25D - AGMT RECORDKEEPING SVC 457 PLAN

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Services Agreement WIN Prudential Provided by Prudential Retirement Insurance and Annuity Company 1. Termination. Each party may terminate this Agreement upon sixty (60) days prior written notice to the other. If any fees remain due at the time this Agreement is terminated, the Plan Sponsor directs Prudential to deduct such amounts from assets of the Plan available for transfer to the successor recordkeeper, unless the Plan Sponsor pays such fees before the scheduled transfer date. Such amounts will be deducted as a lump sum from the assets available for transfer, and therefore will not be allocated to individual Participant accounts. In the event that the Plan Sponsor terminates this Agreement before commencement of Services for any reason, the Plan Sponsor agrees to reimburse Prudential for any reasonable out-of-pocket expenses which Prudential incurs in connection with the transition. 2. Successor Recordkeeoer. Payouts. The parties agree that upon termination Prudential will have no further duty or responsibility to the Plan under this Agreement. However, Prudential will use cc r :c Crcrs -I: I r:: c,,.. .. ,, _,cr re:e: n. , ;,rc,: r; ,. cccccr ng ..,c , in Prudential's standard format, to the Plan Sponsor or to a successor recordkeeper. Should the termination of Services be concurrent with a termination of the Plan, Prudential will use reasonable efforts to pay or roll over Participant accounts pursuant to the Plan Sponsor's and, as appropriate, the Participants' instructions. Prudential reserves the right to suspend some or all types of Plan transactions prior to transfer or payout for a period reasonably necessary to reconcile all account, expense, and asset totals. 3. Related Terms and Conditions. Plan Sponsor agrees to the terms and conditions of a Participant's or other party's use of Prudential's electronic service systems, including Interactive Voice Response (IVR), Internet, or call center, provided Prudential notifies the user of such medium of the terms of its use. Prudential agrees that the terms and conditions shall be reasonable and not inconsistent with other provisions of this Agreement and Plan terms provided by authorized Plan representatives. 4. Amendment. The Agreement may be amended by mutual agreement at any time in writing. Agreement by the Plan Sponsor to an amendment that would impact plans of a similar class on Prudential's recordkeeping system may be presumed if Prudential communicates the amendment to the Plan Sponsor at least ninety (90) days in advance of the effective date of the change in conformance with the notice section of this Agreement, indicates its intention to presume agreement to the amendment absent a response, and Prudential receives no response within a stated period or, if none is stated, by the time the change is to be implemented. Prudential's fees are subject to annual review by Prudential and may be changed effective after ninety (90) days written notice to the Plan Sponsor. The fees will not be changed within the first sixty (60) months following the Agreement's Effective Date, nor will it be changed more frequently than once in any twelve (12) month period except by written agreement between Prudential and the Plan Sponsor. Prudential reserves the right to amend the fees upon sixty (60) days written notice in the event of a material change to the Plan, a difference in the expected versus actual conversion assets received, a material reorganization or other extraordinary event, or from significant decline in assets, contributions or number of participants. E. Indemnification 1. Error Correction: Indemnification of Plan and Plan Soonsor. Prudential, subject to the terms of this Agreement, agrees to pay costs associated with the correction of Prudential's administrative errors or omissions in the performance of Services listed in Exhibit A hereunder to the extent of its negligence or willful misconduct, provided that the Plan Sponsor agrees to a reasonable error correction method within twenty (20) business days of receiving written notice of the proposed correction method. 25D-8