MassMutual

TPA

Plan Administrator’s Guide

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Table of Contents

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Settlor Expenses ............................................................................................................................................................................................. 1 Settlor Expenses ........................................................................................................................................................................................... 1

Automated Services ........................................................................................................................................................................................ 2 Automated Services ...................................................................................................................................................................................... 2

Contribution & Compensation ........................................................................................................................................................................ 3 403(b) Contract Exchange and Direct Transfer Rules.................................................................................................................................... 3 Catch-Up Contributions ................................................................................................................................................................................. 3 Compensation Time Period ........................................................................................................................................................................... 4 Exhibit F: MassMutual Retirement Services Float Policy .............................................................................................................................. 4 Holding Account ............................................................................................................................................................................................ 4 How to Deduct Contributions from Payroll ..................................................................................................................................................... 5 How to Determine Compensation .................................................................................................................................................................. 5 How to Submit Contributions to MassMutual ................................................................................................................................................. 5 Insurance Premiums ..................................................................................................................................................................................... 6 Legal Limits on Elective Deferrals ................................................................................................................................................................. 6 Ongoing Contributions ................................................................................................................................................................................... 7 Rollover Contributions ................................................................................................................................................................................... 7 Self-Employed Individuals ............................................................................................................................................................................. 8 Special Catch-Up Contribution Provision for 403(b) Plans ............................................................................................................................. 8 Timing of Contributions ................................................................................................................................................................................. 8

Death Benefits ................................................................................................................................................................................................. 9 Additional Payments ..................................................................................................................................................................................... 9 Beneficiary Dies ............................................................................................................................................................................................ 9 Benefit Estimates .......................................................................................................................................................................................... 9 Death Benefit Election by Participant............................................................................................................................................................. 9 Death Benefit Options ................................................................................................................................................................................... 9 Direct Deposit ............................................................................................................................................................................................. 10 Monthly Death Notification Report ............................................................................................................................................................... 10 How to Handle Participant’s Death Benefit After Payments Start ................................................................................................................. 10 How to Handle Participant's Death Benefit Before Payments Start .............................................................................................................. 11 Identifying the Beneficiary ........................................................................................................................................................................... 12 Joint Annuitant Dies .................................................................................................................................................................................... 12 Life Insurance ............................................................................................................................................................................................. 12 Pre-1984 TEFRA Election ........................................................................................................................................................................... 13 Required Minimum Distributions .................................................................................................................................................................. 13 Self-Directed Brokerage Account ................................................................................................................................................................ 13 State Notice & Consent ............................................................................................................................................................................... 13 Timing of Distribution When Participant Dies Before Benefit Payments Begin ............................................................................................. 13 Vesting ........................................................................................................................................................................................................ 13

Enrollment & Rehire ...................................................................................................................................................................................... 14 Amended Plan Years .................................................................................................................................................................................. 14 Declining Plan Participation ......................................................................................................................................................................... 14 Determining Breaks in Service .................................................................................................................................................................... 14 Determining Eligibility for Clients with Automated Services.......................................................................................................................... 15 Determining Eligibility for Clients without Automated Services ..................................................................................................................... 15 Determining Eligibility of Rehired Participants ............................................................................................................................................. 15 Eligibility Exclusions .................................................................................................................................................................................... 16 Handling Repayment of Distribution Back to the Employer's Plan................................................................................................................ 16 Methods for Determining Service ................................................................................................................................................................ 16 Selecting a Beneficiary ................................................................................................................................................................................ 17 Beneficiary Updates and Recordkeeping ..................................................................................................................................................... 17 Starting Payroll Deduction ........................................................................................................................................................................... 18

Information Security ...................................................................................................................................................................................... 19 Information Security .................................................................................................................................................................................... 19

In-Service Withdrawals ................................................................................................................................................................................. 20 Hardship Determination ............................................................................................................................................................................... 20 How to Initiate a Withdrawal ........................................................................................................................................................................ 21 In-Service Withdrawals Compared to Loans ................................................................................................................................................ 21 Returned Withdrawals ................................................................................................................................................................................. 22 Spousal Consent ......................................................................................................................................................................................... 22 Taxation ...................................................................................................................................................................................................... 22 Timing ......................................................................................................................................................................................................... 22 Withdrawal Fee and Income Tax Withholding .............................................................................................................................................. 23

Investment Information ................................................................................................................................................................................. 24 Account for Outside Investment Option ....................................................................................................................................................... 24 Accounting for the Asset Allocation Investment Option ................................................................................................................................ 25 Accounting for the Blended Cash Component Investment Option ................................................................................................................ 26 Accounting for the Blended Stable Value Investment Option ....................................................................................................................... 27 Accounting for the Employer Stock Investment Option ................................................................................................................................ 28 Competing Funds ........................................................................................................................................................................................ 30 Excessive Trading ....................................................................................................................................................................................... 31 Investment - Account Adjustment Procedures ............................................................................................................................................. 31 Outside Investment Information ................................................................................................................................................................... 32

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Proxy Voting Procedures for Registered Product or Unitized Outside Investment Option Float Fund........................................................... 33 Self-Directed Brokerage Account ................................................................................................................................................................ 33 Tax Benefits of Certain Separate Investment Accounts ............................................................................................................................... 34

Loans.............................................................................................................................................................................................................. 35 403(b) Plan Impacts .................................................................................................................................................................................... 35 Amortization Schedules ............................................................................................................................................................................... 35 Changing How Your Plan Loans are Administered ...................................................................................................................................... 35 Cure Periods ............................................................................................................................................................................................... 36 How to Initiate a Loan.................................................................................................................................................................................. 36 Loan Administration .................................................................................................................................................................................... 37 Loan Default ................................................................................................................................................................................................ 38 Loan Defaults/Federal Reporting ................................................................................................................................................................. 38 Loan Fee and Income Tax Withholding ....................................................................................................................................................... 38 Loan Prepayments ...................................................................................................................................................................................... 39 Loan Repayment Following Default ............................................................................................................................................................. 39 Loan Suspension (not including Military Service Leave) .............................................................................................................................. 39 Loan Suspension for Military Service Leave ................................................................................................................................................ 39 One-Time Payment/Payoff of Loans by Debit ACH ..................................................................................................................................... 39 Overpayments ............................................................................................................................................................................................. 40 Refinancing Loans ...................................................................................................................................................................................... 40 Repayment Period for Home Loans ............................................................................................................................................................ 40 Returned Loans........................................................................................................................................................................................... 40 Truth-In-Lending Requirements ................................................................................................................................................................... 40

Participant Info Change & Vesting ............................................................................................................................................................... 41 Calculating Vesting ..................................................................................................................................................................................... 41 Changes Needed Due to Life Events........................................................................................................................................................... 41 Handling Military Service ............................................................................................................................................................................. 41 How to Handle Unclaimed Benefits ............................................................................................................................................................. 42 How to Notify MassMutual of Changes ........................................................................................................................................................ 43 How to Restore Forfeitures.......................................................................................................................................................................... 44 Investment Selection Changes/Rebalancing ............................................................................................................................................... 44 Marital Status and Beneficiaries .................................................................................................................................................................. 45 Maternity/Paternity Leave ............................................................................................................................................................................ 45 Service with Predecessor Plans .................................................................................................................................................................. 46 The Forfeiture Process ................................................................................................................................................................................ 46 Updating Vesting during Plan Year End Process ......................................................................................................................................... 46 What is a Break in Service? ........................................................................................................................................................................ 46

Plan Administration ....................................................................................................................................................................................... 47 Account Information .................................................................................................................................................................................... 47 Introduction to Plan Administration .............................................................................................................................................................. 47

Processing Standards ................................................................................................................................................................................... 48 Instructions, Information and Data ............................................................................................................................................................... 48

Qualified Domestic Relations Order ............................................................................................................................................................. 49 Definitions ................................................................................................................................................................................................... 49 Determining qualified status of DRO ........................................................................................................................................................... 50 Timing of distribution to alternate payee ...................................................................................................................................................... 50 Setting up a separate account for alternate payee for defined contribution plans ......................................................................................... 50 Understanding taxation of benefits .............................................................................................................................................................. 51

Records Retention ......................................................................................................................................................................................... 52 Records Retention ...................................................................................................................................................................................... 52

Reports and Communications ...................................................................................................................................................................... 53 Required Reporting and Communications ................................................................................................................................................... 53

Required Minimum Distributions .................................................................................................................................................................. 54 Failure to Comply ........................................................................................................................................................................................ 54 Form of Benefit ........................................................................................................................................................................................... 54 How to Initiate a Required Minimum Distribution (RMD) .............................................................................................................................. 55 Participant and Spousal Consent ................................................................................................................................................................ 56 Vesting ........................................................................................................................................................................................................ 56

Tax Withholding ............................................................................................................................................................................................. 57 Defaulted Loans .......................................................................................................................................................................................... 57 Early Distribution Tax .................................................................................................................................................................................. 57 Eligible Rollover Amounts ........................................................................................................................................................................... 57 Federal Income Tax Withholding ................................................................................................................................................................. 57 Foreign Citizens .......................................................................................................................................................................................... 58 Ineligible Rollover Amounts ......................................................................................................................................................................... 58 State Income Tax ........................................................................................................................................................................................ 58 Taxation of Periodic Payments .................................................................................................................................................................... 59

Termination/Retirement ................................................................................................................................................................................ 60 Automatic Cashout ...................................................................................................................................................................................... 60 Automatic Cashout-403(b) Plans ................................................................................................................................................................. 60 Continuation of Account .............................................................................................................................................................................. 60 Coverage Change/Transfer of Assets.......................................................................................................................................................... 60 Deferred Annuity ......................................................................................................................................................................................... 61 Direct Deposit ............................................................................................................................................................................................. 61 Direct Rollover ............................................................................................................................................................................................ 61 Disability Retirement ................................................................................................................................................................................... 62 Election Period ............................................................................................................................................................................................ 62 How to Initiate a Termination/Retirement ..................................................................................................................................................... 62 Immediate Annuities .................................................................................................................................................................................... 63 Installment Payments .................................................................................................................................................................................. 64

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Life Insurance Policies ................................................................................................................................................................................ 65 Missing Participants .................................................................................................................................................................................... 65 One-Sum Cash Payment to Participant or Indirect Rollover ......................................................................................................................... 66 Participant Communication Material ............................................................................................................................................................ 66 Participant and Spousal Consent ................................................................................................................................................................ 67 Plan Year End Allocation ............................................................................................................................................................................. 67 Pre-1984 Designation.................................................................................................................................................................................. 67 Request for Estimate ................................................................................................................................................................................... 68 Retirement Age ........................................................................................................................................................................................... 68 Vesting ........................................................................................................................................................................................................ 68

List of Changes to the Guide ........................................................................................................................................................................ 69 List of Changes to the Guide ....................................................................................................................................................................... 69

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Settlor Expenses Settlor Expenses

Home Only expenses that are plan administrative expenses can be paid from Plan assets. All settlor expenses must be paid from assets outside the plan. It is the Plan Sponsor’s responsibility to determine which expenses can be classified as plan administrative expenses or as settlor expenses. For more information about this policy and what constitutes a plan or settlor expense, please see the “Plan vs. Settlor Expense” White Paper located on the Plan Website.

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Automated Services Automated Services

Home http://wwwrs.massmutual.com/retire/pdffolder/guides/rs18652.pdf

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Contribution & Compensation 403(b) Contract Exchange and Direct Transfer Rules

Home Three types of non-taxable contract exchanges or direct transfers will be allowed:

• A direct transfer of assets from one 403(b) plan to a 403(b) plan sponsored by the participant’s current or former employer, referred to as a plan-to-plan transfer;

• A direct transfer of assets from a 403(b) plan to a governmental defined benefit plan to purchase permissive service credits, also referred to as a plan-to-plan transfer; and

• A change of investment contracts with the same 403(b) plan, referred to as a contract exchange. Direct plan-to-plan transfer rules: In order for a direct plan-to-plan transfer from one 403(b) plan to another 403(b) plan or to a governmental DB plan to be tax-free, certain conditions must be met:

• The transferring and receiving plans must permit plan-to-plan transfers. • If the transfer is for a participant, the participant must be an employee or former employee of the employer sponsoring the receiving

plan. • If the transfer is for a beneficiary of a deceased participant, the participant had to have been an employee or former employee of the

employer sponsoring the receiving plan. • The accumulated benefit immediately before the transfer has to be the same immediately after the transfer. • The receiving plan must impose distribution restrictions at least as stringent as the transferor plan (distributions from custodial

accounts are more restrictive than annuity contracts so all transfers into our product will impose the custodial account distribution restrictions).

Contract exchange rules: A contract exchange is defined as a participant or beneficiary requested tax-free exchange of one 403(b) contract for another 403(b) contract within the same 403(b) plan that occurs on or after September 25, 2007. In order for the exchange to be tax-free, certain conditions must be met:

• The plan must permit contract exchanges. • The accumulated benefit immediately before the exchange has to be the same immediately after the exchange. • The receiving contract must impose distribution restrictions at least as stringent as the distributing contract (distributions from

custodial accounts are more restrictive than annuity contracts so all contract exchanges into our product will impose the custodial account distribution restrictions).

• The Plan Sponsor and the investment provider must enter into an information sharing agreement so that the Plan Sponsor can monitor compliance with the requirements of the final regulations.

The information sharing agreement must have been in place by January 1, 2009. If the conditions outlined above were not met as of January 1, 2009, any contract exchange made on or after September 25, 2007 may subject the participant to immediate taxation. MassMutual has developed a Plan Sponsor communication outlining the new requirements and a new 403(b) Contract Exchange form. Catch-Up Contributions

Home Catch-up contributions are elective deferrals under a 401(k) plan (or 403(b) plan, governmental 457(b) plan, SARSEP, SIMPLE-IRA plan or SIMPLE-401(k)) which are made pursuant to Internal Revenue Code (IRC) section 414(v) that are in excess of an "otherwise applicable limit" under the plan document or under certain statutory limits that include: 401(a)(30) which is a plan requirement that prohibits a participant from contributing in excess of the 402(g) elective deferral limit; 402(g) elective deferral limit; 415(c) limitations on contributions (annual additions). In addition, catch-up contributions also may include elective deferrals made by a highly compensated employee that are determined to exceed the limit prescribed by the nondiscrimination test. A plan sponsor is not required to offer a catch-up provision. If available in your 401(k) Plan, participants who are eligible those age 50 or older by the end of the calendar year may make additional elective deferrals in excess of the statutory, ADP, and Plan limits. If your Company has more that one plan or is a member of a controlled group, and if catch-up contributions are allowed, they must be available in all plans of all companies under common control that allow elective deferrals. Catch-up contributions for any Participant in these multiple plans must be aggregated to determine the limit. Elective deferrals that exceed the statutory, ADP test or Plan limit as of the end of the plan year may be treated as catch-up contributions up to the dollar limit. The dollar limit on catch-up contributions in 2012 is $5,500. For 2012, participants who are age 50 or older by the end of the calendar year may make elective deferrals of up to $22,500 (the $5,500 catch-up contribution and the section 402(g) elective deferral statutory limit is $17,000) unless otherwise limited by the Plan or ADP test. The catch-up contribution limit is adjusted periodically.

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In addition to the indexed dollar limit under Internal Revenue Code 402(g), there is a separate catch-up limit for 401(k) plans (other than SIMPLE 401(k) plans), 403(b) plans, governmental 457(b) plans, and SARSEPs. The limit was preset through 2006 and the following outlines the limit for plans other than SIMPLE 401(k) plans and SIMPLE IRAs: 2012 - $5,500

2011 - $5,500 2010 - $5,500

2009 - $5,500 2008 - $5,000 2007 - $5,000 2006 - $5,000 2005 - $4,000 2004 - $3,000 2003 - $2,000 2002 - $1,000

Compensation Time Period

Home Your plan defines the time period for determining compensation. Typically, compensation is determined based on the plan year. For purposes of the 415 annual additions limitation testing, compensation is determined based on the limitation year. If your Plan has a non-calendar plan year or limitation year and you elected W-2 compensation (Box 1), you will not be able to use the actual amount listed on the Participant's W-2 Form. You will need to determine compensation for the appropriate time period. Exhibit F: MassMutual Retirement Services Float Policy

Home MMRS' procedure for processing Plan contributions provides for prompt investment of funds according to contract obligations. When a contribution is received in good order before the cut-off time (normally 4:00 p.m. Eastern Time) on a Business Day, contributions are valued at the Net Asset Value ("NAV") as of the end of that Business Day. A contribution is received in "good order" when a contribution is accompanied by usable and complete data, and available funds equal to the total amount shown in the data. "Business day" is defined as each business day that the New York Stock Exchange is open for business. It is MMRS' goal to minimize the generation of Float by handling transactions as soon as possible in accordance with contract obligations. Notwithstanding this policy, amounts held pending investment may generate Float. Float may arise in connection with various deposits such as plan contributions, loan repayments and expense payments ("contributions"), including funds received by wire or electronic funds transfer ("EFT"). Float is generally not earned on contributions processed via check, unless the funds are available immediately. When a contribution is received, funds are invested in overnight investments pending execution of investment directions. Funds may be invested in the following types of overnight investments: (1) institutional money market account, which earns institutional money market rates; (2) passive overnight bank sweep, which is credited with overnight bank deposit rates; or (3) corporate checking account, which is credited at a rate that is set by the bank, currently 90% of the 3-month average of the 13-week Treasury-bill rates. When funds are withdrawn at the start of the following business day in order to be invested according to investment instructions, MMRS retains the Float, or interest, as part of its compensation. Contributions made by wire that are not in good order may earn additional Float until good order is obtained. It is the policy of MMRS to process distributions and the corresponding withdrawals from investments as soon as possible. Notwithstanding this policy, Float may arise in connection with distributions, including those that are made by check or by EFT. There is generally no Float generated in connection with account distributions made by wire transfer. MMRS issues a disbursement and directs the providers of Plan investment options to transfer the funds to MMRS in an amount sufficient to satisfy the distribution request. On the date that the disbursement is issued, the funds are withdrawn from the investment options and are invested in one of the following types of overnight investments: (1) institutional money market account, which earns institutional money market rates ; (2) passive overnight bank sweep, which is credited with overnight bank deposit rates; or (3) corporate checking account, which is credited at a rate that is set by the bank, currently 90% of the 3-month average of the 13 week Treasury-bill rates. MMRS accrues any Float, or interest, that is earned on the funds from the time the disbursement is issued until such time as the disbursement is deposited or cashed as part of its compensation. Generally, in the case of a disbursement issued by check, if the check is not deposited or cashed after six months, the funds are returned to the plan as abandoned property. Holding Account

Home All contributions, expense payments and loan repayments received for your Plan are first placed by MassMutual in a general Holding Account. Money in the Holding Account can only be allocated to Participants' accounts after information has been received from you in good order. Any money (other than a pre-funded Company Annual contribution) left in the Holding Account must be acted upon -- either allocated or returned to you. If a resolution is not found within five business days, the funds will be returned to you.

Example: Company C sent MassMutual an allocation of $100,000. The accompanying check was for $90,000 and no other instructions were enclosed. MassMutual will deposit the money received in the Plan's Holding Account, but cannot allocate the money to Participant's accounts until more information or money is received. MassMutual will contact the Company to resolve the discrepancy. If a resolution is not found within 5 business days, the money will be returned.

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How to Deduct Contributions from Payroll Home

To set up payroll deduction of any Participant elective deferrals (which includes pre-tax or Roth after-tax or both) or after-tax contributions, the Plan Administrator must: Have payroll authorization: Participants must authorize the deduction of elective deferrals and/or after-tax contributions by completing the payroll authorization section of a Participant New Enrollment form. For Plans with our Automated Services, the payroll authorization and enrollment are entered by the Participant by calling 1-800-743-5274 or accessing the participant website. If your Plan has an automatic enrollment provision, ERISA pre-empts state law and allows plans to enact automatic enrollment without concern for any state law to the contrary provided that plans meet two requirements: sponsors provide participants with an annual notice, and the default investment is a qualified default investment account. Start payroll deductions: Contact your Company’s payroll department to start the deductions from Participants’ compensation on the next reasonable payroll period. Ensure limits are not exceeded: Elective deferrals (which includes pre-tax or Roth after-tax or both) and after-tax contributions are subject to Plan limits and elective deferrals are subject to statutory limits. Send contributions to MassMutual: The contributions must be sent as soon as reasonably and administratively possible after payroll deduction (i.e., Participant contributions and loan repayments) or after receipt of money from a Participant (e.g., rollover contributions). See Timing of Contributions. Maintain records: Complete records should be kept of all data used to determine the Participants' contributions to the Plan. Authorizations remain in effect until the Participant completes new forms, such as the Participant Information Change form. For plans with our Automated Services, authorization remains in effect until the Participant makes a change by calling 1-800-743-5274 or accessing the participant website. How to Determine Compensation

Home It is the Plan Administrator's responsibility to determine what should be included as compensation for each Participant and for what purpose. Know your Plan provisions. Check your Plan for definition(s) of compensation. The information is also available through the Plan Design screen on the TRC. It may be necessary to confirm the compensation definition in question by referring to the plan document. Determine the specific Plan purpose. Definitions of compensation may vary according to the specific purpose outlined in the Plan. For example, the definition of compensation for allocating the Company annual contribution may differ from the definition of compensation for deducting qualified plan contributions. Use the correct time period. Although compensation is generally based on your plan year, the time period may differ. For example, the contribution limits that apply for purposes of Section 415 annual additions are based on the "limitation year." Unless the terms of the Plan provide otherwise, the limitation year is the calendar year. The terms of the Plan may provide for the use of any other consecutive twelve month period as the limitation year. Please contact your Third Party Administrator (TPA) for further clarification. Limit the compensation. Under your Plan, you may take into account the annual maximum amount of compensation allowed by the law. This limit for the 2009 plan year is $245,000 and the limit is adjusted periodically based upon increases in the cost-of-living index. How to Submit Contributions to MassMutual

Home You are responsible for sending MassMutual: (1) all Company and Participant contributions and loan repayments (“deposits”), and (2) instructions on how to allocate the deposits. Contributions, allocations and funding received in “good order” by 4 p.m. (EST) will be invested in Participants’ accounts the same day. For clients using Debit ACH, contributions received in “good order” will be invested in Participants’ accounts on the valuation date (the later of the next business day or your payroll effective date when the NY Stock Exchange is open). To be considered in good order (Debit ACH or not), the allocation instructions must match the dollar amount submitted and be complete and detailed, with all information required for MassMutual Retirement Services to process the contribution. Provide allocation information to facilitate timely processing of your deposits. Send your allocation instructions through the TRC in a pre-approved electronic media format. Complete all applicable fields on the “File Transfer” screen and click “send.” Allocation information should precede your deposit.

• A deposit received without allocation information or with a shortage in the contribution delays investment. Excess contributions will be deposited in your general Holding Account pending your direction. Funds will be returned if direction is not received within 5 business days.

• Life insurance premiums deducted from contributions should not be reported with the allocation information.

Provide a Transmittal of Deposits form if the allocation is submitted by a method other than the TRC. The information on this form should match the information on your allocation. If allowed in your Plan, you may also indicate on the form if you want to apply forfeitures toward the Company contribution. It is important that the effective date or pay period ending date is accurate on the form, especially for contributions at the beginning or end of a plan year.

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Submit contribution funding using our standard method for receiving deposits, Debit Automatic Clearing House (Debit ACH), which is an automatic transfer of funds based on your allocation instructions. A Debit ACH Authorization Agreement form needs to be completed before the receipt of your first contribution. If you do not use Debit ACH, you may submit contribution funding via check or Electronic Funds Transfer (wire). Mail (Transmittal of Deposits form and check—if applicable) to MassMutual Retirement Services, PO Box 219062, Kansas City MO 64121-9062. For Overnight Mail, send to: MassMutual Retirement Services, 430 W 7th St, Kansas City MO 64105. Indicate participant changes: Contributions submitted for new Participants must also include a Participant New Enrollment form unless the Participant enrolls by accessing the participant website or calling 1-800-743-5274. For rehired former Participants, you must attach a Participant Re-Enrollment form. You must also notify us if a Participant transfers between subscriber/subset groups. For Plans with our Automated Services, new hire and rehired Participant information should be submitted electronically via your regularly scheduled demographic file. Insurance Premiums

Home If permitted by your Plan, a portion of the contributions may be applied to purchase life insurance. Premiums should not be sent to MassMutual's home office; send them as directed by your agent (and/or noted on your invoice). Insurance policy information can be submitted to MassMutual on the electronic Employee Census and reflected on Participant Statements of Account if elected in your Services Agreement. Legal Limits on Elective Deferrals

Home Statutory limit under Internal Revenue Code (“IRC”) section 402(g): Participant elective deferrals (which include pre-tax elective contributions, designated Roth after-tax contributions or a combination of both) are subject to a limit in a calendar year. The limit for 2012 is $17,000 and the limit is adjusted periodically based upon increases in the cost-of-living index. As of 2002, a 401(k) plan may have a provision which permits participants who have reached age 50 by the end of a calendar year to make "catch-up" contributions for that year. Catch-up contributions are elective deferrals that would otherwise cause the participant to exceed other applicable statutory limits such as 402(g). Catch-up contributions are subject to different annual limits. For 2009, the catch-amount is $5,500. While IRC section 402(g) prescribes a statutory dollar limit on elective deferrals, some plans may impose other limits which may result in an individual not being able to reach the maximum 402(g) limit in a calendar year. This chart indicates plan and catch-up limits for years 2002 — 2012:

Year

Plan Limit Catch-Up Limit

2012 $17,000 $5,500 2011 $16,500 $5,500 2010 $16,500 $5,500 2009 $16,500 $5,500 2008 $15,500 $5,000 2007 $15,500 $5,000 2006 $15,000 $5,000 2005 $14,000 $4,000 2004 $13,000 $3,000 2003 $12,000 $2,000 2002 $11,000 $1,000

In any year, new hires may make elective deferrals under their prior employer's plan and to your Plan. If an individual employee participates in more than one plan with an elective deferral arrangement, all the deferral amounts made in the same tax year are aggregated together to determine if the participant has exceeded the individual 402(g) limit. The individual is responsible for determining whether the IRC section 402(g) limit has been exceeded and for taking the appropriate correction steps. To correct a violation of the IRC section 402(g) limit, it is the responsibility of the participant to notify each plan (by the date required by that plan) of the amount that the plan must distribute to make the correction. If the individual has timely notified the plan, the plan must then distribute that amount, plus allocable earnings, to the participant by April 15 of the following taxable year. (The most common cause for an individual to have exceeded the 402(g) limit is a change of employment.) You should then notify your TPA by letter, fax or secure e-mail stating the Participant's name, social security number and the amount of excess. Excess Deferrals: If a participant under the age of 50 exceeds the deferral limit of $16,500 for the calendar year 2011, the violation can be corrected before the end of the year by the return of the excess amount and any allocable earnings. A corrective distribution can be made as soon as the violation is discovered; the plan administrator does not have to wait until the end of the year to correct the violation. However, excess deferrals and any allocable earnings, which may be positive or negative, on the excess must be distributed from the Participant's account by April 15 of the following year. If the participant’s taxable year is not the calendar year, the deadline is April 15 following the last day of the taxable year. This deadline cannot be extended, even if the participant files for an extension her personal taxes. If the deadline is not met, corrections must be made under the IRS’s Employee Plans Compliance Resolutions System (EPCRS). Any employer contributions related to this excess will be forfeited. When a corrective distribution is made by the April 15th deadline, the excess deferrals are reportable in the calendar year in which they were originally deferred. The allocable earnings included in the distribution are taxable in the distribution year. For this reason, when excess

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deferrals are returned, MassMutual produces two Forms 1099-R (Distributions From Pensions, Annuities, Retirement or Profit-Sharing Plans, IRAs, Insurance Contracts, etc. One Form 1099-R shows the distributed excess contributions as taxable income for the calendar year for which the contributions were made. The second Form 1099-R shows the earnings on the excess as taxable in the year they are distributed. The distribution does not require spousal consent and is not subject to the federal 10% early distribution tax. If excess deferrals are distributed after the April 15th deadline, the entire distribution must be included in income for the year of distribution, the practical effect of which is that the individual is taxed twice on the excess deferrals – once in the year of deferral, and once in the year of distribution. To the extent the excess deferral amount consists of designated Roth contributions, that portion of the excess deferral amount is not includible in gross income. However, any earnings (allocable income) that is distributed is taxable in the distribution year. Contributions made to a Roth 401(k) account in excess of the 402(g) limit that are distributed after April 15 of the following year are fully taxable in the distribution year. This results in a double taxation of the Roth elective deferral amounts, a penalty for missing the April 15 deadline!

Example: Rita had contributed $5,000 to her former Employer's plan and $12,500 to your Plan in 2011. She is responsible for notifying you of her $1,000 excess by March 1, 2012. If you notify the TPA in a timely manner, MassMutual will return the excess by April 15, 2012. Income tax will not be withheld from the payment. Along with the check for the excess contributions and earnings, we will attach a notice for you to give to Rita explaining the payment. In January 2013, the excess earnings will report on two 2011 Forms 1099-R to the IRS and to Rita. A distribution code on one Form 1099-R designates that the excess deferral was taxable income on Rita's 2011 federal income tax return (the year of deferral). The second 1099-R reports the earnings on the excess as taxable income on her 2012 federal income tax return (the year distributed).

Ongoing Contributions

Home For clients using Debit ACH: Upon receipt of your contribution allocation, via Debit ACH, we will fund it by debiting your Company’s account for the allocation amount. If you submit the contribution allocation by 4 p.m. (EST) in good order, the valuation date in your Participants’ accounts will be the later of the next business day or your payroll effective date. You will receive confirmation noting the debit amount and debit date through the TRC.

Example: If your Plan’s contribution allocation is received at MassMutual on the morning of Monday, May 15, and your payroll effective date was Friday, May 12, then the valuation date of contributions in Participants' accounts is Tuesday, May 16, and your Company’s bank account is debited on Wednesday, May 17. If the payroll effective date was the Friday after the contribution allocation is received (May 19), then the valuation date is Friday, May 19, and your Company’s bank account is debited on Monday, May 22.

For clients who do not use Debit ACH: Contributions and funding received in good order by 4 p.m. (EST) will be invested in Participants’ accounts the same day. To be considered in good order, the allocation instructions must match the dollar amount submitted and must be complete and detailed, with all information required by MassMutual to process the contribution. Reports: Contributions are reflected on various reports on the TRC. These reports are easy to understand when deposits are received complete and in good order. When contributions are not in good order, you may notice a difference between your records and the reports we provide to you. Rollover Contributions

Home Depending on your Plan, a Participant (or employee not yet eligible to participate, if elected) may make a rollover contribution. A rollover contribution is all or part of a distribution received by the Participant from an eligible retirement plan or another eligible source. If a Participant in your Plan is a surviving spouse of a deceased participant in another plan, they may also roll over a distribution from that plan into your Plan. The Participant can: 1) Roll the distribution to your Plan within 60 days of the receipt of the distribution (except Roth balances). 2) Have the distribution directly rolled over to your Plan. (The check should be issued to MassMutual or your Plan and either sent directly or

given to the Participant.) For Registered Product clients, the check should be issued to "Reliance Trust Company FBO (the Participant's name)."

3) Roll the distribution, excluding Roth contributions and earnings, to a traditional IRA and later roll it over to your Plan. 4) Roll the Roth portion of the distribution to a Roth IRA or to the new employer's Roth account (if the employer offers such account). Before you submit rollover contributions to MassMutual, ensure that accepting the rollover complies with your Plan. Rollovers may come from a variety of sources, including qualified defined benefit and defined contribution retirement plans, 403(b) plans, or governmental 457(b) plans, after-tax contributions from qualified defined benefit and defined contribution retirement plans, and eligible amounts from IRAs (Roth IRAs may not be rolled over to a Roth 401(k) account). To submit rollover contributions to MassMutual: Provide a Direct Rollover Request form on which you have signed and entered your Company's name and account number to participants who have not already been issued a check. Enter the extension of your MassMutual home office representative on the second page of the form. The Participant should complete the rest of the form and give it to their former recordkeeper or investment provider. The former recordkeeper or investment provider will then forward the rollover check and the form directly to MassMutual. The form is not needed if payment is wired to MassMutual as instructed on the back of the form.

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Have the Participant complete the Rollover Statement, under the "My Account" tab on the participant website. If the Participant is making an indirect rollover within 60 days after receipt of a distribution, the Participant should issue the rollover check tso your Company for deposit. If the Participant has received a check for the direct rollover, the check should be issued to "MassMutual FBO (the Participant's name)” or, if the Participant is in a Registered Product plan, the check should be issued to "RelianceTrust Company FBO (the Participant's name)." Review the Rollover Statement for accuracy and complete a Transmittal of Deposits form. Attach the rollover check (if applicable). If a rollover check is being sent directly to MassMutual by the former recordkeeper or investment provider, check the appropriate box on the Rollover Statement. Include your account number on any check sent to MassMutual and attach a copy of the distribution statement from the prior plan if it is available. Do not send personal checks. Mail the Rollover Statement and check to MassMutual Retirement Services, PO Box 219062, Kansas City MO 64121-9062. For Overnight Mail, send to: MassMutual Retirement Services, 430 W 7th St, Kansas City MO 64105. Rollover contributions are fully vested and invested according to your Plan and the Rollover Statement. If allowed in your Plan, an employee who is not yet eligible to participate in the Plan may roll over a distribution. Required minimum distributions (e.g., to 5% owners after age 70), excess deferrals, excess contributions, excess aggregate contributions and excess annual additions cannot be rolled over. Self-Employed Individuals

Home Self-employed individuals do not receive W-2 forms. Compensation (earned income) for a self-employed individual is earned income after taking into account the deductions allowed for one-half the self-employment tax and for the self-employed's contributions to the Plan. Special Catch-Up Contribution Provision for 403(b) Plans

Home If an employee has 15-years of service with the same qualified employer, the employee may defer up to an additional $3,000/year, $15,000 lifetime maximum if allowed by plan. If an employee is eligible to make additional deferrals under both the age 50 catch-up and the 15 years of service catch-up contribution provisions, the catch-up contributions are first treated as a 15-years of service catch-up contribution. Qualified employers are educational organizations, hospitals, home health service agency, health and welfare service agency, church, convention or association of churches. Timing of Contributions

Home

Department of Labor (DOL) limit: The DOL has stated that the exact timing of contributions will depend on each employer's facts and circumstances. Participant contributions must be submitted as soon as administratively possible, but no later than the 15th business day of the month following the month in which the Participant contributions are withheld or received by the Employer. However, do not assume that 15 days is acceptable; the exact timing depends on the Company's circumstances. The DOL monitors this time limit by plan audit and by the Form 5500.

Statutory limit: There are also specified timing limits for annual additions. For purposes of the 415 annual additions limitation, contributions can be credited to a Participant's account for a particular limitation year only if the contributions are made to the Plan within 30 days after the due date of the Company's tax return, including extensions. For purposes of the employer tax deduction, Company contributions can be credited to a Participant's account for a particular tax year if they are actually made to the Plan by the time the Company must file its tax return for that year. (Tax-exempt employers may have a different deadline.)

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Death Benefits Additional Payments

Home All Company contributions or forfeitures should be allocated to the Participant's account for the period up until the date of death. The Participant’s account may or may not be entitled to share in Company contributions or forfeitures allocated after the date of death, depending on the terms of your Plan. Additional contributions or forfeitures received and allocated to a deceased Participant’s account after MassMutual has processed the death notice will increase the beneficiary's benefit. If the beneficiary received a one-sum cash payment, we will make an additional payment to the beneficiary. If the beneficiary had the payment directly rolled over, the additional payment will be directly rolled over. Beneficiary Dies

Home When a beneficiary dies:

• Before the Participant begins receiving payments: Have the Participant designate a new beneficiary on the participant website or on a Beneficiary Designation form.

• After the Participant begins receiving payments: If a benefit is payable at the Participant's death, request that the Participant designate a new beneficiary on the participant website or on a Beneficiary Designation form.

• While the beneficiary is receiving payments: If a beneficiary who is receiving payments dies, determine the benefit currently being paid and any continuing benefits. For example, if payments were as a Qualified Joint and Survivor Annuity and the beneficiary was the joint annuitant, payments end at the beneficiary's death. If possible, please forward a copy of the beneficiary's death certificate. Your letter should include the Participant's and the beneficiary's names and Social Security Numbers. MassMutual will notify you if further benefits are payable or contact your TPA for further assistance.

Benefit Estimates

Home Prior to completing the Notice of Death form, the beneficiary may request an estimate of the benefits available under the Plan by completing an Estimate of Benefit Options form. Send the form to MassMutual. We prepare estimates using the current value of the deceased Participant's account and it reflects only the forms of death benefit available under your Plan. Death Benefit Election by Participant

Home Your Plan document may allow a Participant to elect a form of benefit payment to be paid upon the Participant’s death. If this is the case, the Participant may elect the form of benefit at any time during Plan participation. If the Participant makes such a request, ask for it to be put in writing and include the following:

• Participant's name and Social Security Number • Sponsor name and account number (including subscriber and subset number) • Form of benefit • Participant's signature (and spousal consent if required) • Date signed

Death Benefit Options

Home Your Plan may offer several different death benefit options such as a cash payment, direct rollover, annuities, continuation of account, or installments. Once the beneficiary has elected an annuity and payments have started, it cannot be revoked. Also, if the deceased Participant was required to take minimum distributions from the Plan (in other words, has reached the required beginning date), the available distribution options may be affected by RMD rules. Involuntary cashout: If the deceased Participant's account balance is less than the Plan's minimum cashout amount (commonly $5,000 or less), the beneficiary may have no other option but to receive a one-sum cash payment (depending upon the terms of the plan document). If the account balance is more than the minimum cashout amount, the beneficiary may select one of the other available forms of benefits.

Example: Bridget left an account of $6,000 at her death. The Plan's minimum cashout amount is $5,000. She has two beneficiaries -- Brianna, her daughter, and Brendan, her son, who share equally. Individually, they each are entitled to $3,000, but the $5,000 involuntary cashout rule does not apply as the total account balance exceeded $5,000. Brianna and Brendan may elect a form of benefit other than a one-sum cash payment.

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Direct Deposit Home

Installment or annuity payments can be sent directly to a bank account for deposit on the day they are payable. To apply for direct deposit, the beneficiary should complete a Direct Deposit Agreement. Include a voided check or savings deposit slip for verification. Return to MassMutual and allow one month for setting up the electronic direct deposit. Monthly Death Notification Report

Home To help you stay on top of your administrative responsibilities, a monthly Death Notification Report to notify you of death notices we received from the Social Security Administration or through demographic data files if applicable. On a monthly basis, MassMutual will post a Death Notification Report on the Total Retirement Center website under Plan Management – File Transfer- Receive files. If the report is not available on the Total Retirement Center, your Account Manager will provide you with your plan’s report. Additionally, MassMutual will send an email notifying you whenever a new report becomes available. Upon receipt of the email, you can review the report and follow the instructions provided to take action. Actionable items include:

• Process death status changes for participants with zero balances • Process death status changes and apply the expense to balances under the distribution charge

Any participants identified on the report as receiving active installment payments will be stopped as soon as administratively feasible. It is your fiduciary obligation to locate and validate beneficiaries of deceased participants under the plan. This responsibility includes taking action on account balances of deceased participants. The beneficiary information that MassMutual has on record is available to you on the participant website under My Account – Personal Info. How to Handle Participant’s Death Benefit After Payments Start

Home Step One: Determine the benefit currently being paid. The termination or retirement benefit being paid to the Participant prior to death

may or may not have a death benefit payable to a beneficiary or joint annuitant. (Note: If the deceased Participant was required to take minimum distributions from the Plan, the death benefit and available distribution options may be affected by Required Minimum Distribution (RMD) rules.) The following chart reflects each benefit option, its death benefit option (if any), and instructions:

Benefit Option... Death Benefit Option...

One-sum cash payment No death benefit. No further action is required. Installment payments if Participant died before attaining RMD required beginning date

Depending upon the terms of the plan, a beneficiary may elect to leave the account balance in the Plan for five years from the year of death (until December 31 of the fifth year), at which time full distribution must be made. Or they may begin installment payments by December 31 of the year following the year in which the Participant died. Spouse beneficiaries may elect to delay the commencement of installment payments until the year the Participant would have reached their RMD required beginning date. The installment payment period cannot exceed the beneficiary's life expectancy

Installment payments if Participant died after attaining RMD required beginning date

The beneficiary must receive distributions at least as rapidly as the Participant received distributions prior to death. RMD rules will determine the appropriate life expectancy period based on the identify of the beneficiary.

Deferred annuity A beneficiary may elect a Preretirement Survivor Annuity purchased immediately and payable in the future. A one-sum cash payment at a later date will be equal to the account balance at time of purchase, less any expenses, plus interest. Notify MassMutual (Step 3 below) and have the beneficiary complete the appropriate form to submit to MassMutual.

Life annuity No death benefit. Provide written notification to MassMutual of the deceased Participant's death so our records can be adjusted and payment stopped.

Full cash refund annuity Provide written notification to MassMutual (Step 3 below). - If an amount equal to or greater than the purchase price of the annuity

has been paid to the Participant, no death benefit is payable.

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Benefit Option... Death Benefit Option...

- If an amount less than the purchase price of the annuity has been paid to the Participant, the beneficiary will receive a One-Sum Cash Payment equal to the purchase price less any payments.

Life Annuity with 120 stipulated payments Provide written notification to MassMutual (Step 3 below). - If less than 10 years of payments were made to the Participant, the

remaining payments will be made to the beneficiary. - If the beneficiary is the Participant's estate, we must pay the actuarially

calculated value of the annuity to the estate in the form of a cash payment.

- If 10 or more years of payments were made to the Participant, no death benefit is payable.

Joint and Survivor Annuity Provide written notification to MassMutual (Step 3 below). Payments will continue to the joint annuitant based on the annuity election made by the Participant. These payments to the joint annuitant will generally be 100%, 75%, 66 2/3%, or 50% of the payment made to the Participant (as allowed by Plan and elected by Participant).

Step Two: Identify the beneficiary or joint annuitant The joint annuitant is designated on the Action form (through our Retirement

Specialist Group), Notice of Death form, or Benefit Election form (or Notice of Retirement/Disability form, for Plans without the services of our Retirement Specialist Group). The beneficiary may be designated on the Participant New Enrollment form, Beneficiary Designation form, Participant Information Change form, Rollover Statement, or on the participant website.

Step Three: Provide the Death Package of forms to the beneficiary. If a death benefit is payable,

• Provide the beneficiary with the Special Tax Notice (it is not necessary to provide one to the joint annuitant). • Provide the joint annuitant or beneficiary with a Notice of Death form. If there is more than one beneficiary, each

beneficiary should complete Notice of Death form. Note: Before giving the Notice of Death form to the beneficiary or annuitant, you may attach a letter to indicate the choices specifically allowed in your Plan.

Step Four: Submit forms and attachments: After reviewing the Notice of Death form, submit the form to your TPA with the copy of the

death certificate. If the estate of the deceased Participant is the beneficiary, attach a copy of the Testamentary Letters from probate court.

MassMutual will send future checks to the joint annuitants that have a continuing benefit, unless other arrangements have been made. How to Handle Participant's Death Benefit Before Payments Start

Home Step One: If an active, terminated or retired Participant who has deferred his/her distribution dies, follow these steps:

Verify validity of claim: Once you've been notified of the Participant's death: • Obtain and review a copy of the death certificate. • Determine the Participant's beneficiary and current marital status. • Determine if the Participant died before receiving any distributions from their account.

- If benefits did not start, continue with the steps below. - If the Participant was active and receiving required minimum distributions, see Required Minimum Distributions. - If benefits started and a death benefit is allowed, refer to How to Handle Participant's Death Benefit After Payments

Start. Step Two: File a claim:

• Provide the beneficiary with the Special Tax Notice and the Notice of Death form to file a claim for the Participant's death benefit.

• If there are multiple beneficiaries, each should complete a Notice of Death form. • Suggest the beneficiary(ies) consult an accountant or attorney prior to electing an option.

Step Three: Review and submit the form: Submit all forms and a copy of the Participant's death certificate to your TPA. Include the

following documents if applicable. • a Citizenship Statement (and IRS Form W-8BEN) if the beneficiary has an address outside of the U.S.; • a Direct Deposit Agreement if the beneficiary elects an annuity or installment payments and wants the payments sent

directly to a bank or other financial institution; • a Participant New Enrollment form if the beneficiary chooses to continue the account. This account will continue to appear

on financial reports. For expenses and other purposes, it is counted as any other Participant account and a Statement of Account will be provided. Please note: o enter the beneficiary's name on the line for Participant's name. Next to the name, write "surviving beneficiary." o the Beneficiary Designation section must indicate who should receive the account balance if the beneficiary dies. o the investment selection section must be left blank or crossed out. New money can not be contributed to the

account. However, if your Plan allows Participant investment choice, the beneficiary can transfer money between investment options by calling 1-800-743-5274 or accessing the participant website.

Note: If the deceased Participant was required to take minimum distributions from the Plan, the death benefit and available distribution options may be affected by Required Minimum Distribution (RMD) rules.

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• evidence that a guardian has been appointed by the court if a minor beneficiary is to receive a cash benefit. Step Four: Submit Final Contributions: Any contributions previously deducted on behalf of the Participant as well as company

contributions that are due to the Participant should be submitted along with any final loan repayments before submitting the Notice of Death form.

Example: Gary had deferred salary contributions deducted from his paycheck on the first of each month and his employer matched these contributions 100%. Gary died December 5. The employer should send Gary's December 1st deferred salary contributions and the company match contributions to MassMutual before submitting the Notice of Death form.

MassMutual typically handles the requested death benefit no later than five business days after receipt of the form unless state consent is needed to make the distribution (see State Notice & Consent). Any outstanding contributions for the Participant are processed first. MassMutual will then send the following:

• If cash or installment payments: a beneficiary's check and Distribution Confirmation Report (showing the distribution amount with any deductions), or

• If annuity: an annuity certificate. Identifying the Beneficiary

Home The beneficiary is the person or entity selected by the Participant to receive their account balance if they die before the balance of their account has been distributed. The Participant may have also selected a secondary or contingent beneficiary that would generally only be entitled to the death benefit if all primary beneficiaries are deceased. The primary beneficiary is the Participant's beneficiary unless one of the following situations occurs:

If... Then... the married Participant listed someone other than their spouse as the only beneficiary

the non-spouse beneficiary designation may be valid if the spouse consented in writing (on the Participant New Enrollment form, Beneficiary Designation form, or Participant Information Change form) to the different (or additional) beneficiary. If the spouse had not consented, the spouse will be entitled to the death benefit.

the beneficiary is a minor child as defined by State law

payment cannot be made directly to the minor (though they can still be the beneficiary). Evidence must be provided to MassMutual that the minor has a court-appointed legal guardian (e.g., a parent or other person). Payment will be made to the legal guardian For the Benefit Of ("FBO") the minor.

the beneficiary is a trust the trust can be a valid beneficiary if it is irrevocable, valid under state law, has identifiable beneficiaries, and the Plan has a copy of the trust agreement.

the sole beneficiary or one of the beneficiaries has died

depending on the situation and the exact wording of the beneficiary designation: the deceased beneficiary's heirs may or may not share in the death benefit. the Participant's secondary or contingent beneficiary may or may not share in the death benefit. If there is no secondary beneficiary designated (on the Participant New Enrollment form, Beneficiary Designation form, or Participant Information Change form), this situation should be treated as if no beneficiary election has been made.

the location of the beneficiary is unknown a reasonable search must be made. See Missing Participants in the Termination/Retirement section for a sample search method.

there is no beneficiary designated Payment should be made according to plan documents and applicable laws. the Participant divorced or married since the last beneficiary designation

the beneficiary designation may no longer be valid. In the case of a divorce, verify whether or not a plan provision or the divorce decree invalidated the Participant's beneficiary designation.

Joint Annuitant Dies

Home Provide MassMutual or your TPA with written notification of the death of a Participant's joint annuitant (before or after the Participant's death), along with a copy of the joint annuitant's death certificate. The written notification should include the Participant's name and Social Security number. Life Insurance

Home Notify your agent if insurance policies exist on the Participant's life. Proceeds must be paid to MassMutual before the policy can be paid. The policies' proceeds are paid to the Plan. The Plan should then pay the money to the beneficiary designated under the policies.

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Pre-1984 TEFRA Election Home

If an employee was a Participant in your Plan prior to January 1, 1984, they may have made a TEFRA §242(b) Election. This election allowed the Participant to designate a death benefit option allowed under pre-TEFRA law. Such a written designation should have been retained in your files. Review the designation periodically to ensure that survivor benefit requirements are met. Enclose a copy of this designation form to MassMutual along with the Notice of Death form. Required Minimum Distributions

Home If the deceased Participant was required to take minimum distributions from the Plan, the death benefit will be affected by any Required Minimum Distribution (RMD) for the year of death. The beneficiary will generally receive a check for the RMD as well as any elected benefits. If the deceased Participant’s account is not distributed immediately, the RMD rules will continue to affect the account and available distribution options. The Instructions for Completing the Notice of Death provides details regarding the impacts of minimum distributions on death benefits. Self-Directed Brokerage Account

Home If the deceased Participant had a Self-Directed Brokerage Account, the money in that account must be liquidated (which takes approximately 3 days) and transferred back to the regular Participant account before a benefit can be paid. State Notice & Consent

Home Some states want to be notified of a Participant's death benefit (generally 10 days prior to issuing the check) and/or want to provide consent prior to allowing payment of the death benefit. MassMutual complies with these laws based on the state in which the Participant legally resided at death. Timing of Distribution When Participant Dies Before Benefit Payments Begin

Home If the Participant died before their required beginning date and before they began to receive benefit payments, the time when distribution must begin to be paid to the beneficiary depends on which rule your Plan has elected. It also depends on who is designated as the beneficiary (spouse, non-spouse, or no beneficiary). Your Plan may have elected to pay distributions under the life expectancy rule, the five-year rule, or to let the beneficiary choose between the two. Under the life expectancy rule, distributions will be paid over the beneficiary's life expectancy and must begin by December 31 of the year following the year the Participant died. However, if the surviving spouse is the sole designated beneficiary, distributions may be delayed until the calendar year that the Participant would have attained age 70½, if later. Under the five-year rule, distribution of the entire benefit must be paid to the designated beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant's death. If there is no designated beneficiary as of September 30 of the calendar year following the year of the Participant's death, the entire benefit must be paid as directed in the plan document.

Example: Keisha dies on January 17, 2007, at age 55. Her entire account balance must be distributed by December 31, 2012 to her designated beneficiary, unless installment payments begin by December 31, 2008. If Keisha's beneficiary was her spouse, the account balance can be continued until December 31 of the year Keisha would have attained her RMD required beginning date. Example: Larry died in 2004 at age 65 and designated his brother as sole beneficiary. Since his beneficiary did not begin receiving installment payments by December 31, 2005, the benefit must be completely distributed by December 31 of the fifth anniversary year of his death, which is December 31, 2009. Example: Ari, an unmarried Participant, died in 2005 at age 68. If Ari's beneficiary wants installment payments to extend beyond 5 years, the payments must begin by December 31, 2006.

Vesting

Home At the time of the active Participant's death, they may become 100% vested depending on the terms of the plan document. The beneficiary(ies) will be entitled to a benefit from the entire account balance. This information is available in the Plan document.

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Enrollment & Rehire Amended Plan Years

Home Your Company can amend the Plan to change the plan year. The result is a "short" plan year of less than 12 months. If eligibility service for the second year shifts to the plan year, use the full 12-month plan year period. The result is an overlap in computation periods. Declining Plan Participation

Home A Participant is any eligible active employee who has satisfied the age and service requirements, if any, and reached his/her entry date. An employee may decline to make deferred salary contributions or after-tax contributions in any year and remain a Participant. This election to decline making contributions can be made on a Participant New Enrollment form or on the participant website if your Plan has automatic or electronic enrollment services.

• Automatic Enrollment Contributions: If allowed under the Plan and if they meet the requirements of an Eligible Automatic Contribution Arrangement (“EACA”), Participants who are automatically enrolled may elect to have their deferrals returned and any associated match forfeited within 90 days of their first payroll deducted contribution. Employees opting to have these contributions removed must complete an Automatic Enrollment Permissible Withdrawal Request form and submit it to MassMutual. Participants should also change their salary deferral percentage to zero on a Participant Information Change form or on the participant website.

• Making Company contributions: Eligible non-participating employees may still share in certain Company contributions (e.g.,

qualified nonelective, profit sharing, safe harbor nonelective contributions, forfeiture allocations, or contributions made to satisfy top heavy requirements). If an employee declines to enroll, send us a Participant New Enrollment form for the employee prior to submitting any Company contributions that the employee is eligible to receive. If the employee does not make an investment selection, contributions on the employee’s behalf are invested in the Plan’s default fund.

Determining Breaks in Service

Home There are extra rules to know about breaks in service. Your Plan may have similar provisions protecting Participants who are laid off or incur a break for other reasons. Please check your Plan to determine if a Participant may qualify for credited service. Hours of service: An employee incurs a one-year break in service if they are credited with 500 or fewer hours of service during a consecutive 12-month period. An employee credited with 501 or more hours of service in a 12-month period does not incur a break in service. Elapsed time: If your Plan uses the elapsed time method of crediting service, a one-year break in service is a 12-month period of severance. The period of severance begins on the date of separation from service and ends on the re-employment date, with one exception -- if a Participant quits, retires, or is otherwise discharged after an absence, a break occurs after 12 months from the original absence date.

Example: Rhonda takes a leave of absence on June 1, 2005. She quits 6 months later on December 21. Her period of severance began on the day she quit in December. If Rhonda returns to the Company on May 2, 2006 (less than 12 months from her original June absence date), the entire period of absence is treated as part of her period of service. If Rhonda returns to the Company on July 3, 2006, the period of service after December 21 is not taken into account. A new period of service begins July 3.

Maternity/Paternity Leave: An employee on unpaid maternity or paternity leave must be credited with sufficient service to prevent a break in service.

• Hours of service: Credit service up to 501 hours of service.

• Elapsed time: Credit service up to the second anniversary of the first day of the absence by reason of maternity/paternity. This rule applies to absences due to a employee's pregnancy, the birth of the employee's child, the adoption of a child, and child care immediately following the birth or adoption.

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Determining Eligibility for Clients with Automated Services Home

If you are an Automated Services client, MassMutual determines Participant eligibility based on your Plan's provisions and from data you provide on the Total Retirement Center (TRC). You Provide: a listing of the new employees in the covered group prior to each entry date. We determine:

• Eligibility • Eligibility Date

Employees must satisfy any age and service requirements to participate. Prior to a Participant's plan entry date, we will send customized enrollment material to their homes. Determining Eligibility for Clients without Automated Services

Home Step One: Determine the group of employers covered by your Plan. Your Plan may have multiple participating employers:

Determine the group of employees covered by your Plan. Your Plan document states which employees are covered and for what purpose.

Step Two: If your Plan covers all employees, obtain a listing of the entire workforce. If the Plan has age and/or service restrictions, obtain a list of the covered group that includes age and date of hire for each employee:

If your Plan covers a certain group of employees, obtain a listing, including age and date of hire, of the newly-hired employees in the covered group prior to each entry date.

Step Three: Determine who is eligible: A covered employee may have to satisfy certain age and service requirements before

participating. Step Four: Determine Entry Date: The Plan document specifies entry dates. Once employees have met the age and service

requirements in the plan, covered employees are able to participate as of the entry date specified in the Plan document.

Example: Molly can participate immediately in the Plan for purposes of making deferred salary contributions. For purposes of sharing in a Company profit sharing contribution, she can participate on the first day of the plan year after attaining age 21 and 1 year of service.

Determining Eligibility of Rehired Participants

Home A person may terminate employment for a period of time and later return. There are critical issues to consider when employees are rehired: (1) the employee should resume active participation in the Plan on a timely basis; (2) vesting service should be properly re-credited; and (3) benefit rights should be properly restored. If an employee was not eligible to participate at the time of termination, s/he may have to meet the Plan's eligibility requirements again after returning to employment with your Company, as service before the break in service may not count. If an employee was a Participant at the time of termination, s/he may be eligible to participate in the Plan upon return to employment depending on the Plan document and the Participant's breaks in service. Repayment: Does the Participant want to repay any distribution received at termination of employment? If so, see Handling Repayment of Distribution Back to the Employer's Plan. Your Plan may require repayment prior to restoring forfeitures. Forfeiture restoration: Forfeited nonvested benefits of Participants with less than a five-year break in service should automatically be restored if your Plan does not require repayment. If your Plan does require it, forfeiture restoration occurs after plan year of repayment. (Restoration does not occur after a five-year break in service.)

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Eligibility Exclusions Home

Exclusion of Employees: Some plans exclude certain classes of employees from participation in their plan. The adoption agreement must reflect that these employees are excluded. The plan document and what is done operationally must agree or the plan could be disqualified if employees were prevented from participating when the document did not list the group as an excluded class. The classes of employees most commonly excluded are collectively bargained employees and nonresident alien employees with no U.S. source of income. (Some plans are known as “hourly plans” and the employer’s salaried employees are excluded.) An employee who goes from an excludable class to an eligible class, and who has otherwise met the plan eligibility requirements, will be immediately eligible to enter the plan without having to wait for the next participation entry date. The plan’s adoption agreement describes which classes of employees are eligible to participate in the plan. The 410(b) Treasury regulations explain that Reasonable classifications generally include specified job categories, nature of compensation (i.e., salaried or hourly), geographic location, and similar bona fide business criteria. An enumeration of employees by name or other specific criteria having substantially the same effect as an enumeration by name is not considered a reasonable classification. Section 410(a) of the Internal Revenue Code outlines the minimum age and service requirements a qualified retirement plan may impose. It can require an employee to reach age 21 before becoming eligible to participate in the plan and/or require an employee to complete one year of service the company before becoming eligible to participate. While employees in various classifications may be excluded from a plan, a limiting factor is that the plan must pass the minimum coverage test after these classifications are excluded. This prevents discrimination in favor of highly compensated employees. Part-Time Employees: Part-time employees are not considered a class of employees that can be excluded from participation in a plan. Each part-time employee’s hours must be checked to see if he or she has met the eligibility requirements of the plan. Please note that if your plan’s service requirement is less than one year, it cannot have a minimum hours service requirement. That means all part-time employees, if not excludable for some other reason, would be eligible to participate as soon as they meet the plan’s age and service requirement, regardless of the number of hours the participant worked during that period. Handling Repayment of Distribution Back to the Employer's Plan

Home Distributions made to a Participant that terminated employment and was later rehired (before incurring a five-year break in service) may be repaid by the Participant to his/her account, depending on the terms of the plan. If s/he terminated with 0% vesting, the Participant is considered to have repaid the distribution for purposes of forfeiture restoration. Step One: Notify MassMutual in writing by stating that the distribution had been rolled over and is now being rolled back. Attach a copy

of a current statement from the Trustee of the IRA (or other plan) showing the rollover. If possible, also attach a copy of a Distribution Confirmation.

Note: If the Participant terminated from a recordkeeper other than MassMutual, we will also need:

• the amount of money distributed at termination of employment, and • the date distributed and affected contribution accounts.

Step Two: Attach a check to the letter or form. The Participant should provide you with the repaid amount and you should issue a

Company check, bank check, or money order to MassMutual for the same amount. Do not send personal checks. Send the letter and check to MassMutual Retirement Services, PO Box 219062, Kansas City MO 64121-9062 (or, for Overnight Mail, send to: MassMutual Retirement Services, 430 W 7th St, Kansas City MO 64105). Attach the check to the Participant Re-Enrollment form if your Plan does not have our Automated Services. For Registered Product clients, the check should be issued to "Reliance Trust Company FBO (the Participant's name)" and sent with the letter to MassMutual Retirement Services, PO Box 219062, Kansas City MO 64121-9062.

Rules for Repayment: Amount: Check your plan document to determine which contributions must be repaid, if any Methods for Determining Service

Home Your Plan may allow one of three methods for determining service or may require different methods for different employee groups. In counting service, an "hour of service" means each hour that an employee is:

1. directly or indirectly paid or entitled to payment for the performance of duties, 2. paid without performing duties (e.g., vacation, sick, or military leave), and 3. hours for which back pay is awarded or agreed to.

Actual hours method - Count the actual hours the employee works and is paid. Equivalency method - Determine the number of hours of service to credit based on a period of employment. If the employee has at least one hour of service in the selected period, they are credited with a certain number of hours for that period. Refer to your Plan document for specific equivalencies (for example, 1 day being equivalent to 10 hours). Elapsed Time Method - Track the periods of service without considering the hours completed. After 12 months of service, the Participant receives credit for 1 period of service. If less than 1 period of service is needed for eligibility, the Participant satisfies the requirements after that determined amount of service. For example, if six months of service is required, the employee meets the requirement after being actively employed by the Company for six months.

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A Year of Service is generally defined as a 12-month continuous period during which the employee is credited with 1,000 hours of service (where a plan uses the hours method for crediting service). The first 12-month period for eligibility starts when the employee performs his/her first hour of service for the Company. The second 12-month period is based on the election in your Plan and will be either:

• the employment year, or • the plan year that begins during the first year of employment and overlaps the first and second periods for eligibility.

Example: Andrew starts working on November 15, 2004. The Plan has a calendar plan year and it requires a year of service to join the plan (the second year reverts to the plan year). To determine whether Andrew has a year of service, look at the first 12-month period -- his employment year from 11/15/04 to 11/14/05. If he worked 1,000 hours during this period, he has a year of service. If he does not have 1,000 hours of service, look to the second 12-month period -- the plan year that started during the first year of employment, 1/1/05 to 12/31/05. If Andrew worked 1,000 hours during this period, he has a year of service and can participate on the next entry date. If he still does not have 1,000 hours, look to the next plan year.

Service of Less than One Year: If your Plan has a service requirement of less than one year, an employee may not be required to complete a specified number of hours. At the end of the required time period, the employee is eligible to participate on your Plan's next entry date. Selecting a Beneficiary

Home The terms of the plan document will determine the requirements for naming beneficiaries. Unmarried Participants may select any person as beneficiary. Generally, a married Participant must select his/her spouse. In order for a married Participant to choose a non-spouse beneficiary, the spouse must provide consent on the Participant New Enrollment form, Participant Information Change form, or Beneficiary Designation form. A notary public or the Plan Administrator (or authorized Plan representative) must witness the spouse's signature consenting to the designation.

• Multiple beneficiaries: Participants may elect more than one beneficiary. More complex designations (e.g., Estate or Trust) may require the Participant to consult legal counsel first. Any designations created by legal counsel should be attached to the appropriate form.

• If a married Participant's spouse is deemed legally incompetent to provide consent, the spouse's legal guardian or custodian

may sign for the spouse to consent to the beneficiary. You should keep a copy of the court order awarding custodianship in your records. Do not send it to MassMutual.

• Age 35 re-selection: If the Plan is subject to Qualified Preretirement Survivor Annuity or Qualified Joint and Survivor Annuity rules

(e.g., a money purchase plan or target plan or a plan with transferred assets after 1984 from a defined benefit or money purchase plan), certain timing restrictions may apply. Participants under age 35 who elect a non-spouse beneficiary (with spousal consent) must complete a new beneficiary designation at age 35. The old designation will not be valid.

• Trust as a beneficiary: Although a trust is not a designated beneficiary for minimum distribution purposes, the underlying

beneficiaries of the trust may be treated as designated beneficiaries if the following is met:

- the trust must be valid under state law;

- the trust must be irrevocable upon the Participant's death (it can be revocable while s/he is alive);

- beneficiaries of the trust are identifiable from the trust instrument and a copy of the trust instrument, and any amendments, must be provided to you.

Beneficiary Updates and Recordkeeping

Home MassMutual offers the ability for Participants to maintain beneficiary designations on the Participant website (RetireSmart.com). With this record keeping service, MassMutual maintains the records on behalf of your plan as the official beneficiary record. The following bullets provide information on this service.

• Official Beneficiary Record: To aide Sponsors by relieving the administrative burden of maintaining beneficiary records, the records shall be housed on MassMutual’s record keeping system as the official record. Maintaining records in this central repository mitigates issues that may arise with conflicting records between MassMutual and the Plan Sponsor. While MassMutual is maintaining the record, it is still the Plan Sponsor’s responsibility to approve the beneficiary at time of the participant’s passing.

• Online Beneficiary Elections: In most situations, Participants are able to update both Primary and Contingent Beneficiaries on the Website. The following data elements can be updated: Spouse or Non-Spouse Name, SSN, Date of Birth, Address, Relationship, Percentage. If the change is from a Spouse to a Non-Spouse, the Married Participants electing Non-Spouse section below will be invoked.

o Note: Name, SSN, Relationship, Percentage, and Date of Birth are required data entry fields on the website

• Marital Status: It is important for MassMutual to receive marital status to enable a more efficient beneficiary election process for plan participants. If MassMutual does not have a marital status on record, the participant cannot update their beneficiary elections on the website. The following options are available:

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o The participant completes the beneficiary change form, which is signed by the Plan Sponsor, indicating marital status and the Beneficiary elections (Spousal consent rules apply as applicable)

o The Plan Sponsor completes a Participant change form to update the Participant marital status – which then allows the participant to update their beneficiary elections on the website

o The Plan Sponsor contacts their account representative to update the Marital Status o If the Plan is sending MassMutual demographic data file feeds with Marital Status, the Marital Status should be updated

on the file feed

• Married Participants electing Non-Spouse: If the participant is married and elects a Non-Spouse, the participant will be required to complete a paper-form, available on the website, to obtain Spousal Consent witnessed by the Plan Sponsor or Notary public. The Spousal Consent provided on the form is limited to the specific beneficiary named and any future non-spouse elections will require the spouse’s consent. .Upon completion of the form, it may be submitted directly to MassMutual for loading into our records, and on the website.

• Single Participants: Single participants may elect and maintain all beneficiary information on the website, without the need for completing a form, so long as MassMutual has their marital status as single.

• Beneficiary Elections via Form: The Beneficiary election form is available for Participants whom may not access the website, however, it is strongly encouraged for Plans using this service that Participants are updating beneficiary elections on the website to avoid unnecessary administrative burden on the Plan Sponsor.

o In Good Order Forms: In most cases, a form will be processed with the information provided on the form. If portions of data (e.g. SSN or Date of Birth) are missing, the form will still be processed with the exception of missing name, percentage, and relationship. If any of these elements are missing, the form will be sent back. A participant will be able to update this information on the Participant website. If the form is being used for Spousal Consent purposes and is missing the Plan Sponsor signature, it will not be processed, and instead will be sent back to the Plan Sponsor to provide the missing information and/or signature.

• Viewing Beneficiary Elections: For Plan Sponsors to view Participant beneficiary elections, they must access the Participant

account through the Total Retirement Center. Additionally, they may request through their MassMutual account representative a report of current beneficiary elections for the Plan.

• Bulk Load of Beneficiary Data: If necessary, a Plan Sponsor may request MassMutual to load beneficiary data. To perform this, Plan Sponsors may contact their MassMutual representative for details on file format and data that may be loaded into the record keeping system. Depending upon the request, some data may not be available to bulk-load (e.g. beneficiary addresses). Please consult your MassMutual representative.

• TPA: Passing of a Participant and Beneficiary Approval: Upon notification of a Participant’s passing, MassMutual will inform the Plan Sponsor of this event, and the Plan Sponsor shall be obligated to review/mail the beneficiary packages to the appropriate beneficiary. Please see the section “How to handle a Participant’s death benefit” for more information on this topic.

• Adding or Removing the Online Beneficiary Service: Adding or removing the ability to update beneficiary elections on the website requires an amendment to the services agreement. Please contact your account representative if you choose to make any changes to this service. If the service is removed, the Plan Sponsor is accepting all responsibility to maintain tracking of Beneficiaries, and should not send paper beneficiary change forms to MassMutual.

Starting Payroll Deduction

Home Payroll deduction of any Participant contributions should begin as soon as administratively feasible after the entry date (usually the first payroll period ending after that date). Employees should be enrolled in the Plan before you send in any payroll-deducted contributions. If an employee enrolls who already has an account (due to employer contributions made to eligible but not participating employees), you must provide the employee’s participation date prior to submitting the contribution. Note: The Participant New Enrollment form contains the authorization for payroll deduction. Some states have laws which require written permission from employees before any part of their salary can be withheld. These laws are pre-empted by ERISA, allowing plans to enact automatic enrollment without concern for any state law to the contrary, provided that plans meet two requirements: sponsors provide participants with an annual notice and the default investment is a qualified default investment account.

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Information Security Information Security

Home

1. Forfeiture restoration: The following terms will have the following meanings:

• “PII” includes any and all personally identifiable information of, concerning, or relating to the Plan Sponsor, any employee, plan participant, beneficiary or spouse, which is subject to any of the Security and Privacy Laws and Standards, which MassMutual (or any MassMutual employees or contractors) creates, obtains, receives, learns, stores, maintains, transmits or has access to in connection with the services provided hereunder to Plan Sponsor.

• “Security and Privacy Laws and Standards” includes all applicable federal and state laws, regulations, and rules and

industry standards applicable to PII, including, without limitation, to the same extent applicable to Plan Sponsor with respect to the PII, the Gramm-Leach-Bliley Act and the regulations and rules promulgated thereunder, the Fair and Accurate Credit Transactions Act of 2003, and the regulations, rules, and guidelines thereunder, including without limitation, the Identity Theft Red Flags Final Joint Rules and Guidelines, all other applicable federal and state information security, confidentiality, privacy, and integrity laws, regulations, and rules, including, without limitation, those of Colorado, Florida, Massachusetts, North Carolina, and Rhode Island, and , if applicable, the Payment Card Industry Security Standards.

2. MassMutual shall, and shall cause all MassMutual employees and contractors to, (a) comply with all Security and Privacy Laws and

Standards; and (b) safeguard PII using commercially reasonable administrative, physical, and technical standards that are no less rigorous than the standards by which MassMutual protects its own confidential information or, if greater, as are required by law.

3. MassMutual agrees that MassMutual is fully responsible for the privacy, confidentiality, security, and integrity of PII. MassMutual

represents, warrants, and covenants that it is and shall remain in compliance with all Security and Privacy Laws and Standards applicable to PII, including without limitation, implementing, maintaining, and regularly testing administrative, technical, and physical safeguards for the protection of the confidentiality, security, integrity and privacy of PII and providing appropriate training. To the extent that PII resides on MassMutual’s systems and other storage locations, it may do so only for the express purpose of providing services to Plan Sponsor hereunder. MassMutual agrees that it will not use nor disclose PII for any purpose other than as necessary for the proper performance of its services hereunder, as approved by Plan Sponsor in writing, or as required by law. MassMutual will not give, transfer, assign, sell, resell or otherwise dispose of PII other than to comply with destruction requirements hereunder or in accordance with applicable Security and Privacy Laws and Standards. MassMutual will be responsible for maintaining adequate security and control of any and all IDs, passwords, or any other codes that are issued to it.

4. MassMutual shall notify Plan Sponsor in writing, after MassMutual becomes aware or has reason to know of any security breach,

security incident or compromise of PII or other unauthorized access of PII has occurred. MassMutual shall be deemed to be aware of any such event as of the first day on which such security breach, security incident, compromise or unauthorized access of PII is known or reasonably should have been known by MassMutual or any MassMutual Personnel. MassMutual shall identify each individual whose unsecured PII has been, or is reasonably believed to have been, accessed, acquired, or disclosed during such event. MassMutual shall take (i) prompt corrective action to remedy any security breach, security incident, or compromise or unauthorized access of PII, and (ii) mitigate, to the extent practicable, any harmful effect thereof (and provide Plan Sponsor written notice of such actions).

5. Notwithstanding any other provision of this Agreement, MassMutual agrees that MassMutual shall have responsibility for necessary

and reasonable costs and expenses incurred by Plan Sponsor in connection with any response (including, without limitation, notifications, communications, and/or credit monitoring to the extent MassMutual does not provide those services directly) to any security breach, security incident or compromise or unauthorized access of PII relating to MassMutual as a result of a violation of law or breach of this Agreement by MassMutual, its employees, subcontractors or personnel provided that the Plan Sponsor obtains MassMutual’s prior approval of such costs or expense, such approval not to unreasonably withheld.

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In-Service Withdrawals Hardship Determination

Home Legal Definition: Hardship is defined as a Participant's immediate and heavy financial need that cannot be satisfied with other reasonably available resources. Safe Harbor Method or Facts & Circumstances Method: The rules stated in this section apply to hardship withdrawals of any type of contribution (Participant or Company). Withdrawal of Taxes: Under either method, the Participant can withdraw an extra amount to cover income tax withholding (such as federal income tax withholding, any state income tax withholding and any local income taxes) and the 10% early distribution tax. The Safe Harbor Method: The safe harbor definition of hardship deems the distribution to be for an immediate and heavy financial need only in the following situations:

1) Medical expenses previously incurred by the Participant, spouse, or dependents, or necessary for these persons to obtain medical care (to the extent not reimbursed by insurance) that are deductible under IRC §213(d);

2) Costs directly related to the purchase of a principal residence for the Participant, but excluding mortgage payments (e.g., the

purchase of land to build a home may be considered a direct cost);

3) Payment of tuition and related educational fees (e.g., room and board, textbooks or lab fees) for the next 12 months of post-secondary education of the Participant, spouse, children or dependents;

4) Payments necessary to prevent eviction from or the foreclosure on the Participant’s principal residence.

5) Payments for burial or funeral expenses for the participant's deceased parent, spouse, children or dependents.

6) Expenses for the repair of damage to the participant's principal residence that would qualify for the casualty deduction under IRC §165 (determined without regard to whether the loss exceeds 10% of adjusted gross income).

The Plan may also use a safe harbor test to establish the financial need for the hardship distribution. The distribution is considered to be necessary to satisfy the immediate and heavy financial need if:

• The Participant obtained all available distributions and non-taxable loans from all Company plans;

• The distribution does not exceed the amount of the financial need, and

• The Participant is suspended from making elective deferrals and after-tax contributions to all Company plans for six months (or another period if elected by your Plan) after receiving the hardship withdrawal. A safe harbor 401(k) plan that provides for a matching contribution must use the six-month suspension rule.

The Facts and Circumstances Method: Under this method, whether the employee has an immediate and heavy financial need for the distribution is determined based on all relevant facts and circumstances. A distribution to pay funeral expenses of a family member would constitute an immediate and heavy financial need while a distribution to buy a boat would not qualify. The Plan Administrator should establish nondiscriminatory and objective standards that can be used to determine whether the requested distribution qualifies as a hardship withdrawal. All relevant facts and circumstances need to be considered to determine if the Participant has other reasonably available resources to satisfy the financial need. You cannot approve a hardship request if the Participant has other resources available to the meet the financial need. A Participant's resources include assets of the spouse and minor children with some exceptions.

Example: Luke has requested a hardship withdrawal from his account in the Plan. His vacation home, co-owned with his spouse, is considered to be an available resource when determining his financial need. However, Luke's daughter's mutual fund account under the Uniform Gift to Minors Act is not counted as his resource, nor is an irrevocable trust he established.

The regulations allow you to rely on a Participant's written statement that the financial need cannot be satisfied through any of the following other resources, as long you do not have actual knowledge to the contrary:

1) Reimbursement or compensation by insurance;

2) Liquidation of the Participant's assets;

3) Ceasing elective deferrals or after-tax contributions under the plan;

4) Other distributions or nontaxable loans from plans maintained by the employer or any other employer; or

5) Borrowing from commercial sources on reasonable commercial terms.

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Suspension: If your Plan has our Automated Services, MassMutual monitors the duration of the contribution suspension period. If your Plan does not have Automated Services, you are responsible to monitor the suspension period. Also, if your Plan requires suspension of Company contributions after a hardship withdrawal, these two provisions should be monitored together.

Example: Neal's Plan requires a six-month suspension. Thus, when he obtains a hardship withdrawal of his Company contributions on April 1, 2006, the Plan cannot allow him to make a Deferred Salary contribution or employee after-tax contribution until after October 1, 2006.

How to Initiate a Withdrawal

Home The main purpose of your Plan is to provide Participants with income at retirement. However, during their working life, Participants may need emergency cash. To meet this need, your Plan may allow them to withdraw all or part of their vested money. (Refer to the Plan Design screen on the TRC to determine if your Plan allows in-service withdrawals of different contribution types.) If your Plan allows in-services withdrawals refer to the follow to initiate a withdrawal: Step One: Determine Account Balance: The Participants can receive current account balances by calling 1-800-743-5274 or accessing

the participant website. You may obtain their balances through the TRC. The actual account value is based on the date the withdrawal is posted.

Step Two: Complete Forms: Give Participants the Special Tax Notice, which provides information on tax withholding, and the Withdrawal

Request form. For withdrawals due to financial hardship, provide a Hardship Statement form. Participants should return all completed forms to you.

Step Three: For Hardship Withdrawal, if applicable:

1. Loans: If your Plan allows loans, Participants must request a loan (via 1-800-743-5274 or the participant website) prior to a hardship withdrawal. If you have other Company plans allowing loans, Participants should also request loans from the other plans prior to a withdrawal. The only exception to this requirement is if the loan will increase the participant's level of need. Also, as Plan loan fiduciary, you should consider the propriety of granting the loan if it is reasonably expected that the Participant is unable to repay.

Example: Christine, a Participant in her 401(k) Plan, wants a hardship withdrawal of $20,000 as a down payment toward purchasing a home. Her vested account balance is $30,000. She can receive one-half her vested account as a loan from the Plan ($15,000), and $5,000 is available through a hardship withdrawal.

2. Determine if Qualified Hardship Exists: Your TPA will provide this service to you and calculate the amount available for

Hardship withdrawal.

3. Adjust Payroll: If you grant the hardship withdrawal, remember to have payroll records adjusted to stop further salary deferrals, Roth contributions, and Participant after-tax contributions from this Plan and all other plans maintained by the employer (qualified or non-qualified) for the next six months (or another period if elected by your Plan) if applicable under your plan.

After making the withdrawal, MassMutual sends the check attached to a Distribution Confirmation to the Participant's home unless otherwise requested. The Confirmation shows the total amount withdrawn, the check charge if transaction expenses are deducted from Participants' accounts, the amount of income tax withheld, and the net amount withdrawn. In-Service Withdrawals Compared to Loans

Home

Loans… Withdrawals… Availability Active Participants (unless otherwise elected by

your Plan). Anyone with a vested account balance, except alternate payees, if permitted by Plan prior to normal retirement age.

Amount available Minimum loan amount is established at the Plan level (often $1,000). For information on maximum loan amount, see How to Initiate a Loan.

Up to 100% of vested account if permitted. However, pre-tax contributions cannot be withdrawn prior to age 59½ except in a hardship withdrawal.

Taxable income No (taxable if loan defaults or Participant quits or loses his/her job without repaying loan).

Yes, unless rolled over. If under age 59½, a 10% early distribution tax may apply.

Administration Continuous administration required over the life of the loan or defaulted loan.

No ongoing administration after the withdrawal and withholding are processed and the appropriate tax form is issued.

Administrative charge Generally $125-$150 via 1-800-743-5274 or the participant website.

Generally $40 per check.

Suspension penalty No. Withdrawals and contributions may be suspended as elected by the Plan or established in the Plan document.

Hardship needed Generally no. (Refer to your Plan document.) Yes, if 401(k) contributions can be withdrawn. Account balance Repaid to restore account balance. Withdrawn money cannot be replaced in the Plan. Repayments Yes, repayments (generally by payroll deduction) of

principal and interest for up to five years (after-tax dollars) for non-residential loans.

No.

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Returned Withdrawals Home

After the withdrawal check has been issued to the Participant, you are normally done with this transaction. However, sometimes the purpose for which the Participant took the withdrawal has disappeared and s/he wants to return the money to the Plan. The money cannot be returned to the Plan.

Example: William withdrew money to buy a car and the sale did not go through. William cannot return the money to the Plan. However, he may roll the money to an IRA if 60 days has not elapsed.

Spousal Consent

Home If your Plan is a Money Purchase Pension Plan or another type of Plan subject to strict survivor annuity requirements, the Participant's spouse must consent to the withdrawal as it decreases their future survivor's benefit. Spousal consent must be provided on a Waiver of Qualified Preretirement Survivor Annuity form and the waiver attached to the Withdrawal Request form. Legally, the consent must be in writing, must be given not more than 180 days prior to the withdrawal, must acknowledge the effect of the withdrawal, that the Participant's account balance payable at death is decreased by the amount of the withdrawal, and must be witnessed by you or a notary public. Taxation

Home Special Tax Notice: At least 30 days (but not prior to 180 days) before the withdrawal, you are required to notify a Participant of the withdrawal's tax consequences by providing a Special Tax Notice. The Notice explains the Participant's right to this time period. However, a Participant may waive this time period by completing the Withdrawal Request form, signing it, and submitting it to you. Income and Penalty Tax: MassMutual withholds federal income tax and any applicable state income tax. The withdrawal may also be subject to a 10% early distribution tax if withdrawn prior to attaining age 59½. We do not withhold this tax. We issue an IRS Form 1099-R showing whether the distribution is subject to the 10% early distribution tax (via a distribution code on the form of "1") or whether the distribution was directly rolled over to an IRA (via a distribution code of "G"). Note: There are exceptions where the 10% tax does not apply. For information on exceptions, see the Special Tax Notice. Reporting the Tax: Participants report distributions for income tax purposes on IRS Form 1040. The 10% early distribution tax due is also reported on the Form 1040. Under certain circumstances, they may have to report the 10% early distribution tax on IRS Form 5329 and attach it to the Form 1040. Rollovers: The Special Tax Notice also describes the Participant's right to have the in-service withdrawal payment rolled over except for amounts withdrawn due to hardship. At the Participant's request, we can either issue the rollover-eligible distribution check to:

• the financial institution of the IRA to which the payment will be rolled (direct rollover). For example: John, an active Participant, requests a direct rollover to his IRA with ABC Bank. John will receive a check issued to "ABC Bank FBO Individual Retirement Account of John Doe."

OR the Participant. If the check is payable to the Participant, 20% federal income tax withholding will have been withheld, along with any applicable state income tax withholding. Generally, the Participant can either keep the cash or deposit it within 60 days to an IRA (indirect rollover). If the Participant deposits the distribution as an indirect rollover, the withheld amount can be restored by the Participant and also deposited. Timing

Home We normally make withdrawals no later than five business days after receipt of the Withdrawal Request form. If the form is missing any required information, the withdrawal is delayed until the information is obtained. In addition, if we have received any contributions, they are processed first, possibly causing a delay in making the withdrawal. Note: The withdrawal may also be delayed if the Participant has a Self-Directed Brokerage Account (SDBA). The Participant cannot withdraw directly from the SDBA; s/he must liquidate assets in the SDBA (typically 3 business days) and transfer them back into his/her MassMutual investments before the withdrawal can be made. The withdrawal may also be delayed if it is coming from a 403(b) plan that has assets held outside of MassMutual. We will only process distributions from the assets held at MassMutual. There may be additional administrative responsibilities for the Plan Administrator in these situations.

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Withdrawal Fee and Income Tax Withholding Home

The requested withdrawal amount is reduced by:

1) Administrative Fee: an administrative fee for each check issued, unless your Company pays expenses. 2) Withholding for Non-Hardship Withdrawal: the mandatory 20% federal income tax withholding unless this taxable amount is

directly rolled over or withdrawn due to hardship. The withdrawal may also be subject to state income tax withholding. 3) Withholding for Hardship Withdrawal: are subject to 10% federal income tax withholding unless the Participant elects not to have

withholding apply. The withdrawal cannot be rolled over. Note: Roth earnings on Roth contributions may be subject to taxation as a hardship is not a qualified distribution.

Example: Brian obtained a non-hardship withdrawal of $8,000 on April 1. The withdrawal is eligible to be directly rolled over. If not rolled over, it is subject to mandatory 20% federal income tax withholding of $1,600 ($8,000 x 20%). If the withdrawal is due to hardship, it cannot be rolled over and Brian may choose either no withholding on that amount or withholding of $800 ($8,000 x 10%). Whether or not the payment is due to hardship, it may also be subject to state income tax withholding; in this example, Brian lives in a state without state income tax withholding. Brian may elect on the Withdrawal Request form to have the gross amount or the net amount withdrawn. If he elects the gross amount, the total distributed from his account is $8,000. The check Brian receives is for $6,400 ($8,000 - $1,600 withholding) if a non-hardship withdrawal or $7,200 ($8,000 - $800 withholding) if a hardship withdrawal. If Brian elects the net amount, his check is for $8,000 and an additional withholding amount (either the $1,600 or $800) is withdrawn from the account for federal income tax withholding. The total distributed from his account is $9,600 (for a non-hardship withdrawal) or $8,800 (for a hardship withdrawal). In addition, for either election, a check charge is deducted from Brian’s account if his Plan elected to deduct Participant Activity Charges, such as check charges, from Participants’ accounts.

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Investment Information Account for Outside Investment Option

Home The following describes the services that will be provided for each Outside Investment Option. Definitions: • Outside Investment Option: An Outside Investment Option specified by the Sponsor for which MassMutual has determined it can

provide recordkeeping services. • Custodian: Reliance Trust Company, or such other custodian as designated by MassMutual and appointed by the Plan Sponsor. • Custody Agreement: The agreement between the, Custodian and Plan Sponsor providing for the custody of the Outside Investment

Option. Operation: MassMutual will report the value of the Outside Investment Option on a daily basis to the Participants, which will be equal to the “Market Value,” as defined below, of the assets of the Outside Investment Option divided by the number of units in the Outside Investment Option (“Unit Value”). The Market Value is determined by computing the value of the Outside Investment Option plus cash and accrued investment income on the valuation date, as indicated below, and deducting total liabilities and any outside custodial service provider fee. If the value of any investment is not readily determinable, it will be valued by the Custodian using accepted practices and applicable laws and regulations. Deposits: All contribution files will be provided to MassMutual with ACH, wires, or checks remitted based on the instructions provided to you. Contributions will be invested based on the investment instructions that are in effect at the time the contribution is processed by MassMutual. Disbursements: Disbursements will be permitted pursuant to the terms of the Plan, including disbursements for Participant benefit payments and, to the extent permitted by the Plan, for Employer or Participant directed transfers among the other investment options under the Plan. In the event that the Custodian will not be able to timely liquidate the underlying securities of the Outside Investment Option to process a disbursement request, MassMutual will make an interest free, unsecured loan to the Plan to permit the processing of the disbursement, which loan will be repaid at such time as the Custodian is able to liquidate the underlying securities and transfer the amount of the requested disbursement to MassMutual. In the event the Custodian will not be able to liquidate the underlying securities for a period in excess of 60 days, a written loan agreement will be entered into by the parties that contains all material terms of such loan. Processing Timing: The Outside Investment Option manager has entered into an “As of Trading Agreement” with MassMutual. Transactions within the Outside Investment Option (purchases and sales) will be processed by the Custodian as frequently as daily based on the standard practices of MassMutual and the Custodian. If the agreement is terminated, processing activity will be frozen until an alternative service structure can be established. Reconciliation: MassMutual will report to the Custodian the daily activity in the Outside Investment Option. The Custodian will provide MassMutual with daily reporting on the value of the Outside Investment Option’s assets. With this information MassMutual will on a daily basis reconcile MassMutual’s participant records with the Custodian’s value of the Outside Investment Option’s assets. Expenses (With Annual Fee): Annual fees may be billed to the Plan Sponsor or deducted from the Unit Value of the Fund for the maintenance of the Outside Investment Option. Any transaction fees related to the operation of the Outside Investment Option will be deducted from the Unit Value of the Outside Investment Option. The Asset Charge, as defined in the Contract, may be applied to 100% of the Plan assets or the Asset Charge may be applied to those assets held under the Contract. Expenses (Without Annual Fee): Any transaction fees related to the operation of the Outside Investment Option will be deducted from the Unit Value of the Outside Investment Option. Management Fees: In connection with Plan-related business, MassMutual has entered into arrangements with one or more distributors of, or investment advisors to, investment fund families pursuant to which MassMutual will make certain of these funds available for investment by the Plan. MassMutual periodically reviews each such mutual fund family to determine whether to continue to offer such funds, and reserves the right to add or remove such funds made available to the Plan. As part of MassMutual’s arrangements with the investment manager, MassMutual may provide shareholder services to, and receive fees from, some of the funds in which Plan assets are invested. The shareholder services may include investment fund recordkeeping and accounting services in connection with the Plan’s purchase or sale of shares, processing investment fund sales and redemption transactions involving the Plan. As compensation for such shareholder services, MassMutual receives fees from such funds in accordance with the Prospectus. These fees are reflected on the ERISA 408(b)(2) disclosure you receive from MassMutual.

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Amendment: In the event of a change in Plan operation or administrative procedures or the adoption of a Plan amendment, any of which adversely affect MassMutual’s ability to administer the Outside Investment Option, MassMutual reserves the right to amend, modify, or rescind any or all parts of this section of the Administrative Services Agreement. Accounting for the Asset Allocation Investment Option

Home The following describes the services that will be provided for the Asset Allocation Investment Option. Definitions: • Asset Allocation Investment Option: A Blended Fund specified by the Sponsor for which MassMutual has determined it can provide

recordkeeping services. • Custodian: Reliance Trust Company, or such other custodian as designated by MassMutual and appointed by the Plan Sponsor. Operation: MassMutual will report the value of the Asset Allocation Investment Option on a daily basis to the Participants which will be equal to the “Market Value,” as defined below, of the assets of the Asset Allocation Investment Option, divided by the number of units in the Asset Allocation Investment Option (“Unit Value”). The Market Value is determined by computing the value of the securities in the Asset Allocation Investment Option based on the closing price of securities on each day that the New York Stock Exchange is open for business (a “Business Day”), plus cash and accrued investment income on the valuation date, as indicated below, and deducting total liabilities including accrues liabilities and any outside custodial service provider fee. If the value of any investment is not readily determinable, it will be valued by the Custodian using accepted practices and applicable laws and regulations. Deposits: All contribution files will be provided to MassMutual with ACH, wires, or checks remitted based on the instructions provided to you. Contributions will be invested based on the investment instructions that are in effect at the time the contribution is processed by MassMutual. Disbursements: Disbursements will be permitted pursuant to the terms of the Plan, including disbursements for Participant benefit payments and, to the extent permitted by the Plan, for Employer or Participant directed transfers among the other investment options under the Plan. In the event that the Custodian will not be able to timely liquidate the underlying securities of the Asset Allocation Investment Option to process a disbursement request, MassMutual will make an interest free, unsecured loan to the Plan to permit the processing of the disbursement, which loan will be repaid at such time as the Custodian is able to liquidate the underlying securities and transfer the amount of the requested disbursement to MassMutual. In the event the Custodian will not be able to liquidate the underlying securities for a period in excess of 60 days, a written loan agreement will be entered into by the parties that contains all material terms of such loan. Processing Timing: The investment fund manager(s) of the underlying components of the Asset Allocation Investment Option has entered into an “As of Trading Agreement” with MassMutual. Transactions within the Asset Allocation Investment Option (purchases or sales) will be processed by the Custodian based on the standard practices of MassMutual and the Custodian. If the agreement is terminated, processing activity will be frozen until an alternative service structure can be established. Reconciliation: MassMutual will report to the Custodian the daily activity in the Asset Allocation Investment Option. The Custodian will provide MassMutual with daily reporting on the value of the Asset Allocation Investment Option’s assets. With this information MassMutual will on a daily basis reconcile MassMutual’s participant records with the Custodian’s value of the Asset Allocation Investment Option’s assets. Management Fees: In connection with Plan-related business, MassMutual has entered into arrangements with one or more distributors of, or investment advisors to, investment fund families pursuant to which MassMutual will make certain of these funds available for investment by the Plan. MassMutual periodically reviews each such mutual fund family to determine whether to continue to offer such funds, and reserves the right to add or remove such funds made available to the Plan. As part of MassMutual’s arrangements with the investment manager, MassMutual may provide shareholder services to, and receive fees from, some of the funds in which Plan assets are invested. The shareholder services may include investment fund recordkeeping and accounting services in connection with the Plan’s purchase or sale of shares, processing investment fund sales and redemption transactions involving the Plan. As compensation for such shareholder services, MassMutual receives fees from such funds in accordance with the Prospectus. These fees are reflected on the 408(b)(2) disclosure you receive from MassMutual. Liquidation Value Adjustment: If the Guaranteed Interest Account is a component of the Asset Allocation Investment Option, then the liquidation value adjustment will be applied to the Guaranteed Interest Account investment in the manner and under the circumstances set forth in the Contract. Amendment: In the event of a change in Plan operation or administrative procedures or the adoption of a Plan amendment, any of which adversely affect MassMutual’s ability to administer the Asset Allocation Investment Option, MassMutual reserves the right to modify its administration of the Asset Allocation Investment Option.

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Accounting for the Blended Cash Component Investment Option Home

The following describes the services that will be provided for a Plan investment option with a Cash Component. Definitions: • Cash Component: A component of the Investment Fund which will be invested in the Fidelity Government Portfolio (FRGXX) or such

other short-term investment product selected by MassMutual. In the event MassMutual determines that it is necessary or appropriate to replace the Fidelity Government Portfolio, MassMutual will provide the Plan fiduciary with advance notice of the change to the Cash Component; any change to the fees paid to MassMutual by the replacement investment product; the effective date of the change to the Cash Component; and the right of the Plan fiduciary to terminate the Employer Stock Investment Option if it does not consent to the proposed change. Further, the notice will reiterate that the Plan fiduciary’s failure to object will be treated as consent to the proposed change at the conclusion of the notice period.

• Outside Component: A component of the Investment Fund invested in the Outside Fund specified by the Sponsor for which

MassMutual has determined that it can provide recordkeeping services. • Investment Fund: An investment fund composed of the Cash Component and the Outside Component. • Custodian: Reliance Trust Company, or such other custodian as designated by MassMutual and appointed by the Plan Sponsor. • Custody Agreement: The agreement between the Custodian and Plan Sponsor providing for the custody of the Investment Fund. • Cash Component Target: The target percentage or dollar amount for the Cash Component as specified by the Sponsor subject to

MassMutual’s determination that it can administer such cash component target. • Cash Component Range: The target range for the Cash Component of the Investment Fund shall be between either a certain

percentage of the Investment Fund or dollar amounts determined by the Sponsor subject to MassMutual’s determination that it can administer such Cash Component Range.

Operation: • At the Participant level, a single Investment Fund will be reported by MassMutual. The investment results and cash flow of the

Outside Component and the Cash Component will be blended for the purpose of reporting the investment return and value of the Investment Fund on a daily basis. MassMutual will report the value of the Investment Fund on a daily basis to the Participants, which. will be equal to the “Market Value,” as defined below, of the assets of the Investment Fund, divided by the number of units in the Investment Fund (“Unit Value”). The Market Value is determined by computing the value of the securities in the Investment Fund based on the closing price of securities on each day that the New York Stock Exchange is open for business (a “Business Day”) plus cash and accrued investment income on the valuation date, as indicated below, and deducting total liabilities, including accrued liabilities and any outside custodial service provider fee. If the value of any investment is not readily determinable, it will be valued by the Custodian using accepted practices and applicable laws and regulations.

• The Cash Component is maintained in order to provide access to liquid funds for the purpose of processing Participant activity in

the Investment Fund. As instructed by the Plan Sponsor, MassMutual will monitor the Investment Fund to maintain a cash position within the Cash Component Range. At the beginning of each Business Day, the activity and cash flow for the Investment Fund for the previous Business Day will be reviewed. If the value of the Cash Component is below the Cash Component Range, MassMutual will direct the Custodian to transfer assets from the Outside Component to the Cash Component to return the Cash Component to the Cash Component Target. If the value of the Cash Component is above the Cash Component Range, MassMutual will direct the Custodian to transfer assets from the Cash Component to the Outside Component to return the Cash Component to the Cash Component Target. In the event that the assets of the Outside Component cannot be liquidated, the Cash Component will not be returned to the Cash Component Target until the Plan Sponsor is able to arrange for the transfer of assets from the Outside Component to the Cash Component.

Deposits: All contribution files will be provided to MassMutual with ACH, wires, or checks remitted based on the instructions provided to you. Contributions will be invested based on the investment instructions that are in effect at the time the contribution is processed by MassMutual. Disbursements: Disbursements will be permitted pursuant to the terms of the Plan, including disbursements for Participant benefit payments and, to the extent permitted by the Plan, for Employer or Participant directed transfers among the other investment options under the Plan. In the event that the Cash Component is insufficient to process a disbursement request, MassMutual will make an interest free, unsecured loan to the Plan to permit the processing of the disbursement, which loan will be repaid at such time as the Custodian is able to liquidate the underlying securities of the Blended Cash Component Investment Option and transfer the amount of the requested disbursement to MassMutual. In the event the Custodian will not be able to liquidate the underlying securities for a period in excess of 60 days, a written loan agreement will be entered into by the parties that contains all material terms of such loan. In the event that the Cash Component is insufficient to process a disbursement request and MassMutual determines that the underlying securities of the Blended Cash Component Investment Option are illiquid (frozen for all activity), then any activity processed from such investment will be reversed. The custodian and recordkeepers will make each other whole depending on the activity type and MassMutual will work with the client/participant to recover any losses. Transfer Restrictions: The Investment Fund will be subject to the restrictions in accordance with the Prospectus. Processing Timing: This agreement will provide for the daily purchase and sale of investments by the Custodian based the standard practices of MassMutual and the Custodian. The timing of the purchase or sale will be based on the standard practices of the Custodian. If the agreement is terminated, processing activity will be frozen until an alternative service structure can be established.

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Reconciliation: MassMutual will report to the Custodian the daily activity in the Investment Fund. The Custodian will provide MassMutual with daily reporting on the value of the Investments Fund’s assets. With this information MassMutual will on a daily basis reconcile MassMutual’s participant records with the Custodian’s value of the Investment Fund’s assets. Expenses (With Annual Fee): Annual fees may be billed to the Plan Sponsor or deducted from the Unit Value of the Fund for the maintenance of the Outside Investment Fund. Any transaction fees related to the operation of the Outside Investment Fund will be deducted from the Unit Value of the Outside Investment Fund. The Asset Charge, as defined in the Contract, may be applied to 100% of the Plan assets or the Asset Charge may be applied to those assets held under the Contract. Expenses (Without Annual Fee): Any transaction fees related to the operation of the Outside Investment Fund will be deducted from the Unit Value of the Outside Investment Fund. Management Fees: In connection with Plan-related business, MassMutual has entered into arrangements with one or more distributors of, or investment advisors to, investment fund families pursuant to which MassMutual will make certain of these funds available for investment by the Plan. MassMutual periodically reviews each such mutual fund family to determine whether to continue to offer such funds, and reserves the right to add or remove such funds made available to the Plan. As part of MassMutual’s arrangements with the investment manager, MassMutual may provide shareholder services to, and receive fees from, some of the funds in which Plan assets are invested. The shareholder services may include investment fund recordkeeping and accounting services in connection with the Plan’s purchase or sale of shares, processing investment fund sales and redemption transactions involving the Plan. As compensation for such shareholder services, MassMutual receives fees from such funds in accordance with the Prospectus. These fees are reflected on the 408(b)(2) disclosure you receive from MassMutual. Amendment: In the event of a change in Plan operation or administrative procedures or the adoption of a Plan amendment, any of which adversely affect MassMutual’s ability to administer the Blended Cash Component Investment Option, MassMutual reserves the right to modify its administration of the Blended Cash Component Investment Option. Accounting for the Blended Stable Value Investment Option

Home The following describes the services that will be provided for the Blended Stable Value Investment Option. Definitions: • MassMutual Component: A component of the Blended Stable Value Investment Option invested in the MassMutual stable value

fund specified by the Sponsor for which MassMutual has determined it can provide recordkeeping services. • Outside Component: A component of the Blended Stable Value Investment Option invested in the Outside Stable Value Investment

Option specified by the Sponsor for which MassMutual has determined it can provide recordkeeping services. • Blended Stable Value Investment Option: A blended stable value investment option composed of the MassMutual Component and

the Outside Component. • Custodian: Reliance Trust Company, or such other custodian as designated by MassMutual and as appointed by the Plan Sponsor. • Custody Agreement: The agreement between the Custodian and the Plan Sponsor providing for the custody of the MassMutual

Component and the Outside Component. Operation: MassMutual will report the value of the Blended Stable Value Investment Option on a daily basis to the Participants which will be equal to the “Market Value,” as defined below, of the assets of the Blended Stable Value Investment Option, divided by the number of units in the Blended Stable Value Investment Option (“Unit Value”). The Market Value is determined by computing the value of the securities in the Blended Stable Value Investment Option based on the closing price on each day the New York Stock Exchange is open for business (a “Business Day”) plus cash and accrued investment income on the valuation date, as indicated below, and deducting total liabilities including accrued liabilities and any outside custodial service provider fee. If the value of any investment is not readily determinable, it will be valued by the Custodian using accepted practices and applicable laws and regulations. Deposits: All contribution files will be provided to MassMutual with ACH, wires, or checks remitted based on the instructions provided to you. Contributions will be invested based on the investment instructions that are in effect at the time the contribution is processed by MassMutual. Disbursements, Deposits and Transfers: Disbursements will be permitted pursuant to the terms of the Plan, including disbursements for Participant benefit payments and, to the extent permitted by the Plan, for Employer or Participant directed transfers among the other investment options under the Plan. In the event that the Custodian will not be able to timely liquidate the underlying securities of the Blended Stable Value Investment Option to process a disbursement request, MassMutual will make an interest free, unsecured loan to the Plan to permit the processing of the disbursement, which loan will be repaid at such time as the Custodian is able to liquidate the underlying securities and transfer the amount of the requested disbursement to MassMutual. In the event the Custodian will not be able to liquidate the underlying securities for a period in excess of 60 days, a written loan agreement will be entered into by the parties that contains all material terms of such loan. Transfer Restrictions: The Investment Fund will be subject to restrictions in accordance with the Prospectus.

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Processing Timing: Transactions within the Blended Stable Value Investment Option (purchases or sales) will be processed by the Custodian as frequently as daily based on the standard practices of MassMutual and the Custodian. If the agreement is terminated, processing activity will be frozen until an alternative service structure can be established. Reconciliation: MassMutual will report to the Custodian the daily activity in the Blended Stable Value Investment Option. The Custodian will provide MassMutual with daily reporting on the value of the Blended Stable Value Investment Option’s assets. With this information MassMutual will on a daily basis reconcile MassMutual’s participant records with the Custodian’s value of the Blended Stable Value Investment Option. Periodic Adjustment: It may be necessary to adjust the Blended Stable Value Investment Option component balances for various reasons on a quarterly basis, i.e. outside expenses, difference in the methods of daily interest calculations. The balance for participants invested in the Blended Stable Value Investment Option as of the date of the adjustment will reflect the impact of the “adjustment” by a change in the Unit Value of the Blended Stable Value Investment Option. Expenses (With Annual Fee): Annual fees may be billed to the Plan Sponsor or deducted from the Unit Value of the Fund for the maintenance of the Outside Investment fund. Any transaction fees related to the operation of the Outside Investment Fund will be deducted from the Unit Value of the Outside Investment Fund. The Asset Charge, as defined in the Contract, may be applied to 100% of the Plan assets or The Asset Charge may be applied to those assets held under the Contract. Expenses (Without Annual Fee): Any transaction fees related to the operation of the Outside Investment Fund will be deducted from the Unit Value of the Outside Investment Fund. Management Fees: In connection with Plan-related business, MassMutual has entered into arrangements with one or more distributors of, or investment advisors to, investment fund families pursuant to which MassMutual will make certain of these funds available for investment by the Plan. MassMutual periodically reviews each such mutual fund family to determine whether to continue to offer such funds, and reserves the right to add or remove such funds made available to the Plan. As part of MassMutual’s arrangements with the investment manager, MassMutual may provide shareholder services to, and receive fees from, some of the funds in which Plan assets are invested. The shareholder services may include investment fund recordkeeping and accounting services in connection with the Plan’s purchase or sale of shares, processing investment fund sales and redemption transactions involving the Plan. As compensation for such shareholder services, MassMutual receives fees from such funds in accordance with the Prospectus. These fees are reflected on the 408(b)(2) disclosure you receive from MassMutual. Amendment: In the event of a change in Plan operation or administrative procedures or the adoption of a Plan amendment, any of which adversely affect MassMutual’s ability to administer the Blended Stable Value Investment Option, MassMutual reserves the right to modify its administration of the Blended Stable Value Investment Option. Accounting for the Employer Stock Investment Option

Home The following describes the services that will be provided for the Employer Stock Investment Option. Definitions: • Cash Component: A component of the Employer Stock Investment Option which will be invested in the Fidelity Government Portfolio

(FRGXX) or such other short-term investment product selected by MassMutual. In the event MassMutual determines that it is necessary or appropriate to replace the Fidelity Government Portfolio, MassMutual will provide the Plan fiduciary with advance notice of the change to the Cash Component; any change to the fees paid to MassMutual by the replacement investment product; the effective date of the change to the Cash Component; and the right of the Plan fiduciary to terminate the Employer Stock Investment Option if it does not consent to the proposed change. Further, the notice will reiterate that the Plan fiduciary’s failure to object will be treated as consent to the proposed change at the conclusion of the notice period.

• Employer Stock Component: A component of the Employer Stock Investment Option invested in shares of the employer stock

specified by the Plan Sponsor for which MassMutual has determined it can provide recordkeeping services. • Employer Stock Investment Option: A Plan investment option composed of the Cash Component and the Employer Stock

Component. • Custody Agreement: The agreement between the Custodian and Plan Sponsor providing for the custody of the Employer Stock. • Custodian: Reliance Trust Company, or such other custodian as designated by MassMutual and as appointed by the Plan Sponsor. • Cash Component Target: The target percentage or dollar amount for the Cash Component determined by the Plan Sponsor and set

forth in the Services Agreement subject to MassMutual’s determination that it can administer such Cash Component Target. • Cash Component Range: The target range for the Cash Component of the Employer Stock Fund shall be between percentages or

dollar amounts determined by the Sponsor and set forth in the Services Agreement, subject to MassMutual’s determination that it can administer such Cash Component Range.

Operation: At the Participant level, a single Employer Stock Fund will be reported by MassMutual. The investment results and cash flow of the Outside Component and Cash Component will be blended for the purpose of reporting the investment return and value of the Employer Stock Fund on a daily basis.

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Units and Unit Value: • The value of the Employer Stock Investment Option will be reported in units. Contributions and transfers into the Employer Stock

Investment Option will increase the number of units; withdrawals and transfers out of the Employer Stock Investment Option will decrease the number of units. The “Unit Value” is determined by dividing the total market value of the Plan’s Employer Stock Investment Option by the number of units held by participants. The Unit Value changes daily, in accordance with the fluctuations in the total market value of the employer stock held in the Plan’s Employer Stock Investment Option. The “Market Value” is determined by computing the value of the total assets held in the Employer Stock Component and the value of the total assets held in the Cash Component and accrued investment income on a valuation date, as indicated below, and deducting total liabilities, including accrued liabilities and any outside custodial service provider fee. The value is based on the closing price of securities on the valuation date. If the value of any investment is not readily determinable, it will be valued by the Custodian using accepted practices and applicable laws and regulations.

• The initial unit value of the Employer Stock Fund shall be 10.000 units, which then rises or falls as the Stock Fund’s value rise or

falls. The balance in the fund is equal to the number of units in the account multiplied by the Fund’s Unit Value. Cash Component for Liquidity: • The Employer Stock Investment Option has a certain percentage invested in cash. The Cash Component provides liquidity in the

Plan’s Employer Stock Investment Option. Liquidity is important because employees who invest in the Plan’s Employer Stock Investment Option may, on any given day, withdraw their balance or transfer into or out of the investment option. Without a Cash Component, each investment into or withdrawal from the Employer Stock Investment Option would necessitate the purchase or sale of the employer stock resulting in substantial fees charged to the Plan, and indirectly, to each participant’s account. The Cash Component avoids excessive trading and the resulting high fees.

• The Custodian assists MassMutual in maintaining the cash component. As directed by the Plan Sponsor, MassMutual will monitor

the Cash Component to maintain a cash position within the Target Range. At the beginning of each business day, the activity and cash flow for the Employer Stock Investment Option for the previous business day will be reviewed by MassMutual. If the value of the Cash Component is below the Cash Component Range, MassMutual will direct the Custodian to sell assets from the Employer Stock Component and transfer the proceeds to the Cash Component to return the Cash Component to the Cash Component Range. If the value of the Cash Component is above the Cash Component Range, MassMutual will direct the Custodian to purchase shares of the employer stock with cash from the Cash Component to return the Cash Component to the Target Percentage.

Proportional Share Accounting: MassMutual’s recordkeeping system uses units to track a participant’s account balance invested in the Employer Stock Investment Option. MassMutual will convert those units into a proportional number of shares and cash for the participant statements. The participant statements will show the equivalent shares, cash, and share value, in addition to the number of units in the account, Unit Value, and account value. Deposits: All contribution files will be provided to MassMutual with ACH, wires, or checks remitted based on the instructions provided to you. Contributions will be invested based on the investment instructions that are in effect at the time the contribution is processed by MassMutual. Disbursements: Disbursements will be permitted pursuant to the terms of the Plan, including disbursements for Participant benefit payments and, to the extent permitted by the Plan, for Employer or Participant directed transfers among the other investment options under the Plan. In the event that the Cash Component is insufficient and the Custodian will not be able to timely liquidate the underlying securities of the Employer Stock Investment Option to process a disbursement request, MassMutual will make an interest free, unsecured loan to the Plan to permit the processing of the disbursement, which loan will be repaid at such time as the Custodian is able to liquidate the underlying securities of the Employer Stock Investment Option and transfer the amount of the requested disbursement to MassMutual. In the event the Custodian will not be able to liquidate the underlying securities for a period in excess of 60 days, a written loan agreement will be entered into by the parties that contains all material terms of such loan. Processing Timing: Transactions within the Employer Stock Investment Option (purchases or sales) will be processed by the Custodian as frequently as daily based on the standard practices of MassMutual and the Custodian. If the agreement is terminated, processing activity will be frozen until an alternative service structure can be established. In-Kind Distributions: In-Kind Distributions may be permitted. The cost of the employer stock is kept at the Plan or Participant level as determined by the Plan Sponsor. Disclosure: The Plan Sponsor will be responsible for the production and distribution of the Prospectus to the Plan Participants and submission of Form S-8 to the Securities and Exchange Commission. Transfer Restrictions: The Employer Stock Fund will be subject to restrictions in accordance with the Prospectus. Reconciliation: MassMutual will report to the Custodian the daily activity in the Employer Stock Fund. The Custodian will provide MassMutual with daily reporting on the value of the Employer Stock Fund’s assets. With this information MassMutual will on a daily basis reconcile MassMutual’s participant records with the Custodian’s value of the Employer Stock Fund’s assets. Expenses (With Annual Fee): Annual fees may be billed to the Plan Sponsor or deducted from the Unit Value of the Fund for the maintenance of the Employer Stock Investment Option. Any transaction fees related to the operation of the Employer Stock Investment Option will be deducted from the Unit Value of the Employer Stock Investment Option. The Asset Charge, as defined in the Contract, may be applied to 100% of the Plan assets or The Asset Charge may be applied to those assets held under the Contract. Expenses (Without Annual Fee): Any transaction fees related to the operation of the Employer Stock Investment Option will be deducted from the Unit Value of the Employer Stock Investment Option. Management Fees: In connection with Plan-related business, MassMutual has entered into arrangements with one or more distributors of, or investment advisors to, investment fund families pursuant to which MassMutual will make certain of these funds available for investment by

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the Plan. MassMutual periodically reviews each such mutual fund family to determine whether to continue to offer such funds, and reserves the right to add or remove such funds made available to the Plan. As part of MassMutual’s arrangements with the investment manager, MassMutual may provide shareholder services to, and receive fees from, some of the funds in which Plan assets are invested. The shareholder services may include investment fund recordkeeping and accounting services in connection with the Plan’s purchase or sale of shares, processing investment fund sales and redemption transactions involving the Plan. As compensation for such shareholder services, MassMutual receives fees from such funds in accordance with the Prospectus. These fees are reflected on the ERISA 408(b)(2) disclosure you receive from MassMutual.

Amendment: In the event of a change in Plan operation or administrative procedures or the adoption of a Plan amendment, any of which adversely affect MassMutual’s ability to administer the Employer Stock Investment Option, MassMutual reserves the right to modify its administration of the Employer Stock Investment Option. Thinly-Traded Stock: Shares of employer stock are considered to be thinly-traded when share of the employer stock are exchanged in low volumes and often have limited numbers of interested buyers which can lead to volatile changes in price when a transaction does occur. As a result, transactions by participants holding such interests have a greater impact on the overall value of the Employer Stock Component. Participants with a large ownership interest in the Employer Stock Investment Option have the potential to manipulate the value of the units of the Employer Stock Investment Option through their trading practices. For a thinly traded Stock, the difference may be significant. In the event shares of the employer stock are considered thinly traded, the Plan Sponsor shall notify MassMutual of any increased activity in the buying or selling of units of the Employer Stock Investment Option that may affect the price of the Employer Stock and the ability of the Custodian to reimburse MassMutual for disbursements that exceed the Cash Component of the Employer Stock Investment Option. The Plan Sponsor will be liable for any disbursements from the Employer Stock Investment Option that cannot be reimbursed through the sale of shares of stock held in the Employer Stock Component. Certain safeguards, such as additional transfer restrictions may be implemented with respect to a thinly-traded Employer Stock Investment Option. For instance, participant level frequent trading restrictions may be added to eliminate the possibility of Participants taking unfair advantage of short-term swings in the employer stock price. Other alternatives may be formulated to address the needs of the Plan.

Securities and Exchange Commission Reporting: • The Plan Sponsor will be responsible for the production and distribution of the Prospectus to the Plan Participants and submission

of all required filings to the Securities and Exchange Commission, including Form S-8.

• MassMutual will assist the Plan Sponsor and participants in reporting transactions required by Section 16(b) of the Securities and Exchange Act of 1934 (the Act) by generating e-mail notification to the Plan Sponsor detailing transactions by Participants considered to be beneficial owners under 16(a) of the Act. In addition, MassMutual will produce a detailed confirmation of the transaction for the Participant. The Participant and the Plan Sponsor will be responsible for timely reporting of transactions to the Securities and Exchange Commission. The Plan Sponsor will provide MassMutual with a listing of beneficial owners under 16(a) of the Act who are Plan Participants.

Competing Funds

Home No transfers may be made to a Competing Fund without MassMutual's prior written consent. In the event you have a MassMutual group annuity contract, this transfer restriction applies in addition to any Competing Fund Transfer Restrictions contained in that group annuity contract. Transfers may be made from a Competing Fund to any other Plan investment option, including the Protected Fund. A Competing Fund is a Plan investment option other than the Protected Fund that contains fixed income assets, including, but not limited to money market funds, short-term bond funds, bank investment contracts, guaranteed interest contracts, stable value funds pooled-GIC collective trusts and self-directed brokerage accounts. The Protected Fund is the Plans stable value fund which could be the Guaranteed Interest Account, the SAGIC Account, the Capital Preservation Account or the Wells/Galliard Separate Investment Account. The Plan can only offer more than one of the Protected Funds if they are offered as part of a blended plan investment option.

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Excessive Trading Home

Market timing and other excessive trading in the form of frequent purchases and sales of mutual fund shares and similar investments can harm investment performance by increasing transaction costs and disrupting the portfolio manager’s investment strategy. The managers of the investment options offered in your retirement plan are required by law to prevent transactions that violate the excessive trading policies described in each option’s prospectus. As an investment manager and retirement plan provider, MassMutual also shares an obligation with plan fiduciaries to protect plan participants against the detrimental effects of excessive trading. The following procedures are applied to detect and discourage excessive trading in your retirement plan: • A participant will be prohibited from transferring into most mutual funds and similar investment options if they have transferred into

and out of the same option within the previous 60 days. Certain stable value and guaranteed interest options are not subject to this rule. This rule does not prohibit participants from transferring out of any option at any time.

• Participants must submit purchase transactions for global and international investment options before 2:30 p.m. ET in order to receive that day’s price.

• In addition to the automated procedure described above, MassMutual monitors transactions in all investment options to detect excessive trading and may take additional steps as necessary to prevent such activity.

• Purchases and sales resulting from regular contributions, distributions, loans, and certain other transactions are excluded when determining whether trading activity is excessive.

These procedures may not detect or prevent all excessive trading which may be detrimental to investment performance. As appropriate, these procedures may be changed to further prevent excessive trading and/or to comply with new legal requirements. In addition, portfolio managers may require MassMutual to restrict purchases and exchanges by any plan or participant at any time. Investment - Account Adjustment Procedures

Home Because of the complexity of administering defined contribution plans, from time to time there will be a need to make adjustments to a plan’s investment allocations either at the participant or plan level. The following details how MassMutual will treat gains and losses that occur as a result of actual performance of invested plan assets compared to hypothetical performance if plan assets had been invested as directed. A gain is defined as a positive financial outcome, net any administrative costs (may be applicable if the error was as a result of acts or actions of a party other than MassMutual – i.e., Sponsor, participant), to process the correction, after the system correction is completed. The calculation of the gain or loss on a plan-level correction is determined at a participant level, investment by investment, and is then aggregated at the plan level. Example of a gain: The recordkeeping system is adjusted so that the plan’s assets are invested as they would have been if the error did not occur. To the extent the aggregate investment performance of the plan assets that were incorrectly invested (“Actual Investments”) exceeds the investment performance of the plan assets as they should have been invested (“Requested Investments”), then there is a gain that must be retained by the plan. Requested Investments that have a lower value than Actual Investments: - $1,000.00 Requested Investments that have a higher value than Actual Investments: + $750.00 Net - $250.00 $750 of the gain from the Requested Investments that have a lower value than Actual Investments can be used to offset the additional expense associated with purchasing additional units of Requested Investments that have a higher value than the Actual Investments. The participants’ accounts have been reinstated to the proper number of units in the correct investments and there is now $250.00 extra dollars due to the market conditions. This is a gain after the correction. Example of a loss: The recordkeeping system is adjusted so that the plan’s assets are invested as they would have been if the error did not occur. To the extent the aggregate investment performance of the Actual Investments is less than the investment performance of the Requested Investments, then there is a loss that must be restored to the plan. Requested Investments that have a lower value than Actual Investments: - $800.00 Requested Investments that have a higher value than Actual Investments: + $1,000.00 Net + $200.00 The $800 gain from the Requested Investments that have a lower value than Actual Investments can be used to offset the additional expense associated with purchasing additional units of Requested Investments that have a higher value than the Actual Investments. This will not fully reinstate participants’ accounts to the proper number of units in the correct investments, however, due to the market conditions. An additional $200.00 dollars will be needed to complete the correction. The money invested in the wrong way did not earn the same amount as if it had been invested correctly. This is a loss. Money is needed to make the plan whole.

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Corrections made as a result of a non-MassMutual error There is a GAIN as a result of the correction (if the aggregate value of participants’ accounts after the reallocation correction is less than the aggregate value of participants’ accounts as actually invested immediately prior to the correction). Any gain, less administrative costs to process the correction, will be moved to forfeitures for the plan’s future use (example: to defray future expenses or to be part of an annual forfeiture allocation). If the plan does not have a forfeiture account, the gain will be allocated pro-rata to all participants in the plan in their current investments and sources. There is a LOSS as a result of the correction (if the aggregate value of participants’ accounts after the reallocation correction is more than the aggregate value of participants’ accounts as actually invested immediately prior to the correction). Any loss, plus administrative costs to process the correction, will be billed to the responsible party. Corrections made as a result of a MassMutual error There is a GAIN as a result of the correction. Any gain will be moved to forfeitures for the plan’s future use (example: to defray future expenses or to be part of an annual forfeiture allocation). If the plan does not have a forfeiture account, the gain will be allocated pro-rata to all participants in the plan in their current investments and sources. There is a LOSS as a result of the correction. Any loss will be absorbed by MassMutual. Outside Investment Information

Home Definitions

• Custodian: State Street Bank and Trust Company, or such other custodian as appointed by the Plan Sponsor. • Custody Agreement: The agreement among MassMutual, Custodian and Plan Sponsor providing for the custody of the Outside

Investment Option. Operation MassMutual will report the value of the Outside Investment Option on a daily basis to the Participants. On an ongoing basis, a unit accounting method will be used for reporting the value of the Outside Investment Option. The unit value will be determined on a daily basis and will be equal to the “Market Value,” as defined below, of the assets of the Outside Investment Option, divided by the number of units in the Outside Investment Option (“Unit Value”). The Market Value is the value of securities in the Outside Investment Option plus cash and accrued investment income on a valuation date, as indicated below, minus any outside custodial service provider fee. The value is based on the closing price of securities on the valuation date. The Market Value of each Outside Investment Option is determined by computing the value of the total assets held in such Outside Investment and deducting total liabilities, including accrued liabilities. If the value of any investment is not readily determinable, it will be valued by the Custodian using accepted practices and applicable law and regulations. Deposits All contributions will be remitted to MassMutual. Contributions will be invested based on the investment instructions that are in effect at the time the contribution is processed by MassMutual. Investment Options designated for the Outside Investment Option defined above will be a wire transferred to the Custodian in accordance with the written wire instructions provided to MassMutual by the Custodian. Valuation Frequency The Outside Investment Option will be valued each day in which the New York Stock Exchange is option for business (“Business Day”) based on the Outside Investment Option reported to the Custodian. If the closing value is not available to the Custodian by 6:00 p.m. eastern time, the previously reported value will be used in determining the value of the Outside Investment Option. Disbursements Disbursements will be made for separation of service, withdrawals, hardship, loans or transfers. In the event that the Outside Investment Option cannot be liquidated for a disbursement, processing activity will be frozen until liquidity can be restored. Processing Timing The Outside Investment Option manager has entered into an “An of Trading Agreement” with MassMutual. This agreement will provide for the daily purchase and sale of investments by the Custodian based on the standard practices of MassMutual and the Custodian. The timing of the purchase or sale will be based on the standard practices of the Custodian. If the agreement is terminated, processing activity will be frozen until an alternative service structure can be established. Transfer Restrictions

• The Outside Investment Option will be subject to the following restrictions • Description: None

Reconciliation MassMutual will report to the Custodian the daily activity in the Outside Investment Option. With this information, the Custodian will calculate and transmit to MassMutual the daily unit values of the Outside Investment Option. The Custodian will provide MassMutual with daily reporting on the value of the Outside Investment Option so that a daily reconciliation between MassMutual’s participant records and the Custodian’s investment option values can take place.

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Expenses Any transaction fees related to the operation of the Outside Investment Option will be deducted from the Unit Value of the Outside Investment Option. Amendment In the event of a change in Plan operation or administrative procedures or the adoption of a Plan amendments, any of which adversely affect MassMutual’s ability to administer the Outside Investment Option, MassMutual reserves the right to amend, modify, or rescind any or all parts of this section of the Administrative Services Agreement. Hold Harmless and Indemnification The Plan Sponsor hereby agrees to hold MassMutual and any entity or person controlling, controlled by or under common control of MassMutual (“Affiliates”) harmless from and indemnify MassMutual and its Affiliates against any and all claims, expenses, liabilities, damages, and losses resulting from inaccurate or insufficient data provided to MassMutual by the Plan Sponsor or its agents or from the failure of the Plan Sponsor or its agents to submit requested information to MassMutual or the Custodian on a timely basis. Proxy Voting Procedures for Registered Product or Unitized Outside Investment Option Float Fund

Home

The MassMutual’s float policy is included in your Plan’s services agreement. In accordance with that policy, to the extent the assets of your Plan are held in custody by Reliance Trust Company (or any successor custodian designated by MassMutual and appointed by the Plan Sponsor) for investment in a mutual fund through MassMutual’s registered product or in a unitized outside investment option (each an “Applicable Investment”), the Plan Sponsor has acknowledged that amounts pending deposit in, or disbursement from, an Applicable Investment in accordance with participant or Plan Sponsor direction will be invested in the BlackRock Liquidity Fund T-Funds (the “BlackRock Fund”) or in an alternative mutual fund designated by MassMutual. From time to time shareholders of the BlackRock Fund are called upon to vote on matters impacting the BlackRock Fund. Because the shares of the BlackRock Fund are held in an omnibus account pending investment and distribution, MassMutual is unable to determine ownership of the outstanding BlackRock Fund shares for purposes of determining voting rights with respect to the BlackRock Fund. MassMutual has established the following procedure for the voting of the shares of the BlackRock Fund. To the extent your Plan remains invested in an Applicable Investment, you will be deemed to have directed MassMutual to apply this procedure with respect to any shares of the BlackRock Fund that might be treated as assets of your Plan.

Neither MassMutual nor Reliance Trust Company will exercise any discretion with respect to the voting of unallocated BlackRock Fund proxies. MassMutual will vote the unallocated proxies of the BlackRock Fund in support of management proposals. No change will be made to this procedure without providing at least sixty days advance notice in this Guide. Self-Directed Brokerage Account

Home The following describes the recordkeeping services MassMutual will provide for the Self-Directed Brokerage Account. Definitions: • Core Investment Accounts: The Guaranteed Interest Account and Separate Investment Accounts offered under the terms of the

Contract. • SDBA: Brokerage services offered through the Self-Directed Brokerage Account as an additional investment option for your Plan.

Participants will have access to mutual funds and individual securities offered through the Broker-Dealer as described in the participant application.

• Broker-Dealers:

1) Charles Schwab & Co., Inc., member SIPC • Pending Accounts:

1) Schwab Money Market Fund or Schwab Government Money Fund • Business Day: A day on which the New York Stock Exchange is open for business. Terms: • The Plan Sponsor must sign the Plan Sponsor Agreement for Self-Directed Brokerage Account Services with the Broker-Dealer. • A participant must apply directly to the Broker-Dealer for an account. • Participant directed transfers will be subject to certain minimums and limitations as follows: • The initial transfer must be in a minimum amount of at least $5,000 and may not exceed fifty percent of a participant’s total

Plan account balance.

• Subsequent transfers must be in a minimum amount of $1,000 and may not exceed an amount that would cause the value of the SDBA to exceed fifty percent of a participant’s total Plan account balance as of the date of the transfer.

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Operation: • Once the participant has opened a brokerage account with the Broker-Dealer, MassMutual will report and maintain the aggregate

holdings in the SDBA and the Pending Account. Funds held in the Pending Account will be credited with interest at the rate set by such account.

• Participants can only transfer their account balance funds from the Core Investment Accounts into the SDBA (subject to the

limitations noted above) by calling 1-800-743-5274 or accessing the participant website. • If the plan offers the Guaranteed Interest Account as an investment, direct and indirect transfers between the SDBA and the

Guaranteed Interest Account are prohibited. This means that a participant who transfers amounts:

From a Guaranteed Interest Account to a Separate Investment Account is prohibited from making a transfer from the Separate Investment Account to the SDBA for a period of ninety days;

From the SDBA to a Separate Investment Account is prohibited from making a transfer from a Separate Investment Account to

a Guaranteed Interest Account for a period of ninety days;

From a separate investment account to the SDBA is prohibited from making a transfer from a Guaranteed Interest Account to any Separate Investment Account for a period of ninety days;

From a Separate Investment Account to a Guaranteed Interest Account is prohibited from making a transfer from the SDBA to

any Separate Investment Account for a period of ninety days. • Transfers that are not subject to the above limitations that are requested by 4 pm Eastern Time on any Business Day will be

available in the Pending Account by noon Eastern Time of the next Business Day. Participants must contact the Broker-Dealer after the transfer to the Pending Account is complete to effect transactions within the SDBA.

• To transfer monies from the SDBA to the Core Investment Accounts, participants must first contact the Broker-Dealer to liquidate

their SDBA assets. Trades generally take three business days to settle. Once the monies have been liquidated and are transferred to the Pending Account, the participant must call 1-800-743-5274 or access the participant website and request a transfer back to the non-guaranteed interest account Core Investment Accounts.

• If permitted under the Plan, maximum loanable and withdrawable amounts are determined based on a participant's entire account

balance under the Plan. Actual amounts available for withdrawal are limited to funds in the Core Investments Accounts. If the participant wants to access the SDBA monies for a loan or withdrawal, the participant must first liquidate the SDBA assets and transfer them back to the Core Investment Account in the manner described above, then initiate the loan or withdrawal transaction.

Reporting: • All detailed reporting of the SDBA holdings, including confirmations of brokerage account transactions, will be provided by the

Broker-Dealer. The SDBA balance will be reported in aggregate and represents the balance in the SDBA as of the day prior to the effective date of the report.

Other: • MassMutual reserves the right to discontinue or amend this agreement with 30 days written notice to the Plan Sponsor. • Upon termination of the Contract and/or Plan, it will be necessary to liquidate the participant brokerage accounts in order to

distribute the full value of the Contract/Plan. MassMutual reserves the right to commence liquidation of the SDBA 10 days after the Date of Discontinuance.

Limitation of Liability: • MassMutual is not liable for losses incurred by the Broker-Dealer in the operation of the SDBA. • MassMutual’s liability is limited to any losses that occur as a result of its failure to transfer assets between the Core Investment

Accounts and the Pending Account on a timely basis as instructed. Tax Benefits of Certain Separate Investment Accounts

Home

MassMutual is entitled to certain tax benefits (which may include the foreign tax credit) related to the investment of certain corporate assets, including the assets of its Separate Investment Accounts (SIAs”), because MassMutual is the owner of the assets from which the tax benefits are derived. As a consequence of a change in the methodology of calculating the SIA’s unit value, the value of these tax benefits are not passed back to the SIAs. For the most recent tax year for which information is available, the foreign tax credits claimed for SIAs with foreign source income ranged from an annualized high of $31 for each $10,000 invested to a low of less than $7 for each $10,000 invested. Upon request, MassMutual will provide a list of the SIAs with respect to which it received a tax benefit, the value of the tax benefits received with respect to those SIAs and the assets invested in those SIAs. With this information, you can estimate the “tax benefit attributable to Plan investment in an SIA” for a calendar year using the following formula and the dollar value of plan assets invested in the SIAs from which tax benefits are claimed (which is available on the MassMutual plan sponsor website):

Plan assets invested in SIA as of year end/ Total Invested Assets in SIA as of year end =

Tax benefit attributable to Plan investment in SIA/ Dollar value of tax benefit claimed attributable to SIA

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Loans 403(b) Plan Impacts

Home • Loans are only available from assets held at MassMutual. • If loans are allowed under this Plan and from any of the other identified providers within this Plan, you must coordinate participant loan

information across these providers to ensure loan limits are in compliance with the Plan and the regulations governing participant loans. MassMutual can only process a loan from the participant’s account balance at MassMutual and then must limit the loan to the lesser of 50% of the participant’s vested account balance at MassMutual or $50,000 reduced by the participant’s highest outstanding loan balance during the past 12 months less the current loan balance at MassMutual. Keep in mind that this rule will have to be applied by you for loans taken from contracts of other named providers. MassMutual has a loan approval process in place that will notify you when a loan is requested by a participant and give you the opportunity to coordinate with those named providers under the Plan. As part of this process, loan requests will remain pending (will not be processed) until your approval is received by MassMutual. Refer to MassMutual Plan Sponsor Loan Approval Process for more information about the loan approval process or contact your MassMutual account representative.

• Participants should be made aware in advance of the potential delays in the processing of their loans should you need to coordinate the requests with providers outside of MassMutual.

Amortization Schedules

Home If a Participant requests an amortization schedule, you may obtain one on the TRC by accessing the Outstanding Loans Report and clicking on Repayment Schedule. Changing How Your Plan Loans are Administered

Home Any of the following elections can be changed by:

• Amending your Plan’s Loan Policy: The maximum number of loans permitted per Participant The interest rate on participant loans to Prime Rate, Prime Rate plus 1% (commercially reasonable interest rate), Prime Rate

plus 2% or Other (must be a reasonable rate) Minimum loan amount Spousal consent requirement for loan withdrawals Hardship as defined in the Plan Document required for loan withdrawals Limitation on contribution accounts available for loan withdrawals Cure Period Maximum pay period on loans used to purchase a primary residence Loan availability to executive officers or directors Loan availability restricted to Participants who are Parties in Interest as that term is defined under ERISA §3(14) Loan options available to terminated employees Participants ability to roll over loan notes into another qualified plan Loan refinancing or apply special rules for refinancing a loan

• Amending your Services Agreement:

Participants permitted to initiate a loan via the Participant Website and Voice Response System Loan checks mailed to home Participant Debit ACH permitted Restrictions on personal loan refinances

o Term extension only up to the 5 year maximum o Term extension beyond the original 5 year maximum up to an additional 5 year maximum from the date the refinance

is processed o Term decrease o Change in interest rate o Additional funds

Restrictions on home loan refinances o Term extension up to the Plan’s maximum term o Term decrease o Change in interest rate

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Cure Periods Home

For active Participants, the Plan can allow for a cure period on missed payments up to the maximum Cure Period, which is the last day of the calendar quarter following the calendar quarter in which the missed installment was due. The Cure Period for terminated participants varies depending on whether or not you elected our automated service for terminated participants (RSG).

• For RSG enabled plans the cure period is the earlier of: The end of the Cure Period that applies to active participants under the Plan The Last Day of the Rollover Election Period, which is not less than 30 but not more than 90 days from the date MassMutual

was notified to mail out the Special Tax Notice(s) to the Participant The date the Participant’s benefit election is processed on MassMutual’s recordkeeping system

• For all other plans the cure period is the earlier of:

The end of the Cure Period that applies to active participants under the Plan The date the Participant’s benefit election is processed on MassMutual’s recordkeeping system

How to Initiate a Loan

Home For 403(b) plans, please refer to 403(b) Plan Impacts for information that may affect loans. If your Plan permits loans, a Participant can initiate a new loan request as follows: Step One: Loan Request: A Participant eligible to take a loan calls 1-800-743-5274 or accesses the participant website, enters his/her

Social Security number and personal identification number (PIN), and selects loan information from the menu. S/he can find out how much s/he can borrow (the "loanable amount"), view any outstanding loan balance, the Plan’s minimum loanable amount and the number of outstanding loans allowed, can model different loans and initiate new loans.

Note: Participants can also be instructed to contact the Plan Sponsor for loan information and initiation. A Participant who

requests a loan is responsible for making sure that the loan satisfies state law with respect to adequately securing that loan, if applicable.

Maximum and Minimum Amounts: The amount of any new loan must be aggregated with all other outstanding loans made

to the Participant and limited as indicated in the Maximum loan column on the chart below. If your Company has multiple plans, you determine the maximum loan amount by considering all plans in which the Participant is enrolled (including all Company plans and plans of member Companies in a controlled group or affiliated service group).

MINIMUM LOAN… MAXIMUM LOAN (including any outstanding loan balances)… Typically $1,000* * minimum amounts vary by plan, check your loan documents

Lesser of: 50% of vested account balance or $50,000 reduced by the Participant's highest outstanding loan balance during the past 12 months less the current outstanding loan balance at the time of the new loan.

Note: If the Participant has a Self-Directed Brokerage Account (SDBA), the Participant must first liquidate assets in the SDBA

(typically 3 business days in advance) and transfer them back into his/her MassMutual investments before the loan distribution can be made.

ELECTRONIC LOAN AGREEMENT: The IRS requires loans be evidenced by an enforceable agreement that includes the

amount of the loan, the date of the loan, and the repayment period. The agreement can be electronic as long as it: 1) is reasonably accessible to the Participant; 2) is reasonably designed to preclude any individual other than the Participant from requesting a loan; 3) provides the Participant with a reasonable opportunity to confirm, modify or rescind the terms of the loan before the loan is

made; 4) provides confirmation of the loan within a reasonable time after it is made; and 5) provides the Participant with the right to request written paper copies of the agreement at no charge Both calls to 1-800-743-5274 or requests on the participant website meet these requirements.

TIMING: If a personal loan where spousal consent is not required is requested prior to 4 pm Eastern Time, we process it the

same business day and mail the check the next business day. Loans requested after 4 pm or on weekends are handled the next business day.

Note: Loans to purchase a primary residence, or that have a hardship requirement, as well as those requiring spousal consent

will be processed upon approval by the Plan Sponsor or MassMutual once the appropriate documentation has been completed and received (refer to the Spousal Consent, Primary Residence and Hardship Restriction sections for more information).

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Step Two: Loan Documentation: If loan checks are sent to Participants’ homes from MassMutual: The loan documents are sent directly to a Participant with his/her loan check. By endorsing the check, the Participant agrees to the loan and loan provisions.

If loan checks are sent to you and not to Participants’ homes: You or the Loan Administrator receives the Participant's check

with the Loan Distribution Confirmation, payroll deduction form, promissory note and security agreement, and disclosure statement. Upon receipt, give these documents to the Participant and have him/her sign, date and return the documents to you before you give the Participant the loan check and Loan Distribution Confirmation. If spousal consent is required (see step 3), obtain it prior to providing the check to the Participant.

Step Three: Spousal Consent, if applicable: If your Plan is subject to survivor annuity requirements, the loan is pended until spousal

consent is obtained. If your Plan has our Automated Services, we will send Participants a form for spousal consent. They will need to complete the

form and return it to MassMutual so that the loan can be released. If your Plan does not have this service, the Participant and spouse should complete a Waiver of Qualified Preretirement

Survivor Annuity form and provide it to you. You will need to review it prior to the release of the loan. The consent must: 1) be in writing, 2) be given not more than 90 days prior to the loan, 3) acknowledge the effect of the loan

(e.g., death benefits are reduced by the outstanding loan balance), and 4) be witnessed by you or a notary public. Note: Spousal consent is not needed if the value of the total accrued benefit that is subject to the security interest is not in

excess of the cashout limit (e.g., $5,000) or if the spouse cannot be located. If the spouse cannot be located you or MassMutual must obtain supporting documentation from the participant.

Primary Residence, if applicable: If the requested loan repayment period exceeds 5 years, the Home Loan Request form

must be completed unless your Plan allows the request electronically. If your Plan does allow the electronic requests for home loans, the loan “pends” and we will send a Residential Loan Request letter and a Primary Residence Certification form. The Certification form must be completed by the Participant and returned to us (for Plans with our Automated Services) or to you (if your Plan does not have these services) before the loan check will be released.

Hardship Restriction, if applicable: If you require that loans be subject to your Plan’s hardship restrictions, the Participant

Hardship Statement must be completed. If your Plan does allow the electronic requests for home loans, the loan “pends” until the participant prints, completes and returns the Hardship Statement. For Plans with our Automated Services the statement must be returned to MassMutual otherwise it must be returned to you before the loan check is released.

Step Four: Adjust Payroll: Begin payroll deductions for loan repayments. Repayment deductions should begin as soon as possible after

the Participant receives the check. If your Plan has our Automated Services, we will provide a notice of the timing and amount of payroll deductions. With MassMutual’s agreement other forms of payment are acceptable. These include debit ACH, coupon payments, certified checks or other forms of checks (no personal checks permitted). Please be aware that payments by money orders, bank checks, travelers’ checks and cashiers checks may trigger a reporting requirement to the IRS. If the Plan permits a Participant to have more than one outstanding loan at a time, and the Participant defaulted on a loan leaving an outstanding deemed distribution, the Participant may request a new loan from the Plan (second loan), only if loan repayments on the new loan are made via payroll reduction or debit ACH.

Loan Administration

Home MassMutual provides Participant loan services to assist you in daily loan program administration, including the ability for Participants to initiate loans via 1-800-743-5274 or the participant website. If loans are allowed by the Plan, the Plan must be trusteed for purposes of loan oversight. When appropriate, the fiduciary (such as the Trustee) or delegate will determine if the Participant is eligible to request a loan, approve the loan, sign appropriate forms and obtain spousal consent if applicable. The following documents should be reviewed for information about your Plan provisions and Loan Program:

• Trust Agreement(s) • Plan Documents such as the Adoption Agreement • Loan Program and Administrative Services Agreement • Loan Regulations Come Into Focus: Administrative Impact to You and Federal Income Tax Implications to Your Participants • Sample Participant Loan Communication, available upon your request

Prior to giving the Participant the check, you or the Loan Administrator should review DOL rules to approve the loan. The review should assess:

• if the Participant has sufficient income to repay the loan. • If the participant is creditworthy

You or the Loan Administrator is also responsible for:

• monitoring when repayment of a Participant loan is suspended • notifying MassMutual if a valid basis exists for suspending a Participant loan

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In addition to 1-800-743-5274 or the participant website, which are Participant tools, the TRC provides various tools where you or the Loan Administrator can monitor and take action on open Participant loans including:

• Outstanding Loans Report, which reports detailed information about all open loans • Loan Monitoring Report, which reports all loans where action is required because loans are pending maturity, delinquent, pending

default or approaching an end of suspension • Loan Administration where you take action on loans that are suspended

Loan Default

Home A loan is considered in default as soon as a scheduled payment is missed. A sponsor may allow a cure period which is an amount of time determined by the sponsor to let the participant make up missed payments to avoid the loan balance from being defaulted and becoming a taxable distribution. If a cure period is allowed, the participant has the opportunity to ’make the loan whole’ by making up all payments due or refinancing the loan (Financial Refinance) by the end of the cure period. Interest continues to accrue during the cure period, and if the appropriate action is not taken by the end of the cure period, the loan will be defaulted and the outstanding loan balance and accrued interest will be deemed a taxable distribution. A sponsor does not have to allow a cure period. The Regulatory Cure Period is the end of the calendar quarter following the calendar quarter of the first missed payment. You may elect something other than the regulatory cure period. This value can be from 0 to a maximum of 90 days. Loan Defaults/Federal Reporting

Home A default occurs when:

• A scheduled loan repayment has not been received by the end of the Cure Period, including as a result of a separation of service. You must notify MassMutual if a valid basis exists for suspending loan repayments before the end of the Cure Period. If delinquent loan repayments are not received before the end of the Cure Period and you have not notified MassMutual that loan repayments have been suspended, then the following will take place: the entire outstanding loan balance is defaulted, including any accrued interest from the date of the first missed loan repayment

through the last day of the Cure Period If permitted by the Plan, all or any part of the loan is treated as an in-service withdrawal. The withdrawal is subject to federal

income tax and may also be subject to the 10% additional tax as an early distribution from a qualified plan. Forms 1099-R will be issued to the Participant and the IRS reflecting the in-service withdrawal.

the amount of any defaulted loan that is not treated as an in-service withdrawal is considered a deemed distribution to the Participant. The deemed distribution is subject to federal income tax, and may also be subject to the 10% additional tax on early distributions from a qualified plan. The tax consequences do not affect the Participant’s obligation to repay the loan. Forms 1099-R will be issued to the Participant and the IRS reflecting the outstanding loan balance plus accrued interest; however, the loan will continue to be outstanding and will not be offset against the Participant’s vested account balance until he or she terminates service, retires, dies, or becomes disabled. If the Participant fails to repay the loan, his or her account will be offset by the outstanding loan balance when he or she terminates service, retires, dies or becomes disabled. No additional taxes will be due at that time.

• A Participant has died:

the entire outstanding loan balance is defaulted and the distribution is reported to the IRS as a taxable distribution from the Plan. A Form 1099-R will be issued to the Participant or Participant’s estate and to the IRS.

• The Plan and Trust are terminated;

the entire outstanding loan balance is defaulted and the distribution is reported to the IRS as a taxable distribution from the Plan. A Form 1099-R will be timely issued to the Participant and to the IRS.

Loan Fee and Income Tax Withholding

Home MassMutual assesses a $125 administrative fee for loan initiations and refinances. If your Plan deducts expenses from Participants’ accounts, the account is reduced by the amount of the loan administrative fee. Income Tax Withholding: Federal and state income taxes are not withheld since the IRS does not consider a loan taxable to the Participant. Loans only become taxable if later defaulted.

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Loan Prepayments Home

A Participant may prepay a loan. The Participant may either make a partial payment of principal (this does not include a partial payment of the expected repayment amount, which is not allowed) or a full payment of the entire outstanding balance of the loan. To prepay:

• access the TRC to determine the amount of the outstanding loan balance (ensure that it includes any repayments made to date). • write a letter to MassMutual explaining the prepayment, and • send the letter to us along with your Company’s check, a certified bank check or a money order (personal checks are not accepted)

and a Transmittal of Deposits form. Prepayments on loans are applied to the outstanding principal owed and do not preclude a Participant from making regularly scheduled payments. Loan Repayment Following Default

Home If a loan has defaulted and the Participant is treated as receiving a deemed distribution, the loan is considered outstanding and will continue to accrue interest. The accrued interest will not be taxable to the Participant but will reduce the maximum loanable amount available to the Participant. A Participant may repay the outstanding loan balance, including accrued interest, of a loan that has defaulted and has been treated as a deemed distribution. Loan repayments made after a loan has defaulted must be through a lump sum payment. The repayment of a deemed distribution will be treated as an after-tax payment to create basis in the Participant’s account for federal income tax purposes. Loan Suspension (not including Military Service Leave)

Home During a general leave of absence without pay or where pay is reduced to an amount that is less than the regularly scheduled loan payment, a loan may be suspended. The suspension of payment cannot extend for more than 1 year and will not cause the loan to be defaulted. Upon return from leave, the Participant must resume loan repayments. The amount must be repaid by the latest date permitted under IRC 72(p)(2)(B) (i.e., 5 years from the date of the original loan, unless the loan is a home loan) This allows the plan to extend the term of the loan if the original loan term was not equal to the 5 year maximum. After the leave of absence has ended participants may either: refinance the loan; reactivate the loan then continue making normal installment payments with a final balloon payment due at maturity; or payoff the outstanding loan balance (with accrued interest). Loan Suspension for Military Service Leave

Home A loan repayment may be suspended during a leave of absence for military service. This suspension of payment will not cause the loan to be defaulted, even if the leave exceeds a year. Upon completion of military service, the Participant must resume loan repayments. The amount must be repaid in full (including interest that accrues during the period of military service) by the latest date permitted under IRC 72 (p)(2)(b) plus the period of the military service. The maximum interest rate that may be imposed during military leave is 6%. After the leave of absence has ended participants may either: refinance the loan; reactivate the loan then continue making normal installment payments with a final balloon payment due at maturity; or payoff the outstanding loan balance (with accrued interest). One-Time Payment/Payoff of Loans by Debit ACH

Home If MassMutual monitors loan repayments, and if allowed by a Plan, participants may elect to process a one-time payment/payoff of their outstanding loan by either calling into the Participant Information Center (PIC) or by using the One-Time Payment/Payoff of Loan functionality available on the participant website. Participants may still elect to send in their one-time payments or payoffs by cashier’s check or money order. When loan payments are made via PIC or online, participants will provide their personal banking information and confirm their authorization of the debit of the specified amount for allocation against their outstanding loan. The amount debited cannot be greater than the current outstanding amount of the loan. This functionality is only for a one-time payment/payoff participants are electing to make, and not for reoccurring loan payments. The one-time loan repayment or loan payoff will be applied to the outstanding loan within five business days. In some situations, there may be additional processing time necessary to complete the loan pay-off process. In these situations, the participant may not initiate a new loan until the outstanding loan has been paid off in full and closed.

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Overpayments Home

If a loan is overpaid, the overpayment is not allocated to the Participant's account. It is returned to you on the Participant’s behalf. The overpayment is generally returned to you in the form of a check made payable to the Participant. Refinancing Loans

Home A Plan may allow a loan to be refinanced for a number of reasons, including adding additional funds, changing the interest rate and extending the term of the loan up to, and depending on the Participant’s vested balance, even beyond the maximum 5 years. A refinanced loan allows a Participant to add to an outstanding loan in situations where the Participant does not want to take another loan from this Plan or the Plan document does not permit additional outstanding loans. A refinanced loan is treated as a new loan under IRC §72(p) so the interest rate on the loan must be re-determined as of the date of the refinance. In addition, the refinanced loan must satisfy the amount limitations under IRC §72(p) (i.e., maximum loan amounts and repayment schedules). If the loan has a term that ends at the 5 year maximum permissible term, then both the amount being refinanced and the outstanding balance of the original loan are treated as outstanding at the time of refinancing for purposes of the limitations on the maximum amount that may be loaned from the plan. Plan loans that were used to acquire the Participant’s principal residence may only be refinanced to change the interest rate or the term of the loan up to the maximum period allowed under the Plan based on the loan’s beginning date. If the Plan’s loan program is amended to eliminate the initiation of new loans, participants may not refinance their existing loans to add additional amounts to the loans. Repayment Period for Home Loans

Home Unless a loan is used to purchase the Participant's primary residence, it must be repaid within 5 years. If permitted in your Plan, loan repayments for the purchase of the Participant's primary residence may be extended beyond 5 years for any reasonable period of time. Such requests from 1-800-743-5274 or on the participant website “pend” until your approval is obtained. Refinancing does not qualify as a home loan unless the loan is used to repay a third party loan that initially qualified as a home loan.

Example: On July 1, Brenda acquired her home and pays a portion of the purchase price with a $50,000 bank loan. On August 1, the Plan loans $50,000 to Brenda and she uses it to pay off the bank loan. The Plan loan qualifies as a home loan.

Returned Loans

Home After the loan check has been issued to the Participant, the money cannot be returned to the Plan unless you determine the loan does not meet requirements (i.e., creditworthy, spousal consent, or insufficient income to repay). A Participant cannot cancel his/her loan request once s/he confirms it. A Participant may, however, return the check immediately to pay back the loan. For Plans with our Automated Services, a Participant can endorse the check back to MassMutual and return it to us. Note: If a participant chooses to return the check to pay the loan in full, the loan is still included in the calculation of the highest outstanding balance in the last twelve months to determine the $50,000 maximum. Truth-In-Lending Requirements

Home If 25 or more loans are withdrawn from your Plan in a year, the Plan must comply with federal truth-in-lending disclosure requirements under Title I of the Federal Consumer Credit Protection Act. The 25 loan threshold is decreased to 5 in the case of home loans. Disclosure must be made before the loan is completed and given in a form that the Participant can keep. You will satisfy truth-in-lending rules by giving Participants completed Promissory Notes and Disclosure Statements before giving them the loan checks. Retain the signed documents in your records. If your Plan has our Automated Services, we will send a Participant the completed documents along with the loan check. The Loan Distribution Confirmation attached to the loan check also provides loan information such as the loan amount, annual percentage rate, number of payments, amount of each payment, and the administrative fee.

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Participant Info Change & Vesting Calculating Vesting

Home Please contact your Third Party Administrator for assistance with vesting calculations. Changes Needed Due to Life Events

Home Participants’ lives change – they get married, have children, change jobs, etc. Many of life's big events also affect their retirement plan. So if a Participant has recently experienced a life event, here is a list of the information you will need. You must ensure MassMutual is also notified.

Life Event What Changes May Need to be Made Birth or adoption of child - Beneficiary change Change in financial needs - Loans

- In-service withdrawals (if due to hardship, would generally be requested first) - Investment selection changes - Payroll deduction change

Change in job or position - Plan eligibility change - Loan repayment schedule change - Freeze or transfer account from one subset or company to another

Change in residence - Address change Death - Beneficiary established

- Benefits availability - Loan offset

Divorce - Name change - Beneficiary change - Address change - Set up separate account or pay benefit to an alternate payee

Leave of Absence - Loan Suspension - Payroll deduction change

Marriage - Name change - Beneficiary change - Address change

Life Event What Changes May Need to be Made Termination, Retirement, or Disability Retirement - Employee status change

- Stop payroll deduction - Benefits availability - Loan default - Income tax withholding (if receiving benefits over time, life events may also later

change income tax withholding) Turning age 35 - Beneficiary re-established Turning age 70½ - Benefits availability

- Required Minimum Distribution Handling Military Service

Home If a Participant is absent due to active duty in the U.S. armed forces, his/her rights are protected under the federal Uniformed Services Employment and Reemployment Rights Act (USERRA). This law includes reservists on active duty during peacetime or war, plus inactive training duty. It applies to all U.S. armed forces (Army, Navy, Air Force, Marine Corps, and Coast Guard and includes the Reserves, the Army and Air National Guards and the commissioned corps of the Public Health Service. Under USERRA, the Participant’s seniority, pay and benefits must be reinstated at the level where they would have been if s/he had not left for military service. Additionally, if allowed in the Plan, the Pension Protection Act (PPA) allows for penalty free withdrawals and early distributions from your Plan for certain military reservists who were called to duty between September 1, 2001 and December 31, 2007. Thus, for purposes of the Plan, you should: Step One: Know who is affected. Participants are required to give you advance notification of their service status either verbally or in

writing (unless military necessity prevents it). However, you should be aware of all military reservists in your Company. Step Two: Know your obligations. Become familiar with USERRA provisions (see below), as well as PPA obligations for reservists

called to active duty. Step Three: Educate Participants. Be sure to communicate to the Participants all their rights and options. They should review and update

their beneficiary designations and their asset allocation before leaving for military service. They will continue to have access to the participant website and 1-800-743-5274 while on leave.

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Step Four: Provide a smooth transition back to work. USERRA provides for a specific timeframe in which reemployment must occur. Participants who receive an honorable discharge and whose leave does not exceed five years must be rehired in their former job (or an equivalent position if the military service exceeded 90 days) unless the Company’s circumstances have changed. They must apply for reemployment within:

Length of Military Service Reemployment Deadline Less than 31 days 1 day after discharge (plus 8 hours for travel) 31 – 180 days 14 days after discharge More than 180 days 90 days after discharge Recovery due to illness or injury Extension up to 2 years

What occurs upon reinstatement: While on military leave, Participants became inactive Participants. Upon rehire, they are once again active Participants:

• Vesting: Participant must receive credit for years of service while in uniformed services. The Participant is not treated as having had a break in service; therefore, there is no waiting period to begin participating again in the Plan.

• Company contributions: After the Participant returns to employment, you must make the Company annual contribution (if any) to

the Participant's account for the period while s/he was on military leave. You do not need to make up any missed investment earnings. You have a period of up to three times the period of service, not to exceed five years, to make up the contribution.

• Compensation for purposes of making contributions is whatever pay the Participant would have received for that time period if s/he

were not on military leave. If undeterminable, then use the compensation of the last 12 months of employment (or actual employment if less than one year).

• Participant contributions and match: Participants may begin immediately to make new contributions to your Plan. In addition, they

may make up any elective deferrals (including pre-tax deferrals and Roth after-tax contributions) or Participant Matched or Voluntary contributions within a period that is no more than three times their military leave (not to exceed five years). If such contributions are made, any associated Company match contribution must also be made.

• Testing: Participant make-up contributions (such as elective deferrals or Company matching contributions) are not counted in your

Plan’s ADP/ACP tests. For purposes of annual additions (415 testing) and deductibility, the contributions are treated as made for the year to which they relate, not the year in which they were made.

• Forfeitures: You do not have to allocate any forfeitures to the Participant's account that occurred while s/he was on military leave.

• Loans:

Loan repayments: Loan repayments may be suspended during a leave of absence for military service. For information on suspended loans, see Loan Suspension for Military Service in the Loans section.

New loans: Participants can request loans during their military service at the current interest rate. Outstanding loans: The maximum interest rate that may be imposed during military leave is 6%.

Any state law, health plan or contract that is more generous to returning employees also applies. You should seek advice from your legal counsel on the rules under applicable laws and contracts. Additional details concerning USERRA are available on the DOL website at http://www.dol.gov/elaws/userra0.htm. How to Handle Unclaimed Benefits

Home MassMutual will notify you of any check not cashed by a Participant or of any benefit not claimed by a Participant or beneficiary. Step One: Contact the Participant: Upon notification, contact the Participant to determine why the check was not cashed and whether it

can now be cashed. If you need a new check issued, please call your MassMutual service representative. Step Two: Conduct a thorough search: If the Participant has terminated, retired, or died, you are responsible for searching for the

missing Participant or beneficiary. See Missing Participants in the Termination/Retirement section. Document your efforts and the results of your search. If the former Participant is found, follow Step 1.

Step Three: Reclaim assets: If the former Participant or beneficiary comes forward after the benefit has been forfeited, notify MassMutual

in a signed letter. If there are insufficient forfeitures in your holding account, attach a Company check to cover the amount forfeited. The forfeited amount will be returned to the participant through a Return of Funds.

Step Four: Complete activity form: Have the Participant complete a Notice of Termination of Employment form or Notice of

Retirement/Disability form (or, if a beneficiary, a Notice of Death form) if they have not already done so. Payment will be made to the Participant or beneficiary as elected on the form.

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How to Notify MassMutual of Changes Home

Change… How to Notify MassMutual… Home address change Non-Automated Services Clients

Active Participant: Participants should update their home addresses via the participant website. You can update their home addresses via the TRC or, if applicable, via the TRC’s file transfer feature. Our system is updated automatically after your Company’s next data feed. Retired/Terminated Participant: The former Participant should call 1-800-743-5274 and speak to a customer service representative. If the participant contacts you of the change you can report this to us via email. Automated Services Clients Active Participant: You provide address changes for active employees via your regularly scheduled demographic file. Our system is updated automatically after your Company’s next data feed. Retired/Terminated Participant: Your Plan may elect one of two methods to update home addresses for former participants: (1) you can provide the address update for your retired/terminated participants via the regularly scheduled demographic file OR (2) the former Participants can update their address via the participant website or by calling 1-800-743-5274 and speaking to a customer service representative.

Participant e-mail address change On the participant website under the tab "My Account," Participants are able to view, add and update their e-mail addresses.

Beneficiary change Participants should first review beneficiary designations on the participant website under the tab "My Account." Changes can be noted on the Beneficiary Designation screen or by completing a Beneficiary Designation form or Participant Information Change form. The new election will replace any prior beneficiary designation.

Payroll deduction change The Participant initially authorizes pre-tax, Roth after-tax or participant after-tax contributions deducted from his/her compensation as part of the enrollment process. A deduction remains in effect until the Participant changes his/her election. Non-Automated Services Clients The Participant can complete a Participant Information Change form. If the Participant elected not to participate at the time of enrollment, s/he can now elect to start making contributions as of the first day of your plan year or any other date allowed in your Plan. Automated Services Clients The Participant can update his/her payroll deduction on the participant website under the tab “My Account,” Contributions screen. S/he enters the new contribution election and clicks “submit.” If the information is correct, the Participant enters his or her Social Security number and PIN and clicks “confirm.” The Confirmation page appears noting the contribution change.

Participant name change Non-Automated Services Clients The Participant enters both old and new names on a Participant Information Change form. Automated Services Clients You provide name changes for active employees via your regularly scheduled demographic file.

Marital status change Non-Automated Services Clients If Participant's marital status changes, the Participant must complete a Participant Information Change form reflecting the new status. It may also be appropriate for the Participant to change beneficiary (see above) or complete spousal consent. Automated Services Clients You provide marital status changes for active employees via your regularly scheduled demographic file.

Payroll frequency change Non-Automated Services Clients If the contribution frequency for this Participant has changed (i.e., from bi-weekly to monthly paid), s/he should complete a Participant Information Change form. If the Participant has a loan, we will refinance the loan in accordance with the new payroll frequency. Automated Services Clients If the contribution frequency for this Participant has changed (i.e., from bi-weekly to monthly paid), you should send the new payroll frequency via your regularly scheduled demographic file. If the Participant has a loan, we will refinance the loan in accordance with the new payroll frequency.

Social Security Number correction Non-Automated Services Clients If the Social Security Number is incorrect, the Participant should provide the Plan Administrator with a completed Form W-9. The Participant should then complete the Participant Information Change form. Automated Services Clients If the Social Security Number (SSN) is incorrect, the Participant should provide the Plan Administrator with a completed Form W-9. You should notify MassMutual via secure email that the Participant's SSN has changed, providing the incorrect and correct SSN. Once MassMutual provides confirmation that the SSN has been corrected, please begin sending the correct SSN on your regularly scheduled demographic file.

Birth date correction Birth date is used to determine eligibility, retirement and special tax treatments for distributions. At

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Change… How to Notify MassMutual… the time of enrollment, the Participant may have provided the incorrect date. Non-Automated Services Clients Participants can correct the date by completing a Participant Information Change form. Automated Services Clients You provide birth date corrections for active employees via your regularly scheduled demographic file.

Employment status changes You should monitor employment status to ensure Participants should continue to be covered by the Plan: Non-Automated Services Clients

• If a Participant terminates, retires, or returns to employment, the applicable form should be completed (Action form or Participant Re-Enrollment form).

• If the Participant has transferred to another subscriber in this Plan or is no longer eligible to be in the Plan, send us a secure email that provides both the old and new subscriber/subset numbers.

Automated Services Clients

• If a Participant terminates, retires, or returns to employment, please send us the status change and status change date via your regularly scheduled demographic file.

• If the Participant has transferred to another subscriber in this Plan, please send us the new subscriber/subset number on your regularly scheduled demographic file.

• If the Participant is no longer eligible to be in the Plan, please send us an “ineligible” status on your regularly scheduled demographic file.

Participation date change If this date needs to be corrected, send us a secure email stating the incorrect and correct dates. Hire date change Non-Automated Services Clients

If the Participant’s hire date needs to be corrected, send us a secure email stating the incorrect and correct dates. Automated Services Clients You provide hire date corrections for active employees via your regularly scheduled demographic file.

Review your reports: To ensure the changes have been made, review the reports on the TRC and the reports sent to you by MassMutual. After handling certain changes, MassMutual sends a Confirmation to the Participant’s home or as elected under the Plan. Since the information is reflected on the TRC, you can request that paper copies not be sent. How to Restore Forfeitures

Home If a Participant returns to employment within five years, any money forfeited may be restored to his/her account. Depending on your Plan provisions, a Participant may be required to repay any distribution of Company contributions (excluding elective deferrals) before forfeitures are restored. At the end of the plan year, if the re-employed Participant makes repayment or if your Plan does not require repayment, MassMutual will automatically restore forfeitures to the Participant from the Plan’s forfeiture account. If a re-employed Participant was 0% vested at termination, we will restore forfeitures automatically. If necessary, you will be notified if an extra Company contribution is required to restore forfeitures in full. Investment Selection Changes/Rebalancing

Home By Participant: The Participant is responsible for handling their investments unless you elect the Services Agreement to retain investment selection rights. Participants may learn about investing and retirement, research information about your Plan's investment options, and design a personalized strategy on the participant website. Participants need to consider the following:

• Timing: All investment changes (either investments of future contributions or transfers of previously invested contributions/earnings) are made on 1-800-743-5274 or on the participant website. If an investment change is requested by 4 p.m. (EST), the transaction is automatically done within one business day. (MassMutual does not guarantee telephone line availability during periods of high demand.) The cutoff time is different for international investment options.

• Frequency: Participants may change their investments as often as once a day, unless you have requested a different frequency

(e.g., monthly). Your current frequency is reflected on the TRC on the Plan Design screen. If you have recently changed the investment options offered under the Plan, you should notify Participants to call 1-800-743-5274 or access the participant website to make new elections.

• Order of transactions: MassMutual first updates Participants' accounts with any outstanding contributions, using investment

selections in effect at the time of receipt of such contributions. The requested investment selection change or transfer is then made.

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• Reporting: Please review the Confirmation Reports for accuracy and to ensure only eligible Participants make transfers. For example, under some contracts, former Participants receiving installment payments must retain their assets in the Guaranteed Interest Account; they cannot transfer out of this investment option. Some participants may be subject to trading restrictions depending on their job or position.

By Company: If the Company has investment selection over any contributions and you wish to change the allocation of investments, provide your TPA with written notification of the new allocation instructions. To transfer money between investments, send a secure email to MassMutual providing the percentage to be transferred and the appropriate investments. Investment limitations: Market timing and other excessive trading negatively impacts an investment option by driving up costs and diminishing performance. As plan fiduciary, you are responsible for protecting the interests of all Participants in your Plan by discouraging excessive trading. In addition, you should monitor the amount and the frequency of transfers to ensure that the following limits (as set forth in your contract) are not exceeded:

• Transfer frequency: Transfers between investment options are limited as elected in your Services Agreement (daily, monthly, quarterly, etc.). Frequency restrictions are noted on the TRC on the Plan Design screen.

• Competing investment options: If your Plan has both a Guaranteed Interest Account and a competing investment option, money

may not be transferred into the competing investment option.

• Employer investment selection: When the Company has investment selection rights, your contract may stipulate that no more than 20% of the Guaranteed Interest Account balance at the beginning of the plan year may be transferred to another investment option in a 12-month period without MassMutual's written consent.

• Two-Year Lookback Rule: Assets transferred to the Guaranteed Interest Account (GIA) may be subject to a special rule. If a

Participant has transferred money from the GIA to another investment option in the past two years, the money transferred back to the GIA is generally reinvested at the interest rate it would have received had it remained in the GIA.

• LIFO: Transfers from the Guaranteed Interest Account are removed on a Last In, First Out (LIFO) basis within each specific source.

Rebalancing: Participants' investments may drift away from the desired asset allocation mix over time. To correct imbalances, keep their portfolio in line with their objectives and manage risk, Participants may adjust their investment allocations back to their target allocation. This principle is known as rebalancing. Basically, rebalancing is the transferring of money between investments so Participants' asset allocation percentages remain consistent. There are two methods for Participants to rebalance their accounts. The first method is selecting the rebalance button on the participant website on an "as needed" basis, usually once a quarter or twice a year. The second method is utilizing our Cruise ControlSM feature, if elected under the Plan. A Participant initiates Cruise ControlSM through the participant website or through 1-800-743-5274, and Participants" asset allocations are automatically updated on a scheduled basis to their pre-selected allocation. Marital Status and Beneficiaries

Home If you learn that the Participant's marital status has changed, review the beneficiary designation. 1. A divorced, legally separated (or abandoned), widowed or single Participant is an unmarried Participant. The Participant may choose any

beneficiary. 2. A married Participant must choose the spouse as beneficiary unless the spouse consents to another beneficiary. Legally incapacitated

spouses can have their legal guardian provide written consent to the non-spouse beneficiary (even if the guardian is the Participant). If the Plan permits, Participants may make beneficiary changes on the participant website. Alternatively, the Participant may complete a Beneficiary Designation form. To elect a primary beneficiary other than 100% spousal beneficiary, married Participants must complete a Beneficiary Designation form and the spouse must consent in writing to the designation. The completed form should be submitted to MassMutual. A copy should be retained in your files. Changes are reflected on future reports to you. A Participant may designate more than one beneficiary or change previously designated multiple beneficiaries. A Participant's spouse needs to consent to multiple designations, even if the spouse is one of the beneficiaries. Maternity/Paternity Leave

Home A Participant may also receive credit for unpaid absences due to pregnancy, childbirth, adoption, or childcare immediately after birth or adoption. Up to 501 hours of service are credited in the year the maternity or paternity leave begins if needed to prevent a break in service. Otherwise, the hours can be credited the following year. If service is determined using the elapsed time method, service would be credited up to the second anniversary of the first day of the absence by reason of maternity/paternity.

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Service with Predecessor Plans Home

Refer to your Plan to determine whether service with the predecessor employer should count in this Plan. In general, if the Company has acquired this business from another company and is maintaining the Plan of the selling company, there should be no change in crediting service. An employee's prior service with the seller must be counted for vesting. If the seller's plan is not maintained, an employee's prior service will be counted only if elected in your Plan. The Forfeiture Process

Home If your Plan has 100% vesting of all contributions, then there will be no forfeitures other than for unclaimed benefits mentioned above. The rest of this section does not apply. If your Plan does not have 100% vesting of Company contributions, forfeiture will occur in your Plan:

Immediately If Participant terminates, is not 100% vested, and receives distribution of their vested account.

Immediately If Participant has no vested balance at termination. At the end of the plan year in which five consecutive one-year breaks in service occur (Check your Plan document for specific timing of forfeitures.)

If Participant terminates and continues their account (or incurs a five-year break in service for some other reason).

Each plan year, forfeitures are first used to reinstate previously forfeited account balances of rehired Participants. Then, as elected in your Plan, forfeitures of Company profit sharing contributions may be handled separately than forfeitures of Company match contributions. Your Plan may use the forfeitures:

• to reduce expenses (if billed to you), then to reduce the Company contributions; • to add to any profit sharing or match contribution and allocate to the Participants; or • to reallocate to eligible employees based on the ratio of each Participant’s compensation to all Participants’ compensation.

Forfeitures CANNOT be used to reduce any Participant contributions. If forfeitures reduce Company contributions: Contact your Third Party Administrator to assist you in determining the amount of forfeitures available to reduce your company contributions. If forfeitures are reallocated: Your Third Party Administrator will create a forfeiture allocation file for the purposes of allocating forfeitures to participate. Not all eligible employees may share in the forfeiture. Your Plan may require forfeitures of Company profit sharing and match contributions to be subject to restrictions such as requiring active Participants to have a year or period of service at the end of the plan year. Updating Vesting during Plan Year End Process

Home Employee Census Updates: It is essential for all Third Party Administrators to complete and return census files for each and every retirement plan. Once these updated files are received, they are uploaded into the MassMutual recordkeeping system. It is necessary for us to have updated participant vesting data in order to ensure the complete and correct preparation of participant benefit statements and to provide accurate participant loan calculations. What is a Break in Service?

Home Depending upon the terms of your Plan, in crediting service for vesting purposes, you must consider any breaks in service in addition to years of service. A Participant has incurred a one-year break in service if they are credited with 500 or fewer hours of service during the plan year. The Participant will not accrue any additional benefits during this time. The possibility of a forfeiture makes it very important that you promptly notify MassMutual of any change in a Participant's status. Any such change should be noted in a memorandum and sent to MassMutual with the appropriate form (e.g., Action form).

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Plan Administration Account Information

Home Participants may access their accounts through the following methods:

• Participant Information Center: (800) 743-5274 • Representatives are available to assist participants Monday through Friday from 8:00 a.m. until 8:00 p.m. eastern time.

• 1-800-743-5274 • Automated voice response system. Participants may access information on their accounts through this system 24 hours a day.

• The participant website: www.massmutual.com/retire • Online account access. Participants may access information on their accounts through the MassMutual website 24 hours a day.

Account information available to participants through the methods above:

• Total account balances • Balances by fund and by money source • Total vested account balance • Investment Selections (how participants choose to invest contributions) • Investment Changes (available for both current balances as well as future allocations) • Investment and market information • Transaction history through the Statement of Account feature • Loan information (including loan modeling), if allowed by the plan

Investment change requests: On any day, using any of the access methods above, participants may change investment choices for future contributions and may transfer existing account balances among the investment choices offered by the plan. Changes made after the stock market has closed (generally, Monday through Friday at 4:00 p.m., eastern time) will not be effective until the next business day. Introduction to Plan Administration

Home How to Reach MassMutual Financial Group MassMutual maintains both regular business hours Monday through Friday and the Total Retirement Center (TRC) website at www.massmutual.com/retire. Transaction Requests (and all other processing correspondence) should be mailed, emailed or faxed as follows: Mailing Address: MassMutual Retirement Services PO Box 219062 Kansas City MO 64121-9062 Overnight Mail Address: MassMutual Retirement Services 430 W 7th St Kansas City MO 64105 Email Address: TPAProcessing2@massmutual.com Fax Line: 816-701-3921 Participants: Phone: 1-800-743-5274 Web Site: www.massmutual.com/retire The participant automated service line is available 24 hours a day. The representative assistance line is available Monday through Friday from 8:00 am to 8:00 pm (EST). Client Relations: Phone: 1-800-345-6561 The TPA Ongoing Administration line is available Monday through Friday from 8:00 am to 8:00 pm (EST).

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Processing Standards Instructions, Information and Data

Home Work sent to MassMutual is considered In Good Order as long as all required information is complete. MassMutual has no duty to verify whether instructions, information or data it receives are properly authenticated and accurate. MassMutual will process work received In Good Order and prior to 4:00 p.m. EST within the following timing standards: Contributions are processed same day. Rollovers are processed same day. Distributions are processed within 5 business days. Adjustments are processed within 5 business days. Work sent to MassMutual is considered Not in Good Order if the required information is incomplete or missing from the request. If MassMutual received work that is not in good order, the following steps are taken to notify you: Day 1- The analyst will notify the TPA of the missing information. Day 3- If nothing further is received, the analyst will follow up with the TPA regarding the missing information. Day 5- If we still have received nothing further on the not in good order work, the analyst will notify the TPA that the work item will be closed and any forms or money that was submitted for this item will be returned. Once the TPA is able to get the work in good order, the TPA will be responsible for sending the work back to MassMutual.

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Qualified Domestic Relations Order Definitions

Home DRO: A Domestic Relations Order (DRO) is a legal document in the form of a judgment, decree or order from a state court signed by a judge. It relates to settlement of marital property, alimony payments or child support. State law governs the DRO. QDRO: A Qualified Domestic Relations Order (QDRO) is a DRO that is determined to be “qualified” and recognizes an alternate payee’s right to receive all or a portion of a participant’s benefit under an identified qualified retirement plan. Federal law governs the QDRO. Alternate Payee: An “alternate payee” is a spouse, former spouse, child or other dependent of the participant. If the alternate payee is legally incompetent or is a minor, the QDRO can direct payment to the individuals with legal responsibility for the alternate payee. Plan Administrator’s Duties:

Have written procedures: Retirement Plans are required to contain specific language dealing with DROs. Written administrative procedures must be established by the Plan Administrator to determine whether a DRO is qualified and to implement the QDRO. Notify the participant: When a DRO is received, the Plan Administrator must promptly notify the participant and the alternate payee(s) that the DRO has been received. Administer and qualify the DRO: Once notification has been sent to the participant, the Plan Sponsor must: Step One: Determine whether the participant’s alternate payee is also a Plan participant. Step Two: Mark the participant’s (and alternate payee’s, if applicable) record(s) to ensure no action is taken pending

qualification of the DRO. For defined contribution plans, withdrawals and distributions should be suspended. Step Three: Provide the participant’s and the alternate payee’s attorneys with a “QDRO Package” that consists of a cover letter to

each party that states:

• The Plan's Name • For defined contribution plans, requests for withdrawals, distributions, loans and transfers among investment

options will be suspended. The suspension will be lifted if no additional information or decree is received within the next 18 months from the date on which the DRO would require payment to the alternate payee (if qualified). If it is determined that the DRO is not a QDRO sooner, the suspension will be lifted earlier than 18 months.

• Current annuity payments to the participant will be adjusted to separately allocate the payments earmarked for the alternate payee in the DRO.

• Whether the Plan provisions allow for immediate distributions to an alternate payee or whether the payee must wait to receive distribution until the participant terminates or otherwise becomes eligible for a distribution.

The “QDRO Package” must also include the requirements for a decree to be qualified, a signed and notarized Participant Consent form authorizing release of account/retirement benefit information to the participant’s and alternate payee’s attorneys, and a copy of the plan’s procedures for administering QDRO.

Step Four: Provide the alternate payee with information on the Plan such as the relevant plan documents and Summary Plan

Description. Benefit information regarding the participant’s benefit should only be released upon receipt of written consent of the participant. The information should state the following: the participant’s benefits cannot be assigned to the spouse without a QDRO; even with a QDRO, the alternate payee may not be entitled to immediate payment (depends upon the provisions of the Plan document); and the Plan Administrator cannot provide legal or tax advice, but the alternate payee(s) and his/her respective attorney may contact the Plan Administrator with any Plan-specific questions in the matter.

Step Five: Within a reasonable period (based upon the complexity of the DRO and/or whether the DRO contains all the

necessary information (in any case not to exceed 18 months)), review the order to determine whether it is qualified. If the answer is “yes” to all of the questions on the Qualification Checklist, the DRO is qualified. Keep in mind that a DRO may be considered a QDRO even if it:

• Is issued after another DRO or QDRO; • Revises another DRO or QDRO; or • Is issued following the death of the participant.

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Step Six: If the order is qualified, notify the participant and the alternate payee (and/or their attorneys, if so directed) via letter. The letter should repeat the terms of the benefit assignment to ensure that all the parties have the same understanding of the terms. Include a copy of the QDRO and applicable benefit election forms, if benefits are currently payable. For deferred distributions, the alternate payee does not need to complete a form at this time. Notify MassMutual Retirement Services Division of the QDRO determination.

The Internal Revenue Service (IRS) takes two approaches to the form and commencement of payment to an alternate payee – the separate interest approach and the shared payment approach. Separate interest: Under the separate interest approach, the QDRO divides the participant’s benefit (rather than just the payments) into two separate portions: one for the participant and one for the alternate payee. The intent is to give the alternate payee a separate right to receive a portion of the accrued benefit to be paid at a time and in a form different from that chosen by the participant. Shared payment: Under the shared payment approach, the retirement payments are split between the participant and alternate payee. The alternate payee receives payments in the same form as the participant and payments to the alternate payee do not commence until the participant has begun to receive payments or is already in pay status.

Step Seven: If the DRO is not qualified, notify the participant and the alternate payee (and/or their attorneys, if so directed) via

letter. State the reason for the rejection (pointing out any deficiency in the order that needs correction) and include a copy of the Qualification Checklist. Also refer to any plan provision on which your determination is based, explain any time limits to rights available, and describe any additional material, information or necessary modifications to the order and why modification is needed for qualified status. Inform the participant and alternate payee to contact their own attorneys to discuss amending the order. They must submit a copy of the amended order to you.

Determining qualified status of DRO

Home The Plan Administrator or the legal counsel must determine whether an order is qualified. MassMutual does not determine the qualified status of a DRO. A QDRO should be clear on non-vested benefits, future vesting, what happens if the participant dies before the alternate payee (and vice versa) and any other spousal rights as a beneficiary or a surviving spouse. For example if the alternate payee dies before the participant begins to receive distributions and the order does not provide for a contingent beneficiary upon the alternate payee’s death, then generally the participant’s benefits are restored as if there had been no QDRO. A QDRO cannot:

• Require any type or form of benefit not otherwise provided under the plan; • Require commencement of the alternate payee’s payment(s) as of a date that is not permitted by the plan (i.e. termination, death,

disability, retirement); • Create options not available in the plan; • Increase benefits above and beyond what is normally allowed by the plan; • Alter benefit payments under an existing QDRO of a different alternate payee; • Authorize a joint & survivor annuity to an alternate payee for the lives of the alternate payee and his/her subsequent spouse.

The Plan’s tax-exempt status is dependent on compliance with anti-alienation rules. Therefore, do not comply with a non-qualified order. If payment to an alternate payee was improper, there may be liability for breach of fiduciary duty. Timing of distribution to alternate payee

Home An alternate payee of a participant already receiving benefit payments may begin to receive payment(s) immediately. An alternate payee of an active or former employee who is not yet eligible to receive benefits may not be entitled to immediate distribution of benefits. The Plan document(s) will describe when payments to the alternate payee may begin and will state whether a lump-sum distribution is available and when it is allowed. Legal Requirement: If the participant remains actively employed, benefits may not be available for distribution to the alternate payee until the participant attains the earliest retirement age allowed, unless otherwise indicated in the plan document. Setting up a separate account for alternate payee for defined contribution plans

Home Former employees: If the DRO is against a former employee who is a participant receiving benefits, the portion of the payment that is earmarked for the alternate payee in the DRO under the court order will be placed into a separate account until the Plan Administrator makes the determination that the order is a QDRO. The payment cannot be segregated for more than 18 months from the date the alternate payee could begin receiving benefit payments under the DRO while it is determined whether the DRO is qualified. If the 18-month time period expires without a determination or if is determined that the DRO is not qualified, the payment will be returned to the participant’s account. If it is later determined that the DRO is qualified, the alternate payee will then begin to receive his/her money from future payments.

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Active Employees: A separate account will be set up to segregate the alternate payee’s benefits. The payment cannot be segregated for more than an 18-month period while it is determined whether the DRO is qualified. If it is determined that the DRO is qualified and the alternate payee is eligible to receive benefits, or if the alternate payee is eligible for, and elects, an immediate distribution, payment will be made from that separate account (as an audit trail to document what occurred). If the alternate payee is not eligible for immediate distribution or elects to defer the amount payable under the QDRO, the separate account will continue to be maintained under the alternate payee’s name. Ongoing alternate payee activity: The alternate payee with a separate account has limited rights under the Plan. The alternate payee cannot have a partial withdrawal unless otherwise permitted by the Plan and, generally, alternate payees are not permitted to obtain loans from their accounts. The money must remain in the account until the terms of the QDRO and the Plan permit a distribution. Payments to the alternate payee will be made as he or she elect(s). The alternate payee’s account will appear on your financial reports. MassMutual will keep track of both the participant’s and alternate payee’s accounts. You will need to forward certain disclosure information to the alternate payee, including the Statement of Account, updated SPDs (or SMMs) and Summary Annual Reports. Earnings associated with separating the accounts: If a QDRO provides that gains and losses are added to the benefit to the alternate payee, the earnings will be based on a Rate of Return Calculation. Rate of Return Calculation - A calculated overall rate of return of the account during the period between the effective date of the QDRO and the actual division of the account pursuant to the QDRO, which is based on the beginning and ending account balance and is time weighted to reflect the duration of the assets within the account attributable to transactions during such period, including contributions, withdrawals and loans, if any. Understanding taxation of benefits

Home If the alternate payee is the participant’s spouse (or former spouse), the alternate payee awarded benefit is subject to any federal, state or local income taxes upon distribution. If the alternate payee is any other person (e.g. child or other dependent), the participant is responsible for any taxes upon distribution. If the alternate payee is the spouse (or former spouse), the participant’s tax basis (i.e., after-tax employee contributions, including grandfathered pre-1987 contributions) is allocated between the alternate payee and the participant. Cash distributions can be made only if allowed by the plan. If distribution is not made immediately, the basis will be pro rated between the alternate payee’s accrued benefit and the participant's accrued benefit. Also, if no immediate distribution is made, separation of the participant’s accrued benefit will not cause an IRS Form1099-R to be produced. Any distribution to the alternate payee is not subject to the IRS 10% premature distribution excise tax. However, if allowed under the Plan, the distribution may be rolled over to an Individual Retirement Account (IRA) or another qualified plan (by the alternate payee) and then distributed from the IRA/plan. The rollover amount may then be subject to the 10% penalty because the benefits are being paid to the spouse under the IRA or qualified plan rules. With a defined contribution plan, if the alternate payee receives a distribution, the payment is generally subject to a check charge. In addition, there may be an administrative fee for separating the participant’s account from the alternate payee’s. The charge is based on an hourly rate. The Department of Labor (DOL) has taken the position that expenses relating to a QDRO may be paid by the employer, from plan assets, or charged to the account of the individual participant (as elected in your Administrative Services Agreement).

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Records Retention Records Retention

Home Plan records are retained by MassMutual for as long as the plan is an active client plus an additional 7 years after the client terminates its contract with MassMutual. At the conclusion of the retention period, the records will be destroyed unless they are subject to a legal hold (e.g., they are the subject of a regulatory inquiry or active litigation).

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Reports and Communications Required Reporting and Communications

Home MassMutual will assist both the Third Party Administrator (TPA) and Plan Administrator (PA) with the preparation of reports and participant communications. These reports and communication pieces include, but are not limited to Financial Reports (Cash Receipts, Contributions and Loans, Plan Assets, Summary Balance Report and Unallocated Assets), Loan Reports (Loan Monitoring Report, Loan Summary Report and Outstanding Loans), Participant Reports (Future Eligible, Missing Investment Selections, Participant Balance Report, Participant Status and Scheduled Payouts), Investment Reports (Daily Performance Updates, Monthly Performance Summaries, Investment Profiles, Peer Analysis Reports and Due Diligence Reports), Auditors Reports, Plan Year End Reports (5500 Disbursement Report, 5500 Financial Detail Report, 5500 Financial Summary Report, 5500 Guaranteed Interest Rate Report, 5500 Historical Cost Report, 5500 Financial Intermediate Detail Report, 5500 Loan by Investment Report, 5500 Summary Loan Report, 5500 Loan Accrued Interest Report, 5500 Participant Accounting Report, 5500 Participant Count Report, 5500 Rollover Contributions by Participant Report, Form 5500 Schedule of Assets, Fair Value Disclosure Report, 5500 Schedule A Insurance Information, 5500 Schedule C Service Provider Information, 5500 Schedule D Information, Contract Exchange Report - 403(b) plans, Form 8955 - SSA Backup Report, Statement on Standards for Attestation Engagements (SSAE) 16 Type II Report, MassMutual Retirement Services SOC 1 Bridge Letter, Statements of Assets and Liabilities, MassMutual ERISA certification), Quarterly Participant Statements, Targeted Communication Campaigns and Customized Distribution Kits. Both the TPA and PA are obligated to review the information in all reports and communications prepared by MassMutual in a timely manner and notify MassMutual in writing within 30 days if they think the data includes any errors or discrepancies. The PA is responsible for providing participants, including terminated participants, all legally required disclosures, communications and other information (e.g., Summary Plan Descriptions, Summary Annual Reports, Benefit Statements and Black-Out Notices). MassMutual only provides the communication materials and statements as described in this Guide. MassMutual does not make any representations as to whether such communication materials and statements satisfy the requirements under applicable law and regulations.

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Required Minimum Distributions Failure to Comply

Home If you fail to make a required minimum distribution, there are two consequences:

• your Plan's qualified status can be jeopardized, particularly if the IRS finds a regular pattern or practice of failing to meet these requirements (such as consistently miscalculating Participants’ ages or incorrectly recording dates of birth year after year, or consistently failing to distribute RMDs).

• the Participant can be subject to a 50% additional tax. The 50% tax is on the amount by which the RMD exceeds the amount

actually distributed (if any). To pay the tax, a Participant may need to file an IRS Form 5329 to report the tax due and attach it to his/her IRS 1040 Form. The IRS has the discretion to waive the excise tax if a Participant provides sufficient documentation explaining that the failure to obtain the distribution was due to reasonable error and that reliable steps are being taken to remedy the situation. If the IRS accepts the explanation, it will refund the excise tax paid. The Company may use the IRS' Employee Plans Compliance Resolution System (EPCRS) program to correct failure to follow the 70½ rules. If the Plan sponsor uses the Voluntary Correction Program under EPCRS to seek IRS approval for the correction, they may request waiver of the excise tax on the Plan Participants. Special rules apply if the affected Participant is an owner-employee or a 10% owner or corporation. Tax Considerations:

• 10% withholding on the RMD (unless you elect no withholding on this amount). • 20% withholding on the amount by which a distribution exceeds your RMD. • Withholding is for pre-payment of federal income tax. May be subject to additional federal and/or state taxes. • RMD cannot be rolled over. Any amount exceeding your RMD can be rolled over into an IRA or another eligible retirement plan to

avoid 20% tax withholding. Refer to the Special Tax Notice for additional details concerning rollovers. • If the participant participates in more than one qualified plan and/or had an IRA, they are required to have minimum distributions

calculated separately and distributed separately from each plan/account. • A Participant may total the RMDs of all the 403(b) accounts of the Participant (regardless of the employer sponsoring the plans) and

take distribution from any one or more of those accounts. • A Beneficiary may total the 403(b) accounts the Beneficiary holds as a Beneficiary of the same deceased participant but not with

accounts the Beneficiary holds as an employee or as a Beneficiary of a different deceased Participant. For additional tax information, refer the Special Tax Notice or consult with the IRS or Tax Advisor. Form of Benefit

Home Once a Participant attains their RBD, distributions from their vested account balance must be made in an amount that at least satisfies the RMD regulations. The RMD from a defined contribution plan is calculated based on the Participant's account balance as of the December 31 prior to the distribution calendar year divided by a life expectancy factor which is based on the Participant's age and the age and identity of their designated beneficiary. An alternative to the annual RMD is to have the active or terminated Participant make an election to begin receiving distributions under one of the benefit payment options available under the plan such as an annuity, installment payments or a one-sum cash payment. These optional forms of benefit must be distributed over a period that is not greater than the life expectancy of the Participant or joint life expectancies of the Participant and their designated beneficiary and are subject to the incidental death benefit requirements.

AVAILABLE BENEFIT OPTIONS AT 70½ …(Refer to your Plan document for actual provisions / elections) One-Sum Cash Payment

The entire account balance can be paid to the Participant in one-sum by April 1 after the year in which the Participant attains age 70½. However, the amount attributable to the RMD may not be rolled over. If contributions continue to be made to the Participant's account, additional distributions are required annually. An additional distribution is not required that same year.

Annuities If the Participant's account balance exceeds $5,000 (or a lesser amount if elected in your Plan), an annuity may be purchased. The annuity may be subject to an administrative charge and a premium tax in some states. It must begin by April 1 after the year in which the Participant attains age 70½, and once elected, it may not be revoked. If contributions continue to be made to the Participant's account, they may be distributed as a one-sum cash payment or used to purchase additional pieces to the annuity by January 1 of the following year and each January 1 thereafter. A Benefit Election form must be submitted to us for the Participant by December 1 of each year until retirement.

Required Minimum Distribution (RMD)

The required minimum distribution (RMD) is an annual withdrawal without any of the withdrawal restrictions. It is calculated annually based on the Participant's account balance and appropriate life expectancy factor. The distribution follows the withdrawal hierarchy of your Plan without the restrictions.

Required Minimum Distribution + Cash

A Participant may request less than their entire account balance (a one-sum cash payment) but more than the required minimum amount. This type of distribution is subject to both mandatory and voluntary withholding. A required minimum distribution may not be rolled over. It is subject to elective withholding. The additional cash amount, to the extent it is an eligible rollover distribution, may be rolled over and is subject to 20% mandatory federal income tax withholding.

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Installments Installment payments are periodic payments based on a fixed period or a fixed amount. The expected period of payment may not exceed the life expectancy of the Participant, or of the Participant and Participant's beneficiary.

Example of Rollover: Whitney, a terminated Participant, turned age 70½ in 2007 and elected to have her entire account balance rolled over to her IRA. She will receive two checks: one issued to herself for her required minimum distribution and another check issued to her insurance company for the IRA representing her remaining account balance.

How to Initiate a Required Minimum Distribution (RMD)

Home The Required Minimum Distribution (RMD) rules define the minimum amounts that must be distributed annually to participants or beneficiaries who have attained their Required Beginning Date (RBD). RMDs cannot be rolled over. Your Third Party Administrator will calculate the amount of the Required Minimum Distribution. Basic Rule: A Participant's RBD depends on whether or not they are considered to be a 5% owner. In general, active Participants must begin to receive their benefits by April 1 of the year following the year that they either attain age 70½ or retire, whichever is later. However, 5% owners must begin to receive their benefits by April 1 after the year they attain age 70½. An exception is Participants who made a special pre-1984 designation known as a TEFRA §242(b) election. Required Beginning Date Chart

Type of Participant… Required Beginning Date Terminated or Retired Participants who deferred distribution of their accounts

April 1 after the year the Participant turns age 70½

Active Participants who are 5% owners A 5% owner is: • one who owns over 5% of Employer Stock or business

interest; or • a spouse, child, grandparent or parent of a 5% owner. Ownership is determined as of the plan year ending in the calendar year the Participant attains age 70½. Later changes to ownership are not counted.

April 1 after the year the Participant turns age 70½

Active Participants who are non-5% owners who have attained age 70½

April 1 following the end of the calendar year the Participant retires

Spouse beneficiary of a Participant who died before attaining their required beginning date

December 31 of the year following the year the Participant died. However, the spouse beneficiary may delay the distribution until December 31 of the year the Participant would have turned age 70½

Non-spouse beneficiary of a Participant who died before attaining their required beginning date

December 31 of the year of the fifth anniversary of the Participant's death if the non-spouse beneficiary did not begin taking distributions over his/her own life expectancy by December 31 of the year following the year the Participant died

Note: Failure to make a minimum distribution may jeopardize your plan's tax qualified status and may subject Participants to a 50% federal excise tax.

Example: Claire, an active Participant who is a 5% owner, had her 70th birthday on October 14, 2018. On April 14, 2019, she turned 70½. Therefore, she must begin to receive her benefits under the Plan by April 1, 2020 (April 1st of the year after the year in which she turned 70½). If Claire were not a 5% owner, she would not need to receive her required minimum distribution until retirement.

Refer to the following to make a Required Minimum Distribution (RMD): Step One: Determine which Participants Must Receive RMDs based on the required beginning date chart above. They may need their

first payments or their annual on-going payments. Note: The Participant Balance Report on the TRC (under Reports) includes balance and date of birth, by Participant. Upon

request, we can also provide you with a listing of Participants who turned 70½ in the current plan year. You would still need to confirm ownership interest and verify the birth dates as some Participants may not have given MassMutual correct dates.

Step Two: Give the Participant the Estimate of Benefit Options form. The Participant should fully complete the Estimate form, sign it

and return it to you. After you sign and return the completed form to us, we'll provide you with an estimate of all the benefit options allowed under the Plan. Make a copy of our estimate for your records and give a copy to the Participant. You may want to encourage the Participant to speak with an accountant or tax advisor concerning the various benefit options.

Step Three: Provide the following material in February to Participants (or applicable family members) needing a first RMD payment (by

April 1), and in October to Participants needing an ongoing RMD payment (by December 31):

• a copy of the Special Tax Notice, which provides information on tax withholding and rollovers (the required minimum distribution cannot be rolled over; however, money in excess of that amount can be rolled over);

• a Required Minimum Distribution Election form for a RMD or a Benefit Election form or any other benefit option; • Automatic Qualified Joint and Survivor Annuity flyer, if spousal consent is required (due to Plan provision or the

Participant's election of an annuity); and • Waiver of Qualified Joint and Survivor Annuity form, if spousal consent is required.

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Step Four: Review the Participant's completed Required Minimum Distribution Election form or Benefit Election form (and Waiver of Qualified Joint and Survivor Annuity form if applicable) to ensure that all the information is provided. Verify the birth dates of the Participant, spouse, and any joint annuitant. Sign the form(s) and send them to MassMutual.

Step Five: Repeat Process Each Year:

• An active Participant must complete the Required Minimum Distribution Election form or Benefit Election form each year until retirement. At retirement, the Participant should complete an Action form (or for Plans without our Retirement Specialist Group service, a Notice of Retirement/Disability form).

• A former Participant or beneficiary who elects a RMD must complete the Required Minimum Distribution Election form each year. If s/he elects a benefit other than a RMD, no further action is needed after initial completion of the Benefit Election form.

MassMutual handles the requested distribution within five business days after receipt of the form and sends the Participant the check attached to the Distribution Confirmation Report. For Clients with our Automated Services MassMutual will directly contact the former participants over age 70½. You may be required to verify data (i.e., birth dates, addresses, etc.) prior to the mailing. Participant and Spousal Consent

Home If a Participant's signature (and the spouse’s signature, if required) cannot be obtained on the Required Minimum Distribution Election form, the Required Minimum Distribution can be made without consent. However, if the plan is subject to the Qualified Joint and Survivor Annuity requirements the distribution must be in the form of a Qualified Joint and Survivor Annuity or Preretirement survivor Annuity as applicable. Vesting

Home Upon attainment of the Plan’s normal retirement date, an active Participant is 100% vested whether or not s/he retires. Therefore, at age 70½, the Participant is almost always 100% vested, with one exception -- if the Plan requires a number of years of participation as well as an attained age for Normal Retirement. The required minimum distribution amount is determined without consideration of whether the Participant is vested. However, the actual payment of the required distribution is from the vested portion of the Participant's account.

Example: Ed started working for Company Z when he was 68 years old. Company Z's Plan requires 5 years of participation and age 65 for normal retirement. Therefore, at age 70½, Ed is subject to the Plan's vesting schedule. He will be 100% vested in the Company's Plan after participating for 5 years.

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Tax Withholding Defaulted Loans

Home An outstanding loan defaults at termination of employment or retirement, unless your Plan provides otherwise. You should give the Participant the chance to repay the entire outstanding loan balance in one-sum prior to the processing of the benefit. Depending on your Plan’s provisions, if the loan is not repaid, MassMutual offsets the loan balance from his/her account. The outstanding portion plus accrued interest becomes payable. If the Participant elects to repay, s/he must pay the outstanding loan balance to you and you must attach a Company check, bank check or money order (personal checks are not accepted) to the Action Form. Generally, any unpaid defaulted loan balance that is not rolled over is subject to 20% mandatory Federal income tax withholding and may be subject to the early distribution tax discussed in the Early Distribution Tax section. MassMutual will withhold the mandatory 20% Federal income tax if the remainder of the account is paid in a one-sum cash payment or installments. If the remainder of the account is directly rolled over or kept in the Plan, taxes are not withheld.

Example: George, a terminating Participant, has an account balance of $10,000 (including a $3,000 loan). He directs that: • his entire account balance be rolled over to an IRA. No 20% withholding is applied to the defaulted loan. The

Plan directly rolls $7,000 to the designated IRA. An amount equal to the $3,000 defaulted loan may be rolled into the IRA or another eligible plan within 60 days.

• his entire account be paid in a one-sum cash distribution. The 20% Federal income tax is withheld on the entire $10,000, the Participant receives a check for $5,000 ($7,000 distribution less $2,000 withholding [20% of $10,000]). George is entitled to roll $10,000 into an IRA or eligible plan with 60 days.

• his entire account remains with MassMutual. The loan default is processed, with no 20% Federal income tax withheld. The loan is reported to the IRS as a taxable distribution (George will receive an IRS 1099-R form for the amount of the defaulted loan). An amount equal to the $3,000 defaulted loan may be rolled into an IRA or another eligible plan within 60 days.

Early Distribution Tax

Home A terminated Participant that receives a one-sum cash payment before age 55 is generally subject to IRS' 10% early distribution tax. The tax is on the portion of the account balance includible in income. The Participant must file IRS Form 5329 and enter the tax payable on his or her IRS 1040 Form. We do not withhold this tax, but we report the distribution as an early distribution on the IRS Form 1099-R (via distribution codes). The 10% additional tax can be avoided if the terminated Participant under age 55 takes installment payments over his or her life expectancy (or the life expectancies of the Participant and spouse) instead of cash. Disability Exemption: A Participant who separated from service due to total and permanent disability may be exempt from the IRS' 10% additional tax on early distributions. The Participant and his/her tax advisor should make this determination. However, the IRS Form 1099-R, will reflect the distribution as a "disability" with the appropriate distribution code. Disability for IRS (and Social Security) purposes is defined as the inability to engage in any substantial gainful activity because of a physical or mental condition that is certified by a physician to last over 12 months or may result in death. We do not monitor your Plan's definition of disability (which may be this definition or a more liberal definition), nor do we require the Social Security disability award. Eligible Rollover Amounts

Home The following eligible rollover amounts are subject to Federal income tax withholding, and state income tax withholding as applicable, unless they are directly rolled over:

• periodic payments of less than 10 years (installment payments or annuities) • payments to a beneficiary or alternate payee • loans defaulted at termination or retirement • taxable one-sum cash payments to a Participant • in-service withdrawals (non-hardship)

Federal Income Tax Withholding

Home Federal income tax is required by law to be withheld from taxable distributions. A taxable distribution is any benefit payment, aside from Roth and Participant after-tax contributions and, in some cases, Roth earnings. No Federal income tax is due at separation of service if a Participant elects to maintain (“continue”) his/her account balances within the retirement plan or directly roll over the distribution.

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Participants complete the applicable employee activity form to elect, or opt out of, Federal income tax withholding. MassMutual does the rest by:

• withholding the appropriate amount • submitting withheld amounts to the IRS (via the IRS Form 945), and • reporting withheld amounts on the Internal Revenue Service’s (IRS) Form 1099-R(Distributions From Pensions, Annuities,

Retirement or Profit-Sharing Plans, IRAs, Insurance Contracts, etc. ) sent to the Participant by January 31 of the year following the distribution.

No action is required on your behalf. We do not withhold monies that may be required for any additional taxes that may be due (such as the 10% early distribution tax); Participants are responsible for reporting and paying any additional taxes due. Federal income tax is not withheld if the taxable portion is less than $50 (resulting in a withholding amount less than $10). In any event, distributions of less than $200 are not subject to withholding. The actual amount we withhold from the taxable distribution of assets held at MassMutual is based on whether it is an eligible or ineligible rollover amount.

Example: Cheryl terminates employment and elects a one-sum cash payment on the Action form. In the Withholding section of the form, she elects to have the check for the one-sum cash payment directly rolled over to her IRA. No withholding is deducted from the payment.

With respect to plans qualified in the U.S. only, MassMutual will apply only U.S. federal taxation rules when processing distributions to all plan participants residing in the U.S. or one of its possessions (regardless of legal residence or non-U.S. income earned). If applicable, the participant will be responsible for any taxes that may be owed to a U.S. possession and will need to obtain the appropriate tax forms from the applicable tax authority. Participants Need to Review Their Tax Withholding. Participants must determine if they are having the right amount withheld from their installment or annuity payments. To change their withholding, give them IRS Form W-4P. Foreign Citizens

Home If the Participant's address is outside the United States, we are required by the IRS to withhold 30% income tax from any periodic or one-sum cash payment unless the Participant is a citizen of a country which has a tax treaty with the United States. A U.S. citizen who is a bona fide resident of a foreign country and a nonresident alien who was a U.S. citizen in the last ten years but no longer has U.S. citizenship (usually to avoid federal income taxes) cannot elect out of withholding. Citizens of Puerto Rico that live and work in Puerto Rico may be exempt from any federal income tax withholding.

Federal law allows us to round withholding to the nearest dollar. States have their own rules (e.g., Massachusetts requires rounding to the next highest dollar; there is no rounding down). However, we do not round off for withholding from nonresident alien payees. We withhold the exact amounts.

The Participant must complete a Citizenship Statement and forward it to us with the distribution form before any payment can be made. A Participant who is a citizen of a country that has a tax treaty with the United States must also attach a completed IRS Form W-8BEN to the Citizenship Statement. Ineligible Rollover Amounts

Home A Participant may choose not to have tax withheld for the following amounts ineligible for rollover:

• periodic payments of 10 years or more or over the life expectancies of the Participant and spouse (installment payments or annuities)

• required minimum distributions on or after age 70½ • payments of excess annual additions • loans defaulted during active service • payments to non-spouse beneficiaries (Even if your plan allows non-spouse beneficiaries to rollover to an inherited IRA as provided

by the Pension Protection Act of 2006, if the distribution is taken as a cash payment it is not subject to the mandatory 20% federal income withholding rate)

• hardship withdrawals In addition to the tax withholding section of the employee activity form, a Federal withholding election may be made on a separate IRS Form W-4P form. If the Participant chooses not to have tax withheld from an ineligible rollover amount, s/he may be required to pay estimated taxes. The IRS requires the Participant to have tax withheld or to pay estimated tax equal to at least 90% of his/her total tax for the current year. If s/he does not, the Participant owes a penalty to the IRS. State Income Tax

Home We will withhold state income tax from taxable pension payments for states with required withholding (unless the Participant elects a direct rollover. Participants may choose no state withholding or request withholding by completing the State Withholding section of the employee activity form. Refer to the State Tax Information document for information on tax withholding for each state.

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Taxation of Periodic Payments Home

Installment and annuity payments are treated as "amounts received as an annuity." If there are no Roth and Participant after-tax contributions (and, in some cases, Roth earnings), each payment is taxable in full. If there are Roth and Participant after-tax contributions (and, in some cases, Roth earnings) or other nontaxable basis such as a repayment to a Plan of a distribution due to reinstatement, a portion of each payment is non-taxable based on IRS' simplified general rule (which is also provided for in the Small Business Job Protection Act of 1996). If payments are made over the life expectancy of the Participant, the following chart is used (assuming monthly payments): Age of Expected Number of Participant Monthly Payments 55 or under 360 56 - 60 310 61 - 65 260 66 - 70 210 71 and over 160 If payments made over the life expectancies of the Participant and spouse, the following chart should be used (assuming monthly payments): Combined Age of Expected Number of Participant and Spouse Monthly Payments 110 or under 410 111-120 360 121-130 310 131-140 260 141 or over 210 The amount of contributions recovered tax-free by the Participant during the year is shown in box 5 of IRS Form 1099-R.

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Termination/Retirement Automatic Cashout

Home If allowed in your Plan, Participants who terminate with a VESTED account balance of less than $5,000 (your plan may elect a lesser amount) may be automatically cashed out either as a lump sum cash payment or as direct rollover to Oppenheimer Funds Distributors, Inc (“Oppenheimer”). The customized package will explain to the participant what will occur if they do not respond. If their vested account balance is transferred to Oppenheimer, Oppenheimer will send out a welcome packet to the participant upon receipt of the funds. If a participant has questions on their new Oppenheimer account, they can call 1-800-783-7783. Automatic Cashout-403(b) Plans

Home If your plan automatically cashes out participants upon termination or retirement who have a balance that does not exceed $5,000, coordination of this limit with other providers is required to ensure that the participants total balance among all providers does not exceed $5,000. If this provision has been eliminated from your plan to relieve you of this coordination, another process applies. If a distribution election is not received by MassMutual in generally 60 days, the distribution of terminated or retired participants account balances, regardless of the amount, will be deferred rather than having the participants account balance paid in cash or rolled over to an IRA. Continuation of Account

Home Another form of benefit available to a terminated or retired Participant is Continuation of Account. They may leave their account in the Plan until:

• the later of age 62 or normal retirement age, or • age 70½, if allowed in your Plan.

On or before that date, the former Participant must choose another option for receiving their benefits by contacting our Retirement Specialist Group if your Plan has this service. Otherwise, the participant must complete a Benefit Election form. If the former Participant elects this option, you and the participant should review their beneficiary designation to confirm there are no changes. A participant may be able to take a partial or full withdrawal in the future by completing a Benefit Election form. Outstanding loans are defaulted unless repaid or your Plan provides otherwise. This Participant and their balance appear on the Form 5500's Schedule SSA that we send to you after the plan year and on your financial reports. The Participant continues to receive Statements of Account and can access the participant website and 1-800-743-5274. 180 days prior to the former Participant's attainment of normal retirement (or age 70½ if allowed by the Plan) or earlier if elected by the former Participant, send the completed Benefit Election form to MassMutual. The form should contain the former Participant's election of another benefit option. Coverage Change/Transfer of Assets

Home If Participants are still in the group of employees covered by the Plan, but simply stop making Participant contributions, they have not terminated participation. Coverage Change: If any Participants are no longer in the classification of employees covered by the Plan, please send us written notification. The Participants’ accounts should be considered inactive or frozen in the Plan until such time as they terminate employment or become covered by the Plan again.

• Do not send any new contributions on the Participants' behalf. • They continue to vest as long as they remain employed and satisfy applicable requirements. • If your Plan allows loans or in-service withdrawals, Participants may still request withdrawals or loans. If they are in another

Company plan, their account balances in this Plan must be counted in determining their maximum loan amount. • They continue to receive Participant Statements of Account. • Distributions cannot be made until they have a distributable event (e.g. termination or retirement occurs).

Example: Ray, an hourly paid employee in his company's Plan, is promoted to a salaried position. As his Plan only covers hourly paid employees, Ray can no longer participate in the Plan.

Transfer of Assets: If you want to transfer Participants' assets to another plan:

• Both plans should have a provision allowing such a transfer, and • The receiving plan must protect certain withdrawal and benefit provisions to comply with anti-cutback of benefits rules. • You may need to file a Form 5310-A with the IRS.

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Deferred Annuity Home

If allowed in your Plan, Participants may elect to receive a deferred annuity, which is payable at earliest retirement date. The amount of the deferred annuity is based on the Participant’s account balance, less administrative expenses and, if applicable, any state premium tax. At retirement, the Participant may elect an Immediate Annuity listed below or a one-sum cash payment. You should ensure that the Participant understands this election is irrevocable until his/her earliest retirement date. Death benefit: Prior to electing the deferred annuity, the Participant should review his/her beneficiary designation using the “My Account, Personal info” tab on the participant website. Changes can be made through the Beneficiary Designation screen or by completing a Beneficiary Designation form. The death benefit will equal the Participant’s account balance at the time of the purchase, less any expenses, plus interest. The spousal beneficiary can elect a Preretirement Survivor Annuity and any beneficiary can elect to receive a one-sum cash payment. Annuity Certificate: We send the Participant a certificate reflecting his/her rights to the annuity. S/he should retain the certificate until the annuity starting date. Certificates sent to residents of California, Florida, Montana, New York, Nebraska, Oklahoma, and Virginia include additional information on contacting MassMutual with questions or issues. Early Retirement: Immediately prior to the Participant’s earliest retirement date, the Participant will be notified that the annuity will soon start. If desired, the Participant may convert the deferred annuity to another form of benefit by completing a Request to Change Deferred Annuity Election form. Direct Deposit

Home One-sum cash, installment or annuity payments can be sent directly to a bank for deposit to a checking or savings account on the day it is payable. To apply for direct deposit, Participants complete the Direct Deposit Agreement form. The Participant must include a voided check or savings deposit slip for verification. Allow at least one month for setting up the electronic direct deposit (for installments and annuity payments). In general, we use the Automated Clearing House (ACH) system to electronically transfer funds from the Participant's account to his/her bank checking or savings account. Requests for transferring funds by FEDWIRE (Federal Funds Transfer) must be reviewed on a case-by-case basis and involve an additional cost. The following chart indicates some of the differences between the two methods:

ACH... FEDWIRE...

$100 to $100,000 can be transferred No dollar limit

If sent by 4 p.m. (EST), the transfer is normally effective the next business day

Wire orders received by 4 p.m. (EST) are executed that day

No fee charged Fee charged by FEDWIRE and Participant's bank may charge a fee for receiving wire transmissions

If a wire is returned for any reason and we do not have accurate data to resend, the payment will be reissued as a check and mailed to the Participant's address on record. Direct Rollover

Home Participants can rollover their money into another qualified plan or IRA. We issue the checks to the trustee or financial institutions on behalf of the Participant. Participant after-tax contributions can only be rolled over to an eligible plan if the new plan accepts such rollovers. However, if less than all the account balance is rolled over, the rollover is treated as first attributable to the taxable portion. Required minimum distributions cannot be rolled over. The Participant receives a separate check issued to him/her for that amount if applicable. Unless otherwise elected in your Services Agreement, the distribution check with a Distribution Confirmation is sent to the Participant’s home. If the entire amount is directly rolled over, income tax is not withheld. Participants may choose this option in the Action form (or Notice of Termination of Employment form or Notice of Retirement/Disability form). They are responsible for:

• contacting the new plan or IRA to determine the exact name to enter on the form (and to whom the check will be issued); • ensuring the new plan will accept the rollovers; and • delivering the check to the new plan or financial institution.

Example: Nadine, a non-5% owner who is age 75, will retire April 1. She elected to have her account balance rolled over to her IRA. She will receive two checks: one issued to herself for her required minimum distribution and another check issued for the IRA for the remaining account balance.

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Disability Retirement Home

If allowed in your Plan, disability retirement may occur when a Participant becomes permanently unable to work because of injury or disease. Participants can retire due to disability on the date allowed in your Plan. You must determine whether the Participant is disabled. This determination is generally based on one of the following (as elected in your Plan):

• entitlement to Social Security disability (a copy of any Social Security Award should be retained in your files), • collective bargaining agreement provisions, • disability benefit provisions under a Long Term Disability Insurance Plan, or • normal Company practice applied in a uniform and nondiscriminatory manner.

Election Period

Home Legally, Participants have a strict time period to make a benefit election; no more than 180 days but no less than 30 days prior to the date distribution commences. The Participant cannot elect a benefit prior to this 180-day period and cannot receive their distribution until 30 days after receiving the Special Tax Notice. The Participant may waive the 30-day period simply by signing and submitting the Action form.

Example: Aimee intends to retire and take a distribution July 1. She should receive information on the retirement benefits no earlier than January 1 and should elect her benefit between January 1 and July 1. Prior to making her election, Aimee should have completely read the Action Package she received from our Retirement Specialist Group, including the Special Tax Notice.

How to Initiate a Termination/Retirement

Home If allowed in your Plan, a Participant can immediately receive a distribution of their entire vested account balance or after a certain time period after separation of service (such as after a one-year break in service). Even if your Plan does not allow for immediate distribution of all plan assets, it may still allow the Participant to receive an immediate distribution of any Participant voluntary, rollover, and/or salary deferral contribution. To initiate a Termination/Retirement: Notify MassMutual of Participants planning to terminate or retire on the TRC under the Plan Management tab. Select "Termination/Retirement Notification" under Initiate a Service and enter the Social Security Numbers of the Participants. Also verify each Participant's vesting percentage and address. Contact MassMutual if you believe the information is incorrect. For Plans with our Automated Services, notify MassMutual of Participants planning to terminate or retire on your next demographic feed. Upon receipt of the termination/retirement date from either the TRC or your demographic file, MassMutual will mail termination/retirement information to the Participant's address on record. If you do not notify us and your Participants call 1-800-743-5274 directly to access our Retirement Specialists, they will complete and submit the Action form to you. Complete the Plan Administrator section, review the other information on the form for accuracy, and sign it. The form should be sent to MassMutual together with any of the following attachments, if applicable:

• A Company check, certified check or money order to repay an outstanding loan balance (if not repaid, the outstanding balance and accrued interest is considered taxable);

• A Citizenship Statement (and IRS Form W-8BEN) if the Participant's address is outside of the U.S.

If your Plan does not use the services of our Retirement Specialist Group: Step One: Provide Participants with forms -- a Notice of Termination of Employment form or a Notice of Retirement/Disability form and a

Special Tax Notice must be provided to the Participant. Step Two: Review the forms for accuracy, complete the Plan Administrator section, and sign and date the form. The form should be sent

to MassMutual together with any of the following attachments, if applicable:

• A Company check, bank check or money order to repay an outstanding loan balance (if not repaid, the outstanding balance and accrued interest is considered taxable);

• A Citizenship Statement (and IRS Form W-8BEN) if the Participant's address is outside of the U.S.; • A Direct Deposit Agreement if the Participant wants to have annuity or installment payments sent directly to a financial

institution; or • For Plans requiring spousal consent from married Participants for the elected distribution,

o a Waiver of Qualified Preretirement Survivor Annuity form for a terminated Participant; or o a Waiver of Qualified Joint and Survivor Annuity form for a retired Participant.

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Step Three: Submit the form(s). All contributions deducted from the Participant's compensation and matching contributions due to the Participant should be submitted before the form is provided to MassMutual. Submission of any final contributions and any final loan repayments may avoid additional payments to the Participant in the future. All required information on the form must be completed to be processed. Any loan repayments MassMutual receives after the termination or retirement is processed will be made payable to the Participant and returned to you.

Example: Ben has deferred salary contributions deducted from his paycheck the first of each month. Ben decides to retire as of December 5. He submits his Action form and has elected a one-sum cash payment. If the Company did not send Ben's December contributions yet to MassMutual, the one-sum cash payment to Ben will not include those contributions. Upon receipt of the contributions, an additional payment would need to be issued to Ben. The payment may cross tax years, causing additional tax consequences for Ben.

Note: If the Participant has a Self-Directed Brokerage Account (SDBA), the Participant must first liquidate assets in the SDBA (typically 3 business days) and transfer them back into their MassMutual investments before a distribution can be made. Immediate Annuities

Home If annuities are allowed in your Plan, Participants may elect to receive guaranteed payments over their lifetime. The annuity is purchased from MassMutual in accordance with the terms of the Group Annuity Contract and it is no longer part of the Plan. The amount of the annuity purchased is based on the Participant's account balance, less administrative expenses and, if applicable, any state premium tax. Payments are made to the Participant monthly or, if the payment amount is below a certain amount, quarterly. The following annuities may be available in your Plan:

• Qualified Joint and Survivor Annuity. This annuity must be provided to all participants under a money purchase plan or target benefit plan, however, profit sharing or stock bonus plans are not required to provide a QJSA if certain requirements are met. The Automatic Qualified Joint and Survivor Annuity flier explains the terms and conditions of this annuity, a Participant's right to refuse such form of payment, the relative financial effect of such an election, the rights of the spouse to consent to the election and the Participant's right to revoke the refusal. For married participants, this annuity provides payments to the Participant for his/her lifetime. At death, payments continue to the surviving spouse in an amount equal to a percentage of the annuity originally payable (commonly 50%; a higher percentage may be allowed in your Plan). For unmarried participants, the QJSA is a life annuity (described below).

• Qualified Optional Survivor Annuity. is an annuity for the life of a participant with a survivor annuity for the life of the participant’s

spouse that is equal to a specified applicable percentage of the amount of the annuity that is payable during the joint lives of the participant and the spouse, and that is the actuarial equivalent of a single life annuity for the life of the participant. A QOSA also includes a distribution option in a form having the effect of such an annuity.

• Life Annuity. This annuity provides for periodic payments to the Participant for his/her lifetime. The payments terminate at the death

of the Participant.

• Full Cash Refund Annuity. This annuity provides periodic payments to the Participant for his/her lifetime and, at death, it pays the beneficiary a one-sum cash payment for the excess of the annuity's purchase price over the sum of payments made.

• Life Annuity with 120 Stipulated Payments. This annuity provides for life payments with 120 monthly payments guaranteed. If the

Participant dies during this 10-year period, the remaining guaranteed payments (up to the 10 years) are made to the beneficiary. If the Participant lives beyond 10 years, the payments continue for the life of the Participant. This annuity cannot be chosen if the 120 stipulated payment period exceeds the Participant's life expectancy.

• Optional Joint and Survivor Annuity. This annuity provides for periodic payments to the Participant for life. Payments continue

after his/her death to a person selected by the Participant (the joint annuitant) prior to the annuity starting date. The continued payments may be the full (100%) amount or a partial amount (75%, 66 2/3%, or 50%) of the annuity originally payable. If your Plan provides for the optional joint and survivor annuity, at least 50% of the vested account balance must be paid within the Participant's life expectancy.

The Participant's first retirement check is sent with a Distribution Confirmation, an Annuity Certificate, and a Record Card. Give the check, Confirmation, and Annuity Certificate to the retiring Participant. Certificates given to residents of California, Florida, Montana, Nebraska, New York, Oklahoma, and Virginia include extra information on contacting MassMutual with any questions or issues. You may want to make a copy of the Confirmation for your records. Also, retain the Record Card in your files. The Record Card contains benefit information on the retiring Participant. Subsequent retirement checks are sent directly to the Participant unless other arrangements are made. Annuity payments can be sent directly to a bank for deposit to a checking or savings account by completing the Direct Deposit Agreement. Periodic review of tax withholding status: On an annual basis, we notify former Participants to determine if they are having the right amount withheld from their annuity checks. You can download the IRS Form W-4P for them or they can download Form W-4P from the IRS website at Forms and Publications.

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Installment Payments Home

If allowed in your Plan, Participants may elect to have their account balance paid in periodic installment payments. The Participant elects this option on the Action form. (For Plans without the services of our Retirement Specialist Group, the Participant completes a Notice of Termination of Employment form or Notice of Retirement/Disability form.) There may be a one-time administrative fee to set up installments. The Participant elects whether payments should be made monthly, quarterly, semi-annually, or annually. (Minimum payment amounts may impact the availability of choices.) The Participant also elects one of four types of installment payments: Fixed Period. Participants can receive installment payments for a specified time period. The time period cannot exceed the Participant’s life expectancy or the joint life expectancy of the Participant and the spouse as of the date of termination or retirement. Each payment amount equals the account balance (including interest earned during the year and excluding payments) divided by the remaining number of payments.

Example: Linda has an account balance of $100,000. She retires at age 65 and elects installments over 10 years. Upon receiving Linda's Action form, her life expectancy is determined based on standard life expectancy tables. Her life expectancy exceeds 10 years so payment may be made; $10,000 to be paid in the first year ($100,000 ÷ 10). The payments the second year will equal $90,000 + interest ÷ 9.

Fixed Amount. Participants can request a set dollar amount. Payments continue until the account balance is depleted. Prior to processing, we ensure the installment amount meets required minimum distribution rules.

• If the requested amount is equal to or greater than the required minimum amount, no further calculations are needed.

• If the requested amount is less than the required minimum amount, we notify you to determine how you and the Participant want to proceed. If the Participant is under age 70½, s/he may receive the lesser amount; however, upon attaining age 70½, the installment payments must increase to the required minimum amount.

Example: Theodore requested $500 per month (or $6,000 per year). His required minimum amount is $2,000 per year. Therefore, Theodore can receive the requested payment. Example: If, in the above example, Theodore's required minimum amount was $8,000 per year, he must decide whether to receive the $6,000 per year until age 70½ and then increase his installment amounts or to increase the amount he is to receive at the outset to be at least $8,000 per year.

Time Certain Method (Life Expectancy). Participants can receive installment payments based on their life expectancy (or joint life expectancy with their spouses) calculated at the time payments first begin (time certain method). The amount of the first payment is the Participant’s account balance divided by the number of years listed for the Participant’s age group (or his/her and the spouse’s age groups) on IRS life expectancy tables. Each year thereafter, the number of years is decreased by one (1) and then divided into the Participant’s account balance to determine the payments for that year. Recalculation Method (Lifetime). Participants can receive varying installment payments based on their lifetime (or their joint life with their spouse) (recalculation method). Each payment equals the Participant’s account balance divided by the number of years listed for the Participant’s age group (or his/her and the spouse’s age groups) on IRS life expectancy tables. The number of years change each year based on the Participant’s new age on the table (which provides life expectancies beyond age 100).

Example: Phyllis requests installment payments over her life. Her life expectancy is 14.9 years at the time of retiring. The account balance is divided by this number. The following year, the life expectancy is 14.7. This method continues each year for as long as Phyllis lives. The IRS' actuarially determined tables provide a life expectancy figure for every age.

At any time, a Participant may elect to increase his/her installment payment amount or receive a one-sum cash payment. The Participant must provide written notification to us with your Plan’s account number, his/her name, Last 4 digits of their Social Security Number, current payment amount, and the change needed. At any time, a Participant may elect to stop his/her installment payments. The Participant must provide written notification to us with your Plan’s account number, his/her name, last 4 digits of their Social Security Number and a request to stop the installment payments as of a specified date. Checks are sent with the Distribution Confirmation directly to the Participant’s home unless other arrangements have been made. The Participant's account continues to appear on your financial reports and the Participant continues to receive Statements of Account. If the Contract terminates, we automatically pay the Participant receiving installment payments a one-sum cash payment. Periodic review of income tax withholding status: On an annual basis, we notify former Participants to determine if they are having the right amount withheld from their installment checks. You can download the IRS Form W-4P for them or they can download Form W-4P from the IRS website at Forms and Publications.

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Life Insurance Policies Home

Life insurance policies purchased on behalf of a Participant cannot continue to be maintained under a Plan after termination of employment or retirement. You should consult with the Participant and life insurance agent or broker to determine which option the Participant elects: 1. Surrender the policy. The proceeds are part of the Participant’s account balance. The current cash value of the contract can be paid out

in the same manner that the Participant elects for his/her plan account balance*: • Lump sum distribution - 20% mandatory federal income tax withholding applies to the pre-tax balance. The taxable amount is the

current cash value. • Rollover - The policy cannot be rolled over to an IRA. It must be surrendered first, unless rolled to a qualified plan. • Installments - The policy proceeds should be transferred into the Participant's account. • Towards the purchase of an annuity - The policy proceeds should be transferred into the Participant's account.

2. Take over ownership. The Participant can receive the policy as a plan distribution*. This is considered a Lump Sum distribution and therefore, the taxable amount is the current cash value less accumulated PS58 Cost of Insurance paid. 20% mandatory federal income tax withholding applies. The Participant must then pay the premiums, name or change the beneficiary and follow the terms of the contract.

These are the most common scenarios. You should seek the expertise of your Plan’s agent or tax advisor regarding options. The Participant should seek the advice of a tax advisor regarding tax consequences including recovering PS58 costs. *Note: The vested percentage of the Participant’s account balance must be taken into consideration. The Participant should consult a tax advisor for tax consequences. Also, if there are outstanding loans on the policy, applicable income tax consequences apply. Missing Participants

Home You have a fiduciary responsibility to track down lost or missing Participants at the appropriate time. These Participants may have deferred their account and then moved without leaving a forwarding address or may have taken a distribution but never cashed the check. You should have the Participant’s address in your files. If a current address is unavailable, the Participant is considered lost or missing. ERISA generally preempts any state laws requiring active Plans to turn the benefits of lost Participants over to the state. You must preserve the benefit for the Participant. IRS regulations provide for the forfeiture of the accounts of lost Participants, if the vested money will be automatically reinstated in the event the Participant is found or appears and claims his/her benefit. Prior to forfeiture, the missing Participant's assets normally remain in whatever options were last selected by the Participant. However, if you determine that his/her last investment election is no longer prudent, you may direct the investment of his/her account. If you do override the last investment direction, you will not have ERISA §404(c) relief from fiduciary responsibility concerning the selection of the new investment. The DOL stated (in ERISA Advisory Opinion 96-02A) that you do not have to follow the missing Participant's last investment direction if it may not be prudent. Prior to any forfeiture of benefits, you are required to make a search for the Participant. Possible steps to follow in your search are outlined below: Step One: Inquiries of local contacts: Check with your Participant’s co-workers, friends or relatives. S/he may have left the names of

people to contact in case of emergency. Step Two: Company records: Search your company records for your Participant's address or address of relatives/friends. Look at

personnel applications, beneficiary forms or Forms W-2. Also check the local telephone directory. Step Three: Postal service: Mail a registered letter, return receipt requested, to the last known address of the Participant even if you know

the last known address is incorrect. The U.S. Post Office will either forward it or return the letter to the sender’s address if found undeliverable. Your letter should inform the person that s/he is owed a pension benefit and to contact you.

Step Four: Government assistance: The IRS will forward a letter from you to the missing Participant if you provide the Participant’s name

and Social Security Number. The IRS will not disclose the address to you, nor will it confirm the letter was delivered. There is no charge if your request is for less than 50 missing Participants. This program is administered through the Disclosure Officer at the local IRS district office nearest your office. The Participant's residence is irrelevant. For 50 or more missing Participants, the request process is through the national IRS office and there is a charge.

The Social Security Administration (SSA) maintains a similar program to the IRS. The SSA generally charges for their mail

forwarding service when the letter is to inform the missing Participant of money due him or her. See "Social Security Online" for details (click "Go" next to "Questions About" box, type "missing participants" on the “Search Text” line and click “Search,” then select "Can Social Security help me find a missing person?”).

Step Five: Commercial locator services: You may hire a business that, for a fixed fee, locates missing individuals. These investigative

firms regularly advertise in legal publications. The expense of hiring such a company may be treated as an administrative expense of the Plan as it relates to a fiduciary's Plan duties. However, the DOL may not consider it a Plan expense that can be paid from Participants’ accounts, instead of the Plan as a whole.

Step Six: Newspaper publication: You may put a notice in the newspaper circulated in the area of the missing Participant's last known

address.

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After following appropriate steps to locate the Participant, please provide written authorization to MassMutual to forfeit the Participant’s account, because you are unable to locate your Participant. Your Plan is still responsible for reinstating the assets should the Participant be located or make a claim at a later date. If your Plan terminates before you locate the Participant, with your approval and instructions, we will escheat the missing Participant’s assets to the state of his/her last known address (based on each state’s time period, which varies from 3 to 15 years). One-Sum Cash Payment to Participant or Indirect Rollover

Home Participants should be aware of the consequences of cashing out. They may incur current income taxes and a 10% early distribution tax. (See the Special Tax Notice for exceptions to the 10% early distribution tax.) Any outstanding loans, including accrued interest, may default and become taxable. One-sum cash payment to the Participant: A one-sum cash payment is a check issued to the Participant for the vested account balance less any income tax withholding that is paid directly to them. Indirect rollover: A check is issued to the Participant for the entire one-sum cash payment and they have 60 days from the date of receipt to roll the money over to another qualified plan or IRA. Participant after-tax contributions and required minimum distributions may not be indirectly rolled over. Participants may also include in the rollover an amount equal to the amount withheld for income taxes. If Participants roll over the actual payment received without adding in an extra amount to cover the amount withheld, they are taxes on the amount withheld. Income tax consequences may vary by state. Unless otherwise elected in your Services Agreement, the distribution check with a Distribution Confirmation is sent to the Participant's home. Participant Communication Material

Home Provided your Plan has services from our Retirement Specialist Group, upon notice of a termination or retirement, we provide the Participant with information concerning distribution options and the effect his/her decision may have on retirement savings. We also provide an Action form, preprinted with the Participant’s identifying information. Action Package: A terminating or retiring Participant with a vested account balance receives “The Action Package for Your Retirement,” a customized booklet. It contains detailed information about the Participant’s account (e.g., account balance, taxable amount, and loans), an estimate of available benefit options, and specific information on each benefit. Special Tax Notice: Each package provided by our Retirement Specialists contains Special Tax Notice(s). If you do not use the services of our Retirement Specialist Group, you should provide a copy of the Special Tax Notice and the Special Tax Notice For Payments From a Designated Roth Account if applicable (see NOTE below) with the appropriate election form. The Notice(s) describe the federal income tax consequences of a distribution and the option to roll over the distribution to an IRA or another qualified retirement plan. NOTE: Do not provide the participant with the Special Tax Notice For Payments From a Designated Roth Account unless he or she has a balance in a Roth source. When a participant has a balance in a Roth source, you must provide both Special Tax Notices. State Tax Information: Each package provided by our Retirement Specialists also contains a State Tax Information document. If you do not use the services of our Retirement Specialist Group, you should provide a copy of the State Tax Information document with the appropriate election form. The State Tax Information document describes the tax withholding regulations for each state. Retirement Specialists: If your Plan has this service, your Participants can consult with our knowledgeable Retirement Specialists toll free by calling 800 743-5274 and choosing Option 2. They help Participants analyze the distribution options so they can decide which option is right for them. They also guide Participants through the forms. A Participant should still confer with an accountant or attorney prior to electing one of the benefit options. Language is no barrier, as our Retirement Specialists have interpreters available for numerous languages. Some dialects may require a half-hour lead-time to arrange for the interpreter. Processing: After receipt of the completed form, we typically handle the requested termination or retirement within five business days. After making the distribution, the following will be sent:

• the Participant's check attached to a Distribution Confirmation for a one-sum cash payment, direct rollover or the first installment payment; or

• an Annuity Certificate if a deferred or immediate annuity is elected. The Distribution Confirmation shows the distribution amount, what was deducted (e.g., federal income tax withholding or administrative expense) and the net amount withdrawn.

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Participant and Spousal Consent Home

The Participant and spouse's consent are not needed to distribute the Participant's account with an account balance below the Plan's minimum cashout amount. If the account balance exceeds the minimum cashout amount, no distribution can be made without the consent of the Participant. Depending on your Plan, the dollar limit may exclude rollover contributions and earnings to determine the account balance. If your Plan requires spousal consent for the distribution method elected by the Participant, the distribution cannot be made without spousal consent. Without consent, a Participant's account balance must continue until the later of age 62 or normal retirement age. An Action form (or Notice of Termination of Employment form or Notice of Retirement/Disability form) should still be completed at termination or retirement. For Plans which did not use TRC or provide a data feed to notify us of terminating or retiring Participants, you will need to indicate in the Election of Options section on the employee activity form that the Participant elects to continue their account. Also, you may not rely on the Participant's written statement that their spouse cannot be located. You should take affirmative steps to verify the unavailability or nonexistence of the Participant's spouse such as:

• requesting a copy of any divorce order or other judicial decree, police report or governmental report that the spouse cannot be located; and

• attempting to contact the spouse at their last known address, or checking Company records and local telephone books for a more recent address.

Plan Year End Allocation

Home Depending on your Plan, Plan Year End allocation of Company contributions may result in additional payments to a former Participant. Prior to termination or retirement: Participants may share in any contributions or forfeitures allocated to their accounts. Depending upon the terms of your Plan, participants may or may not be eligible to share in each type of contribution. If the Participants can share, your Plan may require a set number of hours or employment on the last day of the plan year for certain types of contributions. Participants who retire or become disabled during the Plan year may share in the contributions without restriction if elected in your Plan. Accounts for Participants who die during the plan year may also share in the contributions if elected in your Plan. Any additional contributions or forfeitures received and allocated to a Participant's account after we process the termination/retirement increases the Participant's benefit.

• If the Participant received a one-sum cash payment, we will make an additional payment to the Participant. • If the Participant had the payment directly rolled over, the additional payment will be directly rolled over.

(The Participant will receive a new Action package if the additional payment is received 180 days after the termination/retirement effective date.)

Example: Dick retires from Company M on July 1, 2008. In March of 2009, Company M makes a Company annual contribution to its Plan for the 2008 plan year. If allowed by the Plan, Dick will receive a share of that contribution.

Pre-1984 Designation

Home Prior to January 1, 1984, an active Participant may have made a special designation of the benefit payable at retirement. This election is also known as a TEFRA §242(b) election. You should retain such a written designation in your files. Periodically review the designation to ensure that any survivor benefit requirements are met. When the Participant retires, send us a copy of this designation along with an Action form (or Notice of Termination of Employment or Notice of Retirement/Disability form). Participants may modify or revoke their designations in writing, in which case the Participant may have to make up distributions. If revoked, retirement benefits are distributed in accordance with current law and Plan provisions.

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Request for Estimate Home

Participants using the services of our Retirement Specialist Group may request a personalized estimate of the benefit options available at termination or retirement. Estimates are included in the Action Package we provide to the Participant and are customized to only reflect the forms of benefit available under your Plan. Actual benefits are determined using the account balance at the time benefit payments begin. Participants in Plans that do not use the services of our Retirement Specialist Group may access the Benefit Estimates on the participant website or complete and submit an Estimate of Benefit Options form to obtain an estimate of available benefit options. Retirement Age

Home • Early Retirement: If available under the Plan, Participants may retire earlier than the Plan’s normal retirement date. Your Plan may allow

early retirement after Participants attain a certain age and/or may require completion of a set number of years of participation or service. • Normal Retirement: The normal retirement date of a Participant cannot exceed the later of age 65 or completion of 5 years of

participation. Your Plan, however, may allow normal retirement at any age prior to 65 and/or require less or no participation/service. Your Plan may also allow Participants to receive their benefits at normal retirement age even if they do not retire.

• Deferred Retirement: Participants may delay retiring past the normal retirement age. An active employee who defers his/her retirement can normally defer receipt of retirement benefits until retirement. However, a 5% owner who is still working must begin to receive retirement benefits by April 1 of the year following the year in which s/he attains age 70½.

Example: Patti’s normal retirement date under her Company's Plan is the date she attains age 65. Patti is now 55 years old with 5 years of service. The Plan allows early retirement as of the first day of any calendar month on or after attaining age 55 and completion of 6 years of service. Patti can work one more year and retire or she may continue to work beyond her early retirement date. Example: Abraham, a Participant in his Company's money purchase plan, continues to work past normal retirement age. The Company must continue to allocate to Abraham's account his share of the Company's annual contribution. At age 78, Abraham decides to retire and elects installment payments. After retirement, Abraham may still be eligible for the Company annual contribution for the year in which he retired, depending upon the provisions of his Plan. If Abraham had been a 5% owner, he would have had to start receiving a minimum required distribution from his account upon attaining age 70½.

Vesting

Home Participants become 100% vested upon satisfying the Plan's conditions for normal retirement, whether or not they retire. Vesting at early retirement, if available under the Plan, may differ. In some Plans, Participants are only 100% vested at early retirement if they retire or become 100% vested at early retirement upon meeting certain age and service requirements. Upon termination of employment, Participants are only entitled to the vested portion of their accounts. Your TPA will determine the Participant's vested percentage and not it on the Action form. You must verify the vested percentage upon authoring the distribution through the TRC or by signing the distribution form.

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List of Changes to the Guide List of Changes to the Guide

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From time to time, MassMutual updates the Plan Administrator’s Guide. This list of changes to the Plan Administrator’s Guide provides you with an easy way to determine when a change was made and what was changed so that you keep up to date on the processes and procedures applicable to your plan.

1. Effective April 1, 2019, a new subsection titled Tax Benefits of Certain Separate Investment Accounts was added to the Investment Information section of this Plan Administrator’s Guide.

2. Effective April 1, 2019, a new subsection titled “Proxy Voting Procedures for Registered Product or Unitized Outside Investment Option Float Fund” was added to the Investment Information section of this Plan Administrator’s Guide.

3. Effective September 21, 2019, a new subsection called “One-Time Payment/Payoff of Loans by Debit ACH” was added to the Loan section of this Plan Administrator’s Guide.

4. Effective November 1, 2019, a new subsection called “Monthly Death Notification Report” was added to the Death Benefits section of this Plan Administrator’s Guide.

5. Effective November 1, 2019, a new subsection called “Beneficiary Updates and Recordkeeping” was added to the Enrollment & Rehire section of this Plan Administrator’s Guide.

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