Contribute up to $49,000 per year

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Contribute up to

$49,000

per year

>>

_{$0 start-up fees}

>>

All with an Individual 401(k) Plan from T. Rowe Price

More than 70 no-load mutual funds

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0UTßOURßRESOURCESßANDßPROVENßAPPROACHßTOßWORKßFORßYOURßRETIREMENTßGOALS

When you invest with T. Rowe Price, you can take advantage of:

ß 3TRONGß#OMMITMENTßTOß0ROPRIETARYß2ESEARCH We believe strongly in independent research. We’ve developed one of the largest and most respected research teams in the industry to help us find promising new investment opportunities for our clients.

ß 3EASONEDß-ANAGERSßANDß!NALYSTS T. Rowe Price works hard to hold on to good people, so our portfolio managers average more than 13 years of experience with the company. This gives our people time to learn our investment philosophy and put it to work in all types of market environments.

ß 3OPHISTICATEDß2ISK-ANAGEMENTß0ROCESSßANDß#ONTROL Our investment style stresses reduced risk where possible in an attempt to deliver consistent returns. We look for investments that offer good prospects for growth and reduced downside potential.

ß 3TRICTß !DHERENCEß TOß )NVESTMENTß 3TYLE We believe in our investment strategy and stick to it in every market climate. We know what works for us, so we don’t get thrown off track by volatile markets or get caught up in short-term trends.

Your retirement savings will be one of your most valuable assets, so it pays to think carefully before choosing your investment manager. That’s a good reason to invest with T. Rowe Price and enjoy our combination of experience and commitment to long-term investing.

4RACKßOURßFUNDßPERFORMANCEßATßAßGLANCE

Visit troweprice.com/funds to view our fund returns over various time periods. Please remember that past

performance cannot guarantee future results.Call 1-800-638-3804 to request a prospectus, which includes investment objectives, risks, fees, expenses, and other information that you should read and consider carefully before investing.

When you commit to saving for retirement, you want to invest with a company

that shares your dedication to hard work and results. At T. Rowe Price, we’ve

spent years developing a proven strategy that lets us deliver competitive

long-term returns while seeking to carefully manage risk.

)NVESTßWITHßAßCOMPANYßTHATßOFFERSßINVESTMENTß

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2 T. Row e P R I c e 1 - 8 0 0 - 6 3 8 - 3 8 0 4

$0 $500,000 $1,000,000 $1,500,000 $2,000,000 $2,500,000

Taxable Savings Account

Individual 401(k) Account

1.88 million

2.24 million

Maximize your tax-deductible savings with our low-cost plan.

The Individual 401(k) Plan is a cost-effective way for self-employed individuals and small business owners to help prepare for a financially secure retirement. You can reduce current taxable income with before-tax

salary reduction and discretionary profit sharing contributions and take advantage of tax-free withdrawals†

with after-tax Roth plan contributions (if allowed in your plan). It’s easy to set up and maintain your plan, you pay no loads or sales commissions, and T. Rowe Price offers more than 70 low-cost mutual funds to help build a diversified retirement portfolio.††

Note: The Individual 401(k) Plan is not appropriate for a business that has, or plans to add, any non-spouse employees who would be eligible to participate in the plan.

Get valuable benefits targeted to small businesses.

T. Rowe Price can help you take a big step toward saving for a secure retirement with:

> Generous contribution limits Each year you can contribute up to 25% of your compensation to an Individual 401(k) Plan. On top of that, you can make salary deferral contributions. See page 7 for information about 2009 maximum contribution amounts. Year 2009 salary deferral limits are described on page 8.

> Tax savings With the T. Rowe Price Individual 401(k) Plan, a sole proprietor earning $100,000 can save as much as $5,200* in federal taxes (see the example chart on page 6). You can generally deduct retirement plan contributions as a business expense.

> Benefit from tax-deferred growth potential for your investments An Individual 401(k) Plan lets you reduce your taxable income now and have the potential for tax-deferred growth for your investments with before-tax salary reduction and discretionary profit sharing contributions. You don’t pay taxes on any of your earnings until you withdraw them, which is usually during retirement.

† _{Roth qualified distributions. A qualified distribution is tax-free if taken at least five years after the year of your first Roth plan}

contri-bution and you’ve reached age 591_⁄₂_{, become totally disabled, or died. If your distribution is not qualified, any withdrawal from your}

account will be partially taxed. These rules apply to Roth distributions only from employer-sponsored retirement plans. Additional plan distribution rules apply.

††_{Diversification cannot assure a profit or protect against loss in a declining market.}

* Assumes an unincorporated, self-employed, married individual under age 50 with two dependent children, filing jointly, and making the maximum before-tax profit sharing and salary reduction contribution to an Individual 401(k) Plan. The individual earns $100,000, and the spouse has no earned income. Actual tax savings may vary.

** This is for illustrative purposes only and should not be considered representative of the returns of any of the investment options in your plan. Future changes in tax rates and tax treatments of investment earnings may impact comparative results. These amounts assume contributions of $49,000 per year for 20 years and an 8% annual rate of return. Earnings in the taxable account are taxed at 20%, and taxes are deducted annually. Money in the tax-deferred account is taxed when it is withdrawn and, if prior to age 591_⁄₂_{, may be subject to}

a 10% penalty.

Key benefits of the T. Rowe Price Individual

401(k) Plan.

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> low costs There’s no cost to start your plan, and we offer a wide variety of no-load mutual funds. In addition, we keep our mutual fund expenses low to help you save more.

> flexibility for business owners The T. Rowe Price Individual 401(k) Plan gives you the freedom to respond to changing business conditions. You’re never required to make a contribution —each year you can choose whether and how much to contribute to the plan.

> Great service and investment guidance Helping you establish your Individual 401(k) Plan is just the start. Our client services representatives will also help you choose investments. You can check balances and make transactions on our Web site.

> Plan sponsor web (Psw) PSW is a free, Web-based service you can use to submit contributions through a secure server. You can use PSW to perform other tasks, such as establishing your account and downloading plan reports. And, if you wish, you can permit an advisor, recordkeeper, or other third party access to PSW as well.

For questions and assistance, call 1-800-638-3804 and a T. Rowe Price client services representative will help you

start your plan, complete the necessary forms, and choose specific mutual funds.

Key benefits of the T. Rowe Price Individual

401(k) Plan (continued).

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4 T. Row e P R I c e 1 - 8 0 0 - 6 3 8 - 3 8 0 4

Roth plan contributions–one more way to

contribute to your plan.

Roth plan contributions (sometimes referred to as designated Roth contributions) offer a different tax advantage for your retirement savings than traditional, before-tax, salary reduction contributions. Now you can choose the tax advantage you prefer by making Roth plan contributions, before-tax contributions, or both (as long as your combined savings do not exceed plan or IRS limits) as part of your salary deferral contributions to your Individual 401(k) account. Roth plan contributions and before-tax contributions are both great ways to save.

What are some benefits of Roth plan contributions?

Unlike before-tax salary reduction contributions, Roth plan contributions are made with after-tax dollars, or money on which tax has already been withheld. This means that the amount you contribute is included in your current taxable income. Like before-tax salary reduction contributions, Roth plan contributions are automati-cally deducted from your pay (or income if your business entity is unincorporated). However, if you make Roth plan contributions, the amount of your take-home pay will be less than if you make before-tax salary reduction contributions in the same dollar amount.

The good news is that the balance of your Roth plan contributions and any earnings are not taxed when taken in a qualified distribution* —generally in retirement. In fact, Roth plan contributions can help you avoid taxes on earnings. The bottom line: You can potentially maximize your spendable income in retirement, even if it means giving up before-tax advantages now.

How do the two contribution types compare?

There are advantages to both types of contributions; but, as the chart below shows, there are important differences as well.

Before-Tax conTriBuTions roTh Plan conTriBuTions

when you contribute

• Your contributions are deducted from your pay before taxes are withheld

• You lower your current taxable income • You may have more take-home pay than

Roth contributions

• Any earnings grow tax-deferred when you withdraw

Your contributions and any earnings are taxed upon distribution

* Roth qualified distributions. A qualified distribution is tax-free if taken at least five years after the year of your first Roth plan contribution and you’ve reached age 591_⁄₂_{, become totally disabled, or died. If your distribution is not qualified, any withdrawal from your account will}

be partially taxed. These rules apply to Roth distributions only from employer-sponsored retirement plans. Additional plan distribution rules apply.

when you contribute

• Your contributions are deducted from your pay after taxes are withheld

• You do not lower your current taxable income • You may have less take-home pay than before-

tax contributions

• Any earnings grow tax-free*

when you withdraw

Your contributions and earnings are tax-free if you take a qualified distribution*

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This guide contains all the forms you need plus detailed instructions that take you through each step.

Step 1: Establish your Individual 401(k) Plan.

> Complete the following forms to adopt your plan and to establish services at T. Rowe Price:

• Individual 401(k) Plan Standardized Adoption Agreement • Individual 401(k) Plan Employer Services Form

Return the forms in the enclosed postage-paid envelope or mail to: T. Rowe Price Trust Company

P.O. Box 17479

Baltimore, MD 21297-1479

Overnight or certified delivery mail can be sent to: T. Rowe Price Trust Company

4515 Painters Mill Road, Mail Code 17479 Owings Mills, MD 21117-4903

We will establish your Individual 401(k) Plan and send you a confirmation as well as login information for PSW.

Step 2: Establish your investment account.

> Input your plan census information into PSW, and specify the mutual fund(s) you’ve selected for your contributions.

> Name your beneficiaries using the Individual 401(k) Plan Beneficiary Designation Form that’s included in this booklet. Keep the form for your records and be sure to include your designation in PSW.

Step 3: Contribute to your account.

> Complete the Individual 401(k) Plan Salary Reduction Agreement to designate the amount to be withheld from your pay and contributed to the plan. A spouse participating in the plan must also complete this form. Keep this form in your files; do not send it to T. Rowe Price. A revised form is required for each salary reduction change.

> Using PSW, submit plan contributions electronically via Automated Clearing House (ACH).

> Fill out the Individual 401(k) Plan Instructions to Transfer Plan Assets to move existing plan assets into your T. Rowe Price account.

Consolidate your retirement assets at T. Rowe Price.

If you have retirement assets in a former employer’s plan, you can fill out the enclosed Rollover Contribution Transmittal Form to roll over those assets to your T. Rowe Price Plan. Your current investment provider can advise as to whether additional forms are required.

Call now with any questions.

If you have any questions about the forms, please call a T. Rowe Price client services representative toll-free at

1-800-638-3804. You may also want to consult your tax advisor regarding your situation.

Need faster setup?

For faster plan setup and funding, complete the T. Rowe Price Individual 401(k) Plan New Account Form and send it to us—along with your initial contribution check and the other forms listed in Step 1. (You can skip Step 2). We will establish your account and credit your contribution. You will make all subsequent contribu-tions via PSW.

How to get started with your T. Rowe Price

Individual 401(k) Plan.

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6 T. Row e P R I c e 1 - 8 0 0 - 6 3 8 - 3 8 0 4

In addition to helping build your retirement nest egg, profit sharing and before-tax salary reduction contributions to your Individual 401(k) Plan are an effective way to reduce your taxable income.

The chart below shows how an unincorporated small business with $100,000 in income can save as much as $5,200 in taxes.*

See how the T. Rowe Price Individual 401(k) Plan

can help you reduce your taxes while you save for

retirement.

with an individual 401(k) Plan without an individual 401(k) Plan 33,650 $100,000 $100,000

net Business income

less: net itemized deductions, 1/2_{self-employment}

Tax, and four exemptions 33,650

9,118

66,350 31,263

Taxable income

regular Tax due 3,854

24,418

15,300 15,300

self-employment Tax due

Total Tax 19,154

35,087 0

Less: Before-Tax Contribution

5,263 0

Tax savings

* Based on 2009 IRS Tax Tables. This chart represents an unincorporated, self-employed, married individual under age 50 with two depen-dent children, filing jointly. The individual earns $100,000, and the spouse has no earned income. The chart shows the difference between the tax due if no contributions are made and the tax due if the maximum before-tax profit sharing and salary reduction contribution is made to an Individual 401(k) Plan. Actual savings will vary.

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If you are self-employed or run a small business with no employees (other than your spouse) and you have no plans to add employees in the future, the Individual 401(k) Plan may work best if you are:

> Under age 50 with net business income of less than $255,050 (or W-2 wages under $196,000), or

> Age 50 or older and able to make “catch-up” contributions in addition to your salary deferral contributions. The Individual 401(k) Plan may be an ideal way for you to prepare for retirement and maximize the amount you can save each year. The chart below is a quick reference to help determine if this plan is suited to your retirement needs.

Keep in mind this plan is not appropriate if your business has employees (other than your spouse) who would be eligible to participate in the plan.

For questions and assistance, please call a T. Rowe Price client services representative toll-free at 1-800-638-3804. You may also want to consult a tax advisor regarding your particular situation.

Is the Individual 401(k) Plan your best retirement

savings option?

The maximum amount of earned income that can be used in determining your contribution is $245,000 in 2009 . The maximum deductible plan contribution in 2009 is $49,000 for investors under age 50 and $54,500 for those age 50 or older.

individual 401(k) Plan MaxiMuM conTriBuTions for 2009

Maximum individual 401(k)

contribution, unincorporated Business contribution, incorporated BusinessMaximum individual 401(k) net Business

Profit investors under age 50 investors age 50 or older in 2009 Making catch-up

contributions

investors under

age 50 investors age 50 or older in 2009 Making catch-up contributions $25,000 $21,147 $23,088 $22,750 $25,000 50,000 25,794 31,294 29,000 34,500 75,000 30,440 35,940 35,250 40,750 100,000 35,087 40,587 41,500 47,000 125,000 39,841 45,341 47,750 53,250 150,000 44,774 50,274 49,000 54,500 200,000 49,000 54,500 49,000 54,500

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8 T. Row e P R I c e 1 - 8 0 0 - 6 3 8 - 3 8 0 4

You decide if and when to contribute.

Each year you can decide how much you want to contribute to your Individual 401(k) Plan—or whether you want to contribute at all.

You decide how much to contribute.

Each year you can contribute up to 25% of your compensation. On top of that, you can add up to $16,500 more in salary deferrals if you’re under age 50 or $22,000 more if you’re age 50 or older in 2009. These salary deferral contribution limits apply if you are making before-tax salary reduction contributions, Roth plan contributions, or both to your Individual 401(k) account. See the chart below for salary deferral limits. Total contributions cannot exceed $49,000 for investors under age 50 or $54,500 for investors age 50 or older in tax year 2009. The maximum amount of a participant’s compensation that can be used in determining con-tributions is $245,000 for 2009.

You control your Individual 401(k) Plan contributions.

* If allowed by your Individual 401(k) Plan, the maximum standard elective deferral limit can be any combination of before-tax salary reduction and Roth plan contributions.

** Indexed periodically for inflation. The limit applies to total salary deferrals made by an individual each year to employer-sponsored plan(s).

salary deferral liMiTs for individual 401(k) Plan

Maximum standard

elective deferral* _contributioncatch-up _{age 50 or older}Total for Those

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#HOOSEßTHEßRIGHTßINVESTMENTSßFORßYOURßLONGTERMßGOALS

T. Rowe Price gives you the freedom to make your own investment choices. You can choose the funds that best fit your investment style and the retirement goals you’ve set for yourself. To help you, T. Rowe Price offers more than 70 professionally managed mutual funds plus investment guidance from our client services representatives.

30s 40s 50s 60s 70s and over

20s

90%-100%

Your age:

Stocks Bonds Money Market/Stable Value 0%-10% 0%-10% 0%-20%

25%-35%

Stock

20% International Stock 60% Large-Cap Stock 20% Mid-/Small-Cap Stock

90%-100% 80%-100% _65%-85% 50%-65% _35%-50% 0%-5% 5%-15%

20%-50% 15%-30% 15%-25%

It is important to spread your savings among different categories of investments: stocks, bonds, and money market/stable value. The length of time you plan to invest your savings should determine how much money you allocate to each type of investment. As you grow older, your portfolio should move gradually from more aggressive (more stocks) to more conservative (fewer stocks).

To find an investment mix for your time horizon, consider the following age-based asset allocations.

$IVERSIFYßYOURßSTOCKßALLOCATIONßAMONGßDIFFERENTßTYPESßOFßSTOCKSß

A typical mixture could include 60% large-cap (established companies), 20% mid-cap/small-cap (small to medium-sized companies), and 20% international (companies outside the U.S.) stocks. Diversification cannot assure a profit or protect against loss in a declining market.

Remember that these are just suggested portfolios and that you should consider a wide variety of factors (current income, other investments, retirement goals) before making any investing decisions. The allocation pie charts above are age-based only and do not account for your personal risk tolerance. All mutual funds are subject to market risk, including possible loss of principal.

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1 0 T. Row e P R I c e 1 - 8 0 0 - 6 3 8 - 3 8 0 4

With the T. Rowe Price Retirement Funds, getting a fully diversified portfolio is as easy as picking one fund that is closest to the year you turn age 65.

Each of our Retirement Funds is professionally managed to help reduce guesswork and concerns about main-taining the proper investment mix. This can be a convenient way to save for retirement without worrying about choosing specific mutual funds or regularly adjusting your asset allocation.

'ETßASSETßALLOCATIONßTARGETEDßTOßYOURßRETIREMENTßGOALS

Our experts carefully monitor the asset allocation of each fund and make adjustments as the target retirement date approaches in an effort to provide a greater opportunity for growth and to reduce loss over the time horizon. The Retirement Funds are available for investors who have already turned age 65 (Retirement Income Fund) or who turn age 65 in or about 2010, 2015, 2020, 2025, 2030, 2035, 2040, 2045, 2050, or 2055. Each offers a standalone portfolio that doesn’t have to be mixed or matched with any other investment option.

3IMPLIFYßYOURßRETIREMENTßINVESTINGßWITHßONEßß

CONVENIENTßFUNDß

The principal value of the Retirement Funds is not guaranteed at any time, including at or after the target date, which is the approximate date when investors turn age 65. The funds invest in a broad range of underlying mutual funds that include stocks, bonds, and short-term investments and are subject to the risks of different areas of the market. The funds maintain a substantial allocation to equities both prior to and after the target date, which can result in greater volatility.

Call 1-800-638-3804 to request a prospectus, which includes investment objectives, risks, fees, expenses, and other information that you should read and consider carefully before investing.

* This chart shows the funds’ allocations to the broad asset classes as of January 1, 2009. These allocations will vary over time according to a predetermined “glide path” and T. Rowe Price’s outlook for the bond and stock markets (except the allocation for the Retirement Income Fund, which is static).

04934-86 84565 5/09 ßß2ETIREMENTßß &UND 3TOCKS ßßß 2ETIREMENTßß

&UND 2ETIREMENTß&UNDß ßßß2ETIREMENTß)NCOMEß&UND

ßßß2ETIREMENTßß

&UND ßßßßß2ETIREMENTßßßß&UND ß

ßß2ETIREMENTßß &UND 2ETIREMENTßß &UND &IXEDß)NCOME 3HORT4ERMß&IXEDß)NCOME ßß2ETIREMENTßß &UND ßß2ETIREMENTßß

&UND ßß2ETIREMENTß&UND ß

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What are the key benefits to opening

an Individual 401(k) Plan?

You can generally deduct contributions to the plan. In addition:

> Any growth of before-tax salary deferral contri-butions in your Individual 401(k) account is tax-deferred until withdrawal.

> Setting up a T. Rowe Price Individual 401(k) Plan is free.

> You can choose from more than 70 low-cost

mutual funds with no loads or sales commissions.

Who can establish an Individual

401(k) Plan?

Self-employed individuals and small businesses with no eligible employees other than the owner (and spouse) such as sole proprietors, spouse-only part-nerships, corporations (including “S” corporations), and individuals with self-employment income may establish an Individual 401(k) Plan. The plan is not recommended for businesses planning to add non-spouse employees in the near future.

What is the plan’s setup and funding

deadline?

The Individual 401(k) Plan must be set up by your business’s fiscal year-end—generally December 31. Salary deferral and profit sharing contributions can be made up until your business tax filing deadline (gener-ally April 15 or March 15 for corporate entities), plus any extensions.

Are annual contributions required?

No. Each year, you decide if and how much to con-tribute to the plan. Use the Individual 401(k) Plan Salary Reduction Agreement to elect or change the amount you wish to withhold from your pay (as before-tax and/or Roth plan contributions), and use PSW to submit contributions. Contributions can be funded either by check or electronically by ACH.

What is the maximum contribution?

For 2009, you can contribute up to 25% of your compensation* to your Individual 401(k) account as an Employer Discretionary Contribution. On top of that, for 2009, you can add up to $16,500 more in salary deferrals if you’re under age 50 or $22,000 more if you’re age 50 or older. These salary deferral contribution limits apply if you are making before-tax salary reduction contributions, Roth plan contri-butions, or both to your Individual 401(k) account. In 2009, total contributions cannot exceed $49,000 for investors under age 50 or $54,500 for investors age 50 or older.

Are there any fees to maintain

the plan?

There is a $10 annual administration fee for each Individual 401(k) mutual fund account with a balance under $5,000. The fee is waived for shareholders with $50,000 or more or households with $100,000 or more in total assets at T. Rowe Price. There is a $10 close-out fee applied to an Individual 401(k) account that is closed at T. Rowe Price. The fee will be deducted automatically from the proceeds of the redemption from each mutual fund unless, at the time of redemp-tion, the annual administrative fee for the year has been paid. The closeout fee applies regardless of the size of the mutual fund investments.

Are there any IRS filing requirements?

You are generally required to file IRS Form 5500 or 5500-EZ if your retirement plan balance exceeds $250,000 (refer to the instructions for Form 5500 filing requirements). T. Rowe Price provides informa-tion and instrucinforma-tions to help you complete the form.

* Under current tax law, the maximum amount of a participant’s compensation that can be used in determining contributions is $245,000 for 2009.

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1 2 T. Row e P R I c e 1 - 8 0 0 - 6 3 8 - 3 8 0 4

roles and responsibilities for the T. rowe Price

individual

401 (k) program.

T. rowe Price

> Maintain the prototype plan document as required

by the Internal Revenue Service and provide any amendments necessary to maintain the qualified status of the prototype plan document.

> Make available PSW, allowing the employer to establish and maintain participant accounts, transmit contributions, and request plan level reports.

> Provide participants account statements at least quarterly.

> Provide participants access to account informa-tion via telephone using the T. Rowe Price Plan Account Line (PAL) and via the Internet using T. Rowe Price online access.

> Process distributions to participants as instructed by the employer in a manner acceptable to T. Rowe Price; withhold and deposit federal and state income taxes for such distributions as may be required by applicable law; prepare and file IRS Form 1099-R or such other similar form(s) as may be required by the IRS for reporting distributions.

Please note: T. Rowe Price will not serve as a fiduciary of the plan and is not the plan administrator or named fiduciary as these terms are defined in the Employee Retirement Income Security Act (ERISA).

The employer

> Establish the Individual 401(k) Plan by

complet-ing the provided forms.

> Make decisions regarding the investment of plan assets and the operation of the plan.

> Establish and maintain participant accounts on PSW with separate subaccounts for each money source, including Roth plan contributions.

> Administer the plan, including maintaining records of investments made to and distributions from the plan. Salary deferral and profit sharing contribu-tions can be made up until your business tax filing deadline, plus any extensions.

> Remit contributions through PSW. Contributions can be made either by check or electronically by ACH.

> Interpret and abide by the terms and conditions of the plan document. Maintain the tax qualifica-tion of the plan pursuant to the Internal Revenue Code, ERISA, and all federal and state laws.

> Determine whether any circumstance (including, but not limited to, the addition of participants to the plan) affects the employer’s ability to continue to maintain the T. Rowe Price Individual 401(k) Plan.

> Maintain a record of the amount of any after-tax contribution that is rolled over into a participant’s account. (Participants are required to substantiate to the IRS any return of basis not reported as tax-able income.)

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form employer action submit to _{T. rowe Price} submit to Prior Trustee/Plan administrator Individual 401(k) Plan

Standardized Adoption Agreement

Refer to “Instructions for Completing the T. Rowe Price Individual 401(k) Plan Standard ized Adoption Agreement” on page 15. Complete, sign, and keep the original copy of the Adoption Agreement.

Copy of Adoption Agreement

Individual 401(k) Plan

New Account Form Required only if utilizing the faster plan setup procedure—see page 5. Complete to specify participant information and mutual funds selected for investments, sign, and keep a copy.

Original signed form

Individual 401(k) Plan

Employer Services Form Complete, sign, and keep a copy. Original signed form

Individual 401(k) Plan Beneficiary Designation Form

Complete to name your beneficiaries, sign, and copy. Plan administrator maintains original form and updates the Plan Sponsor Web site.

Individual 401(k) Plan Salary Reduction Agreement

Complete to designate the amount to be withheld from pay (income) and contributed to the plan. If applicable, a participating spouse should com-plete this form as well. Keep in your files; do not send to T. Rowe Price. A revised form is required for every salary reduction change.

Individual 401(k) Plan Instructions to Transfer Plan Assets

Complete when assets are being transferred from a prior plan.

Copy to T. Rowe Price

Rollover Contribution

Transmittal Complete to authorize the accep-tance of rollover assets from a former employer’s plan. Keep a copy of the form and contact the former employer to obtain any other required forms.

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These instructions are designed to help you, the Employer, along with your attorney and/or tax advisor, complete the Adoption Agreement for the qualified retirement plan. The instructions are to be used only as a general guide and are not intended as a substitute for qualified legal and tax advisors. We recommend that you obtain the advice of your legal or tax advisor before you sign the Adoption Agreement. The words and phrases that are capitalized are defined terms that may be found in the Basic Plan Document.

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Fill in the requested information: Adopting Employer name, address, and telephone number.

The Adopting Employer’s federal tax identification number is the tax identification number assigned to your

business. To obtain a federal tax identification number, go to the IRS Web site at irs.gov for instructions.

Enter the month and day of the Adopting Employer’s tax year-end. Check the appropriate box for the type of business.

Enter the Plan name.

Enter the Plan Sequence Number. The number is used for annual reporting to the IRS/DOL. The IRS uses this number to identify your Plan. For example, if this is the fourth qualified Plan you maintain or have maintained, the Plan Sequence Number would be 004, and so on (do not count nonqualified plans such as SEP-IRAs). Enter the trust identification number if a separate number is assigned.

The account number may be left blank.

J\Zk`feFe\1<]]\Zk`m\;Xk\j9ecfb[j[FWhj7eh8

This 401(k) plan is either a new Plan (an initial adoption) or a restatement of an existing qualified retirement plan.

Part A. New Plan Effective Date

If this is a new 401(k) plan, fill in the Effective Date. The Effective Date is usually the first day of the Plan Year in which this Adoption Agreement is signed. For example, if an Employer maintains a Plan on a calendar year basis and this Adoption Agreement is signed on September 24, 2009, the Effective Date would be January 1, 2009.

Part B. Existing Plan Amendment or Restatement Date

If the reason you are adopting this Plan is to amend and replace an existing qualified plan, complete this sec-tion. The existing qualified plan to be replaced is called a “Prior Plan.” You will need to know the Effective Date of the Prior Plan. The best way to determine its Effective Date is to refer to the Prior Plan Adoption Agreement.

r0OUIFGJSTUMJOFFOUFSUIFQSJPS1MBOTJOJUJBM&GGFDUJWF%BUFGSPNUIFPSJHJOBM"EPQUJPO"HSFFNFOU r0OUIFTFDPOEMJOFFOUFSUIFGJSTUEBZPGUIF1MBO:FBSUIBUUIFFNQMPZFSTJHOTUIJTEPDVNFOU

(e.g., 1/1/09 for a calendar year plan when the business establishment date was 1/1/09 or prior and document is signed by 12/31/09).

T RO W E P R I C E CO Mß ß ß ß ß4ß 2/7 % ß 0 2 ) # %

)NSTRUCTIONSßFORß#OMPLETINGßTHEß4ß2OWEß0RICEß)NDIVIDUALß

(18)

1 6 T. Row e P R I c e 1 - 8 0 0 - 6 3 8 - 3 8 0 4

J\Zk`feKnf1<c`^`Y`c`kp

9ecfb[j[FWhji7WdZ8

Part A. Age and Years of Eligibility Service Age Requirement

r'JMMJOUIFBHFBO&NQMPZFFNVTUBUUBJO OPNPSFUIBOUPCFFMJHJCMFUPSFDFJWF&NQMPZFS1SPGJU

Sharing Contributions and be eligible to make Elective Deferrals.

Years of Eligibility Service Requirement

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receive Employer Profit Sharing Contributions and be eligible to make Elective Deferrals.

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Part B. Employees Employed As of Effective Date Select Option 1 or 2.

The age and service requirements may be waived for those Employees who are employed as of the Effective Date of this Plan. If the eligibility requirements are waived, then only those Employees hired after the original Effective Date will be required to meet the eligibility requirements as defined earlier in this section of the Adoption Agreement.

NOTE: This provision applies only to an initial adoption of a Plan.

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Part A. Elective Deferrals

Select Option 1 to allow for Elective Deferrals. Suboption 1 may be checked to allow for Roth Elective Deferrals.

Part B. Employer Profit Sharing Contributions

Employer Profit Sharing Contributions are permitted as described in Section 3.02(B)(1) of the Plan.

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All accounts are 100% vested.

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Loans are not permitted.

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There are no elections required for Section Six.

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Life insurance is not permitted.

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Part A. Trustee

1. Trustee Appointment

Check Option 2 and enter the individual (e.g., the Employer or an appointed individual) who will act as Individual Trustee(s).

Check the appropriate box to indicate if the Trustee is a Directed or Discretionary Trustee.

A Directed Trustee, other than the Employer, may act only on instructions provided by the Employer. A Discretionary Trustee may act without direction from the Employer.

T. Rowe Price is never the Trustee. 2. Trust Agreement

No election is required. The Trust provisions of Plan Section Eight are applicable.

Part B. Custodian

Leave this category blank

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Prototype Sponsor

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Attachment A: Used to document protected benefits and other prior plan provisions when the plan is adopted as an amendment or restatement of a prior plan. Please consult with your legal advisor for guidance on the completion of Attachment A.

Other: Check the box for other attachments to this Plan and provide a description of the attachment(s).

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his or her name and title.

NOTE: Under certain circumstances, you may wish to obtain assurance that this Plan meets the require-ments for qualification under the tax laws and regulations. This can be done by requesting a determination letter from the Employee Plans Determinations Office of the IRS. Refer to your tax advisor for the proce-dures for obtaining a determination letter.

Keep the original Adoption Agreement and send a copy to T. Rowe Price.

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Katrina Emergency Tax Relief Act of 2005 Gulf Opportunity Zone Act of 2005 Note:

New Plans: This amendment is not applicable for new Individual 401(k) Plans. Do not complete the amendment.

Restated Plans: This Optional Amendment is only required if hardship distributions and recontributions were allowed to certain Participants affected by Hurricanes Katrina, Rita, or Wilma between August 29,

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already been made.

Employer Information

If the restated Plan has Participants in hurricane relief areas and allowed hardship distributions and recontri-butions, enter the requested Employer information.

Section Five: Distributions and Loans Part A. Hurricane Relief—Distributions

Check Option 1 only if the restated Plan has Participants in hurricane relief areas and allowed hardship distri-butions and recontridistri-butions.

If Option 2 is elected, it is not necessary to complete and sign this amendment.

Hurricane Relief—Loans

No action required; loans are not permitted under this Plan.

Signature of Employer

If the Amendment is adopted, an authorized representative of the Employer must sign and date the

Adoption Agreement and enter his or her name and title. Keep the original Amendment and send a copy to T. Rowe Price with the Adoption Agreement.

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05906-12_A 6/09

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1 8 T. Row e P R I c e 1 - 8 0 0 - 6 3 8 - 3 8 0 4

Name of Adopting Employer_____________________________________________________________________________________________________ Address _____________________________________________________________________________________________________________________ City _______________________________________________________ State ____________________ Zip ________________________________ Telephone __________________________________________ Adopting Employer’s Federal Tax Identification Number ________________________ Adopting Employer’s Tax Year End (specify month and day) ______________________

Type of Business (select one) Sole Proprietorship Partnership C Corporation S Corporation LLC

Other (specify a legal entity recognized under federal income tax laws)______________________________________ Name of Plan _________________________________________________________________________________________________________________ Plan Sequence Number________ Trust Identification Number (if applicable)____________________ Account Number ___________________________

SECTION ONE: EFFECTIVE DATES

Complete Part A or B

Part A. New Plan Effective Date

This is the initial adoption of a 401(k) profit sharing plan by the Adopting Employer. The Effective Date of this Plan is ___________________________.

The Effective Date for Elective Deferrals under this Plan, if different from above, is ___________________________.

NOTE:The Effective Date is usually the first day of the Plan Year in which this Adoption Agreement is signed and may not be earlier than such date. Elective Deferrals, however, cannot be made available before the later of the date this Adoption Agreement is signed or the Effective Date for Elective Deferrals.

Part B. Existing Plan Amendment or Restatement Date

This is an amendment or restatement of an existing qualified plan (a Prior Plan). The Prior Plan was initially effective on ___________________________.

The Effective Date of this amendment or restatement is ___________________________.

NOTE:The restatement Effective Date is generally the first day of the Plan Year in which this Adoption Agreement is signed. An amendment or restatement Effective Date after the first day of the Plan Year in which this Adoption Agreement is signed may result in a reduction or elimination of accrued benefits, violating Code Section 411(d)(6). Notwithstanding the foregoing, Effective Dates for certain items (e.g., EGTRRA and other government pronouncements) are governed by the dates specified in the Basic Plan Document. If Elective Deferrals are being made available for the first time as a result of this amendment and restatement, the Elective Deferrals cannot be made available before the later of the date this Adoption Agreement is signed or the Effective Date for Elective Deferrals.

SECTION TWO: ELIGIBILITY

Complete Parts A and B

Part A. Age and Years of Eligibility Service

Age Requirement. An Employee will be eligible to become a Participant in the Plan for purposes of becoming a Contributing Participant (and thus eligible to make Elective Deferrals) or receiving an allocation of any Employer Profit Sharing Contribution, as applicable, made pursuant to Section Three of the Adoption Agreement, after attaining age _____ (no more than 21).

NOTE: If no age is specified there will be no age requirement.

Years of Eligibility Service Requirement. An Employee will be eligible to become a Participant in the Plan for purposes of becoming a Contributing Participant (and thus eligible to make Elective Deferrals) receiving an allocation of any Employer Profit Sharing Contribution, as applicable, made pursuant to Section Three of the Adoption Agreement (select one):

Option 1: No Eligibility Service Required.

Option 2: After completing ______ consecutive Months of Eligibility Service (no more than 12).

Option 3: After completing ______ Years of Eligibility Service (enter 0 or 1).

NOTE:If no option is selected, Option 1 will apply.

Part B. Employees Employed As of Effective Date

Will an Employee employed as of the Effective Date listed in Section One, Part A of the Adoption Agreement who has not otherwise met the requirements of Part A above be considered to have met those requirements as of the Effective Date (select one)?

Option 1: Yes.

Option 2: No.

NOTE: If no option is selected, Option 2 will apply.

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1 9 t ro w e p r i c e . co m T. Row e P R I c e

Will Elective Deferrals be permitted under this Plan (select one)?

Option 1: Yes (complete the following):

Will Roth Elective Deferrals be permitted under this Plan in addition to Pre-Tax Elective Deferrals?

Suboption 1: Yes.

Suboption 2: No.

NOTE:If no suboption is selected, Suboption 1 will apply.

Option 2: No.

NOTE:If no option is selected, Option 1 will apply.

Part B. Employer Profit Sharing Contributions

Employer Profit Sharing Contributions, if any, shall be allocated to all Qualifying Participants pursuant to the pro rata allocation formula described in Section 3.02(B)(1) of the Plan.

SECTION FOUR: VESTING AND FORFEITURES

There are no elections required for Section Four.

There are no elections required for Section 4. Refer to the Basic Plan Document for information regarding this Section.

SECTION FIVE: DISTRIBUTIONS AND LOANS Loans

May a Participant request a loan pursuant to Plan Section 5.14? Yes No

NOTE: If a box is not selected for this item, “No” will apply for this item.

SECTION SIX: DEFINITIONS

There are no elections required for Section Six

There are no elections required for Section 6. Refer to the Basic Plan Document for information regarding this Section. SECTION SEVEN: MISCELLANEOUS

Life Insurance

Will life insurance investments be permitted under the Plan (select one)?

Option 1: Yes.

Option 2: No.

X

Life insurance is not permitted.Life insurance is not permitted.

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2 0 T. Row e P R I c e 1 - 8 0 0 - 6 3 8 - 3 8 0 4

1. Trustee Appointment

Option 1: Financial Organization as Trustee

Option 2: Individual Trustee(s)

The Trustee of this Plan shall be a: Directed Trustee Discretionary Trustee

Name of Trustee ________________________________________________________________________________________________ Address _______________________________________________________________________________________________________ Telephone _____________________________________________________________________________________________________ Signature _______________________________________________ Title ________________________________________________

2. Trust Agreement

If a Trustee is designated in Part A, item 1 above, which trust agreement will apply to the Plan (select one)?

Option 1: Trust provisions contained in Plan Section Eight.

Option 2: Separate executed trust agreement attached hereto.

NOTE:If no option is selected, Option 1 will apply. If Option 2 is selected, the attached trust agreement must be one filed with the IRS for use by the Prototype Sponsor listed in Section Nine below.

Part B. Custodian (Both a Custodian and Trustee may be appointed for the Plan. This Part B must be completed unless a Trustee is named in Part A, above.)

1. Custodian Appointment

Financial Organization ___________________________________________________________________________________________ Address _______________________________________________________________________________________________________ Signature ______________________________________________________________________________________________________ Type Name _____________________________________________ Title ________________________________________________

2. Custodial Agreement

If a Custodian is designated in Part B, item 1 above, which custodial agreement will apply to the Plan (select one)?

Option 1: Custodial provisions contained in Plan Section 8.

Option 2: Separate executed custodial agreement attached hereto.

NOTE:If no option is selected, Option 1 will apply. If Option 2 is selected, the attached custodial agreement must be one filed with the IRS for use by the Prototype Sponsor listed in Section Nine below.

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2 1 t ro we p r i c e . co m T. Row e P R I c e

Telephone ___________________________________________________________________________________________________________________ Check the applicable box if there is an attachment(s) that applies to this Plan other than a separate trust or custodial agreement.

Attachment A, Protected Benefits and Prior Plan Provisions.

Other: (If this box is checked, please describe the attachment(s)) ____________________________________________________________________ Authorized Employer Signature

I am an authorized representative of the Adopting Employer named above and I state the following:

1. I acknowledge that I have relied upon my own advisors regarding the completion of this Adoption Agreement and the legal tax implications of adopting this Plan;

2. I understand that my failure to properly complete this Adoption Agreement may result in disqualification of the Plan;

3. I understand that the Prototype Sponsor will inform me of any amendments made to the Plan and will notify me should it discontinue or abandon the Plan; and

4. I have received a copy of this Adoption Agreement, the corresponding Basic Plan Document and, if applicable, any separate trust or custodial agreement used in lieu of the trust or custodial agreement contained in the Basic Plan Document.

Signature of Adopting Employer_______________________________________ Date Signed ______________________________________________ Type Name________________________________________________________ Title ____________________________________________________

NOTE:The Adopting Employer may rely on an opinion letter issued by the Internal Revenue Service as evidence that the Plan is qualified under Code Section 401 of the Internal Revenue Code except to the extent provided in Revenue Procedure 2005-16. An Employer who has ever maintained or who later adopts any plan (including a welfare benefit fund, as defined in Code Section 419(e), which provides post-retirement medical benefits allocated to separate accounts for key employees, as defined in Code Section 419A(d)(3), or an individual medical account, as defined in Code Section 415(l)(2) in addition to this Plan may not rely on the opinion letter issued by the Internal Revenue Service with respect to the requirements of Code Sections 415 and 416. If the Employer who adopts or maintains multiple plans wishes to obtain reliance with respect to the requirements of Code Sections 415 and 416, application for a determination letter must be made to Employee Plans Determinations of the Internal Revenue Service. The Employer may not rely on the opinion letter in certain other circumstances, which are specified in the opinion letter issued with respect to the Plan or in Revenue Procedure 2005-16. This Adoption Agreement may be used only in conjunction with Basic Plan Document #02.

1-800-638-3804

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2 2 T. Row e P R I c e 1 - 8 0 0 - 6 3 8 - 3 8 0 4

This Attachment may be used by an Adopting Employer to document protected benefits and other prior plan provisions that apply to some or all of the assets of the Adopting Employer’s plan.

ADOPTING EMPLOYER PLAN INFORMATION

Name of Adopting Employer Plan Name

Plan Sequence Number Trust Identification Number (if applicable) Account Number

PROTECTED BENEFITS AND PRIOR PLAN PROVISIONS Provision 1:

Source of Provision (e.g., plan name and sequence number, good faith amendment, etc.):

Provision 2:

Provision 3:

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2 3 t ro w e p r i c e . co m T. Row e P R I c e

Qualified Retirement Plan

Adoption Agreement Amendments

Name of Adopting Employer ________________________________________________________________________________________________ Address _________________________________________________________________________________________________________________ City ____________________________________________________________ State _________________________ Zip ______________________ Telephone _________________________________________ Adopting Employer’s Federal Tax I.D. Number _______________________________ Name of Plan_____________________________________________________________________________________________________________ Plan Sequence Number__________________________ Adopting Employer’s Fiscal Year End ____________________________________________ This Amendment is effective on the Effective Date of the amendment and restatement of the Plan for the Economic Growth and Tax Relief

Reconciliation Act of 2001 (EGTRRA) and other applicable requirements.

Hurricane Katrina Relief

This amendment of the Plan (hereinafter referred to as “the Amendment”) is comprised of this Adoption Agreement Amendment and the corresponding Basic Plan Document Amendment. The purpose of this Amendment is to incorporate the hurricane relief provided by the IRS in Announcement 2005-70. Such relief permitted plan sponsors of qualified retirement plans to make hardship distributions and loans to certain participants if the affected plans were amended by the last day of the 2006 plan year. This amendment is not required unless the plan was affected by hurricane Katrina as described below and, as a result, the plan sponsor permitted loans and hardship distributions. The Amendment is intended to provide good faith compliance with Announcement 2005-70 and related guidance until the Plan is formally restated to include such provisions and supersedes the provisions of the Plan to the extent those provisions are inconsistent with the provisions of the Amendment.

KETRA Legislation

This amendment of the Plan (hereinafter referred to as “the Amendment”) is comprised of this Adoption Agreement Amendment and the corresponding Basic Plan Document Amendment and is adopted to reflect certain provisions of the Katrina Emergency Tax Relief Act of 2005 (“KETRA”), The Gulf Opportunity Zone Act of 2005 (“GOZone”), and other related legislation and pronouncements. The Amendment is intended to provide good faith compliance with those statutes and related guidance until the Plan is formally restated to include such provisions and supersedes the provisions of the Plan to the extent those provisions are inconsistent with the provisions of the Amendment.

NOTE:Section numbers used below correspond to the Adoption Agreement sections to which the Amendment provisions relate.

SECTION FIVE: DISTRIBUTIONS AND LOANS Part A. Hurricane Relief – Distributions

Were Participants who were affected by Hurricanes Katrina, Rita, or Wilma permitted to take distributions and to make recontributions, as provided in the Katrina Emergency Tax Relief Act of 2005 (KETRA), the Gulf Opportunity Zone Act of 2005 (GOZone), and related pronouncements?

Option 1: Yes.

Option 2: No.

Hurricane Relief – Loans

Were Participants who were affected by Hurricanes Katrina, Rita, and Wilma permitted to take loans as provided in the Katrina Emergency Tax Relief Act of 2005 (KETRA), the Gulf Opportunity Zone Act of 2005 (GOZone), and related pronouncements?

Option 1: Yes.

Option 2: No.

1. I acknowledge that I have relied upon my own advisers regarding the completion of these Amendments and the legal and tax implications of amending this Plan;

2. I understand that my failure to properly complete these Amendments may result in disqualification of the Plan; and 3. I have received a copy of these Amendments.

Signature of Adopting Employer _______________________________________________Date Signed____________________________________ Type Name ________________________________________________________________Title _________________________________________

X

Qualified Retirement Plan

Adoption Agreement Amendments

Hurricane Katrina Relief

KETRA Legislation

Option 1: Yes.

Option 2: No.

Option 1: Yes.

Option 2: No.

X

85908 6/09

Hurricane Katrina Relief

KETRA Legislation

Option 1: Yes.

Option 2: No.

Option 1: Yes.

Option 2: No.

X

Adoption Agreement Amendments

Hurricane Katrina Relief

KETRA Legislation

Option 1: Yes.

Option 2: No.

Option 1: Yes.

Option 2: No.

X

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