executive committee agenda - l.a. care

EXECUTIVE COMMITTEE MEETING

Board of Governors

February 22, 2021 ● 2:00 PM

L.A. Care Health Plan

1055 W. 7th Street, Los Angeles, CA 90017

1

2/19/2021 7:59 AM

AGENDA Executive Committee Meeting Board of Governors Monday, February 22, 2021, 2:00 P.M. L.A. Care Health Plan, 1055 West 7th Street, 10th Floor, Los Angeles

California Governor issued Executive Orders No. N-25-20 and N-29-20, which among other provisions amend the Ralph M. Brown Act. Accordingly, members of the public should now

listen to this meeting via teleconference as follows:

To join and LISTEN ONLY via videoconference please register by using the link below: https://lacare.webex.com/lacare/j.php?MTID=mc13431cb7c4953dfe536db59fd67794a

To join and LISTEN ONLY via teleconference please dial: (213) 306-3065 or (415) 655-0002 Access code: 187 372 2396

Members of the Executive Committee or staff may also participate in this meeting via teleconference. The public may listen to the Executive Committee’s meeting by teleconference.

The public is encouraged to submit its public comments or comments on Agenda items in writing. You can e-mail public comments to [email protected], or send a text or

voicemail to: 213 628-6420.

The text, voicemail, or email must indicate if you wish to be identified or remain anonymous, and must also include the name of the Agenda item to which your comment relates.

Comments received by voicemail, email or text by 2:00 pm on February 22, 2021 will be provided in writing to the members of the Board of Governors that serve on the Executive Committee. Public

comments submitted will be read for 3 minutes.

Once the meeting has started, voicemails, emails and texts for public comment should be submitted before the item is called by the meeting Chair. If you wish to submit public comment on an Agenda item, you

must submit it at any time prior to the time the Chair announces the item and asks for public comment. The Chair will announce when public comment period is over.

All votes in a teleconferenced meeting shall be conducted by roll call. If you are an individual with a disability and need a reasonable modification or accommodation pursuant

to the Americans with Disabilities Act (“ADA”) please contact L.A. Care Board Services staff prior to the meeting for assistance by text to 213 628-6420 or by email to [email protected].

WELCOME

Hector De La Torre, Chair

1. Approve today’s meeting Agenda Chair

2. Public Comment (please see instructions above)

Chair

3. Approve January 25, 2021 Meeting Minutes

Chair

4. Chair’s Report

Chair

5. Chief Executive Officer Report

FY 2019-20 Year-End Sponsorship Report

John Baackes Chief Executive Officer

COMMITTEE ITEMS

6. Government Affairs Update

Cherie Compartore Senior Director, Government Affairs

2

https://lacare.webex.com/lacare/j.php?MTID=mc13431cb7c4953dfe536db59fd67794a

mailto:[email protected]


maloub

Text Box

maloub

Text Box

p.4

maloub

Text Box

p.14

maloub

Text Box

Executive Committee Meeting Agenda February 22, 2021 Page 2 of 2

2/19/2021 7:59 AM

7. Revised Communications Policy COMM 006 (Sponsorships) (EXE 100)

Francisco Oaxaca Chief of Communications & Community Relations

8. L.A. Care Cash Balance Plan Restatement (EXE A)

Terry Brown Chief Human Resources Officer

9. Approve the list of items that will be considered on a Consent Agenda for March 4, 2021 Board of Governors Meeting

Minutes of December 3, 2020 Board of Governors Meeting

Revised Communications Policy COMM 006 (Sponsorships)

TransUnion Contract Amendment

Chair

ADJOURN TO CLOSED SESSION (Est. time: 30 mins.)

Chair

10. CONTRACT RATES Pursuant to Welfare and Institutions Code Section 14087.38(m)

Plan Partner Rates

Provider Rates

DHCS Rates

11. REPORT INVOLVING TRADE SECRET Pursuant to Welfare and Institutions Code Section 14087.38(n) Discussion Concerning New Service, Program, Business Plan Estimated date of public disclosure: February 2023

12. CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Significant exposure to litigation pursuant to Section 54956.9(d) (2) of Ralph M. Brown Act Three Potential Cases

13. CONFERENCE WITH LABOR NEGOTIATOR Section 54957.6 of the Ralph M. Brown Act Agency Designated Representative: Hector De La Torre Unrepresented Employee: John Baackes

14. PUBLIC EMPLOYEE PERFORMANCE EVALUATION Section 54957 of the Ralph M. Brown Act Title: Chief Executive Officer

RECONVENE IN OPEN SESSION

ADJOURN Chair The next Executive Committee is scheduled on Monday, March 22, 2021 at 2:00 p.m.

Public comments will be read for three minutes or less. The order of items appearing on the agenda may change during the meeting.

If a teleconference location is listed at the top of this agenda, the public can listen to the meeting by calling the teleconference call in number provided. If teleconference arrangements are listed at the top of this Agenda, note that the arrangements may change prior to the meeting.

ACTION MAY NOT BE TAKEN ON ANY MATTER RAISED DURING THE PUBLIC COMMENT PERIODS UNTIL THE MATTER IS SPECIFICALLY LISTED ON A FUTURE AGENDA, according to California Government Code Section 54954.2 (a)(3) and Section 54954.3.

NOTE: THE EXECUTIVE COMMITTEE CURRENTLY MEETS ON THE FOURTH MONDAY OF MOST MONTHS AT 2:00 P.M. POSTED AGENDA and MEETING MATERIALS ARE AVAILABLE FOR INSPECTION AT www.lacare.org.

Any documents distributed to a majority of the Board Members regarding any agenda item for an open session after the agenda has been posted will be available at www.lacare.org.

AN AUDIO RECORDING OF THE MEETING MAY BE MADE TO ASSIST IN WRITING THE MINUTES AND IS RETAINED FOR 30 DAYS.

Meetings are accessible to people with disabilities. Individuals who may require any accommodations (alternative formats – i.e., large print, audio, translation of meeting materials, interpretation, etc.) to participate in this meeting and wish to request an alternative format for the agenda, meeting notice, and meeting packet may contact L.A. Care’s Board Services

Department at (213) 694-1250. Notification at least one week before the meeting will enable us to make reasonable arrangements to ensure accessibility to the meetings and to the related materials.

3

http://www.lacare.org/

http://www.lacare.org/

maloub

Text Box

p.20

maloub

Text Box

p.26

DRAFT

BOARD OF GOVERNORS Executive Committee

Meeting Minutes – January 25, 2021 1055 West 7th Street, Los Angeles, CA 90017

Members Management/Staff Hector De La Torre, Chairperson John Baackes, Chief Executive Officer Al Ballesteros, Vice Chairperson Terry Brown, Chief Human Resources Officer Robert H. Curry, Treasurer Augustavia J. Haydel, Esq., General Counsel Layla Gonzalez, Secretary Marie Montgomery, Chief Financial Officer Stephanie Booth, MD Tom MacDougall, Chief Information & Technology Officer Hilda Perez Francisco Oaxaca, Chief of Communications & Community Relations Noah Paley, Chief of Staff Acacia Reed, Deputy Chief Operating Officer Richard Seidman, MD, MPH, Chief Medical Officer

California Governor issued Executive Order No. N-25-20 and N-29-20, which among other provisions amend the Ralph M. Brown Act. Members of the public can listen to this meeting via teleconference.

AGENDA ITEM/PRESENTER

MOTIONS / MAJOR DISCUSSIONS

ACTION TAKEN

CALL TO ORDER

Alvaro Ballesteros, Vice-Chairperson, called to order at 2:25 p.m. the L.A. Care Executive Committee and the L.A. Care Joint Powers Authority Executive Committee meetings. The meetings were held simultaneously. He welcomed everyone to the meetings.

For those who provided public comment for this meeting by voice message or in writing: we are really glad that you provided input today. The Committee will hear your comments and we also have to finish the business on our Agenda today.

If you have access to the internet, the materials for today’s meeting are available at the lacare.org website. If you need information about how to locate the meeting materials, please let us know.

Information for public comment is on the Agenda available on the web site. Staff will read the comment from each person for up to three minutes.

The Chairperson will invite public comment before the Committee starts to discuss the item. If the comment is not on a specific agenda item, it will be read at the general Public Comment item 2 on today’s agenda.

APPROVE MEETING AGENDA

The Agenda for today’s meeting was approved.

Approved unanimously by roll call. 5 AYES

4

Executive Committee Meeting Minutes January 25, 2021 Page 2 of 10 DRAFT



ACTION TAKEN

(Ballesteros, Booth, Curry, Gonzalez and Perez)

PUBLIC COMMENTS There were no public comments.

APPROVE MEETING MINUTES

(Chairperson De La Torre joined the meeting.) The minutes of the November 16, 2020 meeting were approved with clarification of Board Member Booth’s comments.

Approved unanimously by roll call. 6 AYES (Ballesteros, Booth, Curry, De La Torre, Gonzalez and Perez)

CHAIRPERSON’S REPORT

There was no report from the Chairperson.

CHIEF EXECUTIVE OFFICER REPORT

John Baackes, Chief Executive Officer, reported:

L.A. Care is continuing to function well in a remote setting and is meeting metrics for performance as a health plan.

It was reported at the Finance & Budget Committee earlier that L.A. Care has a revised financial forecast for the fiscal year based on the first quarter financial results and new rates that were effective January 1. The new rates were received in December, and materially improved the financial forecast by about $100 million. The projected operating loss is under $70 million.

L.A. Care adopted initiatives to restructure for efficiency, and is looking for redundancy in activities that can be consolidated. This has been ongoing over the last 4-5 years through changes in the management system. L.A. Care is also working to eliminate silos that were not working cross functionally.

A medical cost steering committee has identified over $100 million in opportunities for cost savings.

L.A. Care has a goal to overcome the projected loss in the 3+9 forecast.

By the end of this fiscal year, L.A. Care should be in a good financial position for the future to generate operating surplus and replenish the reserves, both required and unassigned.

L.A. Care is supporting the distribution of the COVID-19 vaccines. L.A. Care’s role is to provide accurate information to members and providers about when and where

5




ACTION TAKEN

1st Quarter FY 2020-21 Strategic Vision 2021 Progress Report

to access the vaccine. Based on early reports, L.A. Care recognizes that 30% to 50% of frontline health workers in some sites are refusing the vaccine. L.A. Care will provide an educational effort with members to assure them that the that vaccine is safe and that they are better off getting the vaccine than not getting the vaccine.

L.A. Care also acknowledges a continuing responsibility to educate members and the workforce, even after getting the vaccine, that safety measures should be continued: masks, social distancing, hand hygiene, and avoiding gatherings with people outside one’s immediate household, until an acceptable level of community or herd immunity is reached.

L.A. Care is exploring with pharmacy partners if it would be possible to offer the vaccine through the Community Resource Centers (CRCs). This will depend on availability of the vaccine.

Through the fall of last year, up to December, L.A. Care conducted nine very successful flu vaccine clinics at the CRCs. If it is possible to increase access to the COVID-19 vaccine, L.A. Care will do it.

Mr. Baackes noted that he will provide a more detailed report at next week’s Board meeting (February 4).

Mr. Baackes referred Board Members to the 2021 Strategic Vision Progress quarterly written report included in the meeting materials.

Member Ballesteros commented that community health stakeholders, including those at Federally Qualified Health Centers (FQHC), have concerns that the vaccine needs to be available in the communities where people are most affected by the pandemic. They are concerned about equity, particularly among low income and uninsured individuals and Latino, African American and Pacific Islanders. They do not have access to the vaccine in the same way as other populations. Many are FQHC patients and also L.A. Care members. He suggested that there needs to be a stronger stance to go on the record about the need for equity in vaccine distribution. He stated that it is very difficult for members of these populations to get to Dodger Stadium or other locations where the vaccine is being mass distributed. Community centers are in locations that are easily accessible to individuals that are homeless or underserved in the community, and there should be influence to have the vaccine distributed from these sites.

Mr. Baackes noted that this issue has been raised by the local initiative health plans in California. The plans are very concerned that the vulnerable members are not able to

6




ACTION TAKEN

access the vaccine in timely manner. L.A. Care is working with provider and pharmacy partners to plan for distribution in the community, potentially at CRCs, to provide access that would not otherwise be there for those members.

Richard Seidman, MD MPH, Chief Medical Officer, agreed with the need for access and noted that L.A. Care is working closely with Los Angeles County officials, and there are many who are advocating for improved access in the communities. He reported that he participates in a virtual meeting with Los Angeles County Department of Public Health (DPH) representatives every two weeks for a Vaccine Work Group. There are many in that group calling for increased access. DPH has a vaccine equity task force that is pushing hard for transparency and for vaccine distribution in the parts of Los Angeles County that need it most. Louise McCarthy, President and CEO, Community Clinic Association of Los Angeles County (CCALAC), has sent a letter advocating for FQHCs to participate in vaccine distribution. A reality is that as hard as CCALAC may push for more vaccines to be sent to the FQHCs, the DPH, along with other vaccine prioritization bodies, has to walk a razor thin margin to advocate for those communities disproportionately impacted while balancing pressure from elected officials to open vaccine distribution to people 65 years or older. It is great to add the access to a vaccine to those older residents, but it added 1.6 million people in Los Angeles County overnight to the vaccine distribution process, without a reliable supply of vaccine. The distribution needs to be balanced, and L.A. Care is on the front lines to assist in many ways, including encouraging employees to volunteer and setting up vaccine clinics with pharmacy partners.

Member Ballesteros commented that it is great that L.A. Care is working on equity in vaccine distribution. He thinks that in order to deal with equity issues, the FQHCs have to get a vaccine supply on site for delivery of ? it to their patients and their panels. The physicians that are L.A. Care providers know the patients in their panels who are most at risk. Through electronic health systems, clinics have the ability to stratify the patient list and identify individuals at most risk for getting sick or dying. Having vaccine available to providers in the safety net clinics will help to address the equity issue. Other health systems have received direct allocation of vaccines, and there should be strong advocacy by L.A. Care for direct allocation of vaccine to the community clinics.

Mr. Baackes stated that L.A. Care supports direct allocation to safety net clinics. L.A. Care is currently outside the distribution process. If L.A. Care becomes directly involved in the distribution through its pharmacy partners, it will try to identify the people with

7




ACTION TAKEN

highest risk and highest need to receive the vaccine, in consultation with safety net clinics. Member Ballesteros applauded the work of L.A. Care, and noted that his proposal for vaccine allocation to safety net clinics is an added distribution process among community members who are at highest risk, and would help address equity issues.

Member Perez agreed with Member Ballesteros, and she noted that statistics indicate that black and brown communities and the most vulnerable communities that L.A. Care serves are being hit very hard. There is a lot of misinformation about the vaccine in those communities as well. She thanked Member Ballesteros for raising the topic and for advocating here and at other agencies. She is glad to be part of this Board and part of the efforts of L.A. Care with regard to the idea of L.A. Care holding COVID-19 vaccine clinics, as we did with the flu vaccine. She is eager to educate the communities to let them know where to go to get a vaccine and advocate for more doses in these communities and to guide the L.A. Care members to go get a vaccination.

Member Gonzalez noted that the County is starting to implement vaccinations for seniors. Seniors do not have much access, and many do not have any access, to the internet, and have to rely on the phone to arrange a vaccine appointment. It is very difficult to get an appointment right now, and she asked what kind of effort, if any, is L.A. Care doing to help these seniors get a vaccination?

Mr. Baackes responded that he reported earlier that L.A. Care’s current role in COVID-19 vaccinations is as a trusted source of information. L.A. Care relies on Dr. Seidman’s close work with the DPH to make sure L.A. Care has the most accurate information on where people can receive a vaccination, and to make sure that information is available for members. Another issue that will impact the vaccination distribution is that there are two more vaccines expected to be made available between now and April. There will be a greater supply of vaccines available and that should help with the distribution. L.A. Care conducted outreach for COVID-19 testing, focused on L.A. Care’s most vulnerable patients based on internal data. Outreach on test availability was also conducted for the African American and Latino communities. L.A. Care continues its efforts to reach out to members with information about vaccine availability. L.A. Care will continue to work with pharmacy and provider partners with access to the vaccine, to develop a program that aligns with public health distribution requirements, and will reach out to members that qualify under those public health distribution rules.

8




ACTION TAKEN

Dr. Seidman added that L.A. Care’s call center agents have updated information to provide to members, and the website is updated with the latest information about COVID-19, testing and the vaccine. The phone number to sign up for an appointment to receive the vaccine is included. L.A. Care is encouraging patience and persistence in making the vaccine appointment, as it is difficult to get appointments. It is expected that availability will improve over time.

Member Gonzalez thanked Mr. Baackes and Dr. Seidman for the information, and she thanked them for all the work being done to increase access.

Member Booth asked in reference to Member Centric Care in the Strategic Vision 2021 Progress Report, is there any leveling out of patient satisfaction scoring between groups based on health status? She includes health plans and provider groups in this question.

Mr. Baackes responded that subscriber satisfaction is measured through Consumer Assessment of Healthcare Providers and Systems (CAHPS), which is a random survey conducted by Centers for Medicare and Medicaid Services (CMS). Health plans do not have access to the information on which subscribers are randomly contacted for the survey. It would not be possible to correlate the health status of respondents to the survey. Dr. Seidman noted that there is a separate commercial version of the member experience survey. There is no indication of health status in the CAHPS survey.

Dr. Booth asked for information on the successful reporting by telehealth providers to the patients’ primary care physician following telehealth visits. Dr. Seidman responded that when a patient visits an urgent care center or emergency room outside of L.A. Care’s contracted providers, it is expected that a visit summary will be provided to the patient, that the patient is expected to provide to their primary care physician (PCP). That is the traditional standard of care. L.A. Care requires in its contracts with Minute Clinic and Teledoc provider that visit summaries are faxed or made available to the PCP of record. There is no such provision in L.A. Care’s typical urgent care or emergency room contracts. Both Minute Clinic and Teledoc make every effort to provide the visit summary to the PCP. Dr. Seidman will provide Dr. Booth with data on this process.

Government Affairs Update

Cherie Compartore, Senior Director, Government Affairs, reported:

California’s State budget will be presented differently this year due to the pandemic. Prior to release of the January Budget proposal, California’s Governor asked the Legislature to take immediate action on two items:

9




ACTION TAKEN

o $600 cash support for individuals o Extension of eviction provisions

The legislature was not able to take action as quickly as the Governor requested due to a variety of factors. The legislature was able to reach agreement today to extend the eviction protections from January 31 to July 1, 2021.

Chairperson De La Torre noted that it is important to include that state legislators are waiting to see if there is pandemic relief package approved at the federal level, which could include significant funding for California.

Revisions to Communications Policy COMM 004 (Social Media)

Francisco Oaxaca, Chief of Communications and Community Relations, summarized a motion to approve revisions to the Communications Social Media Policy, which applies to employees and business associates, including Board Members.

L.A. Care staff requests approval to execute a policy revision to the attached COMM-004 Social Media policy. The revision provides for the addition of a link on L.A. Care social media platforms that will direct social media users to? L.A. Care’s Social Media Guidelines. These Social Media Guidelines are included in section 4.1 of the attached revised policy. Communications has added this section in alignment with industry best practices to regularly monitor and moderate comments, including removing hate speech, private health information, spam, and other unacceptable content posted by social media users on any L.A. Care authorized social accounts.

Communications staff has also added an email address ([email protected]) for social media inquiries or requests; this email address has been added to sections 1.2, 1.3, and 3.1.4 of the policy. The policy also includes provisions which guide L.A. Care employees on social media use.

The edits in the policy have been reviewed by L.A. Care’s Information Technology, Human Resources, and Legal departments.

Member Booth commented on section 4.2.3.1, that it is vague and open to alternate interpretation and should be clarified. Mr. Oaxaca offered to consult with colleagues regarding that section.

Member Perez thanked staff for listening to member suggestions and concerns. There is a lot of L.A. Care staff working on this to help members get the resources and access to

10





ACTION TAKEN

care that they need. She also thanked L.A. Care for including health promoters in the survey related to misinformation on COVID-19 and the vaccine timeline.

Member Ballesteros asked for more information on section 4.2.3.6. Mr. Oaxaca responded that this refers to other policies that are more general in scope related to prohibition of unlawful discrimination, harassment or retaliation in the workplace. Employee use of social media is included in those prohibitions.

Motion EXE 100.0221 To approve revisions to Communications Policy COMM-004 (Social Media), as submitted.


Cafeteria Plan Amendment

Terry Brown, Chief Human Resources Officer, summarized the amendments to the Cafeteria Plan. The proposed technical amendment allows midyear changes to those accounts and roll over into 2021, and increases carry overs:

Permit employees who cease participation in the Health Flexible Spending Arrangement (“Health FSA”) during 2020 or 2021 to use any unused Health FSA account balance to reimburse medical expenses incurred during the remainder of the year in which participation ceases,

Permit Health FSA election changes during 2020,

Permit Health FSA and Dependent Care Assistance Program (“DCAP”) election changes during 2021,

Permit the Health FSA to reimburse expenses for drugs or medicines without a prescription,

Increase the limit on carryovers of unused Health FSA balances from $500 to $550 and provide for unlimited carryover of unused Health FSA balances for 2020 and 2021,

Extend the Health FSA claims submission deadline for 2019 medical expenses from March 1, 2020, until the 90th day after the COVID-19 National Emergency is declared to end,

Permit DCAP participants whose qualifying child reached age 13 in 2020 to continue to receive reimbursements for eligible dependent care expenses incurred for that child during the remainder of 2020 and, for those who still have an unused DCAP account balance, 2021 until the child reaches age 14 (but only with respect to the unused balance), and

11




ACTION TAKEN

Provide for the unlimited carryover of unused DCAP account balances for 2020 and 2021.

Motion EXE A.0121 To approve the amendment to the L.A. Care Health Plan Cafeteria Plan, in the form attached hereto, effective as of the dates set forth in the amendment.


Approve the Consent Agenda for February 4, 2021 Board of Governors meeting

Approve the list of items that will be considered on a Consent Agenda for February 4, 2021 Board of Governors Meeting.

December 3, 2020 Board of Governors meeting minutes

Revised Communications Policy COMM 004 (Social Media)

Quarterly Investment Report

2021 Compliance Work Plan

2021 Delegation Oversight Work Plan

2021 Risk Assessment


PUBLIC COMMENTS

There were no public comments for the closed session items.

ADJOURN TO CLOSED SESSION

Augustavia J. Haydel, Esq., General Counsel, announced the items to be discussed in closed session. She announced there is no report anticipated from the closed session. The meeting adjourned to closed session at 3:20 p.m.

CONTRACT RATES Pursuant to Welfare and Institutions Code Section 14087.38(m)

Plan Partner Rates

Provider Rates

DHCS Rates

REPORT INVOLVING TRADE SECRET Pursuant to Welfare and Institutions Code Section 14087.38(n) Discussion Concerning New Service, Program, Business Plan Estimated date of public disclosure: January 2021

CONFERENCE WITH LEGAL COUNSEL – ANTICIPATED LITIGATION Significant exposure to litigation pursuant to Section 54956.9(d) (2) of Ralph M. Brown Act One Potential Case

12




ACTION TAKEN

CONFERENCE WITH LABOR NEGOTIATOR Section 54957.6 of the Ralph M. Brown Act Agency Designated Representative: Hector De La Torre Unrepresented Employee: John Baackes

RECONVENE IN OPEN SESSION

The meeting reconvened in open session at 3:55 pm. No reportable actions were taken during the closed session.

ADJOURNMENT The meeting adjourned at 3:55 p.m.

Respectfully submitted by: APPROVED BY:

Linda Merkens, Senior Manager, Board Services Malou Balones, Board Specialist III, Board Services ____________________________________________ Victor Rodriguez, Board Specialist II, Board Services Hector De La Torre, Chair Date: _______________________________________

13

of 2

February 22, 2021 TO: Hector De La Torre, Chair, Executive Committee VIA: Francisco Oaxaca, Chief, Communications & Community Relations FROM: Mariah Walton, Community Relations Specialist SUBJECT: Fiscal Year 2019-2020 Sponsorship Report Staff submits the annual sponsorship report to the Board, as required by L.A. Care policy 603. Fiscal Year Highlights This year presented unique opportunities for partnerships due to the nature of the current public health crisis. Staff made many adjustments to the types of requests L.A. Care sponsored and how the health plan engaged with partners in FY 2019-2020, to better serve members and the community during the pandemic. All sponsorships were carefully reviewed to determine whether the requesting organization and/or the event met the requirements of L.A. Care’s sponsorship policies. Special consideration was given if 1) the organization provided immediate COVID-19 relief; 2) the event offered considerable exposure to L.A. Care; 3) the organization was a CHIF grantee; 4) the organization was within L.A. Care’s provider network; 5) the event focused on one or more of L.A. Care’s identified Social Determinants of Health (SDOH) priority areas; or 6) an L.A. Care department was interested in participating. At the onset of the COVID-19 pandemic in March 2020, L.A. Care leadership repurposed the remaining balance from the sponsorships budget to be used as part of the organization-wide COVID-19 response efforts for members. Even with that change, staff reviewed and managed 185 sponsorship requests and grantee events from local, state and national organizations. Eighty-six sponsorships were approved, and 97 were declined; a total of $651,898 was awarded. Given the food insecurity needs that were made worse by the pandemic, the Communications department focused on collaborating with the Community Resource Centers to identify new and existing organizations to partner with on a series of 37 food pantry events in the community. The team also pivoted its strategy of engagement by increasing the number of in-kind promotional item donations from two in FYE 2019 to 18 in FYE 2020. This strategy provided the opportunity to continue elevating L.A. Care’s brand while engaging with our partners and members through the distribution of L.A. Care-branded materials, such as hand-sanitizers, reusable tote bags for food distributions, and stress balls. Furthermore, other Communications department channels including social media, public relations and digital platforms were leveraged to highlight many sponsored events and engage with partners.

14

of 2

The Communications team also worked closely with the Community Benefits team to manage 12 grantee events through which L.A. Care received sponsorship benefits as a part of their grant agreements. This allows L.A. Care to maximize the reach of the sponsorship budget and to take into consideration new allocations and partnerships. Sponsorship by RCAC Region Most sponsored events supported organizations that offer services to residents across all of L.A. County. Although not a significant difference, RCAC regions four and six were the most sponsored areas (see figure 1)—this aligns with L.A. Care member density maps, which show the highest member density in RCAC 6.

Figure 1. Many sponsored organizations service more than one RCAC. Therefore, the total will exceed the total number of approved sponsorships (86).

Social Determinants of Health The Communications team focused on cultivating new partnerships with community-based organizations that address SDOH. Of the 86 approved sponsorships, 78 were sponsorships addressing SDOH—totaling about 90% of all awarded sponsorships. A few of those organizations were Community Healing Gardens, Food Forward, Get Together Foundation, and Star View Children and Family Services. Staff will continue to identify and collaborate with organizations that enhance the diversity of the organization’s Sponsorship Program, with a special focus on targeting several SDOH areas, including but not limited to social justice and health equity organizations. COVID-19 Response Efforts At the onset of the pandemic, the Communications team pivoted to lock arms with L.A. Care partners to respond to the immediate needs of Angelenos. L.A. Care sponsored 14 organizations that hosted 37 food pantry events in partnership with the Community Resource Centers, and five organizations that distributed handwashing kits, toiletries, and hand sanitizers, or that assisted with housing eviction prevention. Sponsored collaborators included the Eviction Defense Network, Antelope Valley Dream Center, God’s Pantry, Seeds of Hope, Downey First Christian Church, Hope of the Valley, YMCA, Meet Each Need with Dignity (MEND), Southern California Resource Services for the Independent Living (SCRS-IL), and the Los Angeles Education Program. Sponsorships totaling $239,500 were awarded for L.A. Care’s COVID-19 response efforts, accounting for almost 40% of all sponsorship dollars spent. In the coming fiscal year, the Communications team will continue to identify organizations that are meeting immediate COVID-19 needs, that serve members and support the safety net, or that fall within the scope of SDOH, social justice and/or health equity efforts. The team will continue to create partnerships and sponsorships that align with the 2021 vision to make L.A. Care a recognized leader in improving health for low income and vulnerable communities. Please reference the FY 2019-2020 sponsorship log for further details on individual sponsorships.

45 4642

50

42

5045 43

4045

42

0

10

20

30

40

50

60

RCAC 1 RCAC 2 RCAC 3 RCAC 4 RCAC 5 RCAC 6 RCAC 7 RCAC 8 RCAC 9 RCAC 10 RCAC 11

Count of Sponsored Organizations by RCAC

15

Key

Approved Sponsorships

Recognized at grantee event, no sponsorship dollars spent

In-kind promotional item donations

Event Date Status Category Organization Event Amount

10/1/2019 APPROVED Community Fair

Consulate General of Mexico in

L.A. Angeles/ Fiesta Educativa,

Inc.

2019-2020 Guia de

Salud/Health Guide$ 10,000

10/3/2019 APPROVEDConference/ Symposium/

Forum/Summit/ Meeting

National Immigration Law

Center

Provider Webinar on

Public Charge$ 3,000

10/5/2019 APPROVEDDinner/Gala/ Luncheon/

Reception

Family Health Care Centers of

Greater Los AngelesBenefit Gala $ 5,000

10/6/2019 APPROVED Community Fair Special Olympics of SoCal Pier Del Sol $ 2,500


ReceptionAlliance for Housing and Healing Best in Drag show $ 5,000

10/6/2019 APPROVED Community FairSouthern California Resource

Services for Independent LivingDisability Pride Parade $ 7,500

10/10/2019 GRANTEEDinner/Gala/ Luncheon/

ReceptionCHIRLA Together We Stand $ -


Reception

La Casa de San Gabriel

Community Center

Annual Fundraising

Dinner$ 2,500

10/12/2019 APPROVED Community Fair LAC+USC Medical Center Kidz Health Fair $ 1,000


ReceptionImagine LA Imagine Ball $ 5,000


ReceptionThe Children's Clinic Anniversary Gala $ 2,500


ReceptionNational Kidney Foundation Kidney Walk $ 2,500

10/13/2019 APPROVED Community Fair Familia UnidaWheelchair Wash Health

Festival$ 5,000

10/13/2019 APPROVED Run/Walk/ Health Fair Valley VillageVillage Run/Walk Health

Fair$ 5,000


ReceptionLA Business Journal Leaders in Law $ 2,000


Reception

Asian American's Advancing

JusticeAnniversary Dinner $ 3,500

10/18/2019 GRANTEE Community Fair LA Chamber of CommerceHealth Career Education

Track$ -

10/19/2019 APPROVED Community Fair LACGCGathering of Community

Gardens$ 5,000


ReceptionJWCH Institute, Inc.

Wesley Benefit Dinner &

Dinner$ 10,000

10/19/2019 APPROVED Health Fair KJLH Taste of Soul $ 15,000


ReceptionSpecial Needs Network Evening Under the Stars $ 5,000


ReceptionThe Achievable Foundation Annual Achiever's Gala $ 10,000

10/20/2019 APPROVED Community Fair Family Focus Resource CenterSpecial Needs Resource

Fair$ 1,000


ReceptionKheir Clinic

Fundraising Dinner &

Awards$ 3,000


ReceptionCommunity Coalition

People Power Progress

Awards$ 5,000


Forum/Summit/ MeetingFiesta Educativa INC. Statewide Conference $ 500

10/25/2019 APPROVED Community Event City of Los Angeles ReelAbilities Film Festival $ 2,500


Reception

Mexican American Opportunity

FoundationAztec Awards Gala $ 5,000

10/26/2019 APPROVED Community FairAntelope Valley Partners for

Health

AV Community Resource

Fair$ 2,500

FY 2019-2020 Sponsorships

Page 1 of 4 16

Key







ReceptionThe Positive Results Corp Purple Purse Tea Party $ 500



Community Clinic Association of

Los Angeles CountyThe Research Fast Pitch $ 3,000


ReceptionLibrary Foundation Literary Feast $ 5,000


ReceptionPeace Over Violence An Evening Over Violence $ 5,000


ReceptionLACMA LA Healthcare Awards $ 5,000


ReceptionAltaMed 50th Anniversary Gala $ 15,000


Forum/Summit/ MeetingUSC Leonard Davis C.A.L.M. Conference $ 3,000


Reception

Association of Black Women

Physicians

Charity & Scholarship

Benefit$ 5,000



Personal Assitance Services

Council (PASC)Annual Open House $ 2,500



Antelope Valley Partners for

HealthAV Wellness Symposium $ 2,500

11/15/2019 APPROVED Community Fair Care Harbor Care Harbor LA $ 15,000


ReceptionFrom Lot to Spot Benefit Dinner $ 5,000



California Assoc. of Area

Agencies on Aging

C4A Annual Meeting &

Allied Conference$ 5,000


Forum/Summit/ MeetingFamilies in Schools Alliance Summit $ 2,500


ReceptionD.I.V.A. Foundation AIDS Fundraiser $ 1,500


ReceptionEisner Health Winter Festival $ 1,000


ReceptionUnited Friends of the Children

Cultivate LA-Combined

Sponsorship$ 2,500

12/30/2019 APPROVED Branding LA Business JournalBook of Lists

(Advertisment)$ 3,000


Forum/Summit/ MeetingMaternal Mental Health Now

Sex & Perinatal Mental

Health$ 5,000


ReceptionLA Business Journal Economic Forecast $ 5,000

1/18/2020 APPROVED Community Fair Be Social Productions Community Health Fair $ 3,000

1/25/2020 APPROVED Community Fair Forgotten Children, Inc Family Unity Festival $ 1,500


ReceptionLA Chamber of Commerce Inaugural Dinner $ 11,000

2/12/2020 IN-KINDDivision of Chronic Disease and

Injury PreventionPROMO-ASSORTMENT $ 468


Reception

Charles Drew University School

of MedicinePresident's Breakfast $ 7,500


Forum/Summit/ MeetingITUP Annual Conference $ 5,000

3/4/2020 IN-KIND Food Forward PROMO-BAGS $ 1,891


Forum/Summit/ MeetingThe Children's Partnership State of the Child $ 1,000

3/10/2020 IN-KIND APLA Health PROMO-ASSORTMENT $ 781

3/23/2020 APPROVED COVID-19 Get Together Foundation Handwashing Kit $ 5,000

3/26/2020 APPROVED COVID-19 Eviction Defense Network Eviction Prevention $ 20,000

Page 2 of 4 17

Key







3/27/2020 APPROVED COVID-19Star View Children and Family

ServicesDiaper Distribution $ 5,000

3/30/2020 IN-KIND APLA Health PROMO-LIP BALM $ 2,000

4/1/2020 IN-KINDSouthern California Resource

Services for Independent LivingPROMO-ASSORTMENT $ 965

4/2/2020 APPROVED COVID-19Southern California Resource

Services for Independent LivingBasic Needs/Food $ 10,000

4/2/2020 APPROVED COVID-19 Hope of the ValleyShelter-Food & Basic

needs$ 20,000




Los Angeles CountyHealth Care Symposium $ 15,000




Los Angeles CountyPolicy Café $ 7,000




Los Angeles County

Outreach & Enrollment

Summit$ 2,000

4/4/2020 APPROVED Community Fair St. Barnabas Senior Services Aging Into the Future $ 10,000


ReceptionFood Forward Spring Melt $ 10,000



4/25/2020 APPROVED Community Fair Community Healing Gardens Earth Day $ 24,498

4/30/2020 IN-KIND Imagine LA PROMO-ASSORTMENT $ 277

5/11/2020 IN-KINDAntelope Valley Partners for

healthPROMO-BAGS $ 600


ReceptionUnited Friends of the Children Brass Rings $ 5,000


ReceptionAchieveable Foundation Evening with Achievable $ 5,000

6/1/2020 APPROVED Community Fair American Heart Association Heart Walk $ 10,000


Forum/Summit/ MeetingLAAAC Summit on Aging $ 15,000

6/13/2020 APPROVED Community Fair United Friends of the Children College and Career Day $ 8,000

6/15/2020 IN-KIND OneGeneration PROMO-BAGS $ 600


ReceptionLA Business Journal

Women's Council &

Awards$ 12,000

6/30/2020 IN-KINDStarView Children and Family

ServicesPROMO-ASSORTMENT $ 360

6/30/2020 IN-KIND Southside Coalition PROMO-BAGS $ 3,000

7/2/2020 IN-KINDSpeak Up Empowerment

FoundationPROMO-ASSORTMENT $ 2,555

7/2/2020 IN-KIND Alzheimers LA PROMO-ASSORTMENT $ 1,659

7/6/2020 IN-KINDStarView Children and Family

ServicesPROMO-ASSORTMENT $ 4,643

7/10/2020 APPROVED COVID-19 RESPONSE The Garage Food Distribution $ 5,000

7/17/2020 APPROVED COVID-19 RESPONSE Food Finders Food Distribution $ 15,000

7/23/2020 APPROVED COVID-19 RESPONSE Crenshaw Family YMCA Food Distribution $ 7,500

7/25/2020 APPROVED COVID-19 RESPONSE Access Books Kick-Off $ 40,000

8/1/2020 APPROVED COVID-19 RESPONSESouth Antelop Valley Emergency

Serives (SAVES)Food Distribution $ 8,300

Page 3 of 4 18

Key







Forum/Summit/ MeetingAchieveable Foundation

NHCW Legislative

Breakfast$ 5,000

8/3/2020 APPROVED COVID-19 RESPONSE 5Loaves 2Fish Food Distribution $ 15,000

8/4/2020 IN-KIND I have a Dream Foundation PROMO-ASSORTMENT $ 524

8/11/2020 APPROVED COVID-19 RESPONSE One Love Ministry Food Distribution $ 8,300

8/13/2020 IN-KIND Schools of Wheels PROMO-ASSORTMENT $ 75

8/14/2020 APPROVED COVID-19 RESPONSE MEND Food Distribution $ 20,000


ReceptionLA Business Journal

Healthcare Leadership

Forum$ 8,000

8/19/2020 APPROVED COVID-19 RESPONSE God's Pantry Food Distribution $ 25,000

8/21/2020 APPROVED COVID-19 RESPONSEWeingart East Los Angeles

YMCAFood Distribution $ 5,000

8/27/2020 IN-KIND Health Right 360 PROMO-ASSORTMENT $ 440

8/29/2020 APPROVED COVID-19 RESPONSE Food Help-Downey Food Distribution $ 10,000

8/31/2020 IN-KIND LACCNP PROMO-BAGS $ 2,880

9/10/2020 APPROVED COVID-19 RESPONSE Seeds of Hope Food Distribution $ 20,000

9/12/2020 APPROVED COVID-19 RESPONSE FEAST Food Distribution $ 12,500

9/12/2020 APPROVED COVID-19 RESPONSE Weingart YMCA-South Vermont Food Distribution $ 5,000

9/12/2020 APPROVED COVID-19 RESPONSE AV Dream Center Food Distribution $ 8,300

Page 4 of 4 19

Board of Governors

MOTION SUMMARY

Date: February 22, 2021 Motion No. EXE 100.0321

Committee: Executive Chairperson: Hector De La Torre

Issue: Approve revision of Sponsorships policy COMM-006.

New Contract Amendment Sole Source RFP/RFQ was conducted in <<year>>

Background: L.A. Care staff requests approval to execute a policy revision to the attached COMM-

006 (Sponsorships). The revision provides for an update to the most current policy template, which includes the addition of a policy summary (sec. 3.0), and section 5.0- Monitoring and section 6.0- Reporting. An edit in section 4.2 to the internal administrative approval process is also included, to reflect recent updates to the review and approval process. The electronic approval process section was also updated so that Francisco Oaxaca, Chief of Communications and Community Relations, may approve updates to the policy on Compliance 360.

Member Impact: No anticipated member impact.

Budget Impact: No anticipated budget impact.

Motion: To approve revisions to Communications Policy COMM-006

(Sponsorships) as submitted.

20

1 of 5

SPONSORSHIPS COMM-006

DEPARTMENT COMMUNICATIONS AND COMMUNITY RELATIONS

Supersedes PolicyNumber(s)

DATES

Effective Date 11/6/2003 Review Date4/4/20191/25/2021

Next AnnualReview Date

4/2/20201/25/2022

Legal ReviewDate

Click here toenter a date.

CommitteeReview Date

4/4/2019

LINES OF BUSINESS

Cal MediConnect L.A. Care Covered L.A. Care Covered Direct MCLA

PASC-SEIU Plan Internal Operations

DELEGATED ENTITIES / EXTERNAL APPLICABILITY

PP – Mandated PP – Non-Mandated PPGs/IPAHospitals

Specialty Health Plans Directly Contracted Providers Ancillaries Other External Entities

ACCOUNTABILITY MATRIX

Enter departmenthereCommunications

Enter policy §§ hereirepolicy.

Legal Counsel 3.1, 4.2.2, 5.1

ATTACHMENTS

Enter all attachments here (e.g., desktop procedures/job aids, templates, reports, letters)

ELECTRONICALLY APPROVED BY THE FOLLOWING

OFFICER DIRECTOR

NAME John BaackesFrancisco Oaxaca Misty de Lamare

DEPARTMENT

ExecutiveAdministrationCommunications and

Community Relations

Communications and CommunityRelations

TITLEChief, Communications and Community

Relations Executive OfficerDirector, Communications

21


2 of 5

AUTHORITIES

Welfare and Institutions Code Sections 14087.9605 and 14087.967.

REFERENCES

603 Grants and Sponsorships

HISTORY

REVISION

DATEDESCRIPTION OF REVISIONS

02/01/00 Origination Date11/06/03 Revision Date04/04/19 Supersedes 603.2

11/6/2020Per request from Compliance: Updated template & font; added Legal as accountableparty; added Policy, Monitoring, and Reporting section. Updated Officer name.

1.0 OVERVIEW:

1.1 To establish clear and consistent guidelines for Sponsorships to assure L.A. CareHealth Plan's ("L.A. Care") compliance with applicable laws and regulations.

2.0 DEFINITIONS:

2.1 Sponsorship: In-kind monetary support for an organization, usually connected to aspecific event and/or purpose. Examples of Sponsorships include, but are notlimited to, health fairs, conferences, fundraising events, outreach efforts, orcontributions to health care programs.

2.2 Sponsorship Request: A request from an outside organization for monetary supportor in- kind contribution for a specific event or purpose. Examples of SponsorshipRequests include, but are not limited to, sponsoring conferences and events,fundraising, purchasing tables at events for health related programs.

22


3 of 5

2.3 Booth Fee: A request from an outside organization for a specific dollar amount thatwill cover the cost of L.A. Care participating in their event with a booth.

3.0 POLICY:

3.1 L.A. Care may approve Sponsorships for projects, events, or activities ororganizations if the expenditure of such funds furthers L.A. Care's legislativemandate of (1) establishing, implementing, maintaining and continuing the LocalInitiative for Medi-Cal managed care beneficiaries in Los Angeles County; (2)operating health plans for members of publicly funded health care programs,individuals employed by public agencies and businesses, and uninsured or indigentpatients; and/or (3) furthers L.A. Care’s mission and/or strategic vision. Allawarded Sponsorships must comply with the guidelines set forth in Policy 603-Grants and Sponsorships.

4.0 PROCEDURES:

4.1 L.A. Care's Communications and Community Relations Department(Communications) provides Sponsorship funds from the enterprise budget.4.1.1 A formal letter signed by a member of an organization soliciting

Sponsorship dollars or an in-kind donation must be submitted to theCommunications Department for processing.

4.1.2 The letter must include a description of the organization, along withinformation on how the funds will be used. The letter must include a list ofbenefits that L.A. Care will receive for awarding the sponsorship.

4.1.3 L.A. Care's Communications Department will do an analysis of theSponsorship Request using the Sponsorship Evaluation Criteria:4.1.3.1 Determine if the request is for Sponsorship of an event,

donation of promotional items, a Booth Fee, or a combinationof these items.

4.1.3.2 If the request is for a Booth Fee, Communications has anagreement in place with the Finance Department to ensure thatif appropriate, Communications can approve the event andcomplete the check request process for funding. Otherdepartments may work directly with Finance for the approvalof a Booth Fee.

4.1.3.3 If the request is for Sponsorship of an event, Communicationsthen assesses the name, date, time and location of the event, thetype of event, the activities planned and how the requestingorganization will use the funds provided.

4.1.3.4 Based on Policy 603, Communications determines whichsection of the policy the Sponsorship Request falls under.

4.1.3.5 Communications also determines how and from whom theSponsorship Request came to L.A. Care, if there is anyrelationship between the requesting organization and L.A.Care, and if the requesting organization is associated with anL.A. Care Board Member or employee.

23


4 of 5

4.1.3.6 Communications will identify the tax status of the requestingorganization, other endorsers, sponsors, participants, andanticipated attendees, potential staff required at the event,history of participation in previous events and the benefit ofL.A. Care's participation.

4.1.3.7 Based in findings from 3.1.3.1 through 3.1.3.6, andCommunications Department Sponsorship Guidelines,Communications makes a recommendation as to whether or notto proceed with Sponsorship, and at what level of funding L.A.Care should sponsor.

4.2 Once the evaluation criteria form is completed, the review and approval process isinitiated.it is forwarded to the Communications Director for review.4.2.1 The request is forwarded to the Communications Director or appointed

designee for review.The Communications Director or appointed designeereviews the recommendation Once the Communications Director orappointed designee approves and signs the request,, and if therecommendation is approved, it is forwarded to L.A. Care Legal Counselfor potential conflict of interest reviewreviewthe Senior Director ofCommunications and Community Relations (Senior Director) or appointeddesignee for approval and signature.

4.2.2 Once the Senior DirectorL.A. Care Legal Counsel has approved andsigned the request, it is forwarded to the CEO or appointed designee forfinal review. The current appointed designee is L.A. Care LegalCounselthe Chief of Communications and Community Relations orappointed designee for review..

4.2.3 Once L.A. Care Legal Counselthe Chief of Communications andCommunity Relations or appointed designee has approved and signed therequest, the it is forwarded to the CEO or appointed designee for approvaland signature. All Sponsorship funding amounts are is final, unless he/she,or the CEO makes a decision to decrease or increase the recommendedfunding levels.funding amount.

4.3 Communications then coordinates logistics for the event, ensuring that all detailsof the Sponsorship Request are adhered to and that adequate staffing/attendancewill be present to represent L.A. Care.

4.4 Communications will receive a copy of the original proposal and completedevaluation form and will log the Sponsorship information into a database.

5.0 MONITORING:

5.1 Every Sponsorship request will be reviewed by the Communications Director, theChief of Communications and Community Relations, and L.A. Care Legal Counselto ensure adherence to this policy, before final approval and disbursement ofSponsorship funds.5.1

6.0 REPORTING:

24


5 of 5

6.1 Reporting requirements shall be as follows:

6.1.1 Monthly Sponsorship reports, which include funding recipient, amount,date, and event name, shall be presented to the Board.

6.1.2 Annual Sponsorship reports, which include funding recipient, amount,date, and event name, shall be presented to the Board within one hundredtwenty (120) days of the end of each fiscal year.

6.1

25

Board of Governors

MOTION SUMMARY

Date: February 22, 2021

Motion No. EXE A.0221

Committee: Executive Chairperson: Hector De La Torre

Issue: L.A. Care Cash Balance Plan Restatement

Background: The L.A. Care Cash Balance Plan (the “Plan”), a tax-qualified supplemental

retirement plan for senior executives, was established on January 1, 2006, was most recently restated effective January 1, 2017, and has since been amended. The Plan most recently received a favorable determination letter from the Internal Revenue Service regarding the Plan’s tax-qualified status, which is conditioned on restating the Plan to incorporate these Plan amendments. The proposed restated Plan, a copy of which is attached, would also amend the Plan to increase the age at which participants must generally begin receiving distributions from the Plan from age 70½ to age 72 in accordance with the Setting Every Community Up for Retirement Enhancement Act (the “SECURE Act”).

Member Impact: Members benefit from a plan that is staffed with talented management staff.

To hire and retain highly qualified employees to administer the health plan, L.A. Care must maintain an attractive compensation program.

Budget Impact: None. All of the target allocations included in the attached restatement have

been previously approved by either the Board or the Executive Committee or, pursuant to the authority granted by the Executive Committee to do so, by the Chief Executive Officer.

Motion: 1) To approve the adoption of the restated L.A. Care Cash Balance Plan, in the form attached hereto, to accomplish the aforementioned purposes, effective as of the dates set forth in the restatement; and,

2) To authorize and direct L.A. Care’s General Counsel to execute the restated Plan.

26

L.A. CARE CASH BALANCE PLAN

(As Restated Effective January 1, 20172020)

27

TABLE OF CONTENTS

Page

-i-

ARTICLE 1. INTRODUCTION ................................................................................................. 1

1.1 Purpose ................................................................................................................... 1

1.2 Qualification .......................................................................................................... 1

1.3 Definitions.............................................................................................................. 1

ARTICLE 2. DEFINITIONS ....................................................................................................... 1

2.1 Accrued Benefit ..................................................................................................... 1

2.2 Accumulated Contributions Account ..................................................................... 1

2.3 Actuarial Equivalent .............................................................................................. 1

2.4 Affiliated Employer ............................................................................................... 1

2.5 Annuity Starting Date ............................................................................................ 2

2.6 Applicable Interest Rate ......................................................................................... 2

2.7 Applicable Mortality Table .................................................................................... 2

2.8 Authorized Leave of Absence ................................................................................ 2

2.9 Beneficiary ............................................................................................................. 2

2.10 Benefit Service ....................................................................................................... 2

2.11 Break-in-Service .................................................................................................... 3

2.12 Board ...................................................................................................................... 3

2.13 Code ....................................................................................................................... 3

2.14 Compensation ........................................................................................................ 3

2.15 Computation Period ............................................................................................... 4

2.16 Disabled or Disability ............................................................................................ 4

2.17 Domestic Partner .................................................................................................... 4

2.18 Effective Date ........................................................................................................ 4

2.19 Eligible Employee .................................................................................................. 4

2.20 Employee ............................................................................................................... 5

2.21 Employer ................................................................................................................ 5

2.22 Employer Allocation .............................................................................................. 5

2.23 Employment ........................................................................................................... 5

2.24 Employment Date .................................................................................................. 5

2.25 Entry Date .............................................................................................................. 5

2.26 Executive Committee ............................................................................................. 5

28

TABLE OF CONTENTS

Page

-ii-

2.27 Hour of Service ...................................................................................................... 5

2.28 Interest.................................................................................................................... 7

2.29 Military Leave ........................................................................................................ 7

2.30 Normal Retirement Age ......................................................................................... 7

2.31 Normal Retirement Date ........................................................................................ 7

2.32 Participant .............................................................................................................. 7

2.33 Plan ........................................................................................................................ 7

2.34 Plan Administrator ................................................................................................. 7

2.35 Plan Year ................................................................................................................ 7

2.36 Qualified Domestic Relations Order ...................................................................... 7

2.37 Rate of Return ........................................................................................................ 7

2.38 Required Beginning Date ....................................................................................... 8

2.39 Retirement Committee ........................................................................................... 8

2.40 Spouse .................................................................................................................... 8

2.41 Target Allocation ................................................................................................... 8

2.42 Termination Date ................................................................................................... 8

2.43 Trust Agreement .................................................................................................... 8

2.44 Trust Fund or Fund ................................................................................................ 8

2.45 Trustee.................................................................................................................... 8

2.46 Vesting Service ...................................................................................................... 8

ARTICLE 3. PARTICIPATION AND SERVICE .................................................................... 10

3.1 Participation ......................................................................................................... 10

3.2 Rehired Employees .............................................................................................. 10

3.3 Termination of Participation ................................................................................ 10

ARTICLE 4. VESTING ............................................................................................................ 10

ARTICLE 5. ELIGIBILITY FOR RETIREMENT BENEFIT ................................................. 10

5.1 Normal Retirement............................................................................................... 10

5.2 Vested Terminations ............................................................................................ 11

5.3 Disability Retirement ........................................................................................... 11

5.4 Other Circumstances ............................................................................................ 11

5.5 Reemployment and Suspension of Benefits ........................................................ 11

29

TABLE OF CONTENTS

Page

-iii-

ARTICLE 6. AMOUNT OF RETIREMENT INCOME ........................................................... 12

6.1 Accrued Benefit ................................................................................................... 12

6.2 Accumulated Contributions Account ................................................................... 12

ARTICLE 7. FORM OF PAYMENT OF RETIREMENT INCOME....................................... 14

7.1 Available Forms of Retirement Income ............................................................... 14

7.2 Election of a Form of Benefit .............................................................................. 14

7.3 Spousal or Domestic Partner’s Consent ............................................................... 15

7.4 Information on Distribution Options ................................................................... 15

7.5 Death of Spouse or Domestic Partner or Dissolution of Marriage or

Domestic Partnership ........................................................................................... 16

7.6 Required Distributions ......................................................................................... 16

7.7 Involuntary Lump Sum Cash-Outs ...................................................................... 16

ARTICLE 8. PRERETIREMENT DEATH BENEFITS ........................................................... 17

8.1 Beneficiary’s Benefit Eligibility .......................................................................... 17

8.2 Payment of Death Benefit .................................................................................... 17

8.3 Form of Death Benefit ......................................................................................... 17

8.4 Amount of Death Benefit ..................................................................................... 18

8.5 Designation of Beneficiary .................................................................................. 18

8.6 Spousal or Domestic Partner Consent.................................................................. 19

8.7 Involuntary Lump Sum Cash-Outs ...................................................................... 19

8.8 Death During Military Leave ............................................................................... 19

ARTICLE 9. ADMINISTRATION OF THE PLAN ................................................................ 20

9.1 Plan Sponsor ........................................................................................................ 20

9.2 Plan Administrator ............................................................................................... 20

9.3 Management of Plan Assets ................................................................................. 20

9.4 Trustees and Investment Managers ...................................................................... 21

9.5 Delegation of Responsibilities ............................................................................. 21

9.6 Basis of Payments From the Plan ........................................................................ 21

ARTICLE 10. FUNDING OF THE PLAN ................................................................................. 21

10.1 Funding Policy and Method ................................................................................. 21

10.2 Basis of Payments to the Plan .............................................................................. 21

10.3 Return of Employer Contributions....................................................................... 22

30

TABLE OF CONTENTS

Page

-iv-

ARTICLE 11. BENEFITS CLAIM ............................................................................................. 22

11.1 Claim of Benefits ................................................................................................. 22

11.2 Appeal Procedure ................................................................................................. 22

ARTICLE 12. AMENDMENT AND TERMINATION OF THE PLAN ................................... 23

12.1 Plan Termination, Cessation of Accruals, and Additional Amendments ............ 23

12.2 Rules Governing Termination of the Plan ........................................................... 23

12.3 Partial Termination .............................................................................................. 24

ARTICLE 13. GENERAL PROVISIONS .................................................................................. 24

13.1 Subsequent Changes ............................................................................................ 24

13.2 Plan Mergers ........................................................................................................ 24

13.3 No Assignment of Property Rights ...................................................................... 25

13.4 Qualified Domestic Relations Order .................................................................... 25

13.5 Incompetence ....................................................................................................... 26

13.6 No Employment Rights........................................................................................ 26

13.7 Proof ..................................................................................................................... 26

13.8 Choice of Law ...................................................................................................... 26

13.9 Direct Rollover..................................................................................................... 26

ARTICLE 14. LIMITATIONS ON BENEFITS ......................................................................... 27

14.1 Limitation on Retirement Income ........................................................................ 27

14.2 Alternate Limitation for Retirement Income up to $10,000 ................................ 28

14.3 Reduced Limitations for Participants With Fewer Than 10 Years of

Employment ......................................................................................................... 28

14.4 Reduced Limitation for Participants With Fewer Than 10 Years of Benefit

Service.................................................................................................................. 28

14.5 Adjusted Limitation for Benefits Commencing Before Age 62 .......................... 28

14.6 Adjusted Limitation for Benefits Commencing After Age 65 ............................. 29

14.7 Affiliated Employer ............................................................................................. 29

14.8 Annual Benefit ..................................................................................................... 29

ARTICLE 15. EXECUTION ....................................................................................................... 30

APPENDIX A ACTUARIAL EQUIVALENCE.......................................................................... 1

APPENDIX B ELIGIBLE EMPLOYEES, ENTRY DATE, TARGET ALLOCATIONS,

AND VESTING ..................................................................................................... 1

31

TABLE OF CONTENTS

Page

-v-

APPENDIX C MINIMUM DISTRIBUTION REQUIREMENTS .............................................. 1

APPENDIX D PUBLIC EMPLOYEES' PENSION REFORM ACT .......................................... 1

32

-1-

L.A. CARE CASH BALANCE PLAN

(As Restated Effective January 1, 20172020)

ARTICLE 1. INTRODUCTION.

1.1 Purpose.

L.A. Care Health Plan (the "Employer") established the L.A. Care Cash Balance

Plan (the "Plan"), effective January 1, 2006, in order to provide retirement

benefits to Eligible Employees. The Plan is hereby restated in its entirety,

effective January 1, 20172020 (except as otherwise stated herein).

1.2 Qualification.

The Plan and Trust Agreement are intended to meet the requirements of sections

401(a) and 501(a) of the Code.

1.3 Definitions.

Unless otherwise clearly indicated by the context, the capitalized terms used

herein shall have the meanings set forth in Article 2.

ARTICLE 2. DEFINITIONS.

2.1 “Accrued Benefit” shall mean the benefit earned by a Participant under this Plan

and described in Section 6.1.

2.2 “Accumulated Contributions Account” shall mean the hypothetical account

established for each Participant to which the allocations, credits and debits

described in Section 6.2 are made.

2.3 “Actuarial Equivalent” shall mean a benefit of equivalent actuarial value

determined in accordance with the factors set forth in Appendix A or, if

applicable, as otherwise provided by the Plan.

2.4 “Affiliated Employer” shall mean any corporation which is a member of a

controlled group of corporations (as defined in section 414(b) of the Code) which

includes the Employer; any trade or business (whether or not incorporated) which

is under common control (as defined in section 414(c) of the Code) with the

Employer; any organization (whether or not incorporated) which is a member of

an affiliated service group (as defined in section 414(m) of the Code) which

includes the Employer; and any other entity required to be aggregated with the

Employer pursuant to Regulations under section 414(o).

An entity shall be considered an Affiliated Employer only with respect to periods

during which it is part of the group described in this Section 2.4.

33

-2-

2.5 “Annuity Starting Date” shall mean the first day of the first period for which a

pension is payable as an annuity or, in the case of a pension not payable in the

form of an annuity, the first day on which all events have occurred which entitle

the Participant to such pension.

If a Participant accrues Plan benefits after his or her Annuity Starting Date, the

Participant shall have separate and distinct Annuity Starting Date(s) with respect

to those additional Plan benefits.

2.6 “Applicable Interest Rate” shall mean the “applicable interest rate” defined in

section 417(e)(3)(A)(ii)(II) of the Code immediately prior to the amendment of

that Code section by the Pension Protection Act of 2006, and shall be the annual

rate of interest on 30-year Treasury securities (as published by the Board of

Governors of the Federal Reserve System), as of the third month preceding the

Plan Year containing the Annuity Starting Date.

2.7 “Applicable Mortality Table” shall mean the “applicable mortality table” defined

in section 417(e)(3)(B) of the Code in effect on the Participant’s Annuity Starting

Date.

2.8 “Authorized Leave of Absence” shall mean Military Leave and any other absence

from active employment, with or without pay, that is authorized in writing by the

Employer in accordance with the Employer’s prevailing and nondiscriminatory

practices including leave authorized on account of Disability; provided that the

affected Employee conforms to all of the conditions of the leave of absence,

including a return to employment within the time specified therein.

2.9 “Beneficiary” shall mean the Spouse of a married Participant, or the Domestic

Partner of a Participant in a domestic partnership, or in the event that the

Participant is not married or in a domestic partnership, or the Participant’s Spouse

or Domestic Partner has properly executed a Spousal or Domestic Partner's

Consent in accordance with Section 8.6, the person designated by the Participant

in accordance with Section 8.5 to receive any benefit payable under the Plan after

the Participant’s death.

2.10 “Benefit Service” shall mean the period of service used to determine the amount

of Plan benefit under Article 6 or any other provision of the Plan.

One year of Benefit Service shall be granted for each Computation Period during

which an Eligible Employee earns 2,280 Hours of Service.

If, during a Computation Period, an Eligible Employee earns less than 2,280

Hours of Service, a partial year of Benefit Service shall be granted. This partial

year of Benefit Service shall be determined as the fraction calculated by dividing

the number of Hours of Service earned by 2,280 Hours of Service.

For purposes of this Section 2.10, Hours of Service earned prior to the Effective

34

-3-

Date are disregarded except as provided in the applicable Schedule attached to

Appendix B. In addition, Hours of Service earned while not an Eligible

Employee are disregarded.

In the case of a Participant whose Accrued Benefit is not vested and who

terminates employment, incurs a Break-in-Service, and qualifies again as a

Participant, if the number of consecutive Breaks-in-Service equals or exceeds the

greater of five (5) and the number of years of Vesting Service earned prior to

termination of employment, the Participant’s Benefit Service prior to such Break-

in-Service shall not be taken into account in determining Benefit Service.

2.11 “Break-in-Service” shall mean a Computation Period in which the Participant has

not completed more than 500 Hours of Service.

2.12 “Board” shall mean the Board of Governors of the Employer.

2.13 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to

time.

2.14 “Compensation” shall mean with respect to any Participant such Participant’s

base salary for personal services actually rendered in the course of employment

with the Employer maintaining the Plan, to the extent that the amounts are

includible in gross income, for the Computation Period.

Compensation shall not include (1) contributions made by the Employer to a plan

under section 457(f) of the Code to the extent that the contributions are not

includible in the gross income of the Participant for the taxable year in which

contributed; (2) any distributions from a plan of deferred compensation; and

(3) contributions made by the Employer (whether or not under a salary reduction

agreement) towards the purchase of any annuity contract described in Code

section 403(b) (whether or not the contributions are actually excludable from the

gross income of the Employee).

For purposes of this Section, the determination of Compensation shall be made by

including amounts which are contributed by the Employer pursuant to a salary

reduction agreement and which are not includible in the gross income of the

Participant under Code sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b),

and Employee contributions described in Code section 414(h)(2) that are treated

as Employer contributions, but only to the extent that such Compensation would

otherwise be includible as base salary. Compensation shall also include elective

amounts that are not includible in the gross income of the Employee under Code

section 132(f)(4), but only to the extent that such Compensation would otherwise

be includible as base salary.

For a Participant’s initial year of participation, Compensation shall be recognized

beginning only as of such Participant’s Entry Date.

The annual Compensation of each Participant shall not exceed $200,000, as

35

-4-

adjusted for cost-of-living increases in accordance with section 401(a)(17)(B) of

the Code.

The cost-of-living adjustment in effect for a calendar year applies to annual

Compensation for the Computation Period that begins with or within such

calendar year.

2.15 “Computation Period” shall mean the twelve-month period beginning on the

Participant’s Entry Date or each annual anniversary thereof, unless otherwise

provided in the applicable Schedule attached to Appendix B.

2.16 “Disabled” or “Disability” shall mean a physical or mental disablement on

account of which such Participant is eligible for disability benefits under the

Employer’s long-term disability plan. Eligibility shall be considered only after

the completion of the required waiting period, if any, provided under the

Employer’s long-term disability plan.

2.17 “Domestic Partner” shall mean an individual with respect to whom both of the

following requirements are met:

(a) The domestic partnership of such individual and a Participant is registered

with the state of California, and a copy of this valid registration is filed

with the Plan Administrator.

(b) On the date of and at all times after the requirement of subparagraph (a) of

this Section is met, the Participant and the individual designated as his or

her Domestic Partner satisfy all of the following requirements:

(i) Each is the other’s sole domestic partner in a long-term committed

relationship and intends to remain so indefinitely.

(ii) Neither is legally married, and they are not related by blood to a

degree of closeness that would prohibit legal marriage in the State

of California.

(iii) Each is age 18 or older and has the ability to consent to the

relationship.

(iv) They reside together and intend to reside together indefinitely.

(v) They are financially interdependent.

2.18 “Effective Date” shall mean January 1, 2006.

2.19 “Eligible Employee” shall mean an Employee who is designated by the Executive

Committee as an Eligible Employee and who is listed on a Schedule attached to

Appendix B.

36

-5-

If, during any period, the Employer has not regarded an individual as an

Employee and, for that reason, has not withheld employment taxes with respect to

that individual, then that individual shall not be an Eligible Employee for that

period, even in the event that the individual is determined, retroactively, to have

been an Employee during all or any portion of that period. An individual’s status

as an Eligible Employee shall be determined in its sole discretion by the

Employer and such determination shall be conclusive and binding on all persons.

The term “Eligible Employee” shall include individuals who (1) first become

Employees before January 1, 2013, and (2) are classified by the Employer as

Directors or Senior Directors (or the equivalent salary grade).

In order to comply with the California Public Employees' Pension Reform Act of

2013 (“PEPRA”), the term “Eligible Employee” shall not include any individual

who first becomes an Employee after December 31, 2012.

2.20 “Employee” shall mean an individual who is employed by the Employer under a

common-law employer-employee relationship.

2.21 “Employer” shall mean L.A. Care Health Plan. The Employer is a local

government agency.

2.22 “Employer Allocation” shall mean the annual bookkeeping credit, other than

interest, to the Participant’s Accumulated Contributions Account as defined in

Section 6.2.

2.23 “Employment” shall mean the period or periods during which an individual is an

Employee.

2.24 “Employment Date” shall mean the date an Employee first performs an Hour of

Service.

2.25 “Entry Date” shall mean the date an Eligible Employee begins Participation in

this Plan.

2.26 “Executive Committee” shall mean the Executive Committee of the Board.

2.27 “Hour of Service” shall mean the number of hours credited to an Employee under

the following rules:

(a) Paid Duty.

An Hour of Service shall be credited for each hour for which the

Employee is paid, or entitled to payment, for the performance of duties for

the Employer or an Affiliated Employer. These Hours of Service shall be

credited to the Employee for the Computation Period(s) in which the

duties are performed.

37

-6-

(b) Paid Nonduty.

An Hour of Service shall be credited for each hour for which the

Employee is paid, or entitled to payment, by the Employer or an Affiliated

Employer on account of a period of time during which no duties are

performed (irrespective of whether the employment relationship has

terminated) due to vacation, holiday, illness, incapacity (including

Disability), layoff, jury duty, military duty or Authorized Leave of

Absence; provided, however, that:

(i) no more than 501 Hours of Service shall be credited on account of

a single continuous period during which the Employee performs no

duties (whether or not such period occurs in a single computation

period);

(ii) no Hours of Service shall be credited on account of payments

made under a plan maintained solely for the purpose of complying

with applicable workers' compensation, unemployment

compensation or disability insurance laws;

(iii) no Hours of Service shall be credited on account of payments

which solely reimburse the Employee for medical or medically

related expenses incurred by the Employee; and

(iv) payments shall be deemed made by or due from the Employer

whether made directly or indirectly from a trust fund or an insurer

to which the Employer contributes or pays premiums.

These hours shall be credited to the Employee for the Computation Period

for which payment is made or, if the payment is not computed by

reference to units of time, the hours shall be credited to the first

Computation Period in which the event for which any part of the payment

is made occurred.

(c) Back Pay.

An Hour of Service shall be credited for each hour for which back pay,

irrespective of mitigation of damages, has been either awarded or agreed

to by the Employer or an Affiliated Employer. The same Hours of Service

credited under Sections 2.27(a) and 2.27(b) shall not be credited under this

Section 2.27(c). The crediting of Hours of Service under this Section

2.27(c) for period and payments described in Section 2.27(b) shall be

subject to all the limitations of that paragraph. These Hours of Service

shall be credited to the Employee for the computation period or periods to

which the award or agreement pertains rather than the computation period

in which the award, agreement, or payment is made.

38

-7-

Notwithstanding anything to the contrary in this Section, one hundred ninety

(190) Hours of Service shall be credited to each Eligible Employee for each

calendar month in which the Eligible Employee is directly or indirectly entitled to

payment for one (1) or more Hours of Service.

Notwithstanding any provision of this Plan to the contrary, benefits and service

credit with respect to Military Leave will be provided in accordance with section

414(u) of the Code.

2.28 “Interest” shall mean the interest credited to the Participant’s Accumulated

Contributions Account pursuant to Section 6.2(b).

2.29 “Military Leave” shall mean a period during which an Employee serves in the

armed forces of the United States under circumstances in which Federal law

protects his or her retirement benefits and rights if he or she returns to

employment as an Employee within the period prescribed by Federal law.

2.30 “Normal Retirement Age” shall mean age 65.

2.31 “Normal Retirement Date” shall mean the first day of the month immediately

following the attainment of Normal Retirement Age.

2.32 “Participant” shall mean any Employee who becomes a Participant in the Plan in

accordance with Article 3 and who has not ceased to be a Participant as provided

in Article 3.

2.33 “Plan” shall mean the L.A. Care Cash Balance Plan, as amended from time to

time.

2.34 “Plan Administrator” shall mean the person or person(s) designated by the

Employer to have the discretionary authority to control and manage the operation

and administration of the Plan.

2.35 “Plan Year” shall mean the period that begins on the Effective Date and ends on

October 1, 2006, and thereafter each 12-month period beginning on October 1st.

2.36 “Qualified Domestic Relations Order” shall mean a domestic relations order

which the Plan Administrator has determined satisfies the requirements of section

414(p) of the Code.

2.37 “Rate of Return” shall mean, for a particular Computation Period, the ratio of

investment earnings on Plan assets for that Computation Period to the adjusted

value of Plan assets during that Computation Period. The adjusted value of Plan

assets shall be determined as the value of Plan assets at the beginning of the

Computation Period adjusted for Plan contributions and distributions made during

that Computation Period, with the adjustment based on the period of time during

which these contributions and distributions are made. The Rate of Return shall be

determined by the Plan Administrator at its sole discretion.

39

-8-

2.38 “Required Beginning Date” shall mean the April 1 of the calendar year following

of the calendar year in which the Participant attains age 70½. Effective for

distributions required to be made after December 31, 2019, with respect to

Participants who attain age 70½ after that date, age “72” is substituted for age

“70½” in the preceding sentence.

2.39 “Retirement Committee” shall mean the L.A. Care Health Plan Retirement

Committee.

2.40 “Spouse” means the individual to whom a Participant is lawfully married,

including an individual of the same-sex with whom the Participant has validly

entered into a marriage in a state, the District of Columbia, a United States

territory or a foreign jurisdiction whose laws authorize the marriage of two

individuals of the same sex, even if the individuals are domiciled in a state that

does not recognize the validity of same-sex marriage. Spouse excludes an

individual with whom a Participant has entered into a registered domestic

partnership, civil union, or other similar formal relationship, whether opposite-sex

or same-sex, recognized under the law of another jurisdiction that is not

denominated as a marriage under the laws of that jurisdiction.

2.41 “Target Allocation” means, for the Participant’s Computation Period, the dollar

amount listed for the Participant in the applicable schedule attached to Appendix

B.

2.42 “Termination Date” shall mean the date on which the Participant ceases to be an

Employee, or, in the case of a Participant who continues to be employed as an

Employee after his or her Normal Retirement Date, such Participant shall be

deemed to have a Termination Date on the first day of any calendar month in

which the Participant has 40 or fewer Hours of Service.

2.43 “Trust Agreement” shall mean the trust agreement or agreements entered into

between the Employer and a Trustee pursuant to Article 9.

2.44 “Trust Fund” or “Fund” shall mean the cash and other assets held and

administered by the Trustee in accordance with the provisions of the Trust

Agreement and the Plan.

2.45 “Trustee” shall mean the Trustee(s) appointed and acting in accordance with

Article 9.

2.46 “Vesting Service” shall mean the period of service used to determine the

Participant’s vested interest under Article 4, Section 5.2 and the applicable

Schedule attached to Appendix B, or any other provision of the Plan. Except as

otherwise provided below or in the applicable Schedule attached to Appendix B, a

Participant’s period of Vesting Service shall begin on the Participant’s Entry

Date, and shall end on the Participant’s Termination Date. In determining an

40

-9-

Eligible Employee’s years of Vesting Service, the following rules shall be

applied:

(a) Aggregation Method.

In the case of a reemployed Employee, all of his or her separate periods of

Vesting Service shall be aggregated and treated as a single continuous

period of Vesting Service.

(b) Authorized Leaves of Absence.

An individual who is on an Authorized Leave of Absence shall continue to

be treated as an Employee for purposes of Vesting Service.

(c) Breaks in Service.

In the case of an Employee who incurs a break in Employment less than

12 months in duration, the period of such break shall be treated as Vesting

Service.

In the case of a Participant whose Accrued Benefit is not vested and who

terminates Employment, incurs a Break-in-Service, and qualifies again as

a Participant, if the number of consecutive Breaks-in-Service equals or

exceeds the greater of five (5) and the number of years of Vesting Service

earned prior to termination of employment, the Participant’s Vesting

Service prior to such Break-in-Service shall not be taken into account in

determining Vesting Service.

(d) Service Records; Additional Credit.

An Employee’s period of Vesting Service shall be determined by the

Employer on the basis of employment records or on such other reasonable

basis as it may adopt.

(e) Service Counting.

Vesting Service shall be determined based on completed calendar months.

Where separate periods of Vesting Service are aggregated, partial calendar

months shall be aggregated and treated as a two completed calendar

months if the aggregated period is 60 days or more, and as one completed

calendar month if the aggregated period is 30 days but less than 60 days.

41

-10-

ARTICLE 3. PARTICIPATION AND SERVICE.

3.1 Participation.

An Eligible Employee shall become a Participant on the first Entry Date

coincident with or next following the latest of the following:

(a) The Employee’s Employment Date;

(b) The date the Employee first becomes an Eligible Employee;

(c) The Effective Date.

3.2 Rehired Employees.

A former Participant who terminates service with the Employer and is later

rehired as an Employee shall resume participation in the Plan as of the date he or

she is again designated as an Eligible Employee by the Executive Committee.

3.3 Termination of Participation.

A Participant’s participation in the Plan shall terminate when his or her entire

Plan benefit has been distributed or on the date of his or her death, whichever

occurs first. In the case of a Participant who is not entitled to a Plan benefit,

participation in the Plan shall terminate when the Participant ceases to be an

Employee.

ARTICLE 4. VESTING.

A Participant shall vest in his benefit under the Plan in accordance with the provisions of

Sections 2.46, 5.2, and 8.1(b), and the provisions of the applicable Schedule attached to

Appendix B.

ARTICLE 5. ELIGIBILITY FOR RETIREMENT BENEFIT.

5.1 Normal Retirement.

A Participant shall be entitled to his or her Accrued Benefit under Article 6 at any

time on or after attainment of Normal Retirement Age, but only if the Participant

attains Normal Retirement Age as an Employee.

The Participant’s Annuity Starting Date is his or her Required Beginning Date.

However, the Participant may request an earlier Annuity Starting Date, which

may be the first day of any month following the Participant’s Termination Date.

A Participant’s request for an earlier Annuity Starting Date shall be made in

writing on the prescribed form and filed with the Plan Administrator in

accordance with its written procedures.

42

-11-

5.2 Vested Terminations.

A Participant shall be entitled to receive the vested portion of his or her Accrued

Benefit under Article 6 if his or her Termination Date is before attainment of

Normal Retirement Age in accordance with Appendix B.

A vested Participant’s Annuity Starting Date shall be his or her Normal

Retirement Date. However, the Participant may request an earlier Annuity

Starting Date, which may be the first day of any month following his or her

Termination Date. A Participant’s request for an earlier Annuity Starting Date

shall be made in writing on the prescribed form and filed with the Plan

Administrator in accordance with its written procedures.

5.3 Disability Retirement.

A Participant who incurs a Disability as an Employee shall be fully vested in his

or her Accrued Benefit, and shall be eligible to commence payment of such

Accrued Benefit. A Disabled Participant’s Annuity Starting Date shall be his or

her Required Beginning Date or the date he or she incurs a Disability (the

“Disability Date”) whichever is later. However, the Participant instead may

request an earlier Annuity Starting Date, which may be the first day of any month

on or following his or her Disability Date. A Participant’s request for an earlier

Annuity Starting Date shall be made in writing on the prescribed form and filed

with the Employer in accordance with its written procedures.

5.4 Other Circumstances.

No pension benefit shall be payable under this Plan except as provided in Sections

5.1 through 5.3 and Article 8.

5.5 Reemployment and Suspension of Benefits.

If any Participant who has been receiving payment of his or her Accrued Benefit

as an annuity is reemployed by the Employer before the Participant’s Normal

Retirement Date, then the payment of such pension shall be discontinued

immediately, but only for the period preceding the Participant’s Normal

Retirement Date. When the Participant again becomes entitled to commence

payment of his or her Accrued Benefit, the amount of such payments shall (a) be

determined anew under the Plan as then in effect and (b) be reduced to take into

account the Actuarial Equivalent of the Accrued Benefit that the Participant

received following the termination of his or her prior employment and before his

or her Normal Retirement Date.

If reemployment occurs on or after the Participant’s Normal Retirement Date,

payment of the Participant’s Accrued Benefit shall not be discontinued.

If reemployment occurs on or after the date on which the Participant’s Accrued

Benefit has commenced distribution, either as an annuity or in the form of a

43

-12-

single-sum distribution, the Participant’s Accrued Benefit shall be reduced by the

Actuarial Equivalent of the benefit distributions received by the Participant as

provided for in Section 6.2(c).

ARTICLE 6. AMOUNT OF RETIREMENT INCOME.

6.1 Accrued Benefit.

Under the Plan, a Participant’s Accrued Benefit as of a determination date shall be

the single-life annuity, (as defined in 7.1.(a)) commencing on the later of the

Participant’s Annuity Starting Date and the Participant’s Normal Retirement Date,

that is the Actuarial Equivalent of the Participant’s Accumulated Contributions

Account described below in Section 6.2 as of the determination date.

6.2 Accumulated Contributions Account.

A Participant’s Accumulated Contributions Account consists of the sum of the

following bookkeeping credits to the account of the Participant: his or her

Employer Allocations; and “Interest” credited on such Employer Allocations.

The Participant’s Accumulated Contributions Account represents the benefit

promised by the Plan, and is not an actual account to which Plan assets and

investment income are allocated.

(a) Employer Allocation.

For each Computation Period beginning on and after the Effective Date,

the Participant’s Employer Allocation is the lesser of:

(i) the Target Allocation multiplied by the Participant’s Benefit

Service earned during the Computation Period; and

(ii) the Maximum Accrual Margin under Section 6.2(e).

For all Computation Periods beginning prior to the Participant’s Entry

Date, the Participant’s Employer Allocation is zero.

The Employer Allocation shall be credited to the Participant’s

Accumulated Contributions Account as of the last day of the Computation

Period; provided, however, that if a Participant terminates service with the

Employer prior to the last day of the Computation Period, the Employer

Allocation shall be credited to the Participant’s Accumulated

Contributions Account as of the date of termination.

(b) Interest.

For each Computation Period, a Participant's Accumulated Contributions

Account as of the last day of such Computation Period shall be credited

44

-13-

with Interest. Interest for a Computation Period shall equal the Rate of

Return determined on the Plan's assets for that Computation Period.

However, in no event shall Interest be credited for any Computation

Period be less than zero; and in no event shall Interest credited for a

Computation Period, when expressed as a percentage of the Plan's assets,

exceed the interest rate on long-term investment grade corporate bonds.

For each Computation Period, a Participant’s Accumulated Contributions

Account as of the last day of such Computation Period shall be credited

with Interest; provided, however, that, effective October 18, 2007, if a

Participant terminates service with the Employer prior to the last day of

the Computation Period, the Participant’s Accumulated Contributions

Account shall be credited with Interest as of the date of termination.

(c) Distributions.

On the Participant’s Annuity Starting Date, a Participant’s Accumulated

Contributions Account shall be reduced by the portion of the Participant’s

Accumulated Contributions Account that is distributed. On and after the

Annuity Starting Date, no further Interest shall accrue on the portion of the

Participant’s Accumulated Contributions that is distributed.

(d) Prior to Effective Date.

Prior to the Participant’s Entry Date, a Participant’s Accumulated

Contributions Account is zero.

(e) Maximum Accrual Margin.

The Maximum Accrual Margin for a Plan Year is the excess, if any, of the

limit under Section 14.1 over the Participant’s Annual Benefit under

Section 14.8 as of the end of such Plan Year, where the annual retirement

benefit under Section 14.8(b) is determined without regard to the

Employer Allocation for such Plan Year. This excess shall be expressed

as the Actuarial Equivalent single-sum payment (as defined in 7.1.(c))

payable at the end of such Plan Year, where Actuarial Equivalency shall

be determined under Appendix A.

(f) Reemployment.

In the case of a Participant whose Accrued Benefit is not 100% vested and

who terminates Employment, incurs a Break-in-Service, and qualifies

again as a Participant, if the number of consecutive Breaks-in-Service

equals or exceeds the greater of five (5) and the number of years of

Vesting Service earned prior to termination of employment, the non-

vested portion of the Participant’s Accumulated Contributions Account

prior to such Break-in-Service shall not be taken into account in

determining the Participant’s Accumulated Contributions Account.

45

-14-

ARTICLE 7. FORM OF PAYMENT OF RETIREMENT INCOME.

7.1 Available Forms of Retirement Income.

Subject to Sections 7.2 and 7.7, a Participant’s vested Accrued Benefit shall be

payable in one of the payment forms listed below. The benefit amounts described

in Subsections (a) through (c) commencing on the Participant’s Annuity Starting

Date shall be the Actuarial Equivalent of the Participant’s vested Accrued

Benefit:

(a) Single-Life Annuity.

A “Single-Life Annuity” provides monthly payments for the Participant’s

life only.

(b) 50% Joint-and-Survivor Annuity.

The “50% Joint-and-Survivor Annuity” provides monthly payments for

the Participant’s life and, after the Participant’s death, provides monthly

payments to the Participant’s surviving Spouse or Domestic Partner (if

any) equal to 50 percent of the Participant’s monthly payment amount.

(c) Single-Sum Payment.

The “Single-Sum Payment” provides a single lump-sum payment in cash

equal to the Participant’s Accumulated Contributions Account.

7.2 Election of a Form of Benefit.

A Participant shall elect a form of benefit by filing the prescribed forms with the

Plan Administrator during the Election Period consisting of the 90 consecutive

days beginning on the date the Participant receives the prescribed forms, provided

that the Participant’s Annuity Starting Date is on or after the date the Participant

receives the prescribed forms, and that the Participant’s Annuity Starting Date is

not more than 90 days after the date on which the Participant receives the

prescribed forms.

Any such election may be revoked by filing the prescribed forms with the Plan

Administrator at any time during the Election Period. Any such election or

revocation will be treated as a new application for benefits and may result in a

delay in the payment of benefits.

If the Participant fails to make an effective election of a form of benefit during the

Election Period or, having revoked a prior election, does not make another

election during the Election Period, then his or her benefit shall be distributed in

the form of (a) a Single-Life Annuity in the case of a Participant who is not

married or in a domestic partnership as of his or her Annuity Starting Date; and

(b) a 50% Joint-and-Survivor Annuity, in the case of a Participant who is married

46

-15-

or who has a Domestic Partner as of his or her Annuity Starting Date. If a

Participant is married or has a Domestic Partner as of the Participant’s Annuity

Starting Date, any election of a form of distribution other than a 50% Joint-and-

Survivor Annuity shall not take effect unless the Participant’s Spouse or Domestic

Partner consents in writing to the election of such optional form of distribution

during the Election Period.

7.3 Spousal or Domestic Partner’s Consent.

Any Spouse's or Domestic Partner's consent under Section 7.2 above shall be in

writing, shall specify the particular form of benefit elected by the Participant,

shall acknowledge the effect of such election and shall be witnessed by a notary

public. A consent, once given by a Spouse or Domestic Partner, shall not be

revocable by such Spouse or Domestic Partner. The Spouse’s or Domestic

Partner's consent shall not be required if (a) the Participant establishes to the

Employer’s satisfaction that the Spouse’s or Domestic Partner's consent cannot be

obtained because the Spouse or Domestic Partner cannot be located or (b) the

Participant is legally separated or has been abandoned (within the meaning of

local law) and has an appropriate court order (unless a qualified domestic

relations order provides otherwise) and, in either such case, (c) the Participant

agrees in writing that, if the Employer is compelled by a court of competent

jurisdiction or other authority to pay all or any portion of the Participant’s Plan

benefit to or on behalf of such Spouse or Domestic Partner, the Participant will

indemnify the Employer, by paying to the Employer, upon written demand, an

amount equal to such payment, together with reasonable attorneys’ fees and

expenses. The Employer may, in its sole discretion, waive the indemnification

requirement. If the Spouse or Domestic Partner is legally incompetent to give

consent, the Spouse’s or Domestic Partner's legal guardian (including the

Participant) may give consent.

7.4 Information on Distribution Options.

Within a reasonable period on or before the Election Period, the Plan

Administrator shall provide to each Participant a written explanation of his or her

distribution options, including his or her right to defer receipt of a distribution.

Such explanation shall include information prescribed by applicable regulations,

including:

(a) The terms and conditions of the available forms of benefit under the Plan;

(b) The Participant’s right to elect an optional form of benefit rather than the

Single-Life Annuity (if the Participant is not married or in a domestic

partnership or the 50% Joint-and-Survivor Annuity (if the Participant is

married or has a Domestic Partner);

(c) Information concerning the relative values of all forms of benefit under

the Plan;

47

-16-

(d) The right of the Participant’s Spouse or Domestic Partner to give or refuse

consent to the Participant’s election of an optional form of benefit;

(e) The Participant’s right to revoke an election of a form of benefit; and

(f) The effect of an election or revocation described in (b) or (e).

7.5 Death of Spouse or Domestic Partner or Dissolution of Marriage or Domestic

Partnership.

If a Participant would be entitled to the 50% Joint-and-Survivor Annuity but prior

to his or her Annuity Starting Date his or her Spouse or Domestic Partner dies or

the Participant is divorced from the Spouse or the domestic partnership is

dissolved, then the 50% Joint-and-Survivor Annuity shall be canceled

automatically and Section 7.2 shall apply. If the Spouse’s or Domestic Partner's

death or a divorce or dissolution of domestic partnership occurs on or after the

Participant’s Annuity Starting Date, then the Participant’s form of benefit shall

nevertheless remain in effect.

7.6 Required Distributions.

A Participant’s Accrued Benefit shall commence payment on or before the

Participant’s Required Beginning Date.

For each Plan Year beginning with the Plan Year containing the Participant’s

Required Beginning Date, the increase in the Participant’s Accrued Benefit

accrued during such Plan Year shall be made or commenced on the first day of

the next following Plan Year.

No individual’s life expectancy shall be recalculated with respect to the payment

of any pension under the Plan except at the written request of the individual and

as permitted pursuant to applicable Income Tax Regulations under Code section

401(a)(9).

Any other provision of the Plan to the contrary notwithstanding, all distributions

will be made in accordance with Code section 401(a)(9), including applicable

Income Tax Regulations.

7.7 Involuntary Lump Sum Cash-Outs.

Any other provision of the Plan notwithstanding, if the Actuarial Equivalent

single-sum value of the Participant’s vested Accrued Benefit is not more than

$1,000 as of his or her Termination Date or Required Beginning Date, if earlier,

such vested Accrued Benefit shall be paid in a single lump-sum payment in cash.

Similarly, if the Actuarial Equivalent single-sum value of the vested Accrued

Benefit payable to an alternate payee pursuant to a qualified domestic relations

order (as defined in Section 13.4) is not more than $1,000 and payment of such

benefit has not commenced, such vested Accrued Benefit shall be paid in a single

48

-17-

lump-sum payment in cash. After payment of a Participant’s Accrued Benefit or

benefit of an alternate payee has commenced, no such lump-sum payment shall be

made without the written consent of the appropriate Participant (and, if the

Participant is married or has a Domestic Partner, the Participant’s Spouse or

Domestic Partner), surviving Spouse or Domestic Partner or alternate payee.

Immediately following the Termination Date of a Participant whose vested

Accrued Benefit is zero, such Participant shall be deemed to have received

payment of his or her entire Accrued Benefit as a single lump-sum payment in

cash in the amount of zero dollars.

ARTICLE 8. PRERETIREMENT DEATH BENEFITS.

8.1 Beneficiary’s Benefit Eligibility.

The Beneficiary of a Participant who dies under either of the two circumstances

next described shall be entitled to a Death Benefit under this Article 8:

(a) The Participant was no longer an Employee at the time of his or her death,

died prior to his or her Annuity Starting Date, but nevertheless was

entitled to a vested benefit under Section 5.1, 5.2 or 5.3; or

(b) The Participant was an Employee at the time of his or her death and died

prior to his or her Annuity Starting Date. Such Participant shall be 100%

vested in his or her Accrued Benefit upon death, provided that the

Participant was an Employee at the time of his or her death and died prior

to his or her Annuity Starting Date.

8.2 Payment of Death Benefit.

Payment of the Death Benefit shall begin to the Beneficiary as of the first day of

the month following the Participant’s death. Notwithstanding the preceding

sentence, if the Beneficiary is the Participant’s Spouse and the Participant dies

prior to attaining his or her Normal Retirement Date, payment of the Death

Benefit will be delayed until the first day of the month following the date the

Participant would have attained his or her Normal Retirement Date, unless the

Spouse elects an earlier payment as of the first day of any month following the

Participant’s death.

Any other provision of the Plan to the contrary notwithstanding, all distributions

will be made in accordance with Code section 401(a)(9), including applicable

Income Tax Regulations.

8.3 Form of Death Benefit.

If a Participant’s Death Benefit is paid other than to his or her Spouse or

Domestic Partner, payment shall be made in a lump-sum payment in cash. If the

Participant’s Death Benefit is payable to his or her Spouse or Domestic Partner,

49

-18-

payment shall be made as an annuity for the life of the surviving Spouse or

Domestic Partner that is payable monthly, unless the surviving Spouse or

Domestic Partner elects to receive the benefit as a lump-sum payment in cash.

8.4 Amount of Death Benefit.

(a) If payable in a lump sum, the Death Benefit shall be in an amount equal to

the Participant’s Accumulated Contributions Account as of the date

payment of such benefit is commenced.

(b) If payable to the surviving Spouse or Domestic Partner as a single-life

annuity, the Death Benefit shall be payable as the Actuarial Equivalent of

the Participant’s Accrued Benefit based on the factors set forth in

Appendix A and the surviving Spouse's or Domestic Partner's age at the

time the benefit is commenced.

8.5 Designation of Beneficiary.

Subject to Section 8.6, the Beneficiary entitled to the Death Benefit shall be the

Participant’s Spouse or Domestic Partner; provided, however, that the Participant

may designate a Beneficiary other than his or her Spouse or Domestic Partner if:

(a) the Spouse has executed a Spousal Consent or Domestic Partner has

executed a Domestic Partner's Consent, as defined in Section 8.6;

(b) the Participant has no Spouse or Domestic Partner; or

(c) the Spouse or Domestic Partner cannot be located.

A Participant may designate from time to time any person as his or her

Beneficiary who will be entitled to receive the Participant’s Death Benefit after

the Participant’s death. Any Beneficiary designation by a Participant shall be

made during the Participant’s lifetime in writing in the manner prescribed by the

Plan Administrator. A Participant may change or revoke his or her Beneficiary

designation at any time in the manner prescribed by the Plan Administrator. A

Participant may revoke a designation of a Beneficiary other than his or her Spouse

or Domestic Partner, or designate his or her Spouse as Beneficiary, without

Spousal Consent or designate his or her Domestic Partner as Beneficiary without

the Domestic Partner's consent. Any Beneficiary designation shall be ineffective

if the Participant marries or remarries or enters a domestic partnership after the

designation was made. If the designated Beneficiary predeceases the Participant,

the Participant’s Beneficiary designation shall be ineffective with respect to such

Beneficiary.

If no Beneficiary designation is in effect at the time of the Participant’s death, his

or her benefit shall be paid as follows:

(a) to his or her surviving Spouse or Domestic Partner or, if there be none;

50

-19-

(b) to his or her estate.

If the designated Beneficiary survives the Participant but dies before receiving the

benefit otherwise payable, it shall be paid in a lump sum to the heir or heirs of the

designated Beneficiary in accordance with the priorities established immediately

above.

8.6 Spousal or Domestic Partner Consent.

No designation of any Beneficiary under Section 8.5, other than the Participant’s

Spouse, by a married Participant, or the Participant's Domestic Partner by a

Participant who has a Domestic Partner, shall be effective unless all of the

following is true:

(a) the Spouse or Domestic Partner (or the Spouse’s or Domestic Partner's

legal guardian if the Spouse or Domestic Partner is legally incompetent)

executes a written instrument in which the Spouse or Domestic Partner

consents not to receive such Plan benefit and consents to the specific

Beneficiary designated by the Participant;

(b) the instrument acknowledges the effect of the election to which the

Spouse’s or Domestic Partner's consent is being given; and

(c) the signature of the Spouse or Domestic Partner on such election is

witnessed by a notary public.

Notwithstanding the above, a married Participant may designate a Beneficiary

other than his or her Spouse, and a Participant who has a Domestic Partner may

designate a Beneficiary other than his or her Domestic Partner at any time, or

change such designation, without the consent of his or her Spouse or Domestic

Partner; provided, however, that such designation, or change of designation, shall

have no effect if the Participant has a surviving Spouse or Domestic Partner as of

the date of his or her death.

8.7 Involuntary Lump Sum Cash-Outs.

Any other provision of the Article notwithstanding, if the Actuarial Equivalent

single-sum value of the Participant’s vested Accrued Benefit is not more than

$1,000 as of the date of his or her death, payment of the Death Benefit shall be

made to the Participant’s Beneficiary in a single lump-sum payment in cash as

soon as practicable after the date of the Participant’s death.

8.8 Death During Military Leave.

If a Participant dies on or after January 1, 2007, while on Military Leave, the

Participant’s surviving Spouse or Beneficiary is entitled to any preretirement

Death Benefit, 100 percent vesting in the Participant’s Accrued Benefit upon

death before the Annuity Starting Date, and Vesting Service (but not Benefit

51

-20-

Service) credit for the period of the deceased Participant’s Military Leave

provided under the Plan had the Participant resumed and then terminated

employment with the Employer on account of death.

ARTICLE 9. ADMINISTRATION OF THE PLAN.

9.1 Plan Sponsor.

The “Plan Sponsor” is the Employer.

9.2 Plan Administrator.

The Plan Administrator is the Retirement Committee.

The Plan Administrator in its sole discretion shall make such rules, regulations,

interpretations and computations and shall take such other action to administer the

Plan as the Plan Administrator may deem appropriate and as are consistent with

the Plan and Trust Agreement. Such rules, regulations, interpretations,

computations and other necessary actions shall be conclusive and binding upon all

persons. The Plan Administrator shall enforce the Plan in accordance with the

terms of the Plan and the Trust Agreement and in accordance with the rules and

procedures that it adopts.

Where required, the Plan Administrator shall furnish the Plan Sponsor with such

information as may be required by it for tax or other purposes in connection with

the Plan.

The Plan Sponsor shall furnish the Plan Administrator with such data and

information as the Plan Administrator may deem necessary or desirable in order

to administer the Plan. The records of the Plan Sponsor as to a Participant’s

period of employment, termination of employment and the reason therefore,

leaves of absence, reemployment, and compensation shall be conclusive on all

persons unless proven to the Plan Administrator’s satisfaction to be incorrect.

9.3 Management of Plan Assets.

The Plan Sponsor shall maintain control over and management of the Plan’s

assets, but only to the extent that it (i) shall appoint one or more trustees to hold

all assets of the Plan in trust and shall enter into a trust agreement with each

trustee it appoints, (ii) shall have the authority to appoint one or more investment

managers for any Plan assets and to enter into an investment management

agreement with each investment manager it appoints and (iii) may direct the

allocation of Plan assets among equity securities, debt instruments or other

general investment categories.

52

-21-

9.4 Trustees and Investment Managers.

Each Trustee shall have the exclusive authority and discretion to control and

manage the Plan assets held in trust by it, except to the extent that the Plan

Sponsor (i) allocates the authority to manage such assets to one or more

Investment Managers or (ii) directs the allocation of such assets among general

investment categories. Each Investment Manager shall have the exclusive

authority to manage, including the power to acquire and dispose of, the Plan

assets assigned to it by the Plan Sponsor, except to the extent that the Plan

Sponsor directs the allocation of such assets among general investment categories.

9.5 Delegation of Responsibilities.

The Plan Administrator may engage such attorneys, actuaries, accountants,

consultants or other persons to render advice or to perform services with regard to

its responsibilities under the Plan as it shall determine to be necessary or

appropriate. The Plan Administrator may designate by written instrument one or

more persons to carry out, where appropriate, responsibilities under the Plan. The

duties and responsibilities under the Plan of the Employer as Plan Administrator

or Plan Sponsor that have not been delegated to other individuals pursuant to the

preceding sentence shall be carried out by the directors, officers and employees of

the Employer, acting on behalf of and in the name of the Employer in their

capacities as directors, officers and employees.

9.6 Basis of Payments From the Plan.

All benefits payable under the Plan shall be paid by the Trustee out of the Trust

Fund pursuant to the directions of the Plan Administrator and the terms of the

Trust Agreement. The Trustee shall pay all expenses of the Plan pursuant to the

Trust Agreement, except such expenses as are paid by the Plan Sponsor.

ARTICLE 10. FUNDING OF THE PLAN.

10.1 Funding Policy and Method.

The Employer shall determine the funding method (i.e., the actuarial cost method)

and policy to be used in determining costs and liabilities under the Plan. The Plan

Administrator shall review such funding method from time to time, and if the Plan

Administrator determines that such funding method is no longer appropriate, then

it shall change funding methods.

10.2 Basis of Payments to the Plan.

All contributions to the Plan shall be made by the Employer, and no contributions

shall be required or permitted of Participants. From time to time the Employer

shall make such contributions to the Plan as are necessary or appropriate to fund

the benefits provided by the Plan and any expenses thereof that are paid out of the

Trust Fund. Prior to the termination of the Plan or the complete discontinuance of

53

-22-

contributions thereunder, all forfeitures arising under the Plan shall be applied as

soon as reasonably practicable (within the constraints of the Plan’s funding

method) either to defray the reasonable expenses of administering the Plan or to

reduce future Employer contributions under the Plan and shall not be applied to

increase the benefits that any Participant would otherwise receive thereunder. All

contributions to the Plan shall be held by the Trustee in accordance with the Trust

Agreement.

10.3 Return of Employer Contributions.

(a) Mistake of Fact.

Any other provision of this Plan notwithstanding, if any Employer

contribution to the Plan is made by reason of a mistake of fact, the amount

contributed by reason of such mistake of fact (reduced by any losses

incurred with respect to such amount) shall be returned to the Employer

within 12 months after the date such Employer contribution was made.

(b) Failure to Obtain Initial Favorable Determination.

Any other provision of the Plan notwithstanding, each Employer

contribution is conditioned upon an initial favorable determination of

qualification under section 401(a) of the Code by the Internal Revenue

Service. If the Plan receives an adverse determination from the Internal

Revenue Service with respect to its initial qualification, the Employer

contribution amounts contributed to the Plan shall be returned to the

Employer within 12 months after the issuance of the adverse qualification

determination.

ARTICLE 11. BENEFITS CLAIM.

11.1 Claim of Benefits.

A Participant, Employee or Beneficiary shall notify the Plan Administrator in

writing of a claim of benefits under the Plan. The Plan Administrator shall take

such steps as may be necessary to facilitate the payment of such benefits to the

Participant, Employee or Beneficiary.

11.2 Appeal Procedure.

If any claim for benefits in denied by the Plan Administrator, the Plan

Administrator shall notify the claimant in writing of such denial, setting forth the

specific reasons and citing reference to specific provisions of the Plan upon which

the denial is based. An appeal period of sixty (60) days after receipt of the

notification of denial shall be granted and said notification shall advise the

claimant of the appeal procedure. The claimant shall file the appeal with the Plan

Administrator, whose decision shall be final.

54

-23-

ARTICLE 12. AMENDMENT AND TERMINATION OF THE PLAN.

12.1 Plan Termination, Cessation of Accruals, and Additional Amendments.

In its sole and absolute discretion, the Employer may do any or all of the

following by resolution of the Executive Committee:

(a) Terminate the Plan and arrange to have the value of benefits accrued to the

date of termination paid to Participants. Unless otherwise specifically

provided by resolution of the Executive Committee, no additional benefits

(including but not limited to any benefits in lieu of the benefits provided

by this Plan) shall be provided after termination to any Employee for any

service or otherwise for any period after the termination. Termination

shall occur on the date specified in a resolution adopted by the Executive

Committee.

(b) Cease any and all accrual of benefits under the Plan. Unless otherwise

specifically provided by resolution of the Executive Committee, no

additional benefits (including but not limited to any benefits in lieu of the

benefits provided by this Plan) shall be provided after such cessation to

any Employee for any service or otherwise for any period after the

cessation. Cessation shall occur on the date specified in a resolution

adopted by the Executive Committee.

(c) Make any other amendments whatsoever to the Plan. Amendments shall

be effective on the date specified in the governing resolution by the

Executive Committee.

No amendment of the Plan shall reduce the benefit of any Participant accrued

under the Plan prior to the date when the amendment is adopted.

No amendment of the Plan shall violate the exclusive benefit rules of the

California Constitution or Code section 401(a)(2).

The Employer may take the action described in this section notwithstanding any

claim of “vested rights” by any person under California or federal law.

12.2 Rules Governing Termination of the Plan.

On termination of the Plan the following rules shall apply:

(a) Each Participant’s right to benefits accrued hereunder shall be 100%

vested and nonforfeitable.

(b) The Trust Fund shall continue until the assets of the Plan have been

distributed as provided below in Section 12.2(f).

55

-24-

(c) Any other provisions hereof notwithstanding, the Employer shall have no

obligation to make any additional contributions to the Plan.

(d) Neither the Employer nor any other person shall have any liability or

obligation to provide benefits hereunder in excess of the value of the Trust

Fund.

(e) The Participants, Spouses and Beneficiaries shall obtain benefits solely

from the Trust Fund.

(f) The Trust Fund shall be allocated by the Plan Administrator among

Participants, Spouses and Beneficiaries in proportion to the Actuarial

Equivalent of their Accrued Benefits under the Plan.

(g) Any residual assets of the Trust Fund remaining after allocation under

Section 12.2(f) shall be distributed to the Employer if (i) all liabilities of

the Plan to Participants, Spouses and Beneficiaries have been satisfied and

(ii) such distribution does not contravene any provision of the Code or

California law.

12.3 Partial Termination.

Upon a partial termination of the Plan, within the meaning of section 411 of the

Code as determined by the Plan Administrator in its sole discretion and in

accordance with such section, Participants affected by the partial termination of

the Plan shall have a 100% vested and nonforfeitable interest in their benefits

accrued under this Plan. No other action shall be taken with respect to any

Participant on account of such partial termination.

ARTICLE 13. GENERAL PROVISIONS.

13.1 Subsequent Changes.

All benefits to which any Participant, Spouse or Beneficiary may be entitled

hereunder shall be determined under the Plan as in effect when the Participant’s

Employment terminates and shall not be affected by any subsequent change in the

provisions of the Plan, unless the Participant is reemployed as an Eligible

Employee.

13.2 Plan Mergers.

Except as otherwise provided in regulations issued by the Secretary of the

Treasury or his delegate, the Plan shall not merge or consolidate with, or transfer

assets or liabilities to, any other plan unless each Participant would receive a

benefit immediately after such merger, consolidation or transfer (if the Plan then

terminated) that is equal to or greater than the benefit such Participant would have

been entitled to receive immediately before the merger, consolidation or transfer

(if the Plan had then terminated).

56

-25-

13.3 No Assignment of Property Rights.

No benefit payable from the Plan to any Participant or Beneficiary or any other

person shall be subject in any manner to anticipation, alienation, sale, transfer,

assignment, pledge, encumbrance, or charge, and any attempt to anticipate,

alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void.

No such benefit shall in any manner be liable for, or subject to, the debts,

contracts, liabilities, engagements, or torts of any such person, nor shall it be

subject to execution, attachment or any process whatsoever for or against such

person, except to such extent as may be permitted under uniform procedures

adopted by the Plan Administrator or as required by law.

Nothing in this Plan shall prohibit a Participant or Beneficiary from voluntarily

agreeing to the assignment of benefits payable under this Plan. Such assignment

shall be in accordance with rules established by the Plan Administrator and may

be by payroll withholding or any other mechanism that is approved by the Plan

Administrator, at its sole discretion.

13.4 Qualified Domestic Relations Order.

The provisions of Section 13.3 will not apply in the case of any property

settlements upon marital dissolution or legal separation, or dissolution of a

domestic partnership, that are made in accordance with a domestic relations order

(“DRO”) issued in accordance with state domestic law. The provisions of Section

13.3 will apply in the case of any property settlement upon marital dissolution or

legal separation or dissolution of a domestic partnership, that is made in

accordance with a domestic relations order that is not a Qualified Domestic

Relations Order.

When the Plan Administrator receives a domestic relations order, the Plan

Administrator shall:

(a) Notify the Participant (or Beneficiary) and the former Spouse, Domestic

Partner or dependent covered by the domestic relations order of the receipt

of the order with a notice which explains the procedures for determining

the qualified status of domestic relations orders; and

(b) Under procedures established by the Plan Administrator, determine

whether the domestic relations order is a Qualified Domestic Relations

Order.

For purposes of this Section, “domestic relations order” or “DRO” means any

judgment, decree, or order made in accordance with state domestic relations law

which relates to the provision of child support, spousal or Domestic Partner

maintenance, or marital or domestic partnership property rights of any Spouse,

former Spouse, Domestic Partner, former Domestic Partner, child, or other

57

-26-

dependent of a Participant. A domestic relations order shall not be considered a

DRO with respect to this Plan if it is inconsistent with the Plan.

13.5 Incompetence.

If, in the opinion of the Plan Administrator, any person becomes unable to handle

properly any amounts payable under the Plan, the Plan Administrator may make

any arrangement for payment on such person’s behalf that it determines will be

beneficial to such person, including (without limitation) payment to such person’s

guardian, conservator, Spouse, Domestic Partner or dependent.

13.6 No Employment Rights.

Nothing in the Plan shall be deemed to give any person any right to remain in the

employ of the Employer or affect any right of the Employer to terminate a

person’s employment with or without cause.

13.7 Proof.

Participants, Spouses and Domestic Partners shall furnish proof of age and marital

status or domestic partnership and any other required information satisfactory to

the Plan Administrator at such time or times as the Plan Administrator shall

prescribe. The Plan Administrator may delay the disbursement of any benefits

under the Plan until all pertinent information with respect to age or marital or

domestic partnership status has been furnished.

13.8 Choice of Law.

The provisions of the Plan shall be construed, administered and enforced in

accordance with applicable laws of the State of California to the extent not

preempted by applicable federal law, and in a manner consistent with the

intention that the Plan qualify for favorable tax treatment under section 401(a) of

the Code.

13.9 Direct Rollover.

If a single sum distribution is to be made under this Plan to a Participant, the

surviving Spouse of a Participant, a former Spouse who is an alternate payee

under the Plan, or, effective for distributions on or after January 1, 2007, a non-

Spouse Beneficiary, who is a designated beneficiary (as defined in section

401(a)(9) of the Code), such distributee may elect to have all or a portion of such

single sum distribution paid directly to an “Eligible Retirement Plan” in a direct

transfer from the Trustee to the trustee of such plan; provided, however, that in

the case of a non-Spouse designated Beneficiary, the direct rollover may be made

only to an individual retirement account or annuity described in section 408(a) or

section 408(b) of the Code, or, effective for distributions on or after January 1,

2008, a Roth IRA described in section 408A of the Code (‘IRA’) that is

established on behalf of the designated Beneficiary and that will be treated as an

58

-27-

inherited IRA pursuant to the provisions of section 402(c)(11) of the Code. Also,

in this case, the determination of any required minimum distribution under section

401(a)(9) of the Code that is ineligible for rollover shall be made in accordance

with Notice 2007-7, Q&A 17 and 18, 2007-5 I.R.B. 395.

“Eligible Retirement Plan” means any of the following:

(a) An individual retirement account described in section 408(a) of the Code;

(b) An individual retirement annuity described in section 408(b) of the Code;

(c) An annuity plan described in section 403(a) of the Code;

(d) An annuity contract described in section 403(b) of the Code;

(e) An eligible plan under section 457(b) of the Code which is maintained by

a state, political subdivision of a state, or any agency or instrumentality of

a state or political subdivision of a state and which agrees to separately

account for amounts transferred into such plan from this Plan;

(f) A qualified trust described in section 401(a) of the Code, which is a

defined contribution plan, the terms of which permit the acceptance of

eligible rollover distributions; or

(g) Effective for distributions on or after January 1, 2008, a Roth IRA

described in section 408A of the Code.

The Employer may establish such rules for the provision of direct rollovers as are

permitted under section 401(a)(31) and section 402 of the Code and the

regulations thereunder.

ARTICLE 14. LIMITATIONS ON BENEFITS.

14.1 Limitation on Retirement Income.

Unless the alternate limitation of Section 14.2 below applies, a Participant’s

Annual Benefit at any time during a Plan Year shall not exceed the dollar

limitation for defined-benefit plans of $160,000 under section 415(b)(1)(A) of the

Code, adjusted in such manner as the Secretary of the Treasury shall prescribe

effective as of the January 1 of such Plan Year.

If a Participant would exceed the foregoing limitation, then the Participant’s

Annual Benefit shall be reduced by reducing the components thereof as necessary

in the order in which they are listed in Section 14.8 below.

59

-28-

14.2 Alternate Limitation for Retirement Income up to $10,000.

A Participant’s Annual Benefit shall not be subject to the limitation of Section

14.1 above if:

(a) The Participant’s Annual Benefit does not exceed $10,000; and

(b) The Participant has never participated in a qualified defined-contribution

plan maintained by any Affiliated Employer.

14.3 Reduced Limitations for Participants With Fewer Than 10 Years of Employment.

In the case of a Participant who has not completed 10 years of Employment

(determined with respect to the date as of which benefit payments are to

commence), the $10,000 amount described in Section 14.2 above shall be

multiplied by a fraction determined as follows:

(a) The numerator of such fraction shall be the number of years and partial

years of the Participant’s Employment; and

(b) The denominator of such fraction shall be 10.

14.4 Reduced Limitation for Participants With Fewer Than 10 Years of Benefit

Service.

In the case of a Participant who has not completed 10 Years of Benefit Service in

the Plan (determined with respect to the date as of which benefit payments are to

commence), the limitation otherwise applicable to the Participant under Section

14.1 above shall be multiplied by a fraction determined as follows:

(a) The numerator of such fraction shall be the number of years and partial

years of the Participant’s Years of Benefit Service; and

(b) The denominator of such fraction shall be 10.

14.5 Adjusted Limitation for Benefits Commencing Before Age 62.

The limitation in Section 14.1 is treated as an annual annuity payable for life

commencing at age 65. This limitation shall be unreduced if the Participant’s

Annual Benefit commences on or after age 62. This limitation shall be reduced if

a Participant’s Annual Benefit commences before he or she attains age 62.

If a Participant’s Annual Benefit commences prior to age 62, the limitation in

Section 14.1 shall be adjusted to commence payment at such age. This adjusted

limitation shall be the lesser of:

(a) the Actuarial Equivalent, at such age, of the limitation in Section 14.1

commencing at age 62. For purposes of the preceding sentence, Actuarial

60

-29-

Equivalent shall be based on the actuarial assumptions designated in

Appendix A, with the exception that no mortality decrement shall apply

prior to retirement.

(b) the Actuarial Equivalent, at such age, of the limitation in Section 14.1



Appendix A, with the exceptions that (i) interest shall be at 5.0%; and (ii)

no mortality decrement shall apply prior to retirement.

14.6 Adjusted Limitation for Benefits Commencing After Age 65.

The limitation described in Section 14.1 above shall be increased if a Participant’s

Annual Benefit commences after he or she attains age 65.

If a Participant’s Annual Benefit commences after age 65, the limitation in

Section 14.1 shall be adjusted to commence payment at such age. This adjusted

limitation shall be the lesser of:

(a) the Actuarial Equivalent, at such age, of the limitation in Section 14.1



Appendix A, with the exception that no mortality decrement shall apply

prior to retirement.

(b) the Actuarial Equivalent, at such age, of the limitation in Section 14.1



Appendix A, with the exceptions that (i) interest shall be at 5.0%; and (ii)

no mortality decrement shall apply prior to retirement.

14.7 Affiliated Employer.

Solely for purposes of this Article 14, the term “Affiliated Employer” shall be

defined by substituting the phrase “more than 50 percent” for the phrase “more

than 80 percent” in each place it appears in section 1563(a)(1) of the Code.

14.8 Annual Benefit.

For purposes of this Article 14, a Participant’s “Annual Benefit” shall be equal to

the sum of the following:

(a) The aggregate annual retirement benefit to which the Participant is entitled

under any other qualified defined-benefit plans maintained by any

Affiliated Employer;

(b) The annual retirement benefit to which the Participant is entitled under

this Plan;

61

-30-

(c) The aggregate annual retirement benefit that has been distributed to the

Participant under any other qualified defined-benefit plans maintained by

any Affiliated Employer; and

(d) The aggregate annual retirement benefit that has been distributed to the

Participant under this Plan.

If the Participant’s benefit is or was payable in a form other than a straight-life

annuity, the “Annual Benefit” shall be a straight-life annuity that is the Actuarial

Equivalent of such other form of benefit. Actuarial Equivalent for purposes of

this paragraph shall be based on the actuarial assumptions used in Appendix A,

but with the following exceptions. For purposes of adjusting any form of benefit

subject to Code section 417(e)(3) during the Plan Years beginning in the 2005

calendar year, the rate of Interest shall be the greater of 5.5% and the rate of

Interest provided in Appendix A. For purposes of adjusting any other form of

benefit, the rate of Interest shall be the greater of 5.0% and the rate of Interest

provided in Appendix A. For purposes of adjusting any form of benefit subject to

Code section 417(e)(3) for distributions made in Plan Years beginning after the

2005 calendar year, the interest rate shall be equal to the greatest of (i) 5.5

percent, (ii) the rate that provides a benefit of not more than 105 percent of the

benefit that would be provided if the applicable interest rate (as defined in Code

section 417(e)(3)) were used, or (iii) the interest rate specified in Appendix A.

ARTICLE 15. EXECUTION.

To record the restatement of the Plan to read as set forth herein, effective as of January 1,

20172020, the Chief Legal Counsel, has executed this Plan on , 20172021.

L.A. CARE HEALTH PLAN

By ___________________________

______________________________

62

A-1

APPENDIX A

ACTUARIAL EQUIVALENCE

1. Sections 5.5, 6.2(e), 7.1, 7.7, 8.4(b), 14.5(a), 14.6(a), and 14.8: Actuarial Equivalency

shall be determined on the following basis:

Interest: the Applicable Interest Rate in effect on the Annuity Starting Date.

Mortality: the Applicable Mortality Table in effect on the Annuity Starting Date.

2. Section 6.1: The Single-Life Annuity is determined by increasing the Accumulated

Contributions Account by Interest for the period beginning on the determination date and

ending on the later of the Participant’s Annuity Starting Date and the Participant’s

Normal Retirement Date, and then dividing this amount by the present value of an

immediate Single-Life Annuity payable beginning on the later of the Participant’s

Annuity Starting Date and the Participant’s Normal Retirement Date in the amount of

$1.00 per month. For this purpose, Interest shall be given below, and the present value is

determined by using the following actuarial assumptions:

Interest: the Applicable Interest Rate in effect on the determination date.

Mortality: the Applicable Mortality Table in effect on the determination date.

63

B-1

APPENDIX B

ELIGIBLE EMPLOYEES, ENTRY DATE, TARGET ALLOCATIONS, AND VESTING

This Appendix B sets forth the name of each individual who has been designated as an Eligible

Employee by the Board on a separate schedule for each individual. Each such schedule also

includes the Entry Date, Target Allocations and Vesting Provisions for the individual as

designated by the Board.

64

B-2

APPENDIX B

Schedule 1

Eligible Employee: Elaine Batchlor

Entry Date: June 1, 2006

Computation Period: June 1 through May 31

Target Allocations:

Target Allocation for 6/1/06 to 5/31/07 Computation Period: $12,100







Target Allocations for Computation Periods beginning after 5/31/2013 shall equal 1% of

Compensation rounded to the nearest one-hundred dollars.

Vesting Provisions:

Vesting Service

Vested

Percentage

1 Year 33 1/3%

2 Years 66 2/3%

3 Years 100%

65

B-3

APPENDIX B

Schedule 2

Eligible Employee: Augustavia Haydel

Entry Date: June 1, 2006

Computation Period: June 1 through May 31

Target Allocations:



















Vesting Provisions:

Vesting Service

Vested

Percentage

1 Year 33 1/3%

2 Years 66 2/3%

3 Years 100%

66

B-4

APPENDIX B

Schedule 3

Eligible Employee: James Brown

Entry Date: January 4, 2010

Initial Computation Period: January 4, 2010, through May 31, 2010

Subsequent Computation Period: June 1 through May 31

Target Allocations:







Vesting Provisions:

Vesting Service

Vested

Percentage

1 Year 33 1/3%

2 Years 66 2/3%

3 Years 100%

67

B-5

APPENDIX B

Schedule 4

Eligible Employee: Timothy Reilly

Entry Date: July 1, 2011

Initial Computation Period: July 1, 2011, through May 31, 2012


Target Allocations:

Target Allocation for 7/1/11 to 5/31/12 Computation Period: $20,166.67







Vesting Provisions:

Vesting Service

Vested

Percentage

1 Year 33 1/3%

2 Years 66 2/3%

3 Years 100%

68

B-6

APPENDIX B

Schedule 5

Eligible Employee: Gertrude Carter

Entry Date: December 6, 2012

Initial Computation Period: December 1, 2012, through May 31, 2013


Target Allocations:










Vesting Provisions:

Vesting Service

Vested

Percentage

1 Year 33 1/3%

2 Years 66 2/3%

3 Years 100%

69

B-7

APPENDIX B

Schedule 6

Eligible Employees: Each Employee who is employed by L.A. Care prior to January 1,

2013, and who is a Director or Senior Director (or equivalent salary grade) on December

31, 2012 or who becomes a Director or Senior Director (or equivalent salary grade) after

that date.

Entry Date: December 6, 2012

Initial Computation Period: December 1, 2012, through May 31, 2013


Target Allocations for each Employee described in this Schedule 6:

Target Allocation for 12/1/12 to 5/31/13 Computation Period: $1.00







Target Allocations for Computation Periods beginning after 5/31/2019 shall be $1.00.

Vesting Provisions:

Vesting Service

Vested

Percentage

1 Year 33 1/3%

2 Years 66 2/3%

3 Years 100%

70

B-8

APPENDIX B

Schedule 7

Eligible Employee: Maribel Ferrer

Entry Date: November 30, 2015

Initial Computation Period: November 30, 2015 through May 31, 2016


Target Allocations:






Vesting Provisions:

Vesting Service

Vested

Percentage

1 Year 33 1/3%

2 Years 66 2/3%

3 Years 100%

71

B-9

APPENDIX B

Schedule 8

Eligible Employees: Bruce Pollack

Entry Date: October 19, 2015

Initial Computation Period: October 19, 2015 through May 31, 2016


Target Allocations:






Vesting Provisions:

Vesting Service

Vested

Percentage

1 Year 33 1/3%

2 Years 66 2/3%

3 Years 100%

72

C-1

APPENDIX C

MINIMUM DISTRIBUTION REQUIREMENTS

C.1. Precedence.

The requirements of this Appendix will take precedence over any inconsistent provisions of the

Plan.

C.2. Requirements of Treasury Regulations Incorporated.

All distributions required under this Appendix will be determined and made in accordance with

the Treasury regulations under section 401(a)(9) of the Internal Revenue Code.

C.3. Time and Manner of Distribution.

C.3.1. Required Beginning Date. The Participant's entire interest will be distributed, or begin to

be distributed, to the Participant no later than the Participant's Required Beginning Date.

C.3.2. Death of Participant Before Distributions Begin. If the Participant dies before

distributions begin, the Participant's entire interest will be distributed, or begin to be distributed

in accordance with Article 8, but no later than as follows:

(a) If the Participant's surviving Spouse is the Participant's sole designated

beneficiary, then, distributions to the surviving Spouse will begin by December

31 of the calendar year immediately following the calendar year in which the

Participant died, or by December 31 of the calendar year in which the Participant

would have attained age 70 1/2, if later. ½, if later. Effective for distributions

required to be made after December 31, 2019, with respect to Participants who

attain age 70½ after that date, age “72” is substituted for age “70½” in the

preceding sentence.

(b) If the Participant's surviving Spouse is not the Participant's sole designated

beneficiary, then distributions to the designated beneficiary will begin by

December 31 of the calendar year immediately following the calendar year in

which the Participant died.

(c) If there is no designated beneficiary as of September 30 of the year following

the year of the Participant's death, the Participant's entire interest will be

distributed by December 31 of the calendar year containing the fifth anniversary

of the Participant's death.

(d) If the Participant's surviving Spouse is the Participant's sole designated

beneficiary and the surviving Spouse dies after the Participant but before

distributions to the surviving Spouse begin, this section C.3.2, other than section

C.3.2(a), will apply as if the surviving Spouse were the Participant.

For purposes of this section C.3.2 and section C.4, distributions are considered to begin on the

Participant's Required Beginning Date (or, if section C.3.2(d) applies, the date distributions are

73

C-2

required to begin to the surviving Spouse under section C.3.2(a)). If annuity payments

irrevocably commence to the Participant before the Participant's Required Beginning Date (or to

the Participant's surviving Spouse before the date distributions are required to begin to the

surviving Spouse under section C.3.2(a)), the date distributions are considered to begin is the

date distributions actually commence.

C.3.3. Form of Distribution. Unless the Participant's interest is distributed in the form of an

annuity purchased from an insurance company or in a single sum on or before the required

beginning date, as of the first distribution calendar year distributions will be made in accordance

with sections C.4, C.5 and C.6 of this Appendix. If the Participant's interest is distributed in the

form of an annuity purchased from an insurance company, distributions thereunder will be made

in accordance with the requirements of section 401(a)(9) of the Code and the Treasury

regulations. Any part of the Participant's interest which is in the form of an individual account

described in section 414(k) of the Code will be distributed in a manner satisfying the

requirements of section 401(a)(9) of the Code and the Treasury regulations that apply to

individual accounts.

Section C.4. Determination of Amount to be Distributed Each Year.

C.4.1. General Annuity Requirements. If the Participant's interest is paid in the form of annuity

distributions under the Plan, payments under the annuity will satisfy the following requirements:

(a) the annuity distributions will be paid in periodic payments made at intervals

not longer than one year;

(b) the distribution period will be over a life (or lives) or over a period certain not

longer than the period described in section C.5 or C.6;

(c) once payments have begun over a period certain, the period certain will not be

changed even if the period certain is shorter than the maximum permitted;

(d) payments will either be nonincreasing or increase only as follows:

(1) by an annual percentage increase that does not exceed the annual percentage

increase in a cost-of-living index that is based on prices of all items and issued by

the Bureau of Labor Statistics;

(2) to the extent of the reduction in the amount of the Participant's payments to

provide for a survivor benefit upon death, but only if the beneficiary whose life

was being used to determine the distribution period described in section C.5 dies

or is no longer the Participant's beneficiary pursuant to a qualified domestic

relations order within the meaning of section 414(p);

(3) to provide cash refunds of employee contributions upon the Participant's

death; or

(4) to pay increased benefits that result from a Plan amendment.

C.4.2. Amount Required to be Distributed by Required Beginning Date. The amount that must

be distributed on or before the Participant's required beginning date (or, if the Participant dies

74

C-3

before distributions begin, the date distributions are required to begin under section C.3.2(a) or

(b)) is the payment that is required for one payment interval. The second payment need not be

made until the end of the next payment interval even if that payment interval ends in the next

calendar year. Payment intervals are the periods for which payments are received, e.g., bi-

monthly, monthly, semi-annually, or annually. All of the Participant's benefit accruals as of the

last day of the first distribution calendar year will be included in the calculation of the amount of

the annuity payments for payment intervals ending on or after the Participant's required

beginning date.

C.4.3. Additional Accruals After First Distribution Calendar Year. Any additional benefits

accruing to the Participant in a calendar year after the first distribution calendar year will be

distributed beginning with the first payment interval ending in the calendar year immediately

following the calendar year in which such amount accrues.

Section 5. Requirements For Annuity Distributions That Commence During Participant's

Lifetime.

C.5.1. Joint Life Annuities Where the Beneficiary Is Not the Participant's Spouse. If the

Participant's interest is being distributed in the form of a joint and survivor annuity for the joint

lives of the Participant and a non-Spouse beneficiary, annuity payments to be made on or after

the Participant's required beginning date to the designated beneficiary after the Participant's

death must not at any time exceed the applicable percentage of the annuity payment for such

period that would have been payable to the Participant using the table set forth in Q&A-2(c) of

section 1.401(a)(9)-6 of the Treasury regulations. If the form of distribution combines a joint

and survivor annuity for the joint lives of the Participant and a non-Spouse beneficiary and a

period certain annuity, the requirement in the preceding sentence will apply to annuity payments

to be made to the designated beneficiary after the expiration of the period certain.

C.5.2. Period Certain Annuities. Unless the Participant's Spouse is the sole designated

beneficiary and the form of distribution is a period certain and no life annuity, the period certain

for an annuity distribution commencing during the Participant's lifetime may not exceed the

applicable distribution period for the Participant under the Uniform Lifetime Table set forth in

section 1.401(a)(9)-9 of the Treasury regulations for the calendar year that contains the annuity

starting date. If the annuity starting date precedes the year in which the Participant reaches age

70, the applicable distribution period for the Participant is the distribution period for age 70

under the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury regulations

plus the excess of 70 over the age of the Participant as of the Participant's birthday in the year

that contains the annuity starting date. If the Participant's Spouse is the Participant's sole

designated beneficiary and the form of distribution is a period certain and no life annuity, the

period certain may not exceed the longer of the Participant's applicable distribution period, as

determined under this section C.5.2, or the joint life and last survivor expectancy of the

Participant and the Participant's Spouse as determined under the Joint and Last Survivor Table

set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's and Spouse's

attained ages as of the Participant's and Spouse's birthdays in the calendar year that contains the

annuity starting date.

Section C.6. Requirements For Minimum Distributions Where Participant Dies Before Date

Distributions Begin.

75

C-4

C.6.1. Participant Survived by Designated Beneficiary. If the Participant dies before the date

distribution of his or her interest begins and there is a designated beneficiary, the Participant's

entire interest will be distributed, beginning no later than the time described in section C.3.2(a)

or (b), over the life of the designated beneficiary or over a period certain not exceeding:

(a) unless the annuity starting date is before the first distribution calendar year, the

life expectancy of the designated beneficiary determined using the beneficiary's

age as of the beneficiary's birthday in the calendar year immediately following the

calendar year of the Participant's death; or

(b) if the annuity starting date is before the first distribution calendar year, the life

expectancy of the designated beneficiary determined using the beneficiary's age as

of the beneficiary's birthday in the calendar year that contains the annuity starting

date.

C.6.2. No Designated Beneficiary. If the Participant dies before the date distributions begin and

there is no designated beneficiary as of September 30 of the year following the year of the

Participant's death, distribution of the Participant's entire interest will be completed by December

31 of the calendar year containing the fifth anniversary of the Participant's death.

C.6.3. Death of Surviving Spouse Before Distributions to Surviving Spouse Begin. If the

Participant dies before the date distribution of his or her interest begins, the Participant's

surviving Spouse is the Participant's sole designated beneficiary, and the surviving Spouse dies

before distributions to the surviving Spouse begin, this section C.6 will apply as if the surviving

Spouse were the Participant, except that the time by which distributions must begin will be

determined without regard to section C.3.2(a).

Section C.7. Definitions.

C.7.1. Designated beneficiary. The individual who is designated as the beneficiary under section

2.9 of the Plan and is the designated beneficiary under section 401(a)(9) of the Code and section

1.401(a)(9)-4, Q&A-1, of the Treasury regulations.

C.7.2. Distribution calendar year. A calendar year for which a minimum distribution is required.

For distributions beginning before the Participant's death, the first distribution calendar year is

the calendar year immediately preceding the calendar year which contains the Participant's

required beginning date. For distributions beginning after the Participant's death, the first

distribution calendar year is the calendar year in which distributions are required to begin

pursuant to section C.3.2.

C.7.3 Life expectancy. Life expectancy as computed by use of the Single Life Table in section

1.401(a)(9)-9 of the Treasury regulations.

C.7.4. Required beginning date. The date specified in section 2.38 of the Plan.

76

D-1

APPENDIX D

PUBLIC EMPLOYEES' PENSION REFORM ACT

D.1 Application and Interpretation.

Effective January 1, 2013, this Appendix D takes precedence over any conflicting provision of

the Plan. To the extent unchanged by this Appendix, the remaining provisions of the Plan remain

in full force and effect. The provisions of this Appendix will be interpreted and administered in

accordance with the applicable requirements of the California Public Employees' Pension

Reform Act of 2013, which are codified in Article 4, Chapter 21 of Division 7 of Title 1 of the

California Government Code, as amended from time to time ("PEPRA").

D.2 No Retroactive Benefit Enhancements.

Any enhancement to a Participant's Accrued Benefit that is adopted on or after January 1, 2013,

or that results from a change to the Participant's membership classification or employment on or

after that date, will apply only to service performed on or after the operative date (as defined in

section 7522.44 of the California Government Code) of the enhancement, and will not be applied

to any service performed prior to the operative date of the enhancement.

D.3 Reinstatement of Retired Participants.

Except as provided under Section D.4, if a retired Participant who is receiving an Accrued

Benefit is employed by, or provides services to, the Employer, he or she will be subject to

reinstatement. For this purpose, "reinstatement" means that payment of the Participant's Accrued

Benefit will cease, and the Participant will resume participation in the Plan in accordance with

Article 3.

D.4 Exception to Reinstatement.

A retired Participant will not be subject to reinstatement under Section D.3 if all of the following

conditions are satisfied:

D.4.1 The Employer appoints the Participant either during an emergency to prevent

stoppage of public business or because he or she has skills needed to perform work of a limited

duration.

D.4.2 The appointment does not exceed a total of 960 hours in a Plan Year.

D.4.3 The rate of pay for the appointment is neither less than the minimum nor more

than the maximum paid by the Employer to other Employees performing comparable duties,

divided by 173.333 to equal an hourly rate.

D.4.4 The Participant does not earn any benefit under the Plan during the appointment.

D.4.5 Upon accepting the appointment, the Participant certifies in writing that he or she

did not, during the 12 months preceding the appointment, receive any unemployment-insurance

77

D-2

compensation arising out of the Participant's prior employment with the Employer. If the

Participant accepts the appointment after receiving that type of compensation, the Employer

must terminate the Participant's employment or service on the last day of the current pay period;

and, this Section D.4 will not apply to the Participant for 12 months after the termination date.

D.4.6 The appointment may not begin during the 180-day period after the Participant's

retirement under the Plan, unless (a) the Employer certifies the nature of the employment or

service and that the appointment is necessary to fill a critically needed position before 180 days

has passed, (b) the Employer approves the appointment at a public meeting (the appointment

may not be placed on a consent calendar), and (c) the Participant did not receive a retirement

incentive at retirement.

D.4.7 The Participant must have a bona fide severance from employment, as defined in

the Code, the applicable Treasury regulations and other guidance promulgated by the

Department of the Treasury and the Internal Revenue Service. Accordingly, there shall be no

understanding between the Participant and the Employer, that the Participant will return to

employment with the Employer after his or her retirement.

D.5 Felony Convictions.

If a Participant who is subject to sections 7522.70, 7522.72 or 7522.74 of the California

Government Code is convicted of a felony described in the applicable section or sections, he or

she will forfeit his or her accrued rights and benefits, and will not accrue further benefits, in the

Plan to the extent provided in the applicable section or sections. This subsection will be

interpreted and administered in accordance with the requirements of Sections 7522.70, 7522.72

and 7522.74 of the California Government Code, including, but not limited to, any applicable

rules governing return of Participant contributions, notice, and reversal of conviction, which

requirements are herein incorporated by this reference.

D.6 Funding.

Except as permitted by PEPRA, in any Plan Year, the Employer's contribution to the Plan may

not be less than the normal cost rate, as defined in section 7522.30 of the California Government

Code, for the Plan Year.

78

executive committee agenda - l.a. care

Documents