CHRISTIAN BROTHERS RETIREMENT SAVINGS PLAN

CHRISTIAN BROTHERS RETIREMENT SAVINGS PLAN (Qualified Under Section 403(b) of the Internal Revenue Code) Originally Effective May 1, 1995 Restated as of July 1, 2013

TABLE OF CONTENTS ARTICLE I DEFINITIONS...1 1.1 Account...1 1.2 Administrator...1 1.3 Adoption Agreement...1 1.4 Beneficiary...2 1.5 Brother Chairman...2 1.6 Code...2 1.7 Compensation...2 1.8 Contributions...2 1.9 Custodian...2 1.10 Date of Hire...2 1.11 Disability...2 1.12 Employee...3 1.13 Employer...3 1.14 Hour of Service...3 1.15 Highly Compensated Employee...4 1.16 Includible Compensation...4 1.17 Investment Fund...4 1.18 Nonqualified Church-Controlled Organization...5 1.19 Normal Retirement Date...5 1.20 Participant...5 1.21 Participation Service...5 1.22 Period of Absence...5 1.23 Period of Severance...5 1.24 Participation Agreement...5 1.25 Plan...5 1.26 Plan Year...5 1.27 Reemployment Commencement Date...6 1.28 Related Employer...6 i

1.29 Severance from Service Date...6 1.30 Sponsor...6 1.31 Trust...6 1.32 Trust Fund...6 1.33 Trustee...6 ARTICLE II ELIGIBILITY...6 2.1 General...6 2.2 Exclusions and Delayed Participation Employers Other than NCCOs...7 2.3 Exclusions and Delayed Participation NCCOs...7 ARTICLE III CONTRIBUTIONS...8 3.1 Participant Contributions...8 3.2 Employer Matching Contributions...9 3.3 Employer Discretionary Contributions...9 3.4 Rollover Contributions to this Plan...9 3.5 Participant After-Tax Contributions...10 3.6 Protection of Persons Who Serve in a Uniformed Service...10 3.7 Safe Harbor Option...11 ARTICLE IV RESTRICTIONS ON PARTICIPANT CONTRIBUTIONS...12 4.1 Basic Annual Limitation...12 4.2 Age 50 Catch-up Participant Contribution Contributions...12 4.3 Coordination...12 4.4 Special Rule for a Participant Covered by Another Section 403(b) Plan...12 4.5 Correction of Excess Participant Contributions...12 ARTICLE V LIMITATIONS ON AGGREGATE ANNUAL ADDITIONS...13 5.1 Limitations on Aggregate Annual Additions...13 5.2 Definitions for this Article V...15 ARTICLE VI TRANSFERS TO AND FROM PLAN...16 6.1 Transfers to the Plan...16 6.2 Transfers from the Plan...16 ii

ARTICLE VII ACCOUNTING...17 7.1 Transfers to and from the Plan...17 7.2 Accounts...17 7.3 Earnings and Losses...18 7.4 Salary Reduction Contributions...18 7.5 Matching Employer Contributions...18 7.6 Discretionary Employer Contributions & Forfeitures...19 7.7 Rollover Account...19 ARTICLE VIII INVESTMENTS...19 8.1 General...19 8.2 Investment Fund...19 8.3 Default Investment Fund...20 ARTICLE IX VESTING - FORFEITURES...21 9.1 Termination by Death, Retirement or Disability...21 9.2 Termination for Other Reasons...21 9.3 Participation Service...22 9.4 Vesting Schedule Amendments...22 ARTICLE X PAYMENT OF BENEFITS...23 10.1 Form...23 10.2 Commencement Date...23 10.3 Limitations...24 10.4 Hardship Distributions...24 10.5 Direct Rollovers from this Plan...25 10.6 In-service Withdrawal of Amounts in Rollover Account...27 10.7 Missing Payees...27 10.8 Distributions to Minors and Incompetents...27 10.9 Taxes...27 10.10 Loans...27 ARTICLE XI MINIMUM DISTRIBUTION REQUIREMENTS...28 11.1 General...28 iii

11.2 Distributions Before Death...28 11.3 Distribution Upon Death...28 11.4 Special Rule for 2009 Distributions Not Elected...30 ARTICLE XII ADMINISTRATOR...30 12.1 Appointment...30 12.2 Resignation and Removal...30 12.3 Compensation...30 ARTICLE XIII CUSTODIAN...31 13.1 Appointment...31 13.2 Resignation and Removal...31 13.3 Compensation...31 ARTICLE XIV ALLOCATION OF RESPONSIBILITIES UNDER PLAN...31 14.1 Sponsor...31 14.2 Trustee...31 14.3 Employers...31 14.4 Administrator...32 14.5 Limitations on Liabilities and Duties...32 ARTICLE XV FEES, TAXES, AND OTHER EXPENSES...34 ARTICLE XVI BENEFICIARY DESIGNATION...34 16.1 Designation of Beneficiary...34 16.2 Absence of Valid Designation of Beneficiaries...35 ARTICLE XVII AMENDMENTS...35 17.1 Amendments to Plan...35 17.2 Amendments to Adoption Agreement...35 17.3 Mergers...35 ARTICLE XVIII TERMINATION...36 18.1 Termination of Plan...36 18.2 Termination of Employer s Participation in the Plan...36 18.3 Termination of Participant...37 iv

18.4 Powers Upon Termination...37 ARTICLE XIX CLAIMS PROCEDURES...37 19.1 Claims Procedure...37 19.2 Review Procedure...37 ARTICLE XX ROLLOVERS AND TRANSFERS...38 20.1 Rollovers...38 20.2 Transfers...38 20.3 Procedures...38 ARTICLE XXI MISCELLANEOUS...39 21.1 Participant s Interest in Accounts...39 21.2 Exclusive Benefit...39 21.3 Mistaken Contributions...39 21.4 Change of Address...39 21.5 Notice...39 21.6 Successors...39 21.7 Construction...39 21.8 Separability...40 21.9 No Assignment of Benefits...40 21.10 Effect of Participation...40 21.11 Controlling Law...40 21.12 Military Service...41 v

CHRISTIAN BROTHERS RETIREMENT SAVINGS PLAN WHEREAS, the Conference of Major Superiors of the Christian Brothers of the United States (hereinafter the Sponsor ), by appropriate action of its Brother Chairman, has established the Christian Brothers Retirement Savings Plan effective as of May 1, 1995, to provide for the sole and exclusive benefit of Participants (as this term is defined hereinafter). The Plan and the trust funding it are intended to be a program of one or more retirement income accounts under section 403(b)(9)(B) of the Internal Revenue Code of 1986 (the Code ). The Plan and the trust funding it are intended to provide retirement benefits to Participants and their Beneficiaries and to encourage contributions for retirement on the part of Participants by providing for contributions on a pre-tax basis. The Plan is a nonelecting church plan within the meaning of section 3(33) of the Employee Retirement Income Security Act of 1974 (ERISA), and accordingly, the Plan is not subject to the requirements of ERISA. WHEREAS, the Trustees deem it desirable to amend and restate the Plan to reflect the issuance of final regulations under Code section 403(b) and certain changes in the administration of the Plan and to make certain other desired changes. NOW, THEREFORE, the Trustees hereby restate the Christian Brothers Retirement Savings Plan to provide as follows effective as of July 1, 2013. ARTICLE I DEFINITIONS Wherever appropriate, words used in this Plan in the singular include the plural, and the masculine include the feminine. As used herein, the following terms shall have the meaning set after each unless the context clearly requires otherwise: 1.1 Account Account shall mean the separate account or accounts established under this Plan for each Participant and maintained for accounting purposes. 1.2 Administrator Administrator shall mean the administrator appointed by the Trustee pursuant to Section 12.1 hereof. 1.3 Adoption Agreement Adoption Agreement shall mean the completed application prescribed by the Administrator by which an organization becomes a participating Employer under this Plan. 1

1.4 Beneficiary Beneficiary shall mean any person (other than a Participant), estate, trust or organization entitled to receive benefits hereunder following the death of a Participant. 1.5 Brother Chairman Brother Chairman shall mean the highest officer of the Sponsor, as duly elected from time to time. 1.6 Code Code shall mean the Internal Revenue Code of 1986, as amended from time to time. 1.7 Compensation Compensation of any Employee shall mean all cash compensation for services to the Employer, including salary, wages, fees, commissions, bonuses, and overtime pay, that is includible in the Employee s gross income for the calendar year, plus amounts that would be cash compensation for services to the Employer includible in the Employee s gross income for the calendar year but for a compensation reduction election under section 125, 132(f), 401(k), 403(b), or 457(b) of the Code (including an election under Section 3.1 made to reduce compensation in order to have Participant Contributions under the Plan), but excluding severance pay. 1.8 Contributions Contributions shall mean Participant Contributions, Employer Matching Contributions, Employer Discretionary Contributions, and Rollover Contributions. 1.9 Custodian Custodian shall mean the Custodian appointed by the Administrator pursuant to Section 13.1 hereof. 1.10 Date of Hire Date of Hire shall mean the day on which an Employee first completes an Hour of Service for an Employer. 1.11 Disability Disability shall mean the inability of a Participant to engage in any substantial gainful activity because of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. The permanence and degree of such impairment shall be supported by medical evidence. A Participant will be considered to be under a Disability if he or she has been determined to be disabled for purposes of obtaining Social Security benefits. 2

1.12 Employee Employee shall mean any individual who, on the effective date of the Plan (or thereafter in case of a newly hired person), is a common law employee of an Employer. 1.13 Employer Employer shall mean any corporation, establishment, institution, or entity that: has been authorized by the Administrator to participate in the Plan; has evidenced its participation in, and approval of, this Plan by executing an Adoption Agreement and any of its predecessors, successors, receivers, or assignees; is either listed (or in the process of being listed) in The Official Catholic Directory published by P. J. Kenedy and Sons; or is substantially owned (80% or more) by one or more entities listed (or in the process of being listed) in The Official Catholic Directory; and is exempt from tax under Code section 501(c)(3). Employer also includes any Related Employer designated in the Adoption Agreement. 1.14 Hour of Service Hour of Service shall mean the following: (b) each hour for which an Employee is paid, or entitled to payment, for the performance of duties for an Employer during the applicable computation period; each hour for which an Employee is paid, or entitled to payment, by an 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 leave of absence. Notwithstanding the preceding sentence: (1) no more than 501 Hours of Service shall be credited under this subsection (b) to an Employee on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period); (2) an hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed is not required to be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable workmen s compensation, or unemployment compensation or disability insurance laws; and (3) Hours of Service are not required to be credited for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee; (c) each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer. The same Hours of Service shall not be 3

credited both under Section 1.14 or 1.14(b) as the case may be, and under this Section 1.14(c). Crediting of Hours of Service for back pay awarded or agreed to with respect to periods described in Section 1.14(b) shall be subject to the limitations set forth in that subsection.; and (d) each noncompensated hour during a period of leave of absence from an Employer for service in the armed forces of the United States if the Employee returns to work for an Employer at a time when he has reemployment rights under federal law. The crediting of Hours of Service to the appropriate computation period shall be based on the rules set forth in the Code of Federal Regulations section 2530.200b-2(b) and (c). 1.15 Highly Compensated Employee Highly Compensated Employee shall mean an individual described in Code section 414(q), which shall generally include: any employee who during the Plan Year or preceding Plan Year was at any time a 5% or more owner of an Employer; or any employee who received compensation (as defined in Code section 415(c)(3)) in excess of $115,000 (as adjusted for cost-of-living increases after 2013 under Code section 415(d)) from an Employer during the preceding Plan Year. 1.16 Includible Compensation Includible Compensation of an Employee shall mean an Employee s compensation received from the Employer that is includible in the Employee s gross income for Federal income tax purposes (computed without regard to Code section 911 relating to United States citizens or residents living abroad) 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). The amount of Includible Compensation is determined without regard to any community property laws. The amount of Includible Compensation of each Participant employed by a Nonqualified Church-Controlled Organization taken into account for purposes of determining Employer Matching Contributions or Employer Discretionary contributions for any Plan Year shall not exceed $255,000, as adjusted for cost-of-living increases in accordance with Code section 401(17)(B) for periods after 2013. 1.17 Investment Fund Investment Fund shall mean an investment fund described in Section 8.2 hereof. 4

1.18 Nonqualified Church-Controlled Organization Nonqualified Church-Controlled Organization or NCCO shall mean an Employer that is neither a church within the meaning of Code section 3121(w)(3)(A) nor a qualified church-controlled organization within the meaning of Code section 3121(w)(3)(B). 1.19 Normal Retirement Date Normal Retirement Date shall mean a Participant s 65th birthday. 1.20 Participant Participant shall mean an Employee who becomes a Participant pursuant to Article II hereof. An Employee who becomes a Participant shall remain a Participant until all benefits due him under the Plan have been paid. 1.21 Participation Service Participation Service shall mean the period of a Participant s employment considered in the determination of his vesting under the Plan in accordance with Section 9.3. 1.22 Period of Absence Period of Absence shall mean the period of time commencing with the start of an Employee s absence from service for any reason other than a quit, discharge, retirement or death and ending with the earlier of his Severance from Service Date or the first subsequent date on which he performs an Hour of Service for an Employer. 1.23 Period of Severance Period of Severance shall mean the period of time commencing on the Severance from Service Date and ending on the Reemployment Commencement Date. 1.24 Participation Agreement Participation Agreement shall mean the completed application prescribed by the Administrator by which an Employee becomes a Participant. 1.25 Plan Plan shall mean this Christian Brothers Retirement Savings Plan, as amended from time to time. The use of the term Christian Brothers in the name of the Plan is pursuant to the sponsorship by the Sponsor. If the Sponsor chooses to end its sponsorship of the Plan, the term Christian Brothers cannot be used in connection with the Plan or any successor plan. 1.26 Plan Year Plan Year shall mean the calendar year. 5

1.27 Reemployment Commencement Date Reemployment Commencement Date shall mean the first date following a Period of Severance on which an Employee performs an Hour of Service for an Employer. 1.28 Related Employer Related Employer shall mean any entity which is under common control with an Employer under Code section 414(b) or (c) and that is an eligible employer within the meaning of Treas. Reg. 1.403(b)-2(b)(8). For this purpose, 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 Notice 89-23, 1989-1 C.B. 654. 1.29 Severance from Service Date Severance from Service Date shall mean the earliest of the dates on which an Employee (1) quits, (2) retires, (3) is discharged, (4) dies, or (5) reaches the first anniversary of the first date of a Period of Absence. 1.30 Sponsor Sponsor shall mean the Conference of Major Superiors of the Christian Brothers. 1.31 Trust Trust shall mean the Christian Brothers Retirement Savings Trust, as amended from time to time. 1.32 Trust Fund Trust. Trust Fund shall mean all the money and other property held by the Trustee under the 1.33 Trustee Trustee shall mean the Trustee or Trustees of the Trust acting from time to time. 2.1 General ARTICLE II ELIGIBILITY Except as provided in Sections 2.2 and 2.3, each Employee shall be eligible to participate in the Plan and elect to have Participant Contributions made on his or her behalf hereunder immediately upon becoming employed by the Employer. 6

2.2 Exclusions and Delayed Participation Employers Other than NCCOs Except to the extent permitted in the applicable Adoption Agreement, the following Employees of an Employer other than a NCCO shall not be eligible to participate in the Plan for any purpose: (1) academic employees who are scheduled to work less than half of the normal full-time academic load as determined by his Employer; (2) temporary employees, learners, lecturers, visiting lecturers, graduate assistants, fellows, or research assistants; (3) employees who are members of a unit of employees covered by a collective bargaining agreement between employee representatives and an Employer if retirement benefits were the subject of good faith bargaining between the Employer and such representatives, unless the participation of such employees is required by the terms of the collective bargaining agreement; (4) members of a religious order the order has elected to exclude from participation in the Plan; (5) Employees who normally work fewer than the minimum number of hours specified in their Employer s Adoption Agreement, provided that the minimum number of hours specified cannot be less than 20 nor more than 30 hours per week. (6) such other employees as are excluded in the Employer s Adoption Agreement. (b) An Employer other than a NCCO may delay the date on which an Employee shall be eligible to participate in the Plan and have Participant Contributions made on his or her behalf and share in Employer Matching Contributions and Employer Discretionary Contributions until the Employee completes the eligibility requirements set forth in his or her Employer s Adoption Agreement; provided, however, that such eligibility requirements for Participant Contributions do not exceed 12 months. 2.3 Exclusions and Delayed Participation NCCOs Except to the extent permitted in the applicable Adoption Agreement, the following Employees of a NCCO shall not be eligible to participate in the Plan for any purpose other than making Participant Contributions: (1) the categories of Employees listed in Section 2.2 hereof except 2.2(5); 7

(2) Highly Compensated Employees, unless the NCCO elects the Safe Harbor Option in its Adoption Agreement; and (3) Employees who normally work fewer than 20 hours per week. An Employee normally works fewer than 20 hours per week if, for the 12-month period beginning on the date the Employee s employment commenced, the Employer reasonably expects the Employee to work fewer than 1,000 hours of service (as defined in Code section 410(3)(C)) and, for each Plan Year ending after the close of that 12-month period, the Employee has worked fewer than 1,000 hours of service. (b) An Employer that is a NCCO may delay the date on which an Employee shall be eligible to participate in the Plan for purposes of being allocated Employer Matching Contributions and Employer Discretionary Contributions until the Employee completes the eligibility requirements set forth in his or her Employer s Adoption Agreement; provided, however, that such eligibility requirements do not exceed 12 months. 3.1 Participant Contributions ARTICLE III CONTRIBUTIONS (b) Each Participant may cause contributions to be made on his or her behalf by entering into a compensation reduction agreement with his or her Employer in a form provided by the Administrator 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 lower amount from time to time. Any such agreement shall be a legally binding agreement between the Employer and the Participant whereby the Participant irrevocably agrees to take a reduction in Compensation or to forego an increase in Compensation with respect to amounts earned after the agreement s effective date, and whereby the Employer agrees to contribute the amount of Compensation reduced or foregone by the Participant to the Plan. A compensation reduction agreement may be terminated at any time by either the Employer or the Participant with respect to amounts not yet earned by the Participant. Subject to the limitations set forth in Article IV, each Employer shall make cash contributions to the Plan on behalf of each Participant employed by the Employer in accordance with any compensation reduction agreement between the Employer and the Participant as described in Section 3.1 above as soon as practicable after the date the related Compensation otherwise would have been paid to the Participant, but in no event later than 15 business days following the month in which the Compensation would otherwise have been paid to the Participant. 8

(c) (d) (e) Contributions by an Employer pursuant to this Section 3.1 shall be called Participant Contributions and shall be credited to the Participant s Participant Contribution Account. Participant Contributions on behalf of a Participant for any period cannot exceed 100% of the Participant s Compensation for that period. Unless an election is otherwise revised, if an Employee is absent from work by leave of absence, Participant Contributions under the Plan shall continue to the extent that Compensation continues. 3.2 Employer Matching Contributions Within a reasonable period of time after each payroll period, each Employer shall contribute in cash to the Plan on behalf of each Participant employed by the Employer the percentage specified in the Employer s Adoption Agreement of Participant Contributions for the Participant for such period; provided, however, that no Employer Matching Contributions shall be made on behalf of a Participant who is a Highly Compensated Employee of an NCCO unless the NCCO has elected the Safe Harbor Option in its Adoption Agreement. Contributions for the benefit of a Participant under this Section shall be credited to the Participant s Employer Matching Contribution Account. 3.3 Employer Discretionary Contributions In addition to the contributions described in the foregoing Sections of this Article III, each Employer may contribute in cash to this Plan for any period specified by the Employer such additional amounts as it may determine from time to time. Contributions pursuant to this Section 3.3 shall be called Employer Discretionary Contributions; provided, however, that no Employer Discretionary Contributions shall be made on behalf of a Participant who is a Highly Compensated Employee of an NCCO unless the NCCO has elected the Safe Harbor Option in its Adoption Agreement. Employer Discretionary Contributions made by an Employer shall be allocated among and credited to the Employer Discretionary Contribution Accounts of its Participants on the basis selected by the Employer in the Adoption Agreement. 3.4 Rollover Contributions to this Plan (b) (c) 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. Such rollover contributions shall be made in the form of cash only. The Administrator 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. For purposes of this Section 3.4, an Eligible Rollover Distribution means any distribution of all or any portion of a Participant s benefit under another Eligible Retirement Plan, except that an Eligible Rollover Distribution does not include (1) 9

any installment payment for a period of 10 years or more, (2) any distribution made upon hardship, or (3) for any other distribution, the portion, if any, of the distribution that is a required minimum distribution under Code section 401(9). (d) (e) (f) (g) (h) (i) For purposes of this Section 3.4, an Eligible Retirement Plan means a qualified trust described in Code section 401, an annuity plan described in Code section 403 or 403(b), an individual retirement account described in Code section 408, an individual retirement annuity described in Code section 408(b), or an eligible governmental plan described in Code section 457(b). Rollovers of Roth deferrals shall not be permitted. A Participant may make a rollover contribution to the Plan of an amount received by the Participant that is an eligible rollover distribution as defined in Code section 402(c)(4) from an eligible retirement plan as defined in Code section 402(c)(8)(B). Such rollover contribution shall be credited to the Participant s Rollover Account. Once transferred into the Participant s Rollover Account, such assets shall be treated as a contribution for purposes of this Plan and shall be invested, distributed and otherwise treated as such. In lieu of a rollover, the Trust may accept a direct transfer of assets to the Plan on behalf of the Participant to the extent permitted by the Code and the regulations and rulings thereunder. Neither the Trustee nor Administrator shall have any duty or responsibility for determining whether any rollover contribution or transfer of assets by or on behalf of the Participant pursuant to this Article is a proper rollover contribution or transfer of assets under the Code, or for determining whether any such rollover contribution or transfer of assets is excludible from the Participant s gross income, or for assuring that any such rollover contribution or transfer of assets does not constitute an excess contribution under Code section 4973. Contributions pursuant to this Section 3.4 shall be called Rollover Contributions and shall be credited to the Participant s Rollover Account. 3.5 Participant After-Tax Contributions Participant after-tax contributions to this Plan shall not be permitted. If another plan is merged into this Plan in accordance with Section 17.3, any after-tax contributions in the other plan may be transferred into this Plan. Such transferred after-tax contributions (and earnings thereon) shall be separately accounted for and credited to Participants After-Tax Contribution Accounts, but the Participants in the other plan may not be make any after-tax contributions following the date of merger. 3.6 Protection of Persons Who Serve in a Uniformed Service An Employee whose employment is interrupted by qualified military service under Code section 414(u) or who is on a leave of absence for qualified military service under Code section 10

414(u) may elect to make additional Participant Contributions upon resumption of employment with his or her Employer equal to the maximum Participant Contributions that the Employee could have elected during that period if the Employee s employment with the Employer had continued (at the same level of Compensation) without the interruption or leave, reduced by the Participant Contributions, if any, actually made for the Employee during the period of the interruption or leave. Except to the extent provided under Code section 414(u), this right applies for five years following the resumption of employment (or, if sooner, for a period equal to three times the period of the interruption or leave). 3.7 Safe Harbor Option. Rules of Application (1) If the Employer has elected the Safe Harbor Option in the Adoption Agreement, the provisions of this article shall apply for the Plan Year. (2) To the extent that any other provision of the Plan is inconsistent with the provisions of this article, the provisions of this article govern. (b) Safe Harbor Contributions (1) Unless the Employer elects in the Adoption Agreement to make Safe Harbor Nonelective Contributions, the Employer will contribute for the Plan Year a Safe Harbor Matching Contribution to the Plan on behalf of each Participant equal to (i) 100 percent of the amount of the Participant s Salary Reduction Contributions that do not exceed 3 percent of the Participant s Compensation for the Plan Year, plus (ii) 50 percent of the amount of the Participant s Salary Reduction Contributions that exceed 3 percent of the Participant s Compensation but that do not exceed 5 percent of the Participant s Compensation ( Basic Matching Contributions ). (2) The Participant s accrued benefit derived from Safe Harbor Contributions is nonforfeitable and may not be distributed earlier than severance from employment (separation from service, for Plan Years beginning before 2002), death, disability, or, in the case of a profit-sharing plan, the attainment of age 59-1/2. (c) Notice Requirement At least 30 days, but not more than 90 days, before the beginning of the Plan Year, the Employer will provide each eligible Employee a comprehensive notice of the Employee s rights and obligations under the Plan, written in a manner calculated to be understood by the average eligible Employee. If an Employee becomes eligible after the 90th day before the beginning of the Plan Year and does not receive the notice for that reason, the notice must be provided no more than 90 days before the Employee becomes eligible but not later than the date the Employee becomes eligible. 11

(d) Election Periods In addition to any other election periods provided under the Plan, each eligible Employee may make or modify a deferral election during the 30-day period immediately following receipt of the notice described in subsection 3.7(c) above. ARTICLE IV RESTRICTIONS ON PARTICIPANT CONTRIBUTIONS 4.1 Basic Annual Limitation Except as provided in Section 4.2, the maximum amount of the Participant Contribution under the Plan for any calendar year shall not exceed the lesser of the applicable dollar amount or (b) the Participant s Includible Compensation for the calendar year. The applicable dollar amount is the amount established under Code section 402(g)(1)(B), which is $17,500 for 2013, and is adjusted for cost-of-living after 2013 to the extent provided under Code section 415(d). 4.2 Age 50 Catch-up Participant Contribution Contributions 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 Participant Contributions, up to the maximum age 50 catch-up Participant Contributions for the year. The maximum dollar amount of the age 50 catch-up Participant Contributions for a year is $5,500 for 2013, and is adjusted for cost-of-living after 2013 to the extent provided under the Code. 4.3 Coordination Amounts in excess of the limitation set forth in Section 4.1 shall be allocated first as an age 50 catch-up contribution under Section 4.2 and then as a basic contribution under Section 4.1. However, in no event can the amount of the Participant Contributions for a year be more than the Participant s Compensation for the year. 4.4 Special Rule for a Participant Covered by Another Section 403(b) Plan For purposes of this Article IV, if a 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 foregoing limitations of this Article IV. For this purpose, the Administrator shall 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. 4.5 Correction of Excess Participant Contributions If the Participant Contribution on behalf of a Participant for any calendar year exceeds the limitations described above, or the Participant Contribution on behalf of a Participant for any calendar year exceeds the limitations described above when combined with other amounts 12

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 Participant Contribution, to the extent in excess of the applicable limitation (adjusted for any income or loss in value, if any, allocable thereto through the date of distribution), shall be distributed to the Participant. ARTICLE V LIMITATIONS ON AGGREGATE ANNUAL ADDITIONS 5.1 Limitations on Aggregate Annual Additions (b) (c) (d) General Limitation on Annual Additions. A Participant cannot receive an allocation for a Limitation Year greater than the Maximum Annual Addition as set forth in Section 5.2(c) below. Aggregation of Section 403(b) Contracts. All Section 403(b) Annuity Contracts purchased by the Employer (including plans purchased through compensation reduction elections) for the Participant are treated as one section 403(b) Annuity Contract and contributions received under all section 403(b) Annuity Contracts of the Employer will be aggregated for purposes of this Section 5.1. For purposes of this Section 5.1, the term Annuity Contract includes Custodial Accounts maintained pursuant to Code section 403(b) and retirement income accounts maintained pursuant to Code section 403(b)(9). Contributions made for a Participant are aggregated to the extent applicable under Code sections 414(b) and (c)(each as modified by Code section 415(h)). Aggregation where Participant is in Control of Employer. If a Participant receives an allocation under an Annuity Contract and such Participant is in control of any employer for a Limitation Year, the Annuity Contract will be considered a defined contribution plan maintained by both the controlled employer and the Participant for such Limitation Year. Accordingly, the Annuity Contract will be aggregated with all defined contribution plans maintained by the controlled employer and the limitations of Code section 415(c) will be applied in the aggregate to all annual additions allocated to the Participant in the Annuity Contract and all other defined contribution plans of the controlled employer. For purposes of this Section 5.1(c), a Participant is in control of an employer based upon the rules of Code sections 414(b) and 414(c) (each as modified by Code section 415(h)). Coordination of Limitation on Annual Additions Where Employer Maintains Another Section 403(b) Plan or Participant is in Control of Employer. The Annual Additions which may be credited to a Participant s Account under this Plan for any Limitation year will not exceed the Maximum Annual Addition under this Section 5.1(d), reduced by the Annual Additions credited to the Participant s Account under any other section 403(b) plans maintained by the Employer in addition to this Plan and under any defined contribution plans 13

maintained by an employer that is controlled by the Participant, provided in the later case that the Administrator receives sufficient information from the Participant concerning his or her participation in such defined contribution plan. The contributions allocated to the Participant s Account under this Plan will be reduced to the extent necessary to prevent this limitation from being exceeded. (e) Excess Annual Additions. (1) Notwithstanding Sections 5.1 through 5.1(d), if a Participant s Annual Additions under this Plan, or under this Plan and any other section 403(b) plans maintained by the Employer and any defined contribution plans maintained by an employer controlled by the Participant, result in an excess Annual Addition for a Limitation Year, then unless the Employer specifies another correction method in the Adoption Agreement, the excess Annual Addition will be deemed to consist of the Annual Additions last allocated, except Annual Additions to a defined contribution plan maintained by an employer controlled by the Participant will be deemed to have been allocated first. (2) If an excess Annual Addition was allocated to a Participant on an allocation date of this Plan which coincides with an allocation date of another section 403(b) plan maintained by the Employer, the excess Annual Addition attributable to this Plan will be the product of: the total excess Annual Addition allocated as of such date, times the ratio of (i) the Annual Additions allocated to the participant for the Limitation Year as of such date under this plan to (ii) the total Annual Additions allocated to the participant for the Limitation Year as of such date under this and all other section 403(b) plans maintained by the Employer. (3) Any excess Annual Addition attributable to this Plan will be corrected in the manner described in Section 5.1(f). (f) Correction of Excess Annual Additions. The portion of the section 403(b) contract that includes the excess Annual Additions attributable to this Plan fails to be a Section 403(b) Annuity Contract and the remaining portion of the contract is a Section 403(b) Annuity Contract. The issuer of the section 403(b) contract that includes the Excess Annual Addition shall maintain a separate account for such Excess Annual Addition for the year of the excess and for each year thereafter. In the case where a Participant is in control of an employer and the Excess Annual Addition needs to be maintained in a separate account under this Plan, the Administrator shall only be required to establish such separate account if it receives sufficient information from the Participant concerning his or her participation in such other defined contribution plan controlled by the Participant. 14

5.2 Definitions for this Article V Annual Additions. The sum of the following amounts credited to a Participant's Account for the Limitation Year under this Plan, any other section 403(b) plan of the employer, or a defined contribution plan maintained by an employer controlled by the Participant: (1) Employer contributions; (2) Employee contributions; (3) forfeitures; (4) amounts allocated to an individual medical account, as defined in Code section 415(l)(2), which is part of a pension or annuity plan are treated as annual additions to a defined contribution plan. Also 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), are treated as annual additions to a defined contribution plan; and (5) allocations under a simplified employee pension. (b) (c) Limitation Year. The Limitation Year means the Calendar Year. However, if the Participant is in control of an Employer pursuant to Section 5.1(c) above, the Limitation Year shall be the Limitation Year in the defined contribution plan controlled by the Participant. Maximum Annual Additions. Except for Age 50 Catch up contributions described in Code section 414(v), the Annual Addition that may be contributed or allocated to a Participant s Accounts under the Plan for any Limitation Year shall not exceed the lesser of: (1) $51,000, as adjusted for increases in the cost-of-living under Code section 415(d) for periods after 2013, or (2) 100 percent of the Participant s Includible Compensation for the Limitation Year. The Includible Compensation limit referred to in Section 5.2(c)(2) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Code section 401(h) or 419A(f)(2)) which is otherwise treated as an Annual Addition. For purposes of applying the limitations on Annual Additions to nonelective employer contributions pursuant to Code section 415, Includible Compensation for a Participant who is permanently and totally disabled (as defined in Code section 22(e)(3)) is the compensation such Participant would have received for the limitation year if the Participant had been paid at the rate of 15

compensation paid immediately before becoming permanently and totally disabled. (d) Employer. Solely for purposes of Sections 5.1 and 5.2, Employer means the employer that has adopted the Plan and any employer required to be aggregated with that employer under Code section 414(b) and (c) (each as modified by Code sections 415(h)), (m), (o), and section 1.414(c)-5 of the Treasury Regulations. 6.1 Transfers to the Plan ARTICLE VI TRANSFERS TO AND FROM PLAN (b) (c) At the direction of an Employer, for a class of Employees who are participants or beneficiaries in another plan under Code section 403(b), the Administrator may permit a transfer of assets to the Plan as provided in this Section 6.1. Such a transfer is permitted only if the other plan provides for the direct transfer of each person s entire interest therein to the Plan and the Participant is an employee or former employee of the Employer. The Administrator may require that the transfer be in cash or other property acceptable to it. The Administrator may require such documentation from the other plan as it deems necessary to effectuate the transfer in accordance with 1.403(b)-10(b)(3) of the Income Tax Regulations and to confirm that the other plan is a plan that satisfies Code section 403(b). The amount so transferred shall be credited to the Participant s Accounts, so that the Participant or Beneficiary whose assets are being transferred has an accumulated benefit immediately after the transfer at least equal to the accumulated benefit with respect to that Participant or Beneficiary immediately before the transfer. To the extent provided in the Individual Agreements holding such transferred amounts, the amount transferred shall be held, accounted for, administered and otherwise treated in the same manner as a Participant Contribution by the Participant under the Plan, except that (1) the Individual Agreement which holds any amount transferred to the Plan must provide that, to the extent any amount transferred is subject to any distribution restrictions required under Code section 403(b), the Individual Agreement must impose restrictions on distributions to the Participant or Beneficiary whose assets are being transferred that are not less stringent than those imposed on the transferor plan; and (2) the transferred amount shall not be considered an Participant Contribution under the Plan in determining the maximum deferral under Article IV. 6.2 Transfers from the Plan At the direction of an Employer, the Administrator may permit a class of Participants and Beneficiaries to elect to have all or any portion of their Account 16

balances transferred to another plan that satisfies Code section 403(b) in accordance with 1.403(b)-10(b)(3) of the Income Tax Regulations. A transfer is permitted under this Section 6.2 only if the Participants or Beneficiaries are employees or former employees of the Employer (or the business of the Employer) under the receiving plan and the other plan provides for the acceptance of plan-to-plan transfers with respect to the Participants and Beneficiaries and for each Participant and Beneficiary to have an amount deferred under the other plan immediately after the transfer at least equal to the amount transferred. (b) (c) The other plan must provide that, to the extent any amount transferred is subject to any distribution restrictions required under Code section 403(b), the other plan shall impose restrictions on distributions to the Participant or Beneficiary whose assets are transferred that are not less stringent than those imposed under the Plan. In addition, if the transfer does not constitute a complete transfer of the Participant s or Beneficiary s interest in the Plan, the other plan shall treat the amount transferred as a continuation of a pro rata portion of the Participant s or Beneficiary s interest in the transferor plan (e.g., a pro rata portion of the Participant s or Beneficiary s interest in any after-tax employee contributions). Upon the transfer of assets under this Section 6.2, the Plan s liability to pay benefits to the Participant or Beneficiary under this Plan shall be discharged to the extent of the amount so transferred for the Participant or Beneficiary. The Administrator may require such documentation from the receiving plan as it deems appropriate or necessary to comply with this Section 6.2 (for example, to confirm that the receiving plan satisfies Code section 403(b) and to assure that the transfer is permitted under the receiving plan) or to effectuate the transfer pursuant to 1.403(b)-10(b)(3) of the Income Tax Regulations. 7.1 Transfers to and from the Plan ARTICLE VII ACCOUNTING All direct or indirect asset transfers to the Plan shall be in cash unless the Administrator otherwise consents. 7.2 Accounts The Administrator or its appointed agent shall maintain the following separate accounts for each person having a credit under the Plan and shall credit or charge against such accounts contributions, income, losses, withdrawals and distributions: (b) (c) Participant Contribution Account; Employer Matching Contribution Account; Employer Discretionary Contribution Account; 17

(d) Rollover Account; (e) After-Tax Contributions Account (see Section 3.5); (f) (g) Safe Harbor Matching Contribution Account; and Safe Harbor Nonelective Contribution Account. 7.3 Earnings and Losses (b) On each business day the Trustee shall determine for the period then ended the sum of the net earnings and losses of each Investment Fund (excluding any gains or losses attributable to Participant loans), which shall reflect accrued but unpaid interest, dividends, gains or losses realized from the sale, exchange or collection of assets, other income received, appreciation or depreciation in the fair market value of assets, administration expenses, and taxes and other expenses paid. The determination of fair market value and net earnings and losses may be made in part or entirely by the Trustee, or in part or entirely by such other persons, or with such other assistance, as the Trustee in its sole discretion shall deem desirable. In determining the fair market value of Trust assets, the Trustee shall use current market prices or quotations, or for those assets for which they are unavailable; the Trustee shall use such values as it deems fair; and its determination shall be conclusive upon all persons. On each business day before any other allocations as of such date, the Administrator shall allocate the net income or net loss of each Investment Fund determined under subsection above for the period then ended, among and credit it to, the Accounts of Participants having credits in the Plan on said business day (adjusted for all withdrawals, distributions, and loans if any, made since the last business day). Such allocations shall be made in the proportion that the net credit in the Accounts of each Participant on said date in the Investment Fund bears to the total net credits in the Accounts of all such Participants invested in the Investment Fund on said date. 7.4 Salary Reduction Contributions Within a reasonable period of time following the end of each pay period the Administrator shall allocate the Salary Reduction Contributions made during said pay period to the Salary Reduction Contribution Accounts of Participants on whose behalf such contributions were made. 7.5 Matching Employer Contributions As of the end of each calendar month the Administrator shall allocate the Matching Employer Contributions made during said month to the Matching Employer Contribution Accounts of Participants on whose behalf such contributions were made. 18

7.6 Discretionary Employer Contributions & Forfeitures As of each Allocation Date the Administrator shall allocate each Employer s Discretionary Employer Contributions and Forfeitures for the Plan Year ending on that date in the manner specified in the Employer s Adoption Agreement. 7.7 Rollover Account Amounts transferred or rolled over to this Plan in accordance with Article XX hereof shall be allocated to a Participant s Rollover Account. 7.8 Safe Harbor Contributions As of the end of each calendar month the Administrator shall allocate the Safe Harbor Matching Employer Contributions made during said month, if any, to the Safe Harbor Matching Employer Contribution Accounts of Participants on whose behalf such contributions were made. As of each Allocation Date the Administrator shall allocate each Employer s Safe Harbor Nonelective Contributions, if any, to the Safe Harbor Nonelective Contribution Accounts of Participants on whose behalf such contributions were made. 8.1 General ARTICLE VIII INVESTMENTS All contributions to the Plan on behalf of a Participant shall be invested and reinvested exclusively in one or more of the Investment Funds described in Section 8.2. The Administrator may prescribe the form and manner in which such investment directions by the Participant shall be given. 8.2 Investment Fund Initially, as of the restatement date of this Plan, the Plan shall have the following Investment Funds: (1) Vanguard Prime Money Market Fund (2) Vanguard Total Bond Market Index Fund (3) Vanguard Wellington Fund (4) Vanguard U.S. Growth Fund (5) Vanguard 500 Index Fund (6) Vanguard Windsor II Fund (7) Vanguard FTSE Social Index Fund 19