0001012678-03-000006 Sample Contracts

UNDERWRITING AGREEMENT BETWEEN
Underwriting Agreement • April 30th, 2003 • Price T Rowe Mid Cap Value Fund Inc

THIS UNDERWRITING AGREEMENT, made as of the 1st day of May 2003, by and between T. ROWE PRICE MID-CAP VALUE FUND, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the "Fund"), and T. ROWE PRICE INVESTMENT SERVICES, INC., a corporation organized and existing under the laws of the State of Maryland (hereinafter called the "Distributor").

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TRANSFER AGENCY AND SERVICE AGREEMENT between
Transfer Agency and Service Agreement • April 30th, 2003 • Price T Rowe Mid Cap Value Fund Inc • Maryland
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