**LEGAL SERVICES AGREEMENT**

  ------------------------------------ --- ----------------- -------------
                                           Federal Tax ID         
                                           Number            

                                                             

                                                             
  ------------------------------------ --- ----------------- -------------

This **Legal Services Agreement** between your firm and the Legal
Division of the Federal Deposit Insurance Corporation (FDIC) in all
capacities governs all legal services rendered to the FDIC. This is not
a referral or engagement for legal services. Referrals are made pursuant
to this agreement by Legal Division attorneys with delegated authority
and may be accompanied by supplemental requests or instructions.

Our relationship also will be governed by and subject to the policies,
requirements, practices and procedures set forth in the FDIC\'s
\"Outside Counsel Deskbook\" previously provided to you and incorporated
herein by reference, as from time to time amended (the \"Deskbook\").
You represent, warrant and covenant that (i) your firm 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) you
will advise us immediately of all conflicts that develop in the future;
(iii) each of the attorneys and paraprofessionals 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 Deskbook; and (iv) all information submitted in connection with your
registration with the Legal Division is and remains accurate and
complete, and that you will advise us promptly in writing of all changes
affecting such submission.

Your firm agrees to provide legal services in accordance with the fee or
hourly rate structure (for each attorney and paraprofessional assigned
to work on FDIC matters) set forth on the attached schedule(s), which
may be amended only by written consent of the Legal Division. We agree
to process for payment all undisputed invoices submitted by the firm in
proper order promptly upon receipt. Absent extraordinary circumstances,
the FDIC will not pay invoices submitted over one year from the date
that services are rendered.

In addition, your firm agrees to provide and/or participate in training,
seminars or other presentations in your firm's areas of expertise, as
needed, for the benefit of the FDIC Legal Division. Your firm further
agrees that the FDIC will reimburse for out-of-pocket expenses only with
regard to these activities.

This agreement shall remain in effect for two years from the effective
date set forth below subject, however, to earlier termination by the
Legal Division without cause or advance notice. In the event your firm
is providing services under any referrals as of the expiration date of
this agreement, this agreement shall continue for the sole purpose of
completing such referrals under these same terms and conditions until
the earliest date: (i) all such referrals are completed; (ii) your firm
and the FDIC execute a new Legal Services Agreement; or (iii) the FDIC
exercises its right to terminate this agreement. Upon termination, you
agree to comply with the provisions set forth in the Deskbook and to
forward upon demand of the Legal Division all files and documents
concerning all FDIC engagements, including all work products of your
firm.

All notices to you pursuant to this agreement shall be sent to the
address indicated above, and all notices to the Legal Division shall be
sent to the Legal Division, Federal Deposit Insurance Corporation,

Attn: Legal Services Group, at VS-E-6066, 550 17^th^ Street, NW,
Washington, DC 20429-9990.

**ACCEPTED AND AGREED** Effective Date      

     

> (Type Name of Firm)

           

(Authorized Signature) (Authorized Legal Division Signature)

           

> (Type Name and Title) (Type Name and Title)