##### 



BANKING INFORMATION TECHNOLOGY
SERVICES AGREEMENT

BETWEEN

FIDELITY INFORMATION SERVICES, INC.

and

RIGGS BANK N.A.





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TABLE OF CONTENTS

|          |  |                               |  |  |    |  |  |                                                         |  |  |      |  | 
|--------- |  | ----------------------------- |  |  | -- |  |  | ------------------------------------------------------- |  |  | ---- |  | 
|          |  |                               |  |  |    |  |  |                                                         |  |  | Page
|          |  |                               |  |  |    |  |  |                                                         |  |  |     
|ARTICLE 1 |  | RECITALS AND DEFINITIONS      |  |  | 1  | 
|ARTICLE 2 |  | TERM AND TERMINATION SERVICES |  |  | 1  | 
|ARTICLE 3 |  | SERVICES                      |  |  | 2  | 
|          |  |                               |  |  | a. |  |  | Commencement and Performance                            |  |  | 2    | 
|          |  |                               |  |  | b. |  |  | Non-Exclusive                                           |  |  | 2    | 
|          |  |                               |  |  | a. |  |  | Service Levels                                          |  |  | 3    | 
|          |  |                               |  |  | b. |  |  | Modification of Service Levels and Performance Credits  |  |  | 3    | 
|          |  |                               |  |  | c. |  |  | Monitoring and Reporting                                |  |  | 3    | 
|          |  |                               |  |  | d. |  |  | Performance Credits and Earnbacks                       |  |  | 3    | 
|          |  |                               |  |  | e. |  |  | Service Level Analysis and Resolution                   |  |  | 4    | 
|          |  |                               |  |  | a. |  |  | Background                                              |  |  | 4    | 
|          |  |                               |  |  | b. |  |  | Process of Engagement                                   |  |  | 4    | 
|          |  |                               |  |  | a. |  |  | Additional Affiliates                                   |  |  | 4    | 
|          |  |                               |  |  | b. |  |  | Divestiture of Affiliates                               |  |  | 5    | 
|          |  |                               |  |  | a. |  |  | Change Control Procedures                               |  |  | 5    | 
|          |  |                               |  |  | b. |  |  | Authorized Riggs Representatives                        |  |  | 6    | 
|          |  |                               |  |  | a. |  |  | Employees                                               |  |  | 6    | 
|          |  |                               |  |  | b. |  |  | Fidelity Data Centers                                   |  |  | 7    | 
|          |  |                               |  |  | c. |  |  | Efficient Use of Resources                              |  |  | 7    | 
|          |  |                               |  |  | d. |  |  | Correction of Errors                                    |  |  | 7    | 
|          |  |                               |  |  | e. |  |  | Internal Controls                                       |  |  | 7    | 
|          |  |                               |  |  | f. |  |  | Compliance                                              |  |  | 7    | 
|          |  |                               |  |  | g. |  |  | No Infringement                                         |  |  | 8    | 
|          |  |                               |  |  | h. |  |  | Services                                                |  |  | 8    | 
|          |  |                               |  |  | i. |  |  | Regulatory Approvals                                    |  |  | 8    | 
|          |  |                               |  |  | j. |  |  | Fidelity Resources                                      |  |  | 8    | 
|          |  |                               |  |  | k. |  |  | Viruses                                                 |  |  | 8    | 
|          |  |                               |  |  | l. |  |  | Fidelity Designated Environment                         |  |  | 9    | 
|          |  |                               |  |  | m. |  |  | Functionality, Performance, Capabilities, etc.          |  |  | 9    | 
|          |  |                               |  |  | n. |  |  | Functionality, Performance, etc.                        |  |  | 9    | 
|          |  |                               |  |  | o. |  |  | Enhancements                                            |  |  | 9    | 
|          |  |                               |  |  | p. |  |  | Additional Services Offering                            |  |  | 9    | 
|          |  |                               |  |  | q. |  |  | Fidelity Modifications/Changes to the Fidelity Software |  |  | 10   | 
|          |  |                               |  |  | r. |  |  | Substitution or Replacement of Riggs Software           |  |  | 10   | 
|          |  |                               |  |  | a. |  |  | Data and Errors                                         |  |  | 10   | 
|          |  |                               |  |  | b. |  |  | RESERVED                                                |  |  | 10   | 
|          |  |                               |  |  | c. |  |  | Discretionary Issues                                    |  |  | 10   | 
|          |  |                               |  |  | d. |  |  | Fidelity Modification/Changes to the Fidelity Software  |  |  | 11   | 
|          |  |                               |  |  | e. |  |  | Compliance                                              |  |  | 11   | 
|          |  |                               |  |  | f. |  |  | No Infringement                                         |  |  | 11   | 
|          |  |                               |  |  | g. |  |  | Viruses                                                 |  |  | 11   | 
|          |  |                               |  |  | h. |  |  | Regulatory Approvals                                    |  |  | 12   | 
|          |  |                               |  |  | a. |  |  | Updates                                                 |  |  | 12   | 
|          |  |                               |  |  | b. |  |  | Discrepancies                                           |  |  | 12   | 
|          |  |                               |  |  | a. |  |  | Designation of Contractors and Subcontractors           |  |  | 12   | 
|          |  |                               |  |  | b. |  |  | Responsibility of the Parties                           |  |  | 13   | 
|          |  |                               |  |  | c. |  |  | Replacement                                             |  |  | 13   | 
|ARTICLE 4 |  | CHARGES AND PAYMENTS          |  |  | 13 | 
|          |  |                               |  |  | a. |  |  | Integration of Charges                                  |  |  | 14   | 
|          |  |                               |  |  | b. |  |  | Resolution of Additional Services Determination         |  |  | 14   | 
|          |  |                               |  |  | a. |  |  | Payment of Disputed Amounts                             |  |  | 14   | 
|          |  |                               |  |  | b. |  |  | Escrow of Disputed Amounts                              |  |  | 14   | 

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|           |  |                                |  |  |    |  |  |  |                                                                           |  |      |    | 
|---------- |  | ------------------------------ |  |  | -- |  |  |  | ------------------------------------------------------------------------- |  | ---- | -- | 
|           |  |                                |  |  |    |  |  |  |                                                                           |  | Page
|           |  |                                |  |  |    |  |  |  |                                                                           |  |     
|           |  |                                |  |  | a. |  |  |  | Inclusive Taxes                                                           |  |      | 15 | 
|           |  |                                |  |  | b. |  |  |  | Taxes on the Services                                                     |  |      | 15 | 
|           |  |                                |  |  | c. |  |  |  | Cooperation                                                               |  |      | 15 | 
|ARTICLE 5  |  | AUDITS                         |  |  | 15 | 
|ARTICLE 6  |  | MANAGEMENT AND HUMAN RESOURCES |  |  | 18 | 
|           |  |                                |  |  | a. |  |  |  | Selection                                                                 |  |      | 18 | 
|           |  |                                |  |  | b. |  |  |  | Term                                                                      |  |      | 18 | 
|           |  |                                |  |  | c. |  |  |  | Removal                                                                   |  |      | 19 | 
|           |  |                                |  |  | a. |  |  |  | Selection                                                                 |  |      | 19 | 
|           |  |                                |  |  | b. |  |  |  | Term                                                                      |  |      | 19 | 
|           |  |                                |  |  | c. |  |  |  | Removal                                                                   |  |      | 20 | 
|ARTICLE 7  |  | TRADEMARKS AND MARKETING       |  |  | 20 | 
|ARTICLE 8  |  | INTELLECTUAL PROPERTY RIGHTS   |  |  | 20 | 
|ARTICLE 9  |  | CONFIDENTIALITY                |  |  | 23 | 
|ARTICLE 10 |  | COVENANTS                      |  |  | 26 | 
|ARTICLE 11 |  | REPRESENTATIONS AND WARRANTIES |  |  | 27 | 
|           |  |                                |  |  | a. |  |  |  | Authority                                                                 |  |      | 27 | 
|           |  |                                |  |  | b. |  |  |  | Authorized Agreement                                                      |  |      | 27 | 
|           |  |                                |  |  | c. |  |  |  | No Default                                                                |  |      | 27 | 
|           |  |                                |  |  | d. |  |  |  | Sufficient Rights                                                         |  |      | 27 | 
|           |  |                                |  |  | e. |  |  |  | No Infringement                                                           |  |      | 27 | 
|           |  |                                |  |  | a. |  |  |  | Authority                                                                 |  |      | 27 | 
|           |  |                                |  |  | b. |  |  |  | Authorized Agreement                                                      |  |      | 27 | 
|           |  |                                |  |  | c. |  |  |  | No Default                                                                |  |      | 27 | 
|           |  |                                |  |  | d. |  |  |  | Sufficient Rights                                                         |  |      | 28 | 
|           |  |                                |  |  | e. |  |  |  | No Infringement                                                           |  |      | 28 | 
|           |  |                                |  |  | f. |  |  |  | Year 2000 Warranty                                                        |  |      | 28 | 
|           |  |                                |  |  | g. |  |  |  | Capability to Provide Services                                            |  |      | 28 | 
|           |  |                                |  |  | h. |  |  |  | Fidelity Information Services, Inc.                                       |  |      | 28 | 
|ARTICLE 12 |  | DISPUTE RESOLUTION             |  |  | 28 | 
|ARTICLE 13 |  | ARBITRATION                    |  |  | 30 | 
|ARTICLE 14 |  | BREACH; REMEDIES               |  |  | 32 | 
|           |  |                                |  |  | a. |  |  |  | Excuse of Performance                                                     |  |      | 32 | 
|           |  |                                |  |  | b. |  |  |  | Termination of Certain Fidelity Obligations                               |  |      | 33 | 
|           |  |                                |  |  | c. |  |  |  | Amount of Damages                                                         |  |      | 33 | 
|           |  |                                |  |  | d. |  |  |  | Types of Damages                                                          |  |      | 34 | 
|           |  |                                |  |  | e. |  |  |  | Losses as defined in this Agreement and used in Article 16; and           |  |      | 35 | 
|           |  |                                |  |  | f. |  |  |  | Overdrafts as defined in this Agreement and used in Section 14.05(a)(vii) |  |      | 35 | 
|ARTICLE 15 |  | TERMINATION                    |  |  | 36 | 
|           |  |                                |  |  | a. |  |  |  | Convenience                                                               |  |      | 36 | 
|           |  |                                |  |  | b. |  |  |  | Riggs for Cause                                                           |  |      | 37 | 
|           |  |                                |  |  | c. |  |  |  | Riggs and Fidelity Upon a Force Majeure Event                             |  |      | 38 | 
|           |  |                                |  |  | d. |  |  |  | Fidelity for Cause                                                        |  |      | 38 | 
|           |  |                                |  |  | e. |  |  |  | Insolvency                                                                |  |      | 39 | 
|           |  |                                |  |  | f. |  |  |  | Riggs or Fidelity for Exceeding Cap                                       |  |      | 40 | 
|           |  |                                |  |  | g. |  |  |  | Bankruptcy                                                                |  |      | 40 | 
|           |  |                                |  |  | h. |  |  |  | Survival                                                                  |  |      | 40 | 
|           |  |                                |  |  | i. |  |  |  | Claims                                                                    |  |      | 41 | 
|ARTICLE 16 |  | INDEMNIFICATION                |  |  | 41 | 
|ARTICLE 17 |  | MISCELLANEOUS                  |  |  | 45 | 
|           |  |                                |  |  | a. |  |  |  | Coverages                                                                 |  |      | 46 | 
|           |  |                                |  |  | b. |  |  |  | Waiver of Subrogation                                                     |  |      | 47 | 

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|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  |      |  |  |                                                               |    |  |  |                                                                     | 
|-------- | -- |  |  | ---------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------- |  |  | ---- |  |  | ------------------------------------------------------------- | -- |  |  | ------------------------------------------------------------------- | 
|EXHIBITS |    |  |  |                                                                              |  |                                                                                                                                     |  |  |      |  |  |                                                              
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  |      |  |  |                                                              
|         | 1. |  |  | Definitions                                                                 
|         | 2. |  |  | Financial Terms, Service Levels, Performance Credits and Termination Charges
|         |    |  |  | Article 1                                                                    |  | General Financial Terms                                                                                                            
|         |    |  |  | Article 2                                                                    |  | Charges for Implementation Phase and Related Services                                                                              
|         |    |  |  | Article 3                                                                    |  | Charges for Additional Services                                                                                                    
|         |    |  |  | Article 4                                                                    |  | Charges for Production Phase  Monthly Fees for Fidelity ASP Services                                                              
|         |    |  |  | Article 5                                                                    |  | Charges for Production Phase  Incremental Monthly Fees for Fidelity ASP Services                                                  
|         |    |  |  | Article 6                                                                    |  | Charges for Production Phase  One-Time License Fees for Fidelity Software, Monthly and Fees for
Fidelity On-Site Software Services
|         |    |  |  | Article 7                                                                    |  | Charges for Production Phase  Monthly and One-Time Fees for Fidelity Network Services                                             
|         |    |  |  | Article 8                                                                    |  | Charges for Production Phase  Monthly Fees for Fidelity Training Bank Services                                                    
|         |    |  |  | Article 9                                                                    |  | Fidelity Out-of-Pocket Travel and Living Expenses                                                                                  
|         |    |  |  | Article 10                                                                   |  | Charges for Miscellaneous Services                                                                                                 
|         |    |  |  | Article 11                                                                   |  | Annual Adjustment of Certain Charges                                                                                               
|         |    |  |  | Article 12                                                                   |  | Production
Phase  Service Levels, Performance Credits and Earnbacks                                                               
|         | 3. |  |  | Services                                                                    
|         |    |  |  | Article 1                                                                    |  | Implementation Phase                                                                                                               
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  | 1.01 |  |  | Scope                                                        
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  | 1.02 |  |  | Fidelity Network                                             
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  | 1.03 |  |  | LRTC Environment Setup and Preparation                       
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  | 1.04 |  |  | SDADC Environment Setup and Preparation                      
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  | 1.05 |  |  | Fidelity Training Bank Services Setup and Preparation        
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  | 1.06 |  |  | Fidelity On-Site Software Installation                       
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  | 1.07 |  |  | Core Team Training                                           
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  | 1.08 |  |  | End User Training                                            
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  | 1.09 |  |  | Data Conversions                                             
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  | 1.10 |  |  | Software Configurations                                      
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  | 1.11 |  |  | Interfaces                                                   
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  | 1.12 |  |  | Customizations                                               
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  | 1.13 |  |  | Incidents and Resolutions                                    
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  | 1.14 |  |  | Testing                                                      
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  | 1.15 |  |  | Mock System Implementations and Actual System Implementations
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  | 1.16 |  |  | Additional Terms                                             
|         |    |  |  | Article 2                                                                    |  | Production Phase                                                                                                                   
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  | 2.01 |  |  | Fidelity ASP Services                                        
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  |      |  |  |                                                               | a. |  |  | Batch Processing Services                                          
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  |      |  |  |                                                               | b. |  |  | Online Services                                                    
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  |      |  |  |                                                               | c. |  |  | Daily Batch Processing Cycle and On-line
File Availability         
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  |      |  |  |                                                               | d. |  |  | Exceptions to Daily Batch Processing
Cycle and On-line Availability
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  |      |  |  |                                                               | e. |  |  | Fidelity Support for LRTC Hosted Software                          
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  |      |  |  |                                                               | f. |  |  | Fidelity Support for SDADC Hosted Software                         
|         |    |  |  |                                                                              |  |                                                                                                                                     |  |  |      |  |  |                                                               | g. |  |  | Monthly Hours                                                      

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|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     |      |  |  |                                      |    |  |  |                                          | 
|-------- | --- |  |  | ------------------------------------------------------------------------------------------------------------------------------ | -- |  |  | ----------------------------------------------------------------------------------- | ---- |  |  | ------------------------------------ | -- |  |  | ---------------------------------------- | 
|EXHIBITS |     |  |  |                                                                                                                                |    |  |  |                                                                                     |      |  |  |                                     
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     |      |  |  |                                     
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     |      |  |  |                                      | h. |  |  | ASP Problem Resolution                  
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     |      |  |  |                                      | i. |  |  | Riggs Help Desk                         
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     |      |  |  |                                      | j. |  |  | Security Coordination with Riggs Vendors
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     |      |  |  |                                      | k. |  |  | Operation Manual                        
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     | 2.02 |  |  | Fidelity On-Site Software Services  
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     |      |  |  |                                      | a. |  |  | Support and Problem Resolution          
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     |      |  |  |                                      | b. |  |  | Fidelity On-Site Software Restrictions  
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     |      |  |  |                                      | c. |  |  | On-Site Assistance                      
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     |      |  |  |                                      | d. |  |  | Releases                                
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     |      |  |  |                                      | e. |  |  | Export Controls                         
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     | 2.03 |  |  | Fidelity Network Services           
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     |      |  |  |                                      | a. |  |  | Availability and Support                
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     |      |  |  |                                      | b. |  |  | Network Configuration                   
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     | 2.04 |  |  | Fidelity Test Bank Services         
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     |      |  |  |                                      | a. |  |  | Operations and Delivery                 
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     |      |  |  |                                      | b. |  |  | Exceptions                              
|         |     |  |  | Schedule 1  Project Plans                                                                                                    
|         |     |  |  | Schedule 2  End User Training Proposal executed by the parties dated November 1, 2002                                        
|         | 4.  |  |  | Fidelity Designated Environment                                                                                               
|         | 5.  |  |  | Business Continuity Services and Section 3.03 Requirements for Tape Delivery, Storage, Update and Escrow
Arrangement          
|         |     |  |  |                                                                                                                                | 1. |  |  | Information and Updates to Fidelity Business Continuity and Disaster Recovery Plans
|         |     |  |  |                                                                                                                                | 2. |  |  | Scope of Business Continuity Services                                              
|         |     |  |  |                                                                                                                                | 3. |  |  | Escrow and License                                                                 
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     | 3.1  |  |  | Fidelity ASP Services               
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     | 3.2  |  |  | Fidelity On-Site Software           
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     | 3.3  |  |  | Software Support                    
|         |     |  |  |                                                                                                                                | 4. |  |  | Business Continuity and Restoration of Services                                    
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     | 4.1  |  |  | Backups and Storage                 
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     | 4.2  |  |  | Restoration                         
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     | 4.3  |  |  | Service Interruption and Restoration
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     | 4.4  |  |  | Tests                               
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     | 4.5  |  |  | Opportunity to Improve Service      
|         |     |  |  |                                                                                                                                |    |  |  |                                                                                     | 4.6  |  |  | Audit and Examination               
|         |     |  |  | Annex A  Master Preferred Escrow Agreement dated June 26, 2002, between DSI Technology Escrow Services, Inc. and
Fidelity    
|         | 6.  |  |  | Agreement Change Control Procedure                                                                                            
|         | 7.  |  |  | Third Party Agreements (Riggs Agreements for the Services that input data into and/or extract data
from the Fidelity Services)
|         | 8.  |  |  | [RESERVED]                                                                                                                    
|         | 9.  |  |  | [RESERVED]                                                                                                                    
|         | 10. |  |  | Fidelity Competitors                                                                                                          
|         | 11. |  |  | Documentation                                                                                                                 
|         | 12. |  |  | Fidelity Non-Disclosure Agreement                                                                                             
|         | 13. |  |  | Section 3.08(b)  Authorized Riggs Representatives                                                                            

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This BANKING INFORMATION TECHNOLOGY SERVICES
AGREEMENT (the Agreement), dated as of May 1, 2002
(the Effective Date), is made between Fidelity
Information Services, Inc., a division of Fidelity
National Financial, Inc., an Arkansas corporation
(Fidelity) and Riggs Bank N.A. (Riggs).

RECITALS

1.     Riggs and Fidelity desire to enter into an
agreement for the provision by Fidelity of certain
banking information technology services to the Riggs
Group;

2.     Fidelity is experienced in, has the resources,
technology and systems to provide, and desires to
provide to the Riggs Group under the terms and
conditions set forth in this Agreement, such technology
services in accordance with this Agreement; and

3.     Riggs desires to purchase and license from
Fidelity under the terms and conditions set forth in
this Agreement, such technology services.

In consideration of the recitals, covenants and
other provisions contained in this Agreement and for
other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each of
the parties, the parties agree as follows.

ARTICLE 1          RECITALS AND DEFINITIONS

1.01    Purposes.    The Recitals are intended to be a statement of
the purposes of and basis for this Agreement and are not
intended to alter the plain meaning of the terms and
conditions of this Agreement or to require any party to
undertake performance obligations not required by this
Agreement. To the extent that the terms and conditions of
this Agreement are unclear or ambiguous, such terms and
conditions are to be interpreted and construed consistent
with the purposes set forth in the Recitals.

1.02    Definitions.    In this Agreement, all
capitalized terms shall have the respective meanings set
forth in this Agreement including Exhibit 1.

ARTICLE 2          TERM AND TERMINATION SERVICES

2.01    Term.    This Agreement shall be effective as of
the Effective Date and shall continue for a period of
eighty-four (84) calendar months commencing on the first
day of the first full calendar month of the Production
Phase, unless terminated earlier in accordance with the
provisions of this Agreement.

2.02    Duration of Termination Services.    Upon request
by Riggs, Fidelity shall provide the Termination
Services, as requested by Riggs from time to time, for
up to seven hundred thirty (730) days following the
expiration of the initial term of this Agreement as set
forth in Section 2.01, or any extension of the term, or
the earlier termination of the initial term or any
extension of the term, of this Agreement. Riggs must
elect to purchase the Termination Services to be
performed by Fidelity after the initial term of this
Agreement or any extension(s) of the initial term or
upon earlier termination thereof, in increments of not
less than one hundred eighty (180) days or multiples of
one hundred

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eighty (180) days. At least one hundred eighty (180)
days prior to the expiration of the initial term of this
Agreement or any extension thereof, Riggs shall give
Fidelity written notice of whether or not Riggs elects to
purchase one (1) or more one hundred eighty (180) day
increments of the Termination Services. At least ninety
(90) days prior to the expiration of the last one hundred
eighty (180) day increment of the Termination Services
then purchased by Riggs, Riggs shall give Fidelity
written notice of whether or not Riggs elects to purchase
one (1) or more additional one hundred eighty (180) day
increments of the Termination Services. As soon as
reasonably practical prior to the effective date of the
termination of this Agreement, Riggs shall give Fidelity
written notice of whether or not Riggs elects to purchase
one (1) or more one hundred eighty (180) day increments
of the Termination Services and may elect to purchase
additional one hundred eighty (180) day increments of the
Termination Services pursuant to the ninety (90) day
notice process described above. In no event will the total
number of days of the Termination Services exceed seven
hundred thirty (730) days.

2.03    Caps on Termination Services Charges.    The
Charges for the Termination Services shall be subject to
the following limitations:



| |                                                                                                                                                                                                                                                         
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) Termination Services performed by
Fidelity during the initial term of this Agreement
or any extension(s) of the initial term shall be
performed for the Charges set forth in this
Agreement applicable to the initial term or any
extension thereof.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Termination Services performed by
Fidelity after the initial term of this Agreement
or any extension(s) thereof, shall be performed
for the Charges set forth in this Agreement
subject to a compounded increase for each
incremental period elected by Riggs of up to
fifteen percent (15%) as determined by Fidelity.
For the purposes of Sections 2.02 and 2.03, one (1) incremental
period shall be six (6), twelve (12),
eighteen (18) or twenty-four (24) months in
duration, as elected by Riggs.



| |                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) The Charges for the Termination
Services shall be proportionately reduced as the
volume of the Services are reduced, the Services
are transitioned from Fidelity and the Termination
Services are reduced.

ARTICLE 3          SERVICES

3.01    Obligation to Provide Services

a.        Commencement and Performance.    Starting on the
Initial Commencement Date and continuing during the
periods set forth in this Agreement, Fidelity shall
provide the Services to, and perform the Services for,
the Riggs Group for use in the Riggs Business in
accordance with the terms of this Agreement.

b.        Non-Exclusive.    Fidelity is engaged by Riggs on a
non-exclusive basis to provide and perform the Services
under this Agreement and accordingly, Riggs and each of
the other members of the Riggs Group may engage a third
party to provide and perform, or itself perform,
services that are the same as or similar to the Services
or any element of the Services, at any time.
Notwithstanding anything to the contrary in this
Agreement, except as set forth in Exhibit 5, no third
party shall have the right to perform the Fidelity ASP

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Services or the Fidelity On-Site Software Services
for the Riggs Group using the Fidelity Company
Information including the Fidelity Software. However,
third parties may perform services for the Riggs Group
that are similar to the Services so long as such third
parties do not use Fidelity Company Information
including the Fidelity Software.

3.02    Performance

a.        Service
Levels.    Fidelity agrees that the
performance of the Services shall meet or exceed each of
the applicable Service Levels, subject to the
limitations and in accordance with the provisions set
forth in this Agreement.

b.        Modification of Service Levels and Performance
Credits.    As requested by Riggs from time to time, Riggs
and Fidelity shall review changes, modifications,
deletions and replacements of and additions to the
Service Levels, and reallocations of the Performance
Credits for the purposes of better and more timely
reflecting, facilitating and supporting the purposes of
this Agreement, the use of the Services by the Riggs
Group, the continuing development of the business of the
Riggs Group, and the evolving priorities of the business
of the Riggs Group. All such changes, modifications,
deletions and reallocations and the implementation
thereof shall be subject to agreement of the parties and
shall be implemented through the Change Control
Procedure. Fidelity shall not be required to implement
any changes, modifications, deletions or replacements of
or additions to the Service Levels or reallocations of
the Performance Credits that would cause any increase in
Fidelitys costs to perform and deliver the Services,
unless Fidelity is permitted to increase the Charges to
Riggs on a commercially reasonable basis.

c.        Monitoring
and Reporting.    Fidelity shall
implement the measurement and monitoring tools and
procedures to measure and report Baseline usage and to
measure and report Fidelitys performance of the
Services against the Service Levels as such standards
and levels may be developed, modified and changed during
the term of this Agreement and as the Services may
evolve and be supplemented and enhanced during such
term, that are used by Fidelity generally for its
customers purchasing services similar to the Services.
Such measurement and monitoring shall permit reporting
at a reasonable level of detail sufficient to verify
Baseline usage and compliance with the Service Levels
and application of any attendant Performance Credits,
and Fidelity shall report such information to Riggs
monthly or as otherwise set forth in Exhibits 2 and 3.
Fidelity shall prepare and maintain detailed records
regarding Baseline usage and its compliance with the
Service Levels and the determination and application of
attendant Performance Credits, and shall permit Riggs
and its designees reasonable access to all such records
for the purposes of performing verifying audits,
planning and identifying possible process improvements.
Upon reasonable requests from time to time by Riggs but
subject to the parties respective proprietary and
confidentiality obligations to third parties, Fidelity
shall provide Riggs with information and reasonable
access to such tools and procedures, and the records
relating thereto, for purposes of verification of the
reported Baseline measurements, Service Levels,
Performance Credits and Earnbacks.

d.        Performance
Credits and Earnbacks.    If Fidelity
fails to meet a Service Level for the periods described
in Exhibit 2, Riggs shall be entitled to recover the
Performance Credits in accordance with Exhibit 2. If
Fidelity satisfies the criteria for Earnbacks set forth in
Exhibit 2, Fidelity shall be entitled to recover the
Earnbacks in accordance with Exhibit 2.

3



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e.     Service Level Analysis and Resolution.    Upon
Fidelitys failure to meet a Service Level, Fidelity
shall as soon as reasonably practicable (i) perform an
analysis to identify the cause of such failure, and (ii)
provide Riggs with a report thereon and the procedure
and timing for correcting the failure.

3.03    Business Continuity Services.    Fidelity will
provide Business Continuity Services to the Riggs Group
in accordance with the timeframes and to the extent set
forth in Exhibit 5.

3.04    Services.    The Services shall be defined, implemented
and performed as described in this Agreement. In the
event that any change(s) are desired to the Services or
the schedule for performance of the Service by either
party (including changes to the Acceptance Test
Criteria, Baselines, Service Levels, Performance Credits
and Charges), the parties shall follow the Change
Control Procedures described in Section 3.08 and if a
change is agreed to by the parties, enter into a Change
Order reflecting such change.

3.05    Additional Services

a.        Background.    Riggs may request Fidelity to perform
one or more Additional Services. If the Additional
Services can be provided by Fidelity and/or its
Affiliates to the Riggs Group on a commercially
reasonable basis, Fidelity shall provide a proposal to
Riggs for such Additional Services and shall provide
such Additional Services to the Riggs Group subject to
the Change Control Procedures in Section 3.06, including
the execution of a Change Order by the parties. Further,
Riggss request for Additional Services may include a
request for Fidelity to correspondingly reduce or
eliminate one or more existing elements of the Services
then being provided that are being replaced by the
Additional Services, subject to the minimum monthly fees
set forth in Exhibit 2, if any. In such event, Fidelity
shall determine the resources and expenses related to
the element or elements of the Services being reduced or
eliminated, if any, and those required for the
Additional Services being added.

b.        Process or Engagement.    As soon as practical after
receiving a request for Additional Services from Riggs,
Fidelity shall provide a written proposal for such
Additional Services and the reduction or elimination of
one or more existing elements of the Services (if any)
to Riggs setting forth the net increase or decrease in
the Charges and as applicable, increases and decreases
in existing Baselines and additional Baselines (if any)
that will be attributable to such Additional Services.
All changes in the Charges (including minimum Charge
requirements) shall be based upon the existing formula
and charging methodologies, as applicable, for the
Charges set forth in Exhibit 2. Upon receipt of such
proposal, Riggs may engage Fidelity to perform the
Additional Services in accordance with the Change
Control Procedures. Notwithstanding the foregoing,
nothing herein shall be deemed to obligate Riggs to
obtain Additional Services from Alltel, subject to
Section 3.05(a).

3.06    Riggs Group

a.        Additional Affiliates.    If any member of the Riggs
Group creates, initiates or acquires any additional
Affiliate or other operations or entity during the term
of this Agreement and Riggs desires that Fidelity
provide the Services for such Affiliate or other
operations or entity, Fidelity shall provide Riggs
and/or such Affiliate or other operations or entity with
the Services if such Affiliate or other operations
or entity satisfies the Qualifying Criteria. Fidelity

4



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may charge Riggs on a commercially reasonable basis fees
for the set-up and implementation, fees for any changes
to the Services, fees for any Required Consents, and any
additional regulatory operating fees payable by Fidelity
with respect to such Affiliates or other operations or
entity, and shall otherwise charge Riggs for the
continuing performance and delivery of the Services
allocable to such Affiliates or other operation or
entity, based on the existing formula and charging
methodologies for increases or decreases in the Charges
due to increases or reductions in the quantity of the
Services used by the Riggs Group subject to the minimum
monthly fees, if any.

b.        Divestiture of Affiliates.    If any member of the
Riggs Group divests any Affiliate or other operation or
entity during the term of this Agreement and Riggs
desires that Fidelity continue to provide the Services
for such Affiliate or other operation or entity,
Fidelity shall continue to provide Riggs and/or such
divested Affiliate or other operation or entity with the
Services if such divested Affiliate or other operation
or entity (i) used the Services prior being divested,
(ii) agrees in writing to be subject to the provisions
of this Agreement that protect Fidelitys intellectual
property rights and (iii) satisfies the Qualifying
Criteria, and Riggs pays the fees and expenses incurred
by Fidelity to obtain any Required Consents with respect
to continuing to provide the Services to such Affiliates
or other operations or entity. Fidelity shall charge
Riggs for the continuing performance and delivery of the
Services allocable to such Affiliates or other operation
or entity based on the existing formula and charging
methodologies for the Charges, and may charge Riggs any
additional regulatory operating fees payable by Fidelity
with respect to the divested Affiliate or other
operation or entity. Fidelity shall not be required to
provide the Services to any such divested Affiliate,
operation or entity for more than twelve (12) months
following the effective date of such divestiture.
Notwithstanding anything to the contrary, Riggs shall be
fully responsible for the performance, nonperformance
and obligations of any such divested Affiliate to the
same extent as if such divested Affiliate were an
Affiliate of Riggs or the Riggs Group.

3.07    Termination Services.    Fidelity shall make
available to Riggs the Termination Services under the
pricing, terms and conditions set forth in this
Agreement for the Services (including Sections 2.02 and
2.03) at the request of Riggs from time to time and/or
in connection with the termination or expiration of this
Agreement for whatever reason, except as specifically
provided in Section 15.01 of this Agreement.
Notwithstanding anything to the contrary, to the extent
Riggs is in material breach or default of its payment
obligations under this Agreement after the expiration of
the cure period provided in Section 15.01 of this
Agreement, Fidelity shall have no obligation to provide
Termination Services until such time as Riggs has paid
to Fidelity all Charges that are then due and payable by
Riggs to Fidelity, including any applicable interest and
Charges for the Termination Services that are required
to be prepaid pursuant to this Agreement.

3.08    Change Control

a.        Change Control Procedures.    Except for permitted
changes in the Fidelity ASP Services by Fidelity as
described in Section 3.09(q) and/or Exhibits 3 and 5, in
the event that either party requests (i) a change to the
scope of the Services (including a decrease or
Additional Services or a combination of both),
Baselines, Service Levels, Performance Credits or
priorities, or (ii) a change to the Charges or Exhibits
or Schedules to the Exhibits or to the Escrow Agreement,
or (iii) a change to the features, functionality,
scalability or

5



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performance of the Services, or (iv) a change to the
Documentation reflecting a change in the Fidelity Base
Code Software made by Fidelity in breach of Section 3.09
(q) or a change to the Documentation reflecting an
alteration of the attributes of the Fidelity Base Code
Software described in Section 3.09 (m), the requesting
partys Account Executive or his or her designee shall
submit a written proposal to the other partys Account
Executive describing such desired change. The receiving
partys Account Executive shall review the proposal and
reject or accept the proposal in writing within a
reasonable period of time, but in no event more than
thirty (30) days after receipt of the proposal. In the
event that the proposal is rejected, the writing shall
include the reasons for rejection. In the event that the
proposal is accepted, the parties shall mutually agree
on the changes to be made to this Agreement and/or the
Exhibits and Schedules and/or the Escrow Agreement. All
such changes to this Agreement and/or the Exhibits and
Schedules and/or the Escrow Agreement shall be made only
in a written Change Order signed by the Account
Executive of each of the parties or his designee
(authorized in writing by the applicable party) and
thereafter embodied in the Agreement and/or the Exhibits
and Schedules and/or the Escrow Agreement, as
appropriate. Notwithstanding the foregoing, if the need
for an emergency change arises, either partys Account
Executive or his or her designee may submit a request
for such change to the other partys Account Executive
and the parties shall use commercially reasonable
efforts to expeditiously implement such change in
accordance with the Change Control Procedures.

b.        Authorized Riggs Representatives.    Subject to
Section 3.08(a), Riggs has designated on Exhibit 13
attached hereto a list of specific individuals who will
have the authority to provide instructions to Fidelity
on behalf of Riggs with respect to the Services
(excluding adjustments to the scope of, and formulas and
methodologies governing the Charges for, and Service
Levels and Performance Credits for, the Services). Riggs
may, upon written notice to Fidelity from time to time,
modify Exhibit 13 by adding and/or deleting specific
individuals from the list. Fidelity is authorized to act
in accordance with the directions received from any of
the specific individuals set forth in the designation.
Such direction shall be by a writing, electronic mail or
facsimile. Fidelity is not authorized to act in
accordance with the direction of any other individuals
acting, or purporting to act, on behalf of Riggs.

3.09    Fidelitys Responsibilities.    In addition to any
specific functions, responsibilities, activities, tasks
and projects for which Fidelity is given responsibility
as part of the Services in this Agreement, Fidelity
shall perform the following responsibilities during the
term of this Agreement.

a.        Employees.    Except as otherwise provided in
Sections 6.01 and 6.02, Fidelity may make such changes in
its personnel engaged in the provision and delivery of
the Services as it reasonably and in good faith
determines to be necessary or appropriate. Except as
provided in Sections 6.01 and 6.02, in the event that
Riggs reasonably and in good faith determines that it is
not in the best interests of Riggs for any Fidelity
employee or employee of any Affiliate or Contractor or
Subcontractor of Fidelity who is allocated full time or
virtually full time to the Riggs engagement described in
this Agreement, to continue in his/her capacity in the
provision of the Services, then Riggs shall give
Fidelity written notice specifying the reasons for its
position and requesting that such employee be replaced.
Fidelity shall promptly investigate the matters stated
in such notice and promptly report its decision to Riggs
as to whether it will replace the employee. If Fidelity
does not elect to replace the employee and Riggs
maintains its position that such employee be replaced
and such action is

6



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not unlawful, then either party may pursue the matter
pursuant to the Dispute Resolution Process.

b.        Fidelity Data Centers.    Fidelity shall have the
right to move, relocate and/or change the data centers
in and from which Fidelity performs and provides any of
the Services so long as (i) Fidelity gives Riggs ninety
(90) days prior written notice thereof; (ii) no Fidelity
data center used to provide the Services is moved
outside of the United States; (iii) Riggs does not incur
any increase in the Charges payable by it to Fidelity or
in the costs of telecommunications services incurred by
Riggs to receive and use the Services; and (iv) the
move, relocation and/or change does not have any of the
effects described in items (i) through (iii) of Section
3.09(q).

c.        Efficient Use of Resources.    Fidelity shall
continuously use commercially reasonable efforts (i) to
efficiently and cost effectively administer, manage,
operate and use the resources employed by Fidelity to
provide and perform the Services that are chargeable to
Riggs under this Agreement on a time and materials basis
and for the network portion of the Services, (ii) to
efficiently and cost effectively administer, manage
and/or interface with the Third Party Providers
providing services and products pursuant to the Third
Party Agreements as required in Exhibits 3 and 5, and
(iii) to enhance the Fidelity Software (exclusive of the
Riggs Software and the Fidelity Third Party Software)
with material new and/or additional features,
functionality and/or performance capabilities no less
than every eighteen (18) calendar months during the
term of this Agreement.

d.        Correction of Errors.    At Fidelitys expense,
Fidelity shall promptly correct any errors or
inaccuracies in the Riggs Data, reports, payments and
other output produced by Fidelity as a result of
providing the Fidelity ASP Services, to the extent such
errors or inaccuracies were caused by the failure of
Fidelity, its Affiliates or its or their respective
Contractors or Subcontractors to perform the Services in
accordance with the terms of Exhibits 2, 3 and/or 5 or
by any defect or error in or failure of the Information
System. Notwithstanding the foregoing, Riggs may be
charged by Fidelity for promptly correcting any such
errors or inaccuracies to the extent such errors or
inaccuracies were caused by errors in the data,
information or materials supplied, or caused to be
supplied, by Riggs to Fidelity or from instructions
given, or caused to be given, by Riggs to Fidelity that
are inconsistent with the terms of this Agreement.

e.        Internal Controls.    Fidelity shall have an
independent public accounting firm perform, at no cost
to Riggs, an annual third party review, as defined in
accordance with SAS # 70, Level II, of the facilities
from which the Services are provided and provide a
written or electronic report of such review prepared by
such third party to Riggs promptly following the
completion of each such review. The control objectives of
the SAS # 70, Level II review shall be disclosed by
Fidelity to Riggs together with each review.

f.        Compliance.    Fidelity shall perform and provide
the Services in compliance with (i) this Agreement; (ii)
all federal, state, provincial, and local laws, rules
and regulations of the United States, the United
Kingdom, Germany, Belgium, Channel Islands and such
other countries as Fidelity and Riggs agree pursuant to
the Change Control Procedures, applicable to Fidelity in
its performance and delivery of the Services; and
(iii) all United States Federal laws, rules and
regulations applicable to the portion of the operations
of the Riggs Group performed by Fidelity as part of the
Services pursuant to this Agreement just as if Riggs
performed such portions of the Services itself. The

7



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foregoing notwithstanding, the Fidelity Software shall
comply only with the United States federal laws, rules
and regulations applicable to the Services.

g.        No Infringement.    Fidelity shall perform and
provide the Services in a manner that (i) does not
infringe, or constitute an infringement or
misappropriation of, any patent, trade secret, copyright
or other proprietary right of any member of the Riggs
Group, and (ii) does not knowingly infringe, or constitute
an infringement or misappropriation of, any patent, trade
secret, copyright or other proprietary right of any third
party, which infringement or misappropriation described
in (i) or (ii) occurs by the use of the Services alone,
that is, without combination with separate products,
services and/or business processes used and/or provided
by Riggs.

h.        Services.    Fidelity shall render Services using personnel
that have the necessary knowledge, training, skills,
experience, qualifications and resources to provide and
perform the Services in accordance with this Agreement,
and shall render Services in a prompt, diligent,
workmanlike manner consistent with the terms and
conditions of this Agreement applicable to the
performance of such Services.

i.        Regulatory Approvals.    Fidelity shall timely
obtain all necessary regulatory approvals and permits
applicable to its obligations under this Agreement,
except those approvals and permits the absence of which
would not have a material adverse effect on the business
or operations of Fidelity or the performance and
provision of the Services for the Riggs Group.

j.        Fidelity Resources.    Fidelity shall perform and
provide the Services using the Fidelity Products, the
Riggs Software, and Contractors and Subcontractors
satisfying the requirements of Section 3.15.

k.        Viruses.    Fidelity shall take commercially
reasonable measures to prevent the introduction or
coding of any Virus or similar items into the
Information Systems, the Fidelity Software, the Riggs
Data and the information, data and other materials
delivered by Fidelity and/or its Contractors or
Subcontractors to the Riggs Group and/or the Third Party
Providers. Fidelity shall continue to review, analyze and
implement improvements to and upgrades of its Virus
prevention and correction programs and processes that
are commercially reasonable and consistent with the
information technology industrys standards. If a Virus
is found to have been introduced into the Information
System, the Fidelity Software, the Riggs Data, and/or
the information, data and other materials delivered by
Fidelity and/or its Contractors or Subcontractors to the
Riggs Group and/or the Third Party Providers, Fidelity
shall use commercially reasonable efforts and diligently
work to eliminate the effects of the Virus. However,
Fidelity shall take immediate action to remediate the
Virus proliferation within the Information System and
processes used by Fidelity to perform and deliver the
Services including Fidelity Software. If a Virus is
introduced into the Information System, the Riggs Data,
and/or the information, data and/or other materials
delivered by Fidelity and/or its Contractors or
Subcontractors to the Riggs Group and/or the Third Party
Providers and such introduction is caused by Fidelity
and/or its Contractors or Subcontractors, Fidelity shall
remediate the Virus as part of the Services at
Fidelitys cost and expense.

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l.        Fidelity Designated Environment



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i) During the first twenty-four (24) months
of the Production Phase, the Fidelity Base Code
Software and the Services provided using the
Fidelity Base Code Software shall operate and
communicate with the Fidelity Designated
Environment in a manner that enables access to and
use of the Fidelity Base Code Software in
accordance with and as described in the
Documentation, except for the Service Delivery
portion of the Fidelity On-Site Software which
shall be supported by Fidelity with respect to the
Fidelity Designated Environment and the remainder
of the Fidelity Software as described in Exhibit 3.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) Fidelity shall give Riggs at least six
(6) months prior written notice of changes to the
Fidelity Base Code Software that could have the
effect of requiring a material change and/or
modification to the Fidelity Designated Environment
in order for the Fidelity Base Code Software and
Services performed using the Fidelity Base Code
Software to continue to fulfill the requirements of
Section 3.09(l)(i) after the first twenty-four (24)
months of the Production Phase.



| |                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii) On the Live Date, the Customizations
and Interfaces shall function with the Fidelity
Base Code Software in accordance with the
Functional Designs for the Customizations and
Interfaces.

m.        Functionality, Performance, Capabilities, etc.    The Fidelity Base Code Software, and each of the
components and modules of the Fidelity Base Code
Software, shall, in all material respects, possess the
features, functionality, compatibility, configuration,
scalability, performance and integration capabilities
set forth in the Documentation and this Agreement.

n.        Functionality, Performance, etc.    Fidelity shall
cause Services, and each of the components and modules
of the Services, to satisfy the Service Levels, provided
that the Riggs Group properly and timely complies with
Fidelitys directions to Riggs in accordance with this
Agreement regarding Riggs responsibilities in
connection with the Services and installation,
configuration, operation and use of the Services and the
components and modules of the Services.

o.        Enhancements.    Fidelity shall promptly make
available to the Riggs Group, (i) at no additional
charge, all maintenance for and enhancements to the
Fidelity ASP Software, and each of the components and
modules of the Fidelity ASP Software, prepared by or
for, or licensed by or for, Fidelity which Riggs is
required to accept as part of the Fidelity ASP Services
pursuant to Section 3.10(d), and (ii) at no additional
charge, all enhancements to the Fidelity On-Site
Software that Fidelity provides and/or offers to any of
its customers enrolled in Fidelitys maintenance and
support program for the Fidelity On-Site Software.
Fidelity shall not be responsible for integrating
Customizations that are not a part of the Fidelity Base
Code Software with the maintenance and enhancements to
the Fidelity Software. Such integration services shall be
provided and charged by Fidelity to Riggs pursuant to
the terms of this Agreement as Additional Services.

p.        Additional Services Offering.    Fidelity shall use
commercially reasonable efforts to notify Riggs of
Additional Services offered by Fidelity which Fidelity
deems appropriate for Riggs Business.

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q.        Fidelity Modifications/Changes to the Fidelity
Software.    Fidelity shall not, without the prior written
agreement of Riggs, make any modification or change to
the Fidelity Base Code Software, or any component or
module thereof, that could (i) cause the Fidelity Base
Code Software to fail to deliver the full features,
functionality, scalability and performance as described
in the Documentation and this Agreement, (ii) cause the
Services provided using the Fidelity Base Code Software
to fail to satisfy any Service Level, or (iii) breach,
or constitute a breach of, Section 3.09(1).

Subject
to Section 3.09(1) and the first paragraph
of this Section 3.09(q), Fidelity shall provide at least
six (6) months prior written notice to Riggs of each
modification and change to the Fidelity Base Code
Software, or any component or module of the Fidelity
Base Code Software, that could have any material effect
on the features, functionality, scalability, performance
and/or user interface as set forth in the Documentation,
or to the best of Fidelitys knowledge as to business
processes used by the Riggs Group or other aspects of
the Fidelity Base Code Software that could be perceived
by the users of the Fidelity Base Code Software and/or
the Services in the Riggs Group. The notice shall
describe the modification(s) and/or change(s).

r.        Substitution or Replacement of Riggs Software.    In
the event that any of the Riggs Software shall be
discontinued by the licensor of such software or Riggs
desires to replace any of the Riggs Software, Riggs shall
notify Fidelity and Fidelity will cooperate with Riggs in
a commercially reasonable manner to concurrently
discontinue and replace such Riggs Software with software
designated by Riggs, at Riggs expense, subject to the
Change Control Procedures. Fidelitys obligation to
cooperate in a commercially reasonable manner is
contingent upon the replacement software being capable of
integration, and compatible, with the Fidelity Software
and the Services and possessing the appropriate features,
functionality, scalability and performance to support the
Fidelity Software and the Services to at least the level
of the Riggs Software that it replaces. Each such
substitution shall be made subject to the other terms and
conditions of this Agreement.

3.10    Riggs Responsibilities.    In addition to any
specific functions, responsibilities, activities, tasks
and projects for which Riggs is given responsibility in
this Agreement, Riggs shall perform the following
responsibilities during the term of this Agreement.

a.        Data and Errors.    Riggs shall cooperate with
Fidelity to address the resolution of any errors,
omissions or deficiencies in any output produced by
Fidelity as a result of providing the Services and
provide Fidelity a reasonable opportunity to correct
such errors, omissions or deficiencies. Upon successful
resolution of such errors, omissions or deficiencies,
Riggs shall accept the output as completed.

b.        RESERVED

c.        Discretionary Issues.    If in the reasonable
judgment of Fidelity, the performance of the Services
requires an interpretation of any law, rule or
regulation applicable to any of Fidelitys performance
of the Services (an Interpretative Issue), Fidelity
shall present to the Riggs Account Executive or his/her
designee for such purpose, in writing the factual
scenario in issue for resolution. The Riggs Account
Executive or his/her designee, shall as soon as
practical instruct Fidelity in writing with respect to
each such Interpretative Issue so presented to
him/her, and Fidelity is authorized to act and rely on,
and

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shall as soon as practical implement, such Riggs
instruction(s) in the performance and delivery of the
Services.

d.     Fidelity Modification/Changes to the Fidelity
Software.    Riggs shall timely incorporate and use all
modifications and/or changes to the Fidelity Software
made by Fidelity in accordance with this Agreement,
except Riggs shall not be required to incorporate or use
any modification if it does not satisfy or could have
any of the effects described in any of items (i), (ii)
or (iii) of Section 3.09(q) and/or Fidelity has not
timely and fully complied with its performance and
notice obligations pursuant to Section 3.09(q).

e.     Compliance.    Riggs shall use the Services and
perform its obligations in compliance with (i) this
Agreement, and (ii) all laws, rules and regulations
applicable to Riggs use of the Services.

f.     No
Infringement.    Riggs shall perform its
obligations under this Agreement and use the Services in
a manner that (i) does not infringe, or constitute an
infringement or misappropriation of, any patent, trade
secret, copyright or other right of Fidelity or its
Affiliates, subject to the rights granted to Riggs by
Fidelity by the Agreement, and (ii) does not knowingly
infringe, or constitute an infringement or
misappropriation of, any patent, trade secret, copyright
or other proprietary right of any third party, which
infringement or misappropriation described in (i) or
(ii) would not occur by the use of the Services alone,
that is, without combination with separate products,
services and/or business processes. Riggs shall not use
the Services in a manner that when combined with
products, services or business processes of Riggs,
knowingly infringes, or constitutes an infringement or
misappropriation of, any patent, trade secret, copyright
or other proprietary right of any third party.

g.     Viruses.    Riggs shall take commercially
reasonable measures to prevent the introduction or coding
of any Virus or similar items into the Information
System, the Fidelity Software, the Riggs Data and the
information, data and other materials delivered by
Fidelity and/or its Contractors or Subcontractors to the
Riggs Group and/or the Third Party Providers or provided
by the Riggs Group. Riggs will continue to review, analyze
and implement improvements to and upgrades of its Virus
prevention and correction programs and processes that are
commercially reasonable and consistent with the
information technology industrys standards. If a Virus is
found to have been introduced into the Information
System, the Fidelity Software, the Riggs Data and/or the
information, data and other materials delivered by
Fidelity and/or its Contractors or Subcontractors to the
Riggs Group and/or the Third Party Providers, Riggs shall
use commercially reasonable efforts and diligently work
to cooperate with Fidelity to eliminate the effects of
the Virus. However, if the Virus is introduced into the
Information System, the Riggs Data, and/or the
information, data and other materials delivered by
Fidelity and/or its Contractors or Subcontractors to the
Riggs Group and/or the Third Party Providers, Riggs shall
take immediate action to terminate such introduction of
Viruses by the Riggs Group and the Third Party Providers.
If a Virus is introduced into the Information System, the
Riggs Data and/or the information, data and/or other
materials delivered by Fidelity and/or its Contractors or
Subcontractors to the Riggs Group and/or the Third Party
Providers and such introduction is caused by a member of
the Riggs Group and/or a Third Party Provider, Fidelity
may charge Riggs for Fidelitys services on a
commercially reasonable basis to remediate the Virus as
Additional Services.

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h.        Regulatory Approvals.    Riggs shall timely obtain
all necessary regulatory approvals and permits
applicable to its obligations under this Agreement,
except those approvals and permits the absence of which
would not have a material adverse affect on the business
or operations of Riggs or the use of the Services by the
Riggs Group.

3.11    Dependencies.    Fidelity and Riggs anticipate
that the provision of Services shall have dependencies
on the Third Party Agreements.

3.12    Regulatory Changes.    Riggs shall notify
Fidelity of any changes to or modifications in the
Fidelity Software and/or the Services that are required
to be made as a result of changes in applicable laws,
rules and/or regulations in order for the Fidelity
Software and/or the Services to comply with the laws and
regulations applicable to the Fidelity Software and/or
the Services as implemented and used by Riggs. As soon as
practical thereafter, the Fidelity and Riggs Account
Executives shall meet to determine the changes in the
Fidelity Software and/or the Services are required by
such change(s) in the applicable laws, rules or
regulations. Any such change(s) other than changes
required by United States Federal laws, rules and/or
regulations, shall be considered Additional Services.

3.13    Third Party Agreements  Additions, Deletions
and Substitutions.    Pursuant to commercially reasonable
terms and conditions, Riggs may, pursuant to the Change
Control Procedures, add to or delete from or substitute
for the Third Party Agreements listed on Exhibit 7, upon
notice to Fidelity.

3.14    Evolving Nature of Relationship

a.        Updates.    The Exhibits to this Agreement, the
Schedules to those Exhibits and the Documentation, shall
be updated by the parties as necessary or appropriate
from time to time to accurately reflect the evolution
and modification of the Services and components and
elements of the Services as described therein. The
Exhibits, the Schedules and Attachments to the Exhibits
and the Documentation shall be deemed to be updated as
of the date a change thereto is effective, whether or
not such update or change is physically made to the
Exhibit or Schedule or Attachment to an Exhibit;
provided, however, such updates shall be made on, or as
soon as practical following, the effective date of such
update.

b.        Discrepancies.    If discrepancies in the factual
content of the Exhibits, Schedules and/or Attachments or
the list of documents that comprise the Documentation
are detected, the Exhibits, Schedules, Attachments
and/or list of documents that comprise the
Documentation shall be promptly changed, modified,
updated and adjusted to correct such discrepancies upon
mutual agreement, so that the Exhibits, Schedules,
Attachments and/or list of documents that comprise the
Documentation will be correct and accurately reflect
the Services to be provided, and Charges made, by
Fidelity to the Riggs Group. If either party disputes the
existence of such a discrepancy identified by the other
party, the parties will submit the matter initially to
the Services Oversight Committee for resolution pursuant
to the Dispute Resolution Process.

3.15    Use of Contractors and Subcontractors

a.        Designation of Contractors and Subcontractors.    Fidelity shall provide to Riggs as requested, but no
more frequently than every one hundred

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eighty (180) days, a true and complete, to the best of
Fidelitys knowledge, list of the Contractors and
Subcontractors engaged by Fidelity to perform and
provide the Services.

b.     Responsibility
of the Parties.     Each party to this
Agreement, shall remain primarily liable and obligated
to the other party for the timely and proper
performance of all of its obligations hereunder even if
such obligations are delegated to third party
Contractors and Subcontractors, and for the proper and
timely performance and actions of any person or entity
to which it delegates or subcontracts any such
obligation.

c.     Replacement.     In the event that (i) either party
shall notify the other party that any regulatory
authority to which such party is subject has issued an
order, directive or other advice to the effect that any
Contractor or Subcontractor of the other party is
barred, suspended or prohibited from providing services
or products, directly or indirectly, to persons or
entities engaged in the business of such party, or any
person or entity engaged in the business of such party
is ordered, directed or advised not to engage any
Contractor or Subcontractor of the other party, or (ii)
any Contractor or Subcontractor of either party shall
commit a material breach of the provisions of Sections 8
and/or 9 of this Agreement, such party shall promptly
remove such Contractor or Subcontractor from performing
the obligation of such party under this Agreement.

3.16     Services
Not to be Withheld.     Notwithstanding
any other provision in this Agreement to the contrary,
Fidelity shall not voluntarily refuse in violation or
breach of the terms of this Agreement to provide to the
Riggs Group: (i) the Fidelity ASP Services to be
provided by Fidelity using IMPACS, Savings Time and/or
Customer Information File software applications; and/or
(ii) a substantial portion of the Fidelity ASP Services
to be provided by Fidelity through any of its data
centers; and/or (iii) the Fidelity On-Site Software
Services, if such refusal may be reasonably expected to
have a material adverse effect on the operation of the
Riggs Business. This Section 3.16, however, does not
affect or diminish Fidelitys right to terminate all or
a portion of the Services pursuant to any other
provision of this Agreement.

ARTICLE 4          CHARGES AND PAYMENTS

4.01     Charges.     Riggs shall pay to Fidelity the Charges as
set forth in Exhibit 2. Riggs may, subject to any minimum
monthly charges set forth in Exhibit 2, increase or
reduce or delete portions of the Services, and the
quantity of the Services purchased by Riggs as described
in Exhibit 2. There shall be no fees, expenses, royalties
or other charges, however described or denominated, for
the Services other than the Charges set forth in this
Agreement (including Exhibit 2).

4.02     Payment
Terms.     Riggs shall pay the Charges as
set forth in Exhibit 2.

4.03     Performance
Credits and Earnbacks.     Performance
Credits and Earnbacks shall be paid or credited by the
parties as set forth in Exhibit 2.

4.04     Credits.     With respect to any amounts to be
paid or reimbursed by Fidelity to Riggs pursuant to this
Agreement, including, without limitation, Performance
Credits, Fidelity may, at its option, pay that amount to
Riggs by giving Riggs a credit against Charges otherwise
payable to Fidelity; provided,

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however, if such credit is not set-off in full against
currently due and payable Charges within ninety (90)
days of the accrual of such amount, Fidelity shall
promptly pay such amount to Riggs.

4.05     Additional Services

a.     Integration
of Charges.     The charges for
Additional Services will be integrated into the Exhibit
2 in accordance with the Change Control Procedure.

b.     Resolution
of Additional Services
Determination.     If the parties, both acting in good faith, cannot agree
whether a function, responsibility, activity, task or
project falls within the scope of the Services, Fidelity
shall nevertheless perform the disputed function,
responsibility, activity, task or project if requested
by Riggs. The determination of whether any function,
responsibility, activity, task or project is an
Additional Service to be paid by Riggs will be
determined pursuant to the Dispute Resolution Process.
Notwithstanding anything to the contrary herein, Riggs
shall pay fifty percent (50%) of any Charges for the
disputed function, responsibility, activity, task or
project under this Section 4.05 to Fidelity and fifty
percent (50%) of any Charges shall be held by Riggs
pending a resolution of the dispute in accordance with
the Dispute Resolution Process. All amounts payable
directly by either party to the other party upon
resolution of the dispute with respect to which amounts
are payable shall be paid promptly upon resolution of
the disputed amounts together with interest at the rate
of the then current prime rate prevalent among New York
City Commercial banks plus two percent (2%) per annum
from the date that the fifty percent (50%) payment was
made to Fidelity by Riggs, but in no event shall the
rate of interest exceed the highest rate permitted by
applicable law.

4.06     Disputed Amounts

a.     Payment
of Disputed Amounts.     In the event that
Riggs or Fidelity disputes the accuracy or applicability
of a charge or credit or other financial arrangement
described in this Agreement, the disputing party shall
notify the other party of such dispute as soon as
practicable after the discrepancy has been discovered.
The parties will investigate and resolve the dispute
using the Dispute Resolution Process. Any undisputed
amounts contained in or applicable to an invoice or
otherwise payable or creditable will be paid and any
undisputed credit amounts will be promptly credited by
Riggs or Fidelity as applicable. Unpaid and uncredited
monies that are in dispute will not be considered a
basis for monetary default under or breach of this
Agreement.

b.     Escrow
of Disputed Amounts.     Upon the request of
either party, Riggs in the case of a disputed Charge, or
Fidelity in the case of a disputed credit or other
amount payable to Riggs, shall place the disputed amount
in an escrow account with a third party escrow agent
established for the benefit of the parties until such
dispute is resolved. Upon resolution of the dispute, the
parties shall be paid any interest having accrued on the
undisputed amounts held in the escrow account in
connection with such dispute in proportion to the amount
received by each party with respect to such dispute, and
the parties shall each pay a portion of the escrow fees
attributable to the disputed amount in an inverse
proportion to the percentage of the disputed amount paid
to each party.

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4.07     Taxes

a.     Inclusive
Taxes.     The Charges are inclusive of
any sales, use, gross receipts or value added,
withholding, ad valorem or other taxes based on or
measured by Fidelitys cost in acquiring equipment,
materials, supplies or services used by Fidelity in
providing the Services, plus all interest, penalties and
other amounts levied thereon by a governmental agency
for late payment or otherwise. Further, each party shall
bear sole responsibility for any real or personal
property taxes on any property it owns or leases, for
franchise or similar taxes on its business, for
employment taxes on its employees, for intangible taxes
on property it owns or licenses, and for taxes on its
net income.

b.     Taxes
on the Services.     Notwithstanding Section 4.07(a), if a sales, use, privilege, value added, excise,
services and/or similar tax is assessed solely and
directly with respect to Fidelitys Charges to Riggs for
the provision of the Services by Fidelity to the Riggs
Group under this Agreement, Riggs shall be responsible
for and pay the amount of any such tax to Fidelity, or
as the law otherwise requires, in addition to the
Charges. Further, if any interest, penalties or other
amounts are levied for a governmental agency with
respect to any such tax payable by Riggs and such levy
was not due to a failure by Fidelity to timely and/or
properly act, Riggs shall be responsible for and pay the
amount of such interest, penalties or other amounts.
Fidelity shall set forth in invoices provided to Riggs
those Services that are subject to tax.

c.     Cooperation.     The parties shall cooperate
reasonably with each other to determine accurately each
partys tax liability and to minimize such liability to
the extent legally permissible. To substantiate any
claimed exemptions, Riggs shall supply to Fidelity the
appropriate exemption or resale certificates.

4.08     Tariffs, Duties and Import/Export Compliance
and Fees.     Fidelity shall be responsible for all tariffs,
duties and import/export compliance and fees with
respect to the Services and the components and modules
of the Services, including timely and properly making
all filings and applications, obtaining all licenses and
paying all fees and charges.

ARTICLE 5          AUDITS

5.01     Audit
of Charges.     Upon not less than thirty
(30) days prior written notice, Fidelity shall provide
to Riggs access to Fidelitys records and supporting
documentation necessary to verify the accuracy of
Fidelitys invoiced Charges and credits to Riggs against
the chargeable units and charging and crediting formulas
specifically set forth in Exhibit 2 (excluding any
access by Riggs to Fidelitys cost or allocation of cost
of goods, services and labor, profit and loss and all
similar financial data, books and records). Riggs shall
bear the costs of any such audit. In the event the audit
results in a determination that Fidelity has
undercharged Riggs, then the amount of such undercharge
shall be treated, for invoicing and payment purposes, as
an adjustment in arrears for the month in which the
undercharge is discovered or in the month in which the
final resolution occurs, but no interest or other fee
shall be due or payable by Riggs with respect to such
delayed payment. In the event the audit results in a
determination that Fidelity has overcharged Riggs or
that Fidelity failed to timely or properly provide a
credit or reimbursement to Riggs, then the amount of
such overcharge and/or credit and/or reimbursement (plus
interest thereon from the date of such overcharge or
failure to timely or properly provide a credit or
reimbursement to Riggs through the date of repayment or
credit by Fidelity at

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the rate specified in Section 4.05(b)) shall be treated,
for invoicing and payment purposes, as a credit in
arrears for the month in which the overcharge or failure
to credit or reimburse is discovered or in the month in
which the final resolution occurs, whichever later
occurs. If the amount of the overcharge and/or credit
and/or reimbursement is equal to or exceeds ten percent
(10%) of the total amount of the Charges for the
calendar year to which the audit relates, Fidelity shall
reimburse Riggs for the reasonable out-of-pocket costs
of the audit.

5.02    Audit by Regulators.    Upon not less than thirty
(30) days prior written notice and during regular
business hours, or upon such notice and at such times as
may be required by applicable law, rule or regulation,
Fidelity shall, upon consent by Riggs, provide to Riggss
regulators and their designees (including a Federal
agency Inspector General or other Government
representative or any outside auditor working on behalf
of the Federal Government) access to the records,
information and documentation relating to the Riggs Group
and maintained by Fidelity and/or its Affiliates in the
normal course of providing the Services. Analyses,
documentation and other information not maintained by
Fidelity in the normal course of providing Services will
be prepared by Fidelity for use in the audit or
examination process as an Additional Service. In no event
shall the records, information, documentation, analyses
or any other information prepared or provided by Fidelity
pursuant to this Section include any confidential
information of any other customer of Fidelity or of a
Fidelity Affiliate, except any such information of such
an Affiliate relating to the Services. The authority
granted by this Section 5.02 shall not expire until three
(3) years after the expiration or earlier termination of
the Services.

5.03    Riggs Internal/External Audit.    Upon not less
than thirty (30) days prior written notice, not more
frequently than once annually, during regular business
hours and within timeframes that are mutually convenient
for the parties (but in any event within forty-five (45)
days after the written notice), Fidelity shall provide to
Riggss internal and/or external auditors access to the
records, information and documentation of internal controls
of Fidelity and its Affiliates relating to the Riggs
Group and maintained by Fidelity in the normal course of
providing the Services and access to all personnel
providing the Services. Riggss internal and/or external
auditors shall use reasonable judgment in requesting such
records, information and documentation and shall not
unduly disrupt the operation of Fidelitys business.
Fidelity shall promptly cooperate reasonably and in good
faith with Riggss internal and external auditors audit
and/or review of Fidelitys compliance with this
Agreement. Analyses, documentation and other information
not maintained by Fidelity, or maintained by Fidelity but
in a different format than requested by Riggs, in the
normal course of providing Services will be prepared by
Fidelity for use in the audit as an Additional Service.
Fidelity may require any third party to which Fidelity is
directed by Riggs to make confidential records and
information available to enter into a Confidentiality
Agreement as required by Section 9. In no event shall the
records, information, documentation, analyses or any
other information prepared or provided by Fidelity
pursuant to this Section include any confidential
information of any other customer of Fidelity, or of a
Fidelity Affiliate, except any such information of such
an Affiliate relating to the Services.

5.04    Fidelity Internal Audit.    If, as a result of
an internal audit conducted by Fidelity, at its own
expense, Fidelity determines that it has undercharged
Riggs, then (i) Fidelity shall provide to Riggs a
written summary of the aspects of the audit pertaining to
Riggs and copies of the supporting

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documentation at least thirty (30) days prior to
any charge of such amounts to Riggs, and (ii) the amount
of such undercharge shall be treated, for invoicing and
payment purposes, as an adjustment in arrears for the
month in which the undercharge is discovered or the
month in which the final resolution occurs but no
interest or other fee shall be due or payable by Riggs
with respect to such delayed payment. In the event the
audit results in a determination that Fidelity has
overcharged Riggs or failed to timely or properly
provide a credit or reimbursement to Riggs, then the
amount of such overcharge (plus interest thereon from
the date of such overcharge or failure to timely or
properly provide a credit or reimbursement to Riggs
through the date of repayment or credit by Fidelity at
the rate specified in 4.05(b)) shall be treated, for
invoicing and payment purposes, as a credit in arrears
for the month in which the overcharge is discovered or
in the month in which the final resolution occurs,
whichever later occurs.

5.05    Fidelity Audit of Riggs.    Upon not less than
thirty (30) days prior written notice, Riggs shall
provide to Fidelity access to Riggss records and
supporting documentation necessary to verify the credits
and/or reimbursements given to Riggs by Fidelity.
Fidelity shall bear the costs for any such audit. In the
event the audit results in a determination that such
credits or reimbursements were incorrect, then such
incorrect amount shall be corrected appropriately in
arrears for the month in which such incorrect amount is
discovered or in the month in which the final resolution
occurs, but no interest or other fee shall be due or
payable by Riggs with respect to such delayed payment.

5.06    Riggs Security Audit of Fidelity Facilities/Confidentiality.    Upon
not less than thirty (30) days prior written
notice, not more frequently than once annually, and
within timeframes that are mutually convenient for the
parties (but in any event within forty-five (45) days
after the written notice), Fidelity shall provide,
and/or use to be provided, to Riggs access during
regular hours, to Fidelitys facilities, and/or any
other facilities where any of the Services are performed
or provided by Fidelity and/or its Affiliates,
Contractors and Subcontractors, so that Riggs can verify
Fidelitys compliance with the confidentiality and
physical and data security obligations of Fidelity set
forth in this Agreement. In the event the audit results
in a determination that Fidelity is not in compliance
with such obligations, the parties will meet and agree
upon the reasonable steps and timeline Fidelity must
take and satisfy to bring it into compliance and
Fidelity shall promptly take such steps. Notwithstanding
the foregoing, the failure of Fidelity to be in
compliance with the confidentiality and physical and
data security obligations of this Agreement shall
constitute a breach of this Agreement by Fidelity and
shall be actionable in Riggss sole discretion. For each
audit after the first such audit in a calendar year
during the term of this Agreement, Riggs shall reimburse
Fidelity, on a time and materials basis, for the
resources to provide such access pursuant to the terms
and conditions of this Agreement. Any audit pursuant to
this Section that reveals a material non-compliance with
this Agreement shall be deemed not to have occurred for
purposes of the preceding sentence of this Section or
the frequency limitation in the first sentence of this
Section. Moreover, the scope of any Audit performed with
respect to a material non-compliance with this Agreement
shall be limited in scope to the area of non-compliance.
In no event shall the access provided by Fidelity
pursuant to this Section include any confidential
information of any other customer of Fidelity or of a
Fidelity Affiliate, except any such information of such
an Affiliate relating to the Services.

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5.07     Cost of Certain Audits.    With respect to the
audits described in Sections 5.01, 5.02, 5.03 and 5.06,
if Fidelity is required to use more than one hundred
(100) person hours during any annual period to assist
Riggs in the execution of all such audits performed in
such annual period, Riggs shall pay Fidelity for
providing such assistance for all hours in excess of such
one hundred (100) person hour threshold as Additional
Services. With respect to the audit described in Section
5.05, if Riggs is required to use more than one hundred
(100) person hours during any annual period to assist
Fidelity in the execution of such audit performed in such
annual period, Fidelity shall pay Riggs for providing
such assistance for all hours in excess of such one
hundred (100) person hour threshold.

5.08     Certain Prohibited Financial Information.    The
rights granted to Riggs and Fidelity in this Article
5 shall not include the right to audit or review the
internal profit, loss and expense allocations of the
parties.

ARTICLE 6     MANAGEMENT AND HUMAN RESOURCES

6.01     Fidelity Account Executive.    Fidelity shall
designate, prior to the Initial Commencement Date or such
other date as agreed by the parties, a Fidelity Account
Executive for the Fidelity engagement under this
Agreement. The signature of the Fidelity Account
Executive, and his/her designee(s), shall bind Fidelity
and its Contractors and Subcontractors in connection with
all aspects of this Agreement. All of Riggs
communications shall be sent to the Fidelity Account
Executive or his/her designee(s).

a.     Selection.    Before assigning an individual to the position of Account
Executive, whether the person is initially assigned or
subsequently assigned, Fidelity shall:



| |                                                                                                                                                 
| | ------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     notify Riggs of the proposed assignment
for Riggss approval, which approval shall not be
unreasonably withheld, delayed or conditioned;



| |                                                                            
| | ---------------------------------------------------------------------------
| | (ii)     introduce the individual to appropriate
Riggs representatives; and



| |                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii)     consistent with law and Fidelitys
reasonable personnel practices, provide Riggs with
any other information about the individual that is
seasonably requested.

b.     Term.    Fidelity shall cause the person assigned to
the position of Account Executive to devote all time and
effort that is reasonably necessary to the provision of
the Services under this Agreement. Fidelity shall use
commercially reasonable efforts to maintain the initial
Fidelity Account Executive at Riggs for the minimum term
of the first twelve (12) months of the Production Phase,
and each of the subsequent Fidelity Account Executives
for a minimum term of twelve (12) months, unless such
Account Executive (i) voluntarily resigns from Fidelity,
(ii) is dismissed by Fidelity for (a) misconduct or
(b) unsatisfactory performance in respect of his or her
duties and responsibilities to Riggs or Fidelity, (iii) is
unable to work due to his or her death, injury or
disability, (iv) is reassigned because of career
requirements related to promotion or personal hardship
requiring relocation, but excluding lateral transfers
within Fidelity unless accompanying personal hardship,
or (v) is removed from the Riggs assignment at the
request of Riggs. Whenever possible, Fidelity shall give
Riggs at least ninety (90) days advance notice of a
change of

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the Account Executive or if such ninety (90) days notice
is not possible, the longest notice otherwise possible;
provided, however, with respect to notice of a change
based on item (iv) above, the notice period shall be
determined by the Services Oversight Committee based on
a notice that is reasonable under the then-current facts
and circumstances related to the status of the Services
and the engagement of Fidelity by Riggs.

The Fidelity Account Executive shall be assigned
full-time on-site at the Riggs location(s) designated by
Riggs from time to time. Riggs may terminate the
requirement that the Fidelity Account Executive be
on-site full-time at Riggs upon one hundred eighty
(180) days prior written notice to Fidelity; provided,
however, no such termination shall be effective sooner
than twelve (12) months after the Commencement Date. The
Charges to Riggs for the on-site Account Executive shall
be removed from the Charges upon any such termination.

c.     Removal.    In the event that Riggs in good faith
determines that it is not in the best interests of the
Riggs Group for the Fidelity Account Executive to
continue in his or her capacity, then Riggs shall give
Fidelity written notice specifying the reasons for its
position and requesting that the Account Executive be
replaced. Fidelity shall promptly investigate the matters
stated in such notice and report its findings and
conclusions to Riggs. If Riggs maintains its position
that the Account Executive he replaced and such action
is not unlawful, Fidelity shall replace the Account
Executive in accordance with Section 6.01(a), but Riggs
shall pay to Fidelity the reasonable transition fees and
the reasonable relocation costs associated with an
Account Executive replaced pursuant to this Section
6.01(c) in accordance with the provisions of Exhibit 2.

6.02     Riggs Account Executive.    Riggs shall designate,
prior to the Initial Commencement Date or such other
date as agreed by the parties, a Riggs Account Executive
for the Fidelity engagement under this Agreement. The
signature of the Riggs Account Executive and his/her
designee(s) shall bind Riggs and its Contractors in
connection with all aspects of this Agreement. All of
Fidelitys communications shall be sent to the Riggs
Account Executive or his/her designee(s).

a.     Selection.    Before assigning an individual to the
position of Account Executive, whether the person is
initially assigned or subsequently assigned, Riggs
shall:



| |                                                    
| | ---------------------------------------------------
| | (i)     notify Fidelity of the proposed assignment;



| |                                                                               
| | ------------------------------------------------------------------------------
| | (ii)     introduce the individual to appropriate
Fidelity representatives; and



| |                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii)     consistent with law and Riggss reasonable
personnel practices, provide Fidelity with any other
information about the individual that is reasonably
requested.

b.     Term.    Riggs
shall cause the person assigned
to the position of Account Executive to devote
substantial time and effort to the management of Riggss
responsibilities under this Agreement. Whenever possible,
Riggs shall give Fidelity at least ninety (90) days
advance notice of a change of the Account Executive or
if such ninety (90) days notice is not possible, the
longest notice otherwise possible.

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c.     Removal.    In the event that Fidelity reasonably and
in good faith determines that it is not in the best
interests of Fidelity and the Riggs Group for the Riggs
Account Executive to continue in his or her capacity,
then Fidelity shall give Riggs written notice specifying
the reasons for its position and requesting that the
Account Executive be replaced. Riggs shall promptly
investigate the matters stated in such notice and, if
Riggs determines that Fidelitys concerns are reasonable
as judged by Riggs in its sole discretion and such action
is not unlawful, Riggs shall replace the Account
Executive in accordance with Section 6.02(a).

6.03     Services Oversight Committee.    Prior to the
Initial Commencement Date, Riggs shall appoint up to
four (4) members of Riggss management staff, including
the Riggs Account Executive, and Fidelity shall appoint
up to four (4) members of Fidelitys management staff,
including the Fidelity Account Executive, to serve on
the Services Oversight Committee. One of the Riggs
members shall act as the chairman of the Services
Oversight Committee. The Services Oversight Committee
will meet at least once during each calendar quarter by
telephone conference call at a time designated by Riggs,
or in person, at a time and a location mutually agreed
by the parties. The charter of the Services Oversight
Committee is to monitor the parties performance under
this Agreement; request, review and approve plans for
the Services to be performed and used in the future; and
resolve Disputes that may arise under this Agreement.
Each party shall provide prompt notice to the other of
any changes to their personnel appointed to the Services
Oversight Committee.

ARTICLE 7     TRADEMARKS AND MARKETING

Fidelity shall have no rights to use Riggss or its
Affiliates trademarks, service marks or trade names for
any purpose without the prior approval of Riggs. Riggs
shall have no rights to use Fidelitys or its
Affiliates trademarks, service marks or trade names for
any purpose without the prior approval of Fidelity.

ARTICLE 8     INTELLECTUAL PROPERTY RIGHTS

8.01     Ownership of Materials.    Fidelity, the members
of the Riggs Group and their respective Affiliates,
Contractors and Subcontractors have now and may in the
future Develop certain Code and documentation in order
to perform, provide and use the Services. The provisions
of this Section 8 sets forth the respective rights of
the parties, their Affiliates and their respective
Contractors and Subcontractors in such Code and
documentation.

a.     Riggs Code, Riggs Derivative Code, Riggs Works
and all Derivative Works Developed from the Riggs
Materials shall be owned by Riggs, its Affiliates,
and/or their respective Contractors and Subcontractors
(excluding Fidelity), as applicable Subject to the terms
of this Agreement and while Fidelity is obligated to
provide the Services, Fidelity is hereby granted an
irrevocable, nonexclusive, worldwide, paid-up license to
use, execute, reproduce, display, perform and operate
internally such Riggs Materials as provided by Riggs to
Fidelity to provide and perform the Services, and the
right to sublicense Fidelitys Contractors and
Subcontractors subject to compliance with Section 9 of
this Agreement, to do any of the foregoing for Fidelity
for the sole purpose of providing and performing the
Services for the Riggs Group. All patentable inventions
embodied in the Riggs Code, Riggs Derivative Code and all
Derivative Works Developed from those Riggs
Materials, and all patents issued with respect
thereto, shall as between Fidelity, its Affiliates
and/or their

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respective Contractors and Subcontractors and Riggs, its
Affiliates and/or their respective Contractors and
Subcontractors be owned by Riggs, its Affiliates and/or
their respective Contractors or Subcontractors.

Except as expressly provided in this Agreement,
Fidelity shall not, and shall cause its Contractors and
Subcontractors to refrain from, reverse engineering
and/or dissembling the object code for the Riggs
Materials to obtain source code for the Riggs Materials.

b.     Fidelity Code, Fidelity Derivative Code, Fidelity
Works, Fidelity Interfaces, Fidelity APIs and all
Derivative Works Developed from Fidelity Materials shall
be owned by Fidelity, its Affiliates and/or their
respective Contractors and Subcontractors, as applicable.
Subject to the terms of this Agreement and while
Fidelity is obligated to provide the Services, the
members of the Riggs Group are hereby granted an
irrevocable, nonexclusive, worldwide, paid-up license
for the sole purpose of the Riggs Business and as
otherwise provided in this Agreement (i) to use,
execute, operate, reproduce, display, perform, configure
and personalize the Fidelity Works and the object Code
versions of the Fidelity Code including Fidelity
Interfaces and the Fidelity Derivative Code in
connection with the use of the Services, and (ii) use
and reproduce the Fidelity APIs to Develop internally
extensions/interfaces between and among the Fidelity
Software and other software in connection with the use
of the Services, and the right to sublicense their
Contractors and Subcontractors subject to compliance
with Section 9 of this Agreement, to do any of the
foregoing solely for the Riggs Group and as otherwise
provided in this Agreement in connection with the use of
the Services. Further, while Fidelity is obligated to
provide the Services, the members of the Riggs Group are
hereby granted an irrevocable, non-exclusive license,
worldwide, paid-up license for the sole purpose of the
Riggs Business and as otherwise provided in this
Agreement to Develop Derivative Works based on the
Fidelity Works, to distribute the Fidelity Works and
Derivative Works based on the Fidelity Works within the
Riggs Group and as otherwise provided in this Agreement
in connection with the use of the Services, and the
right to sublicense their Contractors and Subcontractors
subject to compliance with Section 9 of this Agreement,
to do any of the foregoing for the Riggs Group and as
otherwise provided in this Agreement. The foregoing
notwithstanding, the Riggs Group shall not have the
right to sublicense any of the above right with respect
to Fidelity Competitor Sensitive Information to any
Contractor or Subcontractor who is a Fidelity
Competitor, but shall have only the right to provide
such Fidelity Competitor with access to, and use of,
Fidelity Competitor Sensitive Information for the
limited purpose of providing services to the Riggs Group
related to the Riggs Business, provided that the
Fidelity Competitor, Riggs, and Fidelity have executed a
Fidelity Non-Disclosure Agreement in accordance with
Section 9.02(b). All patentable inventions embodied in the
Fidelity Code, Fidelity Derivative Code, Fidelity
Interfaces and all Derivative Works Developed from those
Fidelity Materials, and all patents issued with respect
thereto, shall as between Riggs, its Affiliates, and/or
their respective Contractors and Subcontractors and
Fidelity, its Affiliates and/or their respective
Contractors and Subcontractors be owned by Fidelity, its
Affiliates and/or their respective Contractors and
Subcontractors.

Except as expressly provided in this Agreement or
as otherwise agreed by the parties from time to time,
Riggs, the other members of the Riggs Group and/or their
respective Contractors and Subcontractors shall not be provided with any source Code for the
Fidelity Software. Except as expressly permitted in this
Agreement, Riggs will not, and will cause the other

21



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members of the Riggs Group and its and their respective
Contractors and Subcontractors to refrain from, reverse
engineering and/or dissembling the object code for the
Fidelity Software to obtain the source code for the
Fidelity Software.

Any interface Code Developed by members of the
Riggs Group and/or their respective Contractors or
Subcontractors pursuant to the Fidelity APIs shall only
be used with respect to the use of the Services by the
Riggs Group and as otherwise provided in this Agreement.

c.     Subject to each party fulfilling its obligations
to obtain Required Consents as set forth in Section 10.03
of this Agreement, any ownership or license rights
herein granted to either party or another member of the
Riggs Group or any other Authorized Users are limited by
and subject to any patents and copyrights held by, and
terms of any license or other agreements with,
applicable Third Party Providers (including terms
related to Trade Secrets).

d.     To the extent that by operation of law any of the
Fidelity Materials may not be owned by Fidelity or Riggs
Materials may not be owned by Riggs or by a third party
to which ownership has been allocated under this Section 8, each party agrees to promptly assign, or cause to be
assigned, and take such actions and execute and deliver
such documents as shall be necessary or appropriate to
effect such assignment without further consideration.
Each party hereby assigns, without further
consideration, the ownership of all right, title and
interest in all U.S. and foreign copyrights, mask work
rights and patents in the Materials to the other party
or the third party in accordance with the ownership
allocation provisions set forth in this Section 8. Such
assignee shall have the right to obtain and hold in its
own name or transfer patents and copyrights,
applications, registrations, renewals and all other
rights relating or pertinent thereto.

8.02     Obligations Regarding Materials

a.     The parties agree to reproduce copyright, patent
and other legends which appear on any portion of the
Riggs Materials and Fidelity Materials which may be
owned by the parties and any and all third parties.

b.     Except as set forth in Section 9, this Agreement
shall not preclude either party from Developing
materials or providing services which are competitive to
the Riggs Materials, Fidelity Materials or the Services
which might be delivered pursuant to this Agreement,
except to the extent any of the same may infringe any of
the other partys patent rights, copyrights or Trade
Secrets disclosed to receiving party under this
Agreement or mask work rights.

Neither this Agreement nor any disclosure made
hereunder grants any license to either party under any
patents rights, copyrights, mask work rights or Trade
Secrets of the other party, except for the licenses
expressly granted under this Agreement.

8.03     Riggs
Solution License.    Notwithstanding any
other provision of this Agreement except Sections 9.02(a), (b),
the first sentence of(c), and (d), Section 9.03,
Section 9.04 and Section 9.05, Riggs and its
Affiliates are hereby granted by Fidelity an irrevocably
non-exclusive, worldwide, perpetual, paid-up license for
the sole purpose of the Riggs Business, to use,
reproduce, distribute, configure, personalize, modify
and Develop Derivative Works from, the Riggs

22



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Solution to the extent that any part, portion or
aspect of the Riggs Solution is owned by Fidelity, its
Affiliates and/or their respective Contractors or
Subcontractors, and the right to sublicense their
Contractors and Subcontractors subject to compliance with
Section 9 of this Agreement, to do any of the foregoing.
To the extent that any Work Developed under this Section
8.03 constitutes a Derivative Work of any Fidelity
Materials, or an enhancement or modification of any Trade
Secret owned by or licensed by Fidelity, its Affiliates
and/or their respective Contractors and Subcontractors,
as between Riggs, its Affiliates and/or their respective
Contractors and Subcontractors and Fidelity, its
Affiliates and/or their respective Contractors or
Subcontractors, such Derivative Work shall be owned by
Fidelity, its Affiliates and/or their respective
Contractors and Subcontractors.

8.04     Order of Precedence between this Amendment and
Exhibit 5.    Notwithstanding anything in this Agreement to
the contrary (including Section 17.07), in the event of
any conflict between Exhibit 5 and the remainder of this
Agreement, Exhibit 5 shall control.

ARTICLE 9     CONFIDENTIALITY

9.01     Company Information.    Fidelity and Riggs each
acknowledge that the other party may possess and may
continue to possess information, which has commercial
value in such other partys business and is not in the
public domain. Such information may have been discovered
or Developed by such other party or provided to it by a
third party, and such other party may hold property
rights in such information by assignment, license or
otherwise.

9.02     Obligations

a.     Riggs and Fidelity shall each refrain from
unauthorized use, storage and disclosure, will hold as
confidential and shall use the same level of care to
prevent unauthorized use, storage, disclosure to and use
by third parties of, the Company Information of the
other party as it employs to avoid unauthorized storage,
disclosure, publication, dissemination or use of its own
information of a similar nature, but in no event less
than a reasonable standard of care. The concept of a
reasonable standard of care shall include compliance
by the party receiving Company Information of the other
party with all laws applicable to the storage,
disclosure and use of such Company Information in the
receiving partys possession, as well as all laws
applicable to the storage, disclosure and use of such
Company Information in the disclosing partys possession.
Without limitation of the foregoing, the parties agree
to use commercially reasonable security measures with
respect to their obligations to safeguard Company
Information under this Agreement. Notwithstanding the
foregoing, the parties may disclose Company Information
in the case of Riggs to other members of the Riggs
Group, and in the case of both parties and the other
members of the Riggs Group to their respective
Contractors and Subcontractors involved in performing,
providing and using the Services for the Riggs Group
under this Agreement where: (i) such disclosure is
reasonably necessary, and is only made with respect to
such portion of the Company Information that is
reasonably necessary, to permit the members of the Riggs
Group and such Contractors and Subcontractors to perform
their duties hereunder or for the Riggs Group to use the
Services and/or the Riggs Solution; (ii) such other
members of the Riggs Group and such Contractors and
Subcontractors agree in writing to observe the
confidentiality and restricted storage, use and
disclosure covenants and standards of care set forth in
Sections 8 and 9 of this
Agreement and that Fidelity and Riggs are each
third party beneficiaries thereunder for all

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purposes; and (iii) Fidelity in the case of Riggs Company
Information received by Fidelity and disclosed by it as
permitted herein, and Riggs in the case of Fidelity
Company Information received by Riggs and disclosed by it
as permitted herein, assumes full responsibility for the
acts and omissions of the persons and entities to which
each makes disclosures of the Company Information of the
other party no less than if the acts and omissions were
those of Fidelity and Riggs respectively.

b.     Notwithstanding anything to the contrary in this
Agreement, Riggs shall not disclose any of the Fidelity
Competitor Sensitive Information to an Fidelity
Competitor without first obtaining an Fidelity
Non-Disclosure Agreement executed by Fidelity, the
Fidelity Competitor and Riggs. Fidelity shall not
unreasonably withhold its consent to its execution and
delivery of an Fidelity Non-Disclosure Agreement with
respect to an Fidelity Competitor. Any disclosure under
this Section 9.02(b) shall be limited to only that
portion of the Fidelity Competitor Sensitive Information
that is reasonably necessary for such Fidelity
Competitor to provide services to the Riggs Group.

c.     Neither Riggs nor Fidelity shall use the Company
Information of the other party except in the case of
Fidelity and its Contractors and Subcontractors, (i) in
connection with the performance of the Services and/or
(ii) as otherwise specifically permitted in this
Agreement, and in the case of Riggs, its Contractors and
Subcontractors and other members of the Riggs Group, (A)
in connection with the performance of this Agreement,
(B) as specifically permitted in this Agreement and/or
(C) in connection with the use of the Services for the
Riggs Group. Fidelity shall be responsible to ensure that
its Contractors and Subcontractors comply with this
Section 9.02(c) and Riggs shall be responsible to ensure
that the other members of the Riggs Group and its and
their Contractors and Subcontractors comply with this
Section 9.02(c).

d.     (i)     Without
limiting the generality of the
foregoing, neither party will publicly disclose the
substantive or material commercial terms of this
Agreement or the substantive positions of the parties in
the negotiation of this Agreement, except to the extent
permitted by this Section 9 and/or to enforce the terms
of this Agreement, without the prior written consent of
the other party. Furthermore, except as set forth in this
Agreement, neither Fidelity nor Riggs will acquire any
right in or assert any lien against the other partys
Company Information, and/or refuse to promptly return,
provide a copy in the format requested of, or destroy
such Company Information upon the request of the
disclosing party.

(ii)     Riggs has caused or will cause, each of its
Contractors and Subcontractors who have had access to
this Agreement and the substance of the negotiations
between the parties of this Agreement, (A) to enter into
an agreement with Riggs or Riggs and Fidelity, as
required by this Agreement, which satisfies the
requirements of this Section 9, or (B) to (1) return
all drafts of this Agreement, and all notes,
correspondence and similar documentation describing the
substantive or material terms, and/or substantive
positions of the parties in the negotiation, of this
Agreement in such Contractors or Subcontractors
possession or control to Riggs; (2) delete all such
materials and information in electronic files and text
in the possession or control of such Contractor or
Subcontractor; and (3) deliver a certificate of
completion of items (B)(1) and (B)(2) to Riggs signed by
an officer or other principal of such Contractor or
Subcontractor.

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e.     Notwithstanding any other provision of this
Agreement, neither party nor the persons and entities to
which a party makes authorized disclosures of the Company
Information of the other party shall be restricted in
disclosing and using general knowledge, know-how and
experience, including processes, methods, techniques and
concepts developed, conceived or acquired by either
party, its Affiliates or their respective Contractors and
Subcontractors in the course of the performance of this
Agreement and the performance and use of the Services,
which are retained in the minds of employees who have had
access to the other partys Company Information (without
reference to any physical or electronic embodiment of
such information), unless such disclosure and/or use (i)
shall infringe any of the patent rights, copyrights, mask
works rights or Trade Secrets which are a part of the
other partys Company Information, (ii) shall constitute
a violation by Fidelity, a member of the Riggs Group,
and/or their respective Contractors or Subcontractors or
such employee of any applicable law, or (iii) shall
comprise any design or structural aspects, or source or
object code, of any computer software which is a part of
such other partys Company Information or (iv) shall
constitute Fidelity Competitor Sensitive Information.

9.03     Exclusions.    Notwithstanding the foregoing, this
Section 9 shall not apply to any information which
Fidelity or Riggs can demonstrate was or is: (a) at the
time of disclosure to it, in the public domain; (b)
after disclosure to it, published or otherwise becomes
part of the public domain through no fault of the
receiving party; (c) without a breach of duty owed to
the disclosing party, is in the possession of the
receiving party at the time of disclosure to it; (d)
received after disclosure to it from a third party who
had a lawful right to and, without a breach of duty owed
to the disclosing party, did disclose such information
to it; (e) independently developed by the receiving
party without reference to or use of the Company
Information of the disclosing party; (f) a graphical
user interface or other screen display that appears on
monitors and provides user/operator interfaces to the
Services; or (g) user/operator instructions for the use
of the Services, excluding design and structural
aspects, and source or object code, of any computer
software (provided, however, Riggs shall not distribute
copies of such user/operator instructions to persons
and/or entities without a need to have access to such
instructions in connection with the use or operation of
the Services or Riggs Business). Further, either party
may disclose the other partys Company Information to
the extent required by law or order of a court or
governmental agency or National Stock Exchange Rule.
However, in the event of disclosure pursuant to an order
of court or governmental agency, the recipient of such
Company Information shall give the disclosing party
prompt notice to permit the disclosing party an
opportunity, if available, to obtain a protective order
or otherwise protect the confidentiality of such
information, all at the disclosing partys cost and
expense. The receipt of Company Information under this
Agreement will not limit or restrict assignment or
reassignment of employees of Fidelity and the Riggs
Group within or between the respective parties and their
Affiliates.

9.04     Loss of Company Information.    The receiving
party shall promptly notify the disclosing party, in
writing, in the event of any storage, disclosure, loss
or use in violation of this Agreement of a disclosing
partys Company Information known to the receiving party.

9.05     Limitation.    The covenants of confidentiality
set forth herein (a) will apply after the Effective Date
to any Company Information disclosed to the receiving
party before and after the Effective Date and (b) will
continue
and must be maintained from the Effective Date
through the termination of the

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Services and (i) with respect to Trade Secrets,
until such trade Secrets no longer qualify as trade
secrets under applicable law; and (ii) with respect to
Confidential Information for a period equal to the longer
of five (5) years after termination of the parties
relationship under this Agreement, or as long as required
by applicable law. Neither party will be responsible for
the security of the Company Information of the other
party during transmission via public communications
facilities, except to the extent that such breach of
security is caused by the failure of such party to
perform its obligations under this Agreement, or acts or
omissions in breach of this Agreement, in the case of
Fidelity, by Fidelity or its employees, Contractors and
Subcontractors, and in the case of Riggs, by members of
the Riggs Group or their respective Contractors or
Subcontractors.

ARTICLE 10     COVENANTS

10.01     Non-Solicitation.    Except as otherwise expressly
provided in this Agreement (including Exhibit 5), or with
Fidelitys written consent, during the term of this
Agreement and for one (1) year after the later to occur
of the cessation of Termination Services or the date of
termination or expiration of this Agreement, Riggs shall
not directly or indirectly, solicit or hire any of
Fidelitys or its Affiliates employees that become known
to such party as a result of Services provided under this
Agreement. Except with Riggss written consent, during the
term of this Agreement and for one (1) year after the
later to occur of the cessation of the Termination
Services or the date of termination or expiration of this
Agreement, Fidelity shall not, directly or indirectly,
solicit or hire any of the Riggs Groups or their
Affiliates employees. Notwithstanding the foregoing,
either party may at any time hire any such employee who
responds to an employment solicitation directed to the
public generally or to an employment solicitation by a
retained third party so long as the third party is not
directed by a party to this Agreement, or one of their
Affiliates, to make such solicitation to the employees of
the other party or its Affiliates.

10.02     Cooperation.    The parties shall timely,
diligently and on a commercially reasonable basis
cooperate, facilitate the performance of their
respective duties and obligations under this Agreement
and reach agreement with respect to matters left for
future review, consideration and/or negotiation and
agreement by the parties, as specifically set forth in
this Agreement. Neither party shall unreasonably withhold
or delay any consent, approval or request by the other
party required under this Agreement. Further, the parties
shall deal and negotiate with each other and their
respective Affiliates in good faith in the execution and
implementation of their duties and obligations under
this Agreement.

10.03     Required Consents.    Fidelity shall have
responsibility for obtaining, and paying for all fees
and charges for, and expenses incurred in connection
with obtaining, all Required Consents for the use by the
members of the Riggs Group of the Services, and all
components and modules of the Services, except the Third
Party Agreements and the Riggs Software. However,
Fidelity shall not be responsible for paying the fees
and expenses incurred by Fidelity to obtain any Required
Consents in connection with the acquisition and
divestiture transactions described in Section 3.06.

Riggs shall have responsibility for obtaining, and
paying all fees and charges for, and expenses incurred
in connection with obtaining, all Required Consents for
the use by Fidelity of the Riggs Software and the
interface and
interaction by Fidelity with the Third Party
Providers pursuant to the Third Party

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Agreements. Moreover, Riggs shall have responsibility for
paying the fees and expenses allocable to certain other
Required Consents in accordance with Section 3.06.

At the request of either party, the other party
will as promptly as reasonably possible provide a list
setting forth all Required Consents and a status of each
Required Consent until all Required Consents are
obtained.

ARTICLE 11     REPRESENTATIONS AND WARRANTIES

11.01     By Riggs.    Riggs represents and warrants to
Fidelity as follows:

a.           Authority.    Riggs (i) is a National Banking Association, and
(ii) has full power to own, lease, license and operate
its properties and assets and to conduct its business as
currently conducted and to enter into this Agreement and
to consummate the transactions contemplated hereby.

b.           Authorized Agreement.    This Agreement has been duly
authorized, executed and delivered by Riggs.

c.           No Default.    Neither the execution and delivery of
this Agreement by Riggs, nor the consummation of the
transactions contemplated hereby, shall result in the
breach of any term or provision of, or constitute a
default under, any charter provision or bylaw, agreement
(subject to any applicable consent), order, law, rule or
regulation to which Riggs is a party or which is
otherwise applicable to Riggs, except for a breach or
default under any agreement, order, law, rule or
regulation that would not have a more than minor adverse
effect upon Riggss ability to perform its obligations
under this Agreement.

d.           Sufficient Rights.    Riggs owns or possesses
sufficient rights to grant the rights and licenses
granted by Riggs under this Agreement.

e.           No Infringement.    To the knowledge of Riggs, the
Riggs Software and business processes provided to
Fidelity by Riggs do not infringe, violate or
misappropriate any patent, copyright, trademark, trade
secret or other proprietary right of any person or
entity, and to the knowledge of Riggs, no claims to such
effect exist.

11.02     By Fidelity.    Fidelity represents and warrants
to Riggs as follows:

a.           Authority.    Fidelity (i) is a corporation duly
incorporated, validly existing and in good standing
under the laws of Arkansas, and (ii) has full power to
own, lease, license and operate its properties and
assets, to conduct its business as currently conducted
and to enter into this Agreement and to consummate the
transactions contemplated hereby.

b.           Authorized Agreement.    This Agreement has been duly
authorized, executed and delivered by Fidelity.

c.           No Default.    Neither the execution and delivery of
this Agreement by Fidelity, nor the consummation of the
transactions contemplated hereby, shall result in the
breach of any term or provision of, or constitute a

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default under, any charter provision or bylaw,
agreement (subject to any applicable consent), order,
law, rule or regulation to which Fidelity is a party or
that is otherwise applicable to Fidelity.

d.           Sufficient Rights.    Fidelity owns or possesses
sufficient rights to grant all of the rights and
licenses granted by Fidelity under this Agreement.

e.           No Infringement.    To the knowledge of Fidelity, the
Fidelity Materials, the Fidelity Products and the
business processes used and provided by Fidelity to
perform and provide the Services and the Services
themselves, do not infringe, violate or misappropriate
any patent, copyright, trademark, trade secret or other
proprietary right of any third party and to the
knowledge of Fidelity, no claims to such effect exist.

f.           Year 2000 Warranty.    The Services will not be
adversely affected in any way by any date data, date
setting, date value, date input or other date related
data and any combination thereof (including leap year),
whether falling on, after or before January 1, 1999,
September 9, 1999, December 31, 1999, or January 1, 2000.

g.           Capability to Provide Services.    Fidelity has, or
will engage, the requisite and necessary skills and
experience to perform and provide the Services in
accordance with this Agreement, and the Information
System and the other resources and processes of Fidelity
that will be used to perform and provide the Services
are sufficient to enable Fidelity to perform and provide
the Services in accordance with this Agreement.

h.           Fidelity lnformation Services, Inc.    Fidelity
Information Services, Inc is a wholly-owned subsidiary
of Fidelity National Financial, Inc.

11.03     DISCLAIMER OF WARRANTIES.    EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY
REPRESENTATIONS OR WARRANTIES AND SPECIFICALLY
DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.

ARTICLE 12     DISPUTE RESOLUTION

12.01     Account Executives.    All Disputes shall be
referred to the Account Executives prior to escalation
to the Services Oversight Committee. If the Account
Executives are unable to resolve, or do not anticipate
resolving, the Dispute within ten (10) days after
referral of the Dispute to them or such longer period as
the parties may agree in writing, the parties shall
submit the Dispute to the Services Oversight Committee.

12.02     Services Oversight Committee.    The Services
Oversight Committee shall meet at least once every
calendar quarter during the term of this Agreement and
at such other times as either party may designate upon
notice to the other party for the purpose of resolving
Disputes that may arise under this Agreement. Each such
meeting shall be by telephone conference call at a time
mutually agreed by the parties but in any event within
fifteen (15) days after either party gives written
notice to the other party requesting a
meeting or conference call, or in person, at a time
and a location mutually agreed by the

28



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parties. The Services Oversight Committee shall consider
Disputes in the order such Disputes are brought before
it, unless the Committee determines otherwise in a
particular instance. In the event the Services Oversight
Committee is unable to resolve a Dispute within fifteen
(15) days of the date of the first meeting or telephone
conference call during which such Dispute was
considered, the Services Oversight Committee shall
notify the senior executive selected by each party
pursuant to Section 12.03. No Dispute under this
Agreement shall be the subject of arbitration or
litigation proceedings between Riggs and Fidelity before
being considered by the Services Oversight Committee and
senior management pursuant to Section 12.03, except for
an action to seek injunctive relief described in Article 13.

12.03     Senior Management.    Either party may, upon receipt of a notice
from the Services Oversight Committee pursuant to
Section 12.02, elect to utilize a non-binding dispute
resolution procedure whereby each presents its case at a
hearing before a panel consisting of the Chief Operating
Officer of each of the parties. If a party elects to use
the procedure set forth in this Section, the other party
shall participate. The hearing shall occur within
fourteen (14) days after a party serves notice to use
the procedure set forth in this Section. Neither party
may be represented at the hearing by legal counsel
unless the parties otherwise agree in writing; however,
each party may be accompanied by legal counsel providing
advice and counsel to such party versus representation
as an advocate in the hearing. If the matter cannot be
resolved at the hearing, each partys only recourse
shall be arbitration or litigation as provided in
Article 13. The proceedings occurring pursuant to this
Section shall be without prejudice to the legal position
of either party. Notwithstanding the previous sentence,
all discussions and correspondence among the
representatives for the purposes of these negotiations
shall be treated as confidential information developed
for purposes of settlement, exempt from discovery and
production, which shall not be admissible in any
subsequent proceedings between the parties; provided,
however, written notices of default, breach, cure,
election and/or demand given in connection with such
negotiations may be disclosed by either party in
connection with any dispute resolution process or
proceeding (whether arbitration, mediation, litigation
or otherwise) and as required by law or a regulation of
any national securities exchange on which such partys
securities are traded. Documents identified in or
provided with such communications, which are not
prepared for purposes of negotiation, are not so
exempted and may, if otherwise admissible, be admitted
in evidence in such subsequent proceedings. Except as
provided in Section 12.04 and Article 13, no arbitration
or litigation may commence concerning the Dispute until
five (5) days have elapsed from the last day of the
hearing under this Section. Each party shall bear its
respective costs incurred in connection with the
procedure set forth in this Section, except that the
parties shall share equally in the cost of the facility
for the hearing if the hearing is held at a neutral
location.

12.04     Expedited Resolution.    If a Dispute arises (a)
prior to the Production Phase or (b) at any time if
Riggs believes that Service Levels are not being met or
that such Dispute relates to (i) matters that materially
and adversely impact either partys business operations
or (ii) compliance with applicable laws, and either
party initiates the dispute resolution provisions set
forth in Article 12 for such Dispute, the time period
set forth in Section 12.01 shall be changed to
twenty-four (24) hours in Section 12.03. In such event,
either party may elect to bypass the Services Oversight
Committee as provided in Section 12.02 and refer the
Dispute directly from the Account
Executives to senior management as provided in
Section 12.03, and the fourteen (14) day and five (5)
day periods in Section 12.03 shall be reduced to seven
(7) and three (3) days,

29



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respectively. Except as expressly modified by this
Section 12.04, all other provisions of Articles 12 and 13 shall apply to a Dispute.

ARTICLE 13     ARBITRATION

13.01     Panel.    The arbitration shall be heard and
determined by a panel of three (3) independent persons, a
list of which shall be provided by the American
Arbitration Association (AAA) and who are experienced
in the matters of banking information technology
agreements, data processing agreements and/or related
outsourcing agreements. Each party shall have the right to
designate one (1) member of the panel from the list of
arbitrators provided by the AAA. Such members shall
select a third member of the panel from the list of
arbitrators provided by the AAA. The party demanding
arbitration shall communicate its demand therefore in
writing, identifying the nature of the Dispute. Each party
shall then be bound to name, in writing, its arbitrator
from the list provided by the AAA within twenty (20) days
after the initial demand for arbitration. If either patty
fails or refuses to name its arbitrator within the twenty
(20) day time period, the AAA shall name the second
arbitrator. If the two (2) arbitrators are unable to agree
upon a third arbitrator within twenty (20) days after the
second arbitrator is named, the AAA shall appoint a third
arbitrator from candidates submitted by both parties.

13.02     AAA.    The commercial rules of the AAA shall apply
to any arbitration under this Agreement, except to the
extent the provisions of this Article vary therefrom.

13.03     Decisions.    Decisions of the panel shall be
made by majority vote. The panel is empowered to render
awards including, without limitation, damage awards and
injunctions enjoining a party from performing any act
prohibited or compelling a party to perform any act
directed by this Agreement. The panel may award only
those types and amounts of damages as permitted or
authorized by this Agreement.

13.04     Interim Orders.    The panel may issue such
interim orders in accord with principles of equity as
may be necessary to protect any party from irreparable
harm during the pendency of any arbitration before it.
Any such order shall be without prejudice to the final
determination of the controversy

13.05     Location.    The proceeding before the panel
shall be held in New York City, or as otherwise agreed
upon by the parties.

13.06     Expedited Schedule.    The arbitration shall be
conducted on an expedited schedule. Unless otherwise
agreed by the parties, the parties shall make their
initial submissions to the panel and the hearing shall
commence within one hundred twenty (120) days of the
initiation of proceedings. The hearing shall be completed
within ten (10) business days thereafter with each party
allowed equal time and opportunity to present its
respective side of the claim or controversy.

13.07     Prompt Award.    The award shall be made promptly
by the panel, and, unless agreed by the parties, no
later than thirty (30) days from the closing of the
hearing. Any failure to render the award within the
foregoing time period shall not affect the validity of
such award.

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13.08     Discovery.    The parties shall be entitled to
discovery of all documents and information reasonably
necessary for a full understanding of any Dispute raised
in the arbitration relating to this Agreement. The parties
may use all methods of discovery available under the
Federal Rules of Civil Procedure, including, without
limitation, depositions, requests for admission and
requests for production of documents. The time periods
applied to these discovery methods shall be set by the
panel so as to permit compliance with the scheduling
provisions of this Article. All discussions and
correspondence among the representatives for purposes of
the negotiations instituted under Article 12 above
(Dispute Resolution) shall be treated as confidential
information developed for purposes of settlement, exempt
from discovery and production, which shall not be
admissible in any subsequent proceedings between the
parties; provided, however, written notices of default,
breach, cure, election and/or demand given in connection
with such negotiations may be disclosed by either party
in connection with any dispute resolution process or
proceeding (whether arbitration, mediation, litigation or
otherwise) and as required by such law or a regulation of
any national securities exchange on which such partys
securities are traded. Documents identified in or provided
with such communications, which are not prepared for
purposes of the negotiations, are not so exempted and
may, if otherwise admissible, be admitted in evidence in
such subsequent proceeding.

13.09     Binding Decisions.    The decision or award
rendered or made in connection with the arbitration
shall be final and binding upon the parties thereto. The
prevailing party may present the decision or award to
any court of competent jurisdiction for confirmation
pursuant to the provisions of the Federal Arbitration
Act, 9 U.S.C. §§ 1-14, and such court shall enter
forthwith an order confirming such decision or award.

13.10     Litigation.    All Claims by the Riggs
indemnities pursuant to Section 16.01 (viii), by the
Fidelity indemnities pursuant to Section 16.02 (viii), by
Riggs described in Section 14.05 (b)(iii), and by
Fidelity described in Section 14.05 (b)(iv), together with all claims arising out
of the same incident(s) and/or circumstance(s) with
respect to each of the foregoing, shall not be subject
to the mandatory arbitration provisions of this Article
13, but instead shall be brought in a Federal District
Court, state court or similar governmental judicial
tribunal. Each party hereto hereby consents to the
jurisdiction of such tribunal and agrees that service of
process may be completed in any such suit, action or
proceeding by any reasonable means calculated to assure
actual notice, including, without limitation, delivery
by Federal Express or other courier service, or
certified or registered mail, return receipt registered
and received. If a judgment for fraud and/or intentional
misconduct is not returned against the party defendant,
the party plaintiff shall promptly reimburse the party
defendant, upon demand, for all reasonable costs and
expenses incurred by the party defendant in the defense
of the fraud and/or intentional misconduct claim(s) by
the party plaintiff. Alternatively, if a judgment for
fraud and/or intentional misconduct is returned against
the party defendant, the party defendant shall reimburse
the party plaintiff, upon demand, for all reasonable
costs and expenses incurred by the party plaintiff in
the prosecution of the fraud and/or intentional
misconduct claim(s) by the party plaintiff; as well as
for the judgment against the party defendant.

13.11     Continued Performance.    Notwithstanding any
other provision of this Agreement to the contrary, the
parties shall continue to timely and
properly perform their respective obligations under
this Agreement while a dispute between the parties is
being resolved unless and until such performance

31



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is prevented by the actions of the other party,
unless such action is instituted for Riggs failure to
pay any undisputed amounts due and payable to Fidelity
hereunder.

13.12     Injunctive Relief.    Notwithstanding any other
provision of this Agreement, either Party may resort to
court action for injunctive relief at any time if, in
such partys good faith belief, the Dispute Resolution
Processes set forth in Articles 12 and 13 would permit or
cause irreparable injury to such party or any third party
claiming against such party, due to delay arising of the
Dispute Resolution Process.

13.13     Governing Law.    All rights and obligations of
the parties relating to this Agreement shall be governed
by and construed in accordance with the law of the State
of Virginia, without giving effect to any choice-of-law
provision or rule (whether of the State of Virginia or
any other jurisdiction) that would cause the application
of the laws of any other jurisdiction; provided, however,
the Uniform Computer Information Transactions Act as
enacted in Virginia, Va. Code §§ 59 1-501 01 et seq
(UCITA), shall not apply to this Agreement or any
performance hereunder and the parties expressly opt-out
of the applicability of UCITA to this Agreement.

ARTICLE 14     BREACH; REMEDIES

14.01     Certain Limitations of Fidelity
Responsibility.    Among other provisions in this Agreement
which excuse performance by the parties in certain
instances, this Section 14.01 excuses Fidelitys
performance in certain instances. Fidelity shall not be
liable for its failure to perform to the extent, but
only to the extent, that Fidelitys failure is due to
(i) a failure by the Riggs Group, or any third party
retained by or under the control of (excluding Fidelity
and/or its Affiliates, Contractors and Subcontractors)
the Riggs Group, to provide hardware, software,
services, data consents, approvals, responses or
materials that the Riggs Group or such third party is
required to provide to Fidelity in accordance with this
Agreement and that Fidelity requires to perform the
Services, unless such failure was caused in whole or
part by Fidelity, (ii) a failure by Riggs or the Riggs
Group to timely and properly perform its
responsibilities in accordance with this Agreement,
unless such failure was caused in whole or part by
Fidelity, (iii) a failure by Riggs or the Riggs Group to
obtain consents or approvals for Fidelity and its
Affiliates, Contractors and Subcontractors to use the
Riggs Software (excluding any consents required from
Fidelity and/or its Affiliates, Contractors and
Subcontractors) in accordance with this Agreement, (iv)
a failure by Riggs or the Riggs Group to timely and
accurately provide input data or review output produced
by Fidelity as a part of the Services in accordance with
this Agreement, or (v) any act or omission by Fidelity
done or omitted to be done by Fidelity in accordance
with a direction from an individual designated by Riggs
or the Riggs Group pursuant to Section 3.08(b).

14.02     Force Majeure

a.           Excuse of Performance.    Subject to Section
14.02(b), neither party shall be liable for any default
or delay in the performance of its obligations hereunder
(except for the payment of money) if and to the extent
such default or delay is caused, directly or indirectly,
by acts of God, governmental acts, accidents, wars,
terrorism, riots or civil unrest, fires, storms,
earthquakes, floods or elements of nature (individually,
a Force Majeure Event). The excuse of performance provided
by this Section 14.02 extends to Force Majeure Events

32



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which occur to Fidelity and/or its Affiliates,
Contractors and Subcontractors, including any such
Contractor or Subcontractor contracted by Fidelity to
provide Business Continuity Services for Riggs pursuant
to this Agreement. Upon the occurrence of a Force Majeure
Event and subject to Section 14.02(b), the nonperforming
party will be excused from any further performance or
observance of the obligations so affected for as long as
such circumstances prevail and such party continues to
use commercially reasonable efforts to recommence
performance or observance whenever and to whatever
extent possible without delay. Any party so delayed in
its performance will as promptly as practical notify the
other party by telephone (to be confirmed in writing
within five (5) days of the inception of such delay) and
describe at a reasonable level of detail the
circumstances causing such delay.

b.          Termination of Certain Fidelity Obligations.    Upon
a Force Majeure Event affecting both the ability of
Fidelity to provide the Services itself and to provide
the Fidelity ASP Services portion of the Business
Continuity Services through a third party as described
in Exhibit 5, for more than thirty (30) days which
cannot be restored by Fidelity using commercially
reasonable efforts within such thirty (30) days, either
Fidelity or Riggs may upon ten (10) days prior notice to
the other party after such thirty (30) day period
terminate Fidelitys obligation to perform the Services
except by providing to the Riggs Group the remaining
portion of the Services defined in this Agreement as the
Business Continuity Services. A termination as described
in this Section 14.02(b) shall not be deemed in breach
of this Agreement by Fidelity, but such termination
shall not relieve Fidelity of its obligation to provide
the Business Continuity Services as described in this
Section 14.02 and Exhibit 5.

14.03     Limitation of Liability  Amount.    Except as
provided in Section 14.05(a), each partys liability for
damages whether a claim therefore is based on warranty,
contract, tort (including, without limitation,
negligence or strict liability), guarantee, statute or
otherwise arising out of or relating to any performance
or nonperformance of Services under this Agreement shall
be limited in the aggregate for all claims to an amount
equal to Ten Million Dollars ($10,000,000) (the Cap).

14.04     Limitations of Liability  Types of Damages.    Except as provided in Section 14.05(b), neither party
shall have any liability whether based on warranty,
contract, tort (including, without limitation,
negligence or strict liability), guarantee, statute or
any other legal or equitable grounds to the other party
for any damages defined by applicable law as indirect,
consequential, special, punitive or incidental damages,
whether or not a party has been advised by the
possibility of such damages.

14.05     Exclusions from Limitations

a.           Amount of Damages.    The following damages and
recoveries shall not be subject to the Cap set forth in
Section 14.03:



| |                  
| | -----------------
| | (i)     RESERVED;



| |                                                                                      
| | -------------------------------------------------------------------------------------
| | (ii)     damages arising from a breach of Section
3.16 Services not to be Withheld;



| |                    
| | -------------------
| | (iii)     RESERVED;

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| |                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv)     recoveries payable with respect to the
indemnification claims set forth in Section 16.01
(i), (ii), (iv), (v), (viii), (ix), (x), and (xi)
and Section 16.02 (i), (ii), (iii), (iv), (v),
(vi), (viii) and (ix);



| |                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v)     damages arising from claims by Riggs for
fraud committed by, and/or the intentional
misconduct of, Fidelity and/or its Affiliates,
Contractors, or Subcontractors or the employees of
any of the foregoing, in connection with the
Services and/or this Agreement, subject to Section
13.10;



| |                                                                                                                                                                                                                                                                                                          
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (vi)     damages arising from claims by Fidelity
for fraud committed by, and/or the intentional
misconduct of, Riggs and/or its Affiliates,
Contractors, or Subcontractors or the employees of
any of the foregoing, in connection with the
Services and/or this Agreement, subject to Section
13.10; and



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (vii)     damages arising from a breach of
Fidelitys obligation to timely and properly
restore the Services after a Business Interruption
Event shall be limited by the Cap plus Five Million
Dollars ($5,000,000) for Overdrafts; provided,
however, that in order for Riggs to recover such
damages, Fidelity must fail to restore the Services
for at least one hundred two (102) hours after the
Business Interruption Event and Riggs must have
given Fidelity at least six (6) hours written
notice of the Business Interruption Event prior to
claiming damages from Fidelity.

With the exception of the Cap limitation set forth
in this Section 14.05(a) at (vii), payments made for
damages and amounts described in items (i) through (vii)
of this Section 14.05 shall not be included in
calculating the Cap.

b.     Types of Damages.    The damages, losses and payments
arising from the following events shall not be subject
to the limitations on the types of damages recoverable
by the parties in Section 14.04:



| |                  
| | -----------------
| | (i)     RESERVED;



| |                                                                                      
| | -------------------------------------------------------------------------------------
| | (ii)     damages arising from a breach of Section
3.16 Services Not To Be Withheld;



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii)     the following damages, losses and
payments: (1) damages of the Riggs Group, (2) all
amounts paid and payable and/or lost by the Riggs
Group to Fidelity and/or third parties, and (3)
all amounts paid and/or lost by the Riggs Group
arising out of or resulting from judgments,
settlements, awards, losses, charges, liabilities,
penalties, interest claims (including taxes and
all related interest and penalties incurred
directly with respect thereto), however described
or denominated, and all related reasonable costs,
expenses and other charges (including all
reasonable attorneys fees) and reasonable
external costs of investigations, litigation,
hearings, proceedings, document and data
productions and discovery, settlement, judgment,
award, interest and penalties), however described
or denominated (but such damages, losses and
payments described in (1), (2) and (3) shall
exclude (A) loss of profits of the Riggs Group,
(B) loss of revenue of the Riggs Group, and/or (C)
damages to the reputation of the Riggs

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| |                                                                                                                                                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Group), which damages, losses and payments
described in (1), (2) and (3) arise from fraud
committed by, and/or the intentional misconduct
of, Fidelity and/or its Affiliates, Contractors,
or Subcontractors or the employees of any of the
foregoing, in connection with the Services and/or
this Agreement, subject to Section 13.10; and



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv)     the following damages, losses and
payments: (1) damages of Fidelity, (2) all amounts
paid and payable and/or lost by Fidelity to Riggs
and/or third parties, and (3) all amounts paid
and/or lost by Fidelity arising out of or
resulting from judgments, settlements, awards,
losses, charges, liabilities, penalties, interest
claims (including taxes and all related interest
and penalties incurred directly with respect
thereto), however described or denominated, and
all related reasonable costs, expenses and other
charges (including all reasonable attorneys fees)
and reasonable external costs of investigations,
litigation, hearings, proceedings, document and
data productions and discovery, settlement,
judgment, award, interest and penalties), however
described or denominated (but such damages, losses
and payments described in (1), (2) and (3) shall
exclude (A) loss of profits of the Fidelity, (B)
loss of revenue of the Fidelity, and/or (C)
damages to the reputation of the Fidelity), which
damages, losses and payments described in (1), (2)
and (3) arising from fraud committed by, and/or
the intentional misconduct of, Riggs and/or its
Affiliates, Contractors, or Subcontractors or the
employees of any of the foregoing, in connection
with the Services and/or this Agreement, subject
to Section 13.10.

14.06     Limited Circumstance Recoveries.    Notwithstanding any other provision of this Agreement to
the contrary (including, without limitation, Section
14.04), Riggs may recover the following damages subject
to the terms of Section 14.03 and 14.05(a):

a.           direct damages arising from a breach of Article 9
with respect to information of or regarding customers
and/or consumers of the Riggs Group included in the
Riggs Data by Fidelity and/or its Contractors and
Subcontractors, and all amounts any member of the Riggs
Group pays and/or loses to third parties resulting from
or arising out of and/or to remedy the effects of such
breach (excluding in all cases (i) loss of profits of
the Riggs Group, (ii) loss of revenue of the Riggs
Group, and/or (iii) damages to the reputation of the
Riggs Group);

b.           Losses as defined in this Agreement and used in
Article 16; and

c.           Overdrafts
as defined in this Agreement and used in Section.
14.05(a)(vii).

14.07     Remedies

a.           Generally.    Subject to the provisions of this
Agreement, each of the parties, at its option, may seek
all remedies available to it under law and in equity
including, without limitation, recoupment, injunctive
relief in the form of specific performance to enforce
the Agreement and/or actions for damages.

b.           For Breaches of Service Levels.    The parties agree
that the damages incurred by the Riggs Group as a result
of a breach by Fidelity of an
individual Service Level or group of Service Levels
which does not constitute a

35



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material breach of this Agreement as defined in
Section 12.03 of Exhibit 2 are difficult and costly to
determine, that the Performance Credits are a fair
estimate of the damages incurred by the Riggs Group in
the event of a breach by Fidelity of an individual
Service Level or group of Service Levels which do not
constitute a material breach of this Agreements as
defined in Section 12.03 of Exhibit 2, are reasonable
and are not unconscionable under the circumstances on the
Effective Date, and that the Performance Credits are
liquidated damages awarded in such event in lieu of
actual damages incurred by the Riggs Group. Accordingly,
Riggs recovery of Performance Credit(s) with respect to
a Service Level breach or group of Service Level breaches
which do not constitute a material breach of this
Agreement as defined in Section 12.03 of Exhibit 2 shall
constitute an acknowledgement by Riggs of full
satisfaction and release of such Service Level breach
claim(s) by Riggs giving rise to the Performance Credits.
However, Riggs recovery of Performance Credits for a
breach or breaches by Fidelity of one or more Service
Levels shall not constitute a full satisfaction of and
release by Riggs of Riggs claim(s) for other breach(es)
of the Agreement for which the Service Levels do not
constitute the exclusive basis upon which a breach or
breaches of the Agreement may be claimed, and Riggs shall
not be precluded from asserting such breach(es) or
recovering damages for such breach(es) by this Section
14.07(b). Moreover, any Service Level breach or group of
Service Level breaches by Fidelity which constitute a
material breach of this Agreement as defined in Section
12.03 of Exhibit 2 shall not be satisfied and released by
the payment of Performance Credits to Riggs by Fidelity
because the Performance Credits are not agreed by the
parties to be a fair estimate of the damages incurred by
the Riggs Group or reasonable or not unconscionable under
such circumstances. Accordingly, the payment of the
Performance Credits shall not constitute liquidated
damages for such a material breach as defined in Section
12.03 of Exhibit 2, and if paid or credited by Fidelity,
such Performance Credits shall be a credit toward the
actual damages incurred by the Riggs Group as a result of
such a material breach.

14.08     Subrogation for Overdraft and Certain Other
Claims and Losses.    In the event that Fidelity is
obligated to pay and pays any claim for damages to any
member of the Riggs Group for Overdrafts incurred by
such member of the Riggs Group arising out of or
resulting from a breach by Fidelity of its obligation to
timely and properly restore the Services after a
Business Interruption Event and/or Fidelitys
indemnification obligations pursuant to Section
16.01(vii), Fidelity shall be subrogated to all rights
of such member of the Riggs Group with respect to
damages for Overdrafts or other Claims and/or Losses
described in Section 16.01 (vii) that were recovered
pursuant to such claim.

ARTICLE 15     TERMINATION

15.01     Conditions of Termination/Effect of
Termination.    In addition to expiration at the end of the
term specified in Article 2, this Agreement may be
terminated under any of the following circumstances:

a.     Convenience.    At anytime following the Live Date,
Riggs may terminate this Agreement for convenience upon
twelve (12) months prior written notice to Fidelity. A
termination pursuant to this Section 15.0l(a) shall not
be deemed a breach of this Agreement. In such event,
Fidelity shall be obligated to provide the Termination
Services as requested by Riggs. Riggs sole and exclusive
payment liability to Fidelity for a termination for
convenience shall be the payment to Fidelity of the
following amounts: (i) the
Termination Charge; and (ii) the Charges for the
Services through the find day on which Fidelity

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provides and performs, and Riggs uses,
the Services. Each
of Charges (i) through (ii) shall be paid by Riggs to
Fidelity in accordance with the terms of this Agreement

b.     Riggs for Cause.    Riggs may terminate this Agreement
for cause as follows:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     Upon a material breach by Fidelity of its
obligations to provide one or more of the Services
set forth in Exhibit 3 and described in (A) and (B)
below, in accordance with this Agreement, which
breach is not cured within the cure period
indicated in (A) and (B) below after Riggs notifies
Fidelity in writing of such material breach: (A)
Four (4) days  cause the Fidelity ASP Services to
be available to enter deposits and record the
deposits in accordance with the Documentation,
enter withdrawals and record withdrawals in
accordance with the Documentation, cause the
Fidelity ASP Services to be available to interact
with the ATM System and record the attendant
transactions in accordance with the Documentation,
or cause the Fidelity ASP Services to be available
to interact with the Alltel Communication Engine
(ACE) which is part of the Fidelity On-Site
Software Server and record the attendant
transactions in accordance with the Documentation;
or (B) Seven (7) days  cause the Fidelity ASP
Services to he available to prepare invoices for
consumer loans, enter and record payments for
consumer loans in accordance with the
Documentation, or cause the Fidelity ASP Services
to be available to prepare invoices for commercial
loans, enter and record payments on commercial
loans in accordance with the Documentation; or



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)     Upon a material breach by Fidelity of
its obligations to timely and properly restore the
Services after a Business Interruption Event as
described in Exhibit 5 in accordance with the
timeframe(s) and to the extent set forth in
Exhibit 5, which termination shall he effective
upon receipt by Fidelity of written notice from
Riggs of such breach; provided, however, in order
for Riggs to terminate this Agreement based upon a
breach of Fidelitys obligations to restore the
Services after a Business Interruption Event,
Fidelity must fail to restore the Services for at
least one hundred forty four (144) hours after the
Business Interruption Event and Riggs must have
given Fidelity at least forty-eight (48) hours
written notice of the Business Interruption Event
prior to Riggs giving notice of termination of
this Agreement to Fidelity; or



| |                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii)     Upon a material breach by Fidelity of
its obligations to comply with the tape delivery,
storage and tape update and escrow provisions set
forth in Exhibit 5 and the Escrow Agreement and the
failure of Fidelity to cure such breach written ten
(10) days after Riggs notifies Fidelity in writing
of such material breach; or



| |                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv)     Upon a material breach by Fidelity of
its obligations under Article 8 or 9 of this
Agreement and the failure of Fidelity to terminate
such breaching actions and commence and diligently
pursue commercially reasonable actions to
remediate such breach, within five (5) days after
Rigs notifies Fidelity in writing of such breach
or Fidelity discovers such breach; or

37



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##### 





| |                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v)     Upon a breach by Fidelity of its
obligations under Section 3.16 of this Agreement
and the failure of Fidelity to cure such breach
within five (5) days after Riggs notifies Fidelity
in writing of such breach; or



| |                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (vi)     Upon a material breach by Fidelity of
its obligations under Article 1 of Exhibit 3 and
the failure of Fidelity to cure such breach within
thirty (30) days after Riggs notifies Fidelity in
writing of such breach; or



| |                                                                                                                                                                                         
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (vii)     Upon a material breach by Fidelity of
its obligations to satisfy the Service Levels as
defined in Section 12.03 of Exhibit 2, permitting
Riggs to terminate this Agreement; or



| |                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (viii)     Upon a material breach by Fidelity of
its obligations under this Agreement not described
in items (i) through (vii) above in this Section
15.01(b) and the failure of Fidelity to cure such
breach written forty-five (45) days after Riggs
notifies Fidelity in writing of such breach.

Upon the termination of this Agreement as described
in this Section 15.01(b), Riggs shall be entitled to all
remedies available to Riggs at law and in equity subject
to the limitations on damages set forth in Article 14 of
this Agreement. In such event, Fidelity shall be
obligated to provide the Termination Services, as
requested by Riggs. Further, Riggs shall not be required
to pay any Termination Charge, and Riggs sole and
exclusive liability to Fidelity for the Charges upon a
termination by Riggs for cause pursuant to this Section
15.01(b) shall be to pay the Charges for the Services
through the final day on which Fidelity provides and
performs, and Riggs uses, the Services. The Charges shall
be paid by Riggs in accordance with the terms of this
Agreement, subject to Riggs rights to recover damages
for the material breach by Fidelity and termination by
Riggs.

c.     Riggs and Fidelity Upon a Force Majeure Event.    If
either Riggs or Fidelity shall terminate Fidelitys
obligation pursuant to Section 14.02 to provide the
Services except by providing to the Riggs Group the
portion of the Services described in this Agreement as
the Business Continuity Services, this Agreement will
terminate upon the completion of the performance of the
Business Continuity Services by Fidelity pursuant to
Section 14.02(b). Upon a termination as described in this
Section 15.01(c)(1), Riggs shall not be obligated to pay
any Termination Charge, and Riggs sole and exclusive
liability to Fidelity for the Charges upon a termination
pursuant to this Section 15.01(c)(1) shall be to pay the
Charges for the Services through the final day on which
Fidelity provides and performs, and Riggs uses, the
Services. The Charges shall be paid by Riggs in
accordance with the terms of this Agreement.

d.     Fidelity for Cause.    Fidelity may terminate this
Agreement for cause as follows:



| |                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     Upon a material breach by Riggs of its
obligation to make timely payment of the Charges
in accordance with this Agreement, if such breach
is not cured within fifteen (15) days after
Fidelity notifies Riggs in writing of such
failure; or



| |                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------
| | (ii)     Upon a material breach by Riggs of its
obligations under Articles 8 or 9 of this
Agreement and the failure of Riggs to

38



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##### 





| |                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | terminate such breaching actions and commence and
diligently pursue commercially reasonable actions
to remediate such breach, within five (5) days
after Fidelity notifies Riggs in writing of such
breach or Riggs discovers such breach; or



| |                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii)     Upon a material breach by Riggs of its
obligations under this Agreement not described in
items (i) and (ii) above in this Section 15.01(d)
and the failure of Riggs to cure such breach
within forty-five (45) days after Fidelity
notifies Riggs in writing of such breach.

Upon the termination of this Agreement as described
in this Section 15.01(d), Fidelity shall be entitled to
all remedies available to Fidelity at law and in equity
subject to the limitations on damages set forth in
Article 14 of this Agreement. In such event, Riggs shall
not be required to pay any Termination Charge (however,
this provision shall not foreclose an arbitration panel
or a court from deeming the amount of the Termination
Charge an appropriate measure of damages), but Riggs
shall be obligated to Fidelity to pay the Charges for
the Services through the final day on which Fidelity
provides and performs, and Riggs uses, the Services,
subject to Fidelitys right to recover damages for the
material breach by Riggs and termination by Fidelity.
Further, upon any such material breach by Riggs and
termination by Fidelity, Fidelity shall be obligated to
provide the Termination Services as requested by Riggs;
provided, however, if this Agreement is terminated by
Fidelity due to an uncured payment breach upon which
Fidelitys termination is based by Riggs, Riggs must
prepay the estimated amount of the Charges for the
Termination Services on a quarterly basis and cure the
payment breach upon which Fidelitys termination is
based as a condition precedent to Fidelitys obligation
to provide and perform, or continue to provide and
perform, the Termination Services. Except as provided in
this Section 15.01(d), the Charges shall be paid by
Riggs in accordance with the term of this Agreement.

e.     Insolvency.    If either party enters into or files
(or has filed or commenced against it) a petition,
arrangement, application, action or other proceeding for
relief or protection under the bankruptcy laws of the
United States or any similar laws of the United States
or any state of the United States and such petition is
not vacated within thirty (30) days of its filing, or
transfers all or substantially all of its assets to
another person or entity without a concurrent assignment
of this Agreement which is permitted under this
Agreement to such person or entity, or becomes
insolvent, fails to continue to do business in the
ordinary course or ceases to function as a going
concern, the other party may terminate this Agreement
upon written notice to the bankrupt/insolvent party. Upon
the termination of this Agreement as described in this
Section 15.01(e), the terminating party shall be
entitled to all remedies available to it at law and
equity subject to the limitation on damages set forth in
Article 14 of this Agreement. In such event, Riggs shall
not be required to pay any Termination Charge, and if
Riggs is the terminating party, Riggs sole and
exclusive liability to Fidelity for the Charges upon a
termination pursuant to this Section 15.01(e) shall be
to pay the Charges for the Services through the final
day on which Fidelity provides and performs, and Riggs
uses, the Services, subject to Riggs right to recover
damages for any breach(es) of this Agreement by Fidelity.
However, if Fidelity is the terminating party, Riggs
shall be obligated to pay the Charges to Fidelity for
the Services through the final day on which Fidelity
provides and performs, and Riggs uses, the Services,
subject to Fidelitys right to recover damages
for any breach(es) of this Agreement by Riggs. Upon
such termination by either party, Fidelity shall be
obligated to

39



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##### 



perform the Termination Services as requested by Riggs;
provided, however, if Fidelity is the terminating party,
Riggs must prepay the estimated amount of the Charges for
those portions of the Services on a quarterly basis as a
condition precedent to Fidelitys obligation to provide
and perform, or continue to provide and perform, the
Termination Services. Except as provided in this Section
15.01(e), the Charges shall be paid by Riggs in
accordance with the term of this Agreement.

f.     Riggs or Fidelity for Exceeding Cap.    If either
party is liable for and/or pays damages to the other
party which are in the aggregate equal to or in excess
of one hundred percent (100%) of the Cap, the other party
may terminate this Agreement upon not less than thirty
(30) days notice to the party paying such damages,
unless the party paying such damages agrees, within
twenty (20) days after receiving the notice from the
other party of its intention to terminate this Agreement
pursuant to this Section 15.01(f), to reset such Cap to
its original amount as set forth in Section 14.03. A
termination pursuant to this Section 15.01(f) shall not
be deemed a breach of this Agreement by either party.
Upon the termination of this Agreement as described in
this Section 15.01(f), Fidelity shall be obligated to
provide the Termination Services as requested by Riggs.
Further, Riggs shall not be required to pay any
Termination Charge, and Riggs sole and exclusive
liability to Fidelity for the Charges upon a termination
pursuant to this Section 15.01(f) shall be to pay the
Charges for the Services through the final day on which
Fidelity provides and performs, and Riggs uses, the
Services. The Charges shall be paid by Riggs in
accordance with the terms of this Agreement.

15.02     Survival

a.          Bankruptcy



| |  |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (i) | In the event of the bankruptcy of
Fidelity pursuant to the Bankruptcy Code and an
attendant rejection of this Agreement or any
license granted hereunder pursuant to Section 365
thereof (1) the parties intend that the provisions
of the Bankruptcy Code shall apply and Riggs shall
be entitled to retain all license rights granted
in this Agreement, possession of all embodiments
of intellectual property licensed under this
Agreement and all rights to obtain possession of
all embodiments of intellectual property licensed
under this Agreement in accordance with this
Agreement and any agreement supplementary hereto,
including but not limited to the Escrow Agreement
and (2) other than payment of the Total One-Time
License Fees set forth in, and in accordance with,
Exhibit 2, Riggs shall have no obligation to pay
any license, use, royalty or other fees or
payments in connection with exercise of the
license rights granted under this Agreement and/or
use of any embodiments of such licensed
intellectual property.



| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |  | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (ii) | In the event of the bankruptcy of
Fidelity pursuant to the Bankruptcy Code and an
attendant rejection of this Agreement and/or
failure of Fidelity to provide the Services,
Fidelity consents and shall cause its Affiliates
to consent to the solicitation, employment and
engagement of the Fidelity Technical Personnel by
members of the Riggs Group and others in
accordance with and for the purposes set forth in
Exhibit 5.

b.          Survival.    To the extent a provision of, or attachment to,
this Agreement, including, without limitation, the
Exhibits, the supplementary

40



---



##### 



agreements such as the Escrow Agreement, the Articles of
this Agreement (including each Section included therein)
and the Sections of this Agreement entitled Definitions,
Termination Services, Taxes, Audits, Intellectual
Property Rights, Confidentiality, Non-Solicitation,
Dispute Resolution, Arbitration, Breach, Remedies,
Effect of Termination/Survival, Indemnification and
Miscellaneous, provide for rights, licenses, interests,
duties, claims, undertakings and obligations subsequent
to the termination or expiration of this Agreement, such
provision(s) of, and attachments to, this Agreement
shall survive such termination or expiration.

c.           Claims.    Except as specifically set forth in this
Agreement, all claims by any party accruing prior to the
termination date shall survive the expiration or earlier
termination of this Agreement for a period not to exceed
two (2) years after the last date on which the Services
are to be provided by Fidelity pursuant to this
Agreement.

ARTICLE 16     INDEMNIFICATION

16.01     Fidelity Indemnification of the Riggs Group.    Fidelity shall indemnify and hold harmless Riggs and the
other members of the Riggs Group, its and their
Affiliates, and the respective current, future and
former officers, directors, employees, successors and
assigns of each of the foregoing, and each of the
foregoing persons or entities (the Riggs Indemnities)
on demand, but subject to the dispute resolution
procedures of this Agreement, from all Losses, and shall
defend the Riggs Indemnities against all Claims, arising
out of or relating to:



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     all Claims that the Services (including,
the Fidelity Materials and the Fidelity Products)
and/or other resources used by Fidelity and/or any
work performed by Fidelity, or the resources used
and/or work performed by Fidelitys Affiliates,
Contractors or Subcontractors infringe, or
constitute an infringement or misappropriation of,
any patent, trade secret, copyright or other
proprietary right of Riggs or any third party
including any Claims resulting from or arising out
of (A) Fidelitys failure to obtain any Required
Consent in breach of this Agreement, or (B)
Fidelitys breach of Article 9 with respect to the
Riggs Data; excluding any such infringement caused
by (1) resources provided by the Riggs indemnities
for use by Fidelity and/or its Affiliates,
Contractors or Subcontractors, or (2)
modifications by the Riggs Indemnities to
resources provided by Fidelity and/or is
Affiliates, Contractors or Subcontractors, to the
Riggs Group;



| |                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)     all Claims by employees of Fidelity or
any of its Affiliates, Contractors or
Subcontractors arising out of or relating to this
Agreement or the Services, except to the extent
caused by the Riggs Indemnitees;



| |                                                                                              
| | ---------------------------------------------------------------------------------------------
| | (iii)     all Claims arising out of the
trademarks, service marks or trade names of
Fidelity;



| |                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv)      all Claims for personal injuries, death
or damage to tangible personal or real property to
the extent caused by acts or omissions of Fidelity
or any of its Affiliates, Contractors or
Subcontractors and their employees, except to the
extent caused by the Riggs Indemnities;

41



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##### 





| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v)     all Claims arising from a violation of
any United States, the United Kingdom, Germany,
Belgium or the Channel Islands, federal, state,
provincial or local, rule, regulation or order
applicable to Fidelitys obligations under this
Agreement (provided, however, Riggs agrees that
the Fidelity Software shall only comply with
United States federal laws, rules and
regulations), excluding any such violation to the
extent caused by the Riggs Indemnitees;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (vi)     all Claims arising out of Fidelitys
and/or any of its Affiliates, Contractors or
Subcontractors breach of the third party license
agreements for the Riggs Software, excluding,
however, any Claim arising from (A) the failure
of Riggs to obtain, or cause to be obtained, the
appropriate consents or approvals for such use,
(B) the failure of Riggs to provide Fidelity with
copies of such third party licenses, or (C) any
Claims arising under Section 16.02(i) below;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (vii)     all Claims and/or Losses arising out of
or resulting from a breach of this Agreement by
Fidelity which either result in (A) Overdrafts or
in (B) misstatements or miscalculations of any
deposit account or any loan or other financial
facility of any customer of the Riggs Group, as to
balances, interest paid or charged, any fees paid
or charged, or (C) misstatements or
miscalculations of foreign exchange transactions
for any customer of the Riggs Group; provided,
however, that Fidelity shall not be so obligated
to the extent that the Claim and/or Loss was
caused either by Riggs failure to comply with the
obligations imposed by Exhibit 3 or was otherwise
caused by the Riggs Indemnitees and provided that
with respect to such Overdrafts or Losses, Riggs
has used commercially reasonable efforts to
recover the Overdraft or Loss, but such obligation
to use commercially reasonable efforts shall not
require Riggs to initiate or defend any proceeding
(whether arbitration, litigation or otherwise) to
recover;
|
| | (viii)     all Claims arising from fraud
committed by, or the intentional misconduct of,
Fidelity and/or its Affiliates, Contractors or
Subcontractors or the employees of any of the
foregoing, in connection with the Services and/or
this Agreement, which Claims are the subject of a
judgment by a court of a state, province, country
or similar governmental entity in accordance with
Section 13.10;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (ix)     all Claims for Fidelitys tax
liabilities arising from Fidelitys provision of
Services, as set forth in Section 4.07;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| | (x)     all Claims made by Affiliates,
Subcontractors and Contractors of Fidelity and
vendors to any of the foregoing arising out of or
relating to this Agreement or the Services; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (xi)     all Claims arising out of or resulting
from Fidelitys breach of Section 3.16 of this
Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

16.02     Riggs Indemnification of Fidelity.    Riggs shall
indemnify and hold harmless Fidelity and its Affiliates
and their respective current, future and former
officers, directors, employees, successors and assigns
and each of them (the Fidelity Indemnitees) on demand,
subject to the dispute
resolution procedures of this Agreement, from all
Losses, and shall defend the Fidelity Indemnitees
against all Claims arising out of or relating to:

42



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     all Claims that the use by Fidelity in
performing and/or providing the Services to the
Riggs Group in accordance with this Agreement, of
any Riggs Software, and/or other hardware and/or
software resources used by Fidelity that is
received from Riggs and/or its Affiliates,
Contractors and/or Subcontractors infringes, or
constitute an infringement or misappropriation of,
any patent, trade secret, copyright or other
proprietary right of any third party, but
excluding any such infringement or
misappropriation caused by (A) hardware and/or
software resources provided by Fidelity and/or its
Affiliates, Contractors and/or Subcontractors for
use by the Riggs Group and/or their Affiliates,
Contractors or Subcontractors, (B) modifications
made by Fidelity and/or its Affiliates,
Contractors and/or Subcontractors to the hardware
and/or software resources provided by Riggs and/or
its Affiliates, Contractors and/or Subcontractors,
and (C) any Claims arising under Section 16.01(vi)
above;
|
| | (ii)     all Claims arising out of the failure of
Riggs to obtain, or cause to be obtained, any
consent or approval required for Fidelity or any
of its Affiliates, Contractors or Subcontractors
to use the Riggs Software to perform and provide
the Services;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| | (iii)     all Claims for Riggss tax liabilities,
if any, arising from Fidelitys provision of
Services, as set forth in Section 4.07;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| | (iv)     all Claims for personal injuries, death
or damage to tangible personal or real property to
the extent caused by acts or omissions of Riggs
or any of its Affiliates, Contractors or
Subcontractors and their employees, except to the
extent caused by Fidelity or any of its
Affiliates, Contractors or Subcontractors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| | (v)     all Claims arising from a violation of
any federal, state, local or foreign law, rule,
regulation or order applicable to the Riggs Group
and/or any member thereof, by Riggs or any members
of the Riggs Group, excluding any such violation
to the extent caused by a breach of this Agreement
by Fidelity or any of its Affiliates, Contractors
and Subcontractors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (vi)     all Claims by employees of Riggs or any
of its Affiliates, Contractors or Subcontractors
arising out of or relating to this Agreement or
the Services, except to the extent caused by
Fidelity and/or its Affiliates, Contractors or
Subcontractors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (vii)     all Claims arising out of the
trademarks, service marks or trade names of Riggs;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| | (viii)     all Claims arising from fraud
committed by, or intentional misconduct of, any
member of the Riggs Group or their Affiliates,
Contractors or Subcontractors or the employees of
any of the foregoing, in connection with the
Services and/or this Agreement, which Claims are
the subject of a judgment by a court of a state,
province, country or similar governmental entity
in accordance with Section 13.10; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| | (ix)     all Claims made by Contractors,
Subcontractors and/or vendors to the Riggs Group
(excluding Fidelity and its Affiliates,
Contractors and Subcontractors).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

43



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##### 



16.03     Indemnification Procedure.    An indemnified
party under this Article 16 shall promptly notify the
indemnifying party of any Claim with respect to which it
seeks indemnity under this Article 16. An indemnifying
party may participate, at its own expense, in the
defense of such Claim. If it so elects within a
reasonable time after receipt of such notice, an
indemnifying party may, except as provided in the
immediately following sentence and the last sentence of
this paragraph, assume the defense of such Claim, with
counsel reasonably satisfactory to the indemnified party
to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and
shall pay the fees and disbursements of such counsel
related to such proceeding. In the event that the Claim
involves intellectual property infringement and affects
more than just the parties to this Agreement and their
respective Affiliates, then the indemnifying party shall
not be required to seek the consent of the indemnified
party with respect to its counsel. In any such
proceeding, any indemnified party shall have the right
to retain its own counsel, but the fees and expertise of
such counsel shall be at the expense of such indemnified
party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to
any such proceeding (including any impleaded parties)
include both the indemnifying party and the indemnified
party and representation of both parties by the same
counsel would be inappropriate due to actual or
potential differing interests between them. It is
understood that the indemnifying party shall not, in
respect of the legal expense of any indemnified party
in connection with any proceeding or related proceedings
in the same jurisdiction, be liable for the fees and
expenses of more than one separate firm (in addition to
any local counsel) for all such indemnified parties and
that all such reasonable fees and expenses shall be
reimbursed as they are incurred. The indemnifying party
shall not be liable for any settlement of any proceeding
effected without its written consent, but if settled
with such consent or if there is a final judgment for
the plaintiff, the indemnifying party agrees to
indemnify the indemnified party from and against any
Loss by reason of such settlement or judgment. No
indemnifying party shall, without the prior written
consent of the indemnified party, effect any settlement
of any pending or threatened proceeding in respect of
which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by
such indemnified party (i) if such settlement involves
any form of relief other than the payment of money or any
finding or admission of any violation of any law,
regulation or order or any of the rights of any person
or has any adverse effect on any other Claims that have
been or may be made against the indemnified party, or
(ii) if such settlement involves only the payment of
money, unless it includes an unconditional release of
such indemnified party of all liability on claims that
are the subject of such proceeding. An indemnified party
may assume control of the defense of any Claim if (i) it
irrevocably waives its right to indemnity under this
Article 16, or (ii) without prejudice to its full right
to indemnity under this Article 16 (A) the indemnifying
party fails to provide reasonable assurance to the
indemnified party of its financial capacity to defend or
provide indemnification with respect to such Claim, (B)
the indemnified party determines in good faith that
there is a reasonable likelihood that a Claim would
materially and adversely affect it or any other
indemnitees other than as a result of monetary damages
that would he fully reimbursed by an indemnifying party
under this Agreement, or (C) the indemnifying party
refuses or fails to timely assume the defense of such
Claim.

An indemnifying party required to provide an
indemnity to an indemnified party under this Article 16
shall have no obligation nor any Claim under this
Article if:

44



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| |                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)     the indemnified party fails to notify
the indemnifying party of such Claim as provided
above, but only to the extent that the defense of
such Claim is prejudiced by such failure;    
|
| | (ii)     the indemnified party fails to tender
control of the defense of such Claim to the
indemnifying party as provided in this Section 16.03; or                                           
|
| | (iii)     the indemnified party fails to provide
the indemnifying party with all reasonable
cooperation in the defense of such Claim (the cost
thereof to be borne by the indemnifying party).

ARTICLE 17    MISCELLANEOUS

17.01     Independent Contractors.    Each of Fidelity and
Riggs is an independent contractor. Neither party shall
have any authority to bind the other unless expressly
agreed in writing. Nothing in this Agreement shall be
construed to create a partnership, agency or
employer-employee relationship between Fidelity and
Riggs, and in no event shall Fidelity and Riggs be
deemed joint employers. The rights, obligations and
liabilities of Fidelity and Riggs shall be several and
not joint or collective.

17.02     Counterparts.    This Agreement may be executed
in counterparts, each of which shall be deemed an
original, and all of which taken together shall
constitute a single instrument.

17.03     Entire Agreement.    Except as otherwise provided
herein, this Agreement, including the Exhibits,
Schedules, Attachments and Change Orders, represents the
entire understanding and agreement between the parties,
and supersedes any prior agreement, understanding or
communication between the parties, with respect to the
subject matter hereof and the Letter of Intent between
the parties dated as of June 5, 2002, as amended;
provided, however, that the Confidentiality Agreement
between the parties effective as of November, 2002,
shall continue in full force and effect in accordance
with its terms. By way of clarification, the foregoing
agreements identify Fidelity by its former corporate
name, Alltel Information Services, Inc. This Agreement
may only be amended by a writing executed by both
parties.

17.04     Construction.    The parties have participated
jointly in the negotiation and drafting of this
Agreement. In the event an ambiguity or question of
intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties and no
presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of
any of the provisions of this Agreement.

17.05     Assignment.    No party may assign or transfer
this Agreement, or any of its rights and obligations
under it, without the prior written consent of the
other party. Notwithstanding the foregoing, (i) any party
may assign or transfer this Agreement, and its rights
and obligations under it, to one of its Affiliates,
provided (a) the Affiliate agrees in writing to the
obligations of the assigning or transferring party set
forth in this Agreement, and (b) such party guarantees
the obligations and performance of such Affiliate and
(ii) Riggs may assign this Agreement in connection with
the sale of all or substantially all of its assets. Notwithstanding anything to the contrary herein, in the
event that Riggs assigns this Agreement to a Fidelity
Competitor, Fidelity may, at its sole option, with
thirty (30) days notice to Riggs, terminate this
Agreement without breach

45



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or penalty and Riggs shall pay to Fidelity the
Termination Charges and the term of the Termination
Services shall not exceed twelve (12) months. Upon such
assignment all other terms and conditions of this
Agreement, including but not limited to Articles 8 and 9
shall remain in full force and effect.

17.06     Insurance

a.     Coverages.    During the term of this Agreement,
Fidelity shall maintain and keep in full force and
effect, at its sole cost and expense, insurance with
respect to this Agreement and the performance and
delivery of the Services by Fidelity and its Affiliates
and its and their Contractors and Subcontractors, as set
forth below with an insurance company or companies
licensed to do business in the location where the
Services shall to be performed.



| |                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   Commercial General Liability insurance
including, without limitation, premises, completed
operations, broad-form property damage,
independent contractors and personal injury
liability in an amount not less than One Million
Dollars ($1,000,000.00) each occurrence and Two
Million Dollars ($2,000,000.00) annual aggregate;



| |                                                                                                                                                                                                                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)   Workers Compensation insurance in
accordance with statutory requirements as well as
Employers Liability insurance with limits not
less than $1,000,000.00/$1,000,000.00/$1,000,000.00 and such insurance shall cover all employees
who will be used in any capacity in performing
Services;



| |                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iii)   Automobile Liability insurance
(including owned, non-owned, hired, leased and
loaned vehicles) with a combined single limit of
not less than One Million Dollars ($1,000,000.00) for
bodily injury and property damage;



| |                                                                                                                                                                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (iv)   Fidelity Bond insurance covering
dishonest acts of employees, agents, Contractors
and Subcontractors and such insurance shall also
include third party liability coverage and be
written for limits not less than Fifteen Million
Dollars ($15,000,000.00);



| |                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (v)   Professional Liability insurance for
operations performed for Riggs and its employees
or customers with limits of liability not less
than Five Million Dollars ($5,000,000.00) each
claim and Five Million Dollars ($5,000,000.00)
aggregate; and



| |                                                                                                                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (vi)   Umbrella/Excess Liability insurance on
a follow form basis with a limit of not less than
Five Million Dollars ($5,000,000.00) for each
occurrence and Twenty-Five Million Dollars
($25,000,000.00) aggregate and such umbrella
insurance shall name as underlying policies the
Commercial General Liability, Employers Liability
and Auto Liability insurance coverage required
above.

All such policies shall provide that they shall not
be canceled or the coverages modified or the limits
changed without first giving thirty (30) days prior
written notice thereof to Riggs. No such cancellation,
modification or change shall affect Fidelitys
obligations to maintain, cause to be maintained, the
insurance coverages required by this Agreement. Except
for workers compensation insurance, fidelity bond
coverage and professional liability,
Riggs shall be named as an additional insured on
all such required policies. All

46



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liability insurance policies, excluding professional
liability coverage, shall be written on an occurrence
policy form.

The parties do not intend to shift all risk of
loss to insurance. The naming of Riggs as an additional
insured is not intended to be a limitation of
Fidelitys, its Affiliates or its or their Contractors
or Subcontractors, liability and shall in no event be
deemed to, or serve to, limit Fidelitys, its
Affiliates or its or their Contractors or
Subcontractors, liability to Riggs to available
insurance coverage or to the policy limits specified in
this Section, nor to limit Riggs rights to exercise any
and all remedies available to Riggs under contract, at
law or in equity. Upon request made by Riggs from time to
lime, Fidelity shall, and shall cause its Affiliates and
its and their Contractors, and Subcontractors, to
provide to Riggs certificates evidencing all coverages
required under this Section 18.06.

b.     Waiver of Subrogation.    To the extent permitted by
law, Fidelity hereby waives, and shall cause each of
its Affiliates and its and their Contractors and
Subcontractors and its and their respective directors,
officers, employees and insurers to waive, their rights
of subrogation against the members of Riggs Group and
their respective directors, officers and employees, for
any loss or damage sustained by them or any of them
resulting from operations in connection with this
Agreement. Each property, commercial general liability
and worlds compensation insurance policy of Fidelity,
its Affiliates and its and their Contractors and
Subcontractors shall be endorsed to provide a waiver of
any and all rights of subrogation against the Riggs
Group and their respective directors, officers and
employees for loss resulting from operations in
connection with this Agreement.

In no
event shall such waiver under this Section 17.06(b) interfere with or negate either partys
indemnification obligations set forth in Article 16
above.

17.07     Order of Precedence.    Except as otherwise
provided in Section 8.05, in the event of a Dispute,
the terms of this Agreement, the Exhibits, the
Schedules, the Attachments, the Documentation and any
Change Orders shall be interpreted in the following
order of precedence: (i) the terms of a Change Order
shall take precedence, (ii) followed by the terms in
this Agreement, (iii) followed by the terms of an
Exhibit (including the Escrow Agreement which is part of
Exhibit 5) and a Schedule and Attachment, and
(iv) followed by the terms of the Documentation.
Notwithstanding the foregoing sentence, a Change Order
shall only amend an Exhibit, Schedule, Attachment, the
Documentation or this Agreement by express reference to
the term or condition of the Exhibit, Schedule,
Attachment, the Documentation or this Agreement that is
to be amended.

17.08     Remedy.    Subject to Section 13.03, nothing in
this Agreement shall prevent any disputing or allegedly
aggrieved party from pursuing a temporary restraining
order, injunctive relief or other equitable relief from
a court of competent jurisdiction against the other
party at any time if the disputing or allegedly
aggrieved party believes in good faith that a breach or
threatened breach of any of the provisions of this
Agreement would cause it irreparable harm.

17.09     RESERVED

17.10     Waiver.    The failure of their party to insist
upon the strict and punctual performance of any
provision hereof shall not constitute a waiver of, or

47



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estoppel against asserting the right to require such
performance, nor should a waiver or estoppel in one case
constitute a waiver or estoppel with respect to a later
breach whether of a similar nature or otherwise.

17.11     Unenforceable Terms.    In the event any term or
provision of this Agreement shall for any reason be
declared or held invalid, illegal or unenforceable in
any respect by a court of competent jurisdiction
contemplated by Article 13, each party shall agree that
(i) such invalidity, illegality or unenforceability
shall not affect any other term or provision of this
Agreement and (ii) such term or provision shall be (a)
reformed to the extent necessary to render such term or
provision valid and enforceable and to reflect the
intent of the parties to the maximum extent possible
under applicable law or (b) interpreted and construed as
if such term or provision, to the extent unenforceable,
had never been obtained herein.

17.12     Further Assurances.    During the term of this
Agreement and at all times thereafter, each party shall
provide to the other party, at its request, reasonable
cooperation and assistance (including, without
limitation, the execution and delivery of affidavits,
declarations, oaths, assignments, samples, exhibits,
specimens and any other documentation) as necessary to
effect the terms of this Agreement.

17.13     References to Articles, Sections, Exhibits,
Schedules and Attachments.    Unless otherwise specified
herein, all references in an Exhibit, Schedule or
Attachment to an Article, Section, Exhibit or Schedule
shall be deemed to be references to the corresponding
Article, Section, Exhibit or Schedule of this Agreement.

17.14     Notices.    All notices, requests, demands and
other communications given or made in accordance with
the provisions of this Agreement shall be deemed to have
been given when actually received. Except as expressly
provided otherwise in Section 3.08(b) of this Agreement,
notices shall be given by (i) United States Postal
Service, Certified or Registered mail, return receipt
received, postage prepaid only, (ii) a national express
courier service (including, without limitation, DHL and
Federal Express), (iii) facsimile transmission with
confirmation of receipt, and (iv) in person or by hand
courier. Notices shall be sent to the address set forth
below or such other place or places as such party may
from time to time designate in writing. Any party may
alter its address set forth above by notice in writing
to the other party in the manner set forth herein.

48



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|                                              |  |                                   
|--------------------------------------------- |  | ----------------------------------
|if to Fidelity:                               |  | if to Riggs:                      
|                                              |  |                                   
|Fidelity Information Services, Inc.           |  | Riggs Bank N.A.                   
|601 Riverside Avenue                          |  | 800 17th Street, N.W., 3rd Floor  
|Jacksonville, Florida 32204                   |  | Washington, D.C. 20006            
|Attn: President, Enterprise Banking Solutions |  | Attention: Chief Operating Officer
|Telephone: 904-854-5000                       |  | Telephone: 202-835-5055           
|Facsimile: 904-854-4336                       |  | Facsimile: 202-835-5312           
|                                              |  |                                   
|With a copy to:                               |  | with a copy to:                   
|                                              |  |                                   
|Fidelity Information Services, Inc.           |  | Riggs Bank N.A.                   
|601 Riverside Avenue                          |  | 800 17th Street, N.W., 7th Floor  
|Jacksonville, Florida 32204                   |  | Washington, D.C. 20006            
|Attn: General Counsel                         |  | Attention: General Counsel        
|Telephone: 904-854-5000                       |  | Telephone. 202-835-6709           
|Facsimile: 904-854-4336                       |  | Facsimile: 202-835-5158           

17.15     No Third Party Beneficiary Status.    Except as
expressly stated herein with respect to each partys
Affiliates, consultants, Contractors, Subcontractors and
the members of the Riggs Group (including divested
Affiliates and other operations and entities), the
indemnified and other third parties described in Article
16, and the rights and licenses granted under Exhibit 5,
the terms and provisions of this Agreement are intended
solely for the benefit of each party hereto and their
respective successors or permitted assigns, and it is not
the intention of the parties to confer third party
beneficiary rights upon any other party.

The members of the Riggs Group and divested Affiliates to
the extent permitted by Section 3.06(b) shall be
third-party beneficiaries under this Agreement but shall
communicate and operate with Fidelity, and bring all
actions, claims and other disputes with respect to
Fidelity and this Agreement and the Services, through
Riggs acting in its individual capacity and/or as agent
for the aggrieved member or members of the Riggs Group
and/or the divested Affiliates. Moreover, Riggs shall
ensure that each divested Affiliate that continues to
receive the Service executes the written agreement set
forth in Section
3.06(b)(ii) and that Fidelity is a third party beneficiary under that Agreement.

17.16     Headings.    Headings and captions contained in
this Agreement are for convenience only and do not
substantively affect the terms of this Agreement.

17.17     Expenses.    Each party shall be responsible for
the costs and expenses associated with the preparation
or completion of this Agreement and the transactions
contemplated hereby.

17.18     Nonperformance.    Except as otherwise provided
in the Agreement, to the extent any nonperformance by
either party of its no monetary obligations under the
Agreement results from or is caused by the other partys
failure to perform its obligations under the Agreement,
such nonperformance shall be excused.

*****

49



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##### 



IN WITNESS WHEREOF, each of the parties hereto,
by its duly authorized representative, has hereby
executed this Banking Information Technology Services
Agreement.

Agreed to by:

|                                       |  |                   
|-------------------------------------- |  | ------------------
|FIDELITY INFORMATION SERVICES, INC     |  | RIGGS BANK N.A.   
|                                       |  |                   
|                                       |  |                   
|By:             -s-   Michael J. Erwin |  | By:               
|Name:          MICHAEL J. ERWIN        |  | Name:             
|Title:              SVP                |  | Title:            
|Date of Execution:      6/13/03        |  | Date of Execution:

50



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IN WITNESS WHEREOF, each of the parties hereto, by
its duly authorized representative, has hereby executed
this Banking Information Technology Services Agreement.

Agreed to by:

|                                   |  |                                      
|---------------------------------- |  | -------------------------------------
|FIDELITY INFORMATION SERVICES, INC |  | RIGGS BANK N.A.                      
|                                   |  |                                      
|                                   |  |                                      
|By:                                |  | By:             -s-   Robert C. Roane
|Name:                              |  | Name:          ROBERT C. ROANE       
|Title:                             |  | Title:              EVP & COO        
|Date of Execution:                 |  | Date of Execution:      6/13/03      

50



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IN WITNESS WHEREOF, each of the parties hereto, by
its duly authorized representative, has hereby executed
this Banking Information Technology Services Agreement.

Agreed to by:

|                                         |  |                                        
|---------------------------------------- |  | ---------------------------------------
|FIDELITY INFORMATlON SERVICES,
INC.      |  | RIGGS BANK N.A.                        
|                                         |  |                                        
|                                         |  |                                        
|By:                /s/  Michael J. Erwin |  | By:                /s/  Robert C. Roane
|Name:          MICHAEL J. ERWIN          |  | Name:          ROBERT C. ROANE         
|Title:              SVP                  |  | Title:              EVP & COO          
|Date of Execution:      6/13/03          |  | Date of Execution:      6/13/03        

50



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Exhibit 1
Definitions

1.01     ACBS DataMart.    The term ACBS DataMart means
the Fidelity commercial loan database application
software as described in the Documentation.

1.02     Acceptance Test Criteria.    The term Acceptance
Test Criteria has the meaning set forth in Exhibit 3.

1.03     Account Executive.    The term Account Executive
means the individual appointed by each party to act (i)
as the primary point of contact with the other party in
dealing with each partys obligations under this
Agreement and (ii) in the case of Fidelity, as the
executive in charge of overseeing Fidelitys
responsibilities regarding the provision of the Services.

1.04     Actual System Implementation.    The term Actual
System Implementation means to make the System
available for use on a production basis with Riggs
business data.

1.05     Additional Services.    The term Additional
Services means the functions, responsibilities,
activities, tasks and projects outside the scope of the
Services that Fidelity may provide to Riggs in
accordance with the Change Control Procedures. Once
subject to an effective Change Order, the Additional
Services shall be deemed to be part of the Services.

1.06     Affiliate.    The term Affiliate means, with
respect to a party, any entity at any tier that
controls, is controlled by, or is under common control
with that party. For purposes of this definition, the
term control (including with correlative meanings, the
terms controlled by and under common control with)
means the possession directly or indirectly of the
power to direct or cause the direction of the management
and policies of an entity, whether through the ownership
of voting securities, by trust, management agreement,
contract or otherwise.

1.07     Agreement.    The term Agreement means this
Banking Information Technology Services Agreement, all
Exhibits, all Schedules and Attachments to the Exhibits
and all documents expressly incorporated by reference in
the Exhibits, the Documentation, the Escrow Agreement,
and all Change Orders, which documents are incorporated
herein by this reference.

1.08     Alltel Communications Engine or ACE.    The term
Alltel Communications Engine or ACE means Fidelity
software that permits other applications software to
access data, retrieve data from and enter data into the
Fidelity Software as described in the Documentation.

1.09     ALS Servicing Manager or ALS-SM.    The terms ALS
Servicing Manager or ALS-SM means Fidelity consumer
loan servicing application software as described in the
Documentation.

1.10     Annual Adjustment.    The term Annual Adjustment
has the meaning set forth in Exhibit 2.

1



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##### 



1.11     Architecture or GN.    The terms Architecture or
GN means Fidelity applications software that functions
as the architectural backbone for the Fidelitys core
accounting software products as described in the
Documentation.

1.12     ASP.    The term ASP means application service
provider, i.e., a third-party software distribution
and/or management service, which provides software via a
wide area network from a centralized data center.

1.13     ASP Deposit Materials.    The term ASP Deposit
Materials has the meaning set forth in Exhibit 5.

1.14     Atchley
Comply CTR.    The term Atchley Comply
CTR means applications software developed for use by
financial organizations to assist in complying with the
large currency record keeping and reporting requirements
of the Bank Secrecy Act. Atchley Comply CTR is part of
the Fidelity Third Party Software.

1.15     Authorized User.    The term Authorized User
means any person or entity authorized by Riggs to use the
Services in accordance with the terms and conditions of
this Agreement on behalf of the Riggs Group, including
without limitation the Information System.

1.16     BC/DR Plans.    The term BC/DR Plans has the
meaning set forth in Exhibit 5.

1.17     Base Customizations.    The term Base
Customizations has the meaning set forth Exhibit 3.

1.18     Baseline.    The term Baseline means the amount
of specified resources, transactions, activities and/or
accounts relating to specified aspects of the Services
to be performed and/or provided by Fidelity to the Riggs
Group as set forth in this Agreement, that are provided
and/or performed by Fidelity for the Charges set forth
in Exhibit 2.

1.19     BLS.    The term BLS has the meaning set forth in Exhibit 2.

1.20     Business Continuity Services.    The term
Business Continuity Services is comprised of the
following elements: (i) the Services described in
Exhibit 5, and (ii) the Termination Services. The
Business Continuity Services are a part of the Services.

1.21     Business Interruption Event.    The term Business
Interruption Event has the meaning set forth in Exhibit
5.

1.22     Cap.    The term Cap has the meaning set forth in Section
14.03 of this Agreement.

1.23     Carreker-Antinori
 Antinori  ASI\6 (Research
Tracking).    The term
Carreker-Antinori 
Antinori  ASI\6 (Research Tracking) means an on-line
integrated system that provides departments throughout
the bank the ability to request copies of statements,
checks, deposits and research of items. Carreker-Antinori
 Antinori  ASI\6 (Research Tracking) is a part of the
Riggs Software.

2



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##### 



1.24     Certification Tracking or HX.    The terms
Certification Tracking or HX means Fidelity
applications software that is a U.S. federal regulatory
system that processes IRS input tapes and identifies
customers with under-reported interest and invalid Tax
Identification Numbers (TIN) as described in the
Documentation.

1.25     Chance Control Procedure.    The term Change
Control Procedure means the procedure set forth in
Section 3.08 of and Exhibit 6 to this Agreement for (i) a
change to the scope of the Services, Baselines, Service
Levels, Performance Credits or priorities, (ii) a change
to the Charges or Exhibits or Schedules or Attachments to
the Exhibits or to the Escrow Agreement, (iii) adding
Additional Services, and (iv) a change to the
Documentation reflecting a change in the Fidelity Base
Code Software made by Fidelity in breach of Section 3.09(q) or a change to the Documentation reflecting an
alteration of the attributes of the Fidelity Base Code
Software described in Section 3.09(m).

1.26     Chance
Order.    The term Change Order means a
document effecting one or more of the following actions:
(i) a change to the scope of the Services, Baselines,
Service Levels, Performance Credits or priorities, (ii) a change to the Charges or Exhibits or Schedules or
Attachments to the Exhibits or to the Escrow Agreement,
(iii) adding Additional Services, and (iv) a change to
the Documentation as described in Section 3.08 of the
Agreement, as agreed and executed by the parties
pursuant to the Change Control Procedure, in
substantially the form set forth in Exhibit 6.

1.27     Charges.    The term Charges means, collectively, the
charges and fees for the Services and license,
maintenance and/or use fees and incremental pricing
mechanisms for both the Fidelity Software and Escrow
Deposit Materials as set forth in Exhibit 2.

1.28     CheckFree  Account Reconciliation or ARP/SMS.    The terms CheckFree  Account Reconciliation or
ARP/SMS means applications software that provides
account reconciliation for corporate customers. ARP/SMS
is a part of the Riggs Software.

1.29     Checkfree  Abandoned Property or APECS.    The
terms Checkfree Abandoned Property or APECS means
applications software that automates the abandoned
property reporting of tracking, record keeping, letter
generation (due diligence) and reporting requirements
necessary for a holder (Riggs) to comply with the
various state abandoned property laws. APECS is a part of
the Riggs Software.

1.30     Checkfree PEP+.    The term Checkfree PEP+ means
applications software that provides an online, real-time
system that enables the origination and receipt of
electronic payments through the Automated Clearing House
(ACH) as described in the Documentation. Checkfree PEP+
is part of the Fidelity Third Party Software.

1.31     Checkfree PEP+ Risk.    The term Checkfree PEP+
Risk means third party software that monitors risk in
electronic payments according as described in the
Documentation. Checkfree PEP+ Risk is part of the
Fidelity Third Party Software.

1.32     Checkfree Safebox or Safebox.    The terms
Checkfree Safebox or Safebox means applications
software that provides a safe deposit

3



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box system with automatic inventory, accounting and
billing as described in the Documentation.

1.33     Claim.    The term Claim means any civil,
criminal, administrative, regulatory or investigative
action or proceeding commenced or threatened by a third
party, including, without limitation, governmental
authorities and regulatory agencies, however described
or denominated.

1.34     Code.    The term Code means computer
programming code, consisting of the object code.

1.35     Coldsite.    The term Coldsite has the meaning set forth
in Exhibit 5.

1.36     Collections or KO.    The terms Collections or KO
means Fidelity consumer loan collection applications
software as described in the Documentation.

1.37     Combined Statements or SC.    The terms Combined
Statements or SC means Fidelity applications software
that provides combined statements and relationship
pricing capabilities as described in the Documentation.

1.38     Commencement Date.    The term Commencement Date
means the date on which Fidelity begins to provide the
Services to the Riggs Group as agreed upon by the
parties, and as set forth in Exhibit 3. There may be a
separate Commencement Date for a particular Phase,
Service or set of Services.

1.39     Commercial Lending Application or ACBS.    The
terms Commercial Lending Application or ACBS means
Fidelity commercial loan applications software that is a
commercial lending and trading system as described in
the Documentation, and includes the following:



| |                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a.     Commercial Loan Origination or DLO.    The terms
Commercial Loan Origination or DLO means Fidelity
applications software that supports commercial loan
origination as described in the Documentation.
|
| | b.     Commercial Loan Servicing or DLSE.    The terms
Commercial Loan Servicing or DLSE means Fidelity
commercial loan servicing applications software as
described in the Documentation.                  

1.40     Company Information.    The term Company
Information means collectively the Confidential
Information and Trade Secrets of a party.

1.41     Confidential Information.    The term
Confidential Information means with respect to a
party, any and all proprietary information of the
disclosing party and/or of third parties in the
possession of the disclosing party treated as secret by
the disclosing party that does not constitute a Trade
Secret (defined below). For the avoidance of doubt,
Company Information also includes information which has
been disclosed to such party by a third party, which
party is obligated to treat as confidential or secret
and all non-public personal information as defined in
Title V of the Gramm-Leach-Bliley Act (15 U.S.C.
Section 6801, et seq.) and the implementing regulations
thereunder (collectively, the GLB Act), as the same
may be amended from time to time,

4



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that Fidelity receives from or at the direction of
the Riggs Group and that concerns any of customers
and/or consumers of members of the Riggs Group.

1.42     Configurations.    The term Configurations means
all software application and computer system
configurations described in Article 1 of Exhibit 3.

1.43     Contractor and/or Subcontractor.    The term
Contractor and/or Subcontractor means an individual,
corporation, partnership or other form of entity which
provides products, services and/or software to Fidelity
or Riggs and/or their respective Affiliates. However, any
reference in this Agreement to Contractors or
Subcontractors of Riggs and/or its Affiliates shall not
include Fidelity, its Affiliates and/or their respective
Contractors and Subcontractors.

1.44     Conversion Process.    The term Conversion
Process has the meaning set forth in Exhibit 3.

1.45     Converted Data.    The term Converted Data has
the meaning set forth in Exhibit 3.

1.46     Core Team Training.    The term Core Team
Training has the meaning set forth in Exhibit 3.

1.47     Customer Information File or RM.    The terms
Customer Information File or RM means Fidelity
customer information applications software that provides
the facility to manage a financial organizations
customer relationship as described in the Documentation.

1.48     Customizations.    The term Customizations
means all software modifications described Article 1 of
Exhibit 3 or otherwise provided by Fidelity as part of
the implementation Phase, including the Riggs Specific
Customizations, the Base Customizations and the Time and
Materials Basis Customizations.

1.49     Data Conversions.    The term Data Conversions
means all converted data and elements thereof described
in Article 1 of Exhibit 3.

1.50     Derivative Work(s).    The term Derivative
Work(s) means a work based on one or more pre-existing
works, including without limitation, a condensation,
transformation, expansion or adaptation, which would
constitute a copyright infringement if prepared without
authorization of the owner of the copyright of such
pre-existing work.

1.51     Defect(s).    The term Defect(s) has the
meaning set forth in Exhibit 3.

1.52     Develop
or Developed.    The term Develop or
Developed means acquire (by license, assignment,
purchase or otherwise), develop, prepare, create, modify
or personalize.

1.53     Development.    The term Development means the
creation of a computer program or configuration of a
computer system that conforms to the applicable
Functional Design.

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1.54     Dispute.    The term Dispute means any dispute, controversy
or Claim, including, without limitation, situations or
circumstances in which the parties are required to
mutually agree on additions, deletions or changes to
terms, conditions or Charges, arising out of, or
relating to, this Agreement.

1.55     Dispute Resolution Process.    The term Dispute
Resolution Process means the process for resolving
Disputes set forth in Articles 12 and 13.

1.56     Documentation.    The term Documentation means
(i) the documents listed on Exhibit 11 prepared by
Fidelity which describes the operation, functionality,
compatibility, configuration, scalability, performance
and integration capabilities of the Fidelity Base Code
Software and the components and modules of the Fidelity
Base Code Software and includes the Fidelity Users
Manual and Fidelity Systems Manual; and (ii) the
Fidelity Designated Environment set forth in Exhibit 4.

1.57     DSI.    The term DSI has the meaning set forth in Exhibit 5.

1.58     Earnbacks.    The term Earnbacks means those
credits to be given to Fidelity in accordance with and
as set forth in the Agreement and Exhibit 2.

1.59     ECI.    The term ECI has the meaning set forth in Exhibit 2.

1.60     Effective Date.    The term Effective Date means
the date of the execution of this Agreement by the
parties hereto as set forth in the first paragraph of
this Agreement.

1.61     Eroom.    The term Eroom means an Internet enabled
information repository used by Fidelity and Riggs to
record and track information.

1.62     Escrow Agreement.    The term Escrow Agreement
has the meaning set forth in Exhibit 5.

1.63     Escrow Deposit Materials.    The term Escrow
Deposit Materials shall have the meaning set forth in
Exhibit 5.

1.64     Exhibit.    The term Exhibit means an attachment
to this Agreement and any document(s) expressly
incorporated by reference in such Exhibits.

1.65     Fidelity.    The term Fidelity means Fidelity
Information Services, Inc.

1.66     Fidelity APIs.    The term Fidelity APIs means a
set of narrative instructions that describe the means of
communicating between and among (i) the software
programs which comprise the Fidelity Software, and (ii)
the software programs which comprise the Fidelity
Software and other software which is not Fidelity
Software, to request and carry-out services by the
Fidelity Software and/or to input and extract data from
the Fidelity Software. In the mainframe computer
environment, Fidelity APIs include file layout
instructions. Fidelity APIs do not include any Code.

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1.67     Fidelity ASP Services.    The term Fidelity ASP
Services means the portion of the Services described in
Article 2.01 of Exhibit 3.

1.68     Fidelity ASP Software.    The term Fidelity ASP
Software means the Code (including software programs
and Fidelity Interfaces) used and/or provided by
Fidelity to provide and perform the Fidelity ASP
Services, as such Code shall be modified, evolved,
enhanced, maintained, supplemented and/or replaced The
Fidelity ASP Software consists of: (i) the LRTC Hosted
Software; (ii) the SDADC Hosted Software; and (iii) the
Riggs Specific Customizations to the foregoing.

1.69     Fidelity Base Code Software.    The term Fidelity
Base Code Software means the Fidelity Software,
excluding (i) all Customizations (but including the Base
Customizations only after the Base Customizations have
been included by Fidelity in a Release of the applicable
Fidelity Software in accordance with Section 1.12 g of
Exhibit 3) and (ii) all Interfaces (but including the
Fidelity Standard Interfaces described in Section 1.11 b
of Exhibit 3).

1.70     Fidelity Code.    The term Fidelity Code means
Code Developed by Fidelity, its Affiliates and/or their
respective Contractors or Subcontractors that is used to
provide the Services, which Code does not constitute a
Derivative Work of any software owned by Riggs or
Fidelity, their respective Affiliates and/or their
respective Contractors or Subcontractors.

1.71     Fidelity Competitor(s).    The term Fidelity
Competitor(s) means the entities listed on Exhibit 10.

1.72     Fidelity Competitor Sensitive Information.    The
term Fidelity Competitor Sensitive Information means a
subset of the Fidelity Company Information comprised of
(i) the source code and object code, and descriptions of
the design or structure, of the Fidelity Software,
(ii) the substantive or material commercial terms of
this Agreement (including without limitation pricing)
and any description(s) of the substantive positions of
the parties in the negotiation of this Agreement; (iii) the substantive or material commercial terms of
Fidelitys response to Riggs RFP and to other Riggs
inquiries with respect to the engagement of Fidelity by
Riggs for the Services; (iv) the Documentation (including
the Fidelity Systems Manual(s) and Fidelity User
Manual(s)) except the portions of the Documentation
which contain the Riggs Solution; and (v) descriptions of
the design or structure of the Information System. The
Fidelity APIs are not included in the definition of
Fidelity Competitor Sensitive Information but are a part
of the Fidelity Company Information.

1.73     Fidelity Conversion Manager.    The term Fidelity
Conversion Manager has the meaning set forth in Exhibit
3.

1.74     Fidelity Derivative Code.    The term Fidelity
Derivative Code means Developed Code which constitutes
a Derivative Work based on the Fidelity Code whether
Developed by Riggs or Fidelity, their respective
Affiliates and/or their respective Contractors or
Subcontractors.

1.75     Fidelity Designated Environment.    The term
Fidelity Designated Environment means the description
of and specifications for the computer hardware and
software set forth in Exhibit 4.

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1.76     Fidelity Interfaces.    The term Fidelity
Interfaces means Code for the file layout Developed by
Fidelity, its Affiliates and/or their respective
Contractors or Subcontractors that provide a means of
communicating between and among (i) the Fidelity
Software; and (ii)(A) other software which is not
Fidelity Software, and (B) the Fidelity Software, to
request and carry out Services by the Fidelity Software
and/or input and extract data from the Fidelity
Software, and the attendant user documentation
describing the implementation of such Code.

1.77     Fidelity Materials.    The term Fidelity
Materials means Fidelity Code, Fidelity Derivative
Code, Fidelity APIs, Fidelity Interfaces, Fidelity
Works and the Derivative Works based on the Fidelity
APIs and Fidelity Works.

1.78     Fidelity Network.    The term Fidelity Network
has the meaning set forth in Article 2.03 or Exhibit 3.

1.79     Fidelity Network Services.    The term Fidelity
Network Services means the portion of the Services
described in Article 2.03 of Exhibit 3.

1.80     Fidelity Non-Disclosure Agreement.    The term
Fidelity Non-Disclosure Agreement means the form of
agreement hereto attached as Exhibit 12 entitled
Fidelity Competitor Sensitive Information
Non-Disclosure Agreement for use when Fidelity
Competitor Sensitive Information (including if
applicable as a part thereof one or more Fidelity
Interfaces) is disclosed to a Fidelity Competitor by
Riggs in connection with the use of the Services by the
Riggs Group, to be executed by Riggs, Fidelity and the
Fidelity Competitor.

1.81     Fidelity On-Site Software.    The term Fidelity
On-Site Software means the Code (including software
programs and Fidelity Interfaces) provided by Fidelity
to Riggs for Riggs use in the Riggs Primary Data
Center, the Riggs Backup Data Center and other Riggs
locations. The Fidelity On-Site Software includes (i) the
following software: SD; IW; ACBS DataMart; Alltel
Communications Engine (ACE); Tuxedo; Nexus; and
Jetforms; (ii) all Releases and Updates to the
foregoing; and (iii) any Riggs Specific Customizations
thereto.

1.82     Fidelity On-Site Software Services.    The term
Fidelity On-Site Software Services means the portion
of the Services described in Article
2.02 of Exhibit 3.

1.83     Fidelity Products.    The term Fidelity Products
means Fidelity Software and any hardware that Fidelity
uses to provide and perform the Services.

1.84     Fidelity Software.    The term Fidelity Software
means the Code (including software programs and Fidelity
Interfaces) used and/or provided by Fidelity to provide
and perform the Services. The Fidelity Third Party
Software, the Fidelity ASP Software and the Fidelity
On-Site Software are part of the Fidelity Software.

1.85     Fidelity Systems Manual(s).    The term Fidelity
Systems Manual means the documents listed in Exhibit 11 prepared by Fidelity.

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1.86     Fidelity Technical Personnel.    The term
Fidelity Technical Personnel has the meaning set forth
in Exhibit 5.

1.87     Fidelity Third Party Software.    The term
Fidelity Third Party Software means any computer
programs (including, without limitation, applications,
utilities, operating systems software and databases),
that are used and/or provided under a license by Fidelity
from a third party to provide and perform the Services. The Fidelity Third Party Software includes the following
software: Atchley Comply CTR; Checkfree PEP+; Checkfree
PEP+ Risk; Safebox; Tuxedo; Nexus; and Jetforms.

1.88     Fidelity User Manual(s).    The term Fidelity User Manual means a
portion of the documents listed in Exhibit 11 prepared
by Fidelity.

1.89     Fidelity Works.    The term Fidelity Works means
literary works of authorship (other than Code) Developed
by Fidelity, its Affiliates and/or their respective
Contractors or Subcontractors used to provide and
perform the Services, including without limitation user
manuals, charts, graphs and other written documentation
and machine-readable text and files, protected or
protectable under the United States Copyright Act of
1976, as amended.

1.90     Force Majeure Event.    The term Force Majeur
Event has the meaning set forth in Section 14.02 of
this Agreement.

1.91     Functional Design.    The term Functional Design
means a written description, usually in technical
language, setting forth the specifications for a
computer program or configuration of a computer system
that implements the Requirements.

1.92     Hotsite.    The term Hotsite has the meaning set
forth in Exhibit 5.

1.93     IMPACS or IM.    The terms IMPACS or IM means
Fidelity applications software that processes retail and
commercial current, demand deposit and statement savings
accounts as described in the Documentation.

1.94     Implementation Phase.    The term Implementation
Phase means the portion of the Services described in
Article 1 of Exhibit 3 and the time period during which
such Services are performed, provided and/or delivered.

1.95     Implementation Plan.    The term Implementation
Plan has the meaning set forth in Exhibit 3.

1.96     Incident.    The term Incident has the meaning
set forth in Exhibit 3.

1.97     Information System.    The term Information System
means the hardware, software and network programs and
systems provided and/or used (whether owned, under
contract and/or licensed) by Fidelity to perform and
provide the Services consisting of the Fidelity Products
and any hardware, other software and other firmware that
Fidelity uses to perform and/or provide the Services,
but excluding the Riggs Software that is not a part of
the Fidelity Software and any hardware provided by Riggs
to Fidelity.

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1.98     Information Warehouse or IW.    The terms
Information Warehouse or IW means Fidelity
database applications software that provides an
enterprise-wide data warehouse as described in the
Documentation.

1.99     Initial Commencement Date.    The term Initial
Commencement Date means the first Commencement Date
set forth in Exhibit 3.

1.100     Interfaces.    The term Interfaces means all
software application interfaces and elements thereof
described in Article 1 of Exhibit 3.

1.101     Interpretative Issue.    The term
Interpretative Issue has the meaning set forth in
Section 3.10(c) of this Agreement.

1.102     Intersystem Transfer or IT.    The terms
Intersystem Transfer or IT means Fidelity
applications software that facilitates movement of
monies within or between financial systems and
maintenance of application account file information as
described in the Documentation.

1.103     Jetforms.    The term Jetforms means third
party software used to print forms used by Service
Delivery as described in the Documentation. Jetforms is
part of the Fidelity Third Party Software.

1.104     Job Control Language.    The term Job Control
Language means a command language for mainframe
computers and minicomputers, used for launching
applications.

1.105     Key Output.    The term Key Output has the
meaning set forth in Exhibit 2.

1.106     Live Date.    The term Live Date means the date
on which Riggs first uses the System in production to
process Riggs actual business data outside of a test
environment. The Live Date is expected to be the first
business day after Actual System Implementation and the
first day of the Production Phase.

1.107     LOI.    The term LOI has the meaning set forth in Exhibit 2.

1.108     Loss(es).    The term Loss(es) means all
amounts paid and payable and/or lost to third parties
arising out of or resulting from judgments, settlements,
awards, losses, charges, liabilities, penalties,
interest claims (including taxes and all related
interest and penalties incurred directly with respect
thereto), however described or denominated, and all
related reasonable costs, expenses and other charges
(including all reasonable attorneys fees) and
reasonable external costs of investigations, litigation,
hearings, proceedings, document and data productions and
discovery, settlement, judgment, award, interest and
penalties, however described or denominated. In no event
shall Loss(es) include (i) loss of profits of the
Riggs Group, (ii) loss of revenue of the Riggs Group,
and/or (iii) damages to the reputation of the Riggs
Group.

1.109     LRTC.    The term LRTC means Fidelitys data
center located in Little Rock, Arkansas.

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1.110     LRTC Hosted Software.    The term LRTC Hosted
Software means the following software: ALS-SM; IM; ST;
GN; HX; IT; RM; SC; TX; KO; Fidelity Third Party
Software; and Riggs Software.

1.111     Mock System Implementation.    The term Mock
System Implementation means to undertake all actions
preliminary to the Actual System Implementation, including making the System fully operational on a test
basis.

1.112     Monthly Account Executive Fee.    The term
Monthly Account Executive Fee has the meaning set
forth in Exhibit 2.

1.113     Monthly ASP Base Fee.    The term Monthly ASP
Base Fee has the meaning set forth in Exhibit 2.

1.114     Monthly ASP Incremental Fee.    The term Monthly
ASP Incremental Fee has the meaning set forth in
Exhibit 2.

1.115     Monthly Data Backup Fee.    The term Monthly
Data Backup Fee has the meaning set forth in Exhibit 2.

1.116     Monthly Fidelity Network Services Base Fee.    The term Monthly Fidelity Network Services Base Fee
has the meaning set forth in Exhibit 2.

1.117     Monthly Fidelity On-Site Software Services
Base Fee.    The term Monthly Fidelity On-Site Software
Services Base Fee has the meaning set forth in Exhibit
2.

1.118     Monthly Fidelity On-Site Software Services
Incremental Fee.    The term Monthly Fidelity On-Site
Software Services Incremental Fee has the meaning set
forth in Exhibit 2.

1.119     Monthly Training Bank ASP Base Fee.    The term
Monthly Training Bank ASP Base Fee has the meaning set
forth in Exhibit 2.

1.120     Nexus.    The term Nexus means third party
software that provides the print drivers for Service
Delivery as described in the Documentation. Nexus is part
of the Fidelity Third Party Software.

1.121     One-Time Training Bank Setup Fee.    The term
One-Time Training Bank Setup Fee has the meaning set
forth in Exhibit 2.

1.122     On Time Key Output Delivery.    The term On Time
Key Output Delivery has the meaning set forth in
Exhibit 3.

1.123     On-Site Software Deposit Materials.    The term
On-Site Software Deposit Materials has the meaning set
forth in Exhibit 5.

1.124     Original Data.    The term Original Data has
the meaning set forth in Exhibit 3.

1.125     Overdraft.    The term Overdraft means (i) the
payment by any member of the Riggs Group of any check,
draft, automatic clearing house transaction, automated
teller transaction or other withdrawal, transfer order
or

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payment order (collectively, an Order) on an account
at such number of the Riggs Group for which funds were
not available at the time of payment, but (A) in the
case of a breach of Fidelitys obligation to timely and
properly restore the Services after a Business
Interruption Event, only if at the time of such payment
the deposit system was not accessible by such member of
the Riggs Group due to the failure by Fidelity to
restore the Services after a Business Interruption Event
in the manner required by the Agreement, and (B) in
the case of a Claim and/or Loss described in Section
16.01(vii), only if Fidelitys breach of this Agreement
causes the Overdraft; or (ii) the payment by any member
of the Riggs Group of an Order on an account at any
member of the Riggs Group, which, in circumstances
other than those described in (i), above, such member of
the Riggs Group was not in fact obligated to pay, but
(A) in the case of a breach of Fidelitys obligation to
timely and properly restore the Services after a
Business Interruption Event, only if such member of the
Riggs Group could not, in a timely manner and acting in
a commercially reasonable manner, determine that it was
not obligated to pay because the deposit system was not
accessible by such member of the Riggs Group due to the
failure by Fidelity to restore the Services after a
Business Interruption Event in the manner required by
the Agreement, and (B) in the case of a Claim and/or
Loss described in Section 16.01(vii), only if Fidelitys breach of this
Agreement causes the Overdraft; or (iii) the payment by
any member of the Riggs Group of an Order not on an
account at such member of the Riggs Group, which such
member of the Riggs Group was not in fact obligated to
pay, but (A) in the case of a breach of Fidelitys
obligation to timely and properly restore the Services
after a Business Interruption Event, only if such member
of the Riggs Group could not, in a timely manner and
acting in a commercially reasonable way, determine that
it was not obligated to pay because the deposit system
was not accessible by such member of the Riggs Group due
to the failure by Fidelity to restore the Services
after a Business Interruption Event in the manner
required by the Agreement, and (B) in the case of a
Claim and/or Loss described in Section 16.01(vii), only
if Fidelitys breach of this Agreement causes the
overdraft.

1.126     Performance Credits.    The term Performance
Credits means those credits to be given to Riggs in
accordance with and as set forth in the Agreement and
Exhibit 2.

1.127     Phase or Phases.    The term Phase or Phases
refers to the division of the Services into two
(2) Phases: the Implementation Phase and the Production
Phase.

1.128     Production Phase.    The term Production Phase
means the portion of the Services described in Article
2 of Exhibit 3 and the time period during which such
Services are performed, provided and/or delivered.

1.129     Project Plans.    The term Project Plans has
the meaning set forth in Exhibit 3.

1.130     Project SOURCE.    The term Project SOURCE means an Internet
enabled information repository used by Fidelity and
Riggs to record, track and report the status of
Incidents.

1.131     Qualifying Criteria.    The term Qualifying
Criteria shall mean an entity or operation that is not
an Fidelity Competitor, that will use the Services as
provided by Fidelity using the same physical environment
and time zone as employed by Fidelity to provide the
ASP Services to the members of the Riggs Group
(excluding the network).

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1.132     Release(s).    The term Release(s) means the
corrections, revisions, updates, modifications and
enhancements to the Fidelity On-Site Software and related
Documentation, which Fidelity makes generally available,
without additional charge, to licensees of particular
Fidelity On-Site Software for which such licensees are
paying Fidelity to provide software maintenance services.
A Release may include new functionality, but does not
include any new or replacement software products.

1.133     Required Consents.    The term Required
Consents means any consents or approvals or other
arrangements to be obtained by a party under the
Agreement (a) to allow a party to assume financial,
support, operational, management and/or administrative
responsibility for any software licenses, software
maintenance agreements, hardware licenses, hardware
leases, space leases, hardware maintenance agreements,
network and other support services agreements and
similar arrangements; (b) to allow for the transfer of
any of the contractual arrangements described in (a)
above from one party or its Affiliates to another party
or its Affiliates; and (c) to permit use and other
rights for a party with respect to software, hardware,
equipment, services and similar items.

1.134     Requirements.    The term Requirements means a
written identification and description, in
non-technical language, of the functions of a computer
program or configuration of a computer system.

1.135     Riggs.    The term Riggs means Riggs Bank N.A. and,
unless context dictates otherwise, the members of the
Riggs Group receiving Services under this Agreement.

1.136     Riggs Backup Data Center.    The term Riggs
Backup Data Center means Riggs data center located at
800 17th Street, N.W., Washington, D.C. 20006 and any
successor thereto.

1.137     Riggs Business.    The term Riggs Business
means the businesses engaged in by Riggs and its
Affiliates; however, such businesses shall not include
the right to resell or otherwise provide the Services in
a service bureau, time share, outsourced or other
similar arrangement to third parties that are not
Affiliates of Riggs.

1.138     Riggs Code.    The term Riggs Code means Code
Developed by Riggs, its Affiliates and/or their
respective Contractors or Subcontractors (excluding
Fidelity) which Code does not constitute a Derivative
Work of any software owned by Riggs or Fidelity, their
respective Affiliates and/or their respective
Contractors or Subcontractors.

1.139     Riggs Data.    The term Riggs Data means (i)
all data and information provided or submitted by, or
caused to be submitted by, the Riggs Group in connection
with the Services, and (ii) all such data and
information processed or stored, and/or then provided to
the Riggs Group, as part of the Services, including,
without limitation, data contained in forms, reports and
other similar documents provided by Fidelity as part of
the Services.

1.140     Riggs Derivative Code.    The term Riggs
Derivative Code means Developed Code which constitutes
Derivative Work based on the Riggs Code whether
Developed by Riggs or Fidelity, their respective
Affiliates and/or their respective Contractors
or Subcontractors.

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1.141     Riggs Group.    The term Riggs Group means
individually and collectively Riggs and its existing and
future Affiliates that are using and/or receiving any
portion of the Services.

1.142     Riggs Materials.    The term Riggs Material
means Riggs Code, Riggs Derivative Code, Riggs Works and
the Derivative Works based on the Riggs Works.

1.143     Riggs Primary Data Center.    The term Riggs
Primary Data Center means Riggs data center located at
5700 RiverTech Court, Riverdale, MD 20737 and any
successor thereto.

1.144     Riggs Retained Responsibilities.    The term
Riggs Retained Responsibilities means the Riggs
responsibilities described in Exhibit 3.

1.145     Riggs Software.    The term Riggs Software
means any computer programs (including, without
limitation, applications, utilities and operating
systems software) owned or licensed by any member of the
Riggs Group that will be used by Fidelity in providing
Services under this Agreement, and consists of the
following applications software as of the Effective
Date: APECS; Vector:Reconcile; ARP/SMS; Vector:Adjustments; and
Carreker  Antinori  Antinori  ASI\6
(Research Tracking). The parties may designate additional
software as Riggs Software pursuant to the Change
Control Procedure.

1.146     Riggs Solutions.    The term Riggs Solutions
means (a) the functional, operational and performance
requirements developed by the parties and/or their
respective Affiliates, Contractors and Subcontractors
for the information technology systems to be used by
Riggs and its Affiliates in the Riggs Business; (b) the
business and operational policies and procedures
employed or proposed to be employed by Riggs and its
Affiliates to conduct the Riggs Business; and (c) the
work plans and charters developed by the parties and
their respective Affiliates, Contractors and
Subcontractors with respect to the development,
implementation and operation of the items described in
(a) and (b) above and the documentation embodying the
items described in (a) and (b) above and this subpart
(c). However, the Riggs Solution shall not include (i)
the source code and object code, and descriptions of
the design or structure, of the Fidelity Software; (ii)
the substantive or material commercial terms of this
Agreement and any description(s) of the substantive
positions of the parties in the negotiation of this
Agreement; (iii) the substantive or material commercial
terms of Fidelitys response to Riggs RFP and to other
Riggs inquiries with respect to the engagement of
Fidelity by Riggs for the Services; and (iv)
descriptions of the design or structure of the
Information System. To the extent that any part of the
Riggs Solution is owned by Fidelity, its Affiliates
and/or their respective Contractors or Subcontractors,
such part shall be Fidelity Company Information.

1.147     Riggs Specific Customizations.    The term Riggs
Specific Customizations has the meaning set forth in
Exhibit 3.

1.148     Riggs
Works.    The term Riggs Works means
literary works of authorship (other than Code) Developed
by Riggs and/or its Affiliates and/or their respective
Contractors and Subcontractors (excluding Fidelity),
including without limitation user manuals, charts,
graphs and other written documentation and machine
readable text and files, protected or protectable under
the United States Copyright Act of 1976, as amended.

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1.149     Savings Time or ST.    The terms Savings Time or
ST means Fidelity applications software that processes
a variety of investment deposit products, including
savings accounts, certificates of deposit, U.S. retirement
plans, time deposit, open accounts, and club accounts as
described in the Documentation.

1.150     SDADC.    The term SDADC means Fidelitys data
center located in San Diego, California.

1.151     SDADC Hosted Software.    The term SDADC Hosted
Software means the following software: Commercial
Lending Application (ACBS), which includes DLSE and
DLO.

1.152     Secondary Location.    The term Secondary
Location has the meaning set forth in Exhibit 5.

1.153     Service Delivery or SD.    The terms Service
Delivery or SD means Fidelity applications software
including the following:



| |                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a.     Teller Workstation or TW.    The terms Teller
Workstation or TW means Fidelity applications software that performs monetary transactions as
described in the Documentation.                                              
|
| | b.     Call Center Workstation or CCW.    The terms Call
Center Workstation or CCW means Fidelity applications
software that allows call center agents to access a full
range of transactions as described in the Documentation.
|
| | c.     Direct/Branch Sales Workstation.    The term
Direct/Branch Sales Workstation means Fidelity applications software that provides service and sales
transaction as described in the Documentation.                           
|
| | d.     Universal Workstation.    The term Universal
Workstation means Fidelity applications software that
provides a combination of monetary and sales
functionality as described in the Documentation.                           

1.154     Service Delivery Seat License Fee.    The term
Service Delivery Seat License Fee has the meaning set
forth in Exhibit 2.

1.155     Service Level(s).    The term Service Level(s)
has the meaning set forth in Exhibit 2.

1.156     Services.    The term Services means (i)
functions, responsibilities, activities, tasks and
projects to be performed, and the resources to be used
and/or provided, by Fidelity to perform and provide the
information technology services described in this
Agreement and the rights and licenses granted to the
members of the Riggs Group by Fidelity in this Agreement
(including the Business Continuity Services, the
Termination Services, the Fidelity Materials, the
Fidelity Products, the Information System, and the
rights and licenses granted by Fidelity to the members
of the Riggs Group in this Agreement with respect to
the Fidelity Materials, the Fidelity Products and the
Information System), all as set forth in this Agreement
(including, without limitation, Exhibits 3 and 5 and the
Change Orders), as such items may evolve and/or be
supplemented, maintained, modified and enhanced during
the term of this Agreement, in accordance with the terms
of the Agreement and (ii)the

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functions, responsibilities, activities, tasks and
projects, and the resources, rights and licenses, to be
used, granted and/or provided by Fidelity that are not
specifically described in this Agreement as a part of
Services but are incidental to and would normally be
considered an inherent part of, or necessary subpart
included within, the Services, but are neither Riggs
Retained Responsibilities nor Third Party
Responsibilities. The term Services shall refer to all
and/or some of the Services as the context requires.

1.157     Services Oversight Committee.    The term
Services Oversight Committee means the committee,
comprised of management personnel of both Fidelity and
Riggs assigned under the terms of Article 6 that shall
be authorized and responsible for (i) generally
overseeing the performance of this Agreement, (ii)
making strategic and tactical decisions in respect of
the establishment, budgeting and implementation of
priorities and plans with respect to the Services and
(iii) monitoring and resolving Disputes in accordance
with Article
12.

1.158     Sterling Commerce  Bank Reconciliation or
Vector:Reconcile or Vector 8 (Bank Reconciliation).    The
terms Sterling Commerce  Bank Reconciliation or
Vector:Reconcile or Vector 8 (Bank Reconciliation)
means applications software that performs automated
settlement of account ending balances for deposits,
loans, G/L, FX and FRB transactions. Vector 8 (Bank
Reconciliation) is a part of the Riggs Software.

1.159     Sterling Commerce  Online Adjustments or
Vector:Adjustments or Vector 4 (Online Adjustments).    The
terms Sterling Commerce  Online Adjustments or
Vector:Adjustments or Vector 4 (Online Adjustments)
means applications software that processes debit and
credit adjustments on deposit systems due to errors or
customer disputes. Vector 4 (Online Adjustments) is a
part of the Riggs Software.

1.160     SunGard.    The term SunGard means Sungard Data
Systems Inc.

1.161     SunGard Data Center.    The term SunGard Data
Center means SunGard Data Systems Inc.s data center

1.162     Supported Release(s).    The term Supported
Release(s) has the meaning set forth in Exhibit 3.

1.163     System.    The term System means the Fidelity
ASP Services, Fidelity Network Services, Fidelity
Training Bank Services, Fidelity Software, Riggs
Software, Information System, Data Conversions,
Configurations, Interfaces, Customizations and all
connected software applications, computer systems,
networks, components and sub-components thereof,
including but not limited to Fidelity, Riggs and third
party software applications, computer systems, networks
and services.

1.164     Systems Integration Testing.    The term Systems
Integration Testing means iterative testing of the in
preparation for User Acceptance Tests to ensure that the
System is properly working in accordance with the
Acceptance Test Criteria.

1.165     Tax or TX.    The terms Tax or TX means
Fidelity applications software that extracts information
from Fidelitys accounting

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applications software and produces information to
support U.S. federal tax disclosure requirements as
described in the Documentation.

1.166     Termination Charge.    The term Termination
Charge has the meaning set forth in Exhibit 2.

1.167     Termination Services.    The term Termination
Services means the functions, responsibilities,
activities, tasks and projects Fidelity is reasonably
requested by Riggs to perform in anticipation of and in
connection with the termination or expiration of this
Agreement in order to achieve an orderly transfer of
Services from Fidelity to Riggs or to Riggs designee
and including the Services (and/or subsets thereof)
described in Exhibits 3 and 5. The Termination Services
shall be further defined and agreed by the parties at a
future date when the Termination Services are needed by
Riggs within the scope defined by the first sentence of
this definition. The Termination Services are part of
the Services.

1.168     Time and Materials Basis Customizations.    The
term Time and Materials Basis Customizations has the
meaning set forth in Article 1 of Exhibit 3.

1.169     Test Date.    The term Test Date has the
meaning set forth in Exhibit 3.

1.170     Test Manager.    The term Test Manager has the
meaning set forth in Exhibit 3.

1.171     Testing.    The term Testing means Systems
Integration Testing and User Acceptance Test(s).

1.172     Third Party Agreement.    The term Third Party
Agreement means an agreement set forth in Exhibit 7
pursuant to which a Third Party Provider has contracted
with a member of the Riggs Group to provide services to
one or more members of the Riggs Group.

1.173     Third Party Provider.    The term Third Party
Provider means any of the third party providers of
services, products and/or license rights (excluding
Fidelity and its Affiliates, agents, Contractors and
Subcontractors) to one or more members of the Riggs
Group, or to an indemnitee or other third party under
Section 16.01 of this Agreement, and their successors
and assigns.

1.174     Third Party Responsibilities.    The term Third
Party Responsibilities means the Third Party
Responsibilities set forth and defined in Exhibit 3, if
any.

1.175     Total Actual Availability.    The term Total
Actual Availability has the meaning set forth in
Exhibit 2.

1.176     Total One-Time License Fees.    The term Total
One-Time License Fees has the meaning set forth in
Exhibit 2.

1.177     Total One-Time ASP Use Fees.    The term Total
One-Time ASP Use Fee has the meaning set forth in
Exhibit 2.

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1.178     Total Scheduled Availability.    The term Total
Scheduled Availability has the meaning set forth in
Exhibit 2.

1.119     Trade Secrets.    The term Trade Secrets mean
with respect to a party, information related to the
services and/or business of the disclosing party and/or
of a third party which (a) derives economic value, actual
or potential, from not being generally known to or
readily ascertainable by other persons who can obtain
economic value from its disclosure or use; and (b) is
the subject of efforts by the disclosing party that are
reasonable under the circumstances to maintain its
secrecy, including without limitation (i) marking any
information clearly and conspicuously with a legend
identifying its confidential or proprietary nature; (ii)
identifying any oral presentation or communication as
confidential immediately before, during or after such
oral presentation or communication; or (iii) otherwise,
treating such information as confidential or secret.
Assuming the criteria in sections (a) and (b) above are
met, Trade Secrets include, but are not limited to,
technical and nontechnical data, formulas, patterns,
compilations, computer programs and software, devices,
drawings, processes, methods, techniques, designs,
programs, financial plans, product plans, and lists of
actual or potential customers and suppliers.

1.180     Training Bank.    The term Training Bank has
the meaning set forth in Exhibit 3.

1.181     Training Bank Data Files.    The term Training
Bank Data Files has the meaning set forth in Exhibit 3.

1.182     Tuxedo.    The term Tuxedo means third party
middleware software used by Service Delivery as
described in the Documentation. Tuxedo is part of the
Fidelity Third Party Software.

1.183     Unit Testing.    The term Unit Testing means
the process of testing a computer program or
configuration of a computer system to ensure that the
computer program or configuration of the computer
system functions properly and conforms to the
Requirements.

1.184     Update(s).    The term Update(s) means
revisions to the Fidelity On-Site Software that are
solely provided to fix defects that exist in the
Fidelity On-Site Software. An Update provides no new
functionality.

1.185     User Acceptance Test.    The term User
Acceptance Test means a single test to determine
whether the System meets the Acceptance Test Criteria.
The User Acceptance Test may be performed multiple times.

1.186     Virus(es).    The term Virus(es) means computer
instructions (a) that adversely affect the operation,
security or integrity of a computing telecommunications
or other digital operating or processing system or
environment, including without limitation, other
programs, data, databases, computer libraries and
computer and communications equipment, by altering,
destroying, disrupting or inhibiting such operation,
security or integrity; (b) that without functional
purpose, self-replicate written manual intervention; or
(c) that purport to perform a useful function but which
actually perform either a destructive or harmful
function, or perform no useful function and utilize
substantial computer, telecommunications or memory
resources.

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1.187     Work(s).    The term Work(s) means an original
work of authorship (other than Code) protectable or
protected under the United States Copyright Act of
1976, as amended.

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