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                                                                   EXHIBIT 10.12

                          ON-SITE OUTSOURCING AGREEMENT

                                 by and between

                      FIDELITY INFORMATION SERVICES, INC.

                                       AND

                             INDEPENDENT BANK CORP.

                        Effective as of November 1, 2004

PLEASE NOTE: Portions of this contract, and its exhibits and attachments, have
been omitted pursuant to a request for confidential treatment sent on March 4,
2005 to the Securities and Exchange Commission. The locations where material has
been omitted are indicated by the following notation: "{****}". The entire
contract, in unredacted form, has been filed separately with the Commission with
the request for confidential treatment.
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                                TABLE OF CONTENTS

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

      1.1 PRODUCTS, THIRD-PARTY INTERFACES, RESOURCES, AND DATA PROCESSING SERVICES..............................       2
      1.2 SOFTWARE DEVELOPMENT AND ENHANCEMENT SERVICES..........................................................       2

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

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

      3.1 DATA CENTER COMPUTER EQUIPMENT.........................................................................       3
      3.2 TERMINALS/COMMUNICATIONS COST..........................................................................       4
      3.3 PROCESSING SCHEDULE....................................................................................       4
      3.4 CLIENT APPROVAL OF PROGRAM CHANGES.....................................................................       4
      3.5 CLIENT RESOURCES.......................................................................................       4
      3.6 REQUIRED CONSENTS......................................................................................       4
      3.7 DELIVERY...............................................................................................       4
      3.8 SUPPLIES AND FORMS.....................................................................................       4
      3.9 CLIENT'S INPUT DATA....................................................................................       5
      3.10 CLIENT'S RESPONSIBILITIES.............................................................................       5
      3.11 FIDELITY RESPONSIBILITIES.............................................................................       5
      3.12 SERVICE REQUEST ORDERS................................................................................       6

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

      4.1 DATA PROCESSING PREMISES...............................................................................       6
      4.2 SECURITY STANDARDS.....................................................................................       7

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

      5.1 ADDITIONAL LICENSED PROGRAMS...........................................................................       8
      5.2 USER MANUALS...........................................................................................       8
      5.3 CLIENT-PROVIDED SOFT...................................................................................       8
      5.4 INSTALLATION OF NEW SYSTEMS AND SUBSYSTEMS.............................................................       8
      5.5 MODIFICATIONS REQUESTED BY CLIENT......................................................................       9
      5.6 REGULATORY REPORTING REQUIREMENTS......................................................................       9

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

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

      7.1 RESIDENT TECHNICAL STAFF...............................................................................       9
      7.2 SPECIAL COMPUTER USE...................................................................................      10

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

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

      9.1 TERMINATION............................................................................................      11
      9.2 TERMINATION FOR CONVENIENCE BY CLIENT..................................................................      11
      9.3 TERMINATION UPON FIDELITY'S MATERIAL BREACH............................................................      12
      9.4 TERMINATION UPON CLIENT'S MATERIAL BREACH..............................................................      13
      9.5 DATA, SYSTEMS AND PROGRAMS.............................................................................      15
      9.6 DECONVERSION FEES AND CHARGES..........................................................................      15

10. TRANSITIONAL COOPERATION.....................................................................................      15
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<TABLE>
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      10.1 OFFER OF EMPLOYMENT ..................................................................................      15
      10.2 TRANSITION ...........................................................................................      15
      10.3 EQUIPMENT ............................................................................................      16
      10.4 ADDITIONAL SUPPORT ...................................................................................      16

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

      11.1 FILES AND PROGRAMS ...................................................................................      16
      11.2 STORAGE ..............................................................................................      16
      11.3 DISASTER RECOVERY ....................................................................................      16

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

      12.1 STEERING COMMITTEE ...................................................................................      16
      12.2 AUDIT CONFERENCE .....................................................................................      17
      12.3 RELATIONSHIP MANAGEMENT ..............................................................................      17
      12.4 FORMAL DISPUTE RESOLUTION PROCEDURES .................................................................      18
      12.5 STRATEGIC PLANNING MEETINGS ..........................................................................      19

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

      13.1 OWNERSHIP OF CLIENT SOFTWARE .........................................................................      19
      13.2 OWNERSHIP OF FIDELITY SOFTWARE .......................................................................      19
      13.3 MODIFICATIONS TO FIDELITY SOFTWARE ...................................................................      19

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

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

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

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

      17.1 MERGER OR ACQUISITION ................................................................................      21
      17.2 INCREASES BASED ON CHANGES IN SERVICES ...............................................................      21

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

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

      19.1 CONFIDENTIALITY OBLIGATION ...........................................................................      21
      19.2 NON-DISCLOSURE COVENANT ..............................................................................      21
      19.3 EXCEPTIONS ...........................................................................................      22
      19.4 CONFIDENTIALITY OF THIS AGREEMENT; PROTECTIVE ARRANGEMENTS ...........................................      22
      19.5 BANK'S RIGHT TO MONITOR AND AUDIT SERVICE PROVIDER ...................................................      23

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

      20.1 GOVERNING LAW/FORUM SELECTION ........................................................................      23
      20.2 ARBITRATION PROCEDURES ...............................................................................      23

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

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

      22.1 CLIENT SUPERVISORY POWERS ............................................................................      24
      22.2 FIDELITY'S EMPLOYEES .................................................................................      25
      22.3 FIDELITY AS AN AGENT .................................................................................      25

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

24. INTENTIONALLY OMITTED .......................................................................................      25
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<TABLE>
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25. NOTICES .....................................................................................................      25

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

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

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

      28.1 PERSONAL INJURY AND PROPERTY DAMAGE ..................................................................      26
      28.2 INFRINGEMENT OF FIDELITY SOFTWARE OR FIDELITY-PROVIDED THIRD PARTY SOFTWARE ..........................      26
      28.3 INFRINGEMENTS OF CLIENT-PROVIDED SOFTWARE ............................................................      27

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

      29.1 LICENSES AND PERMITS AND COMPLIANCE WITH LAWS ........................................................      28
      29.2 AUTHORIZATION AND EFFECT .............................................................................      28
      29.3 BUSINESS PRACTICES ...................................................................................      28
      29.4 FIDELITY SOFTWARE ....................................................................................      29
      29.5 CLIENT SOFTWARE ......................................................................................      29
      29.6 PROFESSIONAL AND WORKMANLIKE .........................................................................      29
      29.7 NO ADDITIONAL REPRESENTATIONS OR WARRANTIES ..........................................................      29

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

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

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

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

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

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

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

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

EXHIBITS

             A. Software Listing

             B. Software Development and Enhancements

             C. Fees and Charges

             D. Production Schedule

             E. Responsibilities of the Parties

             F. Intentionally Omitted

             G. Insurance

             H. Equipment Configuration

             I. License Terms and Conditions

             J. Internet Hosting

             K. DASH ATM/EFT Services

             L. Form of Statement of Work

ATTACHMENT 1
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                         ON-SITE OUTSOURCING AGREEMENT

                           PARTIES AND EFFECTIVE DATE

      This On-Site Outsourcing Agreement (the "Agreement") is dated and
effective as of November 1, 2004 (hereinafter the "Effective Date"), by and
between FIDELITY INFORMATION SERVICES, INC., an Arkansas corporation, with
offices located at 601 South Lake Destiny Drive, Maitland, Florida 32751
(hereinafter "Fidelity") and INDEPENDENT BANK CORP., with offices located at 288
Union Street, Rockland, Massachusetts 02370 (hereinafter "Client"), primarily
for the purposes of processing the data of the Client's wholly-owned bank
subsidiary Rockland Trust Company ("RTC").

      The term "Client" shall also include, to the extent necessary to confer
any of the rights and benefits associated with this Agreement, RTC, RTC's
current subsidiaries RTC Securities Corp I, RTC Securities Corp. X, Taunton
Avenue, Inc., and the Rockland Trust Community Development LLC, and the Client's
other current subsidiaries in addition to RTC, namely Independent Capital Trust
III and Independent Capital Trust IV (hereinafter collectively the
"Client-Affiliated Entities"). The term "Client-Affiliated Entities" shall also
include any future wholly-owned subsidiaries of Client, subject to the
provisions of Section 17 of this Agreement.

      While the Client-Affiliated Entities are entitled to any of the rights and
benefits that the Client possesses under this Agreement, the Client-Affiliated
Entities shall bear no responsibility for any financial or other obligations,
arising under this Agreement; provided, however, that Client and the
Client-Affiliated Entities shall at all times be subject to the confidentiality
obligations set forth in this Agreement. Client shall be solely responsible for
any financial or other obligations arising from this Agreement.

                       AGREEMENT SUPERSEDES PRIOR CONTRACT

      Fidelity's predecessor in interest ALLTEL Information Services, Inc, and
the Client are parties to an On-Site Outsourcing Agreement dated as of October
18,1999, which had been amended, in writing, eight times and which had a term
that ends on May 31, 2005 (hereinafter collectively the "Prior Contract"). This
Agreement supersedes the Prior Contract, in its entirety, as of the Effective
Date.

                          TERMINATION OF PRIOR CONTRACT

      The parties, to the extent necessary to do so, agree that the Prior
Contract has been terminated by their mutual agreement and is null, void, and of
no further legal effect as of the Effective Date, without any further rights or
obligations, financial or otherwise, on the part of either party except with
respect to those items expressly identified in the Prior Contract as surviving
the termination of the Prior Contract and provided that Client shall pay all
outstanding amounts due and payable to Fidelity pursuant to the Prior Contract.
The parties agree that, notwithstanding termination of the Prior Contract, the
licenses granted to Client pursuant to the Prior Contract remain in effect and
are carried forward to this Agreement without payment of

                                       1
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any additional license fees. All licensed Fidelity software products are listed
in Exhibit A to this Agreement.

                                    AGREEMENT

      For good and valuable consideration, the sufficiency of which is hereby
acknowledged, the parties agree as follows:

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

      1.1 PRODUCTS, THIRD-PARTY INTERFACES, RESOURCES, AND DATA PROCESSING
SERVICES. Fidelity will provide to Client the Fidelity software products,
third-party interfaces to and/or from the Fidelity software products, Fidelity
resources, and the data processing services described in this Agreement and in
the Exhibits and Attachments which are attached to, incorporated into, and made
an integral part of this Agreement. The services provided by Fidelity to Client
shall generally include, but not be limited to, the general management of
Client's data processing, installation and enhancement of Fidelity-developed
software systems, operation of software systems developed by Fidelity and third
parties, programming, furnishing, maintaining and operating computer equipment,
and providing information in various media forms (hereinafter collectively
referred to as "Services"). As more particularly described in Section 5 below,
Fidelity also grants to Client a license to use the Fidelity software products.
The specific Services, third-party interfaces and resources provided, the
Fidelity software products licensed, and the applicable fees and charges, are
described in more detail in this Agreement, its Exhibits, and Attachments.

      1.2 SOFTWARE DEVELOPMENT AND ENHANCEMENT SERVICES. Exhibit B to this
Agreement sets forth the description of software development and enhancement
services that Fidelity will provide to Client pursuant to this Agreement. Unless
expressly noted otherwise in Exhibit B, Fidelity will provide the software
development and enhancement services described in Exhibit B to Client at no
additional cost.

2.    TERM.

      This Agreement commences on the Effective Date and ends May 31, 2010 (the
"Term"), unless earlier terminated pursuant to Section 9. During the period
between June 1, 2008 and September 1, 2008 (the "Extension Notice Period"),
Client shall have the option to extend the Term of this Agreement for an
additional five (5)-year period, i.e., until May 31, 2015 (the "Extended Term").
Client shall have the right to exercise its option to extend the Term by giving
written notice (the "Extension Notice") to Fidelity of Client's intention to do
so. Client's timely delivery of the Extension Notice shall conclusively
establish that this Agreement continues in effect through the end of the
Extended Term. The pricing for the Extended Term shall be: (i) for core
processing, the same fees as are in effect for core processing as of the date of
the Extension Notice; and (ii) for services for which Client pays volume-based
charges, the lower of Fidelity's then-current charges for such services or the
fair market value for such services as of the date of the Extension Notice
("Fair Market Value"). If Client and Fidelity cannot mutually agree upon the
Fair Market Value, Client and Fidelity will, within ninety (90) days of an

                                       2
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Extension Notice, complete binding arbitration to determine the Fair Market
Value which shall not, in any event, exceed Fidelity's then-current volume-based
charges. Such extension of the Term will be memorialized in a written amendment
to this Agreement. The last day of the Term (or the Extended Term, if
applicable) shall be the "Expiration Date".

3.    RESPONSIBILITIES OF THE PARTIES.

      Fidelity and Client shall be responsible for the following.

      3.1   DATA CENTER COMPUTER EQUIPMENT. Except as otherwise expressly
provided in this Agreement (see Exhibit E), Fidelity will supply {****}
those CPUs, communications controllers, DASD equipment, tape/cartridge
equipment, printers and other equipment as identified in Exhibit H and such
other equipment as Fidelity may deem appropriate for its operation of the "Data
Center" (as that term is defined in Section 4.1).

            Fidelity and Client will evaluate hardware capacity on an annual
basis. Any hardware upgrades will be mutually agreed upon, with agreement not to
be unreasonably withheld by either party. Fidelity acknowledges and agrees that
if Client has paid in full the purchase price for any hardware as of the
expiration or earlier termination of this Agreement, then Client will be the
owner of any such Client-purchased hardware ("Client Purchased Hardware") and
will not be required to make any payment to Fidelity for Client Purchased
Hardware. {****}

            Fidelity agrees, warrants, and represents that the computer
equipment to be supplied and installed at the Data Center, whether pursuant to
this Section 3.1 or otherwise, shall be operated by Fidelity solely for the
benefit for Client and to process Client's data as hereunder agreed, and will
not be used to process any data for any third parties whatsoever. The processing
of data by Fidelity for any third parties using the equipment provided for in
this Agreement will be considered a default by Fidelity under the terms and
conditions of this Agreement, subject to the remedies of termination described
elsewhere in this Agreement. Nothing in this Section shall prevent Fidelity and
Client from entering into a mutually agreed-upon "revenue-sharing agreement" for
the processing of data for third parties; however, any such agreement shall be
in writing and deemed to be an amendment to this Agreement.

            Fidelity shall indemnify and hold Client harmless from all risk of
loss associated with the equipment identified in Exhibit H and any additional
equipment owned or leased by Fidelity that Fidelity may add to the Data Center
in the future (the "Equipment"). Fidelity, however, will satisfy its indemnity
obligation with respect to the Equipment by maintaining the insurance coverage
set forth in Exhibit G (or coverage that is substantially comparable to the
coverage shown in Exhibit G) in full force and effect during the Term of this
Agreement. Client will bear no risk of loss with respect to the Equipment,
excepting only any loss resulting from Client's willful misconduct or gross
negligence. Client shall have no obligation to insure the Equipment.

                                       3
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      3.2 TERMINALS/COMMUNICATIONS COST. Client will pay all costs of installing
and utilizing communication or telephone lines, data sets, modems, ATMs,
terminals, terminal communication control units and other equipment, as may be
required for Client's on-line operations, testing and training. Fidelity will
provide, at its expense, as applicable, the terminals and personal computers
used by its personnel. Client will provide all personal computers used by its
personnel, both hardware and software.

      3.3 PROCESSING SCHEDULE. Client shall provide input data and Fidelity will
process and update Client's data in accordance with Exhibit D.

      3.4 CLIENT APPROVAL OF PROGRAM CHANGES. Functional changes to programs
(other than standard releases) used to process Client's data affecting input,
output, control, audit, or accounting procedures of Client shall be made only
with the express written approval of Client.

      3.5 CLIENT RESOURCES. During the Term, Client will provide the Client
resources reasonably required for Fidelity to provide the Services. Exhibit E
sets forth a non-exclusive list of the Client resources that Client is
reasonably required to provide to Fidelity.

      3.6 REQUIRED CONSENTS. For the purposes of this Agreement, a "Required
Consent" shall mean permission for Fidelity to use those assets, services, and
rights, if any, leased, contracted for, licensed, or owned by Client, Client
software, and Client-provided third party software, if any, to be made available
to Fidelity by Client to enable Fidelity to provide the Services.

            (a) COOPERATION. Client shall obtain all Required Consents. Upon
Client's request, Fidelity shall assist Client in obtaining the Required
Consents. Once each such Required Consent has been obtained, Client shall
provide a copy of it to Fidelity. Until such time as the Required Consent has
been obtained by Client, any right to use the affected Client resource shall not
be deemed to have been transferred to Fidelity, and the parties shall cooperate
with each other in achieving a reasonable alternative arrangement for the use of
the affected Client resources.

            (b) COSTS. Any cost incurred by Fidelity at Client's request in
obtaining a Required Consent shall be separately charged by Fidelity to Client
as a pass-through expense. Upon request of Client, Fidelity will provide an
estimate of such cost and submit to Client prior to incurring such cost.

      3.7 DELIVERY. Client, or its designee, is responsible to Fidelity for
delivery of all input and output data to and from the Data Center. Fidelity is
responsible for safekeeping Client's confidential documents while in Fidelity's
possession in the Data Center.

      3.8 SUPPLIES AND FORMS. Fidelity will provide and install all magnetic
tapes and tape cartridges which may be required to perform Fidelity's
obligations under this Agreement. Client will provide all input and output
forms, balance control forms, stock paper, system laser printer supplies, impact
printer ribbons, and any forms which may be necessary for Fidelity to meet the

                                       4
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processing requirements of Client, as well as adequate storage space for those
items. Fidelity will provide, at its own cost, its own internal forms and other
internal ancillary supplies as may be required for Fidelity's internal
requirements and in the ordinary course of Fidelity's business.

      3.9 CLIENT'S INPUT DATA. Client assumes all risk of loss and expenses of
reconstruction of input data, except for loss caused by Fidelity's negligence.

      3.10 CLIENT'S RESPONSIBILITIES. If Client wishes to provide Fidelity with
formal notice of any issue arising under this Agreement, Client will first
notify Fidelity's On-Site Account Manager, in writing, of the issue (an "Issue
Notice"). Client shall date every Issue Notice and shall include in any Issue
Notice a reasonable level of detail sufficient to explain the issue presented
and Client shall provide Fidelity with reasonable documentation for each issue
logged to Fidelity with the Issue Notice.

      Fidelity shall promptly review and log every Issue Notice received and
shall notify the Client, in writing, within ten (10) days if Fidelity needs
additional information from the Client to explain or understand the issue
presented (an "Additional Information Request"). If Fidelity does not timely
deliver an Additional Information Request to Client, the Issue Notice will be
deemed to be sufficiently detailed and logged in for a response by Fidelity as
of the tenth (10th) day after the date of the Issue Notice.

      3.11 FIDELITY RESPONSIBILITIES. For purposes of this Section, a Software
defect will be defined as any production problem where the Software does not
function according to Fidelity's published documentation.

            (a) For purposes of this Section, "Priority 1" shall mean any
Software defect where the system is down as a direct result of the defect and
Client is prevented from performing activities critical to Client's day-to-day
business. Fidelity will use all reasonable efforts to respond and coordinate
with Client to develop temporary mitigating solutions within one (1) hour of
being notified of an occurrence and will attempt to resolve all Priority 1
issues as soon as is reasonably possible and, in any event, within twenty-four
(24) hours of being notified.

            (b) For purposes of this Section, "Priority 2" shall mean any
Software defect where there is a material effect on a high volume of Client's
accounts or customers (e.g., any material effect in printed
correspondence/disclosures, transaction posting, or accruals). Fidelity will use
all reasonable efforts to respond and coordinate with Client to develop
temporary mitigating solutions within eight (8) hours of being notified of an
occurrence and will attempt to resolve all Priority 2 issues as soon as is
reasonably possible and, in any event, within forty-eight (48) hours of being
notified.

            (c) For purposes of this Section, "Priority 3" shall mean any
Software defect causing Client excess increased costs or labor or where there is
a minor effect on a small volume of Client's accounts or customers. Fidelity
will use all reasonable efforts to respond and coordinate with Client to develop
temporary mitigating solutions within thirty (30) days of the defect being
identified. Fidelity will include a final mitigating solution for Priority 3
defects in the next release of the Software for which the development window has
not been closed.

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      Fidelity will maintain a log of any open items defined in (a), (b) and
(c), above, and will meet with Client weekly to discuss the status of each item
and the efforts being made to resolve them. The parties shall resolve any
disputes which arise regarding Fidelity's satisfaction of its obligations under
this Section by using the process set forth in Sections 12.4 and 20 of the
Agreement.

      3.12 SERVICE REQUEST ORDERS. After receiving a Service Request Order
("SRO") from Client, Fidelity will use all reasonable efforts to respond with a
high-level estimate of the level of effort and cost of the project described in
the SRO within two (2) weeks after receiving the SRO. If Fidelity determines
that the requested project is large in scope, Fidelity will scope the project
using a Statement of Work (as set forth in Exhibit L) and define the cost
associated with the development project requested by Client. During the initial
Term (i.e., until May 31, 2010), Client shall pay Fidelity at the rate of
$1,500.00 per day to scope the requested development project. The development
projects described in Exhibits B-l and B-4 will be defined using this process.
If Client agrees in writing to have Fidelity proceed with any project described
in a Scope Document prepared by Fidelity, the costs incurred by Client for the
development of the Scope Document will be credited against the actual
development and/or delivery cost for the project. After execution of an
amendment to this Agreement documenting the particulars of the project, the
credits to Client will be applied to amounts payable to Fidelity for the project
as such amounts are invoiced to Client. After the end of the initial Term, the
fee for scope development shall be Fidelity's then-current fee. If the SRO is a
request for core application development, Fidelity will evaluate the project,
but reserves the right to refuse the project if it is not in line with
Fidelity's product strategy. If the SRO is a request for custom development,
Client may use Resident Staff or Dedicated Resources to develop a response to
the SRO. The use of the Resident Staff or Dedicated Resources in this way may
have a negative impact on Fidelity's ability to perform its obligations under
this Agreement. In this case, Fidelity will so notify Client and the parties
will use all reasonable efforts to reach mutual agreement on the fulfillment of
the SRO.

4.    DATA PROCESSING PREMISES AND SECURITY.

      4.1 DATA PROCESSING PREMISES. Client agrees to provide Fidelity with
adequate premises, in good repair, to perform its responsibilities under this
Agreement. Such premises shall be referred to herein as the "Data Center".
Without limiting the generality of the foregoing, Client agrees to supply water,
sewer, heat, lights, telephone lines and equipment, air conditioning,
electricity (including, if desired by Client, an uninterruptible power system,
battery backup and backup generator capacity), janitorial services, office
equipment and furniture, and parking spaces for Fidelity employees under the
same conditions provided to employees of Client. Fidelity is not responsible to
Client for any injury or damage to tangible personal property or persons which
occurs in or around the Data Center unless caused by Fidelity's negligence or
willful misconduct of Fidelity. Client will provide telephone instruments and
telephone service for Fidelity to communicate with the employees of Client, and
as may be reasonably required by Fidelity to operate the Data Center.

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      4.2 SECURITY STANDARDS. Fidelity has implemented and shall maintain
appropriate administrative, technical and physical safeguards with respect to
Client's Proprietary Information. Further, Fidelity will adhere to such
additional security measures with respect to Client's customer information as
may reasonably be imposed by Client. If implementation and/or adherence to such
additional security measures increases Fidelity's costs of operation, Client and
Fidelity will discuss and mutually agree upon an appropriate reimbursement for
Fidelity.

5.    SOFTWARE.

Only at the end of the initial Term specified in Section 2 above (i.e., May 31,
2010), and subject to the conditions listed below, Client shall have the right
to acquire a perpetual license to use the Fidelity proprietary application
systems listed under the heading "Base Processing Software" and the interfaces
listed under the heading "Construction and/or Maintenance of the Following Third
Party Interfaces" in Exhibit A (collectively, the "Base Processing Software")
for{****} If Client's asset size (excluding investments) as of May 31, 2010 is
greater than $7 billion, the license fee payable by Client hereunder shall be
computed based on Fidelity's then-current license fees for an institution with a
similar asset size {****}

The maintenance fees for the Base Processing Software shall be Fidelity's
then-current maintenance fees. Client shall exercise the right granted hereunder
by delivering a written notice to Fidelity. {****} The granting of such license
is conditioned upon the following: execution by both parties of Fidelity's
then-current license and maintenance agreement for the Base Processing Software;
Client's payment of the license fees described above; Client's payment of the
maintenance fee described above; and, Fidelity not having terminated this
Agreement for Client's default. If the Term of the Agreement is extended
pursuant to Section 2, Client may not invoke this clause during the Extended
Term.

      Client's license to use the Fidelity proprietary application systems
listed in Exhibit A under the heading "Additional Licensed Software" (the
"Additional Licensed Software") shall be perpetual and shall become effective
upon execution of this Agreement. The granting of this license for the
Additional Licensed Software is subject to the license terms and conditions set
forth in Exhibit I to this Agreement. Upon expiration or early termination of
this Agreement by Client, Client's license to use the Additional Licensed
Software shall continue in full force and effect without payment of additional
license fees provided that a current maintenance agreement is entered into by
Client and that this Agreement has not been terminated by Fidelity for Client's
breach.

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      The Base Processing Software and the Additional Licensed Software shall be
referred to collectively as the "Software" in this Agreement.

      5.1 ADDITIONAL LICENSED PROGRAMS. The license contemplated by this Section
5 shall also apply to all Fidelity-developed program modifications or
enhancements installed for Client's benefit pursuant to this Agreement. Fidelity
will furnish Client, upon request, a current list of all Software developed and
made generally available by Fidelity. Fidelity will give Client 180 days' notice
prior to eliminating updates for a particular system version of any
Fidelity-developed program.

      5.2 USER MANUALS. Prior to the installation of any item of Software,
Fidelity will deliver to Client one copy of the applicable User Manuals on CD
ROM, and thereafter, one copy of standard updates thereto. Client is responsible
for the initial personalization and for the maintenance, reproduction and
distribution of User Manuals which maintenance, reproduction and distribution
Fidelity expressly authorizes hereunder; provided, however, that Fidelity hereby
consents to the reproduction of User Manuals by Client solely for the internal
use of Client in accordance with this Agreement. Client shall retain all
Fidelity proprietary notices in any copies that Client makes. Client may order
additional CD's at Fidelity's then-current fees.

      5.3 CLIENT-PROVIDED SOFTWARE. Fidelity will use all software acquired by
Client from third parties or developed by Client ("Client-Provided Software")
without the assistance of Fidelity exclusively to process Client's data.
Additional use of such Client-Provided Software by Fidelity shall require the
written approval of Client. Fidelity reserves the right to review and/or test
such Client-Provided Software, in advance of processing, to assure compatibility
with Fidelity equipment and consistency with Fidelity's processing techniques.
Fidelity makes no warranties regarding the compatibility of the Client-Provided
Software acquired by Client or any Client software with Fidelity's equipment or
with Fidelity's processing techniques. At Client's expense, Client shall provide
Internet access for the Resident Staff and any non-Fidelity standard PC software
licenses that Fidelity personnel are required to use in order to provide the
Services to Client. The "Resident Staff (as the term is defined below) will
provide operational Services (excluding support and maintenance) with respect to
such Client-Provided Software. Client shall have the right to purchase
maintenance contracts for such Client-Provided Software in its discretion.
Client represents and warrants to Fidelity that Client has the right to furnish
the Client-Provided Software, documentation and other materials furnished to be
used by Fidelity here under are free of all liens, claims, encumbrances and
other restrictions. Client will indemnify Fidelity and hold Fidelity harmless
from any loss, claim, damage or expense, including reasonable attorneys' fees,
resulting from any action brought or claim made by any third party claiming
superior title or right to protection of proprietary information in respect of
any Client-Provided Software.

      5.4 INSTALLATION OF NEW SYSTEMS AND SUBSYSTEMS. Fidelity will install
regulatory changes, updates, new systems and subsystems using the Resident
Staff. Fidelity will present to Client the features of and estimated hours
required to install such systems or subsystems.

                                       8
<PAGE>

      5.5 MODIFICATIONS REQUESTED BY CLIENT. If requested by Client, Fidelity
agrees to modify the Fidelity-developed programs installed for Client by
Fidelity. Resident Staff will implement such Client-authorized modifications.

      5.6 REGULATORY REPORTING REQUIREMENTS. During the Term, for no additional
fee, Fidelity agrees to modify those Fidelity-developed programs installed for
Client so that such programs will comply with the mandatory data processing
output requirements specified by federal regulatory authorities applicable to
assist Client in achieving compliance. Resident Staff will provide program
modifications necessary to meet state and local regulatory requirements at
Client's request. Client acknowledges and agrees that certain state or local
regulatory changes may require modifications to the Base Processing Software
that cannot be made by Resident Staff. In these situations, the SRO procedures
described above will be utilized to determine the scope of work required to make
such modifications. By mutual agreement of the parties, Dedicated Resources may
be used to make the modifications or Client will fund such modifications. Client
agrees to make Fidelity aware of any local or state regulatory requirements not
included in the requirements established by federal regulatory authorities.

6.    EDUCATION.

      During the initial Term of this Agreement (i.e., until May 31, 2005),
Fidelity will provide training to Client on new releases of the Software using a
remote electronic training method up to five (5) times for each full release of
the Base Processing Software; provided, however, that Client must use the
training for any particular release no later than ninety (90) days after general
availability of such release. Fidelity will make available to Client personnel,
its standard application software training courses, which are generally held in
Maitland, Florida. Client personnel may attend such courses, and any other
standard courses generally offered by Fidelity to its other customers, upon
payment of Fidelity's then-current published course fee (except as set forth in
Section 1.1 (d) of Exhibit C), subject to normal space availability requirements
and compliance with Fidelity's standard registration and enrollment deadlines
and procedures. Client will pay all travel and lodging expenses of its personnel
while attending Fidelity courses.

 7.      STAFFING; COMPUTER USE.

         7.1 RESIDENT TECHNICAL STAFF. Fidelity will provide the staffing level
of technical and analyst personnel set forth in Section 5 of Exhibit C (the
"Resident Staff"). Client and Fidelity will mutually agree on the Resident
Staff. Subject to a reasonable time for replacements in the event of
resignations or terminations, Fidelity will maintain such staffing levels
throughout the Term. If Resident Staff is reduced for any period over 60 days,
the monthly fee will be reduced on a per diem basis. Duties of the Resident
Staff shall consist of installing the Software listed in Exhibit A, installing
program updates, installing new systems and subsystems, programming resulting
from regulatory changes, user interface, communication and customer service,
systems programming, attending education classes, Client meetings and research
meetings. Client-requested program modifications and general programming duties
will be provided by either Dedicated Resources or non-resident Fidelity
personnel, at Fidelity's then-current rates, if the Resident Staff is unable to
perform such duties.

                                       9
<PAGE>

            (a) Project Control - The Resident Staff will monitor any
Client-requested projects, and Fidelity will provide Client with status updates
on at least a twice a month basis.

            (b) Priorities - Client shall have the right to establish all
programming and project priorities for the Resident Staff. However, changes in
priorities which require reassignment of the Resident Staff to other
responsibilities may result in an increase of the time required by Fidelity to
complete certain tasks hereunder.

            (c) Resource Change Procedure - At Client's written request,
Fidelity will increase (when and as resources are available) or decrease the
Resident Staff, in accordance with the procedures described in Section 5 of
Exhibit C.

            (d) Temporary Non-Resident Personnel - If Client does not wish to
re-order priorities to permit the Resident Staff to perform additional services,
or to direct Fidelity to increase the Resident Staff, Client may request
Fidelity to provide additional non-resident personnel on a temporary basis and
Fidelity will provide such non-resident personnel on an as-available basis.
Fidelity will promptly respond with a quotation for such non-resident personnel
in accordance with Section 6 of Exhibit C. If Client wishes to utilize the
Fidelity personnel services quoted, Client will notify Fidelity in writing,
authorizing Fidelity to provide such services.

      7.2 SPECIAL EQUIPMENT USE. Client may use any Fidelity equipment which is
available in the Data Center, without additional charge, for the exclusive
purpose of performing non-repetitive services or for use by Client with regard
to audit or other customary and routine audit examination functions, provided
that the use of Fidelity's equipment does not materially interfere with
Fidelity's responsibilities under this Agreement. If any overtime will be
incurred by computer operators in connection with any such use of Fidelity's
equipment, Fidelity will notify Client in advance and the parties will mutually
agree on how any such overtime charges will be paid.

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

      8.1 Neither party shall be held liable for any delay or failure in
performance of all or a portion of the Services of any part of this Agreement
from any cause beyond its reasonable control and without its fault or
negligence, including, but not limited to, acts of God, acts of civil or
military authority, government regulations, government agencies, delay or
failure to receive any required government approvals, embargoes, epidemics, war,
terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear
accidents, floods, power blackouts affecting facilities unusually severe weather
conditions, (the "Affected Performance"). Upon the occurrence of a condition
described in this Section 8.1, the party whose performance is affected shall
give written notice to the other party describing the Affected Performance, and
the parties shall promptly confer, in good faith, to agree upon equitable,
reasonable action to minimize the impact, on both parties, of such condition,
including, without limitation, implementing the disaster recovery services. The
parties agree that the party whose performance is affected shall use
commercially reasonable efforts to minimize the delay caused by the force
majeure events and recommence the Affected Performance. In the event the delay
caused by the force majeure

                                       10
<PAGE>

event lasts for a period of more than 30 days, the parties shall negotiate an
equitable modification to this Agreement with respect to the Affected
Performance. If the parties are unable to agree upon an equitable modification
within 15 days after such 30-day period has expired, then either party shall be
entitled to serve 30 days' notice of termination on the other party with respect
to only such Affected Performance. If the Affected Performance is continuing
upon the expiration of such 30-day notice period the portion of this Agreement
relating to the Affected Performance shall automatically terminate. The
remaining portion of the Agreement that does not involve the Affected
Performance shall continue in full force and effect. In such event Fidelity
shall be entitled to be paid for that portion of the Affected Performance for
which it has completed or is in the process of completing through the
termination date.

      8.2 The parties agree that timely and accurate submission of input and
output is essential to satisfactory performance under this Agreement. Fidelity's
time of performance shall be enlarged and its failure to perform shall be
excused, if and to the extent reasonably necessary, in the event that: (a)
Client fails to submit input data in the prescribed form or in accordance with
the schedules set forth in Exhibit D, (b) an act of God, malfunction of any
equipment or other cause beyond the control of Fidelity prevents timely data
processing hereunder, (c) special requests by Client or any governmental agency
authorized to regulate or supervise Client impact Fidelity's normal processing
schedule; or (d) if Client fails to provide any equipment, software, premises or
performance required of it under this Agreement and the same is necessary for
Fidelity's performance hereunder (each hereinafter a "Performance Delay Event").
If there is a Performance Delay Event, Fidelity will promptly notify Client of
the estimated impact of the Performance Delay Event on its processing schedule,
if any.

      8.3 In the event of an error in processing Client's data, Fidelity
promptly will correct it. Fidelity shall correct any errors without charge to
Client unless the error was caused by the intentional act or gross negligence of
Client. Client carefully will review and inspect all reports prepared by
Fidelity, to balance promptly to the appropriate control totals and within a
reasonable time after any error or out-of-balance control totals should be
detectable. Client agrees to promptly notify Fidelity of any erroneous
processing. If Client fails to so notify Fidelity, Client shall be deemed to
have waived its rights in respect of such error and to have assumed all risks in
respect thereof.

9.    TERMINATION.

      9.1 TERMINATION. This Agreement, except as otherwise provided in Section
9, will continue in effect until the Expiration Date. This Agreement, including
all Exhibits, may be terminated by the permitted party giving written notice to
the other party in accordance with Section 25 and the applicable provisions of
this Section.

      9.2 TERMINATION FOR CONVENIENCE BY CLIENT. At any point after May 31,
2006, Client may terminate this Agreement, in its sole and absolute discretion,
for convenience in accordance with the terms and conditions of this Section 9.2
(hereinafter, a "Termination for Convenience"). In order to exercise its right
of Termination for Convenience, Client shall: (i) give written notice to
Fidelity which shall specify an effective date of the Termination for
Convenience (the "Termination for Convenience Date"), which shall not be earlier
than January

                                       11
<PAGE>

1, 2007 and not later than three hundred and sixty-five (365) days after the
date that Fidelity receives the notice, (ii) not be in material breach of this
Agreement at the time it gives the Termination for Convenience notice, (iii) pay
the "Buyout Amount" (as defined below) to Fidelity no later than thirty (30)
days prior to the Termination for Convenience Date; and (iv) continue to pay
Fidelity all amounts due under this Agreement from the date of its Termination
for Convenience notice through and including the Termination for Convenience
Date.

{****}

      Fidelity shall accept the Buyout Amount as the full and final amount due
from Client for the remainder of the initial Term, and provided that Client has
made all payments for Services to Fidelity up to and including the Termination
for Convenience Date, Client shall have no additional financial obligation to
Fidelity above and beyond the Buyout Amount.{****}

      If the Term of the Agreement is extended pursuant to Section 2, Client may
not invoke this clause during any Extended Term.

      9.3 TERMINATION UPON FIDELITY'S MATERIAL BREACH. Client's right to
terminate this Agreement in accordance with this Section 9.3 shall be separate
from and in addition to Client's right to terminate this Agreement as defined
and set forth in Section 9.2. If there is a material breach by Fidelity of any
provision of this Agreement, Client shall give Fidelity written notice, and:

          (a) If such breach is for Fidelity's breach of its confidentiality
obligations under Section 19, which, in the reasonable judgment of Client,
materially and adversely affects Client, Fidelity shall cure the breach within
15 days after such notice. If Fidelity does not cure such breach by such date,
or is not working diligently in good faith to cure such breach in cases where a
breach cannot reasonably be expected to be cured within 15 days, Client may, at
its sole option, elect to terminate this Agreement by giving written notice of
such election to Fidelity (the "Client Termination Election Date").{****}

                                       12
<PAGE>
Client shall have no additional financial obligation to Fidelity after
the Termination Election Date provided that Client has made all payments to
Fidelity for Services provided by Fidelity up to and including the Client
Termination Election Date.

            (b) If such breach is for any other failure by Fidelity to perform
in accordance with this Agreement which, in the reasonable judgment of Client,
materially and adversely affects Client, Fidelity shall cure such breach within
60 days after the date of such notice. If Fidelity does not cure such breach
within such period, or is not working diligently in good faith to cure such
breach in cases where a breach cannot reasonably be expected to be cured within
90 days, then Client may, at its sole option, elect to terminate this Agreement
by giving written notice of such election to Fidelity which date shall
constitute the Client Termination Election Date.{****}

            (c) During the initial Term only, Client shall also have the right
to terminate this Agreement if Fidelity does not either completely resolve all
of the outstanding issues identified on Exhibit B-2 on or before December 31,
2005 or if Fidelity does not completely resolve all of the outstanding issues on
Exhibit B-3 on or before March 31, 2006 (a "Termination For Nonperformance"). In
order to exercise its right of Termination For Nonperformance, Client shall give
written notice to Fidelity which shall specify an effective date of the
Termination For Nonperformance (the "Nonperformance Termination Date"), which
shall not be less than one hundred eighty (180) days and not more than three
hundred and sixty-five (365) days after the date that Fidelity receives the
notice. Client's right to terminate this Agreement is Client's sole and
exclusive remedy in the case of a Termination for Nonperformance. Client shall
continue to pay Fidelity all amounts due under this Agreement from the date of
its Termination For Nonperformance notice through and including the
Nonperformance Termination Date. Provided that Client makes such payments,
Client shall have no additional financial obligation to Fidelity after the
Nonperformance Termination Date. In the event of a Termination For
Nonperformance, however, Client will pay Deconversion Fees.

            {****}
            (e) The failure of Client to exercise any right to elect to
terminate this Agreement shall not constitute a waiver of the rights granted
herein with respect to any subsequent default.

      9.4   TERMINATION UPON CLIENT'S MATERIAL BREACH. In the event of the
material breach by Client of any provision of this Agreement, Fidelity shall
give Client written notice, and:

                                       13
<PAGE>

            (a) If such breach is for Client's breach of its confidentiality
obligations under Section 19 which, in the reasonable judgment of Fidelity,
materially and adversely affects Fidelity, Client shall cure the breach within
15 days after such notice. If Client does not cure such breach by such date, or
is not working diligently in good faith to cure such breach in cases where a
breach cannot reasonably be expected to be cured within 15 days, Fidelity may,
at its sole option, elect to terminate this Agreement by giving written notice
of such election to Client (the "Fidelity Termination Election Date"). In such
case, within 30 days after the Fidelity Termination Election Date, Client shall
pay Fidelity's direct out-of-pocket damages, actually incurred.

            (b) If such breach is for Client's non-payment of amounts due under
this Agreement, Client shall cure the breach within 30 days after such notice.
If Client does not cure such breach by such date, Fidelity may, at its sole
option, elect to terminate this Agreement by giving written notice of such
election to Client, which shall constitute the Fidelity Termination Election
Date. In such case, within 30 days after the Fidelity Termination Election Date,
Client shall pay Fidelity the Fidelity Damages (as such term is defined below).
Client's payment of or agreement to pay interest on any amount past due shall in
no way limit or prohibit Fidelity's right to terminate this Agreement in
accordance with this Section.

            (c) If such breach is for any other failure by Client to perform in
accordance with this Agreement which, in the reasonable judgment of Fidelity,
materially and adversely affects Fidelity, Fidelity may give notice of the
breach and Client shall cure such breach within 90 days after the date of such
notice. If Client does not cure such breach within such period or is not working
diligently in good faith to cure such breach in cases where a breach cannot
reasonably be expected to be cured within 90 days, then Fidelity may, at its
sole option, elect to terminate this Agreement by giving written notice of such
election to Client which date shall constitute the Fidelity Termination Election
Date. In such case, within 30 days after the Fidelity Termination Election Date,
Client shall pay Fidelity the Fidelity Damages (as such term is defined below).

{****}
<PAGE>

(iii) an amount equal to reasonable travel expenses, relocation and severance
expenses (in accordance with Fidelity's then-current policy), and incentive
payments, including, without limitation, stay bonuses (if any), (iv) the then
net book value of all software and hardware acquired by Fidelity on Client's
behalf during the Term, and (v) an amount equal to any other shut-down expenses,
including, without limitation, relating to canceling leases, licenses, and
subcontractors (collectively, the "Fidelity Damages").

          (e) The failure of Fidelity to exercise any right to elect to
terminate this Agreement shall not constitute a waiver of the rights granted
herein with respect to any subsequent default.

      9.5 DATA, SYSTEMS AND PROGRAMS. If this Agreement expires, or if Client
terminates by virtue of Fidelity's default, upon Client's request, Fidelity
agrees to provide to Client copies of Client's data files, records and programs
on magnetic media. Client's continued use of any Software shall be subject to
the license terms set forth in Exhibit I.

      9.6 DECONVERSION FEES AND CHARGES. Except in the case of a Termination for
Convenience by Client as described in Section 9.2 or in the case of Fidelity's
material breach of this Agreement as described in Section 9.3, Client shall also
pay reasonable deconversion fees described below to Fidelity at the Expiration
Date or earlier termination of this Agreement in accordance with this Section 9.
"Deconversion Fees" {****} The Deconversion Fees include, without limitation,
relocation expenses for Resident Staff consistent with Fidelity's then-existing
policy, travel and severance expense; incentive payments (stay bonuses) to
provide for continued services of Fidelity employees through the Expiration Date
or Early Termination Date; an amount equal to any remaining book value of any
equipment and unamortized software used to provide the Services; and, any
expenses incurred in canceling leases, licenses, subcontractor or similar
agreements. Fidelity shall use its reasonable best efforts to minimize the
Deconversion Fees. Client shall pay only Deconversion Fees actually incurred by
Fidelity and only to the extent that Fidelity has not redeployed given
resources.

10.   TRANSITIONAL COOPERATION.

      After notice of termination and prior to the Termination Date, or for six
months prior to the Expiration Date, Fidelity agrees that:

{****}
      10.2 TRANSITION. Provided that Fidelity has not terminated this Agreement
for a Client default, Fidelity will give its cooperation and support to Client
to transition to whatever method of computer processing Client may select.
Assistance in addition to the Resident Staff shall be provided at Fidelity's
then-current rates for such additional resources, and when and if such resources
are available.

                                       15
<PAGE>

      10.3 EQUIPMENT. If Client wishes to utilize equipment owned or leased by
Fidelity and installed in the Data Center after the termination or expiration of
the Agreement, Fidelity will not withdraw any such equipment without first
offering to Client, on a right of first refusal basis, the right to purchase, or
sublease such equipment. With respect to equipment leased by Fidelity, Fidelity
will allow (if and to the extent permitted by the underlying lease) Client to
sublease such equipment from Fidelity on the exact terms, conditions and costs
of the lease then in effect. In addition, upon the termination or expiration of
this Agreement, as the case may be, Client may purchase all but not less than
all of the equipment owned by Fidelity and used in the Data Center, at a price
equal to the sum of such equipment's net book value or market value, whichever
is greater. Such equipment will not be depreciated over more than a five-year
period. The initial equipment configuration is shown in Exhibit H. Such offer
will be made by Fidelity at least 90 days, and be accepted or rejected by Client
at least 60 days, prior to the termination or expiration of this Agreement.
Client may, at its option, negotiate directly with any of the owners of any
leased equipment, to establish its direct contractual relationship for any such
equipment, and Client agrees to act promptly in this regard. Fidelity
acknowledges and agrees that if Client has paid in full the purchase price for
any hardware as of the expiration or earlier termination of this Agreement, then
Client will be the owner of such Client-purchased hardware and will not be
required to make any payment to Fidelity for such hardware.

      10.4 ADDITIONAL SUPPORT. Client shall have the option, exercisable within
90 days of delivery of a termination notice by either party, to request up to 90
days of additional technical support from Fidelity subsequent to the applicable
termination date. Client will pay for such support at Fidelity's then-current
hourly rates.

11.   BACKUP, STORAGE, FILES AND PROGRAMS.

      11.1 FILES AND PROGRAMS. Fidelity agrees to provide and maintain adequate
backup files on magnetic media of Client data and all programs utilized to
process Client's data.

      11.2 STORAGE. Client agrees to provide off-site storage for backup data
files and programs. Client agrees to pick up the backup data files and programs
from the Data Center, deliver them to its off-site storage location, store them,
and return them to the Data Center pursuant to mutually agreed upon procedures
and schedules. Fidelity shall provide Client with a quarterly listing of the
names of data files and programs for verification of the items in storage.
Client is solely responsible for the physical security of such files and
programs while not in Fidelity's possession. Fidelity further agrees to assist
Client in developing a written retention schedule for backup data files and
programs.

      11.3 DISASTER RECOVERY. At Client's request, Fidelity will provide
disaster recovery services to Client in accordance with terms and conditions
mutually agreed upon. The addition of disaster recovery services will be
addressed in an amendment to this Agreement.

12.   EFFECTIVE PLANNING AND COMMUNICATION.

      12.1 STEERING COMMITTEE. Fidelity and Client agree that effective planning
and communication are necessary to provide overall direction for Client's data
processing, and that

                                       16
<PAGE>

each will work to promote a free and open exchange of information among Fidelity
personnel, Client senior and executive management and Client user departments.
Members of Fidelity's Data Center management team and the Resident Staff may
participate actively with Client's management and users in making and
implementing day-to-day plans for Client's data processing. In addition, a joint
information technology planning committee will be established to facilitate such
planning and to encourage a periodic review of priorities and long-term
objectives. Fidelity's Account Manager shall be a non-voting member of such
committee. In addition, if requested by Client, Fidelity's Account Manager will
serve as chairman of the information technology planning committee, and will
solicit input from the other members for appropriate agenda items. Fidelity will
maintain and distribute copies of minutes of meetings of the information
technology planning committee. Client personnel who shall be members of such
committee shall include such senior management personnel as Client deems
appropriate from time to time. The information technology planning committee
shall meet regularly (initially, once per month). Nothing herein is to be
construed to prevent or preclude the Client from meeting to address routine
operating issues which may not be part of the agenda for the planning committee.

      12.2 AUDIT CONFERENCE. Fidelity will cooperate fully with Client or its
designee in connection with Client's audit functions or with regard to
examinations by regulatory authorities as such audit or examination relates to
the Services. Client acknowledges that Fidelity is not responsible for providing
audit services or for auditing Client's records or data. Following any such
audit or examination, Client will conduct (in the case of an internal audit), or
instruct its external auditors or examiners to conduct an exit conference with
Fidelity and, at such time, and as soon as available thereafter, to provide
Fidelity with a copy of the applicable portions of each report regarding
Fidelity or Fidelity's Services (whether draft or final) prepared as a result of
such audit or examination. Client also agrees to provide and to instruct its
external auditors to provide Fidelity, a copy of the portions of each written
report containing comments concerning Fidelity or the Services performed by
Fidelity pursuant to this Agreement. Client agrees that any audit or examination
shall be conducted in a manner which does not unreasonably delay, disrupt or
interfere with Fidelity's delivery of the Services to Client or the delivery by
Fidelity of services to its other customers. Furthermore, Client shall reimburse
any reasonable costs incurred by Fidelity as a result of Fidelity's cooperation
with Client's auditors or examiners, and Fidelity shall notify Client as soon as
reasonably possible if Fidelity anticipates incurring any additional costs due
to cooperation with auditors or examiners.

      12.3 RELATIONSHIP MANAGEMENT. In furtherance of the relationship
established by this Agreement and the objectives of this Section 12, the parties
shall each appoint one or more relationship managers (each a "Manager") to
oversee and supervise their relationship under this Agreement. The parties may
change the person appointed as their Manager(s) at any time, upon written notice
to the other party. Fidelity appoints the On-Site Account Manager and Director
of Outsourcing - East as its Managers and Client appoints its Edward F.
Jankowski, Director of Technology and Operations, as its Manager. The Managers
will speak on a regular and frequent basis. The Managers will, during the first
year of the Term, meet at Client's facilities on at least a monthly basis and,
during the remainder of the Term, meet at Client's facilities no less than once
every quarter, unless the Managers for both parties agree a meeting is not
necessary. The purpose of conversations and meetings will be to discuss and
identify any potential sources of

                                       17
<PAGE>

misunderstanding that may have arisen with respect to this Agreement and the
relationship between the parties.

      In the event that any problems are identified, the Managers will attempt
to resolve any issues together. At such time as both Managers agree that a
problem has not been resolved and may lead to a dispute, the Managers will
advise their respective managements and arrange a meeting between appropriate
representatives of each party for the purpose of attempting to resolve the
issue. If any such informal attempts to resolve the dispute prove to be
unsuccessful, the parties may resort to the formal Dispute Resolution Procedure
set forth below in the Section 12.4 of this Agreement.

      Once any problem has been resolved, the Managers will prepare a joint
written report and submit the report to their Management with a clear
explanation of the problem, as well as the resolution.

      12.4 FORMAL DISPUTE RESOLUTION PROCEDURES. In the event a formal dispute
arises between Fidelity and Client with respect to the terms and conditions of
this Agreement, or any subject matter governed by this Agreement, other than
disputes regarding a party's compliance with the provisions of Section 19, the
parties shall, prior to terminating this Agreement, attempt in good faith to
resolve any such dispute as set forth in this Section.

            (a) CLAIMS PROCEDURES. If any party shall have any dispute with
respect to the terms and conditions of this Agreement, or any subject matter
referred to in or governed by this Agreement, that party through its Manager
shall provide written notification to the Manager of other party in the form of
a claim identifying the issue or amount disputed and including a detailed reason
for the claim. The party against whom the claim is made shall respond, in
writing, to the claim within 14 days from the date of receipt of the claim
document. The party filing the claim shall have an additional 14 days after the
receipt of the response to either accept the resolution offered by the other
party or may, at its option and its sole and absolute discretion, choose to
request implementation of the procedures set forth below (the "Escalation
Procedures").

            (b) ESCALATION PROCEDURES. If the negotiations conducted pursuant to
the Claims Procedures set forth above do not lead to resolution of the
underlying dispute or claim to the satisfaction of the party that made the
claim, then that party may, at its option and in its sole and absolute
discretion, notify the other in writing that it desires to elevate the dispute
or claim to a higher level of authority within Fidelity's organization and
within Client's organization for resolution. Upon receipt by the other party of
such written notice, the dispute or claim shall be so elevated and such higher
level authorities shall negotiate in good faith and each use their reasonable
best efforts to resolve the dispute or claim. The location, format, frequency,
duration and conclusion of these elevated discussions shall be left to the
discretion of the representatives involved. Upon agreement, the representatives
may utilize other alternative dispute resolution procedures to assist in the
negotiations. Discussions and correspondence among the representatives for
purposes of these negotiations shall be treated as confidential information
developed for purposes of settlement which shall not be admissible in any
subsequent proceedings between the parties. Documents identified in or provided
with such

                                       18
<PAGE>

communications, which are not prepared for purposes of the negotiations may, if
otherwise admissible, be admitted in evidence in such subsequent proceeding.

      12.5 STRATEGIC PLANNING MEETINGS. Fidelity and Client executive management
shall meet once a year at a mutually agreed upon time and at a mutually agreed
upon location to discuss strategic initiatives being undertaken by each party.

13.   INTELLECTUAL PROPERTY RIGHTS.

      13.1 OWNERSHIP OF CLIENT SOFTWARE. As of the Effective Date, and at all
times thereafter, Client (or Client's suppliers, as the case may be) shall be
the sole and exclusive owner of all rights, title, and interest in and to the
Client-Provided Software, including, without limitation, all intellectual
property and other rights with respect to the Client-Provided Software.

      13.2 OWNERSHIP OF FIDELITY SOFTWARE. As of the Effective Date, and at all
times hereafter, Fidelity shall be the sole and exclusive owner of all right,
title, and interest in and to the Software, including, without limitation, all
intellectual property and other rights with respect to the Software and the
accompanying User Manuals and documentation. The parties acknowledge that this
Agreement in no way limits or restricts Fidelity and Fidelity's affiliates from
developing or marketing on their own or for any third party in the United States
or any other country the Software, as from time to time constituted (including,
but not limited to, any modification, enhancement, interface, upgrade, change
and all software, source code, blueprints, diagrams, flow charts,
specifications, functional descriptions or training materials relating thereto)
without payment of any compensation to Client, or any notice to Client.

      13.3 MODIFICATIONS TO FIDELITY SOFTWARE. Any writing or work of
authorship, regardless of medium, created or developed by Fidelity, Client, or
any third party in the course of performing the Services under this Agreement
and relating to the Software or any Fidelity- provided third party software,
including, but not limited to, any software, source code, blueprints, diagrams,
flow charts, specifications or functional descriptions, and any modifications,
enhancements, and interfaces (individually an "Fidelity Work") shall not be
deemed a "work for hire", but shall be owned solely and exclusively by Fidelity
(except that no such writing or work of authorship relating to the
Fidelity-provided third party software shall be an Fidelity Work if the license
agreement governing the Fidelity-provided third party software prohibits the
granting of such right). To the extent any Fidelity Work for any reason is
determined not to be owned by Fidelity, Client hereby irrevocably assigns,
transfers and conveys to Fidelity all of Client's right, title, and interest in
such Fidelity Work, including, but not limited to, all rights of patent,
copyright, trade secret, know-how, and or other proprietary and associated
rights in such Fidelity Work. Client shall execute such documents and take such
other actions as Fidelity may reasonably request to perfect Fidelity's ownership
of any such Fidelity Work. Client agrees and acknowledges that Fidelity and
Fidelity's affiliates shall have the right to undertake parallel efforts to
develop, market and make available for itself or any third party, without the
consent of or compensation to Client, any interfaces, modifications, upgrades,
enhancements or changes to the Software or any Fidelity-provided third party
software without regard to whether such interfaces, modifications, upgrades,
enhancements or changes may be the

                                       19
<PAGE>

same as, substantially similar to, or different from Fidelity Work, as long as
such efforts are performed in accordance with Fidelity's obligations to Client
under Section 19 hereof.

14.   PAYMENT AND BILLING.

      14.1 Client agrees to pay Fidelity for the Services as set forth in this
Agreement, promptly upon receipt of invoices prepared and delivered to Client.
All processing fees shall be payable on the first day of each month, for
Services to be rendered during that month. Any pass- through costs or fees shall
be reflected in the next monthly invoice. Laser printer usage fees, for the
Fidelity printers in place on the Effective Date will be the responsibility of
Fidelity. Laser printer usage fees for any new printers implemented after the
Effective Date will be mutually agreed upon by the parties and memorialized in
an amendment to this Agreement.

      14.2 Any amount not received by the later of the 30th day after Client's
receipt of an invoice or the date payment is due, shall be subject to interest
on the balance overdue at a rate equal to the lesser of: (i) the prime rate plus
2% per annum as announced from time to time by the Bank of America
(Jacksonville, Florida main office) or its successor or (ii) 12%, in each case,
for the number of days from the payment due date up to and including the date
payment is actually made by Client (calculated on the basis of the actual days
in the applicable calendar year).

      14.3 Should Client dispute in good faith all or any portion of the amount
due on any invoice or require any adjustment to an invoiced amount, Client shall
notify Fidelity in writing, prior to the due date of that invoice, of the nature
and basis of the dispute and/or adjustment as soon as possible. The parties each
shall use reasonable best efforts to resolve the dispute prior to the payment
due date. If the parties, however, are unable to resolve the dispute prior to
the payment due date, Client shall nevertheless pay any undisputed amounts to
Fidelity by the due date.

15.   No INTERFERENCE WITH CONTRACTUAL RELATIONSHIP.

      Client warrants that, as of the Effective Date, it is not subject to any
contractual obligation that would prevent Client from entering into this
Agreement, and that Fidelity's offer to provide the Services in no way caused or
induced Client to breach any contractual obligation.

16.   NO WAIVER OF DEFAULT.

      The failure of either party to exercise any right under this Agreement
shall not constitute a waiver of the rights granted herein to that party.

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

      Client may incur additional charges or the Services may require adjustment
as a result of changes in Client's asset size through merger or acquisition of
an entity that is operated as a separate, wholly-owned subsidiary of the Client
and is not merged into RTC, or as a result of changes requested by Client.

                                       20
<PAGE>

      17.1 MERGER OR ACQUISITION. Upon written request by Client, Fidelity will
process additional data resulting from any merger or acquisition involving
Client; subject to Client's payment of additional fees as set forth in Section 3
of Exhibit C, and subject to mutual agreement on the fees, if any, applicable to
related conversion and testing services.

      17.2 INCREASES BASED ON CHANGES IN SERVICES. In accordance with this
Agreement, Client and Fidelity will meet regularly to assess hardware capacity
requirements, staffing requirements, increases in volume-related services,
changes in or additions to Client-Provided Software, and various requests for
additional services as Client may make from time to time. Client acknowledges
and agrees that changes in any of the above-listed items may result in Client
incurring additional costs or in a change in the Services provided by Fidelity.
Any such changes will be mutually agreed upon by Fidelity and Client prior to
any of them being implemented.

18.   ASSIGNMENT.

      Neither party hereto shall assign, subcontract, or otherwise convey or
delegate its rights or duties hereunder to any other party except as to Client
for any of Client's 50% or more owned or controlled subsidiaries, companies, or
its holding company, if any, without the prior written consent of the other
party to this Agreement, which consent shall provide that it is subject to all
the terms and conditions of this Agreement and in such case, such consent shall
not be unreasonably withheld. No such consent shall be required in the event of
a merger, consolidation, sale of substantially all of the assets, or any other
change of control of either party hereto, in which event, this Agreement shall
apply to, inure to the benefit of, and be binding upon the parties hereto and
upon their respective successors in interest.

19.   CONFIDENTIALITY.

      19.1 CONFIDENTIALITY OBLIGATION. All information disclosed by Client or
Fidelity to the other during the negotiations and the Term ("Proprietary
Information") (a) shall be deemed the property of the disclosing party, (b)
shall be used solely for the purposes of administering and otherwise
implementing the terms of this Agreement and (c) shall be protected by the
receiving party in accordance with the terms of this Section 19. "Proprietary
Information" shall also include 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 and guidelines thereunder (collectively, the "GLB
Act"), as the same may be amended from time to time, that Fidelity receives from
or at the direction of Client and that concerns any of Client's "customers"
and/or "consumers" (as defined in the GLB Act). The provisions of this Section
19 shall survive the expiration or termination of this Agreement.

      19.2 NON-DISCLOSURE COVENANT. Except as set forth in this Section, the
parties agree that they shall not disclose any Proprietary Information of the
other party, in whole or in part, including derivations, to any third party. If
the parties agree to a specific nondisclosure period for a specific document,
the disclosing party shall mark the document with that nondisclosure period.
Proprietary Information shall be held in confidence by the receiving party and
its employees, contractors, subcontractors, Affiliates, or agents and shall be
disclosed to only those

                                       21
<PAGE>

of the receiving party's employees, contractors, subcontractors, affiliates or
agents who have a need for it in connection with the administration and
implementation of this Agreement. The receiving party shall cause such
contractors, subcontractors, affiliates, or agents to execute confidentiality
agreements that contain terms which are consistent with this Section 19. Under
no circumstances shall Client disclose the Software to, or use the Software on
behalf of, a competitor of Fidelity.

      19.3 EXCEPTIONS. Proprietary Information shall not be deemed proprietary
and the receiving party shall have no obligation with respect to any such
information which:

            (a) is or becomes publicly known through no wrongful act, fault or
negligence of the receiving party;

            (b) was rightfully known by the receiving party prior to disclosure
and the receiving party was not under a duty of non-disclosure;

            (c) was disclosed to the receiving party by a third party who was
free of obligations of confidentiality to the party providing the information;

            (d) is approved for release by written authorization of the
disclosing party;

            (e) is publicly disclosed pursuant to a requirement or request of a
governmental agency or disclosure is required by operation of law; or

            (f) is furnished to a third party by the disclosing party owning the
Proprietary Information without a similar restriction on the third party's
rights.

      The parties acknowledge that without in any way lessening the proprietary
nature of a party's Proprietary Information, either party in accordance with the
terms and conditions of this Agreement shall be free at any time to develop the
same or similar Proprietary Information independently of disclosure by the
transmitting party. Notwithstanding anything to the contrary contained herein,
either party may disclose Confidential Information of the other pursuant to (1)
a requirement or official request of a governmental agency, a court or
administrative subpoena or order, or any applicable legislative or regulatory
requirement; (2) in defense of any claim or cause of action asserted against
such party or any of its affiliates, officers, directors, employees or agents;
(3) as otherwise permitted by the GLB Act; (4) as required by law or national
stock exchange rule; or (5) as otherwise permitted under the Agreement.

19.4  CONFIDENTIALITY OF THIS AGREEMENT; PROTECTIVE ARRANGEMENTS.

      (a) The parties acknowledge that this Agreement contains confidential
information that may be considered proprietary by one or both of the parties,
and agree to limit distribution of this Agreement to those individuals with a
need to know the contents of this Agreement. In no event may this Agreement be
reproduced or copies shown to any third parties (exclusive of contractors,
subcontractors and agents who have a need for it) without the prior written
consent of the other party, except as may be necessary by reason of legal,
accounting, tax

                                       22
<PAGE>

or regulatory requirements, in which event Client and Fidelity agree to exercise
reasonable diligence in limiting such disclosure to the minimum necessary under
the particular circumstances. The parties further agree to seek commercial
confidential status for this Agreement with any regulatory commission with which
this Agreement must be filed, to the extent such a designation can be secured.

            (b) In addition, each party agrees to give notice to the other
parties of any demands to disclose or provide Proprietary Information received
from the other or any third party under lawful process prior to disclosing or
furnishing Proprietary Information, and agrees to cooperate in seeking
reasonable protective arrangements requested by the other party. In addition,
any party may disclose or provide Proprietary Information of the other party
requested by a government agency having jurisdiction over the party; provided
that the party uses its reasonable best efforts to obtain protective
arrangements satisfactory to the party owning the Proprietary Information. The
party owning the Proprietary Information may not unreasonably withhold approval
of protective arrangements.

{****}

20.   GOVERNING LAW/FORUM SELECTION/ARBITRATION.

      20.1 GOVERNING LAW/FORUM SELECTION. This Agreement shall be interpreted,
construed, governed and enforced in accordance with the laws of the Commonwealth
of Massachusetts.

      20.2 ARBITRATION PROCEDURES. Any claim, controversy or dispute between the
parties with respect to the terms and conditions of this Agreement, or any
subject matter governed by this Agreement, other than disputes regarding a
party's compliance with the provisions of Section 19 (which either party may
present to a court of competent jurisdiction), that has not been resolved
through informal methods set forth in this Agreement shall be resolved through
binding arbitration of the issue in accordance with the following procedures.
The election of arbitration as the sole ultimate remedy for dispute resolution,
however, shall not limit the ability of either party to send notices of
termination or otherwise exercise their rights of termination set forth in this
Agreement.

            (a) Either party may request arbitration by giving the other
involved party written notice to such effect, which notice shall describe, in
reasonable detail, the nature of the dispute, controversy or claim. Such
arbitration shall be governed by the Commercial Arbitration Rules of the
American Arbitration Association, 1939 Rhode Island Avenue, N.W., Suite 509,
Washington, D.C. 20036 ("AAA"), as amended by this Agreement and conducted in
English.

            (b) Upon either party's request for arbitration, an arbitrator shall
be selected by mutual agreement of the parties to hear the dispute in accordance
with AAA rules. If the parties are unable to agree upon an arbitrator, then
either party may request that the AAA select

                                       23
<PAGE>

an arbitrator and such arbitrator shall hear the dispute in accordance with AAA
rules. For disputes amounting to US $1,000,000 or more, a panel of three
arbitrators shall be selected to hear the dispute. In such case, each party
shall select one arbitrator who shall be unaffiliated with such party, and the
two arbitrators shall select a third arbitrator. If the two arbitrators are
unable to agree upon a third arbitrator, the AAA will select the third
arbitrator. In the case of a three-arbitrator panel, the decision of a majority
shall control. The arbitration shall be held in such location as may be mutually
acceptable to the parties in Boston, Massachusetts.

{****}
            (d) Any award rendered pursuant to such arbitration shall be final,
conclusive and binding upon the parties, and any judgment thereon may be entered
and enforced in any court of competent jurisdiction.

21.   TAXES.

      All charges and fees to be paid by Client under this Agreement are
exclusive of any applicable withholding, sales, use, value added, excise,
services or other United States or foreign tax which may be assessed on the
provision of the Services. In the event that a withholding, sales, use, value
added, excise, value added, services or other United States or foreign tax is
assessed on the provision of any of the Services provided to Client under this
Agreement, Client will pay directly, reimburse or indemnify Fidelity for such
taxes, as well as any applicable interest, penalties and other Fidelity fees and
expenses. The parties will cooperate with each other in determining the extent
to which any tax is due and owing under the circumstances, and shall provide and
make available to each other any resale certificates, information regarding
out-of-state or country use of materials, services or sale, and other exemption
certificates or information reasonably requested by either party.

22.   INDEPENDENT CONTRACTOR.

      It is agreed that Fidelity is an independent contractor and that:

      22.1 CLIENT SUPERVISORY POWERS. Client has no power to supervise, give
directions or otherwise regulate Fidelity's operations or its employees, except
as herein provided for security of Client's data and detection of errors in
processing.

                                       24
<PAGE>

      22.2 FIDELITY'S EMPLOYEES. Persons who process Client's data are employees
or subcontractors of Fidelity and Fidelity shall be solely responsible for
payment of compensation to such personnel.

      22.3 FIDELITY AS AN AGENT. Fidelity is not an agent of Client and has no
authority to represent Client as to any matters, except as expressly authorized
herein.

23.   CLIENT AND FIDELITY EMPLOYEES.

      Except as specifically set forth in Section 10, above, during the Term
both Client and Fidelity agree not to solicit employment to any employee of the
other without the prior written consent of the other.

24.   INTENTIONALLY OMITTED.

25.   NOTICES.

      All notices, requests and demands, other than routine operational
communications under this Agreement, shall be in writing, shall be mailed, sent
by telecopier, sent via overnight delivery, or personally delivered to the other
party at the address set forth below, or such other address as subsequently
shall be given by either party to the other in writing; and shall be deemed
effective upon personal delivery to the other party or three (3) days after
mailing if mailed with sufficient postage and properly addressed. Notice of
changes of address, if any, shall be given in like manner.

If to Fidelity:           Fidelity Information Services, Inc.
                          601 South Lake Destiny Drive, Suite 300
                          Maitland, Florida 32751
                   Attn.: President, Integrated Financial Solutions

With a copy to:           Fidelity Information Services, Inc.
                          601 Riverside Avenue, 12th Floor
                          Jacksonville, Florida 32204
                   Attn.: General Counsel

If to Client:             Independent Bank Corp.
                          288 Union Street
                          Rockland, Massachusetts 02370
                   Attn.: Denis K. Sheahan
                          Chief Financial Officer

With a copy to:           Independent Bank Corp.
                          288 Union Street
                          Rockland, Massachusetts 02370
                   Attn.: Edward H. Seksay
                          General Counsel

                                       25
<PAGE>

26.   COVENANT OF GOOD FAITH.

      Fidelity and Client agree that, in their respective dealings arising out
of or related to this Agreement, they shall act fairly and in good faith.

27.   LIMITATION OF LIABILITY.

      27.1 Except as may otherwise be expressly set forth in this Agreement and
specifically excepting the indemnification set forth in section 28.2, Fidelity's
liability for any breach of any claim or cause of action whether based in
contract, tort or otherwise which arises under or is related to this Agreement
shall be limited {****} In no event shall Fidelity be liable for indirect,
special, punitive, incidental or consequential damages, including, without
limitation, loss of profits or business, of any kind whatsoever or the claims or
demands made by any third parties whether or not Fidelity has been advised of
the possibility of such damages.

      27.2 Fidelity shall have no liability, express or implied, whether arising
under contract, tort or otherwise which results directly or indirectly from the
internal operations and performance of any Client-Provided Software or hardware
or any enhancement, development or maintenance of any such Client-Provided
Software. Fidelity will continue to perform the Services, except to the extent
that the internal operations and performance of such Client- Provided Software
prevents such performance of the Services. In such event, Fidelity will use its
reasonable best efforts to implement an appropriate "work around" so as to
minimize any material adverse effect to Client.

28.   INDEMNIFICATION.

      28.1 PERSONAL INJURY AND PROPERTY DAMAGE. Each party shall indemnify,
defend and hold harmless the other and its officers, directors, employees,
affiliates (including, where applicable, Fidelity's affiliates and Client
affiliates), and agents from any and all liabilities, losses, costs, damages and
expenses (including reasonable attorneys' fees) arising from or in connection
with the damage, loss (including theft) or destruction of any real property or
tangible personal property of the indemnified party resulting from the actions
or inactions of any employee, agent or subcontractor of the indemnifying party
insofar as such damage arises out of or in the course of fulfilling its
obligations under this Agreement and to the extent such damage is due to any
negligence, breach of statutory duty, omission or default of the indemnifying
party, its employees, agents or subcontractors. The foregoing represents the
sole and exclusive remedy of each party with regard to any matter described in
this Section 28.1.

      28.2 INFRINGEMENT OF FIDELITY SOFTWARE OR FIDELITY-PROVIDED THIRD PARTY
SOFTWARE. Fidelity shall defend at its own expense, any claim or action brought
by any third party against Client or against its officers, directors, employees,
Client affiliates, and agents for actual or alleged infringement of any patent,
copyright or other intellectual property right

                                       26
<PAGE>

(including, but not limited to, misappropriation of trade secrets) based upon
the Software or Fidelity-provided third party software furnished hereunder by
Fidelity. Subject to Section 27 hereof, Fidelity further agrees to indemnify and
hold Client and the Client affiliates harmless from and against any and all
liabilities, losses, costs, damages, and expenses (including reasonable
attorneys' fees) associated with any such claim or action incurred by Client and
the Client affiliates. Fidelity shall have the sole right to conduct and control
the defense of any such claim or action and all negotiations for its settlement
or compromise, unless otherwise mutually agreed to in writing between the
parties hereto. Fidelity shall give Client, and Client shall give Fidelity, as
appropriate, prompt written notice of any written threat, warning or notice of
any such claim or action against Fidelity or Client, as appropriate, or any
other user or any supplier of components of the Software or Fidelity-provided
third party software covered hereunder, which could have an adverse impact on
Client's use of same, provided Fidelity or Client, as appropriate, knows of such
claim or action. If in any such suit so defended, all or any part of the
Software (or any component thereof) or the Fidelity-provided third party
software (or any component thereof) is held to constitute an infringement or
violation of any other party's intellectual property rights and is enjoined, or
if in respect of any claim of infringement, Fidelity deems it advisable to do
so, Fidelity shall at its sole option take one or more of the following actions
at no additional cost to Client: (a) procure the right to continue the use of
the same without material interruption for Client; (b) replace the same with
non-infringing software; (c) modify said Software or Fidelity-provided third
party software (to the extent permitted by such third party) so as to be
non-infringing; or (d) take back the infringing Software or Fidelity-provided
third party software and credit Client with an amount equal to its purchase
price less straight line depreciation for the amount of time used by Client over
a five-year depreciation time schedule. The foregoing represents the sole and
exclusive remedy of Client with regard to any of the above infringements or
alleged infringements.

      28.3 INFRINGEMENTS OF CLIENT-PROVIDED SOFTWARE. Client shall defend at its
own expense, any claim or action brought by any third party against Fidelity or
against its officers, directors, employees, Fidelity Affiliates, and agents for
actual or alleged infringement of any patent, copyright or other intellectual
property right (including, but not limited to, misappropriation of trade
secrets) based upon the Client-Provided Software furnished hereunder by Client.
Client further agrees to indemnify and hold Fidelity and Fidelity's affiliates
harmless from and against any and all liabilities, losses, costs, damages, and
expenses (including reasonable attorneys' fees) associated with any such claim
or action incurred by Fidelity and Fidelity's affiliates. Client shall have the
sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise, unless otherwise mutually agreed
to in writing between the parties hereto. Client shall give Fidelity, and
Fidelity shall give Client, as appropriate, prompt written notice of any written
threat, warning or notice of any such claim or action against Fidelity or
Client, as appropriate, or any other user or any supplier of components of
Client-Provided Software covered hereunder, which could have an adverse impact
on Fidelity's use of same, provided Fidelity or Client, as appropriate, knows of
such claim or action. If in any such suit so defended, all or any part of the
Client-Provided Software (or any component thereof) is held to constitute an
infringement or violation of any other party's intellectual property rights and
is enjoined, or if in respect of any claim of infringement, Client deems it
advisable to do so, Client shall at is sole option take one or more of the
following actions at no additional cost to Fidelity: (a) procure the right to
continue the use of the same

                                       27
<PAGE>

without material interruption for Fidelity; (b) replace the same with
non-infringing software; (c) modify said Client-Provided Software (to the extent
permitted by such third party) so as to be non-infringing; or (d) relieve
Fidelity of its obligation to use such Client-Provided Software to perform the
applicable Services hereunder. The foregoing represents the sole and exclusive
remedy of Fidelity with regard to any of the above infringements or alleged
infringements.

29.   OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS.

      29.1  LICENSES AND PERMITS AND COMPLIANCE WITH LAWS.

            (a) LICENSES AND PERMITS. Fidelity and Client shall each secure and
maintain in force all licenses and permits required of it and its employees in
the performance of its respective obligations under this Agreement, and shall
conduct its business in full compliance with all laws, ordinances and
regulations applicable to its business or applicable to the other party's
business to the extent that the other party has notified Fidelity or Client, as
the case may be, of the specific laws, ordinances or regulations with which the
other party must comply.

            (b) COMPLIANCE WITH LAWS. Fidelity and Client shall each shall
comply, at its own expense, with the provisions of all applicable laws and
regulations which may be applicable to each party in the performance of their
respective obligations under this Agreement.

      29.2  AUTHORIZATION AND EFFECT.

            (a) The execution and delivery by Fidelity of its obligations under
this Agreement have been duly authorized by all necessary corporate action on
the part of Fidelity. This Agreement has been duly executed and delivered by
Fidelity and, assuming the due execution and delivery of this Agreement by
Client, constitutes a valid and binding obligation of Fidelity, except as the
same may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or affecting the enforcement of creditor's rights
generally, and subject to the qualification that general equitable principles
may limit the enforcement of certain remedies, including the remedy of specific
performance.

            (b) The execution and delivery by Client of this Agreement and the
fulfillment of its obligations under this Agreement have been duly authorized by
all necessary corporate action on the part of Client. This Agreement has been
duly executed and delivered by Client and, assuming the due execution and
delivery of this Agreement by Fidelity, constitutes a valid and binding
obligation of Client, except as the same may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting
the enforcement of creditor's rights generally, and subject to the qualification
that general equitable principles may limit the enforcement of certain remedies,
including the remedy of specific performance.

      29.3 BUSINESS PRACTICES. Neither Client or any of Client's directors,
officers, agents, employees or other persons associated with or acting on behalf
of Client has made or given any payments or inducements, directly or indirectly,
to any Government officials in the jurisdictions in which Client conducts
business in connection with any opportunity, agreement, license, permit,
certificate, consent, order, approval, waiver or other authorization relating to
the business

                                       28
<PAGE>

of Client, except for such payments or inducements as were lawful under the
written laws, rules and regulations of such jurisdictions. Neither Client nor
any of Client's directors, officers, agents, employees or other persons
associated with or acting on behalf of Client: (a) has used any corporate funds
for any unlawful contribution, gift, entertainment or other unlawful expense
relating to political activity; (b) made any direct or indirect unlawful payment
to any Government official or employee from corporate funds; (c) violated or is
in violation of any provision of the Foreign Corrupt Practices Act of 1977; or
(d) made any bribe, unlawful rebate, pay off, influence payment, kickback or
other unlawful payment in connection with the business of Client.

      29.4 FIDELITY SOFTWARE. Fidelity represents and warrants to Client that
the Software shall perform in all material respects with its documentation and
specifications.

      29.5 CLIENT SOFTWARE. Client represents and warrants to Fidelity that the
Client- Provided Software shall perform in all material respects with its
documentation and specifications.

      29.6 PROFESSIONAL AND WORKMANLIKE. Each party represents and warrants to
the other that they shall perform their respective personnel obligations under
this Agreement, including Exhibits, in a professional and workmanlike manner.

      29.7 No ADDITIONAL REPRESENTATIONS OR WARRANTIES. EXCEPT AS PROVIDED IN
THIS AGREEMENT, FIDELITY IS MAKING NO REPRESENTATION OR WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND CLIENT
AGREES THAT ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES THAT ARE NOT PROVIDED
IN THIS AGREEMENT ARE HEREBY EXCLUDED AND DISCLAIMED.

30.   INSURANCE.

      A schedule of Fidelity's current insurance coverage is shown in Exhibit G.
Fidelity agrees to maintain such insurance, or similar insurance, in force
throughout the Term.

31.   ENTIRE AGREEMENT.

      This Agreement and the Exhibits hereto contain the entire agreement of the
parties and supersedes all prior agreements whether written or oral with respect
to the subject matter hereof. Expiration or termination of any part of this
Agreement shall terminate the entire Agreement except for any portion hereof
which expressly remains in force and in effect notwithstanding such termination
or expiration. Modification or amendment of this Agreement or any part thereof
may be made only by written instrument executed by both parties.

32.   SECTION TITLES.

                                       29
<PAGE>

      Section titles as to the subject matter of particular sections herein are
for convenience only and are in no way to be construed as part of this Agreement
or as a limitation of the scope of the particular sections to which they refer.

33.   COUNTERPARTS.

      This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original, but all of which shall constitute one and the
same instrument.

34.   FINANCIAL STATEMENTS.

      Annually, each party to this Agreement will provide to the other party a
copy of its annual financial statements.

35.   INTENTIONALLY OMITTED.

36.   PUBLICITY. Neither party shall issue any press releases, or make any other
announcements to the public at large (outside their bank or company), regarding
this Agreement without the other party's prior written consent and approval,
such consent or approval not to be unreasonably withheld by either party.
Neither Fidelity nor Client shall use the name and/or logo of the other party(s)
or such other party's parent company, nor shall either party disclose the
existing relationship to its present and potential customers or to other third
parties without the other party's prior written consent, such consent not to be
unreasonably withheld by either party, unless this information is common market
knowledge. This limitation, however, shall not preclude either party from
disclosing their business relationship and/or the Agreement, as may be required
or advisable, to any federal, state, or local regulatory authorities, in
accordance with Securities and Exchange Commission rules and regulations, or as
otherwise may be required by law, subject to each party's obligations contained
in Section 19.

37.   VENDOR MANAGEMENT. Fidelity agrees to use all reasonable efforts to comply
in a timely and thorough manner with all applicable requirements of Client's
Vendor Management Program. Client will advise Fidelity in writing when Client
makes any changes to Client's Vendor Management Program. In connection with
Fidelity's obligations regarding Client's Vendor Management Program, Fidelity
will have an annual "SAS 70 Type II" audit by an independent, nationally
recognized accounting or consulting firm of Fidelity's software development and
operations where the Dedicated Resources described in Exhibit C are located.
Such audit shall be conducted at Fidelity's expense. Fidelity shall provide
Client with a copy of the related "Service Audit Report" promptly after receipt
by Fidelity of such audit report. The SAS 70 "Service Audit Report" shall
contain Fidelity's management's response to the exception comments, together
with appropriate target dates for completion of required changes.

                                       30
<PAGE>

IN WITNESS WHEREOF, this Agreement has been executed by the undersigned
officers, thereunto duly authorized, as of the Effective Date.

Fidelity Information Services, Inc.             Independent Bank Corp.
By: _______________________________             By: ____________________________
Name: Gary Norcross                             Name: Denis K. Sheahan
Title: President, Integrated   Financial        Title: Chief Financial Officer,
       Solutions                                       Independent Bank Corp.
Date: __________________________________        Date: __________________________

                                       31
<PAGE>

                                                     1
                                    EXHIBIT A

                                SOFTWARE LISTING

1.    BASE PROCESSING SOFTWARE.

      HORIZON Banking System, which includes

                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}

2.   ADDITIONAL LICENSED SOFTWARE.

         {****}
         {****}
         {****}
         {****}
         {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
         {****}
         {****}
         {****}
         {****}
                  {****}
                  {****}
                  {****}
         {****}

3.   CONSTRUCTION AND/OR MAINTENANCE OF THE FOLLOWING THIRD PARTY INTERFACES.

                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}


                                       1
<PAGE>

                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}
                  {****}

                                       2
<PAGE>

                                    EXHIBIT B

                      SOFTWARE DEVELOPMENT AND ENHANCEMENTS

Fidelity shall make the enhancements to the HORIZON Banking System that are
described in Exhibits B-1, B-2 and B-3. These Exhibits describe the software
development and enhancements that Fidelity will undertake pursuant to this
Agreement, the timetables for delivery, and the financial aspects of each
development or enhancement project.

The enhancements described in Exhibit B-1 will be made in accordance with
mutually agreed upon project plans and Statements of Work ("SOW"). The SOWs will
define the parties' mutual agreement on the scope of the enhancements, the
timeline for completion of the enhancement(s), the roles and responsibilities of
each party, and the fees that may be applicable to each such enhancement. The
SOWs will be in substantially the same form as set forth in Exhibit L to this
Agreement.

The enhancements described in Exhibit B-2 and B-3 are in development by Fidelity
as of the Effective Date of the Agreement and will be developed and delivered to
Client in accordance with Fidelity's standard software release practices and
procedures.

In the event that there is a dispute that arises with regard to the software
enhancements defined in this Exhibit, Client and Fidelity mutually will utilize
the processes as defined in Sections 12.4 and 20 of this Agreement with regard
to dispute resolution. In the event, Client wishes to change the enhancements
listed in Exhibits B-1, B-2 or B-3, Client and Fidelity will make changes to the
enhancements using a mutually agreed upon process. If the parties are unable to
agree upon a process for making such changes, the parties shall resolve any
differences relating to the changes by using the process set forth in Sections
12.4 and 20 of this Agreement.

                                       3
<PAGE>

                                   EXHIBIT B-1

This Exhibit B-1 lists the software development and enhancement projects to be
undertaken by Fidelity for which Fidelity will deliver a high-level written
project overview and scope document and estimated timetable for delivery for
each item listed below (the "Scope Document") on or before March 31, 2005. The
resources used by Fidelity to produce such Scope Document will not be the
Resident Staff or the Dedicated Resources described in Exhibit C, unless
otherwise agreed in writing by the parties. The items included in this Exhibit
B-1 are:

1. {****}

2. {****}

Client shall pay Fidelity the sum of {****} per day or part thereof, plus travel
and living expenses, for the development of each of the Scope Documents
described above. Should Client agree in writing to have Fidelity proceed with
any one or more of the projects described in the Scope Document(s), {****}.

                                       4
<PAGE>

                                   EXHIBIT B-2

This Exhibit B-2 lists the software-related issues to be resolved by Fidelity in

{****}.

{****}

{****}

                                       5
<PAGE>
                                   EXHIBIT B-3

This Exhibit B-3 sets forth a listing of open issues related to the {****}.

{****}.

{****}

                                       6
<PAGE>

                                   EXHIBIT B-4

                             {****} PROJECT SCOPING

Fidelity and Client may also agree to have Fidelity deliver a high-level written
project overview and scope document and estimated timetable for delivery for a
{****} project ({****}). The resources used by Fidelity to produce the {****}
will not be the Resident Staff or the Dedicated Resources described in Exhibit
C, unless otherwise agreed in writing by the parties.

{****}.

                                       7
<PAGE>

                                    EXHIBIT C

                                FEES AND CHARGES

1.   FEE SCHEDULE.

      A portion of the Monthly Base Processing Fees described in this Exhibit C
      is subject to adjustment in accordance with Section 7 of this Exhibit C.

      1.1   Monthly Base Processing Fee.

            (a)   The Monthly Base Processing Fee shall be as set forth below
                  and is payable on a monthly basis commencing on the Effective
                  Date of November 1, 2004.

<TABLE>
<CAPTION>
APPLICABLE PERIOD                  MONTHLY BASE PROCESSING FEE
-----------------------            --------------------------
<S>                                <C>
November 2004                      {****}
and December 2004

January 2005 through and           {****}
including June 2005

June 2005 through and              {****}
including December 2005

January 2006 through and           {****}
including December 2006

January 2007 through and           {****}
including May 2010
</TABLE>

                  Beginning on the Effective Date and throughout the Term and,
                  if applicable, the Extended Term, Client shall be entitled
                  {****} ({****}). The {****}, as expressly set forth below in
                  Section 1.1(b) of this Exhibit C.

            (b)   The Monthly Base Processing Fee set forth above includes the
                  processing of Client's data using the Software listed in
                  Section 1 of Exhibit A to the Agreement. {****}:

                  {****}

                  {****}.

            (c)   The Monthly Base Processing Fee set forth above includes the
                  Resident Staff more particularly described below.

            (d)   Included, at no extra cost to Client, in the Monthly Base
                  Processing Fee, Fidelity will provide Client with {****}.

            (e)   Also included, at no extra cost to Client, in the Monthly Base
                  Processing Fee, Fidelity shall provide to Client {****}.

            (f)   The Base Processing Fees are based upon the assumptions set
                  forth in Section 8 of this Exhibit C. There shall be no
                  increase to monthly Base Processing Fees without the prior
                  written agreement of Client and Fidelity, memorialized through
                  an amendment to this Agreement.

      1.2   Additional Services.

                                       8
<PAGE>

            (a)   In addition to the Services for which Client shall pay the
                  fees described above in Section 1.1, Fidelity shall also
                  provide the Dedicated Resources described below in Section 2
                  of this Exhibit C and the following Additional Services to
                  Client, which are more particularly described in the Schedule
                  of Fees for Contracted Services - Attachment 1 ("Attachment
                  1") and in the Exhibits to the Agreement:

                  -     {****}

                  -     {****}

                  -     {****}

            (b)   The assumptions applicable to the Additional Services are set
                  forth in Attachment 1. There shall be no increase to the
                  monthly fees for Additional Services beyond those expressly
                  set forth in Attachment 1 without the prior written agreement
                  of Client and Fidelity, memorialized through an amendment to
                  this Agreement.

            (c)   The one-time fees set forth in Attachment 1 for the Additional
                  Services are due and payable to Fidelity as follows: {****}.

            (d)   The recurring fees set forth in Attachment 1 for the
                  Additional Services are due and payable to Fidelity commencing
                  on the date the Additional Services are first available for
                  Client's use in a production environment and monthly
                  thereafter for so long as Fidelity shall be providing the
                  Additional Services to Client.

2.    DEDICATED RESOURCES.

      2.1   Fidelity will make available to Client the services of {****}
            Dedicated Resources as listed below for the duration of the Term of
            the Agreement. As of the Effective Date, such Dedicated Resources
            will be based at Fidelity's facilities located {****}, unless
            otherwise agreed by the parties. The monthly fee for the Dedicated
            Resources listed in the table below is {****}. Such amount is due
            and payable to Fidelity commencing on the Effective Date and monthly
            thereafter for the duration of the Term of this Agreement. {****}.

<TABLE>
<CAPTION>
Dedicated Resources - Resource Type       Number of Dedicated Resources
-----------------------------------       ------------------------------
<S>                                       <C>
{****}                                             {****}
{****}                                             {****}
</TABLE>

            If during the initial Term of the Agreement (i.e., only until May
            31, 2010), Client should wish to increase the Dedicated Resources to
            include an additional Dedicated Resource team {****}. The monthly
            rate for the additional Dedicated Resource team shall be {****}. The
            minimum period of engagement for the additional Dedicated Resource
            team shall be {****} from the date the additional Dedicated Resource
            team begins providing Services to Client.

      2.2   Client shall reimburse Fidelity for actual travel and living
            expenses of the Dedicated Resources should a Dedicated Resource be
            required to travel to Client's facilities.

3.    ADDITIONAL FEES.

      The Base Processing Fee shall include processing of only the Base
      Processing Software listed in Section 1 of Exhibit A. Client will be
      responsible for future system upgrades. Fidelity will advise Client in
      writing of any such upgrades, and Fidelity will supply the upgrades to
      Client at no additional charge. The Base Processing Fee does not cover
      fees or expenses which may arise due to conversions or deconversions.

4.    DASD CAPACITY.

                                       9
<PAGE>

      If Client wishes to make a material change in the length of data records
      or in the amount or kinds of data available in on-line data files,
      Fidelity will provide a written quotation of the cost to Client of
      additional DASD capacity and other costs necessary to support such
      change(s). If approved by Client, Fidelity will acquire the additional
      DASD capacity and other resources and the appropriate adjustment will be
      made to the fees reflected in Section 1 of this Exhibit C.

5.    RESIDENT STAFF.

      Fidelity agrees to provide the following Resident Staff during the Term.

<TABLE>

COMPOSITION OF RESIDENT STAFF        FROM EFFECTIVE DATE TO EXPIRATION DATE
-----------------------------        --------------------------------------
<S>                                  <C>
{****}                                               {****}

{****}                                               {****}

{****}                                               {****}

{****}                                               {****}

{****}                                               {****}
</TABLE>

      During the Term of the Agreement Fidelity and Client may mutually agree to
      increase or decrease the Resident Staff or the Dedicated Resources. If
      Client decreases the Resident Staff, the Base Processing Fee will be
      reduced appropriately, and if Client reduces Dedicated Resources, the fees
      applicable to the Dedicated Resources will be reduced accordingly. Either
      Fidelity or Client may reduce the number of Resident Staff or the
      Dedicated Resources during the Term of the Agreement by providing no less
      than {****}. The parties acknowledge and agree that in order for Fidelity
      to provide the Services as they are described in this Agreement in
      accordance with the timetables set forth in this Agreement, a certain
      level of staffing is required. If Client requests a reduction in Resident
      Staff or Dedicated Resources, and if Fidelity determines in good faith
      that such a reduction will negatively impact Fidelity's ability to perform
      the Services in accordance with the terms of this Agreement, Fidelity will
      so notify Client and the parties will use all reasonable efforts to come
      to agreement on a staffing level that will enable Fidelity to provide the
      Services in accordance with the Agreement. If Fidelity and Client are
      unable to reach such an agreement, Fidelity reserves the right to adjust
      any Services or delivery timetables accordingly. When the parties have
      agreed upon a resource reduction, the monthly Base Processing Fee will be
      reduced by {****}.

6.    FIDELITY HOURLY RATES.

      The following hourly rates are currently in effect for non-Resident Staff.
      The Fidelity hourly rates may be changed by Fidelity upon written notice
      to Client not more often than once during each 12-month period following
      the Effective Date. Fidelity's hourly rates for programming include all
      related computer time required for program testing. Overtime rates are
      only applicable, if and to the extent, Fidelity will incur overtime
      expense. {****}. In addition, Client agrees to reimburse Fidelity for the
      actual expense of reasonable travel and lodging expense, if any, related
      to hourly rate based services requested by Client. Fidelity will inform
      Client, in advance, if overtime or travel and lodging expense is
      anticipated to be incurred.

<TABLE>

                       Regular Hourly Rate     Overtime Hourly Rate         Minimum Billable Increment
                           Per Person               Per Person                       Per Person
                       -------------------     ---------------------        --------------------------
<S>                   <C>                       <C>                         <C>
Programmer                  {****}                     {****}                          {****}

Computer Operators          {****}                     {****}                          {****}

</TABLE>
                                       10
<PAGE>

      In addition, Client will pay all reasonable travel and subsistence costs
      incurred by Fidelity's employees in performance of any such additional
      services. For the purposes of this Agreement, Fidelity's regular hours are
      8:00 a.m. to 5:00 p.m., local time, Monday through Friday. Overtime rates
      shall be applicable for any hours outside of the regular hours.

7.    PRICE ADJUSTMENT.

      The fees and charges reflected in this Agreement will be increased, but
      not decreased, as described below:

      7.1   Beginning in 2006, a portion of the Monthly Base Processing Fee,
            {****}, may be adjusted based upon changes in {****}.

            {****}

                    {****}

                    {****}

                    {****}

                    {****}

            The adjusted fee will be reflected on the next invoice submitted by
            Fidelity to Client for Client's payment of such fees after such
            adjustments are made.

      7.2   The fees for the Additional Services listed in Section 1.2 of this
            Exhibit C (excluding the charges for the ATM/EFT Processing
            Services), and the fees for the Dedicated Resources will be adjusted
            based upon changes in the {****}.

8.    ASSUMPTIONS. The following assumptions shall be applicable with respect
      to the base processing services provided pursuant to his Agreement by
      Fidelity.

      8.1   Assumptions regarding Software listed in Exhibit A.

            (a)   A separate maintenance agreement for document compliance will
                  need to be signed with {****}.

            (b)   Internet Banking does not include bill payment.

            (c)   All software is tested on the minimum desktop configuration as
                  outlined by {****}.

            (d)   All PC products will be installed on each workstation (if
                  needed) by Client personnel.

            (e)   Reissue of ATM/EFT Cards, will be priced on a time and
                  materials basis (primarily needed when the BIN changes)

            (f)   ATM/EFT Network Access Method: Online Authorization

            (g)   {****} is provided as a standard feature of {****} system
                  assuming Fidelity has developed the format.

            (h)   {****}.

            (i)   {****} is provided as a standard feature of {****} system.
                  Supported formats are {****}.

            (j)   {****}.

            (k)   The following licensed {****} based products (which are not
                  being hosted by Fidelity), require a server which is not
                  included in the fees set forth above.

                  -     {****} (does not include any conversion of existing
                        archived reports).

                  -     {****} (does not include any conversion of document
                        images).

            (l)   Each {****} will require a certificate from {****}. If
                  provided by Fidelity, {****}.

            (m)   Browser based applications are certified on the latest
                  versions of {****}.

                                       11
<PAGE>
            (n)   The following additional third party products are needed
                  to utilize {****}: {****}.

            (o)   {****}.

            (p)   {****} requires a dedicated {****} or higher. {****}.

            (q)   {****} data every night for processing. It is recommended that
                  the NT server be located on the same network as the {****}.

      8.2   Assumptions Regarding Third Party Interfaces.

            (a)   All other services (e.g. new interfaces, one-time programming)
                  will be quoted on a time and materials basis.

            (b)   All monthly fees are for host interface and maintenance
                  support.

            (c)   One time third party fees are estimates and subject to change
                  due to final pricing by third party.

            (d)   License and maintenance fees for all other products are
                  Client's responsibility.

      8.3   Assumptions Regarding Telecommunications.

            (a)   All telecommunication line charges are {****}.

            (b)   Telecommunication equipment is not required if existing
                  network can support the desired services.

            (c)   Telecommunication equipment includes Frame Relay/ISDN Router
                  and monthly maintenance.

            (d)   Proposed Hub Router Equipment has the following capabilities:

                  -     Supports one Frame Connection.

                  -     Supports one ISDN port.

                  -     Ethernet port for LAN support.

            (e)   Proposed Branch Router Equipment has the following
                  capabilities:

                  -     Supports one Frame Connection.

                  -     Supports one ISDN port.

                  -     Ethernet port for LAN support.

                  -     No support of ATM connection.

            (f)   TCP/IP protocol will be used across the existing networks.

            (g)   Assumes Telecommunications monitoring of the circuits to the
                  Router(s).

            (h)   Network Monitoring includes 7 x 24 network monitoring, problem
                  escalation, and resolution.

            (i)   Fidelity will place orders for the telecommunication lines
                  with the appropriate carriers.

      8.4   Assumptions Regarding Fidelity {****}.

            (a)   {****}.

            (b)   {****}.

            (c)   A link will be provided off of the Client's web site to the
                  appropriate address for this service.

            (d)   {****}.

            (e)   Telecommunication equipment (e.g., Router) may be required if
                  existing network cannot support the desired services.

            (f)   A test Internet banking site allowing for separate testing of
                  both the {****} at the same time is being provided as part of
                  this Internet banking service.

            (g)   Future {****} will be updated on the test site within thirty
                  days (30) of the software release being made available to the
                  market.

            (h)   Third party monitoring is being provided for Internet banking
                  solution. {****}.

      8.5   General Assumptions.

                                       12
<PAGE>

            (a)   All travel and travel related expenses are not included with
                  any of products outlined above. They will be invoiced on a
                  pass-through basis.

            (b)   Pricing subject to change if any assumptions are not valid.


            (c)   Taxes and shipping charges are not included as part of this
                  pricing.

                                       13
<PAGE>

                                    EXHIBIT D

                               PRODUCTION SCHEDULE
<TABLE>
<CAPTION>

                                                                TIME                 DAY OF WEEK
                                                                ----                 -----------
<S>                                                            <C>                  <C>

1.    INPUT FROM CLIENT.

      POD Transmission                                         {****}                   {****}
      ACH Formatted Activity                                   {****}                   {****}

2     PROCESSING.

      AM ACH files memo posted                                 {****}                   {****}
      Outgoing ACH files to Federal Reserve                    {****}                   {****}
      BOSS & Teller processing                                 {****}                   {****}
      IVR after BOSS interface                                 {****}                   {****}
      Transmission of Exception Items to Item Processing       {****}                   {****}
      Transmission of Cash Management interface files          {****}                   {****}
      Transfer of Internet Banking interface files             {****}                   {****}
      Transmission of ATM PBF                                  {****}                   {****}
      Other interfaces                                         {****}                   {****}

3.    REPORT OUTPUT TO CLIENT.

      Daily and weekly printed reports                         {****}                   {****}
      Reports available on Acquire                             {****}                   {****}
      Normal daily statement cycle drops                       {****}                   {****}
      Major statement cycle drops (e.g. month-end)             {****}                   {****}
      Annual reports (next business day)                       {****}

4.    ONLINE AVAILABILITY.

      Administrative and Teller terminals
                                                               {****}                   {****}
                                                               {****}                   {****}
                                                               {****}                   {****}
      Voice Response (IVR)
                                                               {****}
                                                               {****}
      ATM online authorization
                                                               {****}
                                                               {****}

5.    COMPUTER OPERATIONS

      Operations support                                       {****}                   {****}
                                                               {****}                   {****}
</TABLE>

6.    WAN CAPACITY AND WAN PERFORMANCE REVIEWS. Prior to the general
      availability of a Fidelity Software release, when requested by Client,
      Fidelity will, at no additional cost to Client, {****}.

                                       14
<PAGE>

                                    EXHIBIT E

                         RESPONSIBILITIES OF THE PARTIES

      Except as otherwise expressly provided in this Agreement, Client is
responsible for the operation of any of its data processing facilities other
than the Data Center. Such facilities are hereinafter termed "remote". Client
and Fidelity agree to provide or perform their respective responsibilities as
indicated below.

<TABLE>
<CAPTION>
                                                                                   RESPONSIBILITY
            FUNCTION                                                           CLIENT             FIDELITY
<S>                                                                            <C>

1.    INPUT PROCESSING.

                  Key entry of input (other than MICR)                                  {****}
                  Key entry equipment and maintenance                                   {****}
                     (other than MICR)
                  Key entry of MICR rejects                                             {****}
                  Key entry equipment and maintenance                                   {****}
                     for MICR rejects
                  MICR entry computer operation                                         {****}
                  MICR reader/sorter operation                                          {****}
                  MICR entry reconciliation                                             {****}
                  MICR reject reconciliation                                            {****}
                  MICR "junk letter" key entry                                          {****}
                   Key entry or encoding of MICR input                                  {****}
                   Equipment and maintenance for key entry                              {****}
                      or encoding of MICR input
                  Microfilming MICR input                                               {****}
                   Equipment and maintenance for                                        {****}
                      microfilming MICR input
                  Supplies and development costs for                                    {****}
                     microfilming MICR input
                  MICR reader/sorter equipment and                                      {****}
                     maintenance
                  MICR sorter vendor usage fees                                         {****}
                  Personal computers used by other than                                 {****}
                    FIDELITY
                  Remote MICR capture/printer operations                                {****}
                  Remote MICR capture/printer equipment and                             {****}
                     maintenance
                  In-line microfilm equipment and operation                             {****}

2.       OUTPUT PROCESSING.

                  MICR transit item end point separation                                {****}
                  MICR transit cash letter preparation                                  {****}
                  MICR "on us" fine sort by account number                              {****}
                  Bursting                                                              {****}
                  Bursting equipment and maintenance                                    {****}
                  Decollation                                                           {****}
                  Decollation equipment and maintenance                                 {****}
                  Check signing                                                         {****}
                  Check signing equipment and maintenance                               {****}
                  Microfiche equipment operation                                        {****}
</TABLE>

                                       15
<PAGE>

<TABLE>
<S>                                                                                     <C>
                  Microfiche equipment and maintenance                                  {****}
                  Microfiche supplies (film, chemicals, etc.)                           {****}
                  Optical disk equipment and maintenance                                {****}
                  Optical disk supplies                                                 {****}
                  Reports separation by bank                                            {****}
                  Microfiche separation by bank                                         {****}
                  Delivery to courier                                                   {****}
                  Data Center laser or page printer operations                          {****}
                  Laser or page printer vendor usage fees (if any)                      {****}
                  Data Center laser or page printer equipment
                    and maintenance                                                     {****}
                  Laser or page printer supplies,
                     chemicals, etc.                                                    {****}
                  Remote printing equipment and maintenance                             {****}
                  Tracking inventories of paper stock and
                     forms                                                              {****}

3.       TELECOMMUNICATIONS NETWORK CONTROL.

                  Network monitoring                                                    {****}
                  Determination of problem                                              {****}
                  Report problem to appropriate vendor                                  {****}
                  Report problem to end users                                           {****}
                  Operate diagnostic equipment                                          {****}
                  Diagnostic equipment and maintenance                                  {****}
                  Remote equipment and maintenance                                      {****}

4.       NON-AS/400 SOFTWARE.

                  Except as specifically set forth herein, Client will provide
                  and maintain all non-AS/400 software. Where Fidelity provides
                  any such software, it is listed above in Exhibit A and the
                  following provisions shall apply:

                  Payment of related license fees                                       {****}
                  Payment of maintenance and enhancement
                     fees                                                               {****}
                  Modifications necessary for interface with                            {****}
                     Software
</TABLE>

                                       16
<PAGE>

                                    EXHIBIT F

                              INTENTIONALLY OMITTED

                                       17
<PAGE>

                                    EXHIBIT G

                                    INSURANCE

<TABLE>
<CAPTION>
COVERAGE                  LIMIT            INSURANCE CO.   EXPIRES
--------                  -----            -------------   -------
<S>                       <C>              <C>             <C>
COMMERCIAL GENERAL        {****}           {****}          {****}
LIABILITY                 {****}

                          {****}
                          {****}
PROPERTY INSURANCE        {****}
                          {****}           {****}          {****}
                          {****}

EDP EQUIPMENT             {****}           {****}          {****}

AUTOMOBILE                {****}           {****}          {****}
                          {****}

UMBRELLA                  {****}           {****}          {****}

                          {****}
                          {****}
WORKERS' COMPENSATION     {****}           {****}
                          {****}                           {****}
                          {****}           {****}

FIDELITY (PRIMARY)        {****}           {****}          {****}
                          {****}

FIDELITY (EXCESS)         {****}           {****}          {****}
                          {****}

PRIMARY CORP. E&O         {****}           {****}          {****}

EXCESS CORP E&O           {****}           {****}          {****}

{****}.
</TABLE>

                                       18
<PAGE>
\
                                    EXHIBIT H

                             EQUIPMENT CONFIGURATION

EQUIPMENT CONFIGURATION:

{****}
{****}
{****}
{****}
{****}
{****}      {****}
{****}      {****}
{****}      {****}
{****}      {****}
{****}      {****}
{****}      {****}
{****}      {****}

INITIAL IBM SYSTEM SOFTWARE:

{****}
{****}
{****}
{****}

{****}
{****}

-   {****}

-   {****}

-   {****}

                                       19
<PAGE>

                                    EXHIBIT I

                          LICENSE TERMS AND CONDITIONS

This Exhibit provides for the licensing of the Fidelity proprietary "Additional
Licensed Software" application systems listed on Exhibit A (the "Additional
Licensed Software"), maintenance and other services related to the Licensed
Software provided by Fidelity to Client pursuant to this Exhibit.

1. AGREEMENT TO LICENSE AND MAINTAIN. Fidelity hereby grants Client a {****} to
use the Additional Licensed Software and Client hereby accepts such license to
use the Additional Licensed Software. Furthermore, where applicable, Fidelity
shall provide maintenance for the Licensed Software, as hereinafter described.
Client may license additional software by the addition of subsequent Attachments
or such other fee schedule as may be applicable, which shall reference the
Agreement, shall be governed by the terms of the Agreement, and shall be
attached to and made a part of the Agreement. If indicated on an Attachment to
the Agreement, Fidelity shall perform application implementation services and/or
data conversion services in accordance with Fidelity's standard implementation
and conversion procedures.

2. DELIVERY, TITLE, SECURITY INTEREST, AND RISK OF LOSS OR DAMAGE.

      Risk of loss or damage for all Additional Licensed Software shall pass to
Client upon delivery of the Licensed Software. Title to Additional Licensed
Software shall remain in the name of Fidelity and shall not pass to Client at
any time.

3. FEES AND CHARGES.

      3.1 Client shall pay Fidelity such fees and charges as may be set forth in
the Attachment for the Additional Licensed Software license and maintenance, as
well as the fees set forth for installation of Additional Licensed Software and,
if applicable, for application implementation services and/or data conversion
services at the prices set forth in such Attachment. Additionally, Client shall
pay Fidelity for all reasonable travel and living expenses for Fidelity's staff
members while performing any conversion, installation, or training services for
Client. License and maintenance fees, implementation, training and conversion
fees on any subsequent Attachment or fee schedule shall be at the prices and/or
fees in effect at the time of execution of such subsequent fee schedule by
Fidelity.

      3.2 Maintenance fees for Additional Licensed Software become effective on
the date when the Additional Licensed Software is first available for Client's
use in a production environment (the "Commencement Date for Services").
Maintenance fees for subsequently ordered and installed software shall be the
maintenance fees for such software in effect at the time of the installation of
such software.

4. WARRANTY AND DISCLAIMER.

      4.1 RIGHT TO LICENSE. Fidelity hereby represents and warrants to Client
that Fidelity is the owner of the Additional Licensed Software or otherwise has
the right to grant to Client the rights set forth in this Exhibit. In the event
of any breach or threatened breach of the foregoing representation and warranty,
Client's sole remedy shall be to require Fidelity to either: (1) procure, at
Fidelity's expense, the right to use the Additional Licensed Software; (2)
replace the Additional Licensed Software or any part thereof that is in breach
and replace it with software of comparable functionality that does not cause any
breach; or (3) refund to Client the full amount of the license fee upon the
return of the Additional Licensed Software and all copies thereof to Fidelity.

      4.2 ADDITIONAL LICENSED SOFTWARE.

            (a) Fidelity warrants that the Additional Licensed Software
delivered hereunder will perform on an appropriately configured computer, in
accordance with the then-current documentation in all ways which materially
affect performance.

                                       20
<PAGE>

            (b) Fidelity's sole obligation to Client under the foregoing
warranty is to remedy, at no cost to Client, any material defects reported to
it.

      4.3 SOFTWARE WARRANTY EXCLUSIONS. The warranty set forth in Section 4.2
does not apply to any of the following:

            (a) Damage arising from any cause beyond Fidelity's reasonable
control including, but not limited to: (i) damage due to the improper operation
of the Additional Licensed Software; (ii) damage due to storms, fire, flood,
other acts of God, attack, civil commotion, war, settling of walls or
foundations; (iii) damage resulting from abuse of the Additional Licensed
Software or usage of the Additional Licensed Software other than as specified in
the then-current documentation; or (iv) malfunctions caused by alterations or
tampering.

            (b) Malfunction or breakdown of Additional Licensed Software due to
attachment, or addition or use of software and/or equipment not approved by
Fidelity.

            (c) Destruction in whole or in part of the Additional Licensed
Software by any person other than Fidelity, its agents, servants, or employees.

      4.4 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION
4, FIDELITY DISCLAIMS ALL WARRANTIES ON THE ADDITIONAL LICENSED SOFTWARE
FURNISHED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The stated express
warranties are in lieu of all obligations or liabilities on the part of Fidelity
arising out of or in connection with the performance of the Additional Licensed
Software.

5. MAINTENANCE. The maintenance services described in this Exhibit shall
commence on the Commencement Date for Services and shall remain in full force
and effect for the Term of the Agreement (the "Initial Term"), unless earlier
terminated pursuant to Section 11 of the Agreement. The last day of the Initial
Term (or the last day of any then-current renewal term [a "Subsequent Term"])
will be referred to hereinafter as the "Maintenance Expiration Date."

      5.1 COVERED MAINTENANCE.

            (a) GENERAL. Fidelity will provide the maintenance required to cause
the Additional Licensed Software to operate according to the then-current
documentation. Such maintenance will be performed during the Initial Term (and
any Subsequent Terms) and includes all labor without additional fees to Client,
except as otherwise provided in Section 5.3 below.

            (b) UPDATES TO ADDITIONAL LICENSED SOFTWARE. It is the policy of
Fidelity to provide updates to Additional Licensed Software. For so long as
Fidelity shall be providing the Services, Fidelity will notify Client at least
thirty (30) days prior to putting a full system release into the production
environment. Client shall cooperate with Fidelity in incorporating any
Additional Licensed Software updates provided hereunder within sixty (60) days
of the date of delivery thereof by Fidelity. Client also shall add to the
programs and documentation (through or under the direction of Fidelity, in the
manner indicated), each error correction and each update provided to Client by
Fidelity. Failure of Client to install the Additional Licensed Software releases
or any other corrections or updates provided by Fidelity, shall release Fidelity
of any responsibility for the improper operation or any malfunction of
Additional Licensed Software as modified by any subsequent corrections or
updates, but shall not relieve Client of any of its obligations hereunder, and
Fidelity shall be released thereafter from its obligation to maintain Additional
Licensed Software as provided herein. Fidelity will use good faith efforts to
cause Additional Licensed Software to comply with applicable Federal
regulations. Updated releases of standard Additional Licensed Software shall be
provided without additional license fees.

            (c) EXCLUSIONS. Software maintenance does not include the following:

                                       21
<PAGE>

            (1) Any maintenance required by: (i) modifications or additions by
Client to equipment such that the Additional Licensed Software requires
modifications in order to operate according to the then-current documentation;
(ii) maintenance or repair performed by other than authorized Fidelity
personnel; (iii) damage to Additional Licensed Software by Client's employees or
third parties; (iv) causes beyond the reasonable control of Fidelity including,
but not limited to, acts of God, flood, fire, or vandalism; or (v) electrical
power disturbances, outages or brownouts.

            (2) Repair or replacement of expendable items.

            (3) Standby support for equipment changes, reconfiguration, upgrades
or relocations.

            (4) Fidelity-requested involvement in determining or solving a
problem on software and/or equipment not covered by this Exhibit.

            (5) Replacement software.

      5.2 CLIENT'S RESPONSIBILITIES. Client shall be responsible for timely
training of Client personnel, participating in testing when requested to do so
by Fidelity, establishing and instituting Fidelity's operating procedures, and
complying with instructions received from Fidelity verbally or in writing,
including without limitation, data base backup procedures and maintaining
on-site backup copies of applications software.

      5.3 BILLABLE CALL MAINTENANCE. If Client is using the Additional Licensed
Software in-house, any maintenance other than maintenance as described in the
preceding paragraphs of this Exhibit will be charged at Fidelity's then-current
billable call rates.

6. SOFTWARE LICENSE.

      6.1 For each item of Additional Licensed Software, Fidelity hereby grants
to Client and Client accepts a perpetual, nonexclusive and nontransferable right
and license to use the Additional Licensed Software, for Client's own internal
uses in accordance with the terms of this Exhibit, in machine readable form on
the equipment on which it is installed by Fidelity or on which it is licensed
solely for operation by Client; provided, however, that the Additional Licensed
Software may be used on other comparable equipment on a temporary basis during a
malfunction of the original equipment. If Client is operating the Additional
Licensed Software in-house, those portions of Additional Licensed Software
running on an AS/400 shall be operated in a single server arrangement. That
portion of Additional Licensed Software running on personal computers shall be
operated only on the personal computers on which it is installed. The license
granted hereunder shall be perpetual, unless terminated earlier pursuant to
Section 11 of the Agreement.

      6.2 Fidelity has designed, developed, and made available the Additional
Licensed Software, which is proprietary to Fidelity and contains trade secrets
of Fidelity and/or its suppliers. Use of the Additional Licensed Software (and
any modifications to the Additional Licensed Software) is strictly governed by
this Exhibit. No title or ownership in the Additional Licensed Software is
transferred to Client. Client shall not copy or in any way duplicate the
Additional Licensed Software, except for backup procedures. This Agreement may
not be assigned, nor may the Additional Licensed Software be sublicensed or
otherwise transferred to a third party, or used by Client for the benefit of a
third party. The Additional Licensed Software is licensed to Client for use by
Client for itself, and its subsidiaries, and affiliates of Client (the term
"affiliate" means any entity Controlled by or under common Control with Client.
"Control" and its derivatives shall mean the legal, beneficial, or equitable
ownership, directly or indirectly, of at least 50% of the aggregate of all
voting equity interests in an entity or equity interests having at least 50% of
the assets of an entity and, in the case of a partnership, also includes the
holding by an entity [or one of its affiliates] of the position of sole general
partner).

Under no circumstances shall Client disclose the Additional Licensed Software
to, or use the Additional Licensed Software on behalf of, a competitor of
Fidelity.

                                       22
<PAGE>

      6.3 Client shall hold the Additional Licensed Software, together with all
material and knowledge related thereto obtained by Client, in confidence, and to
use reasonable controls to protect the confidential nature of the Additional
Licensed Software and such related materials and knowledge. Fidelity shall hold
all material and knowledge related to Client obtained by Fidelity pursuant to
this Agreement, in confidence, and to use reasonable controls to protect the
confidential nature of such material and knowledge.

      6.4 Notwithstanding anything herein to the contrary, the license granted
hereunder is granted subject to payment of the license fee for such Additional
Licensed Software and to compliance with the terms and conditions of this
Exhibit. Fidelity may terminate the license granted hereunder if Client fails to
pay the license fee or to comply with such terms and conditions. Upon
termination of the license for any reason, Client shall discontinue all use of
the Additional Licensed Software and shall either destroy and certify
destruction, or return to Fidelity, all copies of the Additional Licensed
Software and related documentation which are in Client's control or possession,
together with a written certification that it has done so.

7. NONWAIVER OF DEFAULT. Each shipment made shall be treated as a separate
transaction, but in the event of any default by Client, Fidelity may decline to
make further shipments without in any way affecting Fidelity's right under such
Attachment. If, despite any default by Client, Fidelity elects to continue to
make shipments, its action shall not constitute a waiver of any prior default by
Client or in any way affect Fidelity's legal remedies for any such default.

                                       23
<PAGE>

                                    EXHIBIT J

                                INTERNET HOSTING

For the duration of the Term of the Agreement, Fidelity shall provide hosting
services with respect to all products listed in the Internet Hosting Services
Offering section of Attachment 1 in accordance with the terms and conditions set
forth below.

1.    Fidelity will maintain {****}.

2.    {****}.

3.    {****}.

4.    {****}.

5.    {****}.

6.    {****}.

7.    {****}.

8.    {****}.

9.    {****}.

10.   Client will be responsible for direct customer support and training.

11.   Client will be responsible for all communications between Client's
      facilities and the Hosting Facility.

12.   Fidelity will provide redundant Internet service providers in the Hosting
      Facility.

13.   Performance Standards.

      The parties acknowledge that the following is a list of acceptable time
      performance standards (the "Performance Standards"). In the event any
      performance is suspected or deemed to be unacceptable, Fidelity shall
      research the cause, with Client's reasonable assistance, and will take
      corrective action (where Fidelity is responsible) or recommend corrective
      action (where Client is responsible) and initiate action for correction as
      soon as reasonably practicable.

      Service Level Agreements - Internet Hosting:

      1. {****}.

      2. {****}.

      3. {****}.

      4. {****}.

      5. {****}.

      6. {****}.

      7. {****}.

      8. {****}.

      Failure to Meet Performance Standards. Fidelity shall not be held liable
      for a delay or failure in performance of all or a portion of the
      Performance Standards from any cause beyond its control and without its
      fault or negligence.

                                       24
<PAGE>

                                    EXHIBIT K

                              DASH ATM/EFT SERVICES

For the duration of the Term of the Agreement, Fidelity shall provide ATM/EFT
Services in accordance with the terms and conditions set forth below for the
fees set forth in Attachment 1.

1. ATM SERVICES.

      1.1 Fidelity shall provide to Client the following "ATM Services" upon
installation by Client of its first ATM:

            (a) Fidelity will drive Client's ATMs. Fidelity will provide
transaction authorization via an on-line connection between Fidelity's DASH
electronic funds transfer network (the "EFT Network") and Client.

            (b) All ATM Services transactions will be switched via an on-line
connection between the EFT Network and Client for daily authorization,
settlement, posting and reconciliation to Client customer accounts.

            (c) Fidelity's EFT Network will provide "stand-in" transaction
processing for off-line transaction authorization via "positive balance file" or
"negative card file" process.

            (d) Client's ATM devices will be operated by Fidelity for processing
all local "on-us" and "foreign" cardholder transactions. Transactions and
settlement will be processed, along with all interchange, surcharge and switch
fees and will be funded each business day. All settlement reporting will be made
available daily to Client.

            (e) {****}.

            (f) {****}.

            (g) {****}.

      1.2 WARRANTY REGARDING ATM SERVICES. Fidelity will make every reasonable
effort to make the ATM Services available twenty-four (24) hours a day, seven
(7) days a week, subject to Fidelity's standard maintenance schedule and
scheduled downtime; however, Fidelity cannot and does not guarantee such
availability. Accordingly, Fidelity's sole liability to Client or any third
party (including customers of Client) for any claims, notwithstanding the form
of such claims (e.g., contract, negligence or otherwise), arising out of the
delay of, or interruption in the ATM Services provided or to be provided by
Fidelity hereunder shall be to use its best efforts to commence or resume the
ATM Services as promptly as reasonably practicable.

2. CLIENT OBLIGATIONS. Client shall have the following obligations in connection
with the ATM Services:

      2.1 DATA.

            (a) Client is responsible for processing of input data (whether
submitted to Fidelity directly or through third parties) to permit
reconstruction of such input data, and Client assumes all risk of loss and
expense of reconstruction of such input data, except for such loss caused by
Fidelity's negligence.

            (b) Client is responsible for storage and retrieval of all Client's
reporting data.

            (c) Client is responsible for maintaining all customer cardholder
data.

      2.2 USE OF SERVICES.

                                       25
<PAGE>

            (a) Client shall cooperate with Fidelity and provide Fidelity with
all necessary information (including but not limited to authorization and access
to file layouts necessary to convert the card management system information to
Fidelity's EFT Network and other information necessary to convert ATM devices
and debit card database information such as device type, location and address)
and assistance required for Fidelity to make the ATM Services operational and
available to Client.

            (b) Client assumes exclusive responsibility for the content of any
instructions it may give to Fidelity, or Fidelity's other EFT Network members,
for Client's failure to properly access the ATM Services in the manner
prescribed by Fidelity. If the data submitted by Client to Fidelity for
processing, whether electronically or otherwise, are incorrect, incomplete, or
not in the form required by Fidelity for such data, Client shall pay Fidelity
the standard rates in effect at that time for the additional work performed by
Fidelity to correct, complete and otherwise prepare data until corrected,
completed, and put in proper form by Client. If Client fails to furnish the data
to Fidelity in accordance with the schedule and form agreed upon by Fidelity and
Client, Fidelity will use its reasonable efforts to reschedule and process
Client's work as promptly as possible, but Client shall extend the schedule and
to pay for any expenses of Fidelity caused by Client's failure to furnish its
data to Fidelity in the form and at the time required.

            (c) Client will use, and will instruct its customers to use, the ATM
Services in accordance with the published rules and such reasonable changes to
rules as may be established by Fidelity from time to time.

            (d) Except as otherwise contemplated herein or otherwise permitted
by Fidelity, Client will use the ATM Services only for its own internal and
proper business purposes and will not resell, directly or indirectly, any of the
ATM Services or any portion thereof to any third party.

            (e) Client shall not make any alteration, change or modification to
any of the computer programs and/or Fidelity supported files and data bases (but
not including the Client files) used or provided by Fidelity in connection with
providing the ATM Services to Client hereunder, without Fidelity's prior written
consent in each instance.

      2.3 SUPPLIES.

            (a) Client will issue ATM cards and VISA Checkcard or MasterCard
debit cards.

            (b) Client may request Fidelity to purchase forms or card stock for
its use and shall reimburse Fidelity at the rate charged by Fidelity's suppliers
plus any tax, freight or amounts in lieu thereof paid or payable in respect to
the foregoing, on a pass-through basis.

                                       26
<PAGE>

      2.4 COMMUNICATIONS LINES AND EQUIPMENT.

            (a) Except as otherwise agreed by Fidelity and Client, Client shall
be exclusively responsible for and shall pay all installation, monthly and other
charges relating to the installation and use of communications lines and
equipment in connection with the ATM Services. Fidelity will provide Client with
reasonable assistance in trying to resolve any problems relating to the
communications lines and equipment used by Client in accessing the ATM Services.
Fidelity shall not be responsible for the reliability or continued availability
of the communications lines used by Client in accessing the ATM Services.

            (b) All communications equipment, except communications equipment
provided to Client by Fidelity, shall be subject to Fidelity's approval, not to
be unreasonably withheld.

      2.5 CLIENT EQUIPMENT.

            (a) Concurrently with its signing of the Agreement, Client will
notify Fidelity in writing as to the number and location of any and all Client
equipment through which Client will initially access the ATM Services ("ATM
Equipment").

            (b) Client will supply and maintain all ATM Equipment. Client's
maintenance services shall include, but not be limited to, replenishing all cash
and supplies required by the ATM Equipment and providing all required preventive
and remedial maintenance.

            (c) Client may add additional ATM Equipment to which Fidelity agrees
to provide the ATM Services provided that Client gives Fidelity at least ninety
(90) days' prior written notice of the installation and location of such
additional ATM equipment and provided that the ATM Services can be provided
through such additional ATM Equipment in accordance with Fidelity's then
prevailing service offerings and normal procedures.

            (d) The prices to make the ATM Services available to additional ATM
Equipment will be in accordance with Fidelity's then-current rates for such
equipment.

      2.6 CARD STANDARDS. All access cards issued to Client's customers to
activate any equipment through which the ATM Services may be accessed (the
"Access Cards") shall conform to the data content, format and encoding
specifications specified by Fidelity to Client, in writing, from time to time
during the term of the Agreement.

      2.7 ACCESS TO NETWORKS.

            (a) If as part of the ATM Services provided by Fidelity to Client
hereunder, Client instructs Fidelity to provide Client with access to networks
maintained by Fidelity and/or third parties, Client shall comply with the rules,
regulations, procedures, fees, assessments, penalties and other membership
duties, obligations and costs of such networks, as from time to time in effect,
which are applicable to Client.

            (b) Client will comply with all Fidelity and third party network
rules, regulations, procedures and costs relating to settlement, as from time to
time in effect during the Term of the Agreement.

            (c) Fidelity may, upon receipt of written instructions from any
network to which Fidelity is providing access hereunder, including without
limitation a network owned and/or operated by the Fidelity, immediately cease to
provide to Client, including Client's customers, access to such network.
Fidelity shall use its reasonable efforts to promptly notify Client of such
interruption in network access. Client shall indemnify and hold Fidelity
harmless from any claims, liabilities or losses, including cost and attorney's
fees, resulting from Fidelity's compliance with the written instructions of any
network.

      2.8 Client shall indemnify and save harmless Fidelity from any claims,
liabilities or losses, including costs and attorneys' fees, resulting from (i)
transactions effected with lost, stolen, counterfeit or misused "Access Cards"
issued by, or on behalf of, Client to allow customers of Client to access the
ATM Services, and/or (ii)

                                       27
<PAGE>

actions, omissions or commissions of Client's agents and third party host
processors relating to the ATM Services provided that the indemnity provided for
in this paragraph shall not be applicable to losses caused by the gross
negligence or willful misconduct of Fidelity.

3. LAWS AND GOVERNMENTAL REGULATIONS.

      3.1 Client shall be responsible for compliance with all applicable laws
and governmental regulations related to the ATM Services including, without
limitation, compliance with error and dispute resolution procedures specified by
the Electronic Funds Transfer Act of 1978 and the regulations and
interpretations promulgated thereunder (including, without limitation,
Regulation E of the Board of Governors of the Federal Reserve System). While
Fidelity shall not have any responsibility for compliance with such procedures
or otherwise resolving disputes between Client and its customers, Fidelity shall
use its reasonable efforts to cause the ATM Services to be in compliance with
all applicable laws and governmental regulations.

      3.2 If after the date hereof any modifications to the ATM Services shall
be required by law or by any governmental regulatory authority having authority
over the business of Client, Fidelity shall, except to the extent such changes
may be beyond the capability of the Fidelity switch and/or the Client equipment
to implement, conform the ATM Services to be in compliance with such modified
laws or governmental regulations. Fidelity may, at its discretion, pass on in
whole or in part on an equitable basis to all users the costs of making any such
modification to the ATM Services.

4. PERFORMANCE STANDARDS.

      The parties acknowledge that the following is a list of acceptable time
performance standards (the "Performance Standards"). In the event any
performance is suspected or deemed to be unacceptable, Fidelity shall research
the cause, with Client's reasonable assistance, and will take corrective action
(where Fidelity is responsible) or recommend corrective action (where Client is
responsible) and initiate action for correction as soon as reasonably
practicable.

      Service Level Agreements - Dash ATM/EFT Services:

      1. {****}.

      2. {****}.

      3. {****}.

      4. {****}.

      5. {****}.

      6. {****}.

      7. {****}.

      8. {****}.

      9. {****}.

      Failure to Meet Performance Standards. Fidelity shall not be held liable
for a delay or failure in performance of all or a portion of the Performance
Standards from any cause beyond its control and without its fault or negligence.

                                       28
<PAGE>

                                    EXHIBIT L

                            FORM OF STATEMENT OF WORK

                                 for __________

      This Statement of Work for ______ ("SOW" or "Statement of Work") is
entered into as of _________________________, 2004, and is made pursuant to the
On-Site Outsourcing Agreement (the "Agreement") between Fidelity Information
Services, Inc. ("Fidelity") and Independent Bank Corp. ("CLIENT") dated
effective as of November 1 2004. Unless otherwise stated in this Statement of
Work, all terms defined in the Agreement shall have the same meaning in this
Statement of Work. If there are any conflicts between the provisions of this
Statement of Work and the Agreement, the terms of this Statement of Work shall
control with respect to the subject matter of this Statement of Work. Fidelity
shall provide the Services described below.

1. COMMENCEMENT DATE AND TERM.

      In consideration for CLIENT's payment of the fees set forth below,
Fidelity shall provide Services pursuant to this SOW commencing on ___________,
200_ and will continue to provide these Services until ___________, 200_. This
SOW shall remain in effect for the duration of the project unless it is
terminated for a material default by either party as described in the Agreement.

2. PROJECT DESCRIPTION.

      At the outset of each project, the parties shall generally agree upon the
scope and functionality of each enhancement. Thereafter, there will be a ten
(10) day period of review and signoff of enhancement scope and functionality
both CLIENT and Fidelity, which will be considered final by both parties after
the expiration of ten (10) days, unless otherwise indicated in writing by either
party,

3. DELIVERABLES.

      The following items are key deliverables for this Statement of Work:

4. FIDELITY RESPONSIBILITIES.

      Fidelity shall have responsibility for the following:

      4.1 Assignment of an individual who will serve as Fidelity's primary point
of contact for all communications with CLIENT with respect to this Statement of
Work. Fidelity will provide to CLIENT the name of this individual within five
days after execution of this Statement of Work.

      4.2 Communication of time frames for completion of deliverables to be
provided by Fidelity.

      4.3 Cooperation and consultation with CLIENT as necessary to enable
Fidelity to perform the Services hereunder in a timely manner.

      4.4 Assigning resources who have the skills to fulfill Fidelity's
responsibilities under this Statement of Work.

(THIS LISTING SHOULD ACCURATELY DESCRIBE THE RESPONSIBILITY FIDELITY IS
UNDERTAKING.)

5. CLIENT RESPONSIBILITIES.

      CLIENT shall have responsibility for the following:

      5.1 Assignment of an individual who will serve as CLIENT's primary point
of contact for all communications with Fidelity with respect to this Statement
of Work. CLIENT will provide to Fidelity the name of this individual within five
days after execution of this Statement of Work.

      5.2 Submission to Fidelity of detailed project requirements for the
project and any future projects.

      5.3 Communication of time frames for completion of deliverables to be
provided by Fidelity.

                                       29
<PAGE>

      5.4 Cooperation and consultation with Fidelity as necessary to enable
Fidelity to perform the Services hereunder in a timely manner.

      5.5 Providing all CLIENT-specific and third party computer-related
equipment and software necessary for Fidelity's performance hereunder.

      5.6 If Fidelity is required to use any third party software that is in
addition to the third party software already in use by Fidelity, CLIENT shall be
solely responsible for providing such third party software at its expense.

      5.7 Obtaining any consents necessary for Fidelity's access to and use of
any CLIENT or third party software or systems, at CLIENT's expense, prior to
commencement of Services.

      5.8 CLIENT will not unreasonably delay Fidelity's completion of its
responsibilities under this SOW.

      5.9 CLIENT will provide timely access to CLIENT resources and information.

      5.10 CLIENT resources will have the skills necessary to fulfill CLIENT's
responsibilities under this SOW.

(THIS IS NOT A COMPREHENSIVE LIST. PROJECT-SPECIFIC CLIENT RESPONSIBILITIES MUST
BE ADDED.)

6. ACCEPTANCE,

The parties will develop a mutually agreed upon Software enhancement delivery
process and timeframe which will follow reasonable project management processes
for software development. Following delivery of any enhancement outlined in this
SOW, a ten (10) day period of CLIENT testing, analysis, and signoff will occur.
Signoff will be considered to occur upon the expiration of the ten (10)-day
period, unless otherwise indicated in writing by either party.

7. PROJECT ASSUMPTIONS AND PERFORMANCE RELIEF.

      7.1 Fidelity has made the following assumptions regarding this project.

            (a) All dates referenced in this SOW are subject to change based
upon the Project Plan jointly developed by Fidelity and CLIENT, and mutually
agreed to by both parties.

            (b) CLIENT resources, as defined in the Project Plan, will be
available for the duration of the project. (C) CLIENT has obtained all necessary
consents for Fidelity to have access to and use of any proprietary information
of CLIENT or any other applicable third parties.

            (d) Fidelity retains all rights to any Fidelity-provided software
utilized and developed during this project.

            (e) All deliverables are completed in accordance with this SOW and
the Project Plan.

(THIS IS NOT A COMPREHENSIVE LIST. PROJECT-SPECIFIC ASSUMPTIONS SHOULD BE
ADDED.)

      7.2 Fidelity's ability to fulfill its obligations hereunder is at all
times subject to: the accuracy of these assumptions; CLIENT fulfilling its
obligations; any delays or scope changes caused by CLIENT; and any delays or
stoppages due to occurrences beyond Fidelity's control. Fidelity shall be
relieved of responsibility to fulfill its obligations pursuant to this SOW if
Fidelity's failure to fulfill its obligations is due to problems arising from
any of the foregoing.

      7.3 Furthermore, Fidelity shall not be held liable for failure to fulfill
its obligations hereunder in the case of:

            (a) Failure of CLIENT to provide adequate specifications and/or
requirements;

            (b) Failure of CLIENT to approve a project in a timely fashion; or

            (c) CLIENT growth that exceeds expectations communicated to Fidelity
as of the effective date of this SOW.

8. OUT OF SCOPE.

                                       30
<PAGE>

      The following items are out of scope for the purposes of this Statement of
Work:

9. WORK LOCATION.

      The Services described in this SOW shall be provided at _________________
(the "Service Location"). To the extent necessary for Fidelity's performance of
Services under this Statement of Work, CLIENT shall provide Fidelity with the
following for such times as shall be reasonably necessary for the performance of
Fidelity's obligations hereunder:

      9.1 Access to and use of cubical workspace at the Service Location for all
Fidelity resources.

      9.2 Access to and use of a workstation for each resource.

      9.3 Access to and use of a telephone (for local and long distance business
calling only).

      9.4 Access to and use of an analog phone line to perform remote computer
access to Fidelity's home base.

      9.5 Security access to all platforms necessary to perform the tasks.

10. PROJECT COMPLETION.

      Fidelity shall have completed its Services hereunder when_______________.

11. SERVICE FEES.

      The fees applicable to the Services described in this SOW shall be
________________________. CLIENT hereby agrees to pay Fidelity in accordance
with Section 4 of the Agreement. Fidelity will begin invoicing CLIENT under this
SOW on _______________________________. In addition to the fees referred to
above, CLIENT will reimburse Fidelity for actual travel and living expenses
incurred by Fidelity personnel providing Services to CLIENT. Fidelity will
invoice CLIENT for such expenses, and such expenses will be payable to Fidelity,
in accordance with Section 4 of the Agreement.

IN WITNESS WHEREOF, the undersigned duly authorized representatives of the
parties have executed this Statement of Work as of the date set forth below.

Fidelity Information Services, Inc.              Independent Bank Corp.

By: ______________________________               By: __________________________

Name: ____________________________               Name: ________________________

Title: ___________________________               Title: _______________________

Date: ____________________________               Date: ________________________

                                       31
<PAGE>

                       SERVICE BUREAU PROCESSING AGREEMENT

                    SCHEDULE OF FEES FOR CONTRACTED SERVICES

                             INDEPENDENT BANK CORP.

                                                       REVISED: December 6, 2004
                            AMENDMENT - ATTACHMENT 1

                               ATM/EFT PROCESSING

<TABLE>
<CAPTION>
                               MONTHLY PROCESSING FEES
                      --------------------------------------------
                      1=YES           MONTHLY
                       OR               UNIT               MONTHLY
DESCRIPTION           VOLUME            FEE                  FEE
-------------------  -------          -------              -------
<S>                  <C>              <C>                  <C>
             {****}
</TABLE>

                                        1
<PAGE>

                       SERVICE BUREAU PROCESSING AGREEMENT

                    SCHEDULE OF FEES FOR CONTRACTED SERVICES

                             INDEPENDENT BANK CORP.

                                                       REVISED: December 6, 2004
                            AMENDMENT - ATTACHMENT 1

                                 EDELIVERY SERVICES

<TABLE>
<CAPTION>
                               MONTHLY PROCESSING FEES
                     ---------------------------------------------
                      1=YES           MONTHLY
                       OR               UNIT               MONTHLY
DESCRIPTION           VOLUME            FEE                  FEE
-------------------  -------          -------              -------
<S>                  <C>              <C>                  <C>
               {****}
</TABLE>

                                        2
<PAGE>

                       SERVICE BUREAU PROCESSING AGREEMENT

                    SCHEDULE OF FEES FOR CONTRACTED SERVICES

                             INDEPENDENT BANK CORP.

                                                       REVISED: December 6, 2004
                            AMENDMENT - ATTACHMENT 1

                                 RECAP OF ALL FEES

<TABLE>
<CAPTION>
                               MONTHLY PROCESSING FEES
                     ---------------------------------------------
                      1=YES           MONTHLY
                       OR               UNIT               MONTHLY
DESCRIPTION           VOLUME            FEE                  FEE
-------------------  -------          -------              -------
<S>                  <C>              <C>                  <C>
              {****}
</TABLE>

                                       3