FedEx Kinko s Office and Print Services, Inc., 401(k) Retirement Savings Plan. Summary Plan Description



Similar documents
Summary Plan Description. of the. BECKMAN PRODUCTION SERVICES 401(k) PLAN

401(k) Plan (Non-Sales Rep Employees)

Schwab Individual 401(k) Plan Summary Plan Description

SUMMARY PLAN DESCRIPTION. STAPLES, INC. EMPLOYEES 401(k) SAVINGS PLAN

TRIUMPH GROUP, INC. (For Non-Bargaining Unit Employees of Triumph Aerostructures, LLC, VAC Industries, Inc. and Vought Commercial Aircraft Company)

U.S. Bank 401(k) Savings Plan Summary Plan Description

Summary Plan Description

401(k) Retirement Plan

SUMMARY PLAN DESCRIPTION. EnerNOC, Inc. 401(k) Plan

BE CONNECTED TO YOUR FUTURE. The Hearst Corporation Employee Savings Plan SUMMARY PLAN DESCRIPTION

PRO-SPHERE 401(K) PLAN SUMMARY PLAN DESCRIPTION

401(k) Plan (Sales Reps)

SUMMARY PLAN DESCRIPTION. Roman Catholic Diocese of Erie, Pennsylvania 401(k) Retirement Plan

Summary Plan Description

401(k) Summary Plan Description

Summary Plan Description

Wells Fargo & Company 401(k) Plan

The Associated Press 401(k) Retirement Savings Plan. (Effective November 2007)

Primatics Financial 401(k) Profit Sharing Plan & Trust SUMMARY PLAN DESCRIPTION

AUI Supplemental Retirement Annuity Plan Summary Plan Description

GOLD CROSS SERVICES, INC. 401(K) RETIREMENT SAVINGS PLAN SUMMARY PLAN DESCRIPTION

The Summary Plan Description for the D&B 401(k) Plan

THE EMPLOYEE INVESTMENT PROGRAM

Summary Plan Description

SUMMARY PLAN DESCRIPTION. salesforce.com, Inc. and Salesforce.com Foundation 401(k) Plan

SUMMARY PLAN DESCRIPTION SWARTHMORE COLLEGE REGULAR RETIREMENT PLAN

Summary Plan Description Dow Corning Corporation Employees Capital Accumulation Plan

SUMMARY PLAN DESCRIPTION NUTANIX, INC. 401(K) PLAN

The McClatchy Company. 401(k) PLAN SUMMARY PLAN DESCRIPTION

Summary Plan Description

Information About Your Hardship Withdrawal Request. Types of Requests

Emory University Retirement Plan

THE CITY OF GALLATIN 401(K) RETIREMENT PLAN SUMMARY PLAN DESCRIPTION

SUMMARY REVIEW COLORADO COUNTY OFFICIALS AND EMPLOYEES RETIREMENT ASSOCIATION 457 DEFERRED COMPENSATION PLAN FOR THE

THE VANGUARD RETIREMENT AND SAVINGS PLAN SUMMARY PLAN DESCRIPTION APRIL 1, 2010 TABLE OF CONTENTS

Please take some time to review this SPD, since it includes a comprehensive overview of:

SUMMARY PLAN DESCRIPTION. Health Care Innovations, Inc. 401(k) Plan

SUMMARY PLAN DESCRIPTION. for. BRISTOL BAY NATIVE CORPORATION 401(k) SAVINGS PLAN

Summary Plan Description. The University of Chicago Contributory Retirement Plan

Benefits Handbook Date January 1, Marsh & McLennan Companies 401(k) Savings & Investment Plan

WESTON SOLUTIONS, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN. SUMMARY PLAN DESCRIPTION (January 1, 2014)

NOVA SOUTHEASTERN UNIVERSITY 401(K) PLAN SUMMARY PLAN DESCRIPTION

SAVE MART 401(K) COMPANY MATCH PLAN SUMMARY PLAN DESCRIPTION

SUMMARY PLAN DESCRIPTION

401(k) Retirement Savings Plan Summary Plan Description

Accessing Funds. This section contains information to help you process participant requests for funds through: Loans. Hardship withdrawals

Defined Contribution and Tax-deferred Annuity Retirement Plan. Summary Plan Description

UNITED STEELWORKERS UNITY AND STRENGTH FOR WORKERS

How To Understand The Liban 401(K) Retirement Plan

AFPlanServ 403(b) Hardship Distribution Authorization Form

401(k) Plan Summary Plan Description

Any questions about your benefits under the 401(k) Plan should be directed to your Human Resources representative.

Summary Plan Description. PetSmart, Inc. SaveSmart 401(k) Plan

Morristown-Hamblen Hospital Association 401(k) Plan SUMMARY PLAN DESCRIPTION JULY 1, 2011

SUMMARY PLAN DESCRIPTION FOR MARC CENTER 401(K) RETIREMENT PLAN

Wells Fargo & Company 401(k) Plan

Excel Finance Co. 401(k) Plan

Distribution Form Subject to Joint & Survivor Annuity

401(k) Boot Camp Part 3 Getting Money Out of the Plan

Summary Plan Description

VISA 401k PLAN SUMMARY PLAN DESCRIPTION January 1, Table of Contents

SUMMARY PLAN DESCRIPTION. C. R. England, Inc. Profit Sharing

SUMMARY PLAN DESCRIPTION. for the AMBROSE MULTIPLE EMPLOYER RETIREMENT SAVINGS PLAN

Summary Plan Description for the Glatfelter 401(k) Savings Plan. Salaried and Non-union Hourly Employees

SAVE MART 401(K) PLAN SUMMARY PLAN DESCRIPTION

Summary Program Description

Notice to All Employees Eligible to Participate in the Halliburton Retirement and Savings Plan

401(k) Plan for Non-Salaried Employees 1

SAIIA CONSTRUCTION COMPANY LLC. Saiia Construction Company LLC 401(k) Profit Sharing Plan SUMMARY PLAN DESCRIPTION

HOOD COLLEGE DEFINED CONTRIBUTION RETIREMENT PLAN SUMMARY PLAN DESCRIPTION

BORGWARNER INC. RETIREMENT SAVINGS PLAN SUMMARY PLAN DESCRIPTION NOVEMBER 1, 2011

Highlights of the. Boehringer Ingelheim. Retirement Savings Plan Retirement Plan. This brochure is intended for eligible employees of

2. How do I enroll? Employees can enroll by calling Vanguard at or visiting

401(k) Savings Plan. As of the first day of month on or following three full months of Honda employment, unless you elect not to participate

Deferred Vesting Retirement Plan Summary Plan Description. Introduction

New Hanover Regional Medical Center 403(b) and 457(b) Retirement Savings Plans

Employee Benefit Manual

PARTICIPANT SIGNATURE: DATE SIGNED: DAYTIME PHONE: ADDRESS:

Summary Plan Description for the Advance 401(k) Plan (for Oregonian Publishing Company LLC)

How To Pay Taxes On A Pension From A Retirement Plan

SUMMARY PLAN DESCRIPTION COMMERCE BANCSHARES PARTICIPATING INVESTMENT PLAN (PIP) Updated as of October 1, 2009

HARDSHIP WITHDRAWAL ELECTION. To the Plan Administrator of., Participant.

Summary Plan Description

ALLEGIS GROUP, INC. RETIREMENT SAVINGS PLAN SUMMARY PLAN DESCRIPTION FOR INTERNAL EMPLOYEES

403(b) Retirement Plan Summary Plan Description

401(k) Plan for your retirement and achieve your financial goals.

DELUXE CORPORATION 401(k) AND PROFIT SHARING PLAN SUMMARY PLAN DESCRIPTION

SUMMARY PLAN DESCRIPTION. Petco Animal Supplies, Inc. 401k Plan

Amazon.com 401(k) Plan. Summary Plan Description. January 1, 2011

NOTICE OF HARDSHIP WITHDRAWAL

401(k) Plan IN THIS SECTION SEE PAGE. Diageo: Your 2015 Employee Benefits 121

SUMMARY PLAN DESCRIPTION FOR THE BECKER TRUCKING, INC. 401(k) PROFIT SHARING PLAN AND TRUST. (January 1, 2009) Revised

Earning for Today and Saving for Tomorrow. Retirement Savings Plan 401(k) inspiring possibilities

Transcription:

FedEx Kinko s Office and Print Services, Inc., 401(k) Retirement Savings Plan Summary Plan Description February 2007

Table of Contents Introduction 3 Eligibility and Participation 5 Contributions 9 Plan Administration and Investments 12 Investment Funds 13 Valuation of Your Plan Account 16 Payment of Benefits 17 Retirement Benefits 18 Disability Benefits 18 Death Benefits 18 Loans 19 Withdrawing Money 22 Federal Tax Consequences 24 Additional Plan Information 26 Glossary of Terms 29 Legal Notification 33 2005 Safe Harbor Notice 38 Special Tax Notice Regarding Plan Payments [402(f) Notice] 39

Introduction FedEx Kinko s Office and Print Services, Inc., 401(k) Retirement Savings Plan FedEx Kinko s Office and Print Services, Inc., offers the FedEx Kinko s Office and Print Services, Inc. 401(k) Retirement Savings Plan ( the Plan ) as a way to help you build retirement savings to achieve your long-term financial goals. You may not believe it, particularly if you are decades away from retirement age, but retirement is something you need to think about and plan for now. Planning now will help you to live more comfortably and have income for travel, hobbies, sports whatever you would like to do when you no longer work full-time. The following Summary Plan Description provides details about eligibility, enrollment, your contributions and FedEx Kinko s contributions, how to obtain loans and withdrawals, and more. A Glossary of Terms starts on page 30 and defines the first reference to specific words that are in boldface italics. First, following is a brief summary of the legally required information about the Summary Plan Description: A complete copy of the official Plan documents and policies, which are the governing instruments on 401(k) Plan benefits, eligibility, definitions, and all other aspects of the Plan, are on file in the FedEx Kinko s Benefits Department. In the case of any conflict between the official 401(k) documents and this Summary Plan Description, the terms of the official 401(k) Plan documents will rule. FedEx Kinko s reserves the right, at any time and to the extent permitted by law, to change, terminate or discontinue any aspects of the Plan. This can occur without the consent of, and without prior notice, to any participant of the Plan. All statements contained in this section are intended to reflect general policies, principals, and procedures, and do not represent a contractual commitment on the part of FedEx Kinko s, and may be changed at any time without notice. The Plan is a qualified section 401(k) Profit Sharing Plan, funded with eligible team member contributions and company matching contributions. FedEx Kinko s Office and Print Services, Inc., is the Plan Sponsor and Plan Administrator. However, the FedEx Corporation Retirement Plans Investment Board is responsible for the general administration of the Plan. All team member contributions, FedEx Kinko s cash match contributions, and Profit Sharing contributions are held in a trust fund by Vanguard Fiduciary Trust Company as Trustee.

If the Plan terminates, benefits provided under this Plan are neither insured nor guaranteed by the Employer, by the Pension Benefit Guaranty Corporation (a federal governmental agency), nor under any state or federal law. What is the Summary Plan Description? This Summary Plan Description supersedes all previously distributed Summary Plan Descriptions and takes the place of any previous oral or written communication on the subject of the Plan. This Summary Plan Description ("SPD") describes the retirement benefits available to eligible team members and their eligible dependents, under the FedEx Kinko s Office and Print Services, Inc., 401(k) Retirement Savings Plan. Every effort has been made to make this SPD as complete and comprehensive as possible. However, not all of the details of the plan are provided. A complete copy of the official plan document, which is the governing document on plan benefits, eligibility, definitions and other aspects of the Plan, is on file in the FedEx Kinko s Benefits Department. It is important to note that in the case of any conflict between the official Plan Document and this summary (or any communications), the terms of the official Plan document will prevail. All statements contained in this SPD are intended to reflect general policies, principles and procedures. They do not represent a contractual commitment on the part of FedEx Kinko s Office and Print Services, Inc., and they may be changed at any time without prior notice. While FedEx Kinko s intends to maintain this plan for an indefinite period of time, it does reserve the right, at all times, and to the extent permitted by law, to change, terminate or discontinue any of the benefits or the plan. This can occur without the consent of, and without prior notice to, any active or retired person, eligible dependent, or beneficiary covered by the benefits. Please be sure to keep this SPD with other important documents that you may have. If you have questions about the Plan Questions regarding the 401(k) Plan should be directed to Vanguard Participant Services. Access Vanguard s website at www.vanguard.com. Select Personal Investors, then click the Log On button. If you need to register your account, set up your user name and password. You will need your Social Security number and plan number (093285) to register. Call Vanguard Participant Services by dialing 1.800.523.1188 (8:30 a.m. to 9:00 p.m., Eastern Time Monday through Friday). Call the 24-hour Vanguard VOICE Network using a touch-tone telephone and the Personal Identification Number (PIN) provided to you by dialing 1.800.523.1188.

General Plan Information The Plan Administrator and the FedEx Corporation Retirement Plans Investment Board ("the RPIB") are responsible for interpreting and administering the terms and provisions of the Plans. The Plan Administrator, the RPIB, and any representative whom they choose to assist them to carry out their responsibilities under the Plans will have the maximum discretionary authority permitted by law to interpret, construe and administer the Plans, to make determinations regarding Plan participation, enrollment and eligibility for benefits, to evaluate and determine the validity of benefit claims, and to resolve any and all claims and disputes, regarding the rights and entitlements of individuals to participate in the Plans and to receive benefits and payments pursuant to the Plans. The decisions of the Plan Administrator, the RPIB, and their representatives will be given the maximum deference permitted by law. Eligibility and Participation FedEx Kinko s team members are eligible to enroll in the Plan on the first of the month coincident with or following one month of full or part time employment and may enroll in the Plan at any time after that period. Pre-tax deductions will begin with the first full pay period following your enrollment effective date. Once you meet your enrollment date, you may change your savings rate at any time. International Team Members: If an International team member transfers to a position within the United States, credit will be given for previous service with respect to satisfying eligibility requirements for benefits enrollment. Team Members of FedEx Kinko s Subsidiaries: If you work for a subsidiary that is 100% owned by FedEx Kinko s Office and Print Services, Inc., and your employer has elected to participate in the FedEx Kinko s Office and Print Services, Inc., benefit plans, then you will be treated as a FedEx Kinko s Office and Print Services, Inc., team member for purposes of the FedEx Kinko s Office and Print Services, Inc., benefit plans selected by your employer. Determining Team Member Status Only team members who satisfy the conditions of eligibility will be entitled to benefits. Those who are not regular team members of FedEx Kinko s Office and Print Services, Inc., such as independent contractors and individuals who contract with third parties to perform services for FedEx Kinko s Office and Print Services, Inc., are not eligible for benefits. All determinations concerning whether any individuals or groups should be classified as team members will be made by FedEx Kinko s Office and Print Services, Inc., in its sole and absolute discretion. You are not eligible to participate in this Plan if:

Your employment is covered by a collective bargaining agreement that does not provide for your participation in this plan; You are a non-resident alien who receives no earned income from the company that constitutes income from sources within the Untied States; or You have been classified by the company as a leased employee or an independent contractor, even if a court or government agency having competent jurisdiction reclassifies you as a Team Member. Enrolling in FedEx Kinko s 401(k) Plan for the First Time When you become eligible to participate, you will receive a letter stating that you are eligible to participate in the Plan. The letter will direct you to where you can find additional information about the Plan, such as what investments options are available. The letter will also describe what steps you will need to take to enroll in the Plan. A Personal Identification Number (PIN) will be sent to you under separate cover. If you wish to make pre-tax contributions and if eligible, catch-up and rollover contributions to the Plan, follow the instructions below. If you do not choose an investment option, your pre-tax contributions, company match, and if eligible catch-up and rollover contributions are automatically invested in the Vanguard Admiral Treasury Money Market Fund. (See investment options below.) Steps to Enroll Using Vanguard s automated VOICE Network: (1) Call 1.800.523.1188. Spanish speaking participants: Call 1.800.828.4487 Hearing impaired: Call TTY at 1.800.523.8004 (2) Enter your Social Security number. After entering your Social Security number, you can speak with a Vanguard Participant Services associate at any time during operating hours. You will need to verify your name, address, and date of birth. (3) Enter your PIN. (4) Main menu selection. Press 3 To make a transaction. (5) Then press 2 To change or review your contribution. (6) Then press 1 To change or enter your payroll deductions. The Vanguard Network guides you through the enrollment process for payroll deferral percentage elections and selecting your investment options.

or (7) Written confirmation of your payroll deduction and investment choices will be mailed to your home address within three business days. Contact Vanguard online at www.vanguard.com: (1) Click on Personal Investors (2) Follow the online instructions to register and enroll. Be sure to write down the confirmation number given to you by the automated phone system, the Vanguard associate, or by the Internet, and also be sure to retain the confirmation statement mailed to your home address. Verify your savings rate on your first paycheck. Notify Vanguard of any discrepancies immediately. Your Vanguard Personal Identification Number (PIN) Your PIN is confidential. It is important that you remember your PIN; you will not be able to access your accounts through Vanguard s VOICE Network without it. If you forget your PIN, you must call Vanguard to request a new one. You will receive your new PIN, via U.S. mail to your home, in about seven to ten business days after your request. Your PIN is not required to speak to a Vanguard associate. Break in Service The Plan contains a number of special rules governing hours of service and your participation if you leave FedEx Kinko s and are later rehired, or in the event of military service, medical leave, or other paid or unpaid leaves of absence. Previously a Participant If you are a Plan participant and you transfer from one FedEx Kinko s location to another, or if you terminate your employment and you are rehired, your participation may be reinstated at your previous savings rate. Notify your supervisor upon transfer or rehire that you were previously a participant of the Plan. You are responsible for verifying that your contributions have begun on your paycheck. Contact Vanguard Participant Services if you no longer want to contribute or if your participation has not been reinstated. Additionally, your contributions will be invested in the investment elections you selected prior to your termination. To change your investment elections, contact Vanguard at www.vanguard.com or call Vanguard Participant Services.

Eligible Prior to Break If you were eligible for the Plan prior to your break in service but did not become a participant, FedEx Kinko s will recognize your service for eligibility purposes. Break Prior to Eligibility If you left FedEx Kinko s prior to becoming eligible, FedEx Kinko s will recognize your service; however, you must meet the eligibility criteria to become a participant of the Plan. Contributions Your Contributions You can contribute from 1% to 50% of your eligible compensation on a pre-tax basis. The amount you save will be taken out of both your regular paychecks and any profit sharing or bonus paychecks you may receive. Contributions to the Plan will be deposited into your account each pay period. You are always 100% vested (that is, you own 100% of your contributions to the Plan). Limits on Contributions The IRS limits the annual amount that you may contribute to a qualified retirement plan. Once you reach the contribution or compensation limit, you will no longer be able to contribute to the Plan. The limits set by the IRS are subject to change. Contact Vanguard Participant Services for additional information on the current contribution and compensation limits. Your pre-tax contributions are subtracted before federal income taxes have been withheld from your paycheck. Since you do not actually receive the money you put into the Plan, your taxable income is reduced by the amount of your contributions. That means you do not have to pay taxes on that amount until you receive the money from the Plan. Pre-tax contributions are subject to Social Security tax (FICA and FUTA withholding). Exceeding the Annual Limit on Contributions If your contributions during any Calendar Year exceed the maximum contribution or compensation limits specified by the IRS, the Plan could lose its tax-favored status. To avoid this, the Plan will prohibit excess contributions or refund any excess amount to you. Salary Reduction Catch-up Contributions Team members age 50 and older as of the end of the taxable year will be allowed to make pre-tax catch-up contributions. You can make a separate catch-up contribution

election as a percentage of compensation from 1 to 30% and deductions begin from your paycheck as soon as administratively possible. The maximum elective contribution for FedEx Kinko s 401(k) Plan can be reached in the following ways: You reach the maximum deferral limit set by the IRS; or You reach the maximum compensation limit set by the IRS; or You contribute the maximum plan limit of 50% for the whole year. Changing the Amount You Save Once you meet your enrollment date, you may change your savings rate at any time. Contact Vanguard at www.vanguard.com or 1.800.523.1188 to: Increase or decrease your contribution percentage Stop your contributions, or Reenroll if you have stopped your contributions. Your contribution change will begin with the next feasible pay period. Be sure to write down all confirmation numbers issued to you by Vanguard and retain all confirmation statements mailed to your home address. Additionally, check your paycheck to verify that your savings rate is correct. FedEx Kinko s Matching Contributions FedEx Kinko s matches your contributions dollar-for-dollar up to the first 5% of your eligible compensation for the Calendar Year. These contributions are made each pay period. As a participant of the Plan, you receive 100% of the company match in cash to invest in your designated investment elections. Prior to January 1, 2004, 25% of the company match was made in Kinko s stock. On February 13, 2004, all Kinko s stock in the 25% Company Match Account was converted to cash at the fair market value on that day and invested in the Money Market investment option available at that time. You now have complete investment discretion over all company match. Founder's Grant The Founder's Grant was an expression of thanks for team member contributions to the Company. The Board of Directors granted a one-time gift of stock worth $300 to all team members who were eligible for the Plan on January 1, 1997. The Founder's Grant is 100% vested for eligible team members. On February 13, 2004, all Kinko s stock in the Founder s Ground Account was converted to cash at the fair market value on that day and invested in the Money Market investment option available at that time. You now have complete investment discretion over amounts in your Founder s Grant account.

Profit Sharing Prior to December 31, 1993, the Company offered a Profit Sharing Plan as part of the retirement plan, which was funded by employer contributions. The Plan enabled all eligible team members to share in the profitability of the company and served as supplemental income for team members who retired from the Company. However, in an effort to offer an enhanced 401(k) Plan, contributions to the Profit Sharing Plan were discontinued. The final contribution to the Profit Sharing Plan was for the period ending December 31, 1993. As of January 1, 1998, all plan participants became 100% vested in their Profit Sharing account. Prior to January 1, 1998, a six-year vesting schedule was included as part of the Profit Sharing Plan. Participants who left FedEx Kinko s before reaching normal retirement age may have forfeited the non-vested portion of their Profit Sharing account. In the past, forfeitures were used to pay Plan administrative expenses. If you forfeited profit sharing and you have since been rehired, you may repay the full amount of any prior profit sharing distribution. If you make the repayment, the Plan will credit your Profit Sharing account with the amount previously forfeited. However, you can make the repayment only if you are rehired before you have had five consecutive one-year breaks in service, and the repayment must be made within five years of your rehire date by FedEx Kinko s. Rollover Contributions Prior to eligibility, or at any time while active, you can roll over assets from a qualified retirement plan into FedEx Kinko s 401(k) Plan. FedEx Kinko s 401(k) Plan can also accept rollovers from 403(b) Plans (Tax Sheltered Annuities/Non Profit Organizations) and 457 Plans (State Government Agencies). Rollovers must come from a qualified retirement plan that meets the requirements of the Internal Revenue Code Section 401(a), 403(b) or 457, or from an individual retirement account, or IRA. However, the Plan cannot accept a rollover of after-tax funds. The tax law provides strict rules regarding rollovers, and you will be required to certify that your rollover is from a qualified retirement plan, 403(b) Plan, 457 Plan or IRA. Additionally, all rollovers must be received within 60 days of distribution and must be in the form of a check. The Plan is unable to accept stock certificates or direct wire transfers for a rollover. If you want to make a rollover, call Vanguard, 1.800.523.1188. Your rollover funds are 100% vested, and you may direct the investment of your rollover funds among the investment options available under the Plan. You are also eligible to participate in the hardship withdrawal provisions of the Plan. If you would like to obtain prospectuses for the funds, you can go to www.vanguard.com or call Vanguard Participant Services.

Vesting Vested benefits are those benefits you are entitled to keep if you leave FedEx Kinko s. You are always fully vested in your pre-tax contributions, FedEx Kinko s matching contributions, rollover contributions and the investment earnings on your account. Plan Administration and Investments Plan Administration The Plan Administrator and the FedEx Corporation Retirement Plans Investment Board (the "RPIB") are responsible for interpreting and administering the terms and provisions of the Plan. The Plan Administrator, the RPIB, and any representative whom they choose to assist them to carry out their responsibilities under the Plan will have the maximum discretionary authority permitted by law to interpret, construe, and administer the Plan; to make determinations regarding Plan participation, enrollment and eligibility for benefits; to evaluate and determine the validity of benefit claims; and to resolve any and all claims and disputes regarding the rights and entitlements of individuals to participate in the Plan and to receive benefits and payments pursuant to the Plan. The decisions of the Plan Administrator, the RPIB, and their representatives will be given the maximum discretion permitted by law. Investment Information You, as the participating team member, decide how to invest your 401(k) contributions, 100% of FedEx Kinko s matching contributions, and all rollover contributions, as well as any Profit Sharing Plan contributions (for participants prior to December 31, 1993). Participant-Directed Investment Information Because you control the investment of your contributions, rollover contributions, FedEx Kinko s cash match, Founder s Grant and profit sharing contributions, the Plan is intended to constitute a plan described in Section 404(c) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and Title 29 of the Code of Federal Regulations Section 2550.404c-1, and the fiduciaries of the Plan may be relieved from liability for any losses directly resulting from your investment directions. You will receive a statement of your accounts each calendar quarter. The statement, which lists your account balances, contributions and other activity, is sent about two to three weeks after the end of the quarter. Recent statements covering time periods while Vanguard has been the trustee are also available at www.vanguard.com. In addition, you have the right to request the following information at any time, and the Plan will provide you with the most current information including: A list of assets comprising the value of each investment option, the value of each asset (or its percentage of the total fund), and for each fixed-rate contract, the

name of the issuer of the contract, the term of the contract, and the rate of return on the contract. Information concerning the value of shares or units in each investment option, as well as the past and current investment performance of the option determined, net of expense, on a reasonable and consistent basis. Information concerning the value of shares or units in each investment option held in your account. A description of the annual operating expenses that reduce your rate of return, and the aggregate amount of these expenses (expressed as a percentage of average net assets) for each investment option. Copies of the prospectuses, financial statements, reports, and any other materials related to your investment options. For such information, please refer to www.vanguard.com or contact Vanguard Participant Services. Types of Funds Offered You may invest in one fund or a combination of the mutual funds offered. Mutual funds consist of money that is pooled from the savings of many individual investors. The funds are managed by professionals to achieve specific investment goals, such as growth and/or income. Mutual funds generally invest in stocks, bonds, and other investment vehicles as set forth by their investment objectives. Some funds, considered to be more conservative, will emphasize safety over growth, while others the more aggressively managed funds will offer potentially greater rewards at the price of higher risk. The FedEx Corporation RPIB has selected a variety of funds to offer diversification among the investment elections. If you would like more information about these funds, or if you would like to order a prospectus, please log on to www.vanguard.com or contact Vanguard Participant Services at 1.800.523.1188. If you opt to speak with a Vanguard associate, you will need to provide them with the actual name of the fund offered. To obtain investment information or a prospectus from the automated phone system or www.vanguard.com, you will need to enter the four-digit code for each fund as listed below: Investment Funds Investment Options Fund Code Vanguard LifeStrategy Conservative Growth 0724

Vanguard LifeStrategy Moderate Growth 0914 Vanguard Admiral Treasury Money Market Fund 0011 Vanguard Retirement Savings Trust 0034 Vanguard Total Bond Market Index Fund Institutional Shares 0222 Vanguard Wellington Fund 0021 Vanguard 500 Index Fund 0040 Vanguard Windsor Fund 0022 Vanguard PRIMECAP Fund 0059 Vanguard Extended Market Index Fund 0098 Vanguard International Value Fund 0046 Vanguard Total International Stock Index Fund 0113 Investment Choices The Plan offers a wide variety of investment elections (see the following chart). You may invest in any of the mutual funds offered. It is extremely important that you review each of the prospectuses for the investment alternatives before making your investment decisions. Keep in mind that you should re-evaluate your investments regularly. As your needs change over time, you have the flexibility to change your investment elections on a daily basis. If you would like additional information, or a prospectus on these funds, or to make a change to your account, you may access your account through www.vanguard.com or contact Vanguard Participant Services. Vanguard also offers a variety of investment education tools at www.vanguard.com. Listed below are the current fund choices and their risk level. Lower Risk Higher Risk Type of Fund Money Market Bond Balanced (Stocks and Bonds) Growth & Income Stock Growth Stock International Stock Fund(s) Offered Vanguard Admiral Treasure Money Market Fund Vanguard Retirement Savings Trust Vanguard Total Bond Market Index Fund Institutional Shares Vanguard Wellington Fund Vanguard LifeStrategy Consrv Grwth Vanguard LifeStrategy Mod Grwth Vanguard 500 Index Fund Vanguard Windsor Fund Vanguard PRIMECAP Fund Vanguard Extended Market Index Fund Vanguard International Value Fund Vanguard Total International Stock Index Fund

Please notice the funds have been placed on the chart according to their risk level, as established by The Vanguard Group. How to Select or Change Your Investment Options You may select up to twelve investment options for each account or by investment fund in the Plan. Selections are made in 1 percent increments. You can choose any combination of options as long as the total equals 100 percent, such as: 100 percent in one fund; 45 percent in one fund, 55 percent in another fund; 50 percent in each of two different funds; 50 percent in one fund, 15 percent in one fund and 35 percent in one fund, or 10 percent in each of 6 different funds and 40 percent in one fund. There are two ways in which you can change your investment choices: You can transfer your existing balance among your investment fund options. You can also change your investment choices for future contributions at any time. Each investment change is independent of the other. To change both existing balance and future contributions, you must make two independent changes. Change may be made any day, 24 hours a day subject to limitations set forth in each fund s prospectus. However, you can only change your investment choices for your existing balances once during any business day. Once you have made a change in your investment choices for your existing balances, you must wait until the following business day to make another change. Vanguard provides convenient, automated service that allows you to select or change your investment options, check your loanable amounts and account balances, model and request loans, and request withdrawal forms by phone. Just contact Vanguard at 1.800.523.1188 or www.vanguard.com. How to Request a Change Changes can be made any day, 24 hours a day on-line or by calling Vanguard s VOICE Network at 1.800.523.1188. You can also speak to a Vanguard Participant Services associate between 8:30 a.m. and 9:00 p.m., Eastern Time, Monday Friday, by calling Vanguard at 1.800.523.1188. If you make elections/changes before the stock market closes (normally 4:00 p.m., Eastern Time), your elections/changes are based on that day s closing price. If you make elections/changes after the stock market closes, your elections/changes will be based on the next business day s closing price. When the stock market closes before 4:00 p.m., Eastern Time (e.g., Christmas Eve), any elections/changes made before closing are based on that day s closing price. Elections/changes made after the closing are based on the next business day s closing price.

Vanguard will send a written confirmation of your elections or changes to your home address within seven business days. Current Account Balance Your current account balance is money that has already been invested in the Plan. For example, if 100% of your 401(k) assets are currently invested in the Vanguard 500 Index Fund, you can move these assets into any of the other mutual funds offered in the Plan in 1% increments totaling 100%. Please contact Vanguard Participant Services for additional information. Future Contributions Your future contributions are those funds that will be deducted from your paycheck, or those funds that are coming into the Plan at a future date. For example, your current account balance is invested in the Vanguard 500 Index Fund. However, you want your future contributions (ongoing deductions from your paycheck) to be invested in the Vanguard PRIMECAP Fund. You will need to instruct Vanguard to invest your future contributions differently from the investment of your current account balance. In this example, your funds would be invested as follows: Current Account Balance: Future Contributions: 100% 500 Index 100% PRIMECAP Please contact Vanguard Participant Services for additional information and assistance. Valuation of Your Plan Account How Investment Results Affect Your Account The value of your account is determined as of the end of each business day. Investment gains and losses will be separately allocated to your account based on the individual investment performance of the investment elections you have selected. You will receive a quarterly statement of the investment performance of your individual account and the various investment elections offered through the Plan. Determining the Total Value of Your Account The total value of your account will depend on the amount of each of the following: Pre-tax contributions made by you, Any rollover contributions made by you,

FedEx Kinko s matching contributions made on your behalf, Investment earnings, gains and losses, and expenses allocated to your account, and Outstanding loans, withdrawals, and distributions from your account. Payment of Benefits Withdrawals or Distributions If you are no longer working for FedEx Kinko s nor any member of the FedEx control group, you have the following options: Leave your assets invested in the Plan if your account balance is more than $1,000. Roll over your assets into another qualified retirement plan to postpone taxation and avoid penalties (for additional tax information, see the 402(f) Notice contained in the Legal Notifications section). Receive a cash distribution generally subject to mandatory 20% federal income tax withholding and a 10% federal penalty (if you receive your assets before you are 55), and often state taxes and penalties as well (for additional tax information, see the 402(f) Notice contained in the Legal Notifications section). Always check with a qualified tax advisor before you elect a distribution. If your account balance is more than $1,000, you may leave all of your funds in the Plan until retirement. Assets in the Plan continue to experience investment gains and losses, and you may continue to transfer your funds between the investment options. Statements of your account will be mailed to your home address on a quarterly basis. If your account balance is $1,000 or less, you must take a distribution or roll over the balance of your account to another qualified retirement plan or IRA. Each quarter, a notification will be mailed to terminated participants with an account balance of $1,000 or less who have not requested a rollover or distribution of their account. This notice will outline the options available. Failure to respond to this notice by the indicated deadline will result in a de minimus distribution check being mailed to your home address. If you no longer work for FedEx Kinko s nor any member of the FedEx control group, you may receive a distribution or roll over your assets invested in mutual funds at any time following 45 after your termination date. All distributions will be in cash.

If you have an outstanding 401(k) loan, Vanguard must receive your repayment prior to your applying for a rollover of your remaining account balance, or your outstanding loan balance will be deemed a distribution and reported to the IRS as a taxable event. Please note that you are not eligible for a distribution or rollover if you transfer to another FedEx Kinko s location, if you are rehired by FedEx Kinko s, if you are working for FedEx Kinko s on a temporary basis, or if you are working for any member of the FedEx control group. If you are a Plan participant receiving severance pay, see the heading entitled, Severance Pay. Retirement Benefits Retirement is the later of age 65 or the fifth anniversary of the date you become a Plan participant. For example, if you are eligible to participate when you are 62, you will be eligible to receive your account balance at age 67 when you retire. Plan benefits are always paid in a single lump sum. If you decide to continue working beyond your normal retirement age, the Plan will not distribute your account to you until after you actually retire, unless you elect to withdraw funds before then. See the heading entitled, Loans and Withdrawals later in this section for information on withdrawals at age 59-1/2 and required minimum distributions (RMDs). If you want to withdraw funds after you reach age 59-1/2, your withdrawal will not be subject to the 10% federal penalty. For additional information, contact Vanguard Participant Services. Disability Benefits If you become long-term disabled and your employment is terminated with FedEx Kinko s, you will be entitled to your account balance as a disability benefit in the same manner as if you had retired. For additional information or to request your vested account balance, call Vanguard Participant Services. Death Benefits Should you die while you are a participant in the Plan, your designated beneficiary will be eligible to receive the vested value (or vested accrued benefit) of your FedEx Kinko s 401(k) account, called a death benefit. If upon your death you are married, your death benefits will automatically be paid to your spouse unless you select another beneficiary

and your spouse consents to the designation of another beneficiary, in writing on the applicable form. The account balance may be distributed shortly after the death of the participant or, at the election of the designated beneficiary, the distribution may be delayed. Death benefits generally must be distributed by December 31 of the fifth anniversary of the participant s death. For additional information, call Vanguard Participant Services. For tax information, see the 402(f) Notice contained in the Legal Notifications section. For information on designating a beneficiary see the heading entitled, Additional Plan Information later in this section. Steps to Take to File an Application for Benefits Death (1) Your beneficiary must notify Vanguard at 1.800.523.1188 of your death and submit necessary information to Vanguard. (2) Vanguard will verify the beneficiary and coordinate the distribution process. Vanguard will mail a PIN to the beneficiary along with detailed information regarding the distribution. Payment of Benefits Benefits are paid in a single lump sum. Loans General Loan Information The Plan offers two types of loans: general purpose loans and home loans. Loans are limited to participants who are employed by FedEx Kinko s. All loans are granted on a non-discriminatory basis. General purpose loans may be taken for any reason, and home loans may be taken for the purchase or construction of your primary residence. General purpose loans must be repaid within five years and home loans must be repaid within 10 years. You may take one loan per Calendar Year; up to two loans may be outstanding at any time. You can borrow up to half of your account balance, excluding Profit Sharing and Founder s Grant contributions. The minimum loan amount is $500; the maximum loan amount is $50,000; however, the principal outstanding on an existing 401(k) loan affects the amount available for an additional loan. Moreover, the available amount for a new loan may be affected by your highest outstanding balance of loans during the past 12 months. For details on the amount available to you, log

on to www.vanguard.com or contact Vanguard Participant Services at 1.800.523.1188. The interest rate on a loan is the prime rate plus 2%, which is reviewed and adjusted periodically. The interest rate and principal repayment amount is fixed for the period of the loan. Once you have cashed your check, you have agreed to the terms of your loan and your repayment amount cannot be altered. You repay the principal and interest directly to your 401(k) account through payroll deductions. Loans are funded first from rollover contributions; next from team member contributions; and finally from FedEx Kinko s cash match. All loan repayments are first credited to FedEx Kinko s cash match, next to team member contributions, and finally to rollover contributions. Once you request a 401(k) loan, you will be charged an initial set-up fee of $100, which is deducted from the proceeds of the loan. You repay a 401(k) loan through automatic payroll deductions over a period of six months to five years or in any six-month increment in between for a general purpose loan, or to 10 years if the loan is used to purchase or construct your primary residence. Because all loan repayments are made through automatic payroll deductions, you are not eligible for a 401(k) loan if you no longer work for FedEx Kinko s. Your contributions to the Plan will continue while you repay a 401(k) loan, unless you contact Vanguard to stop your contributions. Participant loans from 401(k) plans are not included in taxable income unless a team member fails to make regular repayments on the 401(k) loan. Failure to make a repayment on time may result in the loan being deemed a distribution and reported to the IRS as a taxable event. If you are not yet age 59-1/2, a 10% federal penalty tax and possibly a state penalty tax may also apply. In addition, if you transfer from one FedEx Kinko s location to another, you are responsible for ensuring that your 401(k) loan repayment(s) are reflected on your paycheck. Failure to immediately notify the Payroll Department of discrepancies may result in the 401(k) loan(s) being deemed a distribution and reported to the IRS as a taxable event. If you are not yet age 59-1/2, a 10% federal penalty tax and possibly a state penalty tax may also apply. If you go on an approved leave of absence at a rate of pay (after withholdings) that is less than the required loan repayments, you will not be required to make your 401(k) loan repayments for up to one year while on the leave. Upon your return, your loan payments will resume. You may pay the missed amount

accumulated during your leave upon return to active status, or by the last scheduled payment date of your loan. If you fail to make up the missed payments by the end of the term of your loan, your loan will be considered delinquent and will default. When a loan is declared in default, Internal Revenue Service regulations require that the outstanding principal balance, plus the interest accrued through the date of default, be treated as having been received as a distribution from the Plan. If you terminate your employment after receipt of a loan, and do not pay the outstanding balance by the last day of the calendar quarter following the calendar quarter in which your last scheduled payment was due or made, whichever is first, your loan will be deemed a distribution and reported to the IRS as a taxable event. Federal and state early distribution penalties may also apply. General Purpose Loans To request a general purpose loan, contact Vanguard at 1.800.523.1188 or www.vanguard.com. Loan checks are generally mailed to your home address one week after you complete your request. (Express loans are generally mailed the next business day.) You will also receive a promissory note regarding the terms of your loan from Vanguard for your files. Review your agreement carefully before you sign, cash, or deposit your check. Once you have signed, cashed, or deposited your check, you will be held to the terms of your promissory note. Home Loans If the terms shown on your promissory note are not correct, do not sign, cash, or deposit your check call Vanguard Participant Services immediately. To request a home loan, contact Vanguard at 1.800.523.1188 or www.vanguard.com. A loan application packet will be mailed to your home address five to seven business days after you complete your request. Once you have received your application: Sign and return the application with any required documentation to Vanguard. Your check will be sent about one week after approval.

Verification of Your Account If you are in the process of purchasing a home and you need verification of your account, you can request an account statement by contacting Vanguard at www.vanguard.com or 1.800.523.1188. Repaying a 401(k) Loan You may repay the outstanding principal of your loan at any time without penalty. To repay a 401(k) loan early, contact Vanguard Participant Services. Total repayment must be in the form of a cashier's check or money order and should be made payable to: "VFTC as Trustee for FedEx Kinko s 401(k) Plan - 093285, FBO (your name and Social Security number)" Send the cashier's check or money order with a note indicating you are repaying your loan early as follows: For Overnight Deliveries Only: By Regular Mail: The Vanguard Group Attn: Plan #093285 100 Vanguard Blvd. Malvern, PA 19355 The Vanguard Group Attn: Plan #093285 P.O. Box 1101 Valley Forge, PA 19482 Partial payments and personal checks cannot be accepted. For information on repaying a 401(k) loan if you are a Plan participant receiving severance pay, please see the heading entitled Additional Plan Information. Withdrawing Money Hardship Withdrawals After exhausting the loan process, you may be eligible to take a hardship withdrawal if you are an active team member or on an approved leave of absence. If you roll over funds into the Plan, you are eligible to take a hardship withdrawal prior to participating in the Plan. To take a hardship withdrawal, you must be prepared to provide paperwork evidencing one of the financial needs as defined by the Internal Revenue Service (IRS): Purchase or construction of your primary residence, Prevention of eviction from, or foreclosure of, your primary residence,

Payment of unreimbursed medical expenses for yourself, your spouse or your dependents, Payment of post-secondary education for yourself, your spouse or your dependents, Payment of burial or funeral expenses for your deceased parent, spouse or dependents, or Certain expenses for the repair of damage to your principal residence. Hardship withdrawals are limited to team member contributions and rollover contributions only. FedEx Kinko s matching contributions, Founder s Grant and Profit Sharing are not available for hardship withdrawals. You may take one hardship withdrawal per Calendar Year. The minimum withdrawal amount is $500 or the maximum available to you under $500. The Plan may only issue to you the amount necessary for your hardship, federal and state taxes, and potential penalties. You must attest that no other funds are available to satisfy your immediate financial need and be prepared to provide paperwork evidencing this financial need. Hardship withdrawals are subject to federal and state taxes, and potential penalties. Please contact a qualified tax advisor before applying for a hardship withdrawal. If you receive a hardship withdrawal, you are suspended from participating in the Plan for six months following your hardship withdrawal. Steps to take to Request a Hardship Withdrawal (1) Call Vanguard at 1.800.523.1188 to request a withdrawal form. Vanguard will send you a withdrawal form with five to seven business days. (2) Complete the withdrawal form and return it to Vanguard. If any documentation is required, you will need to provide proof of the financial hardship with your form. If approved, your check will be mailed within one week after your request is received and approved by Vanguard. In-service Withdrawals at Age 59-1/2 When you have reached age 59-1/2, you may withdraw all or any portion of your contributions, as well as rollover contributions to the Plan. Company matching contributions, Founder s Grant and Profit Sharing contributions are not available for withdrawal.

To be eligible for a withdrawal at age 59-1/2, you must be an active team member or on an approved leave of absence. If you elect to take a withdrawal at age 59-1/2, you may continue to participate in the Plan. At age 59-1/2, there is no minimum withdrawal amount, and there is no limit on the number of withdrawals you may take in a 12-month period. All withdrawals are subject to federal and state income taxes, but not the 10% federal penalty. Steps to take to Request a 59-1/2 Withdrawal (1) Call Vanguard at 1.800.523.1188. A Vanguard associate will assist you in determining the amount available for withdrawal. You can either request an express withdrawal or request an application, which will be sent within five to seven business days. (2) If you request an application, complete and mail the application back as directed on the form. The application expiration period is 20 business days from the application date. (3) Your check will generally be mailed the next business day for an express withdrawal or within one week of Vanguard receiving the properly completed application. Required minimum Distributions (RMDs) If you remain actively employed with FedEx Kinko s beyond age 70-1/2, you may elect to receive the assets in your account: On or after April 1 st of the Calendar Year in which you attain age 70-1/2, or On or after April 1 st of the Calendar Year in which you terminate employment with FedEx Kinko s. Contact Vanguard Participant Services for additional information. General Information All questions and transactions on your account must be initiated with Vanguard at www.vanguard.com or 1.800.523.1188. In the event that your address is incorrect, loan checks, withdrawals, distributions, and rollovers cannot be issued until your address is corrected through FedEx Kinko s MyHR and transmitted to Vanguard. Address corrections may take up to 30 days, depending on the payroll cycle. Distributions or Rollovers To request a distribution or rollover, call Vanguard Participant Services. Distribution and rollover checks are generally mailed to your home address five to seven working days

after you complete your request, provided your termination status and termination date have been transmitted by the Payroll Department to Vanguard and your address is correct. If your address or status is incorrect, your distribution or rollover may be delayed up to 30 days depending on the payroll cycle. During the month of January following your receipt of a distribution or rollover, you will receive an IRS 1099-R form for tax reporting purposes. It is critical that you maintain a current address with FedEx Kinko s to ensure you receive all necessary tax information. Federal Tax Consequences The following information addresses questions you may have about the tax consequences of participating in the Plan. However, you should understand that because the tax laws are complex, this information is not complete in all respects and does not address state or local tax laws or the application of foreign or United States tax laws if you live outside the United States. Furthermore, because tax laws and regulations are constantly changing, you should consult a tax advisor concerning the tax consequences of participation in the Plan, including the affects of distributions, withdrawals, loans, or any other payments made to you from the Plan. You may also obtain additional information from the 402(f) Notice in the Legal Notifications section. Taxes on Your Contributions The Plan is designed to qualify for special tax treatment under Section 401(a) and 401(k) of the Internal Revenue Code. As long as the Plan continues to qualify for such treatment, as a participant, you will be able to defer federal income taxes on your contributions and FedEx Kinko s matching contributions, until you receive a distribution or withdrawal. Taxes on Your Investment Earnings As with contributions, you will be able to defer federal income taxes on the investment earnings or realized gains on the amounts invested in your 401(k) account until you receive a distribution or withdrawal. Future Taxes on Your Contributions and Earnings Income tax deferral is not the same as never having to pay taxes. Any distribution or withdrawal that you receive from your 401(k) account will be included in your taxable income in the year in which you receive the distribution or withdrawal. Ordinarily, you will be taxed on your distribution or withdrawal from your account as ordinary income in the year of the distribution. The taxes you owe will be calculated at the rates on ordinary income in effect at the time of distribution, which may be higher or lower than the tax

rates on ordinary income in the year the contributions were made. In addition, penalty taxes may be imposed on certain early distributions or withdrawals from your account. Tax Consequences of Loans Participant loans from 401(k) plans are not included in taxable income unless you fail to make regular repayments on the 401(k) loan. Failure to make a repayment on time may result in the loan being deemed a distribution and reported to the IRS as a taxable event. In addition, if you no longer work for FedEx Kinko s, you have until the last day of the calendar quarter following the calendar quarter in which your last scheduled payment was due or made, whichever is first, to repay any principal outstanding on your 401(k) loan(s). Failure to repay any outstanding balances will result in the loan being considered a distribution and reported to the IRS as a taxable event. Federal and state early distribution penalties may also apply. Distributions or Withdrawals from Your Account before Age 59-1/2 An additional federal tax penalty equal to 10% of the distribution or withdrawal is imposed on distributions or withdrawals received by participants prior to attaining age 59-1/2 unless the distribution or withdrawal is received: After you reach age 55 and your employment terminates with FedEx Kinko s, After you become disabled or die, As payment to an alternate payee under a Qualified Domestic Relations Order, The payment is rolled over to another qualified retirement plan or IRA; or In an amount up to your deductible medical expenses on your personal federal income tax return for the year. Some states impose a tax penalty in addition to the 10% federal penalty. Rollovers to an IRA or another Employer's Retirement Plan You may avoid current taxation and penalties by rolling over your vested account balance to another Qualified Retirement Plan, IRA, 403(b) tax sheltered annuity, or 457 eligible governmental deferred compensation plan. A rollover is accomplished in one of two ways: 1. You can choose a direct rollover of all or any portion of your payment that is an eligible rollover distribution. In a direct rollover, the eligible rollover distribution is paid directly from the Plan to an IRA or another employer's plan that accepts rollovers. If you choose a direct rollover, you are not taxed on the payment until you later take it out of the IRA or the employer plan.

2. If you have an eligible rollover distribution paid to you, you can still decide to roll over all or part of it to an IRA or another employer's plan that accepts rollovers. If you decide to roll over all or part of your distribution, you must make the rollover within 60 days after you receive the payment. The portion of your payment that is rolled over will not be taxed until you take it out of the IRA or the employer's plan. You can roll over up to 100% of the eligible rollover distribution, including an amount equal to the 20% federal income tax that was withheld. If you choose to roll over 100%, you must find other money within the 60-day period to contribute to the IRA or the qualified plan to replace the 20% that was withheld. On the other hand, if you roll over only the 80% that you received, you will be taxed on the 20% that was withheld. For additional information and examples, see the 402(f) Notice in the Legal Notifications section below. Additional Plan Information Designating a Beneficiary It is important that you name the person or persons you wish to receive benefits upon your death. You can name your beneficiary(ies) by printing, completing and signing the form provided in the electronic enrollment kit and returning the form to Vanguard. Beneficiary forms can also be obtained by contacting Vanguard at 1.800.523.1188 or www.vanguard.com. If you are married at the time of your death, your spouse is automatically the beneficiary unless your spouse previously consented to the designation of another person as your beneficiary on the beneficiary form. Your spouse s written consent must be witnessed by a notary public. The completed, signed beneficiary designation must be on file with Vanguard prior to the date of your death. It is important that you periodically review your beneficiary designation, which appears on your quarterly statement, because the most recent valid beneficiary form of file determines who receives any death benefits. Keep it up to date, especially if your marital status changes. If your beneficiary dies before your account balance is distributed, your account is paid to the named contingent beneficiary. If you are not married, and no beneficiary is named, your account is paid to the beneficiary designated under other FedEx Kinko s Benefit Plans, such as for Life Insurance. If no such beneficiary has been designated, then the first person who is alive at the time as follows: your children (including stepchildren and adopted children, if adopted while minors, and descendants of deceased children); your trust; your estate; your surviving parents in equal parts; your surviving siblings in equal parts. Receiving Severance Pay If you are no longer working for FedEx Kinko s but are receiving severance pay, you will not be able to make contributions to the Plan. You may elect to receive a distribution or roll over your vested account balance. Please contact Vanguard Participant Services for instructions and assistance.

As a Plan participant receiving severance pay, you may continue to make repayments on any outstanding 401(k) loan(s). If you choose to continue to make 401(k) loan repayments, you will not be able to take a distribution or roll over your vested account balance until you discontinue receiving severance pay. At that time, you will have until the last day of the calendar quarter following the calendar quarter in which your last scheduled payment was due or made, whichever is first, to repay any remaining outstanding loan balance(s), or the balance(s) will be considered a distribution and reported to the IRS as a taxable event. Administrative Fees Since the inception of the Plan, participants have paid administration fees. The Plan administration fees include record keeping, trustee, legal fees and other administrative expenses. Prior to January 1, 1997, 401(k) Plan administration fees were charged to 401(k) Plan participants' accounts under the investment gains/losses section on their quarterly statements. This meant that the rate of return for a specific fund would vary from the rates of return published by the recordkeeper. At this time, you will not be charged any fees for administration of the Plan. There are also administrative fees associated with loans from the Plan. Once you request a 401(k) loan, you will be charged an initial set-up fee of $100. Payments to an Alternate Payee The FedEx Kinko s Office and Print Services, Inc., 401(k) Retirement Savings Plan was designed to help team members save and plan for financial security in their later years. Therefore, except as described in the Summary Plan Description, team members are not permitted to assign their benefit to another person or use their benefit as collateral for a loan other than permitted in the Plan. Federal law does permit payment of all or a portion of a team member's benefit to another person provided that such a payment is made in compliance with a federal tax levy or a Qualified Domestic Relations Order (QDRO), relating to child support, alimony or marital property rights payments. The Administrator will follow standards as prescribed by federal law in determining whether a Domestic Relations order is "qualified." A QDRO is a judgment, decree or order, made in accordance with domestic relations law and subject to provisions under federal law, that requires the plan administrator to pay all or a portion of your benefit to a spouse, former spouse or dependent. An alternate payee is a spouse, former spouse or dependent who is recognized under a QDRO as being entitled to receive all or part of your benefit. The plan administrator is ultimately responsible for determining if a DRO is a QDRO. However, FedEx Kinko s has contracted with Mercer Human Resource Consulting to

review DROs and to determine if they meet the requirements of a QDRO. Direct inquiries about QDROs to: FedEx Kinko s QDRO Administration Center c/o Mercer Resource Consulting 462 South Fourth Avenue, Suite 1500 Louisville, KY 40202-3415 You may call 1.502.561.7809 to speak with a representative or request governing procedures or sample orders, which are provided without charge. Testing A 401(k) Plan that makes Safe Harbor matching contributions will not be considered a top-heavy plan. As a Safe Harbor Plan, FedEx Kinko s 401(k) Plan will automatically meet the top-heavy testing requirements. The Plan is required to pass an annual limitation test. If you exceed this limit, you may receive a refund or incur a forfeiture. For additional information on the current year s limits, please contact Vanguard Participant Services. For information on Non-Discrimination Testing, see the "Safe Harbor Notice" contained in the Legal Notifications section.

Glossary of Terms Assets Total account balance within the Plan. Beneficiary The person(s) you designate to receive your vested account balance should you pass away. If you are married when you die, your death benefits will automatically be paid to your spouse unless you select another beneficiary, and your spouse consents to the designation of another beneficiary, in writing, on the beneficiary form. If you do not name a beneficiary, the Plan provides that your death benefits will be paid to your spouse. If there is no spouse and you do not name a beneficiary or if your named beneficiary dies before you, the Plan provides that your death benefits will be paid to the beneficiary designated under other FedEx Kinko s Benefit Plans, such as for Life Insurance. If no such beneficiary has been designated, then the first person who is alive at the time as follows: your children (including stepchildren and adopted children, if adopted while minors, and descendants of deceased children); your trust; your estate; your surviving parents in equal parts; your surviving siblings in equal parts. Break in Service Under ERISA, a break in service occurs on the earlier of the date your employment terminates for any reason (unless you are rehired within 12 months) or you remain absent on leave for any reason for 12 months. Cash Match The company match contributed to your account and invested in your investment elections. Company Match Through the company match, FedEx Kinko s is able to help team members add to their retirement savings plans. FedEx Kinko s currently matches your contributions dollar-for-dollar, up to 5% of your eligible compensation. Compensation All eligible wages or salary paid to you, including overtime pay, bonuses, and commissions to the IRS maximum. This limit is subject to change annually. Contact Vanguard Participant Services for the current year's compensation and contribution limits. Current Account Balance Your funds currently invested in the Plan. Death Benefit The vested value of your account payable to your designated beneficiary in the event of your death. De Minimus Distribution Section 417(e) of the Internal Revenue Code allows qualified retirement plans to make a distribution to a terminated participant without the participant's consent if the vested account balance does not exceed $1,000. Disability If you become disabled and your employment terminates with FedEx Kinko s, you will be entitled to your account balance paid as a disability benefit in the same manner as if you had retired. Distribution The withdrawal of funds from the Plan that may be subject to local, state, and federal taxes as well as penalties.

Diversify or Diversification To invest money among a wide range or type of investment options. Effective Date/Entry Date Your participation becomes effective the first of the month coincident with or next following the date you have completed at least one month of service with the company, provided you complete the necessary steps and you meet the eligibility requirements. If you enroll in the Plan after your initial eligibility period, you may enroll at any time after that period and your participation will become effective as soon as administratively possible. Eligibility or Eligible You may enroll in the Plan at any time, following your completion of one month of service. Eligible Compensation The following compensation paid to you for any period of time: salary, wages, overtime, bonuses and other incentive pay (other than awards and award gross-ups), non-recoverable draw, commissions, on-call/standby pay, pay in lieu of notice, and pay for vacation, sickness, holiday, bereavement, jury duty, witness duty, training, military leave, and workers' compensation, including pre-tax contributions to a Section 125 or Section 132 plan, or FedEx Kinko s 401(k) Plan, but cannot exceed the IRS maximum. For information on the maximum compensation and contribution limits, contact Vanguard Participant Services. Eligible Rollover Distribution A distribution from the Plan other than a required minimum distribution after your reach age 70-1/2 or a hardship withdrawal. Employer Employer refers to FedEx Kinko s Office and Print Services, Inc. ERISA The Employee Retirement Income Security Act of 1974 that regulates the funding and administration of qualified employee benefit plans. FedEx Kinko s Office and Print Services, Inc. The employer, plus any predecessor or successor who adopted or adopts the Plan. Fiduciary A person who has discretionary control over or responsibility for a plan's administration and/or its assets. Founder's Grant The one-time gift of stock worth $300 given to all team members who were eligible for the Plan on January 1, 1997. Future Contributions The funds that are being deducted from your paycheck or those funds that are coming into the Plan at a future date. Hardship Withdrawal When you take money from your 401(k) account for one of the following reasons: to purchase your primary residence, to prevent eviction or foreclosure of your primary residence, to pay unreimbursed medical expenses for you, your spouse, or your dependents, to pay for post-secondary education for yourself, your spouse, or

your dependents, to pay burial or funeral expenses for your deceased parent, spouse or dependents, or to pay for the repair of certain damages to your principal residence. IRA An Individual Retirement Account established for personal savings. IRS Internal Revenue Service. Loan(s) The Plan offers two types of loans: general purpose loans and home loans. General purpose loans may be taken for any reason, and home loans may be taken for the purchase or construction of your primary residence. Mutual Fund Mutual funds consist of money that is pooled or saved by many investors and managed by professionals to achieve investment goals. Mutual funds generally invest in stocks, bonds, and other investment vehicles as set forth by their investment objectives. Open Enrollment The designated time during which you may enroll in the Plan.. Participant A current team member who has satisfied the requirements for participation shall become a participant on the first of the month coincident with or following the date he/she met the eligibility requirements. A former team member who has made contributions and whose account balance has not been distributed or rolled over is also considered a participant. Personal Identification Number (PIN) A four-digit personal identification number (PIN) that Vanguard will send you once you become eligible to participate. Your PIN will help identify you when you make future calls. This number will also help protect the confidentiality of your account. Plan Refers to FedEx Kinko s Office and Print Services, Inc., 401(k) Retirement Savings Plan, as amended. Plan Administrator Refers to FedEx Kinko s Office and Print Services, Inc., as the fiduciary named in the Plan and having the responsibility and authority over the management and operations of the Plan Profit Sharing Plan Before the FedEx Kinko s 401(k) Plan, the Company provided retirement savings for team members based upon the profit of the company. Each year, the Board of Directors voted to contribute a certain percentage of profit to the Plan for eligible team members who were actively at work on December 31 of each year. In 1993, the Board of Directors voted to discontinue contributions to the Profit Sharing Plan so that the 401(k) Plan could be enriched. Prospectus(es) The legal description of a mutual fund that is prepared by the investment company. Qualified Domestic Relations Order (QDRO) An order or decree issued by a state court in domestic relations cases that legally attaches the accrued benefits of a team member for the provision of child support, alimony or marital payments.

Qualified Retirement Plan A plan that meets the requirements of the Internal Revenue Code Section 401(a). Retirement The later of age 65 or the fifth anniversary of the date you become a participant of the Plan. Rollover The transaction that takes place when you join or leave a company and transfer your 401(k) funds from one qualified retirement plan to another. Savings Rate The amount you choose to have deferred from your eligible compensation on a pre-tax basis. Spouse For Plan purposes, all references to spouse shall have the same meaning as set forth in 1 United States Code Annotated Section 7 (1 U.S.C.A. 7) (a person of the opposite sex who is a husband or wife), and shall be deemed to refer solely to persons who have entered into a marriage, as defined in 1 U.S.C.A. 7 (a legal union between one man and one woman as husband and wife). Stock Shares of ownership in a business. Trustee Refers to the Vanguard Fiduciary Trust Company for all team member contributions, FedEx Kinko s cash match, Founder s Grant and Profit Sharing contributions, and rollover contributions. Trust Fund Refers to the trust in which all contributions of the Plan (increased by any investment gains and reduced by any investment losses) are held. Valuation The process of determining the value of a company's worth. Vanguard Fiduciary Trust Company The Vanguard Group, Inc. provides all of the record keeping for the Plan. Vanguard Fiduciary Trust Company is the Trustee of all Plan assets. Year of Service Any 12 months in which you are employed by FedEx Kinko s, including up to one year of vacation, approved leaves of absence, or military leave, and absences from employment with FedEx Kinko s of up to one year. Vesting or Vested Your right of ownership to benefits under a retirement plan. Vested Accrued Benefit The vested value of your account.

Legal Notifications Pension Benefit Guaranty Corp. (PBGC) The FedEx Kinko s Office and Print Services, Inc., 401(k) Retirement Savings Plan ("the Plan") is a defined contribution plan and is not covered by the termination insurance of the PBGC. In the event the Plan is terminated, participants would be immediately and fully vested in the value of their accounts at the time of the termination. Benefits under the Plan are also not guaranteed by the Employer, any other federal government agency nor under any state or federal law. For more information on PBGC insurance protection and its limitation, contact the Plan Administrator or the PBGC Office of Communications at (202) 326-4040 or by mail at: Your Statement of Rights under ERISA PBGC Office of Communications 1200 K Street N.W. Washington, DC 20005 As a participant in FedEx Kinko s 401(k) Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act (ERISA) of 1974. ERISA provides that all Plan participants will be entitled to: Examine, without charge, at the Plan Administrator's office and at other specified locations, such as work sites and union halls, all Plan documents, including insurance contracts, collective bargaining agreements and copies of all documents filed by the Plan with the Pension and Welfare Benefits Administration, U.S. Department of Labor, such as detailed annual reports and plan descriptions. Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator. The Plan Administrator may make a reasonable charge for the copies. Receive a summary of the Plan's annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report. Obtain a statement telling you whether you have a right to receive a pension at normal retirement age and, if so, what your benefits would be at normal retirement age if you stop working under the Plan now. If you do not have a right to a pension, the statement will tell you how many more years you have to work to get a right to a pension. This statement must be requested in writing and is not required to be given more than once a year. The Plan must provide the statement free of charge. In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan. The people who

operate your Plan, called fiduciaries of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer, your union or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a pension benefit or exercising your rights under ERISA. If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request materials from the Plan Administrator and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the Plan's decision or lack thereof concerning the qualified status of a domestic relations order or a medical child support order, you may file suit in federal court. If it should happen that Plan fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous. If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this statement or about your rights under ERISA, contact the nearest area office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. FedEx Kinko s Rights While FedEx Kinko s Office and Print Services, Inc., intends to continue the Plan indefinitely, it does reserve the right to the extent permitted by law to unilaterally modify, change or terminate the Plan at any time, without the consent of, and without prior notice to, any participant, including the rights to: Change the levels of benefits provided, Change the class or classes of covered persons eligible for benefits, Terminate a plan in its entirety or with respect to any covered class or classes.

Filing A Claim Under the 401(k) Plan: Your Rights If you think you are eligible for a plan benefit, you must file a claim. You alone are responsible for making sure your claim is filed accurately and on time. When you have filed the completed claim form, where applicable, along with any required documentation, the claims paying administrator should process your claim within 90 days. Sometimes more time may be needed if additional information is required. If this happens, you will be notified in writing of the delay before the first 90-day period expires and you will be told what is needed to complete the processing of your claim. The processors will complete the processing of your claim and inform you of the decision within a second 90-day period, even if you do not provide the information requested. If the claim is denied, in whole or in part, a letter will be sent to you with the following: Specific reason or reasons for the denial Specific reference to the relevant plan provision on which the decision is based Description of additional information needed to support your claim and an explanation of why it is needed Information on how to appeal your claim, should you wish to pursue it further Description of the appeal procedures and time limits Statement of your right to bring a civic action under ERISA if your appeal is denied If an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse benefit determination, either the specific rule, guideline, protocol, or other similar criterion; or statement that such a rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol, or other criterion will be provided free of charge to the claimant upon request Appealing a Denial: Your Rights You have the right to request a full and fair review of the denied claim at what is referred to as the appeal level. Your request must be submitted in writing to the address provided in the denial letter within 60 days from the date that you receive the written denial of the claim. It is your responsibility to provide information to support your appeal. If you or your authorized representative fails to request the appeal within the time previously described in the above paragraph, you will be denied a review and you may be giving up legal rights to later contest the denial of benefits.

In support of your appeal, you may submit written comments, documents, records and other information relating to your claim to the address provided in the statement. This information will be reviewed by an appeal committee, who will make the final determination on your appeal. As part of this appeal, you or your authorized representative has the right to review, upon request and free of charge, all documents, records and information relevant to the basis on which your claim for benefits was decided. Relevant information includes any information submitted, considered or generated or relied upon in making your benefit decision. To receive a copy of these documents, send your request to the address shown on the denial letter, or call the phone number shown on the statement. You can include this as part of your appeal. You should receive a letter within 10 days telling you that your request for appeal has been received. If you do not receive a letter, you should call the Employee Benefits/Appeals Department at 1-800-525-4478 or 1-901-434-4800 in the Memphis area to ask about your appeal. Your appeal will be prepared for presentation to an appeal committee. The plans provided that the appeal committee has the authority and discretion to interpret the plans provisions and to determine eligibility under the plans to receive benefits. In most cases, your appeal will be heard by the FedEx Express Benefit Appeals Committee (BAC). The decision on your appeal will normally be issued within 60 days of receipt of your request. Sometimes more time may be needed if there are special circumstances, such as a need for additional information. If this happens, you will be notified in writing of the delay before the first 60-day period expires, and you will be told what is needed to complete the processing of your appeal. The decision on your appeal will be issued within 60 days of receipt of the additional information. This decision is sent to you in writing and includes: The specific reason or reasons for the adverse determination Reference to the specific plan provisions on which the benefit determination is based A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access and copies of all relevant documents including any internal rules, guidelines, protocols, or other similar criteria used as a basis for the denial, or a statement that a protocol or other criteria was relied on and that a copy will be made available to the claimant free of charge upon request. A statement informing the claimant about the right to bring a civil action under ERISA

Legal Action If you want to take legal action for any reason related to your benefit claim, you may serve the summons and complaint on FedEx at: Federal Express Corporation Building B 3rd Floor, COMAIL 7103 3620 Hacks Cross Road Memphis, TN 38125-8800 Legal process may also be served on the plans trustee or CT Corporation, which is the corporate agent responsible for receiving legal process. You may contact CT Corporation at 1-800-325-2671 for the physical address for serving legal process.

2007 Safe Harbor Notice FedEx Kinko s Office and Print Services, Inc. FedEx Kinko s Office and Print Services, Inc. 401(k) Retirement Savings Plan The FedEx Kinko s Office and Print Services, Inc. 401(k) Retirement Savings Plan ("the Plan") is currently designed to satisfy required non-discrimination testing through generous "safe-harbor" employer matching contributions. This notice provides you with details about enrollment and participation in the Plan, and the current employer matching contributions. Your Contributions to FedEx Kinko s 401(k) Plan You may elect to contribute 1% to 50% of your eligible compensation to the 401(k) Plan each pay period, to a maximum of $15,500 (for 2007). Eligible compensation is defined as salary, wages, overtime, bonuses and other incentive pay (other than awards and award gross-ups), non-recoverable draw, commissions, on-call/standby pay, pay in lieu of notice, and pay for vacation, sickness, holiday, bereavement, jury duty, witness duty, training, military leave, and workers' compensation, including pre-tax contributions to the Health Plan, Flexible Benefits Plan, or FedEx Kinko s 401(k) Retirement Savings Plan, but cannot exceed $225,000 (for 2007). Participants who attain age 50 or higher during 2007 and who contribute the maximum amount described above may elect to make a catch-up contribution of up to $5,000. The contribution and compensation limits may be adjusted by the Internal Revenue Service from time-to-time. FedEx Kinko s Matching Contribution Formula Currently, FedEx Kinko s matches your contributions dollar-for-dollar up to the first 5% of your eligible compensation for the Calendar Year. These contributions are made each pay period.

Enrollment Periods You are eligible to make elective deferrals and catch-up contributions on the first of the month coincident with or next following the date you have completed at least one month of service with the company. You are eligible to receive employer matching contributions the first full pay period following the date on which you are credited with one (1) year of eligibility service. You may enroll by logging on to www.vanguard.com (plan number: 093285) or by calling Vanguard Participant Services at 1.800.523.1188. After you have satisfied the eligibility requirements and enrolled in the Plan, you may change your savings rate at any time. Vesting and Withdrawal You are immediately 100% vested in your contributions and FedEx Kinko s matching contributions. Generally, you may begin receiving distributions of your 401(k) account balance after you terminate employment with FedEx Kinko s. You may also be able to borrow part of your account balance through the Plan's loan provisions or receive a hardship distribution if you incur a financial hardship (as described in the Summary Plan Description and FedEx Kinko s Benefit Library at Benefits Online).

Special Tax Notice Regarding Plan Payments [402(f) Notice] This notice contains important information you will need before you decide how to receive your benefits from the FedEx Kinko s Office and Print Services, Inc., 401(k) Retirement Savings Plan. Summary A payment from the Plan that is eligible for rollover can be taken in two ways. You can have all or any portion of your payment either:1) Paid in a direct rollover; or 2) Paid to you. A rollover is a payment of your 401(k) Plan benefits to your individual retirement account (IRA) or to another qualified employer plan. This choice will affect the taxes you owe. 1. If you choose a DIRECT ROLLOVER, your payment will: Not be taxed in the current year and no income tax will be withheld. Be made directly to your IRA; or, if you choose, to another qualified employer plan that accepts your rollover. Be taxed later when you take it out of the IRA or the employer plan. 2. If you choose to have your Plan benefits PAID TO YOU: The Plan Administrator is required to withhold 20% of the payment for taxes and send it to the IRS as income tax withholding to be credited against your taxes. Therefore, you will receive only 80% of the payment. Your payment will be taxed in the current year unless you roll it over. You may be able to use special tax rules that could reduce the tax you owe. However, if you receive the payment before age 59-1/2, you also may have to pay an additional 10% federal tax. You can roll over the payment to your IRA or to another employer plan that accepts your rollover within 60 days of receiving the payment. The amount rolled over will not be taxed until you take it out of the IRA or employer plan. If you want to roll over 100% of the payment to an IRA or an employer plan, you must find other money to replace the 20% that was withheld. If you roll over only the 80% that you received, you will be taxed on the 20% that was withheld and that is not rolled over. Distributions from the Plan to which the rollover is made may be subject to different restrictions and tax consequences than those that apply to distributions from the Plan from which the rollover is made. 41

Payments That Cannot Be Rolled Over Payments from your Plan account may be classified as eligible rollover distributions. This means that they can be rolled over to an IRA or to another employer plan that accepts rollovers. In addition to hardship withdrawals, the following types of payments cannot be rolled over: Nontaxable Payments In general, only the "taxable portion" of your payment is an eligible rollover distribution. If you have made "after-tax" employee contributions to a Plan, these contributions will be nontaxable when they are paid to you, and they cannot be rolled over. (After-tax employee contributions generally are contributions you made from your own pay that were already taxed.) Payments Spread over Long Periods You cannot roll over a payment if it is part of a series of equal (or almost equal) payments that are made at least once a year and that will last for: Your lifetime (or your life expectancy), or Your lifetime and your beneficiary's lifetime (or life expectancies), or A period of 10 years or more, or Required Minimum Payments, after age 70-1/2 [to the extent required by Internal Revenue Code 401(a)(9)]. Payments That Can Be Rolled Over Direct Rollovers You can choose a direct rollover of all or any portion of your payment that is an eligible rollover distribution, as described previously. In a direct rollover, the eligible rollover distribution is paid directly from your Plan to an IRA or another employer plan that accepts rollovers. If you choose a direct rollover, you are not taxed on a payment until you later take it out of the IRA or the employer plan. 1. Direct Rollover to an IRA You can open an IRA to receive the direct rollover. (The term "IRA," as used in this notice, includes individual retirement accounts and individual retirement annuities.) If you choose to have your payment made directly to an IRA, contact an IRA sponsor (usually a financial institution) to find out how to have your payment made in a direct rollover to an IRA at that institution. 42

If you are unsure of how to invest your money, you can temporarily establish an IRA to receive the payment. However, in choosing an IRA, you may wish to consider whether the IRA you choose will allow you to move all or a part of your payment to another IRA at a later date, without penalties or other limitations.see IRS Publication 590, Individual Retirement Arrangements, for more information on IRAs (including limits on how often you can roll over between IRAs). 2. Direct Rollover to a Plan If you are employed by a new employer that has a plan, and you want a direct rollover to that plan, ask the administrator of that plan whether it will accept your rollover. An employer plan is not legally required to accept a rollover. If your new employer's plan does not accept a rollover, you can choose a direct rollover to an IRA. 3. Direct Rollover of a Series of Payments If you receive eligible rollover distributions that are paid in a series for less than ten years, your choice to make or not make a direct rollover for a payment will apply to all later payments in the series until you change your election. You are free to change your election for any later payments in the series. Payments Made to You If you have the payment made to you, it is subject to 20% income tax withholding. The payment is taxed in the year you receive it unless, within 60 days, you roll it over to an IRA or another plan that accepts rollovers. If you do not roll it over, special tax rules may apply. Income Tax Withholding 1. Mandatory Withholding If any portion of the payment to you is an eligible rollover distribution, your Plan is required by law to withhold 20% of that amount. This amount is sent to the IRS as income tax withholding. For example, if your eligible rollover distribution is $10,000, only $8,000 will be paid to you because your Plan must withhold $2,000 as income tax. However, when you prepare your income tax return for the year, you will report the full $10,000 as a payment from your Plan. You will report the $2,000 as tax withheld, and it will be credited against any income tax you owe for the year. 2. Voluntary Withholding If any portion of your payment is not an eligible rollover distribution but is taxable, the mandatory withholding rules described above do not apply. In this case, you may elect not to have withholding apply to that portion. 43

Sixty-Day Rollover Option If you have an eligible rollover distribution paid to you, you can still decide to roll over all or part of it to an IRA or another qualified employer plan that accepts rollovers. If you decide to roll over all or part of your distribution, you must make the rollover within 60 days after you receive the payment. The portion of your payment that is rolled over will not be taxed until you take it out of the IRA or the employer plan. You can roll over up to 100% of the eligible rollover distribution, including an amount equal to the 20% that was withheld. If you choose to roll over 100%, you must find other money within the 60-day period to contribute to the IRA or the employer plan to replace the 20% that was withheld. On the other hand, if you roll over only the 80% that you received, you will be taxed on the 20% that was withheld. Example: Your eligible rollover distribution is $10,000 and you choose to have it paid to you. You will receive $8,000 and $2,000 will be sent to the IRS as income tax withholding. Within 60 days after receiving the $8,000, you may roll over the entire $10,000 to an IRA or qualified employer plan. To do this, you roll over the $8,000 you received from the Plan, and you will have to find $2,000 from other sources (your savings, a loan, etc.). In this case, the entire $10,000 is not taxed until you take it out of the IRA or qualified employer plan. If you roll over the entire $10,000, when you file your income tax return you may get a refund of the $2,000 withheld. If, on the other hand, you roll over only $8,000, the $2,000 you did not roll over is taxed in the year it was withheld. When you file your income tax return you may get a refund of the part of the $2,000 withheld. (However, any refund is likely to be larger if you roll over the entire $10,000.) Additional 10% Tax if You are under 59-1/2 If you receive a payment before you reach age 59-1/2 and you do not roll it over, then, in addition to the regular income tax, you may have to pay an extra tax equal to 10% of the taxable portion of the payment. The additional 10% tax does not apply to your payment if it is: 1) paid to you because you separate from service with your employer during or after the year you reach age 55; 2) paid because you retire due to disability; 3) paid to you as equal (or almost equal) payments over your life or life expectancy (or you and your beneficiary's lives or life expectancies); or 4) used to pay certain medical expenses. See IRS form 5329 for more information on the additional 10% tax. Special Tax Treatment If your eligible rollover distribution is not rolled over, it will be taxed in the year you receive it. However, if it qualifies as a "lump sum distribution," it may be eligible for special tax treatment. A lump sum distribution is a payment, within one year, of your entire balance under your Plan (and certain other similar plans of the employer) that is payable to you because you have reached age 59-1/2 or have separated from service with 44

your employer (or, in the case of a self-employed individual, because you have reached age 59-1/2 or have become disabled). For a payment to qualify as a lump sum distribution, you must have been a participant in your Plan for at least five years. Ten-Year Averaging if You Were Born Before January 1, 1936 If you receive a lump sum distribution and you were born before January 1, 1936, you can make a one-time election to figure the tax on the payment by using "10-year averaging" (using 1986 tax rates). Ten-year averaging often reduces the tax you owe. Capital Gain Treatment if You Were Born Before January 1, 1936 If you receive a lump sum distribution and you were born before January 1, 1936, you may elect to have the part of your payment that is attributable to your pre-1974 participation in the Plan (if any) taxed as long-term capital gain at a rate of 20%. Other Limits on the Special Tax Treatment for Lump Sum Distributions For example, you can generally elect this special tax treatment only once in your lifetime, and the election applies to all lump sum distributions that you receive in that same year. If you have previously rolled over a payment from your Plan (or certain other similar plans of the employer), you cannot use this special tax treatment for later payments from your Plan. If you roll over your payment to an IRA, you will not be able to use this special tax treatment for later payments from the IRA. Also, if you roll over only a portion of your payment to an IRA, this special tax treatment is not available for the rest of the payment. Additional restrictions are described in IRS form 4972, which has more information on lump sum distributions and how you elect the special tax treatment. Employer Stock or Securities There is a special rule for a payment from the Plan that includes employer stock (or other employer securities). To use this special rule, 1) the payment must qualify as a lump sum distribution, as described above (or would qualify except that you do not yet have five years of participation in the Plan); or 2) the employer stock included in the payment must be attributable to "after-tax" employee contributions, if any. Under this special rule, you may have the option of not paying tax on the "net unrealized appreciation" of the stock until you sell the stock. Net unrealized appreciation generally is the increase in the value of the employer stock while it was held by the Plan. Example, if employer stock was contributed to your Plan account when the stock was worth $1,000 but the stock was worth $1,200 when you received it, you would not have to pay tax on the $200 increase in value until you later sold the stock. You may elect not to have the special rule apply to the net unrealized appreciation. In this case, your net unrealized appreciation will be taxed in the year you receive the stock, unless you roll over the stock. The stock (including any net unrealized appreciation) can be rolled over to an IRA or another employer plan either in a direct rollover or a rollover 45

that you make yourself. If you receive employer stock in a payment that qualifies as a lump sum distribution, the special tax treatment for lump sum distributions described above also may apply. See IRS form 4972 for additional information on these rules. Surviving Spouse, Alternative Payees, and Other Beneficiaries In general, the rules summarized above that apply to payments to employees also apply to payments to surviving spouses of employees and to spouses or former spouses who are alternate payees. You are an alternate payee if your interest in the Plan results from a Qualified Domestic Relations Order, which is an order issued by a court, usually in connection with a divorce or legal separation. Some of the rules summarized above also apply to a deceased employee's beneficiary who is not a spouse. However, there are some exceptions for payments to surviving spouses, alternate payees and other beneficiaries that should be mentioned. If you are a surviving spouse, you may choose to have an eligible rollover distribution paid in a direct rollover to an IRA or paid to you. If you have the payment paid to you, you can keep it or roll it over to an IRA but cannot roll it over to an employer plan. If you are an alternate payee, you have the same choices as the employee. Thus, you can have the payment paid as a direct rollover or paid to you. If you have it paid to you, you can keep it or roll it over yourself to an IRA or to another employer plan that accepts rollovers. If you are a beneficiary other than the surviving spouse, you cannot choose a direct rollover and cannot roll over the payment yourself. If you are a surviving spouse, an alternate payee, or another beneficiary, your payment is not subject to the additional 10% tax described previously, even if you are younger than age 59-1/2. If you are a surviving spouse, an alternate payee, or another beneficiary, you may be able to use the special tax treatment for lump sum distributions and the special rule for payments that include employer stock, as described previously. If you receive a payment because of the employee's death, you may be able to treat the payment as a lump sum distribution if the employee met the appropriate age requirements, whether or not the employee had five years of participation in the Plan. How to Obtain Additional Information This notice summarizes only the federal (not state or local) tax rules that might apply to your payment. The rules described above are complex and contain many conditions and exceptions that are not included in this notice. Therefore, you may want to consult with a professional tax advisor before you take a payment of your benefits from the Plan. Also, you can find more specific information on the tax treatment of payments from qualified retirement plans in IRS Publication 575, Pension and Annuity Income, and IRS Publication 590, Individual Retirement Arrangements. These publications are available from your local IRS office or by calling 1.800.TAX.FORMS. 46