Internal Revenue Service Department of the Treasury Wa shington, DC 20224 Number: 201142002 Release Date: 10/21/2011 Index Number: 457.00-00 ---------------------------- ------------------------------------------------------------ -------------------- ------- ------------------- ------------------------------- Third Party Communication: None Date of Communication: Not Applicable Person To Contact: ----------------------- , ID No. ------------------- ------------------------------------------ --------- Telephone Number: -------------------- Refer Reply To: CC:TEGE:EB:QP2 PLR - 101498-11 Date: July 01, 2011 Legend X = ---------------------------------------------------------------- State S = ---------------- Plan = ------------ ----------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------------------- -------------------------------------------------------------- ------------------------------ Dear ------------ : This responds to your authorized representative's letter, on behalf of X, requesting a ruling concerning the restated deferred compensation plan (the "Plan") which X intends to be an updated eligible defe rred compensation plan for employees of X under section 457(b) of the Internal Revenue Code (the “Code”), as amended under the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”). The Plan previously received a private letter ruling on Ju ly 30, 2001. X is represented to be a municipal corporation organized and existing under the laws of State S, and is an "eligible employer" within the meaning of section 457(e)(1)(A). Under the Plan, the participant may elect to make deferrals into the P lan from includible compensation as defined in section 415(c)(3) of the Code. In addition, the participant may elect to make deferrals into the Plan of accumulated sick pay, accumulated vacation pay, and accumulated back pay as permitted by section 457 an d the regulations there under. The participant’s election must be entered into before the first day of the month in which such amounts would otherwise be paid or made available. Commencement of distributions must begin by the latest date permitted under section 401(a)(9).

PLR - 101498-11 2 X has established a trust pursuant to the Plan. The assets of the Plan shall be held for the exclusive benefit of participants and their beneficiaries. The trustee may accept rollover contributions from all eligible retirement plan s as defined in section 401(c)(8)(B) of the Code. The Plan permits participants to receive distributions in the event of an unforeseeable emergency. Only circumstances of severe financial hardships of the participant shall constitute unforeseeable eme rgencies resulting from (A) an illness or accident of the participant); (B) loss of the participant’s property due to casualty; or (C) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the parti cipant (including, but not limited to, imminent foreclosure of or eviction from the participant’s primary residence, and the need to pay burial or funeral expenses of a participant’s deceased spouse or dependent. S ection 457 of the Code provides rules for the deferral of compensation by an indivi d ual participating in an eligible deferred compensation plan as defined in section 457(b) . Section 457(a)(1)(A) of the Code provides that in the case of a participant in an eligible governmental deferred compensat ion plan, any amount of compensation deferred under the plan and any income attributable to the amounts so deferred shall be includible in gross income only for the taxable year in which such compens a tion or other income is paid to the participant or benef iciary. Section 457(b)(5) of the Code prescribes that an eligible deferred compens a tion plan must meet the distribution requirements of section 457(d) . Section 457(d)(1)(A) of the Code provides that for a section 457 plan to be an eligible plan, the plan must have distribution requirements providing that under the plan amounts will not be made available to participants or beneficiaries earlier than i) the calendar year in which the participant attains age 70 1/2, ii) when the partic i pant has a severance f rom employment with the employer, or iii) when the participant is faced with an unforeseeable emergency as determined under Treasury regulations. Section 457(d)(2) requires a plan to meet the minimum distribution requirements of section 401(a)(9) as descr ibed in section 1.401(a)(9) - 1 thru 1.401(a)(9) - 9. Section 457(e)(1)(A) defines an eligible employer to be a state, political subdivision of a state, and any agency or instrumenta l ity of a state or political subdivision of a state. Section 457(g) provides that a plan maintained by an eligible governmental employer shall not be treated as an eligible deferred compensation plan unless all assets and rights purchased with such deferred compensation amounts and all income attributable to such amounts, property , or rights of the plan are held in trust for the exclusive benefit of partic i pants and their beneficiaries. Section 457(g)(2)(A) provides that a trust described in se c tion 457(g)(1) shall be treated as an organization exempt from tax under section 501(a) .

PLR - 101498-11 3 Ba sed upon the information submitted and the representations made, we conclude as follows: 1. The Plan, as amended and restated effective ------------------------ , and further amended on ------------------- , and ----------------- , constitutes an eligi ble deferred co m pensation plan as defined in section 457(b) of the Code, as amended, and the regulations there under. 2. Amounts of compensation deferred in accordance with the terms of the Plan, including any income attributable to the deferred compens a tion, will be includible under section 457(a)(1)(A) in the recip i ent's gross income only for the taxable year or years in which the amounts are paid to a participant or beneficiary in accordance with the terms of the Plan. 3. The trust associated with th e Plan satisfies all applicable requirements of section 457(g), and will be treated as an organization exempt from taxation under section 501(a) . Except as expressly provided herein, no opinion is expressed or implied concerning the tax consequences of an y aspect of any transaction or item discussed or referenced in this letter. If the Plan is significantly modified, this ruling will not necessarily remain applicable. This ruling is directed only to the taxpayer requesting it. Section 6110(k)(3) of the Code provides that it may not be used or cited as precedent. In accordance with the Power of Attorney on file with this office, a copy of this letter is being sent to your authorized representative. The rulings contained in this letter are based upon inf ormation and representations submitted by the taxpayer and accompanied by a penalty of perjury statement executed by an appropriate party. W hile this office has not verified any of the material submitted in support of the request for rulings, it is subje ct to verification on examination. Sincerely, /Cheryl E. Press/ Cheryl E. Press Senior Counsel, Qualified Plans 2 (Employee Benefits) (Tax Exempt & Government Entities) Enclosure Copy for purposes of section 6110 cc: