Important : A new Individual Custodial Agreement for 403(b) Plan Accounts at Fidelity Investments

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1 Important : A new Individual Custodial Agreement for 403(b) Plan Accounts at Fidelity Investments

2 Dear Fidelity Participant: Enclosed please find the new Individual Custodial Agreement (ICA) for your 403(b) account(s) with Fidelity Investments. This ICA is a legal document that outlines the terms and conditions of your custodial arrangement with Fidelity Investments. This ICA supersedes any previous ICAs you may have received and is effective April 1, Please review this document and retain it in your files. Fidelity regularly updates the ICA. If you prefer to receive future updates of this agreement, your quarterly statements, prospectuses or annual reports in electronic form in place of hardcopy mail: Log in to your account on NetBenefits SM at Select a specific retirement account Select Mail Preferences from the My Profile section of the navigation bar on the left of the screen Select Update for each item that you wish to receive electronically Respond to the prompt to indicate your consent and enter your address (if not already on file) Should you have any questions, please contact a Fidelity Retirement Services Specialist at , Monday Friday, 8:00 A.M. to midnight ET.

3 Table of Contents Article 1. Definitions Account Account Application Agreement Authorized Agent Beneficiary Catch-Up Contributions Code Company Custodian Disabled Eligible Employee Eligible Retirement Plan Eligible Rollover Distribution Employee After-Tax Contribution Employee Nonelective Contribution Employer Employer Discretionary Contribution Employer Matching Contribution Employer Nondiscretionary Contributions ERISA ERISA Plan Fund(s) Fund Allocation IRS Participant Plan Plan Administrator Rollover Contribution Salary Reduction Agreement Salary Reduction Contribution 5 Article 2. Participation Article 3. Contributions Contributions 6 (a) Salary Reduction Contributions 6 (b) Employee Nonelective Contributions 6 (c) Employee After-Tax Contributions 6 (d) Employer Matching Contributions 6 (e) Employer Discretionary Contributions 6 (f) Employer Nondiscretionary Contributions 6 (g) Rollover Contributions Limitations on Contributions 7 (a) General Limitations on Contributions 7 (b) Additional Limitations on Salary Reduction Contributions 7 (c) Employer Matching Contributions and Employee After-Tax Contributions Contribution Excesses 8 (a) Excess Contributions 8 (b) Excess Deferrals 8 (c) Excess Aggregate Contributions Method of Contribution 9

4 Article 4. Investments Participant Defined for Purposes of this Article Direction by Participant 9 (a) Allocation of Contributions 9 (b) Exchanges Among Funds 9 (c) Incomplete or Unclear Investment Instructions 10 (d) Select Funds Errors by the Custodian or its Agent Earnings in the Account Effect of Direction Fund Registration Participant Statements Fund Changes 11 Article 5. Rollovers and Transfers of Assets Rollovers To and From the Account 12 (a) Rollovers To the Account 12 (b) Rollovers From the Account 12 (c) Distributions of Rollover Contributions from the Account Transfers of Assets To and From the Account Transfers to Purchase Permissive Service Credit Effect of Rollovers or Transfers 13 (a) Investment of Rollover Contributions and Transfers of Assets 13 (b) Restrictions Relating to Rollover Contributions and Transfers of Assets 14 (c) Participant s Responsibilities 14 Article 6. Designation of Beneficiary Manner of Designation Effect of Designation Death of Participant Without a Designated Beneficiary Death of Beneficiary Prior to Receipt of Entire Interest in the Account Married Participants ERISA Plans Spousal Consent 16 Article 7. Distributions Before Death Generally Events Permitting Distribution Forms of Distributions Joint and Survivor Annuity 17 (a) Generally 17 (b) Joint and Survivor Annuity Defined 18 (c) Notice and Explanation of Joint and Survivor Annuity to Participant 18 (d) Waiver of Joint and Survivor Annuity 18 (e) Missing Spouse 19 (f) Limitation on Custodian s Responsibilities Distributions of Small Account Balances Minimum Required Distributions 20 (a) Minimum Required Distributions, Generally 20 (b) Annuity Contracts 20 (c) Other 403(b) Arrangements Vesting 20

5 Article 8. Distributions After Death General Rules Failure to Elect Form of Distribution 21 (a) Non-Spouse Beneficiary 21 (b) Spouse Beneficiary Death of Beneficiary After Distributions to Beneficiary Have Begun Limitation on Custodian s Obligation and Liability 21 Article 9. Miscellaneous Provisions Applicable to Distributions Responsibilities of Custodian Tax Withholding Qualified Domestic Relations Orders Nonassignment Minors and Persons With Legal Disabilities Loans Whereabouts of Participant or Beneficiary 24 Article 10. Rights and Duties of Custodian Custodian as Agent Prospectuses, Proxies and Voting of Fund Shares 25 (a) Prospectuses and Proxies 25 (b) When the Custodian Can Vote Fund Shares Tax Reports Instructions, Directions, Notices and Communications 26 (a) Provision of Instructions, Directions, Notices and Communications 26 (b) Custodian s Reliance on Instructions, Directions, (c) Notices and Communications 26 Custodian s Reliance on Electronic Instructions, Directions, Signatures, Contracts and Records Limitations on Custodian s Liability and Indemnification Expenses Judicial Settlement of Accounts Implementation Forfeiture Account 28 Article 11. Employer s Plan Shall Control Article 12. Resignation or Removal of Custodian Article 13. Amendment and Termination Power of Company to Amend Limitation on Amendment Termination 31 Article 14. Miscellaneous Effect of Other 403(b) Arrangements Legal Requirements Relating to Plan Electronic Services Severability Force Majeure Governing Law Effective Date 33

6 FIDELITY INVESTMENTS SECTION 403(b)(7) INDIVIDUAL CUSTODIAL ACCOUNT AGREEMENT This Fidelity Investments Section 403(b)(7) Individual Custodial Account Agreement (the Agreement ) is intended for use by employers and eligible persons who wish to establish custodial accounts pursuant to an arrangement under Code Section 403(b)(7). Employers may make contributions to such accounts in accordance with Code Section 403(b)(7) and allow such Eligible Employees to direct that such contributions are to be invested in shares of eligible Funds, upon the terms and conditions set forth in the Agreement and in accordance with the Code, and, if applicable, ERISA. This Agreement has been amended and restated in its entirety in accordance with Article 13 and is generally effective with respect to both existing Accounts and new Accounts as of April 1, 2004, except as otherwise provided herein. Article 1. Definitions. As used in the Agreement, the following terms have the meaning set forth below, unless a different meaning is clearly required by the context: 1.1 Account The custodial account established hereunder for the benefit of the Participant for the purpose of receiving contributions and any income, expenses, gains, or losses incurred thereon. Upon proper notice to the Custodian of the Participant s death, the Account shall be maintained by the Custodian for the benefit of the Participant s Beneficiary or Beneficiaries pursuant to the terms hereof. On and after January 1, 2002, unless disallowed by the terms of a written Plan, if any, or any applicable laws, any Account maintained for the benefit of a Participant s Beneficiary may, upon proper notice to the Custodian of such Beneficiary s death, be maintained for the benefit of such Beneficiary s Beneficiary pursuant to the terms hereof. In addition, to the extent required by a qualified domestic relations order as defined in Code Section 414(p), and, if applicable, ERISA Section 206(d), and as directed by the Plan Administrator in writing, all or a part of the Account shall be maintained by the Custodian for the benefit of the alternate payee(s) covered by the order. 1.2 Account Application The Fidelity Investments Section 403(b)(7) Individual Custodial Account Application (or similar form), as amended from time to time, executed by the Participant in a format acceptable to, and filed, with the Custodian to establish the Account in accordance with the terms and conditions of this Agreement. The Account Application is incorporated herein by reference as part of this Agreement. 1.3 Agreement The Fidelity Investments Section 403(b)(7) Individual Custodial Account Agreement, as amended from time to time, as set forth herein, including the information and provisions of the Account Application. The Agreement, including the Account Application, may be proved either by an original copy or a reproduced copy thereof, including, without limitation, a copy reproduced by photocopying, facsimile transmission, electronic transmission or electronic imaging. 1

7 1.4 Authorized Agent The person authorized by the Participant to exchange Funds in the Participant s Account, and perform other functions. as specified in a form and manner acceptable to the Custodian. 1.5 Beneficiary The person, persons or entity (including a trust or estate, in which case the term may mean the trustee or personal representative acting in their fiduciary capacity) designated by the Participant (or, effective on and after January 1, 2002, following the death of the Participant, designated as such by the Participant s Beneficiary unless disallowed by the terms of a written Plan, if any, or any applicable laws) in a format acceptable to, and filed with, the Custodian to receive the proceeds of the Account upon the Participant s or Beneficiary s death, as the case may be, pursuant to Articles 6 and 8. Notwithstanding anything to the contrary herein, the Custodian shall have no responsibility for determining the legal sufficiency, adequacy or appropriateness of the naming of a successor Beneficiary by the Beneficiary of a deceased Participant, or the tax effects of the ownership of the Account by such successor Beneficiary upon the death of the original Beneficiary of the deceased Participant. In addition, all distributions to any such successor Beneficiary shall be subject to the terms of Article 8. A designation of Beneficiary filed with the Custodian may be proved either by an original copy or a reproduced copy thereof, including, without limitation, a copy reproduced by photocopying, facsimile transmission, electronic transmission or electronic imaging. To the extent consistent with a qualified domestic relations order as defined in Code Section 414(p), and, if applicable, ERISA Section 206(d), the term Beneficiary shall also include the alternate payee(s) named in such order. 1.6 Catch-Up Contributions Effective for calendar years beginning after December 31, 2001 (or such later date as specified in the Plan), all Participants who are eligible to make Salary Reduction Contributions under the Plan and who would attain age 50 by the end of the taxable year (assuming survival and continued employment until the end of such year) shall be eligible to make Catch-Up Contributions in accordance with, and subject to the limitations of, Code Section 414(v) and regulations promulgated thereunder as in effect from time to time. Such Catch-Up Contributions shall not be taken into account for purposes of the provisions of the Plan or this Agreement implementing the limitations of Sections 402(g) and 415 of the Code. Notwithstanding the foregoing, in the case of a written Plan, if the Plan explicitly prohibits or does not provide for the ability to make Catch-Up Contributions pursuant to Code Section 414(v), Catch-Up Contributions shall not be available under this Agreement. 1.7 Code The Internal Revenue Code of 1986, as amended. 1.8 Company FMR Corp., a Delaware corporation, its agents, or any successor or affiliate thereof to which FMR Corp. may, from time to time, delegate or assign any or all of its rights or responsibilities under this Agreement. 2

8 1.9 Custodian Fidelity Management Trust Company of Boston, Massachusetts, its agents, or any successor or affiliate thereof to which Fidelity Management Trust Company may, from time to time, delegate or assign any or all of its rights or responsibilities under this Agreement. The Custodian or its nominee shall be the shareowner of record of each share of all Funds held in each Account Disabled A Participant is Disabled if such Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or to be of long-continued or indefinite duration, as described in Code Section 72(m)(7) or its successor Eligible Employee Any individual who is an employee of either (i) an organization described in Code Section 501(c)(3) which is exempt from tax under Code Section 501(a), or (ii) a State or political subdivision or instrumentality of either, who performs services for an educational institution (as defined in Code Section 170(b)(1)(A)(ii)), or a self-employed minister covered under a church plan (as defined in Code Section 414(e)(5)(A)), and who meets the eligibility requirements for participation under the Plan Eligible Retirement Plan Any eligible retirement plan as described in Code Section 402(c)(8)(B), as in effect from time to time Eligible Rollover Distribution Any distribution qualifying as an eligible rollover distribution under Code Section 403(b)(8), including any distribution of all or any portion of the balance to the credit of a Participant s Account balance, except: (a) One of a series of substantially equal periodic payments (not less frequently than annually) made: (i) for the life (or life expectancy) of the Participant, or the joint lives (or the joint life expectancies) of the Participant and the Participant s designated Beneficiary, or (ii) for a specified period of ten (10) or more years; (b) Minimum Required Distributions as described in Article 7.6; (c) Distributions of Employee After-Tax Contributions (unless rolled over directly to (i) another Code Section 403(b) tax-sheltered annuity or custodial account that provides separate accounting for after-tax employee contributions and earnings thereon, or (ii) a traditional IRA, effective as of January 1, 2002); (d) Corrective distributions of contribution excesses as described in Article 3.3 plus the income attributed to such corrective distributions; (e) Loans treated as deemed distributions under Code Section 72(p); (f) Death distributions to a Beneficiary who is not the spouse of the Participant; 3

9 (g) (h) (i) (j) Distributions pursuant to a qualified domestic relations order as defined in Code Section 414(p) to an alternate payee who is neither the spouse nor the former spouse of the Participant; Payments made to a registered investment advisor, as authorized by the Participant in a form and manner acceptable to the Custodian; Any distribution made upon hardship of the Eligible Employee; and Any other distributions as described in Code Section 402(c)(4) and the regulations thereunder Employee After-Tax Contribution A Participant s contribution to the Account which the Participant makes on an after-tax basis Employee Nonelective Contribution A Participant s contribution to the Account which the Participant makes subject to a one-time irrevocable election at the time of initial eligibility to participate in the Plan which is made pursuant to a similar arrangement involving a one-time irrevocable election as specified in Code Section 403(b)(12)(A). An Employee Nonelective Contribution also includes a Participant s contribution to the Account which the Participant makes as a condition of employment with the Employer Employer An employer organization which is eligible to contribute to the Account on behalf of a Participant and have such contributions excluded from the Participant s federal gross income pursuant to Code Section 403(b) Employer Discretionary Contribution An Employer s contribution to a Participant s Account, other than an Employer Matching Contribution, which is made for the benefit of a Participant at the discretion of the Employer Employer Matching Contribution An Employer s contribution to a Participant s Account, other than an Employer Discretionary Contribution, which is made for the benefit of a Participant on account of Salary Reduction Contributions or Employee After-Tax Contributions Employer Nondiscretionary Contributions An Employer s contribution to a Participant s Account, other than an Employer Discretionary Contribution or Employer Matching Contribution, which the Employer designates as an Employer Nondiscretionary Contribution and is made for the benefit of a Participant ERISA The Employee Retirement Income Security Act of 1974, as amended ERISA Plan An employee pension benefit plan as defined by Section 3(2) of ERISA which is established or maintained within the meaning of Department of Labor Regulations Section (f) by the Employer, and which is subject to Title I of ERISA. 4

10 1.22 Fund(s) The regulated investment companies (as described in Code Section 851) whose shares are authorized (under the terms of the prospectus of the investment company, and subject to any limitations of the Plan) for purchase under this Agreement. The Custodian and the Employer may each limit the Funds which are available for purchase under this Agreement. The Custodian shall have and exercise no discretion, authority, or responsibility for the selection of Funds under this Agreement Fund Allocation The Participant s instructions or directions to the Custodian regarding the investment of future contributions. Such directions may be provided electronically or in writing, in a method prescribed by and acceptable to the Custodian IRS The Internal Revenue Service Participant The person named in the Account Application who satisfies the requirements of an Eligible Employee or a former Eligible Employee. For purposes of Article 4 (all sections), Article 5 (all sections), Article 9.1, Article 10 (all sections), Article 12 and Article 13 (all sections), the term Participant shall mean the person, persons or entity for whom the Account is maintained by the Custodian, as more fully described in Article Plan The Employer s Code Section 403(b) program or arrangement, as amended from time to time, for which the Account serves as a funding vehicle Plan Administrator The Plan Administrator is the entity, individual(s) or committee designated under the terms of the Plan as the Plan Administrator, or if no such designation is made, or if there is no Plan, the Employer. If the Participant s Account is part of a program described in Department of Labor Regulations Section (f) and accordingly not subject to ERISA, then the Participant shall be considered the Plan Administrator Rollover Contribution The rollover of all or any portion of an Eligible Rollover Distribution from an Eligible Retirement Plan to the Account pursuant to the rollover provisions of the Code and subject to the provisions of the Employer s Plan, if any Salary Reduction Agreement An agreement between the Participant and the Employer, under which the Participant s salary or wages for services is reduced and the amount of such reduction is contributed by the Employer to the Account Salary Reduction Contribution A Participant s contribution to the Account which the Employer makes on behalf of the Participant in accordance with a Salary Reduction Agreement. 5

11 Article 2. Participation An Eligible Employee may adopt this Agreement by completing the Account Application and delivering it to the Custodian. The Account becomes effective upon the Custodian s acceptance and approval of the Account Application, as evidenced by the Custodian s notice to the Participant. The Employer is deemed to have agreed to the terms of this Agreement and established the Account upon payment of an initial contribution in cash, as specified in Article 3. Article 3. Contributions 3.1 Contributions Subject to the limitations and conditions of Articles 3.2, 3.3, and 3.4, the following contributions may be made to the Account: (a) (b) (c) (d) (e) (f) Salary Reduction Contributions The Employer may make Salary Reduction Contributions (including Catch-Up Contributions after December 31, 2001) to the Account on a Participant s behalf in accordance with a Salary Reduction Agreement between the Employer and the Participant. Employee Nonelective Contributions The Employer may forward for deposit Employee Nonelective Contributions to the Account on a Participant s behalf. Employee After-Tax Contributions The Employer may forward for deposit Employee After-Tax Contributions to the Account on a Participant s behalf. Employer Matching Contributions The Employer may make Employer Matching Contributions to the Account on a Participant s behalf on account of a Participant s Salary Reduction Contributions (which, after December 31, 2001, may, to the extent provided in the Plan, include Catch-Up Contributions) or Employee After-Tax Contributions. Employer Discretionary Contributions The Employer may make Employer Discretionary Contributions to the Account on a Participant s behalf. Employer Nondiscretionary Contributions The Employer may make Employer Nondiscretionary Contributions to the Account on a Participant s behalf. (g) Rollover Contributions A Participant or a Beneficiary who is the surviving spouse of a deceased Participant may make a Rollover Contribution to the Account at any time, subject to the applicable provisions of the Code and in accordance with the provisions of the Plan, if any. The Custodian shall separately account for Rollover Contributions of pretax and after-tax amounts to the extent so identified by the Participant. The Custodian shall have no responsibility for the tax treatment to the Participant or Beneficiary associated with any such Rollover Contribution. 6

12 3.2 Limitations on Contributions (a) General Limitations on Contributions (b) The Employer may not make a contribution to the Participant s Account in any taxable year in any amount which is an Excess Contribution as defined in Section 4973(c) of the Code (an Excess Contribution ). Effective for years beginning after December 31, 2001, contributions by the Employer to the Participant s Account (including Salary Reduction Contributions) and to other defined contribution plans on behalf of the Participant shall not exceed the limitations on annual additions under Code Section 415(c) and the Treasury regulations thereunder, subject to Code Section 415(k)(4). Such limitation on annual additions is generally calculated as the lesser of: (i) 100% of the Participant s compensation for the year; or (ii) $40,000 (as adjusted pursuant to Code Section 415(d)), except as may be increased due to any election made by the Participant under Code Section 415(c)(7). Contributions to the Participant s Account hereunder shall be subject to all applicable limitations set forth in the Code and applicable Treasury regulations. Neither the Custodian nor the Company shall be under any obligation to ensure that any contributions are in compliance with such general limitations, unless such obligation is explicitly undertaken by separate written agreement between the Custodian and the Employer or the Participant. Additional Limitations on Salary Reduction Contributions Salary Reduction Contributions made to the Account on and after January 1, 2002 may not exceed the applicable dollar amount under Code Section 402(g)(1) and the regulations thereunder, as increased periodically pursuant to Code Section 402(g)(4) on account of changes in the cost of living ( indexed limit ) reduced by the total amount contributed in any calendar year at the election of the Participant through a salary reduction agreement to any of the following: (i) any qualified cash or deferred arrangement under Code Section 401(k); (ii) any other Code Section 403(b)(1) annuity contract or Code Section 403(b)(7) custodial account; (iii) any simplified employee pension described in Code Section 408(k)(6); and (iv) any SIMPLE IRA under Code Section 408(p)(2)(A)(i). 7

13 However, for any calendar year after which the Participant has completed at least 15 years of service with an educational organization, hospital, home health service agency, health and welfare service agency, church or convention or association of churches (including organizations described in Code Section 414(e)(3)(B)(ii)) as described in Code Section 402(g)(7)(B), the indexed limit may be increased in accordance with Code Section 402(g)(7) and any applicable Treasury regulations. Neither the Custodian nor the Company shall be under any obligation to ensure that any contributions are in compliance with such additional limitations on Salary Reduction Contributions, unless such obligation is explicitly undertaken by separate written agreement between the Custodian and the Employer or Participant. (c) Employer Matching Contributions and Employee After-Tax Contributions Employer Matching Contributions and Employee After-Tax Contributions may be subject to the nondiscrimination tests of Code Section 401(m). Neither the Custodian nor the Company shall be obligated to ensure that any such Employer Matching Contributions or Employee After-Tax Contributions are in compliance with Code Section 401(m), unless such obligation is explicitly undertaken by separate written agreement between the Custodian and the Employer or Participant. 3.3 Contribution Excesses (a) Excess Contributions (b) If a Participant has an Excess Contribution as described in Code Section 4973(c) and Article 3.2(a), such Excess Contributions may be corrected only by using methods prescribed by Code Sections 415 and 4973(c) and the regulations promulgated thereunder, or pursuant to other guidance provided by the IRS (or, if the Plan is an ERISA Plan, the Department of Labor). If a Participant has an Excess Contribution, the Custodian shall follow written directions from the Plan Administrator regarding the treatment of the Excess Contribution. The Custodian shall have no responsibility to ascertain any direction s compliance with any applicable law or the direction s effect for tax purposes or otherwise. Excess Deferrals A Participant shall have an Excess Deferral if such Participant has made Salary Reduction Contributions to the Account in excess of the limits described in Code Section 402(g) and Article 3.2(b). In the event that the Participant or the Employer determines that the Participant has an Excess Deferral, the Participant or the Employer must notify the Custodian in writing of the Excess Deferral no later than March 1 of the following calendar year. If the Custodian receives timely written notification, the Custodian shall make reasonable efforts to distribute the Excess Deferral and its net income, if any, to the Participant no later than April 15 of such following calendar year. The responsibility and liability of the Custodian in connection with the Excess Deferral shall be strictly limited in accordance with the terms of the preceding sentence. Notwithstanding anything herein to the contrary, the Plan Administrator may direct the Custodian in writing to recharacterize Salary Reduction Contributions as Catch-Up Contributions if, and to the extent, permitted by the IRS in regulations or other guidance. 8

14 (c) Excess Aggregate Contributions If Employer Matching Contributions or Employee After-Tax Contributions made to the Account do not satisfy the nondiscrimination tests of Code Section 401(m), the Plan Administrator may direct the Custodian in writing to distribute those amounts necessary to satisfy such nondiscrimination tests in accordance with applicable law. 3.4 Method of Contribution All contributions to the Account must be remitted by the Employer in the manner prescribed by the Custodian. The initial contribution to the Account may not be made until the Custodian has received an Account Application in good order which specifies the Fund or Funds in which contributions are to be invested. Contribution remittances must be accompanied by at least the following information: (a) Employer s name; (b) Participant s name; (c) Participant s social security number; and (d) Participant s contribution amount and type. Appropriate contribution types are those as described in Article 3.1. The Custodian shall have no duty to question the direction of the Employer regarding the type of contribution or determine whether such type is appropriate. The Custodian is not responsible for the consequences of contribution types designated by the Employer, or for redesignations of contribution types by the Plan Administrator. Article 4. Investments 4.1 Participant Defined for Purposes of this Article 4 The term Participant, for purposes of this Article 4, means the Participant (as defined in Article 1.25) or the Participant s Authorized Agent. 4.2 Direction by Participant (a) Allocation of Contributions (b) The Participant must designate a Fund Allocation to the Custodian. The Participant s designation of a Fund Allocation must be given to the Custodian in the method prescribed by the Custodian. The Employer may specify Fund Allocations on behalf of Participants, and the Employer shall fully indemnify and hold the Custodian harmless for adhering to such directions. All contributions to the Account shall be invested in the Funds in accordance with the Participant s or Employer s Fund Allocation. Exchanges Among Funds The Participant may instruct the Custodian to exchange all or any part of the Fund shares held in such Participant s Account for shares of another Fund. 9

15 (c) (d) Incomplete or Unclear Investment Instructions If, in the Custodian s sole opinion, the instructions as to investment selection or Fund Allocation for a Participant are incomplete or unclear, or specify an unauthorized Fund(s), the Participant hereby directs the Custodian to invest all or part of a contribution or other amount in the default investment selection of Fidelity Money Market Trust Retirement Government Money Market Portfolio (or, if not available, in Fidelity Money Market Trust Retirement Money Market Portfolio, or if not available, in Fidelity U.S. Government Reserves, or if not available, in Fidelity Cash Reserves) pending receipt of proper instructions from the Participant without liability to anyone for any loss resulting from the delay in implementing such instructions or Fund Allocation. However, the Participant agrees and acknowledges that any default investment selection identified above may be substituted with a different default investment selection chosen by the Employer (as agreed to in writing by the Custodian) and that the Custodian shall be held harmless for default amounts so invested. Select Funds Each day that the Fidelity Select Funds are open for business as set forth in each Fund s then current prospectus ( Business Day ), the Participant directs the Custodian to submit for processing instructions for purchases and redemptions, but not exchanges, of shares of the Fidelity Select Funds only once each Business Day immediately prior to the last time at which a Fidelity Select Fund s net asset value is calculated on that Business Day. A Fidelity Select Fund is a Fund available for purchase under this Agreement that is managed by an affiliate of the Company and designated as a Select Portfolio in its prospectus. 4.3 Errors by the Custodian or its Agent In the event that the Custodian has a transactional error relating to a Participant s investment instructions or Fund Allocation (collectively investment instructions ), the Participant must notify the Custodian in writing of the incorrect execution of the Participant s investment instructions. Such notification must occur within six (6) months of the transaction s occurrence. Upon the expiration of the six (6) month period, the Custodian shall have no liability whatsoever to anyone with respect to the propriety of its acts or for any loss resulting from any such misallocated investments in the Participant s Account. 4.4 Earnings in the Account All income, dividends, capital gains and other distributions received with respect to Fund shares shall be reinvested in additional shares of such Fund, which shall be credited to the Account. 10

16 4.5 Effect of Direction The Custodian may conclusively rely upon and shall be protected in acting upon any written order or telephone instructions from the Participant or any other notice, request, consent, certificate or other instrument or paper (collectively a direction ) believed by the Custodian to be genuine and to have been properly executed, and, so long as the Custodian acts in good faith, in taking or omitting to take any action. The Custodian has no duty to question any instructions or directions of the Participant regarding the investment of the assets in the Account or any Fund Allocation or to advise the Participant regarding the purchase, retention or sale of such investments, nor shall the Custodian or the Company be liable for any loss that results from the exercise of control (whether by his or her action or inaction) over the Account by the Participant. For purposes of this Article 4.5, such direction by the Participant may also be made electronically in accordance with procedures prescribed by the Custodian; provided, however, that the Custodian shall be fully protected in relying on such direction as if it were a direction made in writing by the Participant. 4.6 Fund Registration All Fund shares acquired by the Custodian under the Account shall be registered in the name of the Custodian or its nominee as shareowner of record. The Participant shall be the beneficial owner of each share of all Funds held in the Account. 4.7 Participant Statements The Custodian shall keep accurate and detailed accounts of receipts, investments and disbursements and other transactions hereunder, and shall report these amounts (or make such amounts available electronically) to the Participant either in writing or electronically not less frequently than quarterly. In the event that the Custodian is required to do so pursuant to applicable law or regulation, the Participant agrees that the Custodian may share information about the Account with government agencies or other appropriate entities. The Participant also agrees that the Custodian may share such information about the Account with the Employer as the Employer may so request in writing. 4.8 Fund Changes The Employer may add and/or delete one or more Funds available for investment under this Agreement from time to time as the Employer deems advisable. If the Employer deletes one or more existing Funds available for investment under this Agreement (a deleted Fund ), the Participant hereby authorizes the Employer to specify to the Custodian in writing whether the deleted Fund shall no longer be available for future contributions, prior contributions, or both. To the extent a deleted Fund shall no longer be available for prior contributions, the Participant authorizes the Employer to direct the Custodian as to the Fund(s) into which assets in the deleted Fund must be exchanged in the absence of receipt of Participant direction as to the same, on or before a date acceptable to the Custodian. The Participant agrees to hold the Custodian harmless for adhering to such directions from the Employer. An Employer s authority to add or delete one or more Funds shall not be used to cause a termination of this Agreement. 11

17 Article 5. Rollovers and Transfers of Assets 5.1 Rollovers To and From the Account (a) Rollovers To the Account (b) (c) The Participant or a Beneficiary who is the surviving spouse of a deceased Participant may make a Rollover Contribution to the Account at any time, subject to the applicable provisions of the Code and in accordance with the terms of the Plan, if any, and subject to Article 3.1(g). Rollovers of Employee After-Tax Contributions shall be accounted for separately under the Account to the extent so identified by the Participant. Rollovers From the Account The Participant or a Beneficiary who is the surviving spouse of a deceased Participant may elect, subject to the applicable provisions of the Code and in accordance with the terms of the Plan, if any, to roll over any portion of an Eligible Rollover Distribution directly to an Eligible Retirement Plan which accepts rollovers from plans described in Code Section 403(b). Effective for distributions made after December 31, 2001, subject to the applicable provisions of the Code and in accordance with the provisions of the Plan, if any, a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of Employee After-Tax Contributions which are not includible in income. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code or, if applicable, ERISA Section 206(d). Distributions of Rollover Contributions from the Account Unless otherwise prohibited by the terms of the Plan, if any, and subject to the applicable provisions of the Code and the regulations thereunder, the Participant or Beneficiary may request a distribution of all or any part of amounts contributed to the Account as Rollover Contributions (and the accumulated earnings thereon) at any time. 12

18 5.2 Transfers of Assets To and From the Account Pursuant, and subject, to the terms of IRS Revenue Ruling and any other applicable IRS rulings and regulations, the Participant (or, to the extent provided in the Plan, if any, the Employer) may instruct the Custodian to transfer assets to the Account, provided that such transfer does not violate the terms of the Plan, if any; in addition, the Participant may make or cause to be made a transfer of assets from the Account to a custodian of another custodial account or a specified issuer of an existing annuity contract established under Code Section 403(b). The Custodian assumes no responsibility with regard to the preservation of optional forms of benefit unless the Custodian has received notification of such optional forms of benefit and the Custodian has agreed in writing to account for such assets separately. The Custodian shall have no responsibility for the tax treatment to the Participant of any such transfer. In order to allocate pre-1987 and pre assets properly, the Custodian shall rely on the information provided to it by the previous custodian or issuer of such assets. Absent the furnishing of such information, the Custodian shall treat all such transfers of assets as post-1986 assets and post-1988 assets respectively and shall not be responsible for maintaining or pursuing such data or be liable for the consequences of not maintaining such data. 5.3 Transfers to Purchase Permissive Service Credit Subject to the terms of the Plan, if any, on and after January 1, 2002, a Participant may direct the Custodian to make a direct trustee-to-trustee transfer to a defined benefit governmental plan of amounts held in the Account, in accordance with Code Section 403(b)(13) and guidance thereunder. The Custodian shall have no responsibility for the tax treatment to the Participant of any such transfer. 5.4 Effect of Rollovers or Transfers (a) Investment of Rollover Contributions and Transfers of Assets The Custodian shall invest any rollover contributions or transfers of assets into the Account according to the Participant s or the Authorized Agent s instructions which accompany the rollover contribution or transfer of assets. If the Plan is an ERISA Plan, the Custodian is authorized to invest the assets according to the Employer s instructions. If no investment instructions accompany the rollover contribution or transfer of assets, or if, in the Custodian s sole opinion, such instructions are incomplete or not clear, the Custodian shall invest the assets according to the Fund Allocation currently in effect for the rollover money classification or transfer money classification, as applicable, for the Account at the time such rollover contribution or transferred assets are received. If such a Fund Allocation is not in effect for the rollover money classification or transfer money classification, the rollover contribution or transfer of assets shall be invested in accordance with Article 4.2(c). 13

19 (b) (c) Restrictions Relating to Rollover Contributions and Transfers of Assets All rollover contributions and transfers of assets to the Account shall become subject to the distribution restrictions of Articles 7.1 and 7.2, provided that such restrictions are not inconsistent with the terms of the Plan, if any. Generally, the assets in an Account may not be transferred to an annuity contract or custodial account established under Code Section 403(b) if such assets would then be subject to distribution restrictions less stringent than those described in Article 7.2. Participant s Responsibilities The tax treatment of a rollover contribution or distribution or transfer of assets is solely the Participant s responsibility. Neither the Custodian nor the Company shall be responsible for any adverse tax consequences in the event that a rollover contribution or distribution or transfer of assets is determined not to constitute a proper rollover or transfer of assets under the Code or other applicable law. Neither the Custodian nor the Company shall be liable for any losses the Participant or Beneficiary may incur as a result of the acts, omissions, delays or other inaction of any party relating to the rollover contribution or distribution or transfer of assets to or from the Account, except only losses arising solely from the Custodian s gross negligence or willful misconduct, pursuant to the provisions of Article Article 6. Designation of Beneficiary 6.1 Manner of Designation The Participant (or, following the death of the Participant, the Beneficiary, effective on and after January 1, 2002) may designate a Beneficiary or Beneficiaries at any time, and any such designation may be changed or revoked at any time, by designation executed by the Participant (or, following the death of the Participant, the Beneficiary) in a form and manner acceptable to, and filed with, the Custodian. Such designation is effective and considered filed upon its acceptance by the Custodian; provided, however, that such designation or change or revocation of a prior designation shall not be effective unless it is received and accepted by the Custodian no later than nine (9) months after the Participant s death (or, following the death of the Participant, the Beneficiary), and provided, further, that such designation, change or revocation shall not be effective as to any assets distributed or transferred out of the Account (including a transfer to a beneficiary distribution account) prior to the Custodian s receipt and acceptance of such designation, change, or revocation. Subject to Articles 5, 8 and 9 of this Agreement, the Custodian may distribute or transfer any portion of the Account immediately following the death of the Participant (or, following the death of the Participant, the Beneficiary) under the provisions of the designation then on file with the Custodian, and such distribution or transfer discharges the Custodian from any and all claims as to the portion of the Account so distributed or transferred. Notwithstanding the foregoing, if the Employer maintains a written Plan, the provisions of the Plan with regard to designation of a Beneficiary by the Participant (or, following the death of the Participant, the Beneficiary) hereunder shall control. 14

20 6.2 Effect of Designation The latest Beneficiary designation, change, or revocation properly made under Article 6.1 shall control the disposition of the Account upon the Account holder s death, except as determined by applicable law, or unless a married Participant s Account is subject to the provisions of Article 6.5. Unless otherwise designated by the Participant (or, following the death of the Participant, the Beneficiary) in a form and manner acceptable to the Custodian, when used in this Agreement or in any designation of Beneficiary received and accepted by the Custodian, per stirpes and per capita shall be construed and defined according to the laws of the Commonwealth of Massachusetts in force at the time of the death of the Participant (or, following the death of the Participant, the Beneficiary). In all cases, the Custodian shall be authorized to rely on any representation of facts made by the Participant, the executor or administrator of the estate of the Participant, any Beneficiary, the executor or administrator of the estate of any Beneficiary, or any other person deemed appropriate by the Custodian, in determining the identity of unnamed Beneficiaries or for any other purpose. 6.3 Death of Participant Without a Designated Beneficiary Unless otherwise specified in the terms of a written Plan, upon the Participant s death, if the Participant has not properly designated a Beneficiary for the Participant s Account in accordance with Article 6.1, or if no Beneficiary survives the Participant, the Participant s Beneficiary shall be the Participant s surviving spouse. In the event that the Participant has no surviving spouse, the Participant s Beneficiary shall be the Participant s estate. 6.4 Death of Beneficiary Prior to Receipt of Entire Interest in the Account Unless otherwise specified in the terms of a written Plan, if a Beneficiary dies after the Participant, but before receiving his or her entire interest in the Account, the Beneficiary s remaining interest in the Account shall be paid to a Beneficiary or Beneficiaries designated by such Beneficiary as his or her successor Beneficiary in a form and manner acceptable to, and filed with, the Custodian; provided, however, that such designation must be received and accepted by the Custodian in accordance with this Article 6. If no proper designation has been made by such Beneficiary in accordance with this Article 6.4, the Beneficiary shall be such Beneficiary s estate. 15

21 6.5 Married Participants ERISA Plans If a married Participant s Account is part of an ERISA Plan, a married Participant s designation of a primary Beneficiary other than the Participant s spouse shall be invalid as to fifty percent (50%) (or a higher percentage, if so provided under the Employer s Plan) of the Participant s Account balance unless the Participant s spouse consents in writing to the designation as described in Article 6.6. If the consent of the Participant s spouse is obtained prior to the first day of the Plan year in which the Participant attains age 35, or the date of separation from service from the Employer, if earlier, such spousal consent shall become ineffective as of such date. In such case the Participant must make a new designation and obtain any applicable spousal consent, as described in Article 6.6. Notwithstanding the foregoing, the Custodian does not assume and shall not have any responsibility under this Article 6.5 regarding any notice requirements relating to Beneficiary distributions. 6.6 Spousal Consent Proper spousal consent as required in Article 6.5 must be in writing, must acknowledge the effect of the election or designation, and must be witnessed by a notary public, or, if permitted under the terms of the Plan (if any) and if agreed to in writing by the Custodian, by a representative of the Plan. Article 7. Distributions Before Death 7.1 Generally Subject to the restrictions of this Article 7, distribution of the Account s assets shall be made as soon as reasonably practicable following receipt by the Custodian of: (a) notice of the occurrence of an event permitting distribution under Code Section 403(b)(7), as described in Article 7.2; and (b) an election of a form of distribution by the Participant, as described in Article 7.3. Such notice and election must be in a form and manner approved by the Custodian. 7.2 Events Permitting Distribution Distributions are permitted only if the Participant: (a) attains age ; (b) separates from service with the Employer or, for distributions occurring after December 31, 2001, has a severance from employment with the Employer regardless of when the Participant s severance from employment occurred; (c) becomes Disabled; (d) dies; or 16

22 (e) with respect to amounts attributable to contributions made pursuant to a Salary Reduction Agreement, incurs a financial hardship within the meaning of Code Section 403(b)(7)(A)(ii). However, a financial hardship distribution shall be permitted only if such hardship meets the safe harbor standard provided under Treasury Regulations Section 1.401(k)- 1(d)(2)(iv)(A) or any successor Treasury regulations of similar import and applicability, and such hardship is certified by the Participant in accordance with the method prescribed by the Custodian in separate procedures that are incorporated herein by reference. In the case of a written Plan, financial hardship distributions shall be administered in accordance with the Employer s directions to the Custodian. 7.3 Forms of Distributions Subject to the other requirements and restrictions of this Article 7 and of the Plan, the Participant may elect to receive distributions from the Account in any of the following forms: (a) a total distribution in cash or, if approved by the Custodian, in kind; (b) an Eligible Rollover Distribution; (c) periodic installment payments; (d) a specific dollar amount as directed by the Participant from time to time; (e) a fixed or variable annuity contract purchased from an insurance company at the Participant s instruction and distributed to the Participant, providing for periodic payments over any of the following periods as specified by the Participant: the life of the Participant, the lives of the Participant and the Participant s surviving spouse, or other Beneficiary, or a period certain not to exceed the period permitted under Code Section 401(a)(9) and the regulations thereunder; (f) a joint and survivor annuity as described in Article 7.4(b); and (g) substantially equal periodic payments as provided for in Code Section 72(t)(2)(A)(iv) or its successor, provided the Participant separated from service with the Employer or, for distributions occurring after December 31, 2001, has a severance from employment with the Employer regardless of when the Participant s severance from employment occurred, before the attainment of age Joint and Survivor Annuity (a) Generally If a Participant s Account is part of an ERISA Plan, a married Participant s election to receive distributions in any form other than a joint and survivor annuity shall be invalid unless the Participant s spouse consents in writing to the election, and such spousal consent acknowledges the effect of the election. Such spousal acknowledgment must be witnessed by a notary public, or if permitted under the terms of the Plan and if agreed to in writing by the Custodian, by a representative of the Plan. If a married Participant does not elect a form of distribution, the distribution shall be made in the form of a joint and survivor annuity. If an unmarried Participant does not elect a form of distribution, the distribution shall be made in the form of an annuity for the Participant s life. 17

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