CSD-RT RFP Recordkeeping_Administration Services Response 3-

requirements of this Section 8.12. In the event that VRSCO returns the Employer

Data or Participating Employee Data under this Section 8.12, VRSCO will

provide such data to Employer or the Participating Employee in a fixed file

format on CD-ROM, or an alternate, commercially reasonable format and media.

8.13 Records. Employer and VRSCO shall retain records as required by law with

respect to their activities and transactions contemplated herein.

8.14 Access to Retirement Manager. Upon expiration or termination of this

Agreement, Employer and Participating Employees shall have no right to access

Retirement Manager.

Right to Inspect Books.

The Employer shall have and VRSCO shall grant to Employer

and its authorized agents and employees, the right to inspect records and books

maintained by VRSCO in connection with this Agreement during reasonable office hours

upon written request.

Notices.

Except as otherwise provided in this Section, all notices, consents, approvals,

demands, requests or other communications provided for or permitted to be given under

any of the provisions of this Agreement shall be in writing and shall be deemed to have

been duly given or served when delivered by hand delivery or when deposited in the U.S.

mail by registered or certified mail, return receipt requested, postage prepaid, and

addressed as follows:

If to Employer:

______________________________

If to VRSCO:

VALIC Retirement Services Company

Attn: Director, Institutional eServices

2929 Allen Parkway, L8-10

Houston, Texas 77019

or such other person or address as may be given in writing by either party to the other in

accordance with the aforesaid.

All operational notices and transmittals may be oral or written as the parties may agree

from time to time. Provided, however, any notice one party provides to the other

concerning termination or suspension of performance under this Agreement must be in

writing.

11.

Governing Law

. Except where Federal laws would otherwise control, this Agreement

and all of the rights and obligations of the parties hereto and all of the terms and

conditions hereof shall be construed, interpreted and applied in accordance with and