4848-1831-0664.4

UNION BANK & TRUST COMPANY

FLEXIBLE BENEFIT PLAN

Amended and Restated January 1, 2011

TABLE OF CONTENTS

Page

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

1.1. Purpose of Plan ...................................................................................................... 1 1.2. Plan Document ....................................................................................................... 1

ARTICLE II. DEFINITIONS................................................................................................. 2

2.1. Definitions .............................................................................................................. 2 2.2. Construction ........................................................................................................... 5

ARTICLE III. ELIGIBILITY AND PARTICIPATION ......................................................... 6

3.1. Eligibility Requirements ........................................................................................ 6 3.2. Application for Participation.................................................................................. 6 3.3. Commencement of Participation............................................................................ 6 3.4. Participation During Leaves of Absence ............................................................... 7 3.5. Termination of Participation .................................................................................. 7 3.6. Reemployment of Former Participant.................................................................... 8

ARTICLE IV. CONTRIBUTIONS ......................................................................................... 9

4.1. Employer Contribution .......................................................................................... 9 4.2. Salary Reduction Contributions ............................................................................. 9 4.3. Benefit Accounts.................................................................................................... 9 4.4. Forfeiture of Unused Contributions ....................................................................... 9

ARTICLE V. ELECTION OF AVAILABLE BENEFITS .................................................. 10

5.1. Election Amounts and Procedures ....................................................................... 10 5.2. Failure to Elect ..................................................................................................... 10 5.3. Effective Periods for Elections ............................................................................ 10 5.4. Nondiscrimination................................................................................................ 10 5.5. Election Upon Return from Leave of Absence .................................................... 10 5.6. Election Upon Reemployment ............................................................................. 10 5.7. Irrevocability of Election ..................................................................................... 10 5.8. Changes by Administrator ................................................................................... 14 5.9. Prohibited Deposits .............................................................................................. 14

ARTICLE VI. PREMIUM PAYMENT BENEFIT ............................................................... 15

6.1. Purpose................................................................................................................. 15 6.2. Terms, Conditions and Limitations ...................................................................... 15 6.3. Method of Payment by Employer ........................................................................ 15 6.4. Claims .................................................................................................................. 15

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ARTICLE VII. HEALTH FLEXIBLE SPENDING ACCOUNT BENEFIT ......................... 16

7.1. Purpose................................................................................................................. 16 7.2. Terms, Conditions and Limitations...................................................................... 16 7.3. Cessation of Employment .................................................................................... 16 7.4. COBRA Continuation Coverage .......................................................................... 17 7.5. Claims Procedure ................................................................................................. 17 7.6. Qualified Medical Child Support Order (“QMCSO”) ......................................... 20

ARTICLE VIII. HEALTH SAVINGS ACCOUNT BENEFIT ............................................... 22

8.1. Purpose................................................................................................................. 22 8.2. Terms, Conditions and Limitations ...................................................................... 22 8.3. Employer Contributions ....................................................................................... 22 8.4. Claims .................................................................................................................. 22 8.5. Intent .................................................................................................................... 23

ARTICLE IX. DEPENDENT CARE FLEXIBLE SPENDING ACCOUNT BENEFIT ...... 24

9.1. Purpose................................................................................................................. 24 9.2. Dependent Care Reimbursements ........................................................................ 24 9.3. Terms, Conditions and Limitations ...................................................................... 24 9.4. Cessation of Employment .................................................................................... 25 9.5. Claims Procedure ................................................................................................. 25

ARTICLE X. HIPAA ........................................................................................................... 28

10.1. Applicability......................................................................................................... 28 10.2. Uses and Disclosures of PHI by Company .......................................................... 28 10.3. Restrictions on Company’s Use and Disclosure of PHI ...................................... 28 10.4. Adequate Separation Between Company and the Plan ........................................ 29 10.5. Disclosure to Company ........................................................................................ 29 10.6. Minimum Necessary ............................................................................................ 30 10.7. Company’s Certification of Compliance ............................................................. 30 10.8. Security Provisions .............................................................................................. 30

ARTICLE XI. ADMINISTRATION ..................................................................................... 31

11.1. Funding ................................................................................................................ 31 11.2. Limitation of Rights ............................................................................................. 31 11.3. Power of Appointment ......................................................................................... 31 11.4. Administrator ....................................................................................................... 31 11.5. Powers and Duties of the Administrator .............................................................. 31 11.6. Governing Law .................................................................................................... 32 11.7. Alienation............................................................................................................. 32 11.8. Indemnification of Administrator ........................................................................ 32

ARTICLE XII. PLAN AMENDMENT OR TERMINATION ............................................... 33

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12.1. Amendment .......................................................................................................... 33 12.2. Termination .......................................................................................................... 33

ARTICLE XIII. GENERAL PROVISIONS ............................................................................ 34

13.1. Employment Not Guaranteed............................................................................... 34 13.2. No Guarantee of Tax Consequences .................................................................... 34 13.3. Additional Taxes or Penalties .............................................................................. 34 13.4. No Rights Against Employer ............................................................................... 34 13.5. Payments Due Minors or Incapacitated Persons.................................................. 34 13.6. Administrator Information ................................................................................... 34 13.7. Claims Administrator ........................................................................................... 35 13.8. Agent for Service of Legal Process...................................................................... 35 13.9. ERISA Information .............................................................................................. 35

4848-1831-0664.4

UNION BANK & TRUST FLEXIBLE BENEFIT PLAN

PLAN DOCUMENT

THIS PLAN, originally effective April 1, 1988, is hereby amended and restated, effective for all purposes as of January 1, 2011.

ARTICLE I. INTRODUCTION

1.1. Purpose of Plan. The purpose of the Plan is to provide Eligible Employees with the ability to choose from among several types of benefits. These choices shall include an option to receive certain tax-free benefits in lieu of taxable compensation. The cash option benefit available under the Plan will be treated as taxable compensation. Other available benefits are intended to qualify as statutory nontaxable fringe benefits.

1.2. Plan Document. The Plan is intended to qualify and be construed as a “Cafeteria Plan” within the meaning of Code Section 125(d). The Plan document constitutes the written instrument required by the Code and by ERISA.

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ARTICLE II. DEFINITIONS

2.1. Definitions. The following words and phrases shall have the meanings stated below, unless a different meaning is clearly required by the context of the Plan:

a. “Administrator” means the Company. A representative may be designated by the Company to perform certain recordkeeping and other functions, but such named representative shall not be the Administrator.

b. “Affiliate” means any entity that is within the same “controlled group” as the Company, as defined by Code Section 414(b). “Affiliate” also means any entity which, together with the Company, is under “common control,” as defined by Code Section 414(c).

c. “Benefit(s)” means any benefit provided to a Participant under the Plan.

d. “Benefit Account” means each of the individual accounts established pursuant to Section 4.3. A Benefit Account is maintained on the books of the Company in the name of each Participant to record contributions allocated to and Benefits paid on behalf of a Participant.

e. “CHIP” means the State Children’s Health Insurance Program, as amended by the Children’s Health Insurance Program Reauthorization Act of 2009.

f. “COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations promulgated pursuant thereto.

g. “Company” means Union Bank and Trust Company.

h. “Compensation” means the total compensation actually paid to a Participant by the Employer, including overtime pay, scheduled bonuses and commissions, but excluding expense allowances and all other extraordinary compensation, employer contributions to Social Security, contributions to any retirement plan or value of any other fringe benefits provided by the Employer.

i. “Covered Component” means any Benefit offered under the Plan that, if it were a separate employee benefit plan, would be a “Covered Entity” within the meaning of HIPAA.

j. “Dependent” has the meaning set forth in Code Section 152, as modified by Code Section 105(b). Notwithstanding the foregoing:

i. For purposes of Article V and the definition of “Medical Expenses,” “Dependent” includes, in addition to the foregoing, a Participant ’s nondependent children who have not yet attained the age of 26.

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ii. For purposes of the Dependent Care FSA Benefit under the Plan, “Dependent” means an individual who (i) is a “qualifying child” of the Participant, under the age of 13, and resides with the Participant for more than one half of the year, (ii) a “qualifying child” of the Participant and physically or mentally incapable of caring for himself or herself, or (iii) a Spouse of the Participant and physically or mentally incapable of caring for himself or herself.

k. “Dependent Care Expenses” means expenses Incurred by a Participant that (i) are Incurred for the care of a Dependent or for related household services, (ii) are paid or payable to a Dependent Care Service Provider and (iii) are Incurred to enable the Participant to be gainfully employed. Dependent Care Expenses sha ll not include expenses Incurred for services outside the Participant’s household for the care of a Dependent unless such Dependent is described in clause (ii) of the definition of “Dependent” or regularly spends at least eight hours each day in the Participant ’s household. Dependent Care Expenses shall be deemed to be Incurred at the time the services to which the expenses relate are rendered.

l. “Dependent Care FSA” means a Dependent Care Flexible Spending Account established under the Plan, as more fully described in Article IX.

m. “Dependent Care Service Provider” means a person who provides care or other services described in the definition of “Dependent Care Expenses,” but shall not include (i) a dependent care center (as defined in Code Section 21(b)(2)(D)), unless the requirements of Code Section 21(b)(2)(C) are satisfied, or (ii) a related individual described in Code Section 129(c).

n. “Earned Income” has the meaning provided in Code Section 32(c)(2), which is all income derived from wages, salaries, tips or other employee compensation (within the meaning of Code Section 1402(a)) paid by the employer to the Participant for the Plan Year. Such income does not include any amounts paid or Incurred as a pension or annuity or any amount paid under a Dependent Care FSA.

o. “Election” means the election made by a Participant specifying which Benefits the Participant has chosen to receive and the amount allocated by the Participant toward the purchase of each such Benefit.

p. “Eligible Employee” means an Employee who meets the eligibility requirements specified in Section 3.1.

q. “Employee” means an individual whom the Employer classifies and treats as an employee (not as an independent contractor) for payroll purposes, regardless of whether the individual is subsequently reclassified as an employee of the Employer in a court order, in a settlement of an administrative or judicial proceeding, or in a determination by the Internal Revenue Service, the Department of the Treasury, or the Department of Labor.

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r. “Employer” means Union Bank and Trust Company and any of its affiliates or subsidiaries that adopt this Plan with approval of Union Bank and Trust Company.

s. “Entry Date” means the date on which an Employee begins participating in a given Benefit, as specified in Section 3.3.

t. “FMLA” means the Family Medical Leave Act of 1993, as amended.

u. “Grace Period. The Plan does not include a Grace Period.

v. “Health FSA” means a Health Flexible Spending Account established under the Plan, as more fully described in Article VII.

w. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated pursuant thereto.

x. “Incur,” “Incurred” or “Incurring” means an expense is Incurred on the date service is provided. The date of payment or billing is immaterial in determining when an expense is Incurred. Notwithstanding the foregoing, an otherwise covered Medical Expense that is an advance payment for orthodontia services, made in order to obtain such orthodontia services, is Incurred when the payment is actually made.

y. “Key Employee” has the meaning given in Code Section 416(i)(1).

z. “Medical Expense” means an expense Incurred by a Participant, or by the Spouse or Dependent of such Participant, for medical care as defined in Code Section 213(d). An expense incurred for medicines or drugs shall not constitute a “Medical Expense” unless the medicine or drug: (i) requires a prescription, (ii) is available without a prescription (an over-the-counter medicine or drug) and the individual obtains a prescription, or (iii) is insulin. If a Participant elects a limited-purpose Health FSA under Article VII, the foregoing shall be “Medical Expenses” only if they are for dental or vision expenses not covered under the Participant’s high deductible health plan.

aa. “Notice of Privacy Practices” means the notice required for entities covered by HIPAA, pursuant to 45 C.F.R. § 164.520.

bb. “PHI” means “protected health information,” as that term is defined in HIPAA, but limited to the protected health information created or received by or on behalf of a Covered Component.

cc. “Participant” means an Eligible Employee who elects to participate in the Plan, as provided in Article III.

dd. “Plan” means this Union Bank & Trust Company Flexible Benefit Plan, as set forth in this document.

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ee. “Plan Year” means the 12-consecutive-month period ending each December 31, provided, however, that a period of less than 12 months may be a Plan Year for the final Plan Year.

ff. “Salary Reduction Agreement” means an agreement between a Participant and the Employer under which the Employer reduces the Participant’s current salary and contributes the amount of the reduction to the Plan on behalf of the Participant as a pretax contribution.

gg. “Salary Reduction Benefits” means those Benefits that are to be funded in whole or in part by Salary Reduction Contributions. The Salary Reduction Benefits adopted by the Employer are as follows: Pretax Premium Payment Benefits, Health FSA Benefits, Health Savings Account Benefits, Dependent Care FSA Benefits.

hh. “Salary Reduction Contributions” means an amount contributed to a Benefit Account by the Employer pursuant to a Salary Reduction Agreement.

ii. “Spouse” means, as defined by Federal law, the lawfully married spouse of a Participant or the surviving spouse of a deceased Participant.

jj. “USERRA” means the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended.

2.2. Construction. As used in the Plan, the masculine gender includes the feminine, and the singular may include the plural, unless the context clearly indicates to the contrary.

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ARTICLE III. ELIGIBILITY AND PARTICIPATION

3.1. Eligibility Requirements. An Employee cannot receive a Benefit under the Plan unless the Employee meets the eligibility requirements described below and fulfills the applicable waiting period. The eligibility requirements and waiting period for each Benefit are described below. The eligibility requirements and waiting period must be fulfilled separately for each Benefit. The Administrator shall determine the eligibility of each Employee based on information provided by the Employee or otherwise.

BENEFIT ELIGIBLE EMPLOYEES

WAITING PERIOD

Pretax Premium Payment All Employees scheduled to work 30 or more hours per week

The first day of the month following one full calendar month of employment.

Health FSA All Employees scheduled to work 30 or more hours per week

The first day of the month following one full calendar month of employment.

Health Savings Account All Employees scheduled to work 30 or more hours per week, except that Employees of Retirement Direct and InfoVisa (each an Affiliate) are not eligible for this Benefit.

The first day of the month following one full calendar month of employment.

Dependent Care FSA All Employees scheduled to work 30 or more hours per week

The first day of the month following one full calendar month of employment.

3.2. Application for Participation. To become a Participant, an Eligible Employee must complete an Election form and any other documents that may be required by the Administrator. On the Election form, the Eligible Employee must specify the Benefits in which the Eligible Employee intends to enroll. The Election form must be completed within the enrollment period prescribed by the Company.

3.3. Commencement of Participation. An Eligible Employee becomes a Participant upon the expiration of the waiting period, provided that the completed Election form and applicable documents are received by the Administrator within the applicable enrollment period and before the end of the applicable waiting period. If the Election form and applicable documents are not received within this time frame, the Employee must wait until the next open enrollment period, a special enrollment period, or an event specified in Article V.

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3.4. Participation During Leaves of Absence. If a Participant is absent from work due to an unpaid FMLA or USERRA leave lasting more than 31 days, then the Participant may continue any and all Benefits under the Plan during the leave of absence, provided that the Participant timely elected the Benefits and provided that the Participant continues to make any required contributions. During the absence, the Participant may choose to make these contributions as follows:

a. Prepay. The Participant may make contributions prior to FMLA leave with either pretax or aftertax dollars.

b. Pay-As-You-Go. The Participant may make his or her share of payments on the same schedule as payments would be made if the Participant were not on leave. The Employer is not required to continue the coverage of a Participant who fails to make required premium payments while on FMLA leave. However, if the Employer chooses to continue the coverage of a Participant who fails to make required premium payment while on FMLA leave, the Employer is entitled to recoup those payments after the Participant returns from FMLA leave.

c. Catch-up. The Employer may advance the Participant’s contributions while the Participant is on FMLA Leave. Upon return from FMLA leave, the Participant may reimburse the Employer with aftertax dollars or may increase Salary Redirection Contributions by an appropriate amount for the remainder of the Plan Year.

A Participant who is absent from work for any paid leave of absence must continue any and all Benefits elected under the Plan, and contributions for those Benefits that continue while the Participant is on leave of absence will continue to be deducted from the Participant ’s paychecks during the absence.

3.5. Termination of Participation. A Participant shall continue to participate in the Plan until the earliest of the following:

a. the date the Participant effectively revokes his Election to participate in any Benefits under the Plan;

b. the effective date on which the Participant’s employment with the Employer terminates, subject to any rights available under COBRA;

c. the effective date of Plan termination;

d. the date of the Participant ’s death; or

e. the first day of a Plan Year for which the Participant fails to make an effective Election and is not deemed to have made an Election.

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3.6. Reemployment of Former Participant. If a Participant terminates employment and is re-employed by the Employer during the Plan Year, then the former Participant may be reinstated as a Participant only upon meeting the eligibility conditions anew, unless reemployment occurs within 30 days of termination.

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ARTICLE IV. CONTRIBUTIONS

4.1. Employer Contribution. The Employer may make such contributions as are required by the Plan and additional contributions as the Employer determines from time to time. In addition, the Employer shall make Salary Reduction Contributions pursuant to the following Section.

4.2. Salary Reduction Contributions. The Participant shall make an Election among the available Benefits, as described in the following Article. To the extent that the Participant elects Salary Reduction Benefits, the Participant shall execute a Salary Reduction Agreement. The Employer shall make Salary Reduction Contributions for each Participant that are consistent with the Participant ’s Election and Salary Reduction Agreement.

4.3. Benefit Accounts. The Company shall establish Benefit Accounts for each Participant to record contributions made and Benefits paid. The Company shall establish a Benefit Account for each available Benefit elected by a Participant. Funds designated for use in one Benefit Account may not be used to satisfy expenses Incurred for another available Benefit. No interest will be credited to or paid on Benefit Account balances.

4.4. Forfeiture of Unused Contributions. Following the end of the Plan Year, the Administrator shall confirm that all applicable expenses and timely, valid claims have been finally determined. Any contributions remaining in any Benefit Account thereafter shall be forfeited. The forfeitures may be used to defray administrative expenses for the Plan or may be retained by the Employer.

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ARTICLE V. ELECTION OF AVAILABLE BENEFITS

5.1. Election Amounts and Procedures. Subject to the limitations on Benefit amounts contained herein, each Participant shall have available for the payment of Benefits the dollar amount specified on his or her Salary Reduction Agreement. No Participant may elect Salary Reduction Benefits the cost of which exceeds the available dollar amount. This Election must be made prior to the commencement of each Plan Year by each Participant and shall be irrevocable except as provided for in this Article.

5.2. Failure to Elect. If an Employee is covered by any of the benefits for which pretax premium payment is available under Article VI, the Employee shall be deemed to be a Participant and shall further be deemed to have elected to make Salary Reduction Contributions consistent with the premiums for such benefits; provided, however, that an Employee may elect not to participate in the Plan by completing a waiver form as prescribed by the Administrator. Except as described above, an Employee or Participant who fails to timely return a completed Election form to the Administrator shall be deemed to have elected to receive his or her full Compensation in cash.

5.3. Effective Periods for Elections. Participants may not carry over any unused contributions or available Benefits from one Plan Year to a subsequent Plan Year.

5.4. Nondiscrimination. The Plan shall not discriminate as to eligibility in favor of Highly Compensated Individuals (as defined by Code Section 125), shall not discriminate as to benefits in favor of Highly Compensated Individuals (as defined by Code Section 125), and shall not provide more than 25% of statutory nontaxable benefits in the aggregate to Key Employees (as defined by Code Section 416(i)(1)).

5.5. Election Upon Return from Leave of Absence. If an Employee’s participation in the Plan is interrupted due to an unpaid leave of absence of at least 31 days (other than FMLA leave), and if the Employee subsequently returns to eligible employment status during the same Plan Year, then the Employee shall be reinstated as a Participant on the first day of the first full pay period following the Employee’s return to eligible employment status and will be reinstated to his former Elections.

5.6. Election Upon Reemployment. If a former Participant is terminated and reemployed, and if the period between termination and reemployment is less than 31 days, then the former Participant will not be permitted, upon reinstatement, to make a new Election. If the period between termination and reemployment is 31 days or more, then the former Participant will be permitted to make a new Election.

5.7. Irrevocability of Election. A Participant’s Election under the Plan is irrevocable for the duration of the Plan Year to which it relates, except as set forth in this Section.

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a. Special Enrollment Rights. If a Participant, a Participant’s Spouse or a Participant ’s Dependent exercises a special enrollment right under a group health plan pursuant to Code Section 9801(f), the Participant may revoke a prior Election and make a new Election that corresponds with the special enrollment right.

b. Change in Status. “Change in Status” is any of the events described below, as well as any other events included under subsequent changes to Code Section 125 or regulations issued under Code Section 125 that the Administrator, in its sole discretion, decides to recognize on a uniform and consistent basis:

i. Legal Marital Status. A change in a Participant’s legal marital status, including marriage, death of a Spouse, divorce, legal separation or annulment;

ii. Number of Dependents. Events that change a Participant’s number of Dependents, including birth, death, adoption and placement for adoption;

iii. Employment Status. Any change in employment status of the Participant, the Participant ’s Spouse or the Participant’s Dependents that affects the benefit eligibility under a cafeteria plan or other employee benefit plan of the Employer of the Participant, the Spouse or Dependents, such as termination or commencement of employment, a strike or lockout, a commencement of or return from an unpaid leave of absence, a change in worksite, switching from salaried to hourly paid or union to nonunion, or vice versa, incurring a reduction or increase in hours of employment (e.g., going from part-time to full-time) or any other similar change which makes the individual become (or cease to be) eligible fo r a particular employee benefit;

iv. Dependent Eligibility Requirements. An event that causes a Participant’s Dependent to satisfy or cease to satisfy the Dependent eligibility requirements for a particular benefit; and

v. Change in Residence. A change in the place of residence of the Participant, the Participant ’s Spouse or the Participant ’s Dependent.

A Participant may change or terminate his or her Election under the Plan upon the occurrence of a Change in Status, but only if such change or termination is made on account of and corresponds with a Change in Status that affects coverage eligibility of a Participant, a Participant’s Spouse or a Participant’s Dependent (referred to as the consistency rule). The Administrator, in its sole discretion, shall determine, based on prevailing IRS guidance, whether a requested change is on account of and corresponds with a Change in Status.

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If a Participant, Spouse, or Dependent becomes eligible for COBRA continuation coverage under a group health plan sponsored by the Employer, the Participant may elect to increase payments to make increased payments to pay for such coverage.

c. Judgments, Decrees and Orders. If a judgment, decree or order resulting from a divorce, legal separation, annulment or change in legal custody (including a qualified medical child support order) requires accident or health coverage for a Participant ’s Dependent, the Participant may (i) where the order requires the Participant to provide coverage, change his or her Election to provide coverage for the Dependent or (ii) where the order requires another individual to provide coverage for the Dependent, and where such coverage is actually provided, change his or her Election to revoke coverage for the Dependent.

d. Medicare and Medicaid. If a Participant, a Participant ’s Spouse or a Participant’s Dependent who is enrolled in a health or accident benefit under the Plan becomes entitled to Medicare or Medicaid (other than coverage consisting solely of benefits under Section 1928 of the Social Security Act providing for pediatric vaccines), the Participant may prospectively reduce or cancel the health or accident coverage of the person becoming entitled to Medicare or Medicaid. Further, if a Participant, a Participant’s Spouse or a Participant’s Dependent who has been entitled to Medicare or Medicaid loses eligibility for such coverage, then the Participant may prospectively elect to commence or increase the health or accident coverage.

e. Change in Cost.

i. Insignificant Cost Changes. If the cost of a Benefit increases or decreases during a Plan Year by an insignificant amount, then the Election of each affected Participant shall be prospectively increased or decreased to reflect such change. The Administrator, on a reasonable and consistent basis, will automatically effectuate this prospective increase or decrease.

ii. Significant Cost Changes. If the Administrator determines that the cost of a Participant’s Benefit significantly increases during a Plan Year, the Participant may (A) make a corresponding prospective increase in his or her Election, (B) revoke his or her Election and, in lieu thereof, receive coverage under another Plan option which provides similar coverage, or (C) if no similar coverage is available, revoke his or her Election and drop coverage. If the Administrator determines that the cost of a Participant’s benefit plan or policy significantly decreases during a Plan Year, the Participant may (A) revoke his or her Election and, in lieu thereof, receive coverage under the decreased Plan option which provides similar coverage or (B) if an Employee was not previously enrolled, change his or her Election to elect the decreased Plan option.

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iii. Limitations. (A) This subsection does not apply to the Health FSA Benefit under Article VII. (B) This subsection applies to the Dependent Care FSA Benefit under Article IX only if the cost change is imposed by a Dependent Care Provider who is not a “relative” of the Participant as that term is defined in Treasury Regulations Section 1.125-4(f)(2)(iv) or other IRS guidance.

f. Change in Coverage.

i. Significant Curtailment Without Loss of Coverage. If a Participant, or a Participant ’s Spouse or Dependent, has a significant curtailment of coverage that is not a loss of coverage, the Participant may revoke his or her Election for that coverage and, in lieu thereof, prospectively elect coverage under another benefit plan or policy option which provides similar coverage.

ii. Significant Curtailment With Loss of Coverage. If a Participant, or a Participant ’s Spouse or Dependent, has a curtailment of coverage that constitutes a loss of coverage, the Participant may revoke his or her Election for that coverage and (A) in lieu thereof, prospectively elect coverage under another benefit plan or policy option which provides similar coverage or (B) if no similar coverage is available, drop coverage.

iii. Addition or Significant Improvement of Benefit Package Option. If the Employer adds a Benefit or significantly improves an existing plan, an affected Participant may revoke his or her Election and make a new Election for coverage under the new or improved plan. A Participant who previously waived coverage may make an Election to participate in the new or improved benefit plan.

iv. Change in Coverage of Spouse or Dependent Under His or Her Employer’s Plan. A Participant may change his or her Election on account of and in a way that corresponds with a change made under any employer plan (including the plan of a Spouse’s employer or a Dependent’s employer) so long as (A) the employer plan permits its participants to make an election change that would be permitted under IRS regulations; or (B) the employer plan permits its participants to make an election for a period of coverage that is different from the Plan Year of the Plan.

v. Limitation. This subsection does not apply to the Health FSA Benefit under Article VII.

g. FMLA. If a Participant takes unpaid FMLA leave, the Participant may revoke an Election for health or accident coverage and make a new Election for the remainder of the Plan Year.

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h. Timeliness of New Elections. A Participant entitled to make a new Election must do so within 30 days of the event (61 days for a Participant exercising a special enrollment right based on the gain or loss of CHIP or Medicaid assistance).

i. Effective Date of New Elections. If made timely, an Election change based on a special enrollment right that is the birth, adoption, or placement for adoption of a child shall be effective as the date of such birth, adoption, or placement for adoption. In all other cases, an Election change will be effective no earlier than the date the new Election is received by the Administrator, or the date of the event, whichever is earlier.

5.8. Changes by Administrator. If the Administrator determines, before or during any Plan Year, that the Plan may fail to satisfy for such Plan Year any nondiscrimination requirement imposed by the Code or any limitation on Benefits provided to Key Employees, Highly Compensated Employees, or Highly Compensated Individuals, the Administrator shall take such action as the Administrator deems appropriate, under rules uniformly applicable to similarly situated persons, to assure compliance with such requirement or limitation. Such action may include, without limitation, a modification of Elections by Key Employees, Highly Compensated Employees, or Highly Compensated Individuals.

5.9. Prohibited Deposits. Participants sha ll not be permitted to deposit aftertax dollars into the Benefit Accounts except to the extent specifically provided herein.

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ARTICLE VI. PREMIUM PAYMENT BENEFIT

6.1. Purpose. This Benefit allows for premium payments to be paid on a pretax basis.

6.2. Terms, Conditions and Limitations. Premiums available for pretax payment under this Article include medical, dental, and vision insurance. If medical, dental, or vision premiums are paid on a pretax basis, the Premium Payment Benefit may include pretax payment of premiums Incurred with respect to a Participant, the Spouse of the Participant, and any of the Participant’s children who are covered and are under 26 years of age.

6.3. Method of Payment by Employer. The Employer will pay the group premiums due on behalf of the Participant directly to the insurance company or other appropriate billing entity. This payment administratively shall be construed as a reduction of the Employee’s Compensation and a payment made to an insurance company or other appropriate billing entity by the Employer.

6.4. Claims. A Participant is not required or permitted to file Claims for this Benefit.

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ARTICLE VII. HEALTH FLEXIBLE SPENDING ACCOUNT BENEFIT

7.1. Purpose. This Benefit allows Participants to set aside pretax dollars, which may then be used to reimburse Participants for Medical Expenses.

7.2. Terms, Conditions and Limitations.

a. A Medical Expense shall not be reimbursable under this Article unless the expense is Incurred by the Participant (or the Participant’s Spouse or Dependent) during the Plan Year for which an appropriate Election is in effect.

b. A Medical Expense shall not be reimbursable under this Article unless such expense (i) is not covered by any insurance policy, whether the premium on such policy is paid by the Administrator or the Participant, and (ii) is not reimbursable under any other plan or policy.

c. The Administrator shall not be required to reimburse any Medical Expense amounts in excess of that amount established by the Plan’s maximum contribution provisions or the Participant’s Salary Reduction Agreement, whichever is lower. Upon receipt of due proof of loss and that such loss has not been reimbursed and is not reimbursable from any other source, the Administrator shall advance an amount equal to the Participant’s elected annual contribution less any contributions made to or on behalf of the Participant from his or her Health FSA for the Plan Year.

d. A Participant shall be permitted to elect between a full-purpose Health FSA and a limited-purpose Health FSA. However, if a Participant elects partic ipation in the HSA Benefit under the Plan, the Participant shall not be permitted to elect the full-purpose Health FSA.

e. A Participant electing the Health FSA Benefit may elect to contribute no more than $5,000 per year toward such Benefit.

f. The Health FSA Benefit shall not discriminate, with regard to eligibility or benefits, in favor of Highly Compensated Individuals (as defined by Code Section 105(h)). In the event the Health FSA Benefit is found to be discriminatory, the Employer shall treat excess reimbursements to Participants who are Highly Compensated Individuals as taxable income, to the extent required by Code Section 105(h).

7.3. Cessation of Employment. If a Participant ceases to be an Employee, such Participant may be reimbursed for Medical Expenses incurred during the Plan Year and prior to employment termination. If a Participant ceases to be an Employee, the Participant may be eligible for COBRA continuation coverage.

4848-1831-0664.4 17

7.4. COBRA Continuation Coverage. The Health FSA is subject to COBRA. The election period for continuation coverage begins when coverage would otherwise terminate under the Health FSA; the election period ends 60 days after the date when coverage would otherwise terminate, or the date when notice of the right to continue coverage is provided by the Plan Administrator, whichever is later. During a period of COBRA continuation coverage, the Health FSA may charge a premium equal to not more than 102% of its cost of providing coverage for the period to similarly situated Participants, Spouses, or Dependents. COBRA continuation coverage will only extend to the end of the Plan Year in which the qualifying event occurs, and only if, at the time of the qualifying event, the balance in the Participant’s Health FSA exceeds the Medical Expenses then submitted for reimbursement.

7.5. Claims Procedure.

a. Initial Claim.

i. Filing. In order to receive reimbursement from his or her Health FSA, a Participant must submit a written Claim to the Claims Administrator identified in Article XIII. The Claim must be in the form designated by the Claims Administrator and must include sufficient substantiation. The Claim must be filed no later than March 31 following the end of the Plan Year.

ii. Approval of Initial Claim. If a Claim is approved, the Administrator will provide the Participant with written or electronic notice of such approval. The notice will include the amount of benefits to which the Participant is entitled and other pertinent information concerning the benefit.

iii. Notice of Denial of Initial Claim. If a Claim is denied (in whole or in part), the Administrator will provide the Participant with written or electronic notification of such denial. The notice of denial of the Claim will include: the specific reason that the Claim was denied; a reference to the specific provisions of the Plan on which the denial was based; a description of any additional material or information necessary to perfect the Claim and an explanation of why this material or information is necessary; a description of the appeal procedures and the time limits that apply to such procedures, including a statement of the Participant’s right to bring a civil action under ERISA § 502(a) if the Claim is denied on appeal; if an internal rule, guideline, protocol, or other similar criterion was relied upon in deciding the Claim, either (A) the specific rule, guideline, protocol, or other similar criterion, or (B) a statement that such a rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol, or other criterion will be provided free of charge to the Participant upon request; and if the denial of a Claim is based on a medical necessity or experimental treatment or similar exclusion or limit, either (A) an explanation of the scientific or clinical judgment for the

4848-1831-0664.4 18

determination, applying the terms of the Plan to the Participant’s medical circumstances, or (B) a statement that such explanation will be provided free of charge upon request.

iv. Timing of Claims Decision. The notice required by this Section will be provided within 30 days after receipt of the Claim, unless special circumstances require an extension of time for processing the Claim.

b. Appeals.

i. Filing an Appeal. If a Claim is denied (in whole or in part), the Participant may appeal the denial by providing a written notice of appeal to the Administrator within 180 days after the Participant receives the notice of denial of the Claim. At the same time the Participant submits a notice of appeal, the Participant may also submit written comments, documents, records, and other information relating to the Claim. The Participant is entitled to review and receive, free of charge, copies of all documents, records, and other information relevant to the initial Claim (whether a document is relevant will be determined pursuant to 29 C.F.R. § 2560.503-1(m)(8)).

ii. General Appeal Procedure. The Administrator may hold a hearing or otherwise ascertain such facts as it deems necessary and will render a decision which shall be binding upon both parties. In deciding the appeal: no deference will be given to the decision denying the initial Claim; the appeal will be decided by an individual who did not decide the initial Claim and who is not a subordinate of anyone who decided the initial Claim; the individual deciding the appeal will review and consider all information submitted by the Participant, without regard to whether the information was submitted or considered in conjunction with the initial Claim; if the appeal is based, in whole or in part, on a medical judgment, the individual deciding the appeal will consult with a health care professional who has appropriate training and experience in the relevant field; the health care professional will not be an individual who participated in the denial of the initial Claim and will not be the subordinate of any such individual; and if the Administrator obtained advice from any medical or vocational experts in conjunction with the initial Claim, such experts will be identified to the Participant (this identification must occur even if the Administrator did not rely on the advice obtained).

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iii. Notice of Decision on Appeal. The appeal decision will be provided in written or electronic form to the Participant. If the appeal decision is adverse to the Participant, the written decision will include the following: the specific reason or reasons for the appeal decision; reference to the specific provisions of the Plan on which the appeal decision is based; a statement that the Participant 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 Claim (whether a document, record, or other information is relevant to a Claim will be determined by reference to 29 C.F.R. § 2560.503-1(m)(8)); a statement describing any voluntary appeal procedures and the Participant’s right to obtain the information about such procedures; a statement of the Participant’s right to bring an action under ERISA § 502(a); if an internal rule, guideline, protocol, or other similar criterion was relied upon in deciding the Claim, either (A) the specific rule, guideline, protocol, or other similar criterion, or (B) a statement that such a rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol, or other criterion will be provided free of charge to the Participant upon request; if the denial of the Claim is based on a medical necessity or experimental treatment or similar exclusion or limit, either (A) an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the Participant’s medical circumstances, or (B) a statement that such explanation will be provided free of charge upon request; and the following statement: “You and your plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.”

iv. Timing of Notice of Decision on Appeal. The Administrator will render a decision on appeal within 60 days after receipt of the appeal.

c. Extensions of Time.

i. Notice of Extension. If the Administrator requires an extension of time to review a Claim or an appeal, the Administrator will provide the Participant with written or electronic notice of the extension before the first day of the extension. The notice of the extension will include: an explanation of the circumstances requiring the extension, which circumstances must be matters beyond the control of the Administrator; the date by which the Administrator expects to render a decision; the standard on which the Participant ’s entitlement to a benefit is based; the unresolved issues, if any, that prevent a decision on the Claim or on appeal; and the information needed to resolve those issues. In the event such information is needed, the Participant will have at least 45 days in which to provide the specified information. In addition, the time for determining an initial Claim will be tolled from the date on which the notice of extension is sent to the

4848-1831-0664.4 20

Participant until the date on which the Participant responds to the request for additional information.

ii. Length of Extension. For an initial Claim, the Administrator may obtain no more than one extension of 15 days. For an appeal, the Administrator may not obtain an extension.

d. Legal Action. A Claimant must exhaust his or her administrative remedies under these procedures prior to bringing any legal action with respect to a Claim.

7.6. Qualified Medical Child Support Order (“QMCSO”).

a. Procedure. To the extent required by law, if an Employee’s Dependent is an “alternate recipient” described in a medical child support order, and if the Administrator determines the order to be a QMCSO under ERISA § 609, this Benefit will be available to the Dependent. The following procedures shall be used by the Administrator in determining whether an order is a QMCSO:

i. Alternate Recipients. The term “alternate recipient” means a child (including a child adopted by, or placed for adoption with) of a Participant who has elected to participate in the Health FSA Benefit.

ii. Medical Child Support Order. The term “medical child support order” means any judgment, decree or order (including approval of a settlement agreement) which (i) provides for health coverage with respect to a child of a Participant under the Health FSA Benefit, is made pursuant to State domestic relations law (including a community property law), and relates to benefits under the Health FSA Benefit; or (ii) is made pursuant to a law relating to medical child support described in Section 1908 of the Social Security Act with respect to the Plan and a Component Plan that is a group health plan.

iii. Information. The medical child support order must specify (i) the name and address of the Participant and each alternate recipient covered by the order; (ii) a reasonable description of the type of coverage to be provided to each alternate recipient or the manner in which such type of coverage is to be determined; and (iii) the period to which the order applies.

iv. Restrictions. The medical child support order cannot require a the Plan to provide any type or form of benefit, or any option, not otherwise provided under the Plan, except to the extent necessary to meet the requirements of a law.

4848-1831-0664.4 21

v. Notifications. The Administrator or its delegate shall promptly notify the Participant and each alternate recipient of the receipt of such order and the procedures for determining whether the medical child support order is a QMCSO. Within a reasonable period after receipt of such order, the Administrator or its delegate shall determine whether such order is a QMCSO and notify the Participant and each alternate recipient of such determination.

b. Representative. The Administrator or its delegate shall permit an alternate recipient to designate a representative for receipt of copies of notices that are sent to the alternate recipient.

4848-1831-0664.4 22

ARTICLE VIII. HEALTH SAVINGS ACCOUNT BENEFIT

8.1. Purpose. This Benefit allows Participants to make pretax contributions to an HSA. The HSA is established and maintained outside of the Plan. The Employer shall forward the contributions to the trustee/custodian.

8.2. Terms, Conditions and Limitations.

a. Notwithstanding Article V of the Plan, the Participant’s Election for this HSA Benefit can be increased, decreased or revoked once per calendar quarter. The new Election shall be effective on the first day of the first full quarter (e.g., January 1, April 1, July 1, October 1) after the new Election is filed with the Administrator. No other Benefits may be changed as a result of a change in the HSA Election, unless Section 5.7 applies.

b. The maximum annual amount that may be contributed to this Benefit is the statutory amount for HSA contributions as set forth in Code Section 223. Participants who are age 55 or older may contribute an additional catch-up contribution as permitted by Code Section 223.

c. In order to participate in the HSA Benefit under the Plan, the Employee must be enrolled in the Employer’s high deductible health plan or in another employer’s high deductible health plan.

8.3. Employer Contributions.

a. A Participant in the HSA Benefit shall be entitled to an Employer Contribution under this Article only if the Participant completes the annual health assessment provided by the Employer.

b. If a Participant participates in the Employer’s high deductible health plan for the entire Plan Year, and is entitled to an Employer Contribution under this Article, the amount of the Employer Contribution will be (i) $1,000 for Participants enrolled in individual coverage or (ii) $2,000 for Participants enrolled in other coverage. If a Participant does not participate for the entire Plan Year, the amount of the Employer Contribution set forth in the previous sentence shall be prorated accordingly.

c. The Employer shall make the Employer Contribution as soon as administratively feasible following the date on which the Participant becomes entitled to the contribution.

8.4. Claims. The procedure for filing HSA claims is determined by the HSA custodian, not by the Plan.

4848-1831-0664.4 23

8.5. Intent. The Benefit provided by this Article consists solely of contributions to the HSA. Terms and conditions of HSA coverage and benefits (e.g., eligible medical expenses, claims procedures, etc.) will be provided by and are set forth in the HSA and not in the Plan. The Employer has no authority or control over the funds deposited in an HSA. Even though the Plan may allow pretax salary reduction contributions to an HSA, the HSA is not intended to be an ERISA benefit plan sponsored or maintained by the Employer.

4848-1831-0664.4 24

ARTICLE IX. DEPENDENT CARE FLEXIBLE SPENDING ACCOUNT BENEFIT

9.1. Purpose. This Benefit allows Participant s to set aside pretax dollars, which may then be used to reimburse Participants for Dependent Care Expenses. This Article constitutes the separate written document required by Code Section 129.

9.2. Dependent Care Reimbursements. The Administrator shall reimburse each Participant for expenses Incurred by such Participant for Dependent Care Expenses, subject to the maximum benefit which the Participant may receive in any Plan Year. Such maximum benefit is equal to the lesser of:

a. the Participant’s Earned Income for the calendar year (after all reductions in Compensation, including the reduction related to the Dependent Care FSA);

b. the Earned Income of the Participant’s Spouse for the calendar year;

c. the deemed Earned Income of the Participant’s Spouse, if the Spouse is a full-time student at an educational institution or is physically or mentally incapable of caring for himself;

d. $5,000 for each Plan Year (if married filing jointly) or $2,500 for each Plan Year (if filing under another status).

9.3. Terms, Conditions and Limitations.

a. The Administrator shall not be required to pay any Dependent Care Expenses in excess of that amount previously contributed and not previously paid out on behalf of a Participant during the Plan Year.

b. Each Participant electing the Dependent Care FSA Benefit may not elect to contribute more than $5,000, if the Participant ’s fax filing status is “married filing jointly,” or $2,500 if otherwise.

c. The Dependent Care FSA Benefit shall not discriminate, as to eligibility, contributions, or benefits, in favor of Highly Compensated Employees (as defined by Code Section 414(q)). In the event the Dependent Care FSA Benefit is found to be discriminatory, the Dependent Care FSA Benefit shall continue to constitute a dependent care assistance plan (within the meaning of Code Section 129) as to employees who are not Highly Compensated Employees.

4848-1831-0664.4 25

d. Solely with regard to the Benefits paid under this Article, the average Benefits provided to employees who are not Highly Compensated Employees (as defined by Code Section 414(q)) shall be at least 55% of the average Benefits provided to employees who are Highly Compensated Employees. If the Administrator believes that this threshold may not be met, the Administrator may, in its absolute discretion, limit the amount of Dependent Care FSA Benefits payable to Participants who are Highly Compensated Employees, provided that any such limitation imposed by the Administrator shall apply on a uniform basis.

e. Solely with regard to the Benefits paid under this Article, no more than 25% of the total Benefits during any Plan Year may be paid to Participants who own, directly or indirectly, more than 5% of the stock of the Employer on any day during the Plan Year or to Participants who are Spouses or Dependents of any individual with such stock ownership. If the Administrator believes that this 25% limit may be exceeded, the Administrator may, in its absolute discretion, limit the amount of Dependent Care FSA Benefits payable to such Participants so that the limit will not be exceeded, provided that any such limitation imposed by the Administrator shall apply on a uniform basis to such Participants.

9.4. Cessation of Employment. If a Participant ceases to be an Employee, such Participant shall be entitled to continue receiving Benefits to the extent of the amount remaining in the Participant’s Dependent Care FSA (i.e., year-to-date contributions less prior reimbursements) for the Plan Year during which his or her employment terminated.

9.5. Claims Procedure.

a. Initial Claim.

i. Filing. In order to receive reimbursement from his or her Health FSA, a Participant must submit a written Claim to the Claims Administrator identified in Article XIII. The Claim must be in the form designated by the Claims Administrator and must include sufficient substantiation. The Claim must be filed no later than March 31 following the end of the Plan Year.

ii. Approval of Initial Claim. If a Claim is approved, the Administrator will provide the Participant with written or electronic notice of such approval. The notice will include: the amount of benefits to which the Participant is entitled; the duration of such benefit; the time the benefit is to commence; and other pertinent information concerning the benefit.

4848-1831-0664.4 26

iii. Notice of Denial of Initial Claim. If a Claim is denied (in whole or in part), the Administrator will provide the Participant with written or electronic notification of such denial. The notice of denial of the Claim will include: the specific reason that the Claim was denied; a reference to the specific provisions of the Plan on which the denial was based; a description of any additional material or information necessary to perfect the Claim and an explanation of why this material or information is necessary; and a description of the appeal procedures and the time limits that apply to such procedures.

iv. Timing of Claims Decision. The notice required by this Section will be provided within 30 days after receipt of the Claim, unless special circumstances require an extension of time for processing the Cla im.

b. Appeals.

i. Filing an Appeal. If a Claim is denied (in whole or in part), the Participant may appeal the denial by providing a written notice of appeal to the Administrator within 60 days after the Participant receives the notice of denial of the Claim. At the same time the Participant submits a notice of appeal, the Participant may also submit written comments, documents, records, and other information relating to the Claim. The Participant is entitled to review and receive, free of charge, copies of all documents, records, and other information relevant to the initial Claim.

ii. General Appeal Procedure. The Administrator may hold a hearing or otherwise ascertain such facts as it deems necessary and will render a decision which shall be binding upon both parties. In deciding the appeal: no deference will be given to the decision denying the initial Claim; the appeal will be decided by an individual who did not decide the initial Claim and who is not a subordinate of anyone who decided the initial Claim; and the individual deciding the appeal will review and consider all information submitted by the Participant, without regard to whether the information was submitted or considered in conjunction with the initial Claim.

iii. Notice of Decision on Appeal. The appeal decision will be provided in written or electronic form to the Participant. If the appeal decision is adverse to the Participant, the written decision will include the following: the specific reason or reasons for the appeal decision; reference to the specific provisions of the Plan on which the appeal decision is based; a statement that the Participant 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 Claim; and a statement describing any voluntary appeal procedures and the Participant ’s right to obtain the information about such procedures.

4848-1831-0664.4 27

iv. Timing of Notice of Decision on Appeal. The Administrator will render a decision on appeal within 60 days after receipt of the appeal.

c. Extensions of Time. For either an initial Claim or an Appeal, the Administrator may obtain one extension of 60 days. If the Administrator requires an extension of time to review a Claim or an appeal, the Administrator will provide the Participant with written or electronic notice of the extension before the first day of the extension. The notice of the extension will include: an explanation of the circumstances requiring the extension, which circumstances must be matters beyond the control of the Administrator; the date by which the Administrator expects to render a decision; the standard on which the Participant ’s entitlement to a benefit is based; the unresolved issues, if any, that prevent a decision on the Claim or on appeal; and the information needed to resolve those issues. In the event such information is needed, the Participant will have at least 45 days in which to provide the specified information. In addition, the time for determining an initial Claim will be tolled from the date on which the notice of extension is sent to the Participant until the date on which the Participant responds to the request for additional information.

d. Legal Action. A Claimant must exhaust his or her administrative remedies under these procedures prior to bringing any legal action with respect to a Claim.

4848-1831-0664.4 28

ARTICLE X. HIPAA

10.1. Applicability. The Plan is a “hybrid entity” within the meaning of HIPAA. The Plan elects to provide the privacy and security protections required by HIPAA only to the Covered Components.

10.2. Uses and Disclosures of PHI by Company. The Company may use or disclose PHI pursuant to this Section, which may be further limited by the Company’s HIPAA policies and procedures.

a. Permitted Uses and Disclosures. The Company may use and disclose any PHI obtained pursuant to this Article only for the purposes of administrative functions that the Company performs for or on behalf of the Covered Components.

b. Required Uses and Disclosures. The Company is required to use and/or disclose PHI: (i) to an individual, when requested under and required by 45 C.F.R. § 164.524 in order to provide an individual with access to his or her own PHI; (ii) to an individual, when requested under and required by 45 C.F.R. § 164.528 in order to provide an individual with an accounting of disclosures of that individual’s PHI; and (iii) when required by the Secretary of the Department of Health and Human Services or those acting under the authority or at the direction of the Secretary to investigate or determine the Plan’s compliance with HIPAA.

10.3. Restrictions on Company’s Use and Disclosure of PHI

a. The Company will not use or disclose Participants’ PHI, except (i) as required by law, or (ii) as permitted or required by this plan document (which may be further limited by the Company’s HIPAA policies and procedures).

b. The Company will ensure that any agent, including any subcontractor, to whom it provides Participants’ PHI, agrees to the restrictions and conditions of this Article with respect to Participants’ PHI.

c. The Company will not use or disclose Participants’ PHI: (i) for the purpose of employment-related actions or decisions; (ii) in connection with an employee benefit plan or arrangement of the Company other than Covered Components.

d. Promptly upon learning of any use or disclosure of Participants’ PHI that is inconsistent with the uses and disclosures allowed under this Article, the Company will report such inconsistent use or disclosure to the Covered Component.

e. The Company will make PHI available to the Participant who is the subject of the information, in accordance with 45 C.F.R. § 164.524.

f. The Company will make Participants’ PHI available for amendment, and will amend Participants’ PHI, in accordance with 45 C.F.R. § 164.526.

4848-1831-0664.4 29

g. The Company will make available the information required to provide an accounting of disclosures in accordance with 45 C.F.R. § 164.528.

h. The Company will make its internal practices, books and records (as they relate to its use and disclosure of Participants’ PHI) available to the U.S. Department of Health and Human Services for the purpose of determining compliance with 45 C.F.R. Parts 160-64.

i. If feasible, the Company will return or destroy all Participants’ PHI that the Company maintains in any form and retain no copies of such information when no longer needed for the purpose for which disclosure was made, except that if such return or destruction is not feasible, Company will limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible.

10.4. Adequate Separation Between Company and the Plan. The following members of the Company’s workforce may be given access to Participants’ PHI by the Company: Benefits Administrator, Benefits Specialist, Payroll Specialist, Vice President of Human Resources, and internal Accountant. These individuals will have access to Participants’ PHI only to perform the administrative functions that the Company conducts for the Covered Components. These individuals will be subject to disciplinary action and sanctions, including termination of employment, for any use or disclosure of Participants’ PHI in violation of the provisions of this Article, of HIPAA, or of the Company’s HIPAA policies and procedures. The Company will promptly report any such violation to the Covered Components, and will cooperate in order to correct the violation; impose appropriate disciplinary action or sanctions on each person causing the violation, and mitigate any negative effect of the violation on any Participant, the privacy of whose PHI may have been compromised by the violation.

10.5. Disclosure to Company. Any use or disclosure of PHI to the Company pursuant to this Section must be in accordance with the policies and procedures of the applicable Covered Component and of the Company.

a. For the purpose of conducting administrative functions on behalf of the Covered Components, which functions must be consistent with HIPAA and the applicable Notice of Privacy Practices, the Company shall be entitled to receive PHI from: the Covered Components, their business associates (and their subcontractors or agents), and any other person or entity that maintains, or has the authority to direct the disclosure of, PHI related to any Participant.

b. Notwithstanding the foregoing, PHI shall not be disclosed to the Company: (i) for the purpose of employment-related actions or decisions; (ii) in connection with an employee benefit plan or arrangement of the Company other than Covered Components.

4848-1831-0664.4 30

c. A Covered Component may disclose PHI to the Company if the PHI summarizes the claims history, claims expenses, or types of claims experienced by individuals under the Covered Component, provided that the information described in 45 C.F.R. § 164.514(b)(2)(i) has been deleted (except that geographic information need only be aggregated to the level of a 5-digit zip code).

d. A Covered Component may disclose to the Company information on whether an individual is participating in a Covered Component or is enrolled or has disenrolled from a particular coverage options within a Covered Component.

10.6. Minimum Necessary. The Company will make reasonable efforts to limit its use or disclosure of PHI to the minimum information necessary to accomplish the intended purpose of the use or disclosure. When requesting PHI from another party, the Company will make reasonable efforts to limit its request to the minimum information necessary to satisfy the purpose of the request.

10.7. Company’s Certification of Compliance. Neither a Covered Component nor any health insurance issuer or business associate providing services to a Covered Component will disclose Participants’ PHI to the Company unless the Company certifies that the Plan includes the terms of this Article and that the Company agrees to abide by this Article.

10.8. Security Provisions. The Company will:

a. Implement administrative, physical and technical safeguards that reasonably and appropriately protect the confidentiality, integrity and availability of the electronic PHI that it creates, receives, maintains or transmits on behalf of a Covered Component;

b. Ensure that the adequate separation required by 45 C.F.R. § 164.504(f)(2)(iii) is supported by reasonable and appropriate security measures;

c. Ensure that any agent, including a subcontractor, to whom it provides this information agrees to implement reasonable and appropriate security measures to protect the information; and

d. Report to the Covered Component any security incident of which it becomes aware.

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ARTICLE XI. ADMINISTRATION

11.1. Funding. The Benefits under the Plan may be funded by the Employer’s general assets, by Employee contributions, or by some combination of these. Contributions are established by the Company. The Company reserves the right to modify the cost sharing of contributions between the Employer and Participants, in such amounts as the Company in its absolute discretion shall determine from time to time.

11.2. Limitation of Rights. Nothing in this document requires the Employer or the Administrator to maintain any fund or segregate any amount for the benefit of any Participant. No Participant or other person shall have any claim against, right to, or security or other interest in, any fund, account or asset of the Employer from which any payment under the Plan may be made. Nothing in the Plan shall give any Employee any right to continued employment.

11.3. Power of Appointment. The Company has the power to appoint the Administrator.

11.4. Administrator. The Company may appoint either an individual or a committee to serve as the Administrator on its behalf. An individual appointed by the Company may resign by providing written notice to the Company. A committee appointed by the Company may act by a majority of its members at the time in office, either by vote at a meeting or in writing without a meeting. Such a committee may authorize any one or more of its members to execute any document or documents on behalf of the Administrator.

11.5. Powers and Duties of the Administrator. The Administrator shall have full power to administer the Plan, in accordance with its terms, for the exclusive benefit of Participants and Beneficiaries. For this purpose, the Administrator’s full and discretionary powers include, but are not limited to, the following:

a. To make and enforce such rules and regulations as it deems necessary or proper for the efficient administration of the Plan, including the establishment of any claims procedures that may be required by applicable law;

b. To consider and decide claims and appeals filed under the Plan;

c. To determine the eligibility, participation, status, and rights of all individuals under the Plan;

d. To construe or interpret any and all terms of the Plan;

e. To appoint such agents, counsel, accountants, consultants and actuaries as may be required to assist in administering the Plan; and

f. To allocate and delegate its responsibilities under the Plan and to designate other persons to carry out any of its responsibilities under the Plan. Any such allocation, delegation or designation shall be in writing.

4848-1831-0664.4 32

All decisions by the Administrator will be afforded the maximum deference permitted by law.

11.6. Governing Law. The Plan is established in the State of Nebraska. To the extent federal law does not apply, the Plan shall be construed in accordance with and governed by the laws of the State of Nebraska.

11.7. Alienation. No Benefits under the Plan may be subject to anticipation, garnishment, attachment, execution or levy of any kind, nor shall the Plan be liable for any Participant ’s or Beneficiary’s debts or obligations.

11.8. Indemnification of Administrator. The Company agrees to indemnify and to defend, to the fullest extent permitted by law, any member (or former member) of a committee appointed by the Company to serve as the Administrator, or any Employee (or former Employee) appointed by the Company to serve as the Administrator, against all liabilities, damages, costs and expenses (including attorneys ’ fees and amounts paid in settlement of any claims approved by the Company) occasioned by any act or omission to act in connection with the Plan, if such act or omission is in good faith.

4848-1831-0664.4 33

ARTICLE XII. PLAN AMENDMENT OR TERMINATION

12.1. Amendment. The Plan may be amended at any time and from time to time by a written instrument approved by the Company and executed by a duly authorized officer of the Company.

12.2. Termination. The Plan is established with the intention of being maintained for an indefinite period of time. Nevertheless, the Company expressly reserves the right to discontinue or terminate the Plan or any Component Plan. After the Company has discontinued or terminated the Plan, no Employee, Dependent or Beneficiary shall have or attain any vested right, contractual or otherwise, to any further contributions to or benefits from the Plan.

4848-1831-0664.4 34

ARTICLE XIII. GENERAL PROVISIONS

13.1. Employment Not Guaranteed. The Employer may terminate the employment of any Employee as freely and with the same effect as if the Plan were not in existence. Participation in the Plan by an Employee shall not constitute an express or implied contract of employment between the Employer and the Employee.

13.2. No Guarantee of Tax Consequences. Neither the Employer nor the Administrator makes any commitment or guarantee that any amounts paid to or for the benefit of a Participant or Beneficiary will be excludable from the gross income of such person for federal or state income tax purposes or that any other federal or state tax treatment will apply to or be available to any Participant or Beneficiary. It shall be the obligation of each Participant and Beneficiary to determine whether any payment under the Plan is excludable from gross income for federal and state income tax purposes and to take appropriate action if there is reason to believe that any payment or amount withheld is not excludable. Neither the Employer nor the Administrator is liable for any taxes or penalties owed by any Participant or Beneficiary with respect to such amounts.

13.3. Additional Taxes or Penalties. If there are any taxes or penalties payable by the Employer on behalf of any Employee, such taxes or penalties shall be payable by the Employee to the Employer to the extent such taxes would have been originally payable by the Employee had the Plan not been in existence.

13.4. No Rights Against Employer. The establishment of the Plan, any modification of the Plan, and any distributions from the Plan shall not be construed as giving to any current or former Employee, Participant or Beneficiary any legal or equitable rights against the Employer, its shareholders, directors or officers, as such, or as giving any person the right to be retained in the employ of the Employer.

13.5. Payments Due Minors or Incapacitated Persons. If any person entitled to a payment under the Plan is a minor, or if the Administrator determines that any such person is incapacitated by reason of physical or mental disability, whether or not legally adjudicated as incompetent, the Administrator shall have the power to cause the payment to be made to another for his benefit, without responsibility of the Administrator, the Employer, or any other person or entity to see to the application of such payment. Payments made pursuant to this power shall operate as a complete discharge of the Administrator, the Employer, and the Plan.

13.6. Administrator Information. The following entity is the Administrator of the Plan, and is the “Plan Administrator,” within the meaning of ERISA, for the Health FSA Benefit.

Company Name: Union Bank & Trust Company Business Address: ATTN: Human Resources Department

3705 South 48th Street Lincoln, NE 68506

Telephone: (402) 323-1193

4848-1831-0664.4 35

13.7. Claims Administrator.

Name: ProcessWorks, Inc. Business Address: P.O. Box 2490, Brookfield, Wisconsin 53008-2490 Telephone: 1-888-868-2492

13.8. Agent for Service of Legal Process. Service of process may be made upon the Administrator as follows: Union Bank & Trust Company, ATTN: Human Resources Department, 3705 South 48th Street, Lincoln, Nebraska 68506.

13.9. ERISA Information. The Health FSA Benefit constitutes an ERISA Plan. The following information applies only to the Health FSA Benefit:

Plan Name: Union Bank & Trust Company Health FSA Plan

Plan Number: 510 Type of Plan: Medical Expense Reimbursement Plan Type of Administration: Third-Party Administrator Agent for Service of Legal Process: Union Bank & Trust Company

ATTN: Human Resources Department 3705 South 48th Street Lincoln, NE 68506

Funding Medium: Employer general assets only.

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IN WITNESS WHEREOF, the Company has caused the Plan to be executed by its duly authorized officer.

Date:

UNION BANK & TRUST COMPANY

ANGELA MUHLEISEN, President and CEO