PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY (3)

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I(& Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company Plan Sponsor agrees and acknowledges it is responsible for obtaining the services of other service providers necessary for the maintenance of the Plan, including but not limited to attorneys, accountants, investment advisers and auditors. In performing the Services, Plan Sponsor agrees and acknowledges that Prudential (i) does not render investment advice, is not the Plan administrator, trustee or a Plan fiduciary, (ii) is not recommending an action nor acting as an advisor to the Plan or Plan Sponsor and does not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934, and (iii) does not provide legal, tax or accounting advice with respect to the creation, adoption or operation of the Plan and any trust for the Plan (the "Trust"). Prudential reserves the right, with reasonable notice, to decline to perform any service inconsistent with the previous sentence. 2. Reliance Upon Plan Sponsor Directions, Plan Data and Plan Document. All Services shall be provided based on information supplied by the Plan Sponsor, a Plan participant, beneficiary of a Plan participant or employee of the Plan Sponsor (collectively "Participant") (where the Plan provides for Participant direction). The Plan Sponsor agrees and acknowledges it is solely responsible to timely provide or confirm accurate, consistent and complete Plan data, Plan terms, and instructions in the format specified by Prudential, which Prudential will rely upon to deliver its Services. Prudential shall be under no obligation to perform any Services until it receives such information. For these purposes, "Plan data" means all data and records supplied to Prudential, obtained by Prudential, or required to perform the Services. Prudential shall provide Services in conformance with the terms of the most recent signed Plan document provided to Prudential, including any amendments thereto or any written explanations or interpretations of Plan terms provided by the Plan Sponsor. Any matters requiring interpretation of Plan terms or the exercise of discretion will be submitted to the Plan Sponsor for review and direction, and Prudential shall be under no obligation to take any further action until it receives the requested direction from the Plan Sponsor. Plan Sponsor agrees and acknowledges that Prudential's responsibilities under this Agreement will be carried out solely with regard to the assets of the Plan and Plan Data maintained on Prudential's recordkeeping systems. In performing the Services listed in Exhibit A, Prudential shall be under no obligation to take into consideration assets and/or data maintained by other service providers of the Plan, unless specifically agreed to in writing. 3. Reliance Upon Named Administrators and Trustees. The Plan Sponsor will provide names and other information for persons authorized to take or direct actions for or provide and receive information on behalf of the Plan and Trust. Prudential shall assume that those persons continue to be authorized until notified otherwise. The Plan Sponsor is solely responsible for the direct or indirect consequences of actions or omissions resulting from instructions, confirmations, or approvals that Prudential reasonably understands to be authorized. 4. Use of Agents or Subcontractors. Prudential may use agents or subcontractors to perform any of the Services, but such use will not relieve Prudential of responsibility for proper provision of those Services. C. Compensation Direct Fees. Prudential's fees for the Services are set forth in the attached Expense Schedule. The Plan Sponsor agrees the Plan will be liable to pay Prudential directly for Services rendered in accordance with the attached Expense Schedule, unless the Expense Schedule provides that fees will be deducted from Participant accounts. The Plan Sponsor agrees that all fees not deducted directly from Participant accounts will be paid by the Plan within thirty (30) days of the date of an invoice timely presented, unless fees are paid within that time by the Plan Sponsor. If the Plan Sponsor does not pay or direct Prudential to charge the Plan for fees within thirty (30) days, the Plan Sponsor authorizes Prudential to collect direct fees from