Shareowner Services Agreement

SHAREOWNER SERVICES AGREEMENT

Parties

Recitals

WHEREAS, the Company, a corporation duly organized and existing under the laws of , desires to engage a qualified service provider to perform shareowner services for the Company's registered and beneficial holders of common stock; and

WHEREAS, the Service Provider represents that it is experienced in transfer agent, registrar, recordkeeping and distribution services and is willing to provide such services on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows, effective as of .

Scope of Work

The Service Provider shall perform shareowner services including, without limitation, transfer agent functions, registrar duties, maintenance of the shareowner ledger, processing of transfers and assignments of shares, issuance and cancellation of certificates (if applicable), disbursement of dividends and distributions, proxy and meeting support, delivery of required notices to shareowners, and preparation of reports to the Company.

Payment Terms

The Company shall pay the Service Provider the fees and expenses set forth below in consideration for the services to be performed under this Agreement. All fees are exclusive of applicable taxes unless otherwise stated.

Term and Termination

This Agreement commences on and continues until , unless earlier terminated in accordance with this Article.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination for cause is effective upon the non-breaching party's written notice if the breach is not cured within the cure period.

Upon termination or expiration, the Service Provider shall deliver to the Company all shareowner records, data and materials in a format reasonably requested by the Company and shall cooperate to effect an orderly transfer of services. Expenses of any transition shall be allocated as provided in the fee schedule or as otherwise agreed in writing.

Confidentiality

The Service Provider shall treat as confidential all non-public information furnished by the Company or obtained in the course of performing services ("Confidential Information"). The Service Provider shall not use, disclose or permit access to Confidential Information except as necessary to perform the services or as otherwise required by law. The Service Provider shall implement and maintain administrative, technical and physical safeguards appropriate to the sensitivity of the Confidential Information to protect against unauthorized access, use or disclosure.

Confidential Information shall not include information that (a) is or becomes generally available to the public through no fault of the Service Provider, (b) is already in the Service Provider's possession prior to disclosure by the Company, or (c) is rightfully obtained from a third party without restriction and without breach of this Agreement. Upon termination, the Service Provider shall return or destroy Confidential Information as directed by the Company, except to the extent retention is required by law or necessary for dispute resolution or compliance with regulatory obligations.

Liability; Indemnification

The Service Provider shall be liable for direct damages arising from its negligent performance or willful misconduct in the provision of services. Except for willful misconduct or gross negligence, neither party shall be liable for consequential, special or punitive damages. The Service Provider shall defend, indemnify and hold the Company harmless from third-party claims to the extent arising out of the Service Provider's breach of this Agreement or negligent or willful acts or omissions.

Data Security and Regulatory Compliance

The Service Provider shall comply with applicable laws and regulations governing securities transfer and data protection, and shall maintain commercially reasonable security measures to protect personal data and shareowner information. The Service Provider shall promptly notify the Company of any security incident affecting Confidential Information and shall cooperate in remediation and required notifications.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties agree that exclusive jurisdiction and venue for any dispute arising under this Agreement shall be the state and federal courts located in such state.

Entire Agreement; Amendments

This Agreement, including any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment or waiver shall be effective unless in writing and signed by both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except that the Company may assign this Agreement to an affiliate or successor in connection with a merger or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing.

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