0001177017-04-000015 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT Between
Investment Management Agreement • February 25th, 2004 • T Rowe Price Retirement Funds Inc

INVESTMENT MANAGEMENT AGREEMENT, made as of the 4th day of February, 2004, by and between T. ROWE PRICE RETIREMENT FUNDS, INC., a Maryland corporation (the "Corporation"), and T. ROWE PRICE ASSOCIATES, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the "Manager").

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Custodian Agreement
Custodian Agreement • February 25th, 2004 • T Rowe Price Retirement Funds Inc • Massachusetts

This Agreement is made as of January 28, 1998 by and between each entity set forth on Appendix A hereto (as such Appendix A may be amended from time to time) which executes a copy of this Agreement (each referred to herein as the "Fund"), and State Street Bank and Trust Company, a Massachusetts trust company with its principal place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the "Custodian").

SPECIAL SERVICING AGREEMENT
Special Servicing Agreement • February 25th, 2004 • 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 and February 4, 2004, by and between T. ROWE PRICE RETIREMENT FUNDS, INC., on behalf of its separate series and classes, T. ROWE PRICE RETIREMENT 2005 FUND, 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 2015 FUND, 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 2025 FUND, 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 2035 FUND, 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

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