JANUARY 1, 2009

ST. NORBERT COLLEGE DEFINED CONTRIBUTION

RETIREMENT PLAN

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ST. NORBERT COLLEGE DEFINED CONTRIBUTION RETIREMENT PLAN

Table of Contents

Page

ARTICLE I – INTRODUCTION .................................................................................................1 

Section 1.01.  Purpose .............................................................................................................1 Section 1.02.  Definitions ........................................................................................................1 Section 1.03.  Incorporation by Reference ..............................................................................2 

ARTICLE II – PARTICIPATION ...............................................................................................2 

Section 2.01.  Commencement of Participation ......................................................................2 Section 2.02.  Transfer to Employee Status .............................................................................2 Section 2.03.  Rehire After Severance from Employment ......................................................2 Section 2.04.  Duration of Participation ..................................................................................2 

ARTICLE III – ROLLOVERS AND TRANSFERS ..................................................................3 

Section 3.01.  Rollover Contributions .....................................................................................3 Section 3.02.  Plan-to-Plan Transfers to the Plan ....................................................................4 Section 3.03.  Plan-to-Plan Transfers from the Plan ...............................................................4 Section 3.04.  Contract Exchanges ..........................................................................................5 

ARTICLE IV – CONTRIBUTIONS ............................................................................................5 

Section 4.01.  403(b) Plan ........................................................................................................5 Section 4.02.  Salary-Reduction Contributions .......................................................................6 Section 4.03.  Matching Contributions ....................................................................................8 Section 4.04.  Discretionary Employer Contributions .............................................................9 Section 4.05.  401(m) Test .......................................................................................................9 Section 4.06.  Allocation of Gain/Loss ..................................................................................14 Section 4.07.  Catch-Up Contributions ..................................................................................14 

ARTICLE V – SECTION 415 LIMITS .....................................................................................15 

Section 5.01.  Maximum Additions to Participant Accounts ................................................15 Section 5.02.  Excess Annual Additions ................................................................................16 

ARTICLE VI – DISTRIBUTIONS AND VESTING ...............................................................16 

Section 6.01.  Normal Retirement Benefits ...........................................................................16 Section 6.02.  Reserved .........................................................................................................17 Section 6.03.  Reserved .........................................................................................................17 

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Section 6.04.  Other Terminations; Vesting ..........................................................................17 Section 6.05.  Commencement of Benefits ...........................................................................17 Section 6.06.  Forms of Payment ...........................................................................................17 Section 6.07.  Minimum Distributions ..................................................................................17 Section 6.08.  Beneficiary Designation .................................................................................18 Section 6.09.  In-Service Withdrawals ..................................................................................19 Section 6.10.  Eligible Rollover Distributions .......................................................................20 Section 6.11.  Participant Loans ............................................................................................23 

ARTICLE VII – ADMINISTRATION ......................................................................................23 

Section 7.01.  Plan Administrator’s Duties ...........................................................................23 Section 7.02.  Nondiscriminatory Exercise of Authority ......................................................24 Section 7.03.  Committee .......................................................................................................25 Section 7.04.  Resignation and Removal ...............................................................................25 Section 7.05.  College’s Duties ..............................................................................................25 Section 7.06.  Delegation of Duties .......................................................................................25 Section 7.07.  Action by College ...........................................................................................25 Section 7.08.  Funding Policy and Method ............................................................................25 

ARTICLE VIII – FUNDING VEHICLES ................................................................................25 

Section 8.01.  General ............................................................................................................25 Section 8.02.  Investment Funds ............................................................................................26 

ARTICLE IX – AMENDMENT AND TERMINATION .........................................................27 

Section 9.01.  Right to Amend ...............................................................................................27 Section 9.02.  Termination of Plan ........................................................................................27 

ARTICLE X – CLAIMS PROCEDURE ...................................................................................27 

Section 10.01.  Claims .............................................................................................................27 Section 10.02.  Claims Review ................................................................................................27 Section 10.03.  Appeal of Claim Denial ..................................................................................28 Section 10.04.  Review on Appeal ...........................................................................................28 Section 10.05.  Litigation of Claim .........................................................................................29 

ARTICLE XI – MERGER OR TRANSFER ............................................................................29 

Section 11.01.  Merger or Transfer ..........................................................................................29 

ARTICLE XII – MISCELLANEOUS .......................................................................................29 

Section 12.01.  Exclusive Benefit ............................................................................................29 Section 12.02.  Plan Continued by Successor ..........................................................................30 

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Section 12.03.  Adoption by Other Employers ........................................................................30 Section 12.04.  Unclaimed Account Procedure .......................................................................30 Section 12.05.  Spendthrift Provisions ....................................................................................31 Section 12.06.  Corrective Action ............................................................................................32 Section 12.07.  Plan Binding Upon Heirs, Assigns, Etc. .........................................................32 Section 12.08.  Interpretation and Governing Law ..................................................................33 Section 12.09.  Changes in Vesting; Procedures .....................................................................33 Section 12.10.  Return of Contributions ..................................................................................33 Section 12.11.  Notices ............................................................................................................33 Section 12.12.  Word Usage ....................................................................................................33 Section 12.13.  Erroneous Payments .......................................................................................33 Section 12.14.  No Contract of Employment ...........................................................................33 Section 12.15.  Minors and Incompetents ...............................................................................34 Section 12.16.  Accrual Limitations ........................................................................................34 Section 12.17.  Compliance with Section 410 .........................................................................34 Section 12.18.  Indemnification by the College ......................................................................34 Section 12.19.  Severability Clause .........................................................................................34 Section 12.20.  Titles and Headings ........................................................................................34 Section 12.21.  USERRA .........................................................................................................34 Section 12.22.  Fees and Expenses ..........................................................................................34 Section 12.23.  Use of Electronic Media .................................................................................34 

APPENDIX A – DEFINITIONS ................................................................................................36 

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ST. NORBERT COLLEGE DEFINED CONTRIBUTION RETIREMENT PLAN

W I T N E S S E T H: That;

WHEREAS, St. Norbert College, Inc. (the “College”) sponsors and maintains the St.

Norbert College Defined Contribution Retirement Plan and the St. Norbert College Tax-Deferred Annuity (TDA) Plan as retirement plans for the benefit of eligible individuals and their beneficiaries, which plans are intended to be Code Section 403(b) annuity plans; and

WHEREAS, it has become desirable to merge the St. Norbert College Tax-Deferred

Annuity (TDA) Plan with and into the St. Norbert College Defined Contribution Retirement Plan; and

WHEREAS, it has become necessary and desirable to amend and restate the plan

document for the St. Norbert College Defined Contribution Retirement Plan in its entirety; and

WHEREAS, the College has duly approved and authorized the adoption of this amended and restated plan document.

NOW, THEREFORE, effective December 31, 2008, the St. Norbert College Tax-Deferred Annuity (TDA) Plan is merged with and into the St. Norbert College Defined Contribution Retirement Plan, and effective January 1, 2009, the College does hereby adopt the following as its amended and restated plan document, which plan will continue to be known as the “St. Norbert College Defined Contribution Retirement Plan.” The rights, privileges, and obligations of any Employee, Participant, Beneficiary, or other person will be governed by the relevant terms of this amended and restated Plan, except that nothing in this restated plan document will be construed as granting any terminated Participant (or Beneficiary thereof) any greater vested benefit than such Participant had at the time of the Participant’s severance from employment.

ARTICLE I – INTRODUCTION

Section 1.01. Purpose. This Plan is intended to be a Code Section 403(b) annuity plan established and maintained by the College for the purpose of providing retirement benefits to eligible Employees of the College. This Plan is intended to satisfy the requirements of Code Section 403(b) and the Treasury Regulations issued thereunder. This Plan also is intended to be a “church plan” within the meaning of Code Section 414(e) and ERISA Section 3(33). Accordingly, the terms and provisions of ERISA will not apply to this Plan.

Section 1.02. Definitions. Definitions of certain capitalized terms used in this Plan are

set forth on Appendix A to this plan document and are incorporated fully herein as terms of this Plan. Additional plan terms are defined within the body of the plan document.

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Section 1.03. Incorporation by Reference. Benefits provided under this Plan are funded through the various Funding Vehicles available as part of this Plan. The terms of those Funding Vehicles and the documents establishing and governing them, including, but not limited to, any annuity contracts, certificates, custodial-account agreements, or trust agreements, are incorporated into this document by reference and will constitute a part of this Plan. However, if there is any conflict between the terms of any Funding Vehicles (or their governing documents) and this document, the terms of this document will control. Further, any term or provision of a Funding Vehicle (or its governing document) that is inconsistent with Code Section 403(b) is not incorporated into this Plan. The foregoing described documents, incorporated into this document by reference, constitute the Plan and together may generally be referred to as the “Plan.”

ARTICLE II – PARTICIPATION

Section 2.01. Commencement of Participation. Each Employee who was a Participant in one or more features of this Plan before its amendment and restatement will automatically remain a Participant in such features of this Plan, as restated, after its amendment and restatement. In all other cases, an Employee will become a Participant in the relevant features of this Plan in accordance with the following:

A. Elective Contributions. Each Employee will become a Participant in the Plan and

will be eligible to make elective contributions (see Section 4.02) on the day the Employee first completes an Hour of Service for the College as an Employee.

B. Matching Features. An Employee will become a Participant in the employer

matching features of this Plan (see Section 4.03) on the date the Employee first completes an Hour of Service for the College as an Employee; provided, however, that only Employees who work in positions that are .5 or greater FTE or are faculty members participating in a phased retirement policy of the College are eligible for the employer matching features of the Plan.

Section 2.02. Transfer to Employee Status. If an individual is transferred to a position in which such individual becomes an Employee, such individual will become a Participant in the applicable features on the date on which such individual is transferred, so long as such individual has satisfied the eligibility requirements of the applicable features set forth above.

Section 2.03. Rehire After Severance from Employment. If a former Participant is rehired by the College after a Severance from Employment, such individual will become a Participant in the applicable features of the Plan on the date on which the individual first completes an Hour of Service after such reemployment, provided such individual is an Employee and has satisfied the relevant eligibility requirements.

Section 2.04. Duration of Participation. An individual will cease to be an active Participant on the earliest of (i) the date the individual terminates employment with the College, (ii) the date the individual incurs a Severance from Employment, or (iii) the date the individual is no longer an Employee.

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ARTICLE III – ROLLOVERS AND TRANSFERS

Section 3.01. Rollover Contributions. Any Participant may contribute cash to the Plan as a rollover contribution subject to the following provisions:

A. General. Before making a rollover contribution, an individual must file a written request with the Plan Administrator requesting that the Plan accept the individual’s rollover contribution. The Plan Administrator, in the Plan Administrator’s sole discretion, will determine whether that individual will be permitted to make a rollover contribution. Any written request to make a rollover contribution must set forth the amount of the proposed rollover contribution and include a statement, satisfactory to the Plan Administrator, that such contribution constitutes a rollover contribution.

B. Separate Rollover Account. A rollover contribution made by an individual will

be credited to a separate “Rollover Account” in the name of such individual as of the date of its receipt by the Plan. The rollover contribution will be commingled with the other assets of the Plan and will be invested in accordance with the terms of the Plan. An individual’s Rollover Account will at all times be fully Vested and nonforfeitable for all purposes of the Plan. Distributions and withdrawals from an individual’s Rollover Account will be governed by the provisions of Article VI.

C. Rollover Contribution Defined. A “rollover contribution” is cash (including cash

proceeds from the sale of property) that is an eligible rollover distribution from an eligible retirement plan and that the individual designates as a rollover contribution to this Plan. This Plan will accept a rollover contribution of an eligible rollover distribution from (i) a qualified plan described in Code Section 401(a) or 403(a), excluding after-tax employee contributions; (ii) an annuity contract described in Code Section 403(b), excluding after-tax employee contributions; (iii) an eligible plan under Code Section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state; (iv) an individual retirement account described in Code Section 408(a), excluding any amount that would not otherwise be includible in gross income; and (v) an individual retirement annuity described in Code Section 408(b), excluding any amount that would not otherwise be includible in gross income. A rollover contribution must be received by the Plan either in a direct rollover from an eligible retirement plan or in a contribution from the individual that is made within sixty days (or such longer period as may be permitted under the Code) after the date the distribution is received by the individual from an eligible retirement plan. A distribution of nondeductible after-tax or accumulated deductible employee contributions or any other type of rollover contribution will not be considered a rollover contribution.

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D. Nonqualifying Contribution. If it is later determined that any amount did not constitute a rollover contribution, that amount, plus any earnings attributable thereto, will immediately be segregated from all other Plan assets, treated as a nonqualified plan established by and for the benefit of the individual making the contribution, and distributed to that individual. Any such nonqualified rollover contribution will be deemed never to have been a part of this Plan.

Section 3.02. Plan-to-Plan Transfers to the Plan. The Plan Administrator may permit a

transfer of assets to the Plan from another Code Section 403(b) plan. The Plan Administrator may establish such rules, procedures, and conditions to any such transfer as it deems necessary or appropriate, including, but not limited to, (i) requiring that the transfer be in cash or other property acceptable to it, and (ii) requiring such documentation from the other plan as it deems necessary or appropriate. The following conditions also will apply:

A. A transfer to this Plan is permitted only if the transferring plan provides for plan-

to-plan transfers of benefits. B. A transfer to this Plan is permitted only if each affected individual is an Employee

or former Employee of the College (or the beneficiary of an Employee or former Employee of the College).

C. The amount so transferred must be credited to an Account for each affected

individual, so that each such individual has an accumulated benefit immediately after the transfer that is at least equal to the individual’s accumulated benefit immediately before the transfer.

D. The amounts transferred will, from and after the transfer, be held and

administered subject to the terms of this Plan, except that, to the extent any amount transferred is subject to distribution restrictions under the transferor plan that are required under Code Section 403(b), such amounts will be subject to distributions restrictions under this Plan that are not less stringent than those imposed under the transferor plan.

E. If a transfer does not constitute a transfer of the entire interest of an affected

individual in the transferor plan, the Plan will treat the amount transferred as a continuation of a pro rata portion of such individual’s interest in the transferor plan.

Section 3.03. Plan-to-Plan Transfers from the Plan. The Plan Administrator may permit

a transfer of assets from the Plan to another Code Section 403(b) plan. The Plan Administrator may establish such rules, procedures, and conditions to any such transfer as it deems necessary or appropriate, including, but not limited to, requiring such documentation from the other plan as it deems necessary or appropriate. The following conditions also will apply:

A. A transfer from this Plan is permitted only if the transferee plan provides for plan-

to-plan transfers of benefits.

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B. A transfer from this Plan is permitted only if each affected individual is an

employee or former employee of the employer sponsoring the transferee plan (or the beneficiary of an employee or former employee of such employer).

C. A transfer from this Plan is permitted only if the transferee plan provides that each

affected individual will have an accumulated benefit immediately after the transfer that is at least equal to the individual’s accumulated benefit immediately before the transfer.

D. A transfer from this Plan is permitted only if the transferee plan provides that, to

the extent any amount transferred is subject to distribution restrictions under the Plan that are required under Code Section 403(b), such amounts will be subject to distributions restrictions under the transferee plan that are not less stringent than those imposed under the Plan.

Upon the transfer from the Plan in accordance with this Section, the Plan’s liability to pay

benefits to the affected individuals will be discharged to the extent of the amount so transferred for such individuals.

Section 3.04. Contract Exchanges. Exchanges between or among the Funding Vehicles

offered under the Plan (i.e., changes in investments) may be permitted in accordance with uniform rules and procedures established by the Plan Administrator (see Article VIII). Exchanges involving annuity contracts, custodial accounts, or other permitted 403(b) investment vehicles offered by vendors that are not, at that time, eligible to receive contributions under the Plan (whether or not such vendors have ever been eligible to receive contributions under the Plan) are not permitted. Nothing, however, will prevent a Participant from entering into a contract or account exchange that results in the acquisition of a contract or account with a then-current vendor under the Plan (e.g., an exchange from a product of a former vendor into a product of a current vendor).

NOTE: To the extent a transfer of funds from a Funding Vehicle is intended to constitute

a distribution or withdrawal, including an eligible rollover distribution, see Article VI. WARNING: If a vendor ceases to be eligible to receive contributions under the Plan, it

may be necessary for the College to enter into an information-sharing agreement with that vendor, to the extent any contract with the vendor does not otherwise provide for the exchange of information necessary to enable the parties to ensure compliance with the requirements of Code Section 403(b) and other applicable tax requirements.

ARTICLE IV – CONTRIBUTIONS

Section 4.01. 403(b) Plan. This Plan will be designated as a Code Section 403(b) tax-deferred-savings plan. For each Plan Year (or portion thereof) while this Plan is being

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maintained, the College will contribute such amounts as may be permitted or required under the terms hereof.

Section 4.02. Salary-Reduction Contributions. The following provisions will govern

Participant salary-reduction contributions. A. Contribution. For each Plan Year the College will contribute, on behalf of each

eligible Participant, an amount equal to the total amount by which the Participant’s Compensation from the College was reduced during the Plan Year pursuant to the Participant’s salary-reduction election. The amount of a Participant’s salary-reduction contributions to this Plan will not exceed the amount of the Participant’s cash Compensation. Salary-reduction contributions will be made by payroll deduction and will be transmitted to the appropriate Funding Vehicle.

B. Election by Participants. For each Plan Year (or portion of the Plan Year after the

Participant’s entry into the Plan), each Participant in this Plan may elect (i) not to enter into a salary-reduction election (i.e., 0% deferral election), or (ii) to enter into a salary-reduction election with the College, which election will be applicable to all payroll periods within such Plan Year (or the remaining portion thereof). The terms of any salary-reduction election will provide that the Participant agrees to accept a reduction in Compensation from the College equal to any specified dollar amount or any percentage of Compensation, with a maximum rate of 75%. The Plan Administrator may establish a minimum annual salary-reduction amount of not more than $200, which amount may be changed from time to time (but not to exceed $200 per year). A Participant who fails to make a salary-reduction election will be deemed to have elected not to participate (and such Participant’s election will be 0%). A Participant’s salary-reduction contributions will cease as soon as administratively practicable after the earliest to occur of (i) the date the Participant terminates employment with the College, (ii) the date the Participant incurs a Severance from Employment, or (iii) the date the Participant is no longer an Employee.

C. Allocation of Contribution. The amount of a Participant’s salary-reduction

contribution will be allocated to the Participant’s Elective Contribution Account. D. Restrictions on Distribution of Salary-Reduction Contributions. Amounts

attributable to a Participant’s salary-reduction contributions will not be distributed earlier than upon one of the following events: the Participant’s disability, death, Severance from Employment, attainment of age 59½, or hardship.

E. Modification of Salary-Reduction Election. A Participant’s salary-reduction

election may be modified as follows:

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1. A Participant may elect to increase or decrease the amount of the Participant’s salary-reduction contributions (subject to the limitations of this Section) by giving notice of the increase or decrease to the Plan Administrator at such time and in such manner as the Plan Administrator may prescribe for such purpose. A Participant will have the opportunity to increase or decrease the Participant’s salary-reduction contributions at least once each Plan Year. Any increase or decrease in the Participant’s salary-reduction contributions will be effective as soon as administratively practicable after the date the Plan Administrator receives timely and proper notice of the increase or decrease.

2. The Plan Administrator may, at any time and from time to time,

unilaterally amend or revoke a Participant’s salary-reduction election if the Plan Administrator determines that such revocation or amendment is necessary to ensure (i) that a Participant’s annual additions for any Plan Year will not exceed the limitations of Code Section 415; (ii) compliance with the nondiscrimination tests of Code Section 401(m); (iii) compliance with any other rule; or (iv) compliance with Code Section 403(b).

3. A Participant’s salary-reduction election will continue in effect until such

time as the Participant enters into a new salary-reduction election, terminates employment with the College, incurs a Severance from Employment, or otherwise ceases to be an Employee.

4. Salary-reduction contributions under this Plan (or any other plan of the

College) will not exceed the dollar limitation contained in Code Section 402(g), except to the extent permitted under Code Sections 402(g)(7) and 414(v). To the extent that salary-reduction contributions under all plans maintained by the College exceed such dollar limitation, the Participant will be deemed to have notified the Plan Administrator of the excess amount, and the Plan Administrator will distribute such excess amount (including earnings thereon) to such Participant not later than April 15 following the close of the taxable year.

The Plan Administrator may also establish such procedures as it deems advisable to assist Participants in limiting deferrals under this Plan to not more than the limitation specified under Code Section 402(g) (and, if applicable, Code Sections 402(g)(7) and 414(v)). Such procedures, if adopted, may include the distribution of amounts in excess of the limitation (“excess elective deferrals”) and may also include, by way of example, a provision for written notice addressed to the Plan Administrator advising that the Participant has made excess elective deferrals and the allocation of such amount to this Plan. Corrective distributions will be made only if the Participant designates the distribution as an excess elective deferral, the corrective distribution is made after the date on which the Plan received the excess elective

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deferral, and the Plan designates the distribution as a distribution of excess elective deferrals. Upon receipt of such notice, the Plan may return such excess elective deferral (including earnings thereon) to the Participant not later than the next April 15th. Distributions under this paragraph may be made without regard to any provision of law (e.g., Participant consent).

If matching contributions are attributable to an excess elective deferral, the Plan Administrator will take such action as is necessary to prevent discrimination under the applicable provisions of the Code. No such “matching contribution” will be treated as made or attributable to an excess elective deferral. Accordingly, such amounts will not be distributed to the Participant, and the Plan Administrator will, as soon as administratively practicable, use said amounts to reduce subsequent matching contributions. For purposes of this paragraph, unmatched elective deferrals will be treated as distributed before elective deferrals that were matched.

Section 4.03. Matching Contributions. Subject to the remaining provisions of this

Section, the College will make a matching contribution for each eligible Participant in accordance with the following:

A Participant who makes the following minimum salary-reduction contribution . . .

Will receive the following matching contribution . . .

2% of Compensation 5% of Compensation 3% of Compensation 6% of Compensation 4% of Compensation 7% of Compensation 5% of Compensation 9% of Compensation

Notwithstanding the foregoing, the matching contribution for a Participant who is a

faculty member participating in a phased-retirement policy of the College will be based on the salary stated in the Participant’s academic year contract or appointment letter immediately prior to changing to “Phased Retirement” status, plus standard annual increases, if any.

The College reserves the right, by action of its governing board, to suspend or modify the

matching contribution at any time and from time to time. The College may establish reasonable and uniform procedures to govern the manner in which the foregoing matching contributions will be made (e.g., matching on a payroll-by-payroll basis or matching based on total Plan Year Compensation).

The amount of the College matching contribution made for each eligible Participant

pursuant to this Section will be allocated to the Participant’s Matching Account. Amounts allocated to a Participant’s Matching Account will not be distributed earlier

than upon one of the following events: the Participant’s disability, death, Severance from

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Employment, or attainment of age 59½. Section 4.04. Discretionary Employer Contributions. This Plan does not provide for

discretionary contributions by the College.

Section 4.05. 401(m) Test. The following provisions will govern compliance with the nondiscrimination tests of Code Section 401(m). For purposes of this Section, certain additional definitions are set forth in Subsection I. For each Plan Year the Plan Administrator will determine whether the Actual Contribution Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year compared to the Actual Contribution Percentage for all other Eligible Participants for the prior year satisfies one of the following described ratio tests:

A. Ratio Testing. The Actual Contribution Percentage (ACP) for a Plan Year for Participants who are Highly Compensated Employees for each Plan Year and the prior year’s ACP for Participants who are Non-Highly Compensated Employees must satisfy one of the following tests:

1. The ACP for a Plan Year for Participants who are Highly Compensated

Employees for the Plan Year does not exceed the prior year’s ACP for Participants who are Non-Highly Compensated Employees multiplied by 1.25; or

2. The ACP for a Plan Year for Participants who are Highly Compensated

Employees for the Plan Year does not exceed the prior year’s ACP for Participants who are Non-Highly Compensated Employees multiplied by two, and the ACP for Participants who are Highly Compensated Employees does not exceed the ACP for Participants who are Non-Highly Compensated Employees by more than two percentage points.

In the case of the first Plan Year in which a matching contribution is made, for purposes of the foregoing tests, the prior year’s Non-Highly Compensated Employees’ ACP shall be 3 percent.

B. Change from Current-Year Testing to Prior-Year Testing. If current-year testing

is utilized, the Plan Administrator may elect prior-year testing for a Plan Year only if (i) the Plan (and, if the Plan is the result of the aggregation of two or more plans, each of the aggregated plans) has used current-year testing for each of the preceding five Plan Years (or, if less, the number of Plan Years the Plan has been in existence), or (ii) as a result of a merger or acquisition described in Code Section 410(b)(6)(C)(i), the College maintains both a plan using prior-year testing and a plan using current-year testing and the change is made within the transition period described in Code Section 410(b)(6)(C)(ii).

C. Separate Testing for Excludable Employees. If the Plan Administrator elects to

apply Code Section 410(b)(4)(B) to the Plan (provision providing that the Code

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Section 410(b) requirements may be met separately with respect to the excluded group), then in determining whether the foregoing tests are satisfied, the Plan Administrator may elect either to (i) perform the ACP test using the ACP for all eligible Highly Compensated Employees for the Plan Year and the ACP for all eligible Non-Highly Compensated Employees for the Plan Year, disregarding all Non-Highly Compensated Employees who have not met the minimum age and service requirements of Code Section 410(a)(1)(A); or (ii) disaggregate the Plan into separate plans pursuant to Treas. Reg. § 1.401(m)-1(b)(4) of the Regulations and perform the ACP test separately for (a) all Participants who have completed the minimum-age-and-service requirements of Code Section 410(a)(1)(A), and (b) all Participants who have not completed the minimum-age-and-service requirements of Code Section 410(a)(1)(A).

D. Special Rules.

1. A Participant is a Highly Compensated Employee for a particular Plan Year if the Participant meets the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Participant is a Non-Highly Compensated Employee for a particular Plan Year if the Participant does not meet the definition of a Highly Compensated Employee in effect for that Plan Year.

2. For purposes of this Section, the Contribution Percentage for any

Participant who is a Highly Compensated Employee and who is eligible to have Contribution Percentage Amounts allocated to the Participant’s account under two or more plans described in Code Section 401(a) or arrangements described in Code Section 401(m) that are maintained by the College or Affiliated Company, will be determined as if the total of such Contribution Percentage Amounts was made under each plan. If a Highly Compensated Employee participates in two or more cash-or-deferred arrangements of the College or Affiliated Company that have different plan years, all Contribution Percentage Amounts made during the Plan Year under all such arrangements will be aggregated.

3. Certain arrangements will be treated as separate plans if mandatorily

disaggregated under regulations under Code Section 401(m). 4. In the event that this plan satisfies the requirements of Code Sections

401(m), 401(a)(4), or 410(b) only if aggregated with one or more other plans or if one or more other plans satisfy the requirements of such Sections of the Code only if aggregated with this plan, then this Section will be applied by determining the ACP of Employees as if all such plans were a single plan. If more than ten percent of the College’s Non-Highly Compensated Employees are involved in a “plan coverage change” as defined in Treas. Reg. § 1.401(m)-2(c)(4) (e.g., amendment of a plan, a plan merger, a plan spin-off, or a change in permissive aggregation of

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plans), any adjustments to the Non-Highly Compensated Employees’ ACP will be made in accordance with such Regulations. Plans may be aggregated in order to satisfy Code Section 401(m) only if they have the same Plan Year and use the same ACP testing method.

5. For purposes of the ACP test, Matching Contributions will be considered

made for a Plan Year if made no later than the end of the 12-month period beginning on the day after the close of the Plan Year.

6. Contributions made under the Plan during a Plan Year pursuant to Code

Section 414(u) by reason of a Participant’s qualified military service are not taken into account in determining the ACP test for such Plan Year or any other Plan Year.

7. The Plan Administrator will maintain records sufficient to demonstrate

satisfaction of the ACP test.

E. Review of ACP Tests. Throughout the Plan Year, the Plan Administrator will be authorized to review the operation of the Plan for compliance with the rules of this Section and determine if, based upon information then available, the Plan will comply with the ratio tests. Following such review, the Plan Administrator is authorized to unilaterally reduce the amount of matching contributions made on behalf of Highly Compensated Employees until, on a projected basis, the Plan will satisfy the ratio tests. The Plan Administrator is also authorized to reduce the matching contributions of Highly Compensated Employees by a safety percentage and to take such other action, if the Plan Administrator believes such reduction or other action is otherwise necessary or desirable.

F. Corrective Action. If, after the end of the Plan Year, the Plan Administrator

determines that neither of the ratio tests were satisfied for the year, then the Plan Administrator will determine the amount of Excess Aggregate Contributions, within the meaning of Code Section 401(m)(6).

The Plan Administrator will distribute to (or, if forfeitable, forfeit from) each Highly Compensated Employee such individual’s respective share of the Excess Aggregate Contributions within the meaning of Code Section 401(m) that must be distributed to secure compliance with one of the ratio tests, plus earnings thereon, not later than the last day of the following Plan Year. Distribution of the excess amounts will be made in accordance with the following provisions. The actual contribution ratio of the Highly Compensated Employee with the largest contribution ratio will be reduced by an amount necessary to satisfy the Actual Contribution Percentage test, or if less, to the actual contribution ratio of the Highly Compensated Employee with the next largest actual contribution ratio. The process will be repeated until the Actual Contribution Percentage test is satisfied. The amount of the Excess Aggregate Contributions will be equal to the

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sum of these hypothetical reductions multiplied, in each case, by the Highly Compensated Employee’s “Compensation,” as defined in Appendix A. Distribution (or forfeiture, if applicable) of the Excess Aggregate Contributions will be made on the basis of the respective amounts attributable to Highly Compensated Employees using the “dollar leveling method” beginning with the Highly Compensated Employee with the largest dollar amount and continuing in this manner until the total Excess Aggregate Contributions have been accounted for. The determination and correction of Excess Aggregate Contributions will be made in accordance with Code Section 401(m) and Regulations issued thereunder. Distributions may be made without regard to any other provision of law (e.g., Participant consent). WARNING: Unless Excess Aggregate Contributions and income attributable thereto are distributed or forfeited within two-and-one-half months after the close of the Plan Year in which the Excess Aggregate Contributions were made, the College will be subject to a ten percent penalty tax.

G. Distribution or Forfeiture of Excess Aggregate Contributions. Excess Aggregate

Contributions (and income allocable thereto) will be deemed corrected only if such Excess Aggregate Contributions and their allocable income are designated as a distribution of Excess Aggregate Contributions (and allocable income) and are distributed to the appropriate Highly Compensated Employees (or if forfeitable, forfeited) after the close of the Plan Year in which the Excess Aggregate Contributions arose but before the close of the immediately following Plan Year. However, correction will be deemed to have occurred if the entire Vested Account balance of a Highly Compensated Employee is distributed during the Plan Year in which an Excess Aggregate Contribution arose to the extent that a corrective distribution would have otherwise been required. In the event of the complete termination of the Plan during the Plan Year in which an Excess Aggregate Contribution arises, such distributions will be made after the termination of the Plan and before the close of the twelve-month period immediately following such termination.

Forfeitures of Excess Aggregate Contributions will be utilized to offset future matching contributions or to defray Plan expenses.

The term “Excess Aggregate Contributions” will mean, with respect to any Plan Year, the excess of:

1. The Aggregate Contribution Percentage Amounts taken into account in

computing the numerator of the Contribution Percentage actually made on behalf of Highly Compensated Employees for such Plan Year, over

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2. The maximum Contribution Percentage Amounts permitted by the ACP test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of their Contribution Percentages beginning with the highest of such percentages).

Such determination will be made after first determining excess elective deferrals (if any).

H. Allocation of Earnings to Excess Aggregate Contributions. Excess Aggregate

Contributions will be adjusted for any income or loss through the end of the Plan Year. Income or loss allocable to Excess Aggregate Contributions may be determined using any reasonable method, so long as such method is used consistently for all Participants and for all corrective distributions under the Plan for the Plan Year and is used by the Plan for allocating income or loss to Participants’ accounts. If the safe-harbor method of allocating income or loss is elected, such income or loss allocable to Excess Aggregate Contributions will be equal to the income or loss allocable to the Participant’s Matching Contribution Account (and, if applicable, qualified nonelective contribution account and before-tax contribution account) for the Plan Year multiplied by a fraction, the numerator of which is such Participant’s Excess Aggregate Contributions for the year and the denominator is the Participant’s account balance(s) attributable to Contribution Percentage Amounts without regard to any income or loss occurring during such Plan Year.

I. Definitions. For purposes of this Section, the following terms will have the

following meanings:

1. Actual Contribution Percentage or ACP will mean, for a specified group of Participants (either Highly Compensated Employees or Non-Highly Compensated Employees) for a Plan Year, the average of the Contribution Percentages of the Eligible Participants in the group.

2. Compensation means the remuneration described in Code Section 414(s)

and Regulations issued thereunder paid to a Participant by the College, subject to Code Section 401(a)(17). The Plan Administrator may, from time to time, limit the period taken into account under the Plan to that portion of the Plan Year in which the Employee was a Participant, provided that this limitation is uniformly applied to all Employees.

3. Contribution Percentage will mean the ratio (expressed as a percentage) of

the Participant’s Contribution Percentage Amounts to the Participant’s Compensation for the Plan Year.

4. Contribution Percentage Amounts will mean the sum of the Matching

Contributions made under the Plan on behalf of the Participant for the Plan Year. Such Contribution Percentage Amounts will not include Matching

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Contributions that are forfeited either to correct Excess Aggregate Contributions or because the contributions to which they relate are excess salary reduction contributions or Excess Aggregate Contributions.

5. Eligible Participant will mean any Employee who is eligible to make a

salary-reduction contribution (if such contributions are taken into account in the calculation of the Contribution Percentage) or to receive a Matching Contribution (including forfeitures).

6. Matching Contribution will mean the College contribution made to this or

any other defined contribution plan on behalf of a Participant on account of a Participant’s elective deferral under a plan maintained by the College or Affiliated Company.

Section 4.06. Allocation of Gain/Loss. The allocation of the net income, loss,

appreciation, or depreciation of the Plan will be determined in accordance with the terms of the Funding Vehicles.

Section 4.07. Catch-Up Contributions. In addition to the elective contributions

permitted by a Participant in accordance with the foregoing provisions of this Article, a qualifying Participant may make catch-up contributions in accordance with the following.

A. Special Section 403(b) Catch-up Limitation for Employees With 15 Years of

Service. A Participant who is a “qualified employee” for the Plan Year may make an additional elective contribution for the Plan Year equal to the least of:

1. $3,000; 2. The excess of (i) $15,000, over (ii) the total special 403(b) catch-up

elective deferrals made by the qualified employee for prior years; or 3. The excess of (i) $5,000 multiplied by the number of Years of Service of

the qualified employee with the College, over (ii) the total elective deferrals made by the qualified employee for prior years.

For purposes of this paragraph, a “qualified employee” means an Employee who has completed at least 15 Years of Service, taking into account only employment with the College or an Affiliated Company.

B. Code Section 414(v) Age 50 Catch-Up. All Participants who are eligible to make

elective contributions under the Plan and who have attained age 50 before the close of the taxable year will be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Code Section 414(v).

C. Coordination. Amounts contributed to the Plan by a Participant pursuant to this

Section will be allocated first to the special 403(b) catch-up under paragraph A.

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and next to the age 50 catch-up contribution under paragraph B. D. Catch-Up Amounts Not Subject to Certain Other Limitations. Catch-up

contributions made pursuant to this Section will not be taken into account for purposes of the Plan implementing the required limitations of Code Sections 402(g) and 415.

ARTICLE V – SECTION 415 LIMITS

Section 5.01. Maximum Additions to Participant Accounts.

A. Limit on Annual Additions. Notwithstanding any other provision of the Plan to the contrary, except to the extent permitted under Code Section 414(v) (if applicable), the Annual Addition that may be contributed or allocated to a Participant’s Account under the Plan for any Limitation Year will not exceed the lesser of $40,000 or 100% of the Participant’s Section 415 Compensation (as defined below) actually paid during the Limitation Year. Application of the foregoing rules will be made in accordance with the provisions of Code Section 415 and the related Treasury Regulations.

B. Cost of Living Adjustments. The limits set forth in Subsection A. above will be

adjusted for increases in the cost of living pursuant to Code Section 415(d). C. Multiple Plans. In the event Annual Additions have been made to two or more

defined contribution plans during the Limitation Year and further reduction is needed to come within the limitations of this Article V, the Annual Additions of such Participant under all plans will be adjusted in accordance with uniform rules established by the Plan Administrator so that the Annual Additions do not exceed the maximum permissible amount.

D. Definitions. For purposes of this Section, the following terms will have the

following meanings:

1. Annual Additions means, for any Limitation Year, the sum of:

a. The contributions made directly or indirectly by the College or an Affiliated Company to a defined contribution plan;

b. Any forfeitures (as well as income attributable thereto);

c. All Employee contributions; and

d. Amounts allocated, after March 31, 1984, to an individual medical

account, as defined in Code Section 415(1)(2), that is part of a defined-benefit plan maintained by the College or an Affiliated

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Company and amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending after such date, that are attributable to post-retirement medical benefits allocated to the separate account of a key employee, as defined in Code Section 419A(d)(3), under a welfare-benefit fund, as defined in Code Section 419(e), maintained by the College or an Affiliated Company.

The term Annual Additions does not include deductible employee contributions, catch-up contributions, rollover contributions, a transfer of assets made directly to the Plan, recontributed amounts pursuant to buy-back rights under cash-out rules, or repayments of loans. In addition, if in a particular Limitation Year the College contributes an amount to a Participant’s Account with respect to a prior Limitation Year and such contribution is required by reason of such Participant’s rights under chapter 43 of title 38, United States Code, resulting from qualified military service, as specified in Code Section 414(u)(1), then such contribution is not considered an Annual Addition with respect to the Participant for that particular Limitation Year in which the contribution is made, but, in accordance with Code Section 414(u)(1)(B), will be considered an Annual Addition for the Limitation Year to which the contribution relates.

Salary-reduction contributions will be treated as contributions within the meaning of Paragraph 1.a. above, and contributions will not fail to be Annual Additions under the foregoing provisions merely because such amounts are excess elective deferrals or excess aggregate contributions, or merely because such excess amounts are corrected through distribution.

2. Limitation Year means the calendar year.

3. Section 415 Compensation means an Employee’s Includible

Compensation.

Section 5.02. Excess Annual Additions. If the Annual Additions to a Participant’s Account for a Limitation Year exceed the limitation of this Article, such excess will be allocated to a separate account for the Participant, and the amounts allocated to that account will not constitute Code Section 403(b) benefits. Allocation of amounts to the separate account described in this Section, and maintenance and distribution of those amounts, will be handled in accordance with uniform rules established by the Plan Administrator.

ARTICLE VI – DISTRIBUTIONS AND VESTING

Section 6.01. Normal Retirement Benefits. A Participant who is employed by the College on or after the date the Participant attains Normal Retirement Age will be fully (100%) Vested in all amounts credited to the Participant’s Account under the Plan. A Participant who

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has a Severance from Employment on or after the attainment of Normal Retirement Age will be entitled to receive the full value of the Participant’s Account. The normal retirement benefits of a Participant who dies before completion of payment of those benefits (including before the commencement of payment of those benefits) will be paid to the Participant’s Beneficiary.

Section 6.02. Reserved.

Section 6.03. Reserved. Section 6.04. Other Terminations; Vesting. A Participant who has a Severance from

Employment for a reason other than described in Section 6.01 will be entitled to receive the Vested value of each of the Participant’s Accounts. The Vested benefits of a Participant described in this Section who dies before completion of payment of those benefits (including before the commencement of payment of those benefits) will be paid to the Participant’s Beneficiary. Each Participant is fully (100%) Vested in all of the Participant’s Accounts under the Plan.

Section 6.05. Commencement of Benefits. The commencement of benefits is initiated

by contacting the sponsor of the Funding Vehicle(s). Benefits will be payable by the Fund Sponsor(s) upon receipt of a satisfactorily completed application for benefits and supporting documents, including the waiver of spousal rights, if necessary.

Section 6.06. Forms of Payment. Subject to Section 6.07, benefits may be paid in any manner set forth in the relevant Funding Vehicle.

Section 6.07. Minimum Distributions. The provisions of this Section will supersede and

override any conflicting or inconsistent provision of the Plan, including, without limitation, any distribution option inconsistent with the provisions of Code Section 401(a)(9). All distributions from the Plan will be made in accordance with Code Section 401(a)(9) and Treas. Reg. §§ 1.401(a)(9)-1 through 1.401(a)(9)-9.

A. Distributions Commencing During Lifetime. The entire interest of each Participant will be distributed not later than the Participant’s Required Beginning Date. Distributions commencing during a Participant’s lifetime also will satisfy the incidental-death-benefit requirements of Code Section 401(a). If a Participant dies after the Participant’s Required Beginning Date, payments to the Participant’s Beneficiary will continue to be made at least as rapidly as under the method of distribution used at the time of the Participant’s death.

B. Distributions Commencing After Death. If a Participant dies before the

Participant’s Required Beginning Date, the period over which payments may be made to the Participant’s Beneficiary will not exceed five years, measured from the Participant’s date of death, and the Participant’s entire interest must be distributed not later than December 31 of the calendar year containing the fifth anniversary of the date of the Participant’s death, except that the following exceptions will apply:

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1. If any portion of the Participant’s interest is payable to, or for the benefit

of, a Designated Beneficiary, such portion may be distributed over a period not longer than the life expectancy of such Designated Beneficiary as of the date payments commence. Such distributions must commence on or before December 31 of the calendar year following the date of the Participant’s death.

2. If the Designated Beneficiary is the Participant’s surviving Spouse,

distributions are not required to begin before the date on which the Participant would have attained age seventy-and-one-half.

If the Designated Beneficiary is the Participant’s surviving Spouse and the surviving Spouse dies before distributions to such Spouse begin, the provisions of this Subsection will be applied as if the surviving Spouse were the Participant.

C. Required Beginning Date. The term Required Beginning Date means April 1 of the calendar year following the later of (i) the calendar year in which the Participant attains age seventy-and-one-half, or (ii) the calendar year in which the Participant retires. The preceding clause (ii) will not apply to any Participant who is a 5% owner during the Plan Year in which the Participant attains age seventy-and-one-half.

D. Designated Beneficiary. The term Designated Beneficiary means a beneficiary

determined in accordance with Treas. Reg. § 1.401(a)(9)-4. E. Life Expectancy. For purposes of this Subsection, life expectancy will be

determined in accordance with tables issued pursuant to Treas. Reg. § 1.401(a)(9)-9, including the Uniform Life Table (for purposes of determining required minimum distributions during a Participant’s lifetime) and the Single Life Table and Joint and Last Survivor Table (for purposes of determining required minimum distributions after a Participant’s death). If a period of payments elected exceeds the maximum permitted period, such period will be reduced automatically to fall within the maximum permitted period.

Section 6.08. Beneficiary Designation. The Beneficiary of a Participant (or present-

interest Beneficiary) will be the person or persons, or entity or entities, designated in a written instrument filed with the Plan Administrator or sponsor of the Funding Vehicle to the extent applicable. The Plan Administrator or sponsor of the Funding Vehicle to the extent applicable will prescribe all forms for the written designation of a Beneficiary.

If a Participant (or Beneficiary) fails to name a Beneficiary or if the Beneficiary named by such person predeceases him or her or dies before complete distribution of the Participant’s Vested Accounts and such person has not provided for payment of his or her remaining Vested Account balance, the default provisions of the Funding Vehicle will apply to the extent applicable. If no such provisions exist, the Participant’s Account will be paid to the Participant’s

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(or Beneficiary’s) surviving Spouse; or, if the Spouse fails to survive the Participant (or Beneficiary), the Participant’s Accounts will be paid to the Participant’s (or Beneficiary’s) estate.

Section 6.09. In-Service Withdrawals. If permitted under the terms of the applicable

Funding Vehicle(s), withdrawals from a Participant’s Account before the Participant has terminated employment will be governed by the following provisions.

A. Hardship Withdrawals. A Participant may receive a hardship withdrawal from the

Participant’s Elective Contribution Account in accordance with the following rules:

1. A Participant desiring to make a hardship withdrawal may make a written

application to the Plan Administrator, in such manner as the Plan Administrator may from time to time prescribe for such purpose, requesting a hardship withdrawal from the Participant’s Elective Contribution Account (but not any earnings on the Participant’s Elective Contribution Account) by showing that such withdrawal is necessary in light of the Participant’s immediate and heavy financial need and for one of the following purposes:

a. Alleviating a financial hardship arising from medical expenses, as

described in Code Section 213(d), previously incurred or necessary for the Participant, the Participant’s spouse, or the Participant’s dependent (as defined in Code Section 152, determined without regard to subsections (b)(1), (b)(2), and (d)(1)(B) thereof).

b. Preventing the eviction from, or foreclosure upon, the Participant’s

principal residence. c. The purchase (excluding mortgage payments) of a principal

residence by the Participant. d. Payment of tuition, related educational fees, and room and board

expenses for the next twelve months of post-secondary education for the Participant, the Participant’s spouse, or the Participant’s dependents (as defined in Code Section 152, determined without regard to subsections (b)(1), (b)(2), and (d)(1)(B) thereof).

e. Payments for burial or funeral expenses for the Participant’s

deceased parent, spouse, children, or dependents (as defined in Code Section 152 without regard to Section 152(d)(1)(B)).

f. Expenses for the repair of damage to the Participant’s principal

residence that would qualify for the casualty deduction under Code Section 165 (without regard to whether the loss exceeds 10% of adjusted gross income).

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2. A hardship withdrawal may be made only if the Plan Administrator

determines that the Participant has an immediate and heavy financial need. A distribution will be deemed necessary to satisfy a financial need of the Participant only if all of the following requirements are satisfied:

a. The distribution is not in excess of the amount of the immediate

and heavy financial need of the Participant. The hardship withdrawal may also include amounts necessary to pay federal, state, local, and penalty taxes reasonably anticipated to result from such distribution; and

b. The Participant has obtained all distributions, other than hardship

distributions, and all nontaxable loans currently available to the Participant under all plans maintained by the College or Affiliated Company; and

c. A Participant who is granted a hardship withdrawal will have such

Participant’s salary-reduction contributions suspended for six months.

B. Age-Based In-Service Withdrawals. Any Participant who has attained at least age

59½ may withdraw all or any portion of the amount credited to the Participant’s Elective Contribution Account by filing a written request with the Plan Administrator in such manner as the sponsor of the Funding Vehicle or Plan Administrator may prescribe for such purpose. In addition, any Participant who has attained age 60 and is participating in a phased retirement program adopted by the College may withdraw all or any portion of the Participant’s Vested Accounts by filing a written request with the sponsor of the Funding Vehicle or Plan Administrator in such manner as the sponsor of the Funding Vehicle or Plan Administrator may prescribe for such purpose.

C. Rollover Account. A Participant may elect to withdraw all or any portion of the

Participant’s Rollover Account by filing a written request with the sponsor of the Funding Vehicle or Plan Administrator in such manner as the Plan Administrator may prescribe for such purpose.

D. Timing of Withdrawal. Withdrawals under this Section will occur as soon as

administratively practicable after the sponsor of the Funding Vehicle or Plan Administrator approves the withdrawal request.

F. Hierarchy of Withdrawals. The Plan Administrator or sponsor of the Funding

Vehicle may from time to time establish a hierarchy or ordering rules for Participant withdrawals.

Section 6.10. Eligible Rollover Distributions. Notwithstanding any provision of the

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Plan to the contrary, a Distributee may elect, subject to the provisions of this Section, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. The Plan Administrator will provide each Distributee, no less than thirty days and no more than ninety days before the distribution is made, a written explanation of the Direct Rollover rules of Code Section 401(a)(31). Distribution may commence less than thirty days after the required notice is given if (i) the Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least thirty days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option); (ii) the Participant, after receiving the notice, affirmatively elects a distribution; and (iii) in the case of a Participant subject to the survivor annuity rules (see Section 6.06), the distribution commences more than seven days after the joint-and-survivor-annuity explanation is provided.

For purposes of this Section, the following provisions will apply: A. Direct Rollover. A “Direct Rollover” is a payment by the Plan to the Eligible

Retirement Plan specified by the Distributee. B. Distributee. A “Distributee” includes an employee or former employee. In

addition, the employee’s or former employee’s surviving Spouse and the employee’s or former employee’s Spouse or former Spouse who is the alternate payee under a Qualified Domestic Relations Order, as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the Spouse or former Spouse. Further, in the event of a deceased Participant, a designated beneficiary, as defined by Code Section 401(a)(9)(E), who is not a surviving spouse of the Participant will be a Distributee with regard to a direct trustee-to-trustee transfer to an individual retirement plan described in Code Section 402(c)(8)(B)(i) or (ii) established for the purpose of receiving the distribution.

C. Divided Distributions. The Plan Administrator may permit a Distributee to elect

to have a portion of the Distributee’s Eligible Rollover Distribution paid to an Eligible Retirement Plan in a Direct Rollover and to have the remainder of that distribution paid to the Distributee. But if the Distributee elects to have only a portion of an Eligible Rollover Distributions paid to an Eligible Retirement Plan in a Direct Rollover, that portion must equal at least $500. If the entire amount of the Eligible Rollover Distribution is $500 or less, the Distributee is not permitted to divide the distribution.

D. Eligible Rollover Distribution. An “Eligible Rollover Distribution” is any

distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated Beneficiary, or for a specified period of ten years or more; any

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distribution to the extent such distribution is required under Code Section 401(a)(9); the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); any hardship distributions; any qualified disaster-relief distribution within the meaning of Code Section 72(t)(2)(G); and any distribution that is a permissible withdrawal from an eligible automatic contribution arrangement within the meaning of Code Section 414(w).

A portion of a distribution will not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions that are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Code Section 408(a) or (b), or to a qualified defined contribution plan described in Code Section 401(a) or 403(a) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution that is not so includible.

The Plan Administrator may elect not to permit a Distributee to elect a Direct Rollover of the Distributee’s distributions during a Plan Year if such distributions are reasonably expected to total less than $200 (regardless of whether such distributions might qualify as Eligible Rollover Distributions).

E. Eligible Retirement Plan. An “Eligible Retirement Plan” is (i) an individual

retirement account described in Code Section 408(a); (ii) an individual retirement annuity described in Code Section 408(b); (iii) a qualified plan described in Code Section 401(a) that accepts rollover contributions; (iv) an annuity plan described in Code Section 403(a); (v) an eligible plan under Code Section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for amounts transferred into such plan from this Plan; or (vi) an annuity contract described in Code Section 403(b). This definition of “Eligible Retirement Plan” also will apply in the case of a distribution to a surviving Spouse and in the case of a distribution to a Spouse or former Spouse who is an alternate payee under a qualified domestic relations order (as defined in Code Section 414(p)).

In the case of a distribution to a designated beneficiary who is not a surviving spouse, the term “Eligible Retirement Plan” means an individual retirement plan described in Code Section 402(c)(8)(B)(i) or (ii).

F. Automatic Rollover. Unless a Participant elects otherwise, a distribution that is in

excess of $1,000 and is not subject to Participant consent requirements will be transferred to an individual retirement account, as described in Code Section 408(a), or an individual retirement annuity, as described in Code Section 408(b), that has been designated by the Plan Administrator for such purpose, to the extent such distribution is an Eligible Rollover Distribution.

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Section 6.11. Participant Loans. To the extent permitted by the applicable Funding

Vehicle(s) and subject to the provisions set forth in this Section and any rules and regulations not inconsistent herewith, a loan may be made to a Participant from the Participant’s Elective Contribution Account. In no event will any loan made pursuant to this Section be in an amount that will cause the outstanding aggregate balance of all loans made under the Plan and all other qualified plans maintained by the College or any Affiliated Company to exceed the lesser of (i) 50% of the Participant’s nonforfeitable accrued benefits, or (ii) $50,000 reduced by the excess (if any) of the highest outstanding loan balance during the immediately preceding one-year period ending on the day before the loan is made over the outstanding loan balance on the day before the loan is made.

The Plan Administrator or sponsor of the Funding Vehicle may establish procedures and

policies that are not contained within this document with respect to the operation of the loan program, so long as such procedures and policies are contained in a document that constitutes a part of this Plan.

The following provisions will also apply: A. Application. An applicant seeking a loan must submit an application for such

loan to the sponsor of the Funding Vehicle or the Plan Administrator in the manner and on such form or forms as the sponsor of the Funding Vehicle or Plan Administrator may prescribe for such purpose.

B. Promissory Note. Each loan must be evidenced by promissory note for the

amount of the loan, plus interest, payable to the order of the custodian, or another legally enforceable agreement the terms and provisions of which will be determined by the Plan Administrator or sponsor of the Funding Vehicle, to the extent applicable.

C. Repayment. The period of repayment for any loan must not exceed 5 years (10

years in the case of a loan to acquire a dwelling unit to be used as the Participant’s principal residence), and all repayments must be in cash. All loans must be repaid in substantially equal payments with payments not less frequently than quarterly over the term of the loan, except as provided under the terms of the applicable Funding Vehicle(s) or in procedures adopted by the Plan Administrator in conformity with regulations or other guidance issued by the Secretary of Treasury.

ARTICLE VII – ADMINISTRATION

Section 7.01. Plan Administrator’s Duties. The administration of this Plan will be under the supervision of the Plan Administrator. It will be a principal duty of the Plan Administrator to see that this Plan is carried out, in accordance with its terms, for the exclusive benefit of persons entitled to participate in this Plan. Benefits under this Plan will be paid only if the Plan

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Administrator decides in its sole discretion that the applicant is entitled to them and benefits are paid in accordance with the terms of the Funding Vehicle. The Plan Administrator will have full power to administer this Plan in all of its details, subject, however, to the requirements of the Code and other applicable laws. For this purpose, the Plan Administrator’s powers will include, but are not limited to, the authority, in addition to all other powers provided by this Plan, to:

A. Determine in its sole and absolute discretion the eligibility of any individual to participate in this Plan and of any individual to receive benefits under this Plan;

B. Make discretionary interpretations regarding the terms of this Plan, and to make

any factual findings with respect to any issue arising under the Plan, its interpretations to be final and conclusive on all persons claiming benefits under this Plan;

C. Compute the amounts payable for any Participant or other person in accordance

with the provisions of this Plan and the terms of the Funding Vehicle;

D. Review and render decisions respecting such claims under this Plan;

E. Make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of this Plan;

F. Appoint such agents, custodians, investment committees, specialists, legal

counsel, accountants, actuaries, consultants, or other persons as the Plan Administrator deems advisable to assist in administering this Plan;

G. Allocate and delegate its responsibilities under this Plan and designate other

persons to carry out any of its responsibilities under this Plan, any such allocation, delegation, or designation to be in writing;

H. Be responsible for all reporting and disclosure requirements for this Plan under

the law;

I. Receive from the College, Employees, Participants, and other persons such information as will be necessary for the proper administration of this Plan;

J. Furnish to the College, upon request, such reports with respect to the

administration of this Plan as are reasonable and appropriate; and K. Maintain all records of this Plan. Section 7.02. Nondiscriminatory Exercise of Authority. Whenever, in the

administration of this Plan, any discretionary action by the Plan Administrator is required, the Plan Administrator will exercise its authority in a nondiscriminatory manner so that all persons similarly situated will receive substantially similar treatment.

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Section 7.03. Committee. The College may appoint a committee to oversee the operation of this Plan. Any member thereof will serve at the pleasure of the College. Each member of the Committee must share common religious bonds and convictions with the Norbertines and the Catholic Church. Such committee will act by a decision of a majority. When the membership of such committee is an even number and a majority decision cannot be obtained, the College will decide the issue. Notwithstanding the foregoing, the committee may empower any member of the committee or such other person or persons as the committee may designate to act on behalf of the committee, such authorization to remain in effect until revoked by the committee. A dissenting committee member who, within a reasonable time after the member has knowledge of any action or failure to act by the majority, registers the member’s dissent in writing delivered to the other committee members and the College, will not be responsible for any such action or failure to act.

Section 7.04. Resignation and Removal. A committee member may resign or may be removed by the College at any time, with or without cause. Upon such resignation or removal, the College will appoint a successor.

Section 7.05. College’s Duties. The College will have the authority and responsibility for:

A. Determining the design of this Plan, including the right to amend or terminate this Plan; and

B. The exercise of all functions and powers as may be necessary to the operation of

this Plan except such functions as are assigned to others pursuant to this Plan.

Section 7.06. Delegation of Duties. The College may delegate its duties and responsibilities under this Plan to other persons.

Section 7.07. Action by College. Whenever the College under the terms of this Plan is permitted or required to do or perform any act or matter or thing, it will be authorized by the College’s governing board or body or will be performed by an officer or other delegate thereunto duly authorized thereby.

Section 7.08. Funding Policy and Method. The College will establish a funding policy

and method consistent with the objectives of the Plan and the requirements of law. The College will review, at least annually, the funding policy and method. If applicable, in establishing and reviewing the funding policy and method, the College will endeavor to determine the Plan’s short-term and long-term objectives and financial needs, taking into account the need for liquidity to pay benefits and the need for investment growth. The funding policy and method, as so determined, will be communicated to the Plan Administrator.

ARTICLE VIII – FUNDING VEHICLES Section 8.01. General. All sums of money and all securities and other property

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contributed under the Plan by the College or any Employee will be contributed to the appropriate Funding Vehicle.

Section 8.02. Investment Funds. The College may, at any time and from time to time, give Participants (and present-interest Beneficiaries) the opportunity to invest their account in various investments, contracts, options, or accounts and/or may establish or designate investment funds, contracts, accounts, or options (hereinafter “Fund” or “Funds”) for the investment of monies under this Plan. In the event any Participant (or present interest Beneficiary) fails or refuses to make such a designation the Plan Administrator may establish a default Fund(s) and such individual will be deemed to have elected to invest his or her Account in such Fund or Funds. A Participant (and present-interest Beneficiary) will at all times have the right and obligation to direct the investment of such person’s Account in the Fund or Funds so established. The following provisions will also apply.

A. General. Each Participant (and present-interest Beneficiary) will have the exclusive right to direct the investment of the assets in the Participant’s Account. The custodian will comply promptly with all clearly stated investment directions (in writing, or otherwise, with an opportunity for written confirmation of such instructions), unless compliance with such direction would (i) be inconsistent with the terms of the Plan or any other limitation (e.g., frequent trading policies), or (ii) jeopardize the Plan’s qualified status. The custodian may require the Participant’s instructions to be provided on a form that is acceptable to the Plan Administrator or custodian. Participants (and present-interest Beneficiaries) are required to promptly (and in all events within sixty days after transmittal of an account balance statement) notify the Plan Administrator or custodian of any errors or discrepancy in such person’s Account. Failure to so notify the Plan Administrator or custodian will be deemed to constitute acceptance. Other than for compliance with the restrictions, no person will have the right or the duty to inquire into the propriety of any Participant’s (or where applicable a present-interest Beneficiary’s) investment direction or the effect it might have on such person. Subject to the College’s right to change, eliminate, modify, or alter investment Funds or options under this Plan, in its sole discretion, any investment direction will be deemed to be continuing until revoked or modified by a subsequent direction, notwithstanding the occurrence of any event or other development of which the custodian, the College, or Plan Administrator has, or should have, knowledge. Neither the College, Plan Administrator, custodian, nor any other person will be liable or responsible for any loss by reason of: (1) any sale or investment made or other action taken pursuant to and in accordance with the direction of any Participant (or present-interest Beneficiary, where applicable) or (2) the acquisition or retention of any asset, including cash, pursuant to a Participant’s (or present-interest Beneficiary’s) direction.

B. Collectibles. No investment under this Section will be made in any “collectible.”

The term “collectible” means any work of art, rug, antique, metal, gem, stamp, coin, alcoholic beverage, or any other tangible personal property specified by the Secretary for purposes of Code Section 408(m).

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C. Costs and Fees. All costs, fees, and expenses associated with a Participant’s

Account (including without limitation investment direction) may be charged to the Participant’s Accounts under procedures established by the Plan Administrator.

D. Rules. The Plan Administrator may, from time to time, promulgate uniform rules

for the efficient administration of the elections and/or election changes and the manner in which in the individually directed account will be handled and maintained.

ARTICLE IX – AMENDMENT AND TERMINATION

Section 9.01. Right to Amend. The College, by action of its governing body, reserves the right, at will, at any time and from time to time, to modify, alter, or amend this Plan, in whole or in part, and any such modification, alteration, or amendment will be binding upon the College, the Employees, the Participants, any Beneficiaries, and all other persons. All amendments to this Plan will be in writing.

Section 9.02. Termination of Plan. The College has established this Plan with the bona fide intention and expectation that it will be continued indefinitely, but the College will have no obligation whatsoever to maintain this Plan for any given length of time and may at will and at any time discontinue or terminate this Plan in whole or in part without liability. Upon a complete discontinuance of contributions or upon a complete or partial termination of this Plan, each affected Participant will be fully (100%) Vested in such person’s Account. Upon termination of this Plan, all elections and reductions in compensation related to this Plan will terminate.

ARTICLE X – CLAIMS PROCEDURE

Section 10.01. Claims. Benefit claim determinations arising under this Plan will be

made in accordance with the provisions of this Article and procedures established by the Plan Administrator. These claim procedures are designed to establish reasonable processes and safeguards to ensure that benefit claim determinations are made in accordance with the provisions thereof and, where appropriate, Plan provisions have been applied consistently with respect to similarly situated claimants. All claims for or relating to benefits, whether made by a Participant or other person, must be in writing addressed and delivered to the Plan Administrator at the Plan Administrator’s main office. Such claim must contain the claimant’s name, mailing address, and telephone number, if any, and must identify the claim in a manner reasonably calculated to make the claim understandable to the Plan Administrator.

Section 10.02. Claims Review. If a claim is wholly or partially denied, the Plan

Administrator will, within a reasonable period of time not to exceed ninety days (forty-five days in the case of a claim involving disability benefits), notify the claimant in writing of any adverse

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benefit determination, unless the Plan Administrator determines that special circumstances require an extension of time for processing the claim. If the Plan Administrator determines that an extension of time for processing the claim is necessary, written notice of the same will be provided to the claimant before the expiration of the ninety-day period (forty-five-day period in the case of a claim involving disability benefits) and will indicate the special circumstances that require the extension of time and the date by which the Plan Administrator expects to render the determination. The extension of time will not exceed a ninety-day period of time (thirty-day period in the case of a claim involving disability benefits), beginning at the end of the initial ninety-day period (forty-five-day period in the case of a claim involving disability benefits). In case of a disability claim, the Plan Administrator may determine that, due to matters beyond the control of the Plan, a second thirty-day extension is necessary. In such case, the Plan Administrator will notify the claimant before the expiration of the first thirty-day extension period of the circumstances requiring the extension and the date by which the Plan expects to render a decision. In the case of a disability notice of extension, the notice must explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision, the additional information needed to resolve the issue, and that the claimant has at least forty-five days to provide the specified information. The Plan Administrator’s notice will be written in a manner calculated to be understood by the claimant and will set forth:

A. The specific reason or reasons for the denial; B. Specific reference to pertinent Plan provisions on which the denial is based; C. A description of any additional material or information necessary for the claimant

to perfect the claim, together with an explanation of why such material or information is necessary; and

D. An explanation of the claim review procedure set forth in Sections 10.03 and

10.04 below. Section 10.03. Appeal of Claim Denial. A claimant or the claimant’s duly authorized

representative will have sixty days (one-hundred-eighty days in the case of a claim involving disability benefits) within which to appeal an adverse benefit determination to the Plan Administrator. During the pendency of the review, the following provisions will apply:

A. The claimant will have the opportunity to submit written comments, documents,

records, and other information relating to the claim to the Plan Administrator; and B. The claimant will be provided, upon request and free of charge, reasonable access

to, and copies of, all documents, records, and other relevant information relating to the claim for benefits.

Section 10.04. Review on Appeal. A decision on review will be rendered within a

reasonable period of time, not to exceed sixty days, after the claimant’s request for review, unless the Plan Administrator determines that special circumstances require an extension of time for processing the appeal. If the Plan Administrator determines that an extension of time for

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processing the appeal is necessary, written notice of the extension will be furnished to the claimant before the expiration of the sixty-day period and will indicate the special circumstances requiring the extension and the date by which the Plan Administrator expects to render the determination. The extension of time will not exceed a sixty-day period of time beginning at the end of the initial sixty-day period. For purposes of this Section 10.04, in the case of a claim involving disability benefits, forty-five days will apply instead of sixty days. The Plan Administrator’s decision on review will be communicated in writing to the claimant and, if adverse, will take into account all comments, documents, records, and other information submitted by the claimant (without regard to whether such information was submitted or considered in the initial benefit determination). The decision on review will be in a written manner calculated to be understood by the claimant and will set forth the following:

A. The specific reason or reasons for the adverse determination; B. Specific reference to pertinent plan provisions on which the benefit determination

is based; and C. A statement that the claimant is entitled to receive, upon request and free of

charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits.

Section 10.05. Litigation of Claim. Before initiating legal action concerning a claim in

any court, state or federal, against this Plan, any contract, custodial account, or other Funding Vehicle used in conjunction with this Plan, the College, or the Plan Administrator, a claimant must first exhaust the administrative remedies provided in this Article X. Failure to exhaust the administrative remedies provided in this Article X will be a bar to any civil action concerning a claim for benefits under the Plan.

ARTICLE XI – MERGER OR TRANSFER

Section 11.01. Merger or Transfer. The Plan Administrator is authorized to enter into merger, consolidation, or transfer agreements with any other eligible plan or plan administrator of an eligible plan, so long as, in the event of a merger or consolidation of the Plan with or, in the case of any transfer of any assets or liabilities of the Plan to, any other plan, each Participant in the Plan will receive a benefit in the successor plan (or in the case of a transfer of part of the Participant’s benefit, a combination of this Plan and the successor plan) immediately after the merger, consolidation, or transfer that is equal to or greater than the benefit that the Participant would have been entitled to receive immediately before the merger, consolidation, or transfer.

ARTICLE XII – MISCELLANEOUS

Section 12.01. Exclusive Benefit. The Plan has been adopted for the exclusive benefit of the College’s Employees and their Beneficiaries, and under no circumstances will any part of the Plan’s assets be used for, or diverted to, purposes other than for the exclusive benefit of those

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persons. The establishment of the Plan will not be construed as giving any Employee, or any other person, any legal or equitable right against the College, or its officers or directors, or against the Plan assets or any other person, unless such right is specifically provided in the Plan.

Section 12.02. Plan Continued by Successor. Any successor or other entity may, with the consent of the College, adopt and continue the Plan. Upon the adoption of the Plan by the successor or other entity, the Plan will continue in full force and effect, and, in this connection, the term “College” will be construed to include the successor or other entity. The Employees who continue employment with such entity and its affiliates will not be considered to have had a Severance from Employment, and the rights of those Employees, in all respects, will be the same as if those Employees continued employment with the College.

Section 12.03. Adoption by Other Employers. Any employer with employees now in

existence or hereafter formed or acquired that is not already the College under this Plan and that is otherwise eligible to sponsor and maintain a Code Section 403(b) plan for the benefit of one or more of its employees, may in the future, with the consent and approval of the College, adopt this Plan for all or any classifications of persons in its employment, and thereby, from and after the specified effective date, become the College under this Plan. However, the sole and absolute right to amend this Plan is reserved to the College. The adoption will become, as to the adopting employer and its employees, a part of this Plan and may contain such specific changes or variations in the Plan terms and provisions as may be acceptable to the College. It will not be necessary for the adopting employer to sign or execute the original or the amended Plan document. The administrative powers and control of the College, as provided in this Plan, including but not limited to the sole right of amendment, will not be diminished by reason of the participation of any such adopting employer in this Plan.

Section 12.04. Unclaimed Account Procedure. When a Participant or Beneficiary whose whereabouts are unknown may be forced to take a distribution under the terms of the Plan (e.g., required minimum distribution), the Plan Administrator or custodian, where applicable will attempt to search for, or ascertain, the whereabouts of such Participant or Beneficiary, using the following procedures:

A. Certified Mail. The Plan Administrator or custodian, where applicable will notify the Participant or Beneficiary by certified or registered mail, return receipt requested, addressed to that person’s last-known address of record with the Plan Administrator or custodian, where applicable that the person is entitled to a distribution under the Plan.

B. Records of Related Plans. If the Participant or Beneficiary fails to respond to the notice described above by either claiming the person’s distributive share or making the person’s whereabouts known in writing to the Plan Administrator or custodian, where applicable, the Plan Administrator or custodian, where applicable will contact the College and the administrator(s) of any other employee benefit plan or arrangement sponsored or maintained by the College and request that the College and such administrator(s) search the records of such other plans to ascertain whether a more current address for such Participant or Beneficiary is

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available. Alternatively, the Plan Administrator may request that the College or administrator(s) contact the missing Participant or Beneficiary directly, or forward a letter to such Participant or Beneficiary, and request that the Participant or Beneficiary contact the Plan Administrator or custodian, where applicable.

C. Designated Beneficiary. In connection with a search of the records of the Plan, or any related plan of the College, for a Participant’s current contact information, the Plan Administrator or custodian, where applicable will attempt to identify and contact any person that such Participant has designated as the Participant’s beneficiary (whether primary or contingent) to determine whether such beneficiary has updated information concerning the location of the Participant.

D. Letter-Forwarding Service. If the Plan Administrator or custodian, where applicable is unable to locate the Participant or Beneficiary using the procedures set forth above, the Plan Administrator or custodian, where applicable may notify the appropriate governmental agency(ies) of the Participant’s or Beneficiary’s failure to contact the Plan Administrator or custodian, where applicable or claim that person’s distribution and will request the governmental agency(ies) to forward a notice to the Participant or Beneficiary on behalf of the Plan Administrator in accordance with the procedures established by the governmental agency(ies) for this purpose. The notice forwarded under this procedure will contain information allowing the Participant or Beneficiary to contact the Plan Administrator or custodian, where applicable and claim the distribution and will require a response by the Participant or Beneficiary within a reasonable period of time as determined by the Plan Administrator.

In addition to using the procedures described above, the Plan Administrator or custodian,

where applicable may attempt to locate the Participant or Beneficiary using other available means, such as Internet search tools, commercial locator services, or credit reporting agencies. In determining what other means may be appropriate, the Plan Administrator or custodian, where applicable will consider the size of the Participant’s or Beneficiary’s account in relation to the cost of such other means of locating the Participant or Beneficiary. Pending location of the Participant or Beneficiary, any investment direction of the Participant will continue to control the investment of the Participant’s Accounts.

If a Participant or Beneficiary cannot be located in accordance with the procedures

described above, the Participant or Beneficiary will be considered “lost” and the Plan Administrator may take appropriate action, which may include transferring the Participant’s or Beneficiary’s interest to an appropriate state unclaimed property fund.

Section 12.05. Spendthrift Provisions. To the extent permitted by law, all benefits payable under the Plan, whether upon retirement, death, or other Severance from Employment, will be exempt from attachment, garnishment, or other legal process by any creditors of any Participant or any Beneficiary and will not be subject to alienation, anticipation, commutation, pledge, encumbrance, or assignment by any Participant or Beneficiary.

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The preceding sentence will also apply to the creation, assignment, or recognition of a right to any amount payable with respect to a Participant pursuant to a domestic relations order, unless such order is determined to be a qualified domestic relations order, as defined in Section 414(p) of the Code.

Distributions to an alternate payee pursuant to a qualified domestic relations order will be permitted by this Plan with respect to a Participant who has not incurred a Severance from Employment before such Participant has attained the earliest retirement age (as defined in Code Section 414(p)). Distributions to an alternate payee before the Participant’s earliest retirement age under the preceding sentence will be permitted only in accordance with the following:

The domestic relations order provides for such distribution to an alternate payee before the Participant’s earliest retirement age or the order provides for such earlier distribution pursuant to an agreement between the Plan and the alternate payee authorizing such distribution; and

The alternate payee consents in writing to such distribution (on such form or

forms as prescribed for this purpose) before the Participant’s “earliest retirement age” as defined in Code Section 414(a). Nothing in this Section will be construed as permitting any distribution to any Participant before the time such distributions are otherwise provided for in this Plan or as permitting any alternate payee to receive a form of payment not otherwise permitted under the terms of this Plan.

Once a separate account has been established on behalf of the alternate payee, the

alternate payee will direct the investment of such account in accordance with rules prescribed by the Plan Administrator.

The Beneficiary of any benefits assigned to alternate payee under a domestic relations order will be such person or persons designated in a qualified domestic relations order or as the alternate payee may designate, which designation may include, but will not be limited to, the alternate payee’s estate. All designations will be clearly set forth in the domestic relations order or on such form or forms as the Plan Administrator or sponsor of the Funding Vehicle will prescribe for such purpose. In the event no beneficiary is named, the funds will revert to the Participant to the extent permitted by the Funding Vehicle.

Section 12.06. Corrective Action. The Plan Administrator, with College’s consent and approval, may correct mistakes in distributions or crediting amounts to Accounts or pursuant to a settlement or judgment awarding back pay, or such other matters as may be appropriate. The College may, in College’s sole discretion, elect to make special contributions to the Plan in order to correct such mistakes. Any such contribution will be allocated as specified by the Plan Administrator.

Section 12.07. Plan Binding Upon Heirs, Assigns, Etc. The Plan will be binding upon all Participants and Beneficiaries and upon their heirs, executors, administrators, successors, and assigns.

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Section 12.08. Interpretation and Governing Law. It is the College’s intention that the Plan comply with and satisfy the applicable provisions of the Code, and, consistent with those federal provisions and in all other respects, the Plan will be governed by and interpreted in accordance with the laws of the State of Wisconsin.

Section 12.09. Changes in Vesting; Procedures. If the Plan’s vesting schedule is amended in any way that directly or indirectly affects the computation of the Participant’s nonforfeitable percentage, each Participant with at least three Years of Vesting Service may elect, within a reasonable period after the adoption of the amendment or change, to have the nonforfeitable percentage computed under the Plan without regard to such amendment or change.

The period during which the election may be made will commence with the date the amendment is adopted or deemed to be made and will end on the latest of: (i) sixty days after the amendment is adopted; (ii) sixty days after the amendment becomes effective; or (iii) sixty days after the Participant is issued written notice of the amendment by the College or Plan Administrator.

Section 12.10. Return of Contributions. In case any contribution is made by the College

by virtue of a mistake of fact, such mistaken contribution may be returned to the College within one year after payment of the contribution. Earnings attributable to the mistaken contribution or disallowed deduction may not be returned, but losses attributable thereto will reduce the amount to be returned.

Section 12.11. Notices. Except as otherwise provided in this Plan, any notices or communications required to be given herein by any Participant, the College, or the Plan Administrator, will be deemed given when delivered or when placed in the United States mail in an envelope addressed to the last communicated address of the person to whom the notice is being given, with adequate postage thereon prepaid.

Section 12.12. Word Usage. Wherever any words are used herein in the feminine, masculine, or neuter gender, they will be construed as though they were used in the feminine, masculine, or neuter gender, as the context may require, and vice versa, and wherever any words are used herein in the singular form they will be construed as though they were also used in the plural form, as the context may require, and vice versa.

Section 12.13. Erroneous Payments. If any person receives any amount of benefits that the Plan Administrator in its sole discretion later determines that such person was not entitled to receive under the terms of the Plan, such person will be required to make reimbursement to the Plan. In addition, the Plan Administrator will have the right to offset any future claims for benefits under the Plan against amounts that the Participant was not otherwise entitled to receive.

Section 12.14. No Contract of Employment. Nothing contained herein will be construed to constitute a contract of employment between the College and any Employee. Nothing herein contained will be deemed to give any Employee the right to be retained in the employ of the College or to interfere with the right of the College to discharge any Employee at any time

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without regard to the effect such discharge might have on the Employee as a Participant under this Plan.

Section 12.15. Minors and Incompetents. If any person to whom a benefit is payable under this Plan is legally incompetent, the Plan Administrator may direct payment to that person’s representative. In the case of a minor, the Plan Administrator is authorized to delay distributions until such person is no longer a minor or to pay any benefit to a court-appointed conservator for such minor.

Section 12.16. Accrual Limitations. Notwithstanding anything to the contrary, no Highly Compensated Employee (or former Highly Compensated Employee) will accrue any benefit (or receive any allocation) to the extent that such benefit or allocation is discriminatory within the meaning of the Code.

Section 12.17. Compliance with Section 410. Notwithstanding the foregoing provisions, if, for any Plan Year, the requirements of Section 410(b) of the Code are not satisfied, the Plan Administrator may take such action as is necessary to bring the Plan into compliance with such Code Section, including without limitation, specifying that additional individual(s) are also entitled to share in the allocation process.

Section 12.18. Indemnification by the College. The College will indemnify and save harmless each member of its governing body and any Employee of the College from and against losses resulting from liability to which they may be subjected by reason of any act or conduct (except willful or wanton misconduct) in their official capacities in the administration of this Plan. Expenses will include the amount of any settlement or judgment, costs, counsel fees, and related charges reasonably incurred in connection with a claim asserted or a proceeding brought in settlement thereof. The foregoing right of indemnification will be in addition to any other rights to which any such person may be entitled as a matter of law.

Section 12.19. Severability Clause. If any provision of the Plan is held to be invalid or unenforceable, such holding will not affect the validity of the Plan or any other provisions of the Plan, and the Plan will be construed and enforced as if the invalid provision had not been included in the Plan.

Section 12.20. Titles and Headings. Titles and headings of articles and sections are for convenience only, and the Plan is not to be construed by reference to titles or headings.

Section 12.21. USERRA. Notwithstanding any provisions of this Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service will be provided in accordance with Code Section 414(u).

Section 12.22. Fees and Expenses. Fees and expenses associated with this Plan may be paid out of the assets of the Plan if permitted by the terms of the Funding Vehicle, or, at the sole discretion of the College, may be paid directly by the College.

Section 12.23. Use of Electronic Media. Notwithstanding any provision of the Plan to

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the contrary, including provisions requiring the use of a written instrument, the Plan Administrator may establish procedures for the use of electronic media in communications and transactions between or among the Plan, the Participants, and other appropriate persons. Electronic media may include, but are not limited to, the Internet, e-mail, Intranet systems, and automated telephonic response systems.

IN WITNESS WHEREOF, the College has caused this Plan to be executed in its name

and on its behalf on the ____ day of _______________, 2009.

ST. NORBERT COLLEGE, INC. By: Name: Title:

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APPENDIX A – DEFINITIONS

Where the following words and phrases appear in this Plan, they will have the following meanings set forth in this Appendix A, unless the context clearly indicates otherwise.

Account(s) means the various accounts established for each Participant under the Plan. Separate accounting among a Participant’s Account will be utilized. Such accounting will be done in a reasonable and consistent manner and include the separate allocation of gains, losses, withdrawals, and other credits or charges among the Participant’s Accounts. The following accounts will be established under this Plan:

A. Elective Contribution Account – An account created to hold Participant elective

contributions.

B. Rollover Account – An account created to hold rollover contributions. C. Matching Contribution Account – An account created to hold employer matching

contributions. The Plan Administrator may establish such additional accounts as it deems necessary or

proper.

Affiliated Company means any of the following: a member of a controlled group of corporations as determined in accordance with Section 414(b) of the Code, if the College is also a member of such controlled group; an unincorporated trade or business who is under common control with the College, as determined in accordance with Section 414(c) of the Code and the regulations issued thereunder; any organization which, together with the College, forms an affiliated service group, as determined under Section 414(m) of the Code and the regulations issued thereunder; and any organization or arrangement determined under Section 414(o) of the Code and regulations issued thereunder.

Notwithstanding the foregoing, employment with an Affiliated Company will not be deemed to have commenced for any purpose of the Plan until it becomes an Affiliated Company, as defined above, except as may be required when crediting Hours of Service.

For purposes of Section 5.01, the foregoing provisions will be applied by substituting “more than 50%” for the phrase “at least 80%” each place it appears in Code Section 1563(a)(1).

Beneficiary means the person(s) or entity(ies) determined under Section 6.08. Code means the Internal Revenue Code of 1986, as amended. College means St. Norbert College, Inc., or its successor. Compensation means the W-2 wages paid to an Employee by the College while the

Employee is an active Participant in the relevant features of this Plan during the Plan Year. A

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Participant’s Compensation includes amounts that are “elective deferrals” within the meaning of Code Section 402(g)(3) and amounts that are contributed by the College and not includible in the Participant’s gross income under Code Sections 125, 132(f)(4), or 457(b).

The term Compensation does not include any of the following: overtime, bonuses,

expense allowances or reimbursements, fringe benefits (cash and non-cash), moving expenses, deferred compensation, welfare benefits, and severance pay.

The amount of Compensation taken into account with respect to any one Participant

under the Plan will not exceed $200,000 for any one Plan Year (as adjusted for cost of living increased provided in Code Section 401(a)(17)).

The determination of whether any payment constitutes Compensation will be made by the Plan Administrator.

Employee means an individual who is employed and compensated (by (i) a payroll check issued directly from the College or agent of the College to the individual, (ii) direct payroll deposit made to the individual’s account by the College or agent of the College, or (iii) other similar means of direct payment by the College or agent of the College, such as electronic pay card or debit card) by the College. In no event will the term “Employee” include any individual classified, treated, or otherwise characterized by the College as an independent contractor, consultant, leased employee, temporary agency employee, or otherwise not treated by the College as an “Employee” for purposes of this Plan. Further, the term “Employee” will not include any “leased employee” within the meaning of Code Section 414(n) and any such individual will not, as a leased employee, enter this Plan.

The determination whether an individual constitutes an “Employee” for purposes of this

Plan will be made by the College, subject to the approval and consent of the Plan Administrator, in its sole discretion. This determination will apply for all purposes of the Plan and regardless of whether such individual is later classified by any governmental agency, court, tribunal, governing body, or any other person or entity as a common-law employee of the College. It is the intent hereof that the College, subject to the approval and consent of the Plan Administrator, will decide in its sole discretion which individuals are classified as Employees for purposes of this Plan.

Employment Commencement Date means the date on which an individual first performs an Hour of Service for the College or an Affiliated Company. In the case of a rehired Employee, the Employment Commencement Date is the date on which the Employee completes an Hour of Service following rehire.

ERISA means the Employee Retirement Income Security Act of 1974, as amended from

time to time. Funding Vehicle means the annuity contracts, custodial accounts, or other investments

offered as part of this Plan.

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Highly Compensated Employee means any Employee who (i) was a 5% owner at any time during the current or preceding Plan Year, or (ii) received compensation in excess of $80,000 (as adjusted and as defined in Section 414(q) of the Code) during the preceding Plan Year.

Hour of Service will be determined by including service with the College and any Affiliated Company. In addition, in the case of an individual deemed to be an “employee” of an entity under Code Section 414(m), 414(n), or 414(o), hours of service with such entity will be considered Hours of Service under this Plan. Service will be credited in accordance with the following:

A. General. An Hour of Service will include:

1. Each hour for which an individual is directly or indirectly paid, or entitled to payment, for the performance of duties during an applicable computation period, which hours will be considered as occurring in the computation period or periods in which the duties are performed;

2. Each hour for which back pay, irrespective of mitigation of damages, has

been either awarded or agreed to by an entity described above, which hours will be considered as occurring in the computation period or periods to which the award or agreement pertains, rather than in the computation period in which the award, agreement, or payment is made; and

3. Each hour for which an individual is paid, directly or indirectly, or for

which the individual is entitled to payment (irrespective of whether the employment relationship is terminated) for reasons other than for the performance of duties during a computation period, such as leave of absence, vacation, holiday, sick leave, illness, incapacity (including disability), layoff, jury duty, or military duty, which hours will be considered as occurring in the computation period in which the individual is paid, the individual becomes entitled to payment, or the payment becomes due, whichever first occurs. Notwithstanding the preceding provisions of this paragraph:

a. No Hours of Service will be credited for payments made or due to

an individual under a plan maintained solely for the purpose of complying with an applicable workers’ compensation law, unemployment-compensation law, or disability-insurance law; and

b. No Hours of Service will be credited for payments that an

individual receives for medical or medically related expenses incurred by the individual.

The Plan Administrator will not credit an Hour of Service under more than one of the above sections. In addition, in the event paragraph 2. or 3. above applies, no

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more than 501 hours will be credited for any single continuous period during which an individual does not perform any duties (whether or not that period occurs during a single computation period).

B. Method of Crediting. If an individual is paid for services rendered on an hourly basis, the Plan Administrator will credit that individual with Hours of Service on the basis of the actual method. If an individual is paid for services rendered on a basis other than by the hour, the Plan Administrator may elect to credit that individual with Hours of Service either from records of hours worked or on the basis of an equivalency under which the individual is credited with forty-five Hours of Service for each week of employment if the individual would be credited with at least one Hour of Service for that week under the actual method.

C. Predecessor Employer. If the College maintains a plan of a predecessor employer

as described in Section 414(a)(1) of the Code, such predecessor employer will be treated as an employer for purposes of determining an individual’s Hours of Service under the Plan. Where the College does not maintain a plan of the predecessor employer, a predecessor employer will be treated as an employer for purposes of determining an individual’s Hours of Service to the extent provided in regulations promulgated by the Secretary of the Treasury under Code Section 414(a)(2).

D. Ambiguity. The Plan Administrator will resolve any ambiguity with respect to

the meaning of an Hour of Service in favor of the individual for whom those Hours of Service would be credited.

E. FMLA Leaves. An individual taking a leave of absence pursuant to the Family

and Medical Leave Act of 1993 (“FMLA”) will be treated as continuing service while on such FMLA leave for purposes of determining whether such individual has incurred a break in service under the terms of this Plan.

Includible Compensation means an Employee’s compensation received from the

College that is includible in the Employee’s gross income for Federal income-tax purposes (computed without regard to Code Section 911) for the most recent period that is a Year of Service. Includible Compensation includes any elective deferral or other amount contributed or deferred by the College at the election of the Employee that would be includible in the gross income of the Employee but for the rules of Code Sections 125, 132(f)(4), 402(e)(2), 402(h)(1)(B), 402(k), or 457(b). The amount of includible compensation is determined without regard to any community property laws.

The amount of Includible Compensation taken into account with respect to any Employee

under the Plan will not exceed $200,000 for any one Year of Service (as adjusted for cost of living increased provided in Code Section 401(a)(17)).

The determination of the amount of an Employee’s Includible Compensation will be made by the Plan Administrator.

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Non-Highly Compensated Employee means any Employee who is not a Highly

Compensated Employee.

Normal Retirement Age means age 65.

Participant means any Employee who is qualified under Article II and who remains as such under this Plan. Where the context requires, the term Participant will also include a former Participant or present-interest Beneficiary.

Plan Administrator means the College or such other person(s) or entity(ies) designated by the College to carry out the various administrative or other duties with respect to the Plan in a manner consistent with the terms of the Plan.

Plan Year means the 12-month period commencing January 1.

Severance from Employment means a termination of employment with the College and all Affiliated Companies because an Employee is either discharged or quits, but the term will not include any temporary absence due to vacation, sickness, strike, seasonal layoff, or other leaves of absence granted by the College or Affiliated Company. A Severance from Employment will not be deemed to occur upon a transfer involving any combination of the College and any Affiliated Companies or under any other circumstances where the Employee would not have a Severance from Employment under the provisions of the Code or any judicial or administrative interpretation thereof. The determination whether a Participant has incurred a Severance from Employment will be made by the Plan Administrator in its sole discretion.

Spouse means the lawful spouse or surviving spouse of the opposite sex of a Participant. A former Spouse will be treated as the Spouse or surviving Spouse to the extent provided in a qualified domestic relations order as described in Code Section 414(p).

Vested means, with respect to a benefit or right under the Plan, a claim obtained to that

part of an immediate or deferred benefit under the Plan which arises from the Participant’s service with the College, which is unconditional and which is legally enforceable against the Plan.

Year of Service has the meaning set forth in Treas. Reg. § 1.403(b)-2(b)(21) (or any

successor provision). For purposes of determining an individual’s most recent Year of Service, fractional Years of Service may be aggregated. The Plan Administrator will have the authority, in its sole discretion, to determine an individual’s Years of Service and in making that determination may rely on such statutes, regulations, rulings, caselaw, and other authorities or guidance as it deems appropriate, including, but not limited to, Treas. Reg. § 1.403(b)-4(e) (or any successor provision).

# # # [End of Appendix A]