• Plan At A Glance• Plan Overview• Frequently Asked Questions

Investing in Your Future

Capital Accumulation Program

Plan At A GlanceOverviewThis is a voluntary after-tax capital accumulation program that is designed to provide supplemental retirement income and life insurance protection to eligible full-time associates of MedStar Health. Employer matching contributions will be made to the plan subject to a vesting schedule.

EligibilityThe plan is available to full time associates of MedStar with an FTE status of .75 or greater that meet minimum compensation requirements and are designated by MedStar as eligible for the plan. A minimum base salary of $150,000 and minimum total compensation of $175,000 is required to be eligible for the plan. Due to underwriting restrictions on the underlying life insurance policy, the maximum age to be eligible to enroll in the plan is 70 ½ as of the policy issue date. Eligibility will be determined as of June 30 and December 31 each year.

Participant ContributionsParticipant after-tax contributions will be made via payroll deductions and will be invested in an institutionally-priced variable universal life (“VUL”) insurance policy with a minimum contribution period of seven years. The policy will be owned by an employee grantor trust with a sub-trust to be established for each participant. The policy will be issued on a guaranteed issue basis with no medical underwriting for participants up to age 65 ½ (participants with a prior declination or substandard offer from the insurance company may not be eligible for guaranteed issue). Simplified underwriting with evidence of insurability is required for participants between ages 65 ½ - 70 ½ as of the policy issue date. Participants may not access policy cash values until the later of seven policy years or termination of employment.

MedStar Matching ContributionsMedStar matching contributions will be deposited into a separate employer funded trust and will be invested in tax-efficient securities, such as Exchange Traded Funds (“ETF”), to be determined by the Trustee. Participants will vest in MedStar matching contributions after 7 years, at which time a new 7-year vesting period will begin for new MedStar matching contributions. Upon vesting, earnings on MedStar matching contributions will be subject to taxation at the trust level. The resulting after-tax benefit will be invested in the participant’s VUL insurance policy. The vested amount will be included as taxable income and reported on form W-2 in the year in which the transfer occur.

Investment OptionsParticipants may allocate premiums and policy cash values among approximately 70-80 variable investment sub-accounts available within the insurance policy. Earnings on policy cash values accrue on a tax deferred basis. If no investment allocation is specified, policy premiums and cash values will be allocated to the default investment option: John Hancock Lifestyle Conservative Portfolio.

Distribution OptionsUpon the later of seven policy years or termination of employment, the participant may choose from among several options with respect to the VUL policy. The participant may: • accessthepolicycashvaluesviapolicywithdrawalsandloansinordertosupplementretirementincome; • convertthepolicycashvaluetoanimmediateannuity; •maintainthepolicyforthedeathbenefitprotection;or • surrenderthepolicyandpaytaxesontheaccruedearningsasordinaryincome.

EnrollmentTo enroll in the plan, eligible associates must complete a Participation Agreement and Guaranteed Issue Application Kit (Simplified Issue Application Kit for eligible participants age 65 ½ - 70 ½ as of the policy issue date) during their initial open enrollment window. If an eligible associate declines to participate during their initial open enrollment window, they may enroll during a subsequent open enrollment window. However, they will be subject to simplified underwriting with evidence of insurability and their application may be declined by the insurance company if they have negative medical history.

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Plan At A GlanceOverviewThis is a voluntary after-tax capital accumulation program that is designed to provide supplemental retirement income and life insurance protection to eligible full-time associates of MedStar Health. Employer matching contributions will be made to the plan subject to a vesting schedule.

EligibilityThe plan is available to full time associates of MedStar with an FTE status of .75 or greater that meet minimum compensation requirements and are designated by MedStar as eligible for the plan. A minimum base salary of $150,000 and minimum total compensation of $175,000 is required to be eligible for the plan. Due to underwriting restrictions on the underlying life insurance policy, the maximum age to be eligible to enroll in the plan is 70 ½ as of the policy issue date. Eligibility will be determined as of June 30 and December 31 each year.

Participant ContributionsParticipant after-tax contributions will be made via payroll deductions and will be invested in an institutionally-priced variable universal life (“VUL”) insurance policy with a minimum contribution period of seven years. The policy will be owned by an employee grantor trust with a sub-trust to be established for each participant. The policy will be issued on a guaranteed issue basis with no medical underwriting for participants up to age 65 ½ (participants with a prior declination or substandard offer from the insurance company may not be eligible for guaranteed issue). Simplified underwriting with evidence of insurability is required for participants between ages 65 ½ - 70 ½ as of the policy issue date. Participants may not access policy cash values until the later of seven policy years or termination of employment.

MedStar Matching ContributionsMedStar matching contributions will be deposited into a separate employer funded trust and will be invested in tax-efficient securities, such as Exchange Traded Funds (“ETF”), to be determined by the Trustee. Participants will vest in MedStar matching contributions after 7 years, at which time a new 7-year vesting period will begin for new MedStar matching contributions. Upon vesting, earnings on MedStar matching contributions will be subject to taxation at the trust level. The resulting after-tax benefit will be invested in the participant’s VUL insurance policy. The vested amount will be included as taxable income and reported on form W-2 in the year in which the transfer occur.

Investment OptionsParticipants may allocate premiums and policy cash values among approximately 70-80 variable investment sub-accounts available within the insurance policy. Earnings on policy cash values accrue on a tax deferred basis. If no investment allocation is specified, policy premiums and cash values will be allocated to the default investment option: John Hancock Lifestyle Conservative Portfolio.

Distribution OptionsUpon the later of seven policy years or termination of employment, the participant may choose from among several options with respect to the VUL policy. The participant may: • accessthepolicycashvaluesviapolicywithdrawalsandloansinordertosupplementretirementincome; • convertthepolicycashvaluetoanimmediateannuity; •maintainthepolicyforthedeathbenefitprotection;or • surrenderthepolicyandpaytaxesontheaccruedearningsasordinaryincome.

EnrollmentTo enroll in the plan, eligible associates must complete a Participation Agreement and Guaranteed Issue Application Kit (Simplified Issue Application Kit for eligible participants age 65 ½ - 70 ½ as of the policy issue date) during their initial open enrollment window. If an eligible associate declines to participate during their initial open enrollment window, they may enroll during a subsequent open enrollment window. However, they will be subject to simplified underwriting with evidence of insurability and their application may be declined by the insurance company if they have negative medical history.

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Plan OverviewEligibilityThe plan is a voluntary after-tax Capital Accumulation Program that is designed to provide supplemental retirement income and life insurance protection to eligible full-time associates of MedStar Health. The plan is available to full time associates of MedStar with an FTE status of .75 or greater that meet minimum compensation requirements and are designated by MedStar as eligible for the plan. A minimum base salary of $150,000 and minimum total compensation of $175,000 is required to be eligible for the plan. Due to underwriting restrictions on the underlying life insurance policy, the maximum age to be eligible to enroll in the plan is 70 ½ as of the policy issue date. Eligibility will be determined as of June 30 and December 31 each year.

Participant ContributionsParticipant after-tax contributions will be invested in an institutionally-priced variable universal life (“VUL”) insurance policy. The policy will be owned by an employee grantor trust with a sub-trust to be established for each participant. The policy will be issued on a guaranteed issue basis with no medical underwriting for participants up to age 65 ½ (participants with a prior declination or substandard offer from the insurance company may not be eligible for guaranteed issue). Simplified underwriting with evidence of insurability is required for participants between ages 65 ½ - 70 ½ as of the policy issue date. Earnings on policy cash values accrue on a tax deferred basis.

The minimum after-tax participant contribution is $5,000 per year (subject to $100,000 minimum policy face amount).

The maximum after-tax participant contribution is based on participant compensation as follows:

If participant¹s compensation is $1M+, an additional $20,000 per year may be contributed subject to simplified underwriting with evidence of insurability.

If a participant moves up from one compensation tier to another, the participant may elect to increase their after-tax contributions up to the maximum contribution for the new compensation tier during the enrollment period immediately followingthechangeincompensationtier.Thisistheonlyopportunitytoincreasetheafter-taxcontribution;itcannotbemade at a later enrollment period or a subsequent seven year policy period.

Participants should enter into this transaction with the intent of making a level after-tax contribution for a minimum of seven years, so careful consideration should be given to the amount that is contributed to the plan. Once a contribution amount is elected, you may not change the contribution amount unless you move up to a new compensation tier.

After the second policy year, a participant may request in writing up to two premium holidays for a period of 3-12 months each, subject to approval of the plan administrator. After the seventh policy year, a participant’s contributions will continue at the same level for subsequent years without the need to make a new contribution election. A participant will also have the option to discontinue their contributions at any time after the seventh policy year.

MedStar Matching ContributionsMedStar will make matching contributions to a separate employer funded trust. MedStar’s contributions to the trust will be equal to 50% of a participant’s after-tax contribution up to a maximum participant contribution of 10% of total compensation.

The example below illustrates how the maximum MedStar matching contribution is calculated: • Participantinsurancepolicyeffectivedate:10/1/2014 • Participantafter-taxcontribution:$30,000 • Participant2014W-2compensation:$300,000 • MaximumMedStarmatchingcontribution:50%x10%x$300,000=$15,000 • Iftheparticipant’s2014W-2compensationis$200,000,themaximumMedStarmatchingcontribution equals50%x10%x$200,000=$10,000

The employer funded trust is considered a separate taxable entity from MedStar and the associate. As such, assets held in the employer funded trust are not subject to the claims of creditors of MedStar. Since the employer funded trust is a separate taxable entity, earnings on assets held by the trust are taxable to the trust at trust tax rates.

MedStar’s contributions to the employer funded trust will be invested in a conservative tax-efficient investment, such as an Exchange Traded Fund (“ETF”). MedStar’s contributions to the employer funded trust will be subject to a 7-year vesting schedule described in the next section. Upon vesting, the employer funded trust will liquidate the assets held on behalf of the participant and will pay taxes on the earnings. The after-tax benefit will be contributed to the participant’s grantor trust and invested in the participant’s VUL insurance policy. The vested amount is included as taxable income and reported on form W-2 in the year in which the transfer occurs.

VestingParticipant contributions to the insurance policy are 100% vested at all times, subject to distribution options described below.

MedStar matching contributions to the employer funded trust will be subject to 7-year cliff vesting on the participant’s balance in the trust account. After the initial 7- year vesting period and for each subsequent 7-year period, a new 7-year cliff vesting period will begin on new MedStar matching contributions to the employer funded trust.

A participant balance in the employer funded trust will become 100% vested upon attainment of age 60 with 5 years of service with MedStar. Employer matching contributions made after attaining age 60 with 5 years of service will go into the plan immediately 100% vested with the after-tax amount contributed to the participant’s VUL insurance policy.

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Total Compensation Maximum Contribution

$175,000 - $299,999 $30,000

$300,000 - $499,999 $40,000

$500,000 + $50,000

Plan OverviewEligibilityThe plan is a voluntary after-tax Capital Accumulation Program that is designed to provide supplemental retirement income and life insurance protection to eligible full-time associates of MedStar Health. The plan is available to full time associates of MedStar with an FTE status of .75 or greater that meet minimum compensation requirements and are designated by MedStar as eligible for the plan. A minimum base salary of $150,000 and minimum total compensation of $175,000 is required to be eligible for the plan. Due to underwriting restrictions on the underlying life insurance policy, the maximum age to be eligible to enroll in the plan is 70 ½ as of the policy issue date. Eligibility will be determined as of June 30 and December 31 each year.

Participant ContributionsParticipant after-tax contributions will be invested in an institutionally-priced variable universal life (“VUL”) insurance policy. The policy will be owned by an employee grantor trust with a sub-trust to be established for each participant. The policy will be issued on a guaranteed issue basis with no medical underwriting for participants up to age 65 ½ (participants with a prior declination or substandard offer from the insurance company may not be eligible for guaranteed issue). Simplified underwriting with evidence of insurability is required for participants between ages 65 ½ - 70 ½ as of the policy issue date. Earnings on policy cash values accrue on a tax deferred basis.

The minimum after-tax participant contribution is $5,000 per year (subject to $100,000 minimum policy face amount).

The maximum after-tax participant contribution is based on participant compensation as follows:

If participant¹s compensation is $1M+, an additional $20,000 per year may be contributed subject to simplified underwriting with evidence of insurability.

If a participant moves up from one compensation tier to another, the participant may elect to increase their after-tax contributions up to the maximum contribution for the new compensation tier during the enrollment period immediately followingthechangeincompensationtier.Thisistheonlyopportunitytoincreasetheafter-taxcontribution;itcannotbemade at a later enrollment period or a subsequent seven year policy period.

Participants should enter into this transaction with the intent of making a level after-tax contribution for a minimum of seven years, so careful consideration should be given to the amount that is contributed to the plan. Once a contribution amount is elected, you may not change the contribution amount unless you move up to a new compensation tier.

After the second policy year, a participant may request in writing up to two premium holidays for a period of 3-12 months each, subject to approval of the plan administrator. After the seventh policy year, a participant’s contributions will continue at the same level for subsequent years without the need to make a new contribution election. A participant will also have the option to discontinue their contributions at any time after the seventh policy year.

MedStar Matching ContributionsMedStar will make matching contributions to a separate employer funded trust. MedStar’s contributions to the trust will be equal to 50% of a participant’s after-tax contribution up to a maximum participant contribution of 10% of total compensation.

The example below illustrates how the maximum MedStar matching contribution is calculated: • Participantinsurancepolicyeffectivedate:10/1/2014 • Participantafter-taxcontribution:$30,000 • Participant2014W-2compensation:$300,000 • MaximumMedStarmatchingcontribution:50%x10%x$300,000=$15,000 • Iftheparticipant’s2014W-2compensationis$200,000,themaximumMedStarmatchingcontribution equals50%x10%x$200,000=$10,000

The employer funded trust is considered a separate taxable entity from MedStar and the associate. As such, assets held in the employer funded trust are not subject to the claims of creditors of MedStar. Since the employer funded trust is a separate taxable entity, earnings on assets held by the trust are taxable to the trust at trust tax rates.

MedStar’s contributions to the employer funded trust will be invested in a conservative tax-efficient investment, such as an Exchange Traded Fund (“ETF”). MedStar’s contributions to the employer funded trust will be subject to a 7-year vesting schedule described in the next section. Upon vesting, the employer funded trust will liquidate the assets held on behalf of the participant and will pay taxes on the earnings. The after-tax benefit will be contributed to the participant’s grantor trust and invested in the participant’s VUL insurance policy. The vested amount is included as taxable income and reported on form W-2 in the year in which the transfer occurs.

VestingParticipant contributions to the insurance policy are 100% vested at all times, subject to distribution options described below.

MedStar matching contributions to the employer funded trust will be subject to 7-year cliff vesting on the participant’s balance in the trust account. After the initial 7- year vesting period and for each subsequent 7-year period, a new 7-year cliff vesting period will begin on new MedStar matching contributions to the employer funded trust.

A participant balance in the employer funded trust will become 100% vested upon attainment of age 60 with 5 years of service with MedStar. Employer matching contributions made after attaining age 60 with 5 years of service will go into the plan immediately 100% vested with the after-tax amount contributed to the participant’s VUL insurance policy.

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Total Compensation Maximum Contribution

$175,000 - $299,999 $30,000

$300,000 - $499,999 $40,000

$500,000 + $50,000

Investment OptionsAs a legal requirement of the Employee Grantor Trust, for the first 30 days following the initial contribution to your insurance policy, the contribution will be allocated to the default investment option, John Hancock Lifestyle Conservative Portfolio. Following the initial 30 day period, participants may allocate premiums and policy cash values among approximately 70-80 variable investment sub-accounts available within the insurance policy. The insurance policy investment options are managed by select investment professionals and cover various investment strategies, such as aggressive growth, growth, growth and income, income, conservative, international, and lifestyle funds. If no investment allocation is specified, policy premiums and cash values will be allocated to the default investment option: John Hancock Lifestyle Conservative Portfolio.

Additional information regarding the investment options in the plan is available online at www.nolanlink.com.

Distribution OptionsUpon the later of seven years or termination of employment, the participant may choose from among several options with respect to the insurance policy.

The participant may access the insurance policy cash values via policy withdrawals and loans in order to supplement retirement income. The insurance policy also provides a residual death benefit in the event of the participant’s death while the policy is in-force. Since it is a variable policy subject to the fluctuations of the markets, the participant must carefully manage the policy and not allow it to lapse, otherwise all earnings in the policy become taxable as ordinary income.

The participant may elect to convert the policy cash value to an immediate annuity. The annuity may provide income for the life of the participant or for a specified period of time. A portion of each annuity payment will be subject to taxation as ordinary income.

The participant may maintain the policy for the death benefit protection. Depending on the cash value in the policy, additional premiums may be necessary to keep the policy in-force for the life of the insured. Alternatively, the policy death benefit may be reduced to a level that may be sustained by the policy cash value.

Finally, the participant may surrender the policy and pay taxes on the accrued earnings as ordinary income.

A participant may not access the policy cash value during the first 7 policy years even if the participant terminates employment with MedStar.

Beneficiary DesignationsParticipants will make a beneficiary designation for the insurance policy, which will also serve as their beneficiary designation for the employer funded trust. In the event of the participant’s death, the beneficiary is the person who will be entitled to receive a participant’s insurance policy death benefit and account balance in the employer funded trust. Participants may name anyone they wish as their beneficiary and they may name more than one person as their beneficiary. If more than one person is named, the percentage desired to be paid to each person should be specified. Otherwise, the beneficiaries will share the account value equally. If the participant does not have a beneficiary designation on file, or if their beneficiary dies before them and they have not named a contingent beneficiary, the value of their account will be paid to their spouse, if living, and otherwise to their estate. Participants may change the beneficiary election on the insurance policy by completing a change of beneficiary form with the insurance company. The beneficiary change form is available by contacting Nolan Financial.

Termination, Death or Disability of the ParticipantUpon the termination of employment of a participant prior to age 60, the participant will forfeit any unvested balance as a result of employer matching contributions to the employer funded trust.

Upon the death of a participant, a participant’s balance in the employer funded trust will become fully vested and distributable in a lump sum payment to the participant’s named beneficiary.

Upon the total and permanent disability of a participant (as defined by the plan document), a participant’s balance in the employer funded trust will become fully vested and distributable in a lump sum payment.

Other Important Facts and InformationParticipation in this program is not an employment contract between you and MedStar Health, Inc., either expressed or implied. The existence of the program and participation in it does not in any way guarantee you the right to continue your employment relationship with MedStar.

MedStar reserves the right to amend or terminate the program at any time. If the program is terminated, your vested account balance would be distributed in a lump sum as soon as is administratively practicable. You will be informed of any changes to the program if it becomes necessary.

Participant CommunicationsYou will have on-line access to periodic insurance policy values as well as your current balance in the employer funded trust as a result of MedStar’s matching contributions. You may view these values and make investment reallocations to your insurance policy online at www.nolanlink.com

ContactsNolan Financial and Cornerstone Financial have been selected by MedStar to enroll and administer the Capital Accumulation Program.

Please contact Nolan Financial with any plan related questions via telephone at (877) 339-2981 or via email to MedStar@nolanfinancial.com.Forinvestmentrelatedquestions,pleasecontactCornerstoneFinancialat(410)468-1685.

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Capital Accumulation Program

Investment OptionsAs a legal requirement of the Employee Grantor Trust, for the first 30 days following the initial contribution to your insurance policy, the contribution will be allocated to the default investment option, John Hancock Lifestyle Conservative Portfolio. Following the initial 30 day period, participants may allocate premiums and policy cash values among approximately 70-80 variable investment sub-accounts available within the insurance policy. The insurance policy investment options are managed by select investment professionals and cover various investment strategies, such as aggressive growth, growth, growth and income, income, conservative, international, and lifestyle funds. If no investment allocation is specified, policy premiums and cash values will be allocated to the default investment option: John Hancock Lifestyle Conservative Portfolio.

Additional information regarding the investment options in the plan is available online at www.nolanlink.com.

Distribution OptionsUpon the later of seven years or termination of employment, the participant may choose from among several options with respect to the insurance policy.

The participant may access the insurance policy cash values via policy withdrawals and loans in order to supplement retirement income. The insurance policy also provides a residual death benefit in the event of the participant’s death while the policy is in-force. Since it is a variable policy subject to the fluctuations of the markets, the participant must carefully manage the policy and not allow it to lapse, otherwise all earnings in the policy become taxable as ordinary income.

The participant may elect to convert the policy cash value to an immediate annuity. The annuity may provide income for the life of the participant or for a specified period of time. A portion of each annuity payment will be subject to taxation as ordinary income.

The participant may maintain the policy for the death benefit protection. Depending on the cash value in the policy, additional premiums may be necessary to keep the policy in-force for the life of the insured. Alternatively, the policy death benefit may be reduced to a level that may be sustained by the policy cash value.

Finally, the participant may surrender the policy and pay taxes on the accrued earnings as ordinary income.

A participant may not access the policy cash value during the first 7 policy years even if the participant terminates employment with MedStar.

Beneficiary DesignationsParticipants will make a beneficiary designation for the insurance policy, which will also serve as their beneficiary designation for the employer funded trust. In the event of the participant’s death, the beneficiary is the person who will be entitled to receive a participant’s insurance policy death benefit and account balance in the employer funded trust. Participants may name anyone they wish as their beneficiary and they may name more than one person as their beneficiary. If more than one person is named, the percentage desired to be paid to each person should be specified. Otherwise, the beneficiaries will share the account value equally. If the participant does not have a beneficiary designation on file, or if their beneficiary dies before them and they have not named a contingent beneficiary, the value of their account will be paid to their spouse, if living, and otherwise to their estate. Participants may change the beneficiary election on the insurance policy by completing a change of beneficiary form with the insurance company. The beneficiary change form is available by contacting Nolan Financial.

Termination, Death or Disability of the ParticipantUpon the termination of employment of a participant prior to age 60, the participant will forfeit any unvested balance as a result of employer matching contributions to the employer funded trust.

Upon the death of a participant, a participant’s balance in the employer funded trust will become fully vested and distributable in a lump sum payment to the participant’s named beneficiary.

Upon the total and permanent disability of a participant (as defined by the plan document), a participant’s balance in the employer funded trust will become fully vested and distributable in a lump sum payment.

Other Important Facts and InformationParticipation in this program is not an employment contract between you and MedStar Health, Inc., either expressed or implied. The existence of the program and participation in it does not in any way guarantee you the right to continue your employment relationship with MedStar.

MedStar reserves the right to amend or terminate the program at any time. If the program is terminated, your vested account balance would be distributed in a lump sum as soon as is administratively practicable. You will be informed of any changes to the program if it becomes necessary.

Participant CommunicationsYou will have on-line access to periodic insurance policy values as well as your current balance in the employer funded trust as a result of MedStar’s matching contributions. You may view these values and make investment reallocations to your insurance policy online at www.nolanlink.com

ContactsNolan Financial and Cornerstone Financial have been selected by MedStar to enroll and administer the Capital Accumulation Program.

Please contact Nolan Financial with any plan related questions via telephone at (877) 339-2981 or via email to MedStar@nolanfinancial.com.Forinvestmentrelatedquestions,pleasecontactCornerstoneFinancialat(410)468-1685.

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Capital Accumulation Program

Frequently Asked QuestionsWhat is the capital accumulation program?The plan is a voluntary after-tax capital accumulation program that is designed to provide supplemental retirement income and life insurance protection to eligible full-time associates of MedStar Health. The plan provides eligible associates with an opportunity to supplement the retirement savings available to them through the existing MedStar retirement plans.

What are the advantages of this program?This program is designed to enhance your total compensation program with MedStar by providing you with an additional retirement savings opportunity. Since the after-tax contributions are invested in an institutionally-priced variable universal life insurance policy (“VUL”), the earnings within the policy accrue on a tax deferred basis. If you enroll in the plan at the time of your initial eligibility, the VUL insurance policy will be issued on a guaranteed issue basis with no medical underwriting required, subject to age limitations (participants with a prior declination or substandard offer from the insurance company may not be eligible for guaranteed issue). Institutionally-priced VUL policiesaredesignedfortheemployer-sponsoredexecutive/professionalbenefitsmarket.Theseproductsarepricedbasedonwhite-collarexecutive/professionalmortalityrates,havesignificantlyreducedsurrendercharges,andareavailable with guaranteed issue underwriting, which does not require any medical underwriting. This type of life insurance product is not available to an individual outside of an employer sponsored plan.

In addition, MedStar will make an employer matching contribution equal to 50% of your annual after-tax contribution up to a maximum participant contribution of 10% of total compensation. MedStar’s matching contributions will be deposited into an employer funded trust and subject to a seven year vesting schedule.

The program was designed so that neither the assets in the insurance policies nor the assets in the employer funded trust are subject to the claims of creditors of MedStar.

How does this program differ from a 403(b) or 401(k) plan?

• Participationislimitedtoaselectgroupofeligibleassociates. • Plancontributionsaremadewithafter-taxcompensation. • Plancontributionsarenotlimitedbytaxqualifiedplangovernmentregulations;however, contributions are limited by the insurance company based on participant compensation. • Theplancombinesasupplementalsavingsopportunitywithlifeinsuranceprotection. • Youmaynotrolloveryouraccounttoa403(b),401(k),IRA,orothertaxqualifiedplan. • Distributionsmayoccurpenalty-freepriortoage59½,subjecttoplanlimitations. • Therearenominimumrequireddistributionsatage70½.

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Frequently Asked QuestionsWhat is the capital accumulation program?The plan is a voluntary after-tax capital accumulation program that is designed to provide supplemental retirement income and life insurance protection to eligible full-time associates of MedStar Health. The plan provides eligible associates with an opportunity to supplement the retirement savings available to them through the existing MedStar retirement plans.

What are the advantages of this program?This program is designed to enhance your total compensation program with MedStar by providing you with an additional retirement savings opportunity. Since the after-tax contributions are invested in an institutionally-priced variable universal life insurance policy (“VUL”), the earnings within the policy accrue on a tax deferred basis. If you enroll in the plan at the time of your initial eligibility, the VUL insurance policy will be issued on a guaranteed issue basis with no medical underwriting required, subject to age limitations (participants with a prior declination or substandard offer from the insurance company may not be eligible for guaranteed issue). Institutionally-priced VUL policiesaredesignedfortheemployer-sponsoredexecutive/professionalbenefitsmarket.Theseproductsarepricedbasedonwhite-collarexecutive/professionalmortalityrates,havesignificantlyreducedsurrendercharges,andareavailable with guaranteed issue underwriting, which does not require any medical underwriting. This type of life insurance product is not available to an individual outside of an employer sponsored plan.

In addition, MedStar will make an employer matching contribution equal to 50% of your annual after-tax contribution up to a maximum participant contribution of 10% of total compensation. MedStar’s matching contributions will be deposited into an employer funded trust and subject to a seven year vesting schedule.

The program was designed so that neither the assets in the insurance policies nor the assets in the employer funded trust are subject to the claims of creditors of MedStar.

How does this program differ from a 403(b) or 401(k) plan?

• Participationislimitedtoaselectgroupofeligibleassociates. • Plancontributionsaremadewithafter-taxcompensation. • Plancontributionsarenotlimitedbytaxqualifiedplangovernmentregulations;however, contributions are limited by the insurance company based on participant compensation. • Theplancombinesasupplementalsavingsopportunitywithlifeinsuranceprotection. • Youmaynotrolloveryouraccounttoa403(b),401(k),IRA,orothertaxqualifiedplan. • Distributionsmayoccurpenalty-freepriortoage59½,subjecttoplanlimitations. • Therearenominimumrequireddistributionsatage70½.

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What are the eligibility requirements for the Capital Accumulation Program?The plan is available to full time associates of MedStar with an FTE status of .75 or greater that meet minimum compensation requirements and are designated by MedStar as eligible for the plan. A minimum base salary of $150,000 and minimum total compensation of $175,000 is required to be eligible for the plan. Due to underwriting restrictions on the underlying life insurance policy, the maximum age to be eligible to enroll in the plan is 70 ½ as of the policy issue date. Eligibility will be determined as of June 30 and December 31 each year.

How do I participate in the Capital Accumulation Program?If you elect to participate upon being notified by MedStar of your initial eligibility, you must complete a Participation Agreement and a Guaranteed Issue Application Kit by September 15 (for those associates eligible as of June 30) or March 15 (for those associates eligible as of December 31).

If you choose to participate at that time, your policy will be issued on a guaranteed issue basis with no medical underwriting required (participants with a prior declination or substandard offer from the insurance company may not be eligible for guaranteed issue) and you will receive a variable universal life insurance policy with a policy effective date of October 1 (for those associates eligible as of June 30) or April 1 (for those associates eligible as of December 31).

You can obtain assistance with the completion of your enrollment forms by contacting the Nolan Financial Service Team by phone at (877) 339-2981 or by email at MedStar@nolanfinancial.com.

If I do not enroll during my initial eligibility period, can I enroll in the plan at a later date?If you choose to delay your enrollment until a later enrollment period, your VUL policy application will be subject to simplified underwriting with evidence of insurability required. Simplified underwriting requires the participant to answer several personal history questions regarding height, weight, prescriptions, medical history, driving record, avocations, etc. The insurance company may order medical records and other pertinent records. Simplified underwriting does not subject the participant to a medical exam. The insurance company may decline the application for those with negative medical history or those that are deemed uninsurable due to other factors.

How much can I contribute to the plan?The minimum amount that you can contribute to the plan on an after-tax basis is $5,000 per year.(subject to $100,000 minimum policy face value)

The maximum amount that you can contribute to the plan on an after-tax basis is based on you total compensation as follows:

If participant’s compensation is $1M+, an additional $20,000 per year may be contributed subject to simplified underwriting with evidence of insurability.

If you move up from one compensation tier to another, you may elect to increase your after-tax contributions up to the maximum contribution for the new compensation tier during the enrollment period immediately following the change in compensation tier.

You should enter into this transaction with the intent of making a level after-tax contribution for a minimum of seven years, so careful consideration should be given to the amount that is contributed to the plan. Once a contribution amount is elected, you may not change the contribution amount unless you move up to a new compensation tier.

How is the MedStar matching contribution determined?MedStar will make annual matching contributions equal to 50% of your after-tax contribution up to a maximum of 10% of your total compensation. For purposes of determining the maximum employer match to be contributed at the end of a policy year, your W-2 compensation for the calendar year in which a policy year begins will be used. MedStar matching contributions will be deposited on your behalf into an employer funded trust.

The example below illustrates how the maximum MedStar matching contribution is calculated:

• Participantinsurancepolicyeffectivedate:10/1/2014 • Participantafter-taxcontribution:$30,000 • Participant2014W-2compensation:$300,000 • MaximumMedStarmatchingcontribution:50%x10%x$300,000=$15,000 • If the participant’s 2012 W-2 compensation is $200,000, the maximum MedStar matching contribution equals 50% x 10% x $200,000 = $10,000

Are there any vesting requirements under the plan?Your voluntary after-tax contributions to the insurance policy are 100% vested at all times. You will always “own” your contributions and the only risk to those are the inherent investment risks based on your investment choice(s).

MedStar matching contributions to the employer funded trust are subject to 7-year cliff vesting on your balance in the trust account. After 7 years of participation, you have earned and are entitled to MedStar’s contributions to your account. After the initial 7-year vesting period and for each subsequent 7-year period, a new 7-year cliff vesting period will begin on new MedStar matching contributions to the employer funded trust.

Your balance in the employer funded trust will become 100% vested upon attainment of age 65 with 5 years of service with MedStar. MedStar matching contributions made after attaining age 65 with 5 years of service will go into the plan immediately 100% vested with the after-tax amount contributed to your insurance policy.

How will the employer matching contributions be invested prior to vesting?To minimize the impact of taxes, MedStar’s contributions to the employer funded trust will be invested in a conservative tax-efficient investment, such as an Exchange Traded Fund (“ETF”). Upon vesting, earnings in the trust will be taxed at the trust level prior to being distributed to the participant. By investing in tax-efficient ETFs, it is anticipated that most of the trust earnings will be taxed at capital gains tax rates.

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Total Compensation Maximum Contribution

$175,000 - $299,999 $30,000

$300,000 - $499,999 $40,000

$500,000 + $50,000

What are the eligibility requirements for the Capital Accumulation Program?The plan is available to full time associates of MedStar with an FTE status of .75 or greater that meet minimum compensation requirements and are designated by MedStar as eligible for the plan. A minimum base salary of $150,000 and minimum total compensation of $175,000 is required to be eligible for the plan. Due to underwriting restrictions on the underlying life insurance policy, the maximum age to be eligible to enroll in the plan is 70 ½ as of the policy issue date. Eligibility will be determined as of June 30 and December 31 each year.

How do I participate in the Capital Accumulation Program?If you elect to participate upon being notified by MedStar of your initial eligibility, you must complete a Participation Agreement and a Guaranteed Issue Application Kit by September 15 (for those associates eligible as of June 30) or March 15 (for those associates eligible as of December 31).

If you choose to participate at that time, your policy will be issued on a guaranteed issue basis with no medical underwriting required (participants with a prior declination or substandard offer from the insurance company may not be eligible for guaranteed issue) and you will receive a variable universal life insurance policy with a policy effective date of October 1 (for those associates eligible as of June 30) or April 1 (for those associates eligible as of December 31).

You can obtain assistance with the completion of your enrollment forms by contacting the Nolan Financial Service Team by phone at (877) 339-2981 or by email at MedStar@nolanfinancial.com.

If I do not enroll during my initial eligibility period, can I enroll in the plan at a later date?If you choose to delay your enrollment until a later enrollment period, your VUL policy application will be subject to simplified underwriting with evidence of insurability required. Simplified underwriting requires the participant to answer several personal history questions regarding height, weight, prescriptions, medical history, driving record, avocations, etc. The insurance company may order medical records and other pertinent records. Simplified underwriting does not subject the participant to a medical exam. The insurance company may decline the application for those with negative medical history or those that are deemed uninsurable due to other factors.

How much can I contribute to the plan?The minimum amount that you can contribute to the plan on an after-tax basis is $5,000 per year.(subject to $100,000 minimum policy face value)

The maximum amount that you can contribute to the plan on an after-tax basis is based on you total compensation as follows:

If participant’s compensation is $1M+, an additional $20,000 per year may be contributed subject to simplified underwriting with evidence of insurability.

If you move up from one compensation tier to another, you may elect to increase your after-tax contributions up to the maximum contribution for the new compensation tier during the enrollment period immediately following the change in compensation tier.

You should enter into this transaction with the intent of making a level after-tax contribution for a minimum of seven years, so careful consideration should be given to the amount that is contributed to the plan. Once a contribution amount is elected, you may not change the contribution amount unless you move up to a new compensation tier.

How is the MedStar matching contribution determined?MedStar will make annual matching contributions equal to 50% of your after-tax contribution up to a maximum of 10% of your total compensation. For purposes of determining the maximum employer match to be contributed at the end of a policy year, your W-2 compensation for the calendar year in which a policy year begins will be used. MedStar matching contributions will be deposited on your behalf into an employer funded trust.

The example below illustrates how the maximum MedStar matching contribution is calculated:

• Participantinsurancepolicyeffectivedate:10/1/2014 • Participantafter-taxcontribution:$30,000 • Participant2014W-2compensation:$300,000 • MaximumMedStarmatchingcontribution:50%x10%x$300,000=$15,000 • If the participant’s 2014 W-2 compensation is $200,000, the maximum MedStar matching contribution equals 50% x 10% x $200,000 = $10,000

Are there any vesting requirements under the plan?Your voluntary after-tax contributions to the insurance policy are 100% vested at all times. You will always “own” your contributions and the only risk to those are the inherent investment risks based on your investment choice(s).

MedStar matching contributions to the employer funded trust are subject to 7-year cliff vesting on your balance in the trust account. After 7 years of participation, you have earned and are entitled to MedStar’s contributions to your account. After the initial 7-year vesting period and for each subsequent 7-year period, a new 7-year cliff vesting period will begin on new MedStar matching contributions to the employer funded trust.

Your balance in the employer funded trust will become 100% vested upon attainment of age 60 with 5 years of service with MedStar. MedStar matching contributions made after attaining age 60 with 5 years of service will go into the plan immediately 100% vested with the after-tax amount contributed to your insurance policy.

How will the employer matching contributions be invested prior to vesting?To minimize the impact of taxes, MedStar’s contributions to the employer funded trust will be invested in a conservative tax-efficient investment, such as an Exchange Traded Fund (“ETF”). Upon vesting, earnings in the trust will be taxed at the trust level prior to being distributed to the participant. By investing in tax-efficient ETFs, it is anticipated that most of the trust earnings will be taxed at capital gains tax rates.

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Total Compensation Maximum Contribution

$175,000 - $299,999 $30,000

$300,000 - $499,999 $40,000

$500,000 + $50,000

What happens to my matching contributions once they are fully vested?Upon vesting, the employer funded trust will liquidate the assets held on your behalf and will pay taxes on the earnings. The resulting after-tax benefit will be contributed to your grantor trust and invested in your VUL insurance policy. The vested amount is included as taxable income and reported on form W-2 in the year in which the transfer occurs.

How is the insurance policy death benefit determined?The insurance policy death benefit is determined based on the minimum permissible death benefit allowed under Internal RevenueCode.Thisallowsformaximumcashvaluegrowthpotentialwhileretainingthetaxpreferredcharacteristicsofthe life insurance policy.

Does the plan require that I be subjected to medical underwriting?If you are under age 65 ½ and elect to participate in the plan during your initial eligibility period, your insurance policy is issued on a guaranteed issue basis, which does not require any medical underwriting (participants with a prior declination or substandard offer from the insurance company may not be eligible for guaranteed issue). Insurance policy face amount increases necessitated by an election to increase the level of your contributions as a result of a move from one compensation tier to the next will also be processed on a guaranteed issue basis. The only opportunity to increase contributions is during the first enrollment period immediately following the change in compensation tier.

The following are instances in which simplified underwriting will be required with evidence of insurability:

• Youareage65½-70½asofthepolicyissuedate • Yourcompensationis$1millionandaboveandyouelecttocontributeuptoanadditional $20,000 per year above the $50,000 plan maximum • Youelectnottoparticipateintheplanduringtheenrollmentperiodfollowingyourinitialeligibility, but wish to enroll in the plan during a future enrollment period

Simplified underwriting requires the participant to answer several personal history questions regarding height, weight, prescriptions, medical history, driving record, avocations, etc. The insurance company may order medical records and other pertinent records. Simplified underwriting does not subject the participant to a medical exam. The insurance company may decline the application for those with negative medical history or those that are deemed uninsurable due to other factors.

Am I required to contribute to the plan for the entire seven-year contribution period?After the second policy year, you may request in writing up to two premium holidays for a period of 3-12 months each, subject to approval of the plan administrator. Participant contributions that are skipped during a premium holiday are not eligible for MedStar matching contributions.

What happens at the end of my seven-year contribution period?After the seventh policy year, your contributions will continue at the same level for subsequent years without the need to make a new contribution election. You also have the option to discontinue your contributions at any time after the seventh policy year.

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What happens to my matching contributions once they are fully vested?Upon vesting, the employer funded trust will liquidate the assets held on your behalf and will pay taxes on the earnings. The resulting after-tax benefit will be contributed to your grantor trust and invested in your VUL insurance policy. The vested amount is included as taxable income and reported on form W-2 in the year in which the transfer occurs.

How is the insurance policy death benefit determined?The insurance policy death benefit is determined based on the minimum permissible death benefit allowed under Internal RevenueCode.Thisallowsformaximumcashvaluegrowthpotentialwhileretainingthetaxpreferredcharacteristicsofthe life insurance policy.

Does the plan require that I be subjected to medical underwriting?If you are under age 65 ½ and elect to participate in the plan during your initial eligibility period, your insurance policy is issued on a guaranteed issue basis, which does not require any medical underwriting (participants with a prior declination or substandard offer from the insurance company may not be eligible for guaranteed issue). Insurance policy face amount increases necessitated by an election to increase the level of your contributions as a result of a move from one compensation tier to the next will also be processed on a guaranteed issue basis. The only opportunity to increase contributions is during the first enrollment period immediately following the change in compensation tier.

The following are instances in which simplified underwriting will be required with evidence of insurability:

• Youareage65½-70½asofthepolicyissuedate • Yourcompensationis$1millionandaboveandyouelecttocontributeuptoanadditional $20,000 per year above the $50,000 plan maximum • Youelectnottoparticipateintheplanduringtheenrollmentperiodfollowingyourinitialeligibility, but wish to enroll in the plan during a future enrollment period

Simplified underwriting requires the participant to answer several personal history questions regarding height, weight, prescriptions, medical history, driving record, avocations, etc. The insurance company may order medical records and other pertinent records. Simplified underwriting does not subject the participant to a medical exam. The insurance company may decline the application for those with negative medical history or those that are deemed uninsurable due to other factors.

Am I required to contribute to the plan for the entire seven-year contribution period?After the second policy year, you may request in writing up to two premium holidays for a period of 3-12 months each, subject to approval of the plan administrator. Participant contributions that are skipped during a premium holiday are not eligible for MedStar matching contributions.

What happens at the end of my seven-year contribution period?After the seventh policy year, your contributions will continue at the same level for subsequent years without the need to make a new contribution election. You also have the option to discontinue your contributions at any time after the seventh policy year.

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Can I continue to make contributions to the plan during a leave of absence from MedStar?Yes, during a leave of absence you may make direct premium payments to the insurance company to be deposited into your policy. These contributions will not occur via payroll deduction and will not be eligible for MedStar matching contributions.

What are my distribution options at retirement?Upon the later of seven years or termination of employment, you may choose from among several options with respect to your VUL policy.

You may access the policy cash values via tax-free withdrawals up to policy cost basis and policy loans thereafter in order to supplement your retirement income. The policy will also provide a residual death benefit in the event of your death while the policy is in-force. Since it is a variable policy subject to the fluctuations of the markets, you must carefully manage the policy and not allow it to lapse, otherwise all earnings in the policy become taxable to you as ordinary income.

You may elect to convert the policy cash value to an immediate annuity. The annuity may provide you with income for life or for a specified period of time. A portion of each annuity payment will be subject to taxation as ordinary income.

You may maintain the policy for the death benefit protection. Depending on the cash value in the policy, additional premiums may be necessary to keep the policy in-force for the rest of your life. Alternatively, you may reduce the policy death benefit to a level that may be sustained by the policy cash value.

Finally, you may surrender the policy and pay taxes on the accrued earnings as ordinary income.

You may not access the policy cash value during the first 7 policy years even if you terminate employment with MedStar.

Your personal financial advisor or representatives from Nolan Financial and Cornerstone Financial are available to provide guidance regarding distribution option decisions.

What if I die or become totally disabled prior to becoming fully vested in my employer matching contributions account?The unvested balance in your MedStar matching contributions account will become fully vested and distributed as a lump sum to you (in event of total and permanent disability) or your beneficiary (in event of death).

What are the fees/loads associated with this insurance product?Life insurance premiums and cash values are subject to premium taxes, premium loads, and insurance charges. These charges are described in detail in the insurance product prospectus. Values reflected in insurance illustrations are net of these charges.

MedStar is paying the administration fees with respect to the plan.

Why would I not want to participate in this program?You would not want to participate in this program if:

1. You cannot commit to level after-tax contributions for a minimum of seven years. Failure to contribute to the plan for a minimum of seven years places the insurance policy at a greater risk of lapsing prematurely due to insufficient cash value.

2. Due to the seven year commitment, this plan may not be the best capital accumulation option if you are over 60 years of age. Although the MedStar matching contributions may help to offset some of the insurance charges, you may wish to consider other accumulation vehicles since the accumulation of cash surrender value in life insurance policies generally takes time.

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Can I continue to make contributions to the plan during a leave of absence from MedStar?Yes, during a leave of absence you may make direct premium payments to the insurance company to be deposited into your policy. These contributions will not occur via payroll deduction and will not be eligible for MedStar matching contributions.

What are my distribution options at retirement?Upon the later of seven years or termination of employment, you may choose from among several options with respect to your VUL policy.

You may access the policy cash values via tax-free withdrawals up to policy cost basis and policy loans thereafter in order to supplement your retirement income. The policy will also provide a residual death benefit in the event of your death while the policy is in-force. Since it is a variable policy subject to the fluctuations of the markets, you must carefully manage the policy and not allow it to lapse, otherwise all earnings in the policy become taxable to you as ordinary income.

You may elect to convert the policy cash value to an immediate annuity. The annuity may provide you with income for life or for a specified period of time. A portion of each annuity payment will be subject to taxation as ordinary income.

You may maintain the policy for the death benefit protection. Depending on the cash value in the policy, additional premiums may be necessary to keep the policy in-force for the rest of your life. Alternatively, you may reduce the policy death benefit to a level that may be sustained by the policy cash value.

Finally, you may surrender the policy and pay taxes on the accrued earnings as ordinary income.

You may not access the policy cash value during the first 7 policy years even if you terminate employment with MedStar.

Your personal financial advisor or representatives from Nolan Financial and Cornerstone Financial are available to provide guidance regarding distribution option decisions.

What if I die or become totally disabled prior to becoming fully vested in my employer matching contributions account?The unvested balance in your MedStar matching contributions account will become fully vested and distributed as a lump sum to you (in event of total and permanent disability) or your beneficiary (in event of death).

What are the fees/loads associated with this insurance product?Life insurance premiums and cash values are subject to premium taxes, premium loads, and insurance charges. These charges are described in detail in the insurance product prospectus. Values reflected in insurance illustrations are net of these charges.

MedStar is paying the administration fees with respect to the plan.

Why would I not want to participate in this program?You would not want to participate in this program if:

1. You cannot commit to level after-tax contributions for a minimum of seven years. Failure to contribute to the plan for a minimum of seven years places the insurance policy at a greater risk of lapsing prematurely due to insufficient cash value.

2. Due to the seven year commitment, this plan may not be the best capital accumulation option if you are over 60 years of age. Although the MedStar matching contributions may help to offset some of the insurance charges, you may wish to consider other accumulation vehicles since the accumulation of cash surrender value in life insurance policies generally takes time.

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ContactsNolan Financial and Cornerstone Financial have been selected by MedStar to enroll and administer the Capital Accumulation Program.

Please contact Nolan Financial with any plan related questions via telephone at (877) 339-2981 or via email to MedStar@nolanfinancial.com.

For investment related questions, please contact Cornerstone Financial at (410) 468-1685.

Investing in Your Future

Capital Accumulation Program

02 / 2014