Common use of Qualified Domestic Relations Order Processing Clause in Contracts

Qualified Domestic Relations Order Processing. The Trustee will provide Qualified Domestic Relations Order support by supplying interested parties with plan and benefit information, suspending payments upon notification that a domestic relations order has been submitted, and executing all administrative action required by that order after it has been qualified by the Administrator. THE PROGRESSIVE CORPORATION FIDELITY MANAGEMENT TRUST COMPANY By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxx Xxxxxx Vice President FMTC Authorized Signatory January 31, 2006 February 10, 2006 SCHEDULE “B” – Fee Schedule Annual Participant Fee: $10 per Participant* billed and payable quarterly. Loan Fee: Establishment fee of $35.00 per loan account; annual fee of $15.00 per loan account. Minimum Required Distribution: $25.00 per Participant per MRD Withdrawal. In-Service Withdrawals by Phone: $20.00 per withdrawal. Plan Sponsor Webstation (PSW): Two User I.D.’s provided free of charge. Additional User I.D.’s available upon request. Return of Excess Contribution Fee: $25.00 per Participant, one-time charge per calculation and check generation. Non-Fidelity Mutual Funds: Fees paid directly to Fidelity Investments Institutional Operations Company, Inc. (FIIOC) or its affiliates by Non-Fidelity Mutual Fund vendors shall be posted and updated quarterly on Plan Sponsor Webstation at xxxx://xxx.xxxxxxxx.xxx or a successor site. — Other Fees: Separate charges may apply for optional non-discrimination testing, extraordinary expenses resulting from large numbers of simultaneous manual transactions, from errors not caused by Fidelity, reports not contemplated in this Agreement, corporate actions, or the provision of communications materials in hard copy which are also accessible to Participants via electronic services in the event that the provision of such material in hard copy would result in an additional expense deemed to be material. Fees for corporate actions will be negotiated separately, based on the characteristics of the project as well as the overall relationship at the time of the project. — A budget for communications shall be established on an annual basis. * This fee will be imposed pro rata for each calendar quarter, or any part thereof, that it remains necessary to keep a Participant’s account(s) as part of the Plan’s records, e.g., vested, deferred, forfeiture, top-heavy and terminated Participants who must remain on file through calendar year-end for 1099-R reporting purposes.

Qualified Domestic Relations Order Processing. The Trustee Recordkeeper will --------------------------------------------- provide Qualified Domestic Relations Order support by supplying interested parties with plan and benefit information, suspending payments upon notification that a domestic relations order has been submitted, and executing all administrative action required by that order after it has been qualified by the Administrator. THE PROGRESSIVE CORPORATION 44 LIZ CLAIBORNE, INC. FIDELITY MANAGEMENT TRUST COMPANY By: /s/ Xxxxxxx X. Xxxxxxx Michael Scarpa 9/29/03 By: /s/ Xxxxxxx Xxxx Xxxxxx Vice President Rebecca Hays 00/0/00 -------------------------------- -------------------------------- Date FMTC Authorized Signatory January 31Date FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, 2006 February 10, 2006 INC. By: /s/ Rebecca Hays 10/9/03 -------------------------------- XXXXX Xuthorized Signatory Date SCHEDULE “"B” – " - Fee Schedule Annual Participant Fee: $10 0 per Participant* billed and payable quarterly. Loan Fee: Establishment fee of $35.00 per loan account; annual fee of $15.00 per loan account. Minimum Required Distribution: $25.00 per Participant per MRD Withdrawal. In-Service Withdrawals by PhoneWithdrawals: $20.00 per withdrawal. Plan Sponsor Webstation (PSW): Two User I.D.’s provided free of charge. Additional User I.D.’s available upon request. Return of Excess Contribution Fee: $25.00 per Participant, one-time charge per calculation and check generation. Non-Fidelity Mutual Funds: Fees paid directly to Fidelity Investments Institutional Operations Company, Inc. (FIIOC) or its affiliates by Non-Fidelity Mutual Fund vendors shall be posted and updated quarterly on Plan Sponsor Webstation at xxxx://xxx.xxxxxxxx.xxx https://psw.fidelity.com or a successor ------------------------- site. — Other FeesSelf Directed Brokerage: Separate charges may apply for optional non-discrimination testing, extraordinary expenses resulting Fidelity BrokerageLink Plan Related ----------------------------------- Account Fee: ------------ Annual Account Fee of $100 per account within each plan per year. To be calculated and deducted quarterly from large numbers of simultaneous manual transactions, from errors not caused by Fidelity, reports not contemplated in this Agreement, corporate actions, or the provision of communications materials in hard copy which SPO if sufficient funds are also accessible to Participants via electronic services available in the event that SPO. If there are insufficient funds in the provision of such material in hard copy would result in an additional expense deemed to SPO, fees shall be materialdeducted from the BrokerageLink Core Account. Fees Fidelity BrokerageLink Plan account minimum initial investment is $2,500; subsequent transfer minimum is $1,000. Brokerage fees and commissions for corporate actions individual trades will be negotiated separately, based on the characteristics of the project as well as the overall relationship at the time of the project. — A budget for communications shall be established on an annual basis. * This fee will be imposed pro rata for each calendar quarter, or any part thereof, that it remains necessary to keep charged in accordance with a Participant’s account(s) as part of the Plan’s records, e.g., vested, deferred, forfeiture, top-heavy and terminated Participants who must remain on file through calendar year-end for 1099-R reporting purposesseparate commission schedule.

Qualified Domestic Relations Order Processing. The Trustee will provide Qualified Domestic Relations Order support by supplying interested parties with plan and benefit information, suspending payments upon notification that a domestic relations order has been submitted, and executing all administrative action required by that order after it has been qualified by the Administrator. THE PROGRESSIVE CORPORATION ZIONS BANCORPORATION FIDELITY MANAGEMENT TRUST COMPANY By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxxxx Xxxxxxx Xxxx Xxxxxx Vice President FMTC 8/14/06 Authorized Signatory January 31, 2006 February 10, 2006 SCHEDULE Date Authorized Signatory Date Fidelity Confidential 36 Schedule “B” – Fee Schedule Annual Participant Fee: $10 0 per Participant* billed and payable quarterly. Loan Fee: Establishment fee of $35.00 per loan account; annual fee of $15.00 100.00 per loan account. Minimum Required Distribution: $25.00 per Participant per MRD Withdrawal. In-Service Withdrawals by PhoneWithdrawals: $20.00 per withdrawal. Plan Sponsor Webstation (PSW): Two User I.D.’s provided free of charge. Additional User I.D.’s available upon request. Return of Excess Contribution Fee: $25.00 per Participant, one-time charge per calculation and check generation. Non-Fidelity Mutual Funds: Fees paid directly to Fidelity Investments Institutional Operations Company, Inc. (FIIOC) or its affiliates by Non-Fidelity Mutual Fund vendors shall be posted and updated quarterly on Plan Sponsor Webstation at xxxx://xxx.xxxxxxxx.xxx or a successor site. — Signature Ready 5500: The standard fee is waived; provided, however, if all required information is not received until after 5 1/2 months following the Plan’s year-end, there will be a late processing charge of $1,000 per Plan affected. Any revisions requested by the Plan Sponsor after Fidelity has initially prepared and submitted the Form 5500 to the Plan Sponsor will be processed at a rate of $100 per hour. DRO Qualification: This service will commence only after Fidelity receives the Service Authorization Agreement executed by a legally authorized representative of the Sponsor. The “standard” Order review fees are as follows: $300 for the review of unaltered Orders generated via Fidelity’s QDRO Center website, or $1,200 for the review of Orders not generated via Fidelity’s QDRO Center website, or for Orders generated via Fidelity’s QDRO Center website but then subsequently altered. A “standard” DRO is an order that references one defined contribution plan only. The fees for “complex” Orders are as follows: $900 for the review of unaltered Orders generated via Fidelity’s QDRO Center website, or $1,200 for the review of Orders not generated via Fidelity’s QDRO Center website, or for Orders generated via Fidelity’s QDRO Center website but then subsequently altered. A “complex” Order is an Order that references a defined benefit plan or multiple plans (defined benefit and/or defined contribution, in any combination). Any revisions to these fees will be reflected in an updated Service Authorization Agreement for the DRO qualification service which will be provided by the Trustee to the Sponsor for execution. Dividend Pass-Through Fee: $4 for each dividend check that is cut. $3 for each dividend sent via EFT. This fee is based on the following assumptions, in addition to those set forth in the Note section: n Dividends will be distributed quarterly n The default option for receiving dividends will be reinvestment into the Stock Fund. • Other Fees: Separate separate charges may apply for optional non-discrimination testing, extraordinary expenses resulting from large numbers of simultaneous manual transactions, from errors not caused by Fidelity, reports not contemplated in this Agreement, corporate actions, or the provision of communications materials in hard copy which are also accessible to Participants participants via electronic services in the event that the provision of such material in hard copy would result in an additional expense deemed to be material. Fees for corporate actions will be negotiated separately, The Administrator may withdraw reasonable administrative fees from the Trust by written direction to Fidelity. Note: These fees are based on the characteristics Plan characteristics, asset configuration, net cash flow, fund selection and number of Participants existing as of the project as well as date of this agreement. In the overall relationship event that one or more of these factors changes significantly, fees may be subject to change after discussion and mutual agreement of the parties. Significant changes in the legal and regulatory environment would also prompt discussion and potential fee changes. ZIONS BANCORPORATION FIDELITY MANAGEMENT TRUST COMPANY By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxxxxxxx Xxxxxxx 8/14/06 Authorized Signatory Date Authorized Signatory Date Fidelity Confidential 38 Schedule “C” – Investment Options In accordance with Section 5(b), the Named Fiduciary hereby directs the Trustee that Participants' individual accounts may be invested in the following investment options: • Fidelity Advisor Diversified International Fund—Class I • Fidelity Balanced Fund • Fidelity Capital & Income Fund • Fidelity Contrafund® • Fidelity Freedom 2000 Fund® • Fidelity Freedom 2005 Fund® • Fidelity Freedom 2010 Fund® • Fidelity Freedom 2015 Fund® • Fidelity Freedom 2020 Fund® • Fidelity Freedom 2025 Fund® • Fidelity Freedom 2030 Fund® • Fidelity Freedom 2035 Fund® • Fidelity Freedom 2040 Fund® • Fidelity Freedom Income Fund® • Fidelity U.S. Bond Index Fund • Managed Income Portfolio II—Class 1 • AllianceBernstein International Value Fund—Advisor Class • American Beacon Large Cap Value Fund—Plan Ahead Class • BlackRock International Opportunities Fund—Institutional Class • Columbia Acorn USA Fund—Class Z • Evergreen Special Values Fund—Institutional Class • Janus Mid Cap Value Fund—Investor class • Xxxx Xxxxx Partners Aggressive Growth Fund—Class A • Xxxxxx Xxxxxx Bond—Institutional Class • Xxxxxx Xxxxxx Global Bond—Institutional Class • Xxxxxx Xxxxxxx Institutional International Real Estate Portfolio—Class A • PIMCO Commodity Real Return Strategy Fund—Institutional Class • PIMCO Total Return Fund—Institutional Class Fidelity Confidential 39 • Rainier Small/Mid Cap Equity Portfolio—Investor Class • Spartan® International Index Fund—Investor Class • Spartan® Total Market Index Fund—Investor Class • Spartan® U.S. Equity Index Fund—Investor Class • X. Xxxx Price Emerging Markets Stock Fund • Vanguard Mid-Cap Index Fund—Admiral Class • Vanguard REIT Index Fund—Admiral Class • Vanguard Small-Cap Index Fund—Admiral Class • Victory Diversified Stock Fund—Class A • Zions Stock Fund (frozen to new investment elections and exchanges in) The Named Fiduciary hereby directs that the investment option referred to in Section 5(c) and Section 5(e)(vi)(B)(5) shall be Managed Income Portfolio II—Class 1. ZIONS BANCORPORATION By: /s/ Xxxxx X. Xxxxxxxx Authorized Signatory Date Fidelity Confidential 40 Schedule “D” – Statement of Qualified Status Fidelity Confidential 41 Schedule “E” – Operational Guidelines for Non-Fidelity Mutual Funds Pricing By 7:00 p.m. Eastern Time (“ET”) each Business Day, the Non-Fidelity Mutual Fund Vendor (Fund Vendor) will transmit the following information (“Price Information”) to FIIOC: (1) the NAV for each Fund prior to the close of trading on the New York Stock Exchange (“Close of Trading”), (2) the change in each Fund's NAV from the Close of Trading on the prior Business Day, (3) in the case of an income fund or funds, the daily accrual for interest rate factor (“mil rate”), and (4) on ex dividend date, if applicable, dividend and capital gain information. FIIOC must receive Price Information each Business Day. If on any Business Day the Fund Vendor does not provide such Price Information to FIIOC, FIIOC shall pend all associated transaction activity in the Plan until the relevant Price Information is made available by Fund Vendor. Trade Activity and Wire Transfers Each Business Day following Trade Date (“Trade Date plus One”), FIIOC or National Financial Services Corporation LLC (“NFS”), an affiliate of FIIOC, will provide, via facsimile, to the Fund Vendor a consolidated report of net purchase or net redemption activity that occurred in each of the Funds at the time Close of Trading on the prior Business Day. The report will reflect the dollar amount of assets and shares to be invested or withdrawn for each Fund. FIIOC or NFS will transmit this report to the Fund Vendor each Business Day, regardless of processing activity. In the event that data contained in the facsimile transmission represents estimated trade activity, FIIOC or NFS shall provide a final facsimile to the Fund Vendor. Any resulting adjustments shall be processed by the Fund Vendor at the net asset value for the prior Business Day. The Fund Vendor shall send via regular mail to FIIOC or NFS transaction confirms for all daily activity in each of the projectFunds. — A budget for communications The Fund Vendor shall be established on an annual basis. * This fee will be imposed pro rata also send via regular mail to FIIOC or NFS, by no later than the fifth Business Day following calendar month close, a monthly statement for each calendar quarter, or Fund. FIIOC and NFS agree to notify the Fund Vendor of any part thereof, that it remains necessary to keep a Participant’s account(sbalance discrepancies within twenty (20) as part Business Days of receipt of the Plan’s recordsmonthly statement. For purposes of wire transfers, e.g.FIIOC or NFS shall transmit a daily wire for aggregate purchase activity and the Fund Vendor shall transmit a daily wire for aggregate redemption activity, vested, deferred, forfeiture, top-heavy and terminated Participants who must remain in each case including all activity across all Funds occurring on file through calendar year-end for 1099-R reporting purposesthe same day.

Qualified Domestic Relations Order Processing. The Trustee will provide Qualified Domestic Relations Order support by supplying interested parties with plan and benefit information, suspending payments upon notification that a domestic relations order has been submitted, and executing all administrative action required by that order after it has been qualified by the Administrator. THE PROGRESSIVE CORPORATION EXPEDIA, INC. FIDELITY MANAGEMENT TRUST COMPANY By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxxx Xxxx Xxxxxx Vice President Date FMTC Authorized Signatory January 31, 2006 February 10, 2006 Date 51 SCHEDULE “B” – — Fee Schedule Annual Participant Fee: $10 3.00 per Participant* *, billed and payable quarterly. Loan Fee: Establishment fee of $35.00 100.00 per loan account; annual fee of $15.00 per loan account. Minimum Required Distribution: $25.00 per Participant per MRD Withdrawal. In-Service Withdrawals by PhoneWithdrawals: $20.00 per withdrawal. Plan Sponsor Webstation (PSW): Two User I.D.’s provided free of charge. Additional User I.D.’s available upon request. Return of Excess Contribution Fee: $25.00 per Participant, one-time charge per calculation and check generation. Non-Discrimination Testing: $3,200 fee annually. Non-Fidelity Mutual Funds: Fees paid directly to Fidelity Investments Institutional Operations Company, Inc. (FIIOC) or its affiliates by Non-Fidelity Mutual Fund vendors shall be posted and updated quarterly on Plan Sponsor Webstation at xxxx://xxx.xxxxxxxx.xxx hxxx://xxx.xxxxxxxx.xxx or a successor site. — Other FeesSelf Directed Brokerage: Separate charges may apply for optional non-discrimination testing, extraordinary expenses resulting Fidelity BrokerageLink Plan Related Account Fee: Annual Account Fee of $100 per account within each plan per year. To be calculated and deducted quarterly from large numbers of simultaneous manual transactions, from errors not caused by Fidelity, reports not contemplated in this Agreement, corporate actions, or the provision of communications materials in hard copy which SPO if sufficient funds are also accessible to Participants via electronic services available in the event that SPO. If there are insufficient funds in the provision of such material in hard copy would result in an additional expense deemed to SPO, fees shall be materialdeducted from the BrokerageLink Core Account. Fees Fidelity BrokerageLink Plan account minimum initial investment is $2,500; subsequent transfer minimum is $1,000. Brokerage fees and commissions for corporate actions individual trades will be negotiated separately, based on the characteristics of the project as well as the overall relationship at the time of the projectcharged in accordance with a separate commission schedule. — A budget for communications shall be established on an annual basis. * This Signature Ready 5500: The fee will be imposed pro rata for each calendar quarter, or any part thereof, that it remains necessary to keep a Participant’s account(s) as part of is $1,000 per 5500 if all required information is submitted within 51/2 months following the Plan’s records, e.g., vested, deferred, forfeiture, top-heavy and terminated Participants who must remain on file through calendar year-end for 1099end. If all required 52 information is not received until after 51/2 months following the Plan’s year-R reporting purposesend, there will be an additional $1,000 late processing charge per Plan affected. Any revisions requested by the Plan Sponsor after Fidelity has initially prepared and submitted the Form 5500 to the Plan Sponsor will be processed at a rate of $100 per hour.

Qualified Domestic Relations Order Processing. The Trustee will provide Qualified Domestic Relations Order support by supplying interested parties with plan and benefit information, suspending payments upon notification that a domestic relations order has been submitted, and executing all administrative action required by that order after it has been qualified by the Administrator. THE PROGRESSIVE CORPORATION ZIONS BANCORPORATION FIDELITY MANAGEMENT TRUST COMPANY By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx Xxxxxxxx By: /s/ Xxxxxxxxx Xxxxxxx Xxxx Xxxxxx Vice President FMTC 8/14/06 Authorized Signatory January 31, 2006 February 10, 2006 SCHEDULE Date Authorized Signatory Date Fidelity Confidential 36 Schedule “B” – Fee Schedule Annual Participant Fee: $10 0 per Participant* billed and payable quarterly. Loan Fee: Establishment fee of $35.00 per loan account; annual fee of $15.00 100.00 per loan account. Minimum Required Distribution: $25.00 per Participant per MRD Withdrawal. In-Service Withdrawals by PhoneWithdrawals: $20.00 per withdrawal. Plan Sponsor Webstation (PSW): Two User I.D.’s provided free of charge. Additional User I.D.’s available upon request. Return of Excess Contribution Fee: $25.00 per Participant, one-time charge per calculation and check generation. Non-Fidelity Mutual Funds: Fees paid directly to Fidelity Investments Institutional Operations Company, Inc. (FIIOC) or its affiliates by Non-Fidelity Mutual Fund vendors shall be posted and updated quarterly on Plan Sponsor Webstation at xxxx://xxx.xxxxxxxx.xxx or a successor site. — Other FeesSignature Ready 5500: Separate charges may apply for optional non-discrimination testingThe standard fee is waived; provided, extraordinary expenses resulting from large numbers of simultaneous manual transactionshowever, from errors if all required information is not caused by Fidelity, reports not contemplated in this Agreement, corporate actions, or the provision of communications materials in hard copy which are also accessible to Participants via electronic services in the event that the provision of such material in hard copy would result in an additional expense deemed to be material. Fees for corporate actions will be negotiated separately, based on the characteristics of the project as well as the overall relationship at the time of the project. — A budget for communications shall be established on an annual basis. * This fee will be imposed pro rata for each calendar quarter, or any part thereof, that it remains necessary to keep a Participant’s account(s) as part of received until after 5 1/2 months following the Plan’s records, e.g., vested, deferred, forfeiture, top-heavy and terminated Participants who must remain on file through calendar year-end end, there will be a late processing charge of $1,000 per Plan affected. Any revisions requested by the Plan Sponsor after Fidelity has initially prepared and submitted the Form 5500 to the Plan Sponsor will be processed at a rate of $100 per hour. DRO Qualification: This service will commence only after Fidelity receives the Service Authorization Agreement executed by a legally authorized representative of the Sponsor. The “standard” Order review fees are as follows: $300 for 1099the review of unaltered Orders generated via Fidelity’s QDRO Center website, or $1,200 for the review of Orders not generated via Fidelity’s QDRO Center website, or for Orders generated via Fidelity’s QDRO Center website but then subsequently altered. A “standard” DRO is an order that references one defined contribution plan only. The fees for “complex” Orders are as follows: $900 for the review of unaltered Orders generated via Fidelity’s QDRO Center website, or $1,200 for the review of Orders not generated via Fidelity’s QDRO Center website, or for Orders generated via Fidelity’s QDRO Center website but then subsequently altered. A “complex” Order is an Order that references a defined benefit plan or multiple plans (defined benefit and/or defined contribution, in any combination). Any revisions to these fees will be reflected in an updated Service Authorization Agreement for the DRO qualification service which will be provided by the Trustee to the Sponsor for execution. Dividend Pass-R reporting purposesThrough Fee: $4 for each dividend check that is cut.