COVENANT HEALTH 401(k) Plan

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1 COVENANT HEALTH 401(k) Plan Summary Plan Description January 1, 2011 Covenant Health Corporate Benefits 1400 Centerpoint Blvd. Building A, Suite 209 Knoxville, Tennessee 37932

2 SUMMARY PLAN DESCRIPTION TABLE OF CONTENTS I INTRODUCTION...3 II PLAN DATA...3 Agent for Service of Legal Process...3 Effective Date...3 Plan Sponsor...3 Plan Administrator...3 Plan Year...3 Trustee...3 Type of Administration...3 Type of Plan...3 III DEFINITIONS...3 Break In Service...3 Compensation...4 Disability...4 Elective Deferral...4 Entry Date...4 Hour Of Service...4 Normal Retirement Age...4 Year of Service...5 Eligibility...5 Contributions...5 Vesting...5 IV ELIGIBILITY REQUIREMENTS AND PARTICIPATION...5 V EMPLOYEE CONTRIBUTIONS...6 Elective Deferrals...6 Rollover Contributions...6 VI EMPLOYER CONTRIBUTIONS...6 Contribution Type and Formula...6 Matching Contributions...6 Discretionary Contribution...6 Eligibility For Allocation...7 VII GOVERNMENT REGULATIONS...7 VIII PARTICIPANT ACCOUNTS...7 IX VESTING...7 Determining Vested Benefit...7 Payment Of Vested Benefit...8 Loss Of Benefits...8 Timing of Forfeiture...8 Reemployment...9 Terminated Partially Vested Participants...9 1

3 X TOP-HEAVY RULES...9 XI RETIREMENT BENEFITS AND DISTRIBUTIONS...10 Retirement or Termination Benefits...10 Distributions During Employment...10 Hardship Withdrawals...10 Beneficiary...11 Death Benefits...11 Form of Payment...12 Rollover of Payment...12 Time Of Payment...13 XII INVESTMENTS...13 Investing Your Accounts...13 Investment Responsibility...13 ERISA 404(c) Plan...14 Participant Loans...14 XIII ADMINISTRATION...14 Plan Administrator...14 Trustee...14 XIV AMENDMENT AND TERMINATION...15 XV LEGAL PROVISIONS...15 ERISA Rights...15 Employment Rights...16 Benefit Insurance...16 Claims Procedure...16 Assignment

4 I INTRODUCTION Covenant Health sponsors the Covenant Health 401(k) Plan (the "Plan") to help supplement your retirement income. Through out this summary, the term "Company" is used generally to describe Covenant Health and any related company that has adopted the Plan as an employer. Upon written request to the Plan Administrator, you may obtain information as to whether a particular employer has adopted the Plan and, if so, the employer s address. In instances where only Covenant Health is the relevant entity, the term "Plan Sponsor" is used. Under the Plan, the Company makes contributions to a Trust Fund which will pay you a benefit when you terminate employment. Details about how the Plan works are contained in this summary. While the summary describes the principal provisions of the Plan, it does not include every limitation or detail. If there is a discrepancy between this booklet and the official Plan document, the Plan document shall govern. You may obtain a copy of the Plan document from the Plan Administrator. The Plan Administrator may charge a reasonable fee for providing you with the copy. II PLAN DATA A. Agent for Service of Legal Process: The Plan Sponsor or Trustee. B. Effective Date: The effective date of the original Plan was October 1, 1984; the effective date of the amended and restated Plan is January 1, C. Plan Sponsor: Covenant Health Address: 1400 Centerpoint Blvd. Building A, Suite 209 Knoxville, Tennessee Tax I.D.: Plan No: 002 D. Plan Administrator: Covenant Health is also the Plan Administrator. The following individual(s) have been designated to serve as correspondent: James B. Hill E. Plan Year: The 12 month period beginning January 1 and ending on December 31. F. Trustee: Fidelity Management Trust Company 82 Devonshire Street Boston, MA G. Type of Administration: Trust Fund H. Type of Plan: Defined contribution profit sharing plan with a cash or deferred arrangement III DEFINITIONS A. Break In Service. A Plan Year during which you are not credited with or are not paid for more than 500 hours. If you go into the military service of the United States, you are not considered terminated as long as you return to work within the time required by law. If you separate from employment and incur a Break in Service, all contributions to your various accounts are suspended. (See special rules relating to maternity and paternity leave under Section III(F) below. Also see Section VI(B) to determine your eligibility to share in Employer Contributions if you separate from employment, but do not incur a Break in Service.) If a Break in Service occurs and you return to 3

5 full time employment with the Company, your rights are explained in the section entitled "Vesting". B. Compensation. Your total pay from the Company, as reflected on tax Form W-2, which is subject to income tax withholding when paid. Compensation will include amounts received by you during the Plan Year. Compensation shall be limited to $200,000 as adjusted for inflation. For the 2014 Plan Year the annual limit is $260,000. Compensation shall include amounts deferred under 401(k) plans, Section 125 cafeteria plans and certain other plans of deferred compensation. C. Disability. A mental or physical condition that is likely to result in death or is expected to continue for a period of at least 6 months. You are disabled only if you are eligible to receive a disability benefit under the terms of the Social Security Act. D. Elective Deferral. Employee contributions made to the Plan by the Company at your election. You can elect to defer a portion of your salary, instead of receiving it in cash, and the Company will contribute it to the Plan on your behalf. E. Entry Date. The date on which you enter the Plan. Your Entry Date will be each day of the Plan Year following the date you satisfy the Plan's eligibility requirements. F. Hour Of Service. You will receive credit for each hour you (1) are paid for being on your job, (2) are paid even if you are not at work (vacation, sickness, leave of absence, or Disability), (3) are paid for back pay if hours were not already counted, or (4) were scheduled for work during a period which you are absent from work because of service with the armed forces and are eligible for special re-employment rights. A maximum of 501 hours will be credited in any year for periods during which you are not at work but are paid. Hours of Service will be calculated based on actual hours. You may be eligible for additional Hours of Service if you leave employment, even if temporarily, due to childbirth or adoption (maternity and paternity leave). If this is the case, you will be credited with enough hours (up to 501) of service to prevent a Break in Service, either in the year you leave employment or the following year. For example, if you have 750 Hours of Service in the year that your child is born, you would not get any more hours credited for that Plan Year since you do not have a Break in Service. Therefore, if you do not return to employment the following year, you will get 501 Hours of Service so you will not have a Break in Service in that year. Alternatively, if you do return the following year, but work only 300 hours, you will receive an additional 201 hours in order to prevent a break. These Hours of Service for maternity or paternity leave must all be used in one Plan Year. They are used only to prevent a Break in Service and not for calculating your Years of Service for eligibility, vesting or benefits. G. Normal Retirement Age. The term Normal Retirement Age means (i) with respect to the period of time ending on December 31, 2010, the later of the date he obtains age 55 of the fifth anniversary of the date he commenced employment with an Employer or a Related Company and (ii) with respect to the period of time commencing on January 1, 2011, the earlier of (A) the date he obtains age 65 or the fifth anniversary of the date he commenced employment with an Employer or a Related Company, whichever is later or (B) the date he obtains age 62 or the tenth anniversary of the date he commenced employment with an Employer or a Related Employer, whichever is later; provided, however, that in the case of an employee who (x) obtained his Normal Retirement Date on or before December 31, 2010 pursuant to the definition of such term as it then existed or (y) has then completed three (3) or more years of Vesting Service, the definition of Normal Retirement Date in effect on such date shall continue to apply for all purposes under the Plan. 4

6 H. Year of Service. Your years of service are relevant to whether you will be credited with vesting service, as described in section IX or eligible to receive an allocation of Matching Contributions, as described in Section VI. Eligibility For purposes of determining your eligibility to participate in the Plan, there is no hourly service requirement or Year of Service required, however, you must be 21 years of age and be employed for a period of 90 days from the date you are hired. Contributions For purposes of determining whether or not you are entitled to have Matching Contributions (as described in Section VI) allocated to your account, a Year of Service is a 12-consecutive month period, which is the same as the Plan Year, during which you are credited with at least 1000 Hours of Service. Vesting For purposes of determining the extent to which you are vested in your account balance, a Year of Service is a 12-consecutive month period, which is the same as the Plan Year, during which you are credited with 1000 Hours of Service. IV ELIGIBILITY REQUIREMENTS AND PARTICIPATION All employees of the Company, including leased employees, are eligible to participate in the Plan other than (1) employees who are covered by a collective bargaining agreement, unless the agreement provides for participation for its members, (2) non-resident aliens with no U.S. source income, (3) temporary employees, (4) employees of Covenant Medical Management who are eligible to participate in the Covenant Medical Management 401(k) and Profit Sharing Plan, or 5) employees of Morristown-Hamblen Health System. Any employee who was eligible to participate in the Plan immediately prior to January 1, 2001 continues to be eligible. Each other employee becomes an eligible employee (an "Employee") after completing 90 days of service as an employee described above. Your participation in the Plan will begin on the Entry Date, as defined in Section III, which means that if you are age 21 or older, you would become a participant the day after your completion of 90 days of service. Once you become an Employee, you can enroll in the Plan by calling the Fidelity Retirement Benefits Line at or by accessing Fidelity Net Benefits at You must first establish a Personal Identification Number (PIN). Then, you will need to: 1. choose the percentage of your compensation you wish to contribute to the Plan; 2. specify the fund(s) in which you want your contributions invested; and 3. complete and deliver a signed beneficiary designation form to the Covenant Health Benefits Department. 5

7 V EMPLOYEE CONTRIBUTIONS A. Elective Deferrals As an Employee, you may authorize the Company to withhold from 1% up to 100% of your Compensation and to deposit such amount in the Plan Trust Fund; provided, however, Executives (which includes any Employee whose job code begins with 10) may not contribute in excess of 4% of their compensation. You may increase, decrease, or revoke and resume your Elective Deferral percentage at any time, effective as of the date or dates prescribed the Plan Administrator. Your Elective Deferrals generally may not exceed a certain limit in a Plan Year. The limit is $17,500 for the 2014 Plan Year. This limit also applies to elective deferrals in a similar plan of an unrelated employer. If you notify the Plan Administrator by March 1 of the taxable year following the taxable year in which an excess amount was contributed to the Plan, the excess and any income thereon will be returned to you by April 15. However, if you will be age 50 or older prior to the end of a Plan Year, you are eligible to make additional Elective Deferrals during the Plan Year of up to the lesser of (i) $5,500 (as adjusted for inflation) or (ii) the amount of your compensation for the year, less the amount of your normal Elective Deferrals. B. Rollover Contributions Rollover Contributions are permitted. You may make a Rollover Contribution once you have met the eligibility requirements of the Plan. A rollover of your retirement benefits may originate from another qualified retirement plan, certain tax deferred annuities, individual retirement arrangements and annuities and certain deferred compensation plans maintained by governmental employers. If you have already received a lump-sum payment from any such plan or arrangement, or if you received payment from any such plan or arrangement and placed it in a separate conduit IRA, you may be eligible to redeposit that payment to this Plan. The last day you may make a Rollover Contribution to this Plan is the 60th day after you receive the distribution from the other plan or IRA. A transfer occurs when the trustee of the old plan transfers your assets to this Plan. If you believe you qualify for a transfer or rollover, see the Plan Administrator for more details. VI EMPLOYER CONTRIBUTIONS A. Contribution Type and Formula Matching Contributions: The Company may make a Matching Contribution for the Plan Year to each Participant based on the amount of his or her Elective Deferrals in a percentage determined at the discretion of the Company. The time period which will be used for calculating the amount of Matching Contributions is the Plan Year. Discretionary Contribution: The Company may also contribute an additional amount after the end of the Plan Year determined in its sole discretion. Such Discretionary Contribution, if any, will be allocated to each Employee in proportion to his or her Compensation for the Plan Year. Compensation earned by an employee prior to meeting the Plan's eligibility requirements is excluded in determining the amount of the Discretionary Contribution, if any, to be made to an Employee. 6

8 B. Eligibility For Allocation Employer Matching Contributions will be made for a Plan Year only to Employees who have completed a Year of Service (see definition of "Year of Service" in Section III H) during the Plan Year and who are employed on the last day of the Plan Year. Employer Discretionary Contributions will be made for a Plan Year only to Employees who are employed on the last day of the Plan Year. The last day and Year of Service requirements described above will not apply to any Employee who terminates employment during the Plan Year on or after his or her Normal Retirement Age or because of his or her death or Disability. Any Employee who is classified by the Company as an occasional, registry, PRN or SNAP employee is not eligible to receive an allocation of Employer Matching or Discretionary Contributions. VII GOVERNMENT REGULATIONS The federal government sets certain limitations on the level of total contributions which may be made to the Plan on your behalf. There are also "percentage" limitations which may be applied to the amount of Elective Deferral and Matching Contributions which may be made to the Plan on your behalf. You will be notified if any of these limits affect you. VIII PARTICIPANT ACCOUNTS The Company will set up an account in your name to which contributions to the Plan and earnings thereon will be credited based on your investment elections. Each type of contribution, if any, to the Plan will be separately accounted for as follows: 1. Elective Deferrals 2. Rollover Contributions 3. Matching Contributions 4. Discretionary Contributions Your account balance will be valued daily. IX VESTING A. Determining Vested Benefit Vesting refers to your earning or acquiring a nonforfeitable right to the full amount of your account. Any Elective Deferrals and Rollover Contributions are always 100% vested and cannot be forfeited for any reason. Matching and Discretionary Contributions made for Employees employed before March 1, 2001 are also always 100% vested and cannot be forfeited for any reason. Matching or Discretionary Contributions made to Employees employed on or after March 1, 2001 and prior to May 1, 2007 (employees of Methodist Medical Center, who are not covered under a collective bargaining agreement, employed on or after July, 1, 2001 and prior to May 1, 2007) will vest in accordance with the following schedule: 7

9 Years of Service Vesting Less than 2 0% 2 25% 3 50% 4 75% 5 or more 100% Matching or Discretionary Contributions made to Employees employed on or after May 1, 2007 will vest in accordance with the schedule below: Years of Service Vesting Less than 2 0% 2 20% 3 40% 4 60% 5 80% 6 or more 100% You are considered to have completed 1 Year of Service for purposes of vesting upon the completion of 1000 Hours of Service at any time during a Plan (calendar)year. Regardless of the above vesting schedule, you automatically become fully vested if you are employed or retire on or after your Normal Retirement Age, or if you terminate employment due to Disability or death. B. Payment Of Vested Benefit If you terminate employment before your retirement, death or Disability, you may request a distribution of your vested benefit by calling the Fidelity Retirement Benefits Line toll-free at If your vested account balance at the time of termination exceeds $5,000, you may defer the payment of your benefit until April 1 of the calendar year following the calendar year in which you attain age 70-½. However, the Company will immediately distribute any vested benefit not in excess of $5,000. If your vested benefit is between $1,000 and $5,000 and you do not elect to receive it directly or roll it over to another retirement plan or IRA in accordance with Section XI.G., your distribution will be placed in an IRA established for you. C. Loss Of Benefits There are only two events which can cause the loss of all or a portion of your account. One is termination of employment before you are 100% vested according to the vesting provisions described at IX(A) and the other is a decrease in the value of your account from investment losses or administrative expenses and other costs of maintaining the Plan. D. Timing of Forfeiture If you are partially vested and you receive the vested portion of your account upon separation from service, the Company will immediately forfeit the nonvested portion of your account. If you have not received a distribution of your vested balance, your nonvested portion will be forfeited at the end of the Plan Year during which you incur your fifth consecutive 1-year Break in Service. The portion of your account balance which is forfeited will be used to reduce the Employer Contributions for the year. 8

10 E. Reemployment If you terminate service with the Company, then later become reemployed, you will become a Participant as of the next Entry Date [see Section III] upon returning to employment. If you are not a member of an eligible class and later become a member of the eligible class, you shall participate immediately if you have satisfied the minimum age and service requirements. Should you become ineligible to participate because you are no longer a member of an eligible class, you shall participate upon your return to an eligible class. All prior Years of Service will be counted when calculating your vested percentage in your new account balance. The following rules apply in connection with reemployed Participants. (a) Terminated Partially Vested Participants. If you terminate employment and do not receive payment of your partially vested interest and are reemployed after incurring five consecutive Breaks in Service, your Years of Service after you return to employment will not be taken into account for purposes of determining your vested percentage in your prebreak account balance and, therefore, you will lose the non-vested portion of your prebreak account balance. However, all of your Years of Service will be taken into account for purposes of determining your vested interest in your post-break account balance. If you terminate employment and receive payment of your partially vested interest and are reemployed prior to incurring five consecutive one-year Breaks in Service, you have the right to buy back the non vested portion of your account that was forfeited. If your nonvested balance was not forfeited it will still be part of your account and the buy back is not necessary. If a buy back is necessary to regain the forfeiture, you must redeposit the amount paid to you without interest within five years of your date of reemployment. If you do not repay the amount you received, the nonvested portion of your Employer Contributions account will be permanently forfeited. Whether you repay or not, all of your Years of Service will count toward vesting service for future Employer Contributions. For example, assume that you leave your job with your current employer. At the time of termination you had completed three Years of Service and had accrued a total benefit of $10,000 under the retirement plan. Although this amount had been allocated to your account, you were only 50% vested in that amount when you left. You decided to take a distribution of your vested account balance (50% of $10,000, or $5,000) when you leave. The non-vested balance of your account ($5,000) was forfeited. Three years later, you became reemployed by the same employer. Since you were reemployed within 5 years, you have the right to repay the $5,000 distribution you received when you left. You would have to repay the $5,000 within 5 years of being rehired. If you do so, the nonvested portion of your account ($5,000) which was forfeited when you left will be restored to your account. After restoration, you will be vested in 50% of this account, but your vested percentage will increase based on your Years of Service after your reemployment. Your Years of Service will count towards vesting of Employer Contributions which you will receive after reemployment, whether or not you decide to repay and restore your prior account. X TOP-HEAVY RULES A "top-heavy" plan is one in which more than 60% of the contributions or benefits are attributable to certain "key employees", such as owners, officers and stockholders. The Plan Administrator is responsible for determining each year if the Plan is "top-heavy". If the Plan becomes top-heavy, special rules apply to the allocation of the employer contribution. These special rules require that certain Employees will receive an allocation of the employer's contribution in an amount equal to 3% of Compensation, or if less, the greatest percentage allocated to the account of any key employee. Such Employees are entitled to receive a minimum allocation upon completing at least one Hour of Service in the top-heavy Plan Year provided 9

11 they are employed on the last day of the Plan Year. The following vesting schedule shall apply for the Plan Year in which the Plan becomes top-heavy: Years of Service % 20% 40% 60% 80% 100% XI RETIREMENT BENEFITS AND DISTRIBUTIONS You can request a distribution after termination or attainment of age 59-1/2 by calling the Fidelity Retirement Benefits Line toll-free at A. Retirement or Termination Benefits If you leave the Company for any reason and you request a distribution, you will receive the full value of the vested portion of your account in the form discussed in Section F below. B. Distributions During Employment Upon the attainment of age 59-½, all amounts contributed to the Plan become available for inservice withdrawal. Amounts withdrawn during employment, other than hardship withdrawals, are subject to mandatory 20% income tax withholding. C. Hardship Withdrawals You may file a written request for a hardship withdrawal of the portion of your account balance attributable to Elective Deferrals. Prior to receiving a hardship distribution, you must take any other distribution and borrow the maximum non-taxable loan amount allowed under this and other plans of the Company. The minimum amount for hardship withdrawals is $1,000. You may obtain a hardship withdrawal request form by calling the Fidelity Retirement Benefits Line at Hardship withdrawals may be authorized by the Company for the following reasons: (a) (b) (c) (d) to assist you in purchasing a personal residence which is your primary place of residence (not including mortgage payments), to assist you in paying tuition expenses for you, your Spouse, or your dependents, for the next twelve months of post-secondary education, to assist you in paying certain expenses incurred or necessary on behalf of you, your Spouse, or your dependents for hospitalization, doctor or surgery expenses which are not covered by insurance, or to prevent your eviction from or foreclosure on your principal residence. Any hardship distribution is limited to the amount needed to meet the financial need. Hardship withdrawals must be approved by the Company and will be administered in a non-discriminatory manner. Such withdrawals will not affect your eligibility to continue to participate in Employer Contributions to the Plan. Your right to make Elective Deferrals will be suspended for six months. Any withdrawals you receive under these rules may not be recontributed to the Plan and may be subject to taxation, as well as an additional 10% penalty tax if the withdrawal is received before 10

12 you reach age 59-½. Payments hereunder are not subject to mandatory 20% withholding, but are taxable income on your annual income tax return. D. Beneficiary Every participant or former participant with benefits may designate a person or persons who are to receive benefits under the Plan in the event of his or her death. The designation must be made on a form provided by and returned to the Plan Administrator. You may change your designation at any time. If you are married, your beneficiary will automatically be your spouse. If you and your spouse wish to waive this automatic designation, you must complete a beneficiary designation form. The form must be signed by you and, if applicable, your spouse in front of a Plan representative or a notary public. You may obtain a beneficiary designation/spousal consent form by calling the Fidelity Retirement Benefits Line at E. Death Benefits Subject to the requirements set forth below, if you are unmarried or you die without having elected an optional form of payment but before distribution of your accounts begin, distribution will be made to your beneficiary in any of the forms of payment available below, including a single lump sum distribution. Your beneficiary may not, however, select an annuity payable over the joint lives of your beneficiary and another person. If you die after you have begun receiving installment payments, but before distribution of the full vested interest of your account is made, installment payments will continue to your beneficiary after your death. If you are married and did not elect an optional form of payment and die before distribution of your accounts begin, unless your spouse elects an optional form of payment, distribution of your accounts will be made to your spouse through the purchase of a qualified preretirement survivor annuity from an insurance company. A qualified preretirement survivor annuity is an annuity payable for the life of your spouse. To provide the pre-retirement survivor annuity, the Plan would use 50% of your vested account balance to purchase that type of annuity contract from an insurance company. Your spouse may elect instead to have distribution of your transferred accounts made in one of the other forms of payment available under the Plan. Timing of Distribution to Beneficiary upon Death If you die before distribution of the full value of your Plan account has been made to you, distribution of your Plan account will be made to your beneficiary as soon as reasonably practicable following the date your beneficiary files an application for distribution with the Plan Administrator. Unless distribution of your Plan account is to be made to your beneficiary by purchase of an annuity contract from an insurance company or in a series of installment payments, distribution to your beneficiary must be made no later than the end of the fifth calendar year beginning after your death. If distribution of your Plan account is to be made to your beneficiary by purchase of an annuity contract from an insurance company or in a series of installment payments, then distribution to your beneficiary for federal income tax purposes must begin: (1) if your beneficiary is your spouse, no later than the end of the first calendar year beginning after your death or the end of the calendar year in which you would have reached age 70 1/2, whichever is later; or (2) if your beneficiary is someone other than your spouse, no later than the end of the first calendar year beginning after your death. 11

13 F. Form of Payment When you terminate employment, you or your representative should apply to the Company requesting payment of your account. Unless you or your beneficiary elects an optional form of payment, payment will be received in the automatic form of an annuity. You or your beneficiary may also elect the following optional forms of payment: (a) (b) (c) lump sum; installments payments (annually, quarterly or monthly) over a specified period of time, not exceeding your life expectancy or the joint life expectancy of you and your beneficiary; or part lump sum and part installments. When you retire, unless you elect an optional form of payment, if your vested account balance is greater than $5,000, you will receive payment in the following forms. (a) (b) If you are not married when Plan payments begin, your account balance will be paid to you in the form of a single life annuity in monthly installments. If you are married when Plan payments begin, your account balance will be paid to you in the form of a qualified joint and survivor annuity. Under the qualified joint and survivor annuity, you will receive a lifetime pension and, after your death, a lifetime pension will be payable to your spouse in an amount that is equal to 50% of your benefit. Your pension is reduced to provide these continuing benefits because payment are spread out over a longer period of time--the combined ages of you and your spouse. If your spouse dies before you but after your pension begins, your pension will continue to be paid in the same amount, even though no payments will be made to anyone after your death. You can waive the automatic payment forms by filing a written election with the Plan Administrator. If you are married, you must secure the written and notarized consent of your spouse. The spouse's consent must be witnessed by a notary public or Plan representative, acknowledge the effect of the election, and state the non-spouse beneficiary and optional form of benefit. If your vested account balance is $1,000 or less, you or your beneficiary will receive a cash payment in the form of a single lump sum. If your vested account balance is $5,000 or less but greater than $1,000, unless you elect to receive payment directly or roll it over to another retirement plan, your vested account balance will be rolled over into an IRA on your behalf. G. Rollover of Payment If your benefits qualify as eligible rollovers, you have the option of having them paid directly to you, when they become due, or having them directly rolled over to another qualified plan or an IRA. If you do not choose to have the benefits directly rolled over, the Plan is required to automatically withhold 20% of your payment for tax purposes. If you do choose to have the payment made to you, you still have the option of rolling over the payment yourself to a qualified plan or an IRA within sixty days (first check with a tax advisor to make sure it is an eligible rollover). However, 20% of your payment will still be withheld. The following example illustrates how this works: 12

14 For example, if you have $10,000 in your vested account balance and choose to have the payment of your benefits made directly to an IRA or another qualified plan, the entire $10,000 will be transferred to the trustee of the other plan or the IRA, and you will treat the entire amount as a rollover on your tax return so that you will not pay taxes on the entire amount. If you choose not to have the account transferred directly to an IRA or qualified plan, 20% or $2,000 will automatically be withheld from your payment. Thus, you will receive only $8,000 as a distribution of your benefits. In order to roll the entire amount over into your IRA, you would have to come up with $2,000 out of your own pocket to make up the difference. If this is done, the $2,000 which was withheld may be returned when you file your taxes at the end of the year. However, if you are unable to produce the extra cash, the rollover amount will only be $8,000, and the other $2,000 which was withheld will be treated as taxable income to you. If you are under age 59½ when you receive your benefit payment, the withheld amount will generally be subject to the 10% early distribution penalty. Hardship withdrawals are not eligible for rollover. H. Time Of Payment If you retire, become disabled, or die, payments will start as soon as administratively feasible following the date on which a distribution is requested by you or is otherwise payable. If you terminate for a reason other than death, Disability, or retirement, payments will start as soon as administratively feasible following the date on which a distribution is requested by you or is otherwise payable. XII INVESTMENTS A. Investing Your Accounts You can make investment elections by calling the Fidelity Retirement Benefits Line at or by accessing Fidelity's NetBenefits at You can put your money into any combination of the available Company-selected investment options or the investment options of your choice as long as you invest in multiples of 1% and they total 100%. When you want to change your investments, you can use the Fidelity Retirement Benefits Line or access Fidelity NetBenefits at to: transfer part or all of your existing account balances to other options; and/or change the way that you invest future contributions You can transfer your existing account balances or change the way your future Plan dollars are invested at any time. You can change the investment of your existing account balance on a daily basis. The deadline for entering daily changes is 4:00 p.m. (ET). For instance, if you wish to transfer your existing funds effective September 1, you must enter your transaction no later than 4:00 p.m. (ET) on September 1. The transaction will actually take place on September 2, but it will be based on the fund values on September 1. B. Investment Responsibility The Plan's assets are held by the Trustee who is identified in Section II of this Summary. The Trustee is responsible for the safekeeping of plan assets and the investment of such assets at the direction of the Plan Administrator. 13

15 C. ERISA 404(c) Plan The Plan is intended to qualify as a participant investment direction plan under Section 404(c) of ERISA. The Plan permits a participant to exercise control over the assets in his or her Account and choose from a broad range of investment alternatives. As an ERISA Section 404(c) plan, you are responsible for your investment decisions under the Plan and any resulting investment activity. Under ERISA, the fiduciaries of the Plan responsible for investment direction, including, but not limited to, the Trustee and the Company, are not responsible for any losses which are the direct and necessary result of investment instructions given by a participant or beneficiary. D. Participant Loans Participant loans are permitted under the Plan. You may apply for a loan by calling the Fidelity Retirement Benefits Line toll-free at Participant Loans may be authorized by the Company for the following reasons: (a) (b) (c) (d) to assist you in purchasing a personal residence which is your primary place of residence (not including mortgage payments), to assist you in paying tuition expenses for you, your Spouse, or your dependents, for the next twelve months of post-secondary education, to assist you in paying certain expenses incurred or necessary on behalf of you, your Spouse, or your dependents for hospitalization, doctor or surgery expenses which are not covered by insurance, or to prevent your eviction from or foreclosure on your principal residence. Any participant loan is limited to the amount needed to meet the financial need. The minimum amount that may be loaned is $1,000. The maximum loan amount available is subject to IRS regulations. Participant loans must be approved by the Company and will be administered in a non-discriminatory manner. Such loans will not affect your eligibility to continue to participate in Elective Deferrals or Employer Contributions to the Plan. XIII ADMINISTRATION The Plan will be administered by the following parties: A. Plan Administrator The Plan Sponsor is the Plan Administrator and has discretionary control and authority over the administration of the Plan. B. Trustee The Trustee is Fidelity Investments, who shall be responsible for the day to day administration of the Plan and the investments held in the Trust Fund. 14

16 XIV AMENDMENT AND TERMINATION The Plan Sponsor may amend the Plan at any time, provided that no amendment will divert any part of the Plan's assets to any purpose other than for the exclusive benefit of you and the other participants in the Plan or eliminate a protected benefit. The Plan Sponsor may also terminate the Plan. In the event of an actual Plan termination, all amounts credited to your account will be fully vested and will be paid to you. Depending on the facts and circumstances, a partial termination may be found to occur where a significant number of employees are terminated by the Company or excluded from Plan participation. In case of a partial termination, only those affected will become 100% vested. XV LEGAL PROVISIONS A. ERISA Rights The Plan is covered by ERISA, which was designed to protect employees' rights under benefit plans. As a participant of the Plan, you should know as much as possible about your Plan benefits. You are entitled to: Examine, without charge, at the Plan Administrator office and at other specified locations, copies of all Plan documents and other Plan information filed by the Plan Administrator with the U.S. Department of Labor, such as annual reports and Plan descriptions. Obtain copies of all Plan documents and other Plan information, upon written request addressed to the Plan Administrator and for which the Plan administrator may make a reasonable charge. Receive from the Plan Administrator at no charge a summary of the Plan's annual financial report. Obtain a statement once a year, upon written request addressed to the Plan Administrator, of your accrued benefits under the Plan and, if you are not fully vested, the earliest date on which you will have a nonforfeitable right to such benefits. Obtain information as to whether a particular employer has adopted the Plan and, if so, the employer's address, upon written request addressed to the Plan Administrator. Receive a written explanation with respect to any denied benefit claim regarding the reasons for the denial and the steps you must take in order to have the denial reviewed and reconsidered. ERISA imposes duties upon the people who are responsible for the operation of the Plan. Such people are called "fiduciaries" and have a duty to act prudently and in the best interest of participants and their beneficiaries. No one, including your Employer, may terminate you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA. There are steps you can take to enforce your rights under ERISA. Although the Plan Administrator carefully administers the Plan, if for some reason you believe that you have been improperly denied a benefit or that your rights under ERISA have been violated, you have a right to file suit in state or Federal court. If you believe a Plan fiduciary has misused Plan funds, or if documents you have requested are not furnished within 30 days (barring circumstances beyond the Administrator's control), you have the right to file suit in Federal court or request assistance from the U.S. Department of Labor. A court may award you certain penalties (up to $ per day) if the Plan Administrator refused to provide documents you requested, until you receive the documents. If you disagree with the Plan Administrator's decision (or lack thereof) concerning the qualified status of a domestic relations order, you may file suit in Federal court. Service of legal process may be made upon the agent designated at the beginning of this booklet. 15

17 The Company does not believe that filing suit will ever be necessary, but should you feel that it is, the law protects you from being fired or otherwise discriminated against to prevent you from enforcing your rights under ERISA. After deciding your case, the court may also decide whether the losing party should pay court costs and the legal fees and expenses of the winning party. If you are successful, the court may order the party you have sued to pay these costs and fees for you. However, if you lose, the court may order you to pay these costs and fees for the party you sued, for example, if the court finds your claim to be frivolous. If you have any questions, you should contact the Plan Administrator at the address indicated at the beginning of this booklet. If you have any questions about this statement of your rights under ERISA, you may contact the nearest Office of the Pension and Welfare Benefits Administration, U.S. Department of Labor, listed in your telephone directory or contact the Division of Technical Assistance and Inquiries, Pension and Welfare Benefits Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, DC B. Employment Rights Participation in the Plan is not a guarantee of employment. However, the Company may not fire you or discriminate against you to prevent you from becoming eligible for the Plan or from obtaining a benefit or exercising your rights under ERISA. C. Benefit Insurance Your benefits under this Plan are not insured by the Pension Benefit Guaranty Corporation since the law does not require plan termination insurance for defined contribution plans such as the Plan. D. Claims Procedure If your application for a distribution or in-service withdrawal of benefits under the Plan is denied in whole or in part, you or your beneficiary will receive a written notice of the denial including: the specific reason(s) for the denial, specific Plan provisions on which the denial is based, any additional information needed to substantiate your claim and an explanation of why this information is required, and an explanation of the Plan's appeal procedures. In most cases, you will receive the notice of denial within 90 days after you apply for benefits. If special circumstances require more time, you will be informed promptly in writing of the reason for the delay and the date you can expect the notice. However, in no case will you receive the denial notice later than 180 days after your claim is filed. Upon receipt of a denial notice, you may file a written appeal with the Plan Administrator within 60 days. Your application will be reconsidered, and you will receive written notice of the final decision. This second notice will be furnished within 60 days, or within 120 days if special circumstances require more time and you are furnished with written notice of the extension of time prior to commencement of the extension. The notice will include the reason for the decision, with specific reference to pertinent Plan provisions. 16

18 E. Assignment Your rights and benefits under this Plan cannot be assigned, sold, transferred or pledged by you or reached by your creditors or anyone else except under a qualified domestic relations order. A qualified domestic relations order (QDRO) is a court order issued under state domestic relations law relating to divorce, legal separation, custody, or support proceedings. The QDRO recognizes the right of someone other than you to receive your Plan benefits. You will be notified if a QDRO relating to your Plan benefits is received. Receipt of a qualified domestic relations order shall allow for an earlier than normal distribution to the person(s) other than the Participant listed in the order. The Plan Administrator has procedures for determining if a domestic relations order is qualified. You may request such procedures free of charge. 17

19 S:\WPFILES\2744\237\401k SPD doc i

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