<PAGE>

















                                 AGREEMENT

                                BETWEEN

                                T. ROWE PRICE RETIREMENT PLAN SERVICES, INC.

                                AND

                                T. ROWE PRICE FUNDS




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                                TABLE OF CONTENTS
                                -----------------

                                                            PAGE
                                                            ----

Article A Terms of Appointment................................        2

Article B Duties of RPS.......................................        2
          1.     Contributions - Retirement Plans and Retirement Accounts      2
          2.     Retirement Plans - Redemptions to Cover Distributions     3
          3.     Other Provisions.............................   4
          4.     Exchanges....................................   5
          5.     Books and Records............................   5
          6.     Tax Information..............................   6
          7.     Other Information to be Furnished to the Funds       6
          8.     Telephone/On-Line Services...................   7
          9.     Correspondence...............................   7
          10.    Prospectuses/Confirmation Statements.........   7
          11.    Proxies......................................   7
          12.    Form N-SAR...................................   7
          13.    Withholding..................................   8

Article C Fee and Out-of-Pocket Expenses......................        8
          1.     Postage......................................   8
          2.     Proxies......................................   8
          3.     Communications...............................   8
          4.     Record Retention.............................   9
          5.     Disaster Recovery............................   9

Article D Representations and Warranties of RPS...............        9

Article E Representations and Warranties of the Fund..........        10

Article F Standard of Care/Indemnification....................        10

Article G Dual Interests......................................        13

Article H Documentation.......................................        13

Article I Recordkeeping/Confidentiality.......................        15

Article J Ownership of Software and Related Material..........        15


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Article K As of Transactions..................................        15
          1.     Reporting....................................   16
          2.     Liability....................................   16

Article L Term and Termination of Agreement
  ..........................................   19

Article M Notice .............................................   19

Article N Assignment..........................................        19

Article O Amendment/Interpretive Provisions...................        19

Article P Further Assurances..................................        20

Article Q Maryland Law to Apply...............................        20

Article R Merger of Agreement.................................        20

Article S Counterparts........................................        20

Article T The Parties.........................................        20

Article U Directors, Trustees and Shareholders and Massachusetts Business Trust

21

Article V Captions............................................        21


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   AGREEMENT, made as of the first day of January, 2001, by and between T. ROWE
PRICE RETIREMENT PLAN SERVICES, INC., a Maryland corporation having its
principal office and place of business at 100 East Pratt Street, Baltimore,
Maryland 21202 ("RPS"), 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 Fund hereinafter
referred to as "THE FUND") whose definition may be found in Article T;
   WHEREAS, the Funds are named investment options under various tax-sheltered
plans, including, but not limited to, state and local government deferred
compensation plans, 403(b) plans, and profit sharing, thrift, 401(k) and money
purchase pension plans for self-employed individuals, professional partnerships
and corporations (collectively referred to as "RETIREMENT PLANS"); and the Fund
has determined that such investments of Retirement Plans in the Funds are in the
best long-term interest of the Funds;
   WHEREAS, RPS has the capability of providing special services, on behalf of
the Fund, for the accounts of  individuals ("PARTICIPANTS") participating in
these Retirement Plans ("RETIREMENT ACCOUNTS");
   WHEREAS, RPS represents that it is registered with the Securities and
Exchange Commission as a Transfer Agent under Section 17A of the Securities
Exchange Act of 1934 (THE "'34 ACT");
   WHEREAS, RPS may subcontract or jointly contract with other parties on behalf
of the Funds to perform certain of the functions described herein, RPS may also
enter into, on behalf of the Funds, certain banking relationships to perform
various banking services, including, but not limited to, check deposits,
disbursements, automatic clearing house transactions ("ACH") and wire transfers.
 Subject to guidelines mutually agreed upon by the Funds and RPS, excess
balances, if any, resulting from these banking relationships will be invested
and the income therefrom will be used to offset fees which would otherwise be
charged to the Funds under this Agreement;


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   WHEREAS, the Fund desires to contract with RPS to provide the functions and
services described herein in connection with the Retirement Plans and Retirement
Accounts;
   NOW THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
A. TERMS OF APPOINTMENT
   --------------------
   Subject to the terms and conditions set forth in this Agreement, the Fund
hereby employs and appoints RPS to perform the services and functions described
herein in connection with certain Retirement Plan and Retirement Accounts as
agreed upon by the parties.
B. DUTIES OF RPS
   -------------
   RPS agrees that it will perform the following services:
   1.    CONTRIBUTIONS - RETIREMENT PLANS AND RETIREMENT ACCOUNTS
         ------------- - ---------- ----- --- ---------- --------
      After RPS has received monies from Retirement Plans and has determined the
   proper allocation of such monies to the Retirement Accounts of Participants
   based upon instructions received from Participants, Retirement Plans or their
   designees, or Retirement Plan Administrator(s) ("ADMINISTRATOR(S)"), RPS
   will, as a responsibility under the Agreement:
      a.
        In the case of a new Participant, establish and maintain a Retirement
        Account for such Participant;
      b.
        Compute the number of shares of each Fund to which the Participant is
        entitled in  accordance with the price per share of such Fund as
        calculated and provided by the Fund for orders received at that time and
        date, and purchase the appropriate shares in  each such Retirement
        Account;
      c.
        Calculate the aggregate of all purchases in the Retirement Accounts and
        transmit the net purchase order to T. Rowe Price Services, Inc.
        ("SERVICES") through the National Securities Clearing Corporation
        ("NSCC") or such other agreed upon method or directly to the Fund, as
        the case may be, for purchase into an omnibus account established in
        each Fund registered in RPS' or its affiliates' name as agent for
        Retirement Plans or in the individual Retirement Plan's name ("OMNIBUS


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        ACCOUNT"); and
      d.
        Transmit to Services, by wire directly or through the NSCC, at a time
        designated by the NSCC or mutually agreed upon by both parties, the
        aggregate money allocated to coincide with the purchase order.
   2.    RETIREMENT PLANS - REDEMPTIONS TO COVER DISTRIBUTIONS.
         ---------- ----- - ----------- -- ----- -------------
      After RPS has received instructions from the Administrator regarding
   distributions to be made to Participants or their designated beneficiaries
   from Funds designated as investment options under the Retirement Plan, RPS
   will, as a responsibility under the Agreement:
      a.
        Compute the number of shares to be redeemed from each such Retirement
        Account for such distributions in accordance with the price per share of
        such Fund as calculated and provided by the Fund for orders received in
        good order at that time and date.
      b.   After such computation, calculate the aggregate amount of all
        redemptions in the Retirement Accounts.
      c.
        Transmit any net redemption order to Services, through the NSCC or such
        other method mutually agreed upon, or directly to the Fund, as the case
        may be, for the Omnibus Account of each Fund.  Services will wire
        proceeds to RPS, directly or through the NSCC, to coincide with the
        redemption order for each Omnibus Account.  RPS will Distribute to
        Participants or their designated beneficiaries the amount to be
        disbursed.
      d.
        After RPS has received instructions from the Administrator regarding
        disbursements to be made regarding the payment of fees due the
        Administrator, or other persons including RPS, RPS will, as a
        responsibility under this Agreement:
        i.
           Compute the number of shares to be redeemed from each Retirement
           Account to pay for such disbursements and the total number of all
           shares to be redeemed in accordance with the price per share for
           orders received in good order at that time and date, of such Fund as
           calculated and provided by the Fund;


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        ii.
           Inform Services, directly or through the NSCC, or the Funds directly,
           as the case may be, of the necessary Shares to be redeemed from the
           Omnibus Account of the Funds to cover such disbursements; and
        iii.
           Mail or wire to the Administrator or such other person as designated
           by the Administrator the amount to be disbursed.
   3.    OTHER PROVISIONS
         ----- ----------
        a.
           If any instruction tendered by an Administrator to purchase or redeem
           shares in a Retirement Account is not satisfactory to RPS, RPS shall
           promptly notify the Administrator of such fact together with the
           reason therefore;
        b.
           The authority of RPS to perform its responsibilities under Paragraph
           B(2) with respect to each Fund shall be suspended upon RPS's receipt
           of notification from such Fund of the suspension of the determination
           of the Fund's net asset value per share and shall remain suspended
           until RPS receives proper notification from the Fund; and
        c.
           The Fund will promptly inform RPS of the declaration of any dividend
           or distribution on account of the capital stock of any Fund so that
           RPS may properly credit income and capital gain payments to each
           Retirement Account.
   4.   EXCHANGES
        ---------
      Effect exchanges of shares of the Funds in the Retirement Accounts upon
   receipt of appropriate instructions from the Administrator and/or Participant
   in accordance with the price per share of the Funds as calculated and
   provided by the Fund for orders received in good order at that time and date.
    Calculate and transmit a net purchase and redemption order to Services
   directly or through the NSCC, or the Fund, as the case may be, for the
   Omnibus Account of each Fund.  RPS will transmit by wire to Services,
   directly or through the NSCC, the aggregate monies allocated to each Fund to
   coincide with any net purchase order or instruct Services to wire to it,
   directly or through the NSCC, monies from each Fund's Omnibus Account to
   coincide with any net redemption order.


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   5.    BOOKS AND RECORDS
         ----- --- -------
      RPS shall maintain records showing for each Retirement Plan or Retirement
   Account, the following:
      a.       Names, addresses and tax identification numbers, when provided;
      b.       Number of shares held of each Fund;
      c.
        Historical information regarding the account of each Participant and/or
        Retirement Plan, including dividends and capital gain distributions
        invested in shares;
      d.   Any instructions from a Participant or Administrator, including all
        forms executed by a Participant with respect to elections with respect
        to payment options in connection with the redemption of shares or
        distribution elections, if applicable; and
      e.
        Any information required in order for RPS to perform the calculations
        contemplated under this Agreement.
      Any such records maintained pursuant to Rule 31a-1 under the Investment
   Company Act of 1940 ("THE ACT") will be preserved for the periods prescribed
   in Rule 31a-2 thereunder.  Disposition of such records after such prescribed
   periods shall be as mutually agreed upon from time to time by RPS and the
   Funds.  The retention of such records, which may be inspected by the Fund at
   reasonable times, shall be at the expense of the Funds.  All records
   maintained by RPS in connection with the performance of its duties under this
   Agreement will remain the property of the Funds and, in the event of
   termination of this Agreement, will be delivered to the Fund as of the date
   of termination of this agreement or at such other time as may be mutually
   agreed upon.
   6.    TAX INFORMATION
         --- -----------
      RPS shall also prepare and file with appropriate federal agencies, such
   information returns and reports as required by applicable Federal statutes
   relating to redemptions effected in Retirement Accounts which constitute
   reportable distributions.  RPS will also prepare and submit to Participants,
   such reports containing information as is required by applicable Federal law.


<PAGE>


   7.    OTHER INFORMATION TO BE FURNISHED TO THE FUNDS
         ----- ----------- -- -- --------- -- --- -----
      RPS will furnish to the Fund, such information, including Participant
   lists and statistical information as may be agreed upon from time to time
   between RPS and the Fund.  Permission of the Administrator may also be
   required.


   8.    TELEPHONE/ON-LINE SERVICES
         ----------------- --------
      RPS will promptly respond to any telephone calls from Administrators
   and/or Participants relating to the Retirement Accounts and/or questions
   pertaining to the Funds.  Procedures for processing telephone transactions
   will be mutually agreed upon by both parties.  RPS will also be responsible
   for providing a telephone voice response unit and on-line access services.
   9.    CORRESPONDENCE
         --------------
      RPS will promptly and fully answer correspondence from Administrators and
    Participants relating to Retirement Accounts and transfer agent procedures,
   and such other correspondence as may from time to time be mutually agreed
   upon with the Funds.  Copies of all correspondence will be retained by RPS in
   accordance with applicable law.
   10.   PROSPECTUSES/CONFIRMATION STATEMENTS
         ------------------------- ----------
      RPS will be responsible for mailing all confirmations and statements
   relating to transactions in the Funds, prospectuses, semi-annual and annual
   reports of the Funds and other enclosures and mailings, as may be requested
   by the Funds or required by applicable Federal law.
   11.   PROXIES
         -------
      As requested by the Funds, RPS shall assist in the mailing of proxy cards
   and other material required to be mailed by the Fund in connection with
   shareholder meetings of the Fund and shall assist in the receipt, examination
   and tabulation of returned proxies and the certification of the vote to the
   Fund.


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   12.   FORM N-SAR
         ---- -----
      RPS shall maintain such records, if any, as shall enable the Fund to
   fulfill the requirements of Form N-SAR.
   13.  WITHHOLDING
        -----------
      The Fund and RPS shall agree to procedures to be followed with respect to
   RPS's responsibilities in connection with compliance for federal withholding
   on distributions to Participants from Retirement Accounts.
C. FEES AND OUT-OF-POCKET EXPENSES
   -------------------------------
   Each Fund shall pay to RPS for its services hereunder fees computed as set
forth in the Fee Schedule attached hereto.  Except as provided below, RPS will
be responsible for all expenses relating to the providing of services.  Each
Fund, however, will reimburse RPS for the following out-of-pocket expenses and
charges incurred in providing services:
   1.
      Postage.  The cost of postage and freight for mailing materials, including
      --------
      confirmations and statements  as well as Fund prospectuses and Fund
      shareholder reports, to Participants with investments in the Fund, or
      their agents, including overnight delivery, UPS and other express mail
      services and special courier services required to transport mail between
      RPS locations and mail processing vendors.
   2.
      Proxies.  The cost to mail proxy cards and other material supplied to it
      -------
      by the Fund and costs related to the receipt, examination and tabulation
      of returned proxies and the certification of the vote to the Fund.
   3.   Communications
        --------------
      a.   Print.  The printed forms used internally and externally for
           -----
        documentation and processing Participant, or their agent's, inquiries
        and requests; paper and envelope supplies for letters, notices, and
        other written communications sent to Administrators and Participants, or
        their agents.
      b.
        Print & Mail House.  The cost of internal and third party printing and
        ----- - ---- -----
        mail house services, including printing of statements and reports.


<PAGE>


      c.   Voice and Data.  The cost of equipment (including associated
           ----- --- ----
        maintenance), supplies and services used for communicating with the
        Participants or their Administrator, the Fund's transfer agent, other
        Fund offices, and other agents of either the Fund or RPS.  These charges
        shall include:
           /2/  telephone toll charges (both incoming and outgoing, local, long
              distance and mailgrams); and
/2/  data and telephone lines and associated equipment such as modems,
  multiplexers, and facsimile equipment.
   4.
      Record Retention.  The cost of maintenance and supplies used to maintain,
      ------ ---------
      microfilm, copy, record, index, display, retrieve, and store, in optical
      disc, cd rom or microfiche or microfilm form, documents and records.
   5.
      Disaster Recovery.  The cost of services, equipment, facilities and other
      -------- --------
      charges necessary to provide disaster recovery for any and all services
      listed in this Agreement.
D. REPRESENTATIONS AND WARRANTIES OF RPS
   -------------------------------------
   RPS represents and warrants to the Fund that:
   1. It is a corporation duly organized and existing and in good standing under
   the laws of Maryland.
   2. It is duly qualified to carry on its business in Maryland, Florida and
   Colorado.
   3.
   It is empowered under applicable laws and by its charter and by-laws to enter
   into and perform this Agreement.
   4.
   All requisite corporate proceedings have been taken to authorize it to enter
   into and perform this Agreement.
   5. It has and will continue to have access to the necessary facilities,
   equipment and personnel to perform its duties and obligations under this
   Agreement.
   6. It is registered with the Securities and Exchange Commission as a Transfer
   Agent pursuant to Section 17A of the '34 Act.
E. REPRESENTATIONS AND WARRANTIES OF THE FUND
   ------------------------------------------


<PAGE>


   The Fund represents and warrants to RPS that:
   1.
   It is a corporation or business trust duly organized and existing and in good
   standing under the laws of Maryland, or Massachusetts, as the case may be.
   2.
   It is empowered under applicable laws and by its Articles of Incorporation or
   Declaration of Trust, as the case may be, and By-Laws to enter into and
   perform this Agreement.
   3.
   All proceedings required by said Articles of Incorporation or Declaration of
   Trust, as the case may be, and By-Laws have been taken to authorize it to
   enter into and perform this Agreement.
   4.    It is an investment company registered under the Act.
   5.
   A registration statement under the Securities Act of 1933 ("the '33 Act") is
   currently effective and will remain effective, and appropriate state
   securities law filing have been made and will continue to be made, with
   respect to all shares of the Fund being offered for sale.
F. STANDARD OF CARE/INDEMNIFICATION
   --------------------------------
   Notwithstanding anything to the contrary in this Agreement:
   1. RPS shall not be liable to the Fund for any act or failure to act by it or
   its agents or subcontractors on behalf of the Fund in carrying or attempting
   to carry out the terms and provisions of this Agreement provided RPS has
   acted in good faith and without negligence or willful misconduct and selected
   and monitored the performance of its agents and subcontractors with
   reasonable care.
   2.
   The Fund shall indemnify and hold RPS harmless from and against all losses,
   costs, damages, claims, actions and expenses, including reasonable expenses
   for legal counsel, incurred by RPS resulting from: (i) any action or omission
   by RPS or its agents or subcontractors in the performance of their duties
   hereunder; (ii) RPS acting upon instructions reasonably believed by it to
   have been executed by a duly authorized officer of the Fund; or (iii) RPS
   acting upon information provided by the Fund in form and under policies
   agreed to by RPS and the Fund.  RPS shall not be entitled to such
   indemnification in respect of actions or


<PAGE>


   omissions constituting negligence or willful misconduct of RPS or where RPS
   has not exercised reasonable care in selecting or monitoring the performance
   of its agents or subcontractors.
   3. Except as provided in Article K of this Agreement, RPS shall indemnify and
   hold harmless the Fund from all losses, costs, damages, claims, actions and
   expenses, including reasonable expenses for legal counsel, incurred by the
   Fund resulting from negligence or willful misconduct of RPS or which result
   from RPS' failure to exercise reasonable care in selecting or monitoring the
   performance of its agents or subcontractors.  The Fund shall not be entitled
   to such indemnification in respect of actions or omissions constituting
   negligence or willful misconduct of such Fund or its agents or
   subcontractors; unless such negligence or misconduct is attributable to RPS.
   4. In determining RPS' liability, an isolated error or omission will normally
   not be deemed to constitute negligence when it is determined that:
          /2/  RPS had in place "appropriate procedures;"
/2/  the employees responsible for the error or omission had been reasonably
  trained and were being appropriately monitored; and
          /2/  the error or omission did not result from wanton or reckless
            conduct on the part of the employees.
     It is understood that RPS is not obligated to have in place separate
     procedures to prevent each and every conceivable type of error or omission.
      The term "appropriate procedures" shall mean procedures reasonably
     designed to prevent and detect errors and omissions.  In determining the
     reasonableness of such procedures, weight will be given to such factors as
     are appropriate, including the prior occurrence of any similar errors or
     omissions when such procedures were in place and transfer agent industry
     standards in place at the time of the occurrence.
     5.
     In the event either party is unable to perform its obligations under the
     terms of this Agreement because of acts of God, strikes or other causes
     reasonably beyond its control,


<PAGE>


     such party shall not be liable to the other party for any loss, cost,
     damage, claims, actions or expense resulting from such failure to perform
     or otherwise from such causes.
     6.
     In order that the indemnification provisions contained in this Article F
     shall apply, upon the assertion of a claim for which either party may be
     required to indemnify the other, the party seeking indemnification shall
     promptly notify the other party of such assertion, and shall keep the other
     party advised with respect to all developments concerning such claim. The
     party who may be required to indemnify shall have the option to participate
     with the party seeking indemnification in the defense of such claim, or to
     defend against said claim in its own name or in the name of the other
     party.  The party seeking indemnification shall in no case confess any
     claim or make any compromise in any case in which the other party may be
     required to indemnify it except with the other party's prior written
     consent.
     7.   Neither party to this Agreement shall be liable to the other party for
     consequential damages under any provision of this Agreement.
G.   DUAL INTERESTS
     --------------
     It is understood that some person or persons may be directors, officers, or
shareholders of both RPS and the Fund and that the existence of any such dual
interest shall not affect the validity of this Agreement or of any transactions
hereunder except as otherwise provided by a specific provision of applicable
law.
H.   DOCUMENTATION
     -------------
     1.

As requested by RPS, the Fund shall promptly furnish to RPS the following:
          a.
            copy of the resolution of the Directors/Trustees of the Fund
            authorizing the appointment of RPS and the execution and delivery of
            this Agreement;
          b.
            A copy of the Articles of Incorporation or Declaration of Trust, as
            the case may be, and By-Laws of the Fund and all amendments thereto;
          c.
            An opinion of counsel for the Fund with respect to the validity of
            the stock, the number of Shares authorized, the status of redeemed
            Shares, and the number of


<PAGE>


            Shares with respect to which a Registration Statement has been filed
            and is in effect; and
          d.
            A copy of the Fund's current and new prospectuses and shareholder
            reports issued by the Fund.
     The delivery of any such document to either party hereto for the purpose of
any other agreement to which the Fund and RPS are or were parties shall be
deemed to be delivery for the purposes of this Agreement.
     2.
          As requested by RPS, the Fund will also furnish to RPS from time to
          time the following documents:
          a.
            Each resolution of the Board of Directors/Trustees of the Fund
            authorizing the original issue of its shares;
          b.
            Each Registration Statement filed with the Securities and Exchange
            Commission and amendments and orders thereto in effect with respect
            to the sale of shares with respect to the Fund;
          c.
            A certified copy of each amendment to the Articles of Incorporation
            or Declaration of Trust, and the By-Laws of the Fund;
          d.
            Certified copies of each vote of the Board of Directors/Trustees
            authorizing officers to give instructions to the Fund; and
          e.
            Such other documents or opinions which RPS, in its discretion, may
            reasonably deem necessary or appropriate in the proper performance
            of its duties under this Agreement.
     3.   RPS hereby agrees to establish and maintain facilities and procedures
     reasonably acceptable to the Fund for safekeeping of check forms and
     facsimile signature imprinting devices, if any, and for the preparation or
     use, and for keeping account of, such forms and devices.




<PAGE>


I.   RECORDKEEPING/CONFIDENTIALITY
     -----------------------------
     1.
     RPS shall keep records relating to the services to be performed hereunder,
     in the form and manner as it may deem advisable, provided that RPS shall
     keep all records in such form and in such manner as required by applicable
     law, including the Act and the '34 Act.
     2.   RPS and the Fund agree that all books, records, information and data
     pertaining to the business of the other party which are exchanged or
     received pursuant to the negotiation or the carrying out of this Agreement
     shall remain confidential, and shall not be voluntarily disclosed to any
     other person, except:  (a) after prior notification to and approval in
     writing by the other party hereto, which approval shall not be unreasonably
     withheld and may not be withheld where RPS or the Fund may be exposed to
     civil or criminal contempt proceedings for failure to comply; (b) when
     requested to divulge such information by duly constituted governmental
     authorities; (c) after so requested by the other party hereto; or (d) by
     the Administrator.  The permission of the Administrator may be required
     before disclosure is made to the Funds.
J.   OWNERSHIP OF SOFTWARE AND RELATED MATERIAL
     ------------------------------------------
     All computer programs, magnetic tapes, written procedures and similar items
purchased and/or developed and used by RPS in performance of the Agreement shall
be the property of RPS and will not become the property of the Fund.
K.   AS OF TRANSACTIONS
     ------------------
     For purposes of this Article K, the term "TRANSACTION" shall mean any
single or "related transaction" (as defined below) involving the purchase or
redemption of shares (including exchanges) processed at a time other than the
time of the computation of the Fund's net asset value per share next computed
after receipt of any such transaction order by RPS due to an act or omission of
RPS.  "AS OF PROCESSING" refers to the processing of these Transactions.  If
more than one Transaction ("RELATED TRANSACTION") in the Fund is caused by or
occurs as a result of the same act or omission, such transactions shall be
aggregated with other transactions in the Fund


<PAGE>


and be considered as one Transaction.
     1.      REPORTING
          RPS shall:
          a.
            Utilize a system to identify all Transactions, and shall compute the
            net effect of such Transactions upon the Fund on a daily, monthly
            and rolling 365 day basis.  The monthly and rolling 365 day periods
            are hereinafter referred to as "CUMULATIVE."
          b.
            Supply to the Fund, from time to time as mutually agreed upon, a
            report summarizing the Transactions and the daily and Cumulative net
            effects of such Transactions both in terms of aggregate dilution and
            loss ("DILUTION") or gain and negative dilution  ("GAIN")
            experienced by the Fund, and the impact such Gain or Dilution has
            had upon the Fund's net asset value per share.
          c.
            With respect to any Transaction which causes Dilution to the Fund of
            $100,000 or more, immediately provide the Fund: (i) a report
            identifying the Transaction and the Dilution resulting therefrom,
            (ii) the reason such Transaction was processed as described above,
            and (iii) the action that RPS has or intends to take to prevent the
            reoccurrence of such as of processing ("REPORT").
     2.     LIABILITY
          a.
            It will be the normal practice of the Fund not to hold RPS liable
            with respect to any Transaction which causes Dilution to any single
            Fund of less than $25,000.  RPS will, however, closely monitor for
            each Fund the daily and Cumulative Gain/Dilution which is caused by
            Transactions of less than $25,000.  When the Cumulative Dilution to
            any Fund exceeds 3/10 of 1% per share, RPS, in consultation with
            counsel to the Fund, will make appropriate inquiry to determine
            whether it should take any remedial action.  RPS will report to the
            Board of Directors/Trustees of the Fund ("BOARD"), as appropriate,
            any action it has taken.


<PAGE>


          b.
            Where a Transaction causes Dilution to a Fund greater than $25,000
            ("SIGNIFICANT TRANSACTION") but less than $100,000, RPS will review
            with Counsel to the Fund the circumstances surrounding the
            underlying Significant Transaction to determine whether the
            Significant Transaction was caused by or occurred as a result of a
            negligent act or omission by RPS.  If it is determined that the
            Dilution is the result of a negligent action or omission by RPS, RPS
            and outside counsel for the Fund will negotiate settlement.  All
            such Significant Transactions will be reported to the Audit
            Committee at its annual meeting (unless the settlement fully
            compensates the Fund for any Dilution).  Any Significant
            Transaction, however, causing Dilution in excess of the lesser of
            $100,000 or a penny per share will be promptly reported to the Board
                                                  --------
            and resolved at the next scheduled Board Meeting.  Settlement for
            Significant Transactions causing Dilution of $100,000 or more will
            not be entered into until approved by the Board. The factors to
            consider in making any determination regarding the settlement of a
            Significant Transaction would include but not be limited to:
            i.
               Procedures and controls adopted by RPS to prevent As Of
               Processing;
            ii.
               Whether such procedures and controls were being followed at the
               time of the Significant Transaction;
            iii.
               The absolute and relative volume of all transactions processed by
               RPS on the day of the Significant Transaction;
            iv.
               The number of Transactions processed by RPS during prior relevant
               periods, and the net Dilution/Gain as a result of all such
               Significant Transactions to the Fund and to all other Funds; and
            v.
               The prior response of RPS to recommendations made by the Funds
               regarding improvement to RPS's As Of Processing procedures.
     c.
In determining RPS' liability with respect to a Significant Transaction, an
isolated error or omission will normally not be deemed to constitute negligence
when it is


<PAGE>


determined that:
          /2/  RPS had in place "appropriate procedures".
          /2/  the employees responsible for the error or omission had been
            reasonably trained and were being appropriately monitored; and
/2/  the error or omission did not result from wanton or reckless conduct on the
  part of the employees.
          It is understood that RPS is not obligated to have in place separate
          procedures to prevent each and every conceivable type of error or
          omission.  The term "appropriate procedures" shall mean procedures
          reasonably designed to prevent and detect errors and omissions.  In
          determining the reasonableness of such procedures, weight will be
          given to such factors as are appropriate, including the prior
          occurrence of any similar errors or omissions when such procedures
          were in place and transfer agent industry standards in place at the
          time of the occurrence.
L.   TERM AND TERMINATION OF AGREEMENT
     ---------------------------------
     1.
     This Agreement shall run for a period of one (1) year from the date first
     written above and will be renewed from year to year thereafter unless
     terminated by either party as provided hereunder.
     2.
     This Agreement may be terminated by the Funds upon one hundred twenty (120)
     days' prior written notice to RPS; and by RPS, upon three hundred
     sixty-five (365) days' prior written notice to the Fund.
     3.
     Upon termination hereof, the Fund shall pay to RPS such compensation as may
     be due as of the date of such termination, and shall likewise reimburse for
     out-of-pocket expenses related to its services hereunder.
M.   NOTICE
     ------
     Any notice as required by this Agreement shall be sufficiently given (i)
when sent to an authorized person of the other party at the address of such
party set forth above or at such other address as such party may from time to
time specify in writing to the other party; or (ii) as other-


<PAGE>


wise agreed upon by appropriate officers of the parties hereto.
N.   ASSIGNMENT
     ----------
     Neither this Agreement nor any rights or obligations hereunder may be
assigned either voluntarily or involuntarily, by operation of law or otherwise,
by either party without the prior written consent of the other party.
O.   AMENDMENT/INTERPRETIVE PROVISIONS
     ---------------------------------
     The parties by mutual written agreement may amend this Agreement at any
time.  In addition, in connection with the operation of this Agreement, RPS and
the Fund may agree from time to time on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement.  Any such interpretive or
additional provisions are to be signed by all parties and annexed hereto, but no
such provision shall contravene any applicable federal or state law or
regulation and no such interpretive or additional provision shall be deemed to
be an amendment of this Agreement.
P.   FURTHER ASSURANCES
     ------------------
     Each party agrees to perform such further acts and execute such further
documents as are necessary to effectuate the purposes hereof.
Q.   MARYLAND LAW TO APPLY
     ---------------------
     This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of Maryland.
R.   MERGER OF AGREEMENT
     -------------------
     This Agreement, including the attached Schedule supersede any prior
agreement with respect to the subject hereof, whether oral or written.
S.   COUNTERPARTS
     ------------
     This Agreement may be executed by the parties hereto in any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
T.   THE PARTIES
     -----------
     All references herein to "the Fund" are to each of the Funds listed on
Appendix A individ-


<PAGE>


ually, as if this Agreement were between such individual Fund and RPS.  In the
case of a series Fund or trust, all references to "the Fund" are to the
individual series or portfolio of such Fund or trust, or to such Fund or trust
on behalf of the individual series or portfolio, as appropriate.  Any reference
in this Agreement to "the parties" shall mean RPS and such other individual Fund
as to which the matter pertains.  The "Fund" also includes any T. Rowe Price
Fund which may be established after the date of this Agreement.
     Any reference in this Agreement to "the parties" shall mean the Funds and
RPS.
U.   DIRECTORS, TRUSTEES AND SHAREHOLDERS AND MASSACHUSETTS BUSINESS TRUST
     ---------------------------------------------------------------------
     It is understood and is expressly stipulated that neither the holders of
shares in the Fund nor any Directors or Trustees of the Fund shall be personally
liable hereunder.  With respect to any Fund which is a party to this Agreement
and which is organized as a Massachusetts business trust, the term "Fund" means
and refers to the trustees from time to time serving under the applicable trust
agreement (Declaration of Trust) of such Trust as the same may be amended from
time to time.  It is expressly agreed that the obligations of any such Trust
hereunder shall not be binding upon any of the trustees, shareholders, nominees,
officers, agents or employees of the Trust, personally, but bind only the trust
property of the Trust, as provided in the Declaration of Trust of the Trust.
 The execution and delivery of this Agreement has been authorized by the
Trustees and signed by an authorized officer of the Trust, acting as such, and
neither such authorization by such Trustees nor such execution and delivery by
such officer shall be deemed to have been made by any of them, but shall bind
only the trust property of the Trust as provided in its Declaration of Trust.
V.   CAPTIONS
     --------
     The captions in the Agreement are included for convenience of reference
only and in no way
define or limit any of the provisions hereof or otherwise affect their
construction or effect.





<PAGE>






     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their seals by and through
their duly authorized officers.


T. ROWE PRICE RETIREMENT PLAN     T. ROWE PRICE FUNDS
SERVICES, INC.


BY:
    -----------------------------------------------------------

BY:
    ----------------------------------------------------------


DATED:
       ---------------------------------------------------

DATED:
       ---------------------------------------------------

LHC\Agrmnt\2000RetirementPlanServices.ServiceAgreement.doc



<PAGE>


                      APPENDIX A
                      -------- -

             T. ROWE PRICE BALANCED FUND, INC.

             T. ROWE PRICE BLUE CHIP GROWTH FUND, INC.
             T. Rowe Price Blue Chip Growth Fund-Advisor Class

             T. ROWE PRICE CAPITAL APPRECIATION FUND

             T. ROWE PRICE CAPITAL OPPORTUNITY FUND, INC.

             T. ROWE PRICE CORPORATE INCOME FUND, INC.

             T. ROWE PRICE DEVELOPING TECHNOLOGIES FUND, INC.

             T. ROWE PRICE DIVERSIFIED SMALL-CAP GROWTH FUND, INC.

             T. ROWE PRICE DIVIDEND GROWTH FUND, INC.

             T. ROWE PRICE EQUITY INCOME FUND
             T. Rowe Price Equity Income Fund-Advisor Class

             T. ROWE PRICE FINANCIAL SERVICES FUND, INC.

             T. ROWE PRICE GNMA FUND

             T. ROWE PRICE GLOBAL TECHNOLOGY FUND, INC.

             T. ROWE PRICE GROWTH & INCOME FUND, INC.

             T. ROWE PRICE GROWTH STOCK FUND, INC.

             T. ROWE PRICE HEALTH SCIENCES FUND, INC.

             T. ROWE PRICE HIGH YIELD FUND, INC.
             T. Rowe Price High Yield Fund-Advisor Class

             T. ROWE PRICE INDEX TRUST, INC.
             T. Rowe Price Equity Index 500 Fund
             T. Rowe Price Extended Equity Market Index Fund
             T. Rowe Price Total Equity Market Index Fund



<PAGE>


             INSTITUTIONAL EQUITY FUNDS, INC.
             Institutional Mid-Cap Equity Growth Fund
             Institutional Large-Cap Value Fund
             Institutional Small-Cap Stock Fund

             INSTITUTIONAL INTERNATIONAL FUNDS, INC.
             Foreign Equity Fund

             T. ROWE PRICE INTERNATIONAL FUNDS, INC.
             T. Rowe Price International Stock Fund
             T. Rowe Price International Discovery Fund
             T. Rowe Price European Stock Fund
             T. Rowe Price New Asia Fund
             T. Rowe Price Japan Fund
             T. Rowe Price Latin America Fund
             T. Rowe Price Emerging Markets Stock Fund
             T. Rowe Price Global Stock Fund
             T. Rowe Price International Growth & Income Fund
             T. Rowe Price International Stock Fund-Advisor Class
             T. Rowe Price Emerging Europe & Mediterranean Fund
             T. Rowe Price International Bond Fund
             T. Rowe Price Emerging Markets Bond Fund
             T. Rowe Price International Bond Fund-Advisor Class

             T. ROWE PRICE INTERNATIONAL INDEX FUND, INC.
             T. Rowe Price International Equity Index Fund

             T. ROWE PRICE MEDIA & TELECOMMUNICATIONS FUND, INC.

             T. ROWE PRICE MID-CAP GROWTH FUND, INC.

             T. ROWE PRICE MID-CAP VALUE FUND, INC.

             T. ROWE PRICE NEW AMERICA GROWTH FUND

             T. ROWE PRICE NEW ERA FUND, INC.

             T. ROWE PRICE NEW HORIZONS FUNDS, INC.

             T. ROWE PRICE NEW INCOME FUND, INC.

             T. ROWE PRICE PERSONAL STRATEGY FUNDS, INC.


<PAGE>


             T. Rowe Price Personal Strategy Balanced Fund
             T. Rowe Price Personal Strategy Growth Fund
             T. Rowe Price Personal Strategy Income Fund

             T. ROWE PRICE PRIME RESERVE FUND, INC.
             T. Rowe Price Prime Reserve Fund-PLUS Class

             T. ROWE PRICE REAL ESTATE FUND, INC.

             T. ROWE PRICE SCIENCE & TECHNOLOGY FUND, INC.
             T. Rowe Price Science & Technology Fund-Advisor Class

             T. ROWE PRICE SHORT-TERM BOND FUND, INC.

             T. ROWE PRICE SMALL-CAP STOCK FUND, INC.
             T. Rowe Price Small-Cap Stock Fund-Advisor Class

             T. ROWE PRICE SMALL-CAP VALUE FUND, INC.
             T. Rowe Price Small-Cap Value Fund-Advisor Class

             T. ROWE PRICE SPECTRUM FUND, INC.
             Spectrum Income Fund
             Spectrum Growth Fund
             Spectrum International Fund

             T. ROWE PRICE SUMMIT FUNDS, INC.
             T. Rowe Price Summit Cash Reserves Fund
             T. Rowe Price Summit GNMA Fund

             T. ROWE PRICE U.S. BOND INDEX FUND, INC.

             T. ROWE PRICE U.S. TREASURY FUNDS, INC.
             U.S. Treasury Intermediate Fund
             U.S. Treasury Long-Term Fund
             U.S. Treasury Money Fund

             T. ROWE PRICE VALUE FUND, INC.







<PAGE>