AGREEMENT FOR EXPERTS OR LEGAL SUPPORT SERVICES

(Experts (Non-Goodwill) or Legal Support Services (Hourly Rates))

This Agreement is entered into this day of , 200\_, between the Federal
Deposit Insurance Corporation (\"FDIC\") and \[*Insert the name of the
Legal Support Service provider*\], \[*Address*\], \[*Legal Support
Service Provider's verified Federal Tax Identification Number or, if
none, social security number*\] (Legal Support Service Provider
hereinafter is also referred to as \"Contractor\"). The purpose of this
Agreement is to engage Contractor for the provision of services in
support of pending or ongoing legal matters. The parties (\"FDIC\" and
\"Contractor\") agree to comply with the following terms and conditions:

[SCOPE of WORK]{.underline}

1\. All of Contractor\'s work shall comply with the terms and conditions
of this Legal Support Services Agreement. Contractor shall provide legal
support services in conformance with the delivery schedule and
consistent with the budget agreed upon by the parties for those services
timely delivered (the \"Services\").

1.1 If Contractor makes an evaluation or analysis as a prerequisite to a
scheduled delivery, Contractor shall disclose to FDIC Contractor\'s
evaluation and analysis. Contractor shall provide FDIC with such
assistance, expertise, and consultations as the FDIC may require in
connection with the Services. Contractor shall prepare oral and written
reports as well as presentations as required by the FDIC.

1.2 Contractor understands that the FDIC is acting as counsel in
connection with this matter, and that in undertaking this engagement,
Contractor agrees to furnish the services ordered by the FDIC\'s Legal
Division. Upon direction of the FDIC, Contractor will provide to the
FDIC such data and/or reports as the FDIC may require to monitor
Contractor\'s performance for this engagement, without additional
charge.

[LEGAL SUPPORT SERVICE PROVIDER\'S SUPPORTING STAFF]{.underline}

2\. This engagement calls for the professional and personal services of
Contractor as well as additional specifically identified individuals
employed by Contractor who are listed on Schedule A. \[*List in Schedule
A by name the individuals, their professions or specialized activities,
and their rates expected to be utilized for completion of Contractor\'s
activities. These personnel will be separately reimbursed for their
services, if any.*\] Only those personnel listed in Schedule A may
assist Contractor and be paid by FDIC under this engagement. All other
personnel used by Contractor will be included in Contractor\'s overhead.
The personnel used by Contractor in this matter may not be changed
without prior written approval of the FDIC. In addition, temporary
personnel may not be used without written authorization from an
authorized FDIC representative. Contractor agrees to retain all written
authorizations for five years.

[INSPECTION AND ACCEPTANCE OF SERVICES]{.underline}

3\. All services shall be subject to review by the FDIC, to the extent
practicable, before payment. All reviews by the FDIC shall be made in
such a manner as not to unduly delay the work.

3.1 If any services performed hereunder are not in substantial
conformity with the requirements of this Agreement for Legal Support
Services, the FDIC shall have the right to require Contractor to
promptly redo the services in conformity with the requirements of the
Agreement for Legal

Support Services, at no additional cost. When Contractor performs
defective services and the defect is of such a nature that it cannot be
promptly corrected by reduplicating the services, the FDIC shall have at
its option the remedy shown in this paragraph and also the rights listed
in the paragraph \"Termination for Default.\" The Contractor may be
asked to respond within ten days whether it can satisfy FDIC\'s
requirements and whether it will take all necessary steps immediately to
ensure that its future performance of services are in conformity with
the requirements of the Agreement for Legal Support Services. Reduction
in the price paid for the defective services delivered will reflect the
reduced value to the FDIC of the services performed, as established
unilaterally and solely by the FDIC.

[CONTRACTOR\'S COMPENSATION]{.underline}

4\. This is an hourly rate Agreement for Legal Support Services. The
total charges incurred by Contractor shall not exceed the written budget
amount agreed between the parties. That budget is incorporated by
reference in this Agreement for Legal Support Services. Contractor
agrees that it will neither be paid, nor ask for payment, for any time
expended in excess of time or funds identified in the parties\' budget
created prior to work being undertaken. Contractor agrees that its
efforts will be undertaken within the limitations of the budget agreed
between the parties.

4.1 Contractor shall be compensated for its work on an hourly basis,
billed in one-tenth hour increments. The invoices shall detail with
specificity the work undertaken. Each billing entry will identify the
amount of time expended by discrete task. The agreed hourly rate
structure (for each person assigned to work on this matter) is set forth
on the attached Schedule A, which may be amended only with the written
consent of the FDIC. Contractor agrees that it will not engage any party
for efforts under this Agreement unless that subcontracting engagement
has been reduced to writing and has been specifically agreed upon in
writing by the FDIC.

4.2 Contractor agrees that its rates are fully loaded rates, which
include all ordinary business expenses, e.g., overhead expenses:
depreciation, insurance, taxes, etc., and General & Administrative
("G&A") expenses: office expenses, staff salaries, computer time,
secretarial or clerical overtime, charges relating to word processing or
preparation of invoices, etc. Contractor acknowledges that the FDIC will
not pay for any of Contractor\'s discrete or separately itemized
overhead or G&A expenses. Markups made by Contractor on any supplies or
services procured by Contractor are considered additional
non-reimbursable \"overhead\" or G&A expenses. Contractor agrees that
any markups discovered found before or after payment shall constitute a
default by Contractor.

4.3 Compensation shall be limited to payment for work performed at the
specific direction of the FDIC in accordance with a budget as provided
above in this Agreement. All travel must be pre-approved by the FDIC.
Travel time will be billed and compensated at 50% of the applicable
hourly rate, except as provided in the *Legal Support Services Deskbook
(\"LSS Deskbook\")*.

4.4 Invoices shall be submitted on a monthly basis and shall follow such
format as the FDIC shall prescribe*. See*, *LSS Deskbook*. All invoices
must describe in detail the work performed and include a separate
identification of hours expended to complete each task performed. In
addition, Contractor must compile the biller\'s hours expended during
the month with the biller\'s rate listed separately. A summary of rates
and hours must exist for each person who worked on this matter during
the month. Disbursements shall also be billed on a monthly basis in such
format and subject to such restrictions, as FDIC shall prescribe in the
*LSS Deskbook*. Copy charges shall be accountable and when accountable,
billed at a rate not to exceed 8 cents per page unless otherwise
approved by the FDIC.

4.5 The FDIC agrees to process for payment promptly upon receipt all
undisputed invoices submitted by the firm. Contractor agrees that it
shall submit its invoices in proper order (that is, consistent with the
*LSS Deskbook* direction) and with supporting documentation for
expenses.

4.6 Contractor agrees that its invoices, the documentation supporting
charges in the invoices, and all invoices paid under this Agreement by
the FDIC are subject to audit by the FDIC Office of Inspector General,
the United States General Accounting Office, or are subject to a review
amounting to audit by the FDIC Legal Division. Contractor agrees that
disallowed overpayments shall be promptly returned to the FDIC Legal
Division in the amount demanded.

4.7 In order to ensure that Contractor\'s work is handled in a
cost-effective manner and that it is conducted in a manner consistent
with the objectives to be achieved, the Contractor shall not commence
work on any project until a budget and delivery schedule are approved by
the

FDIC and incorporated in this Agreement for Legal Support Services.
Contractor shall assist, without charge to the FDIC, the FDIC in the
development of the plan and budget.

4.8 The Contractor agrees that this Agreement for Legal Support Services
incorporates by reference the provision refer to as the Anti-Kickback
Act of 1986 (41 U.S.C. §§ 51-58).

# INVOICE/PAYMENT BY ELECTRONIC FUNDS TRANSFER (EFT)

5\. Contractor shall submit an original invoice \[ \] upon completion of
the services to the FDIC or \[ \] monthly within ten (10) business days
after the end of the month. \[*Select billing option best suited for
this effort*.\] All invoices shall be sent to the FDIC designated
Information Specialist (IS) and shall include: Contractor's name,
address, telephone number, tax identification number, Agreement for
Legal Support Services number, an itemized and detailed description of
the services performed, and each invoice will bear the signature of an
authorized official of Contractor. The Contractor is required, as a
condition to any payment under this Agreement for Legal Support
Services, to provide the FDIC with the information required to make
payment by Electronic Funds Transfer ("EFT") as described in the
following provision.

5.1 Payments by the FDIC under this Agreement for Legal Support Services
may be made by check or EFT. If the FDIC makes payment by EFT, the FDIC
will also forward the associated payment information by electronic
transfer. The Contractor is required, as a condition to any payment
under this Agreement for Legal Support Services, to provide the FDIC
with the information needed to make payment by EFT. In exceptional
cases, the contractor may request that the FDIC payment office allow
payment by check. In that instance, Contractor must certify to the
payment office that the Contractor does not have an account with a
financial institution or an authorized payment agent. The FDIC will make
payment by EFT through either an Automated Clearing House ("ACH")
subject to the banking laws of the United States or the Federal Reserve
Wire Transfer System at the FDIC\'s option. The Contractor shall provide
the information required on the attached *Vendor Information for
Automatic Deposit of Payment Form* and *Substitute Form W-9* (see,
Schedule B). The Contractor may supply this data for this or multiple
contracts. Until receipt of the correct EFT information, any invoice
shall be deemed not to be a proper invoice.

## TERMINATION FOR CONVENIENCE OF THE FDIC

6\. The FDIC may terminate this Contract, or any task order, in whole or
in part, at any time and in its sole discretion, if the Oversight
Attorney determines that such termination is in the best interests of
the FDIC. The FDIC shall terminate by delivering to Contractor a notice
of termination for the convenience of the FDIC specifying the extent of
termination and the effective date. The notice of termination (that may
contain an immediate stop work order) shall be delivered to Contractor
at least thirty (30) days before the effective date of the termination.
After receipt of the notice, Contractor shall complete performance of
work not terminated and shall take whatever action is necessary for an
orderly and timely discontinuation of the work terminated. Contractor
shall deliver to the FDIC, completed or partially completed, any plans,
drawings, information, data, materials or equipment that, if the
Agreement for Legal Support Services had been completed, would have been
required to be furnished to the FDIC.

[TERMINATION FOR DEFAULT]{.underline}

7\. Time is of the essence in Contractor's performance of its duties
under this Agreement for Legal Support Services, and the FDIC may,
subject to paragraphs 7.2 and 7.3 below, by written notice of default to
Contractor, terminate this Agreement for Legal Support Services in whole
or in part if Contractor fails to \--

\(a\) Deliver the supplies or perform the services within the time
specified in this Agreement for Legal Support Services or any extension;

\(b\) Make progress, so as to endanger performance of this Agreement for
Legal Support Services (but see subparagraph 7.1 below); or

\(c\) Perform any of the other provisions of this Agreement for Legal
Support Services (but see subparagraph 7.2 below).

7.1 The FDIC's right to terminate this Agreement for Legal Support
Services under subdivisions 7(b) and 7(c), above, may be exercised if
Contractor does not cure such failure within ten (10) days (or more if
authorized in writing by the Oversight Attorney) after receipt of the
notice from the Oversight Attorney specifying the failure.

7.2 If the FDIC terminates this Agreement for Legal Support Services in
whole or in part as provided in paragraph 7 of this provision, the FDIC
may acquire, under the terms and in the manner the Oversight Attorney
considers appropriate, supplies or services similar to those terminated,
and Contractor shall be liable to the FDIC for any excess costs for
those supplies or services. However, Contractor shall continue the
performance of the work under this Agreement for Legal Support Services
which has not been terminated.

7.3 Except for defaults of subcontractors at any tier, Contractor shall
not be liable for any excess costs described at paragraph 7.2 above if
the failure to perform this Agreement for Legal Support Services arises
from causes beyond the control and without the fault or negligence of
Contractor.

7.4 If the failure to perform is caused by the default of a
subcontractor at any tier, and if the cause of the default is beyond the
control of both Contractor and the subcontractor, and without the fault
or negligence of either, Contractor shall not be liable for any excess
costs for failure to perform, unless the subcontracted supplies or
services were obtainable from other sources in sufficient time for
Contractor to meet the required delivery schedule.

[NOTICE AND CERTIFICATION OF CLAIMS]{.underline}

8\. Contractor agrees that it will provide written notice to the
Oversight Attorney of any claim it may have against the FDIC arising
under or in connection with this Agreement for Legal Support Services
and that it will refrain from filing suit with respect to any such claim
for a period of sixty (60) days following FDIC's receipt of such notice,
that it will promptly meet with the FDIC after providing such notice in
a good faith effort to resolve the claim and that the written notice of
the claim shall be accompanied by a certificate signed by an officer or
general partner or senior official of Contractor that: (a) The claim is
made in good faith; (b) Supporting data are accurate and complete to the
best of Contractor's knowledge and belief; and (c) The amount requested
accurately reflects the contract adjustment for which Contractor
believes the FDIC is liable. This clause is implemented on contract
execution for post award relief and survives contract termination.

[CONFIDENTIALITY]{.underline}

9\. All communications between Contractor and the FDIC shall be
confidential and made solely for the purposes of assisting the FDIC in
pursuing claims on behalf of the failed financial institutions in this
matter. Contractor shall not disclose to any other person or entity,
without the advance written permission of FDIC, the nature or content of
any oral or written communication, any information gained from the
inspection of any record or document, or any other information coming
into Contractor\'s possession as a result of this engagement. All
workpapers, records, or other documents, including copies, regardless of
their nature, format or the source from which they emanate, shall be
held by Contractor solely for the FDIC\'s convenience and subject to the
FDIC\'s unqualified right to instruct Contractor with respect to
possession and control of such materials.

[WorkpaperS and document ownership \-- assignment of rights]{.underline}

10\. Workpapers and other documents prepared by the Contractor or under
Contractor\'s direction belong to the FDIC. The FDIC and the Contractor
agree that the Contractor\'s workpapers and all other documents created
under this agreement shall be \"works made for hire.\" Contractor agrees
and assigns to the FDIC, by execution of this agreement, all rights and
title it has or may have in the works made for hire (workpapers and
documents) created under this agreement. The assignment of rights to
FDIC includes, but is not limited to, all copyright interest in the
workpapers and other documents created under this agreement.

[CONFLICTS OF INTEREST]{.underline}

11\. Contractor agrees to observe the regulations set forth at 12 C.F.R.
Part 366.

[TERMS AND CONDITIONS INCORPORATED BY REFERENCE]{.underline}

12\. Contractor agrees to be bound by the policies, requirements,
practices, and procedures set forth in the *LSS Deskbook* previously
provided to it. The terms and conditions in those documents, as from
time to time amended, modified or changed, are incorporated herein by
reference. However, provisions in this Agreement have priority in
interpretation over contrary provisions asserted in the *LSS Deskbook*,
in which case the provision in this Agreement shall be binding.

12.1 This Agreement and all agreements and documents contemplated or
stated to be incorporated herein constitute one Agreement and are
interdependent upon each other in all respects.

12.2 All exhibits and schedules attached hereto are incorporated by
reference and are made part of this Agreement for all purposes as if
fully set forth herein.

[Warranties, Representations, and Certifications]{.underline}

13\. Contractor warrants that it currently possesses all necessary
licenses, permits, and approvals required in the applicable
jurisdictions to perform this Agreement for Legal Support Services and
has the authority to enter into this Agreement for Legal Support
Services.

13.1 Contractor represents, warrants, and covenants that: (i) Contractor
has no conflict with the interests of the FDIC or the former Resolution
Trust Corporation that has not been disclosed in writing to the FDIC;
(ii) Contractor will advise us immediately of all conflicts that develop
in the future; (iii) each person in your firm who provides services to
the FDIC has reviewed, understands, and agrees to act strictly in
compliance with all provisions, requirements, and policies (including
statutory and regulatory provisions) identified in the *LSS Deskbook*.

13.2 Contractor agrees that the FDIC may ask that additional warranties,
representations, and certifications be executed by Contractor and
incorporated by reference into this document. In the event Contractor
executes those additional warranties, representations, and
certifications that executed document may be incorporated into this
Agreement by reference.

[BYRD AMENDMENT]{.underline}

14\. Contractor agrees to comply with the provisions of 31 U.S.C. §1352
(The Byrd Amendment) and the implementing regulations at 24 CFR Part 87.
Contractor agrees that it will complete either the attached
Certification or the Disclosure Form, as applicable.

[INSURANCE AND BONDS]{.underline}

15\. Contractor shall maintain at all times during the period of
performance of this Agreement for Legal Support Services, at its own
expense, insurance, such as comprehensive, liability, and worker\'s
compensation, as may be necessary to protect the interests of the FDIC
and Contractor. If this Agreement for Legal Support Services requires
Contractor or its agent(s) to handle FDIC funds, Contractor shall
maintain reasonable coverage under a fidelity bond to cover potential
losses to the FDIC. Proof of insurance shall be in the form of a binder
or policy and shall be provided by Contractor upon request of the
Oversight Attorney.

[DURATION OF THE AGREEMENT]{.underline}

16\. This Agreement shall remain in effect for from *\[Insert the
effective date\]* subject, however, to earlier termination by the FDIC.
Upon termination, Contractor agrees to forward upon demand of the FDIC
all files and documents concerning this engagement, including all work
product of the firm and Contractor shall not retain any material without
the written consent of the FDIC.

16.1 The Agreement may be extended on its existing terms by mutual
agreement of the parties as shown from the party\'s intent to continue
work or by written consent of the FDIC.

[NOTICES]{.underline}

17\. All notices to the parties pursuant to this Agreement shall be sent
by certified or registered mail or delivered by commercial courier to
the address indicted below:

> FDIC: \[*[Insert the name of the responsible FDIC Individual who
> should receive pertinent notices regarding Agreement for Legal Support
> Services matters.]{.underline}*\]

Federal Deposit Insurance Corporation

550 17th Street, NW

Washington, DC 20429

Federal Deposit Insurance Corporation

1910 Pacific Avenue

Dallas, Texas 75201

> LEGAL SUPPORT SERVICE PROVIDER: \[*[Insert the name of the responsible
> individual who should receive pertinent notices regarding Agreement
> for Legal Support Services matters. In addition, insert the
> individual\'s address, business telephone, pager, and e-mail
> address.]{.underline}*\]

[COUNTERPARTS]{.underline}

18\. This Agreement may be executed in any number of counterparts, each
of which shall

be deemed an original but all of which shall constitute one and the same
instrument.

[HEADINGS]{.underline}

19\. Headings in this Agreement are for convenience of the parties only,
and shall be

given no substantive effect whatsoever.

[ASSIGNABILITY]{.underline}

20\. Contractor agrees that this Agreement cannot be assigned to any
other party without written

consent of the FDIC.

[GOVERNING LAW]{.underline}

21\. This Agreement for Legal Support Services shall be governed by and
construed in accordance with all applicable Federal laws and regulations
and, to the extent applicable, the laws of the State or District in
which the FDIC office executing this Agreement for Legal Support
Services is located.

**The foregoing Agreement for Legal Support Services is accepted and
agreed by the parties authorized to execute this document.**

**LEGAL SUPPORT SERVICE PROVIDER (\"Contractor\")**:

By:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Date: Name Name Typed or Printed & Signed

**Federal Deposit Insurance Corporation**

By: Date:

Name Typed or Printed & Signed

(Schedules and Miscellaneous Documents Incorporated by Reference follow
this page.)

SCHEDULE &

MISCELLANEOUS DOCUMENTS INCORPORATED BY REFERENCE

[Schedules:]{.underline}

Schedule A: Listing of Contractor\'s Personnel and Professional Staff
Reimbursed on an Hourly Basis under the Agreement

Schedule B: Vendor Information for Automatic Deposit of Payment Form and
Substitute Form W-9

[Miscellaneous Documents Incorporated by Reference:]{.underline}

Budget

Delivery Schedule

Legal Support Services Deskbook

12 CFR Part 366

FDIC Eligibility Representations and Certifications (FDIC 3700/12
(10/00))

Byrd Amendment forms