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EMPOWER <br /> RETIREMENT <br /> ADMINISTRATIVE SERVICES AGREEMENT <br /> This Administrative Services Agreement("Agreement")sets forth the general terms and <br /> conditions under which Empower Retirement, LLC ("Empower")will provide administrative services to the <br /> undersigned Plan Sponsor with respect to Plan Sponsor's defined contribution plan (the"Plan"or"Plans") <br /> established pursuant to Code section 401(a), 401(k)or 457(b)(as applicable). <br /> 1. Definitions <br /> "Agreement" includes this base Administrative Services Agreement as well as the attached Schedule of <br /> Services and a separately executed fee schedule or fee proposal ("Fee Schedule"). <br /> "Business Day" means any day, and only for as many hours as, the New York Stock Exchange is open. <br /> "Code" means the Internal Revenue Code of 1986, as amended from time to time. <br /> "Empower"and"Empower Retirement" refer to Empower Retirement, LLC and its affiliates with respect to <br /> products and services offered in the retirement markets, including but not limited to recordkeeping and <br /> communication services. <br /> "Participant" shall mean an employee,former employee, Plan participant, participant,former participant, <br /> beneficiary or alternate payee who is or may be entitled to participate in or receive benefits under the <br /> Plan. <br /> "Plan Sponsor"and"Employer" refer to the undersigned Employer,the Plan Sponsor, Plan Administrator, <br /> named fiduciaries, and other delegates of the Employer(other than Empower), as dictated by the context. <br /> 2. Services Provided by Empower <br /> 2.1. Services. Empower will provide the services set forth in this Agreement(collectively the <br /> "Services"). In the performance of the Services, Empower will act as a non-discretionary service provider <br /> directed by the Plan Sponsor in compliance with applicable laws and regulations. The parties agree that <br /> the purchase and sale of securities for the Plan, except for employer stock and unaffiliated self-directed <br /> brokerage, will be effected through GWFS Equities, Inc., a broker/dealer affiliate of Empower. <br /> 2.2. Non-Fiduciary Status. Plan Sponsor acknowledges that the Services are ministerial and <br /> are not intended to involve the exercise of any discretion that would cause Empower to be a fiduciary or <br /> Plan Administrator as defined under the Code, the Investment Advisors Act of 1940, or state law, as <br /> applicable. Nothing in this Agreement or otherwise shall result in Empower having any discretionary <br /> authority or responsibility for the administration of the Plan, including management of the Plan or disposition <br /> of Plan assets. Empower shall not render, or have any authority or responsibility to render, investment <br /> advice for a fee or other compensation, direct or indirect, with respect to any Plan assets. <br /> 2.3. No Tax or Legal Advice. Nothing in this Agreement is intended to constitute legal or tax <br /> advice from Empower to Plan Sponsor, or to any other party. Plan Sponsor understands that Empower has <br /> not given and may not give legal advice.All issues should be reviewed and discussed with Plan Sponsor's <br /> legal counsel and/or tax adviser. <br /> SAGWTPACOGOV0521 <br /> 1 <br />