AUGSBURG COLLEGE

DEFINED CONTRIBUTION RETIREMENT PLAN

[As Amended and Restated Effective June 1, 2013]

AUGSBURG COLLEGE

DEFINED CONTRIBUTION RETIREMENT PLAN

TABLE OF CONTENTS

Page

ARTICLE I GENERAL...................................................................................................................1

Sec. 1.1 Name and Type of Plan 1Sec. 1.2 Purpose 1Sec. 1.3 Effective Date 1Sec. 1.4 Employer 1Sec. 1.5 Construction and Applicable Law 1Sec. 1.6 Benefits Determined Under Provisions in Effect at Termination of Employment 1Sec. 1.7 Effective Date of Document 1

ARTICLE II MISCELLANEOUS DEFINITIONS.......................................................................3

Sec. 2.1 Account 3Sec. 2.2 Active Participant 3Sec. 2.3 Affiliate 3Sec. 2.4 Annuity Contract 3Sec. 2.5 Beneficiary 3Sec. 2.6 Board 3Sec. 2.7 Certified Earnings 3Sec. 2.8 Code 4Sec. 2.9 Common Control4Sec. 2.10 Custodial Account 4Sec. 2.11 ERISA 4Sec. 2.12 Funding Agency 4Sec. 2.13 Highly Compensated Employee 4Sec. 2.14 Leased Employee 5Sec. 2.15 Mutual Fund Shares 5Sec. 2.16 Named Fiduciary 5Sec. 2.17 Non-Highly Compensated Employee 6Sec. 2.18 Normal Retirement Age 6Sec. 2.19 Participant 6Sec. 2.20 Plan Year 6Sec. 2.21 Predecessor Employer 6Sec. 2.22 Qualified Employee 6Sec. 2.23 Successor Employer 7Sec. 2.24 Valuation Date 7

ARTICLE III SERVICE PROVISIONS........................................................................................8

Sec. 3.1 Employment Commencement Date 8

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Sec. 3.2 Termination of Employment 8Sec. 3.3 Hours of Service 8Sec. 3.4 Eligibility Computation Period 9Sec. 3.5 Year of Eligibility Service 9Sec. 3.6 Break In Service 9Sec. 3.7 Periods of Military Service 10

ARTICLE IV PLAN PARTICIPATION.......................................................................................11

Sec. 4.1 Eligibility for Participation 11Sec. 4.2 Duration of Participation 11Sec. 4.3 No Guarantee of Employment 11

ARTICLE V CONTRIBUTIONS...................................................................................................12

Sec. 5.1 Salary Reduction Contributions 12Sec. 5.2 Employer Contributions 13Sec. 5.3 Distribution of Excess Deferrals 14Sec. 5.4 Time of Contributions 15Sec. 5.5 Allocations 15Sec. 5.6 Limitations on Contributions 15

ARTICLE VI INDIVIDUAL ACCOUNTS AND INVESTMENTS...........................................16

Sec. 6.1 Accounts for Participants 16Sec. 6.2 Valuation Procedure 16Sec. 6.3 Annuity Contracts or Mutual Fund Shares Available Under Plan 16Sec. 6.4 Participant Directed Investments 17Sec. 6.5 Participant Statements 18Sec. 6.6 Rollover Accounts 18Sec. 6.7 Transfers from Annuities or Other Custodial Accounts 18

ARTICLE VII DESIGNATION OF BENEFICIARY..................................................................20

Sec. 7.1 Persons Eligible to Designate 20Sec. 7.2 Special Requirements for Married Participants 20Sec. 7.3 Form and Method of Designation 20Sec. 7.4 No Effective Designation 20Sec. 7.5 Successor Beneficiary 21

ARTICLE VIII BENEFIT REQUIREMENTS.............................................................................22

Sec. 8.1 Benefit on Termination of Employment 22Sec. 8.2 Death 22Sec. 8.3 Withdrawals Before Termination of Employment 22Sec. 8.4 Loans 24

ARTICLE IX DISTRIBUTION OF BENEFITS..........................................................................25

Sec. 9.1 Time and Method of Payment 25Sec. 9.2 Distributions From More Than One Annuity Contract or Custodial Account 27

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Sec. 9.3 Source of Benefits 27Sec. 9.4 Benefits May Not Be Assigned or Alienated 27Sec. 9.5 Conditions Precedent 27Sec. 9.6 Employer Directions to Funding Agency 27

ARTICLE X FUNDING AGENCY................................................................................................28

Sec. 10.1 Designation of Funding Agency 28Sec. 10.2 Compensation and Expenses of Funding Agency 28Sec. 10.3 No Diversion 28

ARTICLE XI ADMINISTRATION OF PLAN............................................................................29

Sec. 11.1 Administration by Employer 29Sec. 11.2 Evidence 29Sec. 11.3 Correction of Errors 29Sec. 11.4 Records29Sec. 11.5 General Fiduciary Standard 29Sec. 11.6 Claims Procedure 29Sec. 11.7 Bonding 30Sec. 11.8 Waiver of Notice 30Sec. 11.9 Agent For Legal Process30Sec. 11.10 Indemnification 30

ARTICLE XII AMENDMENT AND TERMINATION..............................................................31

Sec. 12.1 Amendment 31Sec. 12.2 Termination 31

ARTICLE XIII MISCELLANEOUS PROVISIONS...................................................................32

Sec. 13.1 Headings 32Sec. 13.2 Capitalized Definitions 32Sec. 13.3 Gender 32Sec. 13.4 Use of Compounds of Word "Here 32Sec. 13.5 Construed as a Whole 32

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AUGSBURG COLLEGE

DEFINED CONTRIBUTION RETIREMENT PLAN

(As Amended and Restated Effective June 1, 2013)

ARTICLE I GENERALARTICLE I

GENERAL

Sec. 1.1 Name and Type of PlanSec. 1.1 Name and Type of Plan. The name of the retirement plan set forth herein is the “Augsburg College Defined Contribution Retirement Plan”. It is sometimes herein referred to as the "Plan". The Plan is established under ERISA as an employer-sponsored individual account employee pension benefit plan (other than a money purchase pension plan) that is intended to make contributions to annuity contracts described in Code section 403(b) or custodial accounts described in Code section 403(b)(7) on behalf of Participants. Effective January 1, 2011, the Augsburg College Tax Deferred Annuity Plan (the “Prior TDA Plan”) was merged into the Plan.

Sec. 1.2 PurposeSec. 1.2 Purpose. The Plan has been established so that eligible employees may have an additional source of retirement income.

Sec. 1.3 Effective DateSec. 1.3 Effective Date. The Plan was originally established on July 1, 1962. The Prior TDA Plan was originally established on April 1, 1974. The Prior TDA Plan was merged into the Plan effective January 1, 2011. The Plan is amended and restated as set forth herein effective June 1, 2013.

Sec. 1.4 EmployerSec. 1.4 Employer. “Employer” means Augsburg College, a Minnesota non-profit corporation, and any Successor Employer thereof, for such period as it is a tax-exempt organization described in Code section 501(c)(3).

Sec. 1.5 Construction and Applicable LawSec. 1.5 Construction and Applicable Law. Annuity Contracts and Custodial Accounts under the Plan are intended to meet the requirements for annuities and custodial accounts under section 403(b)(1) and section 403(b)(7) of the Code respectively. The Plan is also intended to be in full compliance with applicable requirements of ERISA. The Plan shall be administered and construed consistent with said intent. It shall also be construed and administered according to the laws of the State of Minnesota to the extent that such laws are not preempted by the laws of the United States of America. All controversies, disputes, and claims arising hereunder shall be submitted to the United States District Court for the District of Minnesota, except as otherwise provided in any annuity contract or custodial account agreement entered into with a Funding Agency.

Sec. 1.6 Benefits Determined Under Provisions in Effect at Termination of EmploymentSec. 1.6 Benefits Determined Under Provisions in Effect at Termination of Employment. Except as may be specifically provided herein to the contrary, benefits under the Plan attributable to service prior to a Participant's Termination of Employment shall be determined and paid in accordance with the provisions of the Plan as in effect as of the date the Termination of Employment occurred unless he or she becomes an Active Participant after that date and such active participation causes a contrary result under the provisions hereof.

Sec. 1.7 Effective Date of DocumentSec. 1.7 Effective Date of Document. Unless a different date is specified for some purpose in this document, the provisions of this Plan document are generally

effective as of June 1, 2013. However, any provision necessary to comply with a requirement of the Code, other federal legislation, or a Treasury regulation, which requirement has an earlier effective date, shall be effective retroactively to the date required by the applicable law or regulation.

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ARTICLE II MISCELLANEOUS DEFINITIONSARTICLE II

MISCELLANEOUS DEFINITIONS

Sec. 2.1 AccountSec. 2.1 Account. “Account” means a Participant’s or Beneficiary’s interest in the Plan, and the Annuity Contracts or Custodial Accounts established under the Plan, of any of the types described in Sec. 6.1.

Sec. 2.2 Active ParticipantSec. 2.2 Active Participant . An employee is an "Active Participant" only while he or she is both a Participant and a Qualified Employee.

Sec. 2.3 AffiliateSec. 2.3 Affiliate. "Affiliate" means any trade or business entity under Common Control with the Employer, or under Common Control with a Predecessor Employer while it is such.

Sec. 2.4 Annuity ContractSec. 2.4 Annuity Contract. “Annuity Contract" means an annuity contract described in Code section 403(b) maintained for a Participant pursuant to this Plan to which contributions are deposited for the benefit of the Participant.

Sec. 2.5 BeneficiarySec. 2.5 Beneficiary. "Beneficiary" means the person or persons designated as such pursuant to the provisions of Article VII.

Sec. 2.6 BoardSec. 2.6 Board. The "Board" is the board of trustees of the Employer, and includes any executive committee thereof authorized to act for said board of trustees.

Sec. 2.7 Certified EarningsSec. 2.7 Certified Earnings. "Certified Earnings" of a Participant from the Employer for a Plan Year means the amount determined by the Employer to be the total earnings paid to the Participant by the Employer during such Plan Year for service as an Active Participant, subject to the following:

(a) Certified Earnings include Salary Reduction Contributions to this Plan and any contributions made by salary reduction to any other plan which meets the requirements of Code sections 125, 132(f)(4), 401(k), 402(h)(1)(B), 403(b) or 457 whether or not such contributions are actually excludable from the Participant's gross income for federal income tax purposes. Certified Earnings do not include Employer Contributions under this Plan.

(b) Bonuses, stipends, overtime or overload pay, allowances or reimbursements for expenses, severance pay, workers compensation supplements, payments or contributions to or for the benefit of the employee under any other deferred compensation, pension, profit sharing, insurance, or other employee benefit plan, merchandise or service discounts, non-cash employee awards, benefits in the form of property or the use of property, earnings payable in a form other than cash, compensation for unused annual leave time, long-term disability pay, or other similar fringe benefits shall not be included in computing Certified Earnings, except as provided in subsection (a) or to the extent such amounts are required to be included in determining the employee's regular rate of pay under the Federal Fair Labor Standards Act for purposes of computing overtime pay thereunder.

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(c) Notwithstanding the foregoing, for purposes of determining the amount of Employer Contributions for a Participant who is a member of the faculty, Certified Earnings means the salary stated in the Participant’s academic year contract or appointment letter.

(d) Certified Earnings of a Participant for a Plan Year shall not exceed $255,000, adjusted for each Plan Year to take into account any adjustment provided for that year in accordance with the Code and regulations prescribed by the Secretary of the Treasury under Code section 401(a)(17) (as made applicable by Code section 403(b)(12)). The dollar adjustment in effect on January 1 of any calendar year shall apply to Plan Years beginning in that calendar year. If a Plan Year is shorter than 12 months, the limit under this subsection for that year shall be multiplied by a fraction, the numerator of which is the number of months in the short Plan Year and the denominator of which is 12.

(e) Amounts paid prior to the date the employee becomes a Participant pursuant to Sec. 4.1(b) shall not be included in Certified Earnings for purposes of determining the Participant’s allocation of Employer Contributions.

Sec. 2.8 CodeSec. 2.8 Code. "Code" means the Internal Revenue Code of 1986 as from time to time amended.

Sec. 2.9 Common ControlSec. 2.9 Common Control. A trade or business entity (whether a corporation, partnership, sole proprietorship or otherwise) is under "Common Control" with another trade or business entity (i) if both entities are corporations which are members of a controlled group of corporations as defined in Code section 414(b), or (ii) if both entities are trades or businesses (whether or not incorporated) which are under common control as defined in Code section 414(c), including the special rules for determining common control of tax-exempt organizations under Treasury Regulation § 1.414(c)-5, or (iii) if both entities are members of an affiliated service group as defined in Code section 414(m), or (iv) if both entities are required to be aggregated pursuant to regulations under Code section 414(o). Service for all entities under Common Control shall be treated as service for a single employer to the extent required by the Code; provided, however, that an individual shall not be a Qualified Employee by reason of this section.

Sec. 2.10 Custodial AccountSec. 2.10 Custodial Account. "Custodial Account" means a Participant's or Beneficiary's Code section 403(b)(7) custodial account, created pursuant to a custodial account agreement between the Funding Agency and the Employer under this Plan to hold Mutual Fund Shares, in which contributions, investments thereof and earnings thereon are held by the Funding Agency for the benefit of the Participant.

Sec. 2.11 ERISASec. 2.11 ERISA. "ERISA" means the Employee Retirement Income Security Act of 1974 as from time to time amended.

Sec. 2.12 Funding AgencySec. 2.12 Funding Agency. "Funding Agency" means any insurance company issuing an Annuity Contract or any custodian appointed and acting from time to time in accordance with the provisions of Sec. 10.1 for the purpose of holding, investing, and disbursing Custodial Accounts under this Plan.

Sec. 2.13 Highly Compensated EmployeeSec. 2.13 Highly Compensated Employee. “Highly Compensated Employee” for any Plan Year means an individual described as such in Code section 414(q).

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(a) Unless otherwise provided in Code section 414(q), each employee who meets one of the following requirements is a “Highly Compensated Employee”:

(1) The employee at any time during the current or prior Plan Year was a more than 5-percent owner as defined in Code section 414(q)(2), or was the spouse, child, parent or grandparent of such an owner to whom the owner’s stock is attributed pursuant to Code section 318 (regardless of the Compensation of the owner or family member).

(2) The employee received Compensation from the employer in excess of $115,000 for the prior Plan Year.

(3) The individual is a former employee who had a separation year prior to the current Plan Year and such individual performed services for the employer and was a Highly Compensated Employee for either (i) such separation year, or (ii) any Plan Year ending on or after the individual’s 55th birthday. A “separation year” is the Plan Year in which the individual separates from service with the employer.

(b) The dollar amount specified in paragraph (2) of subsection (a) shall be indexed for cost of living adjustments for each calendar year as provided in the applicable Treasury regulations. For any Plan Year, the applicable dollar amount shall be the dollar amount in effect for the calendar year in which the Plan Year commences.

(c) For purposes of this section, “employer” includes the Employer and all Affiliates, and “employee” includes Leased Employees.

(d) “Compensation” means the amount defined as such under Code section 415(c)(3).

Sec. 2.14 Leased EmployeeSec. 2.14 Leased Employee. "Leased Employee" means any person defined as such by Code section 414(n). In general, a Leased Employee is any person who is not otherwise an employee of the Employer or an Affiliate (referred to collectively as the "recipient") and who pursuant to an agreement between the recipient and any other person ("leasing organization") has performed services for the recipient (or for the recipient and related persons determined in accordance with Code section 414(n)(6)) on a substantially full-time basis for a period of at least one year and such services are performed under primary direction or control by the recipient. For purposes of the requirements listed in Code section 414(n)(3), any Leased Employee shall be treated as an employee of the recipient, and contributions or benefits provided by the leasing organization which are attributable to services performed for the recipient shall be treated as provided by the recipient. However, if Leased Employees constitute less than 20% of the Employer’s non-highly compensated work force within the meaning of Code section 414(n)(5)(C)(ii), those Leased Employees covered by a plan described in Code section 414(n)(5) shall be disregarded. Notwithstanding the foregoing, no Leased Employee shall be a Qualified Employee or a Participant in this Plan.

Sec. 2.15 Mutual Fund SharesSec. 2.15 Mutual Fund Shares. “Mutual Fund Shares” means stock of an investment company registered and regulated as such under the Investment Company Act of 1940.

Sec. 2.16 Named FiduciarySec. 2.16 Named Fiduciary. The Employer is a “Named Fiduciary” for purposes of ERISA with authority to control or manage the operation and administration of the Plan, including control or management of the

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assets of the Plan. The Employer may delegate authority to such employees or committees as it chooses to act on behalf of the Employer with respect to the control, management, and operation of the Plan. Other persons are also Named Fiduciaries under ERISA if so provided thereunder or if so identified by the Employer. Such other person or persons shall have such authority to control or manage the operation and administration of the Plan, including control or management of the assets of the Plan, as may be provided by ERISA or as may be allocated by the Employer.

Sec. 2.17 Non-Highly Compensated EmployeeSec. 2.17 Non - Highly Compensated Employee . "Non-Highly Compensated Employee" means an employee of the Employer who is not a Highly Compensated Employee.

Sec. 2.18 Normal Retirement AgeSec. 2.18 Normal Retirement Age. "Normal Retirement Age" is age 65.

Sec. 2.19 ParticipantSec. 2.19 Participant. A "Participant" is an individual described as such in Article IV.

Sec. 2.20 Plan YearSec. 2.20 Plan Year. A "Plan Year" is the 12-consecutive-month period commencing on each January 1.

Sec. 2.21 Predecessor EmployerSec. 2.21 Predecessor Employer. Any corporation, partnership, firm, or individual, a substantial part of the assets and employees of which are acquired by a successor is a "Predecessor Employer" if named in this section, subject to any conditions and limitations with respect thereto imposed by this section, or to the extent so provided in any agreement of merger or acquisition entered into by the Employer; provided, however, that any such corporation, partnership, firm, or individual may be named as a Predecessor Employer only if all of its employees who at the time of the acquisition become employees of the successor and Participants hereunder are treated uniformly, the use of service with it does not produce discrimination in favor of Highly Compensated Employees, and there is no duplication of benefits for such service. To be considered a Predecessor Employer, the acquisition of assets and employees of a corporation, partnership, firm, or individual must be by the Employer, by an Affiliate, or by another Predecessor Employer. As of June 1, 2013, there is no Predecessor Employer.

Sec. 2.22 Qualified EmployeeSec. 2.22 Qualified Employee. "Qualified Employee" means any employee of the Employer, subject to the following:

(a) A nonresident alien within the meaning of Code section 7701(b)(1)(B) while not receiving earned income (within the meaning of Code section 911(d)(2)) from the Employer which constitutes income from sources within the United States (within the meaning of Code section 861(a)(3)) is not a Qualified Employee.

(b) An employee who is a student performing services described in Code section 3121(b)(10) (generally, this refers to students who are enrolled and regularly attending classes offered by the Employer) is not a Qualified Employee.

(c) Eligibility of employees in a collective bargaining unit to participate in Employer Contributions under the Plan is subject to negotiations with the representative of that unit. During any period that an employee is covered by the provisions of a collective bargaining agreement between the Employer and such representative, the employee shall not be considered a Qualified Employee for purposes of Employer Contributions under

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this Plan unless such agreement expressly so provides. For purposes of this section only, such an agreement shall be deemed to continue after its formal expiration during collective bargaining negotiations pending the execution of a new agreement.

(d) Any employee whose written employment agreement provides that he or she is not eligible for participation in Employer Contributions under the Plan shall not be considered a Qualified Employee for purposes of Employer Contributions under this Plan. Furthermore, an adjunct faculty member shall not be considered a Qualified Employee for purposes of Employer Contributions.

(e) An employee shall be deemed to be a Qualified Employee during a period of absence from active service which does not result from a Termination of Employment, provided he or she is a Qualified Employee at the commencement of such period of absence.

(f) Notwithstanding anything herein to the contrary, an individual is not a Qualified Employee during any period during which the individual is classified by the Employer as an independent contractor, as an employee of another entity whose services are leased to the Employer, or as any other status in which the person is not treated as a common law employee of the Employer for purposes of withholding of taxes, regardless of the correct legal status of the individual. The previous sentence applies to all periods of such service of an individual who is subsequently reclassified as an employee, whether the reclassification is retroactive or prospective.

Sec. 2.23 Successor EmployerSec. 2.23 Successor Employer. A "Successor Employer" is any entity that succeeds to the business of the Employer through merger, consolidation, acquisition of all or substantially all of its assets, or any other means and which elects before or within a reasonable time after such succession, by appropriate action evidenced in writing, to continue the Plan.

Sec. 2.24 Valuation DateSec. 2.24 Valuation Date. “Valuation Date” means each day the New York Stock Exchange is open for business.

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ARTICLE III SERVICE PROVISIONSARTICLE III

SERVICE PROVISIONS

Sec. 3.1 Employment Commencement DateSec. 3.1 Employment Commencement Date. "Employment Commencement Date" means the date on which an employee first performs an Hour of Service for the Employer, an Affiliate, or a Predecessor Employer. The date on which an employee first performs an Hour of Service after a Termination of Employment is also an "Employment Commencement Date".

Sec. 3.2 Termination of EmploymentSec. 3.2 Termination of Employment. The "Termination of Employment" of an employee for purposes of the Plan shall be deemed to occur upon resignation, discharge, retirement, death, failure to return to active work at the end of an authorized leave of absence or the authorized extension or extensions thereof, failure to return to work when duly called following a temporary layoff, or upon the happening of any other event or circumstance which, under the policy of the Employer, Affiliate, or Predecessor Employer as in effect from time to time, results in the termination of the employer-employee relationship and a severance from employment within the meaning of Code section 403(b)(11); provided, however, that a Termination of Employment shall not be deemed to occur upon a transfer between any combination of the Employer, Affiliates, and Predecessor Employers.

Sec. 3.3 Hours of ServiceSec. 3.3 Hours of Service. “Hours of Service” are determined according to the following subsections with respect to each applicable computation period. The Employer may round up the number of Hours of Service at the end of each computation period or more frequently as long as a uniform practice is followed with respect to all employees determined by the Employer to be similarly situated for compensation, payroll, and recordkeeping purposes.

(a) Hours of Service are computed only with respect to service with the Employer, Affiliates, and Predecessor Employers and are aggregated for service with all such employers.

(b) For any portion of a computation period during which a record of hours is maintained for an employee, Hours of Service shall be credited as follows:

(1) Each hour for which the employee is paid, or entitled to payment, for the performance of duties for his or her employer during the applicable computation period is an Hour of Service.

(2) Each hour for which the employee is paid, or entitled to payment, by his or her 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, is an Hour of Service. No more than 501 Hours of Service shall be credited under this paragraph for any single continuous period (whether or not such period occurs in a single computation period). Hours of Service shall not be credited under this paragraph with respect to payments under a plan maintained solely for the purpose of complying with applicable workers’ compensation, unemployment compensation, or disability insurance laws or with respect to a payment which solely reimburses the individual for medical or medically related expenses incurred by the employee.

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(3) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the employer is an Hour of Service. Such Hours of Service shall be credited to the computation period or periods to which the award or agreement for back pay pertains, rather than to the computation period in which the award, agreement, or payment is made. Crediting of Hours of Service for back pay awarded or agreed to with respect to periods described in paragraph (2) shall be subject to the limitations set forth therein.

(4) Hours under this subsection shall be calculated and credited pursuant to section 2530.200b-2 of the Department of Labor Regulations, which are incorporated herein by this reference.

(5) The Employer may use any records to determine Hours of Service which it considers an accurate reflection of the actual facts.

(c) For any portion of a computation period during which an employee is within a classification for which a record of hours for the performance of duties is not maintained, the employee shall be credited with 45 Hours of Service for each week for which he or she would otherwise be credited with at least one Hour of Service under subsection (b).

(d) Nothing in this section shall be construed as denying an employee credit for an Hour of Service if credit is required by any federal law other than ERISA. The nature and extent of such credit shall be determined under such other law.

(e) In no event shall duplicate credit as an Hour of Service be given for the same hour.

(f) This subsection shall apply to an individual who has service as (i) either a common law employee or a Leased Employee of (ii) the Employer or Affiliate. For purposes of determining Hours of Service, such an individual shall be considered an employee of the Employer or Affiliate during any period he or she would have been a Leased Employee of the Employer or Affiliate but for the requirement that he or she must have performed services for the Employer or Affiliate on a substantially full-time basis for a period of at least one year.

Sec. 3.4 Eligibility Computation PeriodSec. 3.4 Eligibility Computation Period. An employee’s Eligibility Computation Period is the 12-consecutive-month period beginning on his or her Employment Commencement Date, and each anniversary thereof. If subsequent to a Break In Service the employee has another Employment Commencement Date, Eligibility Computation Periods for the period beginning on such date shall be computed as though such date were the employee’s first Employment Commencement Date.

Sec. 3.5 Year of Eligibility ServiceSec. 3.5 Year of Eligibility Service. A “Year of Eligibility Service” is an Eligibility Computation Period in which an employee has at least 1,000 Hours of Service.

Sec. 3.6 Break In ServiceSec. 3.6 Break In Service. “Break In Service” is a period of 12

consecutive months duration, which begins on the day on which an individual’s Termination of Employment occurs, in which the individual has 500 or fewer Hours of Service.

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(a) If an individual is absent from work for maternity or paternity reasons, the 12-month period beginning with the first day of such absence shall not be included in a Break In Service.

(b) For purposes of subsection (a), an absence from work for maternity or paternity reasons means an absence (i) by reason of the pregnancy of the individual, (ii) by reason of the birth of a child of the individual, (iii) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (iv) for purposes of caring for such child for a period beginning immediately following such birth or placement.

Sec. 3.7 Periods of Military ServiceSec. 3.7 Periods of Military Service. Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Code section 414(u).

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ARTICLE IVARTICLE IV

PLAN PARTICIPATION

Sec. 4.1 Eligibility for ParticipationSec. 4.1 Eligibility for Participation. Eligibility to participate in the Plan shall be determined as follows:

(a) An employee of the Employer shall become a Participant in the Plan, for purposes of eligibility for Salary Reduction Contributions pursuant to Sec. 5.1, as soon as administratively feasible following the date the employee is also a Qualified Employee.

(b) An employee of the Employer shall become a Participant in the Plan, for purposes of eligibility for Employer Contributions pursuant to Sec. 5.2, as of the first day of the month following the date the employee satisfies all three of the following conditions:

(1) The employee is a Qualified Employee with respect to Employer Contributions.

(2) The employee has attained age 21.

(3) The employee has completed a Year of Eligibility Service; provided, however, that the employee shall be deemed to have satisfied this condition as of the employee’s Employment Commencement Date if immediately prior to the employee’s Employment Commencement Date the employee had been employed by another educational institution and had been eligible to participate in employer contributions to that employer’s retirement plan..

Such date is referred to in Sec. 5.1 (b) as the “Employer Contribution Eligibility Date.”

Sec. 4.2 Duration of ParticipationSec. 4.2 Duration of Participation. A Participant shall continue to be such until the later of:

(a) The Participant's Termination of Employment.

(b) The date all benefits, if any, to which the Participant is entitled hereunder have been distributed from the Participant's Annuity Contracts or Custodial Accounts, if any.

Sec. 4.3 No Guarantee of EmploymentSec. 4.3 No Guarantee of Employment. Participation in the Plan does not constitute a guarantee or contract of employment with the Employer. Such participation shall in no way interfere with any rights the Employer would have in the absence of such participation to determine the duration of an employee's employment.

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ARTICLE VARTICLE V

CONTRIBUTIONS

Sec. 5.1 Salary Reduction ContributionsSec. 5.1 Salary Reduction Contributions. Each Active Participant may elect to have the Employer make Salary Reduction Contributions on his or her behalf, subject to the following:

(a) Subject to other provisions of this Article V, the Participant may elect to have his or her current earnings reduced by any whole percent the Participant may designate but not exceeding 100% of Certified Earnings; provided, however, that the earnings reduction for any pay period shall not exceed the net amount available to the Participant for that pay period after all other payroll reductions or deductions, whether required by law, elected by the Participant, or pursuant to any applicable agreement. The agreement shall be in such form and executed subject to such rules as the Employer may prescribe. Each election shall apply only to earnings which become payable after the election is filed with the Employer. Each election shall continue in effect until a new election is filed pursuant to this section.

(b) With respect to any Participant who has not affirmatively made an election to make Salary Reduction Contributions equal to at least five percent (5%) of Certified Earnings pursuant to subsection (a) prior to his or her Employer Contribution Eligibility Date described in Sec. 4.1(b), the following automatic enrollment rules shall apply. Any Participant whose Employer Contribution Eligibility Date is on or after June 1, 2013 will be deemed to have made an election under subsection (a) as of his or her Employer Contribution Eligibility Date to have his or her current earnings reduced by five percent (5%), provided that the Employer has given the Participant a notice that explains the automatic enrollment and the Participant’s right to have a different rate of earnings reduction (or no earnings reduction), including an explanation of the procedure for exercising that right and the timing for implementation of any such election, and provided further that the Participant is given a reasonable period thereafter to elect to have a different rate of earnings reduction (or no earnings reduction).

(c) The Employer will make a Salary Reduction Contribution with respect to each Participant in its employ who elects to have earnings for that period reduced pursuant to this section. The amount of the contribution will be equal to the amount by which the Participant's earnings were reduced.

(d) The salary reduction agreement may be effective as of the date on which the employee becomes a Participant or the first day of any subsequent payroll period, provided that the employee has filed the agreement with the Employer prior to the effective date and within the election period established from time to time by the Employer.

(e) An Active Participant may amend his or her salary reduction agreement to increase or decrease the contribution rate effective as of the first day of any subsequent payroll period.

(f) An Active Participant may discontinue making Salary Reduction Contributions at any time by filing an election with the Employer in the manner established from time to time

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by the Employer. That election shall be effective as soon as administratively feasible after it is filed with the Employer. The Participant may thereafter resume Salary Reduction Contributions as of the first day of any subsequent payroll period by filing a new salary reduction agreement in accordance with subsection (c).

(g) All Salary Reduction Contributions by a Participant shall cease when the Participant ceases to be a Qualified Employee.

(h) Salary Reduction Contributions by a Participant for any calendar year may not exceed the dollar limit set forth in Code section 402(g), including the additional life-time catch-up amount permitted by Code section 402(g)(7) with respect to any “qualified employee” within the meaning of Code section 402(g)(7)(C), and shall cease at the point that limit is reached during the year. The dollar limit in the previous sentence shall be adjusted for any cost of living adjustments provided for any calendar year in accordance with regulations issued by the Secretary of the Treasury in accordance with Code section 402(g). The limit in this subsection does not apply to any Catch-up Contributions permitted by the Plan which are subject to Code section 414(v) and subsection (j) of this section.

(i) Notwithstanding the foregoing provisions of this section, if the Participant has received a hardship distribution from this Plan in accordance with Sec. 8.3(a) or from any other plan maintained by the Employer or by an Affiliate, Salary Reduction Contributions on behalf of the Participant shall be suspended in accordance with Sec. 8.3(a)(1)(B).

(j) If a Participant’s Salary Reduction Contributions are suspended under subsection (h), the Participant may elect to resume making Salary Reduction Contributions following the end of the applicable suspension period by submitting a new election to the Employer or its designated agent in accordance with this section.

(k) Each Participant who is eligible to make Salary Reduction Contributions under this section for a Plan Year and who will have attained age 50 on or before the last day of the Plan Year may elect to make Catch-up Contributions in accordance with, and subject to the limitations of, Code section 414(v) and any applicable Treasury Regulations or IRS Notices or Announcements. Catch-up Contributions by a Participant shall be limited to $5,500 for Plan Years commencing in 2013, as adjusted for subsequent Plan Years to reflect any adjustments provided in accordance with the Code or regulations issued by the Secretary of the Treasury. Such Catch-up Contributions shall be disregarded for purposes of applying Sections 5.1(h) and 5.7 of this Plan. The Plan shall not be treated as failing to satisfy the requirements of Code sections 403(b)(12) or any other provision of this Plan implementing said Code provisions, by reason of the making of such Catch-up Contributions. Catch-up Contributions shall be made pursuant to such rules and procedures as the Employer may establish from time to time, which shall be consistent with the Code and any applicable regulations.

Sec. 5.2 Employer ContributionsSec. 5.2 Employer Contributions. Each pay period, the Employer shall make Employer Contributions on behalf of each eligible Active Participant. Eligibility for and the amount of the Employer Contribution, if any, shall be determined in accordance with the following:

(a) For each Participant with less than five years of participation, the Participant is eligible for an Employer Contribution with respect to a pay period only if the Participant makes

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Salary Reduction Contributions equal to at least five percent (5%) of Certified Earnings for that pay period. If the Participant makes at least a five percent Salary Reduction Contribution, the Employer shall make an Employer Contribution of five percent (5%) of the Participant’s Certified Earnings for such pay period. Employer Contributions made pursuant to this subsection (a) are considered “matching contributions” and are subject to the contribution percentage test under Code section 401(m) with respect to Highly Compensated Employees. If a Participant who is a Highly Compensated Employee has “excess aggregate contributions” (as defined in Code section 401(m)), such excess aggregate contributions, adjusted for earnings or losses under the Plan, shall be distributed to the Participant.

(b) For each Participant with more than four years of participation, the Employer shall make an Employer Contribution of eight percent (8%) of the Participant’s Certified Earnings for such pay period; provided, however, that for each member of the faculty who was a Participant with more than four years of participation as of June 1, 2013, the Employer shall make an Employer Contribution of ten percent (10%) of the Participant’s Certified Earnings for each pay period from June 1, 2013, through September 1, 2013, and eight percent (8%) of the Participant’s Certified Earnings for each pay period thereafter.

For purposes of this Sec. 5.2, a “year of participation” is a Year of Eligibility Service in which the Participant has received an Employer Contribution pursuant to either subsection (a) or (b) above. To be eligible to receive Employer Contributions from the Employer, a Participant must have been an Active Participant who has satisfied the requirements of Sec. 4.1(b) prior to the applicable pay period and must be employed in a job classification in which the employee is regularly scheduled to work 1,000 or more Hours of Service per year during that applicable pay period; provided, however, that with respect to an Active Participant who has satisfied the requirements of Sec. 4.1(b) but is not employed in such a job classification, the Participant shall be eligible for an Employer Contribution for the Plan Year if the Participant is credited with 1,000 or more Hours of Service for the Plan Year.

Sec. 5.3 Distribution of Excess DeferralsSec. 5.3 Distribution of Excess Deferrals. Notwithstanding any other provisions of the Plan, Excess Deferrals for a calendar year and income or losses allocable thereto shall be distributed by the Funding Agency from the Participant’s Annuity Contract or Custodial Account no later than the following April 15 to Participants who claim such Excess Deferrals, subject to the following:

(a) For purposes of this section, “Excess Deferrals” means the amount of Salary Reduction Contributions for a calendar year that the Participant claims pursuant to the procedure set forth in subsection (b) because the total amount deferred for the calendar year, disregarding any catch-up contributions subject to Code section 414(v) and section 5.1(k), exceeds $17,500 for 2013, adjusted as provided in Code section 402(g) or applicable Treasury regulations for subsequent calendar years, or such other limit imposed on the Participant for that year under Code section 402(g).

(b) The Participant's written claim, specifying the amount of the Participant's Excess Deferral for any calendar year, shall be submitted to the Employer no later than the March 1 following such calendar year. The claim shall include the Participant's written statement that if such amounts are not distributed, such Excess Deferrals, when added to amounts deferred under other plans or arrangements described in Code section 401(k), 403(b), or 408(k), exceed the limit imposed on the Participant by Code section 402(g) for the year in which the deferral occurred.

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(c) Excess Deferrals distributed to a Participant with respect to a calendar year shall be adjusted to include income or losses allocable thereto under the terms of the applicable Annuity Contract or Custodial Account.

Sec. 5.4 Time of ContributionsSec. 5.4 Time of Contributions. Salary Reduction Contributions and Employer Contributions made for a Plan Year shall be paid to the Funding Agency no later than 2½ months after the end of the Plan Year. In addition, Salary Reduction shall be paid to the Funding Agency by any earlier date that may be specified in Treasury or Department of Labor regulations.

Sec. 5.5 AllocationsSec. 5.5 Allocations. Contributions under Sections 5.1 and 5.2 shall be allocated to the applicable Annuity Contract or Custodial Account designated by the Participant in accordance with Article VI, and shall be allocated to the applicable Plan Account as provided in Sec. 6.1.

Sec. 5.6 Limitations on ContributionsSec. 5.6 Limitations on Contributions. In no event shall the amount of the Employer's contribution for any Participant under this Article for any Plan Year exceed the maximum allocation permitted with respect to the Participant under Code section 415.

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ARTICLE VIARTICLE VI

INDIVIDUAL ACCOUNTS AND INVESTMENTS

Sec. 6.1 Accounts for ParticipantsSec. 6.1 Accounts for Participants. The following Accounts may be established under the Plan for a Participant:

(a) A Before-Tax Account shall be established for each Participant who makes Salary Reduction Contributions or Rollover Contributions.

(b) An Employer Contribution Account shall be established for each Participant who receives Employer Contributions.

More than one of any of the above types of Accounts may be established if required by the Plan or if considered advisable by the Employer in the administration of the Plan. These Accounts are for Plan recordkeeping purposes only. The investment of the Accounts shall be maintained pursuant to the terms of the applicable Custodial Account or Annuity Contract.

Sec. 6.2 Valuation ProcedureSec. 6.2 Valuation Procedure. Each Account shall be adjusted as of each Valuation Date to reflect contributions, withdrawals, distributions, transfers, investment gains or losses, expenses and all other transactions with respect to the Account, as follows:

(a) The Account shall be reduced or increased, as appropriate, to reflect investment gains or losses allocated to such Account, or expenses charged against such Account, pursuant to Sec. 6.3.

(b) The Account shall be increased by the amount of the contributions allocated to such Account as of such Valuation Date.

(c) The Account shall be reduced by the amount of the withdrawals or distributions made from such Account as of such Valuation Date.

Sec. 6.3 Annuity Contracts or Mutual Fund Shares Available Under PlanSec. 6.3 Annuity Contracts or Mutual Fund Shares Available Under Plan. Investments under the Plan shall be limited to such classes of Mutual Fund Shares or Annuity Contracts as shall be designated for such purpose by the Employer from time to time in the sole discretion of the Employer. The Employer may in its sole discretion add additional Annuity Contracts and Mutual Fund Share options or delete existing options (with respect to future contributions) at any time. The Employer shall maintain a list of all Funding Agencies and classes of Mutual Fund Shares or Annuity Contracts available under the Plan. Such list is hereby incorporated as part of the Plan. A Participant or Beneficiary is permitted to change the investment of his or her Account among the Funding Agencies available under the Plan, subject to the terms of the applicable Annuity Contracts and Custodial Account agreements. However, an investment change that includes an investment with a Funding Agency that is not eligible to receive contributions under Article V (referred to below as an exchange) is not permitted unless the Employer enters into an agreement with the receiving Funding Agency for the other Annuity Contract or Custodial Account under which the Employer and the Funding Agency will from time to time in the future provide each other with the following information:

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(a) Information necessary for the resulting Annuity Contract or Custodial Account, or any other Annuity Contract or Custodial Accounts to which contributions have been made by the Employer, to satisfy Code section 403(b), including the following:

(1) The Employer shall provide information as to whether the Participant’s employment with the Employer is continuing, and verify for the Funding Agency the date the Participant has had a Termination of Employment (for purposes of the distribution restrictions in Article VIII);

(2) The Funding Agency shall notify the Employer of any hardship withdrawal under Sec. 8.3 if the withdrawal results in a 6-month suspension of the Participant’s right to make Salary Reduction Contributions under the Plan;

(3) The Funding Agency shall provide information to the Employer or other Funding Agencies concerning the Participant’s or Beneficiary’s section 403(b) Annuity Contracts or Custodial Accounts or qualified employer plan benefits (to enable a Funding Agency to determine the amount of any plan loans and any rollover accounts that are available to the Participant under the Plan in order to satisfy the financial need under the hardship withdrawal rules of Sec. 8.3); and

(b) Information necessary in order for the resulting Annuity Contract or Custodial Account and any other Annuity Contract or Custodial Account to which contributions have been made for the Participant by the Employer to satisfy other tax requirements, including the following:

(1) The amount of any plan loan that is outstanding to the Participant in order for a Funding Agency to determine whether an additional plan loan satisfies the loan limitations under Code section 72(p)(1); and

(2) Information concerning the Participant’s or Beneficiary’s after-tax employee contributions (including Roth 403(b) Contributions) in order for a Funding Agency to determine the extent to which a distribution is includible in gross income.

Sec. 6.4 Participant Directed InvestmentsSec. 6.4 Participant Directed Investments. Each Participant shall direct the investment of contributions made on his or her behalf under this Plan, and the earnings thereon, subject to the following:

(a) The investment options available to the Participant shall be those classes of Annuity Contracts or Mutual Fund Shares designated by the Employer pursuant to Sec. 6.3. All investment directions shall be filed with the Employer, or with such agent or agents as may be designated from time to time by the Employer for this purpose, in the manner prescribed by the Employer or applicable Funding Agency from time to time. Each investment direction shall remain in effect until a new investment direction is filed by the Participant. An initial investment direction shall be filed with the Participant's first salary reduction agreement. Thereafter, a Participant may change the investment of the existing balances and future contributions in accordance with such rules as may be established by the Employer and the applicable Funding Agency.

(b) All investment directions by a Participant shall be complete as to the terms of the investment transaction. An investment direction shall provide for both the investment of

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existing balances under any Annuity Contract or Custodial Accounts and the investment of future contributions on behalf of the Participant. No Funding Agency shall have any obligation whatsoever to select Annuity Contracts or Mutual Fund Shares on behalf of a Participant, its sole duty being to follow within a reasonable period of time all proper directions of the Participant which are made in accordance with the Plan and which are not contrary to ERISA. If a Participant fails to provide directions as to the investment of any contributions required to be made under the Plan, the Employer may in its sole discretion designate an investment vehicle to be used to hold such funds.

(c) All earnings and losses under a Participant’s Annuity Contract or Mutual Fund Shares held for any Participant's Custodial Account shall be credited directly to such Annuity Contract or Custodial Account, and the Annuity Contract or Custodial Account shall be charged with all expenses attributable to such investments. The Funding Agency may also charge to each such Annuity Contract or Custodial Account such portion of the general expenses of the Plan as the Employer of the Funding Agency determines to be reasonable.

(d) Following the death of the Participant, each of his or her Beneficiaries shall have the right to direct the investment of the portion of the Participant's Annuity Contract or Custodial Account held on behalf of the Beneficiary, subject to the same terms and conditions as applied to the Participant prior to death.

(e) All investment directions shall be in accordance with such rules and regulations as the Employer or the Funding Agency may establish from time to time for this purpose.

Sec. 6.5 Participant StatementsSec. 6.5 Participant Statements. Each Participant shall be provided with such statement of Annuity Contract or Custodial Account balances as the Funding Agency may provide from time to time.

Sec. 6.6 Rollover AccountsSec. 6.6 Rollover Accounts. At the request of an employee of the Employer, and with the consent of the Employer, the Plan may accept a transfer to an Annuity Contract or Custodial Account available under this Plan of an amount that constitutes a Rollover Contribution. The Employer shall grant such consent in its sole discretion and only if it is certain that the amount to be transferred will constitute a proper Rollover Contribution. Notwithstanding any provisions of the Plan to the contrary, the following shall apply with respect to a Rollover Contribution:

(a) Rollover Contributions shall be credited to the Participant’s Before-Tax Account.

(b) The employee shall be treated the same as a Participant hereunder from the time of the transfer, but shall not actually be a Participant and shall not be eligible to receive an allocation of employer contributions until he or she has satisfied the requirements of Article IV.

(c) For purposes of this section, “Rollover Contribution” means a contribution of an amount which may be rolled over to this Plan pursuant to Code section 401(a)(31), 402(c), 403(a)(4), 408(d)(3), 403(b)(8) or 457(e)(16) or pursuant to any other provision of the Code which may permit rollovers to this Plan from time to time.

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Sec. 6.7 Transfers from Annuities or Other Custodial AccountsSec. 6.7 Transfers from Annuities or Other Custodial Accounts. At the request of an Active Participant and with the consent of the Employer and the applicable Funding Agency, which shall be granted in their sole discretion and only if they determine that the transfer of funds is consistent with the provisions of the Code and Treasury Regulation § 1.403(b)-10(b), an Annuity Contract or Custodial Account established under this Plan may accept a direct transfer from another annuity contract described in Code section 403(b) or another custodial account described in Code section 403(b)(7) of funds credited to the employee under such other custodial account or annuity contract. Such a transfer shall be subject to the following:

(a) Any funds so received shall thereafter be subject to any requirements under the other custodial account or annuity contract which are required by the Code to continue to apply to those funds after the transfer to this Plan.

(b) Any funds transferred from any annuity contract or custodial account shall be allocated to appropriate Account under this Plan based on the analogous type of contribution under the prior plan to which the funds are attributable.

(c) The employee shall be treated the same as a Participant from the time of the transfer, but shall not actually be a Participant and shall not be eligible to share in employer contributions or to make contributions until he or she has satisfied the requirements of Article IV.

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ARTICLE VIIARTICLE VII

DESIGNATION OF BENEFICIARY

Sec. 7.1 Persons Eligible to DesignateSec. 7.1 Persons Eligible to Designate. Any Participant may designate a Beneficiary to receive any amount payable from the Participant's Annuity Contract or Custodial Accounts as a result of the Participant's death, provided that the Beneficiary survives the Participant. The Beneficiary may be one or more persons, natural or otherwise. By way of illustration, but not by way of limitation, the Beneficiary may be an individual, trustee, executor, or administrator. A Participant may also change or revoke a designation previously made, without the consent of any Beneficiary named therein. Notwithstanding the foregoing provisions of this section, as to benefits payable under an Annuity Contract, said Annuity Contract shall govern the designation of Beneficiary entitled to benefits thereunder (except to the extent the Annuity Contract is inconsistent with the provisions of Sec. 7.2 or Sec. 9.1(e)).

Sec. 7.2 Special Requirements for Married ParticipantsSec. 7.2 Special Requirements for Married Participants. Notwithstanding the provisions of Sec. 7.1, if a Participant is married at the time of his or her death, the Beneficiary shall be the Participant's spouse unless the spouse has consented in writing to the designation of a different Beneficiary, the spouse's consent acknowledges the effect of such designation, and the spouse's consent is witnessed by a representative of the Plan or a notary public. Such consent shall be deemed to have been obtained if it is established to the satisfaction of the Employer or Funding Agency that such consent cannot be obtained because there is no spouse, because the spouse cannot be located, or because of such other circumstances as may be prescribed by federal regulations. Any consent by a spouse shall be irrevocable. Any designation of a Beneficiary or form of benefits which has received spousal consent may be changed (other than by being revoked) without spousal consent only if the consent by the spouse expressly permits subsequent designations by the Participant without any requirement of further consent by the spouse. Any such consent shall be valid only with respect to the spouse who signed the consent, or in the case of a deemed consent, the designated spouse.

Sec. 7.3 Form and Method of DesignationSec. 7.3 Form and Method of Designation. Any designation or a revocation of a prior designation of Beneficiary shall be in writing on a form acceptable to the Employer or Funding Agency and shall be filed with the Employer or Funding Agency. All parties involved in making payment to a Beneficiary may rely on the latest Beneficiary designation on file at the time of payment or may make payment pursuant to Sec. 7.4 if an effective designation is not on file with respect to any Custodial Account, shall be fully protected in doing so, and shall have no liability whatsoever to any person making claim for such payment under a subsequently filed designation of Beneficiary or for any other reason.

Sec. 7.4 No Effective DesignationSec. 7.4 No Effective Designation. If there is not on file with the Employer an effective designation of Beneficiary by a deceased Participant with respect to any Custodial Account, the Beneficiary with respect to said Custodial Account shall be the person or persons surviving the Participant in the first of the following classes in which there is a survivor, share and share alike:

(a) The Participant's spouse.

(b) The Participant's children, except that if any of the Participant's children predecease the Participant but leave issue surviving the Participant, such issue shall take by right of representation the share their parent would have taken if living.

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(c) The Participant's parents.

(d) The Participant's brothers and sisters.

(e) The Participant's personal representative (executor or administrator).

Determination of the identity of the Beneficiary in each case shall be made by the Employer unless such function has been delegated to the Funding Agency.

Sec. 7.5 Successor BeneficiarySec. 7.5 Successor Beneficiary. If a Beneficiary who survives the Participant subsequently dies before receiving all payments to which the Beneficiary was entitled from any Custodial Account, the successor Beneficiary, determined in accordance with the provisions of this section, shall be entitled to the balance of any remaining payments due. A Beneficiary who is not the surviving spouse of the Participant may not designate a successor Beneficiary. A Beneficiary who is the surviving spouse may designate a successor Beneficiary only if the Participant specifically authorized such designations on the Participant's Beneficiary designation form. If a Beneficiary is permitted to designate a successor Beneficiary, each such designation shall be made according to the same rules (other than Sec. 7.2) applicable to designations by Participants. If a Beneficiary is not permitted to designate a successor Beneficiary, or is permitted to do so but fails to make such a designation, the balance of any payments remaining due from any Custodial Account will be payable to a contingent Beneficiary if the Participant's Beneficiary designation so specifies, and otherwise to the personal representative (executor or administrator) of the deceased Beneficiary.

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ARTICLE VIIIARTICLE VIII

BENEFIT REQUIREMENTS

Sec. 8.1 Benefit on Termination of EmploymentSec. 8.1 Benefit on Termination of Employment. Participants are always 100% vested in their Accounts under the Plan. Upon a Participant's Termination of Employment (for any reason other than death), the Participant shall be entitled to a benefit equal to the value of all of his or her Annuity Contracts or Custodial Accounts determined as of the Valuation Date coincident with or next following the Termination of Employment. The benefit shall be paid at the times and in the manner determined under Article IX.

Sec. 8.2 DeathSec. 8.2 Death. If a Participant's Termination of Employment is the result of death, his or her Beneficiary shall be entitled to a benefit equal to the value of all of the Participant's Annuity Contract or Custodial Accounts determined as of the valuation date coincident with or next following the date of death. Such benefit shall be paid at the times and in the manner determined under Article IX. If a Participant's death occurs after his or her Termination of Employment, distribution of the balance of the Participant's Custodial Accounts shall be made to the Beneficiary in accordance with the provisions of Article IX.

Sec. 8.3 Withdrawals Before Termination of EmploymentSec. 8.3 Withdrawals Before Termination of Employment. A Participant may request a cash withdrawal from his or her Annuity Contract or Custodial Accounts of amounts credited to the Participant’s Before-Tax Account, to the extent permitted under the terms of the applicable Annuity Contract or Custodial Account, at any time prior to the date benefits first become payable to the Participant under Sec. 8.1 pursuant to the following:

(a) A withdrawal prior to age 59 ½ may be made from such Custodial Accounts or Annuity Contracts only to meet a financial hardship and only if it is drawn from a Participant’s Before-Tax Account.

(1) A hardship withdrawal will be permitted only if the Employer or Funding Agency determines that both of the following requirements are met:

(A) The distribution must be made on account of one of the following reasons:

(i) Expenses for (or necessary to obtain) medical care that would be deductible by the Participant under section 213(d) of the Code (determined without regard to whether the expenses exceed seven and one-half percent (7.5%) of adjusted gross income).

(ii) Costs directly related to the purchase of the principal residence of the Participant (excluding mortgage payments).

(iii) Payment of tuition and related educational fees for the next 12 months of post-secondary education for the Participant, or for his or her spouse, children or dependents (as defined in section 152 of the Code, applied without regard to subsections (b)(1) and (2) and subsection (d)(1)(B) thereof) of the Participant.

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(iv) The need to prevent the eviction of the Participant from his or her principal residence or foreclosure on the mortgage of the Participant’s principal residence.

(v) Expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under section 165 of the Code (determined without regard to whether the loss exceeds 10% of adjusted gross income).

(vi) Payment of assessments for delinquent federal, state, or local income or real estate taxes and any penalties thereon.

(vii) Payments for burial or funeral expenses for the Participant's deceased parent or grandparent, spouse, children or dependents (as defined in section 152 of the Code, applied without regard to subsection (d)(1)(B) thereof).

(B) All of the following requirements must be satisfied:

(i) The amount of the distribution cannot exceed the amount of the immediate and heavy financial need of the Participant. The Employer or Funding Agency may reasonably rely on the Participant's representation as to that amount.

(ii) The Participant must have obtained all distributions, other than hardship distributions, and all nontaxable loans currently available under all plans maintained by the Employer or any Affiliate.

(iii) The Participant’s elective contributions and employee contributions under the Plan and all other qualified and nonqualified plans of deferred compensation maintained by the Employer or any Affiliate will be suspended pursuant to the terms of the plan or an otherwise legally enforceable agreement for at least six months after the receipt of the hardship distribution.

(iv) Notwithstanding the foregoing provisions of this subparagraph (B), this subparagraph (B) will be satisfied if the IRS issues a revenue ruling, notice, or other document of general applicability which establishes an alternative method under which distributions will be deemed to be necessary to satisfy an immediate and heavy financial need and all of the requirements of such alternative method are met.

(2) With respect to any such hardship withdrawal, investment earnings credited to the Participant's Before Tax Account that are attributable to Salary Reduction Contributions cannot be withdrawn under this subsection (a).

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(b) After the Participant reaches age 59 ½ , amounts allocated to the Participant’s Before-Tax Account may be withdrawn from such Custodial Accounts or Annuity Contracts for any reason.

(c) Requests for withdrawals under this section shall be made pursuant to applicable rules and regulations adopted by the Employer or Funding Agency which are uniform and non-discriminatory as to all Participants and shall be submitted in writing to the Employer or Funding Agency on such form as the Employer or Funding Agency prescribes for this purpose. The Employer shall determine whether the requirements of this section have been met.

(d) The Employer shall direct the Funding Agency respecting the payment of withdrawals under this section. Payment shall be made to the Participant as soon as administratively feasible following approval of the withdrawal request by the Employer.

Sec. 8.4 LoansSec. 8.4 Loans. To the extent permitted under the Participant’s applicable Annuity Contract or Custodial Account and the provisions of this section, loans from amounts credited to the Participant’s Before-Tax Account shall be made available to each Participants on a reasonably equivalent basis, in accordance with ERISA section 408(b)(1), subject to the following:

(a) No loan shall be made available under this Plan unless it satisfies all of the requirements of Code section 72(p) for treatment as a tax-free loan.

(b) The minimum principal amount of any loan shall not be less than $1000. The amount of any loan to a Participant, when added to the balance of all other loans to the Participant under this Plan and all related plans which are outstanding on the day on which such loan is made shall not exceed the lesser of:

(1) $50,000, reduced by the excess (if any) of (i) the highest outstanding balance of loans to the Participant from the Plan and all related plans during the one-year period ending on the day before the date the loan is made, over (ii) the outstanding balance of loans to the Participant from the Plan and all related plans on the date the loan is made; or

(2) 50% of the amount to which the Participant would be entitled in the event his or her Termination of Employment were to occur on the date the loan is made.

For purposes of this section, a related plan is any “qualified employer plan”, as defined in Code section 72(p)(4)(A), sponsored by the Employer or any related employer, determined according to Code section 72(p)(2)(D).

(c) In no event shall a loan be made to a Participant other than from the amounts credited to the Participant’s Before Tax Account.

(d) The making of loans under this Plan shall be subject to written guidelines set forth in a separate document (or under the applicable Annuity Contract or Custodial Account agreement), which shall govern the availability, terms, and procedures for Participants to obtain loans under the Plan; the terms of such document, as in effect from time to time, are incorporated herein by reference. The availability of loans under the Plan may be suspended, terminated, or modified at any time.

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ARTICLE IXARTICLE IX

DISTRIBUTION OF BENEFITS

Sec. 9.1 Time and Method of PaymentSec. 9.1 Time and Method of Payment. The benefit to which a Participant or Beneficiary may become entitled under Article VIII with respect to a particular Annuity Contract or Custodial Account shall be distributed to that individual at such time as he or she elects and according to the method he or she elects in accordance with the terms of the applicable Annuity Contract or Custodial Account, subject to the following:

(a) Distributions may commence at any time after the Participant or Beneficiary has become entitled to a benefit.

(b) For purposes of this Sec. 9.1, a Participant’s “required beginning date” is April 1 of the calendar year following the later of (i) the calendar year in which the Participant attained age 70½, or (ii) the calendar year in which the Participant’s Termination of Employment occurs.

(c) A Participant's entire benefit must be distributed, or distributions must commence, by the Participant's required beginning date in accordance to Code section 403(b)(10) and the regulations thereunder. Each Annuity Contract and Custodial Account shall comply with the minimum distribution requirements of Code sections 401(a)(9) and 403(b)(10) and the regulations thereunder. For purposes of applying the distribution rules of Code section 401(a)(9), each Annuity Contract or Custodial Account is treated as an individual retirement account, and distributions shall be made in accordance with the provisions of Treasury Regulation § 1.408-8, except as provided in Treasury Regulation § 1.403(b)-6(e).

(d) Notwithstanding the foregoing, if the total value of the Annuity Contracts and Custodial Accounts held for a Participant (or a Beneficiary following the Participant’s death) under this Plan is $1,000 or less (disregarding any Rollover Account) at any time following the date the Participant’s Termination of Employment or death occurs, a single-sum distribution of the entire benefit shall be made to the Participant (or Beneficiary) as soon as administratively feasible following the Termination of Employment or death (or following the date the value is determined to be $1,000 or less, if later) equal to the value determined as of a date selected by the Funding Agency which is on or a reasonable time prior to the date the distribution occurs.

(e) Notwithstanding anything in this section to the contrary, if the Participant is married on the due date of his or her first benefit payment and if distribution would be made in the form of a life annuity, then the entire value of the Participant’s Account shall be applied to purchase a qualified joint and survivor annuity, unless the Participant files a written election of a different form of distribution within the 90-day period ending on the date payments would commence and the Participant’s spouse consents in writing to such election. The spouse’s consent must acknowledge the effect of the election and be witnessed by a Plan representative or a notary public. However, such consent shall not be required if the Participant establishes to the satisfaction of a representative of the Plan that such consent cannot be obtained because there is no spouse, because the spouse cannot be located, or

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because of such other circumstances as may be prescribed by federal regulations. For purposes of this subsection, a “qualified joint and survivor annuity” is an annuity payable to the Participant for life with a survivor annuity for the remainder of the life of the Participant’s surviving spouse in an amount equal to 50% of the amount the Participant was receiving prior to his or her death.

(f) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election, a distributee may elect, at the time and in the manner prescribed by the Employer or the Funding Agency, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover. Each Funding Agency shall be separately responsible for providing, within a reasonable time period before making an initial eligible rollover distribution, an explanation to the Participant of his or her right to elect a direct rollover and the income tax withholding consequences of not electing a direct rollover. For purposes of this subsection:

(1) An “eligible rollover distribution” is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life expectancy of the distributee or the joint life expectancies of the distributee and the distributee’s designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Code section 401(a)(9); and any hardship withdrawal from a Participant’s Accounts prior to age 59½ pursuant to Sec. 8.3.

(2) An “eligible retirement plan” is an individual retirement account described in Code section 408(a) (including a Roth IRA described in Code section 408A), an individual retirement annuity described in Code section 408(b), an annuity plan described in Code section 403(a), or a qualified trust described in Code section 401(a), or an annuity contract or custodial account described in Code section 403(b), that accepts the distributee’s eligible rollover distribution, or an eligible plan under Code section 457(b) that is maintained by a state, a political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan.

(3) A “distributee” includes a Participant or former Participant. In addition, the Participant’s or former Participant’s surviving spouse and the Participant’s or former Participant’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code section 414(p), are

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distributees with regard to the interest of the spouse or former spouse.

(4) A “direct rollover” is a payment by the Plan to the eligible retirement plan specified by the distributee.

(g) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Beneficiary’s election, if the Beneficiary designated by the Participant is a person other than the Participant’s surviving spouse, such Beneficiary shall be permitted to elect, at the time and in the manner prescribed by the Employer or the Funding Agency, to have all or a portion of the Participant’s Account balance payable to such Beneficiary under the Plan transferred directly to an inherited individual retirement account or individual retirement annuity for such Beneficiary in accordance with the provisions of Section 402(c)(11) of the Code.

Sec. 9.2 Distributions From More Than One Annuity Contract or Custodial AccountSec. 9.2 Distributions From More Than One Annuity Contract or Custodial Account. If a Participant or Beneficiary has more than one Annuity Contract or Custodial Account, each distribution shall be made from such Custodial Account as the Participant or Beneficiary designates.

Sec. 9.3 Source of BenefitsSec. 9.3 Source of Benefits. All benefits to which persons become entitled hereunder shall be provided only out of the Participant's Annuity Contract or Custodial Accounts and only to the extent that the such Annuity Contracts or Custodial Accounts are adequate therefor. No benefits are provided by the Employer under the Plan except those expressly described herein.

Sec. 9.4 Benefits May Not Be Assigned or AlienatedSec. 9.4 Benefits May Not Be Assigned or Alienated. Except as otherwise expressly permitted by the Plan or required by law, the interests of persons entitled to benefits under the Plan may not in any manner whatsoever be assigned or alienated, whether voluntarily or involuntarily, or directly or indirectly. However, the Plan shall comply with the provisions of any court order which the Employer or Funding Agency determines is a qualified domestic relations order as defined in ERISA section 206(d)(3). Notwithstanding any provisions in the Plan to the contrary, an individual who is entitled to payments from the Annuity Contract or Custodial Account as an "alternate payee" pursuant to a qualified domestic relations order may receive a lump sum payment as soon as administratively feasible after the date of the determination by the Employer or Funding Agency that the order is a qualified domestic relations order to the extent consistent with the terms of the applicable Annuity Contract or Custodial Account, unless the order specifically provides for payment to be made at a later time or in a different form permitted under Sec. 9.1.

Sec. 9.5 Conditions PrecedentSec. 9.5 Conditions Precedent. No person shall be entitled to a benefit hereunder until his or her right thereto has been finally determined by the Employer and the Funding Agency nor until the person has submitted to the Employer and the Funding Agency relevant data reasonably requested by the Employer or the Funding Agency, including, but not limited to, proof of birth or death.

Sec. 9.6 Employer Directions to Funding AgencySec. 9.6 Employer Directions to Funding Agency. The Employer shall issue such written directions to the Funding Agency as are necessary to accomplish distributions to the Participants and Beneficiaries in accordance with the provisions of the Plan.

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ARTICLE XARTICLE X

FUNDING AGENCY

Sec. 10.1 Designation of Funding AgencySec. 10.1 Designation of Funding Agency. The contributions made on behalf of each Participant, and the earnings and accumulations thereon, may be held and invested as one fund or may be divided into any number of parts for investment purposes and shall be held and invested by one or more insurance companies or one or more custodians. The insurance company or custodian so acting with respect to any part of such plan contributions is referred to herein as the Funding Agency with respect to such part. The selection and appointment of each Funding Agency shall be made by the Employer. The Employer shall have the right at any time to remove a Funding Agency and appoint a successor thereto with respect to future contributions under the Plan, subject only to the terms of any Annuity Contract or custodial account agreement. The Employer shall have the right to determine the form and substance of each Annuity Contract or custodial account agreement under which any part of the contributions under the Plan are held, subject only to the requirement that they are not inconsistent with the provisions of the Plan.

Sec. 10.2 Compensation and Expenses of Funding AgencySec. 10.2 Compensation and Expenses of Funding Agency. The Funding Agency shall be entitled to receive such reasonable compensation for its services as may be provided under the terms of the Annuity Contract or custodial account agreement. The Funding Agency shall also be entitled to reimbursement for all reasonable and necessary costs, expenses, and disbursements incurred by it in the performance of its services. Such compensation and reimbursements shall be paid from the Annuity Contract or Custodial Accounts if not paid directly by the Employer.

Sec. 10.3 No DiversionSec. 10.3 No Diversion. The Annuity Contracts or Custodial Accounts shall be for the exclusive purpose of providing benefits to Participants under the Plan and their beneficiaries and defraying reasonable expenses of administering the Plan. Such expenses may include premiums for the bonding of Plan officials required by ERISA. No part of the corpus or income of any Annuity Contract or Custodial Account may be used for, or diverted to, purposes other than for the exclusive benefit of employees of the Employer or their beneficiaries. Notwithstanding the foregoing, if any contribution or portion thereof is made by the Employer by a mistake of fact, the applicable Funding Agency shall, upon written request of the Employer, return such contribution or portion thereof to the Employer within one year after the payment of the contribution to the Funding Agency; however, earnings attributable to such contribution or portion thereof shall not be returned to the Employer but shall remain in the Annuity Contract or Custodial Account, and the amount returned to the Employer shall be reduced by any losses attributable to such contribution or portion thereof.

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ARTICLE XIARTICLE XI

ADMINISTRATION OF PLAN

Sec. 11.1 Administration by EmployerSec. 11.1 Administration by Employer. The Employer is the "administrator" of the Plan for purposes of ERISA. Except as expressly otherwise provided herein, the Employer shall control and manage the operation and administration of the Plan and make all decisions and determinations incident thereto. In carrying out its Plan responsibilities, the Employer shall have discretionary authority to construe the terms of the Plan, determine eligibility for participation in the Plan, and determine the amount of contributions required under the Plan. Except in cases where the Plan expressly provides to the contrary, action on behalf of the Employer may be taken by any of the following:

(a) The Board.

(b) The President of the Employer.

(c) Any person or persons, natural or otherwise, or committee, to whom responsibilities for the operation and administration of the Plan are allocated by the Employer, by resolution of the Board or by written instrument executed by the President of the Employer and filed with its permanent records, but action of such person or persons or committee shall be within the scope of said allocation.

Sec. 11.2 EvidenceSec. 11.2 Evidence. Evidence required of anyone under this Plan may be by certificate, affidavit, document, or other instrument which the person acting in reliance thereon considers to be pertinent and reliable and to be signed, made, or presented to the proper party.

Sec. 11.3 Correction of ErrorsSec. 11.3 Correction of Errors. It is recognized that in the operation and administration of the Plan certain mathematical and accounting errors may be made or mistakes may arise by reason of factual errors in information supplied to the Employer or Funding Agency. The Employer shall have power to cause such equitable adjustments to be made to correct for such errors as the Employer in its discretion considers appropriate. Such adjustments shall be final and binding on all persons. Any return of a contribution due to a mistake in fact will be subject to Sec. 10.3.

Sec. 11.4 RecordsSec. 11.4 Records. The Employer, each fiduciary with respect to the Plan, and each other person performing any functions in the operation or administration of the Plan or the management or control of the assets of the Plan shall keep such records as may be necessary or appropriate in the discharge of their respective functions hereunder, including records required by ERISA or any other applicable law. Records shall be retained as long as necessary for the proper administration of the Plan and at least for any period required by ERISA or other applicable law.

Sec. 11.5 General Fiduciary StandardSec. 11.5 General Fiduciary Standard. Each fiduciary shall discharge its duties with respect to the Plan solely in the interests of Participants and their beneficiaries and with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims.

Sec. 11.6 Claims ProcedureSec. 11.6 Claims Procedure. The Employer shall establish a claims procedure consistent with the requirements of ERISA. Such claims procedure shall provide adequate notice in writing to any Participant or beneficiary whose claim for benefits under the Plan has been denied, setting forth the specific reasons for such denial, written in a manner calculated to be understood

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by the claimant and shall afford a reasonable opportunity to a claimant whose claim for benefits has been denied for a full and fair review by the appropriate Named Fiduciary of the decision denying the claim.

Sec. 11.7 BondingSec. 11.7 Bonding. Plan personnel shall be bonded to the extent required by ERISA. Premiums for such bonding may, in the sole discretion of the Employer, be paid in whole or in part from the Annuity Contract or Custodial Accounts. Such premiums may also be paid in whole or in part by the Employer. The Employer may provide by agreement with any person that the premium for required bonding shall be paid by such person.

Sec. 11.8 Waiver of NoticeSec. 11.8 Waiver of Notice. Any notice required hereunder may be waived by the person entitled thereto.

Sec. 11.9 Agent For Legal ProcessSec. 11.9 Agent For Legal Process. The Employer shall be the agent for service of legal process with respect to any matter concerning the Plan, unless and until the Employer designates some other person as such agent.

Sec. 11.10 IndemnificationSec. 11.10 Indemnification. In addition to any other applicable provisions for indemnification, the Employer agrees to indemnify and hold harmless, to the extent permitted by law, each director, officer, and employee of the Employer against any and all liabilities, losses, costs, or expenses (including legal fees) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against such person at any time by reason of such person's services as a fiduciary in connection with the Plan, but only if such person did not act dishonestly, or in bad faith, or in willful violation of the law or regulations under which such liability, loss, cost, or expense arises.

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ARTICLE XIIARTICLE XII

AMENDMENT AND TERMINATION

Sec. 12.1 AmendmentSec. 12.1 Amendment. Subject to the non-diversion provisions of Sec. 10.3, the Employer, by action of the Board, or by action of a person so authorized by resolution of the Board, may amend the Plan at any time and from time to time. No amendment of the Plan shall have the effect of changing the rights, duties, and liabilities of any Funding Agency without its written consent. Also, no amendment shall divest a Participant or Beneficiary of amounts held under Annuity Contracts or Custodial Accounts accrued prior to the amendment. Promptly upon adoption of any amendment to the Plan, the Employer will furnish a copy of the amendment, together with a certificate evidencing its due adoption, to each Funding Agency then acting.

Sec. 12.2 TerminationSec. 12.2 Termination. The Employer, by action of the Board, may terminate the Plan at any time. After such termination no employee shall become a Participant, and no further contributions shall be made. The Annuity Contracts or Custodial Accounts of each Participant in the employ of the Employer at the time of such termination shall be nonforfeitable. The Employer may provide that, in connection with a termination of the Plan and subject to any restrictions contained in the applicable Annuity Contracts or Custodial Account agreements, all Accounts will be distributed, provided that the Employer and any Affiliate on the date of termination do not make contributions to an alternative section 403(b) contract that is not part of the Plan during the period beginning on the date of plan termination and ending 12 months after the distribution of all Accounts under the Plan, except as permitted by Treasury Regulation § 1.403(b)-10(a).

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ARTICLE XIIIARTICLE XIII

MISCELLANEOUS PROVISIONS

Sec. 13.1 HeadingsSec. 13.1 Headings. Headings at the beginning of articles and sections hereof are for convenience of reference, shall not be considered a part of the text of the Plan, and shall not influence its construction.

Sec. 13.2 Capitalized DefinitionsSec. 13.2 Capitalized Definitions. Capitalized terms used in the Plan shall have their meaning as defined in the Plan unless the context clearly indicates to the contrary.

Sec. 13.3 GenderSec. 13.3 Gender. Any references to the masculine gender include the feminine and vice versa.

Sec. 13.4 Use of Compounds of Word "Here"Sec. 13.4 Use of Compounds of Word "Here". Use of the words "hereof", "herein", "hereunder", or similar compounds of the word "here" shall mean and refer to the entire Plan unless the context clearly indicates to the contrary.

Sec. 13.5 Construed as a WholeSec. 13.5 Construed as a Whole. The provisions of the Plan shall be construed as a whole in such manner as to carry out the provisions thereof and shall not be construed separately without relation to the context.

dms.us.52713621.04

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