SAS INSTITUTE INC. RETIREE HEALTH REIMBURSEMENT ARRANGEMENT SUMMARY PLAN DESCRIPTION

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1 SAS INSTITUTE INC. RETIREE HEALTH REIMBURSEMENT ARRANGEMENT SUMMARY PLAN DESCRIPTION Effective January 1, 2013

2 Table of Contents INTRODUCTION AND OVERVIEW OF BENEFITS... 3 ELIGIBILITY AND PARTICIPATION... 4 ELIGIBLE RETIREES... 4 SERVICE THAT IS NOT CREDITED... 5 SPOUSAL COVERAGE... 5 DOMESTIC PARTNER COVERAGE... 5 Domestic Partner Certification... 6 Taxation of Domestic Partner Coverage... 6 COVERAGE FOR YOUR CHILDREN... 6 Children of Divorced Parents... 6 Qualified Medical Child Support Orders... 7 ENROLLMENT... 7 YOUR HRA BENEFITS... 8 HRA CREDITS... 8 ELIGIBLE EXPENSES... 8 EXPENSES NOT ELIGIBLE... 9 REIMBURSEMENT PROCEDURES... 9 TIMING OF REIMBURSEMENT... 9 PAYMENT OF CLAIMS 10 CLAIM PROCEDURES MAKING A FORMAL CLAIM APPEALING A DENIED CLAIM TERMINATION OF HRA COVERAGE SUSPENSION OF PARTICIPATION TERMINATION OF PARTICIPATION FOR ELIGIBLE RETIREES Loss OF SPOUSE, DOMESTIC PARTNER AND DEPENDENT CHILDREN ELIGIBILITY CONTINUATION OF HRA COVERAGE DEATH OF RETIRED EMPLOYEE COBRA COVERAGE Participation in COBRA...13 Continuation for COBRA...14 Termination of COBRA...14 ADMINISTRATIVE INFORMATION NAME OF PLAN INFORMATION ON THE PLAN SPONSOR INFORMATION ON THE PLAN ADMINISTRATOR INFORMATION ON THE CLAIMS ADMINISTRATOR

3 Table of Contents AGENT FOR THE SERVICE OF LEGAL PROCESS PLAN TYPE PLAN YEAR PLAN FUNDING PLAN AMENDMENT AND TERMINATION STATEMENT OF ERISA RIGHTS

4 Introduction and Overview of Benefits Introduction and Overview In 2003, SAS Institute Inc. ("SAS") established the Retiree Health Reimbursement Arrangement ("HRA" or "Plan") to help eligible retirees pay qualifying health care insurance premium expenses for themselves and their eligible family members. Effective January 1, 2013, an eligible retiree will be credited with up to $15,000, which may be used to pay the premiums for health care coverage on a taxfavored basis. In most situations these premium payments will not be taxable to eligible retirees, so the Plan may be an effective way to pay for qualifying post-retirement insurance premiums. The Plan has been amended effective January 1, This Summary Plan Description ("SPD") describes the rules and operation of the HRA as clearly as possible with minimal use of the technical terms appearing in the legal documents. However, the official documents remain the final authority and, in the event of a conflict with this SPD, the official documents shall govern. You may request a copy of the official documents from the Plan Administrator. This SPD highlights the main provisions of the Plan as of January 1, Full details of the Plan are contained in the Plan document, which is available from the Plan sponsor. In the event the information in this description and the official Plan document varies, the Plan document will prevail. SAS currently intends to continue the HRA indefinitely. However, SAS has had and continues to have the right at any time, and from time to time, to modify, alter or amend the Plan, in whole or in part, effective as of a specified date, without the approval, consent or acceptance of any Participant or any other person, organization or entity. SAS right to amend the Plan or any document related to the Plan shall permit SAS to change the Benefits offered to all eligible participants. This SPD does not create a contract or a guarantee of employment between SAS or any of its subsidiaries, and any individual. 3

5 Eligibility and Participation Eligibility and Participation Eligible Retirees You are eligible to participate in the HRA if (1) you are a Full-Time Employee or a Part-Time Employee of SAS or a participating subsidiary or affiliate and (2) you retire from SAS or the participating subsidiary or affiliate and (3) a) by 6/30/08, the sum of your age and your credited Retiree Years of Service is greater than or equal to 65; or b) you are age 60 or greater with 5 or more credited Retiree Years of Service. A Full-Time Employee is any employee of SAS or any participating subsidiary or affiliate who is regularly scheduled to work at least 35 hours per week. A Part-Time Employee is any employee of SAS or any participating subsidiary or affiliate who is regularly scheduled to work at least 20 hours but less than 35 hours per week. If you actively work during at least six months of a calendar year as a Full-Time Employee or a Part- Time Employee, you will be credited with a Retiree Year of Service. If you actively work during a calendar year as both a Full-Time Employee and a Part-Time Employee, you will be credited with a Retiree Year of Service as a Full-Time Employee so long as you worked at least six months of the calendar year as a Full-Time Employee. If you are an employee of SAS or any participating subsidiary or affiliate that has adopted the Plan on the Effective Date, your Retiree Years of Service shall include any Retiree Years of Service with SAS or any participating subsidiary or affiliate completed prior to the Effective Date of the HRA. Unless specifically determined otherwise, Retiree Years of Service will be counted with a participating subsidiary or affiliate that begins participating after the Effective Date only from the date the entity begins participating in the Plan. In determining whether you completed a Retiree Year of Service, the following service shall be included: 1) any calendar month in which you were actively employed as a Full-Time Employee or Part-Time Employee; or 2) any calendar month in which you were on a paid leave of absence; and 3) any calendar month in which you had an unpaid leave of absence that the Plan Administrator determines can be credited toward a Retiree Year of Service. If your employment is not continuous, your pre-break service will only be added to your post-break service if you are a Full-Time Employee or Part-Time Employee on the Effective Date of the Plan. The Plan Administrator has the discretionary authority to determine whether service is credited toward the completion of a Retiree Year of Service and whether the service should be credited toward a Retiree Year of Service as a Full-Time Employee or a Part-Time Employee. The Plan Administrator also has the authority to accelerate the crediting of Retiree Years of Service in special circumstances such as a reduction-in-force. If the Plan Administrator determines that you engaged in gross misconduct during your SAS employment, whether before or after your termination of employment, all your Retiree Years of Service may be forfeited and your right, as well as the right of your qualified dependents, to participate in the HRA will terminate. 4

6 Service that is not Credited The following service is not credited toward a Retiree Year of Service: Eligibility and Participation Any service by an employee who is regularly scheduled to work less than 20 hours per week. Any service for a subsidiary or affiliate of SAS that has not adopted this HRA. Any service that is paid from a non-u.s. payroll, either entirely or partly. Any service for an employee who is covered by a collective bargaining agreement and with respect to whom inclusion in the HRA is not specifically provided for in the collective bargaining agreement. Any service for an employee who is classified as an intern, student, or as an on-call, casual, seasonal or temporary employee. Any service of an employee who is leased from another organization, unless the organization is affiliated with SAS, participates in the HRA and has authorized the employee's eligibility. Any service for an individual classified as an independent contractor (without regard to how the individual may be classified by a court or administrative agency). An independent contractor or any other ineligible individual who is reclassified by a court, administrative agency or other party, as an eligible individual will not be considered an eligible individual and will not be credited with Retiree Years of Service for periods before SAS implements the reclassification decision, even if the decision applies retroactively. Spousal Coverage If you are an eligible retiree, your spouse is eligible to be covered by the HRA. Eligible retirees may cover their common-law spouses, provided your marriage was formed in a state that allows common-law marriages. Currently, common-law marriages may be formed in: Alabama, Colorado, Iowa, Kansas, Montana, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Texas, Utah and Washington, D.C. Domestic Partner Coverage If you are an eligible retiree, your domestic partner (whether of the same or opposite sex) is eligible to be covered by the HRA. As described below, current tax laws do not allow domestic partner coverage to be provided on a tax-favored basis. In addition to your domestic partner, his/her unmarried children are also eligible for coverage. This would include any natural children, foster children, adopted children, and stepchildren of your domestic partner. Children also include children living with you and your domestic partner for whom your domestic partner has legal custody or legal guardianship, as described below under Dependent Child Coverage. 5

7 Domestic Partner Certification Domestic Partner Certification Before enrolling your domestic partner and his/her applicable children in the HRA, you and your domestic partner will be asked to acknowledge that you meet the following criteria: You are both at least 18 years of age; You have lived together for at least 12 consecutive months immediately prior to the enrollment of the domestic partner; You are in an exclusive, committed relationship with each other and are jointly responsible for each other's common welfare and living expenses; You are not the legal spouse (including common-law) of any other person, and are not involved in a domestic partnership with any other person; and You are not related by blood to a degree of closeness that would prohibit legal marriage in the state in which you reside. Taxation of Domestic Partner Coverage Based on current tax laws, the HRA coverage for your domestic partner and his/her applicable children cannot be provided on a tax favored basis. Specifically, the value of their HRA coverage that is paid for by SAS will be taxable to you for purposes of federal, state and local income taxes and social security taxes. However, the portion of HRA coverage paid for by SAS will remain nontaxable for you and your dependent children. If you have further questions regarding domestic partner coverage, please contact the Plan Administrator. Coverage for Your Children If you are an eligible employee, your children who are under age 26 are eligible to be covered by the HRA. The term "children" includes any natural children, foster children, adopted children, and stepchildren. The term also includes children living with you for whom you have legal custody or legal guardianship. Children of Divorced Parents Generally, if you are divorced and have a child who is otherwise eligible for HRA coverage (he/she is under the age limitations), the child is eligible to be covered by the HRA regardless of whether you have custody of the child or provide less than half of the child's financial support as long as you and your ex-spouse together provide more than one-half of the child's financial support. Example: Alan and Susan are divorced. Susan has custody of their seventeen-year-old child, Marie, and Susan claims Marie as a dependent on Susan's income tax return. Alan and Susan together provide more than 50% of Marie's financial support. Alan, as a SAS retiree, may elect coverage for Marie under the HRA. 6

8 Qualified Medical Child Support Orders In general, qualified medical child support orders ("QMCSOs") are legal orders requiring a parent to provide medical support to a child (for example, in cases of legal separation or divorce). QMCSOs may require the HRA to make coverage available to your child, even when there is no other event that would permit an enrollment. In order to qualify as a QMCSO, the medical support order must be a judgment, decree or order (including approval of a settlement agreement) issued by a court of competent jurisdiction or by an authorized administrative agency, which does the following: Specifies your name and last known address, and the child's name and last known address; Provides a reasonable description of the type of coverage to be provided, or the manner in which the type of coverage is to be determined; States the period to which it applies; and Specifies the benefits to which it applies. The QMCSO may not require the HRA to provide coverage for any type or form of benefit, or any option, not otherwise provided under the terms of the HRA. Upon approval of a QMCSO, the HRA must pay benefits directly to the child, or to the child's custodial parent or legal guardian, pursuant to the terms of the order to the extent it is consistent with the terms of the HRA. You and the affected child will be notified if an order is received. You may also obtain a copy free of charge of the HRA's QMCSO procedures by contacting the Plan Administrator. A child covered under the HRA pursuant to a QMCSO will be treated as an eligible dependent. Enrollment Although enrollment is automatic once you fulfill the eligibility requirements described above, you must submit a signed enrollment form to the Benefits Department at least four weeks prior to your retirement date. On the enrollment form, you must indicate the date of your retirement, the name of your eligible family members, whether you intend to take advantage of domestic partner coverage, and certain other information requested the Plan Administrator. If you need to enroll your eligible family members after your retirement date, you must contact the Plan Administrator for further information. The Plan Administrator reserves the right to establish periodic enrollment dates. Enrollment information can be obtained from the SAS Benefits Department or on-line under the SAS Benefits Department web page at httn://sww.sas.com/hr/benefits. Enrollment forms may be obtained from the SAS Benefits Department. Upon enrollment, you will also be required to complete a banking information form in order to have your reimbursement direct deposited to a personal banking account. If you have elected HRA coverage for your domestic partner and his/her applicable children, you will also be required to make the appropriate arrangements for withholding as determined by the Plan Administrator. 7

9 Your HRA Benefits Your HRA Benefits HRA Credits After your enrollment in the HRA has become effective, SAS will establish a Retiree Health Account (the "Account") in your name. SAS will then credit to your Account (subject to the Maximum Amount described below) an amount based on your Retiree Years of Service (See, Page 2 for how your Retiree Years of Service are determined). You will be credited with an amount equal to $1,000 per year for each Retiree Year of Service as Full-Time Employee. You will be credited with an amount equal to $600 per year for each Retiree Year of Service as a Part-Time Employee. The Maximum Amount that will be credited to your Account as described above will be $15,000. However, this Maximum Amount excludes any discretionary cost-of-living adjustments and other adjustments for special situations, such as a reduction in force or a "window offering," as determined by SAS in its sole discretion. Example: Assume you worked a total of 15 Retiree Years of Service and retire at age 60. If you completed ten (10) Retiree Years of Service as a Full-Time Employee and five (5) Retiree Years of Service as a Part-Time Employee, you will receive a credit of $13,000 [($1,000 x 10 = $10,000) plus ($600 x 5= $3,000)]. Reasonable administrative expenses associated with your Account will be deducted annually from your Account. Once your Account is established, you may begin to request reimbursement of Qualifying Health Care Premiums (described below). The Plan is not designed to fund all the premiums you incur for any particular year, but to help you pay for retiree health coverage on a taxfavored basis. After the amount of your HRA benefit is determined and credited to your Account, no additional amounts will be credited (unless you are rehired as described under Eligibility and Participation ). However, SAS reserves the right to make a periodic cost-of-living adjustment to Accounts. SAS also reserves the right to make discretionary adjustments to Accounts in special situations, such as a reduction in force or "window offering." Eligible Expenses You may use the amount credited to your Account to obtain reimbursement for Qualifying Health Care Premiums for you and your qualifying family members. Only Qualifying Health Care Premiums incurred on or after the Effective Date of the HRA may be reimbursed. The following types of coverage are considered "Qualifying Health Care Premiums": Premiums incurred for medical, dental and vision coverage for you and your spouse, domestic partner and/or dependent children. Premiums incurred for you and your spouse or domestic partner for Part A, Part B, Medicare+Choice (M+C), or Part D Medicare coverage. Premiums incurred for you and your spouse or domestic partner for supplemental Medicare coverage (also referred to as "Medigap" coverage). 8

10 Expenses Not Eligible Certain health care premiums and other health care expenses may not be reimbursed from your Account. Those premiums and expenses that are not eligible for reimbursement include: Premiums incurred before your enrollment date in the HRA. Premiums incurred before the Effective Date of the HRA. Premiums incurred after your HRA coverage terminates or is suspended. Premiums for long-term care benefits, disability benefits and life insurance benefits. Any out-of-pocket health care expense not paid for by Qualifying Health Care Premiums, including deductibles, co-payments and co-insurance. Any health care expense (other than premiums) whether or not paid for by Qualifying Health Care Premiums. Any premiums that otherwise are Qualifying Health Care Premiums, but are paid for or reimbursed by another plan, including any premiums that are paid on a pre-tax basis through a cafeteria plan. Reimbursement Procedures As you incur Qualifying Health Care Premiums, you may obtain reimbursement by submitting a claim form to Flores & Associates, which is serving as the Claims Administrator. Contact information can be found on Page 15 of this document. You must provide supporting documentation with your claim in the form of an itemized bill or receipt from your carrier of Qualifying Health Care Premiums that indicates the names of the individuals who are covered and the time period to which the coverage relates. If the premiums are eligible, you will receive the reimbursement amount via direct deposit into a personal bank account designated by you in writing and the amount paid to you will be deducted from your Account. If the request is rejected as not eligible, you will be notified. Claims must be submitted on the forms provided by the Claims Administrator. You may request claim forms and the procedures on how to complete and where to send the forms on the Flores Website ( or by contacting Flores & Associates. You are responsible for the validity of the information on your claim forms. Similarly, you are responsible for making certain that all expenses submitted for reimbursement are eligible expenses. Before submitting your claim form and the appropriate substantiation you should retain a copy of the submitted materials. Timing of Reimbursement Requests for reimbursement must be submitted within one year of the end of the calendar year in which the expense was incurred. 9

11 Payment of Claims Eligible claims submitted for reimbursement will be paid up to the balance of your Account, subject to a maximum calendar year reimbursement amount as outlined further in this section. Reimbursements amounts will sent to your designated personal bank account via direct deposit on the last Friday of the month provided Flores & Associates has received your eligible claim form and receipts on or before the prior Friday. If you select the Retiree Medical Plan offered through Blue Cross Blue Shield of North Carolina (BCBSNC), your insurance premiums will be automatically deducted from your HRA account and paid directly to BCBSNC. Once you have exhausted the balance of your Account, no further reimbursements will be made. The Plan Administrator has the discretion to impose from time to time a maximum dollar amount of reimbursements that can be made in any calendar year. The current annual maximum dollar amount is $12,000. Reimbursement checks may also be subject to a minimum dollar amount as determined by the Plan Administrator from time to time. If your submitted claims are less than the minimum check amount, your reimbursement will be suspended until your submitted claims reach the minimum. 10

12 Claim Procedures Usually, benefits are paid in the ordinary course using the forms and procedures described in this SPD. However, occasionally you may wish to file a formal claim for benefits. The procedures for filing a formal claim for benefits are set forth below. The Plan Administrator or its delegates has the exclusive discretionary authority to construe and to interpret the Plan, to decide all questions or eligibility for benefits and to determine the amount of such benefits, and its decisions on such matters are final and conclusive. Benefits under the Plan will be paid only if the Plan Administrator decides in its discretion that the applicant is entitled to them. Any interpretation or determination made pursuant to such discretionary authority will be upheld on judicial review, unless it is shown that the interpretation or determination was an abuse of discretion. The Plan Administrator may periodically exercise its authority to delegate some or all of its above discretionary authority to third party claims administrators. Making a Formal Claim To make a formal claim for HRA benefits, you must follow the procedures listed in this SPD and file the claim with the Claims Administrator. The Claims Administrator may require that the claim be supported by a bill, receipt or other evidence substantiating the amount of the expenditure and the character of the claim. The Claims Administrator will review the claim and you or your beneficiary will receive written notice of the determination within 30 days after receipt of the claim. If additional information is needed to process the claim, the Claims Administrator will notify you or your beneficiary. You then have 45 days to provide the requested information, and during the time that a request for information from you is outstanding, your claim will be pended. If for reasons beyond the control of the Claims Administrator, an extension of time is required to process your claim, you will receive written notice of the extension, an explanation of the circumstances requiring extension and the expected date of the decision prior to the end of the 30-day period. In no event shall the extension exceed a period of an additional 15 days from the end of the initial 30-day period. If the Claims Administrator denies all or part of your claim for HRA benefits, you will be notified. This notice will include (i) the specific reasons for the denial, (ii) the specific reference to the pertinent Plan provisions on which the denial is based, (iii) a description of any material or information necessary for you to perfect the claim, and (iv) the appropriate information as to the steps to be taken if you wish to appeal the denied claim. Appealing a Denied Claim If you disagree with the Claims Administrator's decision, you will have 180 days to request a review by filing a written appeal with the Plan Administrator. As a part of such appeal, you or your representative may (i) review pertinent documents, and (ii) submit issues and comments in writing relating to the denied claim. The Plan Administrator will reconsider your claim, taking into account all comments, documents and other information that you have submitted in support of your claim, and will notify you of its determination within 60 days after receipt of the request for review. The decision on appeal will be in writing and will include the specific reasons for the decision. You may not bring legal action against the Plan or SAS until you first complete the claims and appeal procedures described above. 11

13 Suspension of Participation Termination of HRA Coverage As a retired employee, your participation in the HRA will be suspended and your Account deactivated if the Plan Administrator determines that you should no longer be classified as a retired employee by: Becoming employed for SAS in any employment capacity including, but not limited to, working as a regular Full-Time or Part-Time Employee of SAS. Becoming a contract employee working for SAS either directly or through an agency or customer. Your eligibility will be reinstated and your Account reactivated once you are reclassified as a retired employee and meet the eligibility requirements of this HRA. While your Account is suspended, you may earn additional credits to your Account if you earn additional Retiree Years of Service during your rehire period. Example: Assume you are rehired as a Full-Time Employee after your retirement date and you work an additional year after which time you again retire. In this situation, you would earn an additional Retiree Year of Service as a Full-Time Employee and an additional $1,000 will be credited to your Account upon your subsequent retirement date, assuming you received less than the current Maximum Amount at the time of your previous retirement. Termination of Participation for Eligible Retirees As an Eligible Retiree, your participation in this HRA will terminate once the balance in your Account has been fully exhausted and no more reimbursements can be made from your Account. Loss of Spouse, Domestic Partner and Dependent Children Eligibility In general, your spouse, domestic partner and enrolled dependents will lose their eligibility (or have it suspended in the case you are rehired) to participate in the HRA at the same time and to the extent that you, as the retiree, loses his/her eligibility as provided above. However, in certain circumstances, your spouse, domestic partner and dependent children could lose their eligibility to be enrolled in the HRA, while you, as the retiree, would continue to participate. In such event, your spouse, domestic partner or child would terminate their participation in the HRA upon the occurrence of the event terminating their eligibility. For example, your spouse or domestic partner would lose his/her eligibility to participate if you become divorced or you ceased to fulfill the requirements of the domestic partner certification. Further, your dependent child would lose his/her eligibility to participate once your child attains age 26. In many of these circumstances, your spouse or child may be able to continue their HRA coverage under COBRA. COBRA coverage is discussed beginning on page

14 Continuation of HRA Coverage Death of Retired Employee If you are a surviving spouse, surviving domestic partner, or surviving qualifying dependent, you may use the remaining balance in the Account for Qualifying Health Care Premiums incurred after the retired employee's death for yourself and your qualifying dependents. In addition, the retired employee's estate may claim reimbursement for premiums for Qualifying Health Care Premiums incurred by the retiree prior to death. In general, the foregoing rules that apply to reimbursement made under the HRA for retirees also apply to your surviving spouse, domestic partner, and qualifying dependents upon the retiree's death. The reimbursement rules are discussed beginning on page 7. COBRA Coverage Your covered family members may extend coverage under the HRA in certain circumstances when coverage would otherwise end. The option to extend their coverage is called COBRA coverage. COBRA stands for the Consolidated Omnibus Budget Reconciliation Act of However, in order to extend coverage under COBRA, a covered family member must pay the applicable COBRA premium. All COBRA premiums must be paid on an after-tax basis. For example, if the monthly COBRA premium is $418 and a qualifying dependent elects COBRA, the dependent would have to make an annual after-tax payment of $5,016 for the opportunity to be reimbursed $5,000. Participation in COBRA If one of the circumstances listed in the COBRA Continuation Chart causes a covered family member to lose coverage, he/she may continue coverage in the HRA for themselves and their applicable dependents if they pay the entire cost of coverage, plus 2% to cover administrative expenses. COBRA coverage is only applicable after an eligible retiree retires from SAS and enrolls in the HRA. Qualifying events occurring prior to an eligible retiree enrolling in the HRA are not subject to the COBRA coverage rules of this section. For example, if an employee and his/her spouse divorce prior to the employee retiring from SAS and enrolling in the HRA, the spouse may not continue HRA coverage under COBRA because at the time of the divorce the employee was not enrolled in the HRA. Continued coverage is available for a maximum of 36 months as outlined in the chart. The maximum continuation period if multiple circumstances should occur is a total of 36 months. For example, if you and your spouse become divorced and then your child no longer qualifies as a dependent, your dependent's coverage may continue for a total of 36 months after the divorce was finalized. It is the responsibility of you, your spouse, or your dependent children to contact the SAS Benefits Department within 60 days of the event to request an application to continue participation due to (i) a child no longer qualifying as a dependent, (ii) divorce or (iii) legal separation. Your family members who continue HRA coverage through COBRA must pay the total cost of the continued coverage, plus 2% for administrative expenses. Before a family member enrolls in COBRA coverage, he/she will be informed on the total monthly cost to continue the HRA coverage. From time to time, some changes in coverage are possible. For example, coverage and cost may be modified if SAS makes changes to the HRA. 13

15 Your eligible family members have 60 days from the COBRA election notice date to elect continued participation under COBRA. Once an election is made, they will have 45 days to pay the initial premium payment. COBRA coverage will be effective the day after the qualifying event. Continuation for COBRA COBRA CONTINUATION CHART CIRCUMSTANCES MAXIMUM CONTINUATION PERIOD Employee Spouse Child Retiree and spouse legally separate or divorce N/A 36 months 36 months Retiree becomes entitled to Medicare N/A 36 months 36 months Child no longer qualifies as dependent N/A N/A 36 months Retiree dies N/A N/A* N/A* * COBRA is not offered in this situation because spouses and qualifying dependents may continue to utilize the HRA Account after the employee's death until the Account balance is fully exhausted. Termination of COBRA COBRA coverage will terminate before the end of the indicated time period if: Your applicable family member becomes covered after the date of the COBRA election under another group health care plan (provided the plan does not have pre-existing condition exclusions affecting the covered individuals); Your applicable family member becomes entitled to Medicare after electing COBRA continuation coverage; The first required premium is not paid within 45 days, or any subsequent premium is not paid within 30 days of the due date; or If all health plans for active employees are terminated by SAS. 14

16 Administrative Information Administrative Information Name of Plan The official name of the Plan is the SAS Institute Inc. Retiree Health Reimbursement Arrangement, Plan number 501. The Plan is a component plan of the SAS Institute Inc. Welfare Benefits Plan. Information on the Plan Sponsor The Plan is sponsored by: SAS Institute Inc. SAS Campus Drive Cary, NC (919) EIN: Information on the Plan Administrator The Plan is administered by: SAS Institute Inc. SAS Campus Drive Cary, NC (919) EIN: Information on the Claims Administrator Flores & Associates P. O. Box Charlotte, NC (800) EIN: Agent for the Service of Legal Process SAS Institute Inc. SAS Campus Drive Cary, NC (919) Attn: John Boswell Plan Type The Plan described in this SPD is a "Welfare Benefit Plan" for purposes of the Employee Retirement Income Security Act of 1974, as amended. 15

17 Plan Year The financial and other records for this Plan are kept on a Plan Year basis. The Plan Year ends on each December 31. Plan Funding The costs of providing HRA benefits under this Plan (including expenses associated with Plan administration) are paid out of the general assets of SAS. The Plan may be administered through a contract with a third-party administrator, in which case the third-party administrator will determine all benefits in accordance with the official plan documents and applicable contracts. Plan Amendment and Termination The HRA has been established with a bona fide intention and expectation that it shall be continued indefinitely. However, neither the Plan Sponsor nor SAS shall have any obligation whatsoever to maintain or continue the HRA or any level of HRA benefits for any length of time. The Plan Sponsor reserves the right to modify, reduce, suspend, amend or terminate (in whole or in part) this Plan at any time. Neither the Plan Sponsor nor SAS promises any specific level of HRA benefits or HRA coverage at or during retirement. Benefits for claims occurring after the effective date of a Plan amendment, modification or termination are payable in accordance with the revised Plan documents. All statements in this SPD and all representations by SAS or its personnel are subject to the above right of amendment and termination. The right to modify, reduce, suspend, amend or terminate (in whole or in part) this Plan at any time applies, without limitation, even after an individual's circumstances have changed by retirement or otherwise. Statement of ERISA Rights The following statement is required by federal law and regulation. As a participant in the Plan described in this SPD you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all participants shall be entitled to: Receive Information About Your Plan and Benefits Examine, without charge, at the Plan Administrator's office and at other specified locations, such as worksites, all documents governing the Plan, including insurance contracts and collective bargaining agreements, and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Pension and Welfare Benefit Administration. Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including insurance contracts, and copies of the latest annual report (Form 5500 Series) and updated summary plan descriptions. The Plan Administrator may make a reasonable charge for the copies. Receive a summary of the Plan's annual financial reports. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report. 16

18 Continue HRA Plan Coverage Continue HRA coverage for your spouse or dependents if there is a loss of coverage under the Plan as a result of a qualifying event. You or your dependents may have to pay for such coverage. Review this SPD for the rules governing your COBRA continuation coverage rights. You should be provided a certificate of creditable coverage, free of charge, from the Plan or health insurance issuer when you lose coverage under the Plan, when you become entitled to elect COBRA continuation coverage, when your COBRA continuation coverage ceases, if you request it before losing coverage, or if you request it up to 24 months after losing coverage. Without evidence of creditable coverage, you may be subject to preexisting condition exclusion for 12 months (18 months for late enrollees) after your enrollment date in your coverage. Prudent Actions by Plan Fiduciaries In addition to creating rights for participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plans. The people who operate your Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other participants and beneficiaries. No one, including your employer, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA. Enforce Your Rights If your claim for a Plan benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of the Plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a Federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court. In addition, if you disagree with the Plan's decision or lack thereof concerning the qualified status of a medical child support order, you may file suit in a Federal court. If it should happen that Plan fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. 17

19 Assistance with Your Questions If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Pension and Welfare Benefits Administration. This SPD highlights the main provisions of the Plan as of January 1, Full details of the Plan are contained in the Plan document, which is available from the Plan sponsor. In the event the information in this description and the official Plan document varies, the Plan document will prevail. SAS currently intends to continue the HRA indefinitely. However, SAS has had and continues to have the right at any time, and from time to time, to modify, alter or amend the Plan, in whole or in part, effective as of a specified date, without the approval, consent or acceptance of any Participant or any other person, organization or entity. SAS right to amend the Plan or any document related to the Plan shall permit SAS to change the Benefits offered to all eligible participants, This SPD does not create a contract or a guarantee of employment between SAS or any of its subsidiaries, and any individual. 18

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