UNIVERSITY OF ILLINOIS SUPPLEMENTAL 403(b) RETIREMENT PLAN

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1 UNIVERSITY OF ILLINOIS SUPPLEMENTAL 403(b) RETIREMENT PLAN Amended and Restated Effective March 1, 2018

2 TABLE OF CONTENTS Page ARTICLE I. PLAN ESTABLISHMENT AND RESTATEMENT...1 Section Plan Establishment...1 Section Plan Restatement...1 Section Plan Funding...1 Section Social Security Alternative Plan...1 ARTICLE II. CONSTRUCTION AND DEFINITIONS...2 Section Construction and Governing Law...2 Section Definitions...2 ARTICLE III. ELIGIBILITY AND CONTRIBUTIONS...8 Section Eligibility...8 Section Compensation Reduction/Redirection Election...8 Section Roth Elective Deferrals...9 Section Eligible Rollover Contributions to the Plan...9 ARTICLE IV. LIMITATIONS ON CONTRIBUTIONS...10 Section Basic Annual Limitation for Elective Deferrals...10 Section Special 403(b) Plan Elective Deferral Catch-up Limitation for Employees With 15 Years of Service...10 Section Age 50 Catch-up Elective Deferrals...11 Section Elective Deferral Catch-up Provision Coordination...11 Section Special Rule for a Participant Covered by Another Defined Contribution Plan...11 Section Correction of Excess Elective Deferrals...12 Section Annual Additions Limitation...12 ARTICLE V. VESTING...15 ARTICLE VI. LOANS...15 Section Loans...15 Section Maximum Loan Amount...15 Section Repayment...15 Section Assignment...16 Section Governing Terms...16 Section Information Coordination Concerning Loans i -

3 TABLE OF CONTENTS (continued) Page ARTICLE VII. BENEFIT DISTRIBUTIONS...16 Section Distribution of Elective Deferrals...16 Section In-Service Distributions of Rollover Contribution Account...17 Section Forms of Payment...17 Section Small Account Balances...17 Section Minimum Distributions...17 Section Hardship Withdrawals...18 Section Death Benefits...20 Section Rollover Distributions from the Plan...20 Section Permissive Service Credit Transfers...22 Section Plan-to-Plan Transfers to the Plan...23 Section Plan-to-Plan Transfers from the Plan...23 ARTICLE VIII. INVESTMENT OF CONTRIBUTIONS...24 Section Manner of Investment...24 Section Exclusive Benefit...24 Section Investment of Contributions...24 Section Information Sharing...24 Section Investment Changes...24 Section Current Vendors...25 Section Former Vendors...25 Section Investment Advisor Fees...25 ARTICLE IX. PLAN ADMINISTRATION...26 Section Administrator...26 Section Delegation by Administrator...27 Section Employment of Consultants...27 Section Requests for Information Concerning Eligibility, Participation and Contributions...27 Section Requests for Information Concerning Annuity Contracts and Custodial Accounts...28 Section Plan Expenses...28 ARTICLE X. AMENDMENT AND PLAN TERMINATION...28 Section Termination of Contributions...28 Section Amendment and Termination...28 Section Distribution upon Termination of the Plan...28 ARTICLE XI. MISCELLANEOUS...29 Section Non-Assignability...29 Section Domestic Relation Orders ii -

4 TABLE OF CONTENTS (continued) Page Section Internal Revenue Service Levy...29 Section Protection of Persons Who Serve in a Uniformed Service...29 Section Tax Withholding...30 Section Payments to Minors and Incompetents...30 Section Mistaken Contributions...30 Section Procedure When Distributee Cannot Be Located...30 Section Incorporation of Terms Governing Investment Arrangements...31 Section Federal and State Taxes...31 Section Erroneous Payments...31 Section Limitation on Rights and Obligations...31 Section Counterparts...32 APPENDIX A PLAN VENDORS... A-1 APPENDIX B ADMINISTRATIVE FUNCTIONS...B-1 - iii -

5 UNIVERSITY OF ILLINOIS SUPPLEMENTAL 403(b) RETIREMENT PLAN ARTICLE I. PLAN ESTABLISHMENT AND RESTATEMENT Section Plan Establishment. (a) The University of Illinois ("University") is a public university established under Illinois law and an educational organization described in Section 170(b)(1)(A)(ii) of the Internal Revenue Code of 1986, as amended ("Code"), as well as a tax-exempt organization under Code Section 501(c)(3). The Board of Trustees of the University established the University of Illinois Supplemental 403(b) Retirement Plan ("Plan"), effective July 1, 1964, under which eligible employees could voluntarily choose to supplement their retirement benefits by making salary deferral contributions. The Plan is, and is intended to remain, a defined contribution plan under Code Section 403(b), and is a governmental plan within the meaning of Code Section 414(d) and Section 3(32) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). As a governmental plan, ERISA does not apply. (b) The Plan was most recently restated effective January 1, 2009, to comply with the final regulations under Code Section 403(b), and has been amended from time to time thereafter. Section Plan Restatement. (a) The Plan is now being amended and restated effective March 1, 2018, except as otherwise specifically provided herein, to incorporate the prior amendments to the Plan and to make certain discretionary changes. (b) Except as otherwise specifically provided herein, the Plan as hereinafter set forth establishes the rights and obligations with respect to individuals who are Employees on and after March 1, 2018, and to transactions under the Plan on and after March 1, The rights and benefits, if any, of individuals who are not Employees on or after March 1, 2018, shall be determined in accordance with the terms and provisions of the Plan that were in effect on the date of their Severance from Employment, except as otherwise specifically provided herein or in a subsequent amendment. Section Plan Funding. The Plan is funded exclusively through the purchase of Investment Arrangements from the Vendor(s) identified in Appendix A attached hereto, as that Appendix may be modified from time to time. Section Social Security Alternative Plan. The Plan is not designed or intended to provide retirement benefits to Participants that are comparable to the benefits provided under the Old-Age, Survivors, and Disability Insurance ("OASDI") portion of the Federal Insurance Contribution Act ("FICA"). As such, the Plan is not a qualified replacement plan within the meaning of Section 218 of the Social Security Act. Therefore, a Non-Covered Employee is subject to the OASDI portion of FICA, regardless of the amount he or she elects to contribute to the Plan.

6 ARTICLE II. CONSTRUCTION AND DEFINITIONS Section Construction and Governing Law. (a) This Plan shall be interpreted, enforced and administered in accordance with the Code and, when not inconsistent with the Code, or expressly provided otherwise herein, the laws of the State of Illinois without regard to conflict of law principles. (b) Words used herein in the masculine gender shall be construed to include the feminine gender where appropriate, and vice versa, and words used herein in the singular or plural shall be construed as being in the plural or singular where appropriate, and vice versa. (c) The headings and subheadings in the Plan are inserted for convenience of reference only and are not to be considered in the construction of any provision of the Plan. (d) If any provision of the Plan shall be held to violate the Code or be illegal or invalid for any other reason, that provision shall be deemed to be null and void, but the invalidation of that provision shall not otherwise impair or affect the Plan. (e) In resolving any conflict between provisions of the Plan and in resolving any other uncertainty as of the meaning or intention of any provision of the Plan, the interpretation that causes the Plan to constitute a defined contribution plan under the provisions of Code Section 403(b) and causes the Plan to comply with all applicable requirements of the Code shall prevail over any different interpretation. Section Definitions. When the initial letter of a word or phrase is capitalized herein, the meaning of such word or phrase shall be as follows: (a) "Account" means the account(s) maintained for the benefit of any Participant or Beneficiary under an Investment Arrangement. The following Accounts shall be established for a Participant or Beneficiary, if applicable: (1) A Pre-Tax Elective Deferral Account to reflect the Participant's interest in an Investment Arrangement attributable to his or her Pre-Tax Elective Deferrals pursuant to Section Such Account may be further divided into a Pre-1987 Pre-Tax Elective Deferral Account reflecting Pre-Tax Elective Deferrals made to the Plan prior to 1987 and a Post-1987 Pre-Tax Elective Deferral Account reflecting Pre-Tax Elective Deferrals made to the Plan after 1986, including any earnings on the Pre-1987 Elective Deferrals. (2) A Roth Elective Deferral Account to reflect the Participant's interest in an Investment Arrangement attributable to his or her Roth Elective Deferrals pursuant to Section (3) A Rollover Contribution Account to reflect the Participant's interest in an Investment Arrangement attributable to his or her Rollover Contributions pursuant to Section

7 (b) "Account Balance" means the total benefit to which a Participant or the Participant's Beneficiary is entitled under an Investment Arrangement, taking into account all contributions made to the Investment Arrangement and all earnings or losses (including expenses) that are allocable to the Participant's Accounts, any Rollover Contributions held under the Participant's Rollover Contribution Account, any Transfer Contributions held under the Participant's Transfer Contribution Account, and any distribution made to the Participant, the Participant's Beneficiary, or any Alternate Payee. The Account Balance includes any part of the Participant's Account that is treated under the Plan as a separate contract to which Code Section 403(c) (or another applicable provision of the Code) applies. A separate Account shall be established for an Alternate Payee. (c) "Accumulated Benefit" means the sum of a Participant's or Beneficiary's Account Balances under all Investment Arrangements under the Plan. (d) "Administrator" means the University; provided, however, that to the extent that the University has delegated any of its responsibilities as Administrator to any other person or persons, the term Administrator shall be deemed to refer to that person or persons. Functions of the Administrator, including those described in the Plan, may be performed by Vendors, designated agents of the Administrator, or others (including Employees a substantial portion of whose duties is administration of the Plan) pursuant to the terms of Investment Arrangements, written service agreements or other documents under the Plan. For this purpose, an Employee is treated as having a substantial portion of his or her duties devoted to administration of the Plan if the Employee's duties with respect to administration of the Plan are a regular part of the Employee's duties and the Employee's duties relate to Participants and Beneficiaries generally (and the Employee only performs those duties for himself or herself as a consequence of being a Participant or Beneficiary). (e) "Alternate Payee" means a Spouse, former Spouse, child, or other dependent of a Participant who is recognized by a qualified domestic relations order as having a right to receive all, or a portion of, the benefits payable under the Plan with respect to such Participant, as defined in Code Section 414(p)(8). (f) "Annuity Contract" means a nontransferable group or individual contract as defined in Code Sections 403(b)(1) and 401(g), established for each Participant by the University, or by each Participant individually, that is issued by an insurance company qualified to issue annuities in a State and that includes payment in the form of an annuity. (g) "Beneficiary" means the designated person(s) or entity(ies) entitled to receive benefits under the Plan after the death of a Participant, as identified under the terms governing each Investment Arrangement or in other records maintained under the Plan. Unless otherwise provided under the terms governing the applicable Investment Arrangement, if the designated Beneficiary does not survive the Participant or there is no Beneficiary designated, the Participant's surviving Spouse or, if applicable, the Participant's civil union partner within the meaning of 750 ILCS 75, shall be the Beneficiary. If there is no surviving Spouse or civil union partner, the Participant's estate shall be the Beneficiary. Beneficiary also means an Alternate Payee. 3

8 (h) (i) "Board" means The Board of Trustees of the University of Illinois. "Code" means the Internal Revenue Code of 1986, as amended from time to time. (j) "Compensation" means all cash compensation for services to the University, including salary, wages, fees, commissions, bonuses, overtime pay, and differential wage payments under Code Section 3401(h), that is includible in the Employee's gross income for the calendar year and amounts that would be cash compensation includible in gross income but for a reduction election under Code Section 125, 132(f), 401(k), 403(b), or 457(b) (including a Compensation Reduction/Redirection Election under the Plan). Compensation does not include amounts "picked up" by the Employer within the meaning of Code Section 414(h). Compensation includes any compensation described in subsection (1) or (2), provided it is paid by the later of 2½ months after the Employee's Severance from Employment with the Employer or the end of the calendar year in which the Employee has a Severance from Employment with the Employer: (1) a payment that would have been paid to the Employee prior to a Severance from Employment if the Employee continued in employment with the Employer and that otherwise satisfies the definition of Compensation; and (2) a payment for unused accrued bona fide sick, vacation, or other leave, but only if the Employee would have been able to use the leave if employment had continued and the payment would be Compensation if paid prior to the Employee's Severance from Employment, and only if the Employee separately elects for such payment to be reduced or redirected on his or her Salary Reduction and/or Redirection Agreement pursuant to Section Any payment that is not described in subsection (1) or (2) is not considered Compensation if paid after Severance from Employment. Thus, for example, Compensation does not include amounts paid after Severance from Employment that are severance pay or unfunded nonqualified deferred compensation. (k) "Compensation Reduction/Redirection Election" means an election by an Employee to reduce or redirect his or her Compensation and have that amount contributed as an Elective Deferral on his or her behalf to one or more Investment Arrangements pursuant to a Salary Reduction and/or Redirection Agreement. (l) "Custodial Account" means the group or individual custodial account or accounts, as defined in Code Section 403(b)(7), established for each Participant by the University, or by each Participant individually, to hold assets of the Plan. (m) "Disabled" means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or to be of long continued and indefinite duration, as defined under Code Section 72(m)(7). The permanence and degree of such impairment shall be supported by medical evidence. For purposes of Annuity Contracts distributing amounts not attributable to Elective Deferrals, Disabled shall have the meaning described in this paragraph (m) unless an alternative definition is provided in the Investment Arrangement. 4

9 (n) "Elective Deferral" means the Employer contributions made to the Plan at the election of the Participant in lieu of receiving cash Compensation. Elective Deferrals include Pre-Tax Elective Deferrals and Roth Elective Deferrals, except where specifically stated otherwise. (o) "Employee" means a common law employee of the University, and shall not include (i) an individual who is designated in good faith as an independent contractor, as determined by the Administrator in its sole discretion, regardless of whether such individual is later determined to be a common law employee for tax purposes, or (ii) an individual who is a nonresident alien with no income from sources within the United States. An individual is not an Employee unless his or her Compensation for performing services is paid by the University. (p) "Employer" means the University. (q) "Former Vendor" means any provider that was approved by the Employer to offer annuity contracts or custodial accounts under the Plan, but that ceases to be eligible to receive new contributions under the Plan on or after January 1, (r) "Includible Compensation" means an Employee's compensation received from the Employer that is includible in the Participant's gross income for federal income tax purposes (computed without regard to Code Section 911, relating to United States citizens or residents living abroad), including differential wage payments under Code Section 3401(h), for the most recent period that is a Year of Service. Includible Compensation also includes any Elective Deferral or other amount contributed or deferred by the Employer at the election of the Employee that would be includible in gross income but for the rules of Code Section 125, 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b). Includible Compensation does not include any compensation received during a period when the Employer was not an eligible employer within the meaning of Treasury Regulation Section 1.403(b)-2(b)(8). The amount of Includible Compensation is determined without regard to any community property laws. Includible Compensation does not include any amounts "picked-up" by the Employer within the meaning of Code Section 414(h). Includible Compensation includes any compensation described in subsection (1) or (2), provided the compensation is paid by the later of 2½ months after the Employee's Severance from Employment with the Employer or the end of the calendar year in which the Employee has a Severance from Employment with the Employer: (1) a payment that would have been paid to the Employee prior to a Severance from Employment if the Employee continued in employment with the Employer and that is regular compensation for services during the Employee's regular working hours, compensation for services outside the Employee's regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments; and (2) a payment for unused accrued bona fide sick, vacation, or other leave, but only if the Employee would have been able to use the leave if employment had continued and the payment would have been included in the definition of Includible Compensation if paid prior to the Employee's Severance from Employment. 5

10 Except as provided in Treasury Regulation Section 1.401(a)(17)-1(d)(4)(ii), the amount of Includible Compensation of each Participant taken into account in determining contributions shall not exceed $275,000, adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B) for periods after (s) "Investment Arrangement" means an Annuity Contract or Custodial Account that satisfies the requirements of Treasury Regulation Section 1.403(b)-3 and that is issued or established for funding amounts held under the Plan and specifically approved by the Employer for use under the Plan. The terms governing each Investment Arrangement under the Plan, excluding those terms that are inconsistent with the Plan or Code Section 403(b), are hereby incorporated by reference in the Plan. (t) "Investment Options" means the mutual funds and other investment options available for investing amounts held under an Investment Arrangement under the Plan and specifically approved by the Employer for use under the Plan. (u) "Non-Covered Employee" means any Employee who is not eligible to participate in the State Universities Retirement System or entitled to any benefits under the State Universities Retirement System as an annuitant, disabled member, or vested deferred member, except (i) students enrolled and regularly attending classes at the Employer and exempt from Federal Insurance Contributions Act (FICA) within the meaning of Code Section 3121(b)(10) or (ii) non-u.s. citizens with F-1 and J-1 visas employed after July 1, (v) "Participant" means an individual for whom contributions are currently being made or for whom contributions have previously been made under the Plan and who has not received a distribution of his or her benefit under the Plan. (w) "Plan" means the University of Illinois Supplemental 403(b) Retirement Plan, as amended from time to time. (x) "Plan Year" means the calendar year. (y) "Pre-Tax Elective Deferral" means an Elective Deferral made to the Plan by the Employer at the election of a Participant pursuant to a Salary Reduction and/or Redirection Agreement in accordance with Section (z) "Qualified Distribution" means a distribution from a Roth Elective Deferral Account after the Participant has satisfied a five year tax holding period and has attained age 59½, died, or become Disabled, in accordance with Code Section 402A(d). The five year tax holding period is the period of five consecutive taxable years that begins with the first day of the first taxable year in which the Participant makes a designated Roth Elective Deferral under the Plan or to another retirement plan which amount was directly rolled over to the Plan, and ends when five consecutive taxable years have been completed. (aa) "Related Employer" means any entity which is under common control with the Employer under Code Section 414(b), (c), (m) or (o). The Employer shall determine which entities are Related Employers based on a reasonable, good faith standard and taking into account the special rules applicable under IRS Notice 89-23, C.B

11 (bb) Section "Rollover Contribution" means an amount contributed to the Plan pursuant to (cc) "Roth Elective Deferral" means an Elective Deferral that is: (i) designated irrevocably by the Participant at the time of the Compensation Reduction/Redirection Election as a Roth Elective Deferral that is being made in lieu of all or a portion of the Pre-Tax Elective Deferrals the Participant is otherwise eligible to make under the Plan; and (ii) treated by the Employer as includible in the Participant's income at the time the Participant would have received that amount in cash if the Participant had not made a Compensation Reduction/Redirection Election. (dd) "Salary Reduction and/or Redirection Agreement" means an agreement entered into between an Employee and the Employer pursuant to Section Such agreement shall not be effective with respect to Compensation made available prior to the effective date of such agreement and shall be binding on the parties and irrevocable with respect to Compensation earned while it is in effect. (ee) "Severance from Employment" means that the Employee ceases to be employed by the Employer or a Related Employer that is eligible to maintain a Code Section 403(b) plan under Treasury Regulation Section 1.403(b)-2(b)(8) (an "eligible employer"), even if the Employee remains employed with another entity that is a Related Employer where either (i) such Related Employer is not an eligible employer or (ii) the Employee is employed in a capacity that is not employment with an eligible employer. The employment relationship between an Employee who is a faculty member and the University terminates at the end of the faculty member's contract assignment, unless otherwise renewed or earlier terminated by the Employee or the University. (ff) "Spouse" means the person to whom an Employee is legally married under the law of any State. (gg) "State" means a State, a political subdivision of a State, or any agency or instrumentality of a State. "State" includes the District of Columbia pursuant to Code Section 7701(a)(10). An Indian tribal government is treated as a State pursuant to Code Section 7871(a)(6)(B) for purposes of Code Section 403(b)(1)(A)(ii). (hh) Section (ii) "Transfer Contribution" means an amount contributed to the Plan pursuant to "University" means the University of Illinois. (jj) "Vendor" means the provider of an Annuity Contract or Custodial Account as selected by the Administrator and listed in Appendix A, as modified from time to time in the Administrator's sole discretion. A modification of Appendix A is not an amendment of the Plan. (kk) "Vested" means the interest of the Participant in his or her Account that is unconditional, legally enforceable, and nonforfeitable. 7

12 (ll) "Year of Service" means each full year during which an individual is a full-time Employee of the Employer, plus fractional credit for each part of a year during which the individual is either a full-time Employee of the Employer for a part of a year or a part-time Employee of the Employer. The Employee must be credited with a full Year of Service for each year during which the Employee is a full-time Employee and a fraction of a year for each part of a work period during which the Employee is a full-time or part-time Employee of the Employer. An Employee's number of Years of Service equals the aggregate of the annual work periods during which the Employee is employed by the Employer. The work period is the Employer's annual work period. ARTICLE III. ELIGIBILITY AND CONTRIBUTIONS Section Eligibility. Each Employee may elect to have Elective Deferrals made on his or her behalf immediately upon becoming employed by the Employer. Section Compensation Reduction/Redirection Election. (a) General Rule. An Employee becomes a Participant by executing an election to reduce or redirect his or her Compensation (and have that amount contributed as an Elective Deferral on his or her behalf to one or more Investment Arrangements) and filing it with the University Payroll and Benefits office. The Compensation Reduction/Redirection Election shall be made on a Salary Reduction and/or Redirection Agreement provided by the Employer under which the Employee agrees to be bound by all the terms and conditions of the Plan. The Administrator may establish an annual minimum deferral amount no higher than $200, and may change such minimum to a different amount (but not in excess of $200) from time to time. The Employee must also execute an agreement provided by the Vendor designating the Investment Options under the Investment Arrangements to which Elective Deferrals are to be made and designating a Beneficiary, and file it with the Vendor. Any such elections or designations shall remain in effect until a new election is filed with the Administrator or Vendor, as applicable. An Employee shall become a Participant as soon as administratively practicable following the date indicated under the Employee's election. A Pre-Tax Elective Deferral Account and/or Roth Elective Deferral Account will be established for each Participant. (b) Information Provided by the Employee. Each Participant shall provide at the time of initial enrollment, and later if there are any changes, any information necessary or advisable for the administration of the Plan, including any information required under the terms governing the Investment Arrangement. (c) Change in Compensation Reduction/Redirection Election. Subject to the terms governing the applicable Investment Arrangement, a Participant may change his or her Compensation Reduction/Redirection Election, choice of Investment Arrangements, and designated Beneficiary. A change in the Compensation Reduction/Redirection Election shall take effect as of the date provided by the Administrator on a uniform basis for all Employees. A change in Investment Arrangements or Beneficiary designation will take effect when the election is accepted by the Vendor. 8

13 (d) Contributions Made Promptly. Contributions to the Plan shall be transferred to the Vendor within 15 business days following the month in which the amounts would have been paid to the Employee. (e) Leave of Absence. Unless a Compensation Reduction/Redirection Election is otherwise revised, if an Employee is absent from work by leave of absence, Elective Deferrals under the Plan shall continue to the extent that Compensation continues. In no event shall Elective Deferrals be made on behalf of an Employee who is on an unpaid leave of absence or who is receiving benefits under an insured disability plan. Section Roth Elective Deferrals. (a) General Application. A Participant may designate all or a portion of the Participant's Elective Deferrals as Roth Elective Deferrals. Any Roth Elective Deferrals under an Investment Arrangement shall be allocated to a separate Account maintained under the Investment Arrangement for a Participant's Roth Elective Deferrals. Unless specifically stated otherwise, Roth Elective Deferrals shall be treated as Elective Deferrals for all purposes under the Plan. (b) Separate Accounting. (1) Contributions and withdrawals of Roth Elective Deferrals shall be credited and debited to the Roth Elective Deferral Account maintained for the Participant under the Investment Arrangement. (2) A record of the amount of Roth Elective Deferrals in each Roth Elective Deferral Account shall be maintained. (3) Gains, losses, and other credits or charges must be separately allocated on a reasonable and consistent basis to each Participant's Roth Elective Deferral Account and the Participant's other Accounts. (4) No contributions other than Roth Elective Deferrals and properly attributable earnings shall be credited to a Participant's Roth Elective Deferral Account. Section Eligible Rollover Contributions to the Plan. (a) Eligible Rollover Contributions. To the extent provided under the terms governing the applicable Investment Arrangement, an Employee who is a Participant who is entitled to receive an Eligible Rollover Distribution from another Eligible Retirement Plan may request to have all or a portion of the Eligible Rollover Distribution paid to the Plan as a Rollover Contribution. Such rollover contributions shall be made in the form of cash only. The Vendor may require such documentation from the distributing plan as it deems necessary to effectuate the rollover in accordance with Code Section 402 and to confirm that such plan is an Eligible Retirement Plan. (b) Eligible Rollover Distribution. For purposes of paragraph (a), an Eligible Rollover Distribution means any distribution of all or any portion of a Participant's benefit under 9

14 another Eligible Retirement Plan, except that an Eligible Rollover Distribution does not include (i) any installment payment for a period of ten years or more, (ii) any distribution made upon hardship, or (iii) for any other distribution, the portion, if any, of the distribution that is a required minimum distribution under Code Section 401(a)(9). (c) Eligible Retirement Plan. For purposes of paragraph (a), an Eligible Retirement Plan means a qualified trust described in Code Section 401(a) (excluding after-tax contributions), an annuity plan described in Code Section 403(a) or 403(b) (excluding after-tax contributions), an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), or an eligible governmental plan described in Code Section 457(b). (d) Roth Rollover Contributions. The Plan shall accept a Rollover Contribution from a Roth elective deferral account under an applicable retirement plan described in Code Section 402A(e)(1) only if it is a direct rollover and only to the extent the rollover is permitted under the rules of Code Section 402(c). A separate Rollover Contribution Account shall be maintained to reflect any direct rollover to the Plan of an eligible Roth Rollover Contribution as herein provided. (e) Information Regarding Participant Basis Required. A rollover of an Eligible Rollover Distribution that includes Roth Elective Deferrals shall only be accepted if the Vendor obtains information regarding the Participant's tax basis under Code Section 72 in the amount rolled over. (f) Separate Accounts. The Vendor shall establish and maintain separate accounts for the Participant for any Eligible Rollover Distribution. ARTICLE IV. LIMITATIONS ON CONTRIBUTIONS Section Basic Annual Limitation for Elective Deferrals. Except as provided in Sections 4.02 and 4.03, the maximum amount of the Elective Deferrals under the Plan for any calendar year shall not exceed $18,500, which is the applicable dollar amount established under Code Section 402(g)(1)(B), adjusted for cost-of-living to the extent provided under Code Section 402(g)(4) for periods after Section Special 403(b) Plan Elective Deferral Catch-up Limitation for Employees With 15 Years of Service. Because the Employer is a qualified organization within the meaning of Treasury Regulation Section 1.403(b)-4(c)(3)(ii), the applicable dollar amount under Section 4.01 for any "Qualified Employee" is increased (to the extent provided under the terms governing the applicable Investment Arrangement) by the least of: 10

15 (a) $3,000; (b) The excess of: (1) $15,000, over (2) The total special 403(b) catch-up Elective Deferrals made for the Qualified Employee by the Employer for all prior years of employment with the Employer; or (c) The excess of: (1) $5,000 multiplied by the number of Years of Service of the Qualified Employee with the Employer, over (2) the total Elective Deferrals made for the Qualified Employee by the Employer for all prior years of employment with the Employer. For purposes of this Section 4.02, a "Qualified Employee" means an Employee who has completed at least 15 Years of Service. Section Age 50 Catch-up Elective Deferrals. An Employee who is a Participant who will attain age 50 or more by the end of the calendar year is permitted to elect an additional amount of Elective Deferrals, up to the maximum age 50 catch-up Elective Deferrals for the year. The maximum dollar amount of the age 50 catch-up Elective Deferrals for a year is $6,000, adjusted for cost-of-living to the extent provided under Code Section 414(v) for periods after Section Elective Deferral Catch-up Provision Coordination. Elective Deferrals in excess of the limitation set forth in Section 4.01 will be allocated first to the special 403(b) catch-up under Section 4.02 (if applicable) and next as an age 50 catch-up contribution under Section 4.03 (if applicable). However, in no event can the amount of the Elective Deferrals for a year be more than the Participant's Compensation for the year. Section Special Rule for a Participant Covered by Another Defined Contribution Plan. For purposes of this Article IV, if the Participant is or has been a Participant in one or more other plans under Code Section 403(b) (and any other plan that permits elective deferrals under Code Section 402(g)), then this Plan and all such other plans shall be considered as one plan for purposes of applying the limitations in this Article IV. For this purpose, the Administrator shall take into account any other such plan maintained by any Related Employer and shall also take into account any other such plan for which the Administrator receives from the Participant sufficient information concerning his or her participation in such other plan; provided, however, that another plan maintained by a Related Employer shall be taken into account for purposes of Section 4.02 only if the other plan is a 403(b) plan. Notwithstanding the preceding, it is the Participant's responsibility to ensure that his or her elective deferrals to a plan maintained by an employer that is not the Employer or a Related Employer, when added to his or her Elective Deferrals to this Plan, do not exceed the limits under Code Section 402(g). 11

16 Section Correction of Excess Elective Deferrals. (a) If the Elective Deferral on behalf of a Participant for any calendar year exceeds the limitations described in this Article IV, or the Elective Deferral on behalf of a Participant for any calendar year exceeds these limitations when combined with other amounts deferred by the Participant under another plan of the Employer under Code Section 403(b) (and any other plan that permits elective deferrals under Code Section 402(g) for which the Participant provides information that is accepted by the Administrator), then the Elective Deferral, to the extent in excess of the applicable limitations (adjusted for any income or loss in value, if any, allocable thereto), shall be distributed to the Participant by no later than the April 15 th following the calendar year in which the Excess Elective Deferral was made, provided that the Participant notifies the Employer in writing of the excess amounts by no later than the preceding March 1 st. A Participant shall be deemed to have notified the Employer of excess Elective Deferrals to the extent the Participant has excess Elective Deferrals for the calendar year calculated by taking into account only Elective Deferrals under this Plan and amounts deferred by the Participant to other plans of the Employer. Any tax consequences resulting from a Participant's failure to notify the Employer under this Section are the sole responsibility of the Participant. If a Participant who made Pre-Tax Elective Deferrals and Roth Elective Deferrals for a calendar year has excess amounts for that year, unless the terms governing the applicable Investment Arrangement provide otherwise, the excess amounts shall be distributed out of the Roth Elective Deferral Account unless the Participant elects to instead have the excess amounts distributed out of the Pre-Tax Elective Deferral Account. (b) Notwithstanding paragraph (a), to the extent that the Elective Deferral on behalf of a Participant for any calendar year exceeds the limitations described above only when combined with other amounts deferred by the Participant under a plan of a Related Employer, then the plan of the Related Employer is responsible for distributing the excess amounts for the year. Section Annual Additions Limitation. (a) Limitations on Aggregate Annual Additions. (1) General Limitation on Annual Additions. A Participant's Annual Additions under the Plan for a Limitation Year may not exceed the Maximum Annual Addition as set forth in Section 4.07(b)(4). (2) Aggregation of 403(b) Plans of the Employer. If Annual Additions are credited to a Participant under any 403(b) plans of the Employer in addition to this Plan for a Limitation Year, the sum of the Participant's Annual Additions for the Limitation Year under this Plan and such other 403(b) plans may not exceed the Maximum Annual Addition as set forth in Section 4.07(b)(4). (3) Aggregation Where Participant is in Control of Any Employer. If a Participant is in control of any employer for a Limitation Year, the sum of the Participant's Annual Additions for the Limitation Year under this Plan, any other 403(b) plans of the Employer, any defined contribution plans maintained by controlled 12

17 employers, and any 403(b) plans of any other employers may not exceed the Maximum Annual Addition as set forth in Section 4.07(b)(4) below. For purposes of this subsection, a Participant is in control of an employer based upon the rules of Code Sections 414(b), 414(c), and 415(h), and a defined contribution plan means a defined contribution plan that is qualified under Code Section 401(a) or 403(a), a Code Section 403(b) plan, or a simplified employee pension within the meaning of Code Section 408(k). (4) Annual Notice to Participants. The Administrator shall provide written or electronic notice to Participants that explains the limitation in Section 4.07(a)(3) in a manner calculated to be understood by the average Participant and informs Participants of their responsibility to provide information to the Administrator that is necessary to satisfy Section 4.07(a)(3). The notice will advise Participants that the application of the limitations in Section 4.07(a)(3) will take into account information supplied by the Participant and that failure to provide necessary and correct information to the Administrator could result in adverse tax consequences to the Participant, including the inability to exclude contributions to the Plan under Code Section 403(b). The notice will be provided annually, beginning no later than the year in which the Employee becomes a Participant. (5) Coordination of Limitation on Annual Additions Where Participant is in Control of Employer. If the Participant is in control of an employer, Annual Additions which may be credited to a Participant under this Plan for any Limitation Year shall not exceed the Maximum Annual Addition under Section 4.07(b)(4), reduced by the Annual Additions credited to the Participant under any defined contribution plans maintained by controlled employers and 403(b) plans of any other employers. Contributions to the Participant's Accounts under this Plan shall be reduced to the extent necessary to prevent this limitation from being exceeded. (6) Coordination of Limitation on Annual Additions Where Employer Has Another 403(b) Plan. If Annual Additions are credited to the Participant for the Limitation Year under another 403(b) plan of the Employer, the Annual Additions which may be credited to the Participant for the Limitation Year shall be limited to the extent necessary to prevent exceeding the Maximum Annual Addition under Section 4.07(b)(4) as follows: first, under the other 403(b) plan; and, second, this Plan. (7) Excess Annual Additions. (i) If, notwithstanding Sections 4.07(a)(1) through 4.07(a)(6), a Participant's Annual Additions under this Plan, or under this Plan and plans aggregated with this Plan under Sections 4.07(a)(2) and 4.07(a)(3), result in an Excess Annual Addition for a Limitation Year, the Excess Annual Addition will be deemed to consist of the Annual Additions last credited, except Annual Additions to a defined contribution plan qualified under Code Section 401(a) or a simplified employee pension maintained by an employer controlled by the Participant will be deemed to have been credited first. 13

18 (ii) Any Excess Annual Addition attributable to this Plan will be corrected in the manner described in Section 4.07(a)(8). (8) Correction of Excess Annual Additions. A Participant's Excess Annual Additions for a taxable year are includible in the Participant's gross income for that taxable year. A Participant's Excess Annual Additions attributable to this Plan shall be credited in the year of the excess to a separate account under the Plan for such Excess Annual Additions which shall be maintained by the Vendor until the Excess Annual Additions are distributed. This separate account will be treated as a separate contract to which Code Section 403(c) (or another applicable provision of the Code) applies. Amounts in the separate account may be distributed at any time, notwithstanding any other provisions of the Plan. Excess Annual Additions shall be corrected as permitted under the Employee Plans Compliance Resolution System (or similar Internal Revenue Service correction program). (b) Definitions. (1) "Annual Additions" means the following amounts credited to a Participant under the Plan or any other plan aggregated with the Plan under Sections 4.07(a)(2) and 4.07(a)(3): (i) employer contributions, including elective deferrals (other than age 50 catch-up elective deferrals described in Code Section 414(v) and contributions that have been distributed to the Participant as excess elective deferrals); (ii) (iii) after-tax employee contributions; forfeitures; (iv) amounts allocated to an individual medical account, as defined in Code Section 415(l)(2), which is part of a pension or annuity plan, and amounts derived from contributions paid or accrued which are attributable to postretirement medical benefits, allocated to the separate account of a key employee, as defined in Code Section 419A(d)(3), under a welfare benefit fund, as defined in Code Section 419(e); and (v) allocations under a simplified employee pension. (vi) amounts described in (i), (ii), (iii), and (v) are Annual Additions for purposes of both the dollar limitation under Section 4.07(b)(4)(i) and the percentage of compensation limitation under Section 4.07(b)(4)(ii). Amounts described in (iv) are Annual Additions solely for purposes of the dollar limitation under Section 4.07(b)(4)(i). (2) "Excess Annual Addition" means the excess of the Annual Additions credited to the Participant for the Limitation Year under the Plan and plans aggregated with the Plan under Sections 4.07(a)(2) and 4.07(a)(3) over the Maximum Annual Addition for the Limitation Year under Section 4.07(b)(4). 14

19 (3) "Limitation Year" means the calendar year. However, if the Participant is in control of an employer pursuant to Section 4.07(a)(3) above, the Limitation Year shall be the Limitation Year in the defined contribution plan controlled by the Participant. (4) "Maximum Annual Addition" means that the Annual Addition that may be contributed or allocated to a Participant's Account under the Plan for any Limitation Year shall not exceed the lesser of: (i) $55,000, adjusted for increases in the cost-of-living under Code Section 415(d) for periods after 2018; or (ii) 100% of the Participant's Includible Compensation for the Limitation Year. ARTICLE V. VESTING A Participant (or in the event of the Participant's death, the Beneficiary) shall always be 100% Vested in his or her Accounts at all times. ARTICLE VI. LOANS Section Loans. Participants who are Employees may obtain loans under the Plan to the extent (i) a Vendor has been approved by the Administrator to allow loans under the Plan and (ii) a loan is permitted by the terms governing the applicable Investment Arrangement. Loans are not permitted from a Roth Elective Deferral Account. Loans will be subject to separate loan procedures issued by the Employer or the Vendor under the Plan. Participants shall not have more than one loan outstanding at any time from the Plan and any other plan of the Employer and Related Employer. A Participant must repay a loan in full before the Participant may apply for and receive another loan. No loans are permitted for former Employees who have had a Severance from Employment with the Employer. Participants may be charged a reasonable processing fee per loan. Section Maximum Loan Amount. No loan to any Participant can be made to the extent that such loan when added to the outstanding balance of all other loans to the Participant would exceed the lesser of (i) $50,000 reduced by the excess (if any) of the highest outstanding balance of loans during the one year period ending on the day before the loan is made, over the outstanding balance of loans from the plan on the date the loan is made, or (ii) one-half the present value of the nonforfeitable accrued benefit of the Participant. For purposes of this limitation, all loans from all plans of the Employer and Related Employers are aggregated. Section Repayment. Any loan shall by its terms require that repayment (principal and interest) be amortized in level payments, not less frequently than quarterly, over a period not extending beyond five years from the date of the loan. If such loan is used to acquire a 15

20 dwelling unit which within a reasonable time (determined at the time the loan is made) will be used as the principal residence of the Participant, the amortization period shall not extend beyond 15 years from the date of the loan. Section Assignment. An assignment or pledge of any portion of the Participant's interest in the Plan and a loan, pledge, or assignment with respect to any insurance contract purchased under the Plan, will be treated as a loan under this Article VI. Section Governing Terms. The terms governing the applicable Investment Arrangement shall determine the method of repayment of loans. Section Information Coordination Concerning Loans. Each Vendor shall be responsible for all information reporting and tax withholding required by applicable federal and State law in connection with distributions and loans. To minimize the instances in which Participants have taxable income as a result of loans from the Plan, unless otherwise delegated under separate agreement, the Administrator will take such steps as may be appropriate to coordinate the limitations on loans set forth in Section 6.02, including the collection of information from Vendors and Former Vendors, and transmission of information requested by any Vendor or Former Vendor, concerning the outstanding balance of any loans made to a Participant under the Plan or any other plan of the Employer. The Administrator will also take such steps as may be appropriate to collect information from Vendors and/or Former Vendors, and to transmit any information to any Vendor or Former Vendor, concerning any failure by a Participant to timely repay any loans made to a Participant under the Plan or any other plan of the Employer. The Administrator may delegate this responsibility to a Vendor or to another service provider pursuant to Article IX of the Plan. ARTICLE VII. BENEFIT DISTRIBUTIONS Section Distribution of Elective Deferrals. (a) A Participant may request a distribution of Elective Deferrals from his or her Account at such time that the Participant: (1) has a Severance from Employment; (2) dies; (3) becomes Disabled; (4) attains age 59½; or (5) has a financial hardship as set forth in Section (b) The distribution restrictions in paragraph (a) do not apply to Elective Deferrals to the Plan prior to January 1, 1989 (not including earnings thereon) provided that such Elective Deferrals are separately accounted for under the Plan. 16

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