BB&T Corporation 401(k) Savings Plan. Participant Guide

Transcription

1 BB&T Corporation 401(k) Savings Plan Participant Guide

2 TABLE OF CONTENTS Introduction BB&T Benefits Administration 1 Plan Highlights 2 Eligibility and enrolling in the Plan 2 Contributions 3 Matching contributions and vesting 4 Investment elections and self-directed brokerage accounts 4 Withdrawals from the Plan 5 Hardship withdrawals and borrowing money from the Plan account 6 Obtaining information about the Plan account 7 Receiving investment advice and education 7 Account changes 8 Accessing the Summary Plan Description 8 Safe Harbor Notification to Eligible Associates 9 Will you be ready? 12 Step 1: Calculate how much you will need for retirement 13 Step 2: Learn how your company s plan works 17 Step 3: Decide how you will invest 21 Step 4: Enroll 22 Step 5: Stay on track 23 Investment Highlights: Investment Earnings Explained 26 Investment Highlights: Investing in the BB&T Common Stock Fund 27 Notice Regarding Qualified Default Investment Alternative 28 Instructions to access PlanTrac and BenefitsPhone 57 Initial enrollment instructions 59

3 BB&T Corporation 401(k) Savings Plan It s never too early to start planning for retirement. Did you know you could spend as much as one-third of your life in retirement? Like most people, you probably have a vision of how you want to spend your golden years. Maybe you see yourself traveling, pursuing a favorite hobby or just relaxing and enjoying life during retirement. An essential factor in assuring your vision becomes reality is having a clear plan about how you will finance your future. For this reason, BB&T offers the BB&T Corporation 401(k) Savings Plan to help you live comfortably and securely during the years when you are no longer working. The Plan features are easy to understand and participating is simple. Participating in the Plan can reduce your taxable income now and in the future. Pre-tax deferrals are not taxed when deduced from your pay until you withdraw them at retirement. Roth (aftertax) deferrals are deducted from your pay after taxes have been withheld, therefore the investment earnings are not taxed with you withdraw them at retirement. The specific benefits of your Plan are outlined on the following pages, so please take a moment to learn more. The BB&T Corporation 401(k) Savings Plan is a significant part of your total compensation package as a BB&T associate. We hope you will take full advantage of the wonderful opportunities the Plan has to offer. Sincerely, BB&T Benefits Administration 1

4 PLAN HIGHLIGHTS BB&T Corporation 401(k) Savings Plan Q Who can participate? A You are eligible to participate in the pre-tax and after-tax contribution portion of the Plan on your first day of employment. The Plan does not allow participation by associates who are: Covered by a collective bargaining agreement Leased associates Non-resident aliens with no U.S. earned income Temporary associates Other requirements may also have to be met, as described in the Summary Plan Description available on BBTBenefits.com. Q Why should I join? A By participating in the BB&T 401(k) Savings Plan, you will realize several benefits: Saving for retirement Reducing your taxable income through your pre-tax deferrals Reducing your taxable earnings through Roth after-tax contributions Receiving a 100% match on the first 6% of your compensation you contribute to the Plan per pay period Q When may I join? A You may join the Plan on your first day of employment. Q How do I enroll in the Plan? A You will enroll in the Plan and elect your pre-tax and/or Roth after-tax contribution percentages through Workday, our Human Capital Management system. You will elect investment options through BBT.com/plantrac. Detailed instructions are available on page 57 of this guide. 2

5 Q What if I enroll in the Plan, but I do not elect my investment options? A Q A Q A Q A Q A Q A If you make a contribution percentage election in Workday but fail to make investment elections in PlanTrac, your contributions will be defaulted to one of the target date funds. The specific fund will be based on your normal retirement date. For more information, refer to the Qualified Default Investment Alternatives notice that begins on page 28. How do I contribute? Contributions to the Plan are made through payroll deduction. You may elect to defer from 1% to 50% of your compensation on a pre-tax basis and/or an after-tax basis. Pre-tax contributions are deducted from your pay before taxes are withheld. After-tax contributions are classified as Roth 401(k) contributions and are deducted from your pay after taxes have been withheld. An annually adjusted Internal Revenue Service (IRS) dollar limit of $17,500 (adjusted annually for inflation) applies to your contributions. This dollar limit applies to all qualified retirement plans you participate in during the year. In addition, the IRS limits the amount of compensation that can be eligible for deferrals. The compensation limit is $260,000 (for 2014). May I make catch-up contributions to the Plan? If you are age 50 or older or will turn 50 during the current calendar year, you can defer an additional catch-up contribution into the Plan that exceeds the IRS dollar limit or plan percentage limit each year. The catch-up contribution is intended to help eligible associates make up for smaller contributions made earlier in their careers. Participants are eligible to save up to an extra $5,500 in the Plan. Catch-up contributions are not eligible for matching contributions. May I roll over contributions to the Plan? If you have an existing qualified retirement plan [pre-tax or Roth 401(k)], 403(b) tax-deferred arrangement, or governmental 457 plan with a prior employer, you may transfer or roll the account into the Plan anytime. The Plan will not accept rollovers from Roth IRAs. May I convert pre-tax contributions to Roth contributions? If you have pre-tax deferrals in the Plan, you may do an in-plan rollover (pre-tax to Roth) of the amount you have available for withdrawal. Electing an in-plan rollover is a taxable event and you will be responsible for the taxes on your personal income tax return filed for the year you elect the in-plan rollover. You must complete an In-Plan Rollover form to make this election. May I stop or change contributions? You may stop or change your contribution rates anytime, once you become a participant in the Plan. To stop your contributions, simply change your contribution rate to 0%. Any contribution rate changes you elect by the end of the month will be effective for the first payroll of the following month. 3

6 Q A How does BB&T contribute to the Plan? To participate in the matching contribution portion of the Plan, you must meet the following requirements: Be at least age 21 Complete 1,000 hours of service within the 12 months following your hire date You will be eligible to begin receiving a BB&T matching contribution on the first day of the calendar month coincident with or following your one-year anniversary of employment (in which you have worked at least 1,000 hours and are at least age 21). For example, if your hire date is July 15, 2011, you will be eligible for the matching contribution as of August 1, 2012 (assuming you have worked 1,000 hours and are at least age 21). If your hire date is August 1, 2011, you will be eligible for the matching contribution beginning August 2, 2012 (assuming you have worked 1,000 hours and are at least age 21). BB&T will make safe harbor matching contributions on 100% of the first 6% of compensation you contribute to the Plan per pay period. The match on the first 4% of your contribution is referred to as your basic matching contribution. The matching contribution on your next 2% is referred to as your supplemental matching contribution. This distinction is made because your basic matching contribution and earnings may be subject to special vesting and distribution rules to meet IRS safe harbor requirements. You will not receive a match on any contribution over 6%, but you will receive all the advantages of saving on a pre-tax basis. If you are an associate who is scheduled to work less than 20 hours per week, you will not receive matching contributions because you do not work 1,000 hours in a year. Q A Q A How do I become vested in my Plan account? Vesting refers to your ownership of a benefit from the Plan. You are always 100% vested in your plan contributions and your roll-over contributions, plus any earnings they generate. In general, you are 100% vested in matching contributions BB&T contributes on your behalf, plus any earnings they generate. If, while you are employed, you participate in misconduct (including, but not limited to, engaging in direct competition with BB&T Corporation, embezzlement, larceny, or theft), you will forfeit your supplemental matching contributions unless you have completed at least three years of unbroken service with the Company. In any case, you are fully vested at age 65. How are Plan contributions invested? You may choose to invest your balance among several different fund options. Refer to the fund information sheets in this guide for information on your investment choices. Changes to investment elections may be made on a daily basis by using the interactive phone system or BBT.com/plantrac. - CONTINUED - 4

7 A self-directed brokerage account is also available through TD Ameritrade TM that allows you the opportunity to invest in a wider range of investment choices outside the Plan s core funds. After you enroll in the Plan, you will be able to request self-directed brokerage account forms using the interactive phone system or BBT.com/plantrac. Once all forms have been completed and returned to BB&T Institutional Services, your brokerage account will be established. Thereafter, you will see the brokerage account listed as an additional investment. The following are the fees associated with the self-directed brokerage account: $12.50 quarterly TD Ameritrade account maintenance fee paid from your TD Ameritrade investments Stock trade commissions (per trade) paid from your TD Ameritrade investments $9.99 online trades $14.99 Interactive Voice Response trades $24.99 broker trades Other TD Ameritrade fees may apply. Please read your TD Ameritrade Welcome Kit carefully. Please read the investment information to learn more about the different types of investments, as well as the importance of asset allocation and diversification when making investment choices in the Plan. The Plan is intended to be an ERISA Section 404(c) plan. This means you exercise control over some or all of the investments in your plan account. The fiduciaries of the Plan may be relieved of liability or responsibility for any losses you may experience as a direct result of your investment decisions. Q A When can money be withdrawn from my account? Money can be withdrawn from your plan account in these events: Attainment of age 59½ Death (your own) Disability (approved for BB&T Long-Term Disability) Termination of employment Voluntary withdrawal Hardship withdrawal (see next section) Review the Summary Plan Description (available at BBTBenefits.com) for more details about taking withdrawals from the Plan. Be sure to talk with your tax advisor before withdrawing any money from your plan account. 5

8 Q A May I withdraw money in case of hardship? If you have an immediate financial need created by severe hardship and you lack other reasonably available resources to meet that need, you may be eligible to receive a hardship withdrawal from your account. You cannot receive a hardship withdrawal unless you have obtained all withdrawals, other than hardship withdrawals, and all nontaxable loans currently available under all plans maintained by BB&T. A hardship, as defined by the IRS, can include: Purchasing a primary residence Paying for college education for you or your dependent(s) Paying certain medical expenses not covered by insurance Preventing eviction from or foreclosure on your primary residence Funeral expenses Home repairs not covered by insurance (not due to normal wear and tear) Q A To qualify for a hardship withdrawal, you must have an immediate financial need recognized by the IRS as a reason for hardship. If a hardship withdrawal is made, your eligibility to make contributions to the Plan is suspended for six months and may be reinstated on the entry date following the suspension period. If you are facing a financial hardship, you should contact the Human Systems Service Center at , option 1 for more details. May I borrow money from my account? The Plan is intended to help you save money for your retirement; however, BB&T has included a feature to let you borrow money from the Plan. The amount the Plan may loan to you is limited by rules under the tax law. In general, all loans will be limited to the lesser of: $50,000 reduced by your highest outstanding balance of loans from the Plan during the one-year period ending on the day before the loan is made, or 50% of your vested benefit. The minimum loan amount is $1,000. Loan interest will be BB&T Prime +1%. You may request only one loan per plan year. You may have only one outstanding loan at any time. Generally, loans must be repaid through payroll deductions with after-tax dollars over a period of 1-5 years. A $100 processing fee for all new loans is charged to your account. Loan requests are paperless, meaning there are no forms to complete. Loans are processed by using the interactive phone system or BBT.com/plantrac. Principal and interest are repaid to your account. We must sell funds from your account to process a loan request, which may affect future plan earnings. Any funds identified as being from a Payroll-Based Stock Ownership Plan (PAYSOP) on your quarterly statement are not eligible for loans. At termination of employment, you must pay off any outstanding loan balance prior to submitting a distribution request form or allow the loan balance to default and be considered taxable income. If you take a distribution from your 401(k) account prior to paying off the outstanding loan balance, the outstanding loan balance will become taxable as income. 6

9 Q A How do I obtain information about my Plan account? You will receive a personalized account statement quarterly. The statement will show your account balance as well as any contributions and earning credited to your account during the reporting period. You can access account information 24 hours a day by visiting BBT.com/plantrac or by calling BB&T s interactive phone system at For security purposes, you must enter your User ID and Password to access your account on the website. If you have not created a User ID and Password, you will be asked to do so when you initially log on. On the automated phone system, you must enter your Social Security number and your Personal Identification Number (PIN) to access your account. Through the website and the interactive phone system, you will be able to access up-to-date information about your account balance, investment choices, and other plan data. As a plan participant, you may request certain information from the Employee Benefit Plans Committee by mail at: P.O. Box 1215, Winston-Salem, NC or by phone at This information includes: annual operating expenses of the plan investments; financial statements, reports, or other materials relating to plan investments; a list of assets contained in each plan investment portfolio; the value of the assets and fund units or shares; and the past and current performance of each plan investment. Detailed information about the various mutual funds, including copies of prospectuses, can also be found by accessing the websites or calling the phone numbers listed below: Fund Family Website Phone Number Sterling Capital funds sterlingcapitalfunds.com T. Rowe Price funds TRowePrice.com Federated funds federatedinvestors.com Vanguard funds vanguard.com Fidelity funds fidelity.com Harbor funds harborfunds.com Q A How can I receive investment advice and education? BB&T partners with ProNvest, a professional retirement planning services firm, to assist you in better planning and managing your 401(k) account. ProNvest can manage your retirement savings for you, give you access to retirement counselors, and offer planning tools and education. It can also provide you with independent investment advice if you choose to manage your own investments. If you would like to get started with ProNvest, or if you would like more information, go to BBT.com/plantrac and click on the ProNvest tab. If you have any questions, you may contact ProNvest toll-free at or mysupport@pronvest.com. 7

10 Q A When are changes effective to my account? Your contribution rate can be changed any time once you become a participant in the Plan. Any contribution rate change you elect by the end of the month will be effective the first payroll of the following month. Since we use daily accounting, redistributing your account balance or changing the investment election of your future contributions can be processed within 24 hours. Any changes made on BBT.com/plantrac or the interactive phone system by 4 p.m. ET Monday through Friday will be processed the same business day. Changes made after 4 p.m. ET will be processed the following business day. Loan requests made by 4 p.m. ET Monday through Friday will be processed the same business day. Requests made after 4 p.m. ET will be processed the following business day. Loan checks will generally be mailed three business days after processing. Withdrawal requests are processed on a daily basis. Instructions for submitting your withdrawal request are located on the signature page of each form. Distributions will generally be mailed within one week after processing. Q A Where is the Summary Plan Description? The BB&T Corporation 401(k) Savings Plan Summary Plan Description (SPD) is available at BBTBenefits.com. The SPD contains detailed provisions of the BB&T Corporation 401(k) Savings Plan. The information provided in the SPD is an overview of the Plan s features and benefits. Keep in mind, if there is a discrepancy between the Plan Highlights and the information in the SPD, the SPD will govern. 8

11 2014 SAFE HARBOR NOTIFICATION TO ELIGIBLE ASSOCIATES BB&T Corporation 401(k) Savings Plan This notice is required by the Internal Revenue Service (IRS) to be sent annually to all associates eligible to participate in the BB&T Corporation 401(k) Savings Plan (the Plan). I Introduction You are eligible to make salary reduction contributions to the Plan. This notice and the Summary Plan Description (SPD) provide you with information that you should consider before you decide whether to start, continue, or change your salary reduction contributions. II II. Salary Reduction Contributions As a participant in the Plan, you may elect to defer a whole number percentage from 1 percent to 50 percent of your compensation each year instead of receiving such amount in cash. You may make pre-tax deferrals and/or Roth (after-tax) deferrals. Your election regarding the amount and type of deferrals is irrevocable with respect to any deferrals already withheld from your Compensation. If you make pre-tax deferrals, your deferrals are not subject to income tax until distributed from the Plan. If you make Roth (after-tax) deferrals, your deferrals are subject to income tax at the time of deferral. However, if you satisfy certain distribution requirements (see below), your Roth deferrals and earnings on the deferrals will not be subject to income tax when distributed from the Plan. Both types of deferrals are subject to Social Security taxes at the time of deferral. The Employer will deduct the Social Security taxes, and in the case of Roth (after-tax) deferrals will deduct income taxes, from your remaining Compensation. BB&T Corporation (the Company) will contribute the compensation that you elect to defer to the Plan. The law limits the amount that you can elect to contribute to the Plan each year. This dollar limit, which is $17,500 for 2014, is adjusted periodically by the IRS to reflect changes in the cost of living. If you attain age 50 before the end of the plan year, you may be able to make catch-up salary reduction contributions to the Plan in excess of the otherwise applicable plan and IRS limits. Catch-up contributions for a plan year may not exceed the lesser of (i) $5,500 in 2014 or (ii) 100 percent of your compensation reduced by all other salary reduction contributions you make to the Plan for such plan year. Associates are eligible to make deferral contributions to the Plan the first day of the calendar month following employment. III III. Matching Contributions The Company has elected to make a safe harbor matching contribution to the Plan. If you have attained at least age 21 and completed at least one year of service (1,000 hours or more) with the Company, you will be entitled to receive a safe harbor matching contribution for each payroll period. 9

12 The safe harbor matching contribution is equal to 100 percent of the amount of your compensation you elect to defer during that payroll period, up to 6 percent of your compensation for that payroll period. Safe harbor matching contributions will begin as of the first day of the calendar month following your satisfaction of the eligibility criteria. The matching contribution on the first 4 percent of your compensation you elect to defer is referred to as your basic matching contribution. The matching contribution on the next 2 percent of your compensation you elect to defer is referred to as your supplemental matching contribution. These distinctions are important because your basic matching contributions and earnings thereon are subject to special vesting and distribution rules. You will receive a safe harbor matching contribution only if you meet the eligibility criteria described above and you make a salary reduction contribution to the Plan during the payroll period for which the matching contribution is made. IV IV. Compensation Compensation has a special meaning. Compensation is generally defined as your wages as reported on Box 1 of your Form W-2, less reimbursements and other expense allowances, fringe benefits (cash and non-cash), moving expenses, deferred compensation, and welfare benefits. Compensation does, however, include your salary reduction contributions to the Plan and any amounts you have elected to defer to the BB&T Corporation Flexible Benefits Plan. The Plan, by law, cannot recognize compensation in excess of $260,000 for This amount will be adjusted in future years for cost of living increases. V V. Administrative Procedures The amount you elect to defer to the Plan will be deducted from your compensation each payroll period in accordance with procedures established by the Company and the administrative Committee under the Plan. You must make your deferral election through the Benefits Phone or through PlanTrac. The Benefits Phone and PlanTrac are available 24 hours a day, seven days a week. You may change or revoke your deferral election at any time during the plan year through the Benefits Phone or by accessing PlanTrac. Your change will be effective as of the date specified. If you revoke your deferral election, you may resume your salary reduction contributions at any time. VI VI. Vesting and Withdrawal Provisions Your salary reduction contributions and your basic matching contributions and all earnings thereon are non-forfeitable at all times. This means that these amounts cannot be forfeited or lost if you leave your job for any reason. You may not withdraw these amounts from the Plan until you terminate your employment, attain age 59½, or die. You may, however, withdraw only your salary reduction contributions if you incur a financial hardship (as defined by the Plan). Your supplemental matching contributions and earnings thereon are generally non-forfeitable. However, if you engage in misconduct (for example, embezzlement, larceny, theft) or directly compete with the Company and your employment is terminated prior to attainment of age 65 or completion of three years of service, you will forfeit your supplemental matching contributions and earnings thereon. You may withdraw these amounts from the Plan upon termination of employment, death, or attainment of age 59½. You may also withdraw these amounts prior to 10

13 attainment of age 59½ if you have been a participant in the Plan for at least 60 months or these amounts have been in the Plan for at least 24 months. Withdrawals prior to age 59½ are, however, limited to two per plan year. In addition to the withdrawal events listed above, if you make Roth deferrals, you may take a qualified withdrawal of your Roth deferrals only if you satisfy two requirements. First, the withdrawal must be on account of attainment of age 59½, death or disability. Second, the withdrawal must not occur prior to the end of the 5-year period that begins with the first taxable year for which you made a Roth deferral to the Plan, or if earlier, the first taxable year for which you made a Roth deferral to another Roth 401(k) plan that you rolled over to this Plan. If you make a qualified withdrawal of your Roth deferrals, you will receive tax-free the earnings on the Roth deferrals, in addition to the Roth deferrals themselves. If you make a withdrawal of your Roth deferrals that is not a qualified withdrawal, the earnings on the Roth deferrals will be taxable to you, and you will lose the benefit of making Roth deferrals. Matching contributions made to the Plan on your behalf prior to January 1, 2000, are subject to the vesting and distribution rules that apply to your supplemental matching contributions as described above. VII Additional Information If you have questions, please refer to your SPD or feel free to call Benefits Administration at , option 1. A copy of the SPD can be found on BBTBenefits.com. If you would like to receive a paper copy of this notice, please call Benefits Administration at , option 1, and one will be provided free of charge. Sincerely, BB&T Benefits Administration 11

14 WILL YOU BE READY? A secure retirement it s up to you. A gold watch, a pension check and Social Security for many years, they were enough to provide retirement peace of mind for American workers. For tomorrow s retirees, the message is clear: to have a financially secure retirement, you must take matters into your own hands. Those days are over. Today s retirees are finding that Social Security alone is not enough to cover bare essentials, much less a comfortable standard of living. Even those with corporate pension plans often find themselves struggling to keep pace with rising costs of living. The key is starting soon and saving regularly. We can help, with a Five-Step Retirement Strategy that is built around your company s retirement plan and provides a way for you to customize your goals and resources. Your Five-Step Retirement Strategy: Calculate how much you will need for retirement Learn how your company s plan works Decide how you will invest Enroll Stay on track 12 BB&T1

15 1 Step 1: Calculate how much you will need for retirement You may need more money than you think. The first step in successful retirement planning is calculating the amount of income you will need at retirement. It s a process that should be based on facts, rather than wishful thinking. Perhaps you ve heard some of the common myths below: Myth: Social Security will be enough for me. Myth: I won t need much money when I retire. Myth: I ll only be retired a short time. Myth: I ve got plenty of time to save for retirement. Fact: Many retirees find that Social Security alone isn t enough to make ends meet, much less pay for the extra indulgences that make retirement worthwhile. According to the Social Security Administration, workers with average earnings can expect retirement benefits that replace about 40% of their average lifetime earnings.* Fact: Older people are generally in better health than ever. Many retirees have very active lifestyles and need the money to pay for them. So while some expenses such as housing or commuting costs may go down in retirement, others, like medical expenses, travel and entertainment are likely to go up. Fact: People are living longer these days, and they re retiring earlier. Most people need to have retirement income that will last at least 15 years, and probably longer. Fact: Many of us tend to live and spend for the moment. Most people underestimate how much they ll need to save to provide an adequate retirement income. *Social Security Administration Retirement specialists recommend saving 10% to 15% of your annual pretax pay to afford retirement. 13

16 INFLATION IS A FACTOR A MAJOR FACTOR. With improvements in medical science and a trend toward living longer, you could easily spend as much as a third of your life in retirement. An adequate monthly income at age 65 or 70 will shrink in buying power each year because of inflation. It is estimated that the cost of living will double every 20 years. For some items such as prescription drugs costs are likely to rise even more. THANKS TO INFLATION, THE FUTURE WILL BE EXPENSIVE. Today In 20 Years New Car (Average MSRP) $33,432 $74,503 Prescription Drugs $838/yr. $2,431/yr. Food Expenses $495/mo. $1,103/mo. Movie Ticket $8.50 $16 Today s new car price is the average manufacturer s suggested retail price (MSRP) for 2007 models 101 models included ranging from economy cars to luxury sedans. Source: Edmunds.com and NPI. New car, food expenses and movie ticket 20-year estimates based on annualized CPI rate of 4.088% from Prescription drug 20-year estimate based on annualized CPI rate for prescription drugs of 5.47% from Source: Bureau of Labor Statistics. Even at low rates of inflation, the buying power of the money you save erodes each year. Therefore, when figuring how much retirement income you ll need, you must take into account the impact of inflation during your retirement years. The worksheet on the next page is designed to give you a basic estimate of the savings you will need when you retire. If you are married, you and your spouse should each fi ll out a copy of the worksheet. (Be sure to take your marital status into account when entering your Social Security benefi t on line 4.) 14 BB&T2

17 Retirement Savings Calculator Worksheet Example 1 Enter your current annual income. $30,000 You 2 Enter the percentage of annual income you want during retirement..75 (Most experts recommend between 60% and 80% of your current annual income to maintain your current standard of living.) 3 Multiply line 1 by line 2. $22,500 4 Enter the amount you expect to receive annually from Social Security. $12,000 If your annual income is: under $25,000, enter $8,000 between $25,000 and $40,000, enter $12,000 over $40,000, enter $14,500 For married couples, enter either the lower earning spouse s benefi t based on his or $0 her income, or 50% of the higher earning spouse s benefi t, whichever is higher. Note: These fi gures are estimates based on examples provided by the Social Security Administration. For a more personalized estimate, enter the appropriate benefi t fi gure from your Social Security statement provided by the Social Security Administration. ( , 5 Enter the amount you expect to receive annually from your employer s pension plan (if applicable). $0 This is typically a plan that is funded by your employer and pays a fi xed benefi t at retirement based upon years of service and salary. This does not include your salary deferral plan. The popularity of pension plans has been declining in recent years. 6 Enter the amount of part-time employment income you expect to receive in retirement. $0 7 Enter any other annual income you expect to receive, such as rental income, etc. $0 8 Add lines 4 through 7. $12,000 9 Subtract line 8 from line 3. This is the amount of income you are short in each retirement year. $10, Now adjust your current replacement income for infl ation by multiplying line 9 by the $19,005 factor from the table below. The infl ation factor fi gure is below the number of years you have left until you retire. (For this example we are assuming 20 years left to retirement, so we multiply $10,500 by 1.81.) 11 Enter the value of your current assets (savings, investments, etc.) adjusted for growth. $93,200 (Example: $20,000 multiplied by the investment factor of 4.66 from the table below.) 12 How much would you need to have at retirement to give you the yearly income in line 10? $190,050 Multiply line 10 by a factor of 10. (Assumes 3% infl ation, 8% investment return and that you will need 15 years of retirement income.) 13 Subtract line 11 from line 12 to fi nd how much you d need to save. $96, How much would you have to set aside each year in order to work toward a retirement $2,116 goal of $96,850? Divide line 13 by the present value factor from the table below. (Example: $96,850 divided by ) 15 The amount you need to invest each month toward retirement. Divide line 14 by 12. $176 Number of Years Until Retirement Infl ation Factor (3% infl ation) Investment Factor (8% return) Present Value Factor (8% return) Performance is not guaranteed. All calculations, totals and returns are hypothetical and for illustrative purposes only and are not indicative of the performance of any investment or savings plan. It does not suggest an actual compounded annual rate-of-return or account growth. Income taxes are not considered in these examples and are due upon withdrawal. Withdrawals before age 59½ may be subject to additional tax penalties. 15

18 REMEMBER A LITTLE MONEY GOES A LONG WAY! One of the best ways to increase your retirement savings is to increase your plan contribution every time you get a raise. Another is to reduce your spending and invest it promptly. Even a simple change such as bringing a bagged lunch to work a few times a month can make a difference. Check out the following examples of small sacrifices that can have a big impact on your retirement income: Unit Price Per Week Per Year If Invested in Plan For 40 years 1 specialty coffee per day $2.50 $17.50 $ $400,026 1 movie per week $8.50 $8.50 $ $193,766 1 candy bar per day $0.55 $3.85 $ $80,006 Assumes 4% annual price infl ation, deposits to plan at the end of each month and 8% average annual returns, net of fees, no taxes apply. There are weeks in a 365-day year. THE BEST TIME TO START WAS YESTERDAY. THE NEXT-BEST TIME IS TODAY. Waiting to begin your savings plan can have a huge impact on your results. A delay of even a few years could cost you thousands of dollars. Let s consider the example of Don and Maria: The Power of Compounding Starts Investing at Age: Stops Investing at Age: Monthly Amount Invested: $300 $100 Total Amount Invested: $72,000 $48,000 Balance at Retirement: $171,798 $324,180 Don Maria Performance is not indicative of future results. This example is based on a hypothetical annual return and is for illustrative and educational purposes only. It is not representative of the performance of any mutual fund and is not intended to be a projection of future values. Mutual funds are subject to risks, such as the possible loss of principal, and rates of return will vary from year to year. This example assumes an annual rate of return of 8%, with all dividends and capital gains distributions reinvested. Taxes are not considered in this example and are due when distributions are taken from the plan. This illustration assumes contributions are made at the beginning of each month. 16 BB&T3

19 2 Step 2: Learn how your company s plan works Your company-sponsored retirement plan provides an excellent foundation. A salary deferral plan can be one of your best tools for creating a secure retirement. Here is a quick look at some of the advantages of participating in your company-sponsored retirement plan: TAX ADVANTAGES A salary deferral plan provides you with two important tax advantages.* First, contributions to your plan are pretax. Your contributions are withheld from your pay before federal and state income taxes are deducted, and taxes are not paid until you take a distribution from your plan. Second, you will enjoy the benefits of tax-deferred savings. You only pay taxes on your plan s earnings when the money is withdrawn. The combined result is a retirement savings plan you cannot afford to pass up. * BB&T and its representatives do not offer tax advice. Please consult your tax professional regarding your individual circumstances. FLEXIBILITY Over time, your personal circumstances can change, and your company retirement plan can change with you. Periodically you are allowed to adjust the amount you contribute to the plan. You ll also have the option to modify your investment choices. Your company-sponsored plan is the easiest way to accumulate retirement savings. EASE AND CONVENIENCE There simply is no more convenient way to accumulate retirement savings. The money you choose to contribute is deducted from your pay and contributed to the plan by your employer. Your money automatically goes to work based on your investment choices before you are tempted to change your mind about investing it. PORTABILITY You own your salary deferrals and any plan earnings on those deferrals. If your employment ends for any reason, the money is yours to take with you. By transferring your eligible roll-over distribution to an IRA or your new employer s plan, you can continue deferring taxes and growing your retirement savings until you make withdrawals. 17

20 THE SPENDABLE PAY ADVANTAGE Arlene earns $25,000 a year and she wants to save 5% of her pay or $1,250. She files a joint return with her husband and they are in a 25% federal income tax bracket. Here is a comparison showing how contributing through a pretax plan, as opposed to saving in a traditional after-tax savings account, can result in more spending money for Arlene. Retirement Savings Through Pretax Plan Taxable Savings Outside Plan Gross Pay $25,000 $25,000 Less: Pretax Contribution $1,250 $0 Taxable Pay $23,750 $25,000 Less: U.S. Income Taxes (25% of Taxable Pay) $5,938 $6,250 Less: FICA Tax (7.65% of Gross Pay) $1,913 $1,913 Less: Taxable Savings $0 $1,250 Spendable Pay $15,899 $15,587 Increase in Spendable Pay $312 N/A This example is for illustrative and educational purposes only. COMPANY MATCHING CONTRIBUTIONS CATCH-UP CONTRIBUTIONS Many employers will match a percentage of your contribution. This can quickly add up as additional savings in your account. You ll want to take advantage of this free money if it is offered under your company retirement plan. See the Plan Highlights section of this booklet for more information. If you happen to be one of those who weren t able to save earlier in life, utilizing the catch-up provisions of your employer s plan may be a way for you to save more. If you are age 50 or older, you may be able to make additional annual pretax contributions. See the Plan Highlights section of this booklet for more information. 18 BB&T4

21 YOUR COMPANY-SPONSORED RETIREMENT PLAN OFFERS A NUMBER OF INVESTMENT OPTIONS. Your company-sponsored retirement plan will allow you to decide how your retirement savings will be invested. Typically you can choose from a variety of mutual funds, so you can build a portfolio suited to your specific needs. HOW A MUTUAL FUND WORKS A mutual fund combines the money of thousands of people and invests it in a variety of assets typically stocks, bonds and money market investments. Mutual funds offer individual investors the opportunity to participate in a large portfolio of investment holdings with a relatively modest amount of money Your money is pooled with money from other investors who have similar objectives. Mutual funds are managed by professional money managers dedicated to finding attractive investment opportunities. Most funds own hundreds of stocks and/or bonds. This gives you the benefit of greater diversification and risk management than you could achieve on your own. Investment earnings are paid back into the fund, and operating expenses are paid out of the fund. The remaining income and capital gains are distributed to fund shareholders. In most retirement plans, these distributions are automatically reinvested in additional shares of the fund. TYPES OF MUTUAL FUNDS When you enroll in your company s retirement plan, you will be asked to structure your investment portfolio, choosing from the available mutual funds. As you read the fund descriptions, it s important to note each fund s investment objectives; what assets it invests in; and the level of potential risk associated with that type of portfolio. 19

22 You ll see a correlation between the potential risk and the potential reward: Money market funds and bond funds provide more conservative returns along with lower potential risk of loss. Stock or equity funds offer the opportunity for high returns but carry a higher risk of loss. Some funds offer a portfolio that combines stocks, bonds and money market investments. By considering your retirement savings goal, the amount of time you have to allow your plan investments to grow, and your own tolerance for risk, you can select the funds that best match your needs. Remember, you can periodically change your choices as your needs and resources change. Asset Class Equities (Stocks) Description How Investors Make Money How Investors Lose Money When you buy shares of stock in a company, you become one of the owners of the company. Companies sell their stock to investors to raise money. Stock investors can make a profit by selling their shares for more than the price they paid. Some companies also pay stockholders regular dividends from company earnings and profits. Investors who sell their shares at a lower price than they paid lose some of their invested money. If the company issuing the stock goes bankrupt, a shareholder could lose the entire amount invested. More Fixed Income (Bonds) Stable Value (Guaranteed Investment Contracts) Larger companies, the U.S. government, and various governmental units issue bonds to investors to raise money. When you purchase a bond, you are lending your money to the bond issuer for a certain period. Offered by corporations, insurers, banks and other lending institutions, these interest-bearing obligations generally do not fluctuate in value. Bonds pay interest to investors. The interest rate is usually fixed. Another way to make money from a bond is to sell it prior to maturity at a price higher than your purchase price. Guaranteed investment contracts pay interest to investors at a rate specified in the contract. If you sell a bond prior to maturity for less than you paid for it, you will lose money. It is possible to lose all the money invested in a bond if the bond issuer has severe financial problems and can t repay the debt. It is possible to lose money if the issuer defaults, failing to pay the investor the promised interest or to repay principal. Potential Risk/Reward Money Market (Cash Equivalents) Money market securities take different forms but are characterized by a very short time to maturity. Investors receive a set income and are promised a return of their invested principal at the end of the term. It is possible to lose money if the issuer defaults or returns only a portion of the amount invested. Less 20 BB&T5

23 3 Step 3: Decide how you will invest These tools can help you match your investments to your goals and resources. In addition to the diversification you achieve by participating in a mutual fund, your plan allows you to further diversify by choosing multiple funds and deciding what percentage of your plan contribution to invest in each. Depending on your plan, the following tools may be able to help with your investment elections. Check with your plan administrator to see if these options are available to you. LIFECYCLE FUNDS Lifecycle funds may be a great choice for an investor who prefers not to constantly monitor his or her investments. This type of fund offers you the benefit of selecting a single investment. Each fund is assigned a Target Retirement Date. For example, a Retirement Fund 2020 assumes that an investor is looking to retire in the year Each fund then invests in a mix of mutual funds. The fund s allocation (or percent invested in stock funds vs. bond funds) is based upon the projected retirement date of the fund. As the target retirement date draws closer, the allocation of the fund begins to shift toward bonds and short-term investments (historically considered to be less-risky investments), thus making the fund a more conservative investment. Lifecycle fund managers also regularly review their portfolios and depending on their outlook for the economy, interest rates and the financial markets, the fund s allocation is adjusted within set limits. MODEL PORTFOLIOS Model portfolios are designed to provide automatic diversification based on your risk tolerance. You may choose one of the model portfolios or select your own mix of funds. MANAGED PORTFOLIOS BB&T has partnered with ProNvest, an objective, independent investment advisor, to provide participants retirement education, investment recommendations and professional account management. At no cost, you will have access to many benefits including an online retirement planner and the ability to contact retirement counselors by phone to request help with a suggested asset allocation. ProNvest offers additional services for a fee. If you re a do-it-for-me investor, you can hire ProNvest to actively manage your account, meaning ProNvest will reallocate and rebalance your account on a quarterly basis. ProNvest will provide ongoing advice on your behalf and continue to manage your account for a reasonable annual fee based on your account balance. As a plan participant, you are responsible for directing the investment of your retirement plan accounts. Sample portfolios are provided for your education and are not intended to be personal investment recommendations. Investing involves certain risks, which may include loss of your principal invested. The shares of investments offered by your retirement plan are not FDIC insured and are not deposits or obligations of, or endorsed or guaranteed by, Branch Banking and Trust Company or its affiliates. 21

24 4 Step 4: Enroll You re ready. Enroll now! Now that you ve calculated the amount of retirement savings you re likely to need and have become familiar with your investment options under your company-sponsored retirement plan, it s time to take the most important step: Enroll. 1. This is the amount I will save in my employer s plan each month: $. Currently, that is % of my salary. 2. I have completed the enrollment and salary deferral agreement. 3. I have made my investment elections. 4. I have designated my beneficiaries. 5. I will review my plan and increase my contributions on this date:. Starting your retirement savings today is the best thing you can do for your future. 22 BB&T6

25 5 Step 5: Stay on track Review your plan periodically. Your ability to contribute to your plan and your tolerance for risk will probably change as the years pass. Younger people have a longer investment time frame and often are comfortable with more investment risk, since they have many years to make up any short-term investment losses. As a result, young people may consider putting most of their retirement plan money into stock funds. As retirement gets closer, people typically have less tolerance for risk and tend to switch some of their stock investments to bond funds to add more relative stability to their portfolios. When investors enter retirement, protecting and preserving principal can become even more important. However, keeping some money in stock funds can help provide a hedge against inflation. REBALANCING YOUR PORTFOLIO: WE CAN DO IT AUTOMATICALLY A change in your tolerance for risk is just one reason to review your retirement plan account. Just as important are periodic reviews to see if your plan has shifted out of the asset balance you want to maintain. Why would that happen? Because some of your investments are likely to grow faster than others. Over time, that can shift the balance of your portfolio in favor of these faster-growing investments. When this occurs, you may want to shift some money to more conservative investments simply to maintain the overall percentage you originally designated for each type of asset. Automatic Fund Rebalancing We make it easy to monitor results and rebalance with a feature called Automatic Fund Rebalancing. Go to BBT.com/PlanTrac and let us know the frequency you want this automatic review to take place: annually, semiannually, quarterly or monthly. We ll do the rest. OTHER WAYS TO STAY ON TRACK Increase your dollar contribution or deferral percentage Make catch-up contributions, if needed, after age 50 Avoid setbacks such as: Taking a hardship withdrawal Taking a plan loan Stopping your plan contributions Cashing out of the plan if you leave your employer 23

26 WHEN YOU RETIRE OR LEAVE YOUR JOB You will have access to your money when you retire or leave your job. However, it is very important to work with a financial advisor before withdrawing your funds because of the potential tax liability plus a 10% early withdrawal penalty if you withdraw funds before the law allows. BB&T can assist with a direct rollover into an Individual Retirement Account (IRA). We can also help you determine the optimum timing for withdrawals to provide the retirement income you ve worked to achieve. For assistance, please stop by your local BB&T financial center and schedule an appointment to speak with an Investment Counselor. 24 BB&T7

27 ACCESSING YOUR RETIREMENT ACCOUNT We make it easy to monitor your savings. Our goal is to provide convenient access to your plan account at all times by phone or through the Internet. With either, you can check your plan balance, change your investment elections or your PIN code, and request detailed information at your convenience 24 hours a day. During normal business hours, you can call the interactive phone system at , press 0, then # to speak with one of our friendly, helpful representatives. Access your account online with BB&T PlanTrac at BBT.com/PlanTrac. MOVING FORWARD WITH PEACE OF MIND We re available if you have questions. We encourage you to call one of our service representatives at any time for answers to questions or assistance with actions you wish to take. Just call the interactive phone system at , press 0 and then the # key. Our representatives are available during normal business hours. 25

28 INVESTMENT HIGHLIGHTS Investment Earnings Explained On your quarterly statement, you will see a column labeled earnings. Earnings on your account consist of interest, dividends and gains/losses. Earnings are reinvested and credited to your account in units. INTEREST Interest is earned daily in an interest-bearing fund. Interest is credited to your account as of the last day of each month based on the number of days you held a balance in the fund during that month. You do not have to hold a balance in the fund on the last day in order to share in the interest allocation. The following funds earn daily interest: Federated Treasury Obligations Fund Morley Stable Value Fund BB&T Associate Insured Deposit Account DIVIDENDS Dividends are allocated to your account based on the number of units you hold on the record date. If you do not have assets in the fun on the record date either because you transferred money to another investment or have taken a withdrawal, you will not be allocated a dividend. The following funds may pay dividends: Sterling Capital Total Return Bond Fund Vanguard Institutional Index Fund Sterling Capital Select Equity Fund Vanguard Total International Stock Index Fidelity Contrafund Sterling Capital Mid Cap Value Fund T. Rowe Price Mid Cap Growth Fund Sterling Cap Small Value Fund Harbor International Fund Sterling Capital Special Opportunities Fund Sterling Capital Equity Income Fund T. Rowe Price Target Date Funds (all dates) BB&T Common Stock Fund* *The BB&T Common Stock Fund is primarily BB&T stock with a small cash position to allow daily trading. The cash portion earns investment income and is allocated monthly. The stock portion earns dividends that may be paid on the first day of the third month of each calendar quarter (i.e., March, June, September and December). You have the option of reinvesting your quarterly dividends in the BB&T Common Stock Fund or receiving a quarterly dividend check. See Investing in the BB&T Common Stock Fund section for more detailed information. GAINS/LOSSES Gains/losses occur when there are daily market fluctuations in the price of the fund you hold. For example, a fund may be worth $30 per unit on December 31 and $32 per unit on March 31. In this case, you would see an increase in your earnings due to a gain. However, if the price went down, you would see a negative earnings amount and a decrease in your balance. The Federated Treasury Obligations Fund and the BB&T BIC are designed not to have gains or losses. 26

29 INVESTMENT HIGHLIGHTS Investing in the BB&T Common Stock Fund UNIT ACCOUNTING We account for your investment in the BB&T Common Stock Fund using the unit accounting method. Unit Accounting means that, for recordkeeping purposes, the Stock Fund is accounted for in units rather than shares and cash; therefore, your individual account balance is expressed in units as well. By doing this, we give fund participants a significant advantage: we are able to trade BB&T stock without the normal three-day settlement period. This allows a participant to call the Benefits Phone or access the website and transfer balances to or from the BB&T Common Stock Fund daily. By design, the number of units you own in the stock Fund is not equal to the number of BB&T shares you own. Similarly, the unit price does not equal the actual price of a single share of BB&T stock. When you get account information using the BB&T Benefits Phone ( ) or the BB&T website (bbandt.com/plantrac), you will be given your balance in dollars and units, not actual BB&T shares. To approximate the number of BB&T shares you own, take the total value of your account and divide it by the price of one share of BB&T stock on the same day. (BB&T stock is traded on the NYSE under the symbol BBT.) QUARTERLY STATEMENTS On your quarterly statements, you will see your account expressed in equivalent shares of BB&T stock and units. You will be shown (in dollars) your beginning balance, contributions, withdrawals, transfers, earnings and gains/losses, and ending balance. We will also report to you your calculated share equivalent, cost basis, dividends paid, and net asset value (NAV). The NAV reported on your statement is the closing price of one share of BB&T stock on the last day of the quarter. Your share equivalent is calculated by taking your ending balance and dividing it by the NAV. Finally, we report to you the cost basis of your account. The cost basis is simply the total of all the purchases of stock bought at different times for different prices. Cost basis could be important when you receive a distribution from the Plan. EMPLOYEE STOCK OWNERSHIP PLAN The Company Stock portion of the BB&T 401(k) Savings Plan is considered an Employee Stock Ownership Plan (ESOP). If you are an investor in the BB&T Common Stock Fund, you may elect to have your quarterly dividends reinvested in the BB&T Common Stock Fund or paid in cash. If you choose to receive a cash payment, that amount will be considered taxable income. Dividends paid to you in cash are not eligible for the favorable tax treatment as outlined in the Tax Relief Act of A change in the dividend election can be made at any time. If you are a new associate, your dividends will automatically be reinvested. In order to elect the Paid in Cash option, you will need to call the Benefits Phone at or access the website at bbandt.com/plantrac and make your selection. 27

30 BB&T CORPORATION 401(K) SAVINGS PLAN NOTICE REGARDING QUALIFIED DEFAULT INVESTMENT ALTERNATIVE When an employee satisfies the eligibility requirements of BB&T Corporation 401(k) Savings Plan ( Plan ), he or she is entitled to participate in the Plan. Under the Plan, employees direct their own Plan investments. The Plan offers participants and beneficiaries the opportunity to invest in a broad range of investment alternatives, sufficient to permit investment in a diversified portfolio. You have the right to choose from among these alternatives. To secure information about these options: Please contact your Plan Administrator Log on to the BB&T Website ( If you do not affirmatively make an investment election, the Plan provides for your contributions and other money in your Plan Account to be invested in what is known as a Qualified Default Investment Alternative. You (or your beneficiaries) have the right to direct investments out of the Qualified Default Investment Alternatives with the same frequency available for our Plan investments (but no less frequently than quarterly). BB&T Corporation 401(k) Savings Plan permits investment direction daily. If you transfer funds from the Qualified Default Investment Alternative, the following fees, expenses, and/or restrictions may apply: There may be a redemption fee on any shares that are transferred or exchanged out of the fund before the applicable holding period. Read the fund s prospectus for more information. Information Regarding the Qualified Default Investment Fund As of November 1, 2013, the Qualified Default Investment Alternative is the fund(s) indicated below. Investment Name (Ticker) Retirement Date Ranges % to be Invested T. Rowe Price Retirement Income Fund (TRRIX) Retirement Income 100% T. Rowe Price Retirement 2010 Fund (TRRAX) % T. Rowe Price Retirement 2015 Fund (TRRGX) % T. Rowe Price Retirement 2020 Fund (TRRBX) % T. Rowe Price Retirement 2025 Fund (TRRHX) % T. Rowe Price Retirement 2030 Fund (TRRCX) % T. Rowe Price Retirement 2035 Fund (TRRJX) % T. Rowe Price Retirement 2040 Fund (TRRDX) % T. Rowe Price Retirement 2045 Fund (TRRKX) % T. Rowe Price Retirement 2050 Fund (TRRMX) % T. Rowe Price Retirement 2055 Fund (TRRNX) % The qualified default investment alternative is a target maturity fund. This investment seeks varying degrees of long-term appreciation and capital preservation through a mix of equity and fixed-income investments available through the Plan. Allocations, which will change over time, are based on the participant s target retirement date and generally become more conservative (i.e., decreasing risk of losses) with increasing age. The fund is managed by T. Rowe Price Group, Inc. See the fund s prospectus for more information. Primary Risks The qualified default investment is subject to several stock and bond market risks, any of which could cause an investor to lose money. However, because bonds and short-term investments usually are less volatile than stocks, and because a significant portion of the qualified default investment s assets may be in bonds and short-term investments, the overall level of risk should be low to moderate. Where assets are substantially allocated to bonds and money market instruments, an investment is primarily subject to the following risks: interest rate risk, which is the chance that bond prices overall will decline because of rising interest rates; income risk, which is the chance that an underlying fund s income will decline because of falling interest rates; credit risk, which is the chance that the issuer of a security will fail to pay interest and principal in a timely manner, or that negative perceptions of the issuer s ability to make such payments will cause the price of that security to decline, thus reducing the underlying fund s return; and call risk, which is the chance that during periods of falling interest rates, issuers of callable bonds may call (repay) securities with higher coupons or interest rates before their maturity dates. An underlying fund would then lose potential price appreciation and would be forced to reinvest the unanticipated proceeds at lower interest rate, resulting in a decline in the fund s income. For mortgage-backed securities, this risk is known as prepayment risk. Because a significant portion of the qualified default investment s assets is allocated to Equity Funds, the default investment is also subject to stock market risk, which is the chance that stock prices overall will decline. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. The default investment may also be subject to the following risks associated with investments in foreign stocks: currency risk, which is the chance that the value of a foreign investment, measured in U.S. Dollars, will decrease because of unfavorable changes in currency exchange rates; country risk, which is the chance that domestic events such as political upheaval, financial troubles or natural disasters will weaken a country s securities markets; and regional risk, which is the chance that an entire region for example, the European or Pacific region will be hurt by political upheaval, financial troubles, or natural disasters. The default investment is also subject to manager risk, which is the chance that poor security selection will cause one or more of the underlying funds and, thus, the investment itself, to underperform relevant benchmarks or other investments with a similar investment objective. The funds are also subject to asset allocation risk, which is the chance that the selections or underlying investments and the allocation of assets to those investments will cause the investment to underperform other funds with a similar investment objective. 28

31 Fees and Expenses Fund performance may be affected by underlying fees and expenses that may include management fees, 12b-1 fees, and transaction fee. Please visit the fund website for additional investment information. More detailed information is available in the prospectus for the T. Rowe Price Retirement Funds, which you can obtain by calling or logging onto Important Information about Fees and Expenses. T. Rowe Price Retirement Income Fund Website: Management Fee: 0.00% Prospectus Gross Expense Ratio 0.57% 12b-1 Fee: 0.00% Other Expenses: N/A Transaction Fee: N/A Redemption Fee: N/A Sales Charge: N/A Deferred Sales Charge: N/A T. Rowe Price Retirement 2010 Fund Website: Management Fee: 0.00% Prospectus Gross Expense Ratio 0.60% 12b-1 Fee: 0.00% Other Expenses: N/A Transaction Fee: N/A Redemption Fee: N/A Sales Charge: N/A Deferred Sales Charge: N/A T. Rowe Price Retirement 2015 Fund Website: Management Fee: 0.00% Prospectus Gross Expense Ratio 0.65%: 12b-1 Fee: 0.00% Other Expenses: N/A Transaction Fee: N/A Redemption Fee: N/A Sales Charge: N/A Deferred Sales Charge: N/A T. Rowe Price Retirement 2020 Fund Website: Management Fee: 0.00% Prospectus Gross Expense Ratio 0.69% 12b-1 Fee: 0.00% Other Expenses: N/A Transaction Fee: N/A Redemption Fee: N/A Sales Charge: N/A Deferred Sales Charge: N/A T. Rowe Price Retirement 2025 Fund Website: Management Fee: 0.00% Prospectus Gross Expense Ratio 0.72% 12b-1 Fee: 0.00% Other Expenses: N/A Transaction Fee: N/A Redemption Fee: N/A Sales Charge: N/A Deferred Sales Charge: N/A T. Rowe Price Retirement 2030 Fund Website: Management Fee: 0.00% Prospectus Gross Expense Ratio 0.75% 12b-1 Fee: 0.00% Other Expenses: N/A Transaction Fee: N/A Redemption Fee: N/A Sales Charge: N/A Deferred Sales Charge: N/A T. Rowe Price Retirement 2035 Fund Website: Management Fee: 0.00% Prospectus Gross Expense Ratio 0.77% 12b-1 Fee: 0.00% Other Expenses: N/A Transaction Fee: N/A Redemption Fee: N/A Sales Charge: N/A Deferred Sales Charge: N/A T. Rowe Price Retirement 2040 Fund Website: Management Fee: 0.00% Prospectus Gross Expense Ratio 0.78% 12b-1 Fee: 0.00% Other Expenses: N/A Transaction Fee: N/A Redemption Fee: N/A Sales Charge: N/A Deferred Sales Charge: N/A T. Rowe Price Retirement 2045 Fund Website: Management Fee: 0.00% Prospectus Gross Expense Ratio 0.78% 12b-1 Fee: 0.00% Other Expenses: N/A Transaction Fee: N/A Redemption Fee: N/A Sales Charge: N/A Deferred Sales Charge: N/A T. Rowe Price Retirement 2050 Fund Website: Management Fee: 0.00% Prospectus Gross Expense Ratio 0.78% 12b-1 Fee: 0.00% Other Expenses: N/A Transaction Fee: N/A Redemption Fee: N/A Sales Charge: N/A Deferred Sales Charge: N/A T. Rowe Price Retirement 2055 Fund Website: Prospectus Gross Expense Ratio 0.78% Management Fee: 0.00% 12b-1 Fee: 0.00% Other Expenses: N/A Transaction Fee: N/A Redemption Fee: N/A Sales Charge: N/A Deferred Sales Charge: N/A Fee/Expense Definitions Management fee: The management fee is the cost of the day to day operation and management of the fund. Redemption fee: The redemption fee is an amount charged when money is withdrawn from the fund. The amount of a redemption fee is generally relative to the amount of time that the investment was held, so that longer held investments incur smaller rates of charge. Transaction fee: The costs incurred when buying or selling securities. These include brokers' commissions and spreads (the difference between the price the dealer paid for a security and the price at which it can be sold). Front end sales charge: A onetime deduction from an investment made into the fund. The amount is generally relative to the amount of the investment, so that larger investments incur smaller rates of charge. Deferred sales charge: Imposed when investors redeem shares. The percentage charged generally declines the longer shares are held, and it is usually applied to the lower of the beginning price or ending price. Please share this information with employees in your area that do not have access to Outlook. This message contains information that is intended for employees eligible 29 to participate in the BB&T Corporation 401(k) Savings Plan. If this message does not apply to you or your area of responsibility, please delete it.

32 Federated Treasury Obligations Fund (I) The Fund seeks to provide current income consistent with stability of principal. The Fund invests primarily in a portfolio of short term U.S. Treasury securities. These investments include repurchase agreements collateralized fully by U.S. Treasury securities. Characteristics Asset Class... CASH/STABLE VALUE Category... Money Market Taxable Ticker... TOIXX Fund Inception... 02/23/1990 Fund Manager... Management Team Manager Tenure (yrs.) Turnover (%)... N/A 7 day yield % Bond Sector (as of 12/31/2013) Cash & Equivalents % Government % Fund investments change daily and may differ. Asset Allocation Cash % Domestic Bond % Fee Summary Total Annual Operating Expenses (01/31/2014) % Total Annual Operating Expenses (per $1,000)... $2.90 Net Expense Ratio % Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 0.00% 0.01% 0.01% 0.02% 1.52% Benchmark* 0.01% 0.04% 0.04% 0.07% 1.49% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund 1.14% 3.01% 4.85% 4.83% 1.63% 0.10% 0.02% 0.01% 0.01% 0.01% Benchmark* 1.17% 2.94% 4.76% 4.51% 1.50% 0.11% 0.13% 0.03% 0.06% 0.06% * The Morningstar Cash Index includes Treasury bills with six to eight weeks until maturity. You cannot invest in an index. Investors may obtain performance current to the most recent month end at federatedinvestors.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at federatedinvestors.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 30

33 BB&T Associate Insured Deposit Account March 2014 Description Investment Characteristics (as of 3/3/2014) Total Net Assets ($MIL): $253.3 Net Asset Value: $1.00 Current Interest Rate: 0.60%* Yield: 0.602% * The interest rate on the BB&T Associate Insured Deposit Account is determined by taking the rate on a one-year constant maturity U.S. Treasury note and adding 50 basis points. The interest rate is fixed for the current month only. Assets in the BB&T Associate Insured Deposit Account are held in a business savings deposit account. The BB&T Associate Insured Deposit Account seeks to provide stability of principal and a fixed rate of return for a specific period of time. Contributions, withdrawals, or transfers into or out of this investment can be made on any bank business day without penalty. The interest rate is fixed for one month only. The March 2014 interest rate was determined by adding 50 basis points to the rate on a one-year constant maturity U.S. Treasury note effective January 31, Interest is compounded daily. The investment may be appropriate for investors who want to avoid the risk of fluctuations in the stock market and who seek to preserve capital. Investors should be willing to forgo potentially higher returns in exchange for lower risk. Like other bank deposits, investments in the BB&T Associated Insured Deposit Account are insured by the Federal Deposit Insurance Corporation (FDIC) up to the limits allowed by law. Potential Risk LOW BB&T Associate Insured Deposit Account HIGH T-Bill Lehman Aggregate EAFE Index S&P 500 Russell 2000 The BB&T Associate Insured Deposit Account generally assumes more risk than a Money Market Fund and less risk than a Bond Fund. Although the BB&T Associate Insured Deposit Account provides a guaranteed rate of return for one month, investing in a business savings account is subject to risk, including reinvestment rate risk. This risk is associated with the fluctuation of interest rates. Each month, the rate of return could potentially be lower than the previous month. On the other hand, if interest rates rise, the guaranteed rate of return could possibly be higher for the next one-month period. Source of data: BB&T. Branch Banking and Trust Company is a Member FDIC. Only deposit products are FDIC insured. Copyright 2012, Branch Banking and Trust Company. All Rights Reserved. Securities and other investments held in investment management or investment advisory accounts are not deposits or other obligations of BB&T Corporation, Branch Banking and Trust Company or any other bank or savings institution, are not guaranteed by Branch Banking and Trust Company or any other bank, are not insured by the FDIC or any other government agency, and are subject to investment risk, including possible loss of principal invested. 31

34 Morley Capital Stable Value Fund (25) The Fund seeks a high level of income with relative safety of principal by investing in high quality guaranteed investment contracts issued by major insurance companies. Characteristics Asset Class... CASH/STABLE VALUE Category... Stable Value Ticker... N/A Fund Inception... 12/02/1993 Fund Manager... Morley Capital Management Manager Tenure (yrs.)... N/A Turnover (%) % Bond Sector (as of 02/28/2014) U.S. Government % Credit % Mortgage Backed Securities % Asset Backed Securities % CMBS % GIC % Cash % Fund investments change daily and may differ. Asset Allocation Synthetic Investment 61.60% Contracts... Separate Account Contracts % GIC % Cash % Fee Summary Total Annual Operating Expenses (03/31/2014) % Total Annual Operating Expenses (per $1,000)... $5.60 Net Expense Ratio... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 0.22% 0.97% 1.37% 1.77% 2.88% Benchmark* 0.01% 0.04% 0.04% 0.07% 1.49% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund 3.66% 3.88% 4.13% 4.40% 4.21% 2.41% 2.40% 2.11% 1.36% 1.02% Benchmark* 1.17% 2.94% 4.76% 4.51% 1.50% 0.11% 0.13% 0.03% 0.06% 0.06% * The Morningstar Cash Index includes Treasury bills with six to eight weeks until maturity. You cannot invest in an index. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. An investment in a stable value fund is neither insured nor guaranteed by the U.S. government. There is no assurance that the fund will be able to maintain a stable net asset value and it is possible to lose money by investing in the fund. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans and their participants only. The information is taken from sources believed to be reliable, but is not guaranteed as to completeness or accuracy. Source of data: Morley Financial Services. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 32

35 Sterling Capital Total Return Bond Fund (I) The Fund seeks a high level of current income and a competitive total return. The Fund normally invests primarily in a diversified portfolio of bonds, including: securities issued or guaranteed by the U.S. government, its agencies or instrumentalities, corporate bonds, and asset backed, mortgage backed, municipal, and convertible securities. Quality High Mid Low Characteristics Asset Class... BOND Category... Intermediate Term Bond Ticker... BIBTX Fund Inception... 12/01/1999 Fund Manager... Mark Montgomery Manager Tenure (yrs.) Turnover (%)... N/A Total Net Assets ($mil.)... $ day Yield (%) % Duration Bond Sector (as of 02/28/2014) Corporate Bond % Agency Mortgage Backed % Non Agency Mortgage Backed % Commercial Mortgage Backed % Municipal Taxable % Asset Backed % Government % Cash & Equivalents % Preferred Stock % Fund investments change daily and may differ. Short Inter. Long Asset Allocation Domestic Bond % Foreign Bond % Preferreds % Cash % Foreign Stock % Fee Summary Total Annual Operating Expenses (02/01/2014) % Total Annual Operating Expenses (per $1,000)... $5.90 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 2.41% 1.10% 4.41% 6.58% 4.94% Benchmark* 1.25% 0.69% 4.10% 4.84% 4.53% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund 4.01% 1.80% 4.32% 6.31% 2.54% 11.70% 7.98% 6.73% 6.14% 0.97% Benchmark* 3.84% 0.89% 4.18% 8.51% 6.87% 4.41% 7.45% 8.02% 5.13% 1.53% * The Morningstar Intermediate US Govt./Corp. Bond Index is an unmanaged index of U.S. government and corporate bonds with maturities between four and seven years. You cannot invest in an index. Investors may obtain performance current to the most recent month end at sterlingcapitalfunds.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. Bond funds contain interest rate risk, the risk of issuer default, and inflation risk. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at sterlingcapitalfunds.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 33

36 Sterling Capital Equity Income Fund (I) The Fund seeks capital growth and current income. The Fund normally invests primarily in dividend paying equity securities, particularly common stocks of companies with a history of increasing dividend rates. The Fund may also invest in U.S. traded common stocks of foreign companies, including American Depositary Receipts. Market Cap Large Mid Small Characteristics Asset Class... STOCK Category... Large Value Ticker... BEGIX Fund Inception... 06/30/2004 Fund Manager... George Shipp Manager Tenure (yrs.) Turnover (%)... N/A Total Net Assets ($mil.)... $2, Avg. Market Cap ($mil.)... $58, No. of Securities Largest Holdings (as of 02/28/2014) Time Warner Cable % Qualcomm % Spectra Energy % Baxter International % Ensco PLC % Occidental Petroleum % Unilever PLC ADR % Mattel % Target % Rogers Communications % Fund investments change daily and may differ. Value Blend Growth Asset Allocation Domestic Stock % Foreign Stock % Cash % Fee Summary Total Annual Operating Expenses (02/01/2014) % Total Annual Operating Expenses (per $1,000)... $9.70 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year Since Fund Inception Fund 0.16% 11.60% 12.21% 18.27% 10.66% Benchmark* 1.97% 18.72% 12.13% 18.13% 6.43% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund N/A 11.01% 22.18% 9.82% 25.73% 23.29% 16.34% 8.19% 10.17% 24.08% Benchmark* 14.05% 7.05% 25.78% 0.43% 36.11% 11.38% 14.69% 2.23% 12.89% 28.92% * The Morningstar Large Cap Value Index is an unmanaged index of large cap stocks with relatively low prices given anticipated earnings potential. You cannot invest in an index. Investors may obtain performance current to the most recent month end at sterlingcapitalfunds.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at sterlingcapitalfunds.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 34

37 Sterling Cap. Large Cap Value Divers Fund (I) The Fund seeks capital growth, current income or both. The Fund normally invests primarily in equity securities of domestically traded U.S. and foreign large cap companies similar in size to those included in the S&P 500 Index. The Fund selects stocks believed to be undervalued and/or have favorable growth potential. Market Cap Large Mid Small Characteristics Asset Class... STOCK Category... Large Blend Ticker... BBISX Fund Inception... 10/09/1992 Fund Manager... Bridges/Weller Manager Tenure (yrs.) Turnover (%)... N/A Total Net Assets ($mil.)... $ Avg. Market Cap ($mil.)... $30, No. of Securities Largest Holdings (as of 02/28/2014) Wells Fargo % Pfizer % Hewlett Packard % Occidental Petroleum % Raytheon % General Dynamics % Duke Energy % Capital One Financial % Micron Technology % Delta Air Lines % Fund investments change daily and may differ. Value Blend Growth Asset Allocation Domestic Stock % Cash % Foreign Stock % Fee Summary Total Annual Operating Expenses (02/01/2014) % Total Annual Operating Expenses (per $1,000)... $9.50 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 5.10% 24.73% 12.07% 17.48% 5.30% Benchmark* 1.64% 21.57% 14.77% 20.29% 7.30% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund 12.56% 7.71% 21.46% 5.97% 37.14% 19.35% 11.69% 3.73% 14.52% 27.01% Benchmark* 9.54% 4.87% 15.91% 6.69% 36.21% 24.76% 13.44% 2.61% 16.02% 31.81% * The Morningstar Large Cap Index is an unmanaged index of U.S. large cap stocks. You cannot invest in an index. Investors may obtain performance current to the most recent month end at sterlingcapitalfunds.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at sterlingcapitalfunds.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 35

38 Vanguard Institutional Index Fund (I) The Fund seeks to track the performance of the Standard & Poor's 500 Index, a widely recognized benchmark of U.S. stock market performance, dominated by stocks of large U.S. companies. The Fund invests all, or substantially all, of its assets in the stocks that make up the Index in approximately the same proportion as its weighting in the Index. Market Cap Large Mid Small Characteristics Asset Class... STOCK Category... Large Blend Ticker... VINIX Fund Inception... 07/31/1990 Fund Manager... Donald Butler Manager Tenure (yrs.) Turnover (%) % Total Net Assets ($mil.)... $166, Avg. Market Cap ($mil.)... $66, No. of Securities Largest Holdings (as of 02/28/2014) Apple % Exxon Mobil Corporation % Google % Microsoft % Johnson & Johnson % General Electric % Wells Fargo % Chevron % Procter & Gamble % JP Morgan Chase % Fund investments change daily and may differ. Value Blend Growth Asset Allocation Domestic Stock % Foreign Stock % Cash % Fee Summary Total Annual Operating Expenses (03/28/2013) % Total Annual Operating Expenses (per $1,000)... $0.40 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 1.79% 21.81% 14.63% 21.15% 7.42% Benchmark* 1.64% 21.57% 14.77% 20.29% 7.30% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund 10.86% 4.91% 15.78% 5.47% 36.95% 26.63% 15.05% 2.09% 15.98% 32.35% Benchmark* 9.54% 4.87% 15.91% 6.69% 36.21% 24.76% 13.44% 2.61% 16.02% 31.81% * The Morningstar Large Cap Index is an unmanaged index of U.S. large cap stocks. You cannot invest in an index. Investors may obtain performance current to the most recent month end at vanguard.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at vanguard.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 36

39 Fidelity Contrafund The Fund seeks capital appreciation. The Fund normally invests primarily in common stocks of domestic and foreign companies, investing in either "growth" stocks or "value" stocks or both, whose value is believed to not be fully recognized by the public. Market Cap Large Mid Small Characteristics Asset Class... STOCK Category... Large Growth Ticker... FCNTX Fund Inception... 05/17/1967 Fund Manager... William Danoff Manager Tenure (yrs.) Turnover (%) % Total Net Assets ($mil.)... $108, Avg. Market Cap ($mil.)... $63, No. of Securities Largest Holdings (as of 02/28/2014) Google % Berkshire Hathaway % Wells Fargo % Biogen Idec % Apple % Facebook % Amazon.com % Noble Energy % TJX Companies % Visa Inc. Class % Fund investments change daily and may differ. Value Blend Growth Asset Allocation Domestic Stock % Foreign Stock % Cash % Preferreds % Domestic Bond % Convertibles % Fee Summary Total Annual Operating Expenses (03/01/2014) % Total Annual Operating Expenses (per $1,000)... $6.70 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 0.47% 23.45% 14.25% 20.37% 9.85% Benchmark* 0.08% 23.39% 15.07% 20.86% 6.43% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund 15.07% 16.23% 11.54% 19.78% 37.16% 29.23% 16.93% 0.14% 16.26% 34.15% Benchmark* 0.19% 3.43% 5.68% 12.34% 41.87% 44.37% 12.91% 1.56% 17.98% 32.46% * The Morningstar Large Cap Growth Index is an unmanaged index of large cap stocks with earnings that are expected to grow faster than the market average. You cannot invest in an index. Investors may obtain performance current to the most recent month end at fidelity.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at fidelity.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 37

40 Sterling Capital Special Opportun. Fund (I) The Fund seeks long term capital appreciation. The Fund normally invests primarily in domestically traded U.S. and foreign common stocks of all sizes, as well as targeting both value and growth oriented companies. Market Cap Large Mid Small Characteristics Asset Class... STOCK Category... Large Growth Ticker... BOPIX Fund Inception... 06/02/2003 Fund Manager... George Shipp Manager Tenure (yrs.) Turnover (%)... N/A Total Net Assets ($mil.)... $ Avg. Market Cap ($mil.)... $26, No. of Securities Largest Holdings (as of 02/28/2014) Check Point Software Technologies % Comcast % ebay % UnitedHealth Group % Directv % Myriad Genetics % Halliburton % Intuit % Akamai Technologies % Apple % Fund investments change daily and may differ. Value Blend Growth Asset Allocation Domestic Stock % Cash % Other % Fee Summary Total Annual Operating Expenses (02/01/2014) % Total Annual Operating Expenses (per $1,000)... $9.90 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 6.07% 24.35% 12.78% 19.16% 10.66% Benchmark* 0.08% 23.39% 15.07% 20.86% 6.43% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund 27.78% 4.10% 21.74% 14.11% 32.15% 38.49% 13.58% 3.71% 15.63% 27.27% Benchmark* 0.19% 3.43% 5.68% 12.34% 41.87% 44.37% 12.91% 1.56% 17.98% 32.46% * The Morningstar Large Cap Growth Index is an unmanaged index of large cap stocks with earnings that are expected to grow faster than the market average. You cannot invest in an index. Investors may obtain performance current to the most recent month end at sterlingcapitalfunds.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at sterlingcapitalfunds.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 38

41 Sterling Capital Mid Value Fund (I) The Fund seeks long term growth of capital. The Fund normally invests primarily in domestically traded U.S. and foreign common stocks of mid cap companies. The Fund attempts to diversify across different economic sectors, selecting those stocks believed to be undervalued. Market Cap Large Mid Small Characteristics Asset Class... STOCK Category... Mid Cap Value Ticker... OVEIX Fund Inception... 08/01/1996 Fund Manager... Timothy Beyer Manager Tenure (yrs.) Turnover (%)... N/A Total Net Assets ($mil.)... $ Avg. Market Cap ($mil.)... $6, No. of Securities Largest Holdings (as of 02/28/2014) Omnicom Group % Markel % E*Trade Financial % Willis Group Holdings % Global Payments % Leucadia National % Kohl's % Viacom % Interpublic Group of Companies % Endurance Specialty Holdings % Fund investments change daily and may differ. Value Blend Growth Asset Allocation Domestic Stock % Cash % Fee Summary Total Annual Operating Expenses (02/01/2014) % Total Annual Operating Expenses (per $1,000)... $9.30 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 0.10% 25.37% 12.95% 23.80% 10.00% Benchmark* 3.74% 27.69% 16.30% 27.31% 10.03% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund 19.69% 11.44% 19.88% 2.25% 33.02% 37.90% 20.31% 3.46% 12.31% 45.80% Benchmark* 24.30% 11.54% 18.81% 5.52% 35.95% 36.05% 20.61% 2.60% 17.58% 42.18% * The Morningstar Mid Cap Value Index is an unmanaged index of mid cap stocks with relatively low prices given anticipated earnings potential. You cannot invest in an index. Investors may obtain performance current to the most recent month end at sterlingcapitalfunds.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. Prices of mid cap stocks often fluctuate more than those of large company stocks. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at sterlingcapitalfunds.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 39

42 T. Rowe Price Mid Cap Growth Fund The Fund seeks to provide long term capital appreciation. The Fund will normally invest primarily in a diversified portfolio of common stocks of mid cap companies whose earnings are expected to grow at a faster rate than the average company. Market Cap Large Mid Small Characteristics Asset Class... STOCK Category... Mid Cap Growth Ticker... RPMGX Fund Inception... 06/30/1992 Fund Manager... Brian Berghuis Manager Tenure (yrs.) Turnover (%) % Total Net Assets ($mil.)... $23, Avg. Market Cap ($mil.)... $8, No. of Securities Largest Holdings (as of 12/31/2013) Fiserv % IHS % Textron % CarMax % Idex % Pall % EQT % Fidelity National Financial % Red Hat % DENTSPLY International % Fund investments change daily and may differ. Value Blend Growth Asset Allocation Domestic Stock % Cash % Foreign Stock % Other % Fee Summary Total Annual Operating Expenses (03/01/2014) % Total Annual Operating Expenses (per $1,000)... $8.00 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 2.84% 25.81% 13.38% 24.45% 11.39% Benchmark* 1.85% 23.21% 12.03% 23.90% 9.86% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund 18.39% 14.82% 6.79% 17.65% 39.69% 45.44% 28.06% 1.21% 13.91% 36.89% Benchmark* 15.45% 16.27% 9.63% 19.70% 46.28% 42.05% 27.67% 2.29% 15.82% 34.07% * The Morningstar Mid Cap Growth Index is an unmanaged index of mid cap stocks with earnings that are expected to grow faster than the market average. You cannot invest in an index. Investors may obtain performance current to the most recent month end at troweprice.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. Prices of mid cap stocks often fluctuate more than those of large company stocks. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at troweprice.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 40

43 Sterling Capital Small Cap Val Div Fund (I) The Fund seeks maximum long term total return consistent with reasonable risk to principal. The Fund normally invests primarily in domestically traded U.S. and foreign small cap common stocks that are considered to be undervalued. Market Cap Large Mid Small Characteristics Asset Class... STOCK Category... Small Value Ticker... SPSCX Fund Inception... 01/02/1997 Fund Manager... Bridges/Weller Manager Tenure (yrs.) Turnover (%)... N/A Total Net Assets ($mil.)... $ Avg. Market Cap ($mil.)... $1, No. of Securities Largest Holdings (as of 02/28/2014) ishares Russell 2000 Value % CNO Financial Group % Live Nation Entertainment % Idacorp % Webster Financial % Ambac Financial Group % Southwest Gas % Dynegy % Exterran Holdings % PNM Resources % Fund investments change daily and may differ. Value Blend Growth Asset Allocation Domestic Stock % Cash % Foreign Stock % Fee Summary Total Annual Operating Expenses (02/01/2014) % Total Annual Operating Expenses (per $1,000)... $10.30 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 1.89% 24.90% 10.31% 25.34% 8.89% Benchmark* 3.12% 21.92% 15.05% 28.83% 10.26% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund 21.72% 2.00% 20.45% 12.50% 32.63% 54.51% 26.10% 9.00% 12.47% 38.24% Benchmark* 24.03% 5.12% 20.03% 8.15% 31.67% 40.28% 25.96% 1.84% 18.30% 35.71% * The Morningstar Small Cap Value Index is an unmanaged index of small cap stocks with relatively low prices given anticipated earnings potential. You cannot invest in an index. Investors may obtain performance current to the most recent month end at sterlingcapitalfunds.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. Prices of small cap stocks often fluctuate more than those of large company stocks. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at sterlingcapitalfunds.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 41

44 Harbor International Fund (I) The Fund seeks long term total return, principally from growth of capital. The Fund invests primarily in common and preferred stocks of foreign companies, including those located in emerging market countries, and generally have market capitalizations in excess of $1 billion at the time of purchase. Market Cap Large Mid Small Characteristics Asset Class... STOCK Category... Foreign Large Blend Ticker... HAINX Fund Inception... 12/29/1987 Fund Manager... Team Management Manager Tenure (yrs.) Turnover (%) % Total Net Assets ($mil.)... $50, Avg. Market Cap ($mil.)... $51, No. of Securities Region (as of 12/31/2013) Europe % United Kingdom % Japan % Asia ex Japan % United States % Latin America % Canada % Fund investments change daily and may differ. Value Blend Growth Asset Allocation Foreign Stock % Cash % Domestic Stock % Other % Preferreds % Fee Summary Total Annual Operating Expenses (03/01/2014) % Total Annual Operating Expenses (per $1,000)... $7.60 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 1.03% 15.62% 6.80% 18.29% 9.61% Benchmark* 1.30% 17.51% 7.10% 16.99% 7.20% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund 17.97% 20.84% 32.69% 21.82% 42.66% 38.57% 11.98% 11.13% 20.87% 16.84% Benchmark* 21.74% 15.29% 25.12% 12.11% 43.42% 35.16% 11.19% 11.99% 17.36% 21.97% * The Morningstar Developed Markets ex US Index is an unmanaged index that tracks performance of highly investable, liquid stocks of developed markets, excluding the U.S. You cannot invest in an index. Investors may obtain performance current to the most recent month end at harborfunds.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. Foreign investing involves additional risks, including currency fluctuations and political uncertainty. These risks are magnified for stocks of companies in emerging markets. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at harborfunds.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 42

45 Vanguard Total Intl. Stock Index Fund (I) The Fund seeks to track the FTSE Global All Cap ex US Index, designed to measure the equity market performance of companies located in developed and emerging markets, excluding the U.S. The Fund invests all, or substantially all, of its assets in the common stocks included in the Index. Market Cap Large Mid Small Characteristics Asset Class... STOCK Category... Foreign Large Blend Ticker... VTSNX Fund Inception... 04/29/1996 Share Class Inception... 11/29/2010 Fund Manager... Michael Perre Manager Tenure (yrs.) Turnover (%) % Total Net Assets ($mil.)... $120, Avg. Market Cap ($mil.)... $21, No. of Securities Region (as of 02/28/2014) Europe % Asia ex Japan % United Kingdom % Japan % Canada % Australia & New Zealand % Latin America % Africa % Mideast % United States % Fund investments change daily and may differ. Value Blend Growth Asset Allocation Foreign Stock % Other % Preferreds % Cash % Domestic Stock % Fee Summary Total Annual Operating Expenses (02/27/2014) % Total Annual Operating Expenses (per $1,000)... $1.20 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 0.81% 12.81% 4.45% 15.43% 6.89% Benchmark* 1.30% 17.51% 7.10% 16.99% 7.20% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund 20.84% 15.57% 26.64% 15.52% 44.10% 36.73% 11.09% 14.51% 18.28% 15.15% Benchmark* 21.74% 15.29% 25.12% 12.11% 43.42% 35.16% 11.19% 11.99% 17.36% 21.97% * The Morningstar Developed Markets ex US Index is an unmanaged index that tracks performance of highly investable, liquid stocks of developed markets, excluding the U.S. You cannot invest in an index. Returns for periods prior to share class inception are hypothetical returns from an older share class and have been restated to reflect any expense differences between the share classes. Investors may obtain performance current to the most recent month end at vanguard.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. Foreign investing involves additional risks, including currency fluctuations and political uncertainty. These risks are magnified for stocks of companies in emerging markets. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at vanguard.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 43

46 BB&T Common Stock Fund March 31, 2014 STYLE VALUE BLEND GROWTH LARGE MID SMALL MARKET CAP Description The BB&T Common Stock Fund seeks to provide investment growth over the long term with dividend income. The Fund may be appropriate for investors with a long-term investment horizon. Stocks require a long investment period because their higher historical returns relative to other types of investments have been accompanied by greater price fluctuations. Yearly Total Returns as of March 31, st Quarter % 1 Year 31.43% 5 Year 22.37% 10 Year 5.11% Portfolio Characteristics as of March 31, 2014 Total Net Assets ($ MIL): $ Net Unit Value: $ BB&T Corporation (NYSE: BBT) is one of the largest financial services holding companies in the U.S. with $184.7 billion in assets and market capitalization of $28.9 billion, as of March 31, Based in Winston- Salem, N.C., the company operates approximately 1,824 financial centers in 12 states and Washington, D.C., and offers a full range of consumer and commercial banking, securities brokerage, asset management, mortgage and insurance products and services. A Fortune 500 company, BB&T is consistently recognized for outstanding client satisfaction by J.D. Power and Associates, the U.S. Small Business Administration, Greenwich Associates and others. BB&T's banking subsidiaries are organized as a group of community banks, each with a regional president, which allows decisions to be made locally, close to the client. This also makes BB&T's client service more responsive, reliable and empathetic. More information about BB&T and its full line of products and services is available at Potential Risk Investing in the BB&T Common Stock Fund presents a potentially higher risk due to limited diversification, but with potentially greater return. This historical information represents past performance and should not be considered indicative of future results. Principle value and investment return will fluctuate, so that an investor s shares/units when redeemed may be worth more or less than the original amount. NAV Total Returns are calculated based on the Net Asset Value of the mutual fund including reinvesting of dividends and capital gains. This document (or specifically designated portions of the document) constitutes part of a prospectus covering securities that have been registered under the Securities Act of This information is taken from sources believed to be reliable, but is not guaranteed as to completeness or accuracy. Source of data: BB&T 44

47 T. Rowe Price Retirement Income Fund The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income. The Fund invests in a diversified portfolio of other T. Rowe Price funds, with an allocation consisting of about 40% stock funds and 60% bond funds. Characteristics Asset Class... BLENDED Category... Retirement Income Ticker... TRRIX Fund Inception... 09/30/2002 Fund Manager... Jerome Clark Manager Tenure (yrs.) Turnover (%) % Total Net Assets ($mil.)... $3, Avg. Market Cap ($mil.)... $35, No. of Securities Largest Holdings (as of 12/31/2013) T. Rowe Price Inflation Focused Bond % T. Rowe Price Equity Index % T. Rowe Price New Income % T. Rowe Price High Yield % T. Rowe Price Intl Gr & Income % T. Rowe Price Overseas Stock % T. Rowe Price International Stock Fd % T. Rowe Price Emerging Markets Bond % T. Rowe Price International Bond % T. Rowe Price Emerging Markets Stock % Fund investments change daily and may differ. Asset Allocation Domestic Bond % Domestic Stock % Foreign Stock % Foreign Bond % Cash % Other % Preferreds % Convertibles % Fee Summary Total Annual Operating Expenses (03/01/2014) % Total Annual Operating Expenses (per $1,000)... $5.70 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 1.43% 7.13% 6.26% 11.37% 5.76% Benchmark* 1.84% 5.20% 5.98% 9.90% 6.12% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund 7.66% 4.87% 9.98% 6.09% 18.39% 22.07% 10.10% 1.43% 10.05% 9.15% Benchmark* 9.94% 5.65% 8.24% 9.72% 12.67% 15.51% 10.02% 4.13% 8.78% 6.45% * The Morningstar Lifetime Moderate Income Index is an unmanaged index of global equities, bonds and traditional inflation hedges in proportions appropriate for a U.S. investor who is at least ten years into retirement and is comfortable with average exposure to equity market volatility. You cannot invest in an index. Investors may obtain performance current to the most recent month end at troweprice.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. Investments in target date funds are subject to the risks of their underlying funds. The year in the target date fund name refers to the approximate year when an investor would retire and leave the work force. Target date funds gradually shift emphasis from more aggressive investments to more conservative investments based on the target date. Investments in target date funds are not guaranteed at any time, including on or after the target date. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at troweprice.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 45

48 T. Rowe Price Retirement 2005 Fund The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income. The Fund invests in a diversified portfolio of other T. Rowe Price stock and bond funds that represent various asset classes and sectors, the allocation of which will change over time in relation to its target retirement date. Characteristics Asset Class... BLENDED Category... Target Date Ticker... TRRFX Fund Inception... 02/27/2004 Fund Manager... Jerome Clark Manager Tenure (yrs.) Turnover (%) % Total Net Assets ($mil.)... $1, Avg. Market Cap ($mil.)... $35, No. of Securities Largest Holdings (as of 12/31/2013) T. Rowe Price New Income % T. Rowe Price Equity Index % T. Rowe Price Inflation Focused Bond % T. Rowe Price High Yield % T. Rowe Price Emerging Markets Bond % T. Rowe Price Intl Gr & Income % T. Rowe Price International Stock Fd % T. Rowe Price Overseas Stock % T. Rowe Price International Bond % T. Rowe Price Emerging Markets Stock % Fund investments change daily and may differ. Asset Allocation Domestic Bond % Domestic Stock % Foreign Stock % Foreign Bond % Cash % Other % Preferreds % Convertibles % Fee Summary Total Annual Operating Expenses (03/01/2014) % Total Annual Operating Expenses (per $1,000)... $5.90 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 1.70% 7.88% 6.85% 12.78% 6.29% Benchmark* 2.22% 7.18% 7.14% 12.39% 6.97% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund N/A 5.57% 11.50% 6.67% 22.24% 24.55% 11.51% 1.43% 11.35% 9.74% Benchmark* 12.54% 6.99% 11.35% 9.72% 18.22% 18.98% 11.96% 3.61% 10.61% 8.76% * The Morningstar Lifetime Moderate 2010 Index represents a portfolio of global equities, bonds and traditional inflation hedges in proportions appropriate for a U.S. investor who is near retirement and is comfortable with average exposure to equity market volatility. You cannot invest in an index. Investors may obtain performance current to the most recent month end at troweprice.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. Investments in target date funds are subject to the risks of their underlying funds. The year in the target date fund name refers to the approximate year when an investor would retire and leave the work force. Target date funds gradually shift emphasis from more aggressive investments to more conservative investments based on the target date. Investments in target date funds are not guaranteed at any time, including on or after the target date. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at troweprice.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 46

49 T. Rowe Price Retirement 2010 Fund The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income. The Fund invests in a diversified portfolio of other T. Rowe Price stock and bond funds that represent various asset classes and sectors, the allocation of which will change over time in relation to its target retirement date. Characteristics Asset Class... BLENDED Category... Target Date Ticker... TRRAX Fund Inception... 09/30/2002 Fund Manager... Jerome Clark Manager Tenure (yrs.) Turnover (%) % Total Net Assets ($mil.)... $6, Avg. Market Cap ($mil.)... $35, No. of Securities Largest Holdings (as of 12/31/2013) T. Rowe Price Equity Index % T. Rowe Price New Income % T. Rowe Price Inflation Focused Bond % T. Rowe Price High Yield % T. Rowe Price Intl Gr & Income % T. Rowe Price Overseas Stock % T. Rowe Price International Stock Fd % T. Rowe Price Emerging Markets Bond % T. Rowe Price International Bond % T. Rowe Price Emerging Markets Stock % Fund investments change daily and may differ. Asset Allocation Domestic Bond % Domestic Stock % Foreign Stock % Foreign Bond % Cash % Other % Preferreds % Convertibles % Fee Summary Total Annual Operating Expenses (03/01/2014) % Total Annual Operating Expenses (per $1,000)... $6.00 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 1.68% 9.37% 7.47% 14.24% 6.56% Benchmark* 2.22% 7.18% 7.14% 12.39% 6.97% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund 11.11% 6.25% 12.84% 6.65% 26.71% 27.95% 12.70% 0.54% 12.44% 11.93% Benchmark* 12.54% 6.99% 11.35% 9.72% 18.22% 18.98% 11.96% 3.61% 10.61% 8.76% * The Morningstar Lifetime Moderate 2010 Index represents a portfolio of global equities, bonds and traditional inflation hedges in proportions appropriate for a U.S. investor who is near retirement and is comfortable with average exposure to equity market volatility. You cannot invest in an index. Investors may obtain performance current to the most recent month end at troweprice.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. Investments in target date funds are subject to the risks of their underlying funds. The year in the target date fund name refers to the approximate year when an investor would retire and leave the work force. Target date funds gradually shift emphasis from more aggressive investments to more conservative investments based on the target date. Investments in target date funds are not guaranteed at any time, including on or after the target date. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at troweprice.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 47

50 T. Rowe Price Retirement 2015 Fund The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income. The Fund invests in a diversified portfolio of other T. Rowe Price stock and bond funds that represent various asset classes and sectors, the allocation of which will change over time in relation to its target retirement date. Characteristics Asset Class... BLENDED Category... Target Date Ticker... TRRGX Fund Inception... 02/27/2004 Fund Manager... Jerome Clark Manager Tenure (yrs.) Turnover (%) % Total Net Assets ($mil.)... $9, Avg. Market Cap ($mil.)... $33, No. of Securities Largest Holdings (as of 12/31/2013) T. Rowe Price Equity Index % T. Rowe Price New Income % T. Rowe Price Inflation Focused Bond % T. Rowe Price Growth Stock % T. Rowe Price Intl Gr & Income % T. Rowe Price Value % T. Rowe Price Overseas Stock % T. Rowe Price International Stock Fd % T. Rowe Price High Yield % T. Rowe Price Emerging Markets Bond % Fund investments change daily and may differ. Asset Allocation Domestic Stock % Domestic Bond % Foreign Stock % Foreign Bond % Cash % Other % Preferreds % Convertibles % Fee Summary Total Annual Operating Expenses (03/01/2014) % Total Annual Operating Expenses (per $1,000)... $6.50 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 1.61% 11.65% 8.44% 15.89% 6.97% Benchmark* 2.34% 8.47% 7.67% 13.68% 7.33% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund N/A 6.69% 13.73% 6.75% 30.22% 31.35% 13.79% 0.32% 13.81% 15.18% Benchmark* 13.78% 7.86% 13.02% 9.74% 21.83% 21.22% 12.90% 2.90% 11.49% 10.50% * The Morningstar Lifetime Moderate 2015 Index is an unmanaged index of global equities, bonds and traditional inflation hedges in proportions appropriate for a U.S. investor who is retiring around 2015 and is comfortable with average exposure to equity market volatility. You cannot invest in an index. Investors may obtain performance current to the most recent month end at troweprice.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. Investments in target date funds are subject to the risks of their underlying funds. The year in the target date fund name refers to the approximate year when an investor would retire and leave the work force. Target date funds gradually shift emphasis from more aggressive investments to more conservative investments based on the target date. Investments in target date funds are not guaranteed at any time, including on or after the target date. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at troweprice.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 48

51 T. Rowe Price Retirement 2020 Fund The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income. The Fund invests in a diversified portfolio of other T. Rowe Price stock and bond funds that represent various asset classes and sectors, the allocation of which will change over time in relation to its target retirement date. Characteristics Asset Class... BLENDED Category... Target Date Ticker... TRRBX Fund Inception... 09/30/2002 Fund Manager... Jerome Clark Manager Tenure (yrs.) Turnover (%) % Total Net Assets ($mil.)... $21, Avg. Market Cap ($mil.)... $31, No. of Securities Largest Holdings (as of 12/31/2013) T. Rowe Price New Income % T. Rowe Price Equity Index % T. Rowe Price Growth Stock % T. Rowe Price Value % T. Rowe Price Intl Gr & Income % T. Rowe Price Overseas Stock % T. Rowe Price International Stock Fd % T. Rowe Price Inflation Focused Bond % T. Rowe Price High Yield % T. Rowe Price Emerging Markets Stock % Fund investments change daily and may differ. Asset Allocation Domestic Stock % Foreign Stock % Domestic Bond % Foreign Bond % Cash % Other % Preferreds % Convertibles % Fee Summary Total Annual Operating Expenses (03/01/2014) % Total Annual Operating Expenses (per $1,000)... $6.90 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 1.62% 13.73% 9.26% 17.32% 7.26% Benchmark* 2.40% 10.17% 8.25% 15.21% 7.66% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund 12.82% 7.17% 14.66% 6.73% 33.48% 34.19% 14.74% 1.20% 15.01% 18.05% Benchmark* 15.00% 8.85% 14.88% 9.74% 26.27% 24.13% 14.01% 1.75% 12.53% 12.98% * The Morningstar Lifetime Moderate 2020 Index is an unmanaged index of global equities, bonds and traditional inflation hedges in proportions appropriate for a U.S. investor who is retiring around 2020 and is comfortable with average exposure to equity market volatility. You cannot invest in an index. Investors may obtain performance current to the most recent month end at troweprice.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. Investments in target date funds are subject to the risks of their underlying funds. The year in the target date fund name refers to the approximate year when an investor would retire and leave the work force. Target date funds gradually shift emphasis from more aggressive investments to more conservative investments based on the target date. Investments in target date funds are not guaranteed at any time, including on or after the target date. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at troweprice.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 49

52 T. Rowe Price Retirement 2025 Fund The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income. The Fund invests in a diversified portfolio of other T. Rowe Price stock and bond funds that represent various asset classes and sectors, the allocation of which will change over time in relation to its target retirement date. Characteristics Asset Class... BLENDED Category... Target Date Ticker... TRRHX Fund Inception... 02/27/2004 Fund Manager... Jerome Clark Manager Tenure (yrs.) Turnover (%) % Total Net Assets ($mil.)... $14, Avg. Market Cap ($mil.)... $31, No. of Securities Largest Holdings (as of 12/31/2013) T. Rowe Price Growth Stock % T. Rowe Price New Income % T. Rowe Price Equity Index % T. Rowe Price Value % T. Rowe Price Intl Gr & Income % T. Rowe Price Overseas Stock % T. Rowe Price International Stock Fd % T. Rowe Price Emerging Markets Stock % T. Rowe Price Real Assets % T. Rowe Price High Yield % Fund investments change daily and may differ. Asset Allocation Domestic Stock % Foreign Stock % Domestic Bond % Foreign Bond % Cash % Other % Preferreds % Convertibles % Fee Summary Total Annual Operating Expenses (03/01/2014) % Total Annual Operating Expenses (per $1,000)... $7.20 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 1.56% 15.70% 9.96% 18.49% 7.51% Benchmark* 2.39% 12.34% 8.92% 16.83% 7.94% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund N/A 7.42% 15.44% 6.81% 35.90% 36.29% 15.37% 2.06% 16.00% 20.78% Benchmark* 15.95% 9.73% 16.52% 9.71% 30.58% 27.18% 15.15% 0.24% 13.67% 16.28% * The Morningstar Lifetime Moderate 2025 Index is an unmanaged index of global equities, bonds and traditional inflation hedges in proportions appropriate for a U.S. investor who is retiring around 2025 and is comfortable with average exposure to equity market volatility. You cannot invest in an index. Investors may obtain performance current to the most recent month end at troweprice.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. Investments in target date funds are subject to the risks of their underlying funds. The year in the target date fund name refers to the approximate year when an investor would retire and leave the work force. Target date funds gradually shift emphasis from more aggressive investments to more conservative investments based on the target date. Investments in target date funds are not guaranteed at any time, including on or after the target date. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at troweprice.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 50

53 T. Rowe Price Retirement 2030 Fund The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income. The Fund invests in a diversified portfolio of other T. Rowe Price stock and bond funds that represent various asset classes and sectors, the allocation of which will change over time in relation to its target retirement date. Characteristics Asset Class... BLENDED Category... Target Date Ticker... TRRCX Fund Inception... 09/30/2002 Fund Manager... Jerome Clark Manager Tenure (yrs.) Turnover (%) % Total Net Assets ($mil.)... $20, Avg. Market Cap ($mil.)... $30, No. of Securities Largest Holdings (as of 12/31/2013) T. Rowe Price Growth Stock % T. Rowe Price Value % T. Rowe Price Equity Index % T. Rowe Price New Income % T. Rowe Price Intl Gr & Income % T. Rowe Price Overseas Stock % T. Rowe Price International Stock Fd % T. Rowe Price Emerging Markets Stock % T. Rowe Price Real Assets % T. Rowe Price Mid Cap Value % Fund investments change daily and may differ. Asset Allocation Domestic Stock % Foreign Stock % Domestic Bond % Foreign Bond % Cash % Other % Preferreds % Convertibles % Fee Summary Total Annual Operating Expenses (03/01/2014) % Total Annual Operating Expenses (per $1,000)... $7.50 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 1.50% 17.26% 10.54% 19.41% 7.77% Benchmark* 2.32% 14.51% 9.57% 18.15% 8.18% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund 14.15% 8.12% 16.14% 6.83% 37.79% 37.99% 16.01% 2.70% 16.82% 23.09% Benchmark* 16.53% 10.33% 17.65% 9.71% 33.70% 29.62% 16.04% 1.23% 14.68% 19.64% * The Morningstar Lifetime Moderate 2030 Index is an unmanaged index of global equities, bonds and traditional inflation hedges in proportions appropriate for a U.S. investor who is retiring around 2030 and is comfortable with average exposure to equity market volatility. You cannot invest in an index. Investors may obtain performance current to the most recent month end at troweprice.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. Investments in target date funds are subject to the risks of their underlying funds. The year in the target date fund name refers to the approximate year when an investor would retire and leave the work force. Target date funds gradually shift emphasis from more aggressive investments to more conservative investments based on the target date. Investments in target date funds are not guaranteed at any time, including on or after the target date. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at troweprice.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 51

54 T. Rowe Price Retirement 2035 Fund The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income. The Fund invests in a diversified portfolio of other T. Rowe Price stock and bond funds that represent various asset classes and sectors, the allocation of which will change over time in relation to its target retirement date. Characteristics Asset Class... BLENDED Category... Target Date Ticker... TRRJX Fund Inception... 02/27/2004 Fund Manager... Jerome Clark Manager Tenure (yrs.) Turnover (%) % Total Net Assets ($mil.)... $10, Avg. Market Cap ($mil.)... $30, No. of Securities Largest Holdings (as of 12/31/2013) T. Rowe Price Growth Stock % T. Rowe Price Value % T. Rowe Price Equity Index % T. Rowe Price New Income % T. Rowe Price Intl Gr & Income % T. Rowe Price Overseas Stock % T. Rowe Price International Stock Fd % T. Rowe Price Emerging Markets Stock % T. Rowe Price Real Assets % T. Rowe Price Mid Cap Value % Fund investments change daily and may differ. Asset Allocation Domestic Stock % Foreign Stock % Domestic Bond % Foreign Bond % Cash % Other % Preferreds % Convertibles % Fee Summary Total Annual Operating Expenses (03/01/2014) % Total Annual Operating Expenses (per $1,000)... $7.70 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 1.41% 18.48% 10.90% 20.00% 7.81% Benchmark* 2.23% 16.05% 10.02% 18.94% 8.35% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund N/A 8.05% 16.18% 6.81% 38.88% 39.04% 16.34% 3.26% 17.35% 24.86% Benchmark* 16.87% 10.67% 18.28% 9.79% 35.32% 31.08% 16.53% 2.28% 15.36% 22.03% * The Morningstar Lifetime Moderate 2035 Index is an unmanaged index of global equities, bonds and traditional inflation hedges in proportions appropriate for a U.S. investor who is retiring around 2035 and is comfortable with average exposure to equity market volatility. You cannot invest in an index. Investors may obtain performance current to the most recent month end at troweprice.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. Investments in target date funds are subject to the risks of their underlying funds. The year in the target date fund name refers to the approximate year when an investor would retire and leave the work force. Target date funds gradually shift emphasis from more aggressive investments to more conservative investments based on the target date. Investments in target date funds are not guaranteed at any time, including on or after the target date. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at troweprice.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 52

55 T. Rowe Price Retirement 2040 Fund The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income. The Fund invests in a diversified portfolio of other T. Rowe Price stock and bond funds that represent various asset classes and sectors, the allocation of which will change over time in relation to its target retirement date. Characteristics Asset Class... BLENDED Category... Target Date Ticker... TRRDX Fund Inception... 09/30/2002 Fund Manager... Jerome Clark Manager Tenure (yrs.) Turnover (%) % Total Net Assets ($mil.)... $13, Avg. Market Cap ($mil.)... $29, No. of Securities Largest Holdings (as of 12/31/2013) T. Rowe Price Growth Stock % T. Rowe Price Value % T. Rowe Price Intl Gr & Income % T. Rowe Price Equity Index % T. Rowe Price Overseas Stock % T. Rowe Price International Stock Fd % T. Rowe Price New Income % T. Rowe Price Emerging Markets Stock % T. Rowe Price Real Assets % T. Rowe Price Mid Cap Value % Fund investments change daily and may differ. Asset Allocation Domestic Stock % Foreign Stock % Domestic Bond % Cash % Foreign Bond % Other % Preferreds % Convertibles % Fee Summary Total Annual Operating Expenses (03/01/2014) % Total Annual Operating Expenses (per $1,000)... $7.80 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year 10 Year Fund 1.41% 19.21% 11.21% 20.24% 7.93% Benchmark* 2.16% 16.72% 10.18% 19.25% 8.47% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund 14.11% 8.14% 16.24% 6.77% 38.85% 39.07% 16.51% 3.49% 17.55% 25.93% Benchmark* 17.12% 10.89% 18.67% 9.95% 35.94% 31.81% 16.71% 2.85% 15.71% 23.05% * The Morningstar Lifetime Moderate 2040 Index is an unmanaged index of global equities, bonds and traditional inflation hedges in proportions appropriate for a U.S. investor who is retiring around 2040 and is comfortable with average exposure to equity market volatility. You cannot invest in an index. Investors may obtain performance current to the most recent month end at troweprice.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. Investments in target date funds are subject to the risks of their underlying funds. The year in the target date fund name refers to the approximate year when an investor would retire and leave the work force. Target date funds gradually shift emphasis from more aggressive investments to more conservative investments based on the target date. Investments in target date funds are not guaranteed at any time, including on or after the target date. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at troweprice.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 53

56 T. Rowe Price Retirement 2045 Fund The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income. The Fund invests in a diversified portfolio of other T. Rowe Price stock and bond funds that represent various asset classes and sectors, the allocation of which will change over time in relation to its target retirement date. Characteristics Asset Class... BLENDED Category... Target Date Ticker... TRRKX Fund Inception... 05/31/2005 Fund Manager... Jerome Clark Manager Tenure (yrs.) Turnover (%) % Total Net Assets ($mil.)... $5, Avg. Market Cap ($mil.)... $29, No. of Securities Largest Holdings (as of 12/31/2013) T. Rowe Price Growth Stock % T. Rowe Price Value % T. Rowe Price Intl Gr & Income % T. Rowe Price Equity Index % T. Rowe Price Overseas Stock % T. Rowe Price International Stock Fd % T. Rowe Price New Income % T. Rowe Price Emerging Markets Stock % T. Rowe Price Real Assets % T. Rowe Price Mid Cap Value % Fund investments change daily and may differ. Asset Allocation Domestic Stock % Foreign Stock % Domestic Bond % Cash % Foreign Bond % Other % Preferreds % Convertibles % Fee Summary Total Annual Operating Expenses (03/01/2014) % Total Annual Operating Expenses (per $1,000)... $7.80 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year Since Fund Inception Fund 1.35% 19.19% 11.21% 20.21% 7.87% Benchmark* 2.13% 16.75% 10.09% 19.30% 8.32% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund N/A N/A 16.15% 6.84% 38.83% 39.10% 16.44% 3.47% 17.62% 25.93% Benchmark* 17.35% 11.08% 18.99% 10.14% 36.27% 32.32% 16.76% 3.19% 15.84% 23.07% * The Morningstar Lifetime Moderate 2045 Index is an unmanaged index of global equities, bonds and traditional inflation hedges in proportions appropriate for a U.S. investor who is retiring around 2045 and is comfortable with average exposure to equity market volatility. You cannot invest in an index. Investors may obtain performance current to the most recent month end at troweprice.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. Investments in target date funds are subject to the risks of their underlying funds. The year in the target date fund name refers to the approximate year when an investor would retire and leave the work force. Target date funds gradually shift emphasis from more aggressive investments to more conservative investments based on the target date. Investments in target date funds are not guaranteed at any time, including on or after the target date. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at troweprice.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 54

57 T. Rowe Price Retirement 2050 Fund The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income. The Fund invests in a diversified portfolio of other T. Rowe Price stock and bond funds that represent various asset classes and sectors, the allocation of which will change over time in relation to its target retirement date. Characteristics Asset Class... BLENDED Category... Target Date Ticker... TRRMX Fund Inception... 12/29/2006 Fund Manager... Jerome Clark Manager Tenure (yrs.) Turnover (%) % Total Net Assets ($mil.)... $3, Avg. Market Cap ($mil.)... $29, No. of Securities Largest Holdings (as of 12/31/2013) T. Rowe Price Growth Stock % T. Rowe Price Value % T. Rowe Price Intl Gr & Income % T. Rowe Price Equity Index % T. Rowe Price Overseas Stock % T. Rowe Price International Stock Fd % T. Rowe Price New Income % T. Rowe Price Emerging Markets Stock % T. Rowe Price Real Assets % T. Rowe Price Mid Cap Value % Fund investments change daily and may differ. Asset Allocation Domestic Stock % Foreign Stock % Domestic Bond % Cash % Foreign Bond % Other % Preferreds % Convertibles % Fee Summary Total Annual Operating Expenses (03/01/2014) % Total Annual Operating Expenses (per $1,000)... $7.80 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year Since Fund Inception Fund 1.38% 19.24% 11.24% 20.22% 6.07% Benchmark* 2.11% 16.61% 9.95% 19.28% 5.99% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund N/A N/A N/A 6.82% 38.80% 38.92% 16.41% 3.36% 17.55% 25.90% Benchmark* 17.56% 11.25% 19.28% 10.35% 36.49% 32.76% 16.78% 3.47% 15.94% 22.83% * The Morningstar Lifetime Moderate 2050 Index is an unmanaged index of global equities, bonds and traditional inflation hedges in proportions appropriate for a U.S. investor who is retiring around 2050 and is comfortable with average exposure to equity market volatility. You cannot invest in an index. Investors may obtain performance current to the most recent month end at troweprice.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at troweprice.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. Investments in target date funds are subject to the risks of their underlying funds. The year in the target date fund name refers to the approximate year when an investor would retire and leave the work force. Target date funds gradually shift emphasis from more aggressive investments to more conservative investments based on the target date. Investments in target date funds are not guaranteed at any time, including on or after the target date. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 55

58 T. Rowe Price Retirement 2055 Fund The Fund seeks the highest total return over time consistent with an emphasis on both capital growth and income. The Fund invests in a diversified portfolio of other T. Rowe Price stock and bond funds that represent various asset classes and sectors, the allocation of which will change over time in relation to its target retirement date. Characteristics Asset Class... BLENDED Category... Target Date Ticker... TRRNX Fund Inception... 12/29/2006 Fund Manager... Jerome Clark Manager Tenure (yrs.) Turnover (%) % Total Net Assets ($mil.)... $1, Avg. Market Cap ($mil.)... $29, No. of Securities Largest Holdings (as of 12/31/2013) T. Rowe Price Growth Stock % T. Rowe Price Value % T. Rowe Price Intl Gr & Income % T. Rowe Price Equity Index % T. Rowe Price Overseas Stock % T. Rowe Price International Stock Fd % T. Rowe Price New Income % T. Rowe Price Emerging Markets Stock % T. Rowe Price Real Assets % T. Rowe Price Mid Cap Value % Fund investments change daily and may differ. Asset Allocation Domestic Stock % Foreign Stock % Domestic Bond % Cash % Foreign Bond % Other % Preferreds % Convertibles % Fee Summary Total Annual Operating Expenses (03/01/2014) % Total Annual Operating Expenses (per $1,000)... $7.80 Net Expense Ratio % Shareholder type Fees Redemption Fee... N/A Purchase Fee... N/A Maximum Sales Charge... N/A Maximum Deferred Sales Charge... N/A Performance at NAV (as of 03/31/2014) Total Return Annualized Total Return 3 Month 1 Year 3 Year 5 Year Since Fund Inception Fund 1.39% 19.24% 11.23% 20.25% 6.06% Benchmark* 2.09% 16.40% 9.77% 19.21% 5.94% The Fee Summary shows fee and expense information for the fund. Total Annual Operating Expenses ("gross expense ratio") are expenses that reduce the rate of return for the fund. Total Annual Operating Expenses do not reflect any fee waivers or reimbursements that may be in effect at the time the expenses are calculated. The net expense ratio reflects the expenses being charged by the fund at the time the expenses are calculated after taking into account any applicable waivers or reimbursements, without which performance would have been less. The Fee Summary also shows Shareholdertype Fees. These fees are in addition to Total Annual Operating Expenses. The cumulative effect of fees and expenses can substantially reduce the growth of your retirement savings. Visit the Department of Labor's web site for an example showing the long term effect of fees and expenses at Fees and expenses are only one of many factors to consider when you decide to invest in an option. You may also want to think about whether an investment in a particular option, along with your other investments, will help you achieve your financial goals. Calendar Yr. Returns Fund N/A N/A N/A 6.82% 38.89% 38.97% 16.41% 3.35% 17.60% 25.86% Benchmark* 17.56% 11.29% 19.38% 10.47% 36.62% 33.10% 16.75% 3.75% 16.00% 22.49% * The Morningstar Lifetime Moderate 2055 Index represents a portfolio of global equities, bonds and traditional inflation hedges such as commodities and TIPS in proportions appropriate for a U.S. investor who is about 45 years away from retirement and is comfortable with average exposure to equity market volatility. You cannot invest in an index. Investors may obtain performance current to the most recent month end at troweprice.com. Performance quoted represents past performance and cannot guarantee future results. Current performance may be lower or higher than the performance shown. Investment return and principal value will fluctuate. An investor's shares, when redeemed, may be worth more or less than their original purchase price. Performance includes the reinvestment of dividends and capital gains. Investments in money market funds are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in a money market fund. The 7 day yield more closely reflects the Fund's current earning than the quotation of total return. Investments in target date funds are subject to the risks of their underlying funds. The year in the target date fund name refers to the approximate year when an investor would retire and leave the work force. Target date funds gradually shift emphasis from more aggressive investments to more conservative investments based on the target date. Investments in target date funds are not guaranteed at any time, including on or after the target date. This material must be preceded or accompanied by a current prospectus for the fund which contains information about the fund's investment objectives, risks, fees, and expenses. Investors should consider this information carefully before investing. A prospectus may be obtained at troweprice.com. This information was prepared by Newkirk Products, Inc. and is intended for distribution to retirement plans, HSAs, and HRAs. Copyright 2014 Morningstar, Inc. and Newkirk Products, Inc. All Rights Reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers or to Newkirk; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Newkirk nor Morningstar and its content providers are responsible for any damages or losses arising from any use of this information. Past performance is no guarantee of future results. NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE 56

59 Retirement and Institutional Services 24/7 RETIREMENT PLAN ACCESS PlanTrac BBT.com/PlanTrac BenefitsPhone ONLINE PLANNING TOOLS Online retirement plan education is available before you log on to your account, including details on: Enrolling Staying on Track Transition & Rollovers Tools and Calculators PLANTRAC WEB ACCESS Access your secure retirement plan account at BBT.com/PlanTrac. Account Detail Review details about your retirement plan account Account Management Manage your retirement plan account, through: Manage Investments direct the investments in your plan View pending Transactions Investment Advice through ProNvest Access to investment advice and a retirement planner Loans Model, initiate or track a loan Withdrawals View available withdrawals and access forms Help Center Access to tutorials and calculators My Profile Review profile information and update BenefitsPhone PIN First time users: Click Create User ID & Password at the logon page. Your temporary PIN is the last four digits of your Social Security number followed by your birth month and day (format: MMDD). Your temporary PIN expires after 30 days. If your PIN has expired, contact the BB&T Human Systems Service Center at and press 6 immediately upon hearing the automated voice.