PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY (3)

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* Prudential Services Agreement Provided by Prudential Retirement Insurance and Annuity Company the Plan's forfeiture account, if permitted by the Plan. If the amount in the forfeiture account is insufficient to pay all such fees, Prudential will present the Plan Sponsor with an invoice for the unpaid balance, which shall be payable immediately upon receipt. 2. Possible Fees to Prudential and Affiliates. The Plan Sponsor acknowledges that Prudential may be deemed to benefit from advisory and otherfees paid to it or its affiliates for managing, selling, or settling of the Prudential mutual funds and other investment products or securities offered by Prudential or its affiliates, and further acknowledges that Prudential may benefit directly from the difference between investment earnings of Prudential stable value funds and the amount credited to deposits in those funds. Prudential may also benefit from broker -dealer or other entities' co- sponsorship of Prudential conferences. In addition, the Plan Sponsor acknowledges that associated persons of Prudential Retirement's affiliated broker -dealer receive greater compensation for client assets allocated to proodetary investment options. 3. Compensation to Third Parties. Commissions ranging from 0.0% to 1.0% will be paid in connection with deposits made to a group annuity contract issued by Prudential. The Plan Sponsor acknowledges that the broker dealer selling the investment products and services to the Plan, if any, may be compensated, directly or indirectly, by the principal underwriter of the mutual fund, by an affiliate of the collective trust or by the executing broker dealer in connection with self -directed brokerage accounts. Such compensation may include preferred provider payments, retail rollover payments, payment of broker expenses in connection with Prudential training and educational meetings or other variable payments. 4. Possible Additional Compensation/Loss. In certain circumstances (such as trading errors or delays), market trades may occur at times when the share price of the trade is not the price assured to the Plan and Participants. Prudential will net any pricing differences that occur and absorb any net loss and retain any net gain that results; provided, however, that the Plan Sponsor will be responsible for any net loss resulting from incorrect information it provides to Prudential, and Prudential will not absorb any such loss. The Plan Sponsor agrees and acknowledges that Prudential will retain any net gain that results as additional compensation for Services rendered. Additional information may be found in the Disclosure section of your Implementation Workbook. 5. Float Earnings. Plan Sponsor agrees and acknowledges that Prudential may earn additional compensation in the form of 'float" earnings on contributions and on distributions and loans. Prudential describes this compensation in its written float policy located in the Disclosures section of the Implementation Workbook. 6. Production of Documents. The charges under this Agreement do not include Prudential's fees, costs and expenses, including legal expenses, associated with considering or responding to requests for documents, providing testimony, or participating in legal or regulatory proceedings as a result of the performance of the Services. Prudential shall invoice Plan Sponsor separately, and Plan Sponsor agrees to reimburse Prudential for such reasonable fees, costs and expenses. D. Amendment or Termination of Agreement; Successor Recordkeeper 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.