Your journey, your way: Take control of your 401(k) — and your futureAs part of your Journey to Healthy Living, you deserve effective and competitive benefits. We regularly review the design, investment options and account features of the Serco 401(k) Retirement Plans, and explore enhancements that will help you achieve your financial goals.

As a result of a recent review, we’re pleased to announce that ING will become the Serco 401(k) Retirement Plans’ new service provider. With this change, starting the week of May 7, 2012, in addition to improved service, you’ll have access to new tools and resources to help you take control of your future and make informed retirement decisions.

This newsletter details these enhancements as well as how we’ll make the changes in early May, including:u Your new tools and servicesu What’s changing and what stays the sameu The transition schedule to move accountsu Account access at ING

Read on to learn more!

Plan & Account Management Resources .....2 – 3

Account Management & Investment Changes......................................4 – 5

Key Plan Features ..............................................6

Overview of Investment Options .........................7

Key Dates ...........................................................8

Review Your Account ..........................................9

Account Access Information ..............................10

Questions ..........................................................11

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A few of the enhancements coming in May:

• Online and one-to-one advice services

• An annual retirement evaluation

• Mobile account access

• New planning tools

Serco 401(k) Retirement Plans

Bringing service to life

Important: You do not need to take any action!If you currently have an account in the Serco 401(k) Retirement Plans, your account balance will automatically transfer and your contribution rate and investment elections will continue under ING. If you have made an online beneficiary election at Diversified, this will also transfer to ING. Please note that the Serco 401(k) Retirement Plan features are not changing — the basic structure, company match and most investment options will remain the same.

Personalized Advice Through the ING Advisor Service, you’ll have access to personalized, objective investment advice and management for your Serco 401(k) Retirement Plan account through two levels of service — both powered by Financial Engines:®

u Personal Online Advisor — if you prefer to manage your own account, Personal Online Advisor is a web-based service that lets you get personalized retirement income forecasts, risk assessments, and step-by-step instructions that include specific savings and fund recommendations. Personal Online Advisor will be available to all Plan participants at no additional cost through the new Plan website.

u Professional Account Manager — if you prefer to have your account managed for you, the Professional Account Manager program is where professionals select a personalized mix of funds appropriate for you. This program offers:

• Personalized advice, forecasts and one-on-one support by phone • Help with making the most of your Plan • Ongoing account management, and • Quarterly progress reports

There is an additional fee if you enroll in Professional Account Manager. More information on the ING Advisor Service and Professional Account Manager fees will be available on http://serco.ingplans.com the week of May 7, 2012.

Personal Retirement Evaluation StatementLater in 2012, if you have an account balance in the Serco 401(k) Retirement Plans, you will receive by mail, a Personal Retirement Evaluation from the ING Advisor Service. You’ll see if you’re on track to meet your retirement income needs or if you should consider making changes. Be sure to look for this and consider the recommendations carefully.

Looking Ahead: creating your strategy and monitoring your progressHaving the right tools and services to manage your savings strategy and achieve your retirement income goals is important. Starting in May 2012, once the transition to ING is complete, you’ll have access to these new resources:

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Access on the Gou The ING Retirement app for iPhone,® iPod touch,® iPad® or Android™

devices will give you access to view account balances and perform certain transactions such as fund transfers and contribution changes. Learn more at mobile.ingplans.com.

Innovative ToolsING CompareMe — see how your current savings, investment style, debt, and overall financial status compare to your peers. Recognized by BusinessWeek for its innovative approach, this insightful tool is a great way to measure your progress. Check it out at INGCompareMe.com. You can also join the conversation on Facebook — and an app is on the way.

STRUCT — this new game app reinforces saving and investing concepts — diversification, risk and reward, goal setting and more. And the Build School can help you brush up on your financial terminology. It’s fun. It’s free. It’s available on the App StoreSM for iPhone,® iPod touch,® and iPad® (requires iOS 3.2 or later).

Account Management Resourcesu Automatic Account Rebalancing returns your account to its original investment allocation automatically based

on the time period you elect: quarterly, semi-annually or annually. With changes in investment returns, over time, you may find your account has shifted from its original investment allocation, and you are either over or under exposed in certain asset classes. Account rebalancing gets you back in line with your strategy.

u Contribution Rate Escalator* lets you set automatic contribution increases based on the time frame and contribution increase amount you elect — it makes saving easier.

u Historical Fund Graph allows you to plot and compare the Plan investments — based on return or value — over the time period you select: days, months or years.

u Statements-on-Demand lets you run a statement on the fly for a specific time period you elect; as little as the last 24 hours.**

* If you were automatically enrolled in the Plan and have not made a contribution rate election since then, your deferral percentage already automatically increases by 1% each year until it reaches 6%.

** Your available account history will be as of the date your account transfers to ING. iPhone, iPod Touch, and iPad are trademarks of Apple Inc., registered in the U.S. and other countries. App Store is a service mark of Apple Inc. Android is a trademark of Google Inc.

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Historical Fund Graph

Images of the ING Retire app are simulated for purposes of reproduction.

Diversified Managed AccountThis investing solution offered by Diversified Investment Advisors will no longer be available. With ING, you’ll have access to the ING Advisor Service Professional Account Manager. Your enrollment in Diversified Managed Account will NOT carry over to the new service. Your current account balance will transfer into the Serco 401(k) Retirement Plans’ same individual fund options. If you wish to participate in Professional Account Manager, you will need to actively enroll once the transition to ING is complete. More information on the ING Advisor Service and Professional Account Manager will be available on the new Plan website and you can always call the Information Line at 877-732-0320 to speak to an ING Investment Advisor.

With the transition, there will be some changes to the investments and account management options in the existing Serco 401(k) Retirement Plans. These changes will take place during the transition period from April 24, 2012 until the Plan goes live the week of May 7, 2012.

Looking Ahead: some changes on the horizon

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PortfolioXpress No Longer AvailableIf you participate in PortfolioXpress with Diversified, your account balance will be transferred (also referred to as being mapped) to the Serco 401(k) Retirement Plans’ same individual fund options. You can elect to discontinue your participation in PortfolioXpress at any time before the transition begins. If you are seeking advice, you are encouraged to use the ING Advisor Service — it is designed to help determine which investment funds and what allocation is most appropriate for you.

Brokerage Account Changes The Schwab Personal Choice Retirement Account® (PCRA) will be replaced with the State Street Global Markets Self-Managed Account (SMA) — providing access to most publicly traded stocks, bonds, and mutual funds.

If you currently invest through the PCRA, you will receive a SMA application by mail. You will need to complete and return the application before April 9, 2012. If you do not return your application by that date, a SMA will be opened for you and your investments will transfer, but you will not be able to trade in your SMA until your application is submitted and you receive your account access information.

Fund Changes There will be two changes to the Plans’ current fund line-up: u The Stable Value Fund will be replaced by the ING Stabilizer Fund u The American Funds Growth Fund of America R4 Fund will be

replaced by the ING Large Cap Growth Portfolio

Account balances and contribution elections in the Stable Value Fund and the American Funds Growth Fund of America R4 Fund will automatically transfer to the applicable replacement fund during the transition period. If you are invested in either or both of these funds, you can transfer your balance and/or election to different funds before 4:00 p.m. Eastern Time on April 24, 2012, or after the transition is completed the week of May 7, 2012.

For more information, please review the fund fact sheets included with this newsletter.

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The Serco 401(k) Retirement Plans offer some key features that you can’t get in a regular savings account or Individual Retirement Account (IRA). These features are designed to help you save, invest, and achieve your retirement goals. You’ll continue to benefit from:

u The ability to contribute from 1% to as much as 100% of your pay, up to the IRS limits, on a pre-tax, Roth after-tax or a combined basis.

u Company match contributions to help you save more for your future.

u Full ownership (also called vesting) of your contributions and related earnings.

u Ownership of the company match and related earnings after three years of service.*

u The option to choose your own mix of funds or choose a Target Retirement fund.

u The ability to make contribution and fund election changes at anytime.

u The option to transfer funds or reallocate your balance at anytime.

u Access to loans and withdrawals, should the need arise.

u A Plan website and Information Line to access your account and make transactions.

u And more.

Important: Moving to Whole Percent Contribution ElectionsIf you currently have a fractional contribution rate (such as 6.5%), you can keep that rate in place for as long as you like. However, please note:

• Fractional rate elections will no longer be available under ING.

• If you decide to change your contribution rate, your new rate will need to be a whole percentage (such as 7%).

• If you have a fractional rate elected, the contribution rate displayed on the Plan website or through the Information Line will be expressed as a whole percentage, rounding up or down (e.g. if your contribution rate today is 6.2%, you will see/hear 6%; conversely, if your contribution today is 6.5%, you will see/hear 7%).

* Vesting schedule is 33% vested after one year, 66% vested after two years, and 100% vested after three years of service with Serco. A year of service is considered having worked 1,000 hours in a given year. Certain unions may be subject to a different company match and vesting schedule. Please refer to your collective bargaining agreement for further details.

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Key Features Will Remain the Same

Overview of Your Investment OptionsYou’ll continue to have access to a broad selection of investment options including Target Date, Index, and Actively Managed funds. The investment options in the Serco 401(k) Retirement Plans will remain the same with the exception of a change in the stable value option and large cap growth option — see the chart below:

Fund Category Fund name/Fund manager tiCker Symbol

target date Funds

TRP Target Retirement Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PAR IX

TRP Target Retirement 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PARGX

TRP Target Retirement 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PARAX

TRP Target Retirement 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PARHX

TRP Target Retirement 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PARBX

TRP Target Retirement 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PARJX

TRP Target Retirement 2030 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PARCX

TRP Target Retirement 2035 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PARKX

TRP Target Retirement 2040 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PARDX

TRP Target Retirement 2045 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PARLX

TRP Target Retirement 2050 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PARFX

TRP Target Retirement 2055 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PAROX

Core Funds Stable Value

Bond

Bond

Bond

Balanced

Equity

Equity

Equity

Equity

Equity

Equity

Equity

Equity

Equity

Equity

Equity

Equity

ING Stabilizer Fund — New! . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N/A(replaces the prior Stable Value Fund) (Not a publicly traded fund)

PIMCO Total Return Admin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PTRAX

Vanguard Intermediate Bond Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VIBSX

Artio Global High Income A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BJBHX

Oakmark Equity & Income I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OAKBX

MFS Value Fund R3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MEIHX

Vanguard Institutional Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VINIX

ING Large Cap Growth Portfolio — New! . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IEOHX (replaces Growth Fund of America)

Perkins Mid Cap Value Fund T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . JMCVX

Fidelity Extended Market Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FSEVX

T. Rowe Price Mid Cap Growth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RPMGX

Allianz NFJ Small Cap Value A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PCVAX

Vanguard Small Cap Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . VSISX

Columbia Small Cap Growth I Z . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CMSCX

Capital World Growth & Income R4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RWIEX

EuroPacific Growth Fund R4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . REREX

Fidelity Spartan Intl Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FSIVX

Self-managed brokerage

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Self-Managed Brokerage Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .N/A(replaces PCRA)

tranSition aCtion Step key dateS

Transitioning to ING: No action is required on your partThe transition from Diversified Investment Advisors to ING will take place beginning at 4:00 p.m. Eastern Time on April 24, 2012. All changes will take place behind the scenes, with Plan records and account balances transferring automatically. No action is required on your part but please familiarize yourself with the schedule of events and how your account access will be temporarily affected.

Please note: With this transition, your account access will be limited during what is called a “blackout period.” The blackout period will begin at 4:00 p.m. Eastern Time on April 24, 2012, when account access becomes limited, and is expected to end the week of May 7, 2012 when the Plan goes live. Your account will remain invested throughout the blackout period. See the table below for key dates. Our goal is to minimize this timeframe as much as possible.

u If you are planning to make changes to your Serco 401(k) Retirement Plan account, such as transferring balances into different funds, changing your contribution rate, or requesting a withdrawal or loan, you must complete your transactions before the cutoff dates noted below. Otherwise, you will need to wait until the transition is completed during the week of May 7, 2012.

u All 401(k) contributions and/or loan payments made during the blackout period will be deducted from your pay as usual and invested according to your investment elections in effect at 4:00 p.m. Eastern Time on April 24, 2012.

u During the blackout and for approximately one month following the date of transfer (up until 4:00 p.m. Eastern Time on May 30, 2012), you will still be able to view your account information at Diversified (information will be as of April 24, 2012, no transactions after this date will be shown).

Last day for the following 401(k) transactions:• Enroll• Change your contribution rate • Change investment elections for future contributions• Transfer existing balances to other funds • Request a loan, withdrawal or distribution• Submit a rollover request• Make a manual loan repayment or loan payoff

Last day to transfer into or out of the PCRA account at Schwab (you may still continue to trade with Schwab through the blackout period)

Records transfer from Diversified to ING

New Passwords will be sent to current participants’ home address from ING

Transition complete — You will have full access to your Serco 401(k) Retirement Plan account through http://serco.ingplans.com or by calling 877-732-0320

April 24, 2012 at 4:00 p.m. Eastern TimeAccess your account at www.divinvest.com or call 800-755-5801.

April 17, 2012 at 4:00 p.m. Eastern Time

Week of April 30, 2012

Week of April 30, 2012

Week of May 7, 2012Access http://serco.ingplans.com or call 877-732-0320 to determine when the transition is complete.

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Is Your Account Up to Date?While you are not required to take action with the change in service providers, there are a few steps you may want to take to make sure your account is up to date.

1. Update your home address Check to make sure we have your most current address so you can get important information about this

transition as well as ongoing communications. If you are an employee at Serco, you can verify and/or change your current address by going to the Serco Our World-NA portal employee self service section. If you no longer work for Serco, you can update your address on file at Diversified by contacting them at 800-755-5801.

2. Change or update your beneficiary information Your beneficiary is the person or persons who will receive your account value should you die before receiving

it. It’s important to elect a beneficiary and keep your beneficiary information up to date*, particularly if you’ve recently experienced a life change such as a marriage or the birth of a child. Online beneficiary information on file at Diversified will be transferred to ING. After the transition, you can elect a beneficiary or change your election at any time through the new Plan website.

3. Maximize your savings You can contribute up to $17,000 (not to exceed 100% of pay) on a pre-tax, Roth after-tax or combined basis

in 2012.** If you are age 50 or older in 2012, you can contribute another $5,500 through catch-up contributions. Make sure you’re taking full advantage of your savings opportunity.

4. Attend an information meeting Serco employees can learn more about these Plan enhancements at employee meetings that will be held

at key locations in May. Specialists from ING will review the new tools and resources, new Plan website and more. Webcasts will be available for those unable to attend on-site meetings. Watch for information with details on dates, times and locations coming soon.

* Please note if you are married and designating someone other than your spouse as your beneficiary, you will need to fill out a paper form and fulfill other requirements, such as receiving spousal consent. This form will be available on the Plan website after the transition is completed the week of May 7, 2012.

** If you are considered a highly compensated employee (HCE), additional limits apply. You are considered an HCE if you earned eligible compensation of over $110,000 in 2011, or own more than 5% of the company.

Watch for your initial account passwordDuring the week of April 30, 2012, all current Serco 401(k) Retirement Plan participants will receive a Password in the mail from ING — it comes in a small white security envelope. u You’ll use this password along with your Social Security Number to access your account on the Plan website

or Information Line. u The first time you log in, you will be prompted to change your Password and you can establish a Username.

You’ll also be asked to set your security questions. u If you misplace or don’t receive your ING-issued Password, call the Information Line or go on the Plan website

the week of May 7, 2012, to request that a new one be mailed to you.

Account Access Starting week of May 7, 2012

Plan website: http://serco.ingplans.com • Account balances and personal performance • Complete transaction capabilities • Beneficiary and banking information • Fund performance, information and fact sheets • ING’s Personal Online Advisor • Statements and correspondence • Plan information • Forms • Investor education

Transactions completed by 4:00 p.m. Eastern Time weekdays (excluding New York Stock Exchange holidays), will be processed that day; transactions completed after 4:00 p.m. Eastern Time or on weekends or holidays, will be processed on the next business day.

Plan Information Line: 877-732-0320 • Account balances and personal performance • Most transactions • Fund performance • Request forms or information by mail • Dedicated Customer Service Associates and

ING Advisor Service Investment Advisors — both are available weekdays, from 8:00 a.m. to 8:00 p.m. Eastern Time, except on New York Stock Exchange holidays.

Account Access until April 24, 2012Diversified Direct Online www.divinvest.com Diversified Direct at 800-755-5801.

Account Access Starting the Week of May 7

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Have a Question?From now until 4:00 p.m. Eastern Time on April 24, 2012, you can contact Diversified Direct at 800-755-5801 or your local HR representative if you have questions.

Beginning April 25, 2012, Customer Service Associates at ING will be available to provide general Plan information only. Once the transition is complete, they can provide their full range of support services, including answering questions about your individual account and speaking to an ING Advisor Service Investment Advisor. You can reach them through the Serco 401(k) Retirement Plans’ Information Line at 877-732-0320, Monday through Friday from 8:00 a.m. – 8:00 p.m., Eastern Time, excluding New York Stock Exchange holidays.

Not Enrolled?If you’re not contributing to your Serco 401(k) Retirement Plan, you’re missing out on a great savings opportunity. You can enroll through Diversified Investment Advisors up until April 24, 2012 at 4:00 p.m. Eastern Time — or you can enroll anytime after the transition is complete in early May. Stop procrastinating. Saving is easier than you think.

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Advisory Services provided by ING Investment Advisors, LLC for which Financial Engines® Advisors, LLC acts as sub advisor. ING Investment Advisors does not give tax or legal advice. If you need tax advice, consult your accountant or lawyer, if you need legal advice, consult your lawyer. For more information about the ING Advisor Service, please read the ING Investment Advisors Disclosure Statement. A Disclosure Statement may be viewed online by accessing the ING Advisor Service link through your Plan’s website at http://serco.ingplans.com. You may also request a Disclosure Statement from an ING Investment Advisor by calling your Plan’s Information Line at 877-732-0320. Financial Engines® Advisors, LLC is not a corporate affiliate of ING Investment Advisors, LLC or ING Institutional Plan Services, LLC. Financial Engines® is a registered trademark of Financial Engines, Inc. Neither ING, FEA, nor their affiliates guarantee future results. 09IAS-10-008

SKU: SercoTransNL 3.12

Serco 401(k) Retirement Plans

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