THE CHILDREN'S HOSPITAL OF PHILADELPHIA RETIREMENT SAVINGS PLAN FOR UNION-REPRESENTED EMPLOYEES. Summary Plan Description.

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1 THE CHILDREN'S HOSPITAL OF PHILADELPHIA RETIREMENT SAVINGS PLAN FOR UNION-REPRESENTED EMPLOYEES Summary Plan Description July 1, 2013

2 TABLE OF CONTENTS INTRODUCTION... 1 DEFINITIONS... 3 ELIGIBILITY... 4 Who is Eligible?... 4 Employer Matching Contributions... 4 How Do I Participate?... 5 CONTRIBUTIONS... 5 How Much Can I Contribute?... 5 Pre-Tax Salary Reduction Contributions... 5 Changes to Your Contributions... 6 Changes to Your Investment Allocation... 6 Rollover and Transfer... 6 Vesting... 6 DISTRIBUTIONS... 7 Age 59½... 7 Hardship Withdrawals... 7 Loans 8 Timing of Distributions... 9 Beneficiary Designation... 9 Forms of Distribution... 9 Normal Form of Benefit...10 Optional Payment Methods...10 Death Benefit...11 Taxation of Distributions...12 ROLLOVERS...13 SAVER'S TAX CREDIT...13 HOW TO APPLY FOR BENEFITS, AND CLAIMS PROCEDURES...14 INVESTMENTS...15 BENEFITS OF PARTICIPATION IN THE PLAN...16 ACCOUNT STATEMENT...16 MISCELLANEOUS INFORMATION...17 Plan Termination or Amendment...17 Protection from Creditors...17 Domestic Relations Orders...17 No PBGC Insurance...17 STATEMENT OF ERISA RIGHTS...18 IMPORTANT INFORMATION...20 Plan Sponsor...20 Plan Administrator...20 Plan Identification...20 Investment Providers...20 Agent for Service of Legal Process i-

3 INTRODUCTION The Children's Hospital of Philadelphia (the "Hospital") wants to help provide its collectively bargained employees with an opportunity to retire comfortably. For this reason, the Hospital has established The Children's Hospital of Philadelphia Retirement Savings Plan for Union- Represented Employees (the "Plan") to provide bargaining unit employees of the Hospital with a means to prepare for a successful retirement. If you participate in the Plan, you will have the advantage of saving on a pre-federal income tax basis through payroll deduction. Some Plan highlights include: To participate, you must be employed by The Children's Hospital of Philadelphia. In addition, you must be covered under the collective bargaining agreement between The Children's Hospital of Philadelphia and the National Union of Hospital and Health Care Employees, AFSCME AFL-CIO and its Affiliate District 1199C. If you are classified by the Hospital as an independent contractor, consultant, leased employee, or similar type of nonemployee position, you are specifically excluded from Plan participation, even if a court, the Internal Revenue Service (IRS), or another agency retroactively reclassifies you as an employee. You may contribute a percentage of your annual compensation (pay) on a pre-federal income tax basis. These contributions are called "Pre-Tax Salary Reduction Contributions." To participate, you may contribute a percentage of your bi-weekly pay, in whole percentage amounts, up to a $17,500 annual limit in 2013 or 75% of your pay, whichever is less, as soon as you complete an Hour of Service. If you are age 50 or over, or you turn age 50 during the year, you may contribute an additional $5,500 in These amounts are periodically adjusted by the IRS to account for increases in the cost of living. Your employer will provide Employer Matching Contributions 50% of the first 4% of your pay that you contribute (maximum 2% match) if you meet the following requirements: 1. You must have completed one Year of Service with the employer. If you have been rehired by a participating employer within 12 months and you previously had at least one Year of Service, you will be eligible to receive Employer Matching Contributions immediately upon rehire. If you previously worked less than one year before rehire, your prior service will be counted toward the one-year requirement; 2. You must be scheduled to work at least 20 hours per week; and 3. Bargaining unit employees who had at least 15 years of seniority with The Children's Hospital of Philadelphia under the Pension Plan for Hospital and Health Care Employees, Philadelphia and Vicinity, on June 30, 2000, or would have been eligible to retire under that Plan on or before June 30, 2001, based on their anticipated service as of June 30, 2001, are not eligible to receive matching contributions from the Hospital. Employer Matching Contributions are made after each pay period if you meet the criteria above. If, however, you are scheduled to work less than 20 hours per week, and you work at least 1,000 Hours of Service during a calendar year, you will receive a retroactive Employer 1

4 Matching Contribution for that year. This will happen in the following calendar year, once the Plan Administrator has determined your Hours of Service for the prior calendar year. TIAA-CREF is the investment provider. TIAA-CREF offers a range of investment options to choose from. One of the investment options, known as the Life Cycle Fund, is the Plan's Qualified Default Investment Alternative. It is important to realize there is risk in all investments. In selecting your investment funds, therefore, you should be aware that the value of these investments can increase or decrease and that one fund may present more risk than another. Neither the Hospital nor the Plan guarantees your accounts against loss. You may choose to invest your contributions and Employer Matching Contributions, if applicable, in any of the available investment fund options of the Plan. Employer Matching Contributions will automatically be invested in the same manner as your Pre-Tax Salary Reduction Contributions. In the absence of an affirmative election, your contributions and Employer Matching Contributions will be invested in the Qualified Default Investment Account. All contributions are immediately vested. Contributions and earnings are tax-deferred until paid out to you. This summary plan description has been prepared in order to familiarize you with the provisions of the Plan. The legal rights of any person under the Plan are determined solely by the provisions of the Plan document. In the event of any conflict between this summary and the official document, the Plan document will always govern. If you wish to see a copy of the official Plan document, contact the Plan Administrator. Participating in the Plan does not guarantee employment. 2

5 DEFINITIONS Some important terms that you should know as you read this summary are listed below. Review these terms and refer to them, as needed, when reading this summary. "Compensation" or "Pay" means the total amount paid to you by your Employer for the performance of services as an employee during the Plan Year up to a maximum of $255,000 (as adjusted for cost-of-living increases after 2013). As used in this summary, "Compensation" includes overtime, shift differential, bonus payments that are performance-based, and any amounts contributed by you through salary reduction contributions to benefit plans (such as health insurance) sponsored by the Employer. Compensation does not include differential wage payments, severance pay, paid personal leave cashout payments, pay that you receive from an entity other than the Employer, moving expenses or fringe benefits (both cash and noncash, including tuition reimbursement, scholarship and clinical skills incentives), short term disability payments (including salary continuation payments), reimbursements or other expense allowances, contributions by the Employer to this or any other plan or plans for the benefit of its employees (other than the elective deferrals described above), nonperformance-based incentive pay (such as referral bonuses, signing bonuses, other recruitment payments, and retention bonuses that are subject to repayment if services are not performed for the required period), deferred compensation (e.g., distributions from a Code Section 457 plan), or welfare benefits. "Employer" means The Children's Hospital of Philadelphia. "Employer Matching Contributions" are amounts contributed by your Employer for eligible employees 50 cents for each dollar an employee contributes to the Plan up to 4% of Compensation (maximum 2% match). "Hours of Service" are hours for which you are directly or indirectly paid or entitled to payment by the Employer, including certain periods during which no duties are performed. Hours for which you are paid at more than a regular rate overtime, for example count only as one hour of service. Hours of Service include any back pay that you have been awarded and certain kinds of paid time off, such as vacations, holidays, and paid leaves of absence. Hours of service are also credited for absence due to military service, as long as you return to work within the time allowed by laws governing veterans' reemployment rights. The maximum number of hours you can receive during paid time off, or any other time while you are not performing duties for the Employer is 501 hours (except military service). "Pre-Tax Salary Reduction Contributions" are amounts authorized by you to be deducted from your Compensation and contributed to your custodial account(s) or annuity contract(s). "Spouse" means an opposite or same-sex spouse as determined under the marriage laws of the applicable state in which the marriage occurred. Evidence of confirmation of spousal status may be required by the Plan Administrator. "Year of Service" means a 12-month period of service with the Employer. Service is counted beginning on your employment commencement date. Your prior service will be taken into account if you leave and are then rehired within 12 months. 3

6 ELIGIBILITY Who is Eligible? If you are a member of the collective bargaining unit, and not excluded as described below, then you are eligible to make Pre-Tax Salary Reduction Contributions under this Plan after you complete one Hour of Service; and complete the enrollment process. As long as you remain in the bargaining unit, once you are eligible to participate in the Plan, you will always be eligible to participate. The collective bargaining unit is the group of employees represented by the National Union of Hospital and Health Care Employees, District 1199C. However, bargaining unit employees who had at least 15 years of seniority with The Children's Hospital of Philadelphia under the Pension Plan for Hospital and Health Care Employees, Philadelphia and Vicinity, on June 30, 2000, or would have been eligible to retire under that Plan on or before June 30, 2001, based on their anticipated service as of June 30, 2001, are eligible to participate in this Plan, but are not eligible to receive matching contributions from the Hospital. This is the group of employees who continued under the Pension Plan for Hospital and Health Care Employees, Philadelphia and Vicinity, after June 30, You may not participate in the Plan if you are a member of a collective bargaining agreement that has not negotiated to participate in the Plan or if you are providing services to the Employer under a contract, arrangement, or understanding with an individual, agency, or leasing organization that treats you as an independent contractor or an employee of the agency or leasing organization. If you were eligible to participate in the Plan when your employment with the Employer terminated and you are subsequently rehired into an eligible position, you will automatically be eligible to participate in the Plan upon your date of rehire. Employer Matching Contributions If you participate in the Plan and satisfy the eligibility requirements described below, you will automatically receive an Employer Matching Contribution each payroll period in an amount equal to 50% of your contribution to the Plan, up to 4% of your contributions. (In other words, if you contribute 4% of your Compensation, the Employer will match 2% of your Compensation.) You must make a Pre-Tax Salary Reduction Contribution to the Plan in order to get these Employer Matching Contributions. You are eligible to receive Employer Matching Contributions made under the Plan if: 1. You have completed one Year of Service with the Employer; 2. You are scheduled to work at least 20 hours per week; and 3. You are currently contributing. 4

7 After the close of the year, if your Employer determines that you have worked at least 1,000 Hours of Service during the year, you will receive a retroactive matching contribution. In addition, the Plan will pay a true-up Employer Matching Contribution once a year equal to the difference, if any, between the Employer Matching Contributions you would have received if Employer Matching Contributions were made at the end of the Plan Year (instead of after each payroll period) and the Employer Matching Contributions you actually received. This true-up contribution will be made as soon as administratively possible after the end of the Plan Year. How Do I Participate? To participate, you need to complete the enrollment process. You may enroll online at In order to use the website, you must create a user ID and password. To do so, you must provide your social security number, date of birth, and TIAA-CREF contract number. You may complete a salary reduction agreement, choose your plan investments, and designate your beneficiary online. You'll receive an Employer Matching Contribution on the next available payroll date after becoming eligible for the match if you are already contributing. If you are not a Plan participant when you become eligible for an Employer Matching Contribution, you will begin to receive an Employer Matching Contribution after you complete the enrollment process. Retroactive salary deferrals and employer matching contributions are not permitted. CONTRIBUTIONS How Much Can I Contribute? Generally, you can contribute up to $17,500 annually (this amount is adjusted by the IRS to account for increases in the cost of living) or the maximum percentage of your Compensation set by the Plan (currently 75%), whichever is less. You decide how much of your bi-weekly Compensation to contribute. You must designate a percentage of your pay in whole number increments. If you are age 50 or over, or you turn age 50 during the year, you can contribute an extra $5,500 in 2013 (this amount is adjusted by the IRS to account for increases in the cost of living). In addition, your total contributions to the Plan, including your contributions and any Employer Matching Contributions made on your behalf, cannot exceed 100% of your Compensation for any Plan Year. Pre-Tax Salary Reduction Contributions "Pre-tax" means your contributions go directly into the Plan and you do not pay federal income taxes on these contributions. For example, if you earn $500 a week and contribute 5% of your Compensation, or $25 a week, you are taxed on $475 for federal income tax purposes. Pennsylvania and New Jersey residents must pay state income taxes on Pre-Tax Salary Reduction Contributions, and these contributions are also subject to the Philadelphia city wage 5

8 tax. Also, Social Security and Medicare taxes will be withheld on your Pre-Tax Salary Reduction Contributions (up to the applicable dollar amount for Social Security contributions). Pre-Tax Salary Reduction Contributions in excess of the maximum amount allowable will be returned to you along with any increase in the value of your account attributable to these excess contributions by April 15 th of the year following the year the contributions were made. If you participate in any other plans to which you make Pre-Tax Salary Reduction Contributions, keep in mind that the annual contribution limits apply to each person, not per plan. It is your responsibility to periodically check your total contributions to all plans to make certain that your contributions do not exceed the maximum allowable amount. If you have any questions regarding the limits on your contributions, please ask your Plan Administrator. Changes to Your Contributions You will want to keep the following guidelines in mind when contemplating changes to your contributions: You can change your deferral percentage at any time. You can discontinue your contributions at any time. If you leave employment with the Employer to perform military service and return within the time required by law, you have the right to make up contributions you have missed. Contact the Plan Administrator for details. Changes to Your Investment Allocation You may make changes to your various investment options as often as you wish, subject to administrative and fund restrictions. Rollover and Transfer Rollover contributions and transfers from other 403(b) plans, qualified 401(k) or 457(b) plans, or IRAs are allowed if permitted by the custodial account or annuity contract that governs the investment option(s) you choose. Rollovers to the Plan are not permitted for Roth contributions or any other after-tax contribution source. You will not be eligible for an Employer Matching Contribution for these contributions. These contributions are not subject to taxation until withdrawn. Questions regarding the rollover process or obtaining the necessary paperwork may be directed to TIAA-CREF. Vesting You always have a nonforfeitable right to all amounts you contribute to the Plan (and earnings thereon). Additionally, once you are eligible to receive the Employer Matching Contributions you are immediately vested in those contributions. 6

9 DISTRIBUTIONS The primary purpose of the Plan is to provide you with a means to build retirement income. However, there are certain circumstances when you may borrow from your account or make withdrawals while you are still employed. All distributions are subject to the terms and conditions imposed by the custodial account or annuity contract, which governs the investments you select. In addition, government regulations impose certain limits on all withdrawals from retirement plans. You should consult your tax advisor to determine how these rules affect you. Age 59½ You may take a distribution, without penalty, from your contributions and Employer Matching Contributions, if any, upon attainment of age 59 ½. If you are married, your spouse will have to consent to the withdrawal. All distributions are subject to the terms and conditions imposed by the custodial account or annuity contract, which governs the investment options you select. Be aware that government regulations impose certain limits on all withdrawals from retirement plans. You should consult your tax advisor to determine how these rules affect you. Hardship Withdrawals If permitted under the investment option(s) you choose, you may be permitted to make hardship withdrawals under the Plan. All hardship withdrawals are subject to the terms and conditions imposed by the custodial account or annuity contract that governs the investment options you select. However, government regulations impose certain limits on all withdrawals from retirement plans. Hardship withdrawals are allowed from your Pre-Tax Salary Reduction Contributions (but not earnings) and Employer Matching Contributions, if any. If you are married, your spouse must consent to the withdrawal before it can be granted. Hardship withdrawals may not be rolled over. A hardship may be granted if there is an immediate and heavy financial need for one of the following reasons and other sources of funds are not available to meet the need: non-reimbursed medical expenses for you, your spouse or any dependents; costs related to the purchase of your principal residence (excluding mortgage payments); payment of tuition and related fees for the next twelve months of post-secondary education for you, your spouse or dependents; payments required to prevent eviction or foreclosure on the mortgage of your principal residence; payments for burial or funeral expenses for your spouse, parents, children or dependents, and expenses relating to the repair of damage to your principal residence that would qualify for the casualty deduction under Section 165 of the Internal Revenue Code. To qualify for a hardship withdrawal, you must demonstrate, to the satisfaction of the Plan Administrator, that: 7

10 You have a severe financial hardship that cannot be relieved from another source; You have exhausted all available distributions and non-taxable loans (NOTE: You must take all available loans from this Plan before you are eligible for a hardship withdrawal); and You can provide the Plan Administrator with one of the following documents: Copies of bills and insurance claim statements for uninsured medical expenses; Copy of purchase agreement of primary residence; Copy of bill for tuition; Copy of the eviction notice or notice of foreclosure; Copy of damage estimates for casualty loss; or Copy of bill from funeral home, and proof of relationship, for qualified funeral expenses. If you are approved for a hardship, the amount of the distribution should not exceed the minimum amount needed to cover the hardship. In addition, you are required to stop your participation in the Plan and may not make contributions again for six months. It is your responsibility to notify your employer that you wish to resume your contributions after the sixmonth period has expired; your contributions will not resume automatically. Loans If permitted under the investment option you select, you may apply for a loan under the Plan. All loans are subject to the terms and conditions imposed by the custodial account or annuity contract, which governs the investment option(s) you select. However, there are special rules that govern these loans, as follows: Your outstanding loan balance cannot exceed the lesser of: $50,000 (reduced by the highest value of any outstanding loan balance during the preceding twelve month period), or 45% of your account balance invested in the custodial account or annuity contract from which you are making the loan. If you are married, your spouse must consent to the loan before it can be approved. Repayment and Collateral: Generally, the loan must be repaid in regular installments over a period of no greater than five years. A longer repayment period may be permitted under certain circumstances, subject to the rules of the investment provider. Repayment must be made on a monthly (via ACH debit) or quarterly (via paper check) basis. You must pledge the vested portion of your account balance as collateral. Interest on a loan will be charged at a rate equal to that which could be obtained from a lending institution for a similar loan. 8

11 Default Amount: Any repayment not received by TIAA-CREF at its home office (730 Third Avenue, New York, NY ) within the calendar month in which it is due will be in default. Amounts in Default: To the extent permitted under federal law, TIAA-CREF will deduct the amount in default or any portion of that amount from the accumulation under the certificate. The outstanding loan balance will be reduced by the deduction, less any default charge. Any amount in default or any portion of that amount on which TIAA-CREF cannot deduct the amount in default will continue to accrue interest at the loan interest rate, until TIAA-CREF can deduct it. Notwithstanding the above, the investment options in which you elect to deposit plan contributions made on your behalf may have additional rules relating to loans. Consult TIAA- CREF for more details. Timing of Distributions Generally, except as provided above, a distribution from the Plan may be made only upon your retirement or other termination of employment, disability or death. The funds in which you have elected to invest may have certain requirements that must be satisfied before a distribution to you may be made. You should refer to TIAA-CREF for further information on distributions. You must begin to take distributions from the Plan no later than the April 1 following the calendar year in which you attain age 70½ or retire, if later. If you fail to begin distributions in a timely manner, you may be assessed a 50% penalty tax on the amount required to be distributed. If you die, your benefits under the Plan will be paid to your beneficiary. As required by law, married employees' spouses shall be deemed to be their beneficiaries unless a spousal consent to the designation of another beneficiary has been filed (see below). Beneficiary Designation When you enroll, you will be asked to name your beneficiary the person who will receive the benefit from the Plan in the event of your death. Married employees' spouses shall be deemed to be their beneficiaries unless a spousal consent designating another person has been filed. With spousal consent, you can name anyone, including an organization, as your beneficiary, and you can change your beneficiary at any time. You may complete a beneficiary designation form online at or request a form directly from TIAA-CREF. Forms of Distribution You may select from a variety of distribution options under the Plan, subject to the requirements of the investment vehicle(s) you are participating in. Most annuity contracts will distribute your benefit to you in the form of a life annuity, unless you elect another form. Custodial accounts generally make distributions in the form of a lump sum or as a series of installments, as you elect. However, you must look to the specific investment vehicles for more detailed guidance on your particular options. 9

12 Normal Form of Benefit Unless you choose an optional form of payment (with your spouse's consent, if you are married), your Plan benefit will be paid as follows: If you are unmarried, your benefit will be paid as a Life Annuity, which provides monthly payments over your lifetime only. No payments are made to anyone else after your death. If you are married, your benefit will be paid as a Qualified Joint and Survivor Annuity with your surviving spouse as beneficiary. The Qualified Joint and Survivor Annuity provides a reduced monthly benefit over your lifetime, with a benefit to your surviving spouse after your death equal to 50% of the benefit you had been receiving. Since benefits are payable during two lives (your life and your spouse's life), the amount of your retirement benefit will be reduced so that the Qualified Joint and Survivor Annuity benefit is actuarially equivalent to your retirement benefit payable in the Life Annuity form in terms of the total amount which will be paid out. The reduction is based on your age and your spouse's age on the date you retire.; Optional Payment Methods Subject to the spousal consent requirements, all Participants, married or unmarried, may choose to have their benefits paid under an optional form instead of the normal forms described above. Your form of benefit will be irrevocable once your benefit begins. The Plan's optional forms of payment include: Life Annuity. You may elect to receive monthly payments for your life. Your monthly payments under this option are larger than those under the Qualified Joint and Survivor Annuity. However, all payments stop when you die regardless of your marital status. If you are married and elect this option, your Spouse must consent to your election. This is the automatic payment form if you are unmarried, unless you elect a different payment option. Joint and Survivor Annuity. Pays reduced fixed monthly payments to you during your lifetime. Upon your death, your designated beneficiary, if he or she survives you, will receive monthly payments for the rest of his or her lifetime, in an amount equal to 50%, 66 2 / 3 %, 75% or 100% of the monthly benefit payments that you received during your lifetime. The amount of benefit the survivor receives depends on the joint and survivor annuity you elect. For example, you may elect a Joint and 50% Survivor Annuity under which your designated beneficiary, if he or she survives you, will receive payments for the rest of his or her lifetime in an amount equal to 50% of the amount of the monthly payments that you received during your lifetime. This form of payment can be elected with or without guaranteed periods of 10, 15, or 20 years. 10

13 Term Certain & Life Annuity. Pays reduced fixed monthly payments to you for your lifetime. You may elect a guaranteed payment period of 10, 15, or 20 years. If you die within the guaranteed payment period, monthly payments continue to your designated beneficiary for the remainder of the guaranteed payment period. At the end of the guaranteed payment period, payments to your beneficiary cease. If you live beyond the guaranteed payment period, payments will continue until your death, at which time all benefits cease, and no payments will be due to be paid to your designated beneficiary. You may elect the guaranteed payment period but it cannot exceed the number of years of your remaining life expectancy, or the joint life expectancy of you and your designated beneficiary. (Life expectancies are determined from mortality tables published by the Internal Revenue Service.) Systematic Withdrawals. This service allows you to specify the amount and frequency of payments. Once payments begin, they will continue at the frequency you specify (i.e., monthly, quarterly, semi-annually, or annually). You can change the amount and frequency of payments, as well as stop and restart payments, as your needs dictate. Once you have received the entire amount of your accumulations, no future benefits from Plan will be payable to you, your spouse, or beneficiaries upon your death. Fixed Period Annuities. This option enables you to receive benefit payments over a fixed period between two and 30 years in duration. At the end of the selected period, all payments stop. If you die during the selected period, payments will continue in the same amount to your beneficiary for the remaining period. Lump sum option. This option is a single sum cash distribution. If the value of your account does not exceed $5,000, it is only available in the form of a lump sum distribution. Death Benefit If you are married and you die prior to the start of retirement benefit payments, and a valid waiver of and consent to the spousal entitlement to receive benefits has not been executed by you and your spouse, your surviving spouse will receive a benefit of 50% of the full current value of your interest in your account payable as an annuity for the life of your surviving spouse, unless your surviving spouse elects to receive such benefit in any other form available under one of the payment methods offered. The remaining 50% is payable to any beneficiary of your choosing. If you are unmarried and you die prior to the start of retirement benefit payments, your beneficiary will receive a benefit of 100% of the full current value of your interest in your account payable as an annuity for the life of your beneficiary, unless your beneficiary elects to receive such benefit in any other form available under one of the payment methods offered. 11

14 Taxation of Distributions When you (or your beneficiary) receive a distribution from the Plan, the taxable portion of your distribution will be subject to ordinary income tax. If you want to defer paying this tax until a later date, you can roll over your distribution to an IRA or to another employer's eligible retirement plan. Because the Plan is designed primarily to supplement your retirement and Social Security benefits, the IRS imposes a 10% additional tax on certain early withdrawals and distributions. However, in general this 10% tax will not apply if: The distribution is made after you reach age 59½ or if you terminate employment in the year of your 55th birthday or later. The distribution is made due to your death or disability. You roll over the distribution to an IRA or another eligible retirement plan. A distribution to your spouse, child or other dependent is required under the terms of a qualified domestic relations order. The distribution is made to you in a year when your unreimbursed medical expenses, as defined by the IRS, exceed 7.5% of your adjusted gross income. You receive your distribution as a series of substantially equal installments or as an annuity over your remaining lifetime, regardless of your age. There are other exceptions to the early distribution tax, such as distributions to participants called to active military duty. Payments from your account are required to begin by the April 1 following the year in which you reach 70½. If they do not begin by then, you may be subject to a 50% excise tax on the portion of your account (as determined by IRS guidelines) that should have been paid to you. Because this Plan is intended to qualify for tax-exempt status under the Internal Revenue Code, Participants have certain tax advantages during participation and, in some cases, when their account is distributed. You are generally not required to pay federal income tax on your account until amounts are actually distributed to you. Because tax consequences of distributions vary depending on factors such as age, marital status, and other income, you are urged to consult your personal tax advisor to determine how to treat any distribution for federal, state and local tax purposes. If you receive a lump sum distribution, or certain installment payments, 20% federal income tax withholding will be automatically applied to the distribution unless you elect a direct rollover see the next Section. If you elect an annuity payment, you will be given the option to have federal income tax withheld from each payment or to waive withholding entirely on forms provided for that purpose when you receive the distribution. You will receive IRS Form 1099-R from the Trustee to provide you with tax-filing information for all distributions paid to you from the Plan. This form will be sent to you by January 31st following the year in which a payment is made. As required by law, a copy of these forms will be forwarded to the Internal Revenue Service. 12

15 ROLLOVERS If you receive a lump sum distribution and certain installment payments from the Plan, you generally have the option of authorizing the Trustee for the Plan to make a direct transfer of your distribution to an IRA or to another qualified plan, Code section 403(a) annuity, a Code section 403(b) program or a governmental Code section 457 plan, which will accept the transferred amount. If you elect a direct transfer, your check will be sent to you to deliver to the trustee or custodian. If you do not elect a direct transfer, federal income tax will be withheld. As required by law, the amount to be withheld for federal taxes is twenty percent (20%) of the distribution. You will be given additional information on the direct transfer option when you terminate employment and are ready to receive a distribution. Even if a plan accepts rollovers, it might not be allowed to, or may choose not to accept rollovers of certain types of distributions. If an employer plan accepts your rollover, the plan may restrict subsequent distributions of the rollover amount or may require your spouse's consent for any subsequent distribution. A subsequent distribution from the plan that accepts your rollover may also be subject to different tax treatment than distributions from this Plan. Check with the administrator of the plan that is to receive your rollover prior to making the rollover. If you did not elect a direct transfer, and instead had the distribution paid to yourself, you are still permitted to make a rollover of the distribution you receive to an IRA or another qualified plan, a Code section 403(a) annuity, a Code section 403(b) program or a governmental Code section 457 plan that will accept the rollover, if you do this within 60 days of the date you receive the distribution. However, if you elect the rollover option, tax withholding will still be applied at the twenty percent (20%) rate. The only way to avoid federal income tax withholding at distribution is to elect the direct transfer option. Under current law, you may not make a rollover to a SIMPLE IRA or Education IRA (a Coverdell Education Savings Account). You may make a rollover to a Roth IRA. Regardless of the amount of federal income tax withheld at distribution, if any, you will be responsible for payment of any taxes associated with the distribution. Withholding at twenty percent (20%) may not be sufficient to cover your tax liability. For some individuals, withholding at twenty percent (20%) will be sufficient to pay the tax on a distribution. For others, the twenty percent (20%) rate will be excessive and you may be entitled to a refund on your tax return filed for the year of the distribution. State and local taxes may also be imposed. SAVER'S TAX CREDIT If you make pre-tax contributions or Roth contributions to the Plan, or contributions to any other retirement plan maintained by your employer or to an IRA, you may be eligible for a tax credit, called the "saver's tax credit." This credit could reduce the federal income tax you pay dollar for dollar. The amount of the credit you can get is based on the contributions you make and your credit rate. The credit rate can be as low as 10% and as high as 50%, depending on your adjusted gross income the lower your income, the higher the credit rate. The credit rate also depends on your filing status. The 2013 credit amounts appear below. 13

16 2013 Saver's Credit Credit Rate Married Filing Jointly Head of Household All Other Filers* 50% of your contribution AGI not more than $35,500 AGI not more than $26,625 AGI not more than $17,750 20% of your contribution $35,501 - $38,500 $26,626 - $28,875 $17,751 - $19,250 10% of your contribution $38,501-$59,000 $28,876 - $44,250 $19,251 - $29,500 0% of your contribution more than $59,000 more than $44,250 more than $29,500 *Single, married filing separately, or qualifying widow(er) AGI = adjusted gross income For more details, you should review the applicable IRS publications or consult your tax advisor. HOW TO APPLY FOR BENEFITS, AND CLAIMS PROCEDURES The method of applying for withdrawals, loans or distributions due to death, disability, separation from service or other qualifying events is set forth in the annuity contract or custodial account agreement which governs the investment option(s) you selected. You should refer to those contracts or account agreements for details on the procedure to be followed to apply for Plan benefits. However, the Department of Labor has established certain guidelines that the Plan Administrator (or his delegate) is required to follow. Routine requests for information regarding your benefits under the Plan and other similar inquiries generally will not be considered benefit claims that require processing under ERISA. If you wish to make a claim for Plan benefits in accordance with your rights under ERISA, you must make such a request in writing. The Plan Administrator has complete discretionary authority to make all determinations under the Plan, including eligibility for benefits and factual determinations, and to interpret the terms and provisions of the Plan. Benefits under the Plan will be paid only if the Plan Administrator decides in its discretion that the claimant (you or your beneficiary) is entitled to them. The Plan Administrator's final decision is binding. Subject to any specific or contrary rules set forth in the annuity contract or custodial account, if your application for benefits is denied, you will receive written notification of the denial within a reasonable period of time (but not more than 90 days). The notice will explain the reason for the denial, including specific reference to the Plan provisions on which the denial is based. It will also describe any additional information necessary for you to properly establish the claim, give you an explanation of why the material is necessary and provide a description of the Plan's review procedures and the time limits applicable to such procedures, including a statement of your or your beneficiary's right to file a suit under Section 502(a) of ERISA following an adverse benefit determination on review. In certain circumstances, the Plan Administrator may take an additional 90 days to make a decision if you are notified prior to the expiration of the initial 90- day period that more time is needed, the reasons for the extension, and the date by which you can expect a benefit determination to be made. If your application for benefits is denied, you will have sixty (60) days to request a review of the denial by the Plan Administrator, who will provide a full and fair review. Your request for 14

17 review must be written and submitted to the Plan Administrator. Any such request should state the reasons why you think the claim should be reconsidered and should be accompanied by documents or records in support of the appeal. You or your duly authorized representative will be given an opportunity to review pertinent documents and to submit issues and comments you feel the Plan Administrator will need to reexamine all facts and make a final determination with respect to the denial. In most cases, the Plan Administrator will make a decision within sixty (60) days of a request for review. If additional time is needed, you will be notified in advance. In any event, the Plan Administrator must render a decision within one hundred twenty (120) days after receiving your request for review or your claim is deemed denied. If your claim is denied on appeal, the Plan Administrator's decision on your claim on appeal will be communicated to you in writing and will contain: 1) the specific reason or reasons for the adverse determination; 2) a reference to the specific Plan provisions on which the benefit determination is based; 3) a statement that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits; and 4) a statement describing your right to file a suit under section 502(a) of ERISA. The Plan Administrator's decision on appeal is final. You may not file a lawsuit or initiate any other action at law or in equity to challenge your rights to benefits under the Plan or ERISA until you have exhausted the appeal rights described above and the Plan benefits requested in that appeal have been denied in whole or in part. If any judicial or administrative proceeding is undertaken, the evidence presented will be strictly limited to the evidence timely presented to the Plan Administrator. Claim Deadline: If you have a claim for benefits or wish to bring an action, you must do so within 36 months of the date that the benefit you are challenging was made or due, the date the benefit was first denied, or the date you knew or should have known the facts on which your claim was denied. If you become aware that the Plan Administrator has failed to implement any action you have taken with respect to your Plan benefit, or such action was incorrect or not consistent with your intent, and you fail to notify the Plan Administrator within a reasonable period of time (not more than 180 days), you will be deemed to have accepted such action or failure to act. INVESTMENTS The Employer has selected a broad range of investment alternatives in which you may direct the investment of your contributions and Employer Matching Contributions made on your behalf. You may choose any of these investment options. Prospectuses and informational materials are available for each of these investment funds. You should read the prospectuses and informational material before you make your investment decisions. Your Employer cannot give you advice on your investment selections. 15

18 If you do not make an investment election, your contributions and Employer Matching Contributions will be invested in the Plan's Qualified Default Investment Alternative, known as the Life Cycle Fund, that corresponds with your estimated year of retirement. A Life Cycle Fund, sometimes called a "target date fund" because it targets the date of your retirement, is a diversified mutual fund in which the asset allocation is automatically adjusted over time to become more conservative as retirement nears and continues to become more conservative during retirement. The Plan is intended to constitute a plan described in section 404(c) of the Employee Retirement Income Security Act of 1974 (ERISA) and Title 29 of the Code of Federal Regulations, Section c.1, and the Plan Administrator and the other fiduciaries of the Plan may be relieved of liability for any losses which are the direct and necessary result of investment instructions given by you. You may request certain financial information about the available investment options. You will be provided with information to assist you in making investment decisions under the Plan including descriptions of the investment alternatives available under the Plan, the risk and return characteristics of each investment alternative, and the identity of the designated investment fund managers. As you review this information, remember that each of the funds has its own degree of growth potential and risk. Investment fund choices may be added or changed in the future. BENEFITS OF PARTICIPATION IN THE PLAN By participating in this Plan, you can save for your retirement on a favorable tax-deferred basis. The compounding of interest works in favor of participants in this Plan. The following illustration shows how $2,000 deposited each year may grow over the years: ACCOUNT STATEMENT Value of Account Number of years At 6% Interest 5 years $ 11, years $ 27, years $ 75, years $ 162,860 You will receive quarterly statements from TIAA-CREF, which include the following information: The amount of your Pre-Tax Salary Reduction Contributions; The amount of Employer Matching Contributions made on your behalf; The amount of earnings or losses on contributions; Any loans or distributions; and The total market value of your interest in the Plan. 16

19 MISCELLANEOUS INFORMATION Plan Termination or Amendment The Hospital intends to continue the Plan on a permanent basis. However, the Hospital reserves the right to amend, modify or discontinue the Plan at any time. A Plan amendment or termination will not affect your account balance, but could reduce or eliminate future contributions. Protection from Creditors This Plan is maintained for the exclusive benefit of the employees of the Employer. Your benefits under the Plan are protected from creditors except for qualified domestic relations orders, which assign all or a portion of your benefit to a spouse, former spouse, child or other dependent to satisfy a legal obligation you have to that person, certain federal tax liens or other circumstances covered by statutory exceptions. Domestic Relations Orders Federal law requires the Plan Administrator to honor judgments, decrees or court-approved property settlements arising under state domestic relations laws. To be honored, they must require payment of all or part of your Plan benefit to your former spouse or your children and must comply with certain requirements of federal law. These orders must relate to, and must arise from child support, alimony or marital property rights. The Plan Administrator has procedures to respond to such domestic relations orders, known technically as "qualified domestic relations orders" (QDROs). You and your beneficiaries can obtain, without charge, a copy of the QDRO procedures from the Plan Administrator. No PBGC Insurance Because this Plan is a defined contribution plan under Section 403(b) of the Internal Revenue Code, the Plan is not insured by the Pension Benefit Guaranty Corporation. 17

20 STATEMENT OF ERISA RIGHTS As a participant in The Children's Hospital of Philadelphia Retirement Savings Plan for Union- Represented Employees, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that all Plan participants shall be entitled to: Examine, without charge, at the Plan Administrator's office or at the office of your employer, all documents governing the Plan, including the collective bargaining agreement, insurance contracts 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 Employee Benefits Security Administration in Washington, D.C. Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, and copies of the latest annual report (Form 5500) and updated summary plan description. The Plan Administrator may make a reasonable charge for the copies. Receive a summary of the Plan's annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report. In addition, you may request a statement telling you the amount of benefit to which you are entitled. Your request must be in writing and the statement is not required to be given more than once a year. The Plan must provide this statement free of charge. In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. 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 Plan participants and beneficiaries. No one, including your Employer, your union or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit or exercising your rights under ERISA. If your claim for a benefit is denied, in whole or in part, the Plan Administrator must give you a written explanation of the reason for the denial. You have the right to obtain copies of documents relating to the decision without charge and to have the Plan Administrator review and reconsider your claim, 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 plan documents or the latest annual report from the Plan Administrator 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 (adjusted for increases in the cost of living) until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits that is denied or ignored, in whole or in part, you may file suit in a state or federal court after exhausting your administrative remedies by completing the Plan's claims and appeals process, as outlined in this summary plan description. You may not start legal action against the Plan or the Plan Administrator later than 90 days after the date of the Plan Administrator's final decision regarding your claim. In addition, if you disagree with the Plan's 18

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