EXHIBIT 10.11




                                     FORM OF
                            INDEMNIFICATION AGREEMENT




         THIS INDEMNIFICATION AGREEMENT ("Agreement") is made and entered into
as of the ____day of April____, 2004 by and among Fidelity Dividend Capital
Inc., a Maryland corporation (the "Company") and ____________________, a
director and/or officer of the Company (the "Indemnitee").

                                    RECITALS

         WHEREAS, the interpretation of statutes, regulations, Articles of
Incorporation and Bylaws regarding indemnification of directors and officers may
be too uncertain to provide such directors and officers with adequate notice of
the legal, financial and other risks to which they may be exposed by virtue of
their service as such; and

         WHEREAS, damages sought against directors and officers in shareholder
or similar litigation may be substantial, and the costs of defending such
actions and of judgments in favor of plaintiffs or of settlement therewith may
be prohibitive for individual directors and officers, without regard to the
merits of a particular action and without regard to the culpability of, or the
receipt of improper personal benefit by, any named director or officer; and

         WHEREAS, the long period of time which may elapse before final
disposition of such litigation may impose undue hardship and burden on a
director or officer or his estate in maintaining a proper and adequate defense
of himself or his estate against claims for damages; and

         WHEREAS, the Company is organized under the Maryland General
Corporation Law (the "MGCL"), and Section 2-418 of the MGCL empowers
corporations to indemnify and advance expenses of litigation to a person serving
as a director, officer, employee or agent of a corporation and to persons
serving at the request of the corporation, while a director of a corporation, as
a director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan, and further provides that the indemnification and
advancement of expenses set forth in the MGCL are not "exclusive of any other
rights, by indemnification or otherwise, to which a director may be entitled
under the charter, the bylaws, a resolution of stockholders or directors, an
agreement or otherwise, both as to action in an official capacity and as to
action in another capacity while holding such office"; and

         WHEREAS, the Articles of Incorporation of the Company, as they may be
amended or amended and restated from time to time (the "Articles of
Incorporation"), provide that the Company shall indemnify and hold harmless
directors, advisors, or affiliates, as such terms are defined in the Articles of
Incorporation; and

         WHEREAS, the Board of Directors of the Company (the "Board") has
concluded that it is reasonable and prudent for the Company to enter into an
agreement to indemnify in a reasonable and adequate manner the Indemnitee and to
assume for itself maximum liability for expenses and damages in connection with
claims lodged against him for his decisions and actions as a director and/or
officer of the Company; and

         NOW, THEREFORE, in consideration of the foregoing, and of other good
and valuable consideration, the receipt and sufficiency of which is acknowledged
by each of the parties hereto, the parties agree as follows:



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                                    ARTICLE I
                                   DEFINITIONS


For purposes of this Agreement, the following terms shall have the meanings set
forth below:

         Section 1.1 "Board" shall mean the Board of Directors of the Company.

         Section 1.2 "Change in Control" shall mean a change in the ownership or
power to direct the Voting Securities of the Company or the acquisition by a
person not affiliated with the Company of the ability to direct the management
of the Company.

         Section 1.3 "Corporate Status" shall mean the status of a person who is
or was a director or officer of the Company, or a member of any committee of the
Board, and the status of a person who, while a director or officer of the
Company, is or was serving at the request of the Company as a director, officer,
partner (including service as a general partner of any limited partnership),
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other incorporated or unincorporated entity
or enterprise or employee benefit plan.

         Section 1.4 "Disinterested Director" shall mean a director of the
Company who neither is nor was a party to the Proceeding in respect of which
indemnification is being sought by the Indemnitee.

         Section 1.5 "Expenses" shall mean without limitation expenses of
Proceedings including all attorneys' fees, retainers, court costs, transcript
costs, fees of experts, investigation fees and expenses, accounting and witness
fees, travel expenses, duplicating costs, printing and binding costs, telephone
charges, postage, delivery service fees and all other disbursements or expenses
of the types customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating or being or preparing to be a
witness in a Proceeding.

         Section 1.6 "Good Faith Act or Omission" shall mean an act or omission
of the Indemnitee reasonably believed by the Indemnitee to be in or not opposed
to the best interests of the Company and other than (i) one involving negligence
or misconduct, or, if the Indemnitee is an independent director, one involving
gross negligence or willful misconduct; (ii) one that was material to the loss
or liability and that was committed in bad faith or that was the result of
active or deliberate dishonesty; (iii) one from which the Indemnitee actually
received an improper personal benefit in money, property or services; or (iv) in
the case of a criminal Proceeding, one as to which the Indemnitee had cause to
believe his conduct was unlawful.

        Section 1.7 "Liabilities" shall mean liabilities of any type whatsoever,
including, without limitation, any judgments, fines, excise taxes and penalties
under the Employee Retirement Income Security Act of 1974, as amended, penalties
and amounts paid in settlement (including all interest, assessments and other
charges paid or payable in connection with or in respect of such judgments,
fines, penalties or amounts paid in settlement) in connection with the
investigation, defense, settlement or appeal of any Proceeding or any claim,
issue or matter therein.

         Section 1.8 "Proceeding" shall mean any threatened, pending or
completed action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing or any other actual, threatened or
completed proceeding whether civil, criminal, administrative or investigative,
or any appeal therefrom.

         Section 1.9 "Voting Securities" shall mean any securities of the
Company that are entitled to vote generally in the election of directors.




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                                   ARTICLE II
                            TERMINATION OF AGREEMENT

         This Agreement shall continue until, and terminate upon the later to
occur of (i) the death of the Indemnitee; or (ii) the final termination of all
Proceedings (including possible Proceedings) in respect of which the Indemnitee
is granted rights of indemnification or advancement of Expenses hereunder and of
any proceeding commenced by the Indemnitee regarding the interpretation or
enforcement of this Agreement.

                                   ARTICLE III
                  SERVICE BY INDEMNITEE, NOTICE OF PROCEEDINGS
                              AND DEFENSE OF CLAIMS

         Section 3.1 Notice of Proceedings. The Indemnitee agrees to notify the
Company promptly in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any
Proceeding or matter which may be subject to indemnification or advancement of
Expenses covered hereunder, but the Indemnitee's omission to so notify the
Company shall not relieve the Company from any liability which it may have to
the Indemnitee under this Agreement.

         Section 3.2 Defense of Claims. The Company will be entitled to
participate, at its own expense, in any Proceeding of which it has notice. The
Company jointly with any other indemnifying party similarly notified of any
Proceeding will be entitled to assume the defense of the Indemnitee therein,
with counsel reasonably satisfactory to the Indemnitee; provided, however, that
the Company shall not be entitled to assume the defense of the Indemnitee in any
Proceeding if there has been a Change in Control or if the Indemnitee has
reasonably concluded that there may be a conflict of interest between the
Company and the Indemnitee with respect to such Proceeding. The Company will not
be liable to the Indemnitee under this Agreement for any Expenses incurred by
the Indemnitee in connection with the defense of any Proceeding, other than
reasonable costs of investigation or as otherwise provided below, after notice
from the Company to the Indemnitee of its election to assume the defense of the
Indemnitee therein. The Indemnitee shall have the right to employ his own
counsel in any such Proceeding, but the fees and expenses of such counsel
incurred after notice from the Company of its assumption of the defense thereof
shall be at the expense of the Indemnitee unless (i) the employment of counsel
by the Indemnitee has been authorized by the Company; (ii) the Indemnitee shall
have reasonably concluded that counsel employed by the Company may not
adequately represent the Indemnitee and shall have so informed the Company; or
(iii) the Company shall not in fact have employed counsel to assume the defense
of the Indemnitee in such Proceeding or the counsel employed by the Company
shall not, in fact, have assumed such defense or such counsel shall not be
acting, in connection therewith, with reasonable diligence; and in each such
case the fees and expenses of the Indemnitee's counsel shall be advanced by the
Company in accordance with this Agreement.

         Section 3.3 Settlement of Claims. The Company shall not settle any
Proceeding in any manner, which would impose any liability, penalty or
limitation on the Indemnitee without the written consent of the Indemnitee;
provided, however, that the Indemnitee will not unreasonably withhold or delay
consent to any proposed settlement. The Company shall not be liable to indemnify
the Indemnitee under this Agreement or otherwise for any amounts paid in
settlement of any Proceeding effected by the Indemnitee without the Company's
written consent, which consent shall not be unreasonably withheld or delayed.

                                   ARTICLE IV
                                 INDEMNIFICATION

         Section 4.1 General. Upon the terms and subject to the conditions set
forth in this Agreement, the Company shall hold harmless and indemnify the
Indemnitee against any and all Liabilities actually incurred by or for him in
connection with any Proceeding (whether the Indemnitee is or becomes a party, a
witness or otherwise is a participant in any role) to the fullest extent
required or permitted by the Articles of Incorporation and by applicable law in
effect on the date hereof and to such greater extent as applicable law may
hereafter from time to time permit. For all matters for which the Indemnitee is
entitled to indemnification under this Article IV, the Indemnitee shall be
entitled to advancement of Expenses in accordance with Article V hereof.



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         Section 4.2 Proceeding Other Than a Proceeding by or in the Right of
the Company. If the Indemnitee was or is a party or is threatened to be made a
party to any Proceeding (whether the Indemnitee is or becomes a party, a witness
or otherwise is a participant in any role) (other than a Proceeding by or in the
right of the Company) by reason of his Corporate Status, or by reason of alleged
action or inaction by him in any such capacity, the Company shall, subject to
the limitations set forth in Section 4.3 below, hold harmless and indemnify him
against any and all Expenses and Liabilities actually and reasonably incurred by
or for the Indemnitee in connection with the Proceeding if the act(s) or
comission(s) of the Indemnitee giving rise thereto were Good Faith Act(s) or
Omission(s).

         Section 4.3 Proceedings by or in the Right of the Company. If the
Indemnitee, by reason of his Corporate Status, or by reason of alleged action or
inaction by him in such capacity, was or is a party or is threatened to be made
a party to any Proceeding (whether the Indemnitee is or becomes a party, a
witness or otherwise is a participant in any role) by or in the right of the
Company, then the Company shall, subject to the limitations set forth in Section
4.6 below, hold harmless and indemnify him against any and all Expenses actually
incurred by or for him in connection with the investigation, defense, settlement
or appeal of such Proceeding if the act(s) or omission(s) of the Indemnitee
giving rise to the Proceeding were Good Faith Act(s) or Omission(s); except that
no indemnification under this Section 4.3 shall be made in respect of any claim,
issue or matter as to which the Indemnitee shall have been finally adjudged to
be liable to the Company, unless a court of appropriate jurisdiction (including,
but not limited to, the court in which such Proceeding was brought) shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, regardless of whether the
Indemnitee's act(s) or omission(s) were found to be a Good Faith Act(s) or
Omission(s), the Indemnitee is fairly and reasonably entitled to indemnification
for such Expenses which such court shall deem proper.

         Section 4.4 Indemnification of a Party Who is Wholly or Partly
Successful. Notwithstanding any other provision of this Agreement, to the extent
that the Indemnitee is, by reason of the Indemnitee's Corporate Status, a party
to and is successful, on the merits or otherwise, in any Proceeding, the
Indemnitee shall be indemnified by the Company to the maximum extent consistent
with applicable law, against all Expenses and Liabilities actually incurred by
or for him in connection therewith. If the Indemnitee is not wholly successful
in such Proceeding but is successful, on the merits or otherwise, as to one or
more but less than all claims, issues or matters in such Proceeding, the Company
shall hold harmless and indemnify the Indemnitee to the maximum extent
consistent with applicable law, against all Expenses and Liabilities actually
and reasonably incurred by or for him in connection with each successfully
resolved claim, issue or matter in such Proceeding. Resolution of a claim, issue
or matter by dismissal, with or without prejudice, except as provided in Section
4.5 hereof, shall be deemed a successful result as to such claim, issue or
matter, so long as there has been no finding (either adjudicated or pursuant to
Article VI hereof) that the act(s) or omission(s) of the Indemnitee giving rise
thereto were not a Good Faith Act(s) or Omission(s).

         Section 4.5 Indemnification for Expenses as Witness. Notwithstanding
any other provision of this Agreement, to the extent that the Indemnitee, by
reason of the Indemnitee's Corporate Status, has prepared to serve or has served
as a witness in any Proceeding, or has participated in discovery proceedings or
other trial preparation, the Indemnitee shall be held harmless and indemnified
against all Expenses actually and reasonably incurred by or for him in
connection therewith.

         Section 4.6 Specific Limitations on Indemnification. In addition to the
other limitations set forth in this Article IV, and notwithstanding anything in
this Agreement to the contrary, the Company shall not be obligated under this
Agreement to make any payment to the Indemnitee for indemnification with respect
to any Proceeding:

         (a) To the extent that payment is actually made to the Indemnitee under
any insurance policy or is made on behalf of the Indemnitee by or on behalf of
the Company otherwise than pursuant to this Agreement.



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<PAGE>


         (b) If a court in such Proceeding has entered a judgment or other
adjudication which is final and has become non-appealable and establishes that a
claim of the Indemnitee for such indemnification arose from: (i) a breach by the
Indemnitee of the Indemnitee's duty of loyalty to the Company or its
shareholders; (ii) acts or omissions of the Indemnitee that are not Good Faith
Acts or Omissions or which are the result of active and deliberate dishonesty;
(iii) acts or omissions of the Indemnitee which the Indemnitee had reasonable
cause to believe were unlawful; or (iv) a transaction in which the Indemnitee
actually received an improper personal benefit in money, property or service.

         (c) If there has been no Change in Control, for Liabilities in
connection with Proceedings settled without the consent of the Company, which
consent, however, shall not be unreasonably withheld.

         (d) For any loss or liability arising from an alleged violation of
federal or state securities laws unless one or more of the following conditions
are met: (i) there has been a successful adjudication on the merits of each
count involving alleged securities law violations as to the Indemnitee, (ii)
such claims have been dismissed with prejudice on the merits by a court of
competent jurisdiction as to the Indemnitee; or (iii) a court of competent
jurisdiction approves a settlement of the claims against the Indemnitee and
finds that indemnification of the settlement and the related costs should be
made, and the court considering the request for indemnification has been advised
of the position of the Securities and Exchange Commission and of the published
position of any state securities regulatory authority in which securities of the
Company were offered or sold as to indemnification for violations of securities
laws.


                                    ARTICLE V
                             ADVANCEMENT OF EXPENSES

         Notwithstanding any provision to the contrary in Article VI hereof, the
Company shall advance to the Indemnitee all Expenses which, by reason of the
Indemnitee's Corporate Status, were incurred by or for him in connection with
any Proceeding for which the Indemnitee is entitled to indemnification pursuant
to Article IV hereof, in advance of the final disposition of such Proceeding,
provided that all of the following are satisfied: (i) the Indemnitee was made a
party to the proceeding by reason of his service as a director or officer of the
Company, (ii) the Indemnitee provides the Company with written affirmation of
his good faith belief that he has met the standard of conduct necessary for
indemnification by the Company pursuant to Article IV hereof, (iii) the
Indemnitee provides the Company with a written agreement (the "Undertaking") to
repay the amount paid or reimbursed by the Company, together with the applicable
legal rate of interest thereon, if it is ultimately determined that the
Indemnitee did not comply with the requisite standard of conduct, and (iv) the
legal proceeding was initiated by a third party who is not a stockholder of the
Company or, if by a stockholder of the Company acting in his or her capacity as
such, a court of competent jurisdiction approves such advancement. The
Indemnitee shall be required to execute and submit the Undertaking to repay
Expenses advanced in the form of Exhibit A attached hereto or in such form as
may be required under applicable law as in effect at the time of execution
thereof. The Undertaking shall reasonably evidence the Expenses incurred by or
for the Indemnitee and shall contain the written affirmation by the Indemnitee,
described above, of his good faith belief that the standard of conduct necessary
for indemnification has been met. The Company shall advance such expenses within
five (5) business days after the receipt by the Company of the Undertaking. The
Indemnitee hereby agrees to repay any Expenses advanced hereunder if it shall
ultimately be determined that the Indemnitee is not entitled to be indemnified
against such Expenses. Any advances and the undertaking to repay pursuant to
this Article V shall be unsecured.


                                   ARTICLE VI
               PROCEDURE FOR PAYMENT OF LIABILITIES; DETERMINATION
                           OF RIGHT TO INDEMNIFICATION

         Section 6.1 Procedure for Payment. To obtain indemnification for
Liabilities under this Agreement, the Indemnitee shall submit to the Company a
written request for payment, including with such request such documentation as
is reasonably available to the Indemnitee and reasonably necessary to determine




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whether, and to what extent, the Indemnitee is entitled to indemnification and
payment hereunder. The Secretary of the Company, or such other person as shall
be designated by the Board of Directors, promptly upon receipt of a request for
indemnification shall advise the Board of Directors, in writing, of such
request. Any indemnification payment due hereunder shall be paid by the Company
no later than five (5) business days following the determination, pursuant to
this Article VI, that such indemnification payment is proper hereunder.

         Section 6.2 No Determination Necessary when the Indemnitee was
Successful. To the extent the Indemnitee has been successful, on the merits or
otherwise, in defense of any Proceeding referred to in Sections 4.2 or 4.3 above
or in the defense of any claim, issue or matter described therein, the Company
shall indemnify the Indemnitee against Expenses actually and reasonably incurred
by or for him in connection with the investigation, defense or appeal of such
Proceeding.

         Section 6.3 Determination of Good Faith Act or Omission. In the event
that Section 6.2 is inapplicable, the Company also shall hold harmless and
indemnify the Indemnitee unless the Company shall prove by clear and convincing
evidence to a forum listed in Section 6.4 below that the act(s) or omission(s)
of the Indemnitee giving rise to the Proceeding were not Good Faith Act(s) or
Omission(s).

         Section 6.4 Forum for Determination. The Indemnitee shall be entitled
to select from among the following the forums, in which the validity of the
Company's claim under Section 6.3, that the Indemnitee is not entitled to
indemnification will be heard:

         (a) A quorum of the Board consisting of Disinterested Directors;

         (b) Legal counsel selected by the Indemnitee, subject to the approval
of the Board, which approval shall not be unreasonably delayed or denied, which
counsel shall make such determination in a written opinion; or

         (c) A panel of three arbitrators, one of whom is selected by the
Company, another of whom is selected by the Indemnitee and the last of whom is
selected jointly by the first two arbitrators so selected. As soon as
practicable, and in no event later than thirty (30) days after written notice of
the Indemnitee's choice of forum pursuant to this Section 6.4, the Company
shall, at its own expense, submit to the selected forum in such manner as the
Indemnitee or the Indemnitee's counsel may reasonably request, its claim that
the Indemnitee is not entitled to indemnification, and the Company shall act in
the utmost good faith to assure the Indemnitee a complete opportunity to defend
against such claim. The fees and expenses of the selected forum in connection
with making the determination contemplated hereunder shall be paid by the
Company. If the Company shall fail to submit the matter to the selected forum
within thirty (30) days after the Indemnitee's written notice or if the forum so
empowered to make the determination shall have failed to make the requested
determination within thirty (30) days after the matter has been submitted to it
by the Company, the requisite determination that the Indemnitee has the right to
indemnification shall be deemed to have been made.

         Section 6.5 Right to Appeal. Notwithstanding a determination by any
forum listed in Section 6.4 above that the Indemnitee is not entitled to
indemnification with respect to a specific Proceeding, the Indemnitee shall have
the right to apply to the court in which that Proceeding is or was pending, or
to any other court of competent jurisdiction, for the purpose of enforcing the
Indemnitee's right to indemnification pursuant to this Agreement. Such
enforcement action shall consider the Indemnitee's entitlement to
indemnification de novo, and the Indemnitee shall not be prejudiced by reason of
a prior determination that the Indemnitee is not entitled to indemnification.
The Company shall be precluded from asserting that the procedures and
presumptions of this Agreement are not valid, binding and enforceable. The
Company further agrees to stipulate in any such judicial proceeding that the
Company is bound by all the provisions of this Agreement and is precluded from
making any assertion to the contrary.

         Section 6.6 Right to Seek Judicial Determination. Notwithstanding any
other provision of this Agreement to the contrary, at any time after sixty (60)
days after a request for indemnification has been made to the Company (or upon
earlier receipt of written notice that a request for indemnification has been




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rejected) and within one (1) year after the making of such indemnification
request, the Indemnitee may petition a court of competent jurisdiction, whether
or not the court has jurisdiction over, or is the forum in which is pending, the
Proceeding, to determine whether the Indemnitee is entitled to indemnification
hereunder, and such court thereupon shall have the exclusive authority to make
such determination, unless and until such court dismisses or otherwise
terminates the Indemnitee's action without having made such determination. The
court, as petitioned, shall make an independent determination of whether the
Indemnitee is entitled to indemnification hereunder, without regard to any prior
determination in any other forum as provided hereby.

         Section 6.7 Expenses under this Agreement. Notwithstanding any other
provision in this Agreement to the contrary, the Company shall indemnify the
Indemnitee against all Expenses incurred by the Indemnitee in connection with
any hearing or proceeding under this Section VI involving the Indemnitee and
against all Expenses incurred by the Indemnitee in connection with any other
action between the Company and the Indemnitee involving the interpretation or
enforcement of the rights of the Indemnitee under this Agreement, even if it is
finally determined that the Indemnitee is not entitled to indemnification in
whole or in part hereunder.


                                   ARTICLE VII
                 PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS

         Section 7.1 Burden of Proof. In making a determination with respect to
entitlement to indemnification hereunder, the person, persons, entity or
entities making such determination shall presume that the Indemnitee is entitled
to indemnification under this Agreement and the Company shall have the burden of
proof to overcome that presumption.

         Section 7.2 Effect of Other Proceedings. The termination of any
Proceeding or of any claim, issue or matter therein, by judgment, order or
settlement shall not create a presumption that the act(s) or omission(s) giving
rise to the Proceeding were not Good Faith Act(s) or Omission(s). The
termination of any Proceeding by conviction, or upon a plea of nolo contendere,
or its equivalent, or an entry of an order of probation prior to judgment, shall
create a rebuttable presumption that the act(s) or omission(s) of the Indemnitee
giving rise to the Proceeding were not Good Faith Act(s) or Omission(s).

         Section 7.3 Reliance as Safe Harbor. For purposes of any determination
of whether any act or omission of the Indemnitee was a Good Faith Act or
Omission, each act of the Indemnitee shall be deemed to be a Good Faith Act or
Omission if the Indemnitee's action is based on the records or books of accounts
of the Company, including financial statements, or on information supplied to
the Indemnitee by the officers of the Company in the course of their duties, or
on the advice of legal counsel for the Company or on information or records
given or reports made to the Company by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by
the Company. The provisions of this Section 7.3 shall not be deemed to be
exclusive or to limit in any way the other circumstances in which the Indemnitee
may be deemed to have met the applicable standard of conduct set forth in this
Agreement or under applicable law.

         Section 7.4 Actions of Others. The knowledge and/or actions, or failure
to act, of any other director, officer, agent or employee of the Company shall
not be imputed to the Indemnitee for purposes of determining the right to
indemnification under this Agreement.

                                  ARTICLE VIII
                                    INSURANCE

         In the event that the Company maintains officers' and directors' or
similar liability insurance to protect itself and any director or officer of the
Company against any expense, liability or loss, such insurance shall cover the
Indemnitee to at least the same degree as each other director and/or officer of
the Company.



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                                   ARTICLE IX
                                  MISCELLANEOUS

         Section 9.1 Non-Exclusivity. The rights of the Indemnitee hereunder
shall not be deemed exclusive of any other rights to which the Indemnitee may at
any time be entitled under any provision of law, the Articles of Incorporation,
the Bylaws of the Company, as the same may be in effect from time to time, any
agreement, a vote of shareholders of the Company or a resolution of directors of
the Company or otherwise, and to the extent that during the term of this
Agreement the rights of the then-existing directors and officers of the Company
are more favorable to such directors or officers than the rights currently
provided to the Indemnitee under this Agreement, the Indemnitee shall be
entitled to the full benefits of such more favorable rights. No amendment,
alteration, rescission or replacement of this Agreement or any provision hereof
which would in any way limit the benefits and protections afforded to an
Indemnitee hereby shall be effective as to such Indemnitee with respect to any
action or inaction by such Indemnitee in the Indemnitee's Corporate Status prior
to such amendment, alteration, rescission or replacement.

         Section 9.2 Subrogation. In the event of any payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of the Indemnitee, who shall execute all documents
required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit
to enforce such rights.

         Section 9.3 Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (i) if delivered by hand, by courier or by telegram and receipted for
by the party to whom said notice or other communication shall have been directed
at the time indicated on such receipt; (ii) if by facsimile at the time shown on
the confirmation of such facsimile transmission; or (iii) if by U.S. certified
or registered mail, with postage prepaid, on the third business day after the
date on which it is so mailed:

         If to the Indemnitee, as shown with the Indemnitee's signature below.

         If to the Company, to:

                                    Fidelity Dividend Capital Inc.
                                    Suite 52-A Smoke Ridge Rd.
                                    Queensbury, N.Y. 12804
                                    Attention: President
                                    Facsimile No. (518) 743-9992

or to such other address as may have been furnished to the Indemnitee by the
Company or to the Company by the Indemnitee, as the case may be.

         Section 9.4 Governing Law. The parties agree that this Agreement shall
be governed by, and construed and enforced in accordance with, the substantive
laws of the State of Maryland, without application of the conflict of laws
principles thereof.

         Section 9.5 Binding Effect. Except as otherwise provided in this
Agreement, this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal
representatives and permitted assigns. The Company shall require any successor
or assignee (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of its respective assets or business, by
written agreement in form and substance reasonably satisfactory to the
Indemnitee, to assume and agree to be bound by and to perform this Agreement in
the same manner and to the same extent as the Company would be required to
perform absent such succession or assignment.

         Section 9.6 Waiver. No termination, cancellation, modification,
amendment, deletion, addition or other change in this Agreement, or any
provision hereof, or waiver of any right or remedy herein, shall be effective
for any purpose unless specifically set forth in a writing signed by the party
or parties to be bound thereby. The waiver of any right or remedy with respect
to any occurrence on one occasion shall not be deemed a waiver of such right or
remedy with respect to such occurrence on any other occasion.



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         Section 9.7 Entire Agreement. This Agreement, constitutes the entire
agreement and understanding among the parties hereto in reference to the subject
matter hereof; provided, however, that the parties acknowledge and agree that
the Articles of Incorporation of the Company contain provisions on the subject
matter hereof and that this Agreement is not intended to, and does not, limit
the rights or obligations of the parties hereto pursuant to such Articles of
Incorporation.

         Section 9.8 Titles. The titles to the articles and sections of this
Agreement are inserted for convenience of reference only and should not be
deemed a part hereof or affect the construction or interpretation of any
provisions hereof.

         Section 9.9 Invalidity of Provisions. Every provision of this Agreement
is severable, and the invalidity or unenforceability of any term or provision
shall not effect the validity or enforceability of the remainder of this
Agreement.

         Section 9.10 Pronouns and Plurals. Whenever the context may require,
any pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs
shall include the plural and vice versa.

         Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together constitute one agreement binding on all the parties hereto.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

FIDELITY DIVIDEND CAPITAL INC.

By:
     ---------------------------
Name:
     ---------------------------
Title: President



By:
      --------------------------

Name:
     ---------------------------
Title: Executive Vice-President



INDEMNITEE


--------------------------------
(Name)



                                      -9-
<PAGE>




                                    EXHIBIT A

                 FORM OF UNDERTAKING TO REPAY EXPENSES ADVANCED

The Board of Directors of Fidelity Dividend Capital Inc.

Re: Undertaking to Repay Expenses Advanced

Ladies and Gentlemen:

         This undertaking is being provided pursuant to that certain
Indemnification Agreement dated the ____ day of May, 2004, by and among Fidelity
Dividend Capital Inc. and the undersigned Indemnitee (the "Indemnification
Agreement"), pursuant to which I am entitled to advancement of expenses in
connection with [Description of Proceeding] (the "Proceeding").

         Terms used herein and not otherwise defined shall have the meanings
specified in the Indemnification Agreement.

         I am subject to the Proceeding by reason of my Corporate Status or by
reason of alleged actions or omissions by me in such capacity. During the period
of time to which the Proceeding relates I was _____________________ [name of
office(s) held] of Fidelity Dividend Capital Inc. Pursuant to Article IV of the
Indemnification Agreement, the Company is obligated to reimburse me for Expenses
that are actually and reasonably incurred by or for me in connection with the
Proceeding, provided that I execute and submit to the Company an Undertaking in
which (i) I undertake to repay any Expenses paid by the Company on my behalf,
together with the applicable legal rate of interest thereon, if it shall be
ultimately determined that I am not entitled to be indemnified thereby against
such Expenses; (ii) I affirm my good faith belief that I have met the standard
of conduct necessary for indemnification; and (iii) I reasonably evidence the
Expenses incurred by or for me.


[Description of expenses incurred by or for Indemnitee]

         This letter shall constitute my undertaking to repay to the Company any
Expenses paid by it on my behalf, together with the applicable legal rate of
interest thereon, in connection with the Proceeding if it is ultimately
determined that I am not entitled to be indemnified with respect to such
Expenses as set forth above. I hereby affirm my good faith belief that I have
met the standard of conduct necessary for indemnification and that I am entitled
to such indemnification.


                                         ------------------------------------
                                         Signature

                                         ------------------------------------
                                         Name

                                         ------------------------------------
                                         Date




                                      -10-
<PAGE>