BROADRIDGE FINANCIAL SOLUTIONS, INC. (Form: 10-Q, Received: 05/10/2010 14:52:52)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-33220

BROADRIDGE FINANCIAL SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		33-1151291
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

1981 Marcus Avenue Lake Success, NY		11042
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (516) 472-5400

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares outstanding of the registrant’s common stock, $0.01 par value, as of May 3, 2010 was 136,186,256.

TABLE OF CONTENTS


ITEM		PAGE

PART I.	FINANCIAL INFORMATION	3

Item 1.	FINANCIAL STATEMENTS	3

Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	14

Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	24

Item 4.	CONTROLS AND PROCEDURES	24

PART II.	OTHER INFORMATION	25

Item 1.	LEGAL PROCEEDINGS	25

Item 1A.	RISK FACTORS	25

Item 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	26

Item 3.	DEFAULTS UPON SENIOR SECURITIES	27

Item 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	27

Item 5.	OTHER INFORMATION	27

Item 6.	EXHIBITS	28

PART I. FINANCIAL INFORMATION

Item 1.

FINANCIAL STATEMENTS

Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Earnings

(In millions, except per share amounts)

(Unaudited)


	Three Months Ended March 31,						Nine Months Ended March 31,
	2010			2009			2010			2009
Revenues	$	490.8		$	463.7		$	1,458.7		$	1,356.7

Cost of revenues		380.9			357.3			1,119.1			1,033.7
Selling, general and administrative expenses		60.0			48.7			171.8			164.4
Other (income) expenses, net		1.5			3.2			8.4			(3.7	)

Total expenses		442.4			409.2			1,299.3			1,194.4

Earnings from continuing operations before income taxes		48.4			54.5			159.4			162.3
Provision for income taxes		17.6			13.3			50.5			55.0

Net earnings from continuing operations		30.8			41.2			108.9			107.3
Loss from discontinued operations, net of tax benefit		(5.9	)		(0.3	)		(24.0	)		(0.9	)

Net earnings	$	24.9		$	40.9		$	84.9		$	106.4


Earnings per share:
Basic earnings per share from continuing operations	$	0.23		$	0.30		$	0.80		$	0.77
Basic loss per share from discontinued operations		(0.05	)		(0.01	)		(0.18	)		(0.01	)

Basic earnings per share	$	0.18		$	0.29		$	0.62		$	0.76


Diluted earnings per share from continuing operations	$	0.22		$	0.29		$	0.78		$	0.76
Diluted loss per share from discontinued operations		(0.04	)		—			(0.17	)		(0.01	)

Diluted earnings per share	$	0.18		$	0.29		$	0.61		$	0.75


Weighted-average shares outstanding:
Basic		134.8			139.5			136.2			140.0
Diluted		138.8			141.2			139.6			141.6

Dividends declared per common share	$	0.14		$	0.07		$	0.42		$	0.21

See Notes to Condensed Consolidated Financial Statements.

Broadridge Financial Solutions, Inc.

Condensed Consolidated Balance Sheets

(In millions, except per share amounts)

(Unaudited)


	March 31, 2010			June 30, 2009
Assets
Current assets:
Cash and cash equivalents	$	177.9		$	173.4
Accounts receivable, net of allowance for doubtful accounts of $1.8 and $2.3, respectively		354.5			381.0
Other current assets		145.5			83.2
Assets of discontinued operations		1,460.3			1,414.2

Total current assets		2,138.2			2,051.8
Property, plant and equipment, net		75.5			75.4
Other non-current assets		124.3			136.3
Goodwill		491.6			481.8
Intangible assets, net		34.3			29.4

Total assets	$	2,863.9		$	2,774.7


Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	94.4		$	72.0
Accrued expenses and other current liabilities		202.4			216.7
Deferred revenues		96.8			34.6
Liabilities of discontinued operations		1,185.9			1,106.6

Total current liabilities		1,579.5			1,429.9
Long-term debt		324.1			324.1
Other non-current liabilities		54.9			60.8
Deferred revenues		48.4			50.9

Total liabilities		2,006.9			1,865.7

Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock: Authorized, 25.0 shares; issued and outstanding, none		—			—
Common stock, $0.01 par value: Authorized, 650.0 shares; issued, 143.9 shares and 141.8 shares, respectively; outstanding, 134.8 shares and 139.3 shares, respectively		1.4			1.4
Additional paid-in capital		568.2			505.9
Retained earnings		460.4			432.3
Treasury stock—at cost, 9.1 shares and 2.5 shares, respectively		(180.0	)		(37.5	)
Accumulated other comprehensive income		7.0			6.9

Total stockholders’ equity		857.0			909.0

Total liabilities and stockholders’ equity	$	2,863.9		$	2,774.7

See Notes to Condensed Consolidated Financial Statements.

Broadridge Financial Solutions, Inc.

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


	Nine Months Ended March 31,
	2010			2009
Cash Flows From Operating Activities
Net earnings	$	84.9		$	106.4
Adjustments to reconcile Net earnings to net cash flows provided by (used in) operating activities:
Loss from discontinued operations		24.0			0.9
Depreciation and amortization		30.3			28.9
Amortization of other assets		12.2			11.2
Deferred income taxes		(17.5	)		(2.0	)
Stock-based compensation expense		21.0			21.6
Excess tax benefits from the issuance of stock-based compensation awards		(2.9	)		(0.1	)
Gain on purchase of senior notes		—			(8.4	)
Other		4.8			(5.0	)
Changes in operating assets and liabilities:
Current assets and liabilities:
Decrease in Accounts receivable		25.0			67.5
Increase in Other current assets		(53.8	)		(63.7	)
Increase (Decrease) in Accounts payable		15.1			(13.9	)
Decrease in Accrued expenses and other current liabilities		(27.0	)		(64.1	)
Increase in Deferred revenues		62.1			58.0
Non-current assets and liabilities:
Increase in Other non-current assets		(7.2	)		(10.7	)
Increase in Other non-current liabilities		9.8			4.2

Net cash flows provided by operating activities of continuing operations		180.8			130.8


Cash Flows From Investing Activities
Capital expenditures		(22.5	)		(13.4	)
Purchases of intangibles		(6.5	)		(2.0	)
Acquisitions, net of cash acquired		(11.3	)		(14.9	)

Net cash flows used in investing activities of continuing operations		(40.3	)		(30.3	)


Cash Flows From Financing Activities
Payments on Long-term debt		—			(114.4	)
Dividends paid		(47.6	)		(28.1	)
Proceeds from exercise of stock options		40.0			3.5
Purchases of Treasury stock		(142.5	)		(17.9	)
Excess tax benefits from the issuance of stock-based compensation awards		2.9			0.1

Net cash flows used in financing activities of continuing operations		(147.2	)		(156.8	)


Cash flows from discontinued operations:
Cash flows provided by operating activities		20.8			180.4
Cash flows provided by (used in) financing activities		8.9			(8.2	)

Net cash provided by discontinued operations		29.7			172.2


Effect of exchange rate changes on Cash and cash equivalents		1.9			(3.9	)

Net change in Cash and cash equivalents		24.9			112.0
Cash and cash equivalents, beginning of period		173.4			54.7
Cash and cash equivalents of discontinued operations, beginning of period		107.5			143.6

Cash and cash equivalents, end of period		305.8			310.3
Less Cash and cash equivalents from discontinued operations, end of period		127.9			204.5

Cash and cash equivalents of continuing operations, end of period	$	177.9		$	105.8


Supplemental disclosure of cash flow information:
Cash payments made for interest	$	5.3		$	10.1
Cash payments made for income taxes	$	82.5		$	107.6

See Notes to Condensed Consolidated Financial Statements.

Broadridge Financial Solutions, Inc.

Notes to Condensed Consolidated Financial Statements

(Tabular dollars in millions, except per share amounts)

(Unaudited)

NOTE 1. BASIS OF PRESENTATION

A. Description of Business . Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) is a leading global provider of investor communication solutions, and securities processing and outsourcing solutions to the financial services industry. The Company previously classified its operations into three reportable segments, Investor Communication Solutions, Securities Processing Solutions and Clearing and Outsourcing Solutions. On November 2, 2009, Broadridge announced that it had entered into a definitive agreement to sell substantially all contracts of the securities clearing clients of the Clearing and Outsourcing Solutions business. Securities clearing services refers to the process of matching, recording and processing securities transaction instructions and exchanging payments between counterparties and providing financing for client inventory through margin lending. Operations outsourcing services allow broker-dealers to outsource certain administrative functions relating to the securities clearing and settlement process to Broadridge. Beginning in the second quarter of fiscal year 2010, the securities clearing activities are presented as a discontinued operation and the operations outsourcing solutions business retained by Broadridge is included within the Securities Processing Solutions business segment. Broadridge only delivers operations outsourcing solutions on our Securities Processing Solutions technology platforms. See Note 6, “Discontinued Operations” for detailed information on discontinued operations and Note 12, “Interim Financial Data by Segment” for restated segment information. The Company now classifies its continuing operations into the following two reportable segments:

•

Investor Communication Solutions —provides solutions for the processing and distribution of proxy materials to investors, including vote processing, and for the distribution of regulatory reports and corporate action/reorganization event information, as well as tax reporting solutions. Investor Communication Solutions also provides financial information distribution and transaction reporting services to both financial institutions and securities issuers. These services include the processing and distribution of account statements and trade confirmations, traditional and personalized document fulfillment and content management services, and imaging, archival and workflow solutions.

•

Securities Processing Solutions —provides advanced, computerized real-time transaction processing services that automate the securities transaction lifecycle. Securities Processing Solutions’ products and services include desktop productivity tools and portfolio management, order capture and execution, trade confirmation, settlement and accounting services. Additionally, the Company’s operations outsourcing solutions allow broker-dealers to outsource certain administrative functions relating to securities clearing and settlement, from order entry to trade matching and settlement, while maintaining their ability to finance and capitalize their own business.

B. Basis of Presentation . The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.”). These financial statements present the consolidated position of the Company. These financial statements include the entities in which the Company directly or indirectly has a controlling financial interest and various entities in which the Company has investments recorded under both the cost and equity methods of accounting. Intercompany balances and transactions have been eliminated. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2009 (the “2009 Annual Report”) filed with the Securities and Exchange Commission (the “SEC”). These Condensed Consolidated Financial Statements include all normal and recurring adjustments necessary for a fair presentation of the Company’s financial position at March 31, 2010 and June 30, 2009, the results of its operations for the three and nine months ended March 31, 2010 and 2009 and its cash flows for the nine months ended March 31, 2010 and 2009.

C. Financial Instruments . Substantially all of the financial instruments of the Company other than Long-term debt are carried at fair values, or at carrying amounts that approximate fair values because of the short maturity of the instruments. The carrying value of the Company’s long-term variable-rate term loan facility approximates fair value because these instruments reflect market changes to interest rates. The carrying value of the Company’s long-term fixed-rate senior notes represents the face value of the long-term fixed-rate senior notes net of the unamortized discount. The fair value of the Company’s long-term fixed-rate senior notes is based on quoted market prices.

D. Cash and Cash Equivalents . Cash and cash equivalents also include cash of $7.7 million as of March 31, 2010 held on behalf of transfer agent clients. A corresponding liability is also included as a current liability in Accrued expenses and other current liabilities on the accompanying Condensed Consolidated Balance Sheets.

Broadridge Financial Solutions, Inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

(Tabular dollars in millions, except per share amounts)

(Unaudited)

E. Subsequent Events . In preparing the accompanying Condensed Consolidated Financial Statements, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) No. 855, “Subsequent Events,” the Company has reviewed events that have occurred after March 31, 2010, through the date of issuance of the financial statements. During this period, the Company did not have any material subsequent events.

NOTE 2. NEW ACCOUNTING PRONOUNCEMENTS

On July 1, 2008, the Company adopted new accounting guidance on fair value measurements. This new guidance defines fair value, establishes a framework for measuring fair value based on generally accepted accounting principles and expands disclosures about fair value measurements. The new guidance was effective for the Company beginning July 1, 2008, for certain financial assets and liabilities. Refer to Note 5, “Fair Value of Financial Instruments,” for additional information regarding our fair value measurements for financial assets and liabilities. The new guidance became effective for non-financial assets and liabilities recognized or disclosed at fair value on a non-recurring basis beginning July 1, 2009, and the application of this guidance did not have a material impact on the Company’s results of operations, cash flows or financial position.

In December 2007, the FASB issued new accounting guidance on business combinations and non-controlling interests in consolidated financial statements. The new guidance revises the method of accounting for a number of aspects of business combinations and non-controlling interests, including acquisition costs, contingencies (including contingent assets, contingent liabilities and contingent purchase price), the impacts of partial and step-acquisitions (including the valuation of net assets attributable to non-acquired minority interests), and post acquisition exit activities of acquired businesses. The new guidance became effective for the Company beginning July 1, 2009, and the application of this guidance did not have a material impact on the Company’s results of operations, cash flows or financial position.

No other new accounting pronouncement issued or effective during the nine months ended March 31, 2010 has had or is expected to have a material impact on the Condensed Consolidated Financial Statements.

NOTE 3. EARNINGS PER SHARE

Basic earnings per share (“EPS”) is calculated by dividing the Company’s Net earnings by the basic Weighted-average shares outstanding for the periods presented.

The computation of diluted EPS did not include 2.7 million and 2.2 million options to purchase Broadridge common stock for the three months ended March 31, 2010 and 2009, respectively, and 4.3 million and 8.6 million options to purchase Broadridge common stock for the nine months ended March 31, 2010 and 2009, respectively, as the effect of their inclusion would have been anti-dilutive.

The following table sets forth the denominators of the basic and diluted EPS computations:


	Three Months Ended March 31,		Nine Months Ended March 31,
	2010	2009	2010	2009

Weighted-average shares outstanding:
Basic	134.8	139.5	136.2	140.0
Common stock equivalents	4.0	1.7	3.4	1.6

Diluted	138.8	141.2	139.6	141.6

NOTE 4. OTHER (INCOME) EXPENSES, NET

Other (income) expenses, net consisted of the following:


	Three Months Ended March 31,						Nine Months Ended March 31,
	2010			2009			2010			2009
Interest expense on borrowings	$	2.5		$	3.5		$	7.5		$	12.1
Interest income		(0.1	)		(0.2	)		(0.2	)		(0.7	)
Foreign currency exchange (gain) loss		(1.1	)		(0.2	)		0.4			(6.9	)
Gain from purchase of senior notes		—			—			—			(8.4	)
Other, net		0.2			0.1			0.7			0.2

Other (income) expenses, net	$	1.5		$	3.2		$	8.4		$	(3.7	)

Broadridge Financial Solutions, Inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

(Tabular dollars in millions, except per share amounts)

(Unaudited)

NOTE 5. FAIR VALUE OF FINANCIAL INSTRUMENTS

Accounting guidance on fair value measurements for certain financial assets and liabilities requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:


Level 1		Inputs that are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2		Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly.

Level 3		Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

In valuing assets and liabilities, the Company is required to maximize the use of quoted market prices and minimize the use of unobservable inputs. The Company calculates the fair value of our Level 1 and Level 2 instruments based on the exchange traded price of similar or identical instruments where available or based on other observable instruments. These calculations take into consideration the credit risk of both the Company and our counterparties. The Company has not changed its valuation techniques in measuring the fair value of any financial assets and liabilities during the period.

The following table sets forth the Company’s financial assets and liabilities as of March 31, 2010 that are measured at fair value on a recurring basis during the period, segregated by level within the fair value hierarchy:


	Level 1		Level 2		Level 3		Total
Assets of continuing operations:
Cash and cash equivalents:
Money market funds	$	116.7	$	—	$	—	$	116.7

Total	$	116.7	$	—	$	—	$	116.7

The Company did not have any financial assets that met the classification of Level 3 assets during the quarter ended March 31, 2010.

See Note 6, “Discontinued Operations,” for the fair value of non-financial assets related to the impairment of assets of discontinued operations.

NOTE 6. DISCONTINUED OPERATIONS

In November 2009, the Company and Ridge Clearing and Outsourcing Solutions, Inc. (“Ridge Clearing”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Penson Worldwide, Inc. (“PWI”) and Penson Financial Services, Inc., a wholly owned subsidiary of PWI (“PFSI”), to sell substantially all contracts of the securities clearing clients of Ridge Clearing to PFSI.

Under the terms of the Asset Purchase Agreement, Broadridge will receive between $40 million and $50 million in total consideration from PWI consisting of a five-year subordinated note from PWI and shares of PWI’s common stock in an amount calculated as the lesser of one-third of the total consideration and an amount not exceeding 9.9% of PWI’s outstanding common stock. The specific amount of such consideration will be determined immediately prior to closing pursuant to an agreed upon formula based on the revenues attributable to the contracts being purchased by PFSI. The purchase price will be subject to certain post-closing adjustments upon the occurrence of certain agreed upon events. It is anticipated that the transaction will close in the fourth quarter of fiscal year 2010, subject to the satisfaction of customary closing conditions, including regulatory approvals. As part of this transaction, the Company will discontinue its securities clearing services business but will continue to provide operations outsourcing solutions aligned with the Securities Processing Solutions business.

The results of the securities clearing business, which previously were included in the Clearing and Outsourcing Solutions segment, are included in Loss from discontinued operations, net of tax benefit, for all periods presented. The net assets associated with the securities clearing business, totaling $274.4 million and $307.6 million, have been reclassified to Assets of discontinued operations as of March 31, 2010 and June 30, 2009, respectively.

For a period of time, the Company will continue to generate cash flows and to report income statement activity in Loss from discontinued operations, net of tax benefit, associated with the securities clearing business. The activities that give rise to these cash flows and income statement activities are transitional in nature.

Broadridge Financial Solutions, Inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

(Tabular dollars in millions, except per share amounts)

(Unaudited)

The following summarized financial information related to the securities clearing business has been segregated from continuing operations and reported as discontinued operations:


	Three Months Ended March 31,						Nine Months Ended March 31,
	2010			2009			2010			2009
Revenues	$	18.2		$	17.5		$	57.2		$	56.1

Loss from discontinued operations, before tax benefit	$	—		$	(0.5	)	$	(0.2	)	$	(1.5	)
Income tax benefit		—			0.2			—			0.6

Net loss from discontinued operations, before impairment of assets		—			(0.3	)		(0.2	)		(0.9	)
Net loss on impairment of assets of discontinued operations, net of tax benefit of $3.6 and $14.8, respectively		(5.9	)		—			(23.8	)		—

Loss from discontinued operations, net of tax benefit	$	(5.9	)	$	(0.3	)	$	(24.0	)	$	(0.9	)

The net loss on impairment of assets represents the write-down of the value of the Assets of discontinued operations to the net realizable value of the assets that the Company believes is appropriate using valuations that require inputs that are both significant to the fair value measurement and unobservable as detailed under Level 3 fair value measurement guidelines for disclosure. For the three months ended March 31, 2010, the increase in net loss on impairment of assets of discontinued operations represents the loss of a large customer that will not be converting their business to PFSI, which reduces the amount of consideration to be received from PFSI and increases the loss.

The following assets and liabilities have been segregated and classified as Assets of discontinued operations and Liabilities of discontinued operations, as appropriate, in the consolidated balance sheet as of March 31, 2010 and June 30, 2009, respectively. These assets and liabilities relate to the securities clearing business described above, totaling $274.4 million and $307.6 million. The amounts presented below were adjusted to exclude intercompany receivables and payables between the business held for sale and the Company, which are to be excluded from the disposition.


	March 31, 2010		June 30, 2009
Assets
Cash and cash equivalents	$	127.9	$	107.5
Cash and securities segregated for regulatory purposes and securities deposited with clearing organizations		199.6		246.5
Securities clearing receivables, net of allowance for doubtful accounts of $2.0 and $2.0, respectively		1,121.0		1,011.3
Other assets		11.8		48.9

Total assets of discontinued operations		1,460.3		1,414.2


Liabilities
Accrued expenses and other current liabilities		18.2		18.5
Securities clearing payables		1,167.7		1,088.1

Total liabilities of discontinued operations		1,185.9		1,106.6


Net assets of discontinued operations	$	274.4	$	307.6

Securities clearing receivables/payables and segregated cash will be converted to cash shortly after the close of the transaction, with any excess cash remaining with the Company.

In addition, the Asset Purchase Agreement requires PWI to provide $50.0 million as additional regulatory capital with respect to its operations pertaining to the correspondent clearing contracts to be acquired. In the event PWI does not have other resources available to provide these funds, Broadridge has agreed to lend this amount to PWI pursuant to an eighteen-month subordinated note (the “Backstop Note”) payable by PWI and bearing interest at an annual rate equal to 90-day LIBOR plus 11%.

As a registered broker-dealer and member of the New York Stock Exchange (“NYSE”) and the Financial Industry Regulatory Authority (“FINRA”), Ridge Clearing is subject to the Uniform Net Capital Rule 15c3-1 of the Securities Exchange Act of 1934, as amended (“Rule 15c3-1”). Ridge Clearing computes its net capital under the alternative method permitted by Rule 15c3-1, which requires Ridge Clearing to maintain minimum net capital equal to the greater of $1.5 million or 2% of aggregate debit items arising from customer transactions. The NYSE and FINRA may require a member firm to reduce its business if its net capital is less than 4% of aggregate debit items, or may prohibit a member firm from expanding its business or paying cash dividends if resulting net capital would be less than 5% of aggregate debit items. At March 31, 2010, Ridge Clearing had net capital of $234.4 million, which was approximately 29.4% of aggregate debit items and exceeded the minimum requirements by $218.5 million.

Broadridge Financial Solutions, Inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

(Tabular dollars in millions, except per share amounts)

(Unaudited)

NOTE 7. BORROWINGS

The Company’s outstanding borrowings consisted of the following:


	Expiration Date	March 31, 2010		June 30, 2009
Long-term
Term loan facility	March 2012	$	200.0	$	200.0
Senior notes	June 2017		124.1		124.1

		$	324.1	$	324.1

In addition, the Company has a five-year revolving credit facility that expires in March 2012 that has an available capacity of $500.0 million, and a revolving credit facility under which Ridge Clearing is the borrower and the Company is the guarantor that expires in August 2010 (which may be extended to August 2011 subject to certain conditions) that has an available capacity of $75.0 million. No amounts were outstanding under these credit facilities at March 31, 2010.

At March 31, 2010 and June 30, 2009, the Company was not aware of any instances of non-compliance with the financial covenants of its borrowings’ obligations.

The fair value of the fixed-rate senior notes at March 31, 2010 was $127.3 million based on quoted market prices. The carrying value of the variable-rate term loan facility approximates fair value. Amounts are due on the expiration dates listed above.

NOTE 8. STOCK-BASED COMPENSATION

The activity related to the Company’s incentive equity awards for the three months ended March 31, 2010 consisted of the following:


	Stock Options				Time-based Restricted Stock				Performance-based Restricted Stock
	Number of Options (c)		Weighted- Average Exercise Price		Number of Shares		Weighted- Average Grant Date Fair Value		Number of Shares		Weighted- Average Grant Date Fair Value
Balances at December 31, 2009	17,156,269		$	18.94	2,860,678		$	17.03	929,493		$	16.93
Granted	1,281,500			23.31	12,000			21.42	—			—
Exercised (a)	(609,822	)		18.75	—			—	—			—
Vesting of restricted shares	—			—	(65,859	)		16.94	(5,363	)		18.34
Expired/forfeited	(32,648	)		19.60	(13,550	)		21.36	—			—

Balances at March 31, 2010 (b)	17,795,299		$	19.26	2,793,269		$	17.03	924,130		$	16.92

(a)	Stock options exercised during the period of January 1, 2010 through March 31, 2010 had an intrinsic value of $2.1 million.

(b)	As of March 31, 2010, the Company’s outstanding “in the money” stock options using the March 31, 2010 closing share price of $21.38 (approximately 13.4 million shares) had an aggregate intrinsic value of $45.3 million.

(c)	Options outstanding as of March 31, 2010 have a weighted-average remaining contractual life of 5.0 years and 14.4 million options are exercisable.

The activity related to the Company’s incentive equity awards for the nine months ended March 31, 2010 consisted of the following:


	Stock Options				Time-based Restricted Stock				Performance-based Restricted Stock
	Number of Options		Weighted- Average Exercise Price		Number of Shares		Weighted- Average Grant Date Fair Value		Number of Shares		Weighted- Average Grant Date Fair Value
Balances at June 30, 2009	18,659,152		$	18.86	1,958,112		$	16.35	533,400		$	15.72
Granted	1,281,500			23.31	983,867			18.60	396,093	(a)		18.56
Exercised (b)	(2,071,273	)		18.16	—			—	—			—
Vesting of restricted shares	—			—	(102,055	)		17.07	(5,363	)		18.34
Expired/forfeited	(74,080	)		19.32	(46,655	)		21.51	—			—

Balances at March 31, 2010	17,795,299		$	19.26	2,793,269		$	17.03	924,130		$	16.92

(a)

Includes 56,122 performance-based restricted stock units granted upon the approval of the achievement of pre-set financial performance goals as of June 30, 2009. The achievement of the pre-set performance goals allowed associates to earn from 0% to 150% of their targeted restricted stock unit grants. These restricted stock units vest and convert into shares on April 1, 2010.

(b)	Stock options exercised during the period of July 1, 2009 through March 31, 2010 had an intrinsic value of $7.0 million.

The Company has stock-based compensation plans under which we annually grant stock option and restricted stock awards. Exercise prices on options granted have been and continue to be set equal to the market price of the underlying shares on the date of the grant (except the special stock option grants which have a premium strike price), with the measurement of stock-based compensation expense recognized in net earnings based on the fair value of the award on the date of grant. Stock-based compensation expense of $7.7 million and $6.3 million, respectively, as well as related tax benefits of $2.9 million and $2.4 million, respectively, were recognized in earnings from continuing operations for the three months ended March 31, 2010 and 2009. Stock-based compensation expense of $21.0 million and $21.6 million, respectively, as well as related tax benefits of $7.8 million and $8.1 million, respectively, were recognized in earnings from continuing operations for the nine months ended March 31, 2010 and 2009.

Stock-based compensation expense of $0.3 million and $0.3 million, respectively, as well as related tax benefits of $0.1 million and $0.1 million, respectively, were recognized in earnings from discontinued operations for the three months ended March 31, 2010 and 2009. Stock-based compensation expense of $0.8 million and $0.8 million, respectively, as well as related tax benefits of $0.3 million and $0.3 million, respectively, were recognized in earnings from discontinued operations for the nine months ended March 31, 2010 and 2009.

As of March 31, 2010, the total remaining unrecognized compensation cost related to non-vested stock options and restricted stock awards amounted to $10.8 million and $27.0 million, respectively, which will be amortized over the weighted-average remaining requisite service periods of 2.7 years and 1.7 years, respectively.

For stock options issued, the fair value of each stock option was estimated on the date of grant using a binomial option pricing model. The binomial model considers a range of assumptions related to volatility, risk-free interest rate and employee exercise behavior. Expected volatilities utilized in the binomial model are based on a combination of implied market volatilities, historical volatility of the Company’s stock price and other factors. Similarly, the dividend yield is based on historical experience and expected future changes. The risk-free rate is derived from the U.S. Treasury yield curve in effect at the time of grant. The binomial model also incorporates exercise and forfeiture assumptions based on an analysis of historical data. The expected life of the stock option grants is derived from the output of the binomial model and represents the period of time that options granted are expected to be outstanding.

NOTE 9. INCOME TAXES

Our Provision for income taxes and effective tax rates from continuing operations for the three and nine months ended March 31, 2010 were $17.6 million and 36.3%, and $50.5 million and 31.7%, respectively, compared to $13.3 million and 24.4%, and $55.0 million and 33.9%, for the three and nine months ended March 31, 2009, respectively. The decrease in our Provision for income taxes and the effective tax rates for the nine months ended March 31, 2010 compared to the nine months ended March 31, 2009 was primarily attributable to the release of a valuation allowance on a deferred tax asset relating to tax loss carryforwards, and lower enacted tax rates in certain non-U.S. tax jurisdictions for the nine months ended March 31, 2010.

Broadridge Financial Solutions, Inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

(Tabular dollars in millions, except per share amounts)

(Unaudited)

NOTE 10. CONTRACTUAL COMMITMENTS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

In the normal course of business, the Company is subject to various claims and litigation. While the outcome of any claim or litigation is inherently unpredictable, the Company believes that the ultimate resolution of these matters will not, individually or in the aggregate, result in a material adverse impact on its financial condition, results of operations or cash flows.

On January 28, 2010, the Company filed a declaratory action in the U.S. District Court for the District of Delaware (the “Delaware District Court”) against Inveshare, Inc. (the “Defendant”) seeking a declaration by the court that Broadridge does not infringe two U.S. patents owned by Defendant that included claims related to the delivery and distribution of an electronic solicitation. The Company’s complaint also alleged that the Defendant’s patents are invalid and / or are unenforceable due to inequitable conduct. On March 22, 2010, the Defendant answered the Company’s complaint and filed a counterclaim against the Company alleging that Broadridge uses a process that infringes one of the patents in the action. In its counterclaim, Defendant is seeking injunctive relief and unspecified damages. This lawsuit is in an early procedural stage and the Company cannot predict with assurance what impact, if any, the outcome of this litigation may have on its financial condition, results of operations, or cash flows.

In March 2010, the Company and International Business Machines Corporation (“IBM”) entered into an Information Technology Services Agreement (the “IT Services Agreement”), under which IBM will provide certain aspects of the Company’s information technology infrastructure that are currently provided under a data center outsourcing services agreement by the Company’s former parent company, Automatic Data Processing, Inc. Under the IT Services Agreement, IBM will provide a broad range of technology services to the Company including supporting its mainframe, server, network and data center operations, as well as providing disaster recovery services. The Company has the option of incorporating additional services into the agreement over time. The Company expects that the migration of its data center processing from ADP to IBM will take approximately 18 to 24 months to complete; which migration will commence in January 2011. The IT Services Agreement has an initial term of ten years, which commences when the Company has completed the migration of its data center processing to IBM from ADP and expires on October 31, 2021. The Company has the right to renew the initial term of the IT Services Agreement for up to one additional 12-month term.

In addition to the IT Services Agreement, the Company and IBM entered into a business alliance agreement. The alliance agreement provides a structure for IBM and Broadridge to jointly market and sell a complementary suite of services from each party’s portfolio. The alliance will allow Broadridge and IBM to expand their service offerings in the financial services market by providing a comprehensive outsourced solution combining IBM’s technology infrastructure and the Broadridge securities processing application and operations outsourcing solutions into a jointly-offered set of alliance service offerings.

It is not the Company’s business practice to enter into off-balance sheet arrangements. However, the Company is exposed to market risk from changes in foreign currency exchange rates that could impact its financial position, results of operations, and cash flows. The Company manages its exposure to these market risks through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company uses derivative financial instruments as risk management tools and not for trading purposes. The Company was not a party to any derivative financial instruments at March 31, 2010 or at June 30, 2009. In the normal course of business, the Company also enters into contracts in which it makes representations and warranties that relate to the performance of the Company’s products and services. The Company does not expect any material losses related to such representations and warranties, or collateral arrangements.

In the normal course of business, the securities activities of the Company’s securities clearing business primarily involve executions, settlement, and financing of various securities transactions for a nationwide retail and institutional, customer and non-customer client base, introduced by its correspondent broker-dealers. These activities may expose the Company to risk in the event customers, other broker-dealers, banks, clearing organizations, or depositories are unable to fulfill contractual obligations.

For transactions in which the Company’s securities clearing business extends credit to customers and non-customers, the Company seeks to control the risk associated with these activities by requiring customers and non-customers to maintain margin collateral in compliance with various regulatory and internal guidelines. The Company monitors required margin levels daily and, pursuant to such guidelines, requests the deposit of additional collateral or reduces securities positions, when necessary. In addition, the Company’s correspondent broker-dealers may be required to maintain deposits relating to its securities clearance activities.

The Company may be exposed to a risk of loss not reflected in the Condensed Consolidated Balance Sheets for securities sold, not yet purchased, should the value of such securities rise. In addition, the securities lending activities of the Company’s securities clearing business requires the Company to pledge securities as collateral. In the event the counterparty is unable to meet its contractual obligation, the Company may be exposed to off-balance sheet risk of acquiring securities at prevailing market prices. The Company monitors the credit standing of counterparties with whom it conducts business. Risk is further controlled by monitoring the market value of securities pledged on a daily basis and by requiring adjustments of collateral level in the event of excess market exposure or instituting securities buy-in procedures when required.

The Company also provides guarantees to securities clearinghouses and exchanges. Under the standard membership agreement, members are required to guarantee the performance of the other members. Under the agreements, if another member becomes unable to satisfy its obligations to the clearinghouse, the other members would be required to meet any shortfalls. The Company’s liability under these arrangements is not quantifiable and could exceed the cash and securities it has posted as collateral. However, the potential for the Company to be required to make payments under these arrangements is remote. Accordingly, no contingent liability is carried on the Condensed Consolidated Balance Sheets for these transactions.

Broadridge Financial Solutions, Inc.

Notes to Condensed Consolidated Financial Statements—(Continued)

(Tabular dollars in millions, except per share amounts)

(Unaudited)

NOTE 11. COMPREHENSIVE INCOME

Comprehensive income consisted of the following:


	Three Months Ended March 31,						Nine Months Ended March 31,
	2010			2009			2010		2009
Net earnings	$	24.9		$	40.9		$	84.9	$	106.4
Foreign currency translation adjustments		(6.7	)		(4.0	)		0.1		(37.8	)

Comprehensive income	$	18.2		$	36.9		$	85.0	$	68.6

NOTE 12. INTERIM FINANCIAL DATA BY SEGMENT

As a result of Broadridge entering into the Asset Purchase Agreement to sell substantially all of the contracts of the securities clearing clients of Ridge Clearing to PFSI, Broadridge now has two reportable operating business segments: Investor Communication Solutions and Securities Processing Solutions. The securities clearing business is reflected in discontinued operations (see Note 1, “Basis of Presentation” and Note 6, “Discontinued Operations” for detailed information on discontinued operations), and the operations outsourcing solutions business retained by Broadridge is now reported as part of the Securities Processing Solutions business segment. This change is reflected in all prior periods presented in this report on Form 10-Q.

The primary components of “Other” are the elimination of intersegment revenues and profits as well as certain unallocated expenses. Foreign exchange is a reconciling item between the actual foreign exchange rates and fiscal year 2010 budgeted foreign exchange rates.

Certain corporate expenses, as well as certain centrally managed expenses, are allocated based upon budgeted amounts. Because the Company compensates the management of its various businesses on, among other factors, segment earnings, the Company may elect to record certain segment-related expense items of an unusual or non-recurring nature in Other rather than reflect such items in segment profit.

Segment results:


	Revenues
	Three Months Ended March 31,						Nine Months Ended March 31,
	2010			2009			2010			2009
Investor Communication Solutions	$	356.5		$	334.7		$	1,059.7		$	944.0
Securities Processing Solutions		133.6			136.3			397.5			422.2
Other		0.1			0.9			2.3			1.3
Foreign currency exchange		0.6			(8.2	)		(0.8	)		(10.8	)

Total	$	490.8		$	463.7		$	1,458.7		$	1,356.7


	Earnings (Loss) from Continuing Operations before Income Taxes
	Three Months Ended March 31,						Nine Months Ended March 31,
	2010			2009			2010			2009
Investor Communication Solutions	$	28.0		$	33.3		$	102.3		$	76.4
Securities Processing Solutions		24.5			32.0			73.5			105.4
Other		(5.0	)		(8.6	)		(18.4	)		(17.5	)
Foreign currency exchange		0.9			(2.2	)		2.0			(2.0	)

Total	$	48.4		$	54.5		$	159.4		$	162.3

* * * * * * *

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our Condensed Consolidated Financial Statements (the “Financial Statements”) and accompanying Notes thereto included elsewhere herein.

Forward-Looking Statements

This Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical in nature and which may be identified by the use of words like “expects,” “assumes,” “projects,” “anticipates,” “estimates,” “we believe,” “could be” and other words of similar meaning, are forward-looking statements. These statements are based on management’s expectations and assumptions and are subject to risks and uncertainties that may cause actual results to differ materially from those expressed. These risks and uncertainties include those risk factors discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended June 30, 2009 (the “2009 Annual Report”). Any forward-looking statements are qualified in their entirety by reference to the factors discussed in this Quarterly Report on Form 10-Q and our 2009 Annual Report. These risks include:

•

the success of Broadridge Financial Solutions, Inc. (“Broadridge” or the “Company”) in retaining and selling additional services to its existing clients and in obtaining new clients;

•

the pricing of Broadridge’s products and services;

•

changes in laws affecting the investor communication services provided by Broadridge;

•

changes in laws regulating registered securities clearing firms and broker-dealers;

•

declines in trading volume, market prices, or the liquidity of the securities markets;

•

any material breach of Broadridge security affecting its clients’ customer information;

•

the failure of our outsourced data center services provider to provide the anticipated levels of service;

•

any significant slowdown or failure of Broadridge’s systems;

•

Broadridge’s failure to keep pace with changes in technology and demands of its clients;

•

availability of skilled technical employees;

•

the impact of new acquisitions and divestitures;

•

competitive conditions; and

•

overall market and economic conditions

Broadridge disclaims any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

We are a leading global provider of technology solutions to the financial services industry. Our systems and services include investor communication solutions, and securities processing and operations outsourcing solutions.

In short, we provide the infrastructure that helps make the financial services industry work. With more than 40 years of experience, we provide financial services firms with advanced, dependable, scalable and cost-effective integrated systems. Our systems help reduce the need for clients to make significant capital investments in operations infrastructure, thereby allowing them to increase their focus on core business activities.

We serve a large and diverse client base in the financial services industry, including retail and institutional brokerage firms, global banks, mutual funds, annuity companies, institutional investors, specialty trading firms, and clearing firms. We also provide services to corporate issuers.

We deliver a broad range of solutions that help our clients better serve their retail and institutional customers across the entire investment lifecycle, including pre-trade, trade, and post-trade processing. Our securities processing systems enable our clients to process securities transactions in more than 50 countries. In fiscal year 2009, we: (i) distributed over one billion investor communications, including proxy materials, investor account statements, trade confirmations, tax statements and prospectuses; (ii) processed on average over 1.6 million equity trades and over $3 trillion in trades of United States (“U.S.”) fixed income securities per day; and (iii) served over 100 correspondents through our securities clearing services.

In November 2009, the Company and Ridge Clearing & Outsourcing Solutions, Inc. (“Ridge Clearing”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Penson Worldwide, Inc. (“PWI”) and Penson Financial Services, Inc., a wholly owned subsidiary of PWI (“PFSI”), to sell substantially all of the contracts of the securities clearing clients of Ridge Clearing to PFSI. As a result of entering into the Asset Purchase Agreement, we now classify our operations into two business segments: Investor Communication Solutions and Securities Processing Solutions. The securities clearing business is reflected in discontinued operations and the operations outsourcing solutions business retained by Broadridge is now reported as part of the Securities Processing Solutions business segment. This change is reflected in all prior periods presented in this report on Form 10-Q.

Investor Communication Solutions

A large portion of our Investor Communication Solutions business involves the processing and distribution of proxy materials to investors in equity securities and mutual funds, as well as the facilitation of related vote processing. ProxyEdge ^® , our innovative electronic proxy delivery and voting solution for institutional investors, helps ensure the participation of the largest stockholders of many companies. We also provide the distribution of regulatory reports and corporate action/reorganization event information, as well as tax reporting solutions that help our clients meet their regulatory compliance needs. In addition, we provide financial information distribution and transaction reporting services to both financial institutions and securities issuers. These services include the processing and distribution of account statements and trade confirmations, traditional and personalized document fulfillment and content management services, marketing communications, and imaging, archival and workflow solutions that enable and enhance our clients’ communications with investors. All of these communications are delivered in paper or electronic form.

Broadridge introduced several investor communication solutions in fiscal year 2009. They are The Investor Network, our Shareholder Forum and Virtual Shareholder Meeting solutions, and our new data aggregation and data management solutions. These new offerings are described in Part 1, Item 1. “The Broadridge Business” in our 2009 Annual Report.

Securities Processing Solutions

We offer a suite of advanced computerized real-time transaction processing services that automate the securities transaction lifecycle, from desktop productivity tools, data aggregation, performance reporting, and portfolio management to order capture and execution, trade confirmation, settlement, and accounting. In addition, our operations outsourcing solutions offer broker-dealers the ability to outsource their staff, systems and back-office securities processing functions while retaining their customer credit and financing activities. Our services help financial institutions efficiently and cost-effectively consolidate their books and records, gather and service assets under management, focus on their core businesses, and manage risk. With multi-currency capabilities, our Global Processing Solution supports real-time global trading of equity, option, mutual fund, and fixed income securities in established and emerging markets.

Basis of Presentation

The Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. These Financial Statements present the consolidated position of the Company. These Financial Statements include the entities in which the Company directly or indirectly has a controlling financial interest and various entities in which the Company has investments recorded under both the cost and equity methods of accounting. Intercompany balances and transactions have been eliminated. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire year or any subsequent interim period. These Financial Statements should be read in conjunction with the Company’s financial statements for the fiscal year ended June 30, 2009 in the Company’s 2009 Annual Report filed with the Securities and Exchange Commission (the “SEC”) on August 11, 2009.

As a result of Broadridge entering into the Asset Purchase Agreement to sell substantially all of the contracts of the securities clearing clients of Ridge Clearing to PFSI, the Company now has two reportable operating business segments: Investor Communication Solutions and Securities Processing Solutions. The securities clearing business is reflected in discontinued operations and the operations outsourcing solutions business retained by Broadridge is now reported as part of the Securities Processing Solutions business segment. This change is reflected in all prior periods presented in this report on Form 10-Q.

Critical Accounting Policies

In presenting the Financial Statements, management makes estimates and assumptions that affect the amounts reported and related disclosures. Management continually evaluates the accounting policies and estimates used to prepare the Financial Statements. The estimates, by their nature, are based on judgment, available information, and historical experience and are believed to be reasonable. However, actual amounts and results could differ from these estimates made by management. In management’s opinion, the Financial Statements contain all normal recurring adjustments necessary for a fair presentation of results reported. Certain accounting policies that require significant management estimates and are deemed critical to our results of operations or financial position are discussed in the “Critical Accounting Policies” section of Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” in our 2009 Annual Report.

Results of Continuing Operations

The following discussions of Analysis of Condensed Consolidated Continuing Operations and Analysis of Reportable Segments refer to the three and nine months ended March 31, 2010 compared to the three and nine months ended March 31, 2009. The following discussions of the Company’s results of continuing operations exclude the results related to the Clearing business. This business is segregated from continuing operations and included in discontinued operations for all periods presented. The Analysis of Condensed Consolidated Continuing Operations should be read in conjunction with the Analysis of Reportable Segments, which provides more detailed discussions concerning certain components of the Condensed Consolidated Statements of Earnings.

Analysis of Condensed Consolidated Continuing Operations


	Three Months Ended March 31,
							Change
	2010			2009			$			%
	($ in millions)
Revenues	$	490.8		$	463.7		$	27.1		6

Cost of revenues		380.9			357.3			23.6		7
Selling, general and administrative expenses		60.0			48.7			11.3		23
Other (income) expenses, net		1.5			3.2			(1.7	)	(53)

Total expenses		442.4			409.2			33.2		8

Earnings from continuing operations before income taxes		48.4			54.5			(6.1	)	(11)
Margin		9.9	%		11.8	%				(1.9) pts

Provision for income taxes		17.6			13.3			4.3		32
Effective tax rate		36.3	%		24.4	%				11.9 pts

Net earnings from continuing operations	$	30.8		$	41.2		$	(10.4	)	(25)

Basic Earnings per share from continuing operations	$	0.23		$	0.30		$	(0.07	)	(23)
Diluted Earnings per share from continuing operations	$	0.22		$	0.29		$	(0.07	)	(24)

	Nine Months Ended March 31,
							Change
	2010			2009			$			%
	($ in millions)
Revenues	$	1,458.7		$	1,356.7		$	102.0		8

Cost of revenues		1,119.1			1,033.7			85.4		8
Selling, general and administrative expenses		171.8			164.4			7.4		5
Other (income) expenses, net		8.4			(3.7	)		12.1		NM*

Total expenses		1,299.3			1,194.4			104.9		9

Earnings from continuing operations before income taxes		159.4			162.3			(2.9	)	(2)
Margin		10.9	%		12.0	%				(1.1) pts

Provision for income taxes		50.5			55.0			(4.5	)	(8)
Effective tax rate		31.7	%		33.9	%				(2.2) pts

Net earnings from continuing operations	$	108.9		$	107.3		$	1.6		1

Basic Earnings per share from continuing operations	$	0.80		$	0.77		$	0.03		4
Diluted Earnings per share from continuing operations	$	0.78		$	0.76		$	0.02		3

*	Not Meaningful

Three Months Ended March 31, 2010 versus Three Months Ended March 31, 2009

Revenues . Revenues for the three months ended March 31, 2010 were $490.8 million, an increase of $27.1 million or 6%, compared to $463.7 million for the three months ended March 31, 2009. The increase reflects higher contributions from fee revenues of $25.5 million and higher distribution revenues of $1.6 million. Higher fee revenues of $25.5 million were driven primarily by an increase in recurring revenues of $8.2 million benefited by $11.9 million in sales less losses (referred to as “Net New Business”) including the recently signed seven-year contract with Morgan Stanley Smith Barney LLC (“MSSB”), and revenue gains from an acquisition, partially offset by negative internal growth. Also contributing to the increase, were $8.5 million in event-driven mutual fund proxy revenues and $8.8 million from the favorable impact of foreign currency exchange rates.

Nine Months Ended March 31, 2010 versus Nine Months Ended March 31, 2009

Revenues . Revenues for the nine months ended March 31, 2010 were $1,458.7 million, an increase of $102.0 million or 8%, compared to $1,356.7 million for the nine months ended March 31, 2009. The increase reflects higher contributions from fee revenues of $81.2 million and higher distribution revenues of $20.8 million. Higher fee revenues of $81.2 million were primarily driven by $70.8 million in event-driven mutual fund proxy revenues. Revenues were also favorably impacted by foreign currency exchange rates of $10.0 million. Recurring revenues were essentially unchanged driven by a positive contribution from Net New Business including the recently signed contract with MSSB, and gains from an acquisition, offset by negative internal growth.

Three Months Ended March 31, 2010 versus Three Months Ended March 31, 2009

Total Expenses . Total expenses for the three months ended March 31, 2010 were $442.4 million, an increase of $33.2 million, or 8%, compared to $409.2 million for the three months ended March 31, 2009. The increase reflects $23.6 million, or 7% increase in Cost of revenues, $11.3 million, or 23% increase in Selling, general and administrative expenses, and a $1.7 million reduction in the net expenses for Other (income) expenses, net.

Cost of revenues for the three months ended March 31, 2010 were $380.9 million, an increase of $23.6 million, or 7%, compared to $357.3 million for the three months ended March 31, 2009. The increase reflects higher expense related to the integration of the MSSB business and acquisitions. Distribution cost of revenues for the three months ended March 31, 2010 were $157.1 million, an increase of $0.5 million, compared to $156.6 million for the three months ended March 31, 2009. Fluctuations in foreign currency exchange rates also increased Cost of revenues by $4.5 million.

Selling, general and administrative expenses for the three months ended March 31, 2010 were $60.0 million, an increase of $11.3 million, or 23%, compared to $48.7 million for the three months ended March 31, 2009. The increase is primarily due to the impact of a one-time non-recurring credit of $4.4 million during the three months ended March 31, 2009 that did not recur, $2.3 million higher selling expenses on a 52% increase in sales for the quarter, and the impact of foreign currency exchange rates of $1.2 million.

Other (income) expenses, net for the three months ended March 31, 2010 were $1.5 million, a decrease of $1.7 million, or 53%, compared to $3.2 million for the three months ended March 31, 2009. The decrease reflects a foreign currency exchange gain of $0.9 million and lower interest expense on our Long-term debt of $1.0 million related to the decline in the weighted-average interest rate on our five-year term loan facility.

Nine Months Ended March 31, 2010 versus Nine Months Ended March 31, 2009

Total Expenses . Total expenses for the nine months ended March 31, 2010 were $1,299.3 million, an increase of $104.9 million, or 9%, compared to $1,194.4 million for the nine months ended March 31, 2009. The increase reflects $85.4 million, or 8% increase in Cost of revenues, $7.4 million, or 5% increase in Selling, general and administrative expenses, and higher Other (income) expenses, net of $12.1 million.

Cost of revenues for the nine months ended March 31, 2010 were $1,119.1 million, an increase of $85.4 million, or 8%, compared to $1,033.7 million for the nine months ended March 31, 2009. The increase reflects higher expense relating to higher fee revenue driven by event-driven mutual fund proxy, the net impact of higher distribution costs related to higher distribution revenues, the integration of the MSSB business, and acquisitions. Distribution cost of revenues for the nine months ended March 31, 2010 were $459.5 million, an increase of $18.8 million, or 4%, compared to $440.7 million for the nine months ended March 31, 2009. Fluctuations in foreign currency exchange rates also increased Cost of revenues by $4.8 million.

Selling, general and administrative expenses for the nine months ended March 31, 2010 were $171.8 million, an increase of $7.4 million, or 5%, compared to $164.4 million for the nine months ended March 31, 2009. The increase is primarily due to a one-time non-recurring credit of $4.4 million during the three months ended March 31, 2009 that did not recur, $3.6 million higher selling expenses on a 41% increase in sales for the nine months, and the impact of foreign currency exchange rates of $1.2 million, partially offset by $2.2 million lower stock-based compensation expense related to special stock option grants to corporate officers during the nine months ended March 31, 2009 which vested immediately, were expensed upon vest, and did not recur during the nine months ended March 31, 2010.

Other (income) expenses, net for the nine months ended March 31, 2010 were $8.4 million, an increase in expenses of $12.1 million, compared to $(3.7) million Other (income) for the nine months ended March 31, 2009. The increase reflects the effect of the one-time gain from the purchase of the 6.125% senior notes due 2017 (the “Senior Notes”) of $8.4 million during the nine months ended March 31, 2009, a foreign currency exchange loss of $7.3 million, partially offset by lower interest expense on our Long-term debt of $4.6 million due to a lower outstanding balance and the decline in the weighted-average interest rate on our five-year term loan facility.

Earnings from continuing operations before Income Taxes . Earnings from continuing operations before income taxes for the three months ended March 31, 2010 were $48.4 million, a decrease of $6.1 million, or 11%, compared to $54.5 million for the three months ended March 31, 2009. The decrease reflects higher Revenues which were more than offset by the increase in Total expenses during the three months ended March 31, 2010, compared to the three months ended March 31, 2009 as discussed above. Overall margin decreased from 11.8% to 9.9% for the three months ended March 31, 2009 compared to the three months ended March 31, 2010, respectively.

Earnings from continuing operations before income taxes for the nine months ended March 31, 2010 were $159.4 million, a decrease of $2.9 million, or 2%, compared to $162.3 million for the nine months ended March 31, 2009. The decrease reflects higher Revenues which were more than offset by the increase in Total expenses during the nine months ended March 31, 2010, compared to the nine months ended March 31, 2009 as discussed above. Overall margin decreased from 12.0% to 10.9% for the nine months ended March 31, 2009 compared to the nine months ended March 31, 2010, respectively.

Provision for Income Taxes from Continuing Operations . Our Provision for income taxes and Effective tax rates from continuing operations for the three and nine months ended March 31, 2010 were $17.6 million and 36.3%, and $50.5 million and 31.7%, respectively, compared to $13.3 million and 24.4%, and 55.0 million and 33.9%, for the three and nine months ended March 31, 2009, respectively. The decrease in our Provision for income taxes and the Effective tax rate for the nine months ended March 31, 2010 compared to the nine months ended March 31, 2009 were primarily attributable to the release of a valuation allowance on a deferred tax asset relating to tax loss carryforwards, and lower enacted tax rates in certain non-U.S. tax jurisdictions for the nine months ended March 31, 2010.

Net Earnings from Continuing Operations and Basic and Diluted Earnings per Share from Continuing Operations . Net earnings from continuing operations for the three months ended March 31, 2010 were $30.8 million, a decrease of $10.4 million, or 25%, compared to $41.2 million for the three months ended March 31, 2009. The decrease in Net earnings from continuing operations reflects higher Revenues that were more than offset by the increase in Total expenses and a higher Effective tax rate during the three months ended March 31, 2010, compared to the three months ended March 31, 2009 as discussed above.

Net earnings from continuing operations for the nine months ended March 31, 2010 were $108.9 million, an increase of $1.6 million, or 1%, compared to $107.3 million for the nine months ended March 31, 2009. The increase in Net earnings from continuing operations reflects higher Revenues and a lower Effective tax rate, which more than offset the increase in Total expenses during the nine months ended March 31, 2010, compared to the nine months ended March 31, 2009 as discussed above.

Basic and diluted earnings per share from continuing operations for the three months ended March 31, 2010 were $0.23, a decrease of $0.07, or 23%, and $0.22, a decrease of $0.07, or 24%, respectively, compared to $0.30 and $0.29 for the three months ended March 31, 2009, respectively.

Basic and diluted earnings per share from continuing operations for the nine months ended March 31, 2010 were $0.80, an increase of $0.03, or 4%, and $0.78, an increase of $0.02, or 3%, respectively, compared to $0.77 and $0.76 for the nine months ended March 31, 2009, respectively.

Analysis of Reportable Segments

The primary components of “Other” are the elimination of intersegment revenues and profits and certain unallocated expenses. Foreign currency exchange is a reconciling item between the actual foreign currency exchange rates and the fiscal year 2010 budgeted foreign currency exchange rates.

Certain corporate expenses, as well as certain centrally managed expenses, are allocated based upon budgeted amounts in a reasonable manner. Because the Company compensates the management of its various businesses on, among other factors, segment profit, the Company may elect to record certain segment-related expense items of an unusual or non-recurring nature in consolidation rather than reflect such items in segment profit.

Revenues


	Three Months Ended March 31,										Nine Months Ended March 31,
						Change											Change
	2010		2009			$			%		2010			2009			$			%
	($ in millions)										($ in millions)
Investor Communication Solutions	$	356.5	$	334.7		$	21.8		7		$	1,059.7		$	944.0		$	115.7		12
Securities Processing Solutions		133.6		136.3			(2.7	)	(2	)		397.5			422.2			(24.7	)	(6	)
Other		0.1		0.9			(0.8	)	(89	)		2.3			1.3			1.0		77
Foreign currency exchange		0.6		(8.2	)		8.8		NM	*		(0.8	)		(10.8	)		10.0		93

Total	$	490.8	$	463.7		$	27.1		6		$	1,458.7		$	1,356.7		$	102.0		8

*	Not Meaningful

Earnings (Loss) from Continuing Operations Before Income Taxes


	Three Months Ended March 31,											Nine Months Ended March 31,
							Change											Change
	2010			2009			$			%		2010			2009			$			%
	($ in millions)											($ in millions)
Investor Communication Solutions	$	28.0		$	33.3		$	(5.3	)	(16	)	$	102.3		$	76.4		$	25.9		34
Securities Processing Solutions		24.5			32.0			(7.5	)	(23	)		73.5			105.4			(31.9	)	(30	)
Other		(5.0	)		(8.6	)		3.6		42			(18.4	)		(17.5	)		(0.9	)	(5	)
Foreign currency exchange		0.9			(2.2	)		3.1		NM	*		2.0			(2.0	)		4.0		NM	*

Total	$	48.4		$	54.5		$	(6.1	)	(11	)	$	159.4		$	162.3		$	(2.9	)	(2	)

*	Not Meaningful

Investor Communication Solutions

Revenues. Investor Communication Solutions’ segment Revenues for the three months ended March 31, 2010 were $356.5 million, an increase of $21.8 million, or 7%, compared to $334.7 million for the three months ended March 31, 2009. The 7% increase was primarily driven by higher recurring revenues driven by a positive contribution from Net New Business in transaction reporting primarily as a result of the recently signed contract with MSSB and revenue gains from acquisitions. Also contributing to the increase in revenues, were higher event-driven fee revenues related to mutual fund proxy. Distribution revenues for the three months ended March 31, 2010 were $175.0 million, an increase of $1.6 million, or 1%, compared to the three months ended March 31, 2009. Position growth, a key measure in the number of pieces processed, was a negative 4% for annual equity proxy and a positive 9% for mutual fund interim communications. Equity proxy position growth in the third fiscal quarter historically has not been indicative of the full-year trend due to the seasonality of our business. The number of pieces processed decreased slightly from 300.0 million pieces to 297.1 million pieces.

For the nine months ended March 31, 2010, Revenues were $1,059.7 million, an increase of $115.7 million, or 12%, compared to $944.0 million for the nine months ended March 31, 2009. The 12% increase was primarily driven by higher event-driven fee revenue from mutual fund proxy and related distribution revenues. Also contributing to the Revenue increase were higher recurring revenues driven by a positive contribution from Net New Business in transaction reporting primarily as a result of the recently signed contract with MSSB and revenue gains from acquisitions. Distribution revenues for the nine months ended March 31, 2010 were $511.6 million, an increase of $20.8 million, or 4% compared to $490.8 million for the nine months ended March 31, 2009 . Position growth, a key measure in the number of pieces processed, was negative 4% for annual equity proxy and a positive 5% for mutual fund interim communications. Equity proxy position growth during the fiscal nine months historically has not been indicative of the full-year trend due to the seasonality of our business. The number of pieces processed increased 9% from 774.1 million pieces to 843.6 million pieces driven primarily by event-driven mutual fund proxy activity.

Earnings from Continuing Operations before Income Taxes . Earnings from continuing operations before income taxes for the three months ended March 31, 2010 were $28.0 million, a decrease of $5.3 million, compared to $33.3 million for the three months ended March 31, 2009. Margin decreased by 2.0 percentage points to 7.9% primarily due to revenue mix and increased investments.

Earnings from continuing operations before income taxes for the nine months ended March 31, 2010 were $102.3 million, an increase of $25.9 million, or 34%, compared to $76.4 million for the nine months ended March 31, 2009. Margin increased by 1.6 percentage points to 9.7% due to higher fee revenues, partially offset by increased investments.

Securities Processing Solutions

Revenues . Securities Processing Solutions’ segment Revenues for the three months ended March 31, 2010 were $133.6 million, a decrease of $2.7 million, or 2%, compared to $136.3 million for the three months ended March 31, 2009. The 2% decline in Revenues was driven by the fiscal year 2009 carryover impact of client losses and price concessions as well as lower trade volumes in our fixed income businesses, slightly offset by new business. Non-trade revenues and operations outsourcing were essentially unchanged.

Securities Processing Solutions’ segment Revenues for the nine months ended March 31, 2010 were $397.5 million, a decrease of $24.7 million, or 6%, compared to $422.2 million for the nine months ended March 31, 2009. The 6% decline in Revenues was driven by the fiscal year 2009 carryover impact of client losses and price concessions as well as lower trade volumes in our equity and fixed income businesses, slightly offset by new business. Non-trade revenues and operations outsourcing revenues were essentially unchanged.

Earnings from Continuing Operations before Income Taxes . Earnings from continuing operations before income taxes for the three months ended March 31, 2010 were $24.5 million, a decrease of $7.5 million, or 23%, compared to $32.0 million for the three months ended March 31, 2009. Margin decreased by 5.2 percentage points to 18.3% for the three months ended March 31, 2010. The decrease is primarily due to the impact of Revenue mix.

Earnings from continuing operations before income taxes for the nine months ended March 31, 2010 were $73.5 million, a decrease of $31.9 million, or 30%, compared to $105.4 million for the nine months ended March 31, 2009. Margin decreased by 6.5 percentage points to 18.5% for the nine months ended March 31, 2010. The decrease is primarily due to the impact of Revenue mix.

Other

Revenues . Other segment Revenues were $0.1 million, a decrease of $0.8 million for the three months ended March 31, 2010, compared to $0.9 million for the three months ended March 31, 2009 reflecting primarily one-time non-recurring termination fees during the three months ended March 31, 2009 that did not recur during the three months ended March 31, 2010.

Other segment Revenues were $2.3 million, an increase of $1.0 million for the nine months ended March 31, 2010, compared to $1.3 million for the nine months ended March 31, 2009, reflecting primarily one-time non-recurring termination fees during the nine months ended March 31, 2010.

Loss from Continuing Operations before Income Taxes. The primary component of Other expenses is certain unallocated expenses. Loss from continuing operations before income taxes was $5.0 million for the three months ended March 31, 2010, an improvement of $3.6 million, compared to an $8.6 million loss from continuing operations before income taxes for the three months ended March 31, 2009. The improvement reflects a foreign currency exchange gain of $0.9 million, lower corporate investment spending of $2.6 million and lower interest expense on our Long-term debt of $1.0 million due to a decline in the weighted-average interest rate on our five-year term loan facility. These improvements were partially offset by higher stock-based compensation expense of $0.7 million primarily related to a higher Company stock price for restricted stock granted during the three months ended March 31, 2010.

Loss from continuing operations before income taxes increased to $18.4 million for the nine months ended March 31, 2010, an increase of $0.9 million, compared to a $17.5 million loss from continuing operations before income taxes for the nine months ended March 31, 2009. The increased loss reflects the effect of the one-time gain from the purchase of the Senior Notes of $8.4 million during the nine months ended March 31, 2009 and a foreign currency exchange loss of $7.3 million. These losses were partially offset by a reduction in corporate investment spending of $6.4 million, lower interest expense on our Long-term debt of $4.6 million due to a lower outstanding balance and the decline in the weighted-average interest rate on our five-year term loan facility, a decrease of $2.2 million in stock-based compensation expense due to the aforementioned special stock option grants to corporate officers, and $0.9 million in one-time termination fees during the nine months ended March 31, 2010.

Financial Condition, Liquidity and Capital Resources

At March 31, 2010, Cash and cash equivalents were $177.9 million and Total stockholders’ equity was $857.0 million. At March 31, 2010, working capital was $558.7 million, compared to $621.9 million at June 30, 2009.

At March 31, 2010, the Company had $324.1 million of outstanding Long-term debt, consisting of a $200.0 million five-year term loan facility and $124.1 million principal amount of the Senior Notes. The Senior Notes are unsecured obligations of Broadridge and rank equally in right of payment with other unsecured and unsubordinated obligations of Broadridge. Interest is payable semiannually on June 1 ^st and December 1 ^st each year based on a fixed per annum rate equal to 6.125%.

Borrowings under the term loan facility bear interest at LIBOR plus 40 to 90 basis points based on debt ratings at the time of borrowing. The term loan facility was subject to interest at LIBOR plus 50 basis points as of March 31, 2010. The weighted-average interest rates on the five-year term loan facility were 0.76% and 0.88% during the three and nine months ended March 31, 2010, respectively.

Based upon current and anticipated levels of operation, management believes that the Company’s cash on hand and cash flows from operations, combined with borrowings available under credit facilities, will be sufficient to enable the Company to meet its current and anticipated cash operating requirements, capital expenditures, and working capital needs. Please refer to the discussion of net cash flows used in financing activities in the following section for further discussion of the Company’s financing activities.

Cash Flows

Net cash flows provided by operating activities of continuing operations were $180.8 million for the nine months ended March 31, 2010, an increase of $50.0 million, compared to $130.8 million net cash flows provided during the nine months ended March 31, 2009. Working capital generated a cash inflow of $21.4 million in the current year versus a $16.2 million cash outflow in the prior period. The current period increase is driven primarily by lower taxes paid.

Net cash flows used in investing activities of continuing operations for the nine months ended March 31, 2010 were $40.3 million, an increase of $10.0 million compared to $30.3 million net cash flows used during the nine months ended March 31, 2009. The increase reflects an increase in capital expenditures during the nine months ended March 31, 2010 of $9.1 million.

Net cash flows used in financing activities of continuing operations for the nine months ended March 31, 2010 were $147.2 million. This represents a decrease of $9.6 million, compared to $156.8 million in net cash flows used in financing activities of continuing operations during the nine months ended March 31, 2009. The decreased usage reflects $114.4 million of purchases of the Senior Notes in the prior year that did not recur and $36.5 million in higher proceeds from the exercise of stock options, partially offset by $124.6 million in higher repurchases of the Company’s common stock, and an increase of $19.5 million in Dividends paid.

Liquidity Risk

Our liquidity position may be negatively affected by changes in general economic conditions, regulatory requirements and access to the capital markets, which may be limited if we were to fail to renew any of the credit facilities on their renewal dates or if we were to fail to meet certain ratios.

Based upon current and anticipated levels of operation, management believes that the Company’s cash on hand and cash flows from operations, combined with borrowings available under credit facilities, will be sufficient to enable the Company to meet its current and anticipated cash operating requirements, capital expenditures, and working capital needs. Please refer to the discussion of net cash flows used in financing activities in the preceding section for further discussion of the Company’s financing activities.

Seasonality

Processing and distributing proxy materials and annual reports to investors in equity securities and mutual funds comprises a large portion of our Investor Communication Solutions business. We process and distribute the greatest number of proxy materials and annual reports during our fourth fiscal quarter (the second quarter of the calendar year). The recurring periodic activity of this business is linked to significant filing deadlines imposed by law on public reporting companies and mutual funds. Historically this has caused our revenues, operating income, net earnings, and cash flows from operating activities to be higher in our fourth fiscal quarter than in any other fiscal quarter. The seasonality of our revenues makes it difficult to estimate future operating results based on the results of any specific fiscal quarter and could affect an investor’s ability to compare our financial condition, results of operations, and cash flows on a fiscal quarter-by-quarter basis.

Income Taxes

Our Provision for income taxes and effective tax rates from continuing operations for the three and nine months ended March 31, 2010 were $17.6 million and 36.3%, and $50.5 million and 31.7%, respectively, compared to $13.3 million and 24.4%, and 55.0 million and 33.9%, for the three and nine months ended March 31, 2009, respectively. The decrease in our Provision for income taxes and the Effective tax rate for the nine months ended March 31, 2010 compared to the nine months ended March 31, 2009 was primarily attributable to the release of a valuation allowance on a deferred tax asset relating to tax loss carryforwards, and lower enacted tax rates in certain non-U.S. tax jurisdictions for the nine months ended March 31, 2010.

Contractual Obligations

The Company entered into a data center outsourcing services agreement with ADP before our spin-off from ADP in March 2007 under which ADP provides the Company with data center services consistent with the services provided to the Company immediately before the spin-off, provided that the operation of the data center is the sole responsibility of ADP. Among the principal services provided by the data center are information technology services and service delivery network services. The agreement with ADP provides for increasing volumes and the addition of new services over the term. Under the agreement, ADP is responsible for hosting the mainframe, midrange, open systems, and networks. Additionally, systems engineering, network engineering, hardware engineering, network operations, data center operations, application change management, and data center disaster recovery services are managed by ADP. The agreement expires on June 30, 2012. For the three months ended March 31, 2010 and 2009, the Company recorded $26.2 million and $25.8 million, respectively, of expenses in the Condensed Consolidated Statements of Earnings related to these services. For the nine months ended March 31, 2010 and 2009, the Company recorded $78.1 million and $77.1 million, respectively, of expenses in the Condensed Consolidated Statements of Earnings related to these services.

In March 2010, the Company and International Business Machines Corporation (“IBM”) entered into an Information Technology Services Agreement (the “IT Services Agreement”), under which IBM will provide certain aspects of the Company’s information technology infrastructure that are currently provided under the data center outsourcing services agreement by ADP. Under the IT Services Agreement, IBM will provide a broad range of technology services to the Company including supporting its mainframe, server, network and data center operations, as well as providing disaster recovery services. The Company has the option of incorporating additional services into the agreement over time. The Company expects that the migration of its data center processing from ADP to IBM will take approximately 18 to 24 months to complete; which migration will commence in January 2011. The IT Services Agreement has an initial term of ten years, which commences when the Company has completed the migration of its data center processing to IBM from ADP and expires on October 31, 2021. The Company has the right to renew the initial term of the IT Services Agreement for up to one additional 12-month term.

Other Commercial Agreements

The Company has a five-year revolving credit facility that expires in March 2012 that has an available capacity of $500.0 million and a revolving credit facility under which Ridge Clearing is the borrower and the Company is the guarantor that expires in August 2010 that has an available capacity of $75.0 million. No amounts were outstanding under these credit facilities at March 31, 2010.

In addition, immediately prior to the separation from ADP, certain of the Company’s foreign subsidiaries established unsecured, uncommitted lines of credit with banks. These lines of credit bear interest at the rate of LIBOR plus 250 basis points. There were approximately $0.2 million of outstanding borrowings under these lines of credit at March 31, 2010.

Off-balance Sheet Arrangements

It is not the Company’s business practice to enter into off-balance sheet arrangements. However, the Company is exposed to market risk from changes in foreign currency exchange rates that could impact its financial position, results of operations and cash flows. The Company manages its exposure to these market risks through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. The Company uses derivative financial instruments as risk management tools and not for trading purposes. The Company was not a party to any derivative financial instruments at March 31, 2010 or at June 30, 2009. In the normal course of business, the Company also enters into contracts in which it makes representations and warranties that relate to the performance of the Company’s products and services. The Company does not expect any material losses related to such representations and warranties or collateral arrangements.

Recently-issued Accounting Pronouncements

Please refer to Note 2 “New Accounting Pronouncements” to our Financial Statements under Item 1 of Part I of this Quarterly Report on Form 10-Q for a discussion on the impact of new accounting pronouncements.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company provides guarantees to securities clearinghouses and exchanges. Under the standard membership agreement, members are required to guarantee the performance of the other members. Under the agreements, if another member becomes unable to satisfy its obligations to the clearinghouse, the other members would be required to meet any shortfalls. The Company’s liability under these arrangements is not quantifiable and could exceed the cash and securities it has posted as collateral. However, the potential for the Company to be required to make payments under these arrangements is remote. Accordingly, no contingent liability is carried on the Condensed Consolidated Balance Sheets for these transactions.

In the normal course of business, the securities activities of the clearing business primarily involve executions, settlement and financing of various securities transactions for a nationwide retail and institutional, customer and non-customer client base, introduced by its correspondent broker-dealers. These activities may expose the Company to financial risk in the event customers, other broker-dealers, banks, clearing organizations or depositories are unable to fulfill contractual obligations.

The Company may be exposed to a risk of loss not reflected in the Condensed Consolidated Balance Sheets for securities sold and not yet purchased, should the value of such securities rise. The securities lending activities of the Company’s clearing business require the Company to pledge securities as collateral. In the event a counterparty is unable to meet its contractual obligation, the Company may be exposed to off-balance sheet risk of acquiring securities at prevailing market prices. The Company monitors the credit standing of counterparties with whom it conducts business. Financial risk is further controlled by monitoring the market value of securities pledged on a daily basis and by requiring adjustments of collateral level in the event of excess market exposure or instituting securities buy-in procedures when required.

At March 31, 2010, $200.0 million of our total $324.1 million outstanding Long-term debt is based on floating interest rates. Our term loan facility had $200.0 million outstanding at March 31, 2010. The interest rate is based on LIBOR plus 40 to 90 basis points based on our debt rating at the time of borrowing. The term loan facility was subject to interest at LIBOR plus 50 basis points at March 31, 2010. The weighted-average interest rates were 0.76% and 0.88% during the three and nine months ended March 31, 2010, respectively.

Item 4.

CONTROLS AND PROCEDURES

Management’s Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2010. The Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of March 31, 2010 were effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the three months ended March 31, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

In the normal course of business, the Company is subject to claims and litigation. While the outcome of any claim or litigation is inherently unpredictable, the Company believes that the ultimate resolution of these matters will not, individually or in the aggregate, result in a material adverse impact on its financial condition, results of operations, or cash flows.

Item 1A.

RISK FACTORS

In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the “Risk Factors” disclosed under Item 1A to Part I in our 2009 Annual Report on Form 10-K filed on August 11, 2009. You should be aware that these risk factors and other information may not describe every risk facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. Other than as set forth below, there have been no material changes to the risk factors we have disclosed in the “Risk Factors” section of our 2009 Annual Report on Form 10-K.

We have revised the following risk factor disclosed in the “Risk Factors” section of our 2009 Annual Report on Form 10-K:

We purchase a significant portion of our data center services, including disaster recovery capabilities, from ADP, and if ADP fails to adequately perform the data center services in the manner necessary to meet our clients’ needs, our business, financial condition, and results of operations may be harmed.

ADP provides us with data center services under a data center outsourcing services agreement that include hosting the mainframe, midrange, open systems, and networks. Additionally, systems engineering, network engineering, hardware engineering, network operations, data center operations, application change management, and data center disaster recovery services are managed by ADP. As a result, we currently purchase a significant portion of our data center services, including disaster recovery capabilities, from ADP. In March 2010, we entered into an information technology services agreement with International Business Machines Corporation (“IBM”) under which IBM will provide us with data center services. We expect the migration to IBM to take approximately 18 to 24 months so ADP will continue to provide us with data center services during the transition to IBM. During the transition to IBM, if ADP fails adequately to perform the data center services in the manner necessary to meet our clients’ needs, our business, financial condition and results of operations may be harmed. If our agreement with ADP is terminated for any reason before we have fully transitioned to IBM, we may not be able to find an alternative data center services provider in a timely manner or on acceptable financial terms. If we need to build our own information technology infrastructure, we may incur substantial costs and could experience temporary business interruptions. As a result, we may not be able to meet the demands of our clients and, in turn, our business, financial condition, and results of operations may be harmed. In addition, there is a risk that we may experience a disruption as a result of the transition from ADP to IBM impacting the services we provide to our clients. Some of these risks are anticipated and covered through service level credits, termination rights, and indemnification clauses in our data center outsourcing services agreement with ADP. Nevertheless, we may not adequately be protected against all possible losses through the terms of the agreement.

The following risk factors disclosed in the “Risk Factors” section of our 2009 Annual Report on Form 10-K, are hereby deleted in their entirety:

We have agreed to certain restrictions to preserve the treatment of the Distribution as tax-free to ADP and its stockholders, which will reduce our strategic and operating flexibility.

The IRS ruling and opinion from tax counsel confirming the tax-free status of the Distribution relied on certain representations and undertakings from us, and the tax-free status of the Distribution could be affected if these representations and undertakings are not

correct or are violated. If the Distribution fails to qualify for tax-free treatment, it will be treated as a taxable dividend to ADP stockholders in an amount equal to the fair market value of our stock issued to ADP stockholders. In that event, ADP would be required to recognize a gain equal to the excess of the sum of the fair market value of our stock on the Distribution date and the amount of cash received in the cash distribution over ADP’s tax basis in our stock.

In addition, current tax law generally creates a presumption that the Distribution would be taxable to ADP, but not to its stockholders, if we or our stockholders were to engage in a transaction that would result in a 50% or greater change by vote or by value in our stock ownership during the two-year period beginning on the Distribution date, unless it is established that the Distribution and the transaction are not part of a plan or series of related transactions to effect such a change in ownership. In the case of such a 50% or greater change in our stock ownership, tax imposed on ADP in respect of the Distribution would be based on the fair market value of our stock on the Distribution date over ADP’s tax basis in our stock.

Under the tax allocation agreement that we entered into with ADP, we are generally prohibited, with a number of specified exceptions, for specified periods of up to 30 months following the Distribution, from:

•

issuing, redeeming, or being involved in other significant acquisitions of our equity securities;

•

transferring significant amounts of our assets;

•

amending our certificate of incorporation or by-laws;

•

failing to engage in the active conduct of a trade or business; or

•

engaging in certain other actions or transactions that could jeopardize the tax-free status of the Distribution.

We have agreed to indemnify ADP for taxes and related losses resulting from certain actions that may cause the Distribution to fail to qualify as a tax-free transaction.

Under the tax allocation agreement that we entered into with ADP, we agreed generally to indemnify ADP for taxes and related losses it suffers as a result of the Distribution failing to qualify as a tax-free transaction, if the taxes and related losses are attributable to:

•

direct or indirect acquisitions of our stock or assets (regardless of whether we consent to such acquisitions);

•

negotiations, understandings, agreements or arrangements in respect of such acquisitions; or

•

our failure to comply with certain representations and undertakings from us, including the restrictions described in the preceding risk factor.

See Item 1 of Part I “The Separation of Broadridge from ADP—Tax Allocation Agreement” of this Annual Report on Form 10-K. Our indemnity covers both corporate level taxes and related losses imposed on ADP in the event of a 50% or greater change in our stock ownership described in the preceding risk factor, as well as taxes and related losses imposed on both ADP and its stockholders if, due to our representations or undertakings being incorrect or violated, the Distribution is determined to be taxable for other reasons.

The indemnification obligation to ADP for taxes due in the event of a 50% or greater change in our stock ownership could be substantial, and it is unlikely that we would have the resources to satisfy it.

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table contains information about our purchases of our equity securities for each of the three months during our third fiscal quarter ended March 31, 2010:


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Plan(2)	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans (2)
January 1, 2010 – January 31, 2010	7,000	$	22.73	—	—
February 1, 2010 – February 28, 2010	—		—	—	—
March 1, 2010 – March 31, 2010	481,604		21.76	459,100	3,399,722

Total	488,604	$	21.77	459,100	3,399,722

(1)	Includes 7,000 shares purchased from employees in January 2010 and 22,504 shares purchased from employees in March 2010 to pay taxes related to the vesting of restricted shares.

(2)

On August 11, 2009, the Board of Directors authorized a stock repurchase plan for the repurchase of up to 10 million shares of the Company’s common stock to offset share dilution created by the Company’s equity compensation plans. During the fiscal quarter ended March 31, 2010, the Company purchased 459,100 shares of common stock under this plan at an average price per share of $21.78.

Item 3.

DEFAULTS UPON SENIOR SECURITIES

None.

Item 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Item 5.

OTHER INFORMATION

None.

Item 6.

EXHIBITS


10.1		Offer Letter dated as of March 15, 2010, by and between Broadridge Financial Solutions, Inc. and Timothy Gokey.

10.2		Information Technology Services Agreement dated as of March 31, 2010, by and between International Business Machines Corporation and Broadridge Financial Solutions, Inc. ¹

31.1		Certification of the Chief Executive Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14 or Rule 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer of Broadridge Financial Solutions, Inc., pursuant to Rule 13a-14 or Rule 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Certain Confidential Information contained in this Exhibit was omitted by means of redacting a portion of the text and replacing it with an asterisk. This Exhibit has been filed separately with the Secretary of the Securities and Exchange Commission without the redaction pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

Broadridge Financial Solutions, Inc.

1981 Marcus Avenue

Lake Success, NY 11046

516 472 5454 Phone

Richdaly@broadridge.com

March 4, 2010

Timothy Gokey

600 East 45 ^th Street

Kansas City, MO 64110

Dear Tim,

Congratulations! It is my pleasure to extend to you a conditional offer of employment for the position of SVP and Chief Corporate Development Officer, reporting to me and based out of our Corporate headquarters in Lake Success, New York. Upon satisfaction of all of the conditions described in this letter, your anticipated start date is April 5, 2010.

As we discussed, your joining the Broadridge team is a key element of our ongoing succession planning efforts, and we look forward to your confirmation that you are coming on board. The terms expressed in this letter will be in effect until December 31, 2012.

Base Salary

You will receive a monthly base salary of $41,666.67, or $500,000 per year. You will be eligible to receive a pro-rated merit increase in October, 2010. You will participate in the annual performance appraisal process and merit review cycle applicable to Corporate Officers.

Annual Cash Bonus

You will be eligible to participate in the annual bonus plan. Your FY’10 bonus target will be 100% of your base salary. You have the opportunity to earn up to 200% of your annual target each year.

Guaranteed FY’10 Bonus: Your FY’10 bonus will be guaranteed to pay a minimum of $125,000 (100% of target, pro-rated for three months’ employment in the 2010 fiscal year).

The bonus is payable following completion of the fiscal year and you must be employed with Broadridge on June 30 ^th of the year to which the bonus pertains to receive your bonus.

Cash Signing Bonus

You will receive a one-time cash signing bonus of $250,000, payable within 30 days of your start date. You will owe 100% of this payment back to Broadridge if you voluntarily terminate employment within one year of the payment, and you will owe 50% of this payment back to Broadridge if you voluntarily terminate employment between one and two years of the payment.

Broadridge Stock Ownership Plan

Broadridge will provide you with the opportunity to build long-term wealth and share in the growth and profitability of Broadridge through two separate equity vehicles: Restricted Stock Unit (RSU) grants, and Stock Option grants.

Restricted Stock Units (RSUs):

Grants are scheduled to be made annually in October of each year, with the number of RSUs based on target values that are reviewed and approved annually by the Compensation Committee of the Broadridge Board of Directors. It is expected that your ongoing annual grant will have a target expected value of $325,000, with the first regular grant made in October 2010 and vesting in April 2013 based on achieving pre-established performance conditions. The Compensation Committee reserves the right to amend or terminate this plan at any time.

Management will recommend that the Compensation Committee approve the following special one-time grant amounts in May 2010, with a total value equal to $650,000 . These amounts will vest, subject to the conditions set forth in the applicable award agreement, as follows:

•

The first grant with an estimated value at the time of grant of $325,000 will not be subject to performance conditions, and will vest and convert to Broadridge shares on April 1, 2011.

•

The second grant with an estimated value at the time of grant of $325,000 will be subject to performance conditions, as applicable to other Broadridge Corporate Officers. If the performance conditions are met, this grant will vest and convert to Broadridge shares on April 1, 2012.

Stock Options

You are eligible to receive Stock Option grants in February each year, beginning in February 2011, with a target expected value of approximately $500,000 per grant annually. The termination date and vesting provisions will be consistent with other Corporate Officer annual stock option grants.

At-Hire Special Option Grant: We will recommend that the Compensation Committee of the Board of Directors approve two grants totaling 250,000 stock options in May 2010.

•

100,000 of these options will vest over two years, at a rate of 50% per year on each anniversary date of the grant.

•

150,000 of these options will vest over five years, at a rate of 20% per year on each anniversary date of the grant.

Paid Time Off

You will accrue up to three (3) weeks’ vacation and three personal holidays annually. In addition, there are generally nine paid holidays per calendar year.

Corporate Officer Benefits

As a Corporate Officer, you will be eligible to participate in the Supplemental Officers Retirement Plan (“SORP”), the Executive Retiree Healthcare Plan, and the Executive Auto Program.

Relocation

You are eligible to participate in the standard Broadridge Executive Relocation Program. In addition to the details explained in the policy, we will offer you the following:

•

Provided that you purchase a home in the New York region, you will be able to receive a rental cost subsidy on the unsold Kansas City home for up to 12 months and remain eligible for a guaranteed home purchase as defined in the policy. If you select this option, the guaranteed home purchase amount will be based on new appraisals that must occur within 90 days of the expiration of the 12-month rental subsidy. The guaranteed purchase amount would be subject to a reduction for the sum of rental cost subsidies paid to you by Broadridge during the rental period.

•

For the first three years following your employment date, if you are involuntarily terminated without cause by Broadridge or voluntarily terminate your employment for good reason, Broadridge would reimburse you for any financial loss you might incur on the sale within one year following your termination of employment of your New York region home, excluding capital improvements made on the home during your period of ownership, and any such reimbursement will be paid to you during the calendar year immediately following the calendar year of your termination of employment.

•

Broadridge will reimburse you for the costs of weekly commuting from Kansas City to New York from your date of hire through September 1, 2010.

Page 2 of 7

In recognition of the signing bonus being offered to you, you will not be eligible to receive any mortgage subsidy payment that otherwise would be available to you under the relocation program.

Benefits

You will be eligible to enroll in standard associate benefits including medical, dental and vision care, and in the 401(k) plan, upon employment.

Severance

Your employment is “at will”. This means that your employment is for no definite period of time, and either you or Broadridge may terminate your employment at any time, with or without cause or notice. For the purposes of this offer letter, a termination of employment by you for good reason will mean a termination of employment by you within 90 days following the occurrence of any of the following events and the failure of Broadridge to rectify such occurrence within 30 days of written notice from you of your intent to invoke a good reason termination:

(i)

A reduction in the compensation set forth in the base salary section of this offer letter, unless such a reduction in base salary is 10% or less and is applicable to other Corporate Officers;

(ii)

The relocation of your office greater than fifty (50) miles from Lake Success, New York, if such relocation increases your commute;

(iii)

You no longer report directly to the Chief Executive Officer;

(iv)

Your duties and responsibilities are materially diminished at any point during the duration of the terms of this letter; and

(v)

Your role and primary responsibilities at Broadridge have not been materially enhanced by me, or any successor to me, by December 31, 2012.

If your employment is terminated by Broadridge without cause or you terminate employment for good reason as defined above, you will be eligible for severance pay via compensation continuation as follows (so long as you execute and deliver to Broadridge a general release of claims reasonably satisfactory to Broadridge on or before the date that is 50 days following the date of termination and you do not revoke such release prior to the end of the statutory seven-day revocation period):

(i)

Two years’ payment of your then-current annual base salary, to be paid over twelve (12) months in equal monthly installments in arrears, provided that the first and second monthly installments shall be paid on the date that is sixty days after the date of termination; and

(ii)

RSUs and stock options granted prior to termination shall continue to vest during the twelve months that you receive severance payments. Vested stock options will be exercisable until the earlier of the regular option expiration date or 180 days past the last date of severance payments.

All such payments will be subject to your continued compliance for the duration of the severance period with the restrictive covenants attached as Annex A hereto, which you hereby agree to (and will separately execute).

If you are discharged for cause or you terminate employment without good reason, you will not be eligible for severance pay. As used in this offer letter, the term “for cause” shall cover circumstances where Broadridge elects to terminate your employment because you have:

(i)

Been convicted of or pled nolo contendere to a criminal act for which the punishment under applicable law may be death or imprisonment for more than one year;

Page 3 of 7

(ii)

Willful failure or refusal to perform your material obligations as an employee of Broadridge and such failure or refusal shall continue during the 30 day period following the receipt by you of written notice from Broadridge of such failure or refusal;

(iii)

Committed any act or omission of gross negligence in the performance of your material duties hereunder and failed to take appropriate corrective action, if such act or omission is susceptible of correction, during the 30 day period following the receipt by you of written notice from Broadridge of such act or omission of gross negligence;

(iv)

Committed any act of willful or reckless misconduct; or

(v)

Violated Broadridge’s Code of Business Conduct and Ethics.

Notwithstanding anything in this paragraph, if you are discharged “for cause,” Broadridge will pay all vested or accrued wages, vacation, and expense reimbursement owed to you on the date of such discharge.

Terms

The Bonus and/or Benefit Plan(s) described in this letter are subject to the terms and conditions of the specific plan documents.

Bonus payments (other than the Cash Signing Bonus and Guaranteed FY’10 Bonus described above) and grants (other than the At-Hire Special Option Grant described above) are not guaranteed and are subject to change or modification, elimination and/or replacement by alternate programs due to business conditions and subject to Board approval.

In accordance with our policy, this offer is contingent upon successfully meeting our pre-employment conditions involving a drug test, criminal background check and verification of employment with your previous employer(s).

Under separate cover, we will send an I-9 form for completion as required by the U.S. Government. In order to comply with the Immigration Reform and Control Act of 1986, you will need to bring documents that establish your identity and authorization to work in the United States. Please review the I-9 form we will send for a list of acceptable documents. In the interim, should you have any questions, please contact Maryjo directly at 516-472-5475.

Please be reminded that Broadridge does not want you to use or bring with you, at any time, any confidential information, trade secrets and/or proprietary information from any of your former employers.

Section 409A

It is intended that this agreement will comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and any regulations and guidelines promulgated thereunder (collectively, “Section 409A”), to the extent the agreement is subject thereto, and the agreement shall be interpreted on a basis consistent with such intent. Notwithstanding any provision to the contrary in this agreement, if you are deemed on the date of your “separation from service” (within the meaning of Treas. Reg. Section 1.409A-1(h)) with Broadridge to be a “specified employee” (within the meaning of Treas. Reg. Section 1.409A-1(i)), then with regard to any payment or benefit that is considered deferred compensation under Section 409A payable on account of a “separation from service” that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code (after taking into account any applicable exceptions to such requirement), such payment or benefit shall be made or provided on the date that is the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service,” or (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum and any remaining payments and benefits due under this agreement will be paid or provided in accordance with the normal payment dates specified for them herein. With respect to any reimbursement or in-kind benefit arrangements of Broadridge and its subsidiaries that constitute deferred compensation for purposes of Section 409A, except as otherwise permitted by Section 409A, the following conditions shall

Page 4 of 7

be applicable: (i) the amount eligible for reimbursement, or in-kind benefits provided, under any such arrangement in one calendar year may not affect the amount eligible for reimbursement, or in-kind benefits to be provided, under such arrangement in any other calendar year (except that the health and dental plans may impose a limit on the amount that may be reimbursed or paid), (ii) any reimbursement must be made on or before the last day of the calendar year following the calendar year in which the expense was incurred, and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. Whenever payments under this agreement are to be made in installments, each such installment shall be deemed to be a separate payment for purposes of Section 409A.

We think you will find Broadridge to be an exciting and dynamic place to work. We hope that you will consider our offer carefully and make the decision to join our team at Broadridge. This offer is in effect for five days. Please sign and return the enclosed copy to Maryjo as soon as possible.

Sincerely,

[signature required for the official document]

/s/ Rich Daly

Rich Daly

CEO

I accept the offer as stated above:


/s/ Timothy Gokey 3/15/2010
Timothy Gokey Date


cc:		Maryjo Charbonnier, Chief Human Resources Officer
		Scott Oberstaedt, VP Compensation

Page 5 of 7

LOGO

March 4, 2010

Restrictive Covenant

In my position(s) with Broadridge Financial Solutions, Inc., its subsidiaries and affiliates (collectively “Broadridge”), I participate in policy decisions and have access to Broadridge’s confidential information and trade secrets. I enjoy substantial compensation and benefits from Broadridge and am participating substantially in its 2007 Omnibus Award Plan. Since it is in Broadridge’s best interests that all employees in executive positions execute restrictive covenants, I agree as follows:

1. During the period that I am an Broadridge employee and ending twelve months after the date I cease to be an Broadridge employee for any reason whatsoever (the “Non-Competition Period”), I will not, provided that I have been an Broadridge employee for at least six months, directly or indirectly, become or be interested in, employed by, or associated with in any capacity, any person, corporation, partnership or other entity whatsoever (a “Person”) engaged in any aspect of Broadridge’s businesses or businesses Broadridge has formal plans to enter on the date I cease to be an Broadridge employee (the “Termination Date”), in a capacity which is the same or similar to any capacity in which I was involved during the last two years of my employment by Broadridge. The restrictions set forth in this paragraph 1 shall apply only to the businesses or businesses that Broadridge has formal plans to enter with which I was involved. After the Termination Date, however, nothing shall prevent me from owning, as an inactive investor, securities of any competitor of Broadridge which is listed on a national securities exchange. Furthermore, after the Termination Date, I may become employed in a separate, autonomous division of a corporation provided such division is not a competitor of Broadridge.

2. During and after my employment by Broadridge, I will not use, or disclose to any Person any confidential information, trade secrets and proprietary information of Broadridge, its vendors, licensors, marketing partners or clients, learned by me during my employment and/or any of the names and addresses of clients of Broadridge. I acknowledge that I am prohibited from taking any confidential, proprietary or other materials or property of Broadridge with me upon termination of my employment. Upon termination of my employment, I shall return all Broadridge materials (including, without limitation, all memoranda and notes containing the names, addresses and/or needs of Broadridge clients and bona fide prospective clients) in my possession or over which I exercise control, regardless of whether such materials were prepared by Broadridge, me or a third party.

3. During the Non-Competition Period, I shall not, on my behalf or on behalf of any other Person, directly or indirectly, solicit, contact, call upon, communicate with or attempt to communicate with any Person which was a client or a bona fide prospective client of Broadridge before the Termination Date to sell (license or lease) any software or service competitive or potentially competitive with any software or services sold, licensed, leased, provided or under development by Broadridge during the two-year period prior to the Termination Date, provided that the restrictions set forth in this paragraph 3 shall only apply to clients or bona fide prospective clients of businesses of Broadridge with which I was involved.

4. During the Non-Competition Period, I will not, directly or indirectly, hire, contract with, solicit, or encourage to leave Broadridge’s employ any Broadridge employee, or hire or contract with any former Broadridge employee within one year after the date such person ceases to be an Broadridge employee.

5. During my employment by Broadridge, I shall not accept any position (unless such position is to commence after my employment ceases), compensation, reimbursement or funds, or their equivalent, from any Person engaged in any business in which Broadridge is engaged.

Page 6 of 7

6. A violation of the foregoing covenants not to compete, not to disclose, not to solicit and not to hire will cause irreparable injury to Broadridge. Broadridge shall be entitled, in addition to any other rights and remedies it may have at law or in equity, to an injunction enjoining and restraining me from performing, and continuing in the performance of, any such violation.

7. I understand and acknowledge that Broadridge shall have the sole and exclusive rights to anything relating to its actual or prospective business which I conceive or work on, either in whole or in part, while employed by Broadridge and that all such work product may be property of Broadridge as “works for hire” under federal copyright law and may also constitute Broadridge confidential and proprietary information. Accordingly, I:

(a)

will promptly and fully disclose all such items to Broadridge and will not disclose such items to any other person or entity without Broadridge’s prior consent;

(b)

will maintain on Broadridge’s behalf and surrender to Broadridge upon termination of my employment appropriate written records regarding all such items;

(c)

will, but without personal expense, fully cooperate with Broadridge, execute all papers and perform all acts requested by Broadridge to establish, confirm or protect its exclusive rights in such items or to enable it to transfer legal title to such items, together with any patents that may be issued;

(d)

will, but without personal expense, provide such information and true testimony as Broadridge may request regarding such items including, without limitation, items which I neither conceived nor worked on but regarding which I have knowledge because of my employment with Broadridge;

(e)

hereby assign to Broadridge, its successors and assigns, exclusive right, title and interest in and to all such items, including any patents which have been or may be issued; and

(f)

state that only such items in which I personally hold or claim an interest and which are not subject to this Agreement are listed on the Ownership Schedule attached hereto. The absence of an Ownership Schedule means that no such items exist.

7. My obligations under this Agreement shall be binding upon me regardless of which office(s) of Broadridge I am employed at or position(s) I hold and shall inure to the benefit of any successors or assigns of Broadridge. This Agreement supplements and does not supersede any prior agreement(s) on the subject matter addressed herein.

8. If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement shall remain in effect. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. I acknowledge that the terms of this Agreement are reasonable and that I have had a reasonable opportunity to consult with an attorney before agreeing to the terms of this Agreement.

Acknowledged and Agreed:


/s/ Timothy Gokey 3/15/2010
Timothy Gokey Date

Page 7 of 7

Exhibit 10.2

EXECUTION

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A

CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE

SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN

REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF THE REDACTED LANGUAGE.

INFORMATION TECHNOLOGY SERVICES AGREEMENT

between

INTERNATIONAL BUSINESS MACHINES CORPORATION

and

BROADRIDGE FINANCIAL SOLUTIONS, INC.

Dated as of March 31, 2010

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

TABLE OF CONTENTS


		Page
ARTICLE 1	DEFINITIONS AND INTERPRETATION	1
1.01.	Definitions	1
1.02.	References	12
1.03.	Headings	12
1.04.	Precedence	12

ARTICLE 2	TRANSITION SERVICES	13
2.01.	Transition Services	13
2.02.	Acceptance of Deliverables	13
2.03.	Critical Milestones	13

ARTICLE 3	SERVICES	13
3.01.	Services	13
3.02.	Acceptance of Deliverables	13
3.03.	Customer Third Party Contracts	14
3.04.	Labor and Materials	14
3.05.	Customer Architecture	14
3.06.	Knowledge Sharing	14
3.07.	Technology and Process Enhancements	15
3.08.	Technology Refresh and Standardization	16
3.09.	Inspections and Monitoring	16
3.10.	Directions	16
3.11.	Instruction and Related Support	17
3.12.	New Services	17
3.13.	Assistance with Financial Matters and Planning	17
3.14.	Insourcing and Resourcing	18
3.15.	Projects	18
3.16.	Savings Clause	18

ARTICLE 4	CUSTOMER SATISFACTION AND BENCHMARKING	19
4.01.	Customer Satisfaction Survey	19
4.02.	Customer Satisfaction Generally	19
4.03.	Benchmarking	19
4.04.	Benchmarking Process	19
4.05.	Benchmark Results Review Period and Adjustments	20
4.06.	Benchmarking for [ ******** ] Services	21

ARTICLE 5	SERVICE DELIVERY ORGANIZATION	23
5.01.	Service Delivery Organization	23
5.02.	Key Individuals	25

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83


5.03.	Replacement	25
5.04.	Conduct of Service Delivery Organization	26
5.05.	Subcontracting and Supplier Agents	26

ARTICLE 6	HUMAN RESOURCES	27

ARTICLE 7	SERVICE LOCATIONS	27
7.01.	Service Locations	27
7.02.	Safety, Health and Hazards	27
7.03.	Security at Service Locations	27
7.04.	Security Relating to Competitors	28
7.05.	Supplier Furnished Space	28
7.06.	Visits to Service Locations	28
7.07.	Hardware Segregation	28

ARTICLE 8	SERVICE LEVELS	28

ARTICLE 9	COOPERATION WITH CUSTOMER THIRD PARTY SUPPLIERS	29
9.01.	Cooperation with Customer Third Party Suppliers	29
9.02.	Cooperation on Issues and Service Problems	30
9.03.	Disputes Related to Cooperation	30
9.04.	Customer Responsibilities	31

ARTICLE 10	LICENSES AND PROPRIETARY RIGHTS	31
10.01.	Customer Software and Work Product	31
10.02.	Supplier Software and Work Product	32
10.03.	Developed Software and Work Product	33
10.04.	Inventions	33
10.05.	Third Party Restrictions	34
10.06.	Software Maintenance	34

ARTICLE 11	DATA	34
11.01.	Ownership of Data	34
11.02.	Correction of Errors	35
11.03.	Provision and Return of Data	35
11.04.	Data Security and Computer Access	35
11.05.	Records Management	35
11.06.	Privacy and Personal Data	35
11.07.	Data Protection Agreement	37

ARTICLE 12	CONSENTS	37
12.01.	Supplier Consents	37
12.02.	Customer Consents	37
12.03.	Cooperation	37

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83


ARTICLE 13	FEES	37
13.01.	Fees	37
13.02.	Expenses	38
13.03.	[ ******** ]	38
13.04.	Certain Changes in Control	38

ARTICLE 14	TAXES	38
14.01.	Sales Taxes	38
14.02.	Invoice Details	38
14.03.	Tax Cooperation	38

ARTICLE 15	INVOICE AND PAYMENT	39
15.01.	Invoices Generally	39
15.02.	Invoice Timing	39
15.03.	Payment	39
15.04.	Withholding; Rights of Set-Off	40
15.05.	Currency	40

ARTICLE 16	GOVERNANCE AND CHANGE CONTROL	40
16.01.	Governance	40
16.02.	Service Requests and Changes of Scope	40

ARTICLE 17	REPORTS, DATA AND REAL TIME DATA ACCESS	41

ARTICLE 18	AUDITS	41
18.01.	Services Audits	41
18.02.	Audit Controls	41
18.03.	Fees Audits	42
18.04.	SAS-70 and Sarbanes-Oxley	42
18.05.	Facilities	44
18.06.	Regulatory Information	44
18.07.	Availability	44
18.08.	ISO 9001 and ISO 27001	45
18.09.	Data Center Designation	45
18.10.	Disclosure of Supplier’s Costs	45
18.11.	AT&T Service Location SAS-70	45

ARTICLE 19	CONFIDENTIAL INFORMATION	45
19.01.	Generally	45
19.02.	Permitted Disclosure	45
19.03.	Exclusions	46
19.04.	Return of Materials	46
19.05.	Unauthorized Access	46

– Broadridge Confidential; IBM Confidential –

iii

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83


ARTICLE 20	COMPLIANCE WITH LAWS	46
20.01.	By Customer	46
20.02.	By Supplier	46
20.03.	Interpretation of Laws	47

ARTICLE 21	REPRESENTATIONS, WARRANTIES AND COVENANTS	47
21.01.	By Customer Party	47
21.02.	By Supplier Party	48
21.03.	Disclaimer	50
21.04.	Repair and Re-performance	50

ARTICLE 22	INDEMNIFICATION	51
22.01.	Indemnification by Customer Party	51
22.02.	Indemnification by Supplier Party	51
22.03.	Indemnification Procedures	53
22.04.	Contribution	54

ARTICLE 23	DAMAGES	54
23.01.	Direct Damages	54
23.02.	Consequential Damages	54
23.03.	Liability of Customer	54
23.04.	Liability of Supplier	55
23.05.	Injunctive Relief	56
23.06.	[ ******** ]	56

ARTICLE 24	INSURANCE	56
24.01.	Insurance	56
24.02.	Requirements Applicable to All Insurance Coverages	57
24.03.	Insurance Documentation	57
24.04.	Risk of Loss	57
24.05.	Visits By Insurance Providers	58

ARTICLE 25	TERM AND TERMINATION	58
25.01.	Term	58
25.02.	Termination for Convenience	58
25.03.	Termination for Cause	58
25.04.	Termination for IBM Change in Control	59
25.05.	Termination for [ ******** ]	59
25.06.	Termination for [ ******** ]	59
25.07.	Termination for [ ******** ]	59
25.08.	Partial Termination	59
25.09.	Other Terminations	59
25.10.	Termination Fees	60
25.11.	Effect of Termination	60

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83


25.12.	Return of Materials	62
25.13.	Hiring of Service Delivery Organization	62
25.14.	Termination Assistance	62
25.15.	Exit Plan	63

ARTICLE 26	[****]	63
26.01.	[****]	63
26.02.	[****]	63

ARTICLE 27	FORCE MAJEURE	63
27.01.	Force Majeure	63
27.02.	Alternate Source	64
27.03.	No Payment for Unperformed Services	65

ARTICLE 28	BUSINESS CONTINUITY	65
28.01.	In General	65
28.02.	BCP Testing	65
28.03.	BCP Review	66

ARTICLE 29	MISCELLANEOUS	66
29.01.	Amendment	66
29.02.	Assignment	66
29.03.	Business Ethics	66
29.04.	Dispute Resolution	66
29.05.	Divestiture and Acquisition	67
29.06.	Entire Agreement	68
29.07.	Export	68
29.08.	Good Faith and Fair Dealing	68
29.09.	Governing Law and Jurisdiction	68
29.10.	Independent Contractor	68
29.11.	Notices	68
29.12.	No Exclusive Agreement	69
29.13.	Non-Solicitation	69
29.14.	Publicity	69
29.15.	Remedies Cumulative	70
29.16.	Severability	70
29.17.	Survival	70
29.18.	Third Party Beneficiaries	70
29.19.	Waiver	70
29.20.	Customer Competitors	70

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

TABLE OF EXHIBITS


Exhibit 1		Transition Plan
	Attachment 1-A	Transition Plan

Exhibit 2		Statement of Work
	Attachment 2-A	Mainframe
	Attachment 2-B	Managed Network Services
	Attachment 2-C	Cross-Functional – Other Services
	Attachment 2-D	Cross-Functional – Hardware and Software Services
	Attachment 2-E	Cross-Functional – Service Support Services
	Attachment 2-F	Cross-Functional – Service Delivery Services
	Attachment 2-G	Enterprise Security Services
	Attachment 2-H	Form of Statement of Work

Exhibit 3		Service Level Management
	Attachment 3-A	Critical Service Levels and Key Measurements
	Attachment 3-B	Service Level Matrix
	Attachment 3-C	Measuring Tools and Methodologies
	Attachment 3-D	Post Mortem Document

Exhibit 4		Fees
	Attachment 4-A1	Base Fees
	Attachment 4-A2	Transition Fees and Ramp-Up Fees
	Attachment 4-A3	ARC Rates and RRC Rates
	Attachment 4-A4	Intentionally left blank
	Attachment 4-A5	Unit Rates
	Attachment 4-A6	Summary of Fees
	Attachment 4-B	Financial Responsibility Matrix
	Attachment 4-C	Resource Units
	Attachment 4-D	Resource Unit Baselines
	Attachment 4-E	Form of Invoice
	Attachment 4-F	Capital Expenditure and Hardware Services Charge
	Attachment 4-G	Termination Fees
	Attachment 4-H	Intentionally left blank
	Attachment 4-I	Benchmarking Fee Schedule
	Attachment 4-J	Operational Capacity
	Attachment 4-K	Hourly Rate Card
	Attachment 4-L	ADP Fee Allocation Table

Exhibit 5		Customer Third Party Contracts

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83



Exhibit 6		Customer Software and Hardware

Exhibit 7		Supplier Software and Hardware

Exhibit 8		Service Locations

Exhibit 9		Governance
	Attachment 9-A	Committee Members
	Attachment 9-B	Procedures Manual
	Attachment 9-C	Severity Levels

Exhibit 10		Reports

Exhibit 11		Customer Architecture

Exhibit 12		Customer Policies
	Attachment 12-A	Information Security Requirements
	Attachment 12-B	Drug Testing Requirements

Exhibit 13		Business Continuity Plan
	Attachment 13-A	Customer Disaster Recovery Plan
	Attachment 13-B	Test Acceptance Criteria Checklist

Exhibit 14		Form of Non-Disclosure and Assignment Agreement
	Attachment 14-A	Business Conduct Guidelines
	Attachment 14-B	IBM Confidentiality Agreement

Exhibit 15		Termination Assistance

Exhibit 16		Human Resources Provisions
	Attachment 16-A	[****]

Exhibit 17		Planned Projects

Exhibit 18		Customer Satisfaction Survey
	Attachment 18-A	Sample SET/MET Discussion Document

Exhibit 19		Form of Monthly Datacom Billing File

Exhibit 20		Facilities Use Terms

Exhibit 21		Customer Competitors

Exhibit 22		[****]

Exhibit 23		Supplier Service Location Security Policies
	Attachment 23-A	Data Center Security Policies
	Attachment 23-B	Facilities Infrastructure Tour Process

Exhibit 24		[****] Criteria

Exhibit 25		[****]

Exhibit 26		Supplier Competitors

Exhibit 27		Form of Auditor Update Letter

Exhibit 28		Supplier Confidential Information Pre-Approved for Disclosure

Exhibit 29		Top Twenty Broker-Dealers

Exhibit 30		Supplier Employee Screening Policies and Procedures

Exhibit 31		Restricted Roles

– Broadridge Confidential; IBM Confidential –

vii

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

INFORMATION TECHNOLOGY SERVICES AGREEMENT

This Information Technology Services Agreement (the “ Agreement ”) is made and entered into as of March 31, 2010 (the “ Effective Date ”) by and between INTERNATIONAL BUSINESS MACHINES CORPORATION, with offices at New Orchard Road, Armonk, New York 10504 (“ Supplier Party ”) and BROADRIDGE FINANCIAL SOLUTIONS, INC., with offices at 2 Journal Square Plaza, Jersey City, New Jersey 07306 (“ Customer Party ”).

WHEREAS, the Contracting Parties have engaged in extensive negotiations that have culminated in the formation of the relationship described in this Agreement;

WHEREAS, certain services previously provided to Customer under the ADP Agreement will as of the Effective Date be provided by Supplier to Customer under this Agreement; and

WHEREAS, Supplier desires to provide to Customer, and Customer desires to obtain from Supplier, the services described in this Agreement on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for and in consideration of the agreements set forth below, the Contracting Parties agree as follows:

ARTICLE 1 DEFINITIONS AND INTERPRETATION .

1.01. Definitions The following terms have the following meanings:

“[ ****] ” means [****].

“ Acceptance Criteria ” means the criteria developed by the Parties with respect to a Deliverable or Milestone, as applicable, used to determine whether a Deliverable or Milestone conforms to its specifications and meets or exceeds its functionality and performance requirements.

“ Access ” means the ability to view any applicable data in an unencrypted form, regardless of the means by which such data is transmitted on stored.

“ Additional Resource Charge ” or “ ARC ” has the meaning set forth in Exhibit 4 .

“ ADP ” means ADP, Inc., a Delaware corporation.

“ ADP Agreement ” has the meaning set forth in Section 2.01 .

“ ADP Related Costs ” has the meaning set forth in Exhibit 4 .

“[ ****] ” has the meaning set forth in Section 13.03 .

“ Affected Employee ” has the meaning set forth in Exhibit 16 .

“ Affected MSDO ” has the meaning set forth in Section 25.13 .

“ Affected Party ” has the meaning set forth in Section 27.01(1) .

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

“ Affiliate ” means any partnership, joint venture, corporation or other entity that, as to a Contracting Party, Controls, is Controlled by or is under the common Control with such Contracting Party.

“ Agreement ” has the meaning set forth in the preamble and as further described in Section 1.02 .

“ Assigned Agreements ” means the third party agreements of ADP and Customer Party that are assigned, in whole or in part, to Supplier in accordance with Section 3.03 and that are identified as “Assigned Agreements” in Exhibit 5 .

“ At-Risk Amount ” has the meaning set forth in Exhibit 3 .

“[ ****] Benchmark Target Price ” has the meaning set forth in Section 4.06(1)(ii) .

“[ ****] Fees ” has the meaning set forth in Section 4.06(1) .

“[ ****] Service Locations ” means the Service Locations set forth in Section 4.02 of Exhibit 8 .

“[ ****] Services ” has the meaning set forth in Section 4.06 .

“ Base Fees ” has the meaning set forth in Exhibit 4 .

“ Benchmark Fees ” has the meaning set forth in Section 4.04(3) .

“ Benchmark Results ” means the final results of the Benchmarking Process delivered by the Benchmarker in a written report to each of the Parties, including any supporting documentation requested by Customer or Supplier to analyze the results of the Benchmarking Process.

“ Benchmarker ” means any one of the following entities (or their successors) designated by Customer from time to time to conduct the Benchmarking Process: Gartner, Inc.; Maturity Consulting GmbH; Interactive Data Corporation (IDC); or such other entity as the Parties may agree upon.

“ Benchmarking Fee Schedule ” means the fee schedule to be used in the Benchmarking Process, as identified in Exhibit 4 , [****].

“ Benchmarking Plan ” has the meaning set forth in Section 4.05 .

“ Benchmarking Process ” means the objective measurement and comparison process (utilizing baselines and industry standards) utilized by the Benchmarker to conduct an objective measurement and analysis of the pricing for the Services and compare such pricing to the pricing for similar services ( e.g. , a “like-for-like” comparison) provided by third parties in order to validate whether the Fees are competitive.

“ Break Fee ” has the meaning set forth in Exhibit 4 .

“ Business Continuity Plan ” has the meaning set forth in Section 28.01 .

“ Change ” has the meaning set forth in Exhibit 9 .

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

“ Change Control Procedures ” means the procedures for implementing all Changes, whether chargeable Changes or Non-Chargeable Changes, as set forth in Exhibit 9 .

“ Commencement Date ” means, with respect to a Service set forth in each Statement of Work, the applicable date of the commencement of the delivery of such Service, as set forth in the Transition Plan.

“ Confidential Information ” of a Party means information (and documentation) which (1) is identified in writing as confidential, restricted, proprietary or in any similar manner or (2) based upon the nature of the information (or documentation) or the circumstances under which it was disclosed, accessed, or learned, a reasonable person would understand is confidential; provided, however, that, in the case of either Party, any information (and documentation) disclosed to, accessed by or otherwise learned by the other Party that is in any of the following categories shall be considered confidential whether or not it satisfies any other criterion set forth in this definition: (a) all intellectual property, in each case, of a Party, its Affiliates or its customers, suppliers (including contractors) and other third parties doing business with such Party; (b) with respect to Customer, Customer Data, Customer Software, Developed Customer Software, and Developed Work Product; (c) this Agreement; (d) financial and business plans and data; (e) Personal Data, information (and documentation) relating to human resource operations, policies and procedures; (f) statistical information; (g) marketing plans (including marketing data, strategic plans, and client information); (h) product plans (including technical data, service specifications, product specifications, and computer programs); (i) either Party’s client or customer data and client business information (including client names and client lists); and (j) anything developed by reference to the information described in this definition.

“ Consents ” means the Supplier Consents and Customer Consents.

“ Contract Year ” means each 12-month period during the Term commencing on July 1 ^st and ending on the following June 30 ^th ; provided, however, that the first Contract Year means the period commencing on the Effective Date and ending on June 30, 2010 and the last Contract Year means the period commencing on July 1 ^st of such Contract Year and ending on the final day of the Term.

“ Contracting Parties ” means Customer Party and Supplier Party.

“ Contracting Party ” means either Customer Party or Supplier Party, as applicable.

“ Control ” means, with respect to any entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities (or other ownership interest), by contract or otherwise.

“ Crime ” has the meaning set forth in Section 5.01(2) .

“ Critical Milestone ” means those milestones, and the completion criteria associated with such milestones, designated as “critical” in Exhibit 1 .

“ Customer ” means Customer Party and any current or future Affiliates of Customer Party receiving the Services.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

“ Customer Agent ” means the agents, subcontractors, Customer Third Party Suppliers and representatives of Customer.

“ Customer Architecture ” has the meaning set forth in Section 3.05 .

“ Customer Auditors ” has the meaning set forth in Section 18.01 .

“ Customer Competitor ” means (1) any entity, and any Affiliate or successor thereof, which is set forth in Exhibit 21 , as such Exhibit is updated from time to time in accordance with Section 29.20 and (2) any Top Twenty Broker-Dealer, which Supplier acquires, or with which Supplier effects or undergoes an IBM Change in Control.

“ Customer Consents ” means all licenses, consents, permits, approvals, authorizations and fee arrangements that are necessary to allow (1) Supplier to use (a) any assets owned or leased by Customer, including the Customer Hardware, (b) the services provided for the benefit of Customer under Customer’s third party services contracts and (c) the Customer Software, in each case, as necessary to provide the Services and (2) (a) the Assigned Agreements to be assigned to Supplier and (b) Supplier to (i) manage, administer and maintain or (ii) accept assignment or novate, in each case, the Customer Third Party Contracts pursuant to Section 3.03 .

“ Customer Data ” means all data or information (including reports and Personal Data), whether or not owned by, or relating to, Customer or any third party, including the suppliers and clients of Customer: (1) submitted to Supplier (or to which access is permitted) by Customer or (2) created, developed or produced by Supplier (other than Supplier intellectual property or data internal to Supplier ( e.g. , Supplier personnel data, cost data, or internal reviews)) for Customer in connection with this Agreement.

“ Customer Executive ” has the meaning set forth in Exhibit 9 .

“ Customer Hardware ” means the Hardware leased or owned by Customer that are used by Supplier to provide the Services, including the Hardware set forth in Exhibit 6 , and any modification or enhancement of the foregoing.

“ Customer Indemnified Parties ” has the meaning set forth in Section 22.02 .

“ Customer Laws ” has the meaning set forth in Section 20.01 .

“ Customer Lines of Business ” means (a) securities trade processing solutions for all clearance and custody functions (including international and domestic equities, mutual funds, options, futures, fixed income and mortgage backed securities), which solutions include back-office operations outsourcing, business process management, data aggregation, tax processing, reference data management, order execution; SWIFT processing, support and application solutions for private banking and wealth management, investor websites, broker desktops, performance reporting and portfolio management and (b) investor communications services, which services include global proxy processing, distribution of meeting materials and agendas, proxy solicitation (for mutual funds) and vote tabulation, corporate actions and reorganization services, electronic document archival and delivery, stock transfer agency, client on-boarding (including new accounts processing), pre- and post-sale prospectus delivery, statement and confirmation printing, marketing communications, document management, print and mail, document archival, tax information reporting, investor internet services, Investor Mailbox™, Advisor Mailbox™, Investor Network™ and Virtual Shareholder™.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

“ Customer Losses ” has the meaning set forth in Section 22.02 .

“ Customer Party ” has the meaning set forth in the preamble.

“ Customer Senior Executive ” has the meaning set forth in Exhibit 9 .

“ Customer Site ” means any premises owned or leased by Customer.

“ Customer Software ” means the Software owned or licensed by Customer (other than the Supplier Software) that is used in connection with the Services, including the Software set forth in Exhibit 6 , and any modification, enhancement or derivative work of the foregoing.

“ Customer Third Party Contracts ” means the agreements set forth in Exhibit 5 .

“ Customer Third Party Supplier ” has the meaning set forth in Section 9.01 .

“ Customer Work Product ” means the Work Product owned or licensed by Customer (other than the Supplier Work Product) that is used in connection with the Services.

“ Damages Cap ” has the meaning set forth in Section 23.01(1) .

“ Data Protection Laws ” means all Laws relating to processing and security of Personal Data in respect of Customer and its clients, including the Canadian Personal Information Protection and Electronic Documents Act (and any applicable provincial legislation, such as the Laws in Quebec, British Columbia and Alberta), Directive 95/46/EC of the European Parliament (and any applicable national legislation in any European Union member state implementing Directive 95/46/EC) and Laws of the United States on privacy, data security and security breach notification (including the Gramm-Leach-Bliley Act and the Massachusetts General Laws c. 93H codified at 201 CMR 17.00: Standards for the Protection of Personal Information of Residents of the Commonwealth).

“ Data Safeguards ” has the meaning set forth in Section 11.04 .

“ Data Security Event ” has the meaning set forth in Section 11.06(6) .

“ Data Subject ” means any natural person about whom data may be processed by Supplier in connection with Services.

“ Definitive Agreement ” has the meaning set forth in Section 13.03 .

“ Deliverables ” means the Developed Customer Software, Developed Supplier Software, Developed Work Product and any other Software, Work Product, products, documentation or other items to be developed or otherwise provided by Supplier pursuant to this Agreement.

“ Destroy or Erase ” means to either (1) convert a medium into a form from which the information cannot be recreated or read, (2) overwrite the information on a medium in a manner that meets or exceeds the data destruction standards of the U.S. Department of Defense, such that the information cannot be restored using current computer forensics methods or (3) physically destroy the medium in a manner such that the information is no longer accessible.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

“ Developed Customer Software ” means any Software developed by Supplier that is (1) a modification, enhancement or derivative of Customer Software or (2) an original non-derivative work developed specifically for Customer pursuant to this Agreement.

“ Developed Supplier Software ” means any Software developed by Supplier that is implemented to operate, or is integrated into, Customer’s information technology environment.

“ Developed Work Product ” means any Work Product developed by Supplier: (1) that is a modification, enhancement or derivative of Customer Work Product; or (2) specifically for Customer pursuant to this Agreement that is an original non-derivative work.

“ Disclosing Party ” means the Party making a disclosure of Confidential Information to the Receiving Party.

“ Dispute Notice ” has the meaning set forth in Section 29.04(1) .

“ Disputing Parties ” has the meaning set forth in Section 9.03(1) .

“ Effective Date ” has the meaning set forth in the preamble.

“ Enhanced Screening Process ” has the meaning set forth in Section 5.01(2) .

“ E.U. Data Protection Laws and Regulations ” means the Directive 95/46/EC of the European Parliament, and any applicable national legislation in any European Union member state implementing Directive 95/46/EC.

“ Excused Event ” has the meaning set forth in Section 3.16 .

“ Exit Plan ” has the meaning set forth in Exhibit 15 .

“ Export Controls ” has the meaning set forth in Section 29.07 .

“[ ****] ” has the meaning set forth in Exhibit 25 .

“ Fees ” has the meaning set forth in Exhibit 4 .

“ Force Majeure Event ” has the meaning set forth in Section 27.01(1) .

“[ **** ]” has the meaning set forth in Section [****] .

“ Hardware ” means the equipment, including computers and related equipment, such as servers, central processing units and other processors, controllers, modems, communications and telecommunications equipment (voice, data and video), cables, storage devices, printers, terminals, other peripherals and input and output devices, and other tangible mechanical and electronic equipment intended for the processing, input, output, storage, manipulation, communication, transmission and retrieval of information and data.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

“ IBM Change in Control ” means the (1) consolidation or merger of Supplier Party or IBM Global Services with or into any entity that, giving effect to any such transaction, results in the beneficial owners of the outstanding voting securities or other ownership interests of Supplier Party or IBM Global Services immediately prior to such transaction owning less than 50 percent of such securities or interests after such transaction; (2) sale, transfer or other disposition of all or substantially all of the assets of Supplier Party or IBM Global Services; or (3) acquisition by any entity, or group of entities acting in concert, of beneficial ownership of 50 percent or more of the outstanding voting securities or other ownership interests of Supplier Party or IBM Global Services.

“ IBM Global Services ” means the division of Supplier Party commonly referred to as “IBM Global Services”, which generally conducts Supplier Party’s outsourcing business and is the primary provider of services pursuant to this Agreement.

“ Indemnified Party ” has the meaning set forth in Section 22.03 .

“ Indemnifying Party ” has the meaning set forth in Section 22.03 .

“ Initial Expiration Date ” has the meaning set forth in Section 25.01(1) .

“ Interest ” means the rate per annum equal to the “Prime Rate” (as published in the Wall Street Journal) for the applicable period during which interest may be payable under this Agreement.

“ Inventions ” means any inventions or improvements made or conceived by Supplier in connection with the Services, excluding modifications, enhancements or improvements to (1) Supplier Software, Developed Supplier Software or Supplier Work Product; or (2) inventions of Supplier existing prior to the Effective Date.

“ Key Individual ” has the meaning set forth in Section 5.02(1) .

“ Key Measurement ” has the meaning set forth in Exhibit 3 .

“ Laws ” means all laws, ordinances, rules, regulations and court (or other governmental or administrative) orders, whether international, federal, state or local.

“ Logically Segregated ” means, with respect to any Hardware, that measures have been taken with respect to such Hardware to ensure that such Hardware is (1) not accessible by systems of any third party and (2) logically separated at all times from the data of any third party.

“ Managed Agreements ” means the third party agreements of ADP and Customer Party that are managed, in whole or in part, by Supplier in accordance with Section 3.03 and that are identified as “Managed Agreements” in Exhibit 5 .

“ Milestone Credit ” means the credit payable to Supplier for its achievement of the applicable Critical Milestone, as set forth in Exhibit 1 .

“ Milestone Completion Date ” means the date for completion of each Milestone, as set forth in Exhibit 1 .

“ MSDO ” means a member of the Service Delivery Organization.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

“ New Service ” means any service that is different than, and outside the scope of the Services.

“ Non-Chargeable Change ” means any Change to the extent such Change or applicable portion thereof meets any of the following criteria: (1) such Change [****]; (2) [**** ] ; (3) such Change can be performed [****]; (4) such Change is required for Supplier to meet its obligations under this Agreement; (5) such Change is [****]; (6) such Change is a [****]; and (7) such Change is one which the Parties otherwise agree will be provided or made without payment of any additional Fees.

“ Overcharge Interest ” means interest at a rate of [****] percent per month or the highest lawful rate.

“ Parties ” means Customer and Supplier.

“ Party ” means either Customer or Supplier, as applicable.

“ Pass-Through Expenses ” has the meaning set forth in Exhibit 4 .

“ Payment Date ” has the meaning set forth in Section 15.03 .

“ Performance Credit ” has the meaning set forth in Exhibit 3 .

“ Personal Data ” means data that identifies, could be used to identify, locate or contact, or relates to an individual person, including the following: name, contact information ( e.g. , address, telephone number or e-mail address), social security number, biometric records, date of birth, place of birth, mother’s maiden name, state identification number, driver’s license number, financial account number, credit or debit card number, health information, and information relating to physical, physiological, mental, economic, cultural or social identity, or any other information included in the definitions of “personal information”, “personally identifiable information” or similar definitions under any Data Protection Laws.

“ Physically Segregated ” means, with respect to any Hardware, that measures have been taken with respect to such Hardware to ensure that such Hardware is not networked with, electronically linked to or otherwise accessible by (1) any Hardware that is not leased or owned by Supplier to perform the Services, other than Hardware leased or owned by Customer or (2) any Hardware leased or owned by Supplier to provide services to a third party.

“ Planned Projects ” means the ongoing and planned Projects set forth in Exhibit 17 .

“ Procedures Manual ” has the meaning set forth in Exhibit 9 .

“ Project ” means a discrete unit of discretionary and non-recurring work that is not an inherent, necessary or customary part of the day-to-day recurring Services and is not required for proper performance or provision of the Services in accordance with the Agreement.

“ Ramp-Up Period ” means, with respect to a given Tower, the time between the Commencement Date and the Steady State Date for such Tower.

“ Receiving Party ” means the Party receiving Confidential Information from the Disclosing Party.

“ Recovery Time Objective ” or “ RTO ” has the meaning set forth in Exhibit 13 .

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

“ Reduced Resource Credit ” or “ RRC ” has the meaning set forth in Exhibit 4 .

“ Related Documentation ” means all materials, documentation, specifications, technical manuals, user manuals, flow diagrams, file descriptions and other written information that describes the function and use of related Software.

“ Renewal Term ” has the meaning set forth in Section 25.01(2) .

“ Restricted Third Party Software ” means third party Software with respect to which Supplier has, prior to using such third party Software to provide the Services, (1) notified Customer of Supplier’s inability to transfer, assign or sublicense such third party Software in accordance with Section 10.02(2)(a) and (2) obtained Customer’s approval of such third party Software.

“ Sales Taxes ” has the meaning set forth in Section 14.01 .

“ Services ” means (1) the services, functions, responsibilities and projects of Supplier described in this Agreement (including the services, functions, responsibilities and projects described in the Statement of Work and the Planned Projects), (2) during any Termination Assistance Period, the Termination Assistance Services, (3) during any transition, the Transition Services; and (4) any services, functions, responsibilities or projects not specifically described in this Agreement, but which are required for the proper performance and delivery of the services, functions, responsibilities and projects described in clause (1) through clause (3).

“ Service Delivery Organization ” means the personnel of Supplier who perform any of Supplier’s obligations under this Agreement.

“ Service Interruption Date ” has the meaning set forth in Section 28(1) .

“ Service Level Default ” has the meaning set forth in Exhibit 3 .

“ Service Levels ” has the meaning set forth in Exhibit 3 .

“ Service Location ” has the meaning set forth in Section 7.01 .

“ Service Problem ” has the meaning set forth in Section 9.02 .

“ Service Recipient ” means any divested entity or business unit of Customer designated by Customer Party from time to time to receive the Services pursuant to this Agreement.

“ SIS Canada ” has the meaning set forth in Section 7.04(2) .

“ Software ” means the Source Code and object code versions of any software applications programs, operating system software, computer software languages, utilities, tools and other computer programs, in whatever form or media (including the tangible media upon which such are recorded or printed), together with all corrections, enhancements, modifications, derivatives, improvements, updates and releases thereof.

“ Source Code ” means the human readable form of a Software program in computer programming code or language ( e.g. , “ABAP” or “Java”).

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

“ Statement of Work ” means the statement of work set forth in Exhibit 2 and any other statement of work entered into by the Parties under this Agreement for the provision of the Services.

“ Steady State Date ” means, with respect to a given Tower, the first date that Supplier provides all Services set forth in the applicable Statement of Work with respect to such Tower on a “live” basis.

“[ ****] Date ” has the meaning set forth in Section 26.02 .

“[ ****] Notice ” has the meaning set forth in Section 26.02 .

“[ ****] Plan ” has the meaning set forth in Section 26.02 .

“ Supplier ” means Supplier Party, any Affiliates of Supplier Party and any Supplier Agents performing any of Supplier’s obligations under this Agreement.

“ Supplier Agents ” means the agents, subcontractors and representatives of Supplier Party, or of the Affiliates of Supplier Party, performing any of Supplier’s obligations under this Agreement.

“ Supplier Competitor ” means any entity set forth in Exhibit 26 .

“ Supplier Consents ” means all licenses, consents, permits, approvals, authorizations and fee arrangements that are necessary to allow (1) Supplier to use (a) the Supplier Software and the Developed Supplier Software, (b) any assets owned or leased by Supplier, including the Supplier Hardware, and (c) any third party services retained by Supplier to provide the Services during the Term, in each case to the extent necessary to provide the Services, (2) Supplier to assign to Customer the Developed Customer Software and Developed Work Product as required by this Agreement and (3) Customer to use the Supplier Software, Developed Supplier Software and Supplier Work Product in accordance with Section 10.02

“ Supplier Controls ” has the meaning set forth in Section 18.02(2) .

“ Supplier Dispute ” has the meaning set forth in Section 9.03(1) .

“ Supplier Executive ” has the meaning set forth in Exhibit 9 .

“ Supplier Hardware ” means the Hardware leased or owned by Supplier that are used by Supplier to provide the Services, including the Hardware set forth in Exhibit 7 , and any modification or enhancement of the foregoing.

“ Supplier Indemnified Parties ” has the meaning set forth in Section 22.01 .

“ Supplier Laws ” has the meaning set forth in Section 20.02 .

“ Supplier Operational Law ” means, as applicable, (1) any Law regulating Supplier in its capacity as a provider of information technology services, (2) any Law applicable to Supplier’s performance of the Services and (3) any obligation of Supplier with respect to Data Protection Laws set forth in Section 11.06 and Section 11.07 .

“ Supplier Party ” has the meaning set forth in the preamble.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

“ Supplier Security Policies ” has the meaning set forth in Section 3.06 .

“ Supplier Senior Executive ” has the meaning set forth in Exhibit 9 .

“ Supplier Software ” means the Software owned or licensed by Supplier that is used to provide the Services, including the Software set forth in Exhibit 7 , and any modification, enhancement or derivative work of the foregoing (in each case, to the extent used to provide the Services).

“ Supplier Work Product ” means the Work Product owned or licensed by Supplier (other than the Customer Work Product) that is used to provide the Services.

“ Target Price ” has the meaning set forth in Section 4.05 .

“ Term ” has the meaning set forth in Section 25.01(1) .

“ Termination Assistance Period ” has the meaning set forth in Section 25.14 .

“ Termination Assistance Services ” has the meaning set forth in Section 25.14 .

“ Termination Date ” means the effective date of any termination of this Agreement, in whole or in part, as specified in the notice of termination provided by the terminating Party in accordance with the terms of this Agreement.

“ Termination Fees ” has the meaning set forth in Exhibit 4 .

“[ ****] ” has the meaning set forth in Exhibit 3 .

“ Top Twenty Broker-Dealer ” means any broker-dealer, or any successor thereof, set forth in Exhibit 29 , as such Exhibit is updated from time to time by Customer upon notice to Supplier; provided that the list of broker-dealers set forth in such Exhibit shall be limited to broker-dealers that (1) are registered with the Securities and Exchange Commission, (2) provide brokerage or related services to institutional investors or high net worth individuals and (3) are one of the 20 largest such broker-dealers, as measured by reference to the amount of capital reserves held by each such broker-dealer.

“ Tower ” means each of the applicable categories of Services described in the applicable Statement of Work; provided, however, that in the event such Statement of Work does not describe categories of Services, all Services described in such Statement of Work shall be deemed to comprise a single Tower.

“ Transition Fees ” has the meaning set forth in Exhibit 4 .

“ Transition Plan ” means the transition plan set forth in Exhibit 1 , as may be modified by Customer in accordance with Section 2.01 .

“ Transition Services ” has the meaning set forth in Section 2.01 .

“ Transitioned Employee ” has the meaning set forth in Exhibit 16 .

“ Unrecovered Amortized Expenses ” has the meaning set forth in Exhibit 4 .

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Pursuant to 17 C.F.R. 200.83

“ Variable Charges ” has the meaning set forth in Exhibit 4 .

“[ ****] Services ” has the meaning set forth in Section 4.07 .

“ Virus or Disabling Code ” means any defect, device, computer virus, “lockout”, self-help code or other Software code or routine ( e.g. , back door, time bomb, Trojan horse or worm) that may: (1) disable, restrict use of, lock, erase or otherwise harm Software, Hardware or data (other than (a) passwords and codes which have been provided by one Party to the other Party to permit the use of the applicable Software to provide, or to receive, the Services and (b) code that functions to ensure Software license compliance to the extent Supplier notifies Customer of the specific disabling function of such code, and Customer approves such code prior to its implementation); (2) permit unauthorized monitoring of user behavior ( e.g. , spyware); or (3) permit any other unauthorized use of Software, Hardware or Customer Data ( e.g. , allow zombie use of Hardware).

“ Wind-Down Expenses ” has the meaning set forth in Exhibit 4 .

“ Withholding Cap ” has the meaning set forth in Section 15.04(1) .

“ Work Product ” means any literary works (other than Software), including manuals, training materials, documentation, diagrams, schemes, formats, layouts, reports, specifications and Related Documentation.

1.02. References

(1)

All references to this Agreement include the Exhibits; all references to the Exhibits include any Attachments thereto. Except where otherwise indicated: (a) all references in this Agreement (exclusive of the Exhibits) to Articles or Sections are to Articles or Sections in this Agreement (exclusive of the Exhibits); and (b) all references in this Agreement to Exhibits are to Exhibits to this Agreement.

(2)	All references in this Agreement to and mentions of the word “include”, “including” or the phrases “ e.g .” or “such as” shall mean “including, without limitation.”

(3)	All references to “day”, “week”, “month”, “quarter” or “year” refer to a calendar day, week, month, quarter or year, respectively, unless otherwise indicated.

(4)	All references in this Agreement to any Law shall include such Law in changed, supplemented or newly adopted form.

1.03. Headings The Article and Section headings, Table of Contents and Table of Exhibits are for reference and convenience only and shall not be considered in the interpretation of this Agreement.

1.04. Precedence This Agreement (exclusive of the Exhibits) shall control in the event of any conflict with any Exhibit.

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Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

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ARTICLE 2 TRANSITION SERVICES .

2.01. Transition Services Customer Party shall have the right to modify the Transition Plan (including the Critical Milestones and the Milestone Completion Dates) upon prior notice to Supplier Party to reflect the outcome of the discussions between Customer Party and ADP after the date of this Agreement regarding the Transition Plan and the Transition Services. Any such modification to the Transition Plan proposed by Customer Party must be reasonable in light of discussions with ADP and the overall objectives of the original Transition Plan and Supplier shall perform such modification as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for such modification pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 . Supplier shall perform all services, functions, responsibilities and projects described in the Transition Plan to accomplish the transition of the services, functions, responsibilities and projects described in Exhibit 2 to Supplier, and any other transition-related services, functions, responsibilities and projects that are (1) reasonably requested by Customer on or before the applicable Commencement Date and (2) implicitly or inherently related to the services, functions, responsibilities and projects described in the Transition Plan (the “ Transition Services ”). The Transition Services shall include Supplier’s assistance in the transfer of certain ADP Software and Hardware and third party agreements as described in the Transition Plan. Supplier shall use commercially reasonable efforts to assist Customer to mitigate the costs and expenses incurred by Customer (other than the Transition Fees), including any such costs and expenses payable to ADP, Customer’s clients or any other third party by Customer, in connection with the transactions contemplated by the Transition Services. Except where an interruption or disruption in Services is contemplated in the Transition Plan or is a consequence of the implementation of the Transition Plan (and not from Supplier’s breach of its obligations under this Agreement), the Transition Services shall be performed by Supplier without adversely affecting Customer’s ability to provide services to Customer’s clients and without causing a material interruption or disruption to Customer’s business.

2.02. Acceptance of Deliverables Each Deliverable developed or otherwise provided by Supplier as part of the Transition Services shall be subject to acceptance in accordance with Exhibit 1 .

2.03. Critical Milestones .

(1)	Supplier’s achievement of the Critical Milestones shall be the basis for Customer Party’s payment for the Transition Services relating to the applicable Critical Milestone.

(2)

Subject to Section 3.16 and Section 23.01(2)(f) , if Supplier fails to achieve a Critical Milestone, as further described in Exhibit 1 , by its specified Milestone Completion Date as a result of the failure of Supplier to perform its obligations pursuant to this Agreement: (a) [****] and (b) [****].

ARTICLE 3 SERVICES .

3.01. Services Supplier shall provide the Services to Customer and the Service Recipients in accordance with this Agreement.

3.02. Acceptance of Deliverables Each Deliverable developed or otherwise provided by Supplier as part of the Services shall be subject to acceptance in accordance with Exhibit 9 .

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3.03. Customer Third Party Contracts Exhibit 5 sets forth the Customer Third Party Contracts, and specifies for each such agreement whether Supplier Party shall (1) manage, administer and maintain such agreement, but shall not be financially responsible for fees payable to counterparties under the terms and conditions of such agreement, (2) accept assignment, accept financial responsibility for, or novate such agreement or (3) comply with the usage, access or other rights under such agreement in support of Customer.

3.04. Labor and Materials Supplier shall perform all work necessary to provide the Services in accordance with this Agreement. Supplier shall furnish and pay for all labor, materials, services, facilities, Software, Hardware and computer and other resources necessary to provide the Services and meet its obligations under this Agreement (including the Supplier Software, Developed Supplier Software and Supplier Hardware), excluding (1) Customer’s responsibilities set forth in this Agreement (such as the Customer Software and the Customer Hardware identified in Exhibit 6 to be furnished by Customer) and (2) any facilities for which Customer is financially responsible in accordance with Section 7.01 . Supplier shall keep the Customer Sites and Customer assets under the control of Supplier free of any liens resulting from Supplier’s acts or omissions.

3.05. Customer Architecture Supplier shall comply with Customer’s information technology architecture rules and policies as set forth in Exhibit 11 (the “ Customer Architecture ”). Supplier shall modify (and perform such modification as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for such modification pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ) the Services to comply with any changes in the Customer Architecture that are communicated to Supplier, and such modification, in each case, shall be subject to Customer’s approval. If Customer requests Supplier to perform the Services in a manner that does not comply with the Customer Architecture, Supplier shall not do so until Supplier receives a written variance approved by the appropriate person designated by Customer Party. If Supplier discovers or is notified of a failure to comply with the Customer Architecture, Supplier shall notify Customer Party as soon as reasonably possible after such discovery or notification. Supplier shall, with Customer’s reasonable cooperation, investigate and propose a plan and, upon Customer approval, implement such plan to cure such failure (1) as soon as reasonably possible, if such failure affects the Service Levels and (2) in all other cases, no later than 10 days after Supplier first discovers or is notified of such failure.

3.06. Knowledge Sharing Supplier shall: (1) explain and review the procedures set forth in the Procedures Manual with Customer upon Customer request, up to twice each Contract Year; (2) assist Customer, Customer Agent and Customer client subject matter experts in understanding the performance of the Services and the operation of the Services including attending meetings with Customer or Customer’s designees upon Customer’s request; (3) in compliance with the data center security policies set forth in Exhibit 23 (as may be updated by Supplier from time to time upon notice to Customer, provided that such updated security standards shall not adversely affect Customer (unless required by Law)) (the “ Supplier Security Policies ”), permit Customer’s and Customer Agent’s personnel to visit the Service Locations to observe performance upon reasonable prior notice from Customer; and (4) provide (and perform such action as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for the performance of such action pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ) such explanations, demonstrations and documentation as Customer may request from time to time for Customer to (a) understand the systems used to provide the Services and (b) understand and provide the Services after expiration or termination of this Agreement.

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3.07. Technology and Process Enhancements

(1)

Supplier shall, at least once each Contract Year, provide for Customer Party’s review (a) an assessment of the methodologies, technology and processes then being used to provide the Services and (b) an assessment of the effect of implementing the least cost/highest benefit methods to implement proven methodologies, processes and technology changes. Upon agreement by the Parties to further investigate an assessment pursuant to this Section 3.07(1) , Supplier shall (with the reasonable support of Customer) develop and provide to Customer a business case that explicitly covers investment requirements, risk and reward assessments, and disposal costs. Upon Customer Party’s approval of such business case and execution of an applicable Statement of Work, Supplier shall implement such methodologies, processes and changes in accordance with Section 3.07(3) .

(2)

Supplier shall assist Customer Party to assess leading technology. At least once each Contract Year, Supplier shall meet (a) with the Customer Senior Executive to review Supplier’s performance and discuss technology service, process and industry developments and (b) meet with the Customer Senior Executive to inform Customer Party of any new commercially available methodologies, processes and technical changes Supplier is developing (or methodologies, processes or technology trends and directions of which Supplier is otherwise generally aware) that could reasonably be expected to have an impact on Customer’s business. Upon agreement by the Parties to further investigate an assessment pursuant to this Section 3.07(2) , Supplier shall (with the reasonable support of Customer) develop and provide to Customer a business case that explicitly covers requirements, risk and reward assessments, and disposal costs with respect to such technology. Upon Customer Party’s approval of such business case and execution of an applicable Statement of Work, Supplier shall implement such technologies in accordance with Section 3.07(3) .

(3)

Any implementation of technology and process enhancements or any other new methodologies, processes or technology changes by Supplier shall be subject to Customer Party’s prior review and approval in accordance with Section 3.08 , and upon Customer’s approval, Supplier shall perform such implementation (which shall be performed as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for the performance of such action pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ).

(4)

To the extent set forth in the refresh and currency requirements set forth in Exhibit 4 , Supplier shall maintain methodologies, processes and a level of technology that allows Customer to take advantage of technological and other advances in order to remain competitive in the markets in which Customer competes. In addition, Customer or Supplier shall propose, from time to time, for joint review and approval by the Parties, [****] shall enable Customer to take advantage of (a) developments in information technology, (b) improvements made available to other Supplier clients, and (c) other developments that would enable Customer to achieve the foregoing objectives. In

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preparing the [****], the Parties shall actively review Customer’s information technology and systems, and marketplace trends and developments, to identify opportunities that could comprise [****]. Upon identifying such an opportunity, the Parties shall jointly develop a cost-benefit analysis and business case in order to jointly decide on the implementation of the [****]. As part of such [****], Customer or Supplier may recommend that the Contracting Parties finance, in amounts and in relative proportions between the Contracting Parties to be agreed, Changes to the Services. [****]. To the extent identified in the applicable business case, any project required to implement an agreed-upon [****] shall be implemented as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for the performance of such action pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 .

(5)

If, in the event of a new technology development or advancement related to the Services which causes equipment or technology then being utilized to perform the Services to reduce in price by at least [****] (as compared with the prices for such equipment or technology prior to the time when such change in technology or equipment became commercially available), then the Parties shall, at either Party’s request, meet and mutually determine in accordance with the Change Control Procedures [****] applicable to new or additional resources related to such equipment or technology consistent with the reduction in price referred to above.

3.08. Technology Refresh and Standardization

(1)

Supplier shall be responsible, at its cost and expense, for refresh of technology used to provide the Services as necessary to meet the refresh requirements set forth in Exhibit 4 . Customer Party shall have the right to modify or grant waivers from the requirement to refresh any technology within the control of Customer.

(2)

Supplier shall install and maintain (and shall perform such actions as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for the performance of such actions pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ) additional third party Software as Customer may designate from time to time.

(3)

The approval of Customer Party shall be required as specified in the Change Control Procedures for changes in technology used to provide or receive the Services, including changes that may (a) adversely affect the performance or receipt of the Services or (b) affect the Fees or costs incurred by Customer.

3.09. Inspections and Monitoring Subject to the Supplier Security Policies, Customer shall have the right to inspect upon reasonable prior notice all Service Locations (except the AT&T Service Locations) and to observe, in a manner which does not materially adversely affect Supplier’s performance of the Services, any MSDOs while performing the Services. In addition, Customer shall have the right to review upon reasonable prior notice all training materials, systems, Customer Data, Software and Hardware used to provide the Services.

3.10. Directions Customer Party may provide direction to Supplier with respect to any aspect of the Services. Supplier shall comply with Customer Party’s directions (and shall implement such directions as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for such implementation pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ). If such direction could impact the Service Levels, Supplier shall first advise Customer Party of any potential impact thereon. Any modifications to the Service Levels as a result of such directions shall be implemented in accordance with Exhibit 3 .

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3.11. Instruction and Related Support Upon the request of Customer Party, Supplier shall provide to Customer explanations, demonstrations and instruction (and shall provide such explanations, demonstrations and instruction as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for the provision of such explanations, demonstrations and instruction pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ) via experienced, duly qualified instructors designed to provide Customer with sufficient capability to (1) operate and utilize the Deliverables and (2) utilize the Services, in each case, in its business environment and operations (except with respect to the AT&T Service Locations).

3.12. New Services

(1)

Customer may from time to time during the Term request that Supplier perform a New Service under this Agreement. Upon receipt of such a request from Customer, Supplier shall provide Customer with a written proposal for such New Service, which shall include: (a) a description of the services, functions, responsibilities and projects Supplier anticipates performing in connection with such New Service; (b) a schedule for commencing and completing such New Service; (c) Supplier’s prospective Fees for such New Service, including a detailed breakdown of such Fees; (d) the categories of costs to be avoided as a result of such New Service or the substitution of the New Service for the Service then being provided; (e) a description of any Software or Hardware to be provided by Supplier or Customer in connection with such New Service; (f) a description of the human resources necessary to provide the New Service; (g) a list of any existing Software or Hardware included, or to be used in connection with, such New Service; (h) acceptance test criteria and procedures for any new Software or any products, packages or services; and (i) such other information reasonably requested by Customer. Supplier shall not begin performing any New Service until Customer has provided Supplier with authorization to perform the New Service from the Customer Senior Executive and the Contracting Parties have executed the applicable Statement of Work. Upon execution of such Statement of Work, the New Service shall be a Service under this Agreement. All new Statements of Work shall be substantially in the form of the Statement of Work as set forth in Attachment 2-H to Exhibit 2 , unless otherwise agreed by the Parties.

(2)

If Supplier provides Customer with any Deliverable in connection with this Section and if Customer does not retain Supplier to perform such New Service, Customer shall, at its option, either (a) destroy or return such Deliverable to Supplier or (b) pay Supplier an amount for the Deliverable as agreed by the Parties.

3.13. Assistance with Financial Matters and Planning Supplier shall, in accordance with the Statement of Work, provide: (1) assistance to Customer in connection with financial aspects of using the Services, including a monthly datacom billing file in the form attached as Exhibit 19 and (2) budgeting, forecasting and strategy planning assistance as it pertains to capacity requirements in the data center (including utilization measurements annually used by Customer to determine the proper cost allocations within and among Customer’s business units and products and providing estimated computer processing resource utilizations for large prospective clients of Customer).

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3.14. Insourcing and Resourcing . Upon at least 60 days’ notice to Supplier, Customer may insource, resource or obtain from a Customer Third Party Supplier any portion of the Services; provided, however, that without limiting any other rights of Customer under this Agreement (including Customer’s rights with respect to extraordinary events, as described in Exhibit 4 ), no such action shall reduce the aggregate Fees to an amount less than [****] of the aggregate Base Fees. If Customer insources or resources all of the Services in a Tower in accordance with this Section, such insourcing or resourcing of the entire Tower shall be deemed to be a termination for convenience of such Tower pursuant to Section 25.02 .

3.15. Projects . Supplier shall perform the Planned Projects. Customer shall update the Planned Projects on a monthly basis prior to the Commencement Date for the related Services. All Projects or changes to Projects are subject to the Change Control Procedures. New Projects shall be memorialized by the Parties using the Form of Statement of Work. Unless otherwise specified in a Statement of Work, the Fees (if any) for a Project shall be determined in accordance with Exhibit 4 , and any Deliverables in connection with such Project shall be subject to the Acceptance procedures of Exhibit 9 .

3.16. Savings Clause . Supplier shall be relieved of its obligation to perform the affected Services to the extent Supplier’s failure to perform the applicable obligation is (x) directly attributable to any of the following events (each, an “ Excused Event ”) and (y) not caused by Supplier’s failure to provide any Service in accordance with this Agreement:

(1)	breaches of this Agreement by Customer or Customer Agents, or the failure of ADP to perform obligations that are designated in this Agreement as the responsibility of ADP;

(2)	delays by Customer or Customer Agents in performing any of Customer’s obligations under this Agreement;

(3)	Service or resource reductions requested or approved by Customer, provided Supplier has previously notified Customer in writing that the implementation of such request could result in such failure to meet the applicable Service Level; or

(4)

a reprioritization of resources by Customer impairs Supplier’s ability to meet the applicable Service Levels, only to the extent Supplier (a) has notified Customer in advance that such reprioritization may affect Supplier’s achievement of such Service Levels and (b) has obtained Customer’s approval prior to implementing such reprioritization;

provided, however, in each case, Supplier shall use commercially reasonable efforts to perform the Services in accordance with this Agreement notwithstanding the applicable Excused Event. Supplier shall promptly inform Customer when, in each case, (i) an Excused Event occurs or (ii) Supplier becomes aware that any Excused Event has impacted, or could impact, Supplier’s performance of the Services.

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Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

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ARTICLE 4 CUSTOMER SATISFACTION AND BENCHMARKING .

4.01. Customer Satisfaction Survey Supplier shall, upon Customer’s request and at Supplier’s cost and expense, perform customer satisfaction surveys of Customer pursuant to Exhibit 18 and provide support and assistance to Customer with respect to customer satisfaction surveys of Customer’s clients. The results of the first such survey conducted following the Effective Date shall be the baseline for measurement of the performance improvements described in Section 4.02 .

4.02. Customer Satisfaction Generally Supplier agrees that (1) increased measured customer satisfaction pursuant to the surveys conducted in accordance with Section 4.01 shall be [****] and (2) [**** ] .

4.03. Benchmarking Upon Customer Party’s request, a Benchmarking Process shall be conducted by the Benchmarker in accordance with Section 4.04 . Customer Party shall select, and the Parties shall jointly contract with, the Benchmarker. [****]. In no event shall any Benchmarker be (1) paid on a contingency fee basis or (2) a Supplier Competitor.

4.04. Benchmarking Process By providing prior notice to Supplier Party of at least 30 days, with a copy to the selected Benchmarker, Customer Party may at any time after the first anniversary of the applicable Commencement Date initiate a benchmark of the Services in accordance with the terms set forth herein, and any subsequent benchmark of the applicable Services no sooner than [****] months following the date of the preceding benchmark. Benchmarking shall not be performed during the Renewal Term and the Termination Assistance Period, as applicable.

(1)

At the commencement of each benchmark, the Parties shall conduct a benchmark kick-off meeting which shall be attended by Customer Party, Supplier Party and the Benchmarker. At such kick-off meeting, the specific Benchmarking Process for the benchmark shall be described by the Benchmarker for approval by each Party. Any deviations from the pre-agreed Benchmarking Process and normalization process described herein shall be subject to the prior written agreement of the Parties. The Benchmarking Process agreed to at the kick-off meeting shall specify the data to be gathered, identify the personnel roles and responsibilities, and review the rules of engagement and actions to be undertaken upon receipt of the Benchmark Results as described herein. Customer Party shall be permitted to disclose price and Customer cost information in respect of this Agreement to the Benchmarker; provided, however, that such Benchmarker shall be bound by confidentiality obligations to both Parties similar to those of Customer hereunder. Supplier Party shall not be obligated to disclose to the Benchmarker data or cost information with respect to any other customer of Supplier Party or any Supplier Party underlying cost information (with the sole exception of pass-through costs, if any, that are reimbursed by Customer hereunder). The Benchmarking Process shall be a collaborative process between the Parties, all meetings with the Benchmarker shall be conducted with both Parties, and all information provided to and obtained from the Benchmarker shall be provided to both Parties. Such information shall be deemed to be the Confidential Information of (a) the Disclosing Party or (b) if such information is disclosed by the Benchmarker, both Parties.

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(2)	The expected duration of each benchmark shall be determined at the benchmark kickoff meeting. Given the different scope, scale, and complexity of benchmarking the Towers, the duration of certain benchmarks may be longer than others.

(3)

The Benchmarker shall perform the benchmarking in accordance with the Benchmarking Process. The Benchmarker shall compare the Fees set forth in the Benchmarking Fee Schedule (the “ Benchmark Fees ”) for the Services being benchmarked to the charges applicable to a representative sample of tier-one outsourced information technology operations of other entities. The Benchmarker shall select an appropriate number of services agreements (but, in any event, not less than five services agreements) to form such representative sample against which to compare Customer’s information technology operations and applicable Fees and shall describe (though shall not be required to name) its selections in writing to the Parties for their approval.

(4)

The Benchmarker shall commence and complete the benchmarking as promptly as is prudent in the circumstances. In conducting the benchmarking, the Benchmarker shall normalize the data concerning Customer’s outsourced information technology environment and the data gathered from the representatives used to perform the benchmarking to accommodate, as appropriate, differences in size, volume of services (scale), scope and nature of services, quality standards and service levels, investments, financing or payment streams, geographic distribution of performance and receipt of the overall services (including restrictions placed on global and off-shore sourcing due to Customer requirements that Services be performed within the United States), terms and conditions and other pertinent factors. The data used by the Benchmarker to perform the Benchmarking Process shall be reasonably current ( i.e. , based on services provided to Customer and the representative sample no more than 18 months prior to the start of the Benchmarking Process). The Benchmarker shall fully explain its normalization method to the Parties (including both pre and post normalization data).

4.05. Benchmark Results Review Period and Adjustments .

(1)	For any Benchmarking Process commenced during the first [****] Contract Years:

(a)

if the final Benchmark Results reveal that the Benchmark Fees (as of the date the Benchmarking Process is initiated) for any Tower benchmarked (in the case of a benchmark of a single Tower) or in the aggregate (in the case of a benchmark of multiple Towers) for any applicable Contract Year exceed the normalized fees for such Services as set forth in the Benchmark Results by:

(i)

less than [****] percent, Supplier Party shall have no obligation to adjust the Fees; or

(ii)

[****] percent or more, Supplier Party shall automatically reduce the Fees for such Contract Year, including the unit rates (including ARCs and RRCs), for the benchmarked Services, retroactive to the date the final Benchmarking Report was issued, to an amount equal to the amount that the Benchmark Fees exceed [****] percent of such normalized fees for such Services (and shall issue a refund to Customer as appropriate).

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(b)

in no event shall any reduction to the Fees pursuant to this Section 4.05(1) exceed an amount greater than [****] percent of the applicable Benchmark Fees and other applicable rates for the applicable Contract Year as set forth in this Agreement as of the Effective Date.

(2)	For any Benchmarking Process commenced after the first [****] Contract Years:

(a)

(i)

less than [****] percent, Supplier Party shall have no obligation to adjust the Fees; or

(ii)

[****] percent or more, Supplier Party shall [****], for the benchmarked Services, retroactive to the date the final Benchmarking Report was issued, to an amount equal to the amount that the Benchmark Fees [****] percent of such normalized fees for such Services [****].

(b)

in no event shall any reduction to the Fees pursuant to this Section 4.05(2) exceed an amount greater than [****] percent of the applicable Benchmark Fees and other applicable rates for the applicable Contract Year as set forth in this Agreement as of the Effective Date.

If, after giving effect to clause (1) or (2) of this Section, the Benchmark Fees still exceed the normalized fees for such Services plus [****] percent in the case of Section 4.05(1) or [****] percent in the case of Section 4.05(2) (the “ Target Price ”), Supplier shall provide Customer Party with a plan to further adjust the Fees to the Target Price within six months after the date of the Benchmark Results (the “ Benchmarking Plan ”). [****]. Each Party may dispute the Benchmark Results in good faith in accordance with the dispute resolution procedures set forth in Section 29.04 .

4.06. Benchmarking for [****] Services With respect to the Services provided by [****], excluding Services provided by [****] (the “[ ****] Services ”), Customer Party may at any time after the [****] anniversary of the applicable Steady State Date initiate a benchmark of the [****] Services, and any subsequent benchmark of such [****] Services no sooner than [****] months following the date of the preceding benchmark, in accordance with Section 4.04(1) , Section 4.04(1) and Section 4.04(1) . Benchmarking shall not be performed during the Renewal Term and the Termination Assistance Period as applicable.

(1)	If the final Benchmark Results for the [**] Services reveal that the Fees for such [] Services (the “[ **] Fees ”) (as of the date the Benchmarking Process is initiated) for any applicable Contract Year exceed the normalized fees for such Services as set forth in the Benchmark Results by:

(i)

less than [****] percent, Supplier Party shall have no obligation to adjust the [****] Fees.

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(ii)

[****] percent or more, Supplier Party shall automatically reduce the [****] Fees for such Contract Year, including the unit rates (including ARCs and RRCs), for the benchmarked [****] Services, retroactive to the date the final Benchmark Results was issued, to an amount equal to such normalized fees for such [****] Services plus [****] percent of such amount (the “[ ****] Benchmark Target Price ”) and shall issue a refund to Customer as appropriate.

(2)

In no event shall any automatic reduction to the [****] Fees pursuant to Section 4.06(1) exceed an amount greater than [****] percent of the applicable [****] Fees, including unit rates, for the applicable Contract Year as set forth in this Agreement as of the Effective Date. The [****] percent automatic adjustment shall not be cumulative (i.e, the adjustment shall apply to the current Contract Year and subsequent Contract Years). If the Final Benchmark Results reveal that the [****] Fees exceed the normalized [****] Fees by more than [****] percent, Customer Party shall have the right to terminate this Agreement if [****] chooses not to drop the [****] Fees further.

(3)	If, after giving effect to prior Section 4.06(1) , the [**] Fees still exceed the [] Benchmark Target Price, Supplier shall provide Customer Party with a Benchmarking Plan to further adjust the [] Fees within [] after the date of the Benchmark Results. [**].

(4)

As of the date [****] years after the applicable Steady State Date for the [****] Services, if benchmarking of the [****] Services has not resulted in at least an aggregate reduction of [****] percent of the [****] Fees, then, commencing in year [****] after such Steady State Date, Supplier shall, except in the event Customer has terminated the [****] Services, at the end of each remaining year of the Term provide Customer a credit in the amount equal to the difference between the aggregate reduction of the [****] Fees as a result of benchmarking and an amount equal to [****] percent of the [****] Fees.

(5)	After the [**] anniversary of the applicable Steady State Date, if Customer reasonably believes that the [] Fees (as adjusted pursuant to this Section) are not competitive, Customer shall have a one-time right upon notice to Supplier to [**].

4.07. Benchmarking for [****] Services . The Services provided by [****] (the “[ ****] Services ”) are exempt from benchmarking, but are subject to the following provisions:

(1)

At the end of Contract Year [****], Supplier Party shall propose new Fees for the [****] Services. [**** ] . If Customer Party [****] terminates this Agreement, or any part thereof that includes the [****] Services, Customer Party shall pay the associated Termination Fees in accordance with Exhibit 4 including any such fees associated with the termination of the [****] Services.

(2)	Customer Party may request that Supplier Party seek revised pricing [**] (via []) for any New Services requiring additional [**] Services and to propose a corresponding adjustment to the Fees. If the proposed Fees based on such revised pricing

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Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

are not acceptable to Customer Party, Customer Party may negotiate and enter into a [****] for the additional [****] Services required for the New Services. Supplier shall manage such directly contracted [****] Services without markup on the [****] costs, or any additional management fees.

ARTICLE 5 SERVICE DELIVERY ORGANIZATION .

5.01. Service Delivery Organization .

(1)	All MSDOs shall possess the training, skills and qualifications agreed upon by the Parties and otherwise necessary to properly perform the Services.

(2)

[****] (x) the Effective Date with respect to the individuals on the Service Delivery Organization as of the Effective Date and (y) assigning any individual to, or replacing any individual on, the Service Delivery Organization after the Effective Date, Supplier shall: (a) conduct, in compliance with all applicable Laws, an educational, credit and prior work experience background check on each such individual (subject to applicable Laws), the criteria for such background checks shall also include, at a minimum, (i) the individual’s licenses, certificates and registrations, (ii) if the individual resides in the United States, a validation of his or her U.S. Social Security number and (iii) a negative result in a screening drug test of the individual for the substances set forth in Exhibit 12 ); (b) verify that each such individual has a current and valid passport if such individual is not a U.S. citizen; and (c) have a third party conduct, in compliance with all applicable Laws, a criminal background check on each such individual, which criminal background check shall include an investigation by such third party (i) of records with respect to each such individual in (A) the country in which such individual is a permanent resident, (B) the country which is the primary work location for such individual, if different than the country of permanent residence and (C) in the event such individual has been assigned a U.S. Social Security number, the United States, (ii) without limiting clause (i), of such individual’s record of federal, state and county felonies and misdemeanors (or the applicable equivalent, if any), in the immediately prior [****], with respect to each place in which such individual resided or was employed and (iii) that, in the immediately prior [****], such individual has not been (A) convicted of any crime involving violence, fraud, theft, dishonesty or breach of trust, gambling, assault or any physical crimes against other persons or property, or the possession or trafficking of drugs or weapons under any Laws applicable to such individual, which was reported in the databases checked during Supplier’s standard background checks (a “ Crime ”) and (B) on any list published and maintained by the government of the United States of persons or entities with whom any United States person or entity is prohibited from conducting business (including the lists of such persons or entities found at http://www.bxa.doc.gov/dpl/Default.shtm and http://www.ustreas.gov/offices/enforcement/ofac/sdn/index.html ). Supplier shall maintain a copy of such background checks and certifications during the Term. Supplier’s obligation set forth in this Section (the “ Enhanced Screening Process ”) shall apply to MSDOs that have at any time Access to any Personal Data or Customer client’s information. With respect to all other MSDOs, prior to assigning any individual to, or replacing any such MSDO on, the Service Delivery Organization, Supplier shall conduct employee screening in accordance with Supplier’s then-current standard employment policies and procedures which as of the Effective Date are set forth in Exhibit 30 , [****]. Notwithstanding the foregoing, [****].

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

(3)

After assigning an individual to the Service Delivery Organization, Supplier shall (a) ensure that all MSDOs performing Services in the United States are legally authorized to work in the United States, (b) use commercially reasonable efforts to comply with any additional background checks, certifications or other security related programs that may be required by Customer during the Term, at Customer’s expense, and (c) use commercially reasonable efforts to verify that all MSDOs performing the Services or supporting Supplier’s duties and obligations to Customer, regardless of their location, have not been convicted of any Crime and have not been on any list as described in Section 5.01(2) . If either Party becomes aware that any MSDO has been convicted of a Crime or is included on any such list, then Supplier shall promptly remove such MSDO from performing any Services in connection with this Agreement and shall prohibit such MSDO from entering any Customer Site or Service Location at which the Services are provided. In addition, if there is reason to believe that an MSDO is being impaired by a substance abuse problem, Customer may require Supplier to conduct a drug screening test on such MSDO in order to retain such individual as an MSDO. If Supplier does not perform a drug screening test with respect to the MSDO, or if the MSDO refuses to cooperate in a drug screening test, then, subject to applicable Law, Supplier shall in each case remove such MSDO from performing any of the Services.

(4)

Supplier shall use commercially reasonable efforts to keep the turnover rate of the Service Delivery Organization to a minimum and at a level comparable or better than the industry average for large, well-managed similarly situated services companies. If Customer Party believes that Supplier’s turnover rate of the Service Delivery Organization is excessive and is affecting the performance or receipt of the Services, Supplier shall provide data to Customer Party concerning the turnover rate, discuss the reasons for the turnover rate, submit its proposals for reducing the turnover rate, and agree on a program to reduce the rate at no cost to Customer.

(5)

Supplier shall provide Customer Party, monthly and as otherwise requested by Customer Party, with (a) a list of all MSDOs whose normal work location is at a Customer Site, who spend 50 percent or more of their time working on the Customer account, or who otherwise have any significant interaction with Customer, and (b) an organizational chart regarding such MSDOs. Before an MSDO accesses a Customer Site, Supplier shall update the list to include such MSDOs.

(6)

Except as otherwise approved by Customer Party (in its sole discretion), those Supplier personnel located on Customer Sites may only provide services on such Customer Sites that support Customer’s operations. If a Supplier personnel whose normal work location is at a Customer Site, who spends 50 percent or more of his or her time working on the Customer account, or who otherwise has any significant interaction with Customer is voluntarily or involuntarily terminated, or redeployed from the Customer account, (a) the Supplier manager responsible for such termination or redeployment shall, as soon as reasonably possible thereafter, inform the Supplier Executive of such termination or redeployment and (b) the Supplier Executive shall notify Customer Party of such termination or redeployment as soon as reasonably possible after being informed by the Supplier manager (provided, however, that in each case, such information shall be provided to the Supplier Executive and Customer Party no later than the end of the day on which such termination or redeployment occurred).

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

5.02. Key Individuals .

(1)

After the Effective Date, Customer may designate no more than [****] percent of the operational capacity staffing that provide the Services (as of the Effective Date, approximately [****] persons) as “key” individuals (each such individual, a “ Key Individual ”). Supplier shall provide such Key Individuals to provide the Services. If such individuals are specified by service category ( e.g. , job title), Supplier shall provide individuals in such category; if such individuals are specified by name, Supplier shall provide such individuals. Customer Party may, upon agreement with Supplier Party, modify the service categories of the Key Individuals from time to time, provided that the aggregate number of Key Individuals does not increase as a result thereof. Key Individuals shall be dedicated to performing the Services on a full-time basis, except as otherwise indicated in Exhibit 1 and Exhibit 9 . Before assigning any Key Individual, whether as an initial assignment or as a replacement, Supplier shall, to the extent practicable under the circumstances: (a) notify Customer Party of the proposed assignment; (b) introduce the individual to appropriate representatives of Customer Party; (c) provide Customer Party with a resume and any other qualifications available to Supplier regarding the individual that may be reasonably requested by Customer Party; and (d) obtain Customer Party’s approval for such assignment. If Customer Party does not approve such individual, Supplier shall promptly propose a replacement to Customer Party in accordance with this Section. Supplier shall provide Customer Party with a list of all Key Individuals at least quarterly after the Effective Date and as otherwise requested by Customer Party.

(2)	Supplier shall not assign any Key Individual to the account of any Customer Competitor without Customer Party’s prior approval while such Key Individual is assigned to the Customer account.

5.03. Replacement .

(1)

Supplier shall not replace or reassign any Key Individual for at least [****] after the date the applicable Key Individual first commenced providing the Services, unless: (a) an individual with equal or better qualifications to perform the Services is identified by Supplier prior to any replacement or reassignment, and Customer Party consents to such reassignment or replacement; or (b) such individual (i) voluntarily resigns from, or is dismissed by, Supplier, (ii) requests the reassignment, provided that prior to such reassignment, Supplier shall have (A) consulted with Customer regarding such reassignment, (B) considered and reflected, as appropriate, Customer’s concerns and (C) completed a knowledge transfer and responsibility handoff procedure with respect to such individual in an appropriate timeframe agreed upon by the Parties in due consideration of such individual’s responsibilities, (iii) fails to perform his or her duties and responsibilities pursuant to this Agreement, (iv) in Supplier’s discretion, fails to comply with Supplier’s employment policies and requirements or (v) dies or is unable to work due to his or her long-term illness, disability, or leave of absence.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

(2)

Upon notice from Customer Party, for any reasonable business reason (other than a reason prohibited by applicable Laws) regarding any MSDO, Supplier shall promptly (a) investigate the matter and take appropriate action which may include (i) removing an MSDO and providing Customer with prompt notice of such removal and (ii) replacing such individual with a similarly qualified individual or (b) take other appropriate disciplinary action to prevent a recurrence. In the event there are repeated such notices from Customer Party in connection with any MSDO, Supplier shall promptly remove such MSDO from the Service Delivery Organization. Supplier shall promptly replace any MSDO who is terminated, resigns or otherwise ceases to perform the Services with an individual with equal or better qualifications to perform the Services.

(3)	In each case of clause (1) and clause (2), Supplier shall maintain backup and replacement procedures for the Service Delivery Organization to maintain continuity of the Services, ensure appropriate knowledge transfer, and document that knowledge transfer has been successfully completed.

5.04. Conduct of Service Delivery Organization The Service Delivery Organization shall maintain and enforce the confidentiality provisions of this Agreement, during and after their assignment to provide the Services, and shall comply with Article 7 . Prior to assigning an individual to the Service Delivery Organization, Supplier shall cause such individual to enter into a non-disclosure agreement required for all similarly situated employees, which will commit to protect the confidential information of Supplier and its customers and shall include an assignment of rights clause consistent with the form set forth in Exhibit 14 . In the event Customer determines that a particular MSDO is not conducting himself or herself in accordance with this Section, Supplier shall promptly (1) investigate the matter and take appropriate action, which may include (a) removing the MSDO and providing Customer with prompt notice of such removal and (b) replacing such individual with a similarly qualified individual or (2) take other appropriate disciplinary action to prevent a recurrence. In the event there are repeated violations of this Section by an MSDO, Supplier shall promptly remove the individual from the Service Delivery Organization and terminate such individual’s access to Customer Data, Customer Software and Customer Hardware, in accordance with this Section. Once per calendar year, Supplier shall send an e-mail to each MSDO who spends more than 50 percent of his or her time providing Services reminding such MSDO of his or her specific obligations under this Agreement regarding Customer’s intellectual property and the confidentiality of Customer Data. Supplier shall cause each such MSDO to respond with an acknowledgement that he or she has read the e-mail and understands the obligations set forth in such email. Supplier shall retain such MSDOs’ acknowledgements pursuant to Section 11.05 of this Agreement.

5.05. Subcontracting and Supplier Agents Subject to the other provisions of this Section, the obligations of Supplier under this Agreement shall be performed by Supplier Party. Supplier Party shall not subcontract or delegate performance of any of Supplier’s obligations under this Agreement without Customer Party’s prior consent; provided, however, that Customer Party’s prior consent shall not be required to the extent any such subcontract or delegation (1) is to any entity other than a Customer Competitor and (2) does not result in (a) Supplier paying [****] or more per year to the applicable subcontractor or delegate and (b) any subcontractor or delegate having access to (i) Customer Confidential Information comprised of Personal Data, (ii) any Customer client’s information or (iii) any Customer Site or other such premises,

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

Customer Software or Customer network. [****]. Supplier Party shall cause the Supplier Agents and Affiliates of Supplier Party to comply with the obligations of Supplier, including the obligations with respect to MSDOs, under this Agreement. Supplier Party shall be responsible for such compliance and all other acts and failures to act of the Supplier Agents and such Affiliates. Supplier Party shall be responsible for all payments to the Supplier Agents.

ARTICLE 6 HUMAN RESOURCES .

Supplier Party agrees that it shall offer employment and transition certain employees of ADP [**** ] to Supplier in accordance with the terms and conditions set forth in Exhibit 16 .

ARTICLE 7 SERVICE LOCATIONS .

7.01. Service Locations The Services shall be provided from the service locations set forth in Exhibit 8 (the “ Service Locations ”). Customer shall grant Supplier access rights to certain Customer facilities and in connection with such access, Supplier shall comply with the facilities use terms set forth in Exhibit 20 . Supplier shall use Customer facilities solely to the extent permitted in this Agreement and solely for the provision of the Services to Customer. The Parties shall negotiate a sublease regarding such use and access rights to such facilities that shall contain the terms set forth in Exhibit 20 within 120 days after the Effective Date. No Service Location shall be located, and no Services shall be provided from, outside the United States, except as otherwise permitted pursuant to this Section or as provided in Exhibit 8 (so long as, in each case, no Access to Customer Data shall be permitted from any such location). Provision of any Services from any other service location (including from a service location outside the United States) must be approved in advance by Customer Party in accordance with the governance procedures set forth in Exhibit 1 and Exhibit 9 and the Change Control Procedures, and Customer may, as a condition of such approval, require that any incremental expense incurred by Customer Party or its clients as a result of relocation to, or use of, another service location shall be reimbursed by Supplier Party to Customer Party.

7.02. Safety, Health and Hazards Supplier shall provide the Service Delivery Organization with a safe and healthy workplace and shall provide the Services in a careful and safe manner. If Customer Party notifies Supplier Party of any non-compliance by Supplier with the provisions of this Section, Supplier shall (promptly, if so directed, or otherwise no later than 48 hours after receipt of such notice) implement a Customer-approved plan to correct such non-compliance. If Supplier fails to correct such non-compliance, then Customer Party may at its sole discretion: (1) suspend all or any part of the affected Services under this Agreement immediately upon notice thereof to Supplier Party; or (2) activate the Business Continuity Plan. If the Services are suspended, Supplier may commence performing the suspended Services when corrective action has been taken successfully by Supplier.

7.03. Security at Service Locations

(1)

The Service Locations shall have, in each case, as set forth in the Supplier Security Policies: (a) physical access security that is at least as stringent as such measures required of an “[****]” data center (or with respect to the AT&T Service Locations, substantially equivalent security in all material respects); and (b) electronic access security ( e.g. , badged access, biometric or cipher-lock) and logical security.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

(2)	Supplier shall require that all MSDOs comply with the Supplier Security Policies.

7.04. Security Relating to Competitors

(1)

If Supplier intends to provide the Services from a Service Location that is shared with or used to provide services to a Customer Competitor, then, prior to providing any of the Services from such Service Location, Supplier shall develop a process, subject to Customer Party’s approval, to restrict access (electronically or physically, as applicable) in any such shared environment to Customer Confidential Information so that Supplier’s personnel providing services to such Customer Competitor do not have access to Customer Confidential Information.

(2)

[****].

(3)

In the event that Supplier Party or IBM Global Services effects or undergoes an IBM Change in Control with, or otherwise acquires or becomes an Affiliate of, a Customer Competitor, Supplier shall, upon Customer’s request, demonstrate to Customer’s reasonable satisfaction that Supplier is, with respect to such Customer Competitor, complying with the security processes set forth in Section 7.04 as such process relates to Customer Competitors.

7.05. Supplier Furnished Space Upon Customer’s request, for the purpose of performing audits and inspections, and making site visits, in accordance with this Agreement, Supplier shall furnish reasonable office space for Customer’s or Customer Agent’s personnel at each Service Location (except the AT&T Service Locations), including associated services ( e.g. , telephone), supplies and equipment in accordance with Exhibit 8 .

7.06. Visits to Service Locations Customer, [****], Customer Agents, Customer Auditors and regulatory authorities shall be provided tours of the Service Locations (except the AT&T Service Locations) upon reasonable notice by Customer Party (and, following such notice, Customer Party shall communicate on behalf of such parties or entities with Supplier in relation to such tours). Such tours shall be conducted in accordance with the facilities infrastructure tour process set forth in Exhibit 23 and in the presence of Customer Party’s authorized representative. Customer Party shall use commercially reasonable efforts to minimize the scope and frequency of such tours.

7.07. Hardware Segregation Supplier shall ensure that: (1) all Hardware in which Customer Data is stored is dedicated to Customer and Physically Segregated and (2) all other Hardware used to provide the Services is Logically Segregated.

ARTICLE 8 SERVICE LEVELS .

Supplier shall perform the Services in accordance with the Service Levels in a manner such that Supplier achieves the applicable Service Levels. Supplier’s performance against the Service Levels (including any credits resulting from such performance) shall be measured and assessed in accordance with the methodology set forth in Exhibit 3 . Performance Credits shall not limit Customer Party’s right to recover, in accordance with this Agreement, any damages incurred by Customer as a result of Supplier’s failure to perform the Services in accordance with, or to achieve, the Service Levels (but shall offset any such damages payable by Supplier in connection with the failure which resulted in the applicable Performance Credit).

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

ARTICLE 9 COOPERATION WITH CUSTOMER THIRD PARTY SUPPLIERS .

9.01. Cooperation with Customer Third Party Suppliers Notwithstanding any other provision in this Agreement, but subject to Section 3.14 , [****], to the extent applicable, otherwise Customer shall pay for the provision of such assistance pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ), including assisting Customer in connection with any requests for proposal for Customer Third Party Suppliers to provide services to Customer (such as, by providing to Customer information related to such services in order to enable Customer to draft a request for proposal relating to such services). Supplier shall assist and cooperate (and shall perform such actions as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for the performance of such actions pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ) in good faith with Customer and the Customer Third Party Suppliers (which cooperation shall include providing information related to Customer’s receipt of the Services that is reasonably requested by Customer), to the extent reasonably required by Customer and provided that such Customer Third Party Suppliers are bound by confidentiality provisions no less stringent than those of Customer in this Agreement, to coordinate Supplier’s provision of the Services and the performance by Customer and the Customer Third Party Suppliers of services that are related to, or otherwise interface or are integrated with, the Services. Such assistance and cooperation shall include:

(1)	provision of requested and applicable written information concerning the Services, data and technology used in providing the Services, including information regarding the operating environment, system constraints and operating parameters, and other reasonably requested non-Confidential Information;

(2)

logical access to Customer’s systems and architecture configurations to the extent reasonably requested by Customer Third Party Suppliers and authorized by Customer; provided, however, that Section 3.16 shall apply to extent Supplier’s failure to provide the Services in accordance with the Service Levels is directly attributable to such access obligations;

(3)

access to the Service Locations, subject to the Supplier Security Policies; provided, however, that (a) Supplier shall provide such access, on a one-time basis, only to the extent required to cooperate with a Customer Third Party Supplier, (b) Supplier shall not be required to provide such access to any Supplier Competitor that is a successor to, or replacement of, Supplier Party and (c) the Service Locations shall not be used to perform any portion of the Services that are insourced or resourced pursuant to Section 3.14 ; and

(4)

access to the Supplier Software, Developed Supplier Software and Supplier Hardware to the extent reasonably requested by Customer Third Party Suppliers and agreed by the Parties; provided, however, that (a) Supplier shall not be required to provide such access to any Supplier Competitor that is a successor to, or replacement of, Supplier Party and (b) such Supplier Software, Developed Supplier Software and Supplier Hardware shall not be used to perform any portion of the Services that are insourced or resourced pursuant to Section 3.14 .

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

Supplier shall provide such additional assistance and support (and shall provide such additional assistance and support as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for the provision of such additional assistance and support pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ) to Customer as Customer may request from time to time. To the extent Customer requests Supplier to act as project manager with respect to any Customer Third Party Supplier, Supplier shall provide any such assistance and support in accordance with the Change Control Procedures (and shall provide such support as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for the provision of such support pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ).

9.02. Cooperation on Issues and Service Problems Supplier shall cooperate with Customer and the Customer Third Party Suppliers to establish the root cause of any failure: (1) by Supplier to perform its obligations under this Agreement and (2) by any Customer Third Party Supplier to perform its obligations relating to Customer (each such failure, a “ Service Problem ”). If the root cause of a Service Problem falls within the responsibility of Supplier, Supplier shall promptly resolve the Service Problem in accordance with the terms of this Agreement.

9.03. Disputes Related to Cooperation .

(1)

If there is a dispute between Supplier and any Customer Third Party Supplier (any such combination of Supplier and Customer Third Party Supplier disputing parties, the “ Disputing Parties ”), or between Customer and Supplier, regarding the allocation of responsibility for an issue or Service Problem between Supplier and such Customer Third Party Supplier (each such dispute, a “ Supplier Dispute ”), at the request of Customer Party, Supplier shall use commercially reasonable efforts to resolve such Supplier Dispute without Customer’s intervention no later than five business days after such request. If the Disputing Parties are not able to resolve such Supplier Dispute within such time period, Supplier shall (a) advise Customer Party in writing of the Supplier Dispute as soon as reasonably possible, (b) provide information to Customer Party concerning the Supplier Dispute and (c) provide Supplier’s recommendation for remedying the Supplier Dispute. Customer Party may require (x) additional information concerning the Supplier Dispute and (y) the Disputing Parties to attend meetings to determine the appropriate resolution of the Supplier Dispute.

(2)

[****]. Notwithstanding the Supplier Dispute, Customer Party shall after such date pay Supplier Party for such services performed after such date using the applicable hourly rates set forth in Exhibit 4 . If Supplier Party wishes to pursue further the resolution of the Supplier Dispute, Supplier Party shall submit the issue to Customer Party for an expedited dispute resolution process within five business days of Customer Party’s direction to commence the applicable services. The Contracting Parties shall consider the Supplier Dispute in accordance with the dispute resolution procedures set forth in Section 29.04 ; provided, however, that such dispute resolution process shall be completed as between the Contracting Parties within 15 days of its submittal. If, after such 15 day

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

period, the Contracting Parties remain in disagreement, either Contracting Party may submit the dispute to a court of competent jurisdiction, subject to Section 29.09 . Pending final adjudication of the dispute by such court, Supplier shall continue to perform such services in accordance with the terms of this Agreement. If it is determined, either through the dispute resolution procedures set forth in Section 29.04 or final adjudication of such dispute by a court, that Supplier is not responsible under this Agreement for curing the disputed Service Problem, Customer Party shall pay Supplier Party (using the applicable hourly rates set forth in Exhibit 4 ) for any additional costs and expenses incurred (that were not otherwise reimbursed by Customer Party pursuant to this Section 9.03(2) ) as a result of Supplier’s efforts to correct such disputed Service Problem, along with Interest on such payments calculated from the date payment should have been made. If it is so determined that Supplier is responsible under this Agreement for curing the disputed Service Problem, Supplier Party shall refund any amounts paid by Customer Party to Supplier Party for Supplier’s efforts to correct the disputed Service Problem, along with Interest on such payments calculated from the date of payment.

9.04. Customer Responsibilities . Customer Party’s responsibility pursuant to this Article with respect to any Customer Third Party Supplier shall be limited to using commercially reasonable efforts to cause such Customer Third Party Suppliers to perform as specified in this Article. Supplier Party shall advise Customer Party of any failure by any Customer Third Party Supplier to so cooperate, and to the extent adversely affected, Supplier’s performance shall be excused and this Agreement shall be appropriately adjusted in accordance with the Change Control Procedures.

ARTICLE 10 LICENSES AND PROPRIETARY RIGHTS .

10.01. Customer Software and Work Product Customer shall retain all of its right, title and interest in and to the Customer Software and Customer Work Product. To the extent Supplier will use the Customer Software or Customer Work Product in connection with providing the Services, Customer grants Supplier and Supplier Agents (provided that such Supplier Agents are bound by confidentiality obligations similar to those of Supplier hereunder), during the Term, a global, royalty-free, non-exclusive, non-transferable license to access, use and copy the Customer Software and Customer Work Product (but only to the extent permitted by any applicable third party license agreement), in each case, to the extent necessary for Supplier to perform its obligations hereunder; provided, however, that the license granted to Supplier (and to the extent set forth in this Section, to Supplier Agents) in this Section with respect to Customer Software which Customer licenses from a third party shall be limited to the object code format of such third-party Customer Software. Subject to the license granted to Supplier (and to the extent set forth in this Section, to Supplier Agents) pursuant to this Section, to the extent Supplier or any Supplier Agent obtains any rights in Customer Software or Customer Work Product, Supplier and any applicable Supplier Agent hereby irrevocably and perpetually assigns, transfers and conveys to Customer Party (or the Affiliate of Customer designated by Customer Party) without further consideration all of its right, title and interest in and to the Customer Software and Customer Work Product. Upon Customer’s request, Supplier and any applicable Supplier Agent shall execute any documents (or take any other actions) as may reasonably be necessary, or as Customer may request, to perfect Customer’s (or Customer’s designee’s) ownership in and to the Customer Software and Customer Work Product.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

10.02. Supplier Software and Work Product

(1)

Supplier shall retain all of its right, title and interest in and to the Supplier Software and Supplier Work Product. To the extent Customer will use Supplier Software or Supplier Work Product in connection with the Services, Supplier grants Customer and the Service Recipients, during the Term, a global, royalty-free, irrevocable during the Term, non-exclusive license to access, use and copy the object code versions of Supplier Software and Supplier Work Product, in each case, to the extent necessary for (a) Customer and the Service Recipients to receive the Services and (b) the Customer Software to be operable using ordinary course methodologies and work efforts. Such license shall extend to third parties providing services to Customer to the extent necessary for Customer to receive the Services and provided such third parties are bound by confidentiality obligations similar to those of Customer hereunder. Supplier shall be responsible for obtaining any consents necessary to provide the license granted to Customer and the Service Recipients under this Section. Subject to the license granted to Customer and the Service Recipients pursuant to this Section, to the extent Customer or any Service Recipient obtains any rights in Supplier Software or Supplier Work Product, Customer and any applicable Service Recipient hereby irrevocably and perpetually assigns, transfers and conveys to Supplier Party (or the Affiliate of Supplier designated by Supplier Party) without further consideration all of its right, title and interest in and to the Supplier Software and Supplier Work Product. Upon Supplier’s request, Customer and any applicable Service Recipient shall execute any documents (or take any other actions) as may reasonably be necessary, or as Supplier may request, to perfect Supplier’s (or Supplier’s designee’s) ownership in and to the Supplier Software and Supplier Work Product. Supplier shall notify Customer prior to Supplier’s use of any Supplier Software to provide the Services, which notification shall include information as to whether such Supplier Software is commercially available on a subscription basis. [****].

(2)

With respect to any third party Software that Supplier is using to provide the Services at the end of the Term, Supplier shall, with respect to each such Software item, (a) transfer, assign or sublicense such third party Software to Customer or its designee at no additional cost or expense to Customer (including any fees in connection with such transfer, assignment or sublicense, except for any ongoing license fees and maintenance fees associated with such third party Software licenses) and (b) with respect to Restricted Third Party Software, assist Customer or its designee in obtaining a license to (i) such Restricted Third Party Software or (ii) a functionally equivalent substitute Software product, as approved by Customer, for such Restricted Third Party Software.

(3)

With respect to Supplier Software that is proprietary to Supplier, commercially available on a subscription basis, and is being used by Supplier to provide (or Customer to receive) the Services at the end of the Term (and for which Customer does not already have an existing license agreement), upon Customer’s request, Supplier shall license the object code version of requested Supplier Software to Customer after the Term, and Customer shall pay applicable subscription fees for such Supplier Software, under terms, conditions and pricing [****]. Customer shall bear the ongoing support and maintenance charges and other applicable charges [****].

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

(4)

Notwithstanding Section 10.02(1) , with respect to Supplier Software that is proprietary to Supplier, not commercially available on a subscription basis as notified to Customer pursuant to Section 10.02(1) , and is being used by Supplier to provide (or Customer to receive) the Services at the end of the Term (and for which Customer does not already have an existing license agreement), (a) [****].

10.03. Developed Software and Work Product

(1)

Customer Party shall own and have all right, title and interest in and to the Developed Customer Software and Developed Work Product. Supplier Party irrevocably assigns, transfers and conveys to Customer Party all of its right, title and interest (including ownership of copyright) in and to the Developed Customer Software and Developed Work Product. Supplier Party shall execute any documents (or take any other actions) as may be necessary, or as Customer Party may request, to perfect the ownership of Customer Party in the Developed Customer Software and Developed Work Product. Customer Party may designate any Affiliate of Customer to be the owner of such Developed Customer Software or Developed Work Product for purposes of this Section, in which case the references to Customer Party in this Section shall be to such Affiliate. Customer Party grants Supplier Party a global, royalty-free, irrevocable, perpetual, non-exclusive license to access, use, copy, maintain and modify (and except to the extent set forth in the applicable Statement of Work, also to make, sell and sublicense, and, in each case, to authorize others to do the same) the Developed Customer Software that is: (a) implemented to manage, or is integrated into, Customer’s information technology environment; (b) of the type used by service providers to manage information technology environments and data centers generally, (c) not specific to the Customer Lines of Business or Customer’s business, and (d) a work that is not a modification, enhancement or derivative of Customer Software.

(2)

Supplier Party shall own and have all right, title and interest in and to the Developed Supplier Software. Customer Party irrevocably assigns, transfers and conveys to Supplier Party all of its right, title and interest (including ownership of copyright) in and to the Developed Supplier Software. Customer Party shall execute any documents (or take any other actions) as may be necessary, or as Supplier Party may request, to perfect the ownership of Supplier Party in the Developed Supplier Software. Supplier Party may designate any Affiliate of Supplier to be the owner of such Developed Supplier Software for purposes of this Section, in which case the references to Supplier Party in this Section shall be to such Affiliate. To the extent agreed in a Statement of Work in respect of the applicable Developed Supplier Software, Supplier Party grants Customer Party a global, royalty-free, irrevocable, perpetual, non-exclusive license to access, use, copy, maintain, modify, make (and, in each case, to authorize others to do the same) the object code versions (or, to the extent set forth in the applicable Statement of Work, source code versions) of Developed Supplier Software solely to provide Services to the Customer and to allow Customer to provide services to its clients. [****].

10.04. Inventions Except to the extent otherwise set forth in the applicable Statement of Work, with respect to Inventions embodied in, or otherwise incorporated into, Developed Customer Software, Customer Party shall own such Inventions and only Customer Party may seek patent protection for the Inventions. Supplier irrevocably assigns, transfers and conveys to

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

Customer Party all of its right, title and interest in such Inventions. Supplier shall execute any documents (or take any other actions) as may be required to file applications and to obtain patents in the name of Customer Party in any countries covering the Inventions. Customer Party may designate any Affiliate of Customer to be the owner of such invention for purposes of this Section, in which case the references to Customer Party in this Section shall be to such Affiliate. Except to the extent otherwise set forth in the applicable Statement of Work, with respect to any other Invention, the Contracting Parties shall own such Inventions jointly, with no accounting.

10.05. Third Party Restrictions Customer shall notify Supplier of any third party restrictions on Supplier’s use of the Customer Software and Customer Work Product provided hereunder and Supplier shall comply with any such restrictions. Supplier shall notify Customer of any third party restrictions on Customer’s use of the Supplier Software, Developed Supplier Software and Supplier Work Product provided hereunder and Customer shall comply with any such restrictions; provided, however, that, (1) no such third party restriction shall relieve Supplier of its obligation to provide the Services in accordance with the Agreement and (2) upon Customer’s request, Supplier shall propose workarounds to any such restriction.

10.06. Software Maintenance With respect to Supplier proprietary Software that is part of the Supplier Software or Developed Supplier Software licensed to Customer under this Agreement and that is commercially available, Supplier shall provide maintenance support to Customer with respect to such Software upon expiration or termination of the Agreement, subject to the execution by the Parties of a separate maintenance agreement and the payment by Customer of maintenance fees [****].

ARTICLE 11 DATA .

11.01. Ownership of Data Customer shall retain all of its right, title and interest in and to the Customer Data. Supplier shall not use (except as necessary to perform the Services), disclose, transfer or provide any Customer Data without Customer Party’s prior approval. Supplier shall not access Customer Data (including Personal Data) from outside the United States without the prior approval of Customer Party; provided, however, that such approval shall not be required by Supplier to access Customer Data (other than Personal Data) from outside the United States using Supplier’s proprietary “G Smart” services, solely for the purposes of generating reports detailing Services performance and network monitoring. To the extent Supplier has any rights in Customer Data, Supplier hereby irrevocably and perpetually assigns, transfers and conveys to Customer Party (or the Affiliate of Customer designated by Customer Party) without further consideration, all of its right, title and interest in and to the Customer Data. Upon Customer Party’s request, Supplier shall execute any documents (or take any other actions) as may be necessary, or as Customer Party may request, to enforce these rights of Customer in Customer Data. Supplier shall limit the disclosure of any Customer Data to only those Supplier personnel who have been subject to background screening as provided in Article 5 and who have been advised of the confidential and proprietary nature of such Customer Data and who have acknowledged the obligation to maintain the confidentiality of Customer Data in accordance with the terms of this Agreement. Additionally, Supplier shall only disclose to such Supplier personnel Customer Data that is required for such personnel to provide the Services.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

11.02. Correction of Errors Supplier shall promptly correct any errors or inaccuracies in Customer Data that are created by Supplier, at no additional cost or expense to Customer except to the extent that such errors or inaccuracies were created by Supplier working under the direction of Customer or Customer’s Agent and the efforts to correct such errors or inaccuracies could not be performed as a Non-Chargeable Change. Supplier shall inform Customer Party or its designee of any such corrections.

11.03. Provision and Return of Data Upon Customer Party’s request and as directed by Customer Party, Supplier shall promptly: (1) provide or return Customer Data, or requested portion thereof, to Customer; and (2) Destroy or Erase the Customer Data, or requested portion thereof, in Supplier’s possession. Any archival tapes containing Customer Data shall be used by Supplier solely for back-up purposes and shall remain subject to the confidentiality and security provisions of this Agreement.

11.04. Data Security and Computer Access The roles and responsibilities of the Parties with respect to the security and control of Customer Data shall be set forth in Attachment 2-G to Exhibit 2 . Supplier shall comply with Customer’s information security policies, standards and procedures as set forth in Exhibit 12 (collectively, the “ Data Safeguards ”). Supplier shall modify the Services to comply with any changes in the Data Safeguards communicated to Supplier Party by Customer Party. Supplier shall perform such modification (and shall perform such modification as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for the performance of such modification pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ). If Supplier discovers or is notified of a failure to comply with the Data Safeguards, or of a breach or attempted breach of Customer’s information security, Supplier Party shall promptly (but, in any event, within 24 hours): (1) notify Customer Party; and (2) if Supplier was responsible for the failure, breach or attempted breach, (a) investigate and cure such failure, breach or attempted breach and (b) provide satisfactory assurance to Customer Party that such failure, breach or attempted breach will not recur. Information relating to any such failure, breach or attempted breach shall be deemed the Confidential Information of Customer and shall not be disclosed by Supplier other than in accordance with this Agreement.

11.05. Records Management Supplier shall maintain, in secure locations (to prevent destruction and unauthorized access) and in accordance with Generally Accepted Accounting Principles and Practices, records sufficient to document the Services and Fees. Supplier shall retain records relating to the Services and its performance pursuant to this Agreement (including records relating to Change management, problem management, ARCs and RRCs, and all operational and system documentation) for at least five years, unless a longer period is required by Law. Upon Customer’s request, such records shall be made available for Customer’s review.

11.06. Privacy and Personal Data Supplier acknowledges that in providing the Services Supplier will process Customer Data (including Personal Data) that is subject to the Data Protection Laws. Accordingly, with respect to any Personal Data, Supplier shall:

(1)	process all Personal Data collected by Supplier only to perform its obligations under this Agreement and as specifically permitted by this Agreement, or as otherwise instructed in writing from time to time by Customer Party;

(2)	not use, disclose, transfer or process such Personal Data for any other purpose, including for its own commercial benefit, unless agreed to by Customer Party;

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

(3)	treat all Personal Data as the Confidential Information of Customer;

(4)	not permit the alteration or deletion of any Personal Data created by Supplier on behalf of Customer unless expressly authorized by Customer;

(5)

implement reasonable technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction or accidental loss or alteration, or unauthorized disclosure or access and against all other unlawful forms of processing. In particular, “reasonable technical and organizational measures” must meet or exceed the requirements of the Data Safeguards, Supplier Laws, [****], and Customer’s instructions with respect to Customer Laws and Laws applicable to Customer’s clients; provided, however, that should such [****] or Customer instructions require legal interpretation, Customer shall provide such legal interpretation in writing to Supplier, and Supplier shall have no responsibility for the accuracy of such legal interpretation by Customer. Supplier shall use good faith efforts to assist Customer in determining whether such [****] and Customer Laws and Laws applicable to Customer’s clients require changes in Supplier’s security configurations, and in determining the most effective manner in which such changes can be implemented;

(6)

notify Customer Party within [****] upon learning of any breach or potential breach of the security of the Personal Data, or any unlawful or unauthorized uses or disclosures of Personal Data (collectively, a “ Data Security Event ”) and investigate and cure such Data Security Event (including, by complying with any Customer instructions in connection with such Data Security Event); provided, however, that to the extent such Data Security Event is not a result of Supplier’s breach of its obligations under this Agreement and such investigation and cure cannot be performed as a Non-Chargeable Change, Customer Party shall, in accordance with the Change Control Procedures, pay for such investigation and cure;

(7)	notify Customer Party prior to any change that is made with respect to Supplier’s organizational or technical measures taken to protect Personal Data that could affect the controls or standards of protection previously specified or approved;

(8)

notify Customer Party promptly in writing (and in any event no later than two days after receipt) of any communication received from a Data Subject relating to the Data Subject’s rights to access, modify or correct his or her Personal Data, and shall comply with all reasonable instructions of Customer Party before responding to such communications;

(9)

notify Customer Party promptly in writing (and in any event no later than two days after receipt) of any communication received from a data protection authority or other regulatory agency relating to the processing of Personal Data, and shall comply with all reasonable instructions of Customer Party before responding to such communications;

(10)	notify Customer Party promptly in writing (and in any event no later than two days after learning) if Supplier becomes unable to perform its obligations with respect to the processing of Personal Data hereunder;

(11)	comply with the provisions of this Agreement and the reasonable instructions of Customer Party to return, store or Destroy or Erase the Personal Data;

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

(12)

(a) comply with the Data Protection Laws applicable to Supplier in connection with the performance of the Services; (b) not take, or omit to take, any action that Supplier knows would cause Customer to contravene any Data Protection Law, unless directed to do so by Customer notwithstanding Supplier’s notification to Customer of a potential breach of the Data Protection Laws; and (c) take any additional steps reasonably requested by Customer Party to comply with any notification or other obligations under such Laws (including, in response to any request made by any data protection regulator or any Data Subject); and

(13)	limit access to and possession of Personal Data only to MSDOs whose responsibilities under this Agreement reasonably require such access or possession.

11.07. Data Protection Agreement . If requested by Customer’s clients, or if Supplier is not registered with respect to the handling and processing of Customer’s Personal Data under the safe harbor framework developed by the U.S. Department of Commerce in coordination with the European Commission, the Parties agree to execute the model contract promulgated by the European Commission and contained in opinion 2010/87/EU: Commission Decision of 5 February 2010 on standard contractual clauses for the transfer of personal data to processors established in third countries, under Directive 95/46/EC. The model contract referred to above shall be entered into solely for the purpose of complying with the relevant E.U. Data Protection Laws and Regulations and will in no event modify or affect, directly or indirectly, the regime on liability agreed between the Parties under this Agreement, or otherwise modify this Agreement. Customer shall remain solely responsible for determining the purposes for, and means of, processing Customer Data by Supplier under this Agreement.

ARTICLE 12 CONSENTS .

12.01. Supplier Consents Supplier shall, at its cost and expense, obtain, maintain and comply with the Supplier Consents. In the event Supplier is unable to obtain a Supplier Consent, Supplier shall implement (at its own cost and expense), subject to Customer’s prior approval, alternative approaches as reasonably necessary to provide the Services without such Supplier Consent.

12.02. Customer Consents Customer shall, at its cost and expense, obtain and maintain the Customer Consents. Customer shall comply with the Customer Consents. In the event that Customer has not obtained all Customer Consents as of the Effective Date, Supplier shall implement, at Customer’s cost and expense and subject to Customer’s prior approval, alternative approaches as reasonably necessary to provide the Services without such Customer Consent. Supplier shall comply with the Customer Consents.

12.03. Cooperation Each Party shall reasonably cooperate with the other in obtaining the Consents, including by executing reasonable confidentiality agreements if required by the applicable third party.

ARTICLE 13 FEES .

13.01. Fees Subject to Section 15.04 , in consideration of Supplier providing the Services (including Services procured from an alternate source by Supplier in accordance with Section 27.02 ), Customer Party shall pay Supplier Party the Fees in accordance with Exhibit 4 .

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

Without limiting Customer’s obligation to pay (1) undisputed Fees in accordance with Section 15.03 and (2) disputed Fees which the Parties agree shall be paid to Supplier in accordance with Section 15.04 , Customer Party shall be under no obligation to pay any Fees for Services not provided by Supplier to Customer.

13.02. Expenses Except as expressly set forth in this Agreement, all expenses are included in the Fees and there shall be no charges, expenses, costs or other amounts (including for Software, Hardware, facilities, telecommunications, transition or export) to be paid by Customer Party for the performance of Supplier’s obligations pursuant to this Agreement. If any expenses are expressly set forth to be reimbursed by Customer Party, such expenses shall be reimbursed pursuant to Article 15 but only if such expense is: (1) reasonable and customary; (2) approved by the Customer Party in accordance with the governance procedures set forth in Exhibit 1 and Exhibit 9 ; and (3) itemized on the applicable invoice with receipts supporting each expense over $75.

13.03. [ **** ] [****]:

(1)

[****].

(2)

[**** ] .

(3)

[****].

(4)

[****].

(5)

[****].

13.04. Certain Changes in Control [****].

ARTICLE 14 TAXES .

14.01. Sales Taxes Customer Party shall pay all sales or use taxes (“ Sales Taxes ”) due with respect to the receipt of the Services. Supplier Party shall pay all other taxes imposed on Supplier with respect to its internal operations and costs related to its provision of the Services and [****]. Each Contracting Party shall bear sole responsibility for its taxes on its own net income, employees and real property or leased real property.

14.02. Invoice Details Supplier Party shall provide Customer Party the details relating to the applicable Sales Tax as a separate line item on each invoice from Supplier Party.

14.03. Tax Cooperation .

(1)	The Contracting Parties shall reasonably cooperate with each other to more accurately determine each of Customer’s and Supplier’s tax liability and to minimize such liability, to the extent legally permissible and in accordance with the other terms of this Agreement, including Section 7.01 .

(2)	In the event of a change in applicable Law or administrative pronouncement or practice that will result in an increase in a Sales Tax for which Customer Party is responsible, Supplier Party shall (a) notify Customer Party of such change in Law or administrative

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

pronouncement or practice and (b) cooperate with Customer Party (including with any employees, professional advisors (including accountants), contractors and other agents of Customer Party) to review and mitigate Customer Party’s relevant tax liabilities.

(3)

In the event of an audit or contest by a relevant taxing authority of Sales Taxes that such taxing authority expressly indicates is payable by Customer Party, Supplier Party shall, as promptly as practicable, (a) notify Customer Party of the pendency of such audit or contest and (b) inform Customer Party to the extent that Customer is expressly identified in the audit, of the progress of such audit or contest at reasonable intervals. Supplier shall demonstrate good faith in defending its tax position as such position relates to Customer. To the extent permissible under Law, Supplier shall provide Customer timely opportunity to review and contest any assessment applicable to Customer.

ARTICLE 15 INVOICE AND PAYMENT .

15.01. Invoices Generally Supplier Party’s invoices shall be accompanied by such records or other written proof as Customer Party deems adequate to verify the amounts billed and shall be in the form required by Customer Party. A properly prepared and correct invoice is an original document received at the proper Customer Party address, as indicated in Exhibit 4 , that is in the form set forth in Exhibit 4 . If an invoice is not provided substantially in accordance with Exhibit 4 , or is otherwise incomplete or incorrect due to clerical error or any other manifest error ( e.g. , an incorrect amount or an item for which Customer Party is not responsible for payment), (1) Supplier Party shall issue a corrected invoice no later than [****] business days after Customer’s notice and (2) Customer Party shall pay in accordance with Section 15.03 and Section 15.04 the amount of Fees which should have been invoiced in a correct invoice as though Customer Party received such correct invoice on the [****] day of the applicable month.

15.02. Invoice Timing Supplier Party shall submit an invoice to Customer Party for the Fees applicable to the Services received in any month as further described in Exhibit 4 . Such invoice shall be provided no later than the [****] day of each month, [****]. Services are considered received in the month in which such Service is: (1) performed, if such Service is provided on a time and materials basis or monthly fee basis; or (2) completed, based on any applicable milestones. Supplier Party shall not invoice Customer Party, and Customer Party shall have no obligation to pay Supplier Party, any amounts (other than amounts relating to Pass-Through Expenses, Managed Agreements, Assigned Agreements and, without limiting each Party’s indemnity obligations relating to taxes hereunder, taxes) that are not invoiced within [****] after performance of the applicable Service.

15.03. Payment Subject to Section 15.04 , Customer Party shall pay Supplier Party the Fees for the Services invoiced in accordance with Section 15.02 by no later than [****] in which the applicable invoice was issued by Supplier Party (the “ Payment Date ”); provided, however, that if Supplier Party fails to issue an invoice in accordance with timing requirements set forth in Section 15.02 , or if Supplier Party fails to correct an invoice in accordance with the timing requirements set forth in Section 15.01 , then Customer Party shall pay such invoice within [****] days after Customer Party’s receipt of such invoice. At Customer Party’s option, payment shall be made by electronic funds transfer, wire or check. Payment by electronic funds (or wire) shall be considered made when released from Customer Party’s account. Payment by check shall be considered made when post-marked by the U.S. Postal Service. If Customer Party fails to pay the undisputed invoiced Fees within five days after the Payment Date in any Contract Year, Customer Party shall pay interest on the unpaid invoiced Fees as follows: [****].

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

15.04. Withholding; Rights of Set-Off .

(1)

Customer Party may, at any time on or before the Payment Date, withhold amounts that it disputes in good faith by providing Supplier Party a notice that describes the dispute in reasonable detail. The aggregate amounts withheld by Customer Party for all then-current disputes shall not exceed the [****] (the “ Withholding Cap ”); provided, however, that with respect to any month in which no Fees were paid or payable (in the aggregate) under this Agreement in the month prior to the month in which the dispute is raised, the Withholding Cap shall be [****]. If Customer Party disputes amounts in the aggregate that are (a) [****)]. If Customer Party disputes in good faith any amounts subsequent to payment thereof, [**** ] . In the event Supplier Party disputes the withholding of amounts by Customer Party, Supplier Party may notify Customer Party and such dispute shall be handled in accordance with the dispute resolution procedures set forth in Section 29.04 . Upon resolution of such dispute, the amount, if any, payable to Supplier Party will be paid by Customer Party to Supplier Party with Interest, calculated from the date payment should have been made.

(2)

With respect to any amount that the Contracting Parties agree should be reimbursed to Customer Party by Supplier Party or is otherwise payable to Customer Party by Supplier Party, and any Interest thereon calculated from the date of payment or the date reimbursement was due, Customer Party may, in accordance with the Contracting Parties’ agreement, deduct the entire or prorated amount owed to Customer Party against the Fees or, at the request of Customer Party, Supplier Party shall pay such amounts to Customer Party at or after the end of the Term.

15.05. Currency Except as otherwise agreed upon by the Contracting Parties, each invoice submitted to Customer Party shall be denominated and paid in United States Dollars.

ARTICLE 16 GOVERNANCE AND CHANGE CONTROL .

16.01. Governance The Parties shall comply with the governance procedures set forth in Exhibit 9 .

16.02. Service Requests and Changes of Scope

(1)	Any changes to the Services not otherwise contemplated in Exhibit 1 shall be made in accordance with the Change Control Procedures set forth in Exhibit 9 .

(2)

No Fees or other amount shall be payable by Customer in connection with a Change to the extent the applicable portion of such Change is a Non-Chargeable Change. With respect to any portion of a Change which is not otherwise a Non-Chargeable Change, Customer shall pay for the performance of such action pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ; provided, however, that with respect to any portion of a Change which (a) is not otherwise a Non-Chargeable Change and (b) is implemented by Supplier as a change to

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Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

benefit multiple Supplier clients, the Fees payable by Customer in respect of such Change shall be an amount no greater than that which reflects an equitable allocation of the costs and expenses associated with such Change among Customer and any such other Supplier client based on the number of Supplier clients, including Customer, who benefit from such change.

ARTICLE 17 REPORTS, DATA AND REAL TIME DATA ACCESS .

Supplier shall provide to Customer the reports and data identified in Exhibit 10 . Supplier shall provide Customer (1) upon Customer’s request, access to the Customer Data held by Supplier in real time (to the extent the systems and Customer Data are configured for real time access pursuant to the Customer Architecture) and (2) upon Customer’s request, access to all training materials, job aids and other materials agreed upon by the Parties that are used by Supplier in the performance of the Services. In each case, Supplier shall provide such access to the extent required for Customer to receive the Services.

ARTICLE 18 AUDITS .

18.01. Services Audits Upon 10 business days’ notice from Customer Party (unless exigent circumstances require a shorter notice period), Supplier shall provide to Customer and any of its clients, and any of Customer’s or Customer’s client’s regulators, accountants and auditors (collectively, the “ Customer Auditors ”) with (1) timely and prompt access to records and information that they may require with respect to the Service Locations (except the AT&T Service Locations) and the Services in accordance with the procedures set forth in Exhibit 23 for purposes of auditing Supplier’s compliance with this Agreement (including compliance with the Data Safeguards) and applicable Laws and (2) any assistance requested by Customer with respect to access described in the preceding clause (1) (which assistance Supplier shall perform as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for such assistance pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ). If Supplier Party is notified that an audit identifies that Supplier is not in compliance with this Agreement or applicable Supplier Laws, Supplier shall promptly remedy such non-compliance in accordance with the timeframe established by Customer. If Supplier Party is notified that an audit identifies that Customer is not in compliance with applicable Customer Laws, Supplier shall comply with Customer’s directions to remedy such noncompliance (and shall implement such directions as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for the implementation of such directions pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ).

18.02. Audit Controls

(1)

Supplier shall comply with, shall provide the Services to satisfy and shall otherwise not cause the in-scope Customer computer systems to fail to satisfy the internal audit controls of Customer as provided to Supplier by Customer (including any corrective recommendations or other Customer Party instructions). In addition, Supplier shall assist Customer in addressing its audit control requirements, such as: (a) participating in any reviews by Customer as to compliance with such requirements; and (b) including Customer in any reviews by Supplier as to compliance with such requirements.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

(2)

Supplier shall, at its cost and expense, maintain controls and procedures (“ Supplier Controls ”) in the facilities under its control from which the Services are provided in accordance with industry standards utilized by tier-one IT service providers for services of the type provided to Customer under this Agreement.

18.03. Fees Audits Twice in each Contract Year (or more frequently if required by any governmental or regulatory authority), upon 10 days’ notice from Customer Party (unless exigent circumstances require a shorter notice period), and in accordance with the procedures established by Customer Party and made available to Supplier Party, Supplier shall provide Customer, or at Customer’s request, any other Customer Auditors with access to, and any assistance and information that they may require with respect to, such records and supporting documentation (except for records and documentation regarding Supplier’s internal costs or Supplier’s other customers) as may be requested by Customer to audit and determine if the Fees are accurate and in accordance with this Agreement. If such audit reveals that Supplier Party has overcharged Customer Party, upon notice from Customer Party of the amount of such overcharge: (1) Supplier Party shall promptly pay to or credit Customer Party, as Customer Party requests, the amount of the overcharge [****], calculated form the date of payment; and (2) [****]. Supplier Party may dispute the results of such audit in good faith in accordance with the dispute resolution procedures set forth in Section 29.04 , and until it is determined that Supplier has overcharged Customer Party, Supplier Party shall have no obligation to pay or credit Customer Party the disputed amount and Overcharge Interest.

18.04. SAS-70 and Sarbanes-Oxley

(1)

Supplier Party shall at its cost and expense have an independent third party auditor conduct a SAS-70 Type II review (or an equivalent successor audit approved by a commission, professional association or other entity which reviews and comments on audit industry practices, such as the Public Company Accounting Oversight Board) [****] of the Services at each Service Location (except the AT&T Service Locations) for the periods from [****] during the Term. Supplier Party may have an independent third party auditor conduct such reviews [****] in respect of the above periods if: (a) Supplier generally conducts a [****] review of services provided to all its customers, (b) such [****] review is consistent with industry standards and practice utilized by tier-one IT service providers, and (c) Supplier Party provides Customer Party auditor update letters with respect to each of the above [****] periods ending after the end of the most recent applicable [****] period, in form and substance as set forth in Exhibit 27 .

(2)

Supplier Party shall, as soon as the report of the audits set forth in Section 18.04(1) is available (generally within [****] days after the end of the applicable [****]), but in no event later than [****] days after the end of each [****], issue to Customer Party the multi-client SAS-70 Type II report reasonably acceptable to Customer Party covering the Supplier Controls; provided, however, that in the event Supplier has an independent third party auditor conduct [****] reviews in accordance with Section 18.04(1) , Supplier Party shall issue to Customer Party the auditor update letters described in Section 18.04(1) as soon as soon as the applicable auditor update letter is available (generally within [****] days after the end of the applicable [****]), but in no event later than [****] days after the end of the applicable [****]. If Supplier Party fails to provide Customer Party such report within [****] days after the end of the applicable [****],

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

Supplier Party shall (a) inform Customer Party of the reason for the delay, (b) meet as soon as reasonably practicable with Customer and Customer Auditors to explain such delay and any ongoing related remediation, and (c) upon Customer’s reasonable request, provide Customer Party with updates to address (and to the extent commercially reasonable, to alleviate) Customer’s reasonable concerns relating to such audit.

(3)

Supplier Party shall, at its cost and expense, promptly notify Customer Party of the action plan to be used to remediate, and shall thereafter remediate as soon as possible, any weakness or deficiency that has resulted in a qualified SAS-70 Type II report, or that could reasonably be expected to result in a qualified SAS-70 Type II report, in respect of Supplier Controls identified in such SAS-70 Type II reports. Any testing to verify such remediation shall be completed no later than [****] days after identification of a material weakness or deficiency. Supplier Party shall cause its auditors to provide updates no later than [****] days following remediation in an agreed upon procedures report regarding when such weaknesses or deficiencies have been corrected and that the Supplier Controls are functioning effectively.

(4)

At the request and option of Customer Party, Supplier Party shall deliver to Customer Party, within [****] days after such request, an auditor’s update letter or a certificate from an appropriate officer or representative of Supplier, in form and substance as set forth in Exhibit 27 , updating the most recent SAS-70 Type II report of the applicable Contract Year by certifying that Supplier is in compliance in all material respects with its obligations with respect to the Supplier Controls, including a certification that no changes have been made to the Supplier Controls without the approval of Customer Party. At the request of Customer Party, Supplier Party shall deliver to Customer Party a summary report of the scope and any material findings in any Supplier internal audit related to the Services.

(5)	Supplier Party shall be responsible for the costs and expenses associated with the preparation of each SAS-70 Type II report described above in accordance with this Section and any agreed upon procedures report agreed upon by the Contracting Parties.

(6)

Supplier Party shall promptly respond to inquiries from Customer Party and, upon Customer Party’s request, from the Customer Auditors, regarding the reviews and reports prepared pursuant to this Section. Supplier Party shall promptly inform Customer Party of any material operational or financial risks that may be identified in a SAS-70 Type II report upon Supplier Party’s receipt of such notice from Supplier’s applicable auditor.

(7)

If Customer Party determines that a form of independently audited quality certification other than a SAS-70 Type II report or the successor audit described in Section 18.04(1) , as applicable, is sufficient to satisfy Customer’s obligations under applicable Laws, Supplier Party shall, at Customer Party’s request, perform its obligations relating to the issuance of an unqualified SAS-70 Type II report or the successor audit described in Section 18.04(1) , as applicable, with respect to such new quality certification. The costs and expenses associated with the preparation of such new quality certification shall be borne by Customer Party to the extent such certification is provided specifically to or for

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Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

Customer Party; provided, however, that in the event Supplier provides such certification to any other Supplier client, such costs and expenses borne by Customer Party shall be an amount no higher than that which reflects an equitable allocation of the costs and expenses associated with such Change among Customer and any such other Supplier client based on the number of Supplier clients, including Customer, who benefit from such change.

(8)

Supplier shall provide Customer-requested support (which support shall be provided as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for the performance of such action pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ) to Customer for Customer’s procedures related to the Sarbanes-Oxley Act of 2002 on a quarterly basis.

(9)

If Customer desires that Supplier’s chosen SAS-70 Type II public accounting provider perform additional procedures outside the scope of the multi-client SAS-70 Type II report provided by Supplier, then at the request of Customer, Supplier shall retain its then-current provider to perform an “agreed upon procedures review” at Customer’s cost and expense. At the request of Customer, Supplier shall, at Customer’s cost and expense, also engage it’s chosen SAS-70 Type II public accounting provider to perform an additional standard SAS-70 Type II report dated a different date than specified above.

(10)

Upon Customer’s request, Supplier shall provide support (which support shall be provided as a Non-Chargeable Change, to the extent applicable) to the applicable Customer Auditor for performance by such Customer Auditor of not more than two SAS-70 Type II reports (or an equivalent successor audit approved by a commission, professional association or other entity which reviews and comments on audit industry practices, such as the Public Company Accounting Oversight Board), per Customer business unit or product, annually for Customer.

18.05. Facilities Supplier shall provide Customer Auditors with space, office furnishings (including lockable cabinets), telephone and facsimile services, utilities and duplicating services on Supplier’s premises as Customer Auditors may require to perform the audits and inspections described in this Article.

18.06. Regulatory Information Supplier Party shall promptly provide to Customer Party any information or records maintained by Supplier that are requested by any governmental or regulatory authority or otherwise required to answer any inquiries from such governmental or regulatory authority. Customer Party, in consultation with Supplier Party, shall use commercially reasonable efforts to obtain confidential treatment of such information or records by such governmental or regulatory authority.

18.07. Availability Supplier shall make available promptly to Customer a written summary of the results of any reviews or audits conducted by Supplier (including by Supplier’s internal and external auditors), that describe any material operational or financial risk to Customer (including any negative effect on Customer’s internal controls), which relate to, or which could have an effect on, the Services; provided, however, that Supplier shall not be required to provide a copy of the results nor any confidential information of a third party that may be contained in such results.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

18.08. ISO 9001 and ISO 27001 Supplier shall maintain ISO 9001 and ISO 27001 and other quality management certification and security programs with respect to the Services, Service Delivery Organization and the Customer-dedicated environment at the Service Locations (except the AT&T Service Locations). Supplier shall assist Customer in its ISO 9001 and ISO 27001 certification processes. Supplier shall also assist in other quality management certification and security programs of Customer as requested by Customer.

18.09. Data Center Designation Supplier shall maintain an “[****]” data center designation. The criteria for such designation shall be at least as stringent as those set forth in Exhibit 24 .

18.10. Disclosure of Supplier’s Costs Customer and Customer Agents shall not have access to Supplier’s costs to provide the Services, except to the extent that the methodology to calculate the Fees or any Pass-Through Expenses utilizes such Supplier costs ( e.g. , Fees calculated on a “cost plus” basis).

18.11. AT&T Service Location SAS-70 Supplier Party shall at its cost and expense cause AT&T to provide to Customer a multi-client SAS-70 Type II review (or an equivalent successor audit approved by a commission, professional association or other entity which reviews and comments on audit industry practices, such as the Public Company Accounting Oversight Board) at least [****] of the AT&T Service Locations. Upon Customer request and upon execution of AT&T’s standard SAS-70 Non-Disclosure Agreement, Supplier shall cause AT&T to provide to Customer a copy of AT&T’s written [****] SAS-70 Type II reports. Reports will cover both AT&T’s “Outsourced Networks” services and “Managed Services”. As of the Effective Date, such audit is conducted by Ernst & Young.

ARTICLE 19 CONFIDENTIAL INFORMATION .

19.01. Generally The Receiving Party shall not: (1) access or use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights hereunder; or (2) disclose or otherwise allow access to the Confidential Information of the Disclosing Party to any individuals or third parties except as provided in Section 19.02 . In addition, the Receiving Party shall protect the Confidential Information of the Disclosing Party with at least the same level of care as it protects its own confidential information, but not less than a commercially reasonable level of care.

19.02. Permitted Disclosure The Receiving Party may disclose relevant aspects of the Disclosing Party’s Confidential Information to the Receiving Party’s officers, directors, employees, professional advisors (including accountants), contractors and other agents to the extent such disclosure is necessary for the current or future performance of their obligations or exercise of rights with respect to the Receiving Party under this Agreement; provided, however, that the Receiving Party shall cause such Confidential Information to be held in confidence by the recipient to the same extent and in the same manner as required under this Agreement. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required to comply with any Law or any listing agreement with, or rules of, any national securities exchange or interdealer quotation system; provided, however, that the Receiving Party shall (1) provide the Disclosing Party with prior notice of any such disclosure, (2) with the Disclosing Party’s assistance, use commercially reasonable efforts to obtain confidential treatment of the disclosed Confidential Information by the party to whom it is disclosed, and (3) cooperate with the Disclosing Party to minimize the disclosure. [****].

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

19.03. Exclusions The restrictions on use and disclosure in this Article shall not apply to: (1) Confidential Information already known to the Receiving Party, as demonstrated by prior existing records, when it was disclosed by the Disclosing Party; (2) Confidential Information that, at the time of its disclosure by the Disclosing Party, is known to the public (except Personal Data) through no fault of the Receiving Party or its employees, agents or contractors; (3) Confidential Information that is lawfully received by the Receiving Party from a third party where the third party has not required the Receiving Party to maintain the information in confidence; (4) Confidential Information developed by the Receiving Party independently of disclosure by or receipt from the Disclosing Party; or (5) Confidential Information disclosed by the Disclosing Party to a third party without imposing any obligation of confidentiality on such third party; provided, however, that with respect to clause (5) of this Section, if the Disclosing Party discloses its Confidential Information to a governmental authority (and does not otherwise publish such Confidential Information) to comply with any Law or any listing agreement with, or rules of, any national securities exchange or interdealer quotation system, then the restrictions on use and disclosure in this Article shall continue to apply.

19.04. Return of Materials In addition to Section 25.12 , upon the Disclosing Party’s request and as directed by the Disclosing Party, the Receiving Party shall promptly return, or at the Disclosing Party’s request Destroy or Erase, all Confidential Information and all written materials that contain, summarize or describe any Confidential Information of the Disclosing Party, except to the extent there is a license to such materials under this Agreement. Subject to this Article, the Receiving Party shall be entitled to retain an archival copy of such Confidential Information in order to enforce the terms and conditions of this Agreement.

19.05. Unauthorized Access

(1)	Each Party shall notify the other of any unauthorized disclosure, access to or possession, use or knowledge of the other’s Confidential Information of which such Party is aware, within [****].

(2)

MSDOs shall not attempt to access, or grant access to, any Customer Confidential Information without Customer’s express approval. An MSDO’s access to information systems containing Customer Confidential Information shall be subject to the Data Safeguards. If Supplier is aware of such access (or reasonably suspects such access), Supplier shall, within [****], report such incident to Customer, describe in detail the accessed Customer Confidential Information, and, if applicable, return to Customer any copied or removed Customer Confidential Information.

ARTICLE 20 COMPLIANCE WITH LAWS.

20.01. By Customer Customer shall comply with all Laws to the extent applicable to Customer (collectively, the “ Customer Laws ”).

20.02. By Supplier Supplier shall comply with all Laws to the extent applicable to Supplier, including Laws regulating Supplier in its capacity as a provider of IT services, and Laws applicable to Supplier’s performance of the Services and Supplier’s obligations with respect

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

to Data Protection Laws set forth in Section 11.06 and Section 11.07 (collectively, the “ Supplier Laws ”). Supplier shall provide the Services to Customer in compliance with, and shall cause all Service Locations, Supplier Software, Developed Supplier Software and Supplier Hardware used to provide the Services to comply with (1) all Supplier Laws and (2) Customer’s directions with respect to both, Customer Laws and any Laws that apply to Customer’s clients. Customer Party shall direct Supplier in writing on the method of compliance with Customer Laws and Laws that apply to Customer’s clients, and Supplier shall comply with all such directions (which Customer directions shall be implemented as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for the implementation of such Customer directions in accordance with the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ). If Supplier is not in compliance with any Supplier Operational Law (or any Customer instruction previously given with respect to Customer Laws or Laws that apply to Customer’s clients), then Supplier shall, at Supplier’s own cost and expense, immediately undertake such measures which are necessary to comply with such Supplier Operational Law or Customer instruction, as applicable. If Supplier fails to immediately undertake the measures set forth in the prior sentence in respect of any Supplier noncompliance with any Supplier Operational Law or Customer instruction, as applicable, Customer Party (or its designee) may, at Supplier’s cost and expense, undertake such measures which are necessary to establish Supplier’s compliance with such Supplier Operational Law or Customer instruction, as applicable. If any such noncompliance by Supplier with any Supplier Law or Customer instruction, as applicable, rises to the level of, or otherwise results in, a material breach of this Agreement, Customer Party may terminate this Agreement as of the date (including immediately) specified by Customer Party in a termination notice to Supplier Party. To the extent any Change pursuant to this Section is a Change which (1) Supplier provides to multiple Supplier clients and (2) is Customer’s financial responsibility hereunder, Supplier shall allocate to Customer, on an equitable and pro rata basis, the charges to implement such Changes.

20.03. Interpretation of Laws If Supplier reasonably determines that performance of the Services requires an interpretation of any Customer Law, Supplier Party shall present to Customer Party the issue for resolution, and Customer Party shall instruct Supplier Party in writing with respect to such issue. Supplier shall be authorized to act and rely on, and shall promptly implement such Customer Party instruction (which Customer Party instruction shall be implemented as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for such assistance pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ) in the performance and delivery of the Services. Supplier shall not be responsible for a failure to comply with Customer Laws to the extent that Supplier relies on, and complies with, such instructions in accordance with Section 20.02 . The Contracting Parties shall resolve questions of interpretation and shall implement the resulting Customer Party instructions on an expedited basis.

ARTICLE 21 REPRESENTATIONS, WARRANTIES AND COVENANTS .

21.01. By Customer Party Customer Party represents, warrants and covenants that as of the Effective Date and continuing throughout the Term:

(1)	Customer Party is a corporation duly organized, validly existing and in good standing under the Laws of Delaware;

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

(2)	Customer Party has all requisite power and authority to execute, deliver and perform its obligations under this Agreement;

(3)

the execution, delivery and performance of this Agreement by Customer Party (a) has been duly authorized by Customer Party and, (b) except for the Customer Consents, does not conflict with, result in a breach of or constitute a default under any other agreement to which Customer Party or Customer is a party or by which Customer Party or Customer is bound;

(4)

Customer is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Customer’s ability to fulfill its obligations under this Agreement;

(5)	Customer is in compliance with all Customer Laws and has obtained all applicable governmental permits and licenses required of Customer in connection with its obligations under this Agreement;

(6)	Customer has not incurred any material fines, penalties, or similar amounts imposed by a governmental authority, with respect to the services, functions and responsibilities within the scope of the Services, since March 31, 2007; and

(7)

there is no outstanding litigation, arbitrated matter or other dispute to which Customer is a party which, if decided unfavorably to Customer, would reasonably be expected to have a material adverse effect on Supplier’s or Customer’s ability to fulfill their respective obligations under this Agreement.

21.02. By Supplier Party Supplier Party represents, warrants and covenants that as of the Effective Date and continuing throughout the Term:

(1)	Supplier Party is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of New York;

(2)	Supplier Party has all requisite power and authority to execute, deliver and perform its obligations under this Agreement;

(3)

the execution, delivery and performance of this Agreement by Supplier Party (a) has been duly authorized by Supplier Party and (b) does not conflict with, result in a breach of or constitute a default under any other agreement to which Supplier Party or Supplier is a party or by which Supplier Party or Supplier is bound;

(4)

Supplier is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Supplier’s ability to fulfill its obligations under this Agreement;

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

(5)	Supplier is in compliance with all Supplier Laws and has obtained all applicable governmental permits and licenses required of Supplier in connection with its obligations under this Agreement;

(6)

there is no outstanding litigation, arbitrated matter or other dispute to which Supplier is a party which, if decided unfavorably to Supplier, would reasonably be expected to have a material adverse effect on Customer’s or Supplier’s ability to fulfill their respective obligations under this Agreement;

(7)	Supplier has sufficient right, title and interest (and has obtained the consents) to assign, transfer and convey the ownership rights, and to grant the licenses, set forth in Article 10 ;

(8)

the Supplier Software, Developed Supplier Software, Supplier Work Product, Deliverables, Services (and use thereof) or any other items provided by Supplier to Customer do not and shall not infringe or cause the infringement of, the copyright, trademark, patent, or other similar intellectual property rights of a third party, except to the extent such infringement is a result of: (a) Customer’s use of the Supplier Software, Developed Supplier Software, Supplier Work Product, Deliverables or items in contravention of the Related Documentation; (b) modifications made by Customer or Customer Agents not made at the direction of Supplier Party; (c) Supplier complying with instructions or designs provided by Customer; or (d) any combination of the Supplier Software, Developed Supplier Software, Supplier Work Product, Deliverables, Services or items by Customer or Customer Agents with products or systems other than those provided by, or authorized by, Supplier;

(9)	the Services shall be performed (a) with adequate numbers of qualified Supplier personnel (as to training, skill and experience), (b) in a good and workmanlike manner and (c) consistent with industry standards and practice utilized by tier-one IT service providers;

(10)

subject to Section 3.08 , Supplier shall maintain the Supplier Hardware (and the Customer Hardware to the extent that Supplier has maintenance responsibility for such Customer Hardware) so that they operate in accordance with their specifications, including: (a) maintaining equipment in good operating condition and (b) undertaking repairs and preventive maintenance on equipment in accordance with the applicable equipment manufacturer’s recommendations;

(11)

at the time of its delivery, each Deliverable that is Developed Customer Software shall: (a) conform to and perform in accordance with the applicable Related Documentation and Acceptance Criteria; (b)(i) to the extent contemplated in the applicable Related Documentation and Acceptance Criteria, [****], (ii) function as designed and in accordance with Customer’s specifications or the criteria agreed upon in a Statement of Work and (iii) [****]; and (c) [****];

(12)	Supplier shall use commercially reasonable efforts to identify and notify Customer of any negative impact that each Deliverable that is Developed Customer Software may have on Customer’s normal operations or business processes;

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

(13)

Supplier shall provide Customer with all Related Documentation (and other documentation that is Work Product) that exists and relates to Customer’s use of the Supplier Software, Developed Customer Software, Developed Supplier Software, Restricted Third Party Software, and any other Software to be developed or otherwise provided by Supplier pursuant to this Agreement; provided, however, that with respect to Supplier Software which is commercially available, Supplier shall provide the Related Documentation customarily made available with such Supplier Software;

(14)	Related Documentation (and other documentation that is Work Product) provided by Supplier in accordance with this Section shall be current and, to the extent applicable, in accordance with the applicable Statement of Work;

(15)	Supplier shall (a) not introduce any Virus or Disabling Code in the Deliverables and Customer computer systems, and (b) use [****] designed to prevent a third party from introducing any Virus or Disabling Code into the Deliverables and Customer computer systems;

(16)

Supplier shall not embed in any Software, any “open source” Software or any other Software that requires as a condition of its use, modification or distribution that such Software (or other Software incorporated into, derived from or distributed with such Software) be (a) disclosed or distributed in source code form, (b) licensed for the purpose of making derivative works or (c) redistributed at no charge; provided, however, that “open source” Software or any other Software with such conditions on its use, modification or distribution may be embedded in commercially available products to the extent (i) Supplier obtains Customer’s approval of such embedding and (ii) such embedding does not affect Customer’s rights in, or title to, any intellectual property).

21.03. Disclaimer NEITHER CONTRACTING PARTY MAKES ANY REPRESENTATION OR WARRANTY OTHER THAN AS SET FORTH IN THIS AGREEMENT. EACH CONTRACTING PARTY EXPLICITLY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

21.04. Repair and Re-performance [****]. If the breach is not so corrected, Customer Party may:

(1)	[****]; or

(2)

[****].

If Customer Party selects the option set forth in Section 21.04(1) , and the breach remains uncorrected within the extended time, Customer Party shall at the end of such time have the option set forth in Section 21.04(2) . Any re-performed Service, or repaired or replaced Deliverable, shall be subject to the same representations and warranties and same remedies for a new warranty period that shall begin on the date the correction is completed.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

ARTICLE 22 INDEMNIFICATION.

22.01. Indemnification by Customer Party Customer Party shall defend, indemnify and hold harmless Supplier, its Affiliates, officers, directors, employees, successors and permitted assigns (“ Supplier Indemnified Parties ”) from and against any loss, liability (including settlements, judgments, fines and penalties) or costs (including reasonable attorney fees, court costs and other litigation expenses) awarded or otherwise paid to any third party (whether pursuant to a court order, or as part of a settlement approved by Customer Party), arising out of any action, suit, proceeding or other claim, or any threat thereof (whether civil, criminal, administrative, arbitral, investigative or otherwise) against Supplier (including by any governmental agency):

(1)

alleging that the Customer Software (and use thereof) or any other items provided by Customer infringes, or causes the infringement of, the copyright, trademark, patent, or other similar intellectual property rights of a third party, except to the extent such infringement is a result of: (a) Supplier’s use of the Customer Software in contravention of the Related Documentation; (b) modifications made by Supplier not made in accordance with the specifications of Customer Party; (c) Supplier not complying with instructions or designs provided by Customer; or (d) any combination of the Customer Software by Supplier with products or systems other than (i) those provided by, or authorized by, Customer or Customer Agents or (ii) in a manner otherwise (A) proposed by Customer and specified in the applicable Statement of Work or (B) [****];

(2)	relating to any taxes, interest, penalties or other amounts assessed against Supplier that are the obligation of Customer pursuant to Article 14 ;

(3)	relating to breach of Article 19 by Customer;

(4)	relating to breach of Section 20.01 by Customer;

(5)	relating to the inaccuracy, untruthfulness or breach of any representation or warranty made by Customer in any of the following: Section 21.01(1) , Section 21.01(2) , Section 21.01(3) and Section 21.01(4) ;

(6)

relating to (a) bodily injury or death of any person (including employees of a Party) or (b) the loss of or damage to any real property or tangible personal property (including property of the employees of a Party), in each case, resulting from the tortious acts or omissions of Customer or Customer Agents; or

(7)	relating to any obligations of Customer to any Customer Agents.

The foregoing are the only third party claims for which Customer or Customer Party shall be liable to defend, indemnify and hold harmless Supplier Indemnified Parties; provided, however, that nothing in this sentence shall limit in any manner any other right of Supplier to bring a claim for breach of contract or to recover damages pursuant to this Agreement. Customer Party shall indemnify Supplier Party from any reasonable attorney fees, court costs and other litigation (or settlement-related) expenses incurred in connection with enforcing this Section.

22.02. Indemnification by Supplier Party Supplier Party shall defend, indemnify and hold harmless Customer, its Affiliates, officers, directors, employees, successors and permitted assigns (“ Customer Indemnified Parties ”) from and against any loss, liability (including settlements, judgments, fines and penalties) or costs (including reasonable attorney fees, court costs and other litigation expenses) awarded or otherwise paid to any third party (whether

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

pursuant to a court order, or as part of a settlement approved by Customer Party), arising out of any action, suit, proceeding or other claim, or any threat thereof (whether civil, criminal, administrative, arbitral, investigative or otherwise) against Customer (including by any governmental agency) (“ Customer Losses ”):

(1)

alleging that the Supplier Software, Supplier Work Product, Deliverables, Services (and use thereof) or any other items provided by Supplier to Customer infringe, or cause the infringement of, the copyright, trademark, patent, or other similar intellectual property rights of a third party, except to the extent such infringement is a result of: (a) Customer’s or Customer’s Agents’ use of the Supplier Software, Supplier Work Product, Deliverables or items in contravention of the Related Documentation; (b) modifications made by Customer or Customer Agents not made in accordance with the specifications of Supplier Party; (c) Supplier complying with instructions or designs provided by Customer; or (d) any combination of the Supplier Software, Supplier Work Product, Deliverables, Services or other items provided by Supplier or Supplier Agents with products or systems other than (i) those provided by, or authorized by, Supplier or (ii) in a manner (A) proposed by Supplier and specified in the applicable Statement of Work or (B) [****];

(2)	relating to breach of Section 11.01 , Section 11.03 , Section 11.04 , Section 11.05 or Section 11.06 by Supplier;

(3)	relating to any taxes, interest, penalties or other amounts assessed against Customer that are the obligation of Supplier pursuant to Article 14 ;

(4)	relating to breach of Article 19 by Supplier;

(5)	relating to (a) breach of any Supplier Law by Supplier or (b) failure by Supplier to comply with Customer’s directions, given to Supplier in accordance with Section 20.02 , with respect to compliance with Customer Laws and any Laws that apply to Customer’s clients;

(6)	relating to the inaccuracy, untruthfulness or breach of any representation or warranty made by Supplier in Section 21.02(1) , Section 21.02(2) , Section 21.02(3) , Section 21.02(4) and Section 21.02(7) ;

(7)	relating to (a) bodily injury or death of any person (including employees of a Party) or (b) the loss of or damage to any real property or tangible personal property (including property of the employees of a Party), in each case, resulting from the tortious acts or omissions of Supplier;

(8)	relating to any obligations of Supplier with respect to any Supplier Agent;

(9)	relating to any failure by Supplier to comply with its obligations under any Assigned Agreement;

(10)	relating to any failure by Supplier to manage, administer, or comply with its obligations (in each case, in accordance with this Agreement) relating to any Managed Agreement or Customer Third Party Contract;

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

(11)

relating to any claim by or on behalf of any Supplier personnel (including any Transitioned Employee): (a) in connection with their employment or engagement by Supplier or (b) alleging co-employment by Customer, in each case, except to the extent such claim is based upon an affirmative statement or representation by a Customer Indemnified Party;

(12)

by any MSDO (including any Transitioned Employee), arising from or in connection with this Agreement; provided, however, that where such MSDO is a Transitioned Employee who transferred to Supplier from ADP, this indemnity will not apply to claims arising out of acts or omissions of ADP in connection with the employment of such MSDO prior to the date of transfer;

(13)	relating to any claim based upon any decision by Supplier not to offer employment to any Affected Employee, except to the extent such claim is based upon an affirmative statement or representation by ADP or a Customer Indemnified Party; or

(14)	any failure by Supplier to comply with any of its obligations in respect of any of the Customer Third Party Contracts.

The foregoing are the only third party claims for which Supplier or Supplier Party shall be liable to defend, indemnify and hold harmless Customer Indemnified Parties; provided, however, that nothing in this sentence shall limit in any manner any other right of Customer to bring a claim for breach of contract or to recover damages pursuant to this Agreement. Supplier Party shall indemnify Customer Party from any reasonable attorney fees, court costs and other litigation (or settlement-related) expenses incurred in connection with enforcing this Section.

22.03. Indemnification Procedures . If any claim is commenced against a Party entitled to indemnification under Section 22.01 or Section 22.02 (the “ Indemnified Party ”), prompt notice thereof shall be given by the Indemnified Party to the other Contracting Party (the “ Indemnifying Party ”). At the Indemnifying Party’s cost and expense (including the costs and expenses incurred by the Indemnified Party to cooperate with the Indemnifying Party): (1) the Indemnifying Party shall immediately take control of the defense of such claim and shall engage attorneys acceptable to the Indemnified Party to defend such claim; and (2) the Indemnified Party shall cooperate with the Indemnifying Party (and its attorneys) in the defense of such claim. The Indemnified Party may, at its own cost and expense, participate (through its attorneys or otherwise) in such defense. With respect to Indemnifying Party’s obligation under Section 22.01(1) and Section 22.02(1) , the Indemnifying Party may, in each case, without increasing the Fees or any Customer costs or expenses: (a) secure the right to continue using the infringing item in a manner consistent with the terms and conditions of this Agreement; or (b) replace or modify such item to make it non-infringing, without adversely affecting Supplier’s ability to provide the Services in accordance with this Agreement. No settlement of a claim that involves a remedy other than the payment of money by the Indemnifying Party shall be entered into without the consent of the Indemnified Party. If the Indemnifying Party does not assume control over the defense of a claim as provided in this Section, the Indemnified Party may defend the claim in such manner as it may deem appropriate, at the cost and expense of the Indemnifying Party.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

22.04. Contribution . If any claim (whether brought against one or both Parties) entitles each Party to indemnification from the other under Section 22.01 or Section 22.02 , then the Parties shall allocate between themselves any loss, liability or costs and expenses arising out of or relating to such claim according to each Party’s relative share of the liability. Contributory negligence, or any analogous principle, shall not be a defense to any allocation of loss, liability or costs pursuant to this Section.

ARTICLE 23 DAMAGES .

23.01. Direct Damages .

(1)

Each of the Contracting Parties shall be liable to the other for any direct damages arising out of or relating to its performance or failure to perform under this Agreement; provided, however, that the liability of a Contracting Party to the other Contracting Party, whether based on an action or claim in contract, equity, negligence, tort or otherwise, for any event, act or omission shall not in the aggregate exceed an amount equal to [****] (1) [****] in respect of breaches occurring during transition and, after transition is complete, [****] in aggregate for all breaches and (2) the Fees paid or payable under this Agreement during the [****] prior to the date of the occurrence of the applicable event, act or omission giving rise to such liability (or if less than [****] have elapsed since the Effective Date, [****] the [****] Fees paid or payable, on average, since the Effective Date) (the “ Damages Cap ”).

(2)

[****]:

(a)

[****];

(b)

[****];

(c)

[****];

(d)

[****];

(e)

[****]; and

(f)

[****].

23.02. Consequential Damages Neither Contracting Party shall be liable to the other Contracting Party for, nor shall the measure of damages include, any special, indirect, incidental, consequential or exemplary damages (including lost profits) arising out of or relating to its performance or failure to perform under this Agreement, even if such damages are foreseeable or if either Party is advised in advance of the foregoing.

23.03. Liability of Customer .

(1)	The limitations or exculpations of liability set forth in Section 23.01 and Section 23.02 shall not apply, in the case of liability of Customer Party, to:

(a)

any damages suffered by Supplier resulting from Customer’s misappropriation of Supplier Confidential Information;

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

(b)

the indemnification obligations of Customer Party pursuant to Section 22.01 (except as limited below); and

(c)

the obligations of Customer to pay Fees due in accordance with this Agreement.

(2)	The limitations or exculpations of liability set forth in Section 23.01 shall not apply, in the case of liability of Customer Party, to:

(a)

the [****] of Customer Party; and

(b)

breach by Customer Party of its confidentiality and data security obligations under this Agreement that result in a third party’s misappropriation of Supplier Confidential Information; provided, however, that for such breaches, including Customer’s indemnity obligations under Section 22.01(3) , Customer’s liability shall be limited in the aggregate to [****].

23.04. Liability of Supplier .

(1)	The limitations or exculpations of liability set forth in Section 23.01 and Section 23.02 shall not apply, in the case of liability of Supplier Party, to:

(a)

any damages suffered by Customer resulting from Supplier’s misappropriation of Customer Confidential Information;

(b)

the indemnification obligations of Supplier pursuant to Section 22.02 (except as limited below);

(c)

the failure of Supplier to issue credits (including Performance Credits) or otherwise make payments due under this Agreement; and

(2)	The limitations or exculpations of liability set forth in Section 23.01 shall not apply, in the case of liability of Supplier Party, to:

(a)

breach by Supplier of its confidentiality and data security obligations under this Agreement that result in a third party’s misappropriation of Customer Confidential Information; provided, however, that:

(i)

with respect to such Confidential Information which is Personal Data and is encrypted at the time of misappropriation, or which was not encrypted but Supplier had an obligation to encrypt hereunder, Supplier’s liability, including Supplier’s obligations to indemnify Customer hereunder with respect to loss of Personal Data, shall be limited in the aggregate to [****] (A) [****] and (B) the Fees paid or payable under this Agreement during the [****] prior to the date of the occurrence of the applicable event, act or omission giving rise to such liability (or if less than [****] have elapsed since the Effective Date, [****] the [****] Fees paid or payable, on average, since the Effective Date), and shall include (a) the damages set forth in Section 23.01(2) and (b) [****]; and

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Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

(ii)

with respect to (A) Personal Data which is not encrypted at the time of misappropriation and for which Supplier is not in breach of an obligation to encrypt hereunder, and (B) Confidential Information other than Personal Data, Supplier’s liability shall be limited in the aggregate to [****], and shall include, with respect to each of the preceding clauses (A) and (B), as applicable:

(I)

direct damages, including the damages set forth in Section 23.01(2) ; and

(II)

[****]; and

(III)

[****].

(iii)

[****].

(b)

the [****];

(c)

[****]; and

(d)

Supplier’s failure to comply with Customer’s directions with respect to compliance with Customer Laws and Laws that apply to Customer’s clients; provided, however, that Supplier’s liability (including for indemnity obligations) shall be limited to fines and other financial penalties imposed by governmental agencies, up to an aggregate amount of [****] (and any such amounts paid shall be considered damages subject to the Damages Cap).

23.05. Injunctive Relief Supplier acknowledges and agrees that any breach (or threatened breach) of Section 2.01 , Section 2.03 , Section 3.01 , Section 3.08 , Section 3.10 , Section 9.03 , Article 11 , Section 18.06 , Article 19 , Section 20.02 , Section 21.02 , Section 21.04 , Section 25.12 , Section 25.13 , Section 25.14 , Section 25.15 , Article 26 , Article 27 and Section 29.05 by Supplier may cause immediate and irreparable injury to Customer, and in the event of such breach (or threatened breach), Customer Party shall be entitled to seek injunctive relief.

23.06. [****] [****].

ARTICLE 24 INSURANCE .

24.01. Insurance During the Term, Supplier Party shall maintain the following insurance coverage in at least the following amounts:

(1)	workers’ compensation with statutory limits required by each state exercising jurisdiction over Supplier personnel engaged in performing the Services under this Agreement;

(2)	employer’s liability coverage with a minimum limit of $1,000,000 for bodily injury by accident or disease;

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Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

(3)

commercial general liability coverage (including products and completed operations, broad form contractual, personal injury liability and broad form property damage) with minimum limits of $10,000,000 per occurrence and in the aggregate for bodily injury and property damage and $10,000,000 for personal injury and products and completed operations;

(4)	business automobile liability coverage (covering the use of all owned, non owned and hired vehicles) with minimum limits (combined single limit) of $5,000,000 for bodily injury and property damage;

(5)	employee dishonesty (fidelity) and crime coverage (for loss of money, securities, and other tangible property belonging to Customer arising out of any fraudulent or dishonest acts committed by Supplier personnel, acting alone or in collusion with others) with a minimum limit of $20,000,000; and

(6)

professional liability and technology errors and omissions insurance covering actual or alleged negligent acts, errors or omissions committed by Supplier, its agents or personnel, arising solely out of the performance of this Agreement, including damage to intangible property from the negligent performance of professional services, in an amount not less than $20,000,000 per claim and in the aggregate.

24.02. Requirements Applicable to All Insurance Coverages The applicable commercial general liability, business automobile liability and employer’s liability insurance policies required to be carried by Supplier Party shall: (1) be primary and any insurance maintained by Customer Party is excess and noncontributory only with respect to liability arising out of this Agreement; (2) name Customer Party as an additional insured; and (3) be written on an occurrence or a claims-made basis by companies duly licensed to transact the prescribed coverages in each jurisdiction in which the Services or any portion thereof is to be performed and having an A.M. Best rating of “A- VII” (or any future equivalent) or better. As between the Contracting Parties, Supplier Party shall be responsible for all claims, expenses and loss payments within the policy deductibles.

24.03. Insurance Documentation Supplier Party shall, upon Customer Party’s request, furnish to Customer Party certificates of insurance evidencing all coverage referenced in Section 24.01 and, if and to the extent applicable, naming Customer Party as an additional insured. Such certificates shall include a provision whereby the insurers will endeavor to provide 30 days’ notice to Customer Party prior to coverage cancellation by either Supplier Party or the applicable insurer. Such cancellation shall not relieve Supplier Party of its continuing obligation to maintain insurance coverage in accordance with this Article.

24.04. Risk of Loss Supplier Party is responsible for the risk of loss of, or damage to, any tangible property of Customer located at a Service Location, unless such loss or damage was caused by the acts or omissions of Customer. Customer Party is responsible for the risk of loss of, or damage to, any property of Supplier located at a Customer Site, unless such loss or damage was caused by the acts or omissions of Supplier.

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Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

24.05. Visits By Insurance Providers Upon reasonable notice, Supplier Party shall accommodate visits to the Service Locations by insurance providers or potential insurance providers to Customer Party.

ARTICLE 25 TERM AND TERMINATION .

25.01. Term .

(1)

This Agreement shall commence on the Effective Date and shall expire at 24:00 (Eastern Time) on October 31, 2021 (“ Initial Expiration Date ”), unless terminated earlier as permitted under this Agreement or as extended for the Renewal Term (if any) and the Termination Assistance Period (the “ Term ”).

(2)

Unless this Agreement is terminated earlier as permitted under this Agreement, Customer Party shall notify Supplier Party at least 90 days prior to the Initial Expiration Date as to whether Customer Party desires to renew this Agreement. If Customer Party provides Supplier Party such notice, then this Agreement shall be extended for a renewal term of up to 12 months, as designated by Customer Party (the “ Renewal Term ”), at the Fees, terms and conditions then in effect. Customer Party shall have the right to exercise such renewal option one time.

(3)	If the Contracting Parties agree to extend this Agreement beyond the Initial Expiration Date, the fees for the renewed Services shall be no greater than the Fees in effect at the end of the Initial Expiration Date.

(4)	Supplier shall commence the performance of the Services as of the applicable Commencement Date.

25.02. Termination for Convenience Subject to Section 25.10 , Customer Party shall be permitted to terminate this Agreement or any Tower at any time without cause, upon [****] days notice to Supplier Party setting forth the Termination Date. If Customer Party terminates this Agreement or any Tower pursuant to this Section, Customer Party shall pay Termination Fees in accordance with Exhibit 4 .

25.03. Termination for Cause

(1)

If Supplier has materially breached this Agreement (or defaults in the performance of any of its obligations, which defaults in the aggregate are material), and fails to cure such breach within 30 days after receipt of notice thereof from Customer Party, then Customer Party may terminate this Agreement upon notice to Supplier Party. The cure period in this Section 25.03(1) shall not apply to, and shall not prejudice, any specific right of Customer Party set forth in any other provision of this Agreement to terminate (including immediately) this Agreement with a shorter cure period or no cure period.

(2)

If Customer Party fails to make undisputed payments due to Supplier Party pursuant to this Agreement, or Customer Party fails to pay disputed amounts which Customer is obligated to pay to Supplier in accordance with Section 15.04 , and fails to cure such breach within [****] after receipt of notice thereof from Supplier Party, then Supplier Party may terminate this Agreement as of the date (including immediately) specified by

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Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

Supplier Party in a termination notice to Customer Party; provided, however, that if Supplier Party has sent a breach notice in accordance with this Section 25.03(2) with respect to an invoice issued in accordance with this Agreement in an earlier month in the then-current Contract Year, the cure period for subsequent termination notices shall be [****].

25.04. Termination for IBM Change in Control

(1)

In the event that Supplier Party or IBM Global Services effects or undergoes an IBM Change in Control, Customer Party may terminate this Agreement upon [****] notice to Supplier Party, provided the right to terminate is exercised within [****] after the completion of each such IBM Change in Control. If Customer Party terminates this Agreement pursuant to this Section, Customer Party shall pay Termination Fees in accordance with Exhibit 4 .

(2)

In the event that Supplier Party or IBM Global Services effects or undergoes an IBM Change in Control with, or otherwise acquires Control of or becomes an Affiliate of, a Customer Competitor (excluding SIS Canada) or any Top Twenty Broker-Dealer, Customer Party may terminate this Agreement upon [****] notice to Supplier Party. If Customer Party terminates this Agreement pursuant to this Section, Customer Party shall pay the Termination Fees in accordance with Exhibit 4 .

25.05. Termination for [****] Customer Party may terminate this Agreement upon notice to Supplier Party if a [**** ] ; provided, however, that the right to terminate is exercised within [****].

25.06. Termination for [****] [**** ] .

25.07. Termination for [****] . [****].

25.08. Partial Termination If Customer Party has the right to terminate this Agreement in its entirety, Customer Party may alternatively elect to terminate only the Towers or Services affected by the events, facts or circumstances giving rise to Customer Party’s right to terminate; provided, however, that (1) any termination pursuant to Section 25.02 shall only be of this Agreement in its entirety or by the applicable Tower, (2) any termination pursuant to Section 25.04 or Section 25.06 shall only be of this Agreement in its entirety and (3) any termination of “mainframe” or “midrange” Services (as described in Exhibit 2 ) pursuant to Section 25.03 , Section 25.05 or Section 25.07 shall only be of this Agreement in its entirety or by the applicable Tower. Any rights or obligations of the Contracting Parties applicable to a termination of this Agreement in its entirety, shall also apply to the termination, insource or resource of any Services. Nothing in this Section shall limit Customer’s rights under Section 3.14 .

25.09. Other Terminations In addition to the provisions of this Article, the applicable Services or this Agreement may be terminated as provided in Section 2.03(2) , Section 4.05 , Section 20.02 or Section 27.01(4) .

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

25.10. Termination Fees Supplier Party shall be entitled to receive Termination Fees only to the extent set forth in Exhibit 4 . Any Termination Fees payable in accordance with this Section shall be calculated in accordance with Exhibit 4 , and except as otherwise specifically set forth in Exhibit 4 , no Termination Fees shall be payable by Customer Party in connection with the termination of this Agreement. If Customer Party terminates any portion of the Services, then the Fees shall be adjusted in accordance with Exhibit 4 . Any Termination Fees payable by Customer hereunder shall be paid in accordance with the following:

(1)

To the extent Customer is responsible for Wind-Down Expenses under Exhibit 4 , Supplier shall invoice Customer on a monthly basis, in arrears, in accordance with Article 15 for Wind-Down Expenses on the monthly invoice issued the month after Supplier has paid the applicable Wind-Down Expenses incurred in accordance with the Exit Plan. Subject to Section 15.04 , Customer shall pay such Wind-Down Expenses in accordance with Article 15 .

(2)	To the extent Customer is responsible for a Break Fee under Exhibit 4 , Supplier shall invoice Customer in accordance with Article 15 for such Break Fee on the following schedule:

(a)

[****];

(b)

[****];

(c)

[****];

(d)

[****].

(3)

[****].

Subject to Section 15.04 and the payment schedule set forth in this Section, Customer shall pay such Unrecovered Amortized Expenses and Break Fees, as applicable, in accordance with Article 15 .

25.11. Effect of Termination Any termination (or expiration) of this Agreement shall not relieve or release either Contracting Party from any rights, liabilities or obligations that may have accrued under applicable Law or this Agreement. In the event of any such termination (or expiration), subject to Section 25.14 :

(1)

Supplier shall cease the provision of any specified Services upon notice from Customer Party as of the date requested by Customer Party in such notice. All other Services shall terminate at the later of the Termination Date and the date the applicable Termination Assistance Services are completed in accordance with the Termination Assistance plan described in Section 25.14 .

(2)

Supplier Party shall be entitled to payment of Fees for Services (including Termination Assistance Services) performed prior to the end of the Term, apportioned according to any agreed deliverable payment milestones or fixed price arrangements if payment is other than (a) on a time and materials basis or (b) for steady state Services that are provided during the Termination Assistance Period, in accordance with the monthly billing methodology set forth in Exhibit 4 . Supplier Party shall, except to the extent Customer Party uses such Deliverables, not be entitled to any payment for deliverable

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Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

milestones if such deliverable milestones were not accepted by Customer Party due to termination by Customer Party for breach by Supplier (and, therefore, shall refund to Customer Party any Fees paid for any such deliverable milestones, along with Interest on such payments calculated from the date of payment).

(3)

The rights granted to Supplier in Section 10.01 shall terminate, and Supplier shall (a) deliver to Customer Party, at no cost to Customer Party, a current copy of the Customer Software and Customer Work Product in the form in use as of the date of termination or expiration of the applicable Services (and any Termination Assistance Services relating to such Services) and (b) in accordance with Customer Party’s instructions, Destroy or Erase all other copies of the Customer Software and Customer Work Product in Supplier’s possession. Supplier shall, upon Customer Party’s request, certify to Customer Party that all such copies have been Destroyed or Erased.

(4)

To the extent Customer has a license to Supplier Software, Developed Supplier Software and Supplier Work Product after the Term, Supplier shall deliver to Customer Party a copy of Supplier Software, Developed Supplier Software and Supplier Work Product (other than any third party Software and Work Product), in the form in use as of the date of termination or expiration of the applicable Services (and any Termination Assistance Services relating to such Services), and Customer Party shall have the rights described in Section 10.02 .

(5)

Supplier shall (a) deliver to Customer Party a copy of all Developed Customer Software and Developed Work Product, in the form in use as of the date of termination or expiration of the applicable Services (and any Termination Assistance Services relating to such Services) and (b) except to the extent otherwise set forth in Section 25.12 , Destroy or Erase all other copies of Developed Software and Developed Work Product in Supplier’s possession in accordance with Customer Party’s instructions. Supplier shall, upon Customer Party’s request, certify to Customer Party that all such copies have been Destroyed or Erased.

(6)

Subject to Section 12.02 , upon Customer Party’s request, with respect to (a) any agreements for maintenance, disaster recovery services or other third party services or any Supplier Hardware not owned by Supplier and being used by Supplier primarily for the benefit of Customer to provide the Services as of the effective date of expiration or termination of this Agreement and (b) Assigned Agreements not otherwise covered in Section 25.11(6)(a) , in each case, Supplier shall exercise commercially reasonable efforts to transfer or assign such agreements to Customer Party or its designee, on terms and conditions acceptable to all applicable parties.

(7)

Upon Customer Party’s request, Supplier shall sell to Customer Party or its designee Supplier Hardware used by Supplier primarily for the benefit of Customer to perform the Services as of the effective date of expiration or termination of the applicable Services (and any Termination Assistance Services relating to such Services) free and clear of all liens, security interests or other encumbrances at fair market value, as shall be determined by an agreed-upon appraisal paid for by Customer Party.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

25.12. Return of Materials As of the date of the expiration or termination of the applicable Services (and any Termination Assistance Services relating to such Services), Supplier shall promptly tender or return to Customer all versions of any Deliverables (except to the extent Suppler shall be permitted to retain a copy pursuant to Section 10.03 ), all Confidential Information and all other information or materials provided by Customer with respect to the terminated Services. Such tender and return shall be in the format reasonably directed by Customer Party.

25.13. Hiring of Service Delivery Organization As of the date a determination is made that there shall be an expiration or termination of this Agreement, with respect to the Key Individuals and the then-current MSDOs who spend more than 50 percent of their time working on the Customer account (each, an “ Affected MSDO ”), Supplier shall (1) except to the extent otherwise set forth in Section 5.03(1) , not terminate, reassign or otherwise remove from the Service Delivery Organization any Affected MSDO without providing Customer Party at least 45 days prior notice of such termination, reassignment or other removal and, (2) upon Customer Party’s request, prior to the end of such 45 day period with respect to an Affected MSDO, and to the extent not prohibited by applicable Laws, (a) provide Customer Party with the name of each Affected MSDO’s position and such Affected MSDO’s description of job responsibilities, in accordance with Supplier’s standard employment policies, (b) provide Customer Party and its designees reasonable access to such Affected MSDO and (c) allow Customer Party and its designees to meet with and extend offers of employment to such Affected MSDO. Supplier shall waive any restrictions that may prevent any Affected MSDO from being hired by Customer Party or its designees pursuant to this Section. Additionally, Supplier shall not make any other material change to the terms or conditions of its employment of the Affected MSDO other than such changes that are made in accordance with Supplier’s normal personnel practices and cycles.

25.14. Termination Assistance In connection with the termination or expiration of this Agreement for any reason (including, termination by Supplier Party due to breach by Customer Party, in which case Customer Party shall pay for the Termination Assistance Services monthly in advance), Supplier shall, upon Customer Party’s request, for up to [****] after the applicable Termination Date or the expiration of this Agreement (as applicable, each the “ Termination Assistance Period ”): (1) continue to perform the terminated or expired Services (or portion thereof) at the rates set forth in Exhibit 4 ; and (2) perform any other services (which services shall be performed as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for such services pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 ) requested by Customer Party to transition the provision of the terminated or expired Services to Customer Party or another provider including the services set forth in Exhibit 15 (the services in clause (1) and clause (2), the “ Termination Assistance Services ”). If there are no rates set forth in Exhibit 4 for the services in clause (2) of the definition of Termination Assistance Services, the Contracting Parties shall negotiate rates (hourly or otherwise) for such services consistent with the rates set forth in Exhibit 4 ( e.g. , comparable discounts). Customer Party may modify the Termination Assistance Services and the Termination Assistance Period upon 30 days notice. During any Termination Assistance Period, the Termination Assistance Services shall be of the same quality, level of performance and scope as provided prior to termination, but not less than as required under this Agreement.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

25.15. Exit Plan No later than 180 days after the Effective Date, Supplier shall deliver and thereafter shall update annually and maintain a detailed exit plan for the transfer of each of the Services from Supplier to Customer Party or another supplier designated by Customer Party in accordance with Exhibit 15 . Upon Customer Party’s request, Supplier Party shall provide a copy of such plan to Customer Party for its review and comment.

ARTICLE 26 [****] .

26.01. [****] [****]. Subject to Article 23 , [****]. Customer Party’s exercise of its rights under this Section shall not constitute a waiver by Customer Party of any of the rights it may have (including Customer Party’s rights to terminate this Agreement). [****].

26.02. [****] [****].

ARTICLE 27 FORCE MAJEURE .

27.01. Force Majeure .

(1)

To the extent performance by a Party (the “ Affected Party ”) of its obligations under this Agreement is prevented, hindered or delayed by fire, flood, earthquake, other elements of nature or acts of God, acts of war, terrorism, riots, rebellions or revolutions, civil disorders or third party labor strikes, disputes (excluding those involving the non-performing Party’s agents or other contractors), or any other event considered a force majeure event under applicable Law (each a “ Force Majeure Event ”), the Affected Party shall be excused for such non-performance, hindrance or delay for as long as such Force Majeure Event continues; provided, however, that: (a) such Force Majeure Event is beyond the control of the Affected Party and could not be prevented by appropriate precautions; (b) the Affected Party uses commercially reasonable efforts to recommence performance (including through alternate means); and (c) Supplier, if it is the Affected Party, activates the Business Continuity Plan, as applicable. The Affected Party shall, as soon as reasonably possible, notify the other Party of the occurrence of the Force Majeure Event and describe the Force Majeure Event in sufficient detail.

(2)

The events giving rise to the activation of the Business Continuity Plan shall not excuse Supplier from performing the Services in accordance with this Agreement, or from achieving the Service Levels, except to the extent set forth in the Business Continuity Plan, this Section 27.01(2) , and Section 3.16 . To the extent Supplier’s activation of the Business Continuity Plan in accordance with Article 28 is prevented, hindered or delayed by a Force Majeure Event, Supplier shall be excused for such non-performance, hindrance or delay for as long as such Force Majeure Event continues; provided, however, that: (a) such Force Majeure Event is beyond the control of Supplier and could not be prevented by appropriate precautions; and (b) Supplier uses commercially reasonable efforts to remove or work around the Force Majeure Event.

(3)

Supplier may, following a Force Majeure Event, propose a plan (in addition to the Business Continuity Plan) to recommence performance of the affected Services. If Customer Party, in its sole discretion, approves such plan, then (a) Supplier Party shall implement such plan and (b) Customer Party shall not exercise its right to terminate this Agreement in accordance with Section 27.01(4) so long as Supplier Party complies with

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Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

such plan. If Customer Party, in its sole discretion, does not approve such plan, then Supplier Party shall continue to perform its obligations in this Article 27 and may propose additional plans, which plans shall include recovery time objectives, to recommence performance of the affected Services. If Customer Party, in its sole discretion, approves such additional plan, then (a) Supplier Party shall implement such additional plan and (b) Customer Party shall not exercise its right to terminate this Agreement in accordance with Section 27.01(4) so long as Supplier Party complies with such plan (including recovery time objectives set forth therein).

(4)

If (a) Supplier fails to remove or work around the Force Majeure Event within [****] after the applicable RTO time set forth in Exhibit 13 with respect to the affected Services and (b) Customer Party has not approved a plan proposed by Supplier Party in accordance with Section 27.01(3) , then Customer Party may, upon notice to Supplier Party to be given within [****] period, terminate the affected Tower at any time (including immediately) specified by Customer Party in a termination notice to the Supplier Party. If (a) Supplier fails to remove or work around the Force Majeure Event within [****] after the applicable RTO time set forth in Exhibit 13 with respect to the affected Services and (b) Customer Party has not approved a plan proposed by Supplier Party in accordance with Section 27.01(3) , then Customer Party may, upon notice to Supplier Party to be given within [****] period, terminate this Agreement, in whole or in part, at any time (including immediately) specified by Customer Party in a termination notice to the Supplier Party. With respect to each termination right set forth in this Section 27.01(4) , as applicable, the Termination Date shall be no later than [****] after the date Supplier shall have failed to remove or work around the Force Majeure Event within the applicable RTO time set forth in Exhibit 13 with respect to affected Services. If Customer Party terminates this Agreement pursuant to this Section, Customer Party shall pay the Termination Fees in accordance with Exhibit 4 .

(5)

If Customer Party exercises any right in Section 27.01(4) to terminate this Agreement, Supplier shall have the option to limit the scope of such termination to only to the Services which have not been restored in accordance with this Section if (a) Supplier gives Customer Party notice of such limitation prior to the effective date of the termination and (b) [****].

27.02. Alternate Source If any Force Majeure Event prevents, hinders or delays performance of the Services for more than [****] following the applicable RTO time set forth in Exhibit 13 , or if the Business Continuity Plan is not activated as required under Article 28(1) , (1) Supplier, at Customer Party’s request, shall procure the affected Services from an alternate source from the date of such event until the earlier of the date Supplier resumes performance of the affected Services and the date [****] after the date an alternate source first provides services to replace affected Services in accordance with this Section and (2) until such time that Supplier restores the Services or procures Services from an alternate source in accordance with Section 27.02(1) , Customer shall have the option to procure an alternate source. If either Party seeks to identify and procure Services from an alternate source, (a) the Party which identified the alternate source with the earliest planned Service restoration date shall procure the Services from the alternate source in accordance with such alternate source’s planned Service restoration date and (b) if the alternate source which attempts to restore the services in accordance with clause (a)

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Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

above fails to restore the Services in accordance with the applicable planned Service restoration date, the other Party shall procure the Services from an alternate source. Customer Party shall continue to pay the Fees to Supplier for Services not affected by the Force Majeure Event. Supplier shall invoice Customer for the Fees for the Services affected by the Force Majeure Event in accordance with Section 5.05 of Exhibit 4 while Supplier is seeking an alternate source in accordance with this Section. In the event Supplier has procured the affected Services from an alternate source, Customer shall pay Supplier the Fees for the Services being performed by the alternate source, as calculated in accordance with Exhibit 4 , from the date the affected Services are restored until the date [****] after the date such alternate source first provides services to replace affected Services in accordance with this Section. [****].

27.03. No Payment for Unperformed Services [****].

ARTICLE 28 BUSINESS CONTINUITY .

28.01. In General If a Force Majeure Event or other business continuity related event affects Supplier’s ability to provide the Services, then Supplier shall activate the business continuity plan set forth in Exhibit 13 (the “Business Continuity Plan”) (and shall, as soon as reasonably possible given the urgency of the situation, notify Customer Party if notice has not already been provided pursuant to Section 27.01). If, after any such event, (a) the Services (including the systems, applications, and networks utilized to provide the Services) are successfully recovered to the target disaster recovery facility (in accordance with the Business Continuity Plan or otherwise), and (b) Supplier does not recover, or cannot reasonably be expected to recover, the affected Service Location within [****] after the commencement of such event (each such date, a “Service Interruption Date”), then (i) Supplier shall implement and test, within [****] after the applicable Service Interruption Date, the redundancy, heightened availability, platforms and network connections (in addition to, as applicable, the requirements set forth in the Business Continuity Plan) necessary to provide business continuity consistent with that set forth in the Business Continuity Plan and (ii) Supplier shall, within [****] after the Service Interruption Date, equip and test a new business continuity facility substantially similar to the business continuity facility contemplated in the Business Continuity Plan. Supplier shall use commercially reasonable efforts to complete its obligations set forth in clauses (i) and (ii) above as soon as reasonably possible.

28.02. BCP Testing Supplier shall test the operability of the Business Continuity Plan at least five times per year, with dates to be determined and agreed upon with Customer Party at least six months prior to any such tests. If such dates are determined and agreed upon less than six months prior to any such tests, Supplier shall use commercially reasonable efforts to conduct such tests. Supplier shall, at Customer Party’s request, perform any additional testing required by financial industry initiatives (which additional testing shall be performed as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for such additional testing pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9). Supplier shall notify Customer Party of any deficiencies identified by any test of the Business Continuity Plan and of the remediation efforts being implemented by Supplier to correct such deficiencies. In case of a significant deficiency, Supplier shall remedy such deficiency and retest the Business Continuity Plan (and shall perform such remedy and retest as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for the performance of such remedy and retest pursuant to the Change Control Procedures and the issue

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Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

escalation procedures set forth in Article 5 of Exhibit 9) (but if such deficiency was caused by Supplier, then at Supplier’s cost and expense) no later than [****] after the identification of such deficiency. Testing dates must be agreed to in advance by Customer Party with respect to testing that will require involvement by Customer or any of its personnel or clients. Supplier shall consult with Customer Party with respect to the results of any such testing and provide relevant information related thereto.

28.03. BCP Review Without limiting the foregoing, Supplier shall annually review the Business Continuity Plan with Customer. If, following such review, changes are required to the Business Continuity Plan, Supplier shall make such changes as a Non-Chargeable Change, to the extent applicable (otherwise Customer shall pay for such changes pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9), and shall provide Customer an updated version of the Business Continuity Plan.

ARTICLE 29 MISCELLANEOUS .

29.01. Amendment No amendment of this Agreement shall be valid unless in writing and signed by an authorized representative of each Contracting Party (as designated by each Contracting Party from time to time).

29.02. Assignment Neither Contracting Party shall assign this Agreement, or any amounts payable pursuant to this Agreement, without the prior consent of the other; provided, however, that Customer Party may assign this Agreement to: (1) an entity acquiring all or substantially all of the assets of Customer Party; (2) the successor in any merger involving Customer Party; or (3) an Affiliate of Customer Party; provided, however, that such assignment shall not relieve the Customer Party from its obligations under this Agreement. This Agreement shall be binding upon the successors and permitted assigns of the Contracting Parties.

29.03. Business Ethics Supplier shall not pay any salaries, commissions or fees (or make any other payments or rebates) of more than minimal value to any employee, officer or director of Customer (or any designee of such employee, officer or director) or favor any such individual with lavish gifts, entertainment, services or goods in connection with this Agreement.

29.04. Dispute Resolution

(1)

Subject to Section 23.05 , Section 29.18 and Article 5 of Exhibit 9 , any dispute arising out of this Agreement shall be considered by the Customer Executive and Supplier Executive no later than 10 business days after receipt of a notice from either Contracting Party specifying the nature of the dispute (“ Dispute Notice ”). If such individuals do not resolve such dispute within 10 business days after the date of receipt of a Dispute Notice, the Contracting Parties shall escalate the dispute to the Customer Senior Executive and Supplier Senior Executive (and any additional agreed-upon designees of the Contracting Parties). If such individuals do not resolve such dispute within 20 business days after the date of receipt of a Dispute Notice, then either Contracting Party may otherwise pursue its rights and remedies under this Agreement.

(2)	In the event of a dispute between Customer and Supplier, Supplier shall continue to perform its obligations in accordance with this Agreement in good faith during the resolution of such dispute and shall not for any reason disable any Hardware or Software

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

used to provide the Services or perform any other action that prevents, impedes or reduces in any way the provision of the Services or Customer’s ability to conduct its activities, unless and until (a) authority to do so is granted by Customer or conferred by a court of competent jurisdiction or (b) this Agreement is terminated and all Termination Assistance Services have been completed in accordance with this Agreement.

29.05. Divestiture and Acquisition

(1)

If Customer divests an entity or business unit, in whole or in part, Customer Party may elect either to (a) discontinue receipt of that part of the Services that was provided to the divested entity or business unit, subject to the provisions of Exhibit 4 or (b) have Supplier continue to provide the Services to such divested entity or business unit in accordance with the then-existing terms and charging methodologies for the Services, for a period not to exceed the lesser of (i) 18 months from the effective date of such divestiture (provided, however, that Supplier shall extend such period for an additional six months upon Customer Party’s request) and (ii) the remainder of the Term; provided, however, that such divested entity or business unit continues to be bound by the terms and conditions of this Agreement. Any divested entity or business unit of Customer receiving Services pursuant to this Section shall be deemed a Service Recipient and, subject to Section 29.18 , shall receive the same rights Customer has under this Agreement, and Customer Party shall remain the Contracting Party for all purposes under this Agreement. If any divested entity or business unit of Customer desires to be a customer of Supplier and to have all rights afforded to Customer under this Agreement relating to those Services it continues to receive after its divestiture, Supplier shall negotiate with such divested entity or business unit in good faith to enter into a mutually agreeable services agreement. If transition services are required in order to commence providing Services to a divested entity or business unit, the Contracting Parties shall negotiate in good faith the terms and conditions (including scope and price) under which Supplier shall provide such transition services, and Supplier shall complete such transition services within the applicable timeframes. Supplier shall perform such transition services as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for such transition services pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 .

(2)

In the event that Customer acquires an entity or business, Customer Party may elect to have Supplier provide some or all of the Services to such acquired entity or business in accordance with the then-existing terms and charging methodologies for such Services. If transition services are required in order to commence providing Services to the acquired entity or business, the Contracting Parties shall negotiate in good faith the terms and conditions (including scope and price) under which Supplier shall provide such transition services, and Supplier shall complete such transition services within the applicable timeframes. Supplier shall perform such transition services as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for such transition services pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9 .

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

29.06. Entire Agreement This Agreement supersedes all prior discussions and agreements between the Contracting Parties with respect to the subject matter hereof and represents the entire agreement between the Contracting Parties with respect to that subject matter.

29.07. Export Each Party shall comply with all export Laws, restrictions and national security controls of the United States and all other applicable international or foreign governments, agencies and authorities (the “ Export Controls ”). Prior to either Party exporting any technology or material (including data) or any other regulated item of Customer from the United States (or any other country) to perform the Services, Customer Party shall promptly (with cooperation and assistance from Supplier Party): (1) identify the Export Controls applicable to such technology and materials, including any required licenses, consents, authorizations or approvals; and (2) notify Supplier Party of such Export Controls. The Party exporting such data shall then (a) endeavor to obtain any such required licenses, consents, authorizations and approvals or, if and as requested by the other Party, cooperate with and assist the other Party in obtaining such licenses, consents, authorizations or approvals and (b) provide any documents requested by the other Party to demonstrate compliance with the Export Controls. In addition, Supplier shall not access any Customer Data from a country embargoed by the United States, and Customer shall not engage in any business from or to a country embargoed by the United States.

29.08. Good Faith and Fair Dealing Except where explicitly stated otherwise ( e.g. , use of “sole discretion”), the performance of all obligations and exercise of all rights by each Party shall be governed by the principle of good faith and fair dealing and by a commercially reasonable standard. Neither Party shall unreasonably withhold any consents or approvals to be given under this Agreement.

29.09. Governing Law and Jurisdiction This Agreement shall be governed by, and construed and enforced in accordance with, the Laws of the State of New York without giving effect to the principles of conflicts of law. This Agreement shall not be governed by the U.N. Convention on Contracts for the International Sale of Goods. Each Contracting Party consents to the exclusive jurisdiction of, and service of process by, the United States District Court for the Southern District of New York or the state courts of the State of New York, Borough of Manhattan with respect to any legal action, suit or proceeding by a Contracting Party arising out of this Agreement. Each Contracting Party waives its rights to trial by jury.

29.10. Independent Contractor Supplier is an independent contractor of Customer. Officers, directors, employees, personnel, agents and contractors retained by or on behalf of Supplier to perform Supplier’s obligations under this Agreement shall at all times be under Supplier’s exclusive direction and control and shall in no way be deemed to be an employee, agent or contractor of Customer.

29.11. Notices All notices, consents, approvals, agreements, authorizations, acceptances, rejections and waivers under this Agreement shall be in writing and shall be deemed given when: (1) delivered by hand to the applicable Contracting Party at the address specified; (2) received by that addressee at that address by certified mail, return receipt requested, with postage fully prepaid; or (3) for those items the Contracting Parties agree may be communicated via e-mail, the person specified at the e-mail address specified has acknowledged or confirmed receipt thereof. The Contracting Parties may change the address or person for notification upon 10 days notice to the other. The initial notification information for each Contracting Party is:

For Supplier:

IBM Corporation

Building 4

Route 100

Somers, New York 10589

Attention: VP – GTS, Financial Services

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

with a copy to:

IBM Corporation

Building 4, Maildrop 4202

Route 100

Somers, New York 10589

Attention: VP Assistant General Counsel, Global Technology Services

For Customer Party:

Broadridge Financial Solutions, Inc.

2 Journal Square Plaza

Jersey City, New Jersey 07306

Attention: President

with a copy to:

Broadridge Financial Solutions, Inc.

2 Journal Square Plaza

Jersey City, New Jersey 07306

Attention: General Counsel

29.12. No Exclusive Agreement Nothing in this Agreement shall be deemed to grant to Supplier an exclusive right or privilege to provide the Services to Customer.

29.13. Non-Solicitation During the Term and for 12 months thereafter, Supplier shall not solicit or recruit any employee of Customer involved in Customer’s receipt of the Services. In this Section, “solicit” does not include general advertising in newspapers, other periodicals or web postings which are not targeted at the employees of Customer, including where an employee of Customer responds to such general advertising.

29.14. Publicity Neither Party shall, without the prior, proper and final approval of the other Party in each instance: (1) use the name, trade name, trademarks, service marks or logos of the other Party in any publicity releases, news releases, press releases, product packaging, signage, stationary, print literature, advertising or websites; or (2) represent (directly or indirectly) that any product or service offered by Supplier, or any Service received by Customer, has been approved or endorsed by Customer or Supplier, as applicable. Notwithstanding the foregoing, each Party may use the other Party’s name and a factual description of the work performed for, or received from, the other Party in its annual reports to stockholders, internal documents, and in other public financial statements to the extent necessary for the applicable Party to comply with generally accepted accounting principles and applicable Law.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

29.15. Remedies Cumulative No specific remedy under this Agreement shall limit a Contracting Party’s right to exercise all other remedies available to such Contracting Party under Law, in equity or under this Agreement, and all such remedies shall be cumulative.

29.16. Severability If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to Law or otherwise unenforceable, then the remaining provisions of this Agreement shall remain in full force and effect, except to the extent such remaining provisions are not capable of substantial performance as a result of such holding.

29.17. Survival Section 7.04(2) , Section 10.02 , Section 10.03 , Section 10.04 , Section 11.01 , Section 11.03 , Section 11.04 , Section 15.03 , Article 18 (other than Section 18.02 ), Article 19 , Article 21 , Article 22 , Section 25.10 , Section 25.11 , Section 25.12 , Section 25.13 , Section 25.14 , Section 29.02 , Section 29.05 , Section 29.13 , Section 29.14 , this Section and Section 29.18 and any other provisions, Sections or Articles that by their nature should survive, shall survive the termination (or expiration) of this Agreement.

29.18. Third Party Beneficiaries This Agreement is for the sole benefit of the Contracting Parties and their permitted assigns and each Contracting Party intends that this Agreement shall not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the Contracting Parties and their permitted assigns. No Customer Affiliate or Service Recipient other than Customer Party may file a claim, bring a cause of action, or raise a dispute under this Agreement; provided, however, that a Customer Affiliate or Service Recipient may take any action available under Law or equity to enforce this Agreement if such claim, action or dispute may be brought, filed, raised or otherwise asserted only by such Customer Affiliate or Service Recipient. No Supplier Affiliate other than Supplier Party may file a claim, bring a cause of action, or raise a dispute under this Agreement; provided, however, that a Supplier Affiliate may take any action available under Law or equity to enforce this Agreement if such claim, action or dispute may be brought, filed, raised or otherwise asserted only by such Supplier Affiliate.

29.19. Waiver No delay or omission by either Contracting Party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by any Contracting Party of any breach or obligation shall not be construed to be a waiver of any succeeding breach or any other obligation.

29.20. Customer Competitors On a quarterly basis the Parties shall review Exhibit 21 to determine whether to modify the list of Customer Competitors set forth therein. Any addition, deletion or other modification to Exhibit 21 shall be as agreed by the Parties; provided, however, that Customer shall have the right to add to Exhibit 21 , without Supplier’s agreement or approval, any entity (which entity may include any Affiliate or business division of Supplier Party) which (1) provides shareholder proxy services or (2) has 15 percent or more market share (measured by share of gross revenues) in any of the Customer Lines of Business.

The remainder of this page intentionally left blank.

– Broadridge Confidential; IBM Confidential –

Confidential Treatment is Requested by Broadridge Financial Solutions, Inc.

Pursuant to 17 C.F.R. 200.83

IN WITNESS WHEREOF, the authorized representatives of the Contracting Parties have executed this Agreement as of the Effective Date.


INTERNATIONAL BUSINESS MACHINES		BROADRIDGE FINANCIAL
CORPORATION		SOLUTIONS, INC.

by:	/s/ Scott A. Morin	by:	/s/ John Hogan
name:	Scott A. Morin	name:	John Hogan
title:	Vice President	title:	President and Chief Operating Officer
date:	3-31-2010	date:	3/31/2010

– Broadridge Confidential; IBM Confidential –

Exhibit 31.1

SECTION 302 CERTIFICATION

I, Richard J. Daly, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Broadridge Financial Solutions, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2010

/s/ Richard J. Daly

Richard J. Daly

Chief Executive Officer

Exhibit 31.2

SECTION 302 CERTIFICATION

I, Dan Sheldon, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Broadridge Financial Solutions, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 10, 2010

/s/ Dan Sheldon

Dan Sheldon

Vice President, Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Broadridge Financial Solutions, Inc. (the “Company”) on Form 10-Q for the three months ended March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard J. Daly, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(a)

the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Richard J. Daly

Richard J. Daly

Chief Executive Officer

May 10, 2010

Pursuant to Securities and Exchange Commission Release 33-8238, dated June 5, 2003, this certification is being furnished and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Broadridge Financial Solutions, Inc. (the “Company”) on Form 10-Q for the three months ended March 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dan Sheldon, Vice President, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(a)

the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(b)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Dan Sheldon

Dan Sheldon

Vice President, Chief Financial Officer

May 10, 2010