Health Savings Account Program

PNC Bank, N.A.

Custodial Agreement and Privacy Policy

EFFECTIVE DATE: August 1, 2020

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Custodial Agreement

Table of Contents Page

ARTICLE I. ESTABLISHMENT OF THE HSA ...................................................................................................... 2

1.1 Eligibility for an HSA ........................................................................................................................................... 2 1.2 Effective Date and Term of Agreement ...................................................................................................... 3 1.3 Governing Documents ...................................................................................................................................... 3 1.4 Nature and Type of Account Established ................................................................................................... 3 1.5 Legal responsibility ............................................................................................................................................. 3 1.6 Prohibited transactions ..................................................................................................................................... 4 1.7 Privacy and confidentiality ............................................................................................................................... 4

ARTICLE II. CONTRIBUTIONS AND DEPOSITS ............................................................................................... 4

2.1 Contributions and Deposits generally ......................................................................................................... 4 2.2 Maximum contributions to the HSA ............................................................................................................ 6 2.3 Contribution Rejections and Returns ........................................................................................................... 7 2.4 HSA Investments ................................................................................................................................................. 8

ARTICLE III. WITHDRAWALS FROM THE HSA ............................................................................................... 9

3.1 Withdrawals generally ....................................................................................................................................... 9 3.3 Withdrawals by or to Third Parties ............................................................................................................ 11 3.4 Purposes of withdrawals ................................................................................................................................ 11 3.5 Transfer of HSA upon separation, divorce or death; beneficiary designations ........................ 12

ARTICLE IV. TERMINATION OF THIS AGREEMENT AND YOUR HSA ....................................................... 13

4.1 Termination of this Agreement ................................................................................................................... 13 4.2 Treatment of account upon termination ................................................................................................. 14

ARTICLE V. REPORTS AND INFORMATION REGARDING YOUR HSA ...................................................... 14

5.1 Reports and information we provide ........................................................................................................ 14 5.2 Your obligations to examine statements and report problems; limitations on our

liability ................................................................................................................................................................... 14 5.3 Information You Provide................................................................................................................................ 15

ARTICLE VI. FEES .............................................................................................................................................. 16

6.1 Fees ........................................................................................................................................................................ 16

ARTICLE VII. LIABILITY AND INDEMNIFICATION ........................................................................................17

7.1 Hold harmless and indemnification .......................................................................................................... 17 7.2 Liability limitation ............................................................................................................................................. 17

ARTICLE VIII. WAIVER OF JURY TRIAL ..........................................................................................................17

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ARTICLE IX. MISCELLANEOUS ......................................................................................................................... 17

9.1 Amendment................................................................................................................................................................... 17 9.2 Successors, assigns and agents .................................................................................................................... 18 9.3 Notices ............................................................................................................................................................................. 18 9.4 Conflicting claims about Your HSA ............................................................................................................. 18 9.5 Unclaimed property .......................................................................................................................................... 19 9.6 Privacy, Call Recording; Consent for Service Calls ....................................................................................... 19 9.7 Governing law ..................................................................................................................................................... 20 9.8 Waiver and Validity ........................................................................................................................................... 20

ARBITRATION PROVISION .......................................................................................................................................................... 24

Health Savings Account (HSA) Fee Schedule ...................................................................................................................... 27

PNC Privacy Policy ........................................................................................................................................................................... 28

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HEALTH SAVINGS ACCOUNT CUSTODIAL AGREEMENT

Administrator has established the Health Savings Account Program (“Program”), in which PNC Bank, N.A. (“Bank”) is the custodian, and through which Health Savings Accounts (“HSAs”), as defined in Internal Revenue Code Section 223, are made available to qualifying individuals who apply for and are approved for an HSA in accordance with the terms of the Program.

This Custodial Agreement (“Agreement”) contains the terms and conditions of Your participation in the Program. You agree to the terms and conditions set forth herein by your continued use of the HSA. Since this Agreement is a legally binding contract related to your participation in an income tax qualified account, We encourage you to review the Agreement with a qualified legal and/or tax advisor.

PLEASE READ CAREFULLY THE ARBITRATION PROVISION LOCATED ON PAGES 24, 25 & 26.

Definitions

There following words, terms and phrases are capitalized throughout this Agreement. They are capitalized because they are important terms with specific definitions.

“Administrator” refers to the Program’s administrator as defined in the Welcome Materials, and the Program materials you receive from the Administrator prior to us opening your HSA.

“Agreement” includes this Custodial Agreement, the Privacy Policy, the Fee Schedule, and any other documents, schedules, or appendices incorporated into and made a part of this Agreement by reference.

“Bank” refers to PNC Bank, National Association, the HSA custodian

“Code” refers to the Internal Revenue Code of 1986, as amended from time to time.

“Deposit Account” refers to the portion of Your HSA that consists of cash.

“Eligible Individual” has the same meaning as that term has in Code Section 223(c)(1). You will find more details regarding the definition of Eligible Individual in IRS Publication 969.

“HSA” has the same mean as that term has in Code Section 223(d)(1).

“HSA Investments” means the menu of mutual funds selected by the Investment Advisor (its agents and affiliates), approved by the Administrator (and/or its agents and/or its affiliates), and offered as part of the Program.

“HSA Investment Account” means the portion of Your HSA that consists of the HSA Investments that you

Your participation in the Program will end if the Administrator resigns because you have: i) executed a change in your health plan coverage or ii) experienced a change in your employment status.

The Bank will cease to be the custodian of your HSA once your participation in the Program ends.

Your Administrator is solely responsible for assigning a new Administrator and custodian/non-bank trustee for your HSA if it resigns. The Administrator will communicate these changes to you in writing.

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have chosen in accordance with this Agreement. “HSA Investment Website” means the secure website you access from the Portal to manage your HSA Investment Account.

“Investment Advisor” means the company hired by the Administrator to select the HSA Investments, as further described in the HSA Investments Terms and Conditions disclosure.

“Investment Threshold” means the minimum initial balance your Deposit Account must reach and maintain before HSA funds may be invested in the HSA Investments in accordance with this Agreement.

“IRS Rules” refers to Code Section 223 and the guidance issued by the IRS with respect to HSAs. You can find a summary of the IRS Rules in Publication 969. “Portal” means the HSA account website established by the Administrator as set forth in the Welcome Materials. The Portal will allow you to manage your HSA. The Portal will also allow You to receive communications from Us regarding the HSA, (e.g., statements, tax forms, change in terms notices).

“Sweep Threshold” means the minimum balance your Deposit Account must reach and maintain before you may opt into the automatic sweep feature that allows the automatic transfer of HSA funds into your HSA Investment Account in accordance with this Agreement.

“Us”, “Our” and “We” refers to Administrator and Bank collectively. With respect to any indemnification provisions herein, these terms also refer to the employees, officers, and agents of the respective party.

“Welcome Materials” means the information the Administrator provides detailing how you may use your approved HSA.

“You” and “Your” refers to the HSA owner identified as such on the application and/or the HSA owner identified on the approved HSA.

ARTICLE I. ESTABLISHMENT OF THE HSA

1.1 Eligibility for an HSA

(a) Except where otherwise permitted by IRS Rules, only Eligible Individuals are permitted to

establish an HSA. You are solely responsible for determining if You qualify as an Eligible Individual. Even though We have no obligation to verify whether You qualify as an Eligible Individual, We reserve the right to require confirmation from You that You qualify as an Eligible Individual as a condition of participation in this Program.

(b) You may also be required to satisfy other requirements for establishing an HSA with Us.

For example, Federal law may require Us to obtain, verify and record information that identifies each customer who attempts to open an account with us. We reserve the right to decline your application or to terminate your HSA immediately if you fail to satisfy these requirements.

(c) You hereby authorize us to collect information about You that we deem reasonably

necessary to establish and maintain the HSA, including but not limited to a credit report. As a result of opening your HSA you are considered a customer of the Bank. If You

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fail to provide any requested identifying information or documentation when opening your HSA, your new account application may be rejected. If we open your HSA and you subsequently fail to provide all identification materials we request or if we are subsequently unable to adequately verify your identity as required by government regulations, we reserve the right to take any one or more of the following actions:

(i) We may place restrictions on your HSA, including, without limitation, restrictions

on payroll and other contributions, debit card restrictions and restrictions which eliminate your ability to execute fund orders or process distribution requests.

(ii) We may close your HSA, liquidate the assets in your HSA Investment Account as set

forth in the HSA Investments Terms and Conditions, if applicable, and send you a check representing the cash proceeds of your HSA.

1.2 Effective Date and Term of Agreement

(a) You express your intent to establish this HSA, and to be bound by this Agreement, by

completing and submitting the application as required by Us, or by your continued use of the HSA. This Agreement and your HSA is considered effective when approved by Us. The Welcome Materials that you receive from Administrator is considered notice of approval by Us. You understand and acknowledge that the effective date of Your HSA for purposes of the Program may differ from the date that your HSA is considered effective for purposes of the IRS Rules. The effective date for purposes of the IRS Rules determines when medical expenses incurred by You and/or Your eligible dependents are eligible for tax free distributions from Your HSA.

(b) This Agreement continues in effect until terminated in accordance with Article IV herein.

1.3 Governing Documents

(a) The rights and obligations of both Us and You with regard to the Program and Your HSA

are set forth in this Agreement as it may be amended from time to time, including any attachments, exhibits, and other documents specifically incorporated into and made a part of this Agreement by reference or otherwise. If there is a conflict between this Agreement and any other HSA related document or communication provided to You by Us, this Agreement will control.

(b) You understand and agree that no documents (including this Agreement),

communications, representations and correspondence, whether written or oral, that are provided by Us with regard to Your HSA constitute, are intended to be or should be construed as legal, tax, investment or other professional advice.

1.4 Nature and Type of Account Established

(a) All funds contributed by You or on Your behalf to your HSA are held by the Bank on Your

behalf in an omnibus, interest bearing account at the Bank. Your HSA will consist of a Deposit Account and, where applicable, the HSA Investment Account. Your HSA is not an individual deposit account and therefore you will not be able to make deposits or withdrawals through a Bank branch or ATM. We reserve the right to establish other sub-

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accounts with respect to your HSA as deemed reasonable and necessary by the Administrator or the Bank.

(b) The balance in your Deposit Account is insured by the Federal Deposit Insurance

Corporation (FDIC) up to the maximum amount permitted under FDIC guidelines.

(c) Except as specifically set forth herein or as otherwise required by law, the assets of Your HSA are non-forfeitable.

1.5 Legal responsibility

(a) Bank is the IRS-approved “Custodian” of Your HSA as contemplated by the IRS Rules. This

means that Bank simply holds the assets of Your HSA on Your behalf and acts only in accordance with Your instructions, except as otherwise specifically set forth herein. Administrator is the Program Administrator, which means Administrator provides day to day administration of Your HSA and acts only in accordance with your instructions, except as specifically set forth herein. By opening up an HSA, you authorize the acts of the Administrator and the Bank as set forth herein. Furthermore, you understand and acknowledge that neither Bank nor Administrator is an agent of the other.

(b) You acknowledge and agree that nothing in this Agreement will be construed to confer

fiduciary status upon Us for any purpose, except as otherwise required by law or as specifically agreed to by Administrator and/or Bank herein.

(c) We are not obligated to perform any additional services not otherwise specifically set forth

in this Agreement.

(d) We assume no responsibility for tax or other consequences to anyone arising from the establishment, maintenance or use of the HSA. You are solely responsible for any taxes, interest, penalties and other expenses which may be payable under applicable law in connection with Your HSA.

(e) Under no circumstances is this HSA considered to be an employer sponsored welfare

benefit plan or part of an employer sponsored, employee welfare benefit or pension plan as defined by ERISA, even if your employer contributes to Your HSA or your employer allows you to contribute to Your HSA with pre-tax salary reductions through the employer’s “cafeteria plan”. Your employer is not a party to this Agreement.

1.6 Prohibited transactions

(a) We may refuse to take any action requested by You to the extent that we reasonably believe

that such action will violate applicable law. Notwithstanding the foregoing, we are under no obligation to investigate or inquire whether action taken pursuant to Your instructions constitutes a violation of applicable law and You will indemnify and hold Us harmless from any damages, costs, or other liability that may arise as a result of any action we have taken in accordance with your instructions.

(b) You understand and agree that You may be subject to adverse tax consequences if You (i)

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use the funds in Your HSA to satisfy debts, contracts, or torts of any person otherwise not entitled to distributions under this Agreement or (ii) You use any portion of Your HSA as security or collateral for a loan.

1.7 Privacy and confidentiality

We value and carefully safeguard Your privacy. We have established policies and procedures designed to help safeguard the confidentiality and privacy of Your information. A copy of the Bank’s Privacy Policy is attached hereto and incorporated herein. To review Our respective privacy policies regarding consumer information, please log in to the Portal for a copy of the most recent policy.

ARTICLE II. CONTRIBUTIONS AND DEPOSITS

2.1 Contributions and Deposits generally

(a) We will only accept cash contributions to your HSA. No property or in-kind transfers will be accepted. There is currently no minimum periodic contribution amount, but We reserve the right to require a minimum periodic contribution in the future upon prior written notice to You.

(b) All contributions made by You or on Your behalf to your HSA are initially allocated to the

Deposit Account. Once the balance of your Deposit Account reaches the Investment Threshold, as determined by the Administrator, the balance in excess of the Investment Threshold will be invested thereafter in accordance with your instructions as set forth herein.

(i) Once the balance of your Deposit Account reaches the Sweep Threshold, as

determined by the Administrator, the balance in excess of the Sweep Threshold will be invested thereafter in accordance with your instructions, as set forth herein.

(ii) HSA funds in an amount less than $1.00 cannot be transferred into the HSA Investment Account.

(c) For payroll deductions received by the Bank from your Employer, your funds will generally

become available one business day after your employer’s payroll is received by the Bank and allocated to your HSA. Electronic funds transfers, including ACH credit transfers and wire transfers to your HSA will be available on the business day the Bank receives the funds. If you request a transfer of funds by ACH debit transfer to your HSA, those funds will generally be available three Business Days after the day you initiate the transfer. Contributions by check generally will be available one business day after the check is received by the Bank. In certain circumstances, however, longer delays may apply. “Business Day” means every day except Saturday, Sunday, the day after Thanksgiving, and federal holidays.

(d) The Administrator will determine the applicable interest rate payable on the balance of Your Deposit

Account. The Bank, however, will not pay/apply any interest rate that in its reasonable discretion violates any applicable law, regulation or Bank policy. At its discretion the Administrator may at any time, instruct the Bank to change the interest rate and annual percentage yield. The Bank will provide you with notice of any such change in accordance with applicable laws. The interest rate paid with respect to your HSA may be higher or lower than the interest rate available to depositors making deposits directly with Bank or other depository institutions in comparable accounts. In addition, the Administrator reserves the right to establish (and change) balance levels on which different rates of interest may be paid. The Bank, however, will not agree to establish such balance

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levels that in its reasonable discretion violates any applicable law, regulation or Bank policy. For current interest rate information, please refer to the Portal or call your Administrator, using the phone number listed on the back of your debit card or your quarterly account statement

(e) With the exception of Rollover Contributions described below, all contributions made by You

or on Your behalf to your HSA must be made in accordance with the procedures established by Us. Contributions are considered made when received by Bank except that contributions received by Bank after normal business hours will be considered made on the next business day that is not a holiday. For more information regarding when funds in your HSA become available for withdrawal see Article III below.

(f) We will accept Rollover Contributions (as defined by IRS Rules) from another HSA or Medical

Savings Account (“MSA”) as defined in Code Section 220. You are solely responsible for deciding whether to rollover or transfer funds to an HSA maintained in accordance with this Agreement and You are solely responsible for identifying for Us any contributions to Your HSA that are “Rollover Contributions.” All Rollover Contributions must be accompanied by a form approved by Us. You may also request the custodian or trustee of another HSA or MSA to make a direct transfer of Your assets in another HSA or MSA to an HSA established in accordance with this Agreement (“Trustee to Trustee Transfers”). You may also make a one-time transfer from an IRA to an HSA (“Qualified HSA Funding Distribution”) in accordance with Internal Revenue Code Section 408 (and the regulations issued thereunder) and the IRS Rules. We are not responsible for monitoring the number of Qualified HSA Funding Distributions you make. We will only accept Trustee to Trustee transfers and Qualified HSA Funding Distributions that are made in accordance with Our standard policies and procedures.

(g) If you deposit a “remotely created check” with us, you represent and warrant to us that the check is authorized to be paid in the amount stated on the check and to the payee named on the check. A “remotely created check” is a check that you are authorized to create and present for payment by an authorized signer on the account on which the check is drawn, and which does not bear the signature of an authorized signer on that account, and includes checks that are defined in applicable law as “remotely created checks”. In addition to the foregoing, we may honor “remotely created checks” authorized by you in the amount stated on the check and to the payee named on the check.

(h) Without limiting any rights we may otherwise have in this Agreement, You agree to indemnify and hold harmless Us, our for any loss that we may incur directly or indirectly from your deposit of a “remotely created checks” in violation of the terms set forth in Section 2.1(g) and this Section 2.1(h). You further agree that all of the terms in this Agreement and under applicable law that apply to a “check” and/or “item” apply to “remotely created checks” including without limitation substitute check images of “remotely created checks”, except that “remotely created checks” will not be signed by an authorized signer on the account on which the check is drawn.

(i) All contributions received by us during a calendar year (other than contributions identified by You as Rollover Contributions, Trustee to Trustee Transfers and Qualified HSA Funding Distributions) are allocated to Your HSA for the calendar year in which they are received by Bank unless You notify Us that a contribution should be allocated to a prior year and such request is timely made in accordance with IRS Rules and Our standard policies and procedures.

2.2 Maximum contributions to the HSA

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(a) You are solely responsible for ensuring that You do not contribute more than the maximum

amount that You are permitted by IRS Rules to contribute during a calendar year (“Individual Contribution Limit”). You understand and acknowledge that we do not nor are we obligated to verify or determine whether any contributions You make exceed Your Individual Contribution Limit.

(b) You understand and acknowledge that You may experience adverse tax consequences if You make contributions in excess of Your Individual Contribution Limit (“Excess Contributions”). If You make Excess Contributions and You wish to avoid the applicable excise taxes imposed on such Excess Contributions by IRS Rules, You understand that You must timely request the withdrawal of such Excess Contributions and any net earnings attributable to the Excess Contributions in accordance with IRS Rules. At Your request and subject to applicable fees, we will calculate the net earnings attributable to such Excess Contributions in accordance with our reasonable interpretation of the applicable law.

(c) In addition, the IRS Rules have established a limit on the amount of contributions that HSA

custodians may accept during a year (“Custodian Contribution Limit’) and the Custodian Contribution Limit may be higher than your Individual Contribution Limit. We will not knowingly accept and retain contributions made by You and/or on Your behalf during the year in excess of the Custodian Contribution Limit. We may initially accept contributions in excess of the Custodian Contribution Limit and then subsequently return those contributions to the sender if we become aware that the Custodian Contribution Limit has been exceeded. You understand and acknowledge that You are not entitled to any interest, if applicable, on amounts in excess of the Custodian Contribution Limit.

2.3 Contribution Rejections and Returns

(a) Credit for contributions is provisional until Bank receives final settlement of the funds. If

Bank does not receive settlement or payment, You agree that you must refund to the Bank the amount the Bank credited to you and that we may charge your HSA for such amount if you do not repay the amount. You may also be subject to an additional fee.

(b) We reserve the right to reject contributions or transfers of funds to your HSA for any reason

and to return such funds to the sender in accordance with this Agreement or as otherwise permitted or required under applicable law.

(c) If a contribution is returned to Bank at any time for any reason, Bank may accept the return

without question and charge the item back against Your HSA, without advance notice to You and without regard to the following:

(i) Whether the institution on which it was drawn originally paid the item before

subsequently determining it should not have been paid, or

(ii) Whether the return was made in a timely manner.

(d) In our sole discretion, we may return to a presenting bank, returning bank or payment bank, or credit to your HSA, a paper copy or paper representation of an original check (including without limitation an image replacement document or IRD, or a photocopy) drawn on or returned to your HSA that does not otherwise meet the technical or legal requirements for

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a “substitute check” as defined in the Check Clearing for the 21st Century Act (“Check 21 Act”). You agree that a check image that is received or created by Bank in the check deposit, collection or return process shall be considered a “check” and/or an “item” for all purposes under this Agreement and applicable law. You authorize us to pay, process, or return a substitute check in the same manner as "check" or "item" under this Agreement. Without limiting any rights we may otherwise have in this Agreement, You agree to indemnify and hold Us harmless from any loss, claim, damage or expense that you or any other person may incur directly or indirectly as a result of any action taken by us to process a check image or substitute check instead of the original check, including the destruction of the original check, as described above, to the extent permitted by applicable law.

For more information on withdrawals, see Article III below.

2.4 HSA Investments

(a) Once your Deposit Account balance reaches the Investment Threshold, you may elect to invest

some or all of the Deposit Account balance in excess of the Investment Threshold in one or more of the HSA Investments. Information regarding the optional HSA Investments can be found by logging in to your account through the Portal and clicking on the “Investments” tab. The Portal may be accessed using the URL provided in the Welcome Materials provided by the Administrator. The HSA Investment Website, accessed through the investment section on the Portal, is the only means by which you can direct the investment of your funds. You have exclusive responsibility for and control over the assets in your HSA and whether to invest. All investment transactions are subject to the terms of this Agreement, applicable federal and state laws and regulations, the rules and regulations of any exchange, market or clearing house where the transaction is executed, and the terms of the applicable mutual fund’s prospectus. If you elect to establish an HSA Investment Account you will receive a copy of the HSA Investments Terms and Conditions disclosure which is provided by the Investment Advisor at the time you establish this optional portion of your HSA.

(b) If you select the automatic sweep feature, any time Your balance in the Deposit Account exceeds the Sweep Threshold by $1.00 or more the excess funds will be automatically “swept” from the Deposit Account into the HSA Investment Account. If the balance in the Deposit Account falls below the Sweep Threshold no additional funds will be automatically swept into the HSA Investment Account until the Deposit Account once again exceeds the Sweep Threshold by $1.00. If you have not indicated through the HSA Investment Website, accessed through the investment section on the Portal, how you wish to invest your funds, the funds will be placed in an Investment Cash account, as determined by the Investment Advisor. Your rights or authority, including voting rights, in respect to any mutual fund shares are set forth in the HSA Investments Terms and Conditions disclosure. T h e Administrator will also provide you with an HSA Investments User Guide which will assist you with navigating the investment section of the Portal. Funds will not be automatically swept from the Deposit Account into the HSA Investment Account in amounts less than $1.00.

(c) Only HSA Investments permitted by the IRS Rules will be made available through this

Program.

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(d) The HSA Investments are not FDIC insured, not bank issued or guaranteed, and are

subject to investment risks, including fluctuations in value and the possible loss of the principal amount invested. In addition, growth in the value of your HSA is neither guaranteed nor projected due to the characteristics of a mutual fund investment. Detailed information about the shares of each mutual fund available for investment by your HSA will be made available to you electronically through the HSA Investment Website, accessed through the investment section on the Portal, in the form of a prospectus. The method for computing and allocating annual earnings is set forth in the applicable prospectus. For information regarding expenses, earnings, and distributions, see the applicable mutual fund’s financial statements, prospectus and/or statement of additional information.

(e) Your HSA Investments will be held in the name of the Administrator, (its agents or their

affiliates), and evidenced on the Investment Advisor’s records, or the records of its outsourcing partner, as recordkeeper thereof. For additional information please review the HSA Investments Terms and Conditions disclosure.

(f) Neither Us nor any of our service providers shall provide any investment advice to you in

connection with your HSA nor do we or our service providers have any duty to review and monitor any mutual fund investments you hold in your HSA. We will have no duty to monitor or replace the mutual funds made available to You as HSA Investments and the Custodian makes no representation as to the quality or performance of any investment options. The Custodian will have no liability or responsibility for the investment decisions made by you and shall not be liable for any loss which results from your exercise of investment control over your HSA. You shall have and exercise exclusive responsibility and control over the investment of any funds within your HSA, and We have no duty to question the investment directives provided by You.

ARTICLE III. WITHDRAWALS FROM THE HSA

3.1 Withdrawals generally

(a) The availability of your HSA funds for withdrawal will vary depending on the type of

contribution as described in Section 2.1 above.

(b) Withdrawals may be initiated by You or your authorized representative at any time, subject to any delays described herein, and by any means established by Us.

(c) We reserve the right to limit the frequency of withdrawals and/ or the minimum amount of

any withdrawal/ distribution.

(d) You agree that You will only initiate a withdrawal to the extent the withdrawal does not exceed the balance of your Deposit Account. If the requested or desired withdrawal exceeds the balance of your Deposit Account, you must liquidate any HSA Investments you have so that Deposit Account balance equals or exceeds the transaction amount.

(e) You acknowledge and understand that We have no obligation to permit any withdrawal

initiated at a time if your available Deposit Account balance is less than the requested withdrawal and we will normally reject any such attempted withdrawal. However, occasionally an overdraft may occur. Such overdrafts will not be construed as a waiver of

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our right under this Agreement to reject future requests for withdrawals. In either case, whether the attempted withdrawal is rejected or paid subject to overdraft, we may charge You a fee (as set forth in the Fee Schedule). You agree either to promptly make an equal contribution to your HSA, which we will apply to the amount of any overdraft, or You agree to separately reimburse us from Your general assets. By entering into this Agreement with

Us, You authorize Us to withdraw future contributions from Your HSA to satisfy any overdraft unless You notify us otherwise by contacting your Administrator, using the phone number listed on the back of your debit card or your quarterly account statement. In no event should You make a contribution directly to Your HSA to satisfy the overdraft in the event that You have already reached Your Individual Contribution Limit. We reserve the right to terminate your HSA at our discretion and without prior notice if you fail to promptly satisfy the overpayment.

(f) When Your Deposit Account balance is less than all initiated withdrawals that are presented

for payment on a given day, we may pay one or more withdrawals and reject or return others in any order we deem appropriate. Absent unusual circumstances, however, Your transactions normally will be processed in the chronological order in which they occurred.

(g) You will automatically receive a debit card accompanied by a separate cardholder

agreement that describes the terms and conditions of use of the card. The debit card will only access funds in Your Deposit Account. Generally, any attempted withdrawal using your card in amounts that exceed the balance in the Deposit Account will be rejected.

(h) Withdrawals from Your HSA to online fund transfers or bill payments, if available, may be

subject to additional terms and conditions governing these services which You must accept online before using the service.

3.2 Stop Payments for online Bill Pay Transactions

(a) If you want to stop payment of an online bill pay check you authorized through the Portal

or by other electronic means, you may do so if your stop payment order notice gives us a reasonable opportunity to act on it before the check has been cashed. Stop payment authorizations expire six (6) months after the date we first receive your stop payment order.

(b) You may place a stop payment order by calling your Administrator, using the phone number

listed on the back of your debit card or your quarterly account statement and providing the following information: (i) your HSA account number; (ii) the bill pay check number; (iii) the date and amount of the check; (iv) the name of the party to be paid; and (v) your name and address. This information can be found within the transaction description on the Portal. Unless the amount of the check and other information are reported with absolute accuracy, we cannot assure you that the item you want stopped will not be paid.

(c) We reserve the right to charge you a fee for processing a stop payment request. Please

check your Fee Schedule for more information.

(d) In the event that we inadvertently pay an item over your valid stop payment order, the following rules will apply: (i) you must be able to prove to the Bank that you have suffered

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a loss and, if so, the amount of the loss; (ii) the Bank will be able to enforce any rights that the original payee or any other person who held the bill pay check had against you; and (ii) the HSA will not be re-credited until you prove your loss and we are satisfied that we are required by law to do so.

(e) If you stop payment on a bill pay transaction and the Bank incurs any damages or expenses

because of the stop payment, you agree to indemnify the Bank for those damages or expenses, including attorneys’ fees. You assign to the Bank all rights against the payee or any other holder of the item. You agree to cooperate with the Bank in any legal actions that we may take against such persons. You should be aware that anyone holding the item may be entitled to enforce payment against you despite the stop payment order.

(f) To stop payment on a single or recurring preauthorized third party debits to your HSA you

should contact the merchant, allowing adequate time for that party to cancel the payment and for us to implement the cancellation request (which typically may take up to several business days). We are not responsible for any failure by a merchant to stop a payment or for your failure to notify the merchant in time to stop any given payment from your HSA.

3.3 Withdrawals by or to Third Parties

(a) Only You can authorize withdrawals from Your HSA, except as otherwise set forth herein. If

You provide Your personal access information (e.g. passwords, security codes, etc.) to any third parties, You understand and acknowledge that You are authorizing the third parties to make withdrawals on Your behalf as though made by You. To revoke such authority, You must change Your personal access information by logging in to your HSA via the Portal. We may, in Our discretion, honor or refuse to honor withdrawal authority purported to be established by external documentation (such as a financial or health care power of attorney) presented by You or a third party. If We elect to honor such authority, We may establish such conditions or limits on its exercise as We deem appropriate. Regardless, You agree to indemnify and hold us harmless for relying on such authority. We may also continue to recognize such authority until We receive written notice of revocation from You and have had a reasonable time to act upon such revocation, or until such time as may otherwise be required by the authorizing document or by law.

(b) Unless prohibited by applicable law, We may make distributions to third parties without

Your authorization pursuant to levies, attachments or similar legal process or court orders with which we reasonably believe we should or must comply. We will not be liable to You for any such distributions, and You agree to indemnify and hold us harmless against any claims, losses, damages or expenses relating to such distributions.

3.4 Purposes of withdrawals

(a) You may make withdrawals for any purpose. You understand and acknowledge that any

amounts withdrawn from Your HSA that are not used exclusively to pay for qualified medical expenses (as defined by IRS Rules) are includable in Your gross income and may also be subject to an additional excise tax prescribed by IRS Rules. You assume full responsibility for determining the tax consequences of any withdrawal from the HSA, for maintaining adequate records of all withdrawals for tax purposes, and for paying any taxes

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arising as a result of any such withdrawal that is not otherwise for qualified medical expenses. We have no responsibility to verify the purpose of Your withdrawals or determine whether Your withdrawals comply with this Agreement or applicable law.

(b) If there is clear and convincing evidence that any withdrawal from Your HSA was made

because of a mistake of fact due to reasonable cause, we may, in our sole discretion, allow You to redeposit the mistaken distribution to Your Deposit Account before the due date of the tax return (without regard to extensions) for the year in which You knew or should have known that the distribution was a mistake. Any such repayment of a mistaken distribution into Your HSA will not be treated as another contribution for the year. If we allow repayment of a mistaken distribution, we may rely solely on Your representation that such withdrawal was a mistaken distribution in accordance with IRS Rules. We are not liable for any adverse tax consequences that may arise from Your repayment of a mistaken distribution. In addition, You are not entitled to a credit for any interest or other earnings that might otherwise have accrued prior to the date the mistaken distribution is re-deposited into the HSA.

3.5 Transfer of HSA upon separation, divorce or death; beneficiary designations

(a) All transfers or withdrawals made pursuant to a separation instrument (as defined in Code

Section 71(b)(2)(A)), divorce decree, or death must be made in accordance with applicable law, this Agreement and Our internal policies and procedures.

(b) You have the right at any time to designate one or more beneficiaries to whom Your HSA

assets will be distributed upon Your death. To be valid, any such beneficiary designation must be delivered to and received by Administrator prior to Your death on a form provided by and/or acceptable to Administrator. Any such beneficiary designation may be revoked by You at any time. You can designate the beneficiary or change any such designation by logging in to the Portal. Any beneficiary designation will be automatically revoked upon receipt by Administrator of a subsequent, valid beneficiary designation form bearing a later execution date.

(c) You represent and warrant that any beneficiary designation submitted by You to

Administrator satisfies all legal requirements under applicable law. You understand that in some states the consent of Your spouse may be required by law if You wish to name a person other than or in addition to Your legal spouse as Your death beneficiary or to change an existing death beneficiary designation. You understand and agree that it is Your obligation to determine if spousal consent is required by applicable law. We reserve the right to require this consent in writing or other acceptable form before accepting any beneficiary designation.

(d) If You designate Your legal spouse as Your beneficiary, upon Your death, Your spouse will

become the Account Beneficiary of this HSA (or the portion of the HSA allocated to Your surviving spouse) and this HSA will continue on the same terms and conditions unless terminated by either party. Your spouse may be required to provide information that We deem necessary to continue the HSA on behalf of the spouse.

(e) If someone other than Your legal spouse is named as beneficiary, the HSA (or the allocable

portion of the HSA designated to a non-spouse beneficiary) will cease to be a tax

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advantaged HSA (consistent with IRS Rules) as of the date of Your death. As soon as possible after receiving notice of Your death, this Agreement will terminate and we will pay the balance of the HSA, reduced by all applicable fees, to the designated beneficiary(ies). In accordance with IRS Rules, if You name someone other than Your estate or Your spouse as beneficiary, Your non-spouse beneficiary may be subject to income tax on the fair market value of the HSA. If You named Your estate as a designated beneficiary upon Your death (or the estate is the designated beneficiary by operation of law), the HSA assets paid to the estate must be included in Your final income tax return. You acknowledge that You or Your beneficiary may also be subject to income and other applicable taxes on any funds held by Bank from the date of the death until notice of Your death is provided.

(f) We may presume that a beneficiary is legally competent unless and until we receive

sufficient (as determined by Us) written notice to the contrary. Whenever any distribution hereunder is payable to a person known by Us to be a minor or otherwise under a legal disability, we may, in our sole discretion, authorize all or any part of such distribution to:

(i) A parent or legal guardian of such person;

(ii) A representative such as a custodian, conservator or guardian of the estate, who is

authorized to manage funds and property belonging to such person under any applicable law; or

(iii) Such person directly.

(g) If You fail to properly designate a valid beneficiary, we will pay the balance of Your HSA to

Your estate except as otherwise expressly required by applicable law.

(h) If You die leaving a negative balance in Your HSA, You understand and acknowledge that we may submit a claim to recover the debt from Your estate.

ARTICLE IV. TERMINATION OF THIS AGREEMENT AND YOUR HSA

4.1 Termination of this Agreement

(a) You may terminate this Agreement at any time by calling your Administrator, using the

phone number listed on the back of your debit card or your quarterly account statement which is identified in the Welcome Materials. You may be required by us to complete and submit additional documentation before Your HSA is terminated and You may be subject to a termination fee.

(b) We may terminate this Agreement at any time for any reason with no less than thirty (30)

days prior written notice.

(c) In addition, your HSA will be automatically terminated with prior notice in the following instances:

(i) As required by applicable law;

(ii) The date, in accordance with the Bank policy, it is determined that your HSA

balance has remained at $0 for several consecutive months.

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(iii) As specifically set forth herein.

(d) We may resign and appoint a successor custodian or trustee to serve under this Agreement

or under another governing instrument selected by the successor custodian or trustee by giving You written notice prior to the effective date of such resignation and appointment, which notice shall also include a copy of such other governing instrument. You will be

provided a reasonable period of time following the date of such notice to either request a complete distribution of Your HSA balance or designate a different successor custodian or trustee. If You do not request distribution of your HSA or designate a different successor within the applicable time period, You will be deemed to have consented to the appointment of the successor custodian or trustee and the terms of any new governing instrument, and neither You nor the successor shall be required to execute any written document to complete the transfer of Your HSA to the successor custodian or trustee. The successor custodian or trustee may rely on any information, including beneficiary designations, previously provided by You to us. In lieu of appointing a successor custodian We may instead distribute the assets of Your HSA to You or your beneficiary as applicable. We will not be liable for any actions or failures to act on the part of any successor custodian or trustee, nor for any tax consequences You may incur that result from the transfer or distribution of the assets in your HSA pursuant to this section.

(e) Our election to forgo our rights to terminate this Agreement in any one instance does not

waive our rights to terminate this Agreement in any other instance. 4.2 Treatment of account upon termination

Once the HSA has been terminated as set forth herein, the balance in Your HSA (including the proceeds from any of your HSA Investments liquidated prior to closing) will be distributed to You (or where applicable, Your designated beneficiary) in accordance with this Agreement except as otherwise set forth herein (e.g. we appoint a successor custodian), less any applicable fees and outstanding charges. HSA Investments will be liquidated as set forth in the HSA Investments Terms and Conditions.

ARTICLE V. REPORTS AND INFORMATION REGARDING YOUR HSA

5.1 Reports and information we provide

(a) We will periodically make statements available electronically, (or mailed, if you request and

pay the applicable fee for paper statements, as stated in the applicable Fee Schedule), regarding certain HSA activity, such as contributions, withdrawals, and current HSA balance. It is within our discretion to determine the information included on these statements. We make no representations or warranties that such information will be sufficient in the event You are required to provide substantiation to the IRS or other applicable authority with regard to the purpose of distributions from Your HSA. Nevertheless, we encourage You to keep copies of Your statements (and any other supporting documents that You deem appropriate) for possible use in providing substantiation. Please note, statements regarding your investment activity will be provided quarterly by the Administrator and accessible via the Portal.

(b) We will also provide You with any forms or reports that we are required to provide You in

accordance with IRS Rules.

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(c) We will provide any other documents or statements electronically pursuant to the consent

You provided with your application or upon your election any time after you receive the Welcome Materials from the Administrator.

5.2 Your obligations to examine statements and report problems; limitations on our liability

IMPORTANT NOTE: THE PROVISIONS OF THIS SECTION 5.2 DO NOT APPLY TO DEBIT CARD TRANSACTIONS OR TO HSA INVESTMENTS. In the event of any unauthorized or fraudulent debit card transactions on Your HSA, the respective obligations and liabilities (if any) of You and Us are governed by the separate cardholder agreement which You will receive with the card, and this Section 5.2 shall not apply. In the event You have questions about HSA Investments, the respective obligations and liabilities of You, Us, and any other party involved with HSA Investments are governed by the HSA Investments Terms and Conditions. For all other types of transactions, the following provisions shall apply:

(a) You agree to examine each statement or other report or notice with reasonable promptness

after it is made available to You. If You discover any errors, unauthorized or fraudulent transactions or other discrepancies, You must promptly visit the Portal or call your Administrator, using the phone number listed on the back of your debit card or your quarterly account statement, to receive a dispute form so You can explain the problem to Us in writing and return the dispute form to us using the contact information on the form. YOU HEREBY AGREE THAT THE MAXIMUM REASONABLE TIME FOR YOU TO REVIEW AND REPORT ANY PROBLEM OR UNAUTHORIZED TRANSACTION REFLECTED THEREON IS 60 CALENDAR DAYS FROM THE DATE THE UNAUTHORIZED TRANSACTION WAS CREDITED OR DEBITED TO THE ACCOUNT, AND THAT IF YOU FAIL TO NOTIFY US WITHIN THAT TIME PERIOD BY PROVIDING US WITH THE COMPLETED DISPUTE FORM, YOU WILL BE PRECLUDED FROM MAKING A CLAIM AGAINST US FOR REIMBURSEMENT RELATING TO SUCH PROBLEM OR TRANSACTION. On any given occasion, we may elect to waive this 60-day provision and allow You a longer period of time, either for reasonable cause (such as extended travel or illness) or for any other reason in our sole discretion, without compromising our right to enforce the provision on future occasions.

(b) If there is suspected unauthorized or fraudulent activity on Your HSA, You agree to fully

cooperate with Us in the investigation and any criminal prosecution or attempt to recover funds, including sharing with us any information You may have to assist in identifying the suspected wrongdoer(s).

(c) You agree that We shall have a reasonable period of time to investigate any claimed loss

and that we have no obligation to provisionally credit Your HSA while the investigation is pending. Our maximum liability for any problem that You report promptly (as required by subsection (a) above) shall be the lesser of Your actual damages that You are able to prove or the face amount of the error, unauthorized transaction, etc., but reduced in all cases by the amount of the loss, if any, that could have been avoided by Your use of ordinary care. In no circumstance shall we be liable to You for any special, incidental or consequential damages, including but not limited to attorneys’ fees.

(d) We have the right to cancel and reissue any security codes (e.g. passwords, usernames, etc.)

or other means of access to Your HSA, or to close the HSA and reopen a new one if we deem that necessary, in the event of proven or suspected fraudulent activity.

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5.3 Information You Provide

(a) You agree to provide us with any information we deem necessary to prepare reports required by applicable law. You also agree to promptly notify us of any changes in Your address, email address, marital status, name or address of any beneficiary, or other information provided to Us that we rely on or otherwise need to maintain Your HSA in compliance with any applicable law. If we receive notice from the U.S. Postal Service or its agent that Your address has changed, we may change it on our records and begin sending statements and notices to that new address, if you have requested paper statements.

(b) We are entitled to rely upon information we receive from You or other authorized sources

with respect to Your HSA and we have no obligation to make further investigation or inquiry as to the accuracy or currency of such information, except as may be required by law or this Agreement.

ARTICLE VI. FEES

6.1 Fees

(a) You agree to pay the applicable fees as set forth in the Fee Schedule, which is attached

hereto. The Fee Schedule may be changed in its entirety or any part thereof, at any time, and we will give You at least thirty (30) days prior written notice of any new or increased fees. Different fee schedules may also be established for various types or categories of accounts established in accordance with this Agreement.

(b) You authorize Us to deduct all such fees from Your HSA in accordance with the terms of

Article III and this Article VI herein; however, we may, in our sole discretion, allow You to pay such fees in a different manner. We may also accept, in our sole discretion, payment of fees by a third party (e.g., Your employer). It is Your obligation to ensure all fees paid by a third party are timely and completely paid. Failure to make prompt payment of any fees, or to ensure payment is promptly made, when due may result in termination of this Agreement as set forth herein.

(c) Administrator may receive all or a portion of the maximum fees permitted by law to be

paid by a provider’s or merchant’s bank to the debit card issuer whenever you use the debit card provided to you in connection with the Program.

(d) The Bank obtains financial benefits attributable to cash balances held in Bank deposits. This

is because the Bank may invest these cash balances, (for example, in loans to customers or investment securities), or use them to fund its general business activities. Any remaining U.S. funds are held at the Federal Reserve overnight and earn the Federal Funds Effective Rate less FDIC insurance and other associated costs, if any. Thus, the net benefit to the Bank on the cash balances held in Bank deposits is its earnings less the interest paid to the depositor.

(e) The fees and expenses set forth in the Fee Schedule are in addition to the investment

management fees and other expenses associated with the HSA Investments, which are described in the applicable prospectuses, and the HSA Investments Terms and Conditions disclosure. You should read the prospectuses carefully before making HSA Investments.

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ARTICLE VII. LIABILITY AND INDEMNIFICATION 7.1 Hold harmless and indemnification

You agree to hold Us harmless from and indemnify us against any liability, cost, or expense that may arise in connection with this Agreement or Your HSA, including HSA Investments, except liabilities, costs, or expenses that may arise from our gross negligence or material breach of any duty under this Agreement.

7.2 Liability limitation

(a) We will not be liable for any losses, damages, costs, penalties or expenses You incurs as a

result of Your or any third party’s failure to make contributions to your HSA. We cannot enforce a third party’s requirement to make contributions to HSA or notify You regarding the same. Any agreement between You and any third party, including Your employer, is beyond the scope of this Agreement. As such, You are responsible for contacting any third party regarding its contributions and monitoring those contributions. We shall not be liable for any statements, representation, actions or inactions of any insurance agent or agency that sold You an insurance plan in connection with the HSA.

(b) We shall not be deemed in default of this Agreement, nor held responsible for, any

cessation, interruption or delay in the performance of our obligations hereunder due to causes beyond our reasonable control, including, but not limited to, natural disaster, act of God, labor controversy, civil disturbance, disruption of the public markets, terrorism, war or armed conflict, equipment or utility failure, the inability to obtain sufficient materials or services required in the conduct of our business (including Internet access), or any change in or the adoption of any law, judgment or decree.

(c) Neither Bank nor Administrator will be liable to you based solely on the acts or omissions

of the other.

(d) WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY TYPE OR NATURE, REGARDLESS OF THE FORM OF THE ACTION OR THEORY OF RECOVERY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING. EXCEPT AS SET FORTH IN THIS AGREEMENT, WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS, STATUTORY OR IMPLIED.

ARTICLE VIII. WAIVER OF JURY TRIAL

BOTH PARTIES AGREE TO WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN THE RESOLUTION OF THE DISPUTE OR CLAIM, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN THE PARTIES ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THIS CUSTODIAL AGREEMENT OR THE HSA.

ARTICLE IX. MISCELLANEOUS

9.1 Amendment

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We may amend this Agreement at any time and will generally send or make available to You notice of any material changes. Any amendment will become effective on the date determined by Us, and Your continued use of Your HSA after such date constitutes Your acceptance of the change. Further, this Agreement will be amended automatically to comply with any change in applicable law as of the effective date of such change. If any provision of this Agreement is found to be in conflict with the Code or other laws, the Code or such other laws will supersede that provision.

9.2 Successors, assigns and agents

(a) If we change our name, reorganize, merge with or are purchased by another organization,

or come under the control of any government agency, that entity shall automatically become the custodian or trustee of Your HSA, but only if it is qualified under the IRS Rules to serve as an HSA custodian or trustee. If the new entity is not qualified to be an HSA custodian or trustee, the HSA will be terminated effective as of the date the new entity takes control and all funds in Your HSA will be distributed in accordance with the termination provisions set forth herein.

(b) Notwithstanding any other provision of this Agreement, we also reserve the right to assign

Your HSA to another HSA custodian or trustee without Your prior consent for any reason in our sole discretion, provided that such assignee is qualified under the IRS Rules to be an HSA custodian or trustee.

(c) We may, without Your authorization, engage the services of third parties to assist us with

the services provided under this Agreement.

(d) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Your obligations under this Agreement will also be binding upon Your heirs, executors, legal representatives and permitted assigns.

9.3 Notices

Any notice required by this Agreement to be given by us to You will be effective on the date it is made available to You electronically or, if we are providing such notices in paper form, such notices are effective upon our placement of the notice with the U.S. Postal Service with proper postage affixed and directed to the last address You provided us or which we receive from the USPS in accordance with Section 5.3(a) herein. Any notice required by this Agreement to be given by You to us will be effective upon our receipt of the notice at the last known address that We have on file.

9.4 Conflicting claims about Your HSA

(a) If another person or entity makes a claim against Your HSA, or if we are notified of a dispute

over matters such as the ownership of the HSA or the authority to withdraw funds, we may take one or more of the following actions without any liability to You:

(i) Continue to rely on the account documentation we currently have on file;

(ii) Honor the competing claim (including, if we deem it appropriate in our sole

discretion, terminating this Agreement and Your HSA) upon receipt of evidence we deem satisfactory to justify such claim;

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(iii) Freeze all or part of the funds until the dispute is resolved to our satisfaction;

(iv) Terminate the HSA and either:

A. Send a check for the balance, payable to You or to You and each claimant; or

B. Pay the funds into an appropriate court for resolution.

9.5 Unclaimed property

(a) Unclaimed property laws may require us to turn over abandoned accounts to the applicable

state, which is generally the state listed in the address for Your account statement. Your HSA will be considered abandoned in accordance with Our unclaimed property and escheat procedures.

(b) Before We turn over an abandoned account, we may send a notice to the address we

currently show for the account statement. If mail we previously sent to this address was returned undeliverable for any reason, we may not send this notice.

(c) If You have not made a deposit to or withdrawal from, or initiated other activity in Your

HSA for a period of time that we consider substantial, (currently twelve months), your HSA will be placed in a dormant status and you will be unable to use your debit card or initiate a distribution from your HSA. Unless prohibited by law, we may charge dormant account fees on the HSA in addition to regular monthly maintenance and other fees, in accordance with the Fee Schedule and the terms and conditions of this Agreement. For more information regarding how HSA Investments in an abandoned HSA are handled, see the HSA Investments Terms and Conditions.

9.6 Privacy, Call Recording; Consent for Service Calls

(a) Privacy.

(i) The Bank shall maintain the confidentiality of your information in accordance to with applicable laws. In addition, non-public personal information shall only be disclosed: (a) as necessary to provide services related to your HSA under this Agreement; (b) as required by law; and (c) as requested by You. You agree to cooperate with us in any record keeping and reporting which we believe to be necessary to fulfill government requirements. A copy of the Bank’s Privacy Policy is provided and attached hereto. You may also view the Bank’s Privacy Policy by logging in to the Portal.

(ii) The Administrator will maintain the confidentiality of your information in accordance with its respective privacy policies and as required by applicable law. In addition, by participating in this Program, you consent to Administrator’s disclosure of any non-public personal information in the following instances: (a) as necessary to provide services related to your HSA under this Agreement and (b) if your HSA was established connection with your employment, Administrator may disclose the following information regarding your HSA to your employer: (1) the amount of contributions made to your HSA during the year; (2) whether you maintain an HSA with the Bank; and

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(3) aggregate distribution amounts during the year. The Administrator may also discloseyour non-public personal information as requested by You. You may view theAdministrator’s Privacy Policy by logging in to the Portal.

(b) Call Recording; Consent for Service Calls.

By providing telephone number(s) to us at any time, you authorize us and our affiliatesand designees to contact you regarding your HSA, your card and any other personalaccount(s) or business account(s) for which you are an authorized signer, whether theaccount(s) are with us or our affiliates, at such numbers using any means, including butnot limited to placing calls using an automated dialing system to cell, VoIP or otherwireless phone number, or by sending prerecorded messages or text messages, even ifcharges may be incurred for the calls or text messages; and you consent that any phonecall with us may be monitored or recorded by us.

9.7 Governing law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania and applicable federal law without regard to the Commonwealth of Pennsylvania’s conflict of law rules. By entering into this Agreement, you agree to be subject to the jurisdiction of the applicable state or federal courts of the county in which We maintain a business.

9.8 Waiver and Validity.

We can choose not to exercise or choose to delay enforcement of any of our rights under this Agreement without compromising them. If any provision of this Agreement is held invalid or unenforceable, all other provisions of this Agreement shall remain in full force and effect.

_______________________________________________________________________________________

ARBITRATION PROVISION

READ THIS ARBITRATION PROVISION CAREFULLY: IT WILL IMPACT HOW LEGAL CLAIMS YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED. Under the terms of this Arbitration Provision, and except as set forth below, Claims (as defined below) will be resolved by individual (and not class-wide) binding arbitration in accordance with the terms specified herein, if you or we elect it.

YOUR RIGHT TO OPT OUT; EFFECT OF ARBITRATION. This Arbitration Provision will apply to you and us and to your Account as of the date your Account was opened (or, if you are an existing customer, as of the date of this Agreement), unless you opt out by providing proper and timely notice as set forth below. If a Claim is arbitrated, neither you nor we will have the right to: (1) have a court or a jury decide the Claim; (2) engage in information-gathering (discovery) to the same extent as in court; (3) participate in a class action, private attorney general or other representative action in court or in arbitration; or (4) join or consolidate a Claim with those of any other person.

This Arbitration Provision will survive the termination of this Agreement. See further details below.

Definitions “We,” “Us” and “Our.” Solely as used in this Arbitration Provision, the terms “we,” “us” and “our” also refer to (1) Bank; (2) our employees, officers, directors, parents, controlling persons, subsidiaries, affiliates, predecessors, acquired entities, successors and assigns; and (3) any failed bank to the extent of the assets acquired by us or our affiliates.

“Account.” For purposes of this Arbitration Provision, “Account” refers to your Health Savings Account established under Section 223(a) of the Internal Revenue Code with the Administrator and the features and services provided in connection with it or them. “Account” also refers, collectively and separately, to the Deposit Account and HSA Investment Account.

“Claim.” A “Claim” subject to arbitration is any demand, cause of action, complaint, claim, asserted right, or request for monetary or equitable relief, whether past, present or future, and based upon any legal theory, including contract, tort, consumer protection law, fraud, statute, regulation, ordinance, or common law, which arises out of or relates to this Agreement, your Account or Accounts, the events leading up to your becoming an Account Owner, (for example, advertisements or promotions), any feature or service provided in connection with your Account or Accounts, or any transaction conducted with us related to any of your Accounts.

Notwithstanding the foregoing, the term “Claim” excludes: (a) any dispute or controversy about the validity, enforceability, coverage or scope of this Arbitration Provision or any part thereof, including the Class Action Waiver below (a court will decide such disputes or controversies); and (b) any individual action brought by either party in small claims court or your state’s equivalent court, unless such action is transferred, removed or appealed to a different court.

Arbitration Procedures a. Agreement to Arbitrate Claims. Except if you opt out as provided below, you and we may elect to arbitrate

any Claim.

b. Electing arbitration. If you or we elect to arbitrate a Claim, the party electing arbitration must notify the otherparty in writing (the “Notice”). Your Notice to us shall be sent to PNC Bank, N.A., ATTN: Notice ofArbitration Dept. - HSA Custodian, P.O. Box 162177, Altamonte Springs, FL 32716, (the “NoticeAddress”). Our Notice to you shall be sent to the most recent address for you in our files. Any arbitrationhearing that you attend will take place in a venue in the county where you reside unless you and we agreeotherwise. If a party files a lawsuit in court asserting a Claim and the other party elects arbitration, such Noticemay be asserted in papers filed in the lawsuit (for example, a motion by the defendant to compel arbitration ofClaims asserted by the plaintiff in a lawsuit filed in court). In the event that a court grants a motion to compelarbitration, either party may commence the arbitration proceeding in accordance with the rules andprocedures of the arbitration administrator specified in this section.

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c. Arbitration costs. We will pay the filing, administrative and/or arbitrator’s fees (“Arbitration Fees”) that we arerequired to pay pursuant to the administrator’s rules or the law. In addition, with respect to Arbitration Feesthat you are required to pay under the administrator’s rules in connection with an individual arbitration youhave commenced against us, (i) if the amount of your Claim does not exceed $75,000 and we receive a writtenrequest by you at the Notice Address, we will pay or reimburse you for your payment of said Arbitration Fees;(ii) if the amount of your Claim exceeds $75,000 and we receive a written request by you at the Notice Address,we will consider paying said Arbitration Fees if you are unable to pay them and cannot obtain a waiver orreduction of them from the arbitration administrator.

d. Arbitration administrator and rules. The party electing arbitration must choose between one of twoadministrators: (1) the American Arbitration Association ("AAA"), or (2) JAMS. The administrator chosen willapply its rules and/or codes of procedures in effect at the time arbitration is elected. You may obtain a copy ofthe rules/codes, and more information about initiating an arbitration, by (1) contacting AAA at 1-800-778-7879 or visiting www.adr.org, or (2) contacting JAMS at 1-800-3525267 or visiting www.jamsadr.com. Thearbitrator is bound by the terms of this Agreement. If neither AAA nor JAMS can serve, the parties may agreeon another administrator, or a court may appoint one.

e. What law the arbitrator will apply. The arbitrator will not be bound by judicial rules of procedure andevidence that would apply in a court, or by state or local laws that relate to arbitration proceedings. However,the arbitrator will apply the same statutes of limitation and privileges that a court would apply if the matterwere pending in court. In determining liability or awarding damages or other relief, the arbitrator will followthe applicable substantive law, consistent with the Federal Arbitration Act (FAA), that would apply if the matterhad been brought in court.

f. The arbitrator’s decision and award; attorney fees. At the timely request of either party, the arbitrator shallprovide a brief written explanation of the grounds for the decision. The arbitrator may award any damages orother relief or remedies that would apply under applicable law, as limited in Section (e.) above, to an individualaction brought in court. In addition, with respect to claims asserted by you in an individual arbitration, we willpay your reasonable attorney, witness and expert fees and costs if and to the extent you prevail, or ifapplicable law requires us to do so.

g. Effect of arbitration Award; appeal. The arbitrator’s award shall be final and binding on all parties, except forany right of appeal provided by the Federal Arbitration Act.

Federal Arbitration Act This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Provision.

CLASS ACTION WAIVER If either you or we elect to arbitrate a Claim, neither you nor we will have the right: (a) to participate in a class action, private attorney general action or other representative action in court or in arbitration, either as a class representative or class member; or (b) to join or consolidate Claims with claims of any other persons. No arbitrator shall have authority to conduct any arbitration in violation of this provision or to issue any relief that applies to any person or entity other than you and/or us individually. The parties acknowledge that the Class Action Waiver is material and essential to the arbitration of any Claims and is non-severable from this Arbitration Provision. If the Class Action Waiver is voided, found unenforceable, or limited with respect to any Claim for which you seek class-wide relief, then the parties’ Arbitration Provision (except for this sentence) shall be null and void with respect to such Claim, subject to the right to appeal the limitation or invalidation of the Class Action Waiver. However, this Arbitration Provision shall remain valid with respect to all other Claims. The parties acknowledge and agree that under no circumstances will a class action be arbitrated.

Conflicts; Severability; Survival 25

This Arbitration Provision is intended to be broadly interpreted. In the event of a conflict between the provisions of this Arbitration Provision and the AAA or JAMS rules, or any other terms of the Agreement, the provisions of this Arbitration Provision shall control. If any part of this Arbitration Provision is deemed or found to be unenforceable for any reason, the remainder shall be enforceable, except as provided by the Class Action Waiver. This Arbitration Provision shall survive (1) the closing of your Account and the termination of any relationship between us, including the termination of the Agreement, and (2) survive any bankruptcy to the extent consistent with applicable bankruptcy law.

RIGHT TO OPT OUT You may opt out of this Arbitration Provision by calling your Administrator, using the phone number listed on the back of your debit card or your quarterly account statement, or by sending us a written notice which includes your name(s), Account number, and a statement that you (both or all of you, if more than one) do not wish to be governed by the Arbitration Provision in your Account Agreement (the “Opt Out Notice”). To be effective, your written Opt Out Notice must be (1) sent to us by first class mail or certified mail, return receipt requested, at PNC Bank, N.A., ATTN: Arbitration Opt Out,P.O. Box 162177, Altamonte Springs, FL 32716, and (2) signed by you (or both of you, if more than one) including theinformation set forth above. We must receive your telephone call or written notice within forty-five (45) days after either (i) thedate of the mailing to you of this Arbitration Provision or (ii) the day you open your Account, whichever is later. Your decisionto opt out will not affect any other provision of this Agreement.

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Health Savings Account (HSA) Fee Schedule

There are fees associated with maintaining your HSA.

The following is a list of standard administrative and other related fees that may be charged to your HSA by your Administrator. Under certain circumstances, the Monthly HSA Benefit Administration Fee and other fees listed below may be paid on your behalf, or reduced, by your employer during your continued employment.*

The Custodian of your HSA, PNC Bank, N.A., does not assess any fees associated with your HSA. You should contact your Administrator if you have any questions regarding the fees listed below, which are assessed by your Administrator.**

Your Administrator reserves the right to change any administrative fee or any other related fee(s) by giving you, (or your employer, if applicable), notice at least 30 days prior to the effective date of any changes to the fee(s).

LIST OF FEES – Effective January 1, 2019

Monthly HSA Benefit Administration Fee (Your continued employment with your employer may result in no fee or a reduction of this fee; please refer to your Administrator Welcome Materials, or contact your Administrator, for more information).

$4.95**

Monthly Investment Fee (Fee will only be charged if you choose to participate in the optional HSA Investments).

$2.50**

Returned Item Fee (Fee for a contribution that is returned unpaid). $15.00/per occurrence**

Closure Fee (Fee for closing your account). $25.00/per occurrence**

Quarterly Paper Statement Fee (A printable electronic statement is provided each quarter free of charge).

IMPORTANT: You must go to the Portal and elect to receive electronic statements. Otherwise, your quarterly statement will be sent via U.S. mail and the applicable Quarterly Paper Statement Fee will apply.

$1.50/quarter**

*PLEASE NOTE: If you discontinue your enrollment in an HDHP, or terminate your employment with youremployer, the current fees, including the Monthly HSA Benefit Administration Fee of $4.95 may be assessedto your HSA as determined by your Administrator.

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FACTS WHAT DOES PNC DO WITH YOUR HEALTH SAVINGS ACCOUNT PERSONAL INFORMATION?

Why? Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What? The types of personal information we collect and share depend on the product or service you have with us. This information can include:• Social Security number and date of birth• Account balances and account transactions• Name and Social Security number of dependents and/or beneficiaries

How? All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information, the reasons PNC chooses to share, and whether you can limit this sharing.

Reasons we can share your personal information Does PNC share? Can you limit this sharing?

For our everyday business purposes —such as to process your transactions, maintain your account(s), respond to court orders and legal investigations.

Yes No

For our marketing purposes —to offer our products and services to you

No We don’t share

For joint marketing with other financial companies No We don’t share

For our affiliates’ everyday business purposes —information about your transactions and experiences

No We don’t share

For our affiliates’ everyday business purposes —information about your creditworthiness

No We don’t share

For our affiliates to market to you No We don’t share

For non-affiliates to market to you No We don’t share

Questions?Please contact your Administrator using the number on the back of your debit card or listed on your quarterly account statement.

Rev. June 2020

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Who we are

Who is providing this notice? PNC Bank, National Association as Custodian for the Health Savings Account Program established by the Administrator that is named/defined in the Welcome Materials.

What we do

How does PNC protect my personal information?

To protect your personal information from unauthorized access and use, we usesecurity measures that comply with federal law. These measures include computer safeguards and secured files and buildings.Additionally, PNC requires and trains its employees to comply with its privacy standards and policies, which are designed to protect customer information.

How does PNC collect my personal information?

We collect your personal information, for example, when you• open an account or deposit money• pay your bills• use your credit cardWe also collect your personal information from others, such as credit bureaus,affiliates, or other companies.

Why can’t I limit my sharing? Federal law gives you the right to limit only• sharing for affiliates’ everyday business purposes — information about

your creditworthiness• affiliates from using your information to market to you• sharing for non-affiliates to market to you

State laws and individual companies may give you additional rights to limit sharing. See below for more on your rights under state law.

Definitions

Affiliates Companies related by common ownership or control. They can be financial and nonfinancial companies.• Our affiliates include companies with the PNC name, and financial companies

such as Harris Williams, LLC.

Non-affiliates Companies not related by common ownership or control. They can be financial and nonfinancial companies.• PNC does not share with non-affiliates so they can market to you.

Joint marketing A formal agreement between nonaffiliated financial companies that together market financial products or services to you.• Our joint marketing partners include mortgage and lending companies, insurance

companies, and other companies that provide financial products and services.

Other important information

Health Savings Account Customers — Please see the PNC privacy notice, WHAT DOES PNC DO WITH YOUR PERSONAL INFORMATION?, if you have other account relationships with PNC. All statements to Federal Law mentioned above reference U.S. Federal Law. California and Vermont: If your account has a California or Vermont billing address, we will automatically limit sharing your information with affiliates and non-affiliates or for joint marketing with other financial companies. Nevada Residents Only: This notice is provided to you pursuant to state law. To stop marketing calls from us follow the directions in the section “To limit our sharing” to be placed on the PNC do not call list. Nevada law requires that we also provide you with the following contact information: Office of the Nevada Attorney General, Grant Sawyer Building, 555 E. Washington Ave., Ste 3900, Las Vegas, NV 89101; telephone: 1-888-434-9989; email: aginfo@ag.nv.gov. HSA Account Services, P.O. Box 162177, Altamonte Springs, FL 32716; email: pnc.custodian@hsaaccountservices.com. Important information about phone calls, texts, prerecorded and email messages: If, at any time, you provide to PNC Bank, its affiliates or designees (PNC) contact numbers that are wireless telephone number(s) including, but not limited to, cell or VoIP numbers, you are consenting to PNC using an automated dialing system to call or text you, or to send prerecorded messages to you, in order to service and collect on any PNC personal account(s) and business account(s) (for which you are an authorized signer, guarantor or designated contact person) but not to market to you. For any type of phone calls with PNC, you consent that the call may be monitored or recorded for quality control and training purposes. By providing your email address, you consent to receive electronic mail from PNC.

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