Beth Israel Deaconess Medical Center 401(k) Retirement Plan. Start investing in yourself today, with help from BIDMC 401(k) Plan and Fidelity.

Beth Israel Deaconess Medical Center 401(k) Retirement Plan Start investing in yourself today, with help from BIDMC 401(k) Plan and Fidelity.

Invest some of what you earn today for what you plan to accomplish tomorrow. BIDMC offers a generous matching contribution, outstanding convenience, and a variety of investment options. Take a look and see what a difference enrolling in the plan could make in achieving your goals. Benefit from: Retirement planning tools. You have access to online tools designed to help you manage your assets as you plan for retirement. Matching contributions. BIDMC helps your contributions grow through a generous employer match of up to 50% of the first 4% of compensation it's like getting free money. That's why it can make good financial sense to take advantage of this great benefit today! Please note that employer contributions are subject to your plan provisions. Convenience. Your contributions are automatically deducted regularly from your paycheck. Catch-up contributions. If you make the maximum contribution to your plan account, and you are 50 years of age or older during the calendar year, you can make an additional "catch-up" contribution of $5,500 in 2010. Investment options. You have the flexibility to select from investment options that range from more conservative to more aggressive, making it easy for you to develop a well-diversified investment portfolio. Portability. You can roll over eligible savings from a previous employer into this Plan. You can also take your plan vested account balance with you if you leave your employer. To learn more about what your plan offers, see "Frequently asked questions about your plan" later in this guide. Enroll in your plan and invest in yourself today.

Frequently asked questions about your plan. Here are answers to questions you may have about the key features, benefits, and rules of your plan. This booklet is intended to assist you in understanding BIDMC's 401(k) Retirement Plan. This booklet is not a legal document, binding agreement or contract. Actual plan contracts and/or plan documents take precedence and will be used to determine benefits. Eligibility requirements and limitations are discussed in more detail in the 401(k) Plan's Summary Plan Description. It is your responsibility to read the Summary Plan Description and all plan materials provided to you to fully understand the eligibility rules and options. The provision of benefits does not indicate continued employment. BIDMC reserves the right to change, amend and discontinue benefits at any time. When can I enroll in the Plan? There is no waiting period. You can enroll in the Plan at any time. Temporary employees, leased employees, employees covered by a collective bargaining agreement and Executives are not eligible to join the plan. When is my enrollment effective? Your enrollment becomes effective once you elect a deferral percentage, which initiates deduction of your contributions from your pay. These salary deductions will generally begin with your next pay period after we receive your information, or as soon as administratively possible. How do I designate my beneficiary? Fidelity's Online Beneficiaries Service offers a straightforward, convenient process that takes just minutes. Simply log on to Fidelity NetBenefits at www.fidelity.com/atwork and click on "Beneficiaries" in the About You section of Your Profile. If you do not have access to the internet, you may obtain a copy of the beneficiary form by calling Fidelity at 1-800-343-0860. How much can I contribute? Through automatic payroll deduction, you may be able to contribute between 1% and 100% of your eligible pay on a pretax basis, up to the annual IRS dollar limits. If you are a Highly Compensated Employee, you are limited to 4%. To adjust the amount you contribute to your plan, simply contact Fidelity Investments. What are the IRS contribution limits? If you are under age 50, the IRS contribution limit is $16,500 for 2010. If you will be at least age 50 during the year, your plan may allow you to defer an additional $5,500 as catch-up contributions. Does BIDMC contribute to my account? Yes. BIDMC helps your retirement savings grow by matching your contributions. If you are eligible, BIDMC will make a matching contribution equal to 50% of the first 4% of compensation you make to your plan account. You must have completed one year of service to receive the matching contribution. See the Summary Plan Description for who is eligible for the matching contribution. What are my investment options? To help you meet your investment goals, the investment options listed in this brochure have been selected by the Investment Committee at BIDMC along with their investment advisor, CAPTRUST Financial Advisors. The core fund line-up offers you a range of options so that you can select a mix of investment options that best suits your goals, time horizon and risk tolerance. The investment options include conservative, moderately conservative and aggressive funds and cover the major asset classes: large cap, mid cap, small cap, index, international, etc. along with target date funds. CAPTRUST and the Investment Committee will periodically review the core fund line-up available through the BIDMC 401(k) Plan to make sure that diverse options are available to you. Beyond the core fund line-up you may direct the FAQs For more information, visit www.fidelity.com/atwork or call 1-800-343-0860. 1

FAQs 2 investments in your account among an expanded offering of mutual funds available through the Fidelity BrokerageLink option. However only the investments in the core fund line-up are reviewed by the Investment Committee and CAPTRUST Financial Advisors and the individual performance of the other mutual funds available through the BrokerageLink are not monitored by the Investment Committee or CAPTRUST Financial Advisors. The Plan also offers the Fidelity Freedom Funds that offer a blend of stocks, bonds and short term investments within a single fund. Each Freedom Fund's asset allocation is based on the number of years until the fund's target retirement date. Lifecycle funds are designed for investors expecting to retire around the year indicated in each fund's name. The investment risks of each lifecycle fund changes over time as its asset allocation changes. They are subject to the volatility of the financial markets, including equity and fixed income investments in the U.S. and abroad and may be subject to risks associated with investing in high yield, small cap and foreign securities. Principal invested is not guaranteed at any time, including at or after their target dates. For those desiring the most investment flexibility and choice, the Plan offers a self-directed brokerage option, which gives you access to many other mutual funds. A complete description of the Plan's investment options and their performance, as well as planning tools to help you choose an appropriate mix, are available online at Fidelity NetBenefits. How much should I save for retirement? Fidelity's planning tools are designed to help you manage your assets as you plan for retirement. Simply log on to Fidelity NetBenefits at www.fidelity.com/atwork to access these tools. When am I vested? Vesting indicates the amount of your account balance to which you are currently entitled according to your plan's rules. You are immediately 100% vested in all contributions to your account, including investment earnings on those contributions. Can I take a loan from my account? Should an unexpected financial need arise while employed at BIDMC, the 401(k) Plan offers you the option of borrowing from your account. Generally, the BIDMC 401(k) Plan allows you to borrow up to 50% of your vested account balance. The minimum loan amount is $1,000.00, and a loan must not exceed $50,000. You then repay the money back into your own plan account, plus interest, through after-tax deductions from your bank account. Any outstanding loan balances over the previous 12 months may reduce the amount you have available to borrow. The cost to initiate a loan is $25.00, and there is a quarterly maintenance fee of $12.50. The initiation and maintenance fees will be deducted directly from your individual plan account. If you fail to repay your loan (based on the original terms of the loan), it will be considered in "default" and treated as a distribution, making it subject to income tax and possibly to a 10% early withdrawal penalty. Defaulted loans may also impact your eligibility to request additional loans. Contact Fidelity at 1-800-343-0860 for more information or to request a loan. Be sure you understand the Plan guidelines before you initiate a loan from your plan account. Can I make withdrawals from my account? Withdrawals from the Plan are generally permitted when you terminate your employment, retire, become permanently disabled, or have severe financial hardship as defined by your Plan. Because 401(k) plans are retirement savings vehicles that offer the advantage of pretax contributions, there are restrictions on withdrawals. Therefore, you cannot withdraw money from the plan the way you can from a regular savings account. To learn more about and/or to request a withdrawal, log on to Fidelity NetBenefits at www.fidelity.com/atwork or call the Fidelity Representatives at 1-800-343-0860. The plan document and current tax laws and regulations will govern in case of a discrepancy. Be sure you understand the tax consequences and your plan's rules for distributions before you initiate a distribution. You may want to consult your tax adviser about your situation. Are hardship withdrawals permitted? In the case of certain financial hardships, you may be able to withdraw up to the full value of your rollover contributions, as well as your 401(k) pretax salary deferrals after borrowing the maximum amount available from your plan through loans. Please contact Fidelity to

request a hardship withdrawal. The Benefits Office needs backup documentation to process these requests. Can I move money from another retirement plan into my account in BIDMC 401(k) Plan? You are permitted to roll over eligible pretax contributions from another 401(k) plan, 401(a) plan, 403(b) plan or a governmental 457(b) retirement plan account or eligible pretax contributions from conduit individual retirement accounts (IRAs). A conduit IRA is one that contains only money rolled over from an employer-sponsored retirement plan that has not been mixed with regular IRA contributions.you should consult your tax adviser and carefully consider the impact of making a rollover contribution to your employer's plan because it could affect your eligibility for future special tax treatments. How do I access my account? You can access your account online through Fidelity NetBenefits at www.fidelity.com/atwork or call the Fidelity Representatives at 1-800-343-0860 to speak with a representative or use the automated voice response system, virtually 24 hours, 7 days a week. How do I obtain additional investment option and account information? Your Employer has appointed Fidelity to provide additional information on the investment options available through the Plan. Also, a statement of your account may be requested by phone at 1-800-343-0860 or reviewed online at Fidelity NetBenefits. FAQs For more information, visit www.fidelity.com/atwork or call 1-800-343-0860. 3

Spectrums Investment Options The following is a list of investment options for BIDMC 401(k) Plan, organized by category. For up-to-date performance information and other fund specifics, go to www.fidelity.com/atwork. LifeCycle Funds LifeCycle Funds Placement of investment options within each risk spectrum is only in relation to the investment options within that specific spectrum. Placement does not reflect risk relative to the investment options shown in the other risk spectrums. For each risk spectrum below, investment options to the left have potentially more inflation risk and less investment risk For each risk spectrum below, investment options to the right have potentially less inflation risk and more investment risk Risk Spectrum for Lifecycle Fidelity Freedom Income Fund Fidelity Freedom 2015 Fund Fidelity Freedom 2035 Fund Fidelity Freedom 2000 Fund Fidelity Freedom 2020 Fund Fidelity Freedom 2040 Fund Fidelity Freedom 2005 Fund Fidelity Freedom 2025 Fund Fidelity Freedom 2045 Fund Fidelity Freedom 2010 Fund Fidelity Freedom 2030 Fund Fidelity Freedom 2050 Fund The lifecycle investment options are represented on a separate spectrum because each investment option (except the income fund, if applicable) will gradually adjust its asset allocation to be more conservative as the investment option approaches and moves beyond its target retirement dates. Generally, those investment options with later target retirement dates have greater equity exposure and more risk than those with earlier target retirement dates. 4

Investment Options CONSERVATIVE AGGRESSIVE 1 Categories to the left have potentially more inflation risk and less investment risk SHORT TERM INVESTMENTS BONDS Money Market Stable Value Bond Domestic Equity Fidelity Money Market Trust Retirement Money Market Portfolio Managed Income Portfolio PIMCO Total Return Fund Institutional Class Large Value Allianz NFJ Dividend Value Fund Institutional Class Mid Value Artisan Mid Cap Value Fund Investor Class Small Value Allianz NFJ Small- Cap Value Fund Institutional Class Large Blend Neuberger Berman Socially Responsive Fund Institutional Class Vanguard Institutional Index Fund Institutional Shares Categories to the right have potentially less inflation risk and more investment risk STOCKS Large Growth Fidelity Contrafund Class K MainStay Large Cap Growth Fund Class I Mid Growth Morgan Stanley Institutional Fund Trust: Mid Cap Growth Portfolio Class I Shares Small Growth Baron Growth Fund International/ Global Equity Fidelity Diversified International Fund Class K Thornburg International Value Fund Class R5 For more information, visit www.fidelity.com/atwork or call 1-800-343-0860. 5Spectrums This spectrum, with the exception of the Domestic Equity category, is based on Fidelity's analysis of the characteristics of the general investment categories of the investment options and not on the actual security holdings, which can change frequently. Investment options in the Domestic Equity category are based on the options' Morningstar categories as of 03/31/2010. Morningstar categories are based on a fund's style as measured by its underlying portfolio holdings over the past three years and may change at any time. These style calculations do not represent the investment options' objectives and do not predict the investment options' future styles. Investment options are listed in alphabetical order within each investment category. Risk associated with the investment options can vary significantly within each particular investment category, and the relative risk of categories may change under certain economic conditions. For a more complete discussion of risk associated with the mutual fund options, please read the prospectuses before making your investment decision. The spectrum does not represent actual or implied performance.

Spectrums Fidelity BrokerageLink combines the convenience of your workplace retirement plan with the additional flexibility of a brokerage account. It gives you expanded investment choices and the opportunity to more actively manage your retirement contributions. A self-directed brokerage account is not for everyone. If you are an investor who is willing to take on the potential for more risk and you are prepared to assume the responsibility of more closely monitoring this portion of your portfolio, it could be appropriate for you. However, if you do not feel comfortable actively managing a portfolio beyond those offered through your plan's standard investment options, then a self-directed brokerage account may not be appropriate for you. Additional fees apply to a brokerage account; please refer to the fact sheet and commission schedule for a complete listing of brokerage fees. Remember, it is always your responsibility to ensure that the options you select are consistent with your particular situation including your goals, time horizon, and risk tolerance. 6

Investment Options Before investing in any mutual fund, please carefully consider the investment objectives, risks, charges and expenses. For this and other information, call Fidelity at 1-800-343-0860 or visit www.fidelity.com/atwork for a free prospectus. Read it carefully before you invest. MONEY MARKET Fidelity Money Market Trust Retirement Money Market Portfolio Fund code: 00630 Ticker symbol: FRTXX What it is: A money market mutual fund. Goal: Seeks to provide as high a level of current income as is consistent with the preservation of principal and liquidity. What it invests in: Primarily invests in U.S. dollar-denominated money market securities and repurchase agreements for those securities. The fund may also enter into reverse repurchase agreements. The fund also invests more than 25% of its assets in the financial services industry. An investment in this portfolio is not guaranteed or insured by the FDIC or any other government agency. Although this money market fund seeks to preserve the value of your investment at $1 per share, it is possible to lose money by investing in this fund. Yield will vary. STABLE VALUE Managed Income Portfolio Fund code: 00632 Ticker symbol: N/A What it is: A stable value fund (not a mutual fund). It is a commingled pool of the Fidelity Group Trust for Employee Benefit Plans and is managed by Fidelity Management Trust Company (FMTC). Goal: Seeks to preserve your principal investment while earning interest income. MIP will try to maintain a stable $1 unit price, but it cannot guarantee that it will be able to do so. The yield of MIP will fluctuate. What it invests in: MIP invests in investment contracts (wrap contracts) issued by insurance companies and other financial institutions, fixed income securities, and money market funds to provide daily liquidity. Investment contracts are designed to permit the use of book value accounting to maintain a constant $1 unit price and to provide for the payment of participant-directed withdrawals and exchanges at book value (principal and interest accrued to date) during the term of the investment contracts. However, withdrawals prompted by certain events (e.g., termination of MIP, changes in laws or regulations) may be paid at market value which may be less than book value. Wrap contracts are purchased in conjunction with an investment by MIP in fixed income securities, which may include, but are not limited to, U.S. Treasury and agency bonds, corporate bonds, mortgage-backed securities, commercial mortgage-backed securities, asset-backed securities, and bond funds. MIP may also invest in futures contracts, option contracts, and swap agreements. FMTC, as investment manager and trustee of the Fidelity Group Trust for Employee Benefit Plans, has claimed an exemption from registration under the Commodity Exchange Act and is not subject to registration or regulation under the Act. There is no immediate recognition of investment gains and losses on the fixed income securities. Instead, gains and losses are recognized over time by adjusting the interest rate credited to MIP under the wrap contracts. All investment contracts and fixed income securities purchased for MIP must satisfy FMTC's credit quality standards. The investment contract and fixed income security commitments are backed solely by the financial resources of the issuer. Although MIP seeks to maintain a stable $1 unit price, it is possible to lose money by investing in MIP. MIP's yield will fluctuate. An investment in MIP is not insured or guaranteed by FMTC, the plan sponsor, the FDIC, or any other government agency. Investment Options For more information, visit www.fidelity.com/atwork or call 1-800-343-0860. BOND PIMCO Total Return Fund Institutional Class Fund code: 99622 Ticker symbol: PTTRX What it is: A bond mutual fund. Goal: Seeks to provide maximum total return, consistent with preservation of capital and prudent investment management. 7

Investment Options What it invests in: All types of bonds, including U.S. government, corporate, mortgage and foreign. While the fund maintains an average portfolio duration of three to six years (approximately equal to an average maturity of five to 12 years), investments may also include shortand long-maturity bonds. Duration estimates how much a bond's price fluctuates with changes in comparable interest rates. Other factors can also influence a bond fund's performance and share price. In general, the bond market is volatile; bond prices rise when interest rates fall, and vice versa. This effect is usually more pronounced for longer-term securities. Share price, yield, and return will vary. Managed by Pacific Investment Management Company, which provided the description for this fund. DOMESTIC EQUITY LARGE VALUE Allianz NFJ Dividend Value Fund Institutional Class Fund code: 40586 Ticker symbol: NFJEX What it is: A domestic equities mutual fund. Goal: Seeks to provide current income as a primary objective; long-term growth of capital is a secondary objective. What it invests in: Primarily invests at least 80% of its net assets (plus borrowings made for investment purposes) in equity securities. In addition, the Fund invests at least 80% of its assets in securities that pay or are expected to pay dividends. The Fund will invest a significant portion of its assets in common stocks of companies with market capitalizations of more than $2 billion at the time of investment. Share price and return will vary. Managed by NFJ Investment Group, which provided the description for this fund. DOMESTIC EQUITY MID VALUE Artisan Mid Cap Value Fund Investor Class Fund code: 45739 Ticker symbol: ARTQX What it is: A domestic equity mutual fund. Goal: Seeks to provide maximum long-term capital growth. What it invests in: Primarily invests in a diversified portfolio of stocks of medium-sized U.S. companies that Artisan believes are undervalued, in solid financial condition and provide a controlled level of risk. The fund purchases a stock only at a price that is below Artisan's estimate of the value of the business. The focus is on individual companies, rather than on trends in the economy or securities markets. Investments in mid-sized companies may involve greater risks than those in larger, more well known companies, but may be less volatile than investments in smaller companies. Share price and return will vary. Managed by Artisan Partners Limited Partnership, which provided the description for this fund. DOMESTIC EQUITY SMALL VALUE Allianz NFJ Small-Cap Value Fund Institutional Class Fund code: 91395 Ticker symbol: PSVIX What it is: A small cap value mutual fund. Goal: Seeks long-term growth of capital and income. What it invests in: Primarily in common stocks of companies with market capitalizations between $100 million and $1.8 billion and below average price to earnings ratios relative to their earnings groups. Stocks of smaller companies may have more abrupt or erratic price movements than stocks of larger companies. Investments in smaller companies may involve greater risks than those of larger, more well-known companies. Share price and return will vary. Managed by Allianz Global Investors Fund Management LLC, which provided the description for this fund. 8

DOMESTIC EQUITY LARGE BLEND Neuberger Berman Socially Responsive Fund Institutional Class Fund code: 43822 Ticker symbol: NBSLX What it is: A growth mutual fund. Goal: To provide long-term growth of capital. What it invests in: Primarily common stocks of value companies that meet both the fund's social policy and financial criteria. The managers initially screen companies using value investing criteria. Among companies that meet these criteria, they look for companies that show leadership in major areas of social impact, such as the environment, workplace and community. They also consider companies' records in other areas, such as public health and the impact of their products. Share price and return will vary. Managed by Neuberger Berman Management Inc., which provided the description for this fund. Investment Options Vanguard Institutional Index Fund Institutional Shares Fund code: 93556 Ticker symbol: VINIX What it is: A large-cap blend fund. Goal: Seeks long-term growth of capital and income from dividends. What it invests in: The fund employs a "passive management" or indexing approach to track the performance of the Standard & Poor's 500 Index, a widely recognized benchmark of U.S. stock market performance that is dominated by the stocks of large U.S. companies. The fund attempts to replicate the index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting in the index. Its management does not speculate on the direction of the index. Share price and return will vary. Managed by Vanguard's Quantitative Equity and Fixed Income Groups, and distributed by Vanguard Marketing Corporation, which provided the description for this fund. The S&P 500 Index is a registered service mark of The McGraw-Hill Companies, Inc., and has been licensed for use by Fidelity Distributors Corporation and its affiliates. It is an unmanaged index of the common stock prices of 500 widely held U.S. stocks that includes the reinvestment of dividends. DOMESTIC EQUITY LARGE GROWTH Fidelity Contrafund Class K Fund code: 02080 Ticker symbol: FCNKX What it is: A growth mutual fund. Goal: Seeks to provide capital appreciation. What it invests in: Primarily invests in common stocks. The fund may invest in securities of domestic and foreign issuers whose value the fund's manager believes is not fully recognized by the public. The fund may invest in "growth" or "value" stocks, or both. Share price and return will vary. Initial offering of the retirement (K) class took place on May 9, 2008. Returns and expenses prior to that date are those of the non-k, non-advisor class. Had K class expenses been reflected in the returns shown, total returns would have been higher. For more information, visit www.fidelity.com/atwork or call 1-800-343-0860. MainStay Large Cap Growth Fund Class I Fund code: 40083 Ticker symbol: MLAIX What it is: A domestic equity mutual fund. Goal: The fund seeks to provide long-term growth of capital. What it invests in: The Fund invests in companies that have the potential for above-average future earnings growth with management focused on shareholder value. Under normal circumstances, the Fund invests at least 80% of its assets (net assets plus any borrowings) in large capitalization companies. These are companies having a market capitalization in excess of $4.0 billion at the time of purchase and generally are improving their financial returns. The Fund's investment strategy may result in high portfolio turnover. Stock values fluctuate in response to the activities of individual companies and general market and economic conditions. Share price and return will vary. Managed by New York Life Investment Management LLC, which provided the description for this fund. Winslow Capital Management, Inc. is the subadvisor for the fund. 9

DOMESTIC EQUITY MID GROWTH Investment Options Morgan Stanley Institutional Fund Trust: Mid Cap Growth Portfolio Class I Shares Fund code: 93586 Ticker symbol: MPEGX What it is: A growth-oriented stock mutual fund. Goal: Seeks to provide long-term capital growth. What it invests in: Primarily invests in growth-oriented equity securities of U.S. mid cap companies and, to a limited extent, foreign companies. The adviser selects issues from a universe comprised of mid cap companies, most with market capitalizations of generally less than $35 billion. Investments in mid-sized companies may involve greater risks than those of larger, more well-known companies, but may be less volatile than investments in smaller companies. Share price and return will vary. Managed by Morgan Stanley Investments LP, which provided the description for this fund. DOMESTIC EQUITY SMALL GROWTH Baron Growth Fund Fund code: 93894 Ticker symbol: BGRFX What it is: A small-cap growth mutual fund. Goal: Seeks to provide capital appreciation. What it invests in: Primarily invests in small cap companies with market values under $2.5 billion. The fund seeks to purchase attractively priced companies with compelling investment characteristics before the growth prospects and assets of these companies have been properly valued by other investors. The fund invests in businesses for the long term based on its assessment of a company's growth prospects, and believes it can gain an investment advantage through its independent and exhaustive research of companies. Investments in smaller companies may involve greater risks than those of larger, more well-known companies. Share price and return will vary. Managed by BAMCO, Inc., which provided the description for this fund. The fund's advisor believes that there is more potential for capital appreciation in smaller companies, but there also may be more risk. INTERNATIONAL/GLOBAL EQUITY Fidelity Diversified International Fund Class K Fund code: 02082 Ticker symbol: FDIKX What it is: A growth mutual fund that invests internationally. Goal: Seeks to provide capital growth. What it invests in: Primarily invests in common stocks of foreign companies. Foreign investments, especially those in emerging markets, involve greater risk and may offer greater potential returns than U.S. investments. This risk includes political and economic uncertainties of foreign countries, as well as the risk of currency fluctuation. If you sell your shares after holding them for less than 30 days, the fund will deduct a short-term trading fee from your account equal to 1% of the value of the shares sold. Share price and return will vary. Initial offering of the retirement (K) class took place on May 9, 2008. Returns and expenses prior to that date are those of the non-k, non-advisor class. Had K class expenses been reflected in the returns shown, total returns would have been higher. Thornburg International Value Fund Class R5 Fund code: 40115 Ticker symbol: TIVRX What it is: An international/global mutual fund. Goal: The fund seeks long-term capital appreciation by investing in equity and debt securities of all types. The secondary, non-fundamental goal of the fund is to seek current income. 10

What it invests in: The fund invests primarily in foreign securities and under normal market conditions, invests at least 75% of its assets in foreign securities or depository receipts of foreign securities. The fund may invest in developing countries. Foreign investments, especially those in emerging markets, involve greater risk and may offer greater potential returns than U.S. investments. This risk includes political and economic uncertainties of foreign countries, as well as the risk of currency fluctuation. The fund may invest in companies of any size, but invests primarily in the large and middle range of public company market capitalizations. Investments in mid-sized companies may involve greater risks than those in larger, more well known companies, but may be less volatile than investments in smaller companies. Share price and return will vary. Managed by Thornburg Investment Management, Inc., which provided the description for this fund. Fidelity Freedom Income Fund Fund code: 00369 Ticker symbol: FFFAX What it is: An asset allocation mutual fund. Goal: The fund is designed for those investors already in retirement. The fund seeks to provide high current income and, as a secondary objective, some capital appreciation. Additionally, it seeks to maintain a stable asset allocation from year to year. What it invests in: Each Freedom fund invests in a diversified portfolio of Fidelity mutual funds. The fund's manager selects underlying funds from those named in the fund's prospectus. Each underlying Fidelity mutual fund is separately managed in accordance with its own investment objective and, depending on that objective, may invest in domestic and foreign equities, investment-grade and/or high-yield fixed-income securities, and short-term investments. Fidelity Freedom Income Fund invests approximately 40% in bond funds, 40% in mutual funds with short-term investments goals, and 18% in domestic equity funds, and 2% in international equity funds. The fund is subject to the volatility of the financial markets, including that of equity and fixed-income investments. Fixed-income investments entail issuer default and credit risk, inflation risk, and interest-rate risk (as interest rates rise, bond prices usually fall, and vice versa). This effect is usually more pronounced for longer-term securities. Principal invested is not guaranteed at any time, including at or after the fund's target retirement date. Strategic Advisers, Inc., a subsidiary of FMR LLC, manages the Fidelity Freedom Funds. The investment risk of each Fidelity Freedom Fund changes over time as the fund's asset allocation changes. The funds are subject to the volatility of the financial markets, including that of equity and fixed-income investments in the U.S. and abroad, and may be subject to risks associated with investing in high-yield, small-cap, and foreign securities. Principal invested is not guaranteed at any time, including at or after the funds' target dates. Fidelity Freedom 2000 Fund Fund code: 00370 Ticker symbol: FFFBX What it is: An asset allocation mutual fund. Goal: The fund is designed for investors expecting to retire around the year indicated in the fund name. The fund seeks high total return until its target retirement date. Thereafter, the fund's objective will be to seek high current income and, as a secondary objective, capital appreciation. What it invests in: Each Freedom fund invests in a diversified portfolio of Fidelity mutual funds. Each fund's overall asset allocation strategy is based on the number of years until its target retirement date, and the strategy gradually becomes more conservative as each fund approaches its target date. After reaching the target retirement date, the fund continues to be managed more conservatively for 10-15 more years, until the asset mix is approximately the same as that of the Fidelity Freedom Income Fund. Ultimately, it is expected that the fund will merge into the Freedom Income Fund. Fidelity Freedom 2000 Fund invests approximately 19% in domestic equity funds, 3% in international equity funds, 39% in bond funds, and 40% in short-term investment mutual funds. The fund's current and/or projected target asset allocation percentages are also available in the fund's fact sheet, prospectus, and annual and semiannual reports. The fund's manager selects underlying funds from those named in the fund's prospectus. Each underlying Fidelity mutual fund is separately managed by its applicable portfolio manager(s) in accordance with its own investment objective and, depending on that objective, may invest in domestic and foreign equities, investment-grade and/or high-yield fixed-income securities, and short-term investments. The investment risk of this fund changes over time as its asset allocation changes. The fund is subject to the volatility of the financial markets, including that of equity and fixed-income investments in the U.S. and abroad, and may be subject to risks associated with investing in high-yield, small-cap and foreign securities. Principal invested is not guaranteed at any time, including at or after the fund's target date. Strategic Advisers, Inc., a subsidiary of FMR LLC, manages the Fidelity Freedom Funds. The percentages represent anticipated target asset allocation at March 31, 2010. Total allocations may sometimes be over or under 100% due to rounding. The investment risk of each Fidelity Freedom Fund changes over time as the fund's asset allocation changes. The funds are subject to the volatility of the financial markets, including that of equity and fixed-income investments in the U.S. and abroad, and may be subject to risks associated with investing in high-yield, small-cap and foreign securities. Principal invested is not guaranteed at any time, including at or after the funds' target dates. Investment Options For more information, visit www.fidelity.com/atwork or call 1-800-343-0860. 11

Investment Options Fidelity Freedom 2005 Fund Fund code: 01312 Ticker symbol: FFFVX What it is: An asset allocation mutual fund. Goal: The fund is designed for investors expecting to retire around the year indicated in the fund name. The fund seeks high total return until its target retirement date. Thereafter, the fund's objective will be to seek high current income and, as a secondary objective, capital appreciation. What it invests in: Each Freedom fund invests in a diversified portfolio of Fidelity mutual funds. Each fund's overall asset allocation strategy is based on the number of years until its target retirement date, and the strategy gradually becomes more conservative as each fund approaches its target date. After reaching the target retirement date, the fund continues to be managed more conservatively for 10-15 more years, until the asset mix is approximately the same as that of the Fidelity Freedom Income Fund. Ultimately, it is expected that the fund will merge into the Freedom Income Fund. Fidelity Freedom 2005 Fund invests approximately 35% in domestic equity funds, 9% in international equity funds, 37% in bond funds, and 19% in short-term investment mutual funds. The fund's current and/or projected target asset allocation percentages are also available in the fund's fact sheet, prospectus, and annual and semiannual reports. The fund's manager selects underlying funds from those named in the fund's prospectus. Each underlying Fidelity mutual fund is separately managed by its applicable portfolio manager(s) in accordance with its own investment objective and, depending on that objective, may invest in domestic and foreign equities, investment-grade and/or high-yield fixed-income securities, and short-term investments. The investment risk of this fund changes over time as its asset allocation changes. The fund is subject to the volatility of the financial markets, including that of equity and fixed-income investments in the U.S. and abroad, and may be subject to risks associated with investing in high-yield, small-cap and foreign securities. Principal invested is not guaranteed at any time, including at or after the fund's target date. Strategic Advisers, Inc., a subsidiary of FMR LLC, manages the Fidelity Freedom Funds. The percentages represent anticipated target asset allocation at March 31, 2010. Total allocations may sometimes be over or under 100% due to rounding. The investment risk of each Fidelity Freedom Fund changes over time as the fund's asset allocation changes. The funds are subject to the volatility of the financial markets, including that of equity and fixed-income investments in the U.S. and abroad, and may be subject to risks associated with investing in high-yield, small-cap and foreign securities. Principal invested is not guaranteed at any time, including at or after the funds' target dates. Fidelity Freedom 2010 Fund Fund code: 00371 Ticker symbol: FFFCX What it is: An asset allocation mutual fund. Goal: The fund is designed for investors expecting to retire around the year indicated in the fund name. The fund seeks high total return until its target retirement date. Thereafter, the fund's objective will be to seek high current income and, as a secondary objective, capital appreciation. What it invests in: Each Freedom fund invests in a diversified portfolio of Fidelity mutual funds. Each fund's overall asset allocation strategy is based on the number of years until its target retirement date, and the strategy gradually becomes more conservative as each fund approaches its target date. After reaching the target retirement date, the fund continues to be managed more conservatively for 10-15 more years, until the asset mix is approximately the same as that of the Fidelity Freedom Income Fund. Ultimately, it is expected that the fund will merge into the Freedom Income Fund. Fidelity Freedom 2010 Fund invests approximately 38% in domestic equity funds, 11% in international equity funds, 40% in bond funds, and 10% in short-term investment mutual funds. The fund's current and/or projected target asset allocation percentages are also available in the fund's fact sheet, prospectus, and annual and semiannual reports. The fund's manager selects underlying funds from those named in the fund's prospectus. Each underlying Fidelity mutual fund is separately managed by its applicable portfolio manager(s) in accordance with its own investment objective and, depending on that objective, may invest in domestic and foreign equities, investment-grade and/or high-yield fixed-income securities, and short-term investments. The investment risk of this fund changes over time as its asset allocation changes. The fund is subject to the volatility of the financial markets, including that of equity and fixed-income investments in the U.S. and abroad, and may be subject to risks associated with investing in high-yield, small-cap and foreign securities. Principal invested is not guaranteed at any time, including at or after the fund's target date. Strategic Advisers, Inc., a subsidiary of FMR LLC, manages the Fidelity Freedom Funds. The percentages represent anticipated target asset allocation at March 31, 2010. Total allocations may sometimes be over or under 100% due to rounding. The investment risk of each Fidelity Freedom Fund changes over time as the fund's asset allocation changes. The funds are subject to the volatility of the financial markets, including that of equity and fixed-income investments in the U.S. and abroad, and may be subject to risks associated with investing in high-yield, small-cap and foreign securities. Principal invested is not guaranteed at any time, including at or after the funds' target dates. 12

Fidelity Freedom 2015 Fund Fund code: 01313 Ticker symbol: FFVFX What it is: An asset allocation mutual fund. Goal: The fund is designed for investors expecting to retire around the year indicated in the fund name. The fund seeks high total return until its target retirement date. Thereafter, the fund's objective will be to seek high current income and, as a secondary objective, capital appreciation. What it invests in: Each Freedom fund invests in a diversified portfolio of Fidelity mutual funds. Each fund's overall asset allocation strategy is based on the number of years until its target retirement date, and the strategy gradually becomes more conservative as each fund approaches its target date. After reaching the target retirement date, the fund continues to be managed more conservatively for 10-15 more years, until the asset mix is approximately the same as that of the Fidelity Freedom Income Fund. Ultimately, it is expected that the fund will merge into the Freedom Income Fund. Fidelity Freedom 2015 Fund invests approximately 40% in domestic equity funds, 12% in international equity funds, 39% in bond funds, and 9% in short-term investment mutual funds. The fund's current and/or projected target asset allocation percentages are also available in the fund's fact sheet, prospectus, and annual and semiannual reports. The fund's manager selects underlying funds from those named in the fund's prospectus. Each underlying Fidelity mutual fund is separately managed by its applicable portfolio manager(s) in accordance with its own investment objective and, depending on that objective, may invest in domestic and foreign equities, investmentgrade and/or high-yield fixed-income securities, and short-term investments. The investment risk of this fund changes over time as its asset allocation changes. The fund is subject to the volatility of the financial markets, including that of equity and fixed-income investments in the U.S. and abroad, and may be subject to risks associated with investing in high-yield, small-cap and foreign securities. Principal invested is not guaranteed at any time, including at or after the fund's target date. Strategic Advisers, Inc., a subsidiary of FMR LLC, manages the Fidelity Freedom Funds. The percentages represent anticipated target asset allocation at March 31, 2010. Total allocations may sometimes be over or under 100% due to rounding. The investment risk of each Fidelity Freedom Fund changes over time as the fund's asset allocation changes. The funds are subject to the volatility of the financial markets, including that of equity and fixed-income investments in the U.S. and abroad, and may be subject to risks associated with investing in high-yield, small-cap and foreign securities. Principal invested is not guaranteed at any time, including at or after the funds' target dates. Fidelity Freedom 2020 Fund Fund code: 00372 Ticker symbol: FFFDX What it is: An asset allocation mutual fund. Goal: The fund is designed for investors expecting to retire around the year indicated in the fund name. The fund seeks high total return until its target retirement date. Thereafter, the fund's objective will be to seek high current income and, as a secondary objective, capital appreciation. What it invests in: Each Freedom fund invests in a diversified portfolio of Fidelity mutual funds. Each fund's overall asset allocation strategy is based on the number of years until its target retirement date, and the strategy gradually becomes more conservative as each fund approaches its target date. After reaching the target retirement date, the fund continues to be managed more conservatively for 10-15 more years, until the asset mix is approximately the same as that of the Fidelity Freedom Income Fund. Ultimately, it is expected that the fund will merge into the Freedom Income Fund. Fidelity Freedom 2020 Fund invests approximately 48% in domestic equity funds, 14% in international equity funds, 35% in bond funds, and 3% in short-term investment mutual funds. The fund's current and/or projected target asset allocation percentages are also available in the fund's fact sheet, prospectus, and annual and semiannual reports. The fund's manager selects underlying funds from those named in the fund's prospectus. Each underlying Fidelity mutual fund is separately managed by its applicable portfolio manager(s) in accordance with its own investment objective and, depending on that objective, may invest in domestic and foreign equities, investmentgrade and/or high-yield fixed-income securities, and short-term investments. The investment risk of this fund changes over time as its asset allocation changes. The fund is subject to the volatility of the financial markets, including that of equity and fixed-income investments in the U.S. and abroad, and may be subject to risks associated with investing in high-yield, small-cap and foreign securities. Principal invested is not guaranteed at any time, including at or after the fund's target date. Strategic Advisers, Inc., a subsidiary of FMR LLC, manages the Fidelity Freedom Funds. The percentages represent anticipated target asset allocation at March 31, 2010. Total allocations may sometimes be over or under 100% due to rounding. The investment risk of each Fidelity Freedom Fund changes over time as the fund's asset allocation changes. The funds are subject to the volatility of the financial markets, including that of equity and fixed-income investments in the U.S. and abroad, and may be subject to risks associated with investing in high-yield, small-cap and foreign securities. Principal invested is not guaranteed at any time, including at or after the funds' target dates. Investment Options For more information, visit www.fidelity.com/atwork or call 1-800-343-0860. 13

Investment Options Fidelity Freedom 2025 Fund Fund code: 01314 Ticker symbol: FFTWX What it is: An asset allocation mutual fund. Goal: The fund is designed for investors expecting to retire around the year indicated in the fund name. The fund seeks high total return until its target retirement date. Thereafter, the fund's objective will be to seek high current income and, as a secondary objective, capital appreciation. What it invests in: Each Freedom fund invests in a diversified portfolio of Fidelity mutual funds. Each fund's overall asset allocation strategy is based on the number of years until its target retirement date, and the strategy gradually becomes more conservative as each fund approaches its target date. After reaching the target retirement date, the fund continues to be managed more conservatively for 10-15 more years, until the asset mix is approximately the same as that of the Fidelity Freedom Income Fund. Ultimately, it is expected that the fund will merge into the Freedom Income Fund. Fidelity Freedom 2025 Fund invests approximately 54% in domestic equity funds, 16% in international equity funds, and 30% in bond funds. The fund's current and/or projected target asset allocation percentages are also available in the fund's fact sheet, prospectus, and annual and semiannual reports. The fund's manager selects underlying funds from those named in the fund's prospectus. Each underlying Fidelity mutual fund is separately managed by its applicable portfolio manager(s) in accordance with its own investment objective and, depending on that objective, may invest in domestic and foreign equities, investment-grade and/or high-yield fixed-income securities, and short-term investments. The investment risk of this fund changes over time as its asset allocation changes. The fund is subject to the volatility of the financial markets, including that of equity and fixed-income investments in the U.S. and abroad, and may be subject to risks associated with investing in high-yield, small-cap and foreign securities. Principal invested is not guaranteed at any time, including at or after the fund's target date. Strategic Advisers, Inc., a subsidiary of FMR LLC, manages the Fidelity Freedom Funds. The percentages represent anticipated target asset allocation at March 31, 2010. Total allocations may sometimes be over or under 100% due to rounding. The investment risk of each Fidelity Freedom Fund changes over time as the fund's asset allocation changes. The funds are subject to the volatility of the financial markets, including that of equity and fixed-income investments in the U.S. and abroad, and may be subject to risks associated with investing in high-yield, small-cap and foreign securities. Principal invested is not guaranteed at any time, including at or after the funds' target dates. Fidelity Freedom 2030 Fund Fund code: 00373 Ticker symbol: FFFEX What it is: An asset allocation mutual fund. Goal: The fund is designed for investors expecting to retire around the year indicated in the fund name. The fund seeks high total return until its target retirement date. Thereafter, the fund's objective will be to seek high current income and, as a secondary objective, capital appreciation. What it invests in: Each Freedom fund invests in a diversified portfolio of Fidelity mutual funds. Each fund's overall asset allocation strategy is based on the number of years until its target retirement date, and the strategy gradually becomes more conservative as each fund approaches its target date. After reaching the target retirement date, the fund continues to be managed more conservatively for 10-15 more years, until the asset mix is approximately the same as that of the Fidelity Freedom Income Fund. Ultimately, it is expected that the fund will merge into the Freedom Income Fund. Fidelity Freedom 2030 Fund invests approximately 59% in domestic equity funds, 17% in international equity funds, and 24% in bond funds. The fund's current and/or projected target asset allocation percentages are also available in the fund's fact sheet, prospectus, and annual and semiannual reports. The fund's manager selects underlying funds from those named in the fund's prospectus. Each underlying Fidelity mutual fund is separately managed by its applicable portfolio manager(s) in accordance with its own investment objective and, depending on that objective, may invest in domestic and foreign equities, investment-grade and/or high-yield fixed-income securities, and short-term investments. The investment risk of this fund changes over time as its asset allocation changes. The fund is subject to the volatility of the financial markets, including that of equity and fixed-income investments in the U.S. and abroad, and may be subject to risks associated with investing in high-yield, small-cap and foreign securities. Principal invested is not guaranteed at any time, including at or after the fund's target date. Strategic Advisers, Inc., a subsidiary of FMR LLC, manages the Fidelity Freedom Funds. The percentages represent anticipated target asset allocation at March 31, 2010. Total allocations may sometimes be over or under 100% due to rounding. The investment risk of each Fidelity Freedom Fund changes over time as the fund's asset allocation changes. The funds are subject to the volatility of the financial markets, including that of equity and fixed-income investments in the U.S. and abroad, and may be subject to risks associated with investing in high-yield, small-cap and foreign securities. Principal invested is not guaranteed at any time, including at or after the funds' target dates. 14