0001177017-03-000023 Sample Contracts

UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • October 28th, 2003 • T Rowe Price Retirement Funds Inc

THIS UNDERWRITING AGREEMENT, made as of the 22nd day of October, 2003, by and between T. ROWE PRICE RETIREMENT FUNDS, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the "Corporation"), and T. ROWE PRICE INVESTMENT SERVICES, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the "Distributor").

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AGREEMENT between and THE T. ROWE PRICE FUNDS for FUND ACCOUNTING SERVICES
Fund Accounting Services Agreement • October 28th, 2003 • T Rowe Price Retirement Funds Inc • Maryland

AGREEMENT made as of the first day of January, 2003, by and between T. ROWE PRICE ASSOCIATES, INC., a Maryland corporation having its principal office and place of business at 100 East Pratt Street, Baltimore, Maryland 21202 ("Price Associates"), and each Fund which is listed on Appendix A (as such Appendix may be amended from time to time) and which evidences its agreement to be bound hereby by executing a copy of this Agreement (each such Fund individually hereinafter referred to as "the Fund", whose definition may be found in Article T);

AGREEMENT between
Service Agreement • October 28th, 2003 • T Rowe Price Retirement Funds Inc • Maryland
SPECIAL SERVICING AGREEMENT
Special Servicing Agreement • October 28th, 2003 • T Rowe Price Retirement Funds Inc • Maryland

THIS SPECIAL SERVICING AGREEMENT ("Agreement"), made as of the 4th day of September, 2002, is hereby amended as of October 22, 2003, by and between T. ROWE PRICE RETIREMENT FUNDS, INC., on behalf of five of its separate series and classes, T. ROWE PRICE RETIREMENT 2010 FUND, T. ROWE PRICE RETIREMENT 2010 FUND—ADVISOR CLASS, T. ROWE PRICE RETIREMENT 2010 FUND—R CLASS, T. ROWE PRICE RETIREMENT 2020 FUND, T. ROWE PRICE RETIREMENT 2020 FUND—ADVISOR CLASS, T. ROWE PRICE RETIREMENT 2020 FUND—R CLASS, T. ROWE PRICE RETIREMENT 2030 FUND, T. ROWE PRICE RETIREMENT 2030 FUND—ADVISOR CLASS, T. ROWE PRICE RETIREMENT 2030 FUND—R CLASS, T. ROWE PRICE RETIREMENT 2040 FUND, T. ROWE PRICE RETIREMENT 2040 FUND—ADVISOR CLASS, T. ROWE PRICE RETIREMENT 2040 FUND—R CLASS, T. ROWE PRICE RETIREMENT INCOME FUND, T. ROWE PRICE RETIREMENT INCOME FUND—ADVISOR CLASS, and T. ROWE PRICE RETIREMENT INCOME FUND—R CLASS (collectively hereafter referred to as the "Retirement Funds"), EACH FUND LISTED ON APPENDIX A attach

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