ON-SITE OUTSOURCING AGREEMENT

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EXHIBIT 10.12

ON-SITE OUTSOURCING AGREEMENT

by and between

FIDELITY INFORMATION SERVICES, INC.

AND

INDEPENDENT BANK CORP.

Effective as of November 1, 2004

PLEASE NOTE: Portions of this contract, and its exhibits and attachments, have

been omitted pursuant to a request for confidential treatment sent on March 4,

2005 to the Securities and Exchange Commission. The locations where material has

been omitted are indicated by the following notation: "{****}". The entire

contract, in unredacted form, has been filed separately with the Commission with

the request for confidential treatment.

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TABLE OF CONTENTS

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1. PRODUCTS, THIRD-PARTY INTERFACES, RESOURCES, AND DATA PROCESSING SERVICES..................................... 2

1.1 PRODUCTS, THIRD-PARTY INTERFACES, RESOURCES, AND DATA PROCESSING SERVICES.............................. 2

1.2 SOFTWARE DEVELOPMENT AND ENHANCEMENT SERVICES.......................................................... 2

2. TERM.......................................................................................................... 2

3. RESPONSIBILITIES OF THE PARTIES............................................................................... 3

3.1 DATA CENTER COMPUTER EQUIPMENT......................................................................... 3

3.2 TERMINALS/COMMUNICATIONS COST.......................................................................... 4

3.3 PROCESSING SCHEDULE.................................................................................... 4

3.4 CLIENT APPROVAL OF PROGRAM CHANGES..................................................................... 4

3.5 CLIENT RESOURCES....................................................................................... 4

3.6 REQUIRED CONSENTS...................................................................................... 4

3.7 DELIVERY............................................................................................... 4

3.8 SUPPLIES AND FORMS..................................................................................... 4

3.9 CLIENT'S INPUT DATA.................................................................................... 5

3.10 CLIENT'S RESPONSIBILITIES............................................................................. 5

3.11 FIDELITY RESPONSIBILITIES............................................................................. 5

3.12 SERVICE REQUEST ORDERS................................................................................ 6

4. DATA PROCESSING PREMISES AND SECURITY......................................................................... 6

4.1 DATA PROCESSING PREMISES............................................................................... 6

4.2 SECURITY STANDARDS..................................................................................... 7

5. SOFTWARE...................................................................................................... 7

5.1 ADDITIONAL LICENSED PROGRAMS........................................................................... 8

5.2 USER MANUALS........................................................................................... 8

5.3 CLIENT-PROVIDED SOFT................................................................................... 8

5.4 INSTALLATION OF NEW SYSTEMS AND SUBSYSTEMS............................................................. 8

5.5 MODIFICATIONS REQUESTED BY CLIENT...................................................................... 9

5.6 REGULATORY REPORTING REQUIREMENTS...................................................................... 9

6. EDUCATION..................................................................................................... 9

7. STAFFING; COMPUTER USE........................................................................................ 9

7.1 RESIDENT TECHNICAL STAFF............................................................................... 9

7.2 SPECIAL COMPUTER USE................................................................................... 10

8. FORCE MAJEURE, TIME OF PERFORMANCE AND INCREASED COSTS AND ERROR CORRECTION................................... 10

9. TERMINATION................................................................................................... 11

9.1 TERMINATION............................................................................................ 11

9.2 TERMINATION FOR CONVENIENCE BY CLIENT.................................................................. 11

9.3 TERMINATION UPON FIDELITY'S MATERIAL BREACH............................................................ 12

9.4 TERMINATION UPON CLIENT'S MATERIAL BREACH.............................................................. 13

9.5 DATA, SYSTEMS AND PROGRAMS............................................................................. 15

9.6 DECONVERSION FEES AND CHARGES.......................................................................... 15

10. TRANSITIONAL COOPERATION..................................................................................... 15

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10.1 OFFER OF EMPLOYMENT .................................................................................. 15

10.2 TRANSITION ........................................................................................... 15

10.3 EQUIPMENT ............................................................................................ 16

10.4 ADDITIONAL SUPPORT ................................................................................... 16

11. BACKUP, STORAGE, FILES AND PROGRAMS ......................................................................... 16

11.1 FILES AND PROGRAMS ................................................................................... 16

11.2 STORAGE .............................................................................................. 16

11.3 DISASTER RECOVERY .................................................................................... 16

12. EFFECTIVE PLANNING AND COMMUNICATION ........................................................................ 16

12.1 STEERING COMMITTEE ................................................................................... 16

12.2 AUDIT CONFERENCE ..................................................................................... 17

12.3 RELATIONSHIP MANAGEMENT .............................................................................. 17

12.4 FORMAL DISPUTE RESOLUTION PROCEDURES ................................................................. 18

12.5 STRATEGIC PLANNING MEETINGS .......................................................................... 19

13. INTELLECTUAL PROPERTY RIGHTS ................................................................................ 19

13.1 OWNERSHIP OF CLIENT SOFTWARE ......................................................................... 19

13.2 OWNERSHIP OF FIDELITY SOFTWARE ....................................................................... 19

13.3 MODIFICATIONS TO FIDELITY SOFTWARE ................................................................... 19

14. PAYMENT AND BILLING ......................................................................................... 20

15. NO INTERFERENCE WITH CONTRACTUAL RELATIONSHIP ............................................................... 20

16. NO WAIVER OF DEFAULT ........................................................................................ 20

17. FEE ADJUSTMENTS RELATED TO MERGER OR ACQUISITION OR CHANGED SERVICES ........................................ 20

17.1 MERGER OR ACQUISITION ................................................................................ 21

17.2 INCREASES BASED ON CHANGES IN SERVICES ............................................................... 21

18. ASSIGNMENT .................................................................................................. 21

19. CONFIDENTIALITY ............................................................................................. 21

19.1 CONFIDENTIALITY OBLIGATION ........................................................................... 21

19.2 NON-DISCLOSURE COVENANT .............................................................................. 21

19.3 EXCEPTIONS ........................................................................................... 22

19.4 CONFIDENTIALITY OF THIS AGREEMENT; PROTECTIVE ARRANGEMENTS ........................................... 22

19.5 BANK'S RIGHT TO MONITOR AND AUDIT SERVICE PROVIDER ................................................... 23

20. GOVERNING LAW/FORUM SELECTION/ARBITRATION ................................................................... 23

20.1 GOVERNING LAW/FORUM SELECTION ........................................................................ 23

20.2 ARBITRATION PROCEDURES ............................................................................... 23

21. TAXES ....................................................................................................... 24

22. INDEPENDENT CONTRACTOR ...................................................................................... 24

22.1 CLIENT SUPERVISORY POWERS ............................................................................ 24

22.2 FIDELITY'S EMPLOYEES ................................................................................. 25

22.3 FIDELITY AS AN AGENT ................................................................................. 25

23. CLIENT AND FIDELITY EMPLOYEES ............................................................................... 25

24. INTENTIONALLY OMITTED ....................................................................................... 25

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25. NOTICES ..................................................................................................... 25

26. COVENANT OF GOOD FAITH ...................................................................................... 26

27. LIMITATION OF LIABILITY ..................................................................................... 26

28. INDEMNIFICATION ............................................................................................. 26

28.1 PERSONAL INJURY AND PROPERTY DAMAGE .................................................................. 26

28.2 INFRINGEMENT OF FIDELITY SOFTWARE OR FIDELITY-PROVIDED THIRD PARTY SOFTWARE .......................... 26

28.3 INFRINGEMENTS OF CLIENT-PROVIDED SOFTWARE ............................................................ 27

29. OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS ............................................................. 28

29.1 LICENSES AND PERMITS AND COMPLIANCE WITH LAWS ........................................................ 28

29.2 AUTHORIZATION AND EFFECT ............................................................................. 28

29.3 BUSINESS PRACTICES ................................................................................... 28

29.4 FIDELITY SOFTWARE .................................................................................... 29

29.5 CLIENT SOFTWARE ...................................................................................... 29

29.6 PROFESSIONAL AND WORKMANLIKE ......................................................................... 29

29.7 NO ADDITIONAL REPRESENTATIONS OR WARRANTIES .......................................................... 29

30. INSURANCE ................................................................................................... 29

31. ENTIRE AGREEMENT ............................................................................................ 29

32. SECTION TITLES .............................................................................................. 29

33. COUNTERPARTS ................................................................................................ 30

34. FINANCIAL STATEMENTS ........................................................................................ 30

35. INTENTIONALLY OMITTED ....................................................................................... 30

36. PUBLICITY ................................................................................................... 30

37. VENDOR MANAGEMENT ........................................................................................... 30

EXHIBITS

A. Software Listing

B. Software Development and Enhancements

C. Fees and Charges

D. Production Schedule

E. Responsibilities of the Parties

F. Intentionally Omitted

G. Insurance

H. Equipment Configuration

I. License Terms and Conditions

J. Internet Hosting

K. DASH ATM/EFT Services

L. Form of Statement of Work

ATTACHMENT 1

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ON-SITE OUTSOURCING AGREEMENT

PARTIES AND EFFECTIVE DATE

This On-Site Outsourcing Agreement (the "Agreement") is dated and

effective as of November 1, 2004 (hereinafter the "Effective Date"), by and

between FIDELITY INFORMATION SERVICES, INC., an Arkansas corporation, with

offices located at 601 South Lake Destiny Drive, Maitland, Florida 32751

(hereinafter "Fidelity") and INDEPENDENT BANK CORP., with offices located at 288

Union Street, Rockland, Massachusetts 02370 (hereinafter "Client"), primarily

for the purposes of processing the data of the Client's wholly-owned bank

subsidiary Rockland Trust Company ("RTC").

The term "Client" shall also include, to the extent necessary to confer

any of the rights and benefits associated with this Agreement, RTC, RTC's

current subsidiaries RTC Securities Corp I, RTC Securities Corp. X, Taunton

Avenue, Inc., and the Rockland Trust Community Development LLC, and the Client's

other current subsidiaries in addition to RTC, namely Independent Capital Trust

III and Independent Capital Trust IV (hereinafter collectively the

"Client-Affiliated Entities"). The term "Client-Affiliated Entities" shall also

include any future wholly-owned subsidiaries of Client, subject to the

provisions of Section 17 of this Agreement.

While the Client-Affiliated Entities are entitled to any of the rights and

benefits that the Client possesses under this Agreement, the Client-Affiliated

Entities shall bear no responsibility for any financial or other obligations,

arising under this Agreement; provided, however, that Client and the

Client-Affiliated Entities shall at all times be subject to the confidentiality

obligations set forth in this Agreement. Client shall be solely responsible for

any financial or other obligations arising from this Agreement.

AGREEMENT SUPERSEDES PRIOR CONTRACT

Fidelity's predecessor in interest ALLTEL Information Services, Inc, and

the Client are parties to an On-Site Outsourcing Agreement dated as of October

18,1999, which had been amended, in writing, eight times and which had a term

that ends on May 31, 2005 (hereinafter collectively the "Prior Contract"). This

Agreement supersedes the Prior Contract, in its entirety, as of the Effective

Date.

TERMINATION OF PRIOR CONTRACT

The parties, to the extent necessary to do so, agree that the Prior

Contract has been terminated by their mutual agreement and is null, void, and of

no further legal effect as of the Effective Date, without any further rights or

obligations, financial or otherwise, on the part of either party except with

respect to those items expressly identified in the Prior Contract as surviving

the termination of the Prior Contract and provided that Client shall pay all

outstanding amounts due and payable to Fidelity pursuant to the Prior Contract.

The parties agree that, notwithstanding termination of the Prior Contract, the

licenses granted to Client pursuant to the Prior Contract remain in effect and

are carried forward to this Agreement without payment of

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any additional license fees. All licensed Fidelity software products are listed

in Exhibit A to this Agreement.

AGREEMENT

For good and valuable consideration, the sufficiency of which is hereby

acknowledged, the parties agree as follows:

1. PRODUCTS, THIRD-PARTY INTERFACES, RESOURCES, AND DATA PROCESSING SERVICES.

1.1 PRODUCTS, THIRD-PARTY INTERFACES, RESOURCES, AND DATA PROCESSING

SERVICES. Fidelity will provide to Client the Fidelity software products,

third-party interfaces to and/or from the Fidelity software products, Fidelity

resources, and the data processing services described in this Agreement and in

the Exhibits and Attachments which are attached to, incorporated into, and made

an integral part of this Agreement. The services provided by Fidelity to Client

shall generally include, but not be limited to, the general management of

Client's data processing, installation and enhancement of Fidelity-developed

software systems, operation of software systems developed by Fidelity and third

parties, programming, furnishing, maintaining and operating computer equipment,

and providing information in various media forms (hereinafter collectively

referred to as "Services"). As more particularly described in Section 5 below,

Fidelity also grants to Client a license to use the Fidelity software products.

The specific Services, third-party interfaces and resources provided, the

Fidelity software products licensed, and the applicable fees and charges, are

described in more detail in this Agreement, its Exhibits, and Attachments.

1.2 SOFTWARE DEVELOPMENT AND ENHANCEMENT SERVICES. Exhibit B to this

Agreement sets forth the description of software development and enhancement

services that Fidelity will provide to Client pursuant to this Agreement. Unless

expressly noted otherwise in Exhibit B, Fidelity will provide the software

development and enhancement services described in Exhibit B to Client at no

additional cost.

2. TERM.

This Agreement commences on the Effective Date and ends May 31, 2010 (the

"Term"), unless earlier terminated pursuant to Section 9. During the period

between June 1, 2008 and September 1, 2008 (the "Extension Notice Period"),

Client shall have the option to extend the Term of this Agreement for an

additional five (5)-year period, i.e., until May 31, 2015 (the "Extended Term").

Client shall have the right to exercise its option to extend the Term by giving

written notice (the "Extension Notice") to Fidelity of Client's intention to do

so. Client's timely delivery of the Extension Notice shall conclusively

establish that this Agreement continues in effect through the end of the

Extended Term. The pricing for the Extended Term shall be: (i) for core

processing, the same fees as are in effect for core processing as of the date of

the Extension Notice; and (ii) for services for which Client pays volume-based

charges, the lower of Fidelity's then-current charges for such services or the

fair market value for such services as of the date of the Extension Notice

("Fair Market Value"). If Client and Fidelity cannot mutually agree upon the

Fair Market Value, Client and Fidelity will, within ninety (90) days of an

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Extension Notice, complete binding arbitration to determine the Fair Market

Value which shall not, in any event, exceed Fidelity's then-current volume-based

charges. Such extension of the Term will be memorialized in a written amendment

to this Agreement. The last day of the Term (or the Extended Term, if

applicable) shall be the "Expiration Date".

3. RESPONSIBILITIES OF THE PARTIES.

Fidelity and Client shall be responsible for the following.

3.1 DATA CENTER COMPUTER EQUIPMENT. Except as otherwise expressly

provided in this Agreement (see Exhibit E), Fidelity will supply {****}

those CPUs, communications controllers, DASD equipment, tape/cartridge

equipment, printers and other equipment as identified in Exhibit H and such

other equipment as Fidelity may deem appropriate for its operation of the "Data

Center" (as that term is defined in Section 4.1).

Fidelity and Client will evaluate hardware capacity on an annual

basis. Any hardware upgrades will be mutually agreed upon, with agreement not to

be unreasonably withheld by either party. Fidelity acknowledges and agrees that

if Client has paid in full the purchase price for any hardware as of the

expiration or earlier termination of this Agreement, then Client will be the

owner of any such Client-purchased hardware ("Client Purchased Hardware") and

will not be required to make any payment to Fidelity for Client Purchased

Hardware. {****}

Fidelity agrees, warrants, and represents that the computer

equipment to be supplied and installed at the Data Center, whether pursuant to

this Section 3.1 or otherwise, shall be operated by Fidelity solely for the

benefit for Client and to process Client's data as hereunder agreed, and will

not be used to process any data for any third parties whatsoever. The processing

of data by Fidelity for any third parties using the equipment provided for in

this Agreement will be considered a default by Fidelity under the terms and

conditions of this Agreement, subject to the remedies of termination described

elsewhere in this Agreement. Nothing in this Section shall prevent Fidelity and

Client from entering into a mutually agreed-upon "revenue-sharing agreement" for

the processing of data for third parties; however, any such agreement shall be

in writing and deemed to be an amendment to this Agreement.

Fidelity shall indemnify and hold Client harmless from all risk of

loss associated with the equipment identified in Exhibit H and any additional

equipment owned or leased by Fidelity that Fidelity may add to the Data Center

in the future (the "Equipment"). Fidelity, however, will satisfy its indemnity

obligation with respect to the Equipment by maintaining the insurance coverage

set forth in Exhibit G (or coverage that is substantially comparable to the

coverage shown in Exhibit G) in full force and effect during the Term of this

Agreement. Client will bear no risk of loss with respect to the Equipment,

excepting only any loss resulting from Client's willful misconduct or gross

negligence. Client shall have no obligation to insure the Equipment.

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3.2 TERMINALS/COMMUNICATIONS COST. Client will pay all costs of installing

and utilizing communication or telephone lines, data sets, modems, ATMs,

terminals, terminal communication control units and other equipment, as may be

required for Client's on-line operations, testing and training. Fidelity will

provide, at its expense, as applicable, the terminals and personal computers

used by its personnel. Client will provide all personal computers used by its

personnel, both hardware and software.

3.3 PROCESSING SCHEDULE. Client shall provide input data and Fidelity will

process and update Client's data in accordance with Exhibit D.

3.4 CLIENT APPROVAL OF PROGRAM CHANGES. Functional changes to programs

(other than standard releases) used to process Client's data affecting input,

output, control, audit, or accounting procedures of Client shall be made only

with the express written approval of Client.

3.5 CLIENT RESOURCES. During the Term, Client will provide the Client

resources reasonably required for Fidelity to provide the Services. Exhibit E

sets forth a non-exclusive list of the Client resources that Client is

reasonably required to provide to Fidelity.

3.6 REQUIRED CONSENTS. For the purposes of this Agreement, a "Required

Consent" shall mean permission for Fidelity to use those assets, services, and

rights, if any, leased, contracted for, licensed, or owned by Client, Client

software, and Client-provided third party software, if any, to be made available

to Fidelity by Client to enable Fidelity to provide the Services.

(a) COOPERATION. Client shall obtain all Required Consents. Upon

Client's request, Fidelity shall assist Client in obtaining the Required

Consents. Once each such Required Consent has been obtained, Client shall

provide a copy of it to Fidelity. Until such time as the Required Consent has

been obtained by Client, any right to use the affected Client resource shall not

be deemed to have been transferred to Fidelity, and the parties shall cooperate

with each other in achieving a reasonable alternative arrangement for the use of

the affected Client resources.

(b) COSTS. Any cost incurred by Fidelity at Client's request in

obtaining a Required Consent shall be separately charged by Fidelity to Client

as a pass-through expense. Upon request of Client, Fidelity will provide an

estimate of such cost and submit to Client prior to incurring such cost.

3.7 DELIVERY. Client, or its designee, is responsible to Fidelity for

delivery of all input and output data to and from the Data Center. Fidelity is

responsible for safekeeping Client's confidential documents while in Fidelity's

possession in the Data Center.

3.8 SUPPLIES AND FORMS. Fidelity will provide and install all magnetic

tapes and tape cartridges which may be required to perform Fidelity's

obligations under this Agreement. Client will provide all input and output

forms, balance control forms, stock paper, system laser printer supplies, impact

printer ribbons, and any forms which may be necessary for Fidelity to meet the

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processing requirements of Client, as well as adequate storage space for those

items. Fidelity will provide, at its own cost, its own internal forms and other

internal ancillary supplies as may be required for Fidelity's internal

requirements and in the ordinary course of Fidelity's business.

3.9 CLIENT'S INPUT DATA. Client assumes all risk of loss and expenses of

reconstruction of input data, except for loss caused by Fidelity's negligence.

3.10 CLIENT'S RESPONSIBILITIES. If Client wishes to provide Fidelity with

formal notice of any issue arising under this Agreement, Client will first

notify Fidelity's On-Site Account Manager, in writing, of the issue (an "Issue

Notice"). Client shall date every Issue Notice and shall include in any Issue

Notice a reasonable level of detail sufficient to explain the issue presented

and Client shall provide Fidelity with reasonable documentation for each issue

logged to Fidelity with the Issue Notice.

Fidelity shall promptly review and log every Issue Notice received and

shall notify the Client, in writing, within ten (10) days if Fidelity needs

additional information from the Client to explain or understand the issue

presented (an "Additional Information Request"). If Fidelity does not timely

deliver an Additional Information Request to Client, the Issue Notice will be

deemed to be sufficiently detailed and logged in for a response by Fidelity as

of the tenth (10th) day after the date of the Issue Notice.

3.11 FIDELITY RESPONSIBILITIES. For purposes of this Section, a Software

defect will be defined as any production problem where the Software does not

function according to Fidelity's published documentation.

(a) For purposes of this Section, "Priority 1" shall mean any

Software defect where the system is down as a direct result of the defect and

Client is prevented from performing activities critical to Client's day-to-day

business. Fidelity will use all reasonable efforts to respond and coordinate

with Client to develop temporary mitigating solutions within one (1) hour of

being notified of an occurrence and will attempt to resolve all Priority 1

issues as soon as is reasonably possible and, in any event, within twenty-four

(24) hours of being notified.

(b) For purposes of this Section, "Priority 2" shall mean any

Software defect where there is a material effect on a high volume of Client's

accounts or customers (e.g., any material effect in printed

correspondence/disclosures, transaction posting, or accruals). Fidelity will use

all reasonable efforts to respond and coordinate with Client to develop

temporary mitigating solutions within eight (8) hours of being notified of an

occurrence and will attempt to resolve all Priority 2 issues as soon as is

reasonably possible and, in any event, within forty-eight (48) hours of being

notified.

(c) For purposes of this Section, "Priority 3" shall mean any

Software defect causing Client excess increased costs or labor or where there is

a minor effect on a small volume of Client's accounts or customers. Fidelity

will use all reasonable efforts to respond and coordinate with Client to develop

temporary mitigating solutions within thirty (30) days of the defect being

identified. Fidelity will include a final mitigating solution for Priority 3

defects in the next release of the Software for which the development window has

not been closed.

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Fidelity will maintain a log of any open items defined in (a), (b) and

(c), above, and will meet with Client weekly to discuss the status of each item

and the efforts being made to resolve them. The parties shall resolve any

disputes which arise regarding Fidelity's satisfaction of its obligations under

this Section by using the process set forth in Sections 12.4 and 20 of the

Agreement.

3.12 SERVICE REQUEST ORDERS. After receiving a Service Request Order

("SRO") from Client, Fidelity will use all reasonable efforts to respond with a

high-level estimate of the level of effort and cost of the project described in

the SRO within two (2) weeks after receiving the SRO. If Fidelity determines

that the requested project is large in scope, Fidelity will scope the project

using a Statement of Work (as set forth in Exhibit L) and define the cost

associated with the development project requested by Client. During the initial

Term (i.e., until May 31, 2010), Client shall pay Fidelity at the rate of

$1,500.00 per day to scope the requested development project. The development

projects described in Exhibits B-l and B-4 will be defined using this process.

If Client agrees in writing to have Fidelity proceed with any project described

in a Scope Document prepared by Fidelity, the costs incurred by Client for the

development of the Scope Document will be credited against the actual

development and/or delivery cost for the project. After execution of an

amendment to this Agreement documenting the particulars of the project, the

credits to Client will be applied to amounts payable to Fidelity for the project

as such amounts are invoiced to Client. After the end of the initial Term, the

fee for scope development shall be Fidelity's then-current fee. If the SRO is a

request for core application development, Fidelity will evaluate the project,

but reserves the right to refuse the project if it is not in line with

Fidelity's product strategy. If the SRO is a request for custom development,

Client may use Resident Staff or Dedicated Resources to develop a response to

the SRO. The use of the Resident Staff or Dedicated Resources in this way may

have a negative impact on Fidelity's ability to perform its obligations under

this Agreement. In this case, Fidelity will so notify Client and the parties

will use all reasonable efforts to reach mutual agreement on the fulfillment of

the SRO.

4. DATA PROCESSING PREMISES AND SECURITY.

4.1 DATA PROCESSING PREMISES. Client agrees to provide Fidelity with

adequate premises, in good repair, to perform its responsibilities under this

Agreement. Such premises shall be referred to herein as the "Data Center".

Without limiting the generality of the foregoing, Client agrees to supply water,

sewer, heat, lights, telephone lines and equipment, air conditioning,

electricity (including, if desired by Client, an uninterruptible power system,

battery backup and backup generator capacity), janitorial services, office

equipment and furniture, and parking spaces for Fidelity employees under the

same conditions provided to employees of Client. Fidelity is not responsible to

Client for any injury or damage to tangible personal property or persons which

occurs in or around the Data Center unless caused by Fidelity's negligence or

willful misconduct of Fidelity. Client will provide telephone instruments and

telephone service for Fidelity to communicate with the employees of Client, and

as may be reasonably required by Fidelity to operate the Data Center.

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4.2 SECURITY STANDARDS. Fidelity has implemented and shall maintain

appropriate administrative, technical and physical safeguards with respect to

Client's Proprietary Information. Further, Fidelity will adhere to such

additional security measures with respect to Client's customer information as

may reasonably be imposed by Client. If implementation and/or adherence to such

additional security measures increases Fidelity's costs of operation, Client and

Fidelity will discuss and mutually agree upon an appropriate reimbursement for

Fidelity.

5. SOFTWARE.

Only at the end of the initial Term specified in Section 2 above (i.e., May 31,

2010), and subject to the conditions listed below, Client shall have the right

to acquire a perpetual license to use the Fidelity proprietary application

systems listed under the heading "Base Processing Software" and the interfaces

listed under the heading "Construction and/or Maintenance of the Following Third

Party Interfaces" in Exhibit A (collectively, the "Base Processing Software")

for{****} If Client's asset size (excluding investments) as of May 31, 2010 is

greater than $7 billion, the license fee payable by Client hereunder shall be

computed based on Fidelity's then-current license fees for an institution with a

similar asset size {****}

The maintenance fees for the Base Processing Software shall be Fidelity's

then-current maintenance fees. Client shall exercise the right granted hereunder

by delivering a written notice to Fidelity. {****} The granting of such license

is conditioned upon the following: execution by both parties of Fidelity's

then-current license and maintenance agreement for the Base Processing Software;

Client's payment of the license fees described above; Client's payment of the

maintenance fee described above; and, Fidelity not having terminated this

Agreement for Client's default. If the Term of the Agreement is extended

pursuant to Section 2, Client may not invoke this clause during the Extended

Term.

Client's license to use the Fidelity proprietary application systems

listed in Exhibit A under the heading "Additional Licensed Software" (the

"Additional Licensed Software") shall be perpetual and shall become effective

upon execution of this Agreement. The granting of this license for the

Additional Licensed Software is subject to the license terms and conditions set

forth in Exhibit I to this Agreement. Upon expiration or early termination of

this Agreement by Client, Client's license to use the Additional Licensed

Software shall continue in full force and effect without payment of additional

license fees provided that a current maintenance agreement is entered into by

Client and that this Agreement has not been terminated by Fidelity for Client's

breach.

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The Base Processing Software and the Additional Licensed Software shall be

referred to collectively as the "Software" in this Agreement.

5.1 ADDITIONAL LICENSED PROGRAMS. The license contemplated by this Section

5 shall also apply to all Fidelity-developed program modifications or

enhancements installed for Client's benefit pursuant to this Agreement. Fidelity

will furnish Client, upon request, a current list of all Software developed and

made generally available by Fidelity. Fidelity will give Client 180 days' notice

prior to eliminating updates for a particular system version of any

Fidelity-developed program.

5.2 USER MANUALS. Prior to the installation of any item of Software,

Fidelity will deliver to Client one copy of the applicable User Manuals on CD

ROM, and thereafter, one copy of standard updates thereto. Client is responsible

for the initial personalization and for the maintenance, reproduction and

distribution of User Manuals which maintenance, reproduction and distribution

Fidelity expressly authorizes hereunder; provided, however, that Fidelity hereby

consents to the reproduction of User Manuals by Client solely for the internal

use of Client in accordance with this Agreement. Client shall retain all

Fidelity proprietary notices in any copies that Client makes. Client may order

additional CD's at Fidelity's then-current fees.

5.3 CLIENT-PROVIDED SOFTWARE. Fidelity will use all software acquired by

Client from third parties or developed by Client ("Client-Provided Software")

without the assistance of Fidelity exclusively to process Client's data.

Additional use of such Client-Provided Software by Fidelity shall require the

written approval of Client. Fidelity reserves the right to review and/or test

such Client-Provided Software, in advance of processing, to assure compatibility

with Fidelity equipment and consistency with Fidelity's processing techniques.

Fidelity makes no warranties regarding the compatibility of the Client-Provided

Software acquired by Client or any Client software with Fidelity's equipment or

with Fidelity's processing techniques. At Client's expense, Client shall provide

Internet access for the Resident Staff and any non-Fidelity standard PC software

licenses that Fidelity personnel are required to use in order to provide the

Services to Client. The "Resident Staff (as the term is defined below) will

provide operational Services (excluding support and maintenance) with respect to

such Client-Provided Software. Client shall have the right to purchase

maintenance contracts for such Client-Provided Software in its discretion.

Client represents and warrants to Fidelity that Client has the right to furnish

the Client-Provided Software, documentation and other materials furnished to be

used by Fidelity here under are free of all liens, claims, encumbrances and

other restrictions. Client will indemnify Fidelity and hold Fidelity harmless

from any loss, claim, damage or expense, including reasonable attorneys' fees,

resulting from any action brought or claim made by any third party claiming

superior title or right to protection of proprietary information in respect of

any Client-Provided Software.

5.4 INSTALLATION OF NEW SYSTEMS AND SUBSYSTEMS. Fidelity will install

regulatory changes, updates, new systems and subsystems using the Resident

Staff. Fidelity will present to Client the features of and estimated hours

required to install such systems or subsystems.

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5.5 MODIFICATIONS REQUESTED BY CLIENT. If requested by Client, Fidelity

agrees to modify the Fidelity-developed programs installed for Client by

Fidelity. Resident Staff will implement such Client-authorized modifications.

5.6 REGULATORY REPORTING REQUIREMENTS. During the Term, for no additional

fee, Fidelity agrees to modify those Fidelity-developed programs installed for

Client so that such programs will comply with the mandatory data processing

output requirements specified by federal regulatory authorities applicable to

assist Client in achieving compliance. Resident Staff will provide program

modifications necessary to meet state and local regulatory requirements at

Client's request. Client acknowledges and agrees that certain state or local

regulatory changes may require modifications to the Base Processing Software

that cannot be made by Resident Staff. In these situations, the SRO procedures

described above will be utilized to determine the scope of work required to make

such modifications. By mutual agreement of the parties, Dedicated Resources may

be used to make the modifications or Client will fund such modifications. Client

agrees to make Fidelity aware of any local or state regulatory requirements not

included in the requirements established by federal regulatory authorities.

6. EDUCATION.

During the initial Term of this Agreement (i.e., until May 31, 2005),

Fidelity will provide training to Client on new releases of the Software using a

remote electronic training method up to five (5) times for each full release of

the Base Processing Software; provided, however, that Client must use the

training for any particular release no later than ninety (90) days after general

availability of such release. Fidelity will make available to Client personnel,

its standard application software training courses, which are generally held in

Maitland, Florida. Client personnel may attend such courses, and any other

standard courses generally offered by Fidelity to its other customers, upon

payment of Fidelity's then-current published course fee (except as set forth in

Section 1.1 (d) of Exhibit C), subject to normal space availability requirements

and compliance with Fidelity's standard registration and enrollment deadlines

and procedures. Client will pay all travel and lodging expenses of its personnel

while attending Fidelity courses.

7. STAFFING; COMPUTER USE.

7.1 RESIDENT TECHNICAL STAFF. Fidelity will provide the staffing level

of technical and analyst personnel set forth in Section 5 of Exhibit C (the

"Resident Staff"). Client and Fidelity will mutually agree on the Resident

Staff. Subject to a reasonable time for replacements in the event of

resignations or terminations, Fidelity will maintain such staffing levels

throughout the Term. If Resident Staff is reduced for any period over 60 days,

the monthly fee will be reduced on a per diem basis. Duties of the Resident

Staff shall consist of installing the Software listed in Exhibit A, installing

program updates, installing new systems and subsystems, programming resulting

from regulatory changes, user interface, communication and customer service,

systems programming, attending education classes, Client meetings and research

meetings. Client-requested program modifications and general programming duties

will be provided by either Dedicated Resources or non-resident Fidelity

personnel, at Fidelity's then-current rates, if the Resident Staff is unable to

perform such duties.

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(a) Project Control - The Resident Staff will monitor any

Client-requested projects, and Fidelity will provide Client with status updates

on at least a twice a month basis.

(b) Priorities - Client shall have the right to establish all

programming and project priorities for the Resident Staff. However, changes in

priorities which require reassignment of the Resident Staff to other

responsibilities may result in an increase of the time required by Fidelity to

complete certain tasks hereunder.

(c) Resource Change Procedure - At Client's written request,

Fidelity will increase (when and as resources are available) or decrease the

Resident Staff, in accordance with the procedures described in Section 5 of

Exhibit C.

(d) Temporary Non-Resident Personnel - If Client does not wish to

re-order priorities to permit the Resident Staff to perform additional services,

or to direct Fidelity to increase the Resident Staff, Client may request

Fidelity to provide additional non-resident personnel on a temporary basis and

Fidelity will provide such non-resident personnel on an as-available basis.

Fidelity will promptly respond with a quotation for such non-resident personnel

in accordance with Section 6 of Exhibit C. If Client wishes to utilize the

Fidelity personnel services quoted, Client will notify Fidelity in writing,

authorizing Fidelity to provide such services.

7.2 SPECIAL EQUIPMENT USE. Client may use any Fidelity equipment which is

available in the Data Center, without additional charge, for the exclusive

purpose of performing non-repetitive services or for use by Client with regard

to audit or other customary and routine audit examination functions, provided

that the use of Fidelity's equipment does not materially interfere with

Fidelity's responsibilities under this Agreement. If any overtime will be

incurred by computer operators in connection with any such use of Fidelity's

equipment, Fidelity will notify Client in advance and the parties will mutually

agree on how any such overtime charges will be paid.

8. FORCE MAJEURE, TIME OF PERFORMANCE AND INCREASED COSTS AND ERROR

CORRECTION.

8.1 Neither party shall be held liable for any delay or failure in

performance of all or a portion of the Services of any part of this Agreement

from any cause beyond its reasonable control and without its fault or

negligence, including, but not limited to, acts of God, acts of civil or

military authority, government regulations, government agencies, delay or

failure to receive any required government approvals, embargoes, epidemics, war,

terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear

accidents, floods, power blackouts affecting facilities unusually severe weather

conditions, (the "Affected Performance"). Upon the occurrence of a condition

described in this Section 8.1, the party whose performance is affected shall

give written notice to the other party describing the Affected Performance, and

the parties shall promptly confer, in good faith, to agree upon equitable,

reasonable action to minimize the impact, on both parties, of such condition,

including, without limitation, implementing the disaster recovery services. The

parties agree that the party whose performance is affected shall use

commercially reasonable efforts to minimize the delay caused by the force

majeure events and recommence the Affected Performance. In the event the delay

caused by the force majeure

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event lasts for a period of more than 30 days, the parties shall negotiate an

equitable modification to this Agreement with respect to the Affected

Performance. If the parties are unable to agree upon an equitable modification

within 15 days after such 30-day period has expired, then either party shall be

entitled to serve 30 days' notice of termination on the other party with respect

to only such Affected Performance. If the Affected Performance is continuing

upon the expiration of such 30-day notice period the portion of this Agreement

relating to the Affected Performance shall automatically terminate. The

remaining portion of the Agreement that does not involve the Affected

Performance shall continue in full force and effect. In such event Fidelity

shall be entitled to be paid for that portion of the Affected Performance for

which it has completed or is in the process of completing through the

termination date.

8.2 The parties agree that timely and accurate submission of input and

output is essential to satisfactory performance under this Agreement. Fidelity's

time of performance shall be enlarged and its failure to perform shall be

excused, if and to the extent reasonably necessary, in the event that: (a)

Client fails to submit input data in the prescribed form or in accordance with

the schedules set forth in Exhibit D, (b) an act of God, malfunction of any

equipment or other cause beyond the control of Fidelity prevents timely data

processing hereunder, (c) special requests by Client or any governmental agency

authorized to regulate or supervise Client impact Fidelity's normal processing

schedule; or (d) if Client fails to provide any equipment, software, premises or

performance required of it under this Agreement and the same is necessary for

Fidelity's performance hereunder (each hereinafter a "Performance Delay Event").

If there is a Performance Delay Event, Fidelity will promptly notify Client of

the estimated impact of the Performance Delay Event on its processing schedule,

if any.

8.3 In the event of an error in processing Client's data, Fidelity

promptly will correct it. Fidelity shall correct any errors without charge to

Client unless the error was caused by the intentional act or gross negligence of

Client. Client carefully will review and inspect all reports prepared by

Fidelity, to balance promptly to the appropriate control totals and within a

reasonable time after any error or out-of-balance control totals should be

detectable. Client agrees to promptly notify Fidelity of any erroneous

processing. If Client fails to so notify Fidelity, Client shall be deemed to

have waived its rights in respect of such error and to have assumed all risks in

respect thereof.

9. TERMINATION.

9.1 TERMINATION. This Agreement, except as otherwise provided in Section

9, will continue in effect until the Expiration Date. This Agreement, including

all Exhibits, may be terminated by the permitted party giving written notice to

the other party in accordance with Section 25 and the applicable provisions of

this Section.

9.2 TERMINATION FOR CONVENIENCE BY CLIENT. At any point after May 31,

2006, Client may terminate this Agreement, in its sole and absolute discretion,

for convenience in accordance with the terms and conditions of this Section 9.2

(hereinafter, a "Termination for Convenience"). In order to exercise its right

of Termination for Convenience, Client shall: (i) give written notice to

Fidelity which shall specify an effective date of the Termination for

Convenience (the "Termination for Convenience Date"), which shall not be earlier

than January

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1, 2007 and not later than three hundred and sixty-five (365) days after the

date that Fidelity receives the notice, (ii) not be in material breach of this

Agreement at the time it gives the Termination for Convenience notice, (iii) pay

the "Buyout Amount" (as defined below) to Fidelity no later than thirty (30)

days prior to the Termination for Convenience Date; and (iv) continue to pay

Fidelity all amounts due under this Agreement from the date of its Termination

for Convenience notice through and including the Termination for Convenience

Date.

{****}

Fidelity shall accept the Buyout Amount as the full and final amount due

from Client for the remainder of the initial Term, and provided that Client has

made all payments for Services to Fidelity up to and including the Termination

for Convenience Date, Client shall have no additional financial obligation to

Fidelity above and beyond the Buyout Amount.{****}

If the Term of the Agreement is extended pursuant to Section 2, Client may

not invoke this clause during any Extended Term.

9.3 TERMINATION UPON FIDELITY'S MATERIAL BREACH. Client's right to

terminate this Agreement in accordance with this Section 9.3 shall be separate

from and in addition to Client's right to terminate this Agreement as defined

and set forth in Section 9.2. If there is a material breach by Fidelity of any

provision of this Agreement, Client shall give Fidelity written notice, and:

(a) If such breach is for Fidelity's breach of its confidentiality

obligations under Section 19, which, in the reasonable judgment of Client,

materially and adversely affects Client, Fidelity shall cure the breach within

15 days after such notice. If Fidelity does not cure such breach by such date,

or is not working diligently in good faith to cure such breach in cases where a

breach cannot reasonably be expected to be cured within 15 days, Client may, at

its sole option, elect to terminate this Agreement by giving written notice of

such election to Fidelity (the "Client Termination Election Date").{****}

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Client shall have no additional financial obligation to Fidelity after

the Termination Election Date provided that Client has made all payments to

Fidelity for Services provided by Fidelity up to and including the Client

Termination Election Date.

(b) If such breach is for any other failure by Fidelity to perform

in accordance with this Agreement which, in the reasonable judgment of Client,

materially and adversely affects Client, Fidelity shall cure such breach within

60 days after the date of such notice. If Fidelity does not cure such breach

within such period, or is not working diligently in good faith to cure such

breach in cases where a breach cannot reasonably be expected to be cured within

90 days, then Client may, at its sole option, elect to terminate this Agreement

by giving written notice of such election to Fidelity which date shall

constitute the Client Termination Election Date.{****}

(c) During the initial Term only, Client shall also have the right

to terminate this Agreement if Fidelity does not either completely resolve all

of the outstanding issues identified on Exhibit B-2 on or before December 31,

2005 or if Fidelity does not completely resolve all of the outstanding issues on

Exhibit B-3 on or before March 31, 2006 (a "Termination For Nonperformance"). In

order to exercise its right of Termination For Nonperformance, Client shall give

written notice to Fidelity which shall specify an effective date of the

Termination For Nonperformance (the "Nonperformance Termination Date"), which

shall not be less than one hundred eighty (180) days and not more than three

hundred and sixty-five (365) days after the date that Fidelity receives the

notice. Client's right to terminate this Agreement is Client's sole and

exclusive remedy in the case of a Termination for Nonperformance. Client shall

continue to pay Fidelity all amounts due under this Agreement from the date of

its Termination For Nonperformance notice through and including the

Nonperformance Termination Date. Provided that Client makes such payments,

Client shall have no additional financial obligation to Fidelity after the

Nonperformance Termination Date. In the event of a Termination For

Nonperformance, however, Client will pay Deconversion Fees.

{****}

(e) The failure of Client to exercise any right to elect to

terminate this Agreement shall not constitute a waiver of the rights granted

herein with respect to any subsequent default.

9.4 TERMINATION UPON CLIENT'S MATERIAL BREACH. In the event of the

material breach by Client of any provision of this Agreement, Fidelity shall

give Client written notice, and:

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(a) If such breach is for Client's breach of its confidentiality

obligations under Section 19 which, in the reasonable judgment of Fidelity,

materially and adversely affects Fidelity, Client shall cure the breach within

15 days after such notice. If Client does not cure such breach by such date, or

is not working diligently in good faith to cure such breach in cases where a

breach cannot reasonably be expected to be cured within 15 days, Fidelity may,

at its sole option, elect to terminate this Agreement by giving written notice

of such election to Client (the "Fidelity Termination Election Date"). In such

case, within 30 days after the Fidelity Termination Election Date, Client shall

pay Fidelity's direct out-of-pocket damages, actually incurred.

(b) If such breach is for Client's non-payment of amounts due under

this Agreement, Client shall cure the breach within 30 days after such notice.

If Client does not cure such breach by such date, Fidelity may, at its sole

option, elect to terminate this Agreement by giving written notice of such

election to Client, which shall constitute the Fidelity Termination Election

Date. In such case, within 30 days after the Fidelity Termination Election Date,

Client shall pay Fidelity the Fidelity Damages (as such term is defined below).

Client's payment of or agreement to pay interest on any amount past due shall in

no way limit or prohibit Fidelity's right to terminate this Agreement in

accordance with this Section.

(c) If such breach is for any other failure by Client to perform in

accordance with this Agreement which, in the reasonable judgment of Fidelity,

materially and adversely affects Fidelity, Fidelity may give notice of the

breach and Client shall cure such breach within 90 days after the date of such

notice. If Client does not cure such breach within such period or is not working

diligently in good faith to cure such breach in cases where a breach cannot

reasonably be expected to be cured within 90 days, then Fidelity may, at its

sole option, elect to terminate this Agreement by giving written notice of such

election to Client which date shall constitute the Fidelity Termination Election

Date. In such case, within 30 days after the Fidelity Termination Election Date,

Client shall pay Fidelity the Fidelity Damages (as such term is defined below).

{****}

<PAGE>

(iii) an amount equal to reasonable travel expenses, relocation and severance

expenses (in accordance with Fidelity's then-current policy), and incentive

payments, including, without limitation, stay bonuses (if any), (iv) the then

net book value of all software and hardware acquired by Fidelity on Client's

behalf during the Term, and (v) an amount equal to any other shut-down expenses,

including, without limitation, relating to canceling leases, licenses, and

subcontractors (collectively, the "Fidelity Damages").

(e) The failure of Fidelity to exercise any right to elect to

terminate this Agreement shall not constitute a waiver of the rights granted

herein with respect to any subsequent default.

9.5 DATA, SYSTEMS AND PROGRAMS. If this Agreement expires, or if Client

terminates by virtue of Fidelity's default, upon Client's request, Fidelity

agrees to provide to Client copies of Client's data files, records and programs

on magnetic media. Client's continued use of any Software shall be subject to

the license terms set forth in Exhibit I.

9.6 DECONVERSION FEES AND CHARGES. Except in the case of a Termination for

Convenience by Client as described in Section 9.2 or in the case of Fidelity's

material breach of this Agreement as described in Section 9.3, Client shall also

pay reasonable deconversion fees described below to Fidelity at the Expiration

Date or earlier termination of this Agreement in accordance with this Section 9.

"Deconversion Fees" {****} The Deconversion Fees include, without limitation,

relocation expenses for Resident Staff consistent with Fidelity's then-existing

policy, travel and severance expense; incentive payments (stay bonuses) to

provide for continued services of Fidelity employees through the Expiration Date

or Early Termination Date; an amount equal to any remaining book value of any

equipment and unamortized software used to provide the Services; and, any

expenses incurred in canceling leases, licenses, subcontractor or similar

agreements. Fidelity shall use its reasonable best efforts to minimize the

Deconversion Fees. Client shall pay only Deconversion Fees actually incurred by

Fidelity and only to the extent that Fidelity has not redeployed given

resources.

10. TRANSITIONAL COOPERATION.

After notice of termination and prior to the Termination Date, or for six

months prior to the Expiration Date, Fidelity agrees that:

{****}

10.2 TRANSITION. Provided that Fidelity has not terminated this Agreement

for a Client default, Fidelity will give its cooperation and support to Client

to transition to whatever method of computer processing Client may select.

Assistance in addition to the Resident Staff shall be provided at Fidelity's

then-current rates for such additional resources, and when and if such resources

are available.

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10.3 EQUIPMENT. If Client wishes to utilize equipment owned or leased by

Fidelity and installed in the Data Center after the termination or expiration of

the Agreement, Fidelity will not withdraw any such equipment without first

offering to Client, on a right of first refusal basis, the right to purchase, or

sublease such equipment. With respect to equipment leased by Fidelity, Fidelity

will allow (if and to the extent permitted by the underlying lease) Client to

sublease such equipment from Fidelity on the exact terms, conditions and costs

of the lease then in effect. In addition, upon the termination or expiration of

this Agreement, as the case may be, Client may purchase all but not less than

all of the equipment owned by Fidelity and used in the Data Center, at a price

equal to the sum of such equipment's net book value or market value, whichever

is greater. Such equipment will not be depreciated over more than a five-year

period. The initial equipment configuration is shown in Exhibit H. Such offer

will be made by Fidelity at least 90 days, and be accepted or rejected by Client

at least 60 days, prior to the termination or expiration of this Agreement.

Client may, at its option, negotiate directly with any of the owners of any

leased equipment, to establish its direct contractual relationship for any such

equipment, and Client agrees to act promptly in this regard. Fidelity

acknowledges and agrees that if Client has paid in full the purchase price for

any hardware as of the expiration or earlier termination of this Agreement, then

Client will be the owner of such Client-purchased hardware and will not be

required to make any payment to Fidelity for such hardware.

10.4 ADDITIONAL SUPPORT. Client shall have the option, exercisable within

90 days of delivery of a termination notice by either party, to request up to 90

days of additional technical support from Fidelity subsequent to the applicable

termination date. Client will pay for such support at Fidelity's then-current

hourly rates.

11. BACKUP, STORAGE, FILES AND PROGRAMS.

11.1 FILES AND PROGRAMS. Fidelity agrees to provide and maintain adequate

backup files on magnetic media of Client data and all programs utilized to

process Client's data.

11.2 STORAGE. Client agrees to provide off-site storage for backup data

files and programs. Client agrees to pick up the backup data files and programs

from the Data Center, deliver them to its off-site storage location, store them,

and return them to the Data Center pursuant to mutually agreed upon procedures

and schedules. Fidelity shall provide Client with a quarterly listing of the

names of data files and programs for verification of the items in storage.

Client is solely responsible for the physical security of such files and

programs while not in Fidelity's possession. Fidelity further agrees to assist

Client in developing a written retention schedule for backup data files and

programs.

11.3 DISASTER RECOVERY. At Client's request, Fidelity will provide

disaster recovery services to Client in accordance with terms and conditions

mutually agreed upon. The addition of disaster recovery services will be

addressed in an amendment to this Agreement.

12. EFFECTIVE PLANNING AND COMMUNICATION.

12.1 STEERING COMMITTEE. Fidelity and Client agree that effective planning

and communication are necessary to provide overall direction for Client's data

processing, and that

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each will work to promote a free and open exchange of information among Fidelity

personnel, Client senior and executive management and Client user departments.

Members of Fidelity's Data Center management team and the Resident Staff may

participate actively with Client's management and users in making and

implementing day-to-day plans for Client's data processing. In addition, a joint

information technology planning committee will be established to facilitate such

planning and to encourage a periodic review of priorities and long-term

objectives. Fidelity's Account Manager shall be a non-voting member of such

committee. In addition, if requested by Client, Fidelity's Account Manager will

serve as chairman of the information technology planning committee, and will

solicit input from the other members for appropriate agenda items. Fidelity will

maintain and distribute copies of minutes of meetings of the information

technology planning committee. Client personnel who shall be members of such

committee shall include such senior management personnel as Client deems

appropriate from time to time. The information technology planning committee

shall meet regularly (initially, once per month). Nothing herein is to be

construed to prevent or preclude the Client from meeting to address routine

operating issues which may not be part of the agenda for the planning committee.

12.2 AUDIT CONFERENCE. Fidelity will cooperate fully with Client or its

designee in connection with Client's audit functions or with regard to

examinations by regulatory authorities as such audit or examination relates to

the Services. Client acknowledges that Fidelity is not responsible for providing

audit services or for auditing Client's records or data. Following any such

audit or examination, Client will conduct (in the case of an internal audit), or

instruct its external auditors or examiners to conduct an exit conference with

Fidelity and, at such time, and as soon as available thereafter, to provide

Fidelity with a copy of the applicable portions of each report regarding

Fidelity or Fidelity's Services (whether draft or final) prepared as a result of

such audit or examination. Client also agrees to provide and to instruct its

external auditors to provide Fidelity, a copy of the portions of each written

report containing comments concerning Fidelity or the Services performed by

Fidelity pursuant to this Agreement. Client agrees that any audit or examination

shall be conducted in a manner which does not unreasonably delay, disrupt or

interfere with Fidelity's delivery of the Services to Client or the delivery by

Fidelity of services to its other customers. Furthermore, Client shall reimburse

any reasonable costs incurred by Fidelity as a result of Fidelity's cooperation

with Client's auditors or examiners, and Fidelity shall notify Client as soon as

reasonably possible if Fidelity anticipates incurring any additional costs due

to cooperation with auditors or examiners.

12.3 RELATIONSHIP MANAGEMENT. In furtherance of the relationship

established by this Agreement and the objectives of this Section 12, the parties

shall each appoint one or more relationship managers (each a "Manager") to

oversee and supervise their relationship under this Agreement. The parties may

change the person appointed as their Manager(s) at any time, upon written notice

to the other party. Fidelity appoints the On-Site Account Manager and Director

of Outsourcing - East as its Managers and Client appoints its Edward F.

Jankowski, Director of Technology and Operations, as its Manager. The Managers

will speak on a regular and frequent basis. The Managers will, during the first

year of the Term, meet at Client's facilities on at least a monthly basis and,

during the remainder of the Term, meet at Client's faciliti