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Home My WebLink About20221026Veolia to Staff Attachment - Response to No. 21.pdf12/6/17 38216283v.8 Summary Plan Description SUEZ Water Resources Inc. Retirement Plan As In Effect As Of January 1, 2017 VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 1 of 29 Table of Contents Page i 38216283v.8 ABOUT THIS SUMMARY ........................................................................................................... 1 PART ONE: YOUR PLAN BENEFITS........................................................................................ 2 I. Participation ........................................................................................................................ 2 II. Years of Benefit Service and Vesting Service; Hours of Service ....................................... 2 A. Year of Benefit Service ........................................................................................... 2 B. Year of Vesting Service .......................................................................................... 4 C. Hour of Service ....................................................................................................... 4 III. Retirement Dates ................................................................................................................. 4 A. Normal Retirement .................................................................................................. 4 B. Early Retirement ..................................................................................................... 4 C. Late Retirement ....................................................................................................... 4 IV. Amount of Retirement Benefit............................................................................................ 5 A. Normal Retirement Benefit ..................................................................................... 5 B. Annual Compensation and Average Annual Compensation .................................. 5 C. Early Retirement Benefit ........................................................................................ 6 D. Late Retirement Benefit .......................................................................................... 7 E. Vested Termination ................................................................................................. 7 V. When Your Retirement Benefit Is Paid .............................................................................. 7 VI. How Your Retirement Benefit Is Paid ................................................................................ 8 A. Forms of Payment ................................................................................................... 8 B. Election of Form of Payment .................................................................................. 9 VII. Death Benefit ...................................................................................................................... 9 A. If you die after your Earliest Retirement Age ......................................................... 9 B. If you die on or before what would have been your Earliest Retirement Age ........................................................................................................................ 10 C. Commencement of Death Benefit Payments ........................................................ 10 D. Example ................................................................................................................ 10 VIII. Disability Retirement Benefit ........................................................................................... 11 A. Total and Permanent Disability ............................................................................ 11 B. Partial Disability ................................................................................................... 11 IX. Top-Heavy Plan ................................................................................................................ 11 X. No Right to Employment .................................................................................................. 11 XI. Qualified Domestic Relations Order ................................................................................. 11 VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 2 of 29 Table of Contents (continued) Page ii 38216283v.8 XII. Military Service ................................................................................................................ 12 XIII. Plan Amendment or Termination ...................................................................................... 12 XIV. Claims Procedure .............................................................................................................. 13 A. Submission of Claim for Plan Benefits ................................................................. 13 B. Denial of Benefits ................................................................................................. 13 C. Claims Review Procedure ..................................................................................... 14 D. Disability Claims .................................................................................................. 15 E. Civil Actions ......................................................................................................... 15 XV. ERISA Rights.................................................................................................................... 16 PART TWO: IMPORTANT ADMINISTRATIVE INFORMATION........................................ 18 I. Who Administers the Plan ................................................................................................ 18 II. Other Important Plan Information .................................................................................... 18 Appendix A ................................................................................................................................... 20 Appendix A-1................................................................................................................................ 21 Appendix A-2................................................................................................................................ 22 Appendix B ................................................................................................................................... 23 VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 3 of 29 38216283v.8 Defined Term GLOSSARY Page Affiliated Company ........................................................................................................................ 1 Annual Compensation ..................................................................................................................... 5 Average Annual Compensation ...................................................................................................... 5 Benefits Committee ...................................................................................................................... 18 Code ................................................................................................................................................ 1 Collective Bargaining Unit ............................................................................................................. 1 Company ......................................................................................................................................... 1 Disability Retirement Benefit ....................................................................................................... 11 Earliest Retirement Age .................................................................................................................. 9 Early Retirement Date ..................................................................................................................... 4 ERISA ........................................................................................................................................... 14 Hour of Service ............................................................................................................................... 4 Joint and Surviving Spouse Annuity............................................................................................... 8 Late Retirement Date ...................................................................................................................... 4 Life Annuity with a Period Certain ................................................................................................. 8 Normal Retirement Benefit ............................................................................................................. 5 Normal Retirement Date ................................................................................................................. 4 Participating Employer ................................................................................................................... 1 PBGC ............................................................................................................................................ 12 Plan ................................................................................................................................................. 1 Plan Administrator ........................................................................................................................ 18 Plan Year ....................................................................................................................................... 19 QDRO ........................................................................................................................................... 11 Senior VP of HR ........................................................................................................................... 13 Single Life Annuity......................................................................................................................... 8 Specified Benefit Service Date ....................................................................................................... 3 Specified Hire Date ......................................................................................................................... 2 Year of Benefit Service ................................................................................................................... 2 Year of Vesting Service .................................................................................................................. 4 VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 4 of 29 38216283v.8 ABOUT THIS SUMMARY This summary plan description highlights key provisions of the SUEZ Water Resources Inc. Retirement Plan, previously known as the United Water Resources Inc. Retirement Plan, as in effect as of January 1, 2017 (the “Plan”). The Plan sponsor is SUEZ Water Resources Inc. (the “Company”), previously known as United Water Resources Inc. You were able to become a participant in the Plan if you:  were employed by the Company or a “Participating Employer” (see next paragraph) and were: (i) represented by a collective bargaining unit specified on the next page (a “Collective Bargaining Unit”) who had bargained for Plan participation; or (ii) not represented by a collective bargaining unit; and  were hired before the “Specified Hire Date” applicable to you (see next page). A “Participating Employer” is an Affiliated Company which participates in the Plan on behalf of its eligible employees. An “Affiliated Company” means a subsidiary of the Company or other related entity which is considered, under the rules set out in the Internal Revenue Code (“Code”), to be a member of the same controlled group as the Company. The Plan may be amended or terminated at any time in accordance with applicable law. The full text of the Plan document may be requested from the HR Employee Service Center. If there is a difference between this summary and the terms of the collective bargaining agreement negotiated with your Collective Bargaining Unit, subject to applicable law it is intended that the collective bargaining agreement will control. Please take the time to read this summary of benefits provided under the Plan. There are certain defined terms in this summary you need to understand. When first defined, these terms are highlighted in bold print, underlined and in quotation marks. When used elsewhere, the first letter of each word in the term is capitalized. When you see a capitalized term in the summary, you can refer to the Glossary in the preceding page to find out the page on which that term is defined. This booklet is a summary of the Plan only as applicable to participants on January 1, 2017. If you were a participant in the Plan and terminated your employment with the Company, or an Affiliated Company, before January 1, 2017, the benefit you may be entitled to under the Plan is determined under the provisions of the Plan as in effect at the time of your termination. Contact the HR Employee Service Center with any questions about the Plan or this summary you may have. VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 5 of 29 2 38216283v.8 PART ONE: YOUR PLAN BENEFITS I. Participation You were eligible to be a participant in the Plan if you were hired by the Company or a Participating Employer before the date applicable to you as specified below (your “Specified Hire Date”): If You Were Your Specified Hire Date - Hired Before Not Represented by a Collective Bargaining Unit January 1, 2010 Represented by United Association of Journeymen and Apprentices of the Plumbing and Pipe Fitting Industry of the United States and Canada, U.A. Local 296 and United Water Idaho April 1, 2011 Represented by Utility Workers Union of America, Local 375, Jersey City, NJ February 1, 2011 Represented by Utility Workers Union of America Local 584, Delaware April 1, 2011 Represented by Utility Workers Union of America, Local 375, New Jersey December 16, 2011 Represented by Utility Workers Union of America, Local 503, Toms River November 18, 2011 Represented by Utility Workers Union of America , Local 516, Bloomsburg, PA January 1, 2011 Represented by Utility Workers Union of America, Local 489, Harrisburg, PA April 11, 2012 Represented by Utility Workers Union of America Local 1-2, New Rochelle, NY May 2, 2012 Represented by International Brotherhood of Electrical Workers, Union Local 363, New York September 7, 2012 II. Years of Benefit Service and Vesting Service; Hours of Service A. Year of Benefit Service Subject to the maximum described in the following paragraph, as a participant you have been credited with a “Year of Benefit Service” for each twelve (12) consecutive month period (generally based on the anniversary of your first day of Company or Participating Employer employment) in which you had at least 1,000 Hours of Service credited with the Company or a Participating Employer. For example (again subject to a maximum), if you were hired on October 1, 2008 and had 1,000 or more Hours of Service on September 30, 2009, you would be credited VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 6 of 29 3 38216283v.8 with a Year of Benefit Service on that anniversary date; and each succeeding September 30th if you met this 1,000 Hour of Service requirement. However, you are not credited with any additional Years of Benefit Service after the later of: (i) your “Specified Benefit Service Date” (see the chart below); or (ii) your attaining the maximum number of Years of Benefit Service that can be credited to you under the Plan (see the chart below): No Additional Year of Benefit Service Credited After the Later of If You Were Your “Specified Benefit Service Date” Your Attaining The Maximum Years of Benefit Service That May Be Credited To You Not Represented by a Collective Bargaining Unit July 1, 2011 35 Represented by United Association of Journeymen and Apprentices of the Plumbing and Pipe Fitting Industry of the United States and Canada, U.A. Local 296 July 1, 2011 35 Represented by Utility Workers Union of America, Local 375, Jersey City, NJ December 31, 2011 40 Represented by Utility Workers Union of America Local 584, Delaware December 31, 2011 40 Represented by Utility Workers Union of America, Local 375, New Jersey February 1, 2012 40 Represented by Utility Workers Union of America, Local 503, Toms River February 1, 2012 40 Represented by Utility Workers Union of America, Local 516, Bloomsburg, PA February 1, 2012 40 Represented by Utility Workers Union of America, Local 489, Harrisburg, PA July 1, 2012 40 Represented by Utility Workers Union of America Local 1-2, New Rochelle, NY May 1, 2012 40 Represented by International Brotherhood of Electrical Workers, Union Local 363, New York December 1, 2012 40 Contact the HR Employee Service Center with any questions about your Years of Benefit Service. o VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 7 of 29 4 38216283v.8 B. Year of Vesting Service You are fully (100%) vested in your Plan benefit when credited with five (5) Years of Vesting Service. You are credited with a “Year of Vesting Service” for each 12 consecutive month period (looking at each anniversary of your first date of Company or Affiliated Company employment) in which you had at least 1,000 Hours of Service with the Company or an Affiliated Company. Contact the HR Employee Service Center with any questions about your Years of Vesting Service. C. Hour of Service In general, you are credited with an “Hour of Service” for each hour for which you directly or indirectly receive, or are entitled to receive, payment for services by the Company and: (i) for Year of Vesting Service credit, payment by an Affiliated Company; and (ii) for Year of Benefit Service credit, payment by a Participating Employer. In general, you are credited with 45 Hours of Service for each week in which you complete at least one (1) Hour of Service. If you stopped working for the Company or an Affiliated Company and then were rehired (i.e., you had a “break in service”), contact the HR Employee Service Center with any questions about your Hours of Service before your break. III. Retirement Dates A. Normal Retirement Your “Normal Retirement Date” is the first day of the month coinciding with or next following the later of: (i) the date you reach age 65; or (ii) your fifth (5th) anniversary of Plan participation. B. Early Retirement Your “Early Retirement Date” is the first day of the month coinciding with or next following the date you have: (i) completed ten (10) Years of Vesting Service; (ii) attained age 55; and (iii) elected to begin receiving retirement benefit payments before your Normal Retirement Date. C. Late Retirement If you continue your employment with the Company or an Affiliated Company beyond your Normal Retirement Date, your “Late Retirement Date” is the first day of the month coinciding with or next following the date you then actually retire. VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 8 of 29 5 38216283v.8 IV. Amount of Retirement Benefit A. Normal Retirement Benefit In general, your “Normal Retirement Benefit” is determined by multiplying: (your Average Annual Compensation) x (1½%) x (your Years of Benefit Service) Your Normal Retirement Benefit (as determined under this formula) represents an annual amount payable to you monthly beginning at your Normal Retirement Date in the form of a Single Life Annuity as defined in Part VI (i.e., with no benefit payable after your death). Your benefit applying this formula (your “accrued benefit”) will differ depending upon the point in time when the calculation is made. The amount payable then also may be adjusted for considerations such as when payments begin as well as the form in which payment is made. Also, see Appendix B.1 for special offset and minimum annual benefit provisions applicable to certain participants not represented by a Collective Bargaining Unit. Contact the HR Employee Service Center if you a question about how the Normal Retirement Benefit that you have accrued is determined. B. Annual Compensation and Average Annual Compensation 1. Annual Compensation “Annual Compensation” means your regular base pay or base wages, including any amounts deferred on a pretax basis under a 401(k) plan or contributed to a “cafeteria plan” pursuant to a salary reduction agreement, but excluding overtime and vacation pay, fringe benefits, lump sum payments payable in lieu of base wage increases, bonuses and other incentive income, equity income, commissions, expense allowances, imputed income and any contributions under the Plan and under any other qualified employee benefit plan. In determining your Average Annual Compensation (see below) and your Normal Retirement Benefit, no Annual Compensation is taken into account if paid on or after the later of your (i) Specified Benefit Service Date; or (ii) your being credited with the maximum number of Years of Benefit Service for which you are eligible. Also, there is an Annual Compensation limit of $200,000 for plan years before January 1, 2002 in determining benefit accruals for plan years beginning after December 31, 2001. 2. Average Annual Compensation Your “Average Annual Compensation” means the average of your Annual Compensation during the highest consecutive sixty (60) months (or VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 9 of 29 6 38216283v.8 the actual number of months, if less) of the last one-hundred and twenty (120) consecutive months of your employment with the Company or a Participating Employer or, if earlier, when you attained your Specified Benefit Service Date. However, see Appendix B.1(e). for provisions that may apply if you were not represented by a Collective Bargaining Unit and attained your maximum Years of Benefit Service on or before December 31, 2012. 3. Example You retire at your Normal Retirement Date with an Average Annual Compensation of $55,000 and 35 Years of Benefit Service: Average Annual Compensation $55,000 $55,000 x 1½% $ 825 Multiplied by Years of Benefit Service x 35 Annual retirement benefit (Single Life Annuity) $28,875 Monthly retirement benefit ($28,875 ÷ 12) $ 2,406.25 4. Code Limits There are different limits under the Code that may apply in determining your Normal Retirement Benefit. For example, there is a limit on the Annual Compensation amount that can be used for a year to determine your Average Annual Compensation and also a limit on the maximum annual retirement benefit that the Plan can provide. Check with the HR Employee Service Center if you have any questions about the different IRS limits and if they apply to you. C. Early Retirement Benefit If you are eligible for (completed ten (10) Years of Vesting Service and attained age 55) and elect an Early Retirement Date, the Normal Retirement Benefit accrued by you is calculated. Then, 1. your accrued benefit is reduced in accordance with the adjustment found in Appendix A or A-1, as applicable, to account for commencement of benefit payment before your Normal Retirement Date. 2. however, if you were hired before October 1, 2001, or are a former Merged Plan participant (see Appendix B.2), have attained age 62 and completed twenty Years of Vesting Service, your accrued benefit is not reduced to account for benefit commencement before your Normal Retirement Date; and 3. in addition, see Appendix B.4 for certain participants hired before a specified date and represented by specified Collective Bargaining Units who are eligible for an unreduced benefit if they have attained age 60 with 30 Years of Vesting Service. VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 10 of 29 7 38216283v.8 The amount payable to you at your Early Retirement Date, as determined above is subject to further adjustment depending upon the form of benefit payment. Early retirement benefits are payable as of the first day of the month following your Early Retirement Date. To elect an Early Retirement Date, you need to properly complete and submit the appropriate forms (with your spouse’s consent if married) at least ninety (90) days in advance of your anticipated Early Retirement Date. The forms can be obtained from the HR Employee Service Center. D. Late Retirement Benefit If you continue to be employed by the Company or an Affiliated Company past your Normal Retirement Date, you do not begin to receive payment of your retirement benefit until your Late Retirement Date. Your benefit on your Late Retirement Date is determined by applying the same formula as would be used in determining a Normal Retirement Benefit but calculated as of the date you actually retired. That amount is subject to further adjustment for the form of benefit payment. As you continued to be an employee during the period between your Normal and Late Retirement Dates, no Plan benefit payments are made during this period i.e., benefit payments are suspended. You will receive a notice informing you of that suspension. E. Vested Termination If you were vested and terminated employment with the Company or an Affiliated Company before age 55: 1. after completing at least five (5) but less than ten (10) Years of Vesting Service; You will begin receiving your Plan benefit when you reach your Normal Retirement Date. 2. after completing at least ten (10) Years of Vesting Service. You may elect to begin receiving your benefit after attaining age 55 but not later than your Normal Retirement Date. The amount payable to you is determined by first calculating your Normal Retirement Benefit (i.e., your accrued benefit as of your termination date). That amount then is subject to adjustment to take into account: (i) payment before age 65 (in accordance with the applicable Appendix); and (ii) your form of benefit payment. V. When Your Retirement Benefit Is Paid Your monthly payments will begin as of your Early, Normal or Late Retirement Date. VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 11 of 29 8 38216283v.8 VI. How Your Retirement Benefit Is Paid A. Forms of Payment Benefits under the Plan are payable in different forms: 1. “Single Life Annuity”: a monthly benefit payable to you for life; with no continuing benefit payable to anyone after your death. If you are not married, your normal form of benefit payment will be a Single Life Annuity, but you may elect, see below, a Life Annuity with a Period Certain. 2. “Joint and Surviving Spouse Annuity”: a monthly benefit payable to you for life, followed by a monthly benefit payable for life to your surviving spouse equal to 50%, 66⅔%, 75% or 100% (based on your election) of the benefit you were receiving before your death. Because this benefit may be payable during two lives, monthly payments are less than the monthly payments that would be made in a Single Life Annuity form. The amount of the reduction will depend on the percentage elected to be paid to your surviving spouse (i.e., 50%, 66⅔%, 75% or 100%) and you and your spouse’s age when benefit payments begin. If you are married, your normal form of benefit payment will be a Joint and 50% Surviving Spouse Annuity, but you may elect a Joint and Surviving Spouse Annuity with a different percentage, a Single Life Annuity or a Life Annuity with a Period Certain, with your spouse’s written and notarized consent. 3. “Life Annuity with a Period Certain”: a reduced monthly benefit payable to you for life but if you die before receiving benefit payments for the ten or fifteen year period you elected (with a 20 year period also available if you participated in the United Water New York Inc. Retirement Plan-Bargaining Unit), the same monthly payment will be made to your designated beneficiary for the remainder of the applicable period. No beneficiary payments are made if you die after receiving payments for the applicable period certain. 4. Payment of Retirement Benefit With a Present Value of Less than $5,000: if at your annuity starting date, the present value of your retirement benefit is less than $5,000 when you terminate employment or retire, some special rules apply:  If the present actuarial value of your Normal Retirement Benefit is less than or equal to $1,000, this present value will automatically be paid to you in cash, in a single lump sum, following your retirement or termination of employment. VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 12 of 29 9 38216283v.8  If (i) the present value of your Normal Retirement Benefit is greater than $1,000, but less than $5,000; and (ii) you do not timely elect to have your retirement benefit rolled over directly to another eligible retirement plan or paid to you in a single lump sum; then (iii) your retirement benefit will automatically be paid to an individual retirement account or an annuity designated by the Plan Administrator following your retirement or termination of employment. B. Election of Form of Payment You can elect your form of benefit payment by properly completing (including written spousal consent, if applicable) and submitting the benefit payment election form available from the Plan Administrator. If you do not make an election (and the value of your benefit is $5,000 or more), payment will be made in the normal form described above (i.e., a Single Life Annuity) if you are not married and a Joint and 50% Surviving Spouse Annuity if you are married). If required by a court ordered QDRO, as described in Section XI, benefits otherwise payable in accordance with your election will be paid in accordance with the QDRO. VII. Death Benefit Not Married: If you are not married, in general there is no benefit payable by the Plan in the event of your death before your Early, Normal or Late Retirement Date. However, see Appendix B.3 for a description of the death benefit that may be applicable to an unmarried participant who participated in the United Water New Jersey Inc. Employees Retirement Plan-Bargaining Unit. Married: If you are a married participant who is vested, and who dies before what would have been your Early, Normal or Late Retirement Date, your surviving spouse is eligible to receive a spousal death benefit. That spousal benefit, see below, is subject to adjustment as applicable, for payment beginning before age 65 (i.e., under the applicable Appendix) and for the spousal annuity form of payment. The example below illustrates these calculations. A. If you die after your Earliest Retirement Age If your death occurs after the earliest date on which you could have elected to receive retirement benefits (“Earliest Retirement Age”), the benefit then payable to your surviving spouse will be the amount that would have been payable as a survivor annuity assuming that you had retired on the day before you died with your benefit payable in the form of: (i) a Joint and 100% Surviving Spouse Annuity if you die while still employed with the Company or an Affiliated Company; or (ii) a Joint and 50% Surviving Spouse Annuity if you die after terminating employment with the Company or an Affiliated Company. VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 13 of 29 10 38216283v.8 B. If you die on or before what would have been your Earliest Retirement Age If your death occurs on or before what would have been your Earliest Retirement Age, the benefit payable to your spouse will be the amount that would be payable as a survivor annuity had you: (i) terminated employment with the Company or an Affiliated Company on the earlier of your date of death or your date of termination of employment; (ii) survived to, and retired at, your Earliest Retirement Date with a benefit payable in the form of: (x) a Joint and 100% Surviving Spouse Annuity if you die while still employed with the Company or an Affiliated Company; or (y) a Joint and 50% Surviving Spouse Annuity if you die after terminating employment with the Company or an Affiliated Company; and then (iii) died on the day after you would have reached your Earliest Retirement Age. C. Commencement of Death Benefit Payments Payment of the death benefit to your spouse may commence as of the first day of the month following the date of death (at the election of the surviving spouse), but not before what would have been your Earliest Retirement Age. Your spouse has certain discretion to defer the commencement of benefit payments. No spousal death benefit will be payable if your spouse dies before the applicable benefit commencement date. D. Example Penelope Jones, hired before October 1, 2001, was age 57 years and 4 months at the time of her death during active employment. Penelope’s Average Annual Compensation is $55,000. She had 24 Years of Benefit Service at the time of death. Her surviving spouse (age 56 years) is entitled to a death benefit payable in the form of a Joint and 100% Surviving Spouse Annuity commencing the first of the month following her death, if so elected by the surviving spouse. Such death benefit will be adjusted in accordance with Appendix A because payment of the benefit commences before Penelope’s 65th birthday. The benefit is computed as follows: Average Annual Compensation $55,000 $55,000 x 1½% 825 Multiplied by Years of Benefit Service x 24 Annual Benefit Computed in the form of a Single Life Annuity $19,800 Reduction in the form of a Joint and 100% Surviving Spouse Annuity ($19,800 x .8606) $ 17,040 Adjustment under Appendix A for payment before Participant’s 65th birthday ($17,040 x .8767) $ 14,939 Monthly death benefit ($14,939 ÷ 12) $1,244.92 VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 14 of 29 11 38216283v.8 VIII. Disability Retirement Benefit A. Total and Permanent Disability The Plan may provide a disability benefit if you are: (i) credited with ten (10) or more Years of Vesting Service; and (ii) determined to be totally and permanently disabled - i.e., no longer able to perform your job in a satisfactory manner due to total and permanent physical or mental disability. The determination of total and permanent disability is made by the Plan Administrator, including requiring such medical examinations as it determines. The benefit payable is equal to the Normal Retirement Benefit accrued by you at the time you became totally and permanently disabled, with no reduction for payment commencing before attaining age 65. B. Partial Disability The Plan may provide a partial disability benefit if you: (i) were covered by the United Water New York Inc. Employees Retirement Plan - Bargaining Unit; (ii) not eligible for an Early or Normal Retirement Date; and (iii) determined to be partially disabled. The benefit payable is equal to the Normal Retirement Benefit credited to you at the time you became partially disabled, with a reduction for payment commencing before attaining age 65 in accordance with Appendix A-2. You are considered partially disabled if you no longer can perform your job in a satisfactory manner due to a physical or mental disability; or cannot meet the standards uniformly applicable to employees and no other available work is available that you are both qualified for and able to perform. The determination of partial disability is made by the Plan Administrator, including requiring such medical examinations as it determines. IX. Top-Heavy Plan A top-heavy plan is one in which the value of accrued benefits for certain officers of the Company and Participating Employers exceeds sixty percent (60%) of the value of benefits accrued for all Plan participants. If the Plan were top-heavy, a different vesting schedule might apply and/or a minimum benefit might need to be credited to participants who are not represented in collective bargaining. The Plan is not top- heavy at this time and is not expected to be top-heavy in the future. X. No Right to Employment Participation in the Plan is not a contract for, or a guarantee of, present or continued employment with the Company or any Affiliated Company. XI. Qualified Domestic Relations Order Federal law prohibits assignment or attachment of your benefits from the Plan except under a qualified domestic relations order (“QDRO”). A QDRO is a court order, VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 15 of 29 12 38216283v.8 issued in connection with a divorce or family support proceeding, which directs the Plan to pay benefits to someone other than you (e.g., your spouse, former spouse, child or other dependent). The Plan must obey these court orders, and any such payment will not violate the rule of non-assignability of benefits. You will be notified if the Plan receives notice of a domestic relations order that may affect your benefits. You are entitled to receive, at no charge, a copy of the Plan’s procedure governing QDRO determinations by contacting the Plan Administrator. XII. Military Service Benefits and service credits with respect to “qualified military service” will be provided in accordance with applicable law. This applies if you take leave because of service with the U.S. armed forces and have reemployment rights under the Uniformed Services Employment and Reemployment Rights Act. You may be entitled to applicable benefits pursuant to the Plan for the time you spent in qualified military service provided you meet the requirements of this law, including notice to the Company or Affiliated Company, and return to employment within the time prescribed by law. XIII. Plan Amendment or Termination The Company reserves the right to amend in whole or in part, or to terminate, the Plan at any time, in accordance with applicable law. Should the Company terminate the Plan, you are fully vested in benefits accrued under the Plan to that point. Upon termination of the Plan, no Plan assets may revert to the Company or a Participating Employer before the satisfaction of all Plan liabilities. Benefits under this Plan are insured by the Pension Benefit Guaranty Corporation (“PBGC”) if the Plan terminates. Generally, the PBGC guarantees most vested normal retirement age benefits, early retirement benefits, disability benefits if you become disabled before the Plan terminates, and survivor’s pensions. However, the PBGC does not guarantee all types of benefits under covered plans, and the amount of benefit protection is subject to certain limits. The PBGC guarantee applies to vested benefits at the level in effect on the date of the Plan’s termination. However, if benefits have been increased within the five (5) years before the Plan terminates, the whole amount of the benefit increase may not be guaranteed. In addition, there is a ceiling on the amount of monthly benefits that the PBGC guarantees, which is adjusted periodically. For more information on the PBGC insurance protection and its limitations, ask your Plan Administrator or the PBGC. Inquiries to the PBGC should be addressed to the: Coverage and Inquiries Division Pension Benefit Guaranty Corporation 2020 K Street, NW VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 16 of 29 13 38216283v.8 Washington, DC 20006 The PBGC Coverage and Inquiries Division may also be reached by calling (202) 326-4000. Additional information about the PBGC’s pension insurance program is available through the PBGC’s website at www.pbgc.gov. XIV. Claims Procedure A. Submission of Claim for Plan Benefits If you think an error has been made in determining your benefits, you or your beneficiaries may make a claim for any Plan benefits to which you believe you are entitled. Any such claim should be in writing and should be made to the Senior Vice President of Human Resources of the Company (the “Senior VP of HR”). If the Senior VP of HR determines the claim is valid, you will receive a statement describing the amount of benefit, the method or methods of payment, the timing of distributions and other information relevant to the payment of the benefit. B. Denial of Benefits If your claim is wholly or partially denied, the Senior VP of HR will provide you with written or electronic notification of the Plan’s adverse determination. This written or electronic notification must be provided to you within a reasonable period of time, but not later than 90 days after the receipt of your claim by the Senior VP of HR, unless the Senior VP of HR determines that special circumstances require an extension of time for processing your claim. If the Senior VP of HR determines that an extension of time for processing is required, written notice of the extension will be furnished to you before the termination of the initial 90-day period. In no event will such extension exceed a period of 90 days from the end of the initial period. The extension notice will indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the benefit determination. The Senior VP of HR’s written or electronic notification of any adverse benefit determination must contain the following information: 1. The specific reason or reasons for the adverse determination. 2. Reference to the specific Plan provisions on which the determination is based. 3. A description of any additional material or information necessary for you to perfect the claim and an explanation of why such material or information is necessary. 4. Appropriate information including timeframes as to the steps to be taken if you or your beneficiary wants to submit your claim for review. VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 17 of 29 14 38216283v.8 5. A statement that you have a right to bring a civil suit under Section 502(a) of the Employee Retirement Income Security Act of 1974 (“ERISA”). If your claim has been denied, you have the right to request a review by the Benefits Committee of the decision denying the claim. If you want to submit your claim for review, you must follow the Claims Review Procedure described below. C. Claims Review Procedure Upon the denial of your claim for benefits, you may file your request for review, in writing, with the Benefits Committee. YOU MUST FILE YOUR REQUEST FOR REVIEW NO LATER THAN 60 DAYS AFTER YOU HAVE RECEIVED WRITTEN OR ELECTRONIC NOTIFICATION OF AN ADVERSE BENEFIT DETERMINATION. You may submit written comments, documents, records, and other information relating to your claim for benefits. You will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits. Your request for review must be given a full and fair consideration. This review will take into account all comments, documents, records, and other information submitted by you relating to your claim, without regard to whether such information was submitted or considered in the initial determination. The Benefits Committee will provide you with written or electronic notification of the Plan’s benefit determination on review. The Benefits Committee must provide you with this notification within 60 days after the Benefits Committee’s receipt of your written request for review, unless the Benefits Committee determines that special circumstances require an extension of time for processing your request. If the Benefits Committee determines that an extension of time for processing is required, written notice of the extension will be furnished to you before the termination of the initial 60-day period. In no event will such extension exceed a period of 60 days from the end of the initial period. The extension notice will indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the determination on review. In the case of an adverse determination on review, the notification will explain: 1. The specific reason of reasons for the adverse determination. 2. Reference to the specific Plan provisions on which the determination is based. 3. A statement that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits. VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 18 of 29 15 38216283v.8 4. A statement that you have a right to bring a civil suit under Section 502(a) of ERISA. If your claim for benefits is denied and you receive an adverse determination upon review, in whole or in part, you may file suit in a state or Federal court, provided you have complied with all the rules of the Claims Review Procedure. D. Disability Claims The time schedules that apply to disability claims differ from those that apply to other claims. The Senior VP of HR must notify you of a denial of benefits within 45 days of receiving your claim in the manner provided above with respect to other claims. This period may be extended twice for an additional 30 days each time, provided you are notified as provided above. You will have 45 days to provide any information requested. If your claim is then denied you will have 180 days to request a review. The Benefits Committee must provide you with the same information as provided for all other claims, but he must also provide the internal criterion, guideline or rule that was relied on or a statement that you may request such internal rule etc. free of charge. The Benefits Committee will notify you not later than 45 days after receipt of your request for a review. This 45-day period may be extended for an additional 45 days if special circumstances require the extension. The above is only a summary of the disability claims procedure. If your disability claim is denied, you have a right to request a copy free of charge of the Plan’s disability claims procedure. E. Civil Actions You must fully exercise all claim and appeal rights provided herein before bringing a civil action under ERISA Section 502(a) to recover benefits due to you under the terms of the Plan, to enforce your rights under the terms of the Plan or to clarify your rights to future benefits under the terms of the Plan. Furthermore, you may not bring any court action seeking review of an appeal denial later than one (1) year after you have exhausted all your claim and appeal rights explained above. All actions or litigation arising out of or relating to the Plan must be commenced and prosecuted in the federal district court whose jurisdiction includes Paramus, New Jersey. As a condition to participation in this Plan, you (or any other person whose claim relates to participation in the Plan) is deemed to have consented to the personal jurisdiction over you of that federal district court in respect of any such actions or litigation, and you (or any other person whose claim relates to participation in the Plan) also are deemed to have consented to service of process with respect to any such actions or litigation by registered mail, return receipt requested, or by any other means permitted by rule or law. VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 19 of 29 16 38216283v.8 XV. ERISA Rights As a participant in a plan that is subject to the provisions of ERISA, you are entitled to certain rights and protections. Under ERISA, all Plan participants are entitled to:  Examine, without charge, copies of all documents governing the Plan including collective bargaining agreements and a copy of the latest annual report (Form 5500 Series) filed by the Plan Administrator with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. These documents are available at the Plan Administrator’s office.  Receive copies of documents governing the operation of the Plan including collective bargaining agreements, copies of the latest annual report (Form 5500 Series) and updated Summary Plan Description by writing to the Plan Administrator. The Plan Administrator may make a reasonable charge for the copies.  Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report each year.  Get a statement at least once a year notifying you of the total benefits that you have accumulated under the Plan, and whether you have a right to receive a pension at normal retirement (age 65 or the fifth anniversary of participation, if later) and if so, what your benefits would be at normal retirement age if you stop working now. If you do not have a right to a pension, the statement will tell you how many more years you have to work to get a vested right. In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan -- called “fiduciaries” -- have a duty to do so prudently, in your interest and that of other Plan participants and beneficiaries. No one may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA. If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, you can take steps to enforce your rights. For instance, if you request a copy of Plan documents or the latest annual report from the Plan Administrator and do not receive them within 30 days, you may file suit in federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 20 of 29 17 38216283v.8 you up to $110 a day until you receive the materials, unless the materials were not sent because of a reason beyond the control of the Plan Administrator. If your claim for benefits is denied or ignored, in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit in a federal court. If you believe Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor. The court may also decide who should pay court costs and legal fees. If your suit is successful, the court may order the person you have sued to pay these costs and fees. If your suit is not successful, the court may order you to pay these costs and fees -- for example, if it finds your claim is frivolous. If you have any questions about the Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, you should contact the nearest area office of the Employee Benefits Security Administration, U.S. Department of Labor, which is listed in your telephone directory, or write to: Division of Technical Assistance and Inquiries Employee Benefits Security Administration U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, D.C. 20210 You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 21 of 29 18 38216283v.8 PART TWO: IMPORTANT ADMINISTRATIVE INFORMATION I. Who Administers the Plan The Company is the “Plan Administrator” and the Company’s Human Resources Department is responsible for managing the day to day operation and administration of the Plan. The “Benefits Committee” established pursuant to the Plan is responsible for the interpretation of the Plan, the appeal of claim denials and for discretionary decisions about the application of its provisions. The Benefits Committee’s decisions and actions shall be final, conclusive and binding on all persons unless such determination or action is held to be “arbitrary and capricious” by an appropriate court of law. The name, address and telephone number of the Plan Administrator and of the Benefits Committee are: SUEZ Water Resources Inc. 461 From Road Paramus, New Jersey 07652 Tel: (201) 767-9300 II. Other Important Plan Information Plan Sponsor: The Plan is sponsored by SUEZ Water Resources Inc. EIN: 71-0005226 Address: 461 From Road Paramus, New Jersey 07652 Plan Identification Number: 002 Plan Trustee: Wells Fargo Bank, N.A. 733 Marquette Avenue Minneapolis, MN 55479 Agent for Service of Legal Process: Senior Vice President, Human Resources SUEZ Water Resources Inc. 461 From Road Paramus, New Jersey 07652 Service of legal process may also be made upon the Plan Trustee. VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 22 of 29 19 38216283v.8 Type of Plan and Contributions: The Plan is a “defined benefit pension plan.” The Company and other Participating Employers pay the entire cost of the benefit provided under the Plan. The amounts the Company and other Participating Employers must contribute to the Plan are determined by the Plan actuary. Participants make no contributions at all. Plan Year: January 1 - December 31. VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 23 of 29 Appendix A 20 38216283v.8 Appendix A Early Retirement Reduction Factors 1. For Early Retirement at age 55 or older with 10 or more Years of Vesting Service – Hired before October 1, 2001* 2. For Death Benefit for a married Participant who dies with 10 or more Years of Vesting Service – Hired Before October 1, 2001* 3. For a Merged Plan Participant (See Appendix B.2) Years Months 55 56 57 58 59 60 61 62 63 64 0 1 2 83.00% 83.17% 83.33% 85.00% 85.17% 85.33% 87.00% 87.17% 87.33% 89.00% 89.17% 89.33% 91.00% 91.17% 91.33% 93.00% 93.17% 93.33% 95.00% 95.17% 95.33% 97.00% 97.09% 97.17% 98.00% 98.09% 98.17% 99.00% 99.09% 99.17% 3 4 5 83.50% 83.67% 83.83% 85.50% 85.67% 85.83% 87.50% 87.67% 87.83% 89.50% 89.67% 89.83% 91.50% 91.67% 91.83% 93.50% 93.67% 93.83% 95.50% 95.67% 95.83% 97.25% 97.34% 97.42% 98.25% 98.34% 98.42% 99.25% 99.34% 99.42% 6 7 8 84.00% 84.17% 84.33% 86.00% 86.17% 86.33% 88.00% 88.17% 88.33% 90.00% 90.17% 90.33% 92.00% 92.17% 92.33% 94.00% 94.17% 94.33% 96.00% 96.17% 96.33% 97.50% 97.59% 97.67% 98.50% 98.59% 98.67% 99.50% 99.59% 99.67% 9 10 11 84.50% 84.67% 84.83% 86.50% 86.67% 86.83% 88.50% 88.67% 88.83% 90.50% 90.67% 90.83% 92.50% 92.67% 92.83% 94.50% 94.67% 94.83% 96.50% 96.67% 96.83% 97.75% 97.83% 97.92% 98.75% 98.83% 98.92% 99.75% 99.83% 99.92% *For participants who terminated employment prior to July 1, 1998, other factors may apply. VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 24 of 29 Appendix A-1 21 38216283v.8 Appendix A-1 Early Retirement Reduction Factors* 1. For Early Retirement at age 55 or Older with 10 or more Years of Vesting Services – Hired on or after October 1, 2001 2. For Death Benefit for Married Participant who dies with 10 or more Years of Vesting Service – Hired on or after October 1, 2001 Years Months 55 56 57 58 59 60 61 62 63 64 0 1 2 3 4 5 6 7 8 9 10 11 34.41% 34.67% 34.95% 35.23% 35.51% 35.79% 36.09% 36.38% 36.68% 36.99% 37.30% 37.62% 37.94% 38.24% 38.55% 38.86% 39.17% 39.50% 39.82% 40.15% 40.49% 40.84% 41.19% 41.54% 41.90% 42.24% 42.59% 42.94% 43.29% 43.65% 44.02% 44.40% 44.78% 45.16% 45.56% 45.96% 46.36% 46.75% 47.13% 47.53% 47.93% 48.34% 48.75% 49.17% 49.60% 50.04% 50.48% 50.94% 51.40% 51.83% 52.27% 52.71% 53.17% 53.63% 54.10% 54.57% 55.06% 55.55% 56.06% 56.57% 57.09% 57.58% 58.08% 58.58% 59.09% 59.62% 60.15% 60.69% 61.24% 61.80% 62.38% 62.96% 63.55% 64.11% 64.67% 65.24% 65.83% 66.42% 67.03% 67.64% 68.27% 68.91% 69.56% 70.23% 70.91% 71.54% 72.18% 72.83% 73.50% 74.18% 74.87% 75.58% 76.29% 77.02% 77.77% 78.53% 79.31% 80.03% 80.76% 81.51% 82.27% 83.05% 83.84% 84.65% 85.47% 86.31% 87.17% 88.04% 88.93% 89.76% 90.61% 91.46% 92.34% 93.23% 94.14% 95.07% 96.02% 96.98% 97.97% 98.97% *Not applicable to a Merged Plan participant (see Appendix B.2(b)). VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 25 of 29 Appendix A-2 22 38216283v.8 Appendix A-2 Early Retirement Reduction Factors 1. For Participants Eligible for a Partial Disability Benefit* 2. For Death Benefits for Vested Married Participants Hired Prior to October 1, 2001 with Less than 10 Years of Vesting Service 3. For Death Benefit for Vested Merged Plan Participants (see Appendix B.2) with less than 10 Years of Vesting Service. Years Months 55 56 57 58 59 60 61 62 63 64 0 1 2 73.00% 73.25% 73.50% 76.00% 76.25% 76.50% 79.00% 79.25% 79.50% 82.00% 82.25% 82.50% 85.00% 85.25% 85.50% 88.00% 88.25% 88.50% 91.00% 91.25% 91.50% 94.00% 94.17% 94.33% 96.00% 96.17% 97.33% 98.00% 98.17% 98.33% 3 4 5 73.75% 74.00% 74.25% 76.75% 77.00% 77.25% 79.75% 80.00% 80.25% 82.75% 83.00% 83.25% 85.75% 86.00% 86.25% 88.75% 88.00% 89.25% 91.75% 92.00% 92.25% 94.50% 94.67% 94.83% 96.50% 96.67% 96.83% 98.50% 98.67% 98.83% 6 7 8 74.50% 74.75% 75.00% 77.50% 74.75% 78.00% 80.50% 80.75% 81.00% 83.50% 83.75% 84.00% 86.50% 86.75% 87.00% 89.50% 89.75% 90.00% 92.50% 92.75% 93.00% 95.00% 95.17% 95.33% 97.00% 97.17% 97.33% 99.00% 99.17% 99.33% 9 10 11 75.25% 75.50% 75.75% 78.25% 78.50% 78.75% 81.25% 81.50% 81.75% 84.25% 84.50% 84.75% 87.25% 87.50% 87.75% 90.25% 90.50% 90.75% 93.25% 93.50% 93.75% 95.50% 95.67% 95.83% 97.50% 97.67% 97.83% 99.50% 99.67% 99.83% * A reduction of .25% per month during the period preceding age 55 applies to Participants who are eligible for partial disability. VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 26 of 29 Appendix B 23 38216283v.8 Appendix B Special Provisions 1. Not Represented by a Collective Bargaining Unit (a) Offset for Accruals Under the United Water Services LLC Pension Plan If you participated in what was then called the United Water Services LLC Pension Plan (“UWS Plan”) and transferred employment from what then was called United Waters Services LLC to United Water Management and Services Inc. on January 1, 1998: Your Normal Retirement Date will be equal to the greater of: (i) the benefit computed using the formula provided in this Plan (including Years of Benefit Service credited pursuant to the UWS Plan) offset by the actuarial equivalent value (expressed as a single life annuity) of any benefits you accrued under the UWS Plan payable in a lump sum; or (ii) the Normal Retirement Benefit computed using the formula provided in this Plan without regard to any Years of Benefit Service credited with respect to the UWS Plan prior to January 1, 1998. (b) Offset for former Participants in the Thrift Plan of Hackensack Water Company and Spring Valley Water Company Incorporated (and later the Employees of Thrift Plan of United Water New Jersey, Inc.) If you had participated in any of the above named thrift plans but did not participate in this Plan because your employer did not adopt this Plan, your annual Normal Retirement Benefit will be computed in accordance with this Plan but offset by the actuarial equivalent annuity - commencing on the earlier of: (i) the date you actually receive benefits or the first day of the month following the date you reach your Earliest Retirement Date, or (ii) your Normal Retirement Date - attributable to the actual 401(k) match in excess of 50% with actual earnings under the above plans during the period of ineligibility, plus earnings of 8.5% after your entry into the Plan. In no event will this offset reduce the retirement benefit you earned after you began participating in this Plan. (c) Minimum Annual Benefit - United Water Management and Services Inc. 1999-2009; If you were an employee of United Water Management and Services Inc. or United Waterworks Inc. on or after December 1, 1999 and on or before December 31, 2009, the minimum annual benefit, expressed in the form of a single life annuity payable to you at your Normal Retirement Date, is $3,750. VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 27 of 29 Appendix B 24 38216283v.8 (d) Transfer from United Water Services LLC If you transferred employment directly from United Water Services LLC your benefit under the United Water LLC Pension Plan will be credited to you for employment before the your date of transfer and after that date you will be credited with benefits under this plan. (e) Attainment of Maximum Years of Benefit Service on or before December 31, 2012 - Average Annual Compensation If you attained the maximum 35 Years of Benefit Service on or before December 31, 2012 and were not covered by a collective bargaining agreement:  if attainment of the maximum 35 Years of Benefit Service occurred on or before January 1, 2012, Average Annual Compensation will be based on the most recent rate of Annual Compensation before attainment of such maximum; and  if attainment of such maximum occurred on or after January 2, 2012, and on or before December 31, 2012, Average Annual Compensation will be determined based on the participant’s average Annual Compensation for the highest consecutive sixty (60) months of the last one-hundred and twenty (120) consecutive months of employment but taking into account Annual Compensation during 2010 rather than that for the fifth (5th) most recent 12-month period. 2. “Merged Plans” (i) United Water of New Jersey Inc. Employees Retirement Plan-Bargaining Unit; (ii) United Water New York Inc. Employees Retirement Plan - Bargaining Unit; and (iii) United Waterworks Inc. Employees Retirement Plan - Bargaining Unit (a) If you had participated in one of the above plans (“Merged Plans”) and were actively employed by United Water New Jersey Inc. on March 1, 2006, or United Water New York Inc. on May 31, 2006, your Normal Retirement Benefit was increased by one-twelfth of the product of .5% times your Annual Compensation for each year of Benefit Service during the period beginning January 1, 2001 and ending December 31, 2005. Upon an Early Retirement Date, no reduction on account of early retirement will be made to this increased amount of your Normal Retirement Benefit. (b) If you had participated in a Merged Plan and you elect an Early Retirement Date: (i) the early retirement reduction factor in Appendix A will be applied; except that (b) there will be no reduction on account of benefit payment beginning before your Normal Retirement Benefit if you completed 20 Years of Vesting Service and attained age 62. Also, if you are married, vested and die with less than 10 years of Vesting Service, the death benefit reduction on account of payment before age 65 will be determined under Appendix A-2. VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 28 of 29 Appendix B 25 38216283v.8 3. Death Benefit To Beneficiary of Unmarried Participant: United Water New Jersey Inc. Employees Retirement Plan-Bargaining Unit. A death benefit is payable to the beneficiary of a deceased unmarried Participant who had: (i) participated in the United Water New Jersey Inc. Employees Retirement Plan-Bargaining Unit; and (ii) been credited with fifteen (15) or more Years of Vesting Service. This benefit will be payable on the first of the month following the Participant’s death in an amount equal to what the beneficiary would have received had Participant begun receiving a Life Annuity with Fifteen Years Certain immediately prior to the date of the Participant’s death. If payment commences before the Participant’s 65th birthday, the benefit will be actuarially reduced in accordance with the reduction table in Appendix A. If the death benefits commence before the Participant’s 55th birthday, the death benefit is computed as if the Participant had reached age 55. There is no actuarial reduction if the Participant had completed at least twenty (20) Years of Vesting Service at the time of death on or after the Participant’s 62nd birthday. 4. No Early Retirement Reduction: Hired by Specified Date, Represented by Certain Collective Bargaining Units and Attained Age 60 with 30 Years of Vesting Service If represented by one of the following Collective Bargaining Units, and hired before the date specified below, you are entitled to an unreduced benefit on account of an Early Retirement Date after attaining age 60 with 30 Years of Vesting Service. Collective Bargaining Unit Hire Date 1. Utility Workers Union of America, Local 375, Jersey City, NJ On or prior to December 31, 2006 2. International Brotherhood of Electrical Workers, Local 363, New York On or prior to August 27, 2007 3. Utility Workers Union of America, Local 1-2, New Rochelle, NY On or prior to December 31, 2009 VEO-W-22-02 IPUC DR 21 Attachment 1 Retirement Plan Page 29 of 29 SUEZ Water Resources Inc. 401(k) Plan (As in effect as of January 1, 2017) SUMMARY PLAN DESCRIPTION VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 1 of 33 ABOUT THIS SUMMARY ......................................................................................................... 1 HOW THIS SUMMARY IS ORGANIZED ............................................................................... 1 TERMS YOU SHOULD KNOW ................................................................................................ 2 Account ....................................................................................................................................... 2 Affiliated Employer .................................................................................................................... 2 Beneficiary .................................................................................................................................. 2 Code ............................................................................................................................................ 2 Committee ................................................................................................................................... 2 Company ..................................................................................................................................... 2 Compensation ............................................................................................................................. 2 Disabled ...................................................................................................................................... 2 Employer ..................................................................................................................................... 3 Year of Service ........................................................................................................................... 3 ELIGIBILITY ............................................................................................................................... 3 Who Is Eligible ........................................................................................................................... 3 PARTICIPATION ........................................................................................................................ 3 When Participation Begins ......................................................................................................... 3 Decisions to Make About Enrolling ........................................................................................... 3 Naming a Beneficiary ................................................................................................................. 4 How the Plan Works ................................................................................................................... 4 It Pays to Participate and to Start Early ...................................................................................... 4 CONTRIBUTIONS....................................................................................................................... 5 Before-Tax Contributions ........................................................................................................... 5 Catch-Up Contributions .............................................................................................................. 6 After-Tax Contributions ............................................................................................................. 6 How to Change Your Before-Tax and/or After-Tax Contribution Percentage........................... 6 Savers Credit ............................................................................................................................... 7 Employer Contributions .............................................................................................................. 7 Rollover Contributions ............................................................................................................... 7 CODE LIMITATIONS ................................................................................................................ 7 Dollar Limits ............................................................................................................................... 7 Other Code Limits ...................................................................................................................... 8 VESTING....................................................................................................................................... 9 VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 2 of 33 FORFEITURES ............................................................................................................................ 9 INVESTMENTS ........................................................................................................................... 9 Participant Directed Investments ................................................................................................ 9 Important Note About Investing ................................................................................................. 9 How to Track Your Investment ................................................................................................ 10 How to Redirect Investment of Your Future Contributions ..................................................... 10 How to Transfer Your Existing Investment Fund Balances ..................................................... 11 LOAN PROVISIONS ................................................................................................................. 11 How to Apply for a Loan .......................................................................................................... 11 Loan Conditions ........................................................................................................................ 11 Repaying Your Loan ................................................................................................................. 11 Loan Default ............................................................................................................................. 12 WITHDRAWALS ....................................................................................................................... 12 Hardship Withdrawals .............................................................................................................. 12 In-Service Withdrawals After Age 59½ ................................................................................... 13 In-Service Withdrawals Before Age 59½ ................................................................................. 13 Disability Withdrawals ............................................................................................................. 13 RECEIVING BENEFITS ........................................................................................................... 14 Account Distributions ............................................................................................................... 14 When You Are No Longer an Employee of Your Employer or an Affiliated Employer ......... 14 How Your Account Balance Is Paid ......................................................................................... 14 Rollover .................................................................................................................................... 14 Payment of Small Amounts ...................................................................................................... 15 If You Die Before Distribution ................................................................................................. 15 Benefits May Not Be Transferred ............................................................................................. 16 Plan Not Eligible for PBGC Insurance ..................................................................................... 16 IMPORTANT TAX INFORMATION ..................................................................................... 16 CLAIMS PROCEDURES .......................................................................................................... 17 How to File a Claim .................................................................................................................. 17 If Your Claim is Denied ............................................................................................................ 17 Your Right to Appeal ................................................................................................................ 17 GENERAL PLAN INFORMATION ........................................................................................ 19 Plan Sponsor ............................................................................................................................. 19 VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 3 of 33 Plan Type .................................................................................................................................. 19 Plan Name ................................................................................................................................. 19 Plan Number ............................................................................................................................. 19 Plan Year ................................................................................................................................... 19 Employer Identification Number .............................................................................................. 19 Plan Administrator .................................................................................................................... 19 Agent for Service of Legal Process .......................................................................................... 20 Trustee ...................................................................................................................................... 20 Plan Funding ............................................................................................................................. 20 Plan Amendment and Termination ........................................................................................... 20 Important Note .......................................................................................................................... 20 YOUR RIGHTS UNDER ERISA .......................................................................................... 20 APPENDICES – Employer Contributions VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 4 of 33 ABOUT THIS SUMMARY This Summary Plan Description (“SPD”) highlights key features and provisions of the SUEZ Water Resources Inc. 401(k) Plan (the “Plan”), as amended and restated as of January 1, 2017, applicable to employees not covered by a collective bargaining agreement. Certain provisions may vary depending upon who is your employer and the location or business unit where you work. The Appendix attached to this summary applicable to your employer, location or business unit describes these provisions. Please read this summary carefully to gain an understanding of the benefits offered under the Plan. Certain Plan provisions vary depending upon your Employer and location. See the attached Appendix that is applicable to you. Remember: this summary is a general description of your benefits under the Plan, but does not include the complete details of the Plan. These are contained in the full Plan document. It is intended that the information in this summary be accurate; but, if there is a conflict or a difference between what is written here and the full Plan document, the full Plan document will govern. This summary is not a contract for, or a guarantee of, present or continued employment, and SUEZ Water Resources Inc. reserves the right to amend or terminate the Plan in accordance with applicable law. The different Internal Revenue Code dollar limits referred to in this Summary Plan Description are those in effect for 2017, and may be adjusted in future years. If you were a participant in the Plan and terminated your employment with the Company (or an affiliated company), any benefit you may be entitled to under the Plan will be determined based on the provisions of the Plan as in effect at the time of your termination of employment. If you have any questions about the information in this summary or about the terms of the Plan in effect before January 1, 2017, contact the HR Employee Service Center. HOW THIS SUMMARY IS ORGANIZED This summary is divided into three main parts: • Your Plan Benefits • Important Administrative Information • Employer Contribution Appendices VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 5 of 33 TERMS YOU SHOULD KNOW To understand the Plan and the information in this summary, you should understand the terms defined below. These terms are capitalized whenever they appear throughout this summary. Account This is the record maintained of the contributions credited to you and the gains or losses from the investment of these contributions. Separate records (sub-accounts) are maintained of the value of the amounts credited in your Account with respect to, as applicable, your before and after-tax contributions, rollovers or Employer contributions made on your behalf. Affiliated Employer This means a subsidiary of the Company, as well as its parent company and affiliates within the SUEZ group of companies under the Code to be considered as part of the same controlled group as the Company. Beneficiary The person, determined under the terms of the Plan, who will receive your Plan benefits in the event of your death. Code The Internal Revenue Code of 1986, as amended. Committee The Benefits Committee established, and whose members are appointed or removed by, the Company. Company SUEZ Water Resources, Inc. Compensation In general, Compensation means your wages from an Employer subject to income tax withholding (i) including any before-tax amounts you may contribute to an Employer’s cafeteria plan, medical plan or this Plan as well as any differential wage payments you receive while on military leave, but (ii) excluding overtime, bonuses, equity and other incentive income, premiums for group-term life insurance and severance. Disabled This means being entitled to disability benefits under the Employer’s long-term disability plan. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 6 of 33 Employer This means the Company, and any Affiliated Employer who has agreed to participate in the Plan on behalf of its eligible employees. Year of Service A period of 12 consecutive months during which you are employed by the Company or an Affiliated Employer, measured from your date of hire, or rehire. ELIGIBILITY Who Is Eligible In general, you are eligible to participate in the Plan if you are: (i) an employee of an Employer; and (ii) not covered by a collective bargaining agreement in which retirement benefits were the subject of good faith bargaining. If you are providing services to an Employer through another entity (e.g., you are a “leased” employee, or an independent contractor), you are not eligible to participate. If you are classified as an independent contractor or as a “leased employee” by an Employer but are later reclassified by the Internal Revenue Service (“IRS”) or any other government agency as an employee, you will be eligible to participate in the Plan on a prospective basis. PARTICIPATION When Participation Begins Your participation in the Plan with respect to before and/or after-tax contributions is voluntary. You may elect to contribute to the Plan when you first begin to work for an Employer. If you do not do so when you are first eligible, you later may elect to contribute. Your payroll deductions will begin as soon as administratively feasible after you sign up for the Plan by contacting Vanguard, the Plan’s recordkeeper and trustee. If you do not contribute to the Plan, you will become a participant in the Plan if you make a rollover into the Plan (see Rollover Amounts) or when an Employer makes a contribution to the Plan on your behalf (see Employer Contributions), whichever comes first. Decisions to Make About Enrolling When you enroll, you need to make the following decisions: • Determine the percentage of your Compensation to contribute to the Plan (see Contributions for more information). • Decide whether to make before or after-tax contributions to the Plan, or a combination of the two (see Contributions for more information). VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 7 of 33 • Choose how to invest your money among the Plan’s investment options (see Investments for more information); and • Name a Beneficiary. Naming a Beneficiary To name a Beneficiary, simply access the Vanguard website and register. If you are married, your spouse is automatically designated as your Beneficiary. If you would like to name someone other than your spouse as your Beneficiary, you need your spouse’s written, notarized consent. If you are not married, you can name anyone you wish as your Beneficiary. You can change your Beneficiary, at any time by accessing Vanguard’s website. However if you are married, you need your spouse’s written notarized consent to the change. If you are unmarried and do not have a Beneficiary designation in effect when you die, your designated Beneficiary will be your estate. How the Plan Works The Plan provides you with a way to save for your retirement. Here is an overview: • You can save by making: (i) before-tax contributions; or (ii) after-tax contributions; or (iii) a combination of the two (see Contributions for the rules and limits that apply to these contributions to the Plan). • Employer contributions, as described in the Appendix to this summary applicable to you, also are credited to your Account. • You can transfer, or rollover funds into the Plan from a prior employer’s eligible retirement plan, or from a rollover individual retirement account or annuity (“IRA”). • You can direct the investment of all contributions credited to your Account in any of the investment options provided under the Plan (see Investments for more information). • In general, your money remains in the Plan until you retire, die, or are no longer employed by an Employer or an Affiliated Employer. However, there are Plan provisions providing for loans and withdrawals under certain conditions. It Pays to Participate and to Start Early Participating in the Plan allows you to build up funds for your retirement. The earlier you begin to participate, the quicker you begin to accumulate funds for this purpose. For example, assume you are 30 years old, earn $45,000 a year and contribute 5% of your salary ($2,250) to the Plan in before-tax contributions. In this case, your taxable income for the year will be $42,750. If your $2,250 investment earns $112.50 (5%), that $112.50 is also tax-deferred. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 8 of 33 Time can make a big difference in the size of your Account. For example, you and Pat who is 40 years old, are both starting to save for retirement. Assuming you each contribute $2,250 per year to the Plan and that your money grows at a constant rate of 6% per year, here is how much money you will each have at age 65: You Pat 6% investment growth $388,207 $191,132 By starting earlier, you invested a total of 40% more money than Pat. With more money earning a 6% annual return each year, the total value of your Account at age 65 is more than double the value of Pat’s Account. Please note that this example does not take into account any Employer contributions, which will increase the total amount in your Account, and that a 6% investment return is a projection (results will vary based on actual investment experience). CONTRIBUTIONS Before-Tax Contributions You may contribute from 1% up to 50% (in one percent increments) of your Compensation in before-tax contributions: but the sum of your before and after-tax contributions may not exceed 50% of your Compensation. In addition, if you are a “highly compensated employee” (compensation of $120,000 or more in 2017 and indexed for later years), there is a 12% cap on your before-tax contributions. You will be advised if you are affected by this cap. There also is a dollar limit under the Code ($18,000 for 2017 and subject to adjustment in future years) on the maximum amount of before-tax contributions you can contribute to your Account for the year. These contributions are made through regular payroll deductions before federal income taxes and most state income taxes are withheld. Before-tax contributions allow you to defer taxes in two ways: • You get immediate tax savings by deferring taxes on the amount you contribute; and • You also defer taxes on investment earnings on the amounts in your Account. Keep in mind that you are postponing, not avoiding paying taxes. When you begin to withdraw your money from the Plan, usually at retirement, you will be required to report the tax-deferred amount for income tax purposes. Because you may be in a lower tax bracket when you retire, it is possible that the taxes you owe on this money will be less than if you paid taxes up front. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 9 of 33 Please note that while before-tax contributions reduce your current income taxes, they do not reduce the level of your other pay-related benefits, such as life insurance, disability insurance and retirement (pension) benefits. Your before-tax contributions also do not reduce your Social Security or Medicare tax withholding, or your Social Security benefits. Catch-Up Contributions If you are age 50 or older by the end of the calendar year, you may elect to make additional before-tax contributions of up to $6,000 in 2017 (“Catch-Up Contributions”) (subject to adjustment under the Code in future years for cost of living changes). To make Catch-Up Contributions, the following rules apply: • You must be age 50 on or prior to the last day of the calendar year to which the Catch-Up Contributions apply. • Catch-Up Contributions are made only on a before-tax basis and in specified dollar amounts. • You must reach the Code limit for before-tax contributions ($18,000 in 2017) without Catch-Up Contributions. • All Catch-Up Contributions are made through payroll deductions. • Catch-Up Contributions are not eligible for any Employer matching contributions. After-Tax Contributions You may contribute from 1% up to 50% (in one percent increments) of your Compensation in after-tax contributions; subject to the limit of 50% of Compensation for the sum of these contributions and before-tax contributions. After-tax contributions don’t reduce your current income taxes. However, the investment earnings on these amounts are tax-deferred. This means that when your after-tax contributions amount is distributed from the Plan, you must pay taxes on the investment earnings attributable to these after-tax contributions. The after-tax contributions themselves, are not subject to additional taxation upon distribution. With after-tax contributions, your money is more accessible. If you need money before you retire, you can withdraw some or all of your after-tax contributions. However, please remember that the main goal of the Plan is to help you build your retirement savings. How to Change Your Before-Tax and/or After-Tax Contribution Percentage You can increase or decrease the percentage or amount you contribute, or suspend contributions, to the Plan at any time. To change your contribution percentages, you must contact Vanguard. Changes will be processed as soon as administratively feasible. However, remember that these changes are subject to applicable Code limits and may, accordingly, be restricted. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 10 of 33 Savers Credit Depending on your adjusted gross income (“AGI”) level and your filing status (if with respect to the 2017 tax year it is less than: $31,000 if you are filing as single; $46,500 if you are filing as a head of household; or $62,000, if you are married filing jointly) you may be eligible for a tax credit of up to $1,000 on your federal income taxes equal to a percentage of your before-tax and after-tax contributions. A tax credit reduces the federal income tax you pay dollar-for-dollar. 2017 Saver’s Credit Married Filing Jointly Household Filers Percentage Credit AGI not more than $37,000 AGI not more than $27,750 AGI not more than $18,500 50% $1,000 $37,001 - $40,000 $27,751 - $30,000 $18,501 - $20,000 20% $400 $40,001 - $62,000 $30,001 - $46,500 $20,001 - $31,000 10% $200 more than $62,000 more than $46,500 more than $31,000 0% $0 Please consult your tax advisor for further information. The income levels for which the tax credit is available may be indexed for cost of living adjustments after 2017. Employer Contributions The Appendix to this summary applicable to you describe the Employer contributions that may be credited to your Account. Rollover Contributions If you participated in another employer’s eligible retirement plan, such as a previous employer’s 401(k) savings plan, or if you have an IRA that is eligible to be rolled over, you may rollover distributions from such plans or IRAs into your Account. A direct rollover into your Account is also possible. Please contact Vanguard. CODE LIMITATIONS Dollar Limits • Before-tax contributions As mentioned above, the Code imposes a dollar limit on the before-tax contributions you may direct to the Plan in a calendar year - $18,000 for 2017, subject to adjustment under the Code in future years for cost of living changes. This limit applies to all 401(k) plans VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 11 of 33 in which you may participate during a year. If you participate in more than one plan (for example, if you have changed employers during the year), you must monitor your before- tax contributions to make sure you don’t surpass the limit. If you exceed the limit for a calendar year, contact the HR Employee Service Center to request a refund of any before-tax contributions that are over the Code limit, and their earnings, before March 1 of the following year. • Catch-Up Contributions In 2017, Catch-Up Contributions are capped at $6,000, which amount also is subject to adjustment in future years. Catch-Up Contributions do not count toward the limit for before-tax contributions. In general, the following chart shows the total amount of before-tax contributions you could direct into your Account in 2017: Before-Tax Code Limit (2017) Catch-Up Contributions Age 50 or Older (2017) Limit with Catch-Up Contributions (2017) $18,000 $6,000 $24,000 However, if you are a highly compensated employee, the total amount of before-tax contributions you can direct into your Account, may be lower than as shown in the table above (see Other Code Limits for more information). • Aggregate contributions There is also a limit under the Code on the total amount you and your Employer can contribute to the Plan. For 2017, no more than $54,000 can be deposited into your Account in the combined form of before-tax and after-tax contributions, and Employer contributions. Other Code Limits There is a limit on the amount of Compensation that can be considered for Plan contribution purposes ($270,000 for 2017, subject to adjustment under the Code in future years for cost of living changes). Other Code limits may be applicable such as if: - the Plan is considered “top-heavy” (60% or more of the value of the Plan Account balances belong to certain shareholders or officers of the Company). The Plan is not now top-heavy and is not expected to be so in the future (you will be advised if that changes). VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 12 of 33 - the Plan does not meet certain testing requirements that compare the rate of before and after-tax (as well as matching) contributions of highly compensated employees (employees with compensation of $120,000 or more in 2017, and indexed for later years) versus non-highly compensated employees. If that occurs and you are considered a highly compensated employee, your before-tax contributions, after-tax contributions and/or matching contributions may need to be lowered or returned to meet Code limitations. VESTING You are immediately vested in your before-tax and after-tax contributions, and any amounts you rollover into your Account. You become 100% vested with respect to Employer contributions when you complete one Year of Service. You also become 100% vested with respect to Employer contributions if when employed by an Employer or an Affiliated Employer you retire on or after reaching age 65, you become Disabled or you die. FORFEITURES If you terminate your employment with your Employer (and all Affiliated Employers), you forfeit any non-vested Employer contributions (plus allocable earnings) credited to your Account. However, if you return to work for the Company or an Affiliated Employer within five consecutive years, that forfeited amount, if any, will be restored. If you return to work five years or more after the date your service was terminated, no forfeited amounts will be restored to your Account. INVESTMENTS Participant Directed Investments The Plan offers different options in which you can invest your Account balance. You may invest in any of the investment options provided to you in multiples of one percent. Your investment elections apply to all contributions credited to your Account. The investment options available for investment at your direction that you may presently choose from are described on Vanguard’s website, and which may be accessed 24 hours a day, 7 days a week. Before you invest in any of the investment options, please read their prospectuses carefully. If you do not make an investment election, any contributions credited to your Account will be invested in the Target Date Fund with a target retirement date closest to your 65th birthday. Important Note About Investing The Plan is intended to comply with Section 404(c) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Under Section 404(c) of ERISA, the Plan’s fiduciaries, including the Committee, will be relieved of liability for any losses which result from your investment directions (or you not providing investment directions). VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 13 of 33 You exercise control over the assets in your Account by directing how amounts credited to your Account are invested in the available investment options. The Plan’s fiduciaries make no representations regarding, and have no responsibility for, the performance of any investment you make or have made with respect to your Account. Vanguard will provide you with the information required under ERISA Section 404(c) with respect to the investment options. If you want additional information about any investment option, you may request any of the following by contacting Vanguard: • a description of the annual operating expenses of each investment option (e.g., investment management fees, administrative fees and transaction costs); • prospectuses, financial statements and reports, plus any other material available to the Plan which relates to the investment options; • a periodic listing of the assets comprising the portfolio of each investment option, and the value of each such asset; and • information concerning the value of shares or units of the investment options as well as their past and current investment performance, determined after expenses. How to Track Your Investments You will receive quarterly statements from Vanguard with respect to your Account. These statements and the Vanguard website enable you to determine: • Your investment results, • The opening and closing balances for each investment option, • The breakout of before-tax and after-tax contributions within each investment option, • The contributions credited to your Account, • Any debits (such as fees) to your Account, • Any transfers you have made between the funds, • Any loans, withdrawals or repayments you have made, and • Your vested balance. You don’t have to wait for your quarterly statement to find out your Account balance. You may contact Vanguard at any time. How to Redirect Investment of Your Future Contributions You can redirect the investment of the future contributions credited to your Account at any time. Contact Vanguard to do so. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 14 of 33 How to Transfer Your Existing Investment Fund Balances In general, you can transfer your existing Account balances between funds at any time. To do so, you need to contact Vanguard. LOAN PROVISIONS The Plan lets you borrow from your Account if you need money before you retire. The loan amount will not be subject to taxation as long as the loan is repaid. Your loan repayments plus interest will be credited to your Account. How to Apply for a Loan You can request a loan by contacting Vanguard. Vanguard will process your application in accordance with Plan procedures, and, if you are approved, mail a check directly to you. They will also contact your Employer and let them know how much to deduct from your paycheck each pay period to repay the loan. There is a loan processing fee for each loan that you request. You will be charged a reduced loan processing fee if you submit your loan request to Vanguard online. Loan Conditions Here’s how the loan feature works: • You may borrow a minimum of $1,000 and up to a maximum of $50,000 from your Plan Account, but no more than 50% of your vested Account balance. • The maximum amount you may borrow may further be reduced as follows: – If you request an additional loan, or request a loan within one year of repaying a previous loan, your new loan is reduced by the highest outstanding loan balance during the preceding 12 months. • You may have no more than three outstanding loans at one time. • There is a loan-processing fee each time you apply for a loan. • You must repay your loan within five years unless the loan is used to purchase your primary residence, in which case you must repay your loan within 30 years (see Repaying Your Loan for more information). Repaying Your Loan Below are the requirements for repaying your loan: The interest rate on your loan is fixed. Contact Vanguard for the interest rate currently applicable for loans under the Plan. Keep in mind that you are paying this interest back into your Account. • You may not refinance a loan. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 15 of 33 • You have 5 years to repay your loan — 30 years if the loan is for your primary residence. • You repay your loan through regular consecutive payroll deductions. • Your loan repayments are allocated among the investment funds in the same percentages as applies to your current Account contributions. • You may prepay your loan in full at any time. To pay off your loan, contact Vanguard for your loan payoff amount and prepay your loan directly to Vanguard. Vanguard will notify your Employer that your loan has been paid to stop the payroll deduction. Loan Default Your loan will be considered to be in default if: • Your loan has not been fully repaid by the end of your loan period, or, if earlier • Your loan has not been repaid prior to your termination of employment with your Employer. If your loan goes into default, your remaining loan principal amount will be treated as a distribution and you will be subject to regular income taxes plus, under certain circumstances, an additional 10% early withdrawal tax. You may only avoid such tax consequences by rolling over the taxable amount of your unpaid loan principal into another eligible retirement plan, if such plan will accept it, within 60 days of the date your unpaid loan principal is distributed from the Plan. WITHDRAWALS Keep in mind the purpose of the Plan is for you to save for your retirement. However, under certain circumstances described below, you may withdraw money from your Account while you are still employed by your Employer. Contact Vanguard directly for more information about these withdrawals and how to apply. Hardship Withdrawals A fee may be charged for processing a hardship withdrawal. You may make a hardship withdrawal from your before-tax contributions (but not earnings on these contributions) under the following conditions. 1. Immediate and heavy financial need — A hardship withdrawal is available in the event of an immediate and heavy financial need arising from: • Expenses for, or to obtain, medical care described in Section 213(d) of the Code previously incurred by you, your spouse or primary Beneficiary or any of your dependents (as defined in Code Section 152); • Costs directly related to the purchase of your principal residence (excluding mortgage payments); VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 16 of 33 • The payment of tuition and related educational fees and room and board expenses for the next 12 months of post-secondary education for you, your spouse, children, primary Beneficiary or dependents (as defined in Code Section 152); • Payments necessary to prevent eviction from your principal residence or foreclosure on the mortgage on that principal residence; • Burial and funeral expenses for your deceased parent, spouse, children, primary Beneficiary or dependents (as defined in Code Section 152); or • Certain expenses for the repair of damage to your principal residence that qualify for a casualty loss deduction under the Code. The determination of whether there is an immediate and heavy financial need as defined above shall be made solely on the basis of written evidence furnished by you. You will need to provide written evidence of your hardship. 2. Distribution of amount necessary to meet need — Prior to obtaining a hardship withdrawal, you must first obtain all other distributions (other than hardship withdrawals) and all nontaxable loans currently available under the Plan and all other plans maintained by the Employers. The amount available for withdrawal may not exceed the amount determined necessary to meet the need created by the hardship (but not in excess of the value of your before-tax contributions). The amount necessary to meet the need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated resulting from the withdrawal. 3. Effect of a hardship withdrawal — If you receive a hardship withdrawal, then your before and after-tax contributions will be suspended for the 6-month period beginning with the date you receive the withdrawal. In-Service Withdrawals After Age 59½ If you have reached age 59½, you may make a withdrawal from your Account for any reason. Any such withdrawal will be in the amount you specify, but not more than the vested value of your Account. Employer contributions are only available for withdrawal if they have been in the Plan for at least two years, or you have completed at least five Years of Service. In-Service Withdrawals Before Age 59½ If you are employed with an Employer and have not reached age 59½, you may make a withdrawal from your after-tax contribution or rollover contribution sub-accounts for any reason. Once the full amount of your after-tax contributions and rollover contributions have been withdrawn, you may withdraw the vested portion of your Employer contributions provided such amount has been in the Plan for at least two years. If you have completed at least five Years of Service, the two-year requirement will not apply. Disability Withdrawals You may make a withdrawal from any one or more of your sub-accounts if you become Disabled, although you have not otherwise separated from service from your Employer. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 17 of 33 RECEIVING BENEFITS Account Distributions You (or in the event of your death, your Beneficiary) may receive a distribution of your Plan Account when: • you are no longer an employee of an Employer or an Affiliated Employer; • you retire; or • you die. If any of these events occur, you (or in the event of your death, your Beneficiary) may elect to receive your vested Account balance. The following sections explain your Account distribution options. When You Are No Longer an Employee of Your Employer and its Affiliated Employers When you are no longer an employee of your Employer and its Affiliated Employers, you may elect a distribution of your vested Account balance. Alternatively, you can maintain the tax-deferred status of your retirement funds by leaving your Account in the Plan. However, distribution of your Account must begin by April 1 of the year following the year in which you reach age 70½, unless you are still employed with an Employer or an Affiliated Employer. If you are still employed with an Employer or an Affiliated Employer, you may defer distribution of your Account until you actually retire. How Your Account Balance Is Paid You may elect for your vested Account balance to be distributed in a lump sum, in installments or to be directly rolled over to an IRA or to an eligible retirement plan of another employer that accepts rollovers. If you elect to receive your distribution in installments, you may choose substantially equal monthly, quarterly or annual installments over a period certain not to exceed the lesser of 10 years or a period measured by your life expectancy. Contact Vanguard to make your election. After you make your distribution election, you will receive a confirmation statement. If you elect a lump sum or installment distribution, you will also receive a Special Tax Notice and Direct Rollover Election Form. You must return the Direct Rollover Election Form to the HR Employee Service Center on a timely basis, or your request will be canceled. Rollover 1. Direct Rollover As an alternative to a cash lump sum or installment distribution, you may request that your distribution be rolled over directly into an IRA, or another employer’s eligible retirement plan. You may rollover your after-tax contributions plus the earnings on these after-tax contributions, if any, only to an IRA or directly to an employer’s eligible VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 18 of 33 retirement plan that accepts after-tax rollovers. Your payment must be at least $200 if you elect to transfer the entire amount of the distribution. 2. Distribution Followed by Rollover You are permitted to make a rollover of the distribution you receive to an IRA or another eligible retirement plan that will accept the rollover if you do so within 60 days of the date you receive the distribution. If you elect the rollover option, a 20% federal income tax withholding will apply. The only way to avoid federal income tax withholding at distribution is to elect the direct rollover option. Payment of Small Amounts If the value of your vested Account (not including your Rollover Contribution sub-account) at the time you retire or terminate employment is $1,000 or less, your Account balance will be paid to you in a lump sum as soon as practicable following your retirement or termination of employment. If the value of your vested Account exceeds $1,000 but is not more than $5,000, your Account balance will automatically be transferred to an IRA to be established in your name, unless you affirmatively elect to receive a lump sum distribution or to directly rollover the distribution to another IRA or another employer’s eligible retirement plan. You may elect a direct rollover of your Account balance by completing and returning a Direct Rollover Election Form to the HR Employee Service Center. If You Die Before Distribution If you die before receiving any distribution, your Beneficiary will receive the full value of your Account in a lump sum. If you are married at the time of your death, your Beneficiary is your spouse unless he or she has consented in writing before a notary public to your designation of another Beneficiary. If you die while receiving distributions under an installment option, any additional installments due can continue, or be paid to your Beneficiary in a lump sum. If your Beneficiary chooses to continue installment payments, they will continue for the remainder of the designated payment period, provided the remaining payment period does not exceed your Beneficiary’s life expectancy. If your surviving spouse is entitled to receive an eligible distribution due to your death, your spouse also has the option of authorizing a direct transfer to an IRA or other eligible retirement plan. If your non-spouse Beneficiary is entitled to receive an eligible distribution due to your death, the non-spouse Beneficiary only has the option of authorizing a direct transfer to an IRA. The only way to avoid the 20% federal income tax withholding is through a direct rollover. Note that your Beneficiary will have to supply the HR Employee Service Center with proof of your death. Please contact the HR Employee Service Center for the necessary forms. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 19 of 33 Benefits May Not Be Transferred In general, your benefits may not be assigned or claimed by creditors. However, payment of benefits to an alternate payee (e.g., your former spouse) will be authorized to comply with a Qualified Domestic Relations Order (“QDRO”). A QDRO is a judicial decree, judgment or order related to child support, alimony payments or marital property rights under a state domestic relations law. If you need a copy of the Plan’s QDRO procedures, which are available free of charge, please contact the HR Employee Service Center. Plan Not Eligible for PBGC Insurance This Plan is a 401(k) profit sharing plan and as such is not covered by the Pension Guaranty Corporation (“PBGC”) plan termination insurance program. IMPORTANT TAX INFORMATION The Plan enjoys certain tax advantages because it is intended to be a long-term savings program for retirement. For example, under current federal income tax law, money in your Plan Account is not taxable while it is held in the Plan (other than after-tax contributions). You (or in the event of your death, your Beneficiary) will owe income taxes on the taxable portion of your distribution when you receive the money. In addition to ordinary income taxes, you also may owe a 10% penalty tax on the taxable portion of any distribution you receive before you reach age 59½. The 10% penalty tax will not apply in these situations: • Your Account is paid to you if you terminate employment with your Employer and its Affiliated Employers on or after reaching age 55. • Your Account is paid to you because you become disabled (as defined under the Code). • Your Account is paid to your Beneficiary in the event of your death. • You receive a distribution in a year in which you have deductible medical expenses in excess of 7.5% of your adjusted gross income (only the portion of the distribution in excess of 7.5% of your adjusted gross income is not subject to penalty). • Payment is directed to another person by a QDRO. • You rollover or directly transfer the taxable amount of your Account to an IRA or another employer’s eligible retirement plan; or • Payment is being made in installments over your life expectancy. Tax laws change from time to time, and the tax impact of receiving payments from the Plan will vary with your individual situation. Because your Employer cannot give tax advice or counsel, you should consult a professional tax advisor or financial expert for specific advice about your circumstances. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 20 of 33 CLAIMS PROCEDURES How to File a Claim If you think an error has been made in determining your benefits under the Plan, you or your beneficiaries may file a claim with the Company’s Senior Vice President of Human Resources. If Your Claim is Denied If your claim is denied in whole or in part, the Senior Vice President of Human Resources will notify you (or your Beneficiary) in writing or via e-mail within 90 days after filing. In the event of special circumstances, the Senior Vice President of Human Resources may extend the period for a determination for up to an additional 90 days, in which case you will be so advised prior to the end of the initial 90-day period. The notice will include: • The reason for the denial, with reference to the specific Plan provision(s) on which the denial was based, • A description of any material necessary to process the claim properly and the reason(s) why the materials are needed, and • An explanation of the claims review procedure, the time limits applicable to such procedure, and your right to bring a civil action under Section 502(a) of ERISA. Your Right to Appeal Within 60 days after receiving your denial, you (or your Beneficiary) may submit a written request for reconsideration to the Committee. Documents or records in support of the appeal should accompany any such request. In addition, you will be provided, upon written request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to your claim. The review will take into account all comments, documents, records and other information you submit relating to your claim. If you fail to request a review within 60 days, it shall be conclusively determined for all purposes that the denial of the claim is correct. The Committee will conduct a full and fair review of your appeal, and will notify you of the decision within 60 days, either in writing or via e-mail. Due to special circumstances, the Committee may extend the period for determination for up to an additional 60 days and will notify you before the end of the initial 60-day period. The decision will include the specific reasons and the Plan provisions on which the decision is based, a statement of your rights to documents, records, etc., as stated above and a statement that you have a right to bring a civil suit under Section 502(a) of ERISA. In making a decision, the Committee has sole, absolute and discretionary authority in interpreting the meaning of Plan provisions and in determining all questions arising under the Plan, including, but not limited to, eligibility for benefits. The Committee’s decision shall be final and binding on Plan participants and all other parties to the maximum extent allowed by law. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 21 of 33 You must fully exercise all claim and appeal rights provided herein prior to bringing a civil action under ERISA Section 502(a) to recover benefits due to you under the terms of the Plan, to enforce your rights under the terms of the Plan or to clarify your rights to future benefits under the terms of the Plan. Furthermore, you may not bring any court action seeking review of an appeal denial later than one (1) year after you have exhausted all your claim and appeal rights set forth above. All actions or litigation arising out of or relating to the Plan must be commenced and prosecuted in the federal district court whose jurisdiction includes Paramus, New Jersey. As a condition to participation in this Plan, you (or any other person whose claim relates to participation in the Plan) is deemed to have consented to the personal jurisdiction over you of that federal district court in respect of any such actions or litigation, and you (or any other person whose claim relates to participation in the Plan) also are deemed to have consented to service of process with respect to any such actions or litigation by registered mail, return receipt requested, or by any other means permitted by rule or law. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 22 of 33 GENERAL PLAN INFORMATION This section of the summary includes administrative information as well as material specified by ERISA. ERISA is a body of law governing certain employee benefits. The information in this section complements the material in the other sections so that together they provide a complete Summary Plan Description, as defined by ERISA. Plan Sponsor SUEZ Water Resources Inc. 461 From Road Paramus, NJ 07652 Tel: (201) 767-9300 Plan Type Profit sharing plan with a cash or deferred (401(k)) arrangement. Plan Name SUEZ Water Resources Inc. 401(k) Plan Plan Number 003 Plan Year January 1 to December 31 Employer Identification Number 71-0005226 Plan Administrator The Company is designated as the Plan Administrator. The day-to-day operation of the Plan has been delegated to the Company’s Human Resources Department. You can contact the Plan Administrator and/or Human Resources Department as follows: SUEZ Water Resources Inc. c/o Senior Vice President of Human Resources 461 From Road Paramus, NJ 07652 Tel: (201)-767-9300 VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 23 of 33 Agent for Service of Legal Process Any legal process against the Plan in the event of a dispute over claims should be served as follows: SUEZ Water Resources Inc. c/o Senior Vice President of Human Resources 461 From Road Paramus, NJ 07652 Tel: (201)-767-9300 Trustee The Plan trustee is: Vanguard Fiduciary Trust Company Vanguard Financial Center Box 2600 Valley Forge, PA 19482 Plan Funding The Plan is funded through contributions made by participants and Employers. Plan Amendment and Termination The Company expects and intends to continue the Plan, but reserves the right to amend, change, or terminate the Plan, in whole or in part, at any time and for any reason, in accordance with applicable law. If the Plan is amended, the amendment will not affect or reduce any benefits payable prior to the amendment. If the Plan is terminated, all contributions made on your behalf will be 100% vested regardless of your accumulated Years of Service. In general, the Plan assets may not be returned to a contributing Employer, except under specific circumstances described under applicable law. Important Note Your eligibility or your right to benefits under the Plan should not be interpreted as a guarantee of employment. Participation in the Plan does not interfere with the right of your Employer to terminate your employment at any time, whether or not for cause, with or without notice. YOUR RIGHTS UNDER ERISA As a participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA allows Plan participants to: VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 24 of 33 • Examine, without charge, at the Plan Administrator’s office and at major locations of the Employer, copies of all Plan documents and copies of all documents filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration, such as the latest detailed annual report (Form 5500 series). • Obtain copies of all Plan documents and other Plan information including the latest detailed annual report (Form 5500 series) and updated Summary Plan Description upon written request to the Plan Administrator. The Plan Administrator may charge a reasonable fee for the copies. • Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish you and any other participant with a copy of this summary annual report each year. • Get a statement at least once a year notifying you of the total benefits that you have accumulated under the Plan and whether you have a right to receive a benefit at normal retirement age (age 65). In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan (fiduciaries) have a duty to do so prudently, in your interest and that of other Plan participants and Beneficiaries. Another ERISA-guaranteed right states that no one — including your Employer, or any other person — may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA. If your claim for a Plan benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial. You have a right to obtain copies of documents relating to the decision without charge and to have the Plan Administrator review and reconsider your benefit claim. Because your rights under ERISA are protected by law, you can also file suit if the need ever arises. For example, if you request materials from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay a fine of up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If your claim for benefits is denied or ignored, in whole or in part, or if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit as directed under the Plan (see How to File a Claim for more information). If you believe Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor. You also may file suit in a federal district court whose jurisdiction includes Paramus, New Jersey. The court may also decide who should pay court costs and legal fees. If your suit is successful, the court may order the person you have sued to pay these costs and fees. If your suit is not successful, the court may order you to pay these costs and fees -- for example, if it finds your claim was frivolous. If you have any questions about the Plan, you should contact the Plan Administrator. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 25 of 33 If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest area office of the Employee Benefits Security Administration, U.S. Department of Labor, which is listed in your telephone directory, or write to the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the Publications hotline of the Employee Benefits Security Administration. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 26 of 33 I. MATCHING CONTRIBUTIONS A. If you are an employee of SUEZ Water Resources Inc. or SUEZ Water Management Services Inc. not working solely on matters involving SUEZ Water Environmental Services Inc.: ☐ If you were hired prior to January 1, 2010 Your Employer will match 50% of the first 6% of your Compensation you contribute as before and after-tax contributions to the Plan. ☐ If you were hired on or after January 1, 2010 Your Employer will match 50% of the first 8% of your Compensation you contribute as before and after-tax contributions to the Plan. B. If you are an employee of SUEZ Management & Services Inc., and you work solely on matters involving SUEZ Water Environmental Services Inc, Your Employer will match 100% of the first 3% of your Compensation you contribute as before and after-tax contributions to the Plan; and 50% of the next 2% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. II. AGE-BASED CONTRIBUTION A. Eligible - You are eligible for an Age-Based Contribution if: ☐ you were hired on or after January 1, 2010; ☐ your employer was a participating employer in the SUEZ Water Resources, Inc. Retirement Plan (previously known as the United Water Resources, Inc. Retirement Plan) as of December 31, 2009; and ☐ you are employed with your Employer on the last day of the Plan Year. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 27 of 33 B. Contribution Amount If eligible, the Age-Based Contribution on your behalf is determined as follows: Age on Last Day of Plan Year Percentage of Compensation Under 30 1% 30-39 2% 40-49 3% 50 or Older 4% You do not have to make before and/or after tax contributions to the Plan in order to receive the Age-Based Contribution. The Age-Based Contribution will be deposited into your Account in the first quarter of the following year. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 28 of 33 This Appendix applies if you are an employee of Suez Water Environmental Services, Inc., or of any affiliate, eligible to participate in the Plan except if you work at the following facilities or business units: FACILITIES BUSINESS UNITS Bayonne Jersey City Rahway Hydro Management Services U.S. Water AOS Operating Company at City of East Providence AOS Operating Company except at City of East Providence & City of Middletown United Water Services Mississippi LLC MATCHING CONTRIBUTION Your Employer will match 100% of the first 3% of your Compensation you contribute as before and after-tax contributions to the Plan; and 50% of the next 2% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 29 of 33 Plan participants working for an Employer at the above facilities are eligible to receive the Employer contributions described below. MATCHING CONTRIBUTION ☐ If you were hired prior to January 1, 2010 Your Employer will match 50% of the first 6% of your Compensation you contribute as before and after-tax contributions to the Plan. ☐ If you were hired on or after January 1, 2010 Your Employer will match 50% of the first 8% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. AGE-BASED CONTRIBUTION Eligible You are eligible for an Age-Based Contribution if: ☐ you were hired on or after January 1, 2010; and ☐ you are employed with your employer on the last day of the Plan Year. Contribution Amount If eligible, the Age-Based Contribution on your behalf is determined as follows: Age on Last Day of Plan Year Percentage of Compensation Under 30 1% 30-39 2% 40-49 3% 50 or Older 4% You do not have to make before and/or after tax contributions to the Plan in order to receive the Age-Based Contribution. The Age-Based Contribution will be deposited into your Account in the first quarter of the following year. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 30 of 33 Plan participants working for an Employer at the above business units are eligible to receive the Employer contribution described below. MATCHING CONTRIBUTION Your Employer will match 100% of the first 5% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 31 of 33 Plan participants working for the above Employer at the above business unit and facility are eligible to receive the Employer contribution described below. MATCHING CONTRIBUTION ☐ If you were hired before April 11, 2010 Your Employer will match 100% of the first 5% of your Compensation you contribute as before and after-tax contributions. ☐ If you were hired on or after April 11, 2010 Your Employer will match 50% of the first 6% of your before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 32 of 33 Plan participants working for the above Employer at the above business unit and facilities are eligible to receive the Employer contribution described below. MATCHING CONTRIBUTION Your Employer will match 67% of the first 6% of your Compensation you contribute as before and after-tax contributions. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. VEO-W-22-02 IPUC DR 21 Attachment 2 401K Plan Page 33 of 33 12/6/17 SUEZ Water Resources Inc. Collectively Bargained 401(k) Plan (As in effect as of January 1, 2017) SUMMARY PLAN DESCRIPTION VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 1 of 55 Table of Contents Page i ABOUT THIS SUMMARY ......................................................................................................... 1 HOW THIS SUMMARY IS ORGANIZED ............................................................................... 1 TERMS YOU SHOULD KNOW ................................................................................................ 2 Account ........................................................................................................................................ 2 Affiliated Employer ..................................................................................................................... 2 Beneficiary ................................................................................................................................... 2 Code ............................................................................................................................................. 2 Committee .................................................................................................................................... 2 Company ...................................................................................................................................... 2 Compensation .............................................................................................................................. 2 Disabled ....................................................................................................................................... 2 Employer ...................................................................................................................................... 3 Participating Bargaining Unit ...................................................................................................... 3 Year of Service ............................................................................................................................ 3 ELIGIBILITY ............................................................................................................................... 3 Who Is Eligible ............................................................................................................................ 3 PARTICIPATION ........................................................................................................................ 3 When Participation Begins .......................................................................................................... 3 Decisions to Make About Enrolling ............................................................................................ 4 Naming a Beneficiary .................................................................................................................. 4 How the Plan Works .................................................................................................................... 4 It Pays to Participate and to Start Early ....................................................................................... 5 CONTRIBUTIONS....................................................................................................................... 5 Before-Tax Contributions ............................................................................................................ 5 Catch-Up Contributions ............................................................................................................... 6 After-Tax Contributions............................................................................................................... 6 How to Change Your Before-Tax and/or After-Tax Contribution Percentage ............................ 7 Savers Credit ................................................................................................................................ 7 Employer Contributions ............................................................................................................... 7 Rollover Contributions................................................................................................................. 8 CODE LIMITATIONS ................................................................................................................ 8 Dollar Limits ................................................................................................................................ 8 Other Code Limits........................................................................................................................ 9 VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 2 of 55 Table of Contents (continued) Page ii VESTING....................................................................................................................................... 9 FORFEITURES ............................................................................................................................ 9 INVESTMENTS ........................................................................................................................... 9 Participant Directed Investments ................................................................................................. 9 Important Note About Investing ................................................................................................ 10 How to Track Your Investment ................................................................................................. 10 How to Redirect Investment of Your Future Contributions ...................................................... 11 How to Transfer Your Existing Investment Fund Balances ...................................................... 11 LOAN PROVISIONS ................................................................................................................. 11 How to Apply for a Loan ........................................................................................................... 11 Loan Conditions ......................................................................................................................... 11 Repaying Your Loan .................................................................................................................. 11 Loan Default .............................................................................................................................. 12 WITHDRAWALS ....................................................................................................................... 12 Hardship Withdrawals ............................................................................................................... 12 In-Service Withdrawals After Age 59½ .................................................................................... 13 In-Service Withdrawals Before Age 59½ .................................................................................. 13 Disability Withdrawals .............................................................................................................. 14 RECEIVING BENEFITS ........................................................................................................... 14 Account Distributions ................................................................................................................ 14 When You Are No Longer an Employee of Your Employer or an Affiliated Employer .......... 14 How Your Account Balance Is Paid .......................................................................................... 14 Rollover...................................................................................................................................... 15 Payment of Small Amounts ....................................................................................................... 15 If You Die Before Distribution .................................................................................................. 15 Benefits May Not Be Transferred .............................................................................................. 16 Plan Not Eligible for PBGC Insurance ...................................................................................... 16 IMPORTANT TAX INFORMATION ..................................................................................... 16 CLAIMS PROCEDURES .......................................................................................................... 17 How to File a Claim ................................................................................................................... 17 If Your Claim is Denied ............................................................................................................. 17 Your Right to Appeal ................................................................................................................. 17 GENERAL PLAN INFORMATION ........................................................................................ 19 VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 3 of 55 Table of Contents (continued) Page iii Plan Sponsor .............................................................................................................................. 19 Plan Type ................................................................................................................................... 19 Plan Name .................................................................................................................................. 19 Plan Number .............................................................................................................................. 19 Plan Year .................................................................................................................................... 19 Employer Identification Number ............................................................................................... 19 Plan Administrator ..................................................................................................................... 19 Agent for Service of Legal Process ........................................................................................... 20 Trustee........................................................................................................................................ 20 Plan Funding .............................................................................................................................. 20 Plan Amendment and Termination ............................................................................................ 20 Important Note ........................................................................................................................... 20 YOUR RIGHTS UNDER ERISA .............................................................................................. 20 APPENDICES – Employer Contributions VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 4 of 55 You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 1 ABOUT THIS SUMMARY This Summary Plan Description (“SPD”) highlights key features and provisions of the SUEZ Water Resources Inc. Collectively Bargained 401(k) Plan, previously called the United Water Resources, Inc. Collectively Bargained 401(k) Plan (the “Plan”), as amended and restated as of January 1, 2017. Certain provisions vary depending on the collective bargaining agreement that applies to your collective bargaining unit (your “Participating Bargaining Unit”). The Appendix to this summary applicable to you as a member of your Participating Bargaining Unit describes these provisions. Please read this summary carefully to gain an understanding of the benefits offered under the Plan. Remember: this summary is a general description of your benefits under the Plan, but does not include the complete details of the Plan. These are contained in the full Plan document. It is intended that the information in this summary be accurate; but, if there is a conflict or a difference between what is written here and the full Plan document, the full Plan document will govern. If there is difference between the contribution amount, the determination of compensation or other provision set forth in the collectively bargained agreement of your Participating Bargaining Unit and the Plan, the collectively bargaining agreement is intended to control unless inconsistent with applicable law. This summary is not a contract for, or a guarantee of, present or continued employment, and SUEZ Water Resources Inc. (previously called United Water Resources, Inc.) (the “Company”) reserves the right to amend or terminate the Plan in accordance with applicable law. The different Internal Revenue Code dollar limits referred to in this Summary Plan Description are those in effect for 2017, and may be adjusted in future years. If you were a participant in the Plan and terminated your employment with the Company (or an affiliated company), any benefit you may be entitled to under the Plan will be determined based on the provisions of the Plan as in effect at the time of your termination of employment. If you have any questions about the information in this summary or about the terms of the Plan in effect before January 1, 2017, contact the HR Employee Service Center. HOW THIS SUMMARY IS ORGANIZED This summary is divided into three main parts:  Your Plan Benefits  Important Administrative Information  Employer Contribution Appendices VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 5 of 55 Your Plan Benefits You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 2 TERMS YOU SHOULD KNOW To understand the Plan and the information in this summary, you should understand the terms defined below. These terms are capitalized whenever they appear throughout this summary. Account This is the record maintained of the contributions credited to you and the gains or losses from the investment of these contributions. Separate records (sub-accounts) are maintained of the value of the amounts credited in your Account with respect to, as applicable, your before and after-tax contributions, rollovers or Employer contributions made on your behalf. Affiliated Employer This means a subsidiary of the Company, as well as its parent company and affiliates within the SUEZ group of companies with the required common ownership under the Code to be considered as part of the same controlled group as the Company. Beneficiary The person, determined under the terms of the Plan, who will receive your Plan benefits in the event of your death. Code The Internal Revenue Code of 1986, as amended. Committee The Benefits Committee established, and whose members are appointed or removed by, the Company. Company SUEZ Water Resources, Inc. Compensation In general, Compensation means, except if otherwise provided in the Appendix for your Participating Bargaining Unit, your wages from an Employer subject to income tax withholding - (i) including any before-tax amounts you may contribute to an Employer’s cafeteria plan, medical plan or this Plan as well as any differential wage payments you receive while on military leave, but (ii) excluding, overtime, bonuses, premiums for group-term life insurance and severance. Disabled This means being entitled to disability benefits under the Employer’s long-term disability plan. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 6 of 55 Your Plan Benefits You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 3 Employer This means the Company, and any Affiliated Employer who has agreed to participate in the Plan on behalf of its eligible employees. Participating Bargaining Unit The collective bargaining unit that represents you if such collective bargaining unit has entered into a collective bargaining agreement with your Employer providing for your participation in the Plan. Year of Service A period of 12 consecutive months during which you are employed by the Company or an Affiliated Employer, measured from your date of hire, or rehire. ELIGIBILITY Who Is Eligible In general, you are eligible to participate in the Plan in accordance with the collective bargaining agreement between your Employer and your Participating Bargaining Unit. If you are providing services to an Employer through another entity (e.g., you are a “leased” employee, or an independent contractor), you are not eligible to participate. If you are classified as an independent contractor or as a “leased employee” by an Employer but are later reclassified by the Internal Revenue Service (“IRS”) or any other government agency as an employee, you will be eligible to participate in the Plan on a prospective basis. PARTICIPATION When Participation Begins Your participation in the Plan with respect to before and/or after-tax contributions is voluntary. Unless an eligibility waiting period applies to your Participating Bargaining Unit (see the Appendix applicable to your Participating Bargaining Unit), you may elect to contribute to the Plan when you first begin to work for an Employer. If you do not do so when you are first eligible, you later may elect to contribute. Your payroll deductions will begin as soon as administratively feasible after you sign up for the Plan by contacting Vanguard, the Plan’s recordkeeper and trustee. If you do not contribute to the Plan, you will become a participant in the Plan if you make a rollover into the Plan (see Rollover Amounts) or when an Employer makes a contribution to the Plan on your behalf (see Employer Contributions), whichever comes first. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 7 of 55 Your Plan Benefits You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 4 Decisions to Make About Enrolling When you enroll, you need to make the following decisions:  Determine the percentage of your Compensation to contribute to the Plan (see Contributions and the Appendix for your Participating Bargaining Unit for more information).  Decide whether to make before or after-tax contributions to the Plan, or a combination of the two (see Contributions for more information).  Choose how to invest your money among the Plan’s investment options (see Investments for more information); and  Name a Beneficiary. Naming a Beneficiary To name a Beneficiary, simply access the Vanguard website and register. If you are married, your spouse is automatically designated as your Beneficiary. If you would like to name someone other than your spouse as your Beneficiary, you need your spouse’s written, notarized consent. If you are not married, you can name anyone you wish as your Beneficiary. You can change your Beneficiary, at any time by accessing Vanguard’s website. However if you are married, you need your spouse’s written notarized consent to the change. If you are unmarried and do not have a Beneficiary designation in effect when you die, your designated Beneficiary will be your estate. How the Plan Works The Plan provides you with a way to save for your retirement. Here is an overview:  You can save by making: (i) before-tax contributions; or (ii) after-tax contributions; or (iii) a combination of the two (see Contributions for the rules and limits that apply to these contributions to the Plan).  Employer contributions, as described in the Appendix to this summary for your Participating Bargaining Unit, also are credited to your Account.  You can transfer, or rollover funds into the Plan from a prior employer’s eligible retirement plan, or from a rollover individual retirement account or annuity (“IRA”).  You can direct the investment of all contributions credited to your Account in any of the investment options provided under the Plan (see Investments for more information). VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 8 of 55 Your Plan Benefits You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 5  In general, your money remains in the Plan until you retire, die, or are no longer employed by an Employer or an Affiliated Employer. However, there are Plan provisions providing for loans and withdrawals under certain conditions. It Pays to Participate and to Start Early Participating in the Plan allows you to build up funds for your retirement. The earlier you begin to participate, the quicker you begin to accumulate funds for this purpose. For example, assume you are 30 years old, earn $45,000 a year and contribute 5% of your salary ($2,250) to the Plan in before-tax contributions. In this case, your taxable income for the year will be $42,750. If your $2,250 investment earns $112.50 (5%), that $112.50 is also tax- deferred. Time can make a big difference in the size of your Account. For example, you and Pat who is 40 years old, are both starting to save for retirement. Assuming you each contribute $2,250 per year to the Plan and that your money grows at a constant rate of 6% per year, here is how much money you will each have at age 65: You (Age 30) Pat (Age 40) Annual amount saved $2,250 $2,250 Years of saving 35 25 Total amount saved at age 65 $78,750 $56,250 Total value of your Account at age 65 assuming 6% investment growth $388,207 $191,132 By starting earlier, you invested a total of 40% more money than Pat. With more money earning a 6% annual return each year, the total value of your Account at age 65 is more than double the value of Pat’s Account. Please note that this example does not take into account any Employer contributions, which will increase the total amount in your Account, and that a 6% investment return is a projection (results will vary based on actual investment experience). CONTRIBUTIONS Before-Tax Contributions Unless otherwise indicated in the Appendix applicable to your Participating Bargaining Unit, you may contribute from 1% up to 50% (in one percent increments) of your Compensation in before-tax contributions: but the sum of your before and after-tax contributions may not exceed 50% of your Compensation (subject to any further limitations for your Participating Bargaining Unit as set forth in the applicable Appendix). There also is a dollar limit under the Code ($18,000 for 2017 and subject to adjustment in future years) on the maximum amount of before-tax contributions you can contribute to your Account for the year. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 9 of 55 Your Plan Benefits You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 6 These contributions are made through regular payroll deductions before federal income taxes and most state income taxes are withheld. Before-tax contributions allow you to defer taxes in two ways:  You get immediate tax savings by deferring taxes on the amount you contribute; and  You also defer taxes on investment earnings on the amounts in your Account. Keep in mind that you are postponing, not avoiding paying taxes. When you begin to withdraw your money from the Plan, usually at retirement, you will be required to report the tax-deferred amount for income tax purposes. Because you may be in a lower tax bracket when you retire, it is possible that the taxes you owe on this money will be less than if you paid taxes up front. Please note that while before-tax contributions reduce your current income taxes, they do not reduce the level of your other pay-related benefits, such as life insurance, disability insurance and retirement (pension) benefits. Your before-tax contributions also do not reduce your Social Security or Medicare tax withholding, or your Social Security benefits. Catch-Up Contributions Unless otherwise indicated in the Appendix applicable to your Participating Bargaining Unit, if you are age 50 or older by the end of the calendar year, you may elect to make additional before- tax contributions of up to $6,000 in 2017 (“Catch-Up Contributions”) (subject to adjustment under the Code in future years for cost of living changes). To make Catch-Up Contributions, the following rules apply:  You must be age 50 on or prior to the last day of the calendar year to which the Catch-Up Contributions apply.  Catch-Up Contributions are made only on a before-tax basis and in specified dollar amounts.  You must reach the Code limit for before-tax contributions ($18,000 in 2017) without Catch-Up Contributions.  All Catch-Up Contributions are made through payroll deductions.  Catch-Up Contributions are not eligible for any Employer matching contributions. After-Tax Contributions Unless otherwise indicated in the Appendix applicable to your Participating Bargaining Unit, you may contribute from 1% up to 50% (in one percent increments) of your Compensation in after-tax contributions; subject to the limit of 50% of Compensation for the sum of these contributions and before-tax contributions (subject to any further limitations for your Participating Bargaining Unit as set forth in the Appendix). After-tax contributions don’t reduce your current income taxes. However, the investment earnings on these amounts are tax-deferred. This means that when your after-tax contributions VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 10 of 55 Your Plan Benefits You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 7 amount is distributed from the Plan, you must pay taxes on the investment earnings attributable to these after-tax contributions. The after-tax contributions themselves, are not subject to additional taxation upon distribution. With after-tax contributions, your money is more accessible. If you need money before you retire, you can withdraw some or all of your after-tax contributions. However, please remember that the main goal of the Plan is to help you build your retirement savings. How to Change Your Before-Tax and/or After-Tax Contribution Percentage You can increase or decrease the percentage or amount you contribute, or suspend contributions, to the Plan at any time. To change your contribution percentages, you must contact Vanguard. Changes will be processed as soon as administratively feasible. However, remember that these changes are subject to applicable Code limits and may, accordingly, be restricted. Savers Credit Depending on your adjusted gross income (“AGI”) level and your filing status (if with respect to the 2017 tax year it is less than: $31,000 if you are filing as single; $46,500 if you are filing as a head of household; or $62,000, if you are married filing jointly) you may be eligible for a tax credit of up to $1,000 on your federal income taxes equal to a percentage of your before-tax and after-tax contributions. A tax credit reduces the federal income tax you pay dollar-for-dollar. 2017 Saver’s Credit Married Filing Jointly AGI Head of Household AGI All Other Filers AGI Credit Percentage Maximum Credit Amount AGI not more than $37,000 AGI not more than $27,750 AGI not more than $18,500 50% $1,000 $37,001 - $40,000 $27,751 - $30,000 $18,501 - $20,000 20% $400 $40,001 - $62,000 $30,001 - $46,500 $20,001 - $31,000 10% $200 more than $62,000 more than $46,500 more than $31,000 0% $0 Please consult your tax advisor for further information. The income levels for which the tax credit is available may be indexed for cost of living adjustments after 2017. Employer Contributions Please refer to the Appendix to this summary applicable to your Participating Bargaining Unit for a description of the Employer contributions that may be credited to your Account. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 11 of 55 Your Plan Benefits You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 8 Rollover Contributions If you participated in another employer’s eligible retirement plan, such as a previous employer’s 401(k) savings plan, or if you have an IRA that is eligible to be rolled over, you may rollover distributions from such plans or IRAs into your Account. A direct rollover into your Account is also possible. Please contact Vanguard. CODE LIMITATIONS Dollar Limits  Before-tax contributions As mentioned above, the Code imposes a dollar limit on the before-tax contributions you may direct to the Plan in a calendar year - $18,000 for 2017, subject to adjustment under the Code in future years for cost of living changes. This limit applies to all 401(k) plans in which you may participate during a year. If you participate in more than one plan (for example, if you have changed employers during the year), you must monitor your before- tax contributions to make sure you don’t surpass the limit. If you exceed the limit for a calendar year, contact the HR Employee Service Center to request a refund of any before- tax contributions that are over the Code limit, and their earnings, before March 1 of the following year.  Catch-Up Contributions In 2017, Catch-Up Contributions are capped at $6,000, which amount also is subject to adjustment in future years. Catch-Up Contributions do not count toward the limit for before-tax contributions. The following chart shows the total amount of before-tax contributions you could direct into your Account in 2017: Before-Tax Code Limit (2017) Catch-Up Contributions Age 50 or Older (2017) Total Before-Tax Code Limit with Catch-Up Contributions (2017) $18,000 $6,000 $24,000  Aggregate contributions There is also a limit under the Code on the total amount you and your Employer can contribute to the Plan. For 2017, no more than $54,000 can be deposited into your Account in the combined form of before-tax and after-tax contributions, and Employer contributions. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 12 of 55 Your Plan Benefits You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 9 Other Code Limits There is a limit on the amount of your Compensation that can be considered for Plan contribution purposes ($270,000 for 2017, subject to adjustment under the Code in future years for cost of living changes). The Plan must meet certain testing requirements that compare the rate of before-tax contributions of highly compensated employees (employees with compensation of $120,000 or more in 2016, and indexed for later years) versus non-highly compensated employees. If you are considered a highly compensated employee and the Plan does not meet the applicable testing requirement, your before-tax contributions may need to be lowered or returned to meet Code limitations. VESTING You are immediately vested in your before-tax and after-tax contributions, and any amounts you rollover into your Account. You became 100% vested with respect to Employer contributions when you complete one Year of Service unless otherwise provided in the applicable Appendix for your Participating Bargaining Unit. You also become 100% vested with respect to Employer contributions if when employed by an Employer or an Affiliated Employer you retire on or after reaching age 65, you become Disabled or you die. FORFEITURES If you terminate your employment with your Employer (and all Affiliated Employers), you forfeit any non-vested Employer contributions (plus allocable earnings) credited to your Account. However, if you return to work for the Company or an Affiliated Employer within five consecutive years, that forfeited amount, if any, will be restored. If you return to work five years or more after the date your service was terminated, no forfeited amounts will be restored to your Account. INVESTMENTS Participant Directed Investments The Plan offers different options in which you can invest your Account balance. You may invest in any of the investment options provided to you in multiples of one percent. Your investment elections apply to all contributions credited to your Account. The investment options available for investment at your direction that you may presently choose from are described on Vanguard’s website, and which may be accessed 24 hours a day, 7 days a week. Before you invest in any of the investment options, please read their prospectuses carefully. If you do not make an investment election, any contributions credited to your Account will be invested in the Target Date Fund with a target retirement date closest to your 65th birthday. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 13 of 55 Your Plan Benefits You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 10 Important Note About Investing The Plan is intended to comply with Section 404(c) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Under Section 404(c) of ERISA, the Plan’s fiduciaries, including the Committee, will be relieved of liability for any losses which result from your investment directions (or you not providing investment directions). You exercise control over the assets in your Account by directing how amounts credited to your Account are invested in the available investment options. The Plan’s fiduciaries make no representations regarding, and have no responsibility for, the performance of any investment you make or have made with respect to your Account. Vanguard will provide you with the information required under ERISA Section 404(c) with respect to the investment options. If you want additional information about any investment option, you may request any of the following by contacting Vanguard:  a description of the annual operating expenses of each investment option (e.g., investment management fees, administrative fees and transaction costs);  prospectuses, financial statements and reports, plus any other material available to the Plan which relates to the investment options;  a periodic listing of the assets comprising the portfolio of each investment option, and the value of each such asset; and  information concerning the value of shares or units of the investment options as well as their past and current investment performance, determined after expenses. How to Track Your Investments You will receive quarterly statements from Vanguard with respect to your Account. These statements and the Vanguard website enable you to determine:  Your investment results,  The opening and closing balances for each investment option,  The breakout of before-tax and after-tax contributions within each investment option,  The contributions credited to your Account,  Any debits (such as fees) to your Account,  Any transfers you have made between the funds,  Any loans, withdrawals or repayments you have made, and  Your vested balance. You don’t have to wait for your quarterly statement to find out your Account balance. You may contact Vanguard at any time. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 14 of 55 Your Plan Benefits You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 11 How to Redirect Investment of Your Future Contributions You can redirect the investment of the future contributions credited to your Account at any time. Contact Vanguard to do so. How to Transfer Your Existing Investment Fund Balances In general, you can transfer your existing Account balances between funds at any time. To do so, you need to contact Vanguard. LOAN PROVISIONS The Plan lets you borrow from your Account if you need money before you retire. The loan amount will not be subject to taxation as long as the loan is repaid. Your loan repayments plus interest will be credited to your Account. How to Apply for a Loan You can request a loan by contacting Vanguard. Vanguard will process your application in accordance with Plan procedures, and, if you are approved, mail a check directly to you. They will also contact your Employer and let them know how much to deduct from your paycheck each pay period to repay the loan. There is a loan processing fee for each loan that you request. You will be charged a reduced loan processing fee if you submit your loan request to Vanguard online. Loan Conditions Here’s how the loan feature works:  You may borrow a minimum of $1,000 and up to a maximum of $50,000 from your Plan Account, but no more than 50% of your vested Account balance.  The maximum amount you may borrow may further be reduced as follows: – If you request an additional loan, or request a loan within one year of repaying a previous loan, your new loan is reduced by the highest outstanding loan balance during the preceding 12 months.  You may have no more than three outstanding loans at one time.  There is a loan-processing fee each time you apply for a loan.  You must repay your loan within five years unless the loan is used to purchase your primary residence, in which case you must repay your loan within 30 years (see Repaying Your Loan for more information). Repaying Your Loan Below are the requirements for repaying your loan: VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 15 of 55 Your Plan Benefits You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 12 The interest rate on your loan is fixed. Contact Vanguard for the interest rate currently applicable for loans under the Plan. Keep in mind that you are paying this interest back into your Account.  You may not refinance a loan.  You have 5 years to repay your loan — 30 years if the loan is for your primary residence.  You repay your loan through regular consecutive payroll deductions.  Your loan repayments are allocated among the investment funds in the same percentages as applies to your current Account contributions.  You may prepay your loan in full at any time. To pay off your loan, contact Vanguard for your loan payoff amount and prepay your loan directly to Vanguard. Vanguard will notify your Employer that your loan has been paid to stop the payroll deduction. Loan Default Your loan will be considered to be in default if:  Your loan has not been fully repaid by the end of your loan period, or, if earlier  Your loan has not been repaid prior to your termination of employment with your Employer. If your loan goes into default, your remaining loan principal amount will be treated as a distribution and you will be subject to regular income taxes plus, under certain circumstances, an additional 10% early withdrawal tax. You may only avoid such tax consequences by rolling over the taxable amount of your unpaid loan principal into another eligible retirement plan, if such plan will accept it, within 60 days of the date your unpaid loan principal is distributed from the Plan. WITHDRAWALS Keep in mind the purpose of the Plan is for you to save for your retirement. However, under certain circumstances described below, you may withdraw money from your Account while you are still employed by your Employer. Contact Vanguard directly for more information about these withdrawals and how to apply. Hardship Withdrawals A fee may be charged for processing a hardship withdrawal. You may make a hardship withdrawal from your before-tax contributions (but not earnings on these contributions) under the following conditions. 1. Immediate and heavy financial need — A hardship withdrawal is available in the event of an immediate and heavy financial need arising from: VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 16 of 55 Your Plan Benefits You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 13  Expenses for, or to obtain, medical care described in Section 213(d) of the Code previously incurred by you, your spouse or primary Beneficiary or any of your dependents (as defined in Code Section 152);  Costs directly related to the purchase of your principal residence (excluding mortgage payments);  The payment of tuition and related educational fees and room and board expenses for the next 12 months of post-secondary education for you, your spouse, children, primary Beneficiary or dependents (as defined in Code Section 152);  Payments necessary to prevent eviction from your principal residence or foreclosure on the mortgage on that principal residence;  Burial and funeral expenses for your deceased parent, spouse, children, primary Beneficiary or dependents (as defined in Code Section 152); or  Certain expenses for the repair of damage to your principal residence that qualify for a casualty loss deduction under the Code. The determination of whether there is an immediate and heavy financial need as defined above shall be made solely on the basis of written evidence furnished by you. You will need to provide written evidence of your hardship. 2. Distribution of amount necessary to meet need — Prior to obtaining a hardship withdrawal, you must first obtain all other distributions (other than hardship withdrawals) and all nontaxable loans currently available under the Plan and all other plans maintained by the Employers. The amount available for withdrawal may not exceed the amount determined necessary to meet the need created by the hardship (but not in excess of the value of your before-tax contributions). The amount necessary to meet the need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated resulting from the withdrawal. 3. Effect of a hardship withdrawal — If you receive a hardship withdrawal, then your before and after-tax contributions will be suspended for the 6-month period beginning with the date you receive the withdrawal. In-Service Withdrawals After Age 59½ If you have reached age 59½, you may make a withdrawal from your Account for any reason. Any such withdrawal will be in the amount you specify, but not more than the vested value of your Account. Employer contributions are only available for withdrawal if they have been in the Plan for at least two years, or you have completed at least five Years of Service. In-Service Withdrawals Before Age 59½ If you are employed with an Employer and have not reached age 59½, you may make a withdrawal from your after-tax contribution or rollover contribution sub-accounts for any reason. Once the full amount of your after-tax contributions and rollover contributions have been withdrawn, you may withdraw the vested portion of your Employer contributions provided such VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 17 of 55 Your Plan Benefits You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 14 amount has been in the Plan for at least two years. If you have completed at least five Years of Service, the two-year requirement shall not apply. Disability Withdrawals You may make a withdrawal from any one or more of your sub-accounts if you become Disabled, although you have not otherwise separated from service from your Employer. RECEIVING BENEFITS Account Distributions You (or in the event of your death, your Beneficiary) may receive a distribution of your Plan Account when:  you are no longer an employee of an Employer or an Affiliated Employer;  you retire; or  you die. If any of these events occur, you (or in the event of your death, your Beneficiary) may elect to receive your vested Account balance. The following sections explain your Account distribution options. When You Are No Longer an Employee of Your Employer and its Affiliated Employers When you are no longer an employee of your Employer and its Affiliated Employers, you may elect a distribution of your vested Account balance. Alternatively, you can maintain the tax- deferred status of your retirement funds by leaving your Account in the Plan. However, distribution of your Account must begin by April 1 of the year following the year in which you reach age 70½, unless you are still employed with an Employer or an Affiliated Employer. If you are still employed with an Employer or an Affiliated Employer, you may defer distribution of your Account until you actually retire. How Your Account Balance Is Paid You may elect for your vested Account balance to be distributed in a lump sum, in installments or to be directly rolled over to an IRA or to an eligible retirement plan of another employer that accepts rollovers. If you elect to receive your distribution in installments, you may choose substantially equal monthly, quarterly or annual installments over a period certain not to exceed the lesser of 10 years or a period measured by your life expectancy. Contact Vanguard to make your election. After you make your distribution election, you will receive a confirmation statement. If you elect a lump sum or installment distribution, you will also receive a Special Tax Notice and Direct Rollover Election Form. You must return the Direct Rollover Election Form to the HR Employee Service Center on a timely basis, or your request will be canceled. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 18 of 55 Your Plan Benefits You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 15 Rollover 1. Direct Rollover As an alternative to a cash lump sum or installment distribution, you may request that your distribution be rolled over directly into an IRA, or another employer’s eligible retirement plan. You may rollover your after-tax contributions plus the earnings on these after-tax contributions, if any, only to an IRA or directly to an employer’s eligible retirement plan that accepts after-tax rollovers. Your payment must be at least $200 if you elect to transfer the entire amount of the distribution. 2. Distribution Followed by Rollover You are permitted to make a rollover of the distribution you receive to an IRA or another eligible retirement plan that will accept the rollover if you do so within 60 days of the date you receive the distribution. If you elect the rollover option, a 20% federal income tax withholding will apply. The only way to avoid federal income tax withholding at distribution is to elect the direct rollover option. Payment of Small Amounts If the value of your vested Account (not including your Rollover Contribution sub-account) at the time you retire or terminate employment is $1,000 or less, your Account balance will be paid to you in a lump sum as soon as practicable following your retirement or termination of employment. If the value of your vested Account exceeds $1,000 but is not more than $5,000, your Account balance will automatically be transferred to an IRA to be established in your name, unless you affirmatively elect to receive a lump sum distribution or to directly rollover the distribution to another IRA or another employer’s eligible retirement plan. You may elect a direct rollover of your Account balance by completing and returning a Direct Rollover Election Form to the HR Employee Service Center. If You Die Before Distribution If you die before receiving any distribution, your Beneficiary will receive the full value of your Account in a lump sum. If you are married at the time of your death, your Beneficiary is your spouse unless he or she has consented in writing before a notary public to your designation of another Beneficiary. If you die while receiving distributions under an installment option, any additional installments due can continue, or be paid to your Beneficiary in a lump sum. If your Beneficiary chooses to continue installment payments, they will continue for the remainder of the designated payment period, provided the remaining payment period does not exceed your Beneficiary’s life expectancy. If your surviving spouse is entitled to receive an eligible distribution due to your death, your spouse also has the option of authorizing a direct transfer to an IRA or other eligible retirement plan. If your non-spouse Beneficiary is entitled to receive an eligible distribution due to your VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 19 of 55 Your Plan Benefits You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 16 death, the non-spouse Beneficiary only has the option of authorizing a direct transfer to an IRA. The only way to avoid the 20% federal income tax withholding is through a direct rollover. Note that your Beneficiary will have to supply the HR Employee Service Center with proof of your death. Please contact the HR Employee Service Center for the necessary forms. Benefits May Not Be Transferred In general, your benefits may not be assigned or claimed by creditors. However, payment of benefits to an alternate payee (e.g., your former spouse) will be authorized to comply with a Qualified Domestic Relations Order (“QDRO”). A QDRO is a judicial decree, judgment or order related to child support, alimony payments or marital property rights under a state domestic relations law. If you need a copy of the Plan’s QDRO procedures, which are available free of charge, please contact the HR Employee Service Center. Plan Not Eligible for PBGC Insurance This Plan is a 401(k) profit sharing plan and as such is not covered by the Pension Guaranty Corporation (“PBGC”) plan termination insurance program. IMPORTANT TAX INFORMATION The Plan enjoys certain tax advantages because it is intended to be a long-term savings program for retirement. For example, under current federal income tax law, money in your Plan Account is not taxable while it is held in the Plan (other than after-tax contributions). You (or in the event of your death, your Beneficiary) will owe income taxes on the taxable portion of your distribution when you receive the money. In addition to ordinary income taxes, you also may owe a 10% penalty tax on the taxable portion of any distribution you receive before you reach age 59½. The 10% penalty tax will not apply in these situations:  Your Account is paid to you if you terminate employment with your Employer and its Affiliated Employers on or after reaching age 55.  Your Account is paid to you because you become disabled (as defined under the Code).  Your Account is paid to your Beneficiary in the event of your death.  You receive a distribution in a year in which you have deductible medical expenses in excess of 7.5% of your adjusted gross income (only the portion of the distribution in excess of 7.5% of your adjusted gross income is not subject to penalty).  Payment is directed to another person by a QDRO.  You rollover or directly transfer the taxable amount of your Account to an IRA or another employer’s eligible retirement plan; or  Payment is being made in installments over your life expectancy. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 20 of 55 Your Plan Benefits You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 17 Tax laws change from time to time, and the tax impact of receiving payments from the Plan will vary with your individual situation. Because your Employer cannot give tax advice or counsel, you should consult a professional tax advisor or financial expert for specific advice about your circumstances. CLAIMS PROCEDURES How to File a Claim You or your Beneficiary are expected to apply for your Plan benefits. Generally, they are not paid automatically. If you think an error has been made in determining your benefits under the Plan, you or your beneficiaries may file a claim with the Company’s Senior Vice President of Human Resources. If Your Claim is Denied If your claim is denied in whole or in part, the Senior Vice President of Human Resources will notify you (or your Beneficiary) in writing or via e-mail within 90 days after filing. In the event of special circumstances, the Senior Vice President of Human Resources may extend the period for a determination for up to an additional 90 days, in which case you will be so advised prior to the end of the initial 90-day period. The notice will include:  The reason for the denial, with reference to the specific Plan provision(s) on which the denial was based,  A description of any material necessary to process the claim properly and the reason(s) why the materials are needed, and  An explanation of the claims review procedure, the time limits applicable to such procedure, and your right to bring a civil action under Section 502(a) of ERISA. Your Right to Appeal Within 60 days after receiving your denial, you (or your Beneficiary) may submit a written request for reconsideration to the Committee. Documents or records in support of the appeal should accompany any such request. In addition, you will be provided, upon written request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to your claim. The review will take into account all comments, documents, records and other information you submit relating to your claim. If you fail to request a review within 60 days, it shall be conclusively determined for all purposes that the denial of the claim is correct. The Committee will conduct a full and fair review of your appeal, and will notify you of the decision within 60 days, either in writing or via e-mail. Due to special circumstances, the Committee may extend the period for determination for up to an additional 60 days and will notify you before the end of the initial 60-day period. The decision will include the specific reasons and the Plan provisions on which the decision is based, a statement of your rights to documents, records, etc., as stated above and a statement that you have a right to bring a civil suit under Section 502(a) of ERISA. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 21 of 55 Your Plan Benefits You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 18 In making a decision, the Committee has sole, absolute and discretionary authority in interpreting the meaning of Plan provisions and in determining all questions arising under the Plan, including, but not limited to, eligibility for benefits. The Committee’s decision shall be final and binding on Plan participants and all other parties to the maximum extent allowed by law. You must fully exercise all claim and appeal rights provided herein prior to bringing a civil action under ERISA Section 502(a) to recover benefits due to you under the terms of the Plan, to enforce your rights under the terms of the Plan or to clarify your rights to future benefits under the terms of the Plan. Furthermore, you may not bring any court action seeking review of an appeal denial later than one (1) year after you have exhausted all your claim and appeal rights set forth above. All actions or litigation arising out of or relating to the Plan must be commenced and prosecuted in the federal district court whose jurisdiction includes Paramus, New Jersey. As a condition to participation in this Plan, you (or any other person whose claim relates to participation in the Plan) is deemed to have consented to the personal jurisdiction over you of that federal district court in respect of any such actions or litigation, and you (or any other person whose claim relates to participation in the Plan) also are deemed to have consented to service of process with respect to any such actions or litigation by registered mail, return receipt requested, or by any other means permitted by rule or law. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 22 of 55 Important Administrative Information 19 37699016v.5 GENERAL PLAN INFORMATION This section of the summary includes administrative information as well as material specified by ERISA. ERISA is a body of law governing certain employee benefits. The information in this section complements the material in the other sections so that together they provide a complete Summary Plan Description, as defined by ERISA. Plan Sponsor SUEZ Water Resources Inc. 461 From Road Paramus, NJ 07652 Tel: (201) 767-9300 Plan Type Profit sharing plan with a cash or deferred (401(k)) arrangement. Plan Name SUEZ Water Resources Inc. Collectively Bargained 401(k) Plan Plan Number 004 Plan Year January 1 to December 31 Employer Identification Number 71-0005226 Plan Administrator The Company is designated as the Plan Administrator. The day-to-day operation of the Plan has been delegated to the Company’s Human Resources Department. You can contact the Plan Administrator and/or Human Resources Department as follows: SUEZ Water Resources Inc. c/o Senior Vice President of Human Resources 461 From Road Paramus, NJ 07652 Tel: (201)-767-9300 VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 23 of 55 Important Administrative Information You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 20 37699016v.5 Agent for Service of Legal Process Any legal process against the Plan in the event of a dispute over claims should be served as follows: SUEZ Water Resources Inc. c/o Senior Vice President of Human Resources 461 From Road Paramus, NJ 07652 Tel: (201)-767-9300 Trustee The Plan trustee is: Vanguard Fiduciary Trust Company Vanguard Financial Center Box 2600 Valley Forge, PA 19482 Plan Funding The Plan is funded through contributions made by participants and Employers. Plan Amendment and Termination The Company expects and intends to continue the Plan, but reserves the right to amend, change, or terminate the Plan, in whole or in part, at any time and for any reason, in accordance with applicable law. If the Plan is amended, the amendment will not affect or reduce any benefits payable prior to the amendment. If the Plan is terminated, all contributions made on your behalf will be 100% vested regardless of your accumulated Years of Service. In general, the Plan assets may not be returned to a contributing Employer, except under specific circumstances described under applicable law. Important Note Your eligibility or your right to benefits under the Plan should not be interpreted as a guarantee of employment. Participation in the Plan does not interfere with the right of your Employer to terminate your employment at any time, whether or not for cause, with or without notice. YOUR RIGHTS UNDER ERISA As a participant in the Plan, you are entitled to certain rights and protections under ERISA. ERISA allows Plan participants to: VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 24 of 55 Important Administrative Information You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 21 37699016v.5  Examine, without charge, at the Plan Administrator’s office and at major locations of the Employer, copies of all Plan documents and copies of all documents filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration, such as the latest detailed annual report (Form 5500 series).  Obtain copies of all Plan documents and other Plan information including the latest detailed annual report (Form 5500 series) and updated Summary Plan Description upon written request to the Plan Administrator. The Plan Administrator may charge a reasonable fee for the copies.  Receive a summary of the Plan’s annual financial report. The Plan Administrator is required by law to furnish you and any other participant with a copy of this summary annual report each year.  Get a statement at least once a year notifying you of the total benefits that you have accumulated under the Plan and whether you have a right to receive a benefit at normal retirement age (age 65). In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate the Plan (fiduciaries) have a duty to do so prudently, in your interest and that of other Plan participants and Beneficiaries. Another ERISA-guaranteed right states that no one — including your Employer, or any other person — may fire you or otherwise discriminate against you in any way to prevent you from obtaining a Plan benefit or exercising your rights under ERISA. If your claim for a Plan benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial. You have a right to obtain copies of documents relating to the decision without charge and to have the Plan Administrator review and reconsider your benefit claim. Because your rights under ERISA are protected by law, you can also file suit if the need ever arises. For example, if you request materials from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay a fine of up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If your claim for benefits is denied or ignored, in whole or in part, or if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit as directed under the Plan (see How to File a Claim for more information). If you believe Plan fiduciaries misuse the Plan’s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor. You also may file suit in a federal district court whose jurisdiction includes Paramus, New Jersey. The court may also decide who should pay court costs and legal fees. If your suit is successful, the court may order the person you have sued to pay these costs and fees. If your suit is not successful, the court may order you to pay these costs and fees -- for example, if it finds your claim was frivolous. If you have any questions about the Plan, you should contact the Plan Administrator. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 25 of 55 Important Administrative Information You can contact Vanguard at 1-800-523-1188 or at www.vanguard.com 22 37699016v.5 If you have any questions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest area office of the Employee Benefits Security Administration, U.S. Department of Labor, which is listed in your telephone directory, or write to the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the Publications hotline of the Employee Benefits Security Administration. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 26 of 55 37699016v.5 APPENDIX FOR UTILITY WORKERS UNION OF AMERICA LOCAL 516 (BLOOMSBURG, PA) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the Utility Workers Union of America, Local 516 (Bloomsburg, PA). EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION ☐ If you were hired prior to January 1, 2011 and are not capped at 40 Years of Benefit Service under the SUEZ Water Resources Inc. Retirement Plan (the “SUEZ Retirement Plan”) Your Employer will match 50% of the first 6% of your Compensation you contribute as before and after-tax contributions to the Plan. ☐ If you were hired on or after January 1, 2011 OR you were hired prior to January 1, 2011, and your Years of Benefit Service under the SUEZ Retirement Plan are capped Your Employer will match 50% of the first 8% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. AGE-BASED CONTRIBUTION You will receive an Age-Based Contribution if you are in one of the following groups: ☐ You were hired before January 1, 2011 and your benefit accruals under the SUEZ Retirement Plan are capped Your Age-Based Contribution will be equal to 4% of your Compensation for the Plan Year. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 27 of 55 2 37699016v.5 ☐ You were hired before January 1, 2011 and your benefit accruals under the SUEZ Retirement Plan are not capped You will not receive an Age-Based Contribution until your benefit accruals are capped. When your benefit accruals are capped, your Age-Based Contribution will be equal to 4% of your Compensation for the Plan Year ☐ You were hired on or after January 1, 2011 Your Age-Based Contribution will be based on the formula in the following chart: Age Age-Based Contribution Age 50 or older by January 1 of the determination year 4% of Compensation Age 40 to 49 by January 1 of the determination year 3% of Compensation Age 30 to 39 by January 1 of the determination year 2% of Compensation Younger than age 30 on January 1 of the determination year 1% of Compensation You do not have to make before and/or after-tax contributions to the Plan in order to receive the Age-Based Contribution. However, you will not receive an Age-Based Contribution if you: (i) are not employed with your Employer or an Affiliated Employer on the last day of the calendar year; or (ii) were hired before January 1, 2011 and your benefit accruals under the SUEZ Retirement Plan are not capped. The Age-Based Contribution, if you meet the requirements, will be deposited into your Account in the first quarter of the following year, and is entirely Employer funded. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 28 of 55 37699016v.5 APPENDIX FOR UNITED STEEL WORKERS OF AMERICA LOCAL 15509-B (EAST PROVIDENCE, RI) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the United Steel Workers of America, Local 15509-B (East Providence, RI). EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION ☐ If you were hired prior to or on April 11, 2010 Your Employer will match 100% of the first 7% of your Compensation you contribute as before and after-tax contributions to the Plan. ☐ If you were hired after April 11, 2010 Your Employer will match 50% of the first 6% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 29 of 55 37699016v.5 APPENDIX FOR UTILITY WORKERS UNION OF AMERICA LOCAL 489 (HARRISBURG, PA) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the Utility Workers Union of America, Local 489 (Harrisburg, PA). EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION ☐ If you were hired prior to April 11, 2012 and are not capped at 40 Years of Benefit Service under the SUEZ Water Resources Inc. Retirement Plan (the “SUEZ Retirement Plan”) Your Employer will match 50% of the first 6% of your Compensation you contribute as before and after-tax contributions to the Plan. ☐ If you were hired after April 11, 2012 OR you were hired prior to April 11, 2012, and your Years of Benefit Service under the SUEZ Retirement Plan are capped Your Employer will match 50% of the first 8% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. AGE-BASED CONTRIBUTION You will receive an Age-Based Contribution if you are in one of the following groups: ☐ You were hired before April 11, 2012 and your benefit accruals under the SUEZ Retirement Plan are capped Your Age-Based Contribution will be equal to 4% of your Compensation for the Plan Year. ☐ You were hired before April 11, 2012 and your benefit accruals under the SUEZ Retirement Plan are not capped You will not receive an Age-Based Contribution until your benefit accruals are capped. When your benefit accruals are capped, your Age-Based Contribution will be equal to 4% of your Compensation for the Plan Year. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 30 of 55 2 37699016v.5 ☐ You were hired on or after April 11, 2012 Your Age-Based Contribution will be based on the formula in the following chart: Age Age-Based Contribution Age 50 or older by January 1 of the determination year 4% of Compensation Age 40 to 49 by January 1 of the determination year 3% of Compensation Age 30 to 39 by January 1 of the determination year 2% of Compensation Younger than age 30 on January 1 of the determination year 1% of Compensation You do not have to make before and/or after-tax contributions the Plan in order to receive the Age-Based Contribution. However, you will not receive an Age-Based Contribution if you: (i) are not employed with your Employer or an Affiliated Company on the last day of the calendar year; or (ii) were hired before April 11, 2012 and your benefit accruals under the SUEZ Retirement Plan are not capped. The Age-Based Contribution, if you meet the requirements, will be deposited into your Account in the first quarter of the following year, and is entirely Employer funded. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 31 of 55 37699016v.5 APPENDIX FOR INDEPENDENT UNION (HOLYOKE, MA) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the Independent Union (Holyoke, MA). EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION Your Employer will match 100% of the first 3% of your Compensation you contribute as before and after-tax contributions to the Plan, and 50% of the next 2% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 32 of 55 37699016v.5 APPENDIX FOR AMERICAN FEDERATION OF STATE, COUNTY & MUNICIPAL EMPLOYEES, COUNCIL 25 LOCAL 1659 (HURON VALLEY, MI) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the American Federation of State, County & Municipal Employees, Council 25, Local 1659 (Huron Valley, MI). EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION Your Employer will match 100% of the first 3% of your Compensation you contribute as before and after-tax contribution to the Plan, and 50% of the next 2% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 33 of 55 37699016v.5 APPENDIX FOR UNITED ASSOCIATION OF JOURNEYMEN AND APPRENTICES OF THE PLUMBING AND PIPE FITTING INDUSTRY OF THE UNITED STATES AND CANADA, U.A. LOCAL 296 (IDAHO) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the United Association of Journeymen and Apprentices of the Plumbing and Pipe Fitting Industry of the United States and Canada, U.A. Local 296 (Idaho). EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION ☐ If you were hired prior to April 1, 2011 Your Employer will match 50% of the first 6% of your Compensation you contribute as before and after-tax contributions to the Plan. ☐ If you were hired on or after April 1, 2011 Your Employer will match 50% of the first 8% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. OTHER EMPLOYER CONTRIBUTION ☐ If you were hired after April 1, 2011 Your Employer will contribute 1.5% of your Compensation into your Account. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 34 of 55 37699016v.5 APPENDIX FOR UTILITY WORKERS UNION OF AMERICA LOCAL 375 (JERSEY CITY, NJ) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the Utility Workers Union of America, Local 375 (Jersey City, NJ). EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION ☐ If you were hired prior to February 1, 2011 and are not capped at 40 Years of Benefit Service under the SUEZ Water Resources Inc. Retirement Plan (the “SUEZ Retirement Plan”) Your Employer will match 50% of the first 6% of your Compensation you contribute as before and after-tax contributions to the Plan. ☐ If you were hired on or after February 1, 2011 OR you were hired prior to February 1, 2011, and your Years of Benefit Service under the SUEZ Retirement Plan are capped Your Employer will match 50% of the first 8% of your before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. AGE-BASED CONTRIBUTION You will receive an Age-Based Contribution if you are in one of the following groups: ☐ You were hired before February 1, 2011 and your benefit accruals under both the SUEZ Retirement Plan, and the SUEZ Water Environmental Services Inc. Pension Plan (the “SUEZ Environmental Pension Plan”) are capped Your Age-Based Contribution will be equal to 4% of your Compensation for the Plan Year. ☐ You were hired before February 1, 2011 and your benefit accruals under both the SUEZ Retirement Plan and the SUEZ Environmental Pension Plan are not capped You will not receive an Age-Based Contribution until your benefit accruals are capped. When your benefit accruals are capped, your Age-Based Contribution will be equal to 4% of your Compensation for the Plan Year. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 35 of 55 2 37699016v.5 ☐ You were hired on or after February 1, 2011 Your Age-Based Contribution will be based on the formula in the following chart: Age Age-Based Contribution Age 50 or older by January 1 of the determination year 4% of Compensation Age 40 to 49 by January 1 of the determination year 3% of Compensation Age 30 to 39 by January 1 of the determination year 2% of Compensation Younger than age 30 on January 1 of the determination year 1% of Compensation You do not have to make before and/or after tax contributions to the Plan in order to receive the Age-Based Contribution. However, you will not receive an Age-Based Contribution if you: (i) are not employed with your Employer or Affiliated Employer on the last day of the calendar year; or (ii) were hired before February 1, 2011 and your benefit accruals under the SUEZ Retirement Plan are not capped. The Age-Based Contribution, if you meet the requirements, will be deposited into your Account in the first quarter of the following year, and is entirely Employer funded. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 36 of 55 37699016v.5 APPENDIX FOR AMERICAN FEDERATION OF STATE, COUNTY & MUNICIPAL EMPLOYEES, COUNCIL 4 This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the American Federation of State, County & Municipal Employees, Council 4, Local 1303-441 (Killingly, CT). EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION Your Employer will match 50% of the first 6% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution and will be deposited into your Account at the same time as your before and after-tax contributions. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 37 of 55 37699016v.5 APPENDIX FOR TEAMSTERS LOCAL 676 (MIDDLETOWN, PA) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by Teamsters, Local 676 (Middletown, PA). ELIGIBILITY You are eligible to participate in the Plan if: ☐ You are hired on or after January 1, 2015; or ☐ You are a transitioned employee, and elected to retire from the Borough of Middletown; or ☐ You are a transitioned employee, and are no longer eligible to participate in the Defined Benefit Plan offered by the Borough of Middletown. EMPLOYER CONTRIBUTIONS A. MATCHING CONTRIBUTION Your Employer will match 1/4 of the first 1% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. B. OTHER MATCHING CONTRIBUTION Notwithstanding the above, if you are an enrolled transitioned employee contributing 5% of your Compensation to the Plan, your Employer will make a deposit into your Account equal to a 15% match of your contribution. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 38 of 55 37699016v.5 APPENDIX FOR UTILITY WORKERS UNION OF AMERICA LOCAL 375 (NEW JERSEY) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the Utility Workers Union of America, Local 375 (New Jersey). This Appendix does not apply to employees from Jersey City who are covered under a separate collective bargaining agreement. PARTICIPANT CONTRIBUTIONS AMOUNT OF BEFORE AND/OR AFTER-TAX CONTRIBUTIONS You may only contribute up to 12% (in one percent increments) of your Compensation (which includes overtime) as before and after-tax contributions to the Plan. EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION ☐ If you were hired prior to December 16, 2011 and are not capped at 40 Years of Benefit Service under the SUEZ Water Resources Inc. Retirement Plan (the “SUEZ Retirement Plan”) Your Employer will match 50% of the first 6% of your Compensation (which includes overtime) you contribute as before and after-tax contributions to the Plan. ☐ If you were hired on or after December 16, 2011 OR you were hired prior to December 16, 2011, and your Years of Benefit Service under the SUEZ Retirement Plan are capped Your Employer will match 50% of the first 8% of your Compensation (which includes overtime) you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. AGE-BASED CONTRIBUTION You will receive an Age-Based Contribution if you are in one of the following groups: ☐ You were hired before December 16, 2011 and your benefit accruals under the SUEZ Retirement Plan are capped VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 39 of 55 2 37699016v.5 Your Age-Based Contribution will be equal to 4% of your Compensation (which does not includes overtime) for the Plan Year. ☐ You were hired before December 16, 2011 and your benefit accruals under the SUEZ Retirement Plan are not capped You will not receive an Age-Based Contribution until your benefit accruals are capped. When your benefit accruals are capped, your Age-Based Contribution will be equal to 4% of your Compensation (which does not include overtime) for the Plan Year. ☐ You were hired on or after December 16, 2011 Your Age-Based Contribution will be based on the formula in the following chart: Age Age-Based Contribution Age 50 or older by January 1 of the determination year 4% of Compensation1 Age 40 to 49 by January 1 of the determination year 3% of Compensation1 Age 30 to 39 by January 1 of the determination year 2% of Compensation1 Younger than age 30 on January 1 of the determination year 1% of Compensation1 You do not have to make before and/or after-tax contributions to the Plan in order to receive the Age-Based Contribution. However, you will not receive an Age-Based Contribution if you: (i) are not employed with your Employer or an Affiliated Employer on the last day of the calendar year; or (ii) were hired before December 16, 2011 and your benefit accruals under the SUEZ Retirement Plan are not capped. The Age-Based Contribution, if you meet the requirements, will be deposited into your Account in the first quarter of the following year, and is entirely Employer funded. 1 Compensation for this purpose does not include overtime. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 40 of 55 37699016v.5 APPENDIX FOR UTILITY WORKERS UNION OF AMERICA LOCAL 1-2 (NEW ROCHELLE, NY) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the Utility Workers Union of America, Local 1-2 (New Rochelle, NY). EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION ☐ If you were hired prior to May 1, 2011 and are not capped at 40 Years of Benefit Service under the SUEZ Water Resources Inc. Retirement Plan (the “SUEZ Retirement Plan”) Your Employer, will match 50% of the first 6% of your before and after-tax contributions to the Plan. ☐ If you were hired on or after May 1, 2011 OR you were hired prior to April 30, 2011, and your Years of Benefit Service under the SUEZ Retirement Plan are capped Your Employer will match 50% of the first 8% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. AGE-BASED CONTRIBUTION You will receive an Age-Based Contribution, if you are in one of the following groups: ☐ You were hired before May 1, 2011 and your benefit accruals under the SUEZ Retirement Plan are capped Your Age-Based Contribution will be equal to 4% of your Compensation for the Plan Year. ☐ You were hired before May 1, 2011 and your benefit accruals under the SUEZ Retirement Plan are not capped You will not receive an Age-Based Contribution until your benefit accruals are capped. When your benefit accruals are capped, your Age-Based Contribution will be equal to 4% of your Compensation for the Plan Year. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 41 of 55 2 37699016v.5 ☐ You were hired on or after May 1, 2011 Your Age-Based Contribution will be based on the formula in the following chart: Age Age-Based Contribution Age 50 or older by January 1 of the determination year 4% of Compensation Age 40 to 49 by January 1 of the determination year 3% of Compensation Age 30 to 39 by January 1 of the determination year 2% of Compensation Younger than age 30 on January 1 of the determination year 1% of Compensation You do not have to make before and/or after-tax contributions to the Plan in order to receive the Age-Based Contribution. However, you will not receive an Age-Based Contribution if you: (i) are not employed with your Employer or an Affiliated Employer on the last day of the calendar year; or (ii) were hired before May 1, 2011 and your benefit accruals under the SUEZ Retirement Plan are not capped. The Age-Based Contribution, if you meet the requirements, will be deposited into your Account in the first quarter of the following year, and is entirely Employer funded. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 42 of 55 37699016v.5 APPENDIX FOR AMERICAN FEDERATION OF STATE, COUNTY & MUNICIPAL EMPLOYEES, COUNCIL 94 This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the American Federation of State, County & Municipal Employees, Council 94, Local 911 (Newport, RI). PARTICIPANT CONTRIBUTIONS WHEN PARTICIPATION BEGINS You must first complete 60 days of employment with your Employer before you are eligible to make before or after-tax contributions to the Plan. EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION Your Employer will match 100% of the first 3% of your Compensation you contribute as before and after-tax contributions to the Plan, and 50% of the next 2% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 43 of 55 37699016v.5 APPENDIX FOR AMERICAN FEDERATION OF STATE, COUNTY & MUNICIPAL EMPLOYEES, COUNCIL 94 LOCAL 1012 (PAWTUCKET, RI) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the American Federation of State, County & Municipal Employees, Council 94, Local 1012 (Pawtucket, RI). EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION Your Employer will match 100% of the first 3% of your Compensation you contribute as before and after-tax contributions to the Plan, and 50% of the next 2% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 44 of 55 37699016v.5 APPENDIX FOR INTERNATIONAL UNION OF OPERATING ENGINEERS LOCAL 547 (PORTAGE, MI) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the International Union of Operating Engineers, Local 547 (Portage, MI). EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION Your Employer will match 100% of the first 3% of your Compensation you contribute as before and after-tax contributions to the Plan, and 50% of the next 2% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 45 of 55 37699016v.5 APPENDIX FOR AMERICAN FEDERATION OF STATE, COUNTY & MUNICIPAL EMPLOYEES LOCAL 1303-306 (RIDGEFIELD, CT) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the American Federation of State, County & Municipal Employees, Local 1303-306 (Ridgefield, CT). EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION Your Employer will match 100% of the first 3% of your Compensation you contribute as before and after-tax contributions to the Plan, and 50% of the next 2% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 46 of 55 37699016v.5 APPENDIX FOR AMERICAN FEDERATION OF STATE, COUNTY & MUNICIPAL EMPLOYEES, COUNCIL 93 LOCAL 3065-A (SPRINGFIELD, MA) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the American Federation of State, County & Municipal Employees, Council 93, Local 3065-A (Springfield, MA). PARTICIPANT CONTRIBUTIONS WHEN PARTICIPATION BEGINS You must first complete six (6) months of employment with your Employer before you are eligible to make before or after-tax contributions to the Plan. BEFORE AND/OR AFTER-TAX CONTRIBUTIONS You may only contribute up to 15% (in one percent increments) of your Compensation as before and/or after-tax contributions to the Plan. EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION Your Employer will match 100% of the first 5% of your Compensation you contribute as before and after-tax contributions to the Plan. VESTING You are at all times 100% vested in your Employer contributions. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 47 of 55 37699016v.5 APPENDIX FOR UNITED FOOD AND COMMERCIAL WORKERS UNION LOCAL 1459 (SPRINGFIELD, MA) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the United Food and Commercial Workers Union, Local 1459 (Springfield, MA). PARTICIPANT CONTRIBUTIONS BEFORE AND/OR AFTER-TAX CONTRIBUTIONS You may only contribute up to 15% (in one percent increments) of your Compensation as before and/or after-tax contributions to the Plan. MATCHING CONTRIBUTION Your Employer will match 100% of the first 5% of your Compensation you contribute as before and after-tax contributions to the Plan. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 48 of 55 37699016v.5 APPENDIX FOR AMERICAN FEDERATION OF STATE, COUNTY & MUNICIPAL EMPLOYEES LOCAL 1303-232 (STONINGTON, CT) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the American Federation of State, County & Municipal Employees, Local 1303-232 (Stonington, CT). EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION Your Employer will match 100% of the first 3% of your Compensation you contribute as before and after-tax contributions to the Plan and 50% of the next 2% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 49 of 55 37699016v.5 APPENDIX FOR UTILITY WORKERS UNION OF AMERICA LOCAL 503 (TOMS RIVER, NJ) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the Utility Workers Union of America, Local 503 (Toms River, NJ). EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION ☐ You were hired prior to November 18, 2011 and are not capped at 40 Years of Benefit Service under the SUEZ Water Resources Inc. Retirement Plan (the “SUEZ Retirement Plan”) Your Employer will match 50% of the first 6% of your Compensation you contribute as before and after-tax contributions to the Plan. ☐ You were hired on or after November 18, 2011 OR you were hired prior to November 18, 2011, and your Years of Benefit Service under the SUEZ Retirement Plan are capped Your Employer will match 50% of the first 8% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. AGE-BASED CONTRIBUTION You will receive an Age-Based Contribution if you are in one of the following groups: ☐ You were hired before November 18, 2011 and your benefit accruals under the SUEZ Retirement Plan are capped Your Age-Based Contribution will be equal to 4% of your Compensation for the Plan Year. ☐ You were hired before November 18, 2011 and your benefit accruals under the SUEZ Retirement Plan are not capped You will not receive an Age-Based Contribution until your benefit accruals are capped. When your benefit accruals are capped, your Age-Based Contribution will be equal to 4% of your Compensation for the Plan Year. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 50 of 55 2 37699016v.5 ☐ You were hired on or after November 18, 2011 Your Age-Based Contribution will be based on the formula in the following chart: Age Age-Based Contribution Age 50 or older by January 1 of the determination year 4% of Compensation Age 40 to 49 by January 1 of the determination year 3% of Compensation Age 30 to 39 by January 1 of the determination year 2% of Compensation Younger than age 30 on January 1 of the determination year 1% of Compensation You do not have to make before and/or after-tax contributions to the Plan in order to receive the Age-Based Contribution. However, you will not receive an Age-Based Contribution if you: (i) are not employed with your Employer or an Affiliated Employer on the last day of the calendar year; or (ii) were hired before November 18, 2011 and your benefit accruals under the SUEZ Retirement Plan are not capped. The Age-Based Contribution, if you meet the requirements, will be deposited into your Account in the first quarter of the following year, and is entirely Employer funded. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 51 of 55 37699016v.5 APPENDIX FOR INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS UNION LOCAL 363 (WEST NYACK, NY) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the International Brotherhood of Electrical Workers Union, Local 363 (West Nyack, NY). PARTICIPANT CONTRIBUTIONS CATCH-UP CONTRIBUTIONS Catch-up contributions to the Plan are not permitted. EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION ☐ If you were hired prior to September 6, 2012 and are not capped at 40 Years of Benefit Service under the SUEZ Water Resources Inc. Retirement Plan (the “SUEZ Retirement Plan”) Your Employer will match 50% of the first 6% of your Compensation (which includes overtime) you contribute as before and after-tax contributions to the Plan. ☐ If you were hired on or after September 6, 2012 OR you were hired prior to September 7, 2012, and your Years of Benefit Service under the SUEZ Retirement Plan are capped Your Employer will match 50% of the first 8% of your Compensation (which includes overtime) you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. AGE-BASED CONTRIBUTION You will receive an Age-Based Contribution if you are in one of the following groups: ☐ You were hired before September 6, 2012 and your benefit accruals under the SUEZ Retirement Plan are capped VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 52 of 55 2 37699016v.5 Your Age-Based Contribution will be equal to 4% of your Compensation (which does not includes overtime) for the Plan Year. ☐ You were hired before September 6, 2012 and your benefit accruals under the SUEZ Retirement Plan are not capped You will not receive an Age-Based Contribution until your benefit accruals are capped. When your benefit accruals are capped, your Age-Based Contribution will be equal to 4% of your Compensation (which does not include overtime) for the Plan Year. ☐ You were hired on or after September 6, 2012 Your Age-Based Contribution will be based on the formula in the following chart: Age Age-Based Contribution1 Age 50 or older by January 1 of the determination year 4% of Compensation1 Age 40 to 49 by January 1 of the determination year 3% of Compensation1 Age 30 to 39 by January 1 of the determination year 2% of Compensation1 Younger than age 30 on January 1 of the determination year 1% of Compensation1 You do not have to make before and/or after-tax contributions to the Plan in order to receive the Age-Based Contribution. However, you will not receive an Age-Based Contribution if you: (i) are not employed with your Employer or an Affiliated Employer on the last day of the calendar year; or (ii) were hired before September 6, 2012 and your benefit accruals under the SUEZ Retirement Plan are not capped. The Age-Based Contribution, if you meet the requirements, will be deposited into your Account in the first quarter of the following year, and is entirely Employer funded. 1 Compensation for this purpose does not include overtime. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 53 of 55 APPENDIX FOR EMPLOYEES OF SUEZ UTILITY WORKERS UNION OF AMERICA, LOCAL 584 (WILMINGTON, DE) This Appendix contains some additional information applicable to your participation in the Plan if you are represented for collective bargaining purposes by the Utility Workers Union of America, Local 584 (Wilmington, DE). EMPLOYER CONTRIBUTIONS MATCHING CONTRIBUTION ☐ If you were hired prior to April 1, 2011 and are not capped at 40 Years of Benefit Service under the SUEZ Water Resources Inc. Retirement Plan (the “SUEZ Retirement Plan”) Your Employer will match 50% of the first 6% of your Compensation you contribute as before and after-tax contributions to the Plan. ☐ If you were hired on or after April 1, 2011 OR you were hired prior to April 1, 2011, and your Years of Benefit Service under the SUEZ Retirement Plan are capped Your Employer will match 50% of the first 8% of your Compensation you contribute as before and after-tax contributions to the Plan. The matching contribution will be deposited into your Account at the same time as your before and after-tax contributions. AGE-BASED CONTRIBUTION You will receive an Age-Based Contribution if you are in one of the following groups: ☐ You were hired before April 1, 2011 and your benefit accruals under the SUEZ Retirement Plan are capped Your Age-Based Contribution will be equal to 4% of your Compensation for the Plan Year. ☐ You were hired before April 1, 2011 and your benefit accruals under the SUEZ Retirement Plan are not capped You will not receive an Age-Based Contribution until your benefit accruals are capped. When your benefit accruals are capped, your Age-Based Contribution will be equal to 4% of your Compensation for the Plan Year. VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 54 of 55 2 ☐ You were hired on or after April 1, 2011 Your Age-Based Contribution will be based on the formula in the following chart: Age Age-Based Contribution Age 50 or older by January 1 of the determination year 4% of Compensation Age 40 to 49 by January 1 of the determination year 3% of Compensation Age 30 to 39 by January 1 of the determination year 2% of Compensation Younger than age 30 on January 1 of the determination year 1% of Compensation You do not have to make before and/or after-tax contributions to the Plan in order to receive the Age-Based Contribution. However, you will not receive an Age-Based Contribution if you: (i) are not employed with your Employer or an Affiliated Employer on the last day of the calendar year; or (ii) were hired before April 1, 2011 and your benefit accruals under the SUEZ Retirement Plan are not capped. The Age-Based Contribution, if you meet the requirements, will be deposited into your Account in the first quarter of the following year, and is entirely Employer funded. 37699016v.5 VEO-W-22-02 IPUC DR 21 Attachment 3 401K Bargaining Plan Page 55 of 55 AMENDMENT TO THE SUEZ WATER RESOURCES INC. 401(k) PLAN (As Amended and Restated Effective January 1, 2017) WHEREAS, SUEZ Water Resources, Inc. (the “Company”) sponsors and maintains the SUEZ Water Resources Inc. 401(k) Plan (the “Plan”) on behalf of itself and other Participating Employers; and WHEREAS, pursuant to Section 10.1 of the Plan, the Company, by action of the Senior Vice President of Human Resources of the Company, reserves the right to amend the Plan at any time; and WHEREAS, the Company desires to amend the Plan to (i) add automatic enrollment for certain eligible employees who become eligible to participate in the Plan and (ii) make changes to the hardship withdrawal provisions. NOW, THEREFORE, BE IT RESOLVED, that the Plan is amended, as follows: 1. Effective November 1, 2018, a new Section 1.10 is hereby added to the Plan and all subsequent Sections and subsections shall be renumbered accordingly: “1.10 “Automatic Enrollment Date” means the date on which an Eligible Employee is deemed have elected to make Elective Contributions in accordance with Section 3.1. The Automatic Enrollment Date shall be within a reasonable period of time (as determined by the Committee on a consistent and nondiscriminatory basis) following the date on which the Eligible Employee is provided the notice described in Section 3.1.” 2. Effective November 1, 2018, Section 3.1 is hereby amended by adding the following new paragraphs to the end thereof: “Notwithstanding the foregoing, an Eligible Employee who is hired or rehired by a Participating Employer on or after November 1, 2018 will be deemed to have elected to make Elective Contributions (as pre-tax contributions) equal to three percent (3%) of Compensation beginning on his or her Automatic Enrollment Date, unless such Eligible Employee affirmatively elects to have a different specified amount or no amount contributed to the Plan. The Committee shall provide each Eligible Employee described above advance notice that explains the automatic enrollment process, including an explanation of the individual’s right to have no Elective Contributions made to the Plan or to have Elective Contributions made as a percentage of Compensation other than as set forth above. This notice will be provided sufficiently in advance to afford the Eligible Employee a reasonable opportunity to make an affirmative deferral election and will include the procedure for making a deferral election before the automatic enrollment becomes effective. The Committee shall also provide each Eligible Employee who is automatically enrolled pursuant to the above with VEO-W-22-02 IPUC DR 21 Attachment 4 Amendments to 401K Plans Page 1 of 8 a notice at least 30 days, but not more than 90 days, before each Plan Year, of his or her right to cease or change his or her Elective Contribution percentage. In the event a Participant is automatically enrolled pursuant to the above, the Participant’s Account shall be invested in accordance with Section 4.4, until otherwise directed by the Participant.” 3. Effective January 1, 2019, subsection 6.1(a) is hereby amended by replacing the first paragraph thereof to read as follows: “A Participant may make a hardship withdrawal from his or her Elective Contribution Account in the event of an immediate and heavy financial need arising from” 4. Effective January 1, 2019, subsection 6.1(b) is hereby amended in its entirety to read as follows: “(b) Distribution of Amount Necessary to Meet Need The amount of any hardship withdrawal shall not exceed the amount necessary to meet the immediate and heavy financial need, including any amounts necessary to pay any income taxes or penalties reasonably anticipated to result from the withdrawal. A distribution is deemed necessary if (i) funds are not reasonably available by any other withdrawal, or distributions currently available from this Plan or any other plans maintained by the Participating Employer or any other Affiliated Employer, and (ii) the Participant makes a representation in writing that Participant has insufficient cash or other liquid assets reasonably available to satisfy the need. Notwithstanding the foregoing, the Administrator’s may require the Participant to furnish written evidence of the amount necessary to satisfy the immediate and heavy financial need. As soon as practicable after the Administrator’s determination of the existence of an immediate and heavy financial need and the amount necessary to meet that need, the Administrator will direct the Trustee to distribute to the Participant from his or her Elective Contribution Account the amount necessary to meet the need created by the hardship (but not in excess of the value of such Account, determined as of the Valuation Date coinciding with or immediately preceding the withdrawal date.) In no even may a hardship withdrawal be made from a QNEC Account.” 5. Effective January 1, 2019, subsection 6.1(c) is hereby deleted from the Plan. *** VEO-W-22-02 IPUC DR 21 Attachment 4 Amendments to 401K Plans Page 2 of 8 IN WITNESS WHEREOF, this Amendment is hereby adopted by the following authorized signer as of this 29 day of September, 2020. SUEZ WATER RESOURCES, INC. By:______________________________________ Martin Falkenberg Senior Vice President of Human Resources VEO-W-22-02 IPUC DR 21 Attachment 4 Amendments to 401K Plans Page 3 of 8 AMENDMENT TO THE SUEZ WATER RESOURCES INC. COLLECTIVELY BARGAINED 401(k) PLAN (As Amended and Restated Effective January 1, 2017) WHEREAS, SUEZ Water Resources, Inc. (the “Company”) sponsors and maintains the SUEZ Water Resources Inc. Collectively Bargained 401(k) Plan (the “Plan”) on behalf of itself and other Participating Employers; and WHEREAS, pursuant to Section 10.1 of the Plan, the Company, by action of the Senior Vice President of Human Resources of the Company, reserves the right to amend the Plan at any time; and WHEREAS, the Company desires to amend the Plan to (i) add automatic enrollment for certain eligible employees who become eligible to participate in the Plan, (ii) make changes to the hardship withdrawal provisions, and (iii) reflect certain negotiated terms with respect to employees for whom eligibility to participate in this Plan is based on the terms of a collective bargaining agreement. NOW, THEREFORE, BE IT RESOLVED, that the Plan is amended, as follows: 1. Effective November 1, 2018, a new Section 1.10 is hereby added to the Plan and all subsequent Sections and subsections shall be renumbered accordingly: “1.10 “Automatic Enrollment Date” means the date on which an Eligible Employee is deemed have elected to make Elective Contributions in accordance with Section 3.1. The Automatic Enrollment Date shall be within a reasonable period of time (as determined by the Committee on a consistent and nondiscriminatory basis) following the date on which the Eligible Employee is provided the notice described in Section 3.1.” 2. Effective November 1, 2018, Section 3.1 is hereby amended by adding the following new paragraphs to the end thereof: “Notwithstanding the foregoing, an Eligible Employee who is hired or rehired by a Participating Employer on or after November 1, 2018 will be deemed to have elected to make Elective Contributions (as pre-tax contributions) equal to three percent (3%) of Compensation beginning on his or her Automatic Enrollment Date, unless such Eligible Employee affirmatively elects to have a different specified amount or no amount contributed to the Plan. The Committee shall provide each Eligible Employee described above advance notice that explains the automatic enrollment process, including an explanation of the individual’s right to have no Elective Contributions made to the Plan or to have Elective Contributions made as a percentage of Compensation other than as set forth above. This notice will be provided sufficiently in advance to afford the Eligible Employee a reasonable opportunity VEO-W-22-02 IPUC DR 21 Attachment 4 Amendments to 401K Plans Page 4 of 8 to make an affirmative deferral election and will include the procedure for making a deferral election before the automatic enrollment becomes effective. The Committee shall also provide each Eligible Employee who is automatically enrolled pursuant to the above with a notice at least 30 days, but not more than 90 days, before each Plan Year, of his or her right to cease or change his or her Elective Contribution percentage. In the event a Participant is automatically enrolled pursuant to the above, the Participant’s Account shall be invested in accordance with Section 4.4, until otherwise directed by the Participant.” 3. A new subsection 3.5(c) is hereby added to the Plan to read as follows: “(c) Notwithstanding the foregoing, for purposes of the Age Based Contributions, if the Participant is represented by a Participating Union Group at the Rahway, New Jersey or Matchaponix, New Jersey location specified in Schedule D, subject to Section 3.5(b), the Participating Employer shall make an Age Based Contribution on behalf of the Participant as follows: (i) If the Participant was hired on or after the Applicable Hire Date such Participant shall receive an Age Based Contribution pursuant to Section 3.5(a)(ii)(B), as applicable.” 4. Effective January 1, 2019, subsection 6.1(a) is hereby amended by replacing the first paragraph thereof to read as follows: “A Participant may make a hardship withdrawal from his or her Elective Contribution Account in the event of an immediate and heavy financial need arising from” 5. Effective January 1, 2019, subsection 6.1(b) is hereby amended in its entirety to read as follows: “(b) Distribution of Amount Necessary to Meet Need The amount of any hardship withdrawal shall not exceed the amount necessary to meet the immediate and heavy financial need, including any amounts necessary to pay any income taxes or penalties reasonably anticipated to result from the withdrawal. A distribution is deemed necessary if (i) funds are not reasonably available by any other withdrawal, or distributions currently available from this Plan or any other plans maintained by the Participating Employer or any other Affiliated Employer, and (ii) the Participant makes a representation in writing that Participant has insufficient cash or other liquid assets reasonably available to satisfy the need. Notwithstanding the foregoing, the Administrator’s may require the Participant to furnish written evidence of the amount necessary to satisfy the immediate and heavy financial need. As soon as practicable after the Administrator’s determination of the existence of an immediate and heavy financial need and the amount necessary to meet that need, the Administrator will direct he Trustee to distribute to the Participant from his or her Elective Contribution Account the amount necessary to meet the need created VEO-W-22-02 IPUC DR 21 Attachment 4 Amendments to 401K Plans Page 5 of 8 by the hardship (but not in excess of the value of such Account, determined as of the Valuation Date coinciding with or immediately preceding the withdrawal date.) In no even may a hardship withdrawal be made from a QNEC Account.” 6. Effective January 1, 2019, subsection 6.1(c) is hereby deleted from the Plan. 7. Schedule C of the Plan is amended by adding those rows provided in Schedule C attached hereto as Exhibit A. 8. Schedule D of the Plan is amended by adding those rows provided in Schedule D attached hereto as Exhibit B. *** IN WITNESS WHEREOF, this Amendment is hereby adopted by the following authorized signer as of the 29 day of September 2020. SUEZ WATER RESOURCES, INC. By:______________________________________ Martin Falkenberg Senior Vice President of Human Resources VEO-W-22-02 IPUC DR 21 Attachment 4 Amendments to 401K Plans Page 6 of 8 SCHEDULE C - EMPLOYER MATCHING CONTRIBUTIONS (SECTION 3.3(c)) For purposes of Section 3.3(c), the Participants in the following Participating Union Groups will receive the Matching Contributions listed in the table below: Location Participating Union Group Woonsocket, RI Rhode Island Council 94, AFSCME, AFL-CIO Local 670 Contributions not in excess of the first 3% of Participant’s Compensation, plus 50% of Elective and After-tax Contributions not in excess of the next 2% of Participant’s Compensation VEO-W-22-02 IPUC DR 21 Attachment 4 Amendments to 401K Plans Page 7 of 8 SCHEDULE D - APPLICABLE HIRE DATE (SECTIONS 3.3(b) & 3.5) For purposes of Section 3.3(b) and 3.5, the “Applicable Hire Date” with respect to Participants of each of the following Participating Union Groups is: Location Participating Union Group Matchaponix, NJ Utility Workers Union of America, AFL-CIO Local 503 AFL-CIO Local 601 VEO-W-22-02 IPUC DR 21 Attachment 4 Amendments to 401K Plans Page 8 of 8 VEO-W-22-02 IPUC DR 21 Attachment 5 Amendments to Retirement Plan Page 1 of 2 VEO-W-22-02 IPUC DR 21 Attachment 5 Amendments to Retirement Plan Page 2 of 2 19752306v.4 Retiree Only Health & Welfare Benefits Program SUMMARY PLAN DESCRIPTION for Retirees age 65 or over Effective as of August 1, 2015 VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 1 of 31 TABLE OF CONTENTS Page i 19752306v.4 INTRODUCTION .......................................................................................................................... 1 BENEFIT PLANS .......................................................................................................................... 1 INFORMATION ABOUT THE BENEFIT PROGRAM ............................................................... 2 Q-1. What is the purpose of the HRA? ................................................................................ 2 Q-2. Am I eligible? .............................................................................................................. 2 Q-3. When do I have to enroll? ........................................................................................... 3 Q-4. Can my dependents participate? .................................................................................. 3 Q-5. How much will I receive in HRA credits? .................................................................. 4 Q-6. How does the HRA Benefit Program Work? .............................................................. 4 Q-7. What is an eligible medical expense? .......................................................................... 4 Q-8. How do I cease participation in the HRA Benefit Program? ...................................... 6 Q-9. What happens if I do not use all of my HRA credits in a year? .................................. 6 Q-10. How do I receive reimbursement from my HRA account? ......................................... 6 Q-11. What happens if my claim for benefits is denied? ...................................................... 7 Q-12. What happens to my HRA account if I die? ................................................................ 8 Q-13. Are my benefits taxable? ............................................................................................. 9 Q-14. What happens if I receive an overpayment under the HRA Benefit Program, or a reimbursement is made in error from my HRA account? .................................... 9 Q-15. How long will the HRA Benefit Program remain in effect? ....................................... 9 Q-16. How does the HRA Benefit Program interact with other medical plans? ................... 9 Q-17. What is “Continuation Coverage” and how does it work? ........................................ 10 Q-18. Who do I contact if I have questions about the Program? ......................................... 11 INFORMATION ABOUT THE RETIREE LIFE INSURANCE BENEFIT PROGRAM .......... 12 Q-1. Am I eligible? ............................................................................................................ 12 Q-2. How much does it cost? ............................................................................................. 12 Q-3 When does coverage begin? ...................................................................................... 12 Q-4. How does coverage work? ........................................................................................ 12 Q-5. How much coverage is available? ............................................................................. 13 Q-6 How does my beneficiary file a claim? ..................................................................... 13 Q-7. What happens if a claim is denied? ........................................................................... 13 Q-8. How and when can I choose my beneficiary? ........................................................... 14 Q-9. When does coverage end? ......................................................................................... 14 YOUR ERISA RIGHTS ............................................................................................................... 16 LEGAL NOTICES........................................................................................................................ 17 PROGRAM ADMINISTRATION ............................................................................................... 25 AMENDMENT OF PROGRAM .................................................................................................. 27 EARLY TERMINATION OF COVERAGE................................................................................ 27 VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 2 of 31 TABLE OF CONTENTS (continued) Page ii 19752306v.4 HOW BENEFITS MAY BE FORFEITED OR DELAYED ........................................................ 27 CLAIM FRAUD ........................................................................................................................... 27 COMPLIANCE WITH FEDERAL LAW .................................................................................... 28 COLLECTIVE BARGAINING AGREEMENTS ........................................................................ 28 INDEX .......................................................................................................................................... 28 VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 3 of 31 1 19752306v.4 INTRODUCTION SUEZ North America Inc. (the “Company”) is the sponsor of the SUEZ Water Resources Inc. Retiree Only Health & Welfare Benefits Program (the “Program”). The Program provides healthcare and life insurance benefits to eligible retirees of the Company and its affiliates that are participating employers in the Program (each, an “Affiliate”), and, with respect to healthcare benefits, to eligible dependents of such retirees. This document highlights key features and provisions of the Program. This document applies to eligible retirees who are age 65 or older or who are otherwise eligible for Medicare. A separate document applies to eligible retirees who are under age 65 and not otherwise eligible for Medicare. This document is based on legal documents that include insurance policies, contracts and other Program documents (collectively, “Booklets”). The Booklets, together with this document, are the Summary Plan Description (“SPD”). If there are any differences or ambiguities between this document and the legal documents, the legal documents will control. Where a term in this document has a Program-specific meaning, it is capitalized. When that term is defined, it also appears in bold print and quotation marks. For your convenience, there is an Index of Defined Terms at the end of this document with page references to each defined term. BENEFIT PLANS The Program offers the following benefit programs (“Benefit Programs”) to eligible retirees who are age 65 or older:  A “Health Reimbursement Arrangement (HRA) Benefit Program” that helps you pay for medical expenses with Company contributions to an “HRA Account.”  A “Retiree Life Insurance Benefit Program” that provides benefits for your beneficiary(ies) in the event of your death. VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 4 of 31 2 19752306v.4 INFORMATION ABOUT THE BENEFIT PROGRAM Healthcare coverage for eligible retirees who are age 65 or over and their eligible dependents is provided through an HRA Account. The HRA will reimburse the “Eligible Medical Expenses” of you and your eligible spouse and eligible dependents (up to the amount available in your personal account). Your HRA Account is a bookkeeping account only. It will be credited during January of each Program Year (or the date your participation begins if you begin participating during a Program Year), with the total amount determined by the Company. Your HRA then will be debited for each reimbursement to you of eligible expenses approved by the HRA Claims Submission Agent. Each Program Year that you are eligible to participate in the HRA, your HRA will be credited with the amount be determined by the Company for that year. If you do not use all of the amounts credited to your HRA Account during a Program Year, those amounts will be carried over for reimbursement of Eligible Medical Expenses in subsequent Program Years (as long as you continue to participate in the HRA Benefit Program). Any unused funds in your HRA when neither you, your spouse or your dependents are eligible for further reimbursements from the HRA will be forfeited. Below are answers to frequently asked questions regarding the HRA. Q-1. WHAT IS THE PURPOSE OF THE HRA? The HRA reimburses “Eligible Retirees” and “Eligible Dependents” (as defined in Q-2 and Q-4) for “Eligible Medical Expenses” (as defined in Q-7) which are not otherwise reimbursed by any other plan or program. Reimbursements for Eligible Medical Expenses paid by the Program generally are excludable from the Participant’s taxable income. Q-2. AM I ELIGIBLE? You are an “Eligible Retiree” under the HRA Benefit Program if you: (i) have remained continuously enrolled in the Program since you enrolled, other than periods of time during which you returned to work for the Company or an Affiliate; (ii) are Medicare- eligible and age 65 or older; (iii) met the Program’s eligibility requirements specified below based on your date of retirement; and (iv) are enrolled through the Willis Towers Watson Via Benefits in a medical policy to supplement your Medicare coverage. Eligibility requirements if you retired before January 1, 2005 You are eligible to participate in the Program if you retired from the Company or an Affiliate before January 1, 2005 and were participating in the Company’s retiree medical plan as of July 31, 2015. Eligibility requirements if you retire on or after January 1, 2005 You are eligible to participate in the Program if you retire from the Company or an Affiliate on or after January 1, 2005, and on the date of your retirement you are eligible to immediately commence benefit payments (i.e., early, normal or late retirement VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 5 of 31 3 19752306v.4 benefits) under the SUEZ Water Resources Inc. Retirement Plan (the “Retirement Plan”) and you meet one of the three following criteria:  You are between the ages of 55 and 59, and you have 10 years of credited service under the Retirement Plan. After you retire, you have a one-time opportunity to enroll when you reach age 60, or at any time thereafter, as long as you were eligible for coverage under a medical plan sponsored by the Company or an Affiliate as an active employee when you retired.  You are at least age 60 and you have 10 years of credited service under the Retirement Plan.  You are at least age 65 and you have 5 years of credited service under the Retirement Plan. Q-3. WHEN DO I HAVE TO ENROLL? If you are an Eligible Retiree and you have commenced your retiree medical benefits as of August 1, 2015, you are already a Participant in the Program and do not need to re- enroll, other than signing up for the Willis Towers Watson Via Benefits. You may not defer your enrollment in Willis Towers Watson Via Benefits beyond August 1, 2015 or you will lose your eligibility for the Program. If you become an Eligible Retiree on or after August 1, 2015, you may choose to enroll in Willis Towers Watson Via Benefits when you are first eligible to do so, or you may make a one-time deferral of your enrollment. If you drop coverage after enrolling in the Program, you may not re-enroll in the Program, unless you drop coverage in connection to your return to work for the Company or an Affiliate. In the event of your return to work for the Company or an Affiliate, you may re-enroll in the Program upon your subsequent termination from employment with the Company or Affiliate. Q-4. CAN MY DEPENDENTS PARTICIPATE? Yes. If you participate in the Program, you can also cover “Eligible Dependents.” Your Eligible Dependents are:  Your spouse (for federal tax purposes), provided you and your spouse were married on the date you retired from the Company or an Affiliate, and  Your child until the last day of the month in which he or she turns age 26. Please note, you may not add any new dependents to your coverage after retirement. If you (or your surviving spouse after your death) remarry, the new spouse cannot be covered under the Program. VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 6 of 31 4 19752306v.4 In addition, the Program will allow reimbursement of Eligible Medical Expenses for a child of yours (as defined by applicable state law) in accordance with a “Qualified Medical Child Support Order“ (“QMCSO“) to the extent the QMCSO does not require coverage not otherwise offered under this Program. The Program Administrator will make a determination as to whether the order is a QMCSO in accordance with the Program’s QMCSO procedures. The Program Administrator will notify both you and the affected child once a determination has been made. You may request a copy of the Program’s QMCSO procedures, free of charge, by contacting the Program Administrator. Q-5. HOW MUCH WILL I RECEIVE IN HRA CREDITS? At the beginning of the year, the Company will make a “Benefit Credit” to your HRA Account. Please contact the HRA Third Party Administrator for more information about the amount of your Benefit Credit. Q-6. HOW DOES THE HRA BENEFIT PROGRAM WORK? Once you become a Participant, the Company establishes your HRA Account that keeps a record of amounts allocated to your account and reimbursements made to you under the Program. The Company will credit your HRA Account with Benefit Credits in the amount(s) described in Q-5. The amount in your HRA Account will be reduced from time to time by the amount of any Eligible Medical Expenses for which you are reimbursed under the Program. At any time, the Participant may receive reimbursement for Eligible Medical Expenses up to the amount in his or her HRA Account. Note that the law does not permit Participants to make any contributions to their HRA Accounts. An HRA Account is merely a bookkeeping account on the Company’s records; it is not funded and does not bear interest or accrue earnings of any kind. All benefits under the Program are paid entirely from the Company’s general assets. Q-7. WHAT IS AN ELIGIBLE MEDICAL EXPENSE? An “Eligible Medical Expenses“ is an expense incurred by you or your Eligible Dependent for medical care, as that term is defined in Code Section 213(d) (generally, they are expenses related to the diagnosis, care, mitigation, treatment or prevention of disease). Such expenses typically include physician, hospital, dental, vision or pharmacy expenses. Only Eligible Medical Expenses incurred while you are a Participant in this HRA Benefit Program may be reimbursed from an HRA Account (as defined below). Some common examples of Eligible Medical Expenses include:  Medications (in reasonable quantities) Note: Medications are considered Eligible Medical Expenses only if they are prescribed by a doctor (without regard to whether the medication is available without a prescription) or is insulin. VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 7 of 31 5 19752306v.4  Dental expenses;  Dermatology;  Physical therapy;  Contact lenses or glasses used to correct a vision impairment;  Birth control pills;  Chiropractor treatments;  Hearing aids;  Wheelchairs; and  Premiums for medical, prescription drug, dental, vision or long-term care insurance. Some examples of common items that are not Eligible Medical Expenses include:  Expenses incurred prior to the date that you became a Participant in the HRA Benefit Program;  Expenses incurred after the date that you cease to be a Participant in the HRA Benefit Program;  Baby-sitting and child care;  Long-term care services, other than a qualified long-term care insurance contract (as defined in Code Section 7702B(b));  Cosmetic surgery or similar procedures (unless the surgery is necessary to correct a deformity arising from a congenital abnormality, accident or disfiguring disease);  Funeral and burial expenses;  Household and domestic help;  Massage therapy;  Custodial care;  Health club or fitness program dues;  Cosmetics, toiletries, toothpaste, etc.; and  Expenses that have been reimbursed (or paid directly) by another plan or for which you (or, if applicable, your Eligible Dependents) are eligible to seek reimbursement (or direct payment) under another health plan. For more information about what items are and are not Eligible Medical Expenses, consult IRS Publication 502, “Medical and Dental Expenses,” under the headings “What Medical Expenses Are Includible” and “What Expenses Are Not Includible.” Be careful in relying on this Publication, however, as it is specifically designed to address what medical expenses are deductible on Form 1040, Schedule A, not what is reimbursable under a health reimbursement account. If you need more information regarding whether an expense is an Eligible Medical Expense under the Program, contact the HRA Third Party Administrator. As stated above, only Eligible Medical Expenses incurred while you are a Participant in the HRA Benefit Program may be reimbursed from your HRA Account. Eligible Medical Expenses are “incurred” when the medical care is provided, not when you are billed, charged or pay for the expense. Thus, an expense that has been paid but not VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 8 of 31 6 19752306v.4 incurred (e.g. pre-payment to a physician) will not be reimbursed until the services or treatment giving rise to the expense has been provided. Q-8. HOW DO I CEASE PARTICIPATION IN THE HRA BENEFIT PROGRAM? If you are an Eligible Retiree, you will cease being a Participant in the HRA Benefit Program on the earlier of:  the date you cease to be an Eligible Retiree for any reason;  the date you are rehired by the Company or an Affiliate as an active employee;  the date you cease to be eligible for Medicare;  your date of death;  the effective date of any amendment terminating your eligibility under the HRA Benefit Program; or  the date the Program is terminated. If you are an Eligible Dependent, you will cease being a Participant in the HRA Benefit Program on the earlier of:  the date you cease to be an Eligible Dependent for any reason;  the date you cease to be eligible for Medicare;  in the case of an Eligible Dependent spouse, the date you divorce the Eligible Retiree;  the effective date of any amendment terminating your eligibility under the HRA Benefit Program; or  the date the HRA Benefit Program is terminated. You may not obtain reimbursement of any Eligible Medical Expenses incurred after the date your eligibility ceases. (For the definition of “incurred,” see Q-7.) You have 180 days after your eligibility ceases, however, to request reimbursement of Eligible Medical Expenses you incurred before your eligibility ceased. In addition, your Eligible Dependents may be eligible to continue coverage under the HRA Benefit Program beyond the date that their coverage would otherwise end if coverage is lost for certain reasons. Their continuation of coverage rights and responsibilities are described in Q-17 below. Q-9. WHAT HAPPENS IF I DO NOT USE ALL OF MY HRA CREDITS IN A YEAR? If you do not use all of the amounts credited to your HRA Account during a Program Year, those amounts will be carried over to subsequent Program Years for reimbursement of Eligible Medical Expenses. Q-10. HOW DO I RECEIVE REIMBURSEMENT FROM MY HRA ACCOUNT? You must complete a reimbursement form and mail or fax it to the HRA claims submission agent identified in the Program Administration section of this document (the “HRA Claims Submission Agent”), along with a copy of your insurance premium bill, VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 9 of 31 7 19752306v.4 an “explanation of benefits” or “EOB,” or, if no EOB is provided, a written statement from the service provider. The written statement from the service provider must contain the following: (a) the name of the patient, (b) the date service or treatment was provided, (c) a description of the service or treatment; and (d) the amount incurred. Blank claim reimbursement forms are available from the HRA third party administrator identified in the Program Administration section of this document (the “HRA Third Party Administrator”). After your claim reimbursement form is completed, the form and supporting documentation must be filed with the HRA Claims Submission Agent. (Do not mail your form to the HRA Third Party Administrator as this may result in a delay in processing.) Your claim is deemed filed when it is received by the HRA Claims Submission Agent. If your claim for reimbursement is approved, you will be provided reimbursement as soon as reasonably possible following the determination. Claims are paid in the order in which they are received by the HRA Claims Submission Agent. In certain cases the HRA Claims Submission Agent has contracted with various insurance carriers on the Willis Towers Watson Via Benefits to pay your health insurance premiums directly from your HRA Account. If direct payment applies, the HRA Claims Submission Agent may request that you authorize these payments. All other rules set forth in this document apply for purposes of the direct payments. Q-11. WHAT HAPPENS IF MY CLAIM FOR BENEFITS IS DENIED? If your claim for reimbursement is wholly or partially denied, you will be notified in writing within 30 days after the HRA Claims Submission Agent receives your claim. If the HRA Claims Submission Agent determines that an extension of this time period is necessary due to matters beyond the control of the Program, the HRA Claims Submission Agent will notify you within the initial 30-day period that an extension of up to an additional 15 days will be required. If the extension is necessary because you failed to provide sufficient information to allow the claim to be decided, you will be notified and you will have at least 45 days to provide the additional information. The notice of denial will contain:  the reason(s) for the denial and the Program provisions on which the denial is based;  a description of any additional information necessary for you to perfect your claim, why the information is necessary, and your time limit for submitting the information;  a description of the Program’s appeal procedures and the time limits applicable to such procedures; and  a description of your right to request all documentation relevant to your claim. If your request for reimbursement under the Program is denied in whole or in part and you do not agree with the decision of the HRA Claims Submission Agent, you may file a VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 10 of 31 8 19752306v.4 written appeal. You should file your appeal with the Program Administrator at the address provided in the Program Information Appendix no later than 180 days after receipt of the denial notice. You should submit all information identified in the notice of denial, as necessary, to perfect your claim and any additional information that you believe would support your claim. You will be notified in writing of the decision on appeal no later than 60 days after the Program Administrator receives your request for appeal. The notice will contain the same type of information provided in the first notice of denial provided by the HRA Claims Submission Agent. Note that you cannot file suit in federal court until you have exhausted these appeals procedures. Any claim or action that is filed in a court or other tribunal against or with respect to the Program and/or the Program Administrator must be brought within the following timeframes:  For any claim or action relating to HRA Benefit Program benefits (including eligibility claims), the claim or action must be brought within one year of the date the denied appeal or, if no claim or appeal was filed, within one year of the date when you know or should know of the actions or events that gave rise to your claim. Should you decide to bring a civil action, you may seek and obtain such relief only in the federal district court whose jurisdiction includes Bergen County, New Jersey. By accepting benefits (whether the payment of such benefits is made to you, your Eligible Dependents or on your or your Eligible Dependents’ behalf to any provider) from the Program, you and your Eligible Dependents (and your or your Eligible Dependents’ representatives, agents, assigns, guardians, estates, heirs or beneficiaries) hereby submit to such jurisdiction, waiving whatever rights may correspond to you or your Eligible Dependents (or your or your Eligible Dependents’ representatives, agents, assigns, guardians, estates, heirs or beneficiaries) by reason of your or your Eligible Dependents’ (or their) present or future domicile. Q-12. WHAT HAPPENS TO MY HRA ACCOUNT IF I DIE? Eligible Retiree If you die with no Eligible Dependents who are Participants in the HRA Benefit Program, your HRA Account is immediately forfeited upon death. However, your estate or representatives may submit claims for Eligible Medical Expenses incurred by you and your Eligible Dependents before your death. Claims must be submitted within 180 days of your death. If you die with one or more Eligible Dependents who are Participants, your HRA Account will continue with annual Benefit Credits as described in Q-5 and the Eligible VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 11 of 31 9 19752306v.4 Dependents who are Participants can continue to submit Eligible Medical Expenses for reimbursement. Eligible Dependent If your Eligible Dependent dies, the deceased Eligible Dependent’s estate or representatives may submit claims for Eligible Medical Expenses incurred by the Eligible Dependents before the Eligible Dependent’s death. Claims must be submitted within 180 days of his or her death. Q-13. ARE MY BENEFITS TAXABLE? The HRA Benefit Program is intended to meet certain requirements of existing federal tax laws, under which the benefits you receive under the HRA Benefit Program generally are not taxable to you. However, neither the Company nor any Affiliate can guarantee the tax treatment to any given Participant, as individual circumstances may produce different results. If there is any doubt, you should consult your own tax advisor. Q-14. WHAT HAPPENS IF I RECEIVE AN OVERPAYMENT UNDER THE HRA BENEFIT PROGRAM, OR A REIMBURSEMENT IS MADE IN ERROR FROM MY HRA ACCOUNT? If it is later determined that you or your Eligible Dependent received an overpayment or a payment was made in error (e.g., you were reimbursed from your HRA Account for an expense that is later paid by another medical plan), you or your Eligible Dependent will be required to refund the overpayment or erroneous reimbursement to the Company. If you do not refund the overpayment or erroneous payment, the Company reserves the right to offset future reimbursements equal to the overpayment or erroneous payment or, if that is not feasible, to withhold such funds from any amounts due to you from the Company. If all other attempts to recoup the overpayment/erroneous payment are unsuccessful, the Program Administrator may treat the overpayment as a bad debt, which may have tax implications for you. Q-15. HOW LONG WILL THE HRA BENEFIT PROGRAM REMAIN IN EFFECT? Although the Company expects to maintain the HRA Benefit Program indefinitely, it has the right to modify or terminate the Program at any time for any reason, including the right to change the classes of persons eligible for participation, and to reduce or eliminate the amount credited to HRA Accounts in the future. Q-16. HOW DOES THE HRA BENEFIT PROGRAM INTERACT WITH OTHER MEDICAL PLANS? Only medical care expenses that have not been or will not be reimbursed by any other source may be Eligible Medical Expenses (to the extent all other conditions for Eligible Medical Expenses have been satisfied). You must first submit any claims for medical VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 12 of 31 10 19752306v.4 expenses to the other plan or plans before submitting the expenses to this Program for reimbursement. Q-17. WHAT IS “CONTINUATION COVERAGE” AND HOW DOES IT WORK? Under certain circumstances, Eligible Dependents have the right, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA“), to continue coverage under the HRA (“COBRA Continuation Coverage“ or “Continuation Coverage“) for a limited time after the date they would otherwise lose coverage because of a divorce or legal separation from the Eligible Retiree or the Eligible Retiree’s death. These are called (“Qualifying Events”). Note that the Eligible Dependents are required to notify the Program Administrator in writing of a divorce or legal separation or a dependent child losing dependent status within 60 days of the event or they will lose the right to continue coverage under the Program. If an Eligible Dependent elects to continue coverage, he or she is entitled to the level of coverage under the Program in effect immediately preceding the qualifying event. He or she may also be entitled to an increase in his or her HRA Account equal to the amounts credited to the HRA Accounts of similarly situated Participants (subject to any restrictions applicable to similarly situated Participants) so long as he or she continues to pay the applicable premium. In order to continue coverage, the qualified beneficiary must pay a monthly premium equal to 102% of the cost of the coverage, as determined by the Program Administrator. The Program Administrator will notify qualified beneficiaries of the applicable premium at the time of a Qualifying Event. Coverage may continue for up to 36 months following the qualifying event, but will end earlier upon the occurrence of any of the following events:  The date the qualified beneficiary’s HRA Account is exhausted;  The date the qualified beneficiary notifies the Program Administrator that he or she wishes to discontinue coverage;  Any required monthly premium is not paid when due or during the applicable grace period;  The date, after the date of the qualified beneficiary’s election to continue coverage, that he or she becomes covered under another group health plan that does not contain any exclusion or limitation with respect to any pre-existing condition of the qualified beneficiary; or  The Company and its Affiliates cease to provide any group health plan. VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 13 of 31 11 19752306v.4 Q-18. WHO DO I CONTACT IF I HAVE QUESTIONS ABOUT THE PROGRAM? If you have any questions about the Program, you should contact the HRA Third Party Administrator at 855-323-9758. VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 14 of 31 12 19752306v.4 INFORMATION ABOUT THE RETIREE LIFE INSURANCE BENEFIT PROGRAM The Company provides life insurance coverage for eligible retirees who are age 65 or over under the Retiree Life Insurance Benefit Program. Below are answers to frequently asked questions regarding the Retiree Life Insurance Benefit Program. This document, along with the applicable insurance certificate from the insurer of the Retiree Life Insurance Benefit Program, taken together serve as the Summary Plan Description for the Retiree Life Insurance Benefit Program. Benefits are only paid under this Retiree Life Insurance Benefit Program to the extent they are payable under the applicable insurance policy. Q-1. AM I ELIGIBLE? You are eligible for “Retiree Life Insurance Benefits” under the Retiree Life Insurance Benefit Program if you:  Retire from the Company or an Affiliate and, on the date of your retirement, you are eligible to immediately commence benefit payments (i.e., early, normal or late retirement benefits) under the SUEZ Water Resources Inc. Retirement Plan; and  Were covered under a life insurance plan sponsored by the Company or an Affiliate as an active employee on the date of your retirement. Q-2. HOW MUCH DOES IT COST? The Company pays the full cost of your Retiree Life Insurance Benefits. Q-3 WHEN DOES COVERAGE BEGIN? If you are eligible to participate, coverage under the Retiree Insurance Benefit Program begins automatically on the day following your last day worked. However, you must complete and return a beneficiary designation form to the Human Resources Department before your retirement date. Q-4. HOW DOES COVERAGE WORK? Your beneficiary is paid an amount equal to your life insurance coverage if you should die while you are covered and such a benefit is payable under the insurance policy insuring the Retiree Life Insurance Benefit Program. Retiree Life Insurance Benefits generally are paid in a lump sum to your beneficiary. Benefits will not be payable under the Retiree Life Insurance Benefit Program if your death is the result of:  The act of committing or attempting to commit a felony,  Any war or act of war, declared or undeclared, or  Full-time active duty in any armed forces. VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 15 of 31 13 19752306v.4 Q-5. HOW MUCH COVERAGE IS AVAILABLE? For specific coverage amounts, please contact the Company’s Benefits Department at 201-767-9300. Q-6 HOW DOES MY BENEFICIARY FILE A CLAIM? To file a claim, your beneficiary should contact the Company’s Benefits Department at 201-767-9300 to request the appropriate forms. He or she must complete and return these forms to the Company’s Benefits Department, along with written proof of your death in accordance with the insurance policy. Your beneficiary should contact the Program Administrator should any assistance be required with the forms. The Life Insurance Company listed under Program Administration determines whether or not to pay benefits. Q-7. WHAT HAPPENS IF A CLAIM IS DENIED? If a claim for benefits is denied in whole or in part, your beneficiary will receive written notification from the Life Insurance Company within 90 days. The notice will include:  The reason for denial, with reference to the specific plan provision(s) on which the denial was based,  Description of any material necessary to process the claim properly and the reason(s) why the materials are needed, and  An explanation of the claim review procedure. Within 60 days after receiving the denial, your beneficiary may submit a written request for reconsideration to the Life Insurance Company. Documents or records in support of the appeal should accompany any such request. The Life Insurance Company will respond within 60 days—or 120 days under special circumstances—after receipt of the appeal, explaining the reasons for the decision, and referring to the specific Program provision(s) on which the decision is based. The Program Administrator has delegated the authority and responsibility to interpret the terms of the life insurance policy under the Retiree Life Insurance Benefit Program to the Life Insurance Company. Note that you cannot file suit in federal court until you have exhausted these appeals procedures. Any claim or action that is filed in a court or other tribunal against or with respect to the Program and/or the Program Administrator must be brought within the following timeframes: VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 16 of 31 14 19752306v.4  For any claim or action relating to your Retiree Life Insurance Benefit Program, subject to any shorter period contained in an applicable policy, the claim or action must be brought within one year of the date of the denied appeal. For all other claims (including eligibility claims), the claim or action must be brought within one year of the date when you know or should know of the actions or events that gave rise to your claim. Should you decide to bring a civil action, you may seek and obtain such relief only in the federal district court whose jurisdiction includes Bergen County, New Jersey. By accepting benefits (whether the payment of such benefits is made to you, your beneficiary or on your or your beneficiary’s behalf to any provider) from the Program, you and your beneficiary (and your or your beneficiary’s representatives, agents, assigns, guardians, estates, heirs or beneficiaries) hereby submit to such jurisdiction, waiving whatever rights may correspond to you or your beneficiary (or your or your beneficiary’s representatives, agents, assigns, guardians, estates, heirs or beneficiaries) by reason of your or your beneficiary’s (or their) present or future domicile. Q-8. HOW AND WHEN CAN I CHOOSE MY BENEFICIARY? When you retire, you may wish to update your beneficiary. You may choose anyone you want as a beneficiary and you may change your selection any time. In addition, you may name more than one beneficiary. If you do, you must indicate the percentage of benefit that you wish each person to receive. If you do not indicate how you want your benefit divided, it is shared equally among all your beneficiaries. In any case, the total payable to all beneficiaries must equal 100%. If you do not select a beneficiary, or if there is no living beneficiary, your benefits will be paid to the executor or administrator of your estate. The insurance company may, at its option, pay the benefits to a surviving relative in the following order: spouse, child, parent, sibling. The appropriate form for naming and changing your beneficiary(ies) is available from the Company’s Benefits Department. Please contact the Benefits Department at 201-767- 9300 for a copy of this form or if you have any questions. Q-9. WHEN DOES COVERAGE END? Your coverage under the Retiree Life Insurance Benefits Program ends on the earliest of the following dates:  The date the Company stops paying the premium,  The date the Company ends retiree life insurance coverage,  The effective date of any amendment terminating your eligibility under the Retiree Life Insurance Benefits Program. VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 17 of 31 15 19752306v.4 In some cases, you may convert your Retiree Life Insurance Benefits to an individual policy when your coverage ends or is reduced. If you are eligible to convert to an individual policy, you need to apply and pay the first premium within 31 days of the date your group coverage ends or is reduced. Contact the Life Insurance Company for information about any conversion rights. VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 18 of 31 16 19752306v.4 YOUR ERISA RIGHTS This Program is an employee welfare benefit plan as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). ERISA provides that you, as a Program Participant, will be entitled to: Receive Information about Your Plan and Benefits  Examine, without charge, at the Program Administrator’s office and at other specified locations, such as worksites and union halls, all documents governing the Program, including insurance contracts, collective bargaining agreements, and a copy of the latest annual report (Form 5500 series) filed by the Program with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.  Obtain, upon written request to the Program Administrator, copies of all documents governing the operation of the Program, including insurance contracts and collective bargaining agreements, and copies of the latest annual report (Form 5500 series) and updated Summary Plan Description. The Program Administrator may apply a reasonable charge for the copies.  Receive a summary of the Program’s annual financial report. The Program Administrator is required by law to furnish each participant with a copy of this summary annual report. Continue Plan Coverage Continue Program coverage for your Eligible Dependents if there is a loss of coverage under the plan as a result of a qualifying event. However, your spouse or your dependents may have to pay for such coverage. Review this document and the other documents governing the Program for the rules governing COBRA continuation coverage rights. Prudent Actions by Program Fiduciaries In addition to creating rights for Program participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who operate your Program, called “fiduciaries” of the Program, have a duty to do so prudently and in the interest of the Program participants and beneficiaries. No one, including your employer, your union, or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit from the Program, or from exercising your rights under ERISA. Enforcement of Your Rights If your claim for a welfare benefit under is denied in whole or in part, you must receive a written explanation of the reason for the denial. You have the right to have the Program review and reconsider your claim. Under ERISA, there are steps you can take to enforce VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 19 of 31 17 19752306v.4 the above rights. For instance, if you request materials from the Program and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Program Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Administrator. If you have a claim for benefits that is denied or ignored in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the Program’s decision or lack thereof concerning the qualified status of a domestic relations order or a medical child support order, you may file suit in federal court. If it should happen that plan fiduciaries misuse the Program’s money or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees (e.g., if it finds your claim is frivolous). Assistance with Your Questions If you have any questions about the Program, you should contact the Program Administrator. If you have any questions about this statement or about your rights under ERISA, or if you need assistance obtaining documents from the Program Administrator, you should contact the nearest office of the U.S. Department of Labor, Employee Benefits Security Administration listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Ave., N.W., Washington, D.C., 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. LEGAL NOTICES Mothers’ And Newborns’ Health Protection Act The Program may not restrict benefits for any hospital length of stay in connection with childbirth for the mother or newborn child to less than forty-eight (48) hours following a normal vaginal delivery, or less than ninety-six (96) hours following a cesarean section, or require that a provider obtain authorization from the Program or the insurance issuer for prescribing a length of stay not in excess of the above periods. Women’s Health And Cancer Rights Act To the extent the Program provides benefits with respect to mastectomy, it will provide, in the case of an individual who is receiving benefits in connection with a mastectomy and who elects reconstruction in connection with such mastectomy, coverage for all stages of reconstruction of the breast on which a mastectomy was performed, surgery and reconstruction of the other breast to provide a symmetrical appearance, prostheses, and coverage of physical complications at all stages of the mastectomy, including lymphedemas. VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 20 of 31 18 19752306v.4 Health Insurance Portability And Accountability Act This Section applies to the HRA Benefit Program and describes how medical information about you may be used and disclosed, and how you can get access to this information. Section 1. Introduction The Program is dedicated to maintaining the privacy of your health information. The Program is required by law to take reasonable steps to ensure the privacy of your personally identifiable health information or “Protected Health Information” (“PHI”) and to inform you about:  the Program’s uses and disclosures of PHI;  your privacy rights with respect to your PHI;  the Program’s duties with respect to your PHI;  your right to file a complaint with the Program and to the Secretary of the U.S. Department of Health and Human Services; and  the person or office to contact for further information about the Program’s privacy practices. The term “Protected Health Information” or “PHI” includes all individually identifiable health information transmitted or maintained by the Program, regardless of form (oral, written, electronic). The Program is required by law to maintain the privacy of PHI and to provide individuals with notice of its legal duties and privacy practices. The Program is required to comply with the terms of this notice. However, the Program reserves the right to change its privacy practices and to apply the changes to all PHI received or maintained by the Program, including PHI received or maintained prior to the change. If a privacy practice described in this Notice is materially changed, a revised version of this notice will be provided to all individuals then covered under the Program for whom the Program still maintains PHI. The revised notice will be provided by mail or by another method permitted by law. Any revised version of this notice will be distributed within 60 days of the effective date of any material change to the uses or disclosures, the individual’s rights, the duties of the Program or other privacy practices stated in this notice. Please note that the Company obtains summary PHI, enrollment and disenrollment, termination of coverage and specific appeals information from the Program. Most records containing your PHI are created and retained by the HRA Third Party Administrator for the Program. In the event that the Company receives PHI, the Program has been amended to require that the Company only use and disclose PHI received from the Program for plan administrative purposes or as otherwise permitted by federal law. This notice only applies to Protected Health Information or PHI as defined in the applicable HIPAA privacy rules. VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 21 of 31 19 19752306v.4 Section 2. Notice of PHI Uses and Disclosures Except as otherwise indicated in this notice, uses and disclosures will be made only with your written authorization, subject to your right to revoke such authorization. A. Required PHI Uses and Disclosures Upon your request, the Program is required to give you access to certain PHI in order to inspect and copy it. Use and disclosure of your PHI may be required by the Secretary of the Department of Health and Human Services to investigate or determine the Program’s compliance with the privacy regulations. The Program also will disclose PHI to the Company for plan administrative purposes or as otherwise permitted by law. The Company has amended its plan documents to protect your PHI as required by federal law. The Program contracts with business associates for certain services related to the Program. PHI about you may be disclosed to the business associates so that they can perform contracted services. To protect your PHI, the business associate is required to appropriately safeguard the protected health information. The following categories describe the different ways in which the Program and its business associates may use and disclose your PHI. B. Uses and disclosures to carry out treatment, payment and health care operations The Program and its business associates will use PHI without your consent, authorization, or opportunity to agree or object, to carry out treatment, payment and health care operations. Treatment is the provision, coordination or management of health care and related services. It also includes but is not limited to consultations and referrals between one or more of your providers. For example, the Program may disclose to a treating cardiologist the name of your treating physician so that the cardiologist may ask for your lab results from the treating physician. Payment includes but is not limited to actions to make coverage determinations and payment (including billing, claims management, subrogation, plan reimbursement, reviews for medical necessity and appropriateness of care and utilization review and preauthorizations). For example, the Program may tell a doctor whether you are eligible for coverage or what percentage of the bill will be paid by the Program. Health care operations include but are not limited to quality assessment and improvement, reviewing competence or qualifications of health care professionals, underwriting, premium rating and other insurance activities relating to creating or renewing insurance contracts. It also includes disease management, case management, VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 22 of 31 20 19752306v.4 conducting or arranging for medical review, legal services and auditing functions including fraud and abuse compliance programs, business planning and development, business management and general administrative activities. For example, the Program may use information about your claims to refer you to a disease management program, project future benefit costs or audit the accuracy of its claims processing functions. C. Authorized uses and disclosures You must provide the Program with your written authorization for the types of uses and disclosures that are not identified by this notice or permitted or required by applicable law. Any authorization you provide to the Program regarding the use and disclosure of your health information may be revoked at any time in writing. After you revoke your authorization, the Program will no longer use or disclose your health information for the reasons described in the authorization, except for the two situations noted below:  The Program has taken action in reliance on your authorization before it received your written revocation; and  You were required to give the Program your authorization as a condition of obtaining coverage. D. Uses and disclosures for which consent, authorization or opportunity to object is not required Use and disclosure of your PHI is allowed without your consent, authorization or request under the following circumstances:  When required by law.  When permitted for purposes of public health activities, including when necessary to report product defects, to permit product recalls and to conduct post-marketing surveillance. PHI may also be used or disclosed if you have been exposed to a communicable disease or are at risk of spreading a disease or condition, if authorized by law.  When authorized by law to report information about abuse, neglect or domestic violence to public authorities if there exists a reasonable belief that you may be a victim of abuse, neglect or domestic violence. In such case, the Program will promptly inform you that such a disclosure has been or will be made unless that notice would cause a risk of serious harm. For the purpose of reporting child abuse or neglect, it is not necessary to inform the minor that such a disclosure has been or will be made. Disclosure may generally be made to the minor’s parents or other representatives although there may be circumstances under federal or state law when the parents or other representatives may not be given access to the minor’s PHI.  To a public health oversight agency for oversight activities authorized by law. This includes uses or disclosures in civil, administrative or criminal investigations; inspections; licensure or disciplinary actions (for example, to VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 23 of 31 21 19752306v.4 investigate complaints against providers); and other activities necessary for appropriate oversight of government benefit programs (for example, to investigate Medicare or Medicaid fraud).  When required for judicial or administrative proceedings. For example, your PHI may be disclosed in response to a subpoena or discovery request provided certain conditions are met. One of those conditions is that satisfactory assurances must be given to the Program that the requesting party has made a good faith attempt to provide written notice to you, and the notice provided sufficient information about the proceeding to permit you to raise an objection and no objections were raised or were resolved in favor of disclosure by the court or tribunal.  For law enforcement purposes, including to report certain types of wounds or for the purpose of identifying or locating a suspect, fugitive, material witness or missing person. The Program may also disclose PHI when disclosing information about an individual who is or is suspected to be a victim of a crime, but only if the individual agrees to the disclosure or the covered entity is unable to obtain the individual’s agreement because of emergency circumstances. Furthermore, the law enforcement official must represent that the information is not intended to be used against the individual, the immediate law enforcement activity would be materially and adversely affected by waiting to obtain the individual’s agreement and disclosure is in the best interest of the individual as determined by the exercise of the Program’s best judgment.  When required to be given to a coroner or medical examiner for the purpose of identifying a deceased person, determining a cause of death or other duties as authorized by law. Also, disclosure is permitted to funeral directors, consistent with applicable law, as necessary to carry out their duties with respect to the decedent.  For research, subject to conditions.  When consistent with applicable law and standards of ethical conduct if the Program, in good faith, believes the use or disclosure is necessary to prevent or lessen a serious and imminent threat to the health or safety of a person or the public and the disclosure is to a person reasonably able to prevent or lessen the threat, including the target of the threat.  When authorized by and to the extent necessary to comply with workers’ compensation or other similar programs established by law. Notwithstanding the above, and to the extent provided in applicable law, the Program shall not use or disclose your PHI that is classified as genetic information for purposes of any underwriting activity. Section 3. Rights of Individuals A. Right to Request Restrictions on PHI Uses and Disclosures You may request that the Program restrict uses and disclosures of your PHI to carry out treatment, payment or health care operations, or restrict uses and disclosures to family VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 24 of 31 22 19752306v.4 members, relatives, friends or other persons identified by you who are involved in your care or payment for your care. However, the Program is not required to agree to your request. The Program will accommodate reasonable requests to receive communications of PHI by alternative means or at alternative locations as required by law. You or your personal representative will be required to complete a form to request restrictions on uses and disclosures of your PHI. Such requests should be made to the Program at the address provided at the end of this Notice specifying the requested method of contact or the location where you wish to be contacted. B. Right to Inspect and Copy PHI You have a right to inspect and obtain a copy of your PHI contained in a “designated record set,” for as long as the Program maintains the PHI. “Designated Record Set” includes enrollment, payment, billing, claims adjudication and case or medical management record systems maintained by or for a health plan; or other information used by the Program entity to make decisions about individuals. The requested information will be provided within 30 days, subject to a one-time 30-day extension if the Program is unable to comply with the deadline. You or your personal representative will be required to complete a form to request access to the PHI in your designated record set. Requests for access to PHI should be made to the Program at the address provided at the end of this Notice. If access is denied, you or your personal representative will be provided with a written denial setting forth the basis for the denial, a description of how you may exercise review rights and a description of how you may complain to the Secretary of the U.S. Department of Health and Human Services. C. Right to Amend PHI You have the right to request the Program amend your PHI or a record about you in a designated record set for as long as the PHI is maintained in the designated record set. The Program has 60 days after the request is made to act on the request. A single 30-day extension is allowed if the Program is unable to comply with the deadline. If the request is denied in whole or part, the Program must provide you with a written denial that explains the basis for the denial. You or your personal representative may then submit a written statement disagreeing with the denial and have that statement included with any future disclosures of your PHI. You or your personal representative will be required to complete a form to request amendment of the PHI in your designated record set. Requests for amendment of PHI in a designated record set should be made to the Program at the address provided at the end of this Notice. VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 25 of 31 23 19752306v.4 D. Right to Receive an Accounting of PHI Disclosures At your request, the Program will also provide you with an accounting of disclosures by the Program of your PHI during the six years prior to the date of your request. However, such accounting need not include PHI disclosures made: (1) to carry out treatment, payment or health care operations; (2) to you about your own PHI; (3) prior to the effective date of the Program; or (4) pursuant to your authorization. If the accounting cannot be provided within 60 days, an additional 30 days is allowed if you are given a written statement of the reasons for the delay and the date by which the accounting will be provided. If you request more than one accounting within a 12-month period, the Program will charge a reasonable, cost-based fee for each subsequent accounting. You or your personal representative will be required to complete a form to request an accounting. Requests for an accounting should be made to the Program at the address provided at the end of this Notice. E. The Right to Receive a Paper Copy of This Notice Upon Request To obtain a paper copy of this Notice at any time contact the Program Administrator. Even if you have agreed to receive this Notice electronically, you are still entitled to a paper copy of this Notice. F. A Note About Personal Representatives You may exercise your rights through a personal representative. Your personal representative will be required to produce evidence of his/her authority to act on your behalf before that person will be given access to your PHI or allowed to take any action for you. Proof of such authority may take one of the following forms:  a power of attorney for health care purposes, notarized by a notary public;  a court order of appointment of the person as the conservator or guardian of the individual; or  an individual who is the parent of a minor child. The Program retains discretion to deny access to your PHI to a personal representative to provide protection to those vulnerable people who depend on others to exercise their rights under these rules and who may be subject to abuse or neglect. This also applies to personal representatives of minors. Section 4: Notice of Breaches of Unsecured PHI Under HIPAA, the Program and its business associates, are required to maintain the privacy and security of your PHI. The goal of the Program and its business associates is to not allow any unauthorized uses or disclosures of your PHI. However, regrettably, sometimes an unauthorized use or disclosure of your PHI occurs. These incidents are referred to as “breaches.” If a breach affects you and is related to unencrypted PHI, the Program or its applicable business associate will notify you of the breach and the actions VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 26 of 31 24 19752306v.4 taken by the Program or the business associate to mitigate or eliminate the exposure to you. Section 5. Your Right to File a Complaint With the Program or the HHS Secretary If you believe that your privacy rights have been violated, you may complain to the Program in care of the Program Administrator. You may file a complaint with the Secretary of the U.S. Department of Health and Human Services, Hubert H. Humphrey Building, 200 Independence Avenue S.W., Washington, D.C. 20201. The Program will not retaliate against you for filing a complaint. Section 6. Whom to Contact at the Program for More Information If you have any questions regarding this Notice or the subjects addressed in it, you may contact the Program Administrator. Section 7. Conclusion PHI use and disclosure by the Program is regulated by a federal law known as HIPAA (the Health Insurance Portability and Accountability Act). You may find these rules at 45 Code of Federal Regulations Parts 160 and 164. This Notice attempts to summarize the regulations. The regulations will supersede any discrepancy between the information in this Notice and the regulations. If you wish to exercise one or more of the rights listed in this Notice, contact the Program Administrator. VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 27 of 31 25 19752306v.4 PROGRAM ADMINISTRATION Name of Plan: SUEZ Water Resources Inc. Retiree Only Health and Welfare Benefits Program Effective Date: January 1, 2015 Name, address, and telephone number of the Plan Sponsor and Program Administrator: SUEZ Water Resources Inc. 461 From Road, Suite 400 Paramus, NJ 07652 201-750-5788 Agent for Service of Legal Process: SUEZ Water Resources Inc. 461 From Road, Suite 400 Paramus, NJ 07652 201-750-5788 Sponsor’s federal tax identification number: 22-2441477 Plan Number: 503 Program Year: January 1 - December 31 HRA Third Party Administrator: Via Benefits 10975 S. Sterling View Dr. Suit A-1 South Jordan, UT 84095 855-323-9758 My.ViaBenefits.com/SUEZ VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 28 of 31 26 19752306v.4 HRA Claims Submission Agent: All reimbursement forms, and supporting documentation, must be provided to the HRA Claims Submission Agent. Forms should not be mailed to the HRA Third Party Administrator. Via Benefits P.O. Box 981156 El Paso, TX 79998-1156 Fax: 866-886-0878 Life Insurance Company: Liberty Mutual Funding: HRA Benefits are self-insured and paid by the SUEZ Water Resources Bargaining Medical and Life Trust and the SUEZ Water Resources Non-Bargaining Medical and Life Trust Retiree Life Insurance Benefits are fully insured through an insurance contract with Liberty Mutual who pays those benefits paid from the insurance company. Your benefits as a participant in the Program are provided under the terms of the Program, as well as the insurance policies and administrative services contracts, if any, issued to the Company. The Program is maintained for the exclusive benefit of Program participants. The Benefits Advisory Committee (the “Committee”) has the exclusive authority and sole and absolute discretion to interpret the Program, to determine eligibility for benefits, and to make any factual determination, resolve factual disputes, and decide all matters in connection with the interpretation, administration and operation of the Program or the determination of eligibility for benefits. Under the Program, the Committee may delegate some or all of its powers and duties relating to the interpretation and construction of the Program to a third party. The Committee has delegated certain responsibilities to the Claims Submission Agents. The Claims Submission Agents generally have complete authority and sole and absolute discretion to determine whether you have incurred a covered expense for which reimbursement may be payable under their portion of the Program and to determine the amount of, and administer the payment of, any such reimbursements under the Program. Further, the Committee has delegated to each Insurer that has issued an insurance policy or contract under the Program the authority to interpret conclusively its own policy or contract. In addition, routine administrative duties under the Program are delegated to Human Resources. Except as otherwise provided herein, all decisions of the Committee, the Claims Submission Agents and the Insurers shall be conclusive and binding upon all similarly situated individuals. Please note that no other person or group has any authority to interpret the terms of the Program (or Program documents), or to make any promises to you about them. VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 29 of 31 27 19752306v.4 AMENDMENT OF PROGRAM The Company reserves the right to amend, modify, suspend or terminate all or any portion of the Program at any time by action of an authorized officer (or action of the Company) as provided in the Program document. EARLY TERMINATION OF COVERAGE Your or your Eligible Dependents’ coverage under the Program may be terminated prospectively, or cancelled retroactively, for causes such as falsification of claims, obtaining prescription drugs under false pretenses or wrongfully obtaining coverage for an ineligible individual. The Program reserves the right to verify whether your Eligible Dependents meet the applicable eligibility requirements, and failure to fully and timely respond to the request for verification may result in termination of coverage for your Eligible Dependents. HOW BENEFITS MAY BE FORFEITED OR DELAYED There are certain situations under which reimbursements may be forfeited or delayed. Most of these circumstances are spelled out in the previous sections, but payments also may be forfeited or delayed if you: do not file a claim for reimbursement properly or on time (see “Your Rights Under ERISA”); do not furnish information required to complete or verify a claim; or do not have a current address on file with the Company or the particular Claims Submissino Agent. Uncashed checks for the payment of HRA benefits will not escheat to the state, but will be used to offset the administrative costs of the Program. The Plan Administrator is entitled to rely on the last address you provided to the Program and has no obligation to search for or ascertain your whereabouts. If the Plan Administrator determines that there are no extenuating circumstances, after one (1) year of the date of the check (unless a Program document expressly provides for a different period), the Program’s obligation to pay the benefit underlying the uncashed check is extinguished. You also should be aware that if the Program mistakenly pays a greater benefit than a person is eligible for, or pays benefits that were not authorized by the Program, the Plan Administrator or its delegates may seek any permissible remedy allowed by law to recover benefits paid in error. CLAIM FRAUD The Claims Submission Agents regularly evaluate claims to detect fraud or false statements and will notify the Company regarding these matters. If a claim has been submitted for payment or paid by the Program as a result of fraudulent representations, the Committee or the Claims Submission Agents may seek reimbursement, and also may elect to pursue the matter by pressing criminal charges. Falsification of claims or of dependent eligibility information is grounds for disciplinary action, up to and including termination of employment, and possible civil action. VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 30 of 31 28 19752306v.4 COMPLIANCE WITH FEDERAL LAW The Program is governed by regulations and rulings of the IRS and the U.S. Department of Labor, and current federal income tax law. The Program always will be construed to comply with these regulations, rulings and laws. Generally, the federal law “pre-empts” (that is, takes precedence over) state law. COLLECTIVE BARGAINING AGREEMENTS The Program may also be referred to in collective bargaining agreements entered into by, or applicable to, your employer. You may ask Human Resources whether a collective bargaining agreement applies to you. INDEX Affiliate ....................................................... 1 Benefit Credit .............................................. 4 Benefit Programs ........................................ 1 Booklets ...................................................... 1 COBRA ..................................................... 10 COBRA Continuation Coverage............... 10 Collective Bargaining Agreements ........... 28 Committee ................................................. 26 Company ..................................................... 1 Continuation Coverage ............................. 10 Eligible Dependent.................................. 2, 3 Eligible Medical Expenses ...................... 2, 4 Eligible Retiree ........................................... 2 HRA Account.............................................. 1 HRA Benefit Program................................. 1 HRA Claims Submission Agent ................. 7 HRA Third Party Administrator ................. 7 Program ....................................................... 1 Program Administration............................ 26 Qualified Child Medical Support Order ..... 4 Qualifying Event ....................................... 10 Retiree Life Insurance Benefit Program ..... 1 Retiree Life Insurance Benefits ................ 12 SPD ............................................................. 1 VEO-W-22-02 IPUC DR 21 Attachment 6 Over 65 Retiree Plan Page 31 of 31 Retiree Medical Pre 65 Medical and life insurance benefits Summary Plan Description VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 1 of 37 About This Booklet This summary plan description booklet highlights the key features and provisions of the SUEZ Water Retiree Medical Benefits Program and Life Insurance Benefits. Please read this booklet carefully so that you fully understand the benefits offered by the program. If you are married, you may want to share this booklet with your spouse. Remember: this booklet is a description of your benefits. It does not include the complete details of the program. These are contained in other related plan documents and, together with this booklet, legally govern the administration of the program. Every effort has been made to assure that the information in this booklet is complete and accurate. However, if there is ever a conflict or a difference between what is written here and other plan documents, this booklet may not always rule. If you have any questions about the information in this booklet, please contact the Employee Benefits Department. How This Booklet is organized We have divided this booklet into three main parts: Section One: Your Retiree Medical Benefits Section Two: Your Retiree Life Insurance Benefits Section Three: Important Administrative Information VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 2 of 37 TABLE OF CONTENTS Section One: Your Retiree Medical Benefits Terms You Should Know 1 Who Is Eligible 4 When Coverage Begins 5 How to Enroll in Medicare 5 Cost of Coverage 5 Your Cost for Medicare 5 How the Plan Works 6 Your Retiree Medical Coverage Options 6 Comparing Your Medical Options 6 BCBS POS Plan 9 How the POS Plan Works 9 Preferred Provider Plan (PPO Plan) 11 Your ID Card 11 How to Use the PPO Plan 12 Important Features Under the POS Plan and the PPO Plan 13 Hospital Pre-Certification 13 The Prescription Drug Program 14 Your Mental Health, Alcohol & Substance Abuse Benefits 15 What is Covered 16 What is Not Covered 19 Receiving Benefits 21 VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 3 of 37 TABLE OF CONTENTS (continued) Coordination with Medicare 22 If You Have Other Medical Coverage 23 Here’s How COB works for Retirees 23 Here’s How COB Works for Your Covered Dependent Children 23 If Your Claim is Denied 24 When Coverage Ends 24 When Dependents’ Coverage Ends 24 About COBRA 25 How Long COBRA Coverage May Continue 25 Cost of COBRA Coverage 25 COBRA Notification 26 How to Purchase COBRA Coverage 26 Section Two: Your Retiree Life Insurance Benefits 27 Who Is Eligible 27 When Coverage Begins 27 Cost of Coverage 27 How Your Coverage Works 27 What’s Not Covered 27 Receiving Benefits 27 Filing a Claim 28 If a Claim is Denied 28 Choosing Your Beneficiary 28 VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 4 of 37 TABLE OF CONTENTS (continued) When Your Coverage Ends 29 Converting Your Life Insurance Coverage to an Individual Policy 29 Assigning Ownership of Your Insurance Benefits 29 Using Insurance Benefits as Payments 29 Section Three: Important Administrative Information 30 Plan Termination and Amendment 31 Your Legal Rights 31 Important Telephone Numbers 32 VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 5 of 37 Terms Your Should Know To understand your coverage and the information in this summary, you should understand how the Retiree Medical Benefits Program defines the following terms. Terms defined in this glossary appear in bold type the first time they are used. Terms defined elsewhere in this glossary are also in bold type. Coinsurance The portion of medical expenses you pay after you meet your annual deductible. For instance, if your option pays 80% of eligible expenses, you pay the other 20% (and any other amount above the reasonable and customary charges). That 20% is your coinsurance. Copayment The set dollar amount you pay under some options for certain eligible expenses such as a doctor’s office visit. After you pay the copayment, your option pays for the rest of the eligible expenses. Reasonable and Customary Reasonable and customary refers to a payment standard set by insurance companies to determine the average range of fees for medical services in a geographic area. If you incur an expense that’s more than the customary and reasonable amount for that service in your area, you pay your coinsurance, plus you may be required to pay the difference between the actual fee and the customary and reasonable fee. Deductible The amount you pay each year before some options pay benefits for eligible expenses. Dependents Dependents include your spouse and your eligible children. Eligible Expenses Eligible expenses are medical services and supplies provided by, or under direction of, a licensed medical provider, and for which benefits are payable. Eligible expenses must be for services or supplies that are medically necessary and provide appropriate levels of care. In addition, eligible expenses are subject to reasonable and customary limits. Other limitations may apply. Emergency An emergency is a medical condition with symptoms so severe that the absence of medical attention will result in a threat to life or in an organ or body part not returning to full function. Examples of emergencies include cases of excessive bleeding, poisoning, difficulty breathing, broken bones, and loss of consciousness. Please also see urgent care. Home Health Care Agency A home health care agency is any of the following:  An agency licensed as such by the state in which services are delivered,  A home health agency as defined under Medicare, or  An organization that is certified by your doctor as an appropriate provider of home health services, has a full-time administrator, keeps medical records, and has the services of at least one registered nurse available. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 6 of 37 Hospice Hospice refers either to a facility that provides short periods of stay for a terminally ill person in a home-like setting for either direct care or respite, or is a formal program directed by a doctor to help care for a terminally ill person through either:  A centrally administered, medically directed and nurse-coordinated program that primarily provides home care, uses a hospice team, and is available 24 hours a day, seven days a week, or  Confinement in a hospice facility. The hospice facility may be either freestanding or affiliated with a hospital. A hospice team includes a doctor and a registered graduate nurse. The team also may include any of the following:  A social worker,  A clergyman/counselor,  Volunteers,  A clinical psychologist,  A physiotherapist, or  An occupational therapist. A hospice facility must operate as an integral part of the hospice care program. It must meet any and all applicable state and local requirements. Hospital A hospital is a legally operated institution that meets any of these tests:  It is accredited as a hospital under the Hospital Accreditation Program of the Joint Commission on the Accreditation of Healthcare Organizations.  It is supervised by a staff of doctors, has 24-hour-a-day nursing service, and is primarily engaged in providing either:  General in-patient medical care and treatment through medical, diagnostic and major surgical facilities on its premises or under its control, or  Specialized inpatient medical care and treatment through medical and diagnostic facilities (including x-ray and laboratory) on its premises, or under its control, or through a written agreement with a hospital (which itself qualifies under this definition) or with a specialized provider of these facilities. Hospital does not include nursing homes. It also does not include an institution, or any part of an institution, that primarily:  Is a place for convalescence, rest, or nursing care for the aged,  Provides custodial care or training in the routines of daily living, or  Is a school. Hospital Pre-Certification Hospital pre-certification is the insurer’s review of your hospital stay. It must be obtained before you or a covered dependent is admitted to the hospital for any reason. You or your doctor must have each hospital stay pre-certified. You must also receive pre-certification if you need to have your hospital stay extended. Generally, for emergency admissions, you, a relative or your doctor should seek pre- certification within 48 hours after admission or as soon as possible on the next business day after admission. Hospital pre-certification is easy. For more information, see Important Features Under the BCBS Point of Service Plan (POS) Plan and Preferred Provider Organization (PPO) Plan. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 7 of 37 In-Network Care Care coordinated by your primary care physician through a network of providers under some medical options. You pay less out of your own pocket when your receive in-network care because your option pays a higher percentage of the cost. Lifetime Maximum The maximum amount of benefits your medical plan will pay during your lifetime. Network An organization of health care providers – such as doctors, specialists and hospitals – which provide in-network care. Nurse The term nurse means a Registered Graduate Nurse, a Licensed Practical Nurse or a Licensed Vocational Nurse who has the right to use one of the following abbreviations: R.N., L.P.N., or L.V.N. Out-of-Network Care Care that is not provided by an in-network provider. You pay more for – or, under some medical options, the entire cost of – out-of-network care. Out-of-Pocket Maximum The maximum amount you pay each year toward the cost of eligible expenses. Once your expenses reach the out-of-pocket maximum, your medical options pays 100% of the reasonable and customary charges for your eligible expenses for the remainder of the year. Preferred Provider Organization (PPO) A network of contracted doctors, hospitals and other healthcare professionals that have agreed to charge reduced fees. Qualified Medical Child Support Order A Qualified Medical Child Support Order (QMCSO) is a court order requiring child support for medical coverage of a covered member’s child, or requiring coverage for the child. A typical reason courts issue a qualified medical child support order is to protect the benefit coverage of children in cases of divorce. Skilled Nursing Facility A skilled nursing facility is a legally operated institution that meets all of the following requirements:  Provides patients with room, board and 24-hour care by one or more professional nurses for a fee,  Is under full-time supervision of a doctor or registered graduate nurse (RN),  Keeps adequate medical records,  If not operated by a doctor, has the services of one available under an established agreement, and  Is not an institution, or part of one, used mainly as a rest facility or a facility for the aged. Urgent Care A situation may require prompt medical attention even though it is not an emergency. In this care, call your doctor and describe the situation. Examples of urgent care include ear infections, excessive vomiting, high fever, minor burns, prolonged diarrhea and severe stomach pain. All inpatient admissions, home health care and private duty nursing are subject to a $500 penalty if notification is not received. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 8 of 37 Who Is Eligible You If you retired prior to January 1, 2005, you are eligible for retiree medical coverage under the Plan if you:  Were eligible for coverage under a medical plan sponsored by SUEZ Water as an active employee and elect medical coverage at time of your retirement, and  Retire from the company and begin receiving immediate payment of pension benefits under a SUEZ Water pension plan at the time of your retirement. If you retired on or after January 1, 2005, you are eligible for retiree medical coverage under the Plan if you:  Were age 55 with 10 years of service at your date of retirement, you will have a one-time opportunity to enroll when you reach age 60, or at any time thereafter as long as you were eligible to participate in the SUEZ Water Medical Plan as an active employee , or  Were age 60 with 10 years of service at your date of retirement, or  Were age 65 with 5 years of service at your date of retirement. Your Dependents You may elect medical coverage for your dependents, provided they are eligible at the time of your retirement. Your eligible dependents include:  Your spouse, and  Your unmarried, dependent children until the end of the calendar year in which they reach age 26. You also may elect coverage for your unmarried dependent children of any age who are mentally or physically disabled and primarily depend on you for financial support. Three Coverage Levels You may choose from three different levels of coverage:  Single Coverage—provides coverage for you only, and  Single plus One(s) Coverage—provides coverage for you and an eligible dependent, and  Family Coverage—provides coverage for you and your eligible dependents Please note, you may not add any new dependents to your coverage after retirement. If your dependents are eligible for medical coverage as SUEZ Water employees, certain other rules may apply. If you or your surviving spouse after your death remarries, the new spouse cannot be covered under the Plan. If you die, coverage may be continued for your surviving spouse and eligible dependent children. Please see When Dependents’ Coverage Ends for more information. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 9 of 37 When Coverage Begins Retiree medical coverage for you and your eligible dependents begins on the day you retire. You must complete and return an enrollment form to the Employee Benefits Department of SUEZ Water before your retirement date to:  Indicate the coverage level you want (single, or single plus one, or family).  Authorize the company to make deductions from your monthly pension benefit to pay your contributions for Plan coverage. You may waive coverage for yourself or your dependents at this time. If you decline coverage at retirement, you may not re-elect coverage at a later date. If you waive medical coverage for yourself, you may not continue coverage for your dependents. How to Enroll in Medicare When you reach age 65, you are eligible for Medicare coverage. It’s your responsibility to apply for this coverage. For an application and more information, please contact Social Security at 1-800-772- 1213. You must elect Medicare Part B. The Plan determines benefits under the assumption that you (and your eligible spouse) are covered by Medicare after age 65. Therefore, it’s important that you apply for Medicare coverage as soon as you are eligible. Employees age 65 and older are eligible for the PPO Plan only. Cost of Coverage You and SUEZ Water share the cost of medical coverage for you and your eligible dependents. The amount you contribute depends on the coverage level you choose and the company’s overall cost for retiree medical coverage. Contact the Benefits Department of SUEZ Water for your current contribution rates. Your cost is deducted automatically from your monthly pension benefit payments. SUEZ Water expects and intends to continue the Retiree Medical and Life Insurance Benefits Program, but reserves the right to end or change the Plan, in whole or in part, at any time and for any reason. Any decision to terminate or amend the Plan may be due to changes in federal or state laws governing welfare benefits, the requirements of the Internal Revenue Service, ERISA, or any other reason. A program change may transfer Plan assets and liabilities to another plan or split the current Plan into two or more parts. If the Plan is terminated, you will not receive any further benefit under the Plan - other than payment of benefit for losses or expenses incurred before the Plan was terminated. Your Cost for Medicare Your cost for Medicare coverage is separate. Medicare Part A (for hospital expenses) is free to you. However, you must pay a monthly premium for Medicare Part B coverage. Please contact your local Social Security Administration office for more information at 1-800-772-1213. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 10 of 37 How the Plan Works Your retiree benefits are provided under the Plan. The Plan provides you and your family with important protection against the financial hardship that can accompany illness or injury. The Plan has been designed to reimburse a portion of your eligible medical expenses while covered under the Plan. If you or one of your eligible dependents are eligible for Medicare, the Plan provides supplemental benefits. (See Coordination with Medicare.) Your Retiree Medical Coverage Options To help you select the right coverage for you and your family, the Retiree Medical Program lets you choose from two medical options depending on where you live. Your options may include:  Point of Service (POS) Plan, if eligible and if available in your area,  The Preferred Provider Organization (PPO) Plan, The POS and PPO Plans are currently administered by Horizon Blue Cross Blue Shield (BCBS) New Jersey. Comparing Your Medical Options You are responsible for choosing a medical option that is right for you and your family. Making that decision takes careful consideration. The following chart will help you evaluate the POS and PPO Plan options through a side-by-side comparison of the following categories:  Choice of provider,  Cost,  Convenience, and  Coverage. As with any medical coverage, you have the final responsibility to assess the quality of care and service you receive and to make your coverage decisions accordingly. Please evaluate how each option will meet your personal needs. For the POS as well as PPO providers in the PPO Plan, Horizon BCBSNJ has selected the group of healthcare professionals and facilities for its network. These doctors and hospitals are independent contractors affiliated with Horizon BCBSNJ and have no contract with SUEZ Water. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 11 of 37 POS Plan PPO Plan Choice of Provider Questions to ask:  Do you have an established relationship with your doctor?  How important is the ability to choose your providers (doctors, specialists, hospitals, and pharmacies)?  Is your current doctor a member of the POS Plan network?  Are you interested in having one doctor who will get to know you and coordinate all your care? For doctor’s office, hospital and major medical care: Your choice of provider. However, each time you need care, you have a choice: You can go to an in- network provider or you can go to a doctor outside the network. You receive higher benefits when you use in-network providers. For mental health/substance abuse and a prescription drug benefits: You receive higher benefits when you use participating providers. For doctor’s office, hospital and major medical care: Your choice of provider. However, each time you need care, you have a choice: You can go to an in- network provider or you can go to an out-of-network provider. In-network providers charge less for their services because they have negotiated discounted fees with the insurance company. The plan will reimburse you at the same level whether or not you use an in-network provider, but you may save money when you use an in- network provider. Cost To evaluate your cost, consider your payroll contribution plus your out-of- pocket costs for care (deductibles, copayments, coinsurance, and out-of- pocket maximums). Questions to ask:  Are you willing to pay more in out-of-pocket costs so that you may use the provider of your choice?  Can you adequately budget for deductible and coinsurance amounts? You pay less toward the cost of treatment when you receive care from an in network provider. If you use an out-of- network provider, you pay more out of your own pocket because you must pay a deductible and a higher share of costs. You pay a percentage of the reasonable and customary charges after you pay an annual deductible. If you use a non- PPO provider, you may pay more out of your own pocket because PPO providers charge a discounted fee for their services. Convenience Questions to ask:  Do you have to file claim forms to be reimbursed for eligible expenses?  Do you have to pre-certify your hospital admissions? When you use in-network providers, you generally do not need to file a claim form. If you use an out-of-network provider, however, you must file a claim form for eligible expenses each time you receive care. In-network: Your provider takes care of your hospital pre-certification. Out-of-network: You, your doctor, or a family member must call to pre-certify all hospital admissions. When you use in-network providers, you generally do not need to file a claim form. If you use an out-of-network provider, however, you must file a claim form for eligible expenses each time you receive care. In-network: Your provider takes care of your hospital pre-certification. Out-of-network: You, your doctor, or a family member must call to pre-certify all hospital admissions. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 12 of 37 POS Plan PPO Plan Coverage Following are important coverage features and how each option pays for them.  Annual Deductible  Annual Out-of-Pocket Maximum*  Office Visit  Hospital**  Emergency Care ++  Lifetime Maximum In-Network None $750/person $1,500/family Plan pays 100% after you pay a $15 copayment per office visit. Plan pays 90% after you pay a $100 copayment per admission. Plan pays 100% of physician and surgeon fees. Plan pays 100% after you pay a $50 copayment. *** $1,000,000 per person Out-of-Network $400/person $1,200/family $2,650 /person $5,700/family Plan pays 70% after your deductible Plan pays 70% after your deductible Plan pays 100% after you pay a $50 copayment. $1,000,000 per person $200/person $600/family $2,000/person $4,000/family Plan pays 80% after your deductible Plan pays 80% after your deductible Plan pays 80% after your deductible. There is also a $50 copayment per visit. $1,000,000 per person  Prescription Drugs - Short-term (30 day supply) - Long-term (90 day supply)  Preferred Pharmacy: Plan pays 80% for generic prescriptions, 70% for brand prescriptions after you pay a $50 annual deductible. You pay 20% of a discounted price for generic prescriptions and 30% of a discounted price for brand prescriptions.  Non-Preferred Pharmacy: Plan pays 60% of retail price after you pay a $50 deductible. You pay the remaining 40% plus the difference between the preferred pharmacy discounted price and the non-preferred pharmacy retail price.  Mail Order Service: The Mail Order Service is mandatory for long-term (maintenance) prescriptions. Plan pays 80% for generic prescriptions, 70% for brand prescriptions. You pay 20% of a discounted price for generic prescriptions and 30% of a discounted price for brand prescriptions for up to a 90-day supply. No deductible applies. + Benefits are based on customary and reasonable charges for eligible expenses. ++ Emergencies are defined as injuries and illnesses that are life threatening or require immediate medical attention. * Once you reach your out-of-pocket maximum, the POS Plan and the PPO Plan pay 100% of the customary and reasonable charge for eligible expenses for the rest of that year. Your annual out-of-pocket maximum under the POS Plan option does not include your annual out-of-network deductible, copayment amounts, or amounts that exceed customary and reasonable charges. Your annual out-of-pocket maximum under the PPO Plan includes your deductible but does not include those amounts that exceed customary and reasonable charges. ** All hospital stays must be pre-certified, or your benefits will be reduced. *** The $50 emergency room copayment is waived if you are later admitted to the hospital. However, you then must pay a $100 hospital admission copayment. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 13 of 37 BCBS POS Plan For those eligible Retirees, the POS Plan offers the cost savings of a network program like a Health Maintenance Organization, with the freedom to use any doctor you choose at any time. This option is currently administered by Horizon Blue Cross Blue Shield New Jersey. In order to be eligible for the POS Plan Retirees must be under 65 years of age and live in a network area. Under the POS Plan you choose the type of coverage you want at the time you need care. You can use physicians and hospitals that are part of the Horizon BCBSNJ network (called in-network providers) and pay less for your care, or you can use providers outside the network and pay more for your care. How the POS Plan Works When you or a covered family member needs medical care, you have a choice: use a doctor inside the network or use a doctor outside the network:  When your in-network provider coordinates your medical care, you get higher benefits – in most cases, 100% of eligible expenses after a copayment. What’s more, there are generally no deductibles to pay before the plan starts paying benefits, and no claim forms to complete.  If you use a doctor outside the network, your care is still covered, but you get lower benefits – and you must pay a $400 per person annual deductible ($1,200 per family maximum) and file a claim before the plan pays benefits. In general, when you use an out-of-network provider, the plan pays 70% of eligible expenses, and you pay the remaining 30% after the deductible is met. The family deductible is met when three covered family members each meet their individual deductibles. Please note that your deductible applies for the full calendar year. Therefore, only expenses incurred between January 1 and December 31 apply toward your annual deductible. Expenses incurred in the prior year will not apply. The option also includes an annual out-of-pocket maximum. This is the maximum amount you must pay out of your own pocket each year in addition to deductible and copayment amounts. It is a limit that helps protect you against high medical costs each year. Once you reach your out-of-pocket maximum, the plan pays 100% of the customary and reasonable cost of most eligible expenses for the rest of the year. The POS Option If you use providers in the network:  There are no claims to file,  You generally pay no deductibles, and  You pay only a copayment at the time of an office visit and towards hospital stays. If you decide to use providers outside the network:  You pay an annual deductible before the plan pays benefits, and  You pay your provider the full cost of charges up front, file a claim, and wait for reimbursement. Any Questions? If you have a question about the doctors or hospitals in Horizon BCBSNJ’s network, please contact Horizon BCBSNJ’s Customer Service at the number listed on your Horizon BCBSNJ ID card (800-355- 2583 (BLUE)) or online at www.horizonblue.com/nationalaccounts. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 14 of 37 The out-of-pocket maximum varies, based on whether you use in-network or out-of-network providers, as follows:  The annual in-network out-of-pocket maximum is $750 per person or $1,500 per family, plus any copayment amounts.  The annual out-of-network out-of-pocket maximum is $2,650 per person or $5,700 per family, plus any deductible amounts or amounts that exceed reasonable and customary charges. Your in-network out-of-pocket maximum counts toward your out-of-network out-of-pocket maximum, and vice versa. For example, if you incurred $750 in expenses (through in-network or out-of-network providers), you have met your in-network out-of-pocket maximum. However, you still need to incur an additional $1,900 more in expenses to meet your out-of-network out-of-pocket maximum. Your Responsibilities under the POS Plan  Use in-network providers for treatment or referrals when you need medical care, so you can get the higher in-network benefits.  Call for hospital pre-certification when you use an out-of-network provider. (Your in-network provider will handle your pre-certification when you receive in-network care.)  File a claim form when you use an out-of-network provider. (Your in-network provider will handle this for you when you receive in-network care.) Please note: The POS or PPO Plans are only available to Retirees under age 65. You must contact the Benefits Department prior to your 65th birthday in order to enroll in the SUEZ Water Medicare Supplemental Plan. The SUEZ Water Medicare Supplemental Plan becomes your secondary plan, working in coordination with Medicare. All SUEZ Water Retirees at age 65 must purchase Medicare Part A and B. If you have any questions, please contact the Benefits Department. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 15 of 37 The Preferred Provider Plan (PPO Plan) Under the PPO Plan you can use any doctor and your treatment is eligible for coverage – the level of benefits you receive does not depend on the doctor you use. This option is currently administered by Horizon BCBSNJ. Any Questions? If you have a question about a claim or coverage under the PPO Plan, call Horizon BCBSNJ at the number located on the back of your ID card. You must first pay an annual deductible before you receive benefits. Your annual deductible is $200 per person and $600 per family. Once you meet your annual deductible, the plan pays 80% of most eligible expenses. You pay the remaining 20%, called your coinsurance. When your deductible and coinsurance amounts reach the annual medical out-of-pocket maximum of $2,000 per person (or $4,000 per family), the plan pays 100% of eligible expenses for the balance of the calendar year. The family deductible is met when three covered family members each meet their individual deductibles. Your deductible applies for the full calendar year. Therefore, only eligible expenses incurred between January 1 and December 31 apply toward your deductible. Expenses incurred in the prior year will not apply. Important: If you live in an area with a Preferred Provider Organization (PPO), you and your family can use physicians and hospitals that are part of the Horizon BCBSNJ network (called PPO providers). When you do, you’ll usually pay less and you won’t have to file a claim form. You can choose to use PPO providers, non-PPO providers or a combination of both at any time, and your eligible expense will be covered. For more information about the PPO, see Important Information About the Preferred Provider Organization. Your ID Card Your PPO Plan ID card will also identify you as eligible for prescription drug benefits and, if you live within a PPO area, will identify you as an eligible PPO network user. Use it when you go to any healthcare provider, such as a doctor, hospital, lab or pharmacy. Showing your ID card to a PPO provider is important because it ensures you’ll be charged the correct amount, which will save you money. Your Responsibilities under the PPO Plan  Call for hospital pre-certification each time you are admitted to the hospital or if your hospital stay is extended.  Consider using a PPO provider so you can save money and avoid having to file claims.  If you go outside the PPO network, file a claim form each time you receive care. Important Information about the Preferred Provider Organization The PPO is a select group – called a network – of contracted doctors, hospitals and other healthcare professionals. These network providers offer quality medical care at a lower cost to you. With the PPO you still pay an annual deductible and 20% of eligible expenses whether you use a PPO doctor or non-PPO doctor. Benefits do not change. However, the select group of network doctors and hospitals charge a negotiated fee. That means you pay 20% of a lower charge. Your out-of-pocket costs are less when you use PPO providers. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 16 of 37 Here is an example: One Day Hospital Stay – Outside the PPO Network One Day Hospital Stay – Inside the PPO Network Hospital Bill PPO Discount Remainder to be paid Your Deductible $1,000 $0 $1,000 $200 $1,000 $300 $700 $200 Remainder after deductible $800 $500 The Plan’s 80% share Your 20% share $640 $160 $400 $100 Your savings $0 $60 This is just an example for one person’s claim – it doesn’t show the family deductible. Your savings will vary based on the amount of your doctor or hospital bill and Horizon BCBSNJ’s contract with providers. But no matter the amount of your bill, you will usually receive some discount on the total cost when you use PPO doctors. No Claim Forms In-Network Another advantage of using PPO providers is that you won’t have to file a claim and wait for payment from the insurance company. Instead, when you go to a PPO provider you just show your ID card and the doctor or hospital handles the claim forms. Horizon BCBSNJ pays your doctor or the hospital. Then, your doctor or hospital bills you for the balance – your deductible, if you haven’t yet met it, and your 20% share after plan’s 80% share. PPO Advantages  Discounted costs,  No claim forms – PPO providers will file claims on behalf of participants,  A single 800# customer service line to help you with questions about your benefits, a claim, a provider’s bill or help with locating an in-network provider. This number is located on the back of your ID card, and  Access to carefully screened and evaluated medical professionals. Freedom of Choice It is important to remember that you and your covered dependents may still use any licensed doctor or hospital you wish. Your eligible charges will still be covered at 80% after you pay the deductible. But the non-PPO provider charges will not be discounted. How to Use the PPO Visit Horizon BCBSNJ’s website and view a directory of PPO providers and check if your current doctor is in the PPO network. Also, mark the names of other doctors and hospitals you and other family members want to use. Then you can use these providers when you need healthcare services. Remember, each time you need care, you choose the doctor you want to see. When you make an appointment with a PPO provider, let the doctor’s office know that you are covered under the Horizon BCBSNJ PPO. At the doctor’s office or hospital, show your ID card. By doing so, you ensure you’ll be charged the correct amount for the visit, and you won’t have to file a claim. This is because the doctor or hospital will take care or filing the claims for you. The following chart shows your options: VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 17 of 37 When You Need Medical Care Go to an in-network provider Receive Care From:  PPO Doctor  PPO Specialist  PPO Hospital  Other PPO providers (Lab) Pay:  Annual deductible  20% of the lower Horizon BCBSNJ contract amount, so you pay less out of pocket. Go to an out-of-network provider Receive Care From:  Any doctor, specialist, hospital or provider outside the PPO network. Pay:  Annual deductible  The provider’s normal fee.  Submit claim for 80% reimbursement. Important Features under the POS Plan and the PPO Plan If you elect coverage under the POS Plan or the PPO Plan, the following features apply to you:  Hospital pre-certification,  Prescription drug program, and  Mental health, alcohol and substance abuse benefits. Hospital Pre-Certification If you or a covered dependent is scheduled to be admitted to the hospital for any reason, you or your doctor must call Horizon BCBSNJ to have your stay pre- certified. You must also call if you need to have your hospital stay extended. If you elect coverage under the PPO Plan or use an out-of-network provider under the POS Plan, you must call to get authorization. However, if you elect coverage under the POS Plan option and coordinate your care though an in-network provider, he or she will obtain this authorization for you. If possible, you, your doctor or a relative should try to call at least five days before you are scheduled to be admitted. Generally, for emergency admissions, you should seek pre-certification within 48 hours after admission or as soon as possible on the next business day after admission. If you don’t call to have your hospital stay pre-certified, you pay a penalty equal to 20% of eligible expenses (up to a maximum penalty of $500). This penalty will not count toward your out-of-pocket maximum. Don’t Forget to Call! If you or your dependent(s) need to be hospitalized, you, a family member or your physician must call for pre-authorization. If you do not call to pre-certify, your benefits will be reduced. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 18 of 37 The Prescription Drug Program Prescription drug benefits are provided through Medco. There are three methods of obtaining prescription drugs:  Short-term prescriptions – preferred pharmacy: After you meet an annual deductible of $50 per person ($150 per family), the program pays 80% of a discounted price for generic prescriptions and 70% of a discounted price for brand prescriptions. What’s more, you don’t have to file any claim forms. Simply show your pharmacist your ID card and he or she will tell you how much you need to pay.  Short-term prescriptions – non-preferred pharmacy: If you do not use a preferred pharmacy for a short-term prescription, you’re still covered, but you must pay the full retail price for the medication you need. Then, file a claim form for reimbursement. You will be reimbursed for 60% of the retail price after you have satisfied your annual deductible ($50 per person, $150 per family). You pay the remaining 40%, plus the difference between discounted price and full retail price.  Long-term prescriptions – by mail: The Mail Away program is mandatory for those Retirees on a long-term (maintenance) prescription. You can receive up to a 90-day supply of maintenance medication, delivered directly to your home. When you use the mail service feature, you pay no deductible and just 20% of the discounted price for generic prescriptions and 30% of the discounted price for brand prescriptions. Why it Makes Sense to Use a Preferred Pharmacy Here is an example of how short-term prescriptions are covered after you have met your annual deductible. For preferred pharmacy prescription… $100 (discounted price of prescription) -$80 (the program’s share) ($100 x 80%) $20 (your share) For non-preferred pharmacy prescriptions… $120 (full retail price of prescription) - $72 (the program’s share) ($120 x 60%) $48 (your share) ($120 x 40%) +$20 (difference between discounted and retail price) ($120-$100) $68 (your total out-of-pocket cost) Short-term prescriptions (up to 30 days) are for drugs that you need immediately to treat a condition, such as an accidental injury, an infection, or a virus like the flu. Long-term prescriptions (up to 90 days) are for maintenance medication you take on an ongoing basis for a chronic condition, such as diabetes or hypertension VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 19 of 37 Under the prescription drug program, your pharmacist will fill your prescription with lower cost, equally effective generic drugs if they’re available and if your doctor allows it. How the Prescription Drug Program Works If You Need Drugs for a Short Term Treatment (up to a 30-day supply)… If You Need Drugs on an Ongoing Basis (up to a 90-day supply)… Go to a preferred pharmacy. Go to a non-preferred pharmacy. Purchase prescriptions through the mail away program. No claim forms. Pay the full cost up front and file a claim for reimbursement. Pay 20% of a discounted price for generic prescriptions, 30% for brand prescriptions – no deductible needs to be met. After you meet a $50 annual deductible, pay 20% of a discounted price for generic prescriptions, 30% of a discounted price for brand prescriptions. After you meet a $50 annual deductible, pay 40% of retail price (which may be higher than the preferred pharmacy’s discount) plus the difference between the discounted price and full retail price. Your Mental Health, Alcohol & Substance Abuse Benefits The mental health, alcohol and substance abuse benefits you receive depend on the medical option you choose. When you need care, call Magellan Behavioral Health at the number listed on your ID card, which is 800-626-2212. The POS Plan In-Network Out-of-Network ** The PPO Plan ** Mental Health/ Substance Abuse * Inpatient Outpatient Lifetime Maximum Facility Charges: Plan pays 90% for up to 30 days per year after you pay a $100 copayment per hospital admission. Professional Charges: Plan pays 100%. Plan pays 100% after $15 copayment per visit (combined in-network/out- of-network maximum of 60 visits per year) N/A Plan pays 70% after your deductible. Plan pays 70% after your deductible (combined in- network/out-of-network maximum of 60 visits per year) N/A Plan pays 80% (if you use an approved provider) and 50% (if you use a non-approved provider) after your deductible. Plan pays 80% (if you use an approved provider) and 50% (if you use a non-approved provider) after your deductible. Outpatient Max: 54 visits per year Inpatient: 225 days Outpatient: 154 visits * All hospital stays must be pre-certified, or your benefits will be reduced. ** Benefits are based on customary and reasonable charges for eligible expenses. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 20 of 37 What is Covered The following section outlines eligible expenses under the POS Plan and PPO Plan and how they are paid. Important: All POS Plan out-of-network benefits and PPO Plan benefits are paid after you meet your annual deductible. Benefits are based on reasonable and customary charges for eligible expenses. What’s Covered The Plan Pays… POS Plan In-Network Out-of-Network PPO Plan Hospital Services Facility Charges – Semi-private Room & Board, Operating & Recovery Room, Lab & X-Ray/Imaging, Anesthesia, Drugs, Medications, Hemodialysis, Radiotherapy, Chemotherapy, Supplies (including Durable Medical Equipment used while confined) Professional Services – Surgeon/Co-Surgeon, Anesthesiologist, Lab & X-ray/Imaging Interpretation, Hemodialysis, Radiotherapy, Chemotherapy, Rehabilitation Therapy Physician Visits – Physician Visits & Consultations Maternity Services – Inpatient Hospital Facility Physician & Surgeon Newborn – Delivery and Prenatal and Postnatal Exam Outpatient Services Preventive Services – Routine Physicals, Well Child Care, Routine Immunizations & Injections, Vision & Hearing Screening Other Services – Adult Medical Care, Child Medical Care, Allergy Treatment OB/GYN Office Visits – Annual Well-Woman Exam Other OB/GYN Visits Mammograms Specialty Physician Services – Office Visits, Referral Physician Services, Second Surgical Opinions, Allergy Testing & Treatment 90% after $100 copay per admission 100% 100% after $15 copay per visit* 90% after $100 copay per admission 100% 100% after $15 copay per visit * 100% after $15 copay per visit 100% after $15 copay per visit 100% after $15 copay per visit 100% (provided you use an in-network lab) 100% after $15 copay per visit 70% after annual deductible 70% 70% 70% 70% 70% 70% 70% 70% 70% 70% 80% after annual deductible 80% 80% 80% 80% 80% 80% 80% 80% 80% 80% VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 21 of 37 What’s Covered Surgery Performed in Physician’s Office Outpatient Surgical – Facility Charges – Operating & Recovery Room, Lab & X-Ray/Imaging, Anesthesia, Drugs, Medications, Hemodialysis, Outpatient Surgical – Professional Services – Surgeon/Co-Surgeon, Anesthesiologist, Recovery Room, Lab & X-ray/Imaging Interpretation, Hemodialysis, Radiotherapy, Chemotherapy, Rehabilitation Therapy Independent Lab, X-ray & Imaging Services – Doctor’s Office, Dedicated Lab & X-ray Facility, Hospital Outpatient Outpatient Rehabilitation – Short Term Rehabilitation including Chiropractic, Physical Therapy, Speech Therapy (if medically necessary) Durable Medical Equipment and External Prosthetic Appliances (other than Inpatient, Outpatient Surgical or Home Health Care) Emergency Care (Hospital Emergency Room) Doctor’s Office Urgent Care Facility Ambulance Hospice Care  Inpatient  Outpatient Home Health Care (including durable medical equipment used by a home health care professional) Skilled Nursing Facilities POS Plan In-Network 100% 100% 100% 100% 100% after $15 copay per visit (combined in- network/out-of network maximum of 60 consecutive days per condition) 100% (combined in- network/out-of-network annual maximum of $10,000) 100% after $50 copay per visit (waived if admitted, but subject to $100 hospital copay) 100% after $15 copay per visit 100% after $50 copay per visit 100% 90% after $100 copay 100% 100% (combined in- network/out-of-network maximum of 100 visits per year) 90% after $100 copay per admission (combined in-network/out-of- network maximum of 60 days per year) POS Plan Out-of-Network 70% 70% 70% 70% 70% (combined in- network/out of network maximum of 60 consecutive days per condition) 70% (combined in- network/out-of- network annual maximum of $10,000) 100% after $50 copay per visit 70% after deductible 100% after $50 copay 100% 70% 70% 70% (combined in- network/out-of- network maximum of 100 visits per year) 70% (combined in- network/out-of- network maximum of 60 days per year) PPO Plan 80% 80% 80% 80% 80% 80% 80% after $50 copay per visit 80% 80% 80% 80% 80% 80% (maximum of 100 visits per year) 80% VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 22 of 37 What’s Covered Inpatient Rehabilitation Facilities Family Planning Office visit: (other than Infertility Treatment) Infertility Treatment including drugs (other than Invitro Fertilization) Invitro Fertilization Infertility Surgery (only to correct a medical condition)  Inpatient or Outpatient – Physician’s Charges  Inpatient – Facility Charges  Outpatient – Facility Charges Tubal Ligation of Vasectomy:  Inpatient or Outpatient – Physician’s Charges  Inpatient – Facility Charges  Outpatient – Facility Charges POS Plan In-Network 90% after $100 copay per admission (combined in- network/out-of-network maximum of 60 days per year) 100% after $15 copay per visit 100% after $15 copay per visit (combined in- network/out-of-network lifetime maximum of $25,000) Not Covered 100% 90% after $200 copay per surgery 100% after $100 copay per surgery 100% 90% after $200 copay per surgery 100% after $100 copay per surgery POS Plan Out-of-Network 70% (combined in- network/out-of- network maximum of 60 days per year) 70% 70% (combined in- network/out-of- network lifetime maximum of $25,000) Not Covered 70% 70% 70% 70% 70% 70% PPO Plan 80% 80% 80% Not Covered 80% 80% 80% 80% 80% 80%  Although the POS Plan and the PPO Plan cover a wide range of health care services, they do not cover everything. Before incurring any medical charges, be sure to check this list of expenses not covered, or call Horizon BCBSNJ.  All inpatient admissions, home health care and private duty nursing are subject to a $500 penalty if notification is not received. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 23 of 37 What is not Covered The following services are not covered under the POS Plan or the PPO Plan:  Cosmetic surgery, except reconstructive surgery incidental to or following surgery resulting from trauma, infections or disease, or, in the case of dependent children only, cosmetic surgery needed because of an abnormal congenital condition that has resulted in a functional defect,  Dental services of any kind for, or in connection with, treatment of the teeth or periodontum unless such expenses are due to an injury to sound natural teeth sustained while a person is injured for these benefits,  Any injury resulting from, or in the course of, any employment for wage or profit,  Any illness or injury for which you can collect Workers’ Compensation benefits,  Charges made by a hospital owned by or performing services for the US government if the charges are directly related to a sickness or injury connected to military service,  Charges for services that are illegal where you reside when the expenses are incurred,  Charges that you are not legally required to pay,  Services, care or supplies that would be available without a charge if this insurance were not in effect,  Charges in excess of customary and reasonable fees,  Services that are not medically necessary,  Custodial services not intended primarily to treat a specific injury or sickness, or any education or training,  Expenses incurred by you or a dependent that are covered under a public program (other than Medicaid),  Experimental or investigation procedures, treatments, drugs and substances. The Claims Administrator has the sole authority to determine if any proposed treatment is experimental and if any drug is experimental,  Long Term Care expenses,  Surgical charges that exceed the maximum (for out-of-network care under the BCBS (POS) Plan or under the PPO Plan, when two or more surgical procedures are performed at one time, the maximum payable is the cost of the most expensive procedure and one-half of the amount payable for all other procedures),  Charges made by an assistant surgeon in excess of 20% of the surgeon’s allowable charge (before reductions due to coinsurance and deductible amounts),  Speech therapy that is not restorative in nature,  Transsexual surgery, including hormonal therapy,  Care from a covered provider who is a family member or yours or your dependents’,  Any expenses for which mandatory automobile no-fault insurance benefits are recovered or recoverable,  Any expenses for which another party is responsible as a result of having caused the injury or sickness. If you incur a covered expense for which another party is liable, Horizon BCBSNJ has the legal right to recover benefits paid to you at the time the third party’s liability is determined and satisfied whether by settlement, judgement, arbitration or award,  Expenses relating to a failure to comply with the requirements of the Program or another medical or dental plan covering you or your dependents as your primary coverage,  Services provided by or charges reimbursable under any plan or program established according to the laws or regulations of any government. The words “plan” and “program” include but are not limited to, Medicare, Medicaid and “no-fault” auto insurance in states where such laws exist,  Services for which there is no charge to the covered person,  Services not performed or recommended by a licensed healthcare provider practicing within the scope of his or her profession except as provided by state law,  Expenses incurred prior to the effective date of the individual’s coverage under the Medical Benefits Program, VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 24 of 37  Transportation other than local use of an ambulance,  Surgical treatment of temporomandibular joint (TMJ) disorders (and all other craniomandibular disorders) or injections other than those made directly into the temporomandibular joint,  Expenses resulting from illness or injury caused by an act of war,  Nonprescription drugs and supplies, and  Artificial Insemination. The following additional medical services are not covered:  Hearing aids or examinations and prescription fittings, except for certain exams covered under in-network care under the POS Plan,  Routine refractions, eye exercises and surgical treatment for the correction of a refractive error, including radial keratotomy, when eye glasses or contact lenses may be worn,  Services not medically necessary for the diagnosis or treatment of disease, injury or pregnancy,  Custodial or convalescent care,  Any routine physical examinations not required for health reasons, including but not limited to, employment, insurance, government license, court ordered, forensic or custodial evaluations,  Routine foot care, including removal of callouses and corns unless medically necessary,  Routine physical exams from an out-of-network provider or under the PPO plan,  Well-child care from an out-of-network provider or under the PPO Plan, and  Services, supplies or equipment related to invitro fertilization. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 25 of 37 Receiving Benefits It is important to keep a careful record of your medical and prescription drug expenses. The instructions below should help you file your claims properly. If you need claim forms, please contact your local Human Resources representative. To receive a reimbursement for your eligible medical expenses you must file a claim form if you:  Use an out-of-network provider under the POS Plan, or  Use a non-PPO provider under the PPO Plan. You will also need to file claim forms for your eligible out-of-network prescription drug expenses. You generally do not need to file a claim form if you:  Use in-network providers under the POS Plan, or  Use a PPO provider under the PPO Plan Please note that your claims will not be reimbursed if:  The expense is not considered an eligible expense,  The required documentation is not provided, or  The claim form was improperly completed or unsigned. All claims should be sent to the Claims Administrator listed on your claim form. If you fail to follow the established procedures or submit your claim in an untimely manner, your claim may be denied or delayed. If you are covered under another group medical plan, submit your claims to your primary plan first (See If You Have Other Medical Coverage.) Remember, under some options and for some benefits, you will need to pay your annual deductible before you will receive any payments. If possible, use one claim form per person for several visits to the same doctor or provider. This will reduce your paperwork and help the Claims Administrator process your claims more efficiently. Always keep copies of your claim forms and receipts for your records. Please note that each participant who has covered medical expenses must complete and return a claim form at least once a year, along with copies of original receipts, to the Claims Administrator for processing. All claims submitted for payment must include:  Your name and Social Security number, and  One or more of the following: – Original doctor’s bills which show the name of the patient, name and address of your doctor, diagnosis, date(s) and types of treatment and itemized charges; – Nurses’ bills which show the name of the patient, place of duty, charges per day, nurse’s signature and R.N. license number and a written recommendation from the prescribing doctor; or – Other bills which show the name of the patient, nature of the illness, injury or disability, date(s) and charges. Your pharmacist’s bills must show the name of the patient, prescription number, date of purchase, cost and name of the prescribing doctor. Please note that hospitals often submit their bills directly to the Claims Administrator. Be sure to request an itemized copy so that you can review the charges. Also, please keep the following in mind when you file a claim: VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 26 of 37  Canceled checks, balance due statements and paid receipts cannot be used in place of actual bills or itemized statements, and  Except for hospital payments, all benefits will be paid to you unless you authorize direct payment to the provider of services by signing the assignment of benefits consent on the claim form. Hospital payments are made directly to the hospital. Any payment made in good faith pursuant to assignment of benefits shall fully discharge the plan and Company to the extent of the payment. All claims for eligible expenses must be submitted for processing no later than March 31 of the year immediately following the year in which the expense was incurred. For example, medical expenses incurred in 2007 must be submitted no later than March 31, 2008. After your claim is processed, you will receive an Explanation of Benefits (EOB) form describing the expenses submitted, any exclusion or deductible and the benefits paid, if any. Coordination with Medicare Your benefits under the Plan will be coordinated with Medicare, as of your Medicare eligibility date (the first day of the month in which you reach age 65). Medicare will be your primary payer. (Please see If You Have Other Medical Coverage.) Please note, if you are enrolled in the POS once you reach age 65 you are no longer eligible for the POS Plan. Please contact the Benefits Department prior to your 65th birthday to enroll in the PPO Plan. Medicare provides insurance coverage for both hospital (Part A) and supplemental medical coverage (physician visits, physical and occupational therapists, diagnostic X-rays, laboratory and other tests) (Part B). Once you are eligible for Medicare, the Plan will pay benefits as if you (or your spouse) are receiving benefits from Medicare—whether or not you have actually enrolled. If you retired before January 1, 2005, the PPO Plan will pay your benefits as secondary coverage to Medicare. This means that Medicare will pay your benefits first and then the PPO Plan may pay additional benefits for amounts not covered by Medicare. The Plan will work exactly the same way as it did before you turned 65, with the same deductibles, coinsurance and out-of-pocket maximums. If you retired on or after January 1, 2005, the PPO Plan works a bit differently. It acts as a safety net as secondary coverage to Medicare. What this means is that when your medical expenses that are not reimbursed by Medicare total $2,000 for an individual ($4,000 for family), the plan will then begin to pay benefits. The Plan will cover your medical expenses at 100% of allowable charges for the remaining portion of the calendar year. Covered services are the same as before (see table on page 19), but you are now reimburse at 100% and the out-of-pocket expenses that Medicare did not pay are considered as your deductible. Prescription drug coverage is the same for all retirees. It is up to you whether or not to enroll in Medicare Part D for prescription drug coverage. The Company will supply annual notices of creditable coverage to help you make your decision as to the value of Medicare Part D for your personal situation. If you enroll in Medicare Part D and have prescription drug coverage under the PPO Plan the rules outlined below in “If You Have Other Medical Coverage” for determining primary and secondary plans will apply in the same manner. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 27 of 37 If You Have Other Medical Coverage If you and/or your dependents are eligible for any other medical coverage—such as Medicare or coverage provided by another employer—your benefits under the Plan will be coordinated with payments you receive from other sources. This ensures that each plan pays its fair share and you receive the benefits to which you're entitled. Under Coordination of Benefits (COB), two or more plans can coordinate benefit payments so that the combined payments of all plans do not exceed the actual expense incurred. One plan is primary and pays its regular benefits. The other plan is secondary and pays the difference in expenses—up to the maximum amount payable under that plan if there had been no COB feature. If the Plan is your secondary payer—for example, if Medicare is your primary payer—it will pay the difference in expenses, up to 100% of the cost of those expenses. Here's How COB Works for Retirees: If you are covered under another plan as an active (non-retired) employee (or as the dependent of an active employee), that plan will pay benefits before a plan covering you as a retired employee (or as the dependent of a retiree). For example, assume your spouse works full-time and receives coverage from his or her employer, and you are covered as a dependent under your spouse's plan and as a retiree under the Plan. When you incur a medical expense, your spouse's plan will be primary and the Plan will be secondary. In the event that the Plan and your other medical coverage both state that benefits are provided on a secondary basis, the following rules apply: 1. If you are covered as a retiree under both plans, the plan you have been covered under the longest will pay benefits first. 2. If you are covered as a retired dependent spouse under your other coverage, the Plan will pay benefits first. Here's How COB Works for Your Covered Dependent Children: If your children are covered by more than one employer-sponsored health plan, the plan covering the parent as an active employee is primary. If both you and your spouse are covered as retirees under both plans, the "birthday rule" determines which plan (yours or your spouse's) is primary for your children. The plan covering the spouse whose birth date (month and day) falls earlier in the year is primary for your children. When you submit bills for children covered by two plans: If ... Then ... Your birth date is first in the calendar year ... The Plan is primary; submit your children's bills to the Plan first, then to your spouse's plan. Your spouse's birth date is first in the calendar year ... Your spouse's plan is primary; submit your children's bills to your spouse's plan first. Expenses not covered under your spouse's plan may be covered by the Plan. You both have the same birth date ... The plan covering the parent for the longer period will pay first. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 28 of 37 If you are divorced or legally separated, the plans pay benefits in this order: 1. The plan of the parent with custody, 2. The plan of the spouse (if any) of the parent with custody, and 3. The plan of the parent without custody. However, if a court assigns responsibility to one parent for paying the child's healthcare expenses (under a Qualified Medical Child Support Order), that parent's plan is primary—regardless of custody or residency. You must provide information to help Horizon BCBSNJ administer this provision. If Your Claim is Denied If your claim for benefits is denied in whole or in part, you will receive written notification from the Claims Administrator within 90 days. The notice will include:  The reason for denial with reference to the specific plan provision(s) on which the denial was based,  Description of any material necessary to process the claim properly, and the reason(s) why the materials are needed, and  An explanation of the claim review procedure. Within 60 days after receiving the denial, you may submit a written request for reconsideration to the Claims Administrator. Documents or records in support of the appeal should accompany any such request. The Claims Administrator will respond within 60 days after receipt of the appeal, explaining the reasons for the decision, and referring to the specific plan provision(s) on which the decision is based. If the Claims Administrator needs a 60-day extension, you will receive a written notice of the extension before the end of the original 60-day period. The Plan Administrator or a designated third party, such as the Claims Administrator, has the authority and responsibility to interpret the provisions of this program and other related plan documents. When Coverage Ends Your Medical Benefits Program coverage ends when:  You waive coverage,  You stop paying the necessary contributions,  The company ends Retiree Medical coverage, or  You die. When Dependents’ Coverage Ends If you die while covered under the Plan, coverage for your surviving spouse and children may be continued as long as they are eligible and continue to pay the necessary contributions. Your dependents’ coverage ends when:  You—or your surviving spouse after your death—waives coverage,  Your children no longer qualify as eligible dependents,  You—or your surviving spouse after your death—stop paying the necessary contributions, VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 29 of 37  Your surviving spouse dies, or  The company ends retiree medical coverage. Once coverage ends, you or your family members cannot re-enter the Plan for any reason. If the Plan ends, benefits will be paid for eligible expenses incurred before the Plan's termination date, as long as you properly file a claim. For more information about filing claims, see Receiving Benefits. About COBRA The Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) requires that employers like SUEZ Water allow participants and their covered dependents to continue their company sponsored health coverage at their own expense when certain events occur. You may continue coverage through COBRA for up to 18 months (or until you become eligible for Medicare) if the company ends its retiree medical coverage. Your eligible dependents may continue coverage through COBRA for up to 36 months if one of the following events occurs:  You and your spouse die,  You and your spouse divorce or legally separate, or  Your dependents no longer meet the Plan’s eligibility requirements. Please note that if the Plan changes, those changes will also apply to extended coverage. To receive extended coverage, you and your dependents are required to make a timely election and make monthly premium payments. If elected, COBRA coverage begins on the day regular group coverage ends. How Long COBRA Coverage May Continue Continued coverage through COBRA will end before the maximum time period is reached if:  The cost of coverage is not paid on a timely basis,  You or your dependents become covered under another group medical plan which does not exclude or limit the coverage provided to you or your dependents as the result of a pre-existing condition,  The company ends its medical coverage for active and retired employees,  You become entitled to Medicare, or  You or your dependents—previously determined to be disabled under the Social Security Act— are determined to no longer be disabled. Cost of COBRA Coverage The cost of extended healthcare coverage through COBRA is 102% of the cost for that healthcare option. This includes the cost to the company plus a 2% administration fee. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 30 of 37 COBRA Notification The company is responsible for notifying you and your dependents of the right to purchase extended coverage whenever the company is aware that you are in a position to take advantage of this option. Obviously, there may be times when the company is not aware of a COBRA situation. If there is a change in your dependent's status because you divorce or separate from your spouse, a child becomes ineligible for coverage, or you need to extend coverage because of a disability, you must inform the company of the particular situation so that your dependents can be notified of their COBRA rights. The company will notify you of your right to purchase COBRA coverage. However, in some cases, like divorce, you must notify the company so that your dependents can purchase COBRA. You must provide this notice in writing within 60 days of the particular situation which results in your dependents' ability to elect continued coverage under COBRA. Your failure to timely notify the company can result in a delay or loss of healthcare benefits to your dependents. You or your dependents have 60 days in which to exercise the right to purchase extended coverage. The 60-day period starts on the date you or your dependents are notified of this right (if later, the date your retiree coverage under the Plan ends). You or your dependents cannot enroll for extended coverage once the 60-day election period has expired. How to Purchase COBRA Coverage You can elect extended coverage through COBRA on a special form which will be sent to you. You are not required to provide evidence of insurability. If you elect extended coverage, you have 45 days from the date of your election to make your first payment. It is recommended, however, that your check accompany your application. Once your extended coverage begins, you will not receive a bill each month and you are required to make timely payments. A payment is considered timely if it is received by the first day of the month for which coverage is being purchased. If payment is not received by the last day of the month for which coverage is being purchased, coverage will be terminated, effective as of the first day of that month. For example, a "timely" payment for the month of March should be received by March 1. If payment is not received by March 31, your coverage will end as of that March 1. You will not receive payment for medical expenses incurred on or after March 1. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 31 of 37 Section Two: Your Retiree Life Insurance Benefits Who Is Eligible You are eligible for retiree life insurance coverage if you:  Were covered under a life insurance plan sponsored by SUEZ Water as an active employee, and  Retire from the company and begin receiving immediate payment of pension benefits under a SUEZ Water Pension Plan at the time of your retirement. When Coverage Begins Retiree life insurance coverage begins automatically on the day following your last day worked. However, you must complete and return a beneficiary designation form to the Human Resources Benefits Department before your retirement date. Please note that any reduction in your coverage level due to retirement will take effect on your retirement date. Cost of Coverage SUEZ Water pays the full cost of your retiree life insurance coverage. How Your Coverage Works Your beneficiary is paid an amount equal to your life insurance coverage if you should die while you are covered. You may be eligible to convert the amount of your life insurance that was lost due to the reduction at retirement. Please see the Converting Your Life Insurance Coverage to an Individual Policy for more information. What’s Not Covered You will not receive benefits if your death is the result of:  The act of committing or attempting to commit a felony,  Any war or act of war, declared or undeclared, or  Full-time active duty in any armed forces. Receiving Benefits Life insurance benefits generally are paid in a lump sum to your beneficiary. For information about filing a claim, please see Filing a Claim below. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 32 of 37 Filing a Claim To file a claim, your beneficiary should contact the Human Resources Benefits Department within 30 days of your death to request the appropriate forms. He or she must complete and return these forms to the Human Resources Benefits Department, along with written proof of your death, within 90 days of the event. The Benefits Department will work with your beneficiary and the insurance company to file the forms. The insurance company determines whether or not to pay benefits. If a Claim Is Denied If a claim for benefits is denied in whole or in part, your beneficiary will receive written notification from the Claims Administrator within 90 days. The notice will include:  The reason for denial, with reference to the specific plan provision(s) on which the denial was based,  Description of any material necessary to process the claim properly and the reason(s) why the materials are needed, and  An explanation of the claim review procedure. Within 60 days after receiving the denial, your beneficiary may submit a written request for reconsideration to the Claims Administrator. Documents or records in support of the appeal should accompany any such request. The Claims Administrator will respond within 60 days—or 120 days under special circumstances— after receipt of the appeal, explaining the reasons for the decision, and referring to the specific plan provision(s) on which the decision is based. The Plan Administrator, or a designated third party, such as the Claims Administrator or plan insurer, has the authority and responsibility to interpret the provisions of this plan and other related plan documents. Choosing Your Beneficiary When you retire, you may wish to update your beneficiary. You may choose anyone you want as a beneficiary and you may change your selection any time. In addition, you may name more than one beneficiary. If you do, you must indicate the percentage of benefit that you wish each person to receive. If you do not indicate how you want your benefit divided, it is shared equally among all your beneficiaries. In any case, the total payable to all beneficiaries must equal 100%. If you do not select a beneficiary, or if there is no living beneficiary, your benefits are paid—at the insurance company's option—to your spouse, child or children, parents, brothers and sisters, or your estate. If you name a minor as your beneficiary, he or she may not be able to receive payment. The appropriate form for naming and changing your beneficiary(ies) is available from the Human Resources Benefits Department. Please contact them for this form or if you have any questions. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 33 of 37 When Your Coverage Ends Your retiree life insurance coverage ends on the earliest of the following dates:  The company stops paying the premium,  The company ends retiree life insurance coverage, or  You die. In some cases, you may convert your life insurance to an individual policy when your coverage ends or is reduced. Please see the following section, Converting Your Life Insurance Coverage to an Individual Policy, for more information. Converting Your Life Insurance Coverage to an Individual Policy If your life insurance coverage ends or is reduced because of retirement, you may convert your coverage to an individual policy. You can convert up to the amount you were previously insured for, or the difference between your original benefit and the reduced benefit. You will not have to provide evidence of good health. The converted policy takes effect on the 32nd day after the date your coverage is reduced or ends. If you are eligible to convert to an individual policy, you need to apply and pay the first premium within 31 days of the date your group coverage ends or is reduced. The benefits section of Human Resources will provide you with a conversion form when you become eligible. If you die during the 31 days of your conversion period, your beneficiary receives the full benefit that you could have converted. Assigning Ownership of Your Insurance Benefits You have the right to assign your life insurance benefits to someone else. This person is called the assignee. If you assign benefits, your assignee becomes the owner of your benefit. All rights belong to the assignee. Therefore, you cannot change your beneficiary, cancel or reduce your coverage, convert your coverage to an individual policy, or, revoke the assignment. You should contact Benefits Department for more information about assignment. In addition, you may want to seek legal advice before taking this step. Using Insurance Benefits as Payments Your life insurance benefits cannot be used as collateral to borrow money. Creditors cannot take these benefits as payment for any debt you owe until after you (or your beneficiary) receive the money. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 34 of 37 Section Three: Important Administrative Information This section of the booklet includes administrative information as well as material specified by the Employee Retirement Income Security Act of 1974 (ERISA). ERISA is a body of law governing certain employee benefits. Under ERISA, you are entitled to receive a clear and accurate description of your benefits. Therefore, the information in this section compliments the material in other sections so that together they provide a complete summary plan description as defined by ERISA. Plan Sponsor Suez 461 From Road, Suite 400 Paramus NJ 07652 201-767-9300 Plan Type Welfare plan providing healthcare benefits Plan Name SUEZ Water Medical Benefits Program Plan Number 502 Plan Year January 1 through December 31 Employer Identification Number 22-2441477 Plan Administrator Suez 461 From Road, Suite 400 Paramus NJ 07652 201-767-9300 Claims Administrator for the POS and PPO Plans Horizon Blue Cross Blue Shield of New Jersey P.O. Box 1219 Newark, NJ 07101-1219 The Claims Administrator does not guarantee the benefits under the plan. Claims Administrator - Life Insurance ReliaStar P.O. Box 1548 Minneapolis, MN 55440 Agent for Service of Legal Process Suez 461 From Road, Suite 400 Paramus NJ 07652 201-767-9300 VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 35 of 37 Plan Funding The program is self-insured. Benefits are funded directly by the company. Plan Termination and Amendment SUEZ Water Resources Inc. expects and intends to continue the Medical Benefits Program, but reserves the right to end, amend or change the plan, in whole or in part, at any time and for any reason unless any collective bargaining agreement currently in effect states otherwise. Plan termination and amendments will be in writing signed by a Company Officer. A change may involve the transfer of assets and debts to another plan or split the current plan into two or more parts. If the plan is terminated, you will not receive any further benefit under the plan – other than payment of benefit for losses or expenses incurred before the program was terminated. Your Legal Rights As a participant in the SUEZ Water Medical Benefits Program, you are entitled to certain rights and protection under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA allows program participants to:  Examine, without charge at the Plan Administrator’s office and at major locations, all plan documents, including insurance contracts, collective bargaining agreements and copies of all documents filed by the program with the US Department of Labor such as detailed annual reports and plan descriptions.  Obtain copies of all plan documents and other plan information upon written request to the Plan Administrator. The Plan Administrator may charge a reasonable fee for the copies.  Receive a summary of the plan’s annual financial report. You have the right to expect fiduciaries – the people who are responsible for the management of the program - to act prudently and in the best interest of you and other program participants. Another ERISA-guaranteed right states that no one – including your employer, your union, or any other person – may fire you or otherwise discriminate against you in any way to prevent you from obtaining a program benefit or exercising your rights under ERISA. If your claim for a program benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial. You have a right to have the Plan Administrator review and reconsider your benefit claim. Because the law protects your rights under ERISA, you can also file suit if the need ever arises. For example, if you request materials from the plan and do not receive them within 30 days, you may file suit in a federal court. In such a case the court may require the Plan Administrator to provide the materials and pay a fine of up to $100 a day until you receive the materials unless the materials were not sent because of reasons beyond the control of the Plan Administrator. You may also file suit in a state or federal court if you have a claim for benefits which are denied or ignored in whole or in part. You also can seek assistance from the U.S. Department of Labor or file suit in federal court if you believe a fiduciary has misused program funds or your rights under the law have been interfered with. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay the costs and fees. If you lose – because, for example, the court finds your claim frivolous – you may be ordered to pay all these costs and fees on your own. VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 36 of 37 If you have any questions about your rights under ERISA, you should contact the nearest Area Office of the U.S. Labor-Management Services Administration, Department of Labor. Important Telephone Numbers The following chart provides a list of telephone numbers you can call if you have benefits questions. If you have a Question About… Call… At… Eligibility, Enrollment, Family Status Changes Your local Human Resources representative Your location The POS Plan Horizon BCBSNJ The telephone number listed in the provider directory or on your ID card or contact them at www.horizonblue.com/national accounts The PPO Plan Horizon BCBSNJ Call the number listed on your ID card or contact them at www.horizonblue.com/national accounts Hospital Pre-Certification Horizon BCBSNJ Call the number listed on your ID card or contact them at www.horizonblue.com/national accounts The Prescription Program (Mail Service) Medco 1-800-987-5248 www.medco.com Mental Health & Substance Abuse Program Magellan Behavioral Health 1-800-626-2212 VEO-W-22-02 IPUC DR 21 Attachment 7 Pre 65 Retiree Plan Page 37 of 37 SECOND AMENDMENT TO THE SUEZ WATER RESOURCES INC. 401(k) PLAN (As Amended and Restated Effective January 1, 2017) WHEREAS, SUEZ Water Resources, Inc. (the “Company”) sponsors and maintains the SUEZ Water Resources Inc. 401(k) Plan (the “Plan”) on behalf of itself and other Participating Employers; and WHEREAS, pursuant to Section 10.1 of the Plan, the Company, by action of the Senior Vice President of Human Resources of the Company, reserves the right to amend the Plan at any time; and WHEREAS, the Company desires to amend the Plan. NOW, THEREFORE, BE IT RESOLVED, that the Plan is amended, effective as of October 13, 2020, as follows: 1. Subsection 3.6(a) of the Plan is hereby amended in its entirety to read as follows: “(a) An Eligible Employee, whether or not otherwise a Participant and whether or not participating in the Plan with respect to Elective or After-tax Contributions, and a Participant may make a Rollover Contribution to the Plan. The Administrator may require the Eligible Employee or Participant to submit such evidence and documentation as the Administrator determines necessary to be assured that the proposed contribution qualifies as a Rollover Contribution.” 2. Subsection 3.6(b) of the Plan is hereby amended by revising the last sentence of the last paragraph thereof to read as follows: “The definition of eligible rollover distribution shall also apply in the case of a distribution to a terminated, vested Participant, surviving spouse or to a spouse or former spouse who is the alternate payee under a Qualified Domestic Relations Order.” 3. Subsection 3.6(c) of the Plan is hereby amended in its entirety to read as follows: “(c) The receipt of funds described in (b)(i) or (ii) above by the Plan must be on or before the 60th day following the Eligible Employee’s or Participant’s receipt of the distribution from the other Eligible Retirement Plan (as defined in Section 8.9(c)).” *** VEO-W-22-02 IPUC DR 21 Attachment 8 401(k) Plan - 2nd Amendment (rollover) Page 1 of 2 IN WITNESS WHEREOF, this Amendment is hereby adopted by the following authorized signer as of this 13 day of October, 2020. SUEZ WATER RESOURCES, INC. By:________________________________ Martin Falkenberg Senior Vice President of Human Resources VEO-W-22-02 IPUC DR 21 Attachment 8 401(k) Plan - 2nd Amendment (rollover) Page 2 of 2 1 of 3 THIRD AMENDMENT TO THE SUEZ WATER RESOURCES INC. 401(k) PLAN (As Amended and Restated Effective January 1, 2017) WHEREAS, SUEZ Water Resources LLC (the “Company”) sponsors and maintains the SUEZ Water Resources Inc. 401(k) Plan (the “Plan”) on behalf of itself and other Participating Employers; and WHEREAS, pursuant to Section 10.1 of the Plan, the Company reserves the right to amend the Plan at any time; and WHEREAS, by resolution dated October 20, 2020, the Company approved the delegation to the Chief Financial Officer of SUEZ North America (“CFO”) of amendment authority with respect to the Plan; and subsequently, by resolution dated October 20, 2020, the CFO approved the delegation to the Senior Vice President of Human Resources of SUEZ North America of certain amendment authority with respect to the Plan; and WHEREAS, the Company now desires to amend the Plan. NOW, THEREFORE, BE IT RESOLVED, that the Plan is amended, effective as of the dates set forth herein, as follows: 1.Effective as of February 28 2019, the Plan sponsor’s name is changed from “SUEZ Water Resources Inc.” to “SUEZ Water Resources LLC” and all applicable references to “SUEZ Water Resources Inc.” in the Plan document, other than in the Introduction and for the avoidance of doubt Section 3.5, are hereby replaced with “SUEZ Water Resources LLC”. 2.Effective as of February 28, 2019 the Plan is renamed the “SUEZ Water Resources LLC 401(k) Plan” and all applicable references to “SUEZ Water Resources Inc. 401(k) Plan” in the Plan document are hereby replaced with “SUEZ Water Resources LLC 401(k) Plan.” 3.Effective as of October 20, 2020, Section 1.16 is hereby amended in its entirety to read as follows: “1.16 “Committee” means the Retirement Committee, and any successor thereto, whose members are appointed or removed by the Company.” 4.Effective as of February 28, 2019, Section 1.17 is hereby amended in its entirety to read as follows: “1.17 “Company” means SUEZ Water Resources LLC f/k/a SUEZ Water Resources Inc. prior to February 28, 2019 and United Water Resources Inc. prior to November 9, 2015, a corporation organized under the laws of the State of New Jersey, or any successor thereto.” VEO-W-22-02 IPUC DR 21 Attachment 9 401(k) Plan - 3rd Amendment (Name) Page 1 of 3 2 of 3 5.A new Section 1.19 is hereby added to the Plan, and all Sections, subsections and cross-references are renumbered accordingly, to read as follows: “1.19 “Earnings” means, for purposes of Section 3.5, the annual base salary of a Participant as of December 31 of each Plan Year (to which the Age Based Contribution relates), as determined pursuant to a Participating Employer’s payroll records.” 6.Effective as of February 28, 2019, Plan Section 1.47 is amended in its entirety to read as follows: “1.47 “Plan” means the SUEZ Water Resources LLC 401(k) Plan, f/k/a the SUEZ Water Resources Inc. 401(k) Plan prior to February 28, 2019 and the United Water Resources, Inc. 401(k) Plan prior to November 9, 2015, as set forth herein and as amended from time to time. 7.Subsection 3.5(b) of the Plan is hereby clarified by replacing the first sentence thereof to read as follows: “(b) The Age-Based Contribution for a Participant described in Section 3.5(a) shall be equal to a percentage of Earnings determined in accordance with the following schedule:” 8.Effective January 1, 2020, subsection 8.8(c)(ii)(A) is hereby amended in its entirety to read as follows: “(A) If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 72 (age 70½, if the Participant was born before July 1, 1949), if later.” 9.Effective January 1, 2020, subsections 8.8(f)(v)(A) and (B) are hereby amended in their entirety to read as follows: “(A) For a Participant who is a Five Percent Owner, the Required Beginning Date is April 1 following the calendar year in which the Participant attains age 72 (age 70½, if the Participant was born before July 1, 1949); (B)For a Participant who is not a Five Percent Owner, the Required Beginning Date is April 1 following the later of (i) the calendar year in which the Participant attains age 72 (age 70½, if the Participant was born before July 1, 1949), and (ii) the calendar year in which the Participant retires.” VEO-W-22-02 IPUC DR 21 Attachment 9 401(k) Plan - 3rd Amendment (Name) Page 2 of 3 3 of 3 10. Effective as of October 20, 2020, Section 9.1(a) is hereby amended by revising the first sentence thereof to read as follows: “The Company or its delegate shall be the “plan administrator” for purposes of Code Section 414(g) and the “administrator” for purposes of ERISA Section 3(16).” 11. Effective as of October 20, 2020, Section 10.1 is hereby amended by replacing the first sentence of the first paragraph thereof to read as follows: “At any time, the Company or its delegate, by written instrument executed by an authorized signer, may amend or modify the Plan, retroactively or otherwise, or may terminate the Plan, subject, however, to the other provisions of this Article.” 12. Effective as of January 1, 2021, Schedule A is hereby amended by adding a new row to the end thereof to read as follows: SUEZ Environmental Solutions N.A. Inc.: Eligible Employees performing services for the business unit referred to as M&S (305) 100% of Elective and After-tax Contributions not in excess of the first 3% of Participant Compensation, plus 50% of Elective and After-tax Contributions not in excess of the next 2% of Participant Compensation *** IN WITNESS WHEREOF, this Amendment is hereby adopted by the following authorized signer as of this 23rd day of December, 2020. SUEZ WATER RESOURCES LLC By:______________________________________ Name: Martin Falkenberg Title: Senior Vice President of Human Resources VEO-W-22-02 IPUC DR 21 Attachment 9 401(k) Plan - 3rd Amendment (Name) Page 3 of 3 1 of 3 FOURTH AMENDMENT TO THE SUEZ WATER RESOURCES LLC 401(k) PLAN (As Amended and Restated Effective January 1, 2017) WHEREAS, SUEZ Water Resources LLC (the “Company”) sponsors and maintains the SUEZ Water Resources LLC 401(k) Plan (the “Plan”) on behalf of itself and other Participating Employers; and WHEREAS, pursuant to Section 10.1 of the Plan, the Company reserves the right to amend the Plan at any time; and WHEREAS, by resolution dated October 20, 2020, the Company approved the delegation to the Chief Financial Officer of SUEZ North America (“CFO”) of amendment authority with respect to the Plan; and subsequently, by resolution dated October 20, 2020, the CFO approved the delegation to the Senior Vice President of Human Resources of SUEZ North America of certain amendment authority with respect to the Plan; and WHEREAS, the Company now desires to amend the Plan. NOW, THEREFORE, BE IT RESOLVED, that the Plan is amended, effective as of the dates set forth herein, as follows: 1.Effective as of March 15, 2021, Paragraph 3.5(a)(ii) of the Plan is amended in its entirety to read as follows: (ii)is employed by a Participating Employer that was a participating employer in the SUEZ Water Resources Inc. Retirement Plan (previously known as the United Water Resources Inc. Retirement Plan) as of December 31, 2009, or is employed by SUEZ Water Environmental Services Inc. and is performing services at a facility in Bayonne, Jersey City, Rahway or Hoboken; and 2.Effective as of March 15, 2021, the second and third rows of Schedule A are hereby amended in their entirety to read as follows: SUEZ Water Environmental Solutions Inc.: All Eligible Employees except employees performing services at the following facilities or business units: 100% of Elective and After-tax Contributions not in excess of the first 3% of Participant Compensation, plus 50% of Elective and After-tax Contributions not in excess of the next 2% of Participant Compensation Facilities •Bayonne •Jersey City •Rahway Business Units •Hydro Management Services •U.S. Water VEO-W-22-02 IPUC DR 21 Attachment 10 401(k) Plan - 4th Amendment (Hoboken) Page 1 of 3 2 of 3 • Hoboken • Lynn • AOS Operating Company at City of East Providence • AOS Operating Company except at City of East Providence, or City of Middletown • United Water Services Mississippi LLC SUEZ Water Environmental Solutions Inc.: Eligible Employees performing services for a facility in: Bayonne, Jersey City, Rahway or Hoboken • Hired before January 1, 2010: 50% of Elective and After-tax Contributions not in excess of the first 6% of Participant Compensation • Hired on or after January 1, 2010: 50% of Elective and After-tax Contributions not in excess of the first 8% of Participant Compensation 3. Effective as of July 1, 2021, a new row is added to Schedule A to read as follows: SUEZ Water Environmental Solutions Inc.: Eligible Employees performing services for a facility in: Lynn, Massachusetts 100% of Elective and After-tax Contributions not in excess of the first 3% of Participant Compensation, plus 50% of Elective and After- tax Contributions not in excess the next 3% *** VEO-W-22-02 IPUC DR 21 Attachment 10 401(k) Plan - 4th Amendment (Hoboken) Page 2 of 3 3 of 3 IN WITNESS WHEREOF, this Fourth Amendment is hereby adopted by the following authorized signer as of this 23 day of December, 2021. SUEZ WATER RESOURCES LLC By:______________________________________ Name: Martin Falkenberg Title: Senior Vice President of Human Resources VEO-W-22-02 IPUC DR 21 Attachment 10 401(k) Plan - 4th Amendment (Hoboken) Page 3 of 3 SECOND AMENDMENT TO THE SUEZ WATER RESOURCES INC. COLLECTIVELY BARGAINED 401(k) PLAN (As Amended and Restated Effective January 1, 2017) WHEREAS, SUEZ Water Resources, Inc. (the “Company”) sponsors and maintains the SUEZ Water Resources Inc. Collectively Bargained 401(k) Plan (the “Plan”) on behalf of itself and other Participating Employers; and WHEREAS, pursuant to Section 10.1 of the Plan, the Company, by action of the Senior Vice President of Human Resources of the Company, reserves the right to amend the Plan at any time; and WHEREAS, the Company desires to amend the Plan. NOW, THEREFORE, BE IT RESOLVED, that the Plan is amended, effective October 13, 2020, as follows: 1. Subsection 3.7(a) of the Plan is hereby amended in its entirety to read as follows: “(a) An Eligible Employee, whether or not otherwise a Participant and whether or not participating in the Plan with respect to Elective, After-Tax Contributions or Participating Employer contributions, and a Participant may make a Rollover Contribution to the Plan. The Administrator may require the Eligible Employee or Participant to submit such evidence and documentation as the Administrator determines necessary to be assured that the proposed contribution qualifies as a Rollover Contribution.” 2. Subsection 3.7(b) of the Plan is hereby amended by revising the last sentence of the last paragraph thereof to read as follows: “The eligible rollover distribution shall also apply in the case of a distribution to a terminated, vested Participant, surviving spouse, or to a spouse or former spouse who is the alternate payee under a Qualified Domestic Relations Order.” 3. Subsection 3.7(c) of the Plan is hereby amended in its entirety to read as follows: “(c) The receipt of funds described in (b)(i) or (ii) above by the Plan must be on or before the 60th day following the Eligible Employee’s or Participant’s receipt of the distribution from the other Eligible Retirement Plan (as defined in Section 8.9(c)).” VEO-W-22-02 IPUC DR 21 Attachment 11 Barg 401(k) Plan - 2nd Amendment (rollover) Page 1 of 2 *** IN WITNESS WHEREOF, this Amendment is hereby adopted by the following authorized signer as of the 13 day of October, 2020. SUEZ WATER RESOURCES, INC. By:________________________________ Martin Falkenberg Senior Vice President of Human Resources VEO-W-22-02 IPUC DR 21 Attachment 11 Barg 401(k) Plan - 2nd Amendment (rollover) Page 2 of 2 1 of 4 THIRD AMENDMENT TO THE SUEZ WATER RESOURCES INC. COLLECTIVELY BARGAINED 401(k) PLAN (As Amended and Restated Effective January 1, 2017) WHEREAS, SUEZ Water Resources LLC (the “Company”) sponsors and maintains the SUEZ Water Resources Inc. Collectively Bargained 401(k) Plan (the “Plan”) on behalf of itself and other Participating Employers; and WHEREAS, pursuant to Section 10.1 of the Plan, the Company reserves the right to amend the Plan at any time; and WHEREAS, by resolution dated October 20, 2020, the Company approved the delegation to the Chief Financial Officer of SUEZ North America (“CFO”) of amendment authority with respect to the Plan; and subsequently, by resolution dated October 20, 2020, the CFO approved the delegation to the Senior Vice President of Human Resources of SUEZ North America of certain amendment authority with respect to the Plan; and WHEREAS, the Company now desires to amend the Plan. NOW, THEREFORE, BE IT RESOLVED, that the Plan is amended, effective as of the dates set forth herein, as follows: 1.Effective as of February 28, 2019, the Plan sponsor’s name is changed from “SUEZ Water Resources Inc.” to “SUEZ Water Resources LLC” and all applicable references to “SUEZ Water Resources Inc.” in the Plan document, other than in the Introduction and, for the avoidance of doubt, Section 1.51, are hereby replaced with “SUEZ Water Resources LLC”. 2.Effective as of February 28, 2019 the Plan is renamed the “SUEZ Water Resources LLC Collectively Bargained 401(k) Plan”. 3.Effective as of October 20, 2020, Section 1.15 is hereby amended in its entirety to read as follows: “1.15 “Committee” means the Retirement Committee, and any successor thereto, whose members are appointed or removed by the Company. 4.Effective as of February 28, 2019, Section 1.16 is hereby amended in its entirety to read as follows: “1.16 “Company” means SUEZ Water Resources LLC f/k/a SUEZ Water Resources Inc. prior to February 28, 2019 and United Water Resources Inc. prior to November 9, 2015, a corporation organized under the laws of the State of New Jersey, or any successor thereto.” VEO-W-22-02 IPUC DR 21 Attachment 12 Barg 401(k) Plan - 3rd Amendment (Name) Page 1 of 4 2 of 4 5. A new Section 1.18 is hereby added to the Plan, and all subsection Sections and subsections are renumbered accordingly, to read as follows: “1.18 “Earnings” means, for purposes of Section 3.5, the annual base salary of a Participant as of December 31 of each Plan Year (to which the Age Based Contribution relates), as determined pursuant to a Participating Employer’s payroll records.” 6. Effective as of February 28, 2019, Plan Section 1.45 is amended in its entirety to read as follows: “1.47 “Plan” means the SUEZ Water Resources LLC Collectively Bargained 401(k) Plan, f/k/a the SUEZ Water Resources Inc. 401(k) Plan prior to February 28, 2019 and the United Water Resources, Inc. 401(k) Plan prior to November 9, 2015, as set forth herein and as amended from time to time.” 7. Effective as of March 3, 2020 subsection 3.3(b) is amended in its entirety to read as follows: “(b) If (i) Schedule D is applicable with respect to a Participating Union Group and if the Participant represented by that Participating Union Group was hired before the Applicable Hire Date and had not yet reached the maximum number of years of service for benefit accrual purposes allowed under the applicable Retirement Plan or (ii) a Participant is represented by Utility Workers Union of America, AFL-CIO Local 601 located in Bayonne, New Jersey as of March 3, 2020 and was hired on or before December 31, 2009, the Matching Contribution will be equal to 50 percent of that portion of the Participant’s Elective and After-tax Contributions that does not exceed 6 percent of the Participant’s Compensation for the payroll period;” 8. Subsection 3.5(a)(i) of the Plan is hereby clarified in its entirety to read as follows: “(i) If the Participant was hired before the Applicable Hire Date and reached the maximum number of years of service allowed for benefit accrual purposes under the applicable Retirement Plan as of the Applicable Hire Date, such Participant shall receive an Age-Based Contribution equal to 4% of his or her Earnings;” 9. Subsection 3.5(a)(ii)(B) of the Plan is hereby clarified by replacing “Compensation” in the table with “Earnings.” 10. Effective March 3, 2020, a new subsection 3.5(b) is hereby added to the Plan and all subsections and cross-references are hereby renumbered accordingly, to read as follows: “(b) With respect to a Participant represented by Utility Workers Union of America, AFL-CIO Local 601 located in Bayonne, New Jersey and subject to Section 3.5(c), the Participating Employer shall make an Age-Based Contribution on VEO-W-22-02 IPUC DR 21 Attachment 12 Barg 401(k) Plan - 3rd Amendment (Name) Page 2 of 4 3 of 4 behalf of the Participant under Section 3.5(a)(ii)(B) if the Participant was hired after December 31, 2009.” 11. Effective January 1, 2020, Subsection 8.8(c)(ii)(A) is hereby amended in its entirety to read as follows: “(A) If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 72 (age 70½, if the Participant was born before July 1, 1949), if later.” 12. Effective January 1, 2020, Subsections 8.8(f)(v)(A) and (B) are hereby amended in their entirety to read as follows: “(A) For a Participant who is a Five Percent Owner, the Required Beginning Date is April 1 following the calendar year in which the Participant attains age 72 (age 70½, if the Participant was born before July 1, 1949); (B) For a Participant who is not a Five Percent Owner, the Required Beginning Date is April 1 following the later of (i) the calendar year in which the Participant attains age 72 (age 70½, if the Participant was born before July 1, 1949), and (ii) the calendar year in which the Participant retires.” 13. Effective as of October 20, 2020, Section 9.1(a) is hereby amended by revising the first sentence thereof to read as follows: “The Company or its delegate shall be the “plan administrator” for purposes of Code Section 414(g) and the “administrator” for purposes of ERISA Section 3(16).” 14. Effective as of October 20, 2020, Section 10.1 is hereby amended by replacing the first sentence of the first paragraph thereof to read as follows: “At any time, the Company or its delegate, by written instrument executed by an authorized signer, may amend or modify the Plan, retroactively or otherwise, or may terminate the Plan, subject, however, to the other provisions of this Article.” 15. Effective as of June 1, 2020, Schedule C is hereby amended by adding the following new row to read as follows: Norwalk, Connecticut Connecticut Council #4 AFSCME, AFL-CIO, Local 2405 100% of the Participant's Elective and After-tax Contributions that do not exceed the first 3% of the Participant's Compensation VEO-W-22-02 IPUC DR 21 Attachment 12 Barg 401(k) Plan - 3rd Amendment (Name) Page 3 of 4 4 of 4 and 50% of the Participant's Elective and After-tax Contributions that do not exceed the next 2% of the Participant's Compensation 16. Effective as of August 1, 2020, Schedule C is hereby amended, effective as of August 1, 2020, by adding the following new row to read as follows: Hingham, Massachusetts United Steelworkers, AFL, CIO, CLC, Local 13492 100% of the Participant's Elective and After-tax Contributions that do not exceed the first 3% of the Participant's Compensation and 50% of the Participant's Elective and After-tax Contributions that do not exceed the next 2% of the Participant's Compensation *** IN WITNESS WHEREOF, this Amendment is hereby adopted by the following authorized signer as of this 23rd day of December, 2020. SUEZ WATER RESOURCES LLC By:______________________________________ Name: Martin Falkenberg Title: Senior Vice President of Human Resources VEO-W-22-02 IPUC DR 21 Attachment 12 Barg 401(k) Plan - 3rd Amendment (Name) Page 4 of 4 73810760v.4 FOURTH AMENDMENT TO THE SUEZ WATER RESOURCES INC. RETIREMENT PLAN (As Amended and Restated Effective January 1, 2017) WHEREAS, SUEZ Water Resources LLC (the “Company”) has adopted and currently maintains the SUEZ Water Resources Inc. Retirement Plan (the “Plan”) on behalf of itself and other participating “Employers” (as defined in the Plan); and WHEREAS, Section 9.1 of the Plan reserves to the Company the right to amend the Plan from time to time; and WHEREAS, by resolution dated October 20, 2020, the Company approved the delegation of amendment authority with respect to the Plan to the Chief Financial Officer of SUEZ North America (“CFO”); and subsequently, by resolution dated October 20, 2020, the CFO approved the delegation to the Senior Vice President of Human Resources of SUEZ North America of certain amendment authority with respect to the Plan; and WHEREAS, the Company now desires to amend the Plan. NOW, THEREFORE, BE IT RESOLVED, the Plan is amended, effective as of the dates set forth herein, as follows: 1.Effective as of March 15, 2021, Exhibit A of the Plan is hereby amended by adding a new row at the end thereof to read as follows: Utility Workers Union of America, AFL-CIO, Local 375, Hoboken, New Jersey February 1, 2012 40 2.Effective as of March 15, 2021, Exhibit B of the Plan is hereby amended by adding a new row at the end thereof to read as follows: Utility Workers Union of America, AFL-CIO, Local 375, Hoboken, New Jersey February 1, 2012 40 3.Effective as of March 15, 2021, Exhibit C of the Plan is hereby amended by adding a new row at the end thereof to read as follows: Utility Workers Union of America, AFL-CIO, Local 375, Hoboken, New Jersey Hired before January 31, 2011 under Utility Workers Union of America, Local 375, Jersey City, New Jersey, and was a participant United Water Jersey City VEO-W-22-02 IPUC DR 21 Attachment 13 Retirement Plan - Amendment (Hoboken) Page 1 of 2 2 73810760v.4 in the Plan and represented by Utility Workers Union of America, Local 375, Jersey City immediately prior to being transferred to Hoboken, New Jersey on March 15, 2021 *** IN WITNESS WHEREOF, this Amendment is hereby duly adopted by the following authorized signer on December 23, 2021. SUEZ WATER RESOURCES LLC By: ______________________________________ Name: Martin Falkenberg Title: SVP of HR VEO-W-22-02 IPUC DR 21 Attachment 13 Retirement Plan - Amendment (Hoboken) Page 2 of 2 VEO-W-22-02 IPUC DR 21 Attachment 14 Retirement Plan - Amendment (Lump Sum Window) Page 1 of 4 VEO-W-22-02 IPUC DR 21 Attachment 14 Retirement Plan - Amendment (Lump Sum Window) Page 2 of 4 VEO-W-22-02 IPUC DR 21 Attachment 14 Retirement Plan - Amendment (Lump Sum Window) Page 3 of 4 VEO-W-22-02 IPUC DR 21 Attachment 14 Retirement Plan - Amendment (Lump Sum Window) Page 4 of 4 67190011v.4 THIRD AMENDMENT TO THE SUEZ WATER RESOURCES INC. RETIREMENT PLAN (As Amended and Restated Effective January 1, 2017) WHEREAS, SUEZ Water Resources LLC (the “Company”) has adopted and currently maintains the SUEZ Water Resources Inc. Retirement Plan (the “Plan”) on behalf of itself and other participating “Employers” (as defined in the Plan); and WHEREAS, Section 9.1 of the Plan reserves to the Company the right to amend the Plan from time to time; and WHEREAS, by resolution dated October 20, 2020, the Company approved the delegation of amendment authority with respect to the Plan to the Chief Financial Officer of SUEZ North America (“CFO”); and subsequently, by resolution dated October 20, 2020, the CFO approved the delegation to the Senior Vice President of Human Resources of SUEZ North America of certain amendment authority with respect to the Plan; and WHEREAS, the Company now desires to amend the Plan. NOW, THEREFORE, BE IT RESOLVED, the Plan is amended, effective as of the dates set forth herein, as follows: 1.Effective as of February 28, 2019, the Plan sponsor’s name is changed from “SUEZ Water Resources Inc.” to “SUEZ Water Resources LLC” and all applicable references to “SUEZ Water Resources Inc.” in the Plan document, other than in the Introduction, are hereby replaced with “SUEZ Water Resources LLC”. 2.Effective as of February 28, 2019, the Plan is renamed the “SUEZ Water Resources LLC Retirement Plan” and all applicable references to “SUEZ Water Resources Inc. Retirement Plan” in the Plan document are hereby replaced with “SUEZ Water Resources LLC Retirement Plan.” 3.Effective as of October 20, 2020, Section 1.12 is amended in its entirety to read as follows: “1.12 “Committee” means the Retirement Committee established with respect to the Plan whose members are appointed, and subject to removal, by the Company.” 4.Effective as of February 28, 2019, Section 1.13 is amended in its entirety to read as follows: “1.13 “Company” means SUEZ Water Resources LLC, previously known as SUEZ Water Resources Inc. and United Water Resources Inc., or any successor thereto.” VEO-W-22-02 IPUC DR 21 Attachment 15 Retirement Plan - 3rd Amendment (Name) Page 1 of 4 2 67190011v.4 5. Effective as of February 28, 2019, Section 1.36 is amended in its entirety to read as follows: “1.36 “Plan” means this “SUEZ Water Resources LLC Retirement Plan”, previously known as the SUEZ Water Resources Inc. Retirement Plan and the United Water Resources Inc. Retirement Plan, as amended from time to time.” 6. Effective as of January 1, 2020, Section 7.7(d)(ii)(A) is amended in its entirety to read as follows: “(A) If the Participant's surviving spouse is the Participant’s sole Designated Beneficiary, as defined in Section 7.7(h)(i), distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 72 (age 70½, if the Participant was born before July 1, 1949), if later.” 7. Effective as of January 1, 2020, Sections 7.7(h)(v)(A) and (B) are amended in their entireties to read as follows: “(A) If the Participant is not a Five Percent Owner at any time during the Plan Year ending with or within the calendar year in which the Participant attains age 70½, the Required Beginning Date is April 1 following the later of (i) the calendar year in which the Participant attains age 72 (age 70½, if the Participant was born before July 1, 1949), and (ii) the calendar year in which the Participant retires; or (B) If the Participant is a Five Percent Owner at any time during the Plan Year ending with or within the calendar year in which such Owner attains age 70½, the Required Beginning Date is April 1 following the calendar year in which the Participant attains age 72 (age 70½, if the Participant was born before July 1, 1949).” 8. Section 7.9(b)(iii)(B) is clarified, effective October 13, 2020, to read as follows: “(B) for an Eligible Participant who is eligible for Early Retirement or Normal Retirement as of December 1, 2020, the immediate annuities shall be the amounts otherwise immediately payable under the Plan as of such date, or the Eligible Participant’s Accrued Benefit as of such date, actuarially reduced for early VEO-W-22-02 IPUC DR 21 Attachment 15 Retirement Plan - 3rd Amendment (Name) Page 2 of 4 3 67190011v.4 commencement (as applicable) using the factors provided under Section 1.2(b), if greater;” 9. Effective as of October 20, 2020, Section 9.1 is amended by replacing the first sentence thereof to read as follows: “At any time, the Company or its delegate, by written instrument executed by an authorized signer, may amend or modify the Plan, retroactively or otherwise, or may terminate the Plan, subject, however, to the other provisions of this Article IX.” 10. Exhibit B is clarified by replacing the first sentence thereof to read as follows: “Effective as of the date specified in the table below, for Participants covered by a corresponding collective bargaining agreement at a location specified in the table below, no Years of Benefit Service shall be credited after the later of (i) the date or (ii) maximum number of credited Years of Benefit Service, specified in the table below. Notwithstanding the foregoing, if a Participant transfers to a new location with a lesser maximum Years of Benefit Service, his or her Years of Benefit Service shall be subject to the maximum Years of Benefit Service for such new location; provided, however, a Participant, who has earned more than the maximum number of credited Years of Benefit Service for the location to which he or she is transferred, shall be credited with the Years of Benefit Service earned at the prior location and no Years of Benefit Service shall be credited thereafter.” 11. Effective as of March 3, 2020, Exhibit B is amended by adding a new row to the end thereof to read as follows: Utility Workers Union of America AFL-CIO, Local 601, Bayonne, New Jersey July 1, 2011 35 12. Exhibit C is clarified by replacing the date, May 1, 2012, that corresponds to the row describing eligibility for the Utility Workers Union of America Local 1-2, New Rochelle, NY, with April 30, 2011, and the date, December 1, 2012, that corresponds to the row describing eligibility for the International Brotherhood of Electrical Workers, Union Local 363, New York with September 6, 2012 in order to reflect to the applicable collective bargaining agreement . VEO-W-22-02 IPUC DR 21 Attachment 15 Retirement Plan - 3rd Amendment (Name) Page 3 of 4 4 67190011v.4 13. Effective as of March 3, 2020, Exhibit C is amended by adding a new row to the end thereof to read as follows: Utility Workers Union of America AFL-CIO, Local 601, Bayonne, New Jersey December 31, 2009 and immediately before March 3, 2020 was a Participant in the Plan as a non-union Employee *** IN WITNESS WHEREOF, this Amendment is hereby duly adopted by the following authorized signer on December 29, 2020. SUEZ WATER RESOURCES LLC By: ______________________________________ Name: Martin Falkenberg Title: SVP of HR VEO-W-22-02 IPUC DR 21 Attachment 15 Retirement Plan - 3rd Amendment (Name) Page 4 of 4