Amendment of ERA. The Company, through an action of the Human Resources Committee, reserves the right in its sole and absolute discretion to amend this ERA in any respect at any time, except that upon or during the two (2) year period after any Change of Control of the Company, # ERA benefits cannot be reduced, # Articles VIII and X and [Section 7.1(b)] cannot be changed, and # (except as provided in [Section 10.3]) no prospective amendment that adversely affects the rights or obligations of a Participant may be made unless the affected Participant receives at least one (1) year's advance written notice of such amendment.

Termination of ERA. The Company, through an action of the Human Resources Committee, may terminate or suspend this ERA in whole or in part at any time, provided that no such termination or suspension will deprive a Participant, or person claiming benefits under this ERA through a Participant, of any amount credited to his Account under this ERA up to the date of suspension or termination. Except as required by applicable law and pursuant to the valuation of such Account pursuant to [Section 4.4], the Human Resources Committee may decide to liquidate the ERA upon termination under the following circumstances:

In addition to the Human Resources Committee, the RPAC has the right to make non-material amendments to the ERA to comply with changes in the law or to facilitate ERA administration; provided, however, that each such proposed non¬-material amendment must be discussed with the Chairperson of the Human Resources Committee in order to determine whether such change would constitute a material amendment to the ERA.

occurrence of a full vesting event described in [Section 4.2(a)] will vest in the balance of his Account pursuant to the following schedule:

The RPAC further amended and restated the ERA effective November 30, 2015 to # incorporate the prior amendment to the ERA, # delegate to the Senior Vice President, Human Resources and the Plan Administrator the authority to provide annual contributions and/or continued age and service credit for vesting purposes for any participant who transfers to an Affiliate who has not adopted the ERA as an Employer without the need for adoption of the ERA by such Affiliate, # permit participants who are not participants in the “SERP,” as defined in Article II, who are ineligible or who become ineligible to participate in the ERA to receive earnings credit until they terminate employment with the Company and all Affiliates, and # reflect that the name of the Compensation Committee has changed to the “Human Resources Committee.” The amended and restated ERA was known as the Sixth Amended and Restated ERA.

The arbitrator will have no power to add to, subtract from, or modify any of the terms of the ERA, or to change or add to any benefits provided by the ERA, or to waive or fail to apply any requirements of eligibility for a benefit under the ERA. Nonetheless, the arbitrator will have absolute discretion in the exercise of its powers in this ERA. Arbitration decisions will not establish binding precedent with respect to the administration or operation of the ERA.

A Compliance The ERA is intended to comply with the requirements of section 409A of the Code The provisions of the ERA will be construed and administered in a manner that enables the ERA to comply with the provisions of section 409A of the Code

•Executive Retirement Account (ERA): You will continue to be eligible to participate in the ERA, however, your annual employer contribution will be increased to 20% of your base salary under the terms and conditions provided in the ERA. Employer contributions are made on July 1 each year.

Continuation. The Company intends to continue this ERA indefinitely, but nevertheless assumes no contractual obligation beyond the promise to pay the benefits described in this ERA.

Through an instrument, adopted on December 11, 2009, the Company further amended and restated the ERA, also effective December 31, 2008, to clarify the ERA's intent to comply with section 409A of the Code; namely, to clarify that # ERA participants who incur a separation from service and are reemployed such that they do not have a break in employment under the Company's Rehire and Reinstatement Policy (or any successor thereto) will have any prior forfeited ERA account balance restored at the time of such reemployment (i.e., for consistency purposes, both the participant's prior years of service and account balance will be restored and administered on a going forward basis under the ERA) and # any subsequent deferral election made in accordance with the terms of the ERA will apply to an ERA participant's "Normal Retirement Benefit" (as defined herein). The amended and restated ERA was known as the Second Amended and Restated Tenet Executive Retirement Account,