CONFIDENTIAL TREATMENT REQUESTED: INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND IS NOTED WITH THREE ASTERICKS AS FOLLOWS ***. AN UNREDACTED VERSION OF THIS DOCUMENT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Table of Contents

		Page

SECTION 1.	Definitions	1

SECTION 2.	Implementation and Operation of the Consolidated Datafeed	3
2.1.	Deadline	3
2.2.	Expenses; Availability	4
2.3.	Access	4
2.4.	Distribution Guidelines	4
.5.	Updates	4
2.6.	New Components	4

SECTION 3.	License	5
3.1.	License Grant of Consolidated Datafeed	5
3.2.	Sublicenses	5
3.3.	License Grant of Enhanced Components	5
3.4.	Scope of License	5
3.5.	Creation of Reports	5
3.6.	Termination of Existing License	6

SECTION 4.	Support Services	6
4.1.	Service Agreement	6
4.2.	Additional Support Services	6

SECTION 5.	Ownership of Intellectual Property	6
5.1.	Ownership of Consolidated Datafeed	6
5.2.	Ownership of Enhanced Components	7
5.3.	ISS Proprietary Information	7
5.4.	ADP Proprietary Information	8

SECTION 6.	Fees	8
6.1.	Vote Instruction Fee	8
6.2.	Services Fee	8
6.3.	Minimum Monthly Ballot Requests Fee	8
6.4.	Failure to Pay and Overdue Payments	9

SECTION 7.	Representations, Warranties and Covenants	9
7 .1.	ISS Representations	9
7.2.	ADP Representations	9
7.3	ADP Covenants	10
7.4.	ISS Covenants	11
7.5.	Disclaimer of Warranties	12

		Page

SECTION 8.	Pricing Adjustment	12
8.1.	***	12
8.2.	***	12

SECTION 9.	Limitation of Liability	13

SECTION 10.	Indemnification	13
10.1.	ISS Indemnity	13
10.2.	ADP Indemnity	13

SECTION 11.	Confidentiality	14
11.1	Confidential Information	14
11.2	Use of Confidential Information	14
11.3	Unauthorized Use	15
11.4	Return of Information	15
11.5	Tax Treatment	15
11.6	Injunctions	15
11.7	Existing Non Disclosure Agreement	15

SECTION 12.	Term and Termination	15
12.1.	Term	15
12.2.	Termination	16
12.3.	Effect of Termination	17

SECTION 13.	Publicity; Notice	17
13.1.	Notice of ADP System	17

SECTION 14.	Miscellaneous	17
14.1.	Governing Law	17
14.2.	Consent to Jurisdiction	18
14.3.	Waiver of a Jury Trial	18
14.4.	Relationship	18
14.5.	No Promotion	18
14.6.	Notices	18
14.7.	Entire Agreement	19
14.8.	Severability	19
14.9.	Further Assurances	19
14.10.	Force Majeure	19
14.11.	Advertising and Publicity	20
14.12.	Amendments; Waivers	20
14.13.	Assignment	20
14.14.	Successors; Assigns; Third-Party Beneficiaries	20

			Page

14.15.		Survival
14.16.		Counterparts	20
			20
Exhibits, Appendices and Annexes

I.	Exhibit A

II.	Annex I
	A Appendix I

	B Appendix II

III.	Annex II

iii

EXECUTION COPY

DATAFEED LICENSE AGREEMENT

This Datafeed License Agreement (this �Agreement�), entered into on the 27^th day of October, 2003 (�Effective Date�), sets forth the understanding between ADP Investor Communication Services, Inc., a Delaware corporation (�ADP�), and Institutional Shareholder Services, Inc., a Delaware corporation (�ISS�), concerning the implementation and operation of the Consolidated Datafeed to facilitate straight-through processing of Ballots and Vote Instructions.

WHEREAS, ADP owns a Datafeed which ISS wishes to license in connection with the management and tracking of proxy votes by ISS, and ADP wishes to so license the Consolidated Datafeed to ISS for such purposes;

NOW, THEREFORE, be it resolved that, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement hereby agree as follows:

SECTION 1. Definitions

As used herein, the following terms have the following meanings:

�ADP� has the meaning set forth in the Preamble hereto.

�ADP Proprietary Information� has the meaning set forth in Section 5.4(a).

�Affiliate� means, with respect to any Person, (a) any Person directly or indirectly controlling, controlled by or under common control with such Person and (b) any executive officer or director of such Person. For purposes of this definition, the terms �controlling,� �controlled by,� or �under common control with� shall mean possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

�Agreement� has the meaning set forth in the preamble hereto. Agreement, as used herein, shall include all Exhibits, Annexes, Schedules and Appendices attached hereto.

�Applicable Law� means, as to any Person, any statute, law, rule, regulation, directive, treaty, judgment, order, decree or injunction of any Governmental Authority that is applicable to or binding upon such Person or any of its properties.

�Ballot� means any voteable position identified by ADP to be sent to ISS by any means.

�Business Day� means a day other than a Saturday, Sunday or other day on which banks in the State of New York are not required or authorized to close

�Confidential Information� has the meaning set forth in Section 11.2.

�Consolidated Datafeed� means the specific data exchanges of the consolidated agenda file, consolidated meeting file, consolidated director file, consolidated ballot file datafeed and the returned ballot confirmation file and vote instruction files for accounts of institutions for which ISS has voting authority.

�Datafeed Vote Instruction Fee� has the meaning set forth in Section 6.1.

�Disclosing Party� has the meaning set forth in Section 11.1.

�Downtime� means those periods of time during which the Consolidated Datafeed is not available to ISS for purposes of processing meeting, agenda and Ballot information, but not including Scheduled Maintenance and Unscheduled Maintenance.

�Effective Date� means the date of this Agreement.

�Enhanced Components� has the meaning set forth in Section 3.3.

�Extended Third-Party Agreement� has the meaning set forth in Section 8.3.

�File Transfer� means a file transfer that is encrypted using the SCP (secure copy) over SSH (secure shell) open standards based protocol or its equivalent as mutually agreed to by ADP and ISS

�Governmental Authority� means any domestic or foreign government, governmental authority, court, tribunal, agency or other regulatory, administrative or judicial agency, commission or organization, and any subdivision, branch or department of any of the foregoing.

�Initial Term� has the meaning set forth in Section 12.1.

�ISS� has the meaning set forth in the Preamble hereto.

�ISS Agenda Codes� has the meaning set forth in the Statement of Work.

�ISS Business� has the meaning set forth in Section 3.1.

�ISS Proprietary Information� has the meaning set forth in Section 5.3(a).

�ISS Vote Instructions� has the meaning set forth in the Statement of Work.

�Live Date� has the meaning set forth in Section 2.1.

�Material Adverse Effect� means a material adverse effect on the business, financial condition, assets or results of operations of a party.

�Minimum Monthly Ballot Requests Fee� has the meaning set forth in Section 6.3.

�Monthly Fee Ballot Percentage� has the meaning set forth in Section 6.3.

�Nominees� has the meaning set forth in Section 12.2(e).

�Person� means any natural person, corporation, partnership, limited liability company, trust or any other legal entity.

�Proxy Edge License Agreement� has the meaning set forth in Section 3.6.

�Receiving Party� has the meaning set forth in Section 11.1.

�Revised Term� has the meaning set forth in Section 8.2.

�Scheduled Maintenance� means those periods of time, during which ADP performs maintenance to or repairs all or part of the Consolidated Datafeed. Any Scheduled Maintenance shall occur between 11:00 a.m. and 4:00 p.m. E.S.T. on Saturday or Sunday, and is subject to prior e-mail notification to ISS, at least two weeks in advance of the Scheduled Maintenance.

�Service Agreement� has the meaning set forth in Section 4.1.

�Services� has the meaning set forth in Section 4.2.

�Statement of Work� has the meaning set forth in Section 2.1.

�Support Services� has the meaning set forth in Section 4.1.

�Term� has the meaning set forth in Section 12.1.

�Third-Party Agreement� has the meaning set forth in Section 8.1.

�Third-Party Favorable Terms� has the meaning set forth in Section 8.2.

�Transition Period� has the meaning set forth in Section 12.3.

�Unsanctioned Method or Unsanctioned Form� means any method or form of Vote Instruction transmitted electronically by ISS other than through such method or form prescribed by ADP in the instructions published and available for review by a user upon accessing the applicable electronic form or method in question.

�Unscheduled Maintenance� means those periods of time, aside from Scheduled Maintenance periods, during which ADP performs maintenance to or repairs all or part of the Consolidated Datafeed.

�Vote Instruction� means any instruction given by a beneficial owner of a security that directs a Person with legal authority to vote such security and which is transmitted to ADP.

SECTION 2. Implementation and Operation of the Consolidated Datafeed.

2.1. Deadline. The parties shall implement and operate the Consolidated Datafeed pursuant to the statement of work attached hereto as Exhibit A, which shall include a

detailed migration plan (the �Statement of Work�). The completion of the Consolidated Datafeed migration and implementation shall be deemed to have occurred when the Consolidated Datafeed is fully operational, which shall be no later than January 8, 2004 (the �Live Date�); provided, however, that in the event any of the migration milestones set forth in the Statement of Work have not been met, the deadline for implementation of the Consolidated Datafeed shall be extended by the parties to a date to be mutually agreed upon in good faith (the date upon which the Consolidated Datafeed is fully operational shall be deemed to be the Live Date). The obligations of ISS and ADP with respect to implementation are set forth in this Section 2 and the Statement of Work. Notwithstanding the foregoing, either party may terminate this Agreement in the event that the Consolidated Datafeed is not fully operational by September 1, 2004.

2.2. Expenses; Availability. ADP shall, at its expense, provide the Consolidated Datafeed to ISS in the ADP standard format and as described in the related documentation. ADP shall provide ISS in a timely manner related documentation, which will include a data dictionary describing each data field (with mandatory or optional designations and acceptable values for the data fields) and sample files. The Consolidated Datafeed will be delivered in the manner set forth in the Statement of Work, or as otherwise agreed between both parties. ADP shall ensure that the Consolidated Datafeed is available to ISS at all times, other than during Scheduled Maintenance, Unscheduled Maintenance or emergency maintenance as set forth in the Statement of Work.

2.3. Access. ISS may access the Consolidated Datafeed from any ISS personal computer, local area network or other central processing unit located at any ISS facility. ISS shall provide at its own expense all communications equipment, including telephone lines and modems, usage or connect charges, necessary for access to the Consolidated Datafeed.

2.4. Distribution Guidelines. ADP will be responsible for the accuracy, completeness, and timely availability of meeting notice, ballots and agenda data on the Consolidated Datafeed that are generated, in keeping with ADP�s normal standards for delivery of such information.<