Participation. This Plan is only for the benefit of Participants, and no other employees, personnel, consultants or independent contractors shall be eligible to participate in this Plan or to receive any rights or benefits hereunder. Participants are those employees (including new hires) designated by the Compensation Committee as Participants from time to time, subject to, and conditioned upon, such employee executing and delivering to the Company a Letter Agreement.

Participation. The Committee shall designate from time to time those Employees who are Participants in the Plan. Exhibit A, attached hereto and made a part hereof, sets forth the Participants as of the Effective Date, which may be amended by the Committee, at any time prior to a Change in Control to add or remove individual Participants; provided, however, that the removal of individual Participants from the Plan shall not be effective for at least twenty-four (24) months after notification to the Participants of such action. If a Change in Control occurs during such 24-month period, any such action to remove individual Participants shall be null and void. The Corporate Secretary of the Company shall sign and date Exhibit A each time it is amended, and shall keep a copy of the current official copy of Exhibit A as part of the Company's corporate records.

Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom an Award shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. Except as provided in Section 4.6 regarding the grant of Awards pursuant to the Non-Employee Director Equity Compensation Policy, no Eligible Individual shall have any right to be granted an Award pursuant to the Plan.

The participants in the EBR eligible for benefits shall be a select group of management or highly compensated employees of the Cooperative whose compensation exceeds the limits of Code § 401(a)(17) and/or whose benefit exceeds the limits of § 415, and who are designated in writing by the Board on any Addendum as participants, and who on the date of their attainment of the Normal Retirement Date, or upon such other date as the Board may designate, have a Pension Limitation, as defined in any Addendum to this EBR, applied to reduce the amount of payment that would otherwise be payable by a Qualified Plan sponsored by NRECA or directly by the Cooperative.

Participation. Employees in a position of Vice President or Senior Vice President are eligible for coverage under the Plan, subject to the exclusions set forth in [Section 3.2], below.

The Committee shall, in its sole and absolute discretion, from time to time designate the employees of the Company eligible to participate in the Plan and whether such individual shall be a Level 1, Level 2 or Level 3 Participant.

Participation. Participation in any such Revolving Facility Increase may be offered to each of the existing Lenders, but no Lender shall have any obligation to provide all or any portion of any such Revolving Facility Increase. The Borrowers may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) to join this Credit Agreement as Lenders hereunder for any portion of such Revolving Facility Increase; provided that such other banks, financial institutions and investment funds shall enter into such lender joinder agreements to give effect thereto as the Administrative Agent may reasonably request.

Participation. No Employee shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.

An eligible Employee may become a participant in the Plan by completing a subscription agreement on the form provided by the Company and filing it with the Company’s payroll office prior to the applicable Enrollment Date, unless an earlier time for filing the subscription agreement is set by the Board for all eligible Employees with respect to a given offering. The subscription agreement shall set forth the percentage of the participant’s Compensation (subject to Section 6(a) below) to be credited as Contributions pursuant to the Plan.

Participation. Participation in any Revolving Facility Increase may be offered to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of such Revolving Facility Increase. The Company may invite other banks and financial institutions reasonably acceptable to the Agent (such consent not to be unreasonably withheld or delayed) to join this Agreement as Lenders hereunder for any portion of such Revolving Facility Increase; provided that such other banks and financial institutions shall enter into such joinder agreements to give effect thereto as the Agent may reasonably request.