Williamson County Commissioner's Court301 S.E. Inner Loop - Suite 109

Georgetown, Texas 78626

AGENDA ITEM REQUEST FORM

All items due the Thursday at noon before scheduled court meeting

REQUESTING DEPT Human Resources DATE July 11,2007

REQUESTED AGENDA DATE July 17,2007

CONSENT OR REGULAR AGENDA

AGENDA ITEM:

Discuss and take appropriate action concerning amendment to Nationwide RetirementSolutions Deferred Compensation Plan.

REQUESTOR Lisa Zirkle

CONTACT INFORMATION 943-1534 or Izirkle@wilco.org

BACKGROUND INFORMATION:

The Williamson County Benefits Committee is recommending that the amendment beapproved to allow for the addition of the Schwab Personal Choice Retirement Account (PCRA)to the investment options currently available through Nationwide Retirement Solutions Section457 Plan.

COUNTY ATTORNEY APPROVAL (if applicable)

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Columbus. Obio 43215

For nlans under

This Agreement including the SOB Schedule. is made and entered into bv and betweeni'\jallonwl(j~ i rust company, i'~ij a thVISlon oi i"'liallonwloc: Ban....li-ilt --\.;u:--.ltKhml)7 a itderai

savings bank chartered hv and under the suoervision of the Office of Thrift SUDcrvision of thcu.;"'). U'Cpaf\m~moi i ft"asury. aao Ul~Pian ~pOllsor as ue~-~agnaleu b-t;:io\.v.

Funds invested pursuant to this Agreement are not insured bv the Federal DepositinsurdOiCC LurporatlOn r~r·uiL·-'" mercly OC-"\:'3USCthe L-usUKU3n IS a 1l."Ucrdi saVings

association the accounts of which are covered bv such insurance. Only investments in theaccounts oi" a i"c'licrai sH:\'ings H:ssociation arc insured by tiw rUI(..;, s-vbj-e£t tu- Us- rY-les- IrInu

regulations.

(i he -'Plan Sponsor"):

pursuant. to lis

(Ihe "Plan").

with the intent to establish the

Custodial Account(The "Custodial AcconnC).

IN WITNESS WHEREOF. the parties hereto have caused this instrument to be executed by theirduiy authorized ulhcers.

NATIONWIDE TRUST COMPANY. FSB adivision of Nationwide Bank

Oate _ Bv:_:-:- _Custodian

lSignalur~s Conlmueu Un NeXf Pag~ j

01107NRS-457 SDB

_1_

iiale _

01/06NRS-457SDB

Contact Name

Address

Address

i...:iiy, State, :i..p

(Signature oi Pian Sponsorj

PlTRPOSF

The Plan Sponsor, hereby adopts this Agreementon behalf of the Plan and appoints NationwideTrust Company, FSB as Custodian of theCustodial Account. Nationwide Trust Company,FSB hereby accepts such appointment asCustodian, acknowledges that it assumes theduties established by this Agreement and agreesto be bound by the terms contained hereIn.

The Plan Sponsor hereby advises the Custodianthat the Custodial Account shall be funded inaccordance with the provisions ot SectIon 2.2 atthis Agreement The Plan Sponsor herehyauthonzes the Custodian to take whatever aCUonmay be required to establish and maintain aSDBA designated by the Plan Sponsor under thisAgreement.

The Plan Sponsor bereby advises the Custodianthat Nationwide Retirement Solutions, Inc.and/or National Deferred Compensation, Inc.(hereinafter collectively referred to as"Administrator") have been selected to provideadministrative services tor the Plan and areauthorized to provide direction to the Custodianon behalf of the Plan.

The Plan Sponsor has adopted an employeebenefit plan for its employees pursuant to variousprovisions of the Internal Revenue Code of 1986,as amended (the "Code"). The Plan Sponsorhereby represents and warrants that the Plan andthis related Custodial Account is intended to betax-<oxempt under Code Section 457. The PlanSponsor agrees to use its best efforts to operatethe Plan in accordance with the then applicablerequimneots of the Code.

The Plan Sponsor bereby represents and warrantsthat the employer of those individuals eligible toparticipate in the Plan meet the criteria of eligibleemployees as set fOrth in Section 457 of theCode.

ARTlCLEl-

t.t tlllnded U..,of ClIStodial Acrollot

The PIan Sponsor intends that the CustodialAccounl created by this Agreement shall holdlegal title to assets of the Plan Sponsor's eligibledeferred compensation plan as required by CodeSection 457(g).

03/06NRS-457 SOB

ARTICLE ll-THE CUSTODIALACCOUNT

2. I Construction of Plan and CustodialAccount A!>reement

The Plan and this Agreement shall beread and construed together. By signingthis Agreement, the Plan Sponsorrepresents to the Custodian that the Planconforms to and is consist.,11 with theprovisions of this Agreement. Shouldthe Plan need to be amended to confonnwith the provisions of this Agreement,the Plan Soonsor is res!""'Sible for suchamendments. The terms of thisAgreement shall prevail over tenns ofthe Plan and Custodial Account in casesof conflict.

2.2 Assets of Ibe CllStodial Account

The assets of the Custodial Accountshat! consist only of:

a) assets held in a self-directedbrokerage accOWlI ("SDBA"),

The Custodial Accounl is not insured bythe FDIC, and is not a deposit or otherobligation of the Custodian and is notguaranteed by the Custodian.. TheCustodial Account is subject toinvestment risks, including possihle lossof principal Tbe value of the CustodialAccoWlt may increase or decrease in.......daia:e wiIh tbo: pedilnnance of thevarious invesUnenls included in theCustodial AccoonL

The Custodian, as of the Effective Date,agrees to hold and administer theCustodial Account for the uses andpurposes and on the terms andconditions set fOrth in this Agreementexcept as otherwise specified in Section3.4.

2.3 Contributions

The Custodian shall not be under anyduty to require payment of anycontributions to the Custodial Account

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or to see that any payment made to it iscomputed in accordance with theprovisions of the Plan, or otherwise beresponsible for the adequacy of theCustodial Account to meet anddischarge any liabilities under the Plan.

The discontinuance of contributions tothe Custodial Account shall notterminate the Custodial Account withregard to the assets then held by theCustodian or operate to accelerate anypayments or distributions to or for thebene lit of participants or theirbeneficiaries. The Custodian shallcontinue to administer the CustodialAccount in accordance with thisAgreement until all ohligations aredischarged and satisfied.

ARTICLEIII-RESPONSffiILITIES OF THE

CUSTODIAN

3.1 General AdministrativeResponsibilities and Powers

The Custodian is authorized andempowered to take any action set forthbelow with respect to the CustodialAccount:

a) to accept instructions from thePlan Sponsor or Administratorregarding the allocation,distribution or otherdisposition of the CustodialAccount and all mattersrelating thereto;

b) to cause any portion or all ofthe Custodial Account to beissued, held, or registered inthe individual name of theCustodian, in the name of itsnominee, in an affiliatedsecurities depository, or insuch other form as may berequired or permitted underapplicable law or to be held inthe name of another Custodian(however, the records of theCustodian shall indicate the

03/06NRS-457 SDB

true ownership of suchproperty);

c) to employ such agents andcounsel, including legalcounsel, as the Custodiandetermines reasonablynecessary in managing andprotecting the assets of theCustodial Account, in handlingcontroversies under anysection of this Agreement, or indefending itself successfullyand to pay such agents andcounsel compensation out ofthe Custodial Account unlesssuch compensation is otherwisepaid;

d} to commence, maintain, ordefend any litigation necessaryin connection with theadministration of the CustodialAccount, except that theCustodian shall not beobligated to do so unless it hasbeen indemnified to itssatisfaction against allexpenses and liabilitiessustained or anticipated byreason thereof;

e) to hold part or all of theCustodial Account uninvestedas may be necessary orappropriate;

f) to forward to the Plan Sponsor,for exercise, all proxiessolicited; to vote, on behalf ofthe Plan and in accordancewith the instructions providedby the Plan Sponsor, allproxies that are returned by thePlan Sponsor; and to abstainfrom voting proxies that arenot returned by the PianSponsor; and

g) to do all other acts necessary ordesirable for the properadministration of the CustodialAccount.

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3.2 ResponsibilityInvestmentCustodian

The Custodian shall have no investmentmanagement responsibility with respectto the Custodial Account or any otherassets held under the Plan, including,but not limited to, the selection of theSDBA. Payments made by the PlanSponsor to the Custodian or received bythe Custodian from any other sourceshall be allocated in accordance withwritten instructions received from thePlan Sponsor or Administrator.

The Plan Sponsor shall bave all powerover and responsibility for the selectionof investment vehicles and themanagement, disposition, andinvestment of assets of the CustodialAccount, including, but not limited to,the selection of the SDBA. TheCustodian sball comply with writteninstructions concerning those assets,subject to restrictions, if any, imposedby the SDBA and the operation of anysecurities markets. The Plan Sponsorsball not issue, and the Custodian sballbave no obligation to comply with,directions that violate the terms of thePlan or this Agreement. Except asprovided in this Agreement, theCustodian shall bave no duty orresponsibility to review, initiate actioo,or make recommendations regarding theCustodial Account and sball retainassets until directed in writteninstructions to dispose of them.

The Plan Sponsor is solely responsiblefor reading any and all prospectuses,fmal or specimen contracts. proposalsandlor other materials which discloseinformation pertaining to applicablecharges, interest rates, terms andconditions of any contract between thePlan or Custodial Account and anyparty, inelnding contracts related to theSDBA.

The Custodian shall not be liable forany loss which resul1ll from exercise ofinvesttnent decisions made by a PlanSponsor, participant or beneficiary. If aparticipant who has investment authorityIDlder the terms of the Plan filils to

03/06NRS-457SDB

of

3.3

-5-

provide directions, the Plan Sponsor, orits designee, shall direct the investmentof the participant's account.

The Custodian shall have no duty orresponsibility to review or makerecommendations regarding investmentsmade at the direction of the PlanSponsor, Administrator, participant, orbeneficiary and shall be required to actonly upon receipt of proper writteninstructions or the direction of theparticipant or beneficiary in the mannerdesignated by the Custodian.

No one providing investtnent advice tothe Plan, the Plan Sponsor, participantor other party is acting as an agent ofthe Custodian for such porpose. Anyparty who is an agent of the Custodianin any other capacity will be treated asthe agent of the Plan, Plan Sponsor,participant, beneficiary or other party towhom such investment advice isprovided, when providing such advisoryservices.

Rights of Custodian in SDBA

The Custodian shall exercise all rightsand privileges granted under the SOBA,as directed by the Plan Sponsor. TheCustodian shall bave no discretion in theexercise of such rights and privilegesand, consequently, shall bave noresponsibility for any action taken by itunder the SOBA or for its failure to takesuch action.

Any decisions concerning the purchase,retention, or termination of a Plan'sinvestment in the SDBA shall be madeonly by the Plan Sponsor or other partydesignated under the Plan. In no casewill the Custodian have anyresponsibility for such decisions. TheCustodian, upon receipt of writteninstroctions from the Plan Sponsor orAdministrator, will process requests fordisbursements and witbcIrawaJs. Anynotice of termination of Planparticipation under the SDBA shallrequire the written instructions of thePlan Sponsor.

3.4

4.1

The foregoing authority of the PlanSponsor to act and to direct theCustodian to act under the SDBA shallneither preclude nor interfere with theexercise by the Custodian of its rightsand responsibilities under thisAgreement. Accordingly, the Custodianshall be entitled at all times, withoutImntanon, to ae<luct trom the assets otthe Custodial Account any amountwhich becomes payable pursuant toSection 6.1, Section 6.2, or Section 7.2of this Agreement, as specified in suchsections.

Limitation of Liability

The Custodian shall not be responsibleor liable for any failure or delay in theperformance ofits obligations under thisAgreement arising out of or caused,directly or indirectly, by circumstancesbeyond its reasonable control,including, without limitation, acts ofGod; earthquakes; fires; floods; wars;civil or military disturbances; sabotage;epidemics; riots; interruptions, loss ormalfunction of utilities, computer(hardware or software) orcommunications services: accidents;labor disputes; acts of civil or militaryauthority or government actions; itbeing understood that the Custodianshall use its best efforts to reSIDUeperformance as soon as practicableunder the circumstances.

ARTICLE IV-SETILEMENT01<'ACCOUNTS

Custodial Accouut Records

The Custodian or an affiliate shallmaintain accurate records of theCustodial Account, and those recordsshall be available at all reasonable timesto the Plan Sponsor.

The Custodian or an affiliate, at thedirection of the Plan Sponsor, shallsubmit to the Plan Sponsor such reportsor other information as the Plan Sponsormay reasonably require.

03/06NRS-457 SDB

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The report of the Custodian or anaffiliate shall consist of a writtenaccount of an aggregate balance of theCustodial Account during that fiscalyear or other designated period.

ARTICLE v-RESPONSmILITIES AND

LIABILITIES

5.1 General

The Plan Sponsor and the Custodianintend that each party shall be solelyresponsible for those specific duties,responsibilities, powers and obligationsassigned to it under the Plan and thisAgreement. Each party may rely uponany direction, information, or action ofanother party as being proper under thePlan and this Agreement and is notrequired to inquire into the propriety ofany such direction, information, oraction. A party shall be responsibleonly for its own acts or omissions andshall not be liable for the acts oromissions of other persons or entities.

The Custodian shall discharge its duties,responsibilities, powers and obligationsunder this Agreement solely in theinterests of the participants andbeneficiaries under the Plan, and for theexclusive purpose of providing benefitsto such participants and beneficiariesand defraying the reasonable expensesof administering the Plan and CustodialAccount, with the care, skin, prudenceand diligence under the circmnstancesthen prevailing that a prudent personacting in a like capacity and familiarwith such matters would use in theconduct of an enterprise of a likecharacter and with like aints.

Notwithstanding anything in thisAgreement to the contrary, theCustodian shall not be required by thePlan Sponsor to engage in any action, ormake any investment which is contraryto the provisions of the Code, otherlaws, or the terms of the Plan or thisAgreement.

5.2

5.3

The Custodian may rely upon anyinformation provided by the PlanSponsor. and will have no responsibilityfor any erro", arising from the operationof the computer or other administrativesystems of the Plan Sponsor.

Custodian Responsibilities withRespect to Assets Suhject toInvestment hy Other Persons

Except as noted in Sections 3.3 and 3.4,the Custodian shall have no obligationsor duties with respect to the acquisition,retention, or disposition of anysecurities or other property of theCustodial Account. These obligationsand duties have been assumed by theparties, other than the Custodian,designated under the Plan, or, if not sodesignated, by the Plan Sponsor.

The Custodian shall have no obligationor duty to respond to communicationswhich relate to securities held in theCustodial Account (including, but notlimited to, tender offe'" and class actioncommunications) but shall transmit suchcommunications to the Plan Sponsor,who shall take whatever action isrequired by the Plan.

The Custodian shall not be liable, in anymanner or for any reason, for themaking or retention of any investment.The Custodian sbalI not be liable for theCustodian's failure to invest or disposeof any or all of the Custodial Account inthe absence of directions to make suchinvestments. All investment decisionsand liability, if any, are theresponsibility of the Plan Sponsor orother fiduciaries designated in the Plan.

Other Limitations on CnstodianResponsihility

The Custodian sball be responsible onlyfor those functions which have beenassigned to it under this Agreement.Except as expressly provided herein,and without limiting the foregoing, theCustodian, therefore, shall have noresponsibility for the performance of

03/06NRS-457SDB

5.4

-7-

any of the duties under the Plan of thePlan Sponsor.

The Custodian shall have no powers,duties, or responsibilities to determinethe rights or benefits of any pe",onhaving or claiming an interest under thePlan or this Agreement.

The Custodian shall have no liability forthe adequacy of contributions to thePlan and no responsibility to enforce thepayment of such contributions. TheCustodian may rely upon anyinformation provided by the PlanSponsor or Administrator.

Reliance onIndemnification

Counsel and

The Custodian may from time to timeconsult with counsel (who may becounsel for the Plan Sponsor), and shallbe fully protected in acting upon theadvice of counsel in such instance.

To the extent permissible by law, thePlan Sponsor shall indemnifY and holdharmless the Custodian, its offiCCTll,employees, and agents from and agaiostall liabilities, losses, expenses, andclaims (including reasonable attorneys'fees and costs of defense) arising as aresult of:

a) acts or omissions to act withrespect to the Plan or CustodialAccount by peTllODS unrelatedto the Custodian. including, butnot limited to, the PlanSponsor and their agents,employees and office",(''unrelated persons");

b) the Custodian's action orinaction with respect to thePlan or Custodial Accountresulting from reliance on theaction or inaction of unrelatedpe",ons, including directions toinvest or otherwise deal withassets of the CustodialAccount;

c) any violation by any unrelatedpeTllOnof the provisions of the

Code or the regulationsthereunder, unless theCustodian commits a breach ofits duties by reason of its grossnegligence or willfulmisconduct;

d) any violation or breach by anyperson associated with the Planwhich occurred prior to theEffective Date; or

e) the Custodian's acts, omissionsand conduct, and those of itsagents, in their officialcapacity, except to the extentthat such liability or expenseresults from the willfulmisconduct of the Custodian orits agents, or from anintentional violation by them ofany provision of thisAgreement.

Such obligation to indemnify shallextend to any liability or expense thatarises as a result of the inaccuracy ofany representation made, any actiontaken or failure to act, or any violationof this Agreement by the Plan Sponsorand their agents, employees and officersunder this Agreement or otherwiserelated to the administration of theCustodial Account.

The Custodian shall not be required togive any bond or other security for thefaithful perfonnance of its duties underthis Agreement except to the extentrequired by applicable law.

Compliance witb InsirDctions

Except as otherwise provided in theAgreement, including any schedules, orwritten instructions received by theCustodian, any action to be taken by theCustodian hereunder that is to be takenupon instruction from the Plan Sponsoror Administrator shall be taken by theCustodian only with writteninstructions. The Custodian sballcomply with such instructions. TheCustodian shall incur no liability for anyloss or breach of duty of any kind whichmay result from any action or failure of

03/06NRS-457SDB

5.6

6.1

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action on its part due to compliancewith the written instructions of the PlanSponsor or Administrator or a failure onthe part of such persons or entities togive written instructions within arequired period of time.

Custodian UseCompanies

of Affiliated

The Custodian may enter intoagreements with its affiliates inperforming responsibilities under thisAgreement and information may beshared with affiliates of the Custodian.These affiliates include, but are notlimited to Nationwide Life InsuranceCompany, Nationwide InvestmentServices Corporation and any otheraffiliate of the Custodian.

Investments made in the GartrnoreFamily of Funds in accordance with thisAgreement, are managed by GartrnoreSA Capital Trust and Gartmore MutualFund Capital Trust, affiliates of theCustodian, for which such affiliatesderive investment management fees.Investments made in tirnds offered byUnion Bond & Trost are IIllIIIlIged byUnion Bood & Trust, affiliates of theCustodian, for which Union Bond &Trust derives investment managementfees.

ARTICLE VI-PAYMENTSAND EXPENSES

CustodianE.""...... Compensation and

The Custodian will receivecompensation for any eXl1'llOrdinaryservices or computations required asagreed upon by the Plan Sponsor andthe Custodian in advance. TheCustodian may withdraw amounts fromthe Custodial Account for itscompensation and for any expenses itmay incur pursuant to Section 72 of thisAgreement, unless sucb amounts arepaid within sixty (60) days after rnaiJing

6.2

of the written billing by the Custodianor an affiliate.

Taxes

The Custodian is authorized to pay fromthe Custodial Account assets all real andpersonal property taxes, income taxesand other taxes of any kind levied orassessed under existing or future lawsagainst the Custodial Account, unlesspaid by the Plan Sponsor. TheCustodian shall not be personally liablefor any such taxes.

The Custodian shall notifY the PlanSponsor of any real or personal propertytaxes, income taxes or other taxes of anykind levied upon or assessed against theCustodial Account of which theCustodian bas knowledge. If theCustodian does not receive writteninstructions within thirty (30) days ofsuch notification, the Custodian will paythe tax from the Custodial Account. Ifthe Plan Sponsor wishes to contest thetax assessment, it must give appropriatewritten instructions to the Custodianwithin thirty (30) days of notification.The Custodian shall not be required tobring any legal actions or proceedingsto contest the validity of any taxassessments unless the Custodian basbeen indemnified to its satisfactionagainst loss or expense related to suchactions or proceedings, includingreasonable attorneys' fees.

ARTICLE VII-REPLACEMENT OF

CUSTODIAN

7.1 Resignation and Removal

The Custodian may resign at any timeafter providing to the Plan Sponsorwritten instructions from an officer ofthe Custodian at least ninety (90) daysin advance of the effective date of theresignation. The Plan Sponsor mayremove the Custodian by delivery ofwritten instructions, to take effect at a

03106NRS-457SDB

7.2

-9-

date specified therein, which shall notbe less than thirty (30) days after thedelivery of such written instructions tothe Custodian.

Successor Custodian

Upon resignation or removal of theCustodian, the Plan Sponsor shallappoint a successor Custodian who shallthen succeed to all the powers andduties given to the Custodian by thisAgreement and the Plan Sponsor shallnotifY the Custodian of suchappointment by written instructions.The Custodian shall transfer all propertyof the Custodial Account then held by itto such successor Custodian. The PlanSponsor agrees to indemni1)rand holdthe Custodian harmless from and againstany liability or expense that it may incuras a resuh of its replacement asCustodian.

If either party to this Agreement hasgiven notice of termination as providedunder this Agreement, and upon theexpiration of the advance notice periodno successor custodian has beenappointed and has accepted suchappointment, the Custodian will havethe right to COmmencean action in thenature of an interpleader (or otherappropriate action) and seek to depositthe assets of the Custodial Account in acourt of competent jurisdiction inFranklin County, Ohio, foradministration until a new custodianmay be appointed and accepts thetransfer of the assets. The Plan Sponsorwill be responsible tor any costsincurred as a resuh of such transfer, aswell as any expenses of the Custodianwhich are incurred in carrying out itsduties under this Agreement in such asituation. The Custodian is authorized toreserve such sum of money as it maydeem advisable for payment of its feesand expenses in connection with thesettlement of its accounts and otherproper expenses of the CustodialAccount, and any balance of suchreserve remaining after the payment ofsuch fees and expenses shall be paid tothe successor custodian.

Upon receipt of the assets of thisCustodial Account, the successorcustodian shall become a successorparty to this Agreement.

7.3 Other Responsibilities of Custodianupon Resignation or Removal

The Custodian shall deliver to thesuccessor custodian all of the assets ofthe Custodial Account, subject toSection 7.2 of this Agreement, togetherwith all records and other incidents ofownership needed by the successorcustodian to properly administer theCustodial Account.

ARTICLE VllI-AMENDMENT ANDTERMINATION OF CUSTODIAL

ACCOUNT

8. t Amendments

This Agreement may be amended at anytime by written agreement signed by thePlan Sponsor and Custodian, providedthat sucb amendment shall not operate:

a) to cause any part of theCustodial Account to revert toor be recoverable by the PlanSponsor or to be used for ordiverted to purposes other thanthose for the exclusive benefitof the participants and theirbeneficiaries, except to theextent permitted by law and thePlan; or

b) to reduce the then accruedbenefits or the amounts thenheld for the benefit of anyparticipant or beneficiary ofthe Plan.

Notwithstanding the other provisions ofthis section, the Custodian may amendthe Agreement when, in the opinion ofthe Custodian, an amendment isnecessary to protect the Custodian fromadverse financial or operational impactdue to any amendment to ormodification of the Plan, changes in theadministrative practices adhered to by

03/06NRS-4S7SDB

the Plan, changes in investment optionsoffered by the Plan, or the action of anylegislative, judicial, or regulatory body,which impact the Agreement.

No person, except fur an officer or otherofficial of the Custodian, working in theCustodian's Home Office, address ofwhich is provided on the first page ofthis agreement, to whom such authorityhas been delegated, has the authority tochange this Agreement otherwise. or tobind the Custodian to othercommittnents not covered within thisAgreement.

8.2 Termination

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It is the intention of the Plan Sponsorthat the Plan shall be permanentlyadministered for the benefit of theparticipants and their beneficiaries, anddefraying reasonable expenses ofadministering the Plan. However, at thediscretion of the Plan Sponsor, thisCustodial Account may be terminated atany time by the Plan Sponsor. Uponsuch termination, the assets of theCustodial Account shall be distributedby the Custodian as and when directedby the Plan Sponsor in writteninstructions. The Custodian is under noobligation to review such writteninstructions for compliance with thePlan document.

From the date of termination of theCustodial Account until the tinaIdistribution of the Custodial Account,the Custodian shall continue to bave allthe powers provided under thisAgreement that are necessary ordesirable for the orderly liquidation anddistribution of the Custodial Account.No part of the Custodial Account maybe used for, or diverted to, purposesother than those providing benefits toparticipants and their beneficiaries, anddefraying the administrative expenses ofthe Plan until all Plan liabilities bavebeen satisfied, except as provided inSection 9.3.

8.3 Other Transfer Limitations

The Custodian may condition thetransfer or distribution of any assets ofthe Custodial Account on theindemnification of the Plan Sponsoragainst any liability arising from suchtransfer or distribution, or may requirethe Plan Sponsor to post bond sufficientto protect the Custodian against suchliability.

ARTICLE IX-MISCELLANEOUS

9.1 Governing Law

The Custodial Account will beadministered in the State of Ohio, andits validity, construction, and all rightshereunder shall be governed by theCode, the Home Owners' Loan Act of1933 and, to the extent not pre-empted,by the laws of Ohio. All contributionsto the Custodial Account shall bedeemed to occur in Ohio.

9.2 Snccessor and Additional PlanSponsors

If any successor to the Plan Sponsorcontinues the Plan it shall automaticallybecome a successor party to thisAgreement. The outgoing Plan Sponsorshall provide to the Custodian writteninstructions designating the successorPlan Sponsor.

9.3 Contributions Not Recoverable

Except as described in Section 9.4,under no circumstances shall any part ofthe Custodial Account be recoverableby the Plan Sponsor or be used otherthan for the exclusive purposes ofproviding benefits to participants andtheir beneficiaries and payingreasonable expenses of the Plan prior tothe satisfaction of all liabilities to thepamclpams and beneficiaries; provided.however, that

a) a contribution by a PlanSponsor or a participant madeas a result of a mistake of factshall be returned to the PlanSponsor or participant within

03/06NRS-457 SOB

9.6

-11-

one (I) year after thecontribution, if the PlanSponsor so requests and to theextent the SOBA permit such aretom of contributions.

As a condition to such repayment, thePlan Sponsor must execute,acknowledge, and deliver to theCustodian its written undertaking, in aform satisfactory to the Custodian, toindemnifY, defend, and hold theCustodian harmless from all claims,actions, demands, or liabilities arising inconnection with such repayment.

9.4 Tax Statns of Custodial A«ouut

It is intended that this CustodialAccount shall be tax exempt under theCode and that the Plan shall be tax-exempt under Section 457 of the Code.The Plan Sponsor or Administrator isrequired to provide the Custodian withwritten instructions of any change in thetax status of the Plan. Such writteninstructions must be received by theCustodian no later than thirty (30) daysafter the Plan Sponsor has been notifiedof the change in tax status of the Plan.

9.S Alienation

No person entitled to any benefit underthis Custodial Account and the Planshall have any right to assign, alienate,hypothecate, or encwnber his or herinterest in any benefits under thisAgreement and those benefits shall notin any way be subject to the claims ofhis or ber creditors or liable toattachment, execution, or other processof law unless otherwise allowed by theplan docwnent or federal tax law.

Severabilit)·

If any provision of this Agreement shallbe held by a court of competentjurisdiction to be invalid orunenforceable, the remaining provisionsof this Agreement shall continue to befully effective.

9.7 Disputes uuder tbe Agreement

Except as provided in Section 7.2, alldisputes arising out of or in connectionwith this Agreement will be settled byarbitration, to be conducted pursuant tothe rules of the American ArbitrationAssociation. Such arbitrationproceedings and hearings will take placeonly in Franklin County, Ohio. To theextent not preempted by federal law,Ohio statutory law (including withoutlimitation the statutes governing theaward of damages and arbitration) andOhio common law will apply duringarbitration. All parties to thisAgreement waive any right any of themmay have to institute or conductlitigation or arbitration in any otherform or location, or before any otherbody. Arbitration is final and bindingon the parties. An award rendered bythe arbitrator(s) may be entered in anycourt having jurisdiction on the parties.

9.8 Refereo ...

03/06NRS-457 SOB

9.9

9.10

9.11

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Unless the context clearly indicates tothe contrary, a reference to a statute,regulation, document, or provision shallbe construed as referring to anysubsequently enacted, adopted, or re-designated statute or regulation orexecuted counterpart.

Headings

The headings and subheadings in thisAgreement are inserted for convenienceof reference only and are not to beconsidered in the construction of itsprovisions.

Counterparts

This Agreement may be executed in anynumber of counterparts, each of whichshall be deemed an original.

Effective Date of Agreemeot

This Agreement shall take effect on theEffective Date. Prior to the EffectiveDate, the Custodian shall have noresponsibility hereunder.

Nationwide Trust Company, FSB

Self-Directed Brokerage Account Option Schedule(The "SDB Schedule")

I hIS SUtl Schedule IS attached 10 Ibe Agreement tor Ibe Plan hereby authonzmg Ibe CustOOlanto establish a Self-Directed Brokerage Account on behalf of such designated Plan.

PURPOSE

The Custodian has entered into an arrangementwith a provider of Self-Directed BrokerageAccOlmts ("SOBA(s)"). By selecting the SDBAoption, the Plan Sponsor certifies that the Plan isconsistent with this schedule and allows forparticipant direction in whole or part.

DEFINITIONS

Whenever used in this SOB Scbedule, alleapital~ or defined terms shall bave themeaning set forth in this SOB Schedule and, ifnot defined in this schedule, shall have themeaning set forth in the Agreement to which thisschedule is attached.

Self-Directed Brokerage Aeeonnt(s)Accounts, consisting of securities regularlytreded on one or more exchanges other thanthose securities specifically excluded pursuant tothe tenns of this schedule, selected by aparticipant as investments under the plan areheld. Such accounts will be otfered by aregistered broker/dealer (the "SOBA Provider")which will also serve as sub-custodian ofsecurities held in the account.

FUNDING vtmcLE RESTRICTIONS

Securities held in SOBA cannot be the soleinvestment option for the Plan. Additionally,certain securities and transactions are notavailable through the SOBA. including margintreding, options and futures (includingcommudities), currencies and foreign securities,precious metals, short sales, limited partnerships(other than publicly traded limited partnerships),tax-exempt securities, and unit investment trusts.Investments in employer securities as defmed inSection 407 of ERISA are also not allowed.

03/06NRS-457 SOB

ACCOUNT SET-UP

Prior to investing through a SOBA, participantsmust frrs! establisb a Plan sub-account with theSOBA Provider, whicb may be done inaccordance with procedures establisbed by theCustodian and the SOBA Provider.

LlOUIDITY FEATURES

YurcnasesPurchases of funding vehicles held in a SOBAmay only be made through Exchanges from othercore investment options in accordance withprocedures established by the Custodian exceptas agreed to by the Custodian.

RedemptionsRedemptions from funding vehicles held in aSDBA may only be made through Exchanges toother core investment option of the plan inaccordance with procedures establislled by theCustodian. If Redemptions are required from aparticipant SOBA. the assets held in the SOBAmust first be liquidated then exchanged to a coreinvestment option according to proceduresestablished by the Custodian. If the Custodianreceives a request to redeem a participant'saccount, the Custodian will request that assets inthe SOBA be liquidated and forwnrded to theCustodian upon settlement. These amounts willbe invested in the participants core accountaccording to the participant's investment mix atthe time of such investment.

Exchanges To Self Directed BrokerageAccounts From NationwideOnce a participant sub-account has beenestablished by a participant, they may initiateExchanges with respect to the account. Wheneacb exchange request is initiated, theAdministrator will cbeck the participantsaccounts to verilY that the minimumrequirements are met as establisbed in the

-13-

Participation Agreement with the SOBAProvider. Exchanges will be made into theSOBA require two (2) days on which theCustodian and New York Stock Exchange areboth opened for business ("Business Oay") toprocess when requested by 2:llO p.m. EST.Exchanges received after 2:00 p.m. EST willrequire three (3) Business Oays to process.Exchanges are first deposited into a moneymarket fimd offered by the SBOA Provider.Once an exchange is made into this account,trades may be made using the options availablein the SOBA by contacting the SOBA Provider.

Exchanges From Self Directed BrokerageAccounu to NationwideParticipants may initiate Exchanges from theSOBA to the Custodian, by contacting the SOBAProvider directly via means acceptable to theSOBA provider. The Plan Sponsor or theAdministrator may direct the Custodian toinitiate an Exchange from a participant SOBA bycontacting the Custodian. Upon Selliement,which may take up to five (5) Business Days,amounts will be forwarded to the Custodian andbe invested in the participant's account withintwo (2) Business Days. Amounts will beinvested according to the participant'sinvestment mix at the time of such investment.

Excunges Within Self Directed BrokerageACClIlIJltsParticipants may initiate Exchanges within theSOBA by contacting the SOBA Provider directlyvia means acceptable to the SOBA provider orvia the Custodian. Exchanges will be processedin accordance with the guidelines established bythe SOBA Provider.

TransfenThe Plan Sponsor may, at any time, providewritten instructions., determined by the Custodianto be in the required format, to the Custodian,requesting a Transfer. Transfers, other thantransfers in kind, will be made in conjunctionwith the provisions as agreed to by theAdministrator and the Plan Sponsor. Assets inparticipant Self-Oirected Brokerage Accountswill be liquidated by the SOBA Provider uponrequest from the Custodian and forwarded to the

03(06APO-4422-(CV)

Custodian to be invested according to theparticipant's investment mix at the time of suchinvestment. If the Plan Sponsor indicates that theassets in the SOBAs should be transferred in-kind, these transfers will be in accordance withprocedures established by the Custodian and theSOBA Provider in accordance with industrystandards.

OTHER FEESThe SOBA Provider may assess tradingcommissions or other fees in accordance with theprocedures establisbed by the SOBA Provider.Such fees will be assessed against participantSOBAs and are not the responsibility of theCustodian.

INDEMNIFICATION

To the extent penmissible by law, the PlanSponsor agrees to indemnilY the Custodian fromand against any loss, damage, liability, claim,cost or expense, including legal fees (the"Indemnity Amount"), which the Custodian mayincur as a result of the completion. by the SOBAProvider, of any transaction directed by aparticipant. The Custodian may withdraw anyIndemnity Amount from the assets of theAccount in the event the Plan Sponsor filils orrefuses to pay such Indemnity Amount within 60days of receipt of notice from the Custodian thatsuch Indemnity Amount is due.

ARBITRATION

The Plan Sponsor understands and agrees thatany controversy arising out of services providedby the SOBA Provider or under this scheduleshall be submitted to arbitration conductedbefore the New York Stock Exchange, Inc. orany other national securities exchange on which alllInsacUOD giving rise to the claim took place(and only before such exchange) or the NationalAssociation of Securities Dealers., Inc~as may beelected, and in accordance with the rules of theselected organization. Failure to enforce anagreement to arbitrate shall not constitute awaiver of any rights under this Agreement.

-14-

Return completed form to:Nationwide Rettrement Solutions

P.O. Box 182797Columbus, Ohio 43218-2797

Toll Free: 1-877-877-3678

457(b) DEFERRED COMPENSATION PLANParticipation Agreement· Memorandum of UnderstandingFor Enrollment In the Self-Directed Brokerage Option

~ The purpose of this memorandum is to ensure you understand and agree to the major requirements and provisionsassociated with the self-directed brokerage options (SDO) offered by your Deferred Compensation Plan ("Plan"). It doesnot cover all of the details of the SDO, and you are encouraged to read the brochures before you enroll in the SDO.

'-' 6.

Core Account: Deferred Compensation Plan account administered by Nationwide Retirement SolutionsSDO Account: Investment Account with Charles Schwab & Co., Inc. with Self-Directed Investment Choices

1. I am eligible to enroll in the SDO if my account is $12.500 or more. I must maintain $10,000 in the core accountat all times.Once I have established an account, I can only invest in the SDO as an exchange from my core account and theinitial exchange into the SDO must be at least $2,500. Subsequent exchanges into the SDO must be at least$500.a) Exchanges into the SDO and/or back to the core account will result in the transferred assets being

·out of the market" (not invested) for a one-day period.b) Exchanges requested from the core account into the SDO by 4:00 p.m Eastern Time on normal business days

require two business days to process.c) Exchanges requested from the SDO into the core account by 4:00 pm Eastern Time on normal business days

require three business days to process.Exchanges from the core account into the SDO are first deposited into a money market sweep account. Once thedollars are deposited into this account, I can trade among the options available in the SOO by contacting thebrokerage option provider. To transfer assets from the SDO back to the core account I must first liquidate invest-ments in the SDO and transfer them to the money market sweep account before the trade back to the coreaccount can be processed.Once an SDO account has been established, Imust contact the SDO provider directly to place trades. There maybe transaction fees, front and back end loads, sales charges, etc., assessed to my account invested in the SDO,and it is my responsibility to be aware of and understand these fees and charges.An annual fee of $50 will be assessed. I understand that the Plan may establish additional fees for participation inthe SDO that may be assessed to my account in the future should there be costs associated with administration ofthe SDO.Quarterly statements will show the total amount invested in the SDO as one aggregate total. Iwill receiveseparate statements from the SDO provider that itemize my transactions and account balances in the SDO.The account balance invested in the SDO continues to be subject to the requirements of the Intemal RevenueCode. Dollars cannot be transferred or distributed directly from the SOO. To transfer to another plan or receive adistribution, I must transfer assets from the SDO back to my core account.If Ibegin a periodic distribution from my account, I must maintain a minimum balance in the core account that isequal to (or greater than) the sum of all payments scheduled to be made to me during a one-year period plus the$10,000 minimum core account balance. If I fail to maintain this balance. Nationwide is authorized to stop my dis-tribution payments.The Plan has selected the brokerage provider to offer additional investment options for investment of my accountbalance. The Plan and Nationwide are not responsible for monitoring or evaluating the investment options that aremade available through the SDO. I understand that it is my responsibility to determine if the investment optionsavailable in the SDO are suitable for my personal retirement savings plan.

2.

3.

4.

5.

7.

8.

9.

10.

My signature on this form acknowledges that I have read, understand and agree to the SDO participation requirementsabove. I recognize that there may be changes to these requirements in the future. I will be notified of any majorchanges, and it is my responsibility to read and be aware of these. I have been provided and read the applicablebrochures regarding the SDO and understand this information.

SS#: --------- Signed: Date:

OrigInal - Plan Administrator Copy - ParticipantOC4428-o206

Questions and Answers about theSchwab Personal Choice Retirement AccounfID (PCRA)What Is a Schwab PCRA?

Schwab's Personal Choice Retirement Account (PCRA) is a self-directed brokerage account designed tointegrate into your Employer's Deferred Compensation Plan and supplement that Plan's core fund menu.It provides a wealth of expanded investment choices for participants who seek more flexibility, increaseddiversification and a greater role in managing their retirement savings.

Please note: Your Employer's Deferred Compensation Plan may limit the types of investment optionsoffered through your PCRA. Please contact the Nationwide Customer Service Center for a detailed listingof the types of investments available in the Schwab PCRA option.

Schwab's PCRA has been an industry leader for over 12 years. Neither your Employer nor NationwideRetirement Solutions (NRS) selects or monitors "what is purchased" or " the investments available" in thePCRA, and it is up to you to evaluate the investments to determine if they are appropriate for yourpersonal long-term investment plan.

Is the PCRA right for me?

A PCRA may be appropriate for you if:• You feel the Deferred Compensation Program's options do not provide sufficient investment choices

to meet your personal retirement savings objectives.• You have the interest and time to spend researching and monitoring a large listing of stocks and

mutual fund choices to determine if they are appropriate for your investment portfolio.• You are able to compare and evaluate investment choices to enable you to make educated

investment decisions.• You are comfortable with developing and managing an investment strategy based on your risk profile.• You plan to invest for the long-term.

How do I enroll in a PCRA?

If you decide that a PCRA is the right choice for you, you must complete and sign both the NRS Self-Directed Brokerage Option Memorandum of Understanding and the Schwab Limited Power of Attorney(LPOA) Form. These forms are used to open your account and give you the authority to trade within yourPCRA.

Both completed and signed forms must then be returned to NRS in the envelope provided for establishingyour PCRA. About 10 days after you send in your forms, you will receive a Schwab PCRA Welcome Kitcontaining your PCRA number and other information that will help you make more informed investmentdecisions in your account.

How do I fund my PCRA?

Funding your PCRA can only be accomplished by transferring money from your Deferred CompensationProgram's core account. All payroll deferrals must continue to be directed into the DeferredCompensation Program's core investment options. After you enroll in the PCRA, you must contact NRSCustomer Service to initiate a transfer of assets from your core account to invest in your PCRA.

(OVER)

How do I trade within my PCRA?

Transfers that you make to fund your PCRA from your core account are automatically placed in theSchwab Money Market Fund', Prospectuses for both the Money Market Fund, as well as otherinvestment options within the PCRA, which contain more complete information including managementfees, charges and expenses, are available from Schwab. Please read the prospectus carefully beforeinvesting. Once your PCRA is funded with the transferred assets, you will be able to place trade orderswith Schwab for investing in one or more of the investment choices that are offered. You will not be ableto place an order with Schwab in advance of the funds reaching your PCRA. To place trades, accessyour account via schwab, com or call the Schwab PCRA Call Center at1-888-393-PCRA (7272),

How do I move funds back to my NRS core account?

Moving funds back to your core account is a two-step process. First, you must liquidate securities in yourPCRA to move money back into the Schwab Money Market Fund. Next, you must contact the NRSCustomer Service Center to initiate the transfer from the Money Market Fund back to your NRS coreinvestment funds. The transfer back to the core account requires two to three business days forprocessing,

The Deferred Compensation Program does NOT select or monitor the Investments offered throughthe Schwab PCRA.

The Deferred Compensation Program has entered into a contract to provide additional investment choicesto plan participants who want to take complete responsibility for selecting and monitoring the investmentchoices in their personal retirement savings plan, Annual reviews of the Program's core investmentoptions are made, but the investment choices available through the Schwab PCRA will not be included inthis review, Information about this plan feature can be obtained from your Plan Administrator or the NRSCustomer Service Center.

'An investment in the Fund is not insured or guaranteed by the Federal Depos~ Insurance Corporation or any othergovernment agency, Although the Fund seeks to preserve the value of your investment at $1.00 per share, it ispossible to lose money by investing in the Fund,

DC·3593·0306

Schwab Personal Choice Retirement Account (PCRA)Contact Information

Who do you contact for questions on your Schwab PCRA?

Contact Charles Schwab & Co. Contact the NRS Customer

1-888-393-PCRA(7272} ServIce CenterWho do I contact if Iwant to ... 1-877 -677 -3678www.schwab.com

www.nrsforu.com

• Open a Schwab PCRA X

• Make transfers from myNationwide core funds to my XPCRA

X

Make transfers from my PCRAPlease note: You must move the

• assets you wish to transfer to the Xto my Nationwide core fund(s) core into the Schwab Money Market

before requestinQ the transfer.

• Make transfers within my XNationwide core fund(s)

• Place trade orders within my XPCRA

X X• Obtain my PCRA balance (As of the prior day New York Stock (As of the prior day New York

Exchange Close) Stock Exchange Close)

• Obtain my entire plan balance(PCRA and Nationwide core Xfund investments)

• Obtain investment informationabout PCRA options X

• Obtain investment informationabout my Nationwide core Xfund options

• Request a withdrawal from my XNationwide core funds

• Ask retirement plan questions X

• Take advantage of additionalCharles Schwab & Co. Xservices

X• Close out my PCRA and Please note: You must move all

transfer all assets to my NRS assets into the Schwab Money Xcore account Market before closing your account.

DC·3592·0306

Schwab Personal ChoiceRetirement Account~(PCRA) Plan Application

charles SCHWABCORPORATE SERVICES

www.schwab.com1-888-725-3530

Page 1 of 7

1. Introduction

This Schwlb Perlonel Choice Retirement Account (PCRA) Pie" AlJpllcetlon ("Account Application") is entered into by and among [insert custodian name]

Nationwide Trust Company asthe custodian("Custodian")of the [inserttrust name] ('Trust');

[In.ert companyname] ("Company"),PlanSponsorof the plans ('Plan') fundad by the Trust;Nationwide Retirement Solutions

[insert recordkeeper name) the recordkeeper ("Recordkeeper") for the Plan; and Charles Schwab &. Co" Inc. ("Schwab"),

WHEREAS: The Custodian has been directed by the Company to open a PCRA with Schwab;

WHEREAS: The Plan and Trust permit Company to direct the Custodian to establish an account at Schwab and allow the PartIcipants of the Plan who execute aSchwlb Parsonal Choice Retirement Account Pertlclplnt LImited Power of Attorney (LPOA) Agreement ('LPOA Agreement") with Schwab ('Participants')

to conduct business at Schwab:

NOW THEREFORE, the following, together with the Schwab Account Agreement, constitute the terms and conditions governing the account established by the Custodianpt tb. directing of the CompaQ)'

2. Companv, Plan and Custodian Inlormatlon

.,rt II. Company Ind Plan Infonnltton I, <.

e.

. , Ia,.

__ I:IJ.w..Lu.JJ:l.::·~:"""""----N"mb'" ----

P.arl C CustDd"n Intonnatlon~1_"Trust Company, FSB

Peula K MillAr FederAl Ravinns Rank

.,nn "IM. Road RR1-QS-C8 D.u.blin Qt:!. 4~9l7

3. Plan Admln'-trator Information

Tho is the Plan-named fiduciary. Reords of the Plan with respect to the PCRA will be kept through

______________ ~Recordkeeper.

l.-oft ctlAftUllctfWAI UII! ONLY:

,Account Number ---J III1IIIII16B601

~!2005 Charles SchWBb& Co., Inc. All rights reselVed. Member SIPC. FTA 01219 (1005-6695) APPl22Q2PDF-Q7 (11/05)

Page 2 ot '7

4. Account ~.bllshmentAn account shall be established in the name of the Custodian for the interest of the Plan related to each Participant who executes an LPOA Agreement in the formattached hereto as Exhibit A. Participant accounts shall be subject to the LPOA Agreement executed by the Participant

The Company,pursuant to the Plan and the Trust, has directed the Custodian to execute the Account Application under which Schwab is authorized to act upon theInstructions of each Participant pursuant to the terms and conditions of this Account Application, the Schwab Account Agreement and the LPOA Agreement. AnLPOA Agreement will be executed by each Participan~ setting forth the terms and condifions under which Schwab wHJ act on the instructions of the ParticipantThe, Custodian acting pursuant to the direction of the Company,authorizes Schwab to act on instructions received from a Participant pursuant to each such LPOAAgreementAll un-invested cash held in PCRAs will be automatically invested in the Schwab Money Market Fund,

S. PCRATrsdlngSee PCRA Trading Menu attached as Exhibit A.

e. Agreement Between Custodian, Company,Recordkeeper and Schwab~el'. note: Ptirta A Ind C below Ire .peclnc contained in this Agreement to be or become accordance with the following terms and conditionsto the CUltadlln. Company, Recordkllper Ind inaccurate or of the occurrence of any event which and that the provisions of the LPOA describedSchwlb. Ind Plrt B below I. Ipeclf1c to the would affed the Trust's revocability,the Custodian's or herein apply to the Recordkeeper as follows'RecordklllOlr Ind Schwlb. the C~mpany's powers or any representations Authorlzlltlon to Trade for Broke"ge Account.Part A made In thiSAgreement. Recordkeeper may place trading orders for the

The Company (or the Plan as applicable),the CustodianBrokerage Account pursuant to the LPOAThe Custodian, by signing this Application at the d R dk h b d Ify d h 1 A h· Tn C d· Cdl tl f th C h b t th 1 an the ecor eeper ere y in emn an 0 d ut onzatlon, e usto Isn or ompany,as applicable,

rec on 0 e ompany, ere y re~ues: a harmless Schwab and each of Its officers, directors, may revoke the LPOA at any time by giving written~chWBbt')pe~habfokera~~hac~un~~~ro fer~~e b f employees and agents from, and hold such persons notice to Schwab.Recordkeeper agrees not to take

ccaun In, Ie name 0 e us ~;o~r e ene Itharmless against, any claims,judgments, surcharges, any actions that exceed Its authority under the LPOA~feach Pat~IFan~th~ exetcut~sl~~ b d b th settlement i:lmountsor other liabililies or costs of or any other agreement belween Recordkeeper

tgreem,.,nh'A pa a,sAere 0 s ,a( hach°~nddY e defense or settlement (Including attorneys' fees) and the Custodian or the Company,

ermso e ccoun greemen W I In U es ' . I f I led I ct I all dthis Application, the Schwab Account Agreement, ~nslng ou 0 Of r~ a 0,anya ua or ege Duplicate Statlmlnts and Confirmations,the LPOA Agreement executed by the Participant Improperor unSUitableactl~ns taken at the , Pursuant to the authority of the Custodian or

d'h rItt ts 'f b tw th Company's,the Custodian s or the Recordkeepers Company Recordkeeper is hereby authorized to

an 0 er w en agre.emen ,I any, e een e direction In connection with the Schwab Personal " , , ,Campanlt the CustodIan or the Recordkeeper and Ch' Ret· I A ~ (PCRA) labl· h d I receive duplicate statements an.dconfirma'ions,

J' ,Olce Iremen ccounl· es IS e a b' db S h b hSchwab) If Bnyparty hereto does not receive or S h b 'I Ih· A '·d d as may e Issue y c wa Wit respect to. , c wa pursuan 0 IS greemen" prOVle , I PI ,.. ty A I db'understand the Account Agreement. such party will h th I Sch b ,r I '.fy Ih C aggrega e an ae IVI , S reques e, u no more

notify SchwBh, owaver, ~ wa mus 1;5 no I e omP:MY, frequently than monthly, Schwab will convey, the Custodian and the Reco dkeeper of any claim a~d aggregate summaries of all Participant and Plan

The Company,the Custodian, the Recordkeeper and tender defense of the same to the Company,Custodian activity to Recordkeeper and provide Record-Schwab agree and acknowledge that Schwab does and Recordkeeper as a condition precedent to k ·Ih I' I If I· bl I I I, I I aI I d· d ·11 'd· Ih eeperwi saemens. applca e,seemensno g \Ie eg or ax a Vice,an WI no a vise e indemnity hereunder, d fi ,. b I 1ft d I , .Company the Custodian the Recordkeeper or any ,. , an can rma 10~Smay e ransm e ,eec ~onl-PlirtJcJpa~tconcerning th~ nature, potentia) value or Schwab hereby Indemmfies and holds harmless cally. Schwab Will also send trade C?nflrmattons

It bTty f th li st f rt' I 'ty the Company, the Custodian and the Recordkeeper and account statements to Custodian and/or~u a lelil or, e ru, a lan

ly PIa ICUar secur! , and their affiliates and subsidiaries, and each of Company as requested,

vansa on or Inves men s ra egy, 'h I ctl ff· d·' I, ,e r respe ve a Jcers, Itee ors, emp oyees, Uquldate PartlclJ)llnt Accounts. If Recordkee erThe Company certifies that the TllJst Is not subject and agents from, and hold such persons harmless ' th' d t I' 'd t P rt" t t Pdto backup withholding because the Trust is an against any claims judgments surcharges IthSaUCUo.nto'dala~ Iqulca e a :clpan accolulnsun er

, t' tf fed I' t d Ul' "lh I· b'·I" ' e nSor ompanys represen a ions,organtlllion exemp rom era Income ax un er selUement amoun s or o,er la ,Jibes or costs Recordkeen<:lrmay direct Schwab as to thesectlon 501 (a) of the Internal Revenue Code. of defense or settlement (Indudlng reasonable "I'-f Ih 8 k A I d , k, ). lOvesmen 0 e ro erage c<:oun an a eThe Campeny represents, warrants and certifies attorneys fees a~lslngout of or re,latedto ~y other actions necessary or incidental to thethat the representations made by it in this actual or alleged I~proper o~uns~ltable actions execution of such instructions. Schwab, Bnd otherAgreement are tllJe, complete and accurate, and taken by Schwab In connection WIththe Sch,wab persons to whom Schwab has given instructions inthe Cu.todlan ~epresents'w~r~ants,and certifies that PCRA established at Schwab pursuant to thiS order to Implement Recordkeeper's instructions,the representatIons made by It m thiS Agreement Agreement may rely on Recordkeeper's instructIons withoutare true, complete and accurate, The Company ~nd The representations and obligations stated herein obtaining any approval,countersignature or ca-the CustodIan each represent, warrant and certify that shall survive termination of the Trust and the Signature.Recordkeeper's authority will include,the Trusl Is In full force and eHect and that the Ac<:ountAgreement relating to the Trust's Schwab without limitationTrust (as defined above) has not been revoked, PCRA. This cross-indemnification is made by the • Th ' " ,modlfiad Ofamended in any manner which would Company,the Custodian, the Recordkeeper and . e alJt~tity tOd~~veIn~t~~ctl~nsfOrttr~nslacdt~onscause the repre.sentBtions made by each as S h b d hilt b r 't d b th C ,I tn secu~1les an manels flS rumen 5, Inc u In9. , , c we an 5 a no e Iml eye ompan, s, the bUyingand selling of stocks bondscontained m thiS Agreement to be maccurate or the Custodian's or the Recordkeeper's provision to d be ,,"Incorrect Schwab will rely on this Agreement and Sch b ( Schw b' r vi i t th C e ntures, notes. sUb~cnptlonwarrants, stoel<

, wa or asp a son 0 e ompany, purchase warrants, options, mutual fund sharesupon the representations made herem unless and the Custodian or the Recordkeeper) of independent 'd f' d bted d th 'until it receives a written Notice of Amendment, documentation concerning the representations eVi e~,~s? I,n a ,ness anI an,y a I a,'written notice of changed Custodian or written notice made herein. secu~:~es~Ins rumen s or con rac s re a ing 10ot any events affecting the Company's powers secu ties, anddescribed above.The Company agrees to send Part B • Where necessary to complete any transaction, thewritten notice promptly to Schwab of any change In Recordkeeper and Schwab agree that the authority authority to transfer, convert, endorse, sell, assign,,Custodian of any amendment or modification to the conferred by the Limited Power of Attorney (LPOA) set over and deliver any assets held in theTrust Which would cause the representations Authorization on thiS form shall be exerCisedin Brokerage Account ("Account Assets") and to

C!2005 Cl\arIes Schwab & Co.,lnc. All rights reserved Member SIPC. FTA Ql!2190005-6695) APP1 2202PDF-07 (11105)

Page 3 of 7

e. AgreementB_n Cuatodlan, Company,Recordkeeper and Schwab(Continued)

make, 8Kecute and deliver any and all written questions arise concerning compliance with any law,instruments of assignment and transfer, Recordkeeper will take anyaction believedby

Dllbur .. Fundi to the Plan's Account at Schwabto be necessaryand proper to ensureAnother IniUtuUon.lf Recordkeeper is authorized compliancewith applicablelaw.This provisionshallto wire funds to the Plan's account at another not be reBelto Implythat Schwab has any dUtytoinstitution under the Custodian's or Company's superviseor monitor Recordkeeper'smanagement ofrepresentations, Recordkeeper may direct Schwab the Brokerage Account or compliance with app~cabteto disburse funds to pay benefits provided under laws,or that Schwab shaHprovide legal advice.the Plan or to pay charges authorized by the Trade Conflrmetlons and Account Stetementl.Custodian or Company,Accordingly, Schwab Is Schwab will send trade confirmations and accountauthorized to rl'!lmllchecks, wire funds and statements to Participants and, if so designated, tootherwJsemake distributions of funds held in the CustodIan, Recordkeeper andlor Company,Brokerage Account to banks and other financial RecordkHper'. Rel.tlonshlp to Schw.b.Institutions for the Plan's benefit, upon Record- Recordkeeper will not represent to the Custodian orkeeper's written instructions. Company that Schwab and Recordkeeper areDllbur.e Auett to the PlirtlclJ:l.nt or to I affillated or have any relationship eKcept asDecea .. d P.rtlclpant's Beneflcllry,lf described in this Agreement; that SchwabRecordkeeper Is authorized to disburse funds andl endorses or recommends Recordkeeper; thator securities from a PCRA directly to the Partici- Schwab provides legal or tax advice, investmentpant or to the deceased Participant's beneficiary, advIce to the Recordkeeper or advice regardingunder the Custodian's or Company's representation, particular stocks, including advice involVingRecordkeeper may direct Schwab, and accordingly suitability of and Investment strategies forSchwab IS authoriled, to make distributions of particular stocks; that Schwab participates in orassets hf!lldIn the Brokerage AccolJnt to a reviews Recordkeeper's trading decisions; or thatParticipant, Of to a deceased Participant's Schwab manages, supef'llises or monitors tradingbeneficiary upon Recordkeeper's written instruction. in the Plan's account.Whenever this LPOA is attached to any instrument Entlra AgrHment. This Agreement, in addition toof assignment and transfef, all persons shall be the Schwab Institutional· Pricing Guide, contains allentitled, without further Inquiry or Investigation and of the agreements, representations and understand-regardless of the date of the LPOA, to act in ings made between Recordke~per and Schwab.Allreliance upon the assumption that the Account modifications and amendments hereto must be inAssets nllJT1edIn such Jnstrumentwere duly and writing and signed by both parties,ploperly transferred, endorsed, sold, assigned, set Assignment. Schwab may assign its rights ando\lflr and delivered, and that with respect to such obligations under this Agreement to any subsidiary,Account Assets the l!uthority conferred herein is affiliate or successor by merger or consolidationstlllln full fOfce and effect. without notice to Recordkeeper,or to any otherEltebllahme"t of New Indlvfdu.1 Partldpant entity after 30 days' written notice to Recordkeeper.Accounta .nd AlIOCIItion of Contributions Recordkeeper may not assign this AgreementAmong ParNcipantl' Accounts. Schwab may without Schwab's prior written consent Thisfollow the Instructions of the Recordkeeper in Agreement is binding upon and will inure to theestablishing individual Participant accounts and benefit of the parties' successors and assigns.allocating amounts transferred to Schwab among Waivers. The failure of either party at any time tothe lndivldualaceounts of Plan Participants. New requIre performance by the other party of any provi-Individual Partldpant account information shall be sion of this Agreement will not affect in any waydelivered electronically or In writing according to the right to require such performance at any timeSchwab spedfications. All allocation instructions thereafter. The waiver by either party of a breach ofshan be dellvered electronically or in writing and any provision hereof will not be taken or held to beshall specify the amount to be deposited in each a walver of the provision itself,Individual Participant account.

Apl)llcable Law. The laws of the state of Califomia,Compllince with Appllc.bIe Law. Recordkeeper as applied to agreements signed and performed inWill comply with all applicable state and federal California, shall apply and bind the parties in anysecurities laws as they relate to Recordkeeper's and all questions arising under this Agreementservices under this Agreement including questions of validity, interpretation andCompilence wtth NASD Conduct Rul.. periormance.Recordkeeper represents and wa"ants that, unless TeI~one Monitoring. Schwab may recordRecofdkeepet' hasgiven Schwab written notice to telephone calls to monitor the quality of servicethe contral) Recordkeeper is not "associated' WIth8. provided and to I/erify securi'ties transactionmember of the National Association of Securities informatIon.Dealers,Inc.(NASD) within the meaning of Rule3050 of the NASD's Conduct Rules.Recordkeeper SIIII of Control or Re.trlcted Securltl ... Beforeagrees to give Schwab prompt written notice if instructlng Schwab to sell securities that are:Recordkeeper later becomes so associated. " 'Restricted securities' or securities of an issuerInformation. Recardkeeper will promptly prOVide of which Recordkeeper or the Custodlan(s) or Planany Information reasonably requested by Schwab Sponsor{s) Is an "affiliate' (as those terms areconcerning the management of the Brokerage defined In Rule 144 under the Securities Act ofAccount or compliance with this Agreement If 1933); or

• Securities that are being sold in reliance on Rule145(d) under such Act the Recordkeeper agreesto teU Schwab the status of such securities andpromptly furnish whatever information anddocuments (Including opinions of legal counsel,if requested) that Schwab may request in connec-tion with Schwab's regulatory duties, TheRecordkeeper agrees not to tender any suchsecurities as collateral for an obligation theCustodian owes Schwab, unless the Recordkeeper

first obtains Schwab's consent

ParteAuthorlutlon to Pay Feel and Expenses. If theCustodian or Company has indicated herem that theywish Schwab to pay Recordkeeper fees andexpenses directly to Recordkeeper,Schwab isauthorized to pay Recordkeeper from the Plan'saccount Recordkeeper's fees and expenses,asinvoiced by Recordkeeper.Schwab may redeemmoney fund shares in the Plan's account to theextent necessary to pay such fees and expenses.Inno event will Schwab be liable to Recordkeeper orthe Plan for non-payment of Recordkeeper fees andexpenses.Recordkeeper will provide Schwab withtrue and accurate Invoicesof the Recordkeeper feesowed by the Plan,and will send the Custodian orCompany simultaneous written notification of theamount invoiced to Schwab. Schwab may rely on theInvoicessubmitted by Recordkeeper,and Schwabwill have no responsibiUtyto calculate or verify feesor expenses so invoiced.Th. CuStodian .cknowl.dg •• that theRecorc:lkeeper will hive the ebliity to .1I0catemon.y to/from. Plan-I.vellccount from/toP.rtlclpant ICCOUnts, II w.1l u to InstructSchwlb with ...spect to the estabUshment andmllnten.nce of Pertlcl~ant .ccounts, Includingpreceiling .dd .... s changa ..The Custodian, IS dlrectec:l by the Company, ha.the IlJthorlty to dlleglte .ddltion.1 power. tothe Recordkeeper.The following additional power, are h.... byd.legltad to the Recorc:lk.. per by the Cu.todlan:PleeseInl~olo/l tho! opply.

A. TFllding Authorization.. InstructSchwab to liqUidate Participantaccount assets.

8, Disbursement Authoriz.tlon toAccount Reglstr.tlon. InstructSchwab to disburse Plan funds toaccounts that are registered to thePlan Custodlan(s) at Schwab or anotherfinancial institution.

C. __ D1abu... .",ant Authorization toThlr<l-Porty IIellI.tro~on. InstructSchwab to disburse funds or securItiesfrom a PCRA to the Participant or to adeceased Participant's beneficiary.

D. __ Fee Pliym.nt Authoriz.tlon.Authorize Schwab to deduct fees fromthe PCRA as directed by Recordkeeper.

e-CIWlLeO OCHWAII UO' ONLY'

LA.ceounl Nu!nbeo' _

O2OOe CI'Iar1eJSc:h....-b & Ca.Jnc. All rights reser.ed. Member SIPC FTA.01219 (1005-6695) APPlm2PDF-(}7 (1 1/05)

II1IIIIII169602

Page 4 of 7

.. AI_ment 8_ Cuafocllan, Company,Recotdkeeper and Sdlwab (Continued)

Required ArbltraUonOl.clo.ure •. Regulatoryauthorttill .-quIre that .ny brok.raOI.oreement cont.lnlnG_ predl.putl .rbltr.tlon.Ol'Hment mu.t dllcfo,. th.t thl, .gl'Hm.ntcontlln. a predllputa Irbltretlon clIUI" ThllAgreemlnt contain. a predlspute arbitrationdlus .. By signing In .rbltratlon alill'Hmlnt,the partl.1 lliI"" al follows:• AllPlirtl.1to thll .greement .re glvtng up

the rtght to IU••• ch oth.r In COUrt.Includingtha right to a trial by Jury,.xcept II provtd.dby the rulll of the .rbltratlon forum In whicha claim la fllad.

• Arbitration aWlrd. Ire g.n .... lly final andbinding: I parttl ability to hIve. courtreVlra, or modify an .rbltratlon .ward I,vervllmttad.

• The .bllity of the partlll to obtain documentsl

wltnell statementa and other dllcovary I.generilly more limited In arbttratlon thin Incourt procaedlnlil"

• The .rbltrators do not h.ve to expilin the.... lonC.) for th.'r award.

• The panel of arbftrators willtypically IncludaI minority of arbitrators who wera or ara.ffllllt.d with the I.curltl.slndultry.

• Th. rulll of ,oma arbitration forums m.yImpale Umellmlts for bringing a claim InIrbttratlOn. in soma c..... a elalm thatII Inellglbla for .rbttratlon may ba broughtIn court.

• Th. rulll of the arbttratlon forum In whichthe cI.lm II fllad. and any .mendmentstIla .. to, .,lall be Incorporatad Into this.g....rrwm.

No paraon aIlall bring a putaUve or _nadda .. action to arbltrMlon, nor nek to .nforceany predl.putl Irbltntlon .liIreement .gllnltany p""on who h.a Inttlated In court I putatlveclan Ietlan; or who iI. member of a putltlvada .. who h.. not opted out of the dill withreaped: to any clilma encomplllid by theputative dOl KlIon until:1. thl cI ... cerUf!cation II dlnl.d;2. tha cll .. II decertified: or3. tha cultomer II Ixcluded from the cll"

by tha court.Such forbearance to enforce In agreement toarbitrate shin not conltltut. a waiver of anyrlghta under thl. Ag.... m.nt .xcept to the.xtent Itated h.... ln.Arbttratlon AQream.nt. Anycontro.,."y orclaim ari.11llI out 01or relating to (t) thisAsI.... m.nt. any other .g .... m.nt with Schwab,In Inltruction or auttlorlzatJon provided to$d1wab or the brHch of any IUch .gre.m.nll,In.tructlona. or luthOf'lntlon'i (II) the Account,any otllar Sohwab account or Sarvlcea; (lit)transaction, In the Account or .ny otherSchwab account; (Iv)or In Iny way arl,lng fromtIla rlllUon.,llp with Schwab, Ita paronl,.ublldla"a .. atflllata .. o!llce ... dlrecto ...employea .. IIliIlnb or larvtce provld.....IncludIng any controversy ovar the arbltrabilityola dlapull, will be Httlad by Irbltration.TIll. arbitration 0;_1 will b4 bindingupon .nd Inure to the bentflt of the partlelhereto Ind thalr reapectlve repreHntativa"

attorn.ys"ln"fIIet, IUCClIlOrs, alllgn, andany other parson. h.vlng or cl.imlng tohive a IlOal or benefiellllnt.rast In theAccount. Including court-.ppolnted trultee.and receivers. This arbitration agreem.nt wlUallo Inu to thl benent of third Plrty I.,vlceprovld thlt .. silt Schwab In providingSarvlce. ("TIllrd Party Service Provide .. ")Ind auch Third Party Servlea Providers .redeemed to be third party benlflelart., ofthla Irbaratlon agreem.nlThl plrtlea agree thlt thl, arbitrationIg,"mlnt will .pply IVin Ifthe applicationto open thl Account I, denlld Ind willsurvive tha closura of your Account and/orthe termln8tion of Iervlces rend,rad underthll Agreem.nt.Such arbltrltion will be conducted by.andaccording to the 'ICUrltl" arbltrMlon rulesand ,.gulatlona than In .ffect of. tha NationalAsaocl.t1on of Securltlas O.al.,. (NASD)or any natlonalaecurttllJ Ixchang. thatproYldl' I forum for the arbltrllUon of disputes,provld.d that SChwab la a member of auchndonll ucurltla. exchan"e at the time thearbitration I.Initiated. Anyperty may Inltlet.Irbttratlon by filing a written claim with theNASDor such eligible nltlonal securitiesIxchlng .. lf arbitration before the NASDor an eligible nltlonll securttll' exchangela unlvellable or Impolilble for Iny rellon,th.n auch arbitration will be conducted by,and ICCOrdlngto the rul•• Ind regulationsth.n In .ffect of, the American Arbltr.tlonAIIociatlon (AAA), If arbltrltlon before theAAA I. unavailible or Impolilble for any,.a.on, the PIIrt1IJ Igral to hlw a courtof competent Jurisdiction Ippolnt threa (3)arbltr8tora to resolva Iny and .11 dl.putesor controverslel between or .monlil ThepartieL Each party ,h.1l bear Its own Initial.rbltratlon COItl, which ara d.t.rmlned byTh. rulll and ragulatlons of ti'l. arbitrationforum. In thl .vent of flnandal hard. hIp, thearbitration forum may walY' certain co.ts Inaccordance With .uch rule .. At the conclu.lonof the heartng. tha arbitrators will decide howto ...... the co.ta of tha Irbltratlon amongthe partie ..Anyaward the .rbltrator mlk .. shall befinal and blndlno, and Judgment on It mIIybeentared In any court h.vlnlil Jurlsdlctlon. Thisarbttratlon agl'llmant Ihall be .nforced IndInterpreted exclullvely Inaccord.nea withappllcablaladerallewa 0' tha United Stata ..Including the Feda.. 1ArbItraUon Act. Any coats,flea or tax'llnvolved In Intorclnlil the awardahall be fuRy.ueand ag.lnst and paid by theparty rulltinlil anforcement of said I.rd.All noticel from on. party to the other InvoMngarbitration 'hili be consld.red to have belntully glvan when 10 IlrVId, milled by first-d .... certlfted or raglltlred rnal~ or oth.rwlsegIven by othtlr commarcl.lly IICCIpted mediumof wrIttan notification.In .ddltion to the above proYll1ona,tf a partyto thl' Ag.... m.nt I. or bloom ... non·U.s.relld.nt at the time of any controversy lubJ.ctto thll arbitration agra.mlnt, auch partyacknowlldgll and .liI..... to th.loIlowlngadditional provilion.:

Q2OO! Charles Schv.'ab & Co.lnc. All righl.$ re.seNed MemDe'r SIPC. FTA 01219 0005-6696) APPl2202PDH77 (1l105)

(1) The rulel of the organlzltion admlnlsterlngthe arbttratlon .pacltlc.lIy provide for theformal da.lgnetlon of thl place Itwhichthe arbttratlon I, to be h.ld.

(2) Entering Into thl' Agreem.nt constitute.c:on.ent to lubmlt to the parsonal Jurisdic:-tion of the courts of the atate of Clnfornla,U.s.A., to Interpret or anforce eny or III 01th." Irbltratlon provtslon .. Judgment onany arbitration award may be entered InIny court "Ivtng Jurl.dlctlon, or .ppllcationmay be mid. to .uch court for Judlelllacceptanci of the .ward Ind an order ofenforeaman1:, as the case may be.

(3) The exclusivel.nguig. to be used by thepartl •• and the arbitrators In the arbitrationprooeadlng. sll.1I b4 Engllall. Ally partywi,hlng an Interpreter 'hili make ellarrangem.nta dlractly with the Interpreterand .han .ssume all co.ta of the .. rvlce.

(4) If. party Is. foreign government or ,tate,.tat ... owned or stlt ... operlted enterprl,eor other InstrumlntaUty of a foreignGovarnm.nt or .tate, IUch party wllvesall rtghta of sova ... lgn Immunity andnelthat' the Fed"al Act of Stat. doctrinenor the doctrine of sovereign Immunitysh.1I .pply Inlof.r a. Iny .nforcement Incourts located In the U.s.A. Is concerned.

Role of Charta, Schwab. Co., Ino.TheCompany, the Custodian and the Recordkeeper eachacknowledges and agrees that:• Schwab will merely execute trades as directed by

Participant or Recordkeeper acting on behalf ofthe Company or Custodian in accordance with adelegation of authori1y acceptable to Schwab;

" Schwab will not give investment advice, or legalor tax advice, or advice regarding particularstocks, including advice involving suitability of(and Investment strategies for) particular stocks,to the CustodIan, the Company, the Recordkeeperor a Participant;

• Schwab is not acting as a fiduciary;• The Company (and not Schwab) is responsible

for investigating and selecting the Recordkeeper;• Recordkeeper is not affiliated with or controlled or

employed by Sd1wab, end Sd1wob has not approved,recommended, or endorsed Recordkeeper:

• Schwab has no duty to supervise or monitortrading by Recordkeeper or Participant in theBrokerage Account;

• Schwab has no duty to review the documentsunder which the Plan is maintained, to updatethese documents, or to request a determinationletter from the Internal Revenue Serviceconcerning the Plan documents:

" Schwab has no duty to determine or reviewallocations of contributions among Participants, orto perform any recordkeeping functions for thePlan, prol,llded that the foregoing shall not affectSchwab's obligations to furnish accurate accountstatements to Participants and Recordkeeper andto prOvide certain Information to the Custodian;

• Sdlwab has no duty to review Plan investmentsfor compliance with ERISA (including determiningwhether any investments constitute prohibitedtransactions under ERISA) or to determinewhether Plan investments will result in exposureto the tax on unrelated business taxable income,

Page 5 of 7

.. AglH/lllnl BetwHn CUltodl.n, Complny. RlCOrdkeeper Ind SChwlb (Continued)

or to review the F'lan documents to determine of ERISA (except with respect to the fumishingwhether any investment instructions are in of account statements to Participants andaccordance with the terms of the Plan other than Recordkeeper and such reporting obligationsto rel/iew the transaction for compliance with the to the Custodian);prevlously agreed limitations; • Schwab has no duty to determine the vB/uatlon of

• Schwab has no duty to assist in complying with any assets in the Account that are not traded on..fly obhgations that may be imposed under a recognized exchange; andERIS.A.,Inclu~ln9, without Iimit~tion, th~ reporting, • Other than complying with its obligations to actParticipant dIsclosure or bonding requirements as Instructed, Schwab has no duty to assist in

complying with any legB/ obligations that mayapply to d\stf\bl.ltions tfem the Plan, to determir.ewhether any distributions are required under the'required minimum distribution' rules of theInternal Revenue Code, \0 de\efm\ne whether anydistributions that Schwab may be instructed tomake are properly authorized under the terms ofthe Pian, Ot to telttew any beneficiary designa-tions that may be made by Plan Participants.

7. SllInlturl(.)THE AGREEMENT WITH SCHWAB INCLUDES A PREDISPUTE ARBITRATION CLAUSE. YOU ACKNOW~EDGE RECEIPT OF THE PREDISPUTEARBITRATION CLAUSE CONTAINED IN SECTION 6, PAGE 4 OF THE SCHWAB PERSONAL CHOICE RETIREMENT ACCOUNT PLAN APPLICATION.

Slgn.ture(s) X Paula Miller

Required CUltodlan'l SignllturePrint N!lf11e Date

XCompany's Signature !"'tinl Name Dille

XRecordkeeper's Sign.turt Print Name Date

The PCRA Trading Menu to be executed by the Plan Sponsor shall be In substantially the form attached hereto as Exhibit A and by this reference is incorporated herein.

I"OIt CHUL .. aCHWAI ua. ONLY

_by IPIint Name of ~r Registrillon Cooe Date ApprQYed

PiIncIft I.Documem: Number IF'lIl1IDNOOliler I"""'" """ "" T I -I 1 I 1 -I I Tl1,7,52 kClMlI Number

Cl2OO5Chtt\el Schwab & Co., tnc. All rights reserved MemberSIPC FTA 01219 (100&6695) APP12202l:lDF-07 (11/05)

II1IIIIII169603

Page 6 of 7

Exhibit A:

Schwab Personal ChoiceRetirement Account®(PCRA) Trading Menu

All PCRAI ••• ocImld wtttl the pt.n hl ...e the .bUIty to tred•. A Participant will neyer be restricted from selling a position unless Schwab is Instructed by the.CustodIBn. Custodian acknowledges that it is responsible for determining whether any employer securities may be acquired by a PCRA without constituting a Yiolationof Sections 406 or 407 of ERISA and that Schwab shall have no responsibilt1y to make such determination.

Completing each section below indicates the securities PCRA participants haye the abilrty to trade and creates the Plan trading menu:

1. 1Iobl. Mutu.1Funda:o All except those written below

o Schwab Mutual Fund OneSourcelli service mutual funds/Schwab Funds$ only1

o None except those listed in Section 9

2. 1I.·lxempl Mutu.1Funds:o All except those written below

o Schwab Mutual Fund OneSource service mutual funds/Schwab Funds onlyl

o None except those listed in Section 9

:I. Iqullln:o All except those written below

o Listed only~

o Listed and Nasdaq market securities onlf

o None except those listed in Section 9

... Publk:ly 1l'Idod Limited Portn'lShlpo':o All except those written below

o None except those listed in Section 9

e. 1Iobl. "lxod Incom.':o All except those written below

o None except those listed in Section 9

L 1I..... mpl "'ud Incomo:o All except those written below

o None except those listed in Section 9

o TreasurIes only

7. .... ... gn ..... rItI•• ~

o All except those written below

o None except those listed in Section 9

I. Optional (Options trading Is limited to writing covered calls and buying protective puts.)o Yes. Options trading is permitted on the Plar1"'level account by the Plan document and on all associated PCRAs.

Note: An parties with trading authority must complete a separate options applicat'lon.

o No. Options trading is not permitted.

C'2005 Cilar1ef;Schwab &. Co.,lnc. All riglll$ reserved. Member SIPC. FTA 01219 ('1005-6695) APP1!2202PDF-07 (11105)

Page 7 of 7

to PI .... 11Mall exc:eptlona below:Fund/Security D•• crlptlon

CUSIP Symbol

I Mutu!!I1Fund OneSource. funds and Schwa:b Funds'" have no loads and no transaction fees. Schwab can effect purchases and redemptions of shares of th~sefunds without charging a transaction fee because we receive remuneration from the registered investment colilpany andlor its affiliates for services rendered inconn&ction with the Mutual Fund OneSource service, The remuneration is based on the net asset value of certain shares held in Schwab customers' brokerageaccounts, ShorHerm redemption fees may apply, Further information is available on request

~ Equity bading is limited 1o securities listed on the New York Sto& Exchange (NYSE), American Stock Exchange (AM EX) and other exchanges (excludes T"eNasdaq Stock Market, 'nc. [Nasdaq] and over-the-cDunter [OTC] securities).

I Equity trading is limited to those securities referenced in footnote 2 above and any Nasdaq national mar\o;etor small-cap market securities. Securities that arenot available to trliIde indude pink sheets and bulletin board stocks,

• F!estrlctlng publicly traded limited partnershipS will exclude the purchase of any publicly traded security that reports Income via a Schedule K-1 (Form 1065)and as a result could generate Unrelated Business Taxable Income (UBTI). These securities primarily consist of Limited Partnerships and Royalty Trusts,

iI E.lt:dudes debt securities issued by Charles Schwab & Co~ InG. and lis aHihates, These securities are na1 a\lowecllo De purc'naseo In a ?C.RA.

6 Restricting foreign securities does not inclL.ldeADR securities traded on a domestic equity exchange or Nasdaq.

IfIOItctWtLUICHWA=IUUONlVlAccount Number - - '---------Qm5 Ct'iar1es~ & Co.lnc. All rights reser.ed. MemberSIpc' FTA01Q19(100&6695) APP1Q202PDF-D7(11105)

'111111111 e 9 6 0 4