WHEREAS, the City of Sunnyvale offers its employees a deferred compensation plan ("the Plan") under section 457 of the Internal Revenue Code, pursuant to Resolution No. 301-80, as amended by Resolutions Nos. 264-81, 159-90, 190-97, 109-98, 171-98, 114-01 and 123-01; and

WHEREAS, due to the enactment of the federal Economic Growth and Tax Relief Reconciliation Act of 2001 and State of California AB 1122 and SB 657 legislation, there have been significant changes to the laws and regulations governing the Plan; and

WHEREAS, the City Council desires to provide a deferred compensation plan which conforms to the more flexible provisions of the new legislation;

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SUNNYVALE THAT the City of Sunnyvale Deferred Compensation Plan is hereby amended to read as set forth in Exhibit "A," attached hereto and incorporated by this reference.

Adopted by the City Council of the City of Sunnyvale at a regular meeting held on _________________, 2002, by the following vote:

(SEAL)