**Exhibit10.26**

 

 

AGREEMENT

 

between

 

FISERV SOLUTIONS,INC.

Pittsburgh Center

912 Fort DuquesneBoulevard

Pittsburgh, PA15222

 

and

 

CompassBank

One Compass Place

New Bedford, MA02740

 

 

July 24 2002

 

 

Proprietary andConfidential

 

 

 

 

**[***]** = Omittedinformation is filed separately with the Securities and Exchange Commissionpursuant to a confidential treatment request.

 

----

 

AGREEMENTdated as of July 24, 2002 (“Agreement”) between Fiserv Solutions, Inc., aWisconsin corporation d/b/a Fiserv, at its Pittsburgh Center with an address of912 Fort Duquesne Boulevard, Pittsburgh, PA 15222 (“Fiserv”), and CompassBank,at its principal address of One Compass Place, New Bedford, MA  02740 (“Client”).

 

Fiserv and Client hereby agree as follows:

 

1.                                       Term.  The term of this Agreement shall be **[***]** years.  Notice of non-renewal shall be provided by either party at least360 days (Notice Date) prior to expiration of the term. Fiserv will notifyClient prior to 360 days of the impending Notice Date.  This Agreement shall commence on the day theFiserv Services (as hereinafter defined) are first used by Client.

 

2.                                       Services.

 

(a)                                  ServicesGenerally.  Fiserv, itself andthrough its affiliates, agrees to provide Client, and Client agrees to obtainfrom Fiserv the services (“Services”) and products (“Products”) (collectively“Fiserv Services”) described in the attached Exhibits and that are marked withan “X” below:

 
| ý | Exhibit A - Account Processing Services      |
|--------|----------------------------------------------|
| o      | Exhibit B - Item Processing Services         |
| o      | Exhibit C - EFT Services                     |
| ý | Exhibit D - Mortgage Processing Services     |
| ý | Exhibit E - Equipment and Telecommunications |
| ý | Exhibit F - Software Products                |
| ý | Exhibit G - Custom Development               |
| ý | Exhibit H - Remote Banking Services          |
| o      | Exhibit I - Additional Fiserv Services       |

 

The Exhibits set forth specific terms and conditionsapplicable to the Services and/or Products, and where applicable, the Fiservaffiliate performing the Services and/or Products.  Only Exhibits marked with an “X” shall be provided with thisAgreement.  Client may select additionallisted Fiserv Services not marked with an “X” above by executing with Fiserv anadditional appropriate Exhibit.  Clientmay also select additional services (“Additional Services”) and products(“Additional Products”) (collectively “Additional Fiserv Services”) not listedabove from time to time by completing with Fiserv an Exhibit I-n to thisAgreement.

 

(b)                                 ConversionServices.  Upon mutual agreement bythe parties and upon payment of a Conversion Services fee as quoted by Fiserv,Fiserv will convert applicable Client data files to the Fiserv Services.  Those activities designed to transfer theprocessing of Client’s data from its present servicer to the Fiserv Servicesare referred to as “Conversion Services”. Client agrees to cooperate with Fiserv in connection with Fiserv’sprovision of Conversion Services and to provide all necessary information andassistance in order to convert the Client data files.

 

(c)                                  TrainingServices.  Fiserv shall providetraining, training aids, user manuals, and other documentation for Client’s useto enable Client personnel to become familiar with the Fiserv Services.  If requested by Client, classroom trainingin the use and operation of the Fiserv Services will be provided at a trainingfacility designated by Fiserv.  StandardFiserv training relative to Conversion Services shall be included in theConversion Services fee.  All othertraining fees shall be quoted by Fiserv. All such training aids and manuals remain the property of Fiserv.

 

(d)                                 NetworkSupport Services.  At Client’srequest, Fiserv shall provide Network Support Services (“Network SupportServices”) consisting of design, installation coordination, continuousproactive communication line monitoring and diagnostic systems, and supportpersonnel to discover, diagnose, repair, or report line problems to theappropriate telephone company.

 

2

----

 

3.             Fees for FiservServices.

 

(a)                                  General.  Client agrees to pay Fiserv the fees for theFiserv Services specified in the Exhibits. Fiserv shall not increase the fees presented in Exhibit A and identifiedas Variable “V” for the term of the Agreement. Upon prior notification to Client, Fiserv may increase its fixed fees inexcess of amounts listed in the Exhibits in the event that Fiserv implementsmajor system enhancements to comply with changes in law, government regulation,or industry practices.  The cost of theenhancement will be recovered through a proportional increase in fixed feesacross the Fiserv client base. Processing fees shall be those host processing based fees for Servicesspecifically excluding, but not limited to, out-of-pocket, pass-through,software licensing and equipment sale fees. Unless expressly provided to the contrary in this Agreement, any feesherein do not include reasonable out-of-pocket expenses for any service orproduct requested by and provided to the Client.

 

(b)                                 CPIAdjustment.  Except as otherwisespecified herein or in Exhibit A, Fiserv reserves the right to increase fees bythe annual change in the U.S. Department of Labor Consumer Price Index(Consumer Price Index for All Urban Consumers (CPI-U): U. S. CityAverage).  Fiserv shall use the changein the published index for the previous twelve months to compute the percentageincrease in computing the fee for the next twelve months.  The increase will not exceed **[***]** or the actual percentage increase inthe CPI, whichever is less.

 

(c)                                  AdditionalCharges.  Fees for pass-throughexpenses, such as telephone, microfiche, courier, and other similar chargesincurred by Fiserv on Client’s behalf shall be billed to Client at cost plusthe applicable Fiserv service fee, such fee shall not exceed **[***]**. Fiserv shall charge a Service fee only with mutual agreement ofClient.  Such pass-through expenses maybe changed from time to time upon notification of a fee change from avendor/provider.

 

(d)                                 Taxes.  Fiserv shall add to each invoice, and Clientshall pay, any sales, use, excise, value added, and other taxes and dutieshowever designated that are levied by any taxing authority relating to theFiserv Services.  All such taxescollected by Fiserv shall be promptly remitted to the appropriate taxingauthorities. In the event that Client wishes to challenge the applicability ofany such tax or seek an abatement or rebate of amounts previously paid, Fiservshall furnish Client with such assistance as Client may reasonablyrequest.”   In no event shall Client beresponsible for taxes based upon the net income of Fiserv.

 

(e)                                  Exclusions.  The charges and fees set forth in theExhibits do not include, and Client shall be responsible for, furnishingtransportation or transmission of information between the Fiserv data center,Client’s site or sites, and any applicable clearing house, regulatory agency,or Federal Reserve Bank.

 

(f)                                    NetworkSupport Services.  Network SupportServices shall be rendered from Fiserv premises.  Off-premise support will be provided upon Client’s request on anas available basis at the then-current Fiserv time and materials rates, plusreasonable travel and living expenses.

 

(g)                                 PaymentTerms.  Fees for Fiserv Services aredue and payable via ACH draft.  Theinvoice shall be mailed by the 10th day of each month to be receivedby Client no later than the 15th day of each month and will contain:

 

(i)                                     allfixed fees for the current month applicable to each Service and/or Product;

 

(ii)                                  allother fees calculable up to the date of invoice; and

 

(iii)                               salesor other taxes thereon.

 

On the last business day prior to the end of eachmonth, Fiserv shall initiate a draft from a demand deposit account designatedby Client in the total amount due on all Fiserv invoices to Client producedthat month.  Client shall have 60 daysfrom the date of invoice to notify Fiserv of a disputed amount, and Fiservshall have 30 days from receipt of such notification to provide aresponse.  In the event that the partiesultimately agree that a credit is due to Client, such credit shall also includepayment of interest to Client, at the then current prime interest rate, for theperiod between the date of the credit and the date the amount was originallydebited.  In the event that there is **[***]** (i.e., a billing error of more than **[***]** of the invoiced amount) and sucherror is identified before the last business day of the month, Client shallnotify Fiserv of the error and **[***]**claimed to be invoiced in error.

 

4.             Access to FiservServices.

 

(a)                                  Procedures.  Client agrees to comply with any regulatoryrequirements applicable to Client and with reasonable operating and accessprocedures for use of the Services established by Fiserv and furnished fromtime to time to Client.

 

3

----

 

(b)                                 Changes.  Fiserv continually reviews and modifies theFiserv systems used in the delivery of the Services (“Fiserv System”) toimprove service and to assist the Client with its compliance with governmentregulations, if any, applicable to the data and information utilized inproviding Services.  Fiserv reserves theright to make changes in the Services, including but not limited to operatingprocedures, type of equipment or software resident at, and the location ofFiserv’s service center(s).  Fiserv willnotify Client of any material change that affects Client’s normal operatingprocedures, reporting, or service costs prior to implementation of such changeat least 60 days prior to any such change.

 

(c)                                  CommunicationsLines and Related Equipment.  Fiservshall order, on Client’s behalf, the installation of appropriate data communicationlines and communications equipment at the Fiserv data center to facilitateClient’s access to the Fiserv Services. Client understands and agrees to pay such charges relating to theinstallation and use of data communications lines and communicationsequipment.  Except to the extent Fiservshall provide Network Support Services to Client, Fiserv shall not beresponsible for the reliability or continued availability of the telephonelines and/or communications equipment used to access the Fiserv Services.

 

(d)                                 ComputerTerminals and Related Equipment. Client shall obtain for its locations sufficient computer terminals andother equipment, approved by Fiserv and compatible with the Fiserv Services, totransmit and receive data between Client’s locations and the Fiserv datacenter.  Fiserv and Client may mutuallyagree to change the type of computer terminal and equipment used by Client.

 

5.             ClientObligations.

 

(a)                                  Input.  Client shall be solely responsible for theinput, transmission, or delivery to and from Fiserv of all information and datarequired by Fiserv to perform the Services unless Client has retained Fiserv tohandle such responsibilities.  The datashall be provided in a format and manner approved by Fiserv.  Client will provide at its own expense orprocure from Fiserv all equipment, computer software, communication lines, andinterface devices required to access the Fiserv System.  If Client has elected to provide such itemsitself, Fiserv reserves the right to charge Client its standard fee forcertification of such items resulting from such election if they are notalready certified as compatible with the Fiserv System.

 

(b)                                 ClientPersonnel.  Client shall designateappropriate Client personnel for training in the use of the Fiserv System,shall supply Fiserv with reasonable access to Client’s site during normalbusiness hours for Conversion Services. Fiserv and Client personnel shall cooperate in their performance ofServices, including Conversion Services.

 

(c)                                  Useof Fiserv System.  Client shall (i)comply with any operating instructions on the use of the Fiserv System providedby Fiserv, (ii) review all reports furnished by Fiserv for accuracy, and (iii)work with Fiserv to reconcile any out of balance conditions.  Client shall determine and be responsiblefor the authenticity and accuracy of all information and data submitted toFiserv.

 

(d)                                 Forms,Supplies, Etc.  Client shallfurnish, or, if Fiserv agrees to so furnish, reimburse Fiserv for, any specialforms or supplies applicable to the provision of Services.

 

(e)                                  UponTermination or Expiration of Agreement. In the event that Client requests Fiserv to retain Client files uponexpiration or termination of this Agreement, Client shall be responsible to paythe fees due under this Agreement until Fiserv has received written notice todelete Client’s files from Fiserv’s host. This provision shall survive the termination or expiration of thisAgreement for any reason.

 

6.             Ownership andConfidentiality.

 

(a)                                  Definition.

 

(i)                                     ClientInformation.  “Client Information”means:  (A) confidential plans, customerlists, information, and other proprietary material of Client that is markedwith a restrictive legend, or if not so marked with such legend or is disclosedorally, is identified as confidential at the time of disclosure (and writtenconfirmation thereof is promptly provided to Fiserv); and (B) any informationand data concerning the business and financial records of Client’s customersprepared by or for Fiserv, or accessed or used in any way by Fiserv inconnection with the provision of Fiserv Services (whether or not any suchinformation is marked with a restrictive legend).

 

(ii)                                  FiservInformation. “Fiserv Information” means: (A) confidential plans, information, research, development, tradesecrets, business affairs (including that of any Fiserv client, supplier, oraffiliate), and other proprietary material of Fiserv that is marked with arestrictive legend, or if not so marked with such legend or is disclosedorally, is identified as confidential at the time of disclosure (and writtenconfirmation thereof is promptly provided to Client); and (B) Fiserv’sproprietary computer programs,

 

4

----

 

including custom software modifications,  and all data, code, techniques, algorithms,methods, logic, architecture, and designs embodied or incorporated therein(whether or not any such information is marked with a restrictive legend).  Fiserv software documentation and trainingaids marked with a restrictive legend shall be considered as Fiserv Informationwithin the context of this Section 6.

 

(iii)                               Information.  “Information” means Client Information andFiserv Information.  No obligation ofconfidentiality applies to any Information that the receiving party(“Recipient”) (A) already possesses without obligation of confidentiality; (B)develops independently; or (C) rightfully receives without obligation ofconfidentiality from a third party.  Noobligation of confidentiality applies to any Information that is, or becomes,publicly available without breach of this Agreement.

 

(b)                                 Obligations.  Recipient agrees to hold as confidential allInformation it receives from the disclosing party (“Discloser”).  All Information shall remain the property ofDiscloser or its suppliers and licensors. Information will be returned to Discloser at the termination orexpiration of this Agreement.  Fiservspecifically agrees that it will not use any nonpublic personal informationabout Client’s customers in any manner prohibited by Title V of theGramm-Leach-Bliley Act.  Recipient willuse the same care and discretion to avoid disclosure of Information as it useswith its own similar information that it does not wish disclosed, but in noevent less than a reasonable standard of care. Recipient may disclose Information to (i) employees and employees ofaffiliates who have a need to know; and (ii) any other party, includingcontractors and employees of those contractors who have a need to know, withprovided Recipient has received an executed non-disclosure agreement coveringsuch party.  Before disclosure to any ofthe above parties, Recipient will have a written agreement with such partysufficient to require that party to treat Information in accordance with thisAgreement.  Recipient may discloseInformation to the extent required by law. However, Recipient agrees to give Discloser prompt notice so that it mayseek a protective order.  The provisionsof this sub-section survive any termination or expiration of this Agreement.

 

(c)                                  Residuals.  Nothing contained in this Agreement shallrestrict Recipient from the use of any ideas, concepts, know-how, or techniquescontained in Information that are related to Recipient’s business activities(“Residuals”), provided that in so doing, Recipient does not breach itsobligations under this Section. However, this does not give Recipient the right to disclose theResiduals except as set forth elsewhere in this Agreement.

 

(d)                                 FiservSystem.  The Fiserv System containsinformation and computer software that is proprietary and confidentialinformation of Fiserv, its suppliers, and licensors.  Client agrees not to attempt to circumvent the devices employedby Fiserv to prevent unauthorized access to the Fiserv System, including, butnot limited to, alterations, decompiling, disassembling, modifications, andreverse engineering thereof.

 

(e)                                  InformationSecurity.  Fiserv shall implementand maintain appropriate measures designed to meet the objectives and guidelineestablishing standards for safeguarding non-public Client customer informationas adopted by any federal regulatory agencies having jurisdiction over Client’saffairs.

 

(f)                                    Confidentialityof this Agreement.  Fiserv andClient agree to keep confidential the prices, terms and conditions of thisAgreement, without disclosure to third parties, except,  for disclosures as to which Client requestsand receives prior written consent from Fiserv.

 

7.             RegulatoryAgencies, Regulations and Legal Requirements.

 

(a)                                  ClientFiles.  The records maintained andproduced for Client in the performance of this Agreement (“Client Files”) maybe subject to examination by such Federal, State, or other governmentalregulatory agencies as may have jurisdiction over the Client’s business to thesame extent as such records would be subject if they were maintained by Clienton its own premises.  Client agrees thatFiserv is authorized to give, and Fiserv agrees to provide, all reports,summaries, or information contained in or derived from the data in the possessionof Fiserv relating to Client when formally requested to do so by an authorizedregulatory or government agency.

 

(b)                                 FiservCompliance with Regulatory Requirements. Fiserv shall maintain the Fiserv Services and make all necessary changesto the Fiserv System and Fiserv Services to comply with all applicable federal,state, and local regulations that relate to the Fiserv Services (the“Applicable Laws”).  Client agrees tonotify Fiserv of changes in the Applicable Laws of which Client is aware.  Fiserv shall not charge Client for any worknecessary to comply with any federal Applicable Law, but may charge Client **[***]** of any costs to comply with state orlocal Applicable Laws divided among any other Fiserv clients requesting suchwork.  Fiserv may request Clientassistance regarding state and local Applicable Law interpretation andassociated Fiserv Systems and Services change design and/or testing from timeto time.  Such assistance shall beprovided by Client without charge to Fiserv.

 

5

----

 

(c)                                  ClientCompliance with Regulatory Requirements. Client agrees to comply with applicable regulatory and legalrequirements including without limitation:

 

(i)                                     submittinga copy of this Agreement to the appropriate regulatory agencies prior to thedate Services commence;

 

(ii)                                  providingadequate notice to the appropriate regulatory agencies of the termination ofthis Agreement or any material changes in Services;

 

(iii)                               retainingrecords of its accounts as required by regulatory authorities;

 

(iv)                              obtainingand maintaining, at its own expense, any Fidelity Bond required by anyregulatory or governmental agency; and

 

(v)                                 maintaining,at its own expense, such casualty and business interruption insurance coveragefor loss of records from fire, disaster, or other causes, and taking suchprecautions regarding the same, as may be required by regulatory authorities.

 

8.             Warranties.

 

(a)                                  FiservWarranties.  Fiserv represents andwarrants that:

 

(i)                                     (A)Fiserv will perform Client’s work accurately provided that Client suppliesaccurate data and follows the procedures described in all Fiserv documentation,notices, and advices which Fiserv has delivered to Client; and (B) Fiservpersonnel will exercise due care in the provision of Services.  In the event of a processing orcomputational error caused by any Fiserv personnel, systems, or equipment,Fiserv shall correct the error and/or reprocess the affected report at noadditional cost to Client and Client’s exclusive remedy for such error shall berecomputation of affected accounts or items. Client agrees to supply Fiserv with a written request for correction ofthe error within 7 days after Client’s receipt of the work containing the error.  Work reprocessed due to errors in datasupplied by Client, on Client’s behalf by a third party, or by Client’s failureto follow procedures set forth by Fiserv and provided to Client shall be billedto Client at the then current Fiserv time and material rates.

 

(ii)                                  Itowns or has a license to furnish all equipment or software comprising theFiserv System.  Fiserv shall indemnifyClient and hold it harmless against any claim or action that alleges that theuse of the Fiserv System infringes any patent, copyright, or other proprietaryright of a third party enforceable in the United States.  Client agrees to notify Fiserv promptly ofany such claim and grants to Fiserv the sole right to control the defense anddisposition of all such claims.  Clientshall provide Fiserv with reasonable cooperation and assistance in the defenseof any such claim.

 

THE WARRANTIES STATED ABOVE ARE LIMITED WARRANTIES ANDARE THE ONLY WARRANTIES MADE BY FISERV. FISERV DOES NOT MAKE, AND CLIENT HEREBY EXPRESSLY WAIVES, ALL OTHERWARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR APARTICULAR PURPOSE.  THE STATED EXPRESSWARRANTIES ARE IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF FISERV FOR DAMAGESARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OFFISERV SERVICES.

 

(b)                                 ClientWarranties.  Client represents andwarrants that: (A) no contractual obligations exist that would prevent Clientfrom entering into this Agreement; (B) it has complied, or prior tocommencement of services hereunder will comply, with all applicable regulatoryrequirements; and (C) it has requisite authority to execute, deliver, andperform this Agreement.  Client shallindemnify and hold harmless Fiserv, its officers, directors, employees, andaffiliates against any claims or actions arising out of (1) the use by Clientof the Fiserv System in a manner other than that provided in this Agreement orin the operating instructions supplied by Fiserv to Client and (2) any and allclaims by third parties through Client arising out of the performance andnon-performance of services by Fiserv, provided that the indemnitylisted in clause (2) hereof shall not preclude Client’s recovery of directdamages pursuant to the terms and subject to the limitations of this Agreement.

 

9.             Limitation ofLiability.

 

(a)                                  General.  IN NO EVENT SHALL FISERV BE LIABLE FOR LOSSOF GOODWILL, OR FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGESARISING FROM CLIENT’S USE OF FISERV’S SERVICES, OR FISERV’S SUPPLY OF EQUIPMENTOR SOFTWARE, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT OR INCONTRACT.  CLIENT MAY NOT ASSERT ANYCLAIM AGAINST FISERV MORE THAN 2 YEARS AFTER SUCH CLAIM ACCRUED.  EXCEPT AS RELATES TO FISERV’S OBLIGATIONSUNDER SECTIONS 6 OR 8(a)(ii), FISERV’S AGGREGATE LIABILITY FOR ANY AND ALLCAUSES OF ACTION RELATING TO SERVICES SHALL BE LIMITED TO THE PROCESSING FEESPAID BY CLIENT TO FISERV FOR THE SERVICES RESULTING IN SUCH LIABILITY IN THE **[***]**

 

6

----

 

MONTH PERIOD PRECEDING THE DATE THE CLAIMACCRUED.  EXCEPT AS RELATES TO FISERV’SOBLIGATIONS UNDER SECTIONS 6 OR 8(a)(ii), FISERV’S AGGREGATE LIABILITY FOR ADEFAULT RELATING TO EQUIPMENT OR SOFTWARE SHALL BE LIMITED TO THE AMOUNT PAIDFOR THE EQUIPMENT OR SOFTWARE.

 

(b)                                 LostRecords. If Client’s records or other data submitted for processing arelost or damaged as a result of any failure by Fiserv, its employees, or agentsto exercise reasonable care to prevent such loss or damage, Fiserv’s liabilityon account of such loss or damages shall not exceed the reasonable cost ofreproducing such records or data from exact duplicates thereof in Client’spossession.

 

10.           Disaster Recovery.

 

(a)                                  General.  Fiserv maintains a disaster recovery serviceplan (“Disaster Recovery Plan”) for each Service provided by Fiserv.  A “Disaster” shall mean any unplannedinterruption of the operations of or inaccessibility to the Fiserv data centerin which Fiserv, using reasonable judgment, requires relocation of processingto a primary recovery location.  Fiservshall notify Client as soon as possible after it deems a service outage to be aDisaster.  Fiserv shall move theprocessing of Client’s standard on-line services to a primary recovery locationas expeditiously as possible and shall coordinate the cut-over to back-uptelecommunication facilities with the appropriate carriers.  Client shall maintain adequate records ofall transactions during the period of service interruption and shall havepersonnel available to assist Fiserv in implementing the switchover to theprimary recovery location.  During aDisaster, optional or on-request services shall be provided by Fiserv only tothe extent adequate capacity exists at the primary recovery location and onlyafter stabilizing the provision of base on-line services.  Fiserv has established a priority list forrecovery of applications after a disaster. Fiserv shall use its best efforts to recover the following applicationswithin **[***]**:  Inquiry, CICS (CICS is a family of applicationservers and connectors that provides industrial-strength, online transactionmanagement and connectivity for mission-critical applications),Central Reference File, Presentment System, Demand Deposits, ACH, Balance File,Retail Loans, Mortgage Banking System, Branch Automation, ATM, Remote JobEntry, Telephone Banking, and Overnight Investment.  Fiserv shall use its best efforts to recover the followingapplications within **[***]**:  Time Deposits, Customer Reporting System,and Commercial Loans.  Fiserv shall useits best efforts to recover the following applications within **[***]**: General Ledger, Ledger Application Reconcilement, Online Collections,Account Reconcilement, Report Distributor, InformEnt, and Internet Banking ifClient uses the Fiserv Internet Banking Disaster Recovery Program.

 

(b)                                 DataCommunications.  Fiserv shall workwith Client to establish a plan for alternative data communications in theevent of a Disaster.  Client shall beresponsible for the costs of these alternative data communications.

 

(c)                                  DisasterRecovery Test.  Fiserv shall testits Disaster Recovery Plan annually. Client agrees to participate in and assist Fiserv with such test, ifrequested by Fiserv.  Test results willbe made available to Client’s management, regulators, internal and externalauditors, and Client’s insurance underwriters, upon request.

 

(d)                                 ClientPlans.  Fiserv agrees to release theinformation necessary to allow Client to develop a disaster contingency planthat operates in concert with the Disaster Recovery Plan.

 

(e)                                  NoWarranty.  Client understands andagrees that the Disaster Recovery Plan is designed to minimize, but noteliminate, risks associated with a Disaster affecting the Fiserv data centersupplying the Services.  Fiserv does notwarrant that service will be uninterrupted or error free in the event of aDisaster; no performance standards shall be applicable for the duration of aDisaster.  Client maintainsresponsibility for adopting a disaster recovery plan relating to disastersaffecting Client’s facilities and for securing business interruption insuranceor other insurance as necessary for Client’s protection.

 

(f)                                    Termination.  In the event a Disaster has occurred andcontinues for a period in excess of **[***]**,and Fiserv fails to meet any of  theService Level Commitments identified in Exhibit A-2 for **[***]** at a level that materially affectsClient’s operations, Client may terminate this Agreement without fee or chargeof any kind (other than Fiserv’s reasonable charges for deconversion) bywritten notice given during the continuation of the Disaster.

 

11.           Termination.

 

(a)                                  MaterialBreach.  Except as providedelsewhere in this Section 11, either party may terminate this Agreement in theevent of a material breach by the other party not cured within **[***]** following written notice stating,with particularity and in reasonable detail, the nature of the claimed breach.

 

(b)                                 Failureto Pay.  In the event any invoiceremains unpaid by Client **[***]**after its due date, or Client has deconverted any of its data from the FiservSystem without prior written consent from Fiserv, Fiserv, at its

 

7

----

 

sole option, may terminate this Agreement and/orsuspend Client’s access to and use of the Fiserv Services.  Any invoice submitted by Fiserv shall bedeemed correct unless Client provides written notice to Fiserv within 60 daysof the invoice date specifying the nature of the disagreement.

 

(c)                                  Remedies.  Remedies contained in this Section 11 arecumulative and are in addition to the other rights and remedies available toFiserv under this Agreement, by law or otherwise.

 

(d)                                 Defaults.  If either party:

 

(i)                                     defaults  the payment of any sum of money due andfails to cure such breach in accordance with paragraph (b) of this section, ifapplicable;

 

(ii)                                  breachesthis Agreement in any material respect or otherwise defaults in any materialrespect in the performance of any obligations and fails to cure such breach inaccordance with paragraph (a) of this section; or

 

(iii)                               commitsan act of bankruptcy or becomes the subject of any proceeding under theBankruptcy Code or becomes insolvent or if any substantial part of the party’sproperty becomes subject to any levy, seizure, assignment, application, or salefor or by any creditor or governmental agency;

 

then, in any such event, the other party may, uponwritten notice, terminate this Agreement. If termination is by Fiserv, then Fiserv shall be entitled to recoverfrom Client as liquidated damages an amount equal to **[***]** and Fiserv **[***]**remaining to be made hereunder for the remaining term of this Agreement. Eachparty agrees to reimburse the other for any expenses the other may incur,including reasonable attorneys’ fees, in taking any of the foregoing actions.

 

(e)                                  Merger.  In the event of a sale of Client (assets orstock or merger between Client and another organization in which (A) Client isnot the surviving organization or becomes a subsidiary of an existing bankholding company and (B) Client shall convert from the Fiserv Services directlyto the surviving organization, Fiserv will allow an early termination of thisAgreement upon the following terms and conditions:

 

(i)                                     Writtennotice must be given 6 months in advance, specifying the deconversion date;

 

(ii)                                  Fiservmay specify a deconversion date (not more than 30 days after the requesteddeconversion date), based on its previous commitments and work loads; and

 

(iii)                               Fiservmay charge a termination fee based on the remaining unused term of thisAgreement, the amount to be determined by multiplying the Client’s averagemonthly invoice (using the three months immediately preceding the Fiservreceipt of written notice) by **[***]**times the remaining months of the term, plus any unamortized conversion fees orthird party costs existing on the Fiserv books on the date of deconversion.

 

(f)                                    EarlyTermination.  If Client terminatesthis Agreement for any reason except a material breach on the part of Fiserv,in addition to any liquidated damages or termination fees described in thisSection 11, Client shall repay **[***]**as follows:

 

(i)                                     Iftermination occurs during the initial calendar year of the Agreement, Clientshall be invoiced for the **[***]**.

 

(ii)                                  Iftermination occurs during the second calendar year of the Agreement, Clientshall be invoiced **[***]** of the **[***]**.

 

(iii)                               Iftermination occurs during the third, fourth, fifth, or sixth calendar years,Client shall be invoiced **[***]** ofthe **[***]**.

 

(g)                                 TerminationFee not a Penalty.  Clientunderstands and agrees that Fiserv losses incurred as a result of earlytermination of the Agreement would be difficult or impossible to calculate asof the effective date of termination since they will vary based on, among otherthings, the number of clients using the Fiserv System on the date the Agreementterminates. Accordingly, the termination fee amount represents Client’sagreement to pay and the Fiserv agreement to accept as liquidated damages (andnot as a penalty) such amount for any such Client termination for merger.

 

(h)                                 Returnof Data Files.  Upon expiration ortermination of this Agreement, Fiserv shall furnish to Client such copies ofClient’s data files (“Client Files”) as Client may request in the Fiservstandard machine readable format form along with such information andassistance as is reasonable and customary to enable Client to deconvert fromthe Fiserv System, provided, however, that Client consents andagrees and authorizes Fiserv to retain Client Files until (i) Fiserv has beenpaid in full (**[***]** which shall beheld in escrow until Client’s data files have been released) for all Servicesprovided hereunder through the date such Client Files are returned to Client,and has been paid any and all other amounts that are due or will become dueunder this Agreement, including, but not limited to, data

 

8

----

 

communication lease obligations, if any; (ii) Fiservhas been paid its then standard rates for providing the services necessary toreturn such Client Files; (iii) if this Agreement is being terminated, Fiservhas been paid any applicable termination fee pursuant to subsection (c), or (d)above; and (iv) Client has returned to Fiserv all Fiserv ConfidentialInformation if requested by Fiserv. Unless directed by Client in writing to the contrary, Fiserv shall bepermitted to destroy Client Files any time after 30 days from the final use ofClient Files for processing.

 

(i)                                     Miscellaneous.  Client understands and agrees that Client isresponsible for the deinstallation and return shipping of any Fiserv-ownedequipment located on Client’s premises. Prior to termination of this Agreement, Client shall promptly reimburseFiserv for the cost of any preprinted statements, checks, or any other formsthat Fiserv has prepared specifically for the Client and has on hand at thetermination of this Agreement.

 

12.           Arbitration.

 

(a)                                  General.  Except with respect to disputes arising froma misappropriation or misuse of either party’s proprietary rights, any disputeor controversy arising out of this Agreement, or its interpretation, shall besubmitted to and resolved exclusively by arbitration under the rules thenprevailing of the American Arbitration Association, upon written notice ofdemand for arbitration by the party seeking arbitration, setting forth thespecifics of the matter in controversy or the claim being made.  The arbitration shall be heard before anarbitrator mutually agreeable to the parties; provided, that if the partiescannot agree on the choice of an arbitrator within 10 days after the firstparty seeking arbitration has given written notice, then the arbitration shallbe heard by 3 arbitrators, 1 chosen by each party and the third chosen by those2 arbitrators.  The arbitrators will beselected from a panel of persons having experience with and knowledge ofinformation technology and at least 1 of the arbitrators selected will be anattorney.  A hearing on the merits ofall claims for which arbitration is sought by either party shall be commencednot later than 60 days from the date demand for arbitration is made by thefirst party seeking arbitration.  Thearbitrator(s) must render a decision within 10 days after the conclusion ofsuch hearing.  Any award in sucharbitration shall be final and binding upon the parties and the judgmentthereon may be entered in any court of competent jurisdiction.

 

(b)                                 ApplicableLaw.  The arbitration shall begoverned by the United States Arbitration Act, 9 U.S.C. 1-16.  The arbitrators shall apply the substantivelaw of the Commonwealth of Massachusetts, without reference to provisionsrelating to conflict of laws.  Thearbitrators shall not have the power to alter, modify, amend, add to, orsubtract from any term or provision of this Agreement, nor to rule upon orgrant any extension, renewal, or continuance of this Agreement.  The arbitrators shall have the authority togrant any legal remedy available had the parties submitted the dispute to ajudicial proceeding.

 

(c)                                  Situs.  If arbitration is required to resolve anydisputes between the parties, the proceedings to resolve the dispute shall beheld in the Commonwealth of Massachusetts, or, in the alternative, Fiserv’sprimary business location.

 

13.           Insurance.

 

(a)                                  Fiservshall secure and maintain throughout the Term of this Agreement the followinginsurance coverage:

 

(i)                                     CommercialGeneral Liability Insurance covering bodily injury and property damage with aminimum combined single limit of not less than $**[***]** per occurrence and $**[***]**general aggregate.

 

(ii)                                  CommercialCrime Insurance covering Fiserv and client for Employee Theft caused by Fiservemployees, and Computer Fraud, in an amount not less than $**[***]**.

 

(iii)                               WorkersCompensation insurance providing coverage pursuant to statutory requirements,and Employer’s Liability Insurance with minimum limits of $**[***]** per occurrence.

 

(iv)                              CommercialAutomobile Liability Insurance, including owned, non-owned and hired liabilitycoverage, with minimum combined bodily injury and property damage limits of $**[***]** per occurrence.

 

(v)                                 CommercialUmbrella Liability Insurance with minimum limits of $**[***]** per occurrence, with the liability insurance requiredunder clauses (i), (iii), and (iv) above scheduled as underlying.

 

(b)                                 Uponwritten request, Fiserv shall furnish original certificates of insurance issuedby authorized representative(s) of the insurance carrier(s) to Client asevidence of each foregoing coverage, and such certificate shall contain aclause requiring the insurer to give Client at least thirty (30) days priorwritten notice of any material change or cancellation of coverage specifiedtherein.

 

9

----

 

14.                                 Audit.  Fiserv employs an internal auditorresponsible for ensuring the integrity of its data processing environments andinternal controls.  In addition, Fiservprovides for periodic independent SAS70 audits of its operations.  Fiserv shall provide Client with a copy ofthe audit of the Fiserv data center serving Client within a reasonable timeafter its completion.  Upon writtenrequest, Fiserv shall also provide a copy of such audit to the appropriate regulatoryagencies, if any, having jurisdiction over Fiserv’s provision of Serviceshereunder.

 

15.           General.

 

(a)                                  BindingAgreement.  This Agreement isbinding upon the parties and their respective successors and permittedassigns.  Neither this Agreement nor anyinterest may be sold, assigned, transferred, pledged or otherwise disposed ofby Client, whether pursuant to change of control or otherwise, without theprior written consent of Fiserv.  Shouldthis Agreement or any interest be sold, assigned, transferred, pledged orotherwise disposed of by Fiserv and, subsequently, the quality of the FiservServices provided to Client fails to comply with any provision of the ServiceLevel Agreement provided in Section A-2 of the Agreement for 60 days, the Clientmay terminate the Agreement without fee or charge of any kind. Client agreesthat Fiserv may subcontract any of the Services to be performed under thisAgreement. Any such subcontractors shall be required to comply with all of theapplicable terms and conditions of this Agreement.

 

(b)                                 EntireAgreement.  This Agreement,including its Exhibits, which are expressly incorporated herein by reference,constitutes the complete and exclusive statement of the agreement between theparties as to the subject matter hereof and supersedes all previous agreementswith respect thereto.  Modifications ofthis Agreement must be in writing and signed by duly authorized representativesof the parties.  Each party herebyacknowledges that it has not entered into this Agreement in reliance upon anyrepresentation made by the other party not embodied herein.  In the event any of the provisions of anyAddendum or Exhibit hereto are in conflict with any of the provisions of thisAgreement, the terms and provisions of this Agreement shall control unless theAddendum or Exhibit in question expressly provides that its terms andprovisions shall control.

 

(c)                                  Severability.  If any provision of this Agreement is heldto be unenforceable or invalid, the other provisions shall continue in fullforce and effect.

 

(d)                                 GoverningLaw.  This Agreement will begoverned by the substantive laws of the Commonwealth of Massachusetts, withoutreference to provisions relating to conflict of laws.  By entering into this Agreement, Fiserv agrees that the Office ofThrift Supervision, FDIC, or other regulatory agencies having authority overClient’s operations shall have the authority and responsibility provided to theregulatory agencies pursuant to the Bank Service Corporation Act, 12 U.S.C.1867(C) relating to services performed by contract or otherwise. The UnitedNations Convention of Contracts for the International Sale of Goods shall notapply to this Agreement.

 

(e)                                  ForceMajeure.  Neither party shall beresponsible for delays or failures in performance resulting from actsreasonably beyond the control of that party.

 

(f)                                    Notices.  Any written notice required or permitted tobe given hereunder shall be given by: (i) Registered or Certified Mail, ReturnReceipt Requested, postage prepaid; (ii) by confirmed facsimile; or (iii) bynationally recognized courier service to the other party at the addresseslisted on the cover page or to such other address or person as a party maydesignate in writing.  All such noticesshall be effective upon receipt.

 

(g)                                 NoWaiver.  The failure of either partyto insist on strict performance of any of the provisions hereunder shall not beconstrued as the waiver of any subsequent default of a similar nature.

 

(h)                                 FinancialStatements.  Fiserv shall provideClient and the appropriate regulatory agencies who so require a copy of Fiserv,Inc.’s audited consolidated financial statements.

 

(i)                                     PrevailingParty.  The prevailing party in anyarbitration, suit, or action brought against the other party to enforce theterms of this Agreement or any rights or obligations hereunder, shall beentitled to receive its reasonable costs, expenses, and attorneys’ fees ofbringing such arbitration, suit, or action.

 

(j)                                     Survival.  All rights and obligations of the partiesunder this Agreement that, by their nature, do not terminate with theexpiration or termination of this Agreement shall survive the expiration ortermination of this Agreement.

 

(k)                                  Exclusivity.  Client agrees that Fiserv shall be the soleand exclusive provider of the Core Systems (defined as Demand Deposit, TimeDeposit, Retail Loan, Commercial Loan, Mortgage Loan and Central ReferenceFile) that are the subject matter of this Agreement.  Unless Client has previously delivered notice of termination ornon-renewal of this Agreement to Fiserv, during the term of this Agreement,Client agrees not to enter into an agreement with any other entity to providethese services (or similar services) without

 

10

----

 

Fiserv’s prior written consent.  If Client acquires another entity, theexclusivity provided to Fiserv hereunder shall take effect with respect to suchacquired entity as soon as practicable after termination of such acquiredentity’s previously existing arrangement for these services.  If Client is acquired by another entity, theexclusivity provided to Fiserv hereunder shall apply with respect to the levelor volume of these services provided immediately prior to the signing of thedefinitive acquisition agreement relating to such acquisition and shallcontinue with respect to the level or volume of these services until anytermination or expiration of this Agreement.

 

(l)                                     Recruitmentof Employees.  Each party agrees notto hire the other party’s employees during the term of this Agreement and for aperiod of 6 months after expiration or termination except with prior writtenconsent of the other party.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to beexecuted by their duly authorized representatives as of the date indicatedbelow.

 
| CompassBank |                          | Fiserv Solutions, Inc. |
|-------------|-------------------------------|------------------------|
|        |                          |                   |   |   |
| By:         | /s/ ARTHUR W. SHORT           |                   | By: | /s/ THOMAS J. GORMAN |
| Name:       | Arthur W. Short               |                   | Name: | Thomas J. Gorman |
| Title:      | Executive  Vice-President/COO |                   | Title: | President – Custom  Outsourcing Solution |
| Date:       | 7/25/2002                     |                   | Date: | 7/28/02 |

 

11

----

 

Exhibit A - AccountProcessing Services

 

Client agrees with Fiserv as follows:

 

1.                                       Services.  Fiserv will provide Client and Clientaccepts the Account Processing Services (the “Account Processing Services”)specified in the Account Processing Services Fee Schedule attached as Exhibit A- 1 hereto marked with a “F” in the left margin, which represents that theService is included in the Account Processing Services Fixed Monthly Fee.  Other Services therein shall be providedwhen requested by Client and accepted by Fiserv.

 

2.                                       Fees.  Fiserv will provide Client with thefollowing Account Processing Services at the fees and prices indicated:

 

(a)                                  FixedMonthly Fee.  For an AccountProcessing Services Fixed Monthly Fee of $**[***]**,Fiserv agrees to provide and Client agrees to pay for the Services marked withan “F” in the left margin on Exhibit A - 1 of this Agreement.  All other Services provided hereunder shallbe provided to the Client upon reasonable request at then current pricing andin accordance with this Agreement. Fiserv will provide its variable services, as defined in Exhibit A-1, atprices that Fiserv charges generally to its client base.  The Client understands that the mix of services,volumes and other factors affect the price that Fiserv charges for its VariableServices.

 

(b)                                 FeeAdjustment Factors.  The delivery ofthe Services involves factors and risks that may increase the Fiserv cost ofproviding such Services.  Notwithstandingthe foregoing, Fiserv agrees to limit increases in its fees for those Servicesincluded in the Account Processing Services Fixed Monthly Fee as follows:

 

(i)                                     Inflation:  Fiserv agrees not to increase the AccountProcessing Services Monthly Fees for inflation until **[***]**.

 

(ii)                                  VolumeAdjustment.  For volume relatedAccount Processing Services Fixed Monthly Fee adjustments, Fiserv shall repricethe Account Processing Services Fixed Monthly Fee in accordance with thefollowing:

 

A.                                   “ClientAccount Volumes” shall be defined as total open Deposit Accounts (Demand,Savings, and Time), and total open Retail Loan (Installment, Line of Credit)and Mortgage Loan volumes and Commercial Loan Notes.

 

B.                                     Proposedvolumes (“Proposed Volumes”) are those Client Account Volumes that were used tocompute the Account Processing Services Fixed Monthly Fee above.  In the first month following the conversionof any such Service, Fiserv shall validate Client’s Client Account Volumes asof the conversion (“Post Conversion Volumes”). In the event that the Post Conversion Volumes exceed the ProposedVolumes, Fiserv shall reprice the Account Processing Services Fixed Monthly Feeby applying the per account charge presented below to Post Conversion Volumes.

 

C.                                     Inthe event that the Client acquires other financial institutions or branches orportfolios of accounts for which Fiserv will provide Account ProcessingServices, or elects to have Fiserv provide Account Processing Services toexisting affiliates other than those contemplated by this Agreement, upon eachsuch conversion Fiserv shall reprice the Account Processing Services FixedMonthly Fee by applying the per account charge presented below to PostConversion Volumes.

 

D.                                    Beginning**[***]** and upon completion of eachcalendar year throughout the term of this Agreement, Fiserv shall reprice theAccount Processing Services Fixed Monthly Fee by applying the per accountcharge presented below to then current year end Client Account Volumes,adjusted for any inflationary increases applied as described above for allClient Account Volumes except for those Mortgages processing on the FiservMortgageServ System.

 
| **Client Account Volumes** |   | **Per  Account Charge** |      |
|----------------------------|--------|-------------------------|-----------|
| **[***]**                  |   | **[***]**               |      |
| **[***]**                  |   | **$**                   | **[***]** |   |
| **[***]**                  |   | **$**                   | **[***]** |   |

 

E.                                      Beginning**[***]** and upon completion of eachcalendar year in which the Client Account Volumes exceed **[***]**, Fiserv will calculate the currentMortgage Account Volumes and measure in the increase in volume against the PostConversion Mortgage Account Volume.  The

 

12

----

 

Per Account Charge for each account that exceeds thePost Conversion Mortgage Account Volume will be $**[***]** per open Mortgage loan.

 

F.             Fiservwill provide the initial month of processing without billing for the Fixed MonthlyFee.

 

G.            Fiservwill provide processing in months **[***]**through **[***]** at a **[***]** Fixed Monthly Fee **[***]**.

 

H.                                    Inthe event that Client and Fiserv determine that Client’s Mortgage LoanPortfolio can be converted to the Custom Outsourcing Solution Retail LoanSystem, Fiserv will **[***]** theFixed Monthly Fee in the amount of $**[***]**.

 

(c)           ConversionFees.

 

(i)                                     Fiservagrees to provide Conversion Services for a maximum fee of $**[***]** to be comprised of 2 pre-conversionsite visits, writing conversion file specifications, producing conversion editsfor review and verification by the Client, running conversion jobs, final liveposting and 10 days of post-conversion training for core applications, browseraccess and the Fiserv Account Sales and Teller System.  If the scope of the project changes andrequires additional Fiserv assistance, Client shall be billed standardprofessional services rates for the hours worked.  Out-of-pocket expense will be invoiced as incurred.  Additional support by Fiserv beyond those levelsdescribed above shall be billable to the Client at then current Fiservpersonnel rates plus all reasonable out-of-pocket, pass-through or other thirdparty expenses as incurred by Fiserv.

 

(ii)                                  Inthe event that the Client acquires other financial institutions or branches orportfolios of accounts for which Fiserv will provide Account ProcessingServices, or elects to have Fiserv provide Account Processing Services toexisting affiliates other than the aforementioned, or elects to implementadditional Account Processing Services under the terms and conditions of thisAgreement, Fiserv agrees to provide Conversion Services for a fee of $**[***]** per account or $**[***]**, whichever is greater,  plus reasonable out-of-pocket, pass-throughor other third party expenses.

 

3.                                       Responsibilityfor Accounts.  Client shall beresponsible for balancing its accounts each business day and notifying Fiservimmediately of any errors or discrepancies. Provided that Client immediately notifies Fiserv of any discrepancy inClient’s accounts, Fiserv shall, at its expense, promptly recompute accountsaffected by discrepancies solely caused by Fiserv computer or software systemsor provide for another mutually agreeable resolution.  Fiserv will use its commercially reasonable efforts to correcterrors attributable to Client or other third party servicers of Client.

 

4.                                       Reconstructionof Error Conditions.  Reconstructionof error conditions attributable to Client or to third parties acting onClient’s behalf will be done at prevailing rates as set forth in Exhibit A - 1.

 

5.                                       MajorSoftware Enhancements and Custom Programming.  All major software enhancements and custom programming will besubject to additional charges for processing and development in accordance withExhibit A - 1 and Exhibit G hereto, except those changes required by Federalregulation.

 

6.                                       Protectionof Data.  For the purpose ofcompliance with applicable government regulations, Fiserv has developed anoperations backup center.  Fiserv teststhe procedure periodically to ensure the data center’s compliance.  Copies of transaction files are maintainedby Fiserv off premises in secured vaults.

 

7.                                       ProcessingPriority.  Fiserv does not subscribeto any processing priority; all users receive equal processing consideration.

 

8.                                       TrainingAllowance.  Fiserv will grant Clientan annual non-cumulative training allowance of 100 hours.  Training may be used for Coreapplications.  Travel and living expenseof the Fiserv trainer or Client personnel will be the responsibility of Client.

 

13

----

 

Exhibit A - 1 AccountProcessing Services Fee Schedule

 

The following schedule identifies systems and services described withinthe scope of the Agreement to be included in the Fixed Monthly Fee.

 

| **Fixed  Monthly Fee** |   | **System or Service**                                           |   |
|------------------------|--------|-----------------------------------------------------------------|--------|
|                   |   | **Account Analysis**                                            |   |
|                   |   |                                                            |   |
| **F**                  |   | Per Account                                                     |   |
| **F**                  |   | History  Retention                                              |   |
|                   |   |                                                            |   |
|                   |   | **Account Reconcilement**                                       |   |
|                   |   |                                                            |   |
| **F**                  |   | Per Item (Up to  5,000)                                         |   |
| **F**                  |   | History  Retention                                              |   |
|                   |   |                                                            |   |
|                   |   | **Atchley Systems**                                             |   |
|                   |   |                                                            |   |
| **F**                  |   | Comply/CTR                                                      |   |
|                   |   |                                                            |   |
|                   |   | **Automated Clearinghouse**                                     |   |
|                   |   |                                                            |   |
| **F**                  |   | Receiving  Transactions/Items                                   |   |
| **F**                  |   | Origination  Transactions/Items (Up to 10,000)                  |   |
| **F**                  |   | RJE Origination                                                 |   |
| **F**                  |   | PDMs (Company  Processing)                                      |   |
| **F**                  |   | Daily  Transmissions (From ATM switches and/or Clearing Houses) |   |
| **F**                  |   | Automated  Returns                                              |   |
| **F**                  |   | Notification of  Change                                         |   |
| **F**                  |   | Direct Line  Receiving from Fed                                 |   |
| **F**                  |   | Direct Line  Origination to Fed                                 |   |
| **F**                  |   | Payroll  Processing                                             |   |
| **F**                  |   | Stop  Payments/DNE                                              |   |
| **F**                  |   | FEDI Receiving                                                  |   |
| **F**                  |   | EPA (Electronic  Payment Authorization)                         |   |
|                   |   |                                                            |   |
|                   |   | **Audit Confirmation Reports**                                  |   |
|                   |   |                                                            |   |
| **F**                  |   | Implementation  Charge                                          |   |
| **F**                  |   | More Than 10%  Confirmed                                        |   |
| **F**                  |   | Less than 10%  confirmed                                        |   |
| **F**                  |   | Per request  maximum                                            |   |
|                   |   |                                                            |   |
| **F**                  |   | **Automated Returns**                                           |   |
|                   |   |                                                            |   |
|                   |   | **Bulk Filing**                                                 |   |
|                   |   |                                                            |   |
| **F**                  |   | Base                                                            |   |
| **F**                  |   | Per Transaction                                                 |   |
|                   |   |                                                            |   |
|                   |   | **Browser Based Host Access**                                   |   |
|                   |   |                                                            |   |
| **F**                  |   | Access Fee                                                      |   |

 

14

----

 

| **Fixed  Monthly Fee** |   | **System or Service**                                       |   |
|------------------------|--------|-------------------------------------------------------------|--------|
|                   |   | **Central Marketing File**                                  |   |
|                   |   |                                                        |   |
| **F**                  |   | Standard Build                                              |   |
| **F**                  |   | Special Options  Build                                      |   |
|                   |   |                                                        |   |
|                   |   | **Central Reference File**                                  |   |
|                   |   |                                                        |   |
| **F**                  |   | CRF Accounts  (Alpha-Keys)                                  |   |
| **F**                  |   | CRF  Miscellaneous Accounts (Non-Fiserv Applications)       |   |
|                   |   |                                                        |   |
|                   |   | **Combined Interest**                                       |   |
|                   |   |                                                        |   |
| **F**                  |   | Per Account  (1099s and 1098s)                              |   |
| **F**                  |   | W-8/W-9                                                     |   |
| **F**                  |   | On-line  Corrections                                        |   |
| **F**                  |   | B-Notices                                                   |   |
|                   |   |                                                        |   |
| **F**                  |   | **Commercial Loans**                                        |   |
|                   |   |                                                        |   |
| **F**                  |   | **Credit Bureau Reporting**                                 |   |
|                   |   |                                                        |   |
| **F**                  |   | **Custom Interfaces (Including  Mailbox, [***]) (Up to 8)** |   |
|                   |   |                                                        |   |
|                   |   | Implementation                                              |   |
|                   |   | Incoming  Transmissions                                     |   |
|                   |   | Outgoing  Transmissions                                     |   |
|                   |   | **[***]**  Internet Transmissions                           |   |
|                   |   |                                                        |   |
|                   |   | **Customer Reporting System**                               |   |
|                   |   |                                                        |   |
| **F**                  |   | Delivery Point  Bar Coding (DPBC)                           |   |
| **F**                  |   | Statement Zip  Code Sort                                    |   |
| **F**                  |   | Barcoding  Notices                                          |   |
|                   |   |                                                        |   |
|                   |   | **Deluxe One Network**                                      |   |
|                   |   |                                                        |   |
| **F**                  |   | Access                                                      |   |
|                   |   |                                                        |   |
|                   |   | **Demand Deposits**                                         |   |
|                   |   |                                                        |   |
| **F**                  |   | Transactions  Processed                                     |   |
| **F**                  |   | Account  Maintenance                                        |   |
| **F**                  |   | Interest Bearing  Accounts                                  |   |
| **F**                  |   | Current Day  Transaction Access                             |   |
| **F**                  |   | History  Retention:                                         |   |
|                   |   | -  Seven Day                                           |   |
|                   |   | -  Extended                                            |   |
| **F**                  |   | Mutual Funds  Sweep                                         |   |
| **F**                  |   | Statement Zip  Code Sort                                    |   |
| **F**                  |   | Account Number  Production                                  |   |
| **F**                  |   | Overnight  Investments                                      |   |

 

15

----

 

| **Fixed  Monthly Fee** |   | **System or Service**                   |   |
|------------------------|--------|-----------------------------------------|--------|
|                   |   | **Escrow Management**                   |   |
|                   |   |                                    |   |
| **F**                  |   | Rent Security                           |   |
| **F**                  |   | Principal /  Escrow                     |   |
| **F**                  |   | IOLA Reporting                          |   |
|                   |   |                                    |   |
|                   |   | **General Ledger**                      |   |
|                   |   |                                    |   |
| **F**                  |   | Base                                    |   |
| **F**                  |   | Account Centers                         |   |
| **F**                  |   | Transactions                            |   |
| **F**                  |   | Budget:                                 |   |
|                   |   | -  Current and Next Year Module    |   |
|                   |   | -  Working Year Optional Selection |   |
|                   |   | -  Prior Year Optional Selection   |   |
| **F**                  |   | Application Interface                   |   |
| **F**                  |   | Recurring  Entries                      |   |
| **F**                  |   | Daily Custom  Reports                   |   |
|                   |   | Interface Custom  Reports:              |   |
| **F**                  |   | -  Report Generation               |   |
| **F**                  |   | Interface  Extract                      |   |
|                   |   | On-line System:                         |   |
| **F**                  |   | -  Monthly Budget                  |   |
| **F**                  |   | -  Transaction History             |   |
| **F**                  |   | -  Transaction Journal             |   |
|                   |   |                                    |   |
| **F**                  |   | **Host Disaster Contingency Planning**  |   |
|                   |   |                                    |   |
| **F**                  |   | **Host/RJE Site Support**               |   |
|                   |   |                                    |   |
|                   |   | **Maturity Analysis Reporting**         |   |
|                   |   |                                    |   |
| **F**                  |   | Monthly  Reporting                      |   |
| **F**                  |   | Quarterly  Reporting                    |   |
| **F**                  |   | Downline Loading                        |   |
| **F**                  |   | MARSFLEX Sorting  Criteria              |   |
|                   |   |                                    |   |
| **F**                  |   | **On-line Collections**                 |   |
|                   |   |                                    |   |
| **F**                  |   | **Presentment Items**                   |   |
|                   |   |                                    |   |
|                   |   | **Retail Loans**                        |   |
|                   |   |                                    |   |
| **F**                  |   | Open Accounts                           |   |
| **F**                  |   | Closed Accounts                         |   |
| **F**                  |   | Loan Interest  Statements:              |   |
|                   |   | -  Payoff statements               |   |
|                   |   | -  Annual statements               |   |

 

16

----

 

| **Fixed  Monthly Fee** |   | **System or Service**                |   |
|------------------------|--------|--------------------------------------|--------|
|                   |   | **Retirement Planning**              |   |
|                   |   |                                 |   |
| **F**                  |   | Accounts                             |   |
| **F**                  |   | Statements                           |   |
| **F**                  |   | W-2P, 1099R and  5498                |   |
|                   |   |                                 |   |
| **F**                  |   | **Safe  Deposit Box**                |   |
|                   |   |                                 |   |
| **F**                  |   | **Tape Creation (Up to 4)**          |   |
|                   |   |                                 |   |
| **F**                  |   | **Test Bank (Up to 5% of accounts)** |   |
|                   |   |                                 |   |
|                   |   | **Teller Support**                   |   |
|                   |   |                                 |   |
| **F**                  |   | Inquiry                              |   |
| **F**                  |   | Data  capture/Truncation             |   |
|                   |   |                                 |   |
| **F**                  |   | **Third Party Review**               |   |
|                   |   |                                 |   |
|                   |   | **Time Deposits**                    |   |
|                   |   |                                 |   |
| **F**                  |   | Open Accounts                        |   |
| **F**                  |   | Draft Items                          |   |
| **F**                  |   | Closed Accounts                      |   |
| **F**                  |   | History  Retention                   |   |
| **F**                  |   | Statement Zip  Code Sort             |   |
|                   |   |                                 |   |
| **F**                  |   | **View Direct**                      |   |

 

17

----

 

The following fee schedule identifies variably priced systems andservices.  Client shall not be billedfor any variable fee unless it has been mutually agreed that Client shall usesuch system or service.  Fees asdescribed in the schedule below will not be changed for the term of theAgreement.  New services shall be addedat a mutually agreed upon price.

 
| **Variable  Monthly  Fee** |   | **System or Service**                |   | **Unit Price** |   | **Description**                                                   |                                               |
|----------------------------|--------|--------------------------------------|--------|----------------|--------|-------------------------------------------------------------------|----------------------------------------------------|
|                       |   | **Account Reconcilement**            |   |           |   |                                                              |                                               |
|                       |   |                                 |   |           |   |                                                              |                                               |
| **V**                      |   | Per Item                             |   | $              | [***]  |                                                              | Per item/month for first 100,000 items after 5,000 |   |
|                       |   |                                 |   | $              | [***]  |                                                              | Per item/month for next 100,000 items              |   |
|                       |   |                                 |   | $              | [***]  |                                                              | Per item/month for next 100,000 items              |   |
|                       |   |                                 |   | $              | [***]  |                                                              | Per item/month for all items over 300,000          |   |
|                       |   |                                 |   |           |   |                                                              |                                               |
|                       |   | **Atchley Systems**                  |   |           |   | Set-up and support fees subject to change based on  vendor prices |                                               |
|                       |   |                                 |   |           |   |                                                              |                                               |
| **V**                      |   | Implementation  Fee for Comply/Wire  |   | $              | [***]  |                                                              | One time per institution                           |   |
| **V**                      |   | Comply/Wire Only                     |   | $              | [***]  |                                                              | Per month/institution                              |   |
|                       |   |                                 |   |           |   |                                                              |                                               |
|                       |   | **ATM Special Services**             |   |           |   |                                                              |                                               |
| **V**                      |   | ATM Statement  Print Services        |   | $              | [***]  |                                                              | One time per institution                           |   |
|                       |   |                                 |   | $              | [***]  |                                                              | Per mini statement request                         |   |
|                       |   |                                 |   | $              | [***]  |                                                              | Per full statement request                         |   |
|                       |   |                                 |   | $              | [***]  |                                                              | Minimum per month                                  |   |
| **V**                      |   | Balance File  Transmissions          |   | $              | [***]  |                                                              | Per application/month                              |   |
| **V**                      |   | Overdraft Limit                      |   | $              | [***]  |                                                              | One time implementation per institution            |   |
|                       |   |                                 |   |           |   |                                                              |                                               |
|                       |   | **Automated Clearinghouse**          |   |           |   |                                                              |                                               |
|                       |   |                                 |   |           |   |                                                              |                                               |
| **V**                      |   | Origination  Transactions/Items      |   | $              | [***]  |                                                              | Per item/month over 15,000                         |   |
|                       |   |                                 |   | $              | [***]  |                                                              | Per item/month 15,000 – 25,000                |   |
|                       |   |                                 |   | $              | [***]  |                                                              | Per item/month over 25,000                         |   |
| **V**                      |   | Tape Conversion                      |   | $              | [***]  |                                                              | Per conversion                                     |   |
| **V**                      |   | ATM/POS File  Processing             |   | $              | [***]  |                                                              | Per implementation                                 |   |
| **V**                      |   | FEDI  Origination:                   |   |           |   |                                                              |                                               |
|                       |   | - Customer  Implementation           |   | $              | [***]  |                                                              | Per customer of institution                        |   |
|                       |   | - Customer  Statement Implementation |   | $              | [***]  |                                                              | Per customer of institution                        |   |
|                       |   | - Per Record                         |   | $              | [***]  |                                                              | Per NACHA 7 record                                 |   |
|                       |   |                                 |   | $              | [***]  |                                                              | Minimum NACHA record charge per month              |   |
| **V**                      |   | Risk                                 |   | $              | [***]  |                                                              | Implementation per institution                     |   |
|                       |   |                                 |   | $              | [***]  |                                                              | Per month/institution                              |   |
|                       |   |                                 |   | $              | [***]  |                                                              | Per company/month (Company Processing)             |   |
|                       |   |                                 |   |           |   |                                                              |                                               |
| **V**                      |   | **Backroom Systems Software**        |   | **[***]**      |   | Contact Relationship Manager                                      |                                               |
|                       |   |                                 |   |           |   |                                                              |                                               |
|                       |   | **Central Marketing File**           |   |           |   | (All CMF pricing excludes tape charges)                           |                                               |
| **V**                      |   | Off-Cycle Build                      |   | $              | [***]  |                                                              | Per run (other than scheduled cycle)               |   |

 

18

----

 
| **Variable  Monthly  Fee** |   | **System or Service**       |   | **Unit Price** |   | **Description**                                                                                       |                                                          |
|----------------------------|--------|-----------------------------|--------|----------------|--------|-------------------------------------------------------------------------------------------------------|---------------------------------------------------------------|
|                       |   | **Central Reference File**  |   |           |   |                                                                                                  |                                                          |
|                       |   |                        |   |           |   |                                                                                                  |                                                          |
| **V**                      |   | Address Labels              |   | $              | [***]  |                                                                                                  | Per 1,000 accounts/ request                                   |   |
| **V**                      |   | Alpha-Key Merge             |   | $              | [***]  |                                                                                                  | Per request/institution                                       |   |
| **V**                      |   | 9-Digit Zip Code  (ZIP+4)   |   | $              | [***]  |                                                                                                  | Per 1,000 records one-time implementation                     |   |
|                       |   |                        |   | $              | [***]  |                                                                                                  | Per 1,000 records/run                                         |   |
| **V**                      |   | GEO Code                    |   | $              | [***]  |                                                                                                  | Per request/institution                                       |   |
|                       |   |                        |   | $              | [***]  |                                                                                                  | Per 1,000 records processed                                   |   |
| **V**                      |   | Householding                |   | $              | [***]  |                                                                                                  | One-time implementation for first user institution            |   |
|                       |   |                        |   | $              | [***]  |                                                                                                  | One-time implementation for each additional user  institution |   |
|                       |   | —Monthly  Processing   |   | $              | [***]  |                                                                                                  | Per record/institution if volume 0 - 49,999                   |   |
|                       |   |                        |   | $              | [***]  |                                                                                                  | Per record/institution if volume 50,000 - 99,999              |   |
|                       |   |                        |   | $              | [***]  |                                                                                                  | Per record/institution if volume 100,000 - 499,999            |   |
|                       |   |                        |   | $              | [***]  |                                                                                                  | Per record/institution if volume 500,000 - 999,999            |   |
|                       |   |                        |   | $              | [***]  |                                                                                                  | Per record/institution if volume 1,000,000 or more            |   |
|                       |   |                        |   | $              | [***]  |                                                                                                  | Minimum per institution/ month                                |   |
|                       |   | —Quarterly  Processing |   | $              | [***]  |                                                                                                  | Per record/institution if volume 0 - 49,999                   |   |
|                       |   |                        |   | $              | [***]  |                                                                                                  | Per record/institution if volume 50,000 - 99,999              |   |
|                       |   |                        |   | $              | [***]  |                                                                                                  | Per record/institution if volume 100,000 - 499,999            |   |
|                       |   |                        |   | $              | [***]  |                                                                                                  | Per record/institution if volume 500,000 - 999,999            |   |
|                       |   |                        |   | $              | [***]  |                                                                                                  | Per record/institution if volume 1,000,000 or more            |   |
|                       |   |                        |   | $              | [***]  |                                                                                                  | Minimum per institution/quarter                               |   |
|                       |   | —Composition  Report   |   | $              | [***]  |                                                                                                  | 1 to 49,999 records / institution / request         |   |
|                       |   |                        |   | $              | [***]  |                                                                                                  | 50,000 to 99,999 records/ institution / request               |   |
|                       |   |                        |   | $              | [***]  |                                                                                                  | 100,000 to 499,999 records/ institution / request             |   |
|                       |   |                        |   | $              | [***]  |                                                                                                  | Over 500,000 records/ institution / request                   |   |
|                       |   |                        |   |           |   |                                                                                                  |                                                          |
|                       |   | —Simulated Run         |   |           |   | Implementation, Quarterly Processing and Composition  Report Fees would apply per institution request |                                                          |
|                       |   |                        |   |           |   |                                                                                                  |                                                          |
| **V**                      |   | **Consulting Services**     |   | **[***]**      |   | Contact Relationship Manager                                                                          |                                                          |
|                       |   |                        |   |           |   |                                                                                                  |                                                          |
| **V**                      |   | **Coupon Books**            |   | **[***]**      |   | Quoted by vendor                                                                                      |                                                          |

 

19

----

 
| **Variable  Monthly  Fee** |   | **System or  Service**                                   |       | **Unit Price** |   | **Description**                                                                         |                                                                               |
|----------------------------|--------|----------------------------------------------------------|------------|----------------|--------|-----------------------------------------------------------------------------------------|------------------------------------------------------------------------------------|
| **V**                      |   | **Custom Interfaces (Including  Mailbox, [***])**        |       |           |   | Over 8 per month Variable                                                               |                                                                               |
|                       |   | Implementation                                           |       | $              | [***]  |                                                                                    | Per recurring transmission site established  Professional Services fees additional |   |
|                       |   | Incoming  Transmissions                                  |       | $              | [***]  |                                                                                    | Per transmission if reformat required                                              |   |
|                       |   |                                                     |       | $              | [***]  |                                                                                    | Maximum per month per custom interface                                             |   |
|                       |   | Outgoing  Transmissions                                  |       | $              | [***]  |                                                                                    | Per transmission                                                                   |   |
|                       |   |                                                     |       | $              | [***]  |                                                                                    | Maximum per month per custom interface                                             |   |
|                       |   | **[***]**  Internet Transmissions                   |       | $              | [***]  |                                                                                    | Implementation fee                                                       |   |
|                       |   |                                                     |       | $              | [***]  |                                                                                    | Monthly access per end point                                                       |   |
|                       |   | Federated  Investors Interface                           |       | $              | [***]  |                                                                                    | Implementation fee                                                                 |   |
|                       |   |                                                     |       | $              | [***]  |                                                                                    | Monthly recurring.   (Excludes applicable [***] Charges)                      |   |
|                       |   |                                                     |       |           |   |                                                                                    |                                                                               |
| **V**                      |   | **Data Communications**                                  | ** ** | [***]          |   | Circuits, equipment and network support - as quoted  by / through vendors               |                                                                               |
|                       |   |                                                     |       |           |   |                                                                                    |                                                                               |
| **V**                      |   | **Deconversion**                                         |       | $              | [***]  |                                                                                    | Base per bank or branch(s being deconverted                                   |   |
|                       |   |                                                     |       | $              | [***]  |                                                                                    | Per tape produced                                                                  |   |
|                       |   |                                                     |       | $              | [***]  |                                                                                    | For production of wipe-off DD statements                                           |   |
|                       |   |                                                     |       |           |   | Above rates exclude requested Fiserv professional  services and out-of-pocket expenses) |                                                                               |
|                       |   |                                                     |       |           |   |                                                                                    |                                                                               |
|                       |   | **Demand  Deposits**                                     |       |           |   |                                                                                    |                                                                               |
|                       |   |                                                     |       |           |   |                                                                                    |                                                                               |
| **V**                      |   | Service Charge  Routine Implementation (Post Conversion) |       | **[***]**      |   | Professional services fees apply                                                        |                                                                               |
| **V**                      |   | Service Charge  Routine Change (Post Conversion)         |       | **[***]**      |   | Professional services fees apply                                                        |                                                                               |
| **V**                      |   | Accrual  Adjustment Program                              |       | $              | [***]  |                                                                                    | Per request first day plus $50 each additional day  after first day                |   |
| **V**                      |   | Check Processing  Descending Order                       |       | $              | [***]  |                                                                                    | Implementation per institution                                                     |   |
|                       |   |                                                     |       | $              | [***]  |                                                                                    | Maximum per relationship                                                           |   |
|                       |   |                                                     |       |           |   |                                                                                    |                                                                               |
| **V**                      |   | **FAST Branch Automation**                               | ** ** | **[***]**      |   | Contact Relationship Manager                                                            |                                                                               |
|                       |   |                                                     |       |           |   |                                                                                    |                                                                               |
|                       |   | **General  Ledger**                                      |       |           |   |                                                                                    |                                                                               |
|                       |   | Interface Custom  Reports:                               |       |           |   |                                                                                    |                                                                               |
|                       |   | -Report  Implementation                                  |       | $              | [***]  |                                                                                    | Per report implementation requested                                                |   |
| **V**                      |   | On-line System:                                          |       |           |   |                                                                                    |                                                                               |
|                       |   | Transaction  History:                                    |       |           |   |                                                                                    |                                                                               |
|                       |   |                                                     |       | $              | [***]  |                                                                                    | Per institution/month for 65 day history                                           |   |
| **V**                      |   |                                                     |       | $              | [***]  |                                                                                    | Per institution/month for 90 day history                                           |   |
| **V**                      |   |                                                     |       |           |   |                                                                                    |                                                                               |
| **V**                      |   | **Internet Services**                                    | ** ** | **[***]**      |   | Contact Relationship Manager/See RBS Fee Schedule                                       |                                                                               |

 

20

----

 
| **Variable  Monthly  Fee** |   | **System or  Service**                                                                                                                                              |       | **Unit Price** |      | **Description**                                                |                                                                                                                                                                                                                                                |
|----------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------------|-----------|----------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **V**                      |   | **LiNX Message Service**                                                                                                                                            |       | $              | [***]     |                                                           | One time per institution                                                                                                                                                                                                                  |   |
|                       |   | Implementation Fee                                                                                                                                                  |       | $              | [***]     |                                                           | Minimum Per 3rd Party Channel.  Prof Svcs Rates Apply                                                                                                                                                                                          |   |
|                       |   | Certification Fee                                                                                                                                                   |       | $              | [***]     |                                                           | First 700,000 with a $1,000 minimum                                                                                                                                                                                                                 |   |
|                       |   | Transaction Fee                                                                                                                                                     |       | $              | [***]     |                                                           | Above 700,000                                                                                                                                                                                                                                       |   |
|                       |   |                                                                                                                                                                |       |           |      |                                                           |                                                                                                                                                                                                                                                |
| **V**                      |   | **Microfiche**                                                                                                                                                      |       | $              | [***]     |                                                           | Per original produced                                                                                                                                                                                                                          |   |
|                       |   |                                                                                                                                                                |       | $              | [***]     |                                                           | Per copy produced                                                                                                                                                                                                                                   |   |
|                       |   |                                                                                                                                                                |       | $              | [***]     |                                                           | Hardcopy per frame requested                                                                                                                                                                                                                        |   |
|                       |   |                                                                                                                                                                |       |           |      |                                                           |                                                                                                                                                                                                                                                |
| **V**                      |   | **OFAC**                                                                                                                                                  |       |           |      |                                                           |                                                                                                                                                                                                                                                |
|                       |   | On-Demand Full File Scan Only                                                                                                                                       |       | $              | [***]     |                                                           | Annual Fee, Plus $300.00 per run                                                                                                                                                                                                               |   |
|                       |   | On-Demand Request Full File Scan                                                                                                                                    |       | $              | [***]     |                                                           | Per run                                                                                                                                                                                                                                             |   |
|                       |   | Daily All New Account Scan                                                                                                                                          |       | $              | [***]     |                                                           | Per month                                                                                                                                                                                                                                           |   |
|                       |   |                                                                                                                                                                |       |           |      |                                                           |                                                                                                                                                                                                                                                |
|                       |   | **Positive  Pay**                                                                                                                                                   |       |           |      |                                                           |                                                                                                                                                                                                                                                |
| **V**                      |   | Implementation  Fee                                                                                                                                                 |       | $              | [***]     |                                                           | Per institution                                                                                                                                                                                                                                     |   |
| **V**                      |   | Account  Processing Fees                                                                                                                                            |       | $              | [***]     |                                                           | Per month/institution                                                                                                                                                                                                                               |   |
|                       |   |                                                                                                                                                                |       |           |      |                                                           |                                                                                                                                                                                                                                                |
| **V**                      |   | **Print/Rendering Services**                                                                                                                                        | ** ** | **[***]**      |      | Contact Relationship Manager                                   |                                                                                                                                                                                                                                                |
|                       |   |                                                                                                                                                                |       |           |      |                                                           |                                                                                                                                                                                                                                                |
| **V**                      |   | **Professional Services**                                                                                                                                           |       |           |      |                                                           |                                                                                                                                                                                                                                                |
|                       |   |                                                                                                                                                                |       |           |      |                                                           |                                                                                                                                                                                                                                                |
|                       |   | Includes (but  not limited to) custom programming (report and file creation, maintenance and  fixes), and other Fiserv personnel assistance not covered by contract |       | $              | [***]     |                                                           | Per hour                                                                                                                                                                                                                                            |   |
|                       |   | Telecommunications  - Design & Consulting                                                                                                                       |       | $              | [***]     |                                                           | Per hour                                                                                                                                                                                                                                            |   |
|                       |   |                                                                                                                                                                |       |           |      |                                                           |                                                                                                                                                                                                                                                |
| **V**                      |   | **Report Regeneration**                                                                                                                                             |       | $              | [***]     |                                                           | Per request/month (first two requests free)                                                                                                                                                                                                         |   |
|                       |   |                                                                                                                                                                |       |           |      |                                                           |                                                                                                                                                                                                                                                |
|                       |   | **Reference Materials**                                                                                                                                             |       |           |      |                                                           |                                                                                                                                                                                                                                                |
|                       |   |                                                                                                                                                                |       |           |      |                                                           |                                                                                                                                                                                                                                                |
| **V**                      |   | CD-ROM:                                                                                                                                                   | ** ** | **[***]**      |      | Per institution per release                               |                                                                                                                                                                                                                                                |
|                       |   | —First Two                                                                                                                                                     |       | $              | **[***]** |                                                           | Per copy if preordered via annual subscription                                                                                                                                                                                                      |   |
|                       |   | —Additional  Copies                                                                                                                                            |       | $              | **[***]** |                                                           | Per copy for ad hoc requests                                                                                                                                                                                                                        |   |
|                       |   |                                                                                                                                                                |       |           |      |                                                           |                                                                                                                                                                                                                                                |
| **V**                      |   | Paper Manuals  (products not on CD:)                                                                                                                                |       | $              | [***]     |                                                           | Per manual per application                                                                                                                                                                                                                          |   |
| **V**                      |   | **Repost Due to Client Error**                                                                                                                                      | ** ** | **[***]**      |      | Professional Services rates apply $2,000 minimum per  incident |                                                                                                                                                                                                                                                |
|                       |   | **Retail Loans**                                                                                                                                                    |       |           |      |                                                           |                                                                                                                                                                                                                                                |
| **V**                      |   | Insurance Tape  Creation                                                                                                                                            |       | $              | [***]     |                                                           | Per tape/vendor/application                                                                                                                                                                                                                         |   |
| **V**                      |   | Promotional  Extensions                                                                                                                                             |       | $              | [***]     |                                                           | Base/execution                                                                                                                                                                                                                                      |   |
|                       |   |                                                                                                                                                                |       | $              | [***]     |                                                           | Per account selected                                                                                                                                                                                                                                |   |
|                       |   |                                                                                                                                                                |       |           |      |                                                           |                                                                                                                                                                                                                                                |
| **V**                      |   | **Special Reports**                                                                                                                                                 |       | $              | [***]     |                                                           | Applies to any report not produced in the normal  processing flow but which Fiserv has previously programmed.  Additional fees associated with the  creation and generation of new special reports are described under  Professional Services. |   |
|                       |   |                                                                                                                                                                |       | $              | [***]     |                                                           | Incremental for CRF access on special report                                                                                                                                                                                                        |   |

 

21

----

 
| **Variable  Monthly  Fee** |   | **System or Service**                                    |   | **Unit Price** |   | **Description**              |                                                                     |
|----------------------------|--------|----------------------------------------------------------|--------|----------------|--------|------------------------------|--------------------------------------------------------------------------|
| **V**                      |   | **Tape Creation**                                        |   | $              | [***]  |                         | Per physical tape (or equivalent on alternative  media)                  |   |
|                       |   |                                                     |   |           |   |                         |                                                                     |
| **V**                      |   | **Test Bank**                                            |   | $              | [***]  |                         | Per account/month over 5 or 5,000 accounts                               |   |
|                       |   |                                                     |   |           |   |                         |                                                                     |
|                       |   | **Time  Deposits**                                       |   |           |   |                         |                                                                     |
|                       |   |                                                     |   |           |   |                         |                                                                     |
| **V**                      |   | Service Charge  Routine Implementation (Post Conversion) |   | $              | [***]  |                         | Per routine                                                              |   |
| **V**                      |   | Service Charge  Routine Change (Post Conversion)         |   | $              | [***]  |                         | Per field changed                                                        |   |
|                       |   |                                                     |   | $              | [***]  |                         | Maximum per routine changed                                              |   |
| **V**                      |   | Accrual  Adjustment Program                              |   | $              | [***]  |                         | Per request first day plus $50 each additional day  after first day      |   |
| **V**                      |   | Tape for Coupon  Book Production                         |   | $              | [***]  |                         | Per request ($200 for tape, $50 for special report,  $50 for processing) |   |
| **V**                      |   | Remaining Term  Penalty Calculation                      |   | $              | [***]  |                         | One-time for implementation                                              |   |
|                       |   |                                                     |   |           |   |                         |                                                                     |
|                       |   | **Training**                                             |   |           |   |                         |                                                                     |
|                       |   |                                                     |   |           |   |                         |                                                                     |
| **V**                      |   | Fiserv Training Services  (Post Conversion)         |   | **[***]**      |   | Contact Relationship Manager |                                                                     |

 

22

----

 

Exhibit A — 2 ServiceLevel Commitments

 

1.                                       ServiceLevel Commitments.  For purposes ofthe service level commitment categories set forth below, the described servicesshall be deemed to be “available” to Client if the Fiserv computer system,including all hardware and software necessary to provide the Client with theServices contemplated by this Agreement, is functioning and able to accept andprocess all input contemplated by this Agreement from Client and necessary toprovide the Services in question.  Allservice levels commitments shall be averaged over a calendar month and nationalholidays are excluded.

 

(a)                                  ResponseTime.  Fiserv shall provide responsetime for the central processor to receive an Inquiry transaction from thecommunications controller at the Fiserv data center, process that transactionand return the answer to the controller in less than **[***]** of the time from 8:00AM to 8:00PM Client Local Time(“CLT”), Monday through Saturday.

 

(b)                                 ReportAvailability.  Fiserv shall makeavailable to the Client or other output distribution medium or product,critical reports for the Basic Services, no later than 7:00 AM CLT eachbusiness day or 10:00AM CLT if such business day falls on the first calendarday of the month (General Ledger an additional 2 hours in each case), providedthe Client has completed transmission of the data to be used in generating suchreports to Fiserv no later than 12:01AM CLT. Fiserv shall provide such reports to the Client for each Basic Servicein accordance with the above schedule at least **[***]** of the time.  The“Basic Services” are Demand Deposits, Savings, Time Deposits, AccountReconcilement, Retail Loans, Mortgage Loans, Commercial Loans and GeneralLedger.  The algorithm to calculateavailability is:  **[***]** core applications multiplied by thenumber of processing days in a calendar month **[***]**.

 

(c)                                  TeleprocessingAvailability.  Fiserv shall make itsteleprocessing services available to the Client at least **[***]** of the time from 8:00AM to MidnightCLT, Monday through Saturday, excluding overnight batch processing.

 

2.                                       Cure.  In the event that the Fiservperformance fails to meet the service level commitments set forth in thisSection, the Client shall notify Fiserv in writing of such failure and shallwork with Fiserv to specifically identify the problem.  If a deficiency is determined by theparties, Fiserv shall institute cure procedures.  If the deficiency is not cured within **[***]**,Fiserv shall institute **[***]** of the Fixed Monthly Fee each month for eachdeficient service level commitment category until it is cured.  If any deficiency persists for **[***]**at a level **[***]**, or (ii) recurs, once cured, more than **[***]**during any 12 month period, upon receipt by Fiserv of prior written notice, theClient may elect to terminate this Agreement, without the payment of liquidateddamages or other termination charges, upon payment of any fees or sums duepursuant to this Agreement.  Fiservagrees to cooperate with the Client to achieve the deconversion schedule.

 

23

----

 

Exhibit D - MortgageProcessing Services

 

Client agrees with Fiserv as follows:

 

1.                                       Services**.**  Fiserv will provide Client the Mortgage LoanServicing Information Processing Services (hereinafter referred to as “MortgageServicing”) consisting of.

 

(a)                                  OnlineServices**.**  Inquire and updateof Client data files maintained by Fiserv under this agreement from terminalslocated in Client’s offices.  Thedocumentation describes the procedures for use of online services for MortgageServicing.

 

(b)                                 Reports.  Applicable reports based on Client’s usageaccording to the documentation will be transmitted to the Client.

 

(c)                                  CustomerService Telephone Support. Telephone support will be available to obtain information and for thediscussion of issues and problems.

 

2.                                       Fees.  Client shall pay Fiserv the fees and othercharges for the Mortgage Servicing specified in Exhibit D-1 hereto.

 

3.                                       Hoursof Operation.  The MortgageServicing will be available for use by Client between 8:00 AM and 11:00PM CLT(Client Local Time), Monday through Friday (excluding New Year’s Day, MemorialDay, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day).  The Fiserv system will be available forinquiry purposes 24 hours a day, Monday through Friday, except for amaintenance period of approximately 60 minutes per day during the hours of12:00 midnight CLT and 6:00AM CLT, and available on Saturdays from 8:00AMthrough Midnight CLT, unless notified in advance by Fiserv that the system willbe unavailable.

 

4.                                       Protectionof Data.  Client’s data is copied totape daily and sent to an off-site storage facility.

 

5.                                       QualityControl.  Critical business problemswill be addressed by Fiserv immediately. Critical business problems are definedas those items that significantly impact or damage the Client’s business orprohibit business from occurring. Critical business problems will be jointly defined and agreed upon asproblems arise.  Fiserv will respondwith a corrective action plan during the same business day to address theproblem(s) being reported.

 

6.                                       RegulatoryChanges.  Regulatory changes will beimplemented on a timely schedule to correspond with the effective date of theregulation as jointly agreed between Fiserv and Client base, provided thatFiserv receives a minimum 6 month advance notification of regulatory changefrom the appropriate regulatory agency, with notice of proposed regulatorychange being sufficient advance notification.

 

7.                                       Clients’Group Membership.  Fiserv supports aformal Clients’ Group for Mortgage Processing clients.  The annual dues for support of the Clients’Group are determined by their Advisory Board annually.  Current dues are $1,500 annually.  Membership in the Clients’ Group ismandatory.  Active participation on theClients’ Group sub-committees is voluntary. Voting privileges and the ability to submit suggestions forconsideration by the Clients’ Group are contingent upon the payment of annualdues.  Funds collected will be placed ina checking account controlled by the Clients’ Group Advisory Board and will beused exclusively for the expenses of the Clients’ Group.  The annual fee is subject to change by theClients’ Group Advisory Board.  Anychange will be communicated by the Clients’ Group Advisory Board.  Fiserv does not receive any financial benefitfrom the Clients Group dues.

 

8.                                       Manuals.  One complete set of online documentationwill be provided to Client free of charge. Client may purchase additionaldocumentation at any time during the term of this Agreement at the then-currentprices.

 

24

----

 

Exhibit D-1 MortgageProcessing Services and Fees

 

1.             Monthly MinimumCharge.  Included in the AccountProcessing Fixed Monthly Fee.

 

2.             Servicesincluded in the Account Processing Fixed Monthly Fee.

 

(a)                                  Thefollowing standard servicing requirements: FHA, VA, GNMA, FNMA, FHLMC, TaxService, Credit Bureau, PMI Billing, Hazard Insurance Carrier, One Lockbox,Payment Documents, ACH, Stop File, Escrow Analysis, 13 Month Online History,Tape Handling, Year-End Data Tape, Force Place Insurance interface, FieldService, Default, Loss Mitigation, Collection, Payment Processing, Escrow andCustomer Service Tracking, Construction Loan Subsystem, VRU Interface.

 

(b)                                 Post-Payoff,Satisfaction/Release, MERS, Laser Check Writer

 

3.             Pass-Through.

 

(a)                                  Services& Charges

 

(b)                                 ANSIX12 EDI VAN Charges

 

(c)                                  Microfiche

 

(d)                                 Postage

 

4.             OptionalServices.

 
| **Service**                                |   | **Fee**                                                |       |
|--------------------------------------------|--------|--------------------------------------------------------|------------|
| Affiliate  Servicing/Private Label PL$$    |   | Each additional institution is $**[***]** per month    |       |
| Asset/Liability  Interfaces:               |   |                                                   |       |
| Fiserv IPS  Sendero                        |   | $**[***]**  per month                                  |       |
| Other Systems                              |   | $**[***]**  per month                                  |       |
| Database Tape                              |   | $**[***]**  per tape                                   |       |
| Douglas Michael,  BiSaver Interfaces, etc. |   | $**[***]**  per run                                    |       |
| Early Indicator  Interface                 |   | $**[***]**  per FHLMC loan                             |       |
| Hazard Insurance  Outsourcing Interchange  |   | $**[***]**  per month - one or two way                 |       |
| Optional  Insurance Update                 |   | $**[***]**  per run                                    |       |
| Optional  Insurance Solicitation           |   | $**[***]**  per run                                    |       |
| Power Dialer  Download                     |   | **[***]**                                              | ** ** |
| Power Dialer  Upload                       |   | $**[***]**  per month                                  |       |
| Report Writer                              |   | $**[***]**  per run / $**[***]** per selected  account |       |
| Risk Profiler  Interface                   |   | $**[***]**  per FNMA loan                              |       |

 

25

----

 
| **Service**                      |   | **Fee**                                     |       |
|----------------------------------|--------|---------------------------------------------|------------|
| Secondary  Marketing Interface   |   | **[***]**                                   | ** ** |
| Secondary  Marketing Warehouse   |   | $**[***]**  per month                       |       |
| Tax Outsourcing  Interchange     |   | $**[***]**  per month – one or two way |       |
| Fiserv RF  Spectrum              |   | $**[***]**  per month                       |       |
| Western Union  EasyPay Interface |   | $**[***]**  set-up / $**[***]** per month   |       |
| 24 Month Online  History         |   | $**[***]**  per loan                        |       |
| 36 Month Online  History         |   | $**[***]**  per loan                        |       |

 

26

----

 

Exhibit E - Purchase ofEquipment Through Fiserv

 

Client agrees to purchase, and Fiserv agrees to sell, Equipment (ashereinafter defined) on the terms and subject to the conditions hereinafter setforth:

 

1.                                       Equipmentand Fiserv Obligations.  Equipment,if any, being purchased through Fiserv shall be described in Exhibit E - 1hereto, or in a signed order letter from Client to Fiserv specifying thequantity, type and price for the equipment desired, (the “Equipment”).  Client understands that Fiserv is acting asan independent sales organization representing each manufacturer or supplier(each, a “Manufacturer”) identified in Exhibit E - 1.  Client also understands and agrees that the ability of Fiserv toobtain the Equipment may be subject to availability and delays due to causesbeyond the control of Fiserv.  Fiservshall promptly place any orders submitted under this Agreement with eachManufacturer and shall, at Client’s direction, request expedited deliverywhenever available.

 

2.                                       Deliveryand Installation.

 

(a)                                  Delivery.  On Client’s behalf, Fiserv shall arrange fordelivery of the Equipment to the site or sites (“Installation Site(s)”)designated by Client on or about the date (the “Delivery Date”) requested.  In the absence of shipping instructions,Fiserv shall select a common carrier on behalf of Client.  Client shall be responsible for appropriateproperty insurance for all equipment, whether Client-owned or Fiserv-owned,within Client’s premises.

 

(b)                                 Installationand Acceptance.  Fiserv shallarrange for the installation of the items of Equipment in consideration of theInstallation Fees listed on Exhibit E - 1. Client shall not perform any installation activities without the writtenconsent of Fiserv.  Fiserv or itsdesignee shall have full and free access to the Equipment and the InstallationSite until installation is completed. If a suitable installation environment is not provided by Client, thenFiserv shall be required to perform only as many normal installation proceduresas it deems to be practicable within the available facilities.  Installation of Equipment will take placeduring normal Fiserv business hours, Monday through Friday, exclusive of Fiservholidays, unless otherwise agreed by Fiserv. The Equipment shall be deemed to have been accepted when it has passedeither the Fiserv or the Manufacturer’s standard post-installation testprocedures at the Installation Site.

 

(c)                                  InstallationEnvironment.  Client shall provide asuitable installation environment for the Equipment as specified by Fiserv orits agents and any and all other specifications provided to Client by theManufacturer or Fiserv.  Client shallalso be responsible for furnishing all labor required for unpacking and placingeach item of Equipment in the desired location for installation.  Client shall be responsible for physicalplanning including, but not limited to, floor planning, cable requirements, andsafety requirements in accordance with the installation manual and any and allapplicable building, electrical, or other codes, regulations, andrequirements.  All such physicalplanning shall be completed on or before the delivery date for the Equipment.

 

(d)                                 OngoingMaintenance.  Unless the partiesagree otherwise, Fiserv shall not be responsible for the provision of anymaintenance or repairs to the Equipment or of any parts or replacements for theEquipment.

 

3.                                       Shipment,Risk of Loss and Title to Equipment. All prices shown on Exhibit E - 1 are F.O.B. at the Manufacturer’splant.  All transportation, rigging,drayage, insurance, and other costs of delivery of the Equipment to theInstallation Site shall be itemized on an invoice submitted to Client and shallbe paid by Client.  Risk of loss shallpass to Client upon shipment.  Title tothe Equipment shall remain with the Manufacturer until all payments for theEquipment have been made by Client and, until such time, Client agrees that itshall not sell, transfer, pledge, or otherwise dispose of the Equipment withoutthe prior written consent of Fiserv.

 

4.                                       SecurityInterest.  Client grants Fiserv asecurity interest in all the Equipment and the proceeds thereof until thepurchase price due Fiserv shall have been paid in full.  Client shall execute any instruments or documentsFiserv deems appropriate to protect the security interest and, in any event,this Agreement shall constitute a financing agreement within the meaning ofArticle 9 of the Uniform Commercial Code and a copy of this Agreement may befiled at any time after signature by Fiserv as a financing statement for thatpurpose.  In the event of default inpayment or other breach by Client, Fiserv shall have all rights and remedies ofa secured creditor upon default as provided by applicable law.  Fiserv shall, at its sole expense, filereleases for any financing statements recorded pursuant to this Agreementpromptly upon receipt of final payment.

 

27

----

 

5.                                       Warranties.  Fiserv warrants that Client will acquiregood and clear title to the Equipment free and clear of all liens andencumbrances.  Fiserv hereby assigns toClient all warranties the Manufacturer has granted to Fiserv with respect tothe Equipment as set forth on Exhibit E - 1. Client hereby agrees to all of the terms and conditions applicable tothose warranties and acknowledges that: (i) neither the Manufacturer nor Fiservwarrants that the use of the Equipment will be uninterrupted or error free; and(ii) Manufacturer’s warranties, and the assignment of such warranties by Fiservto Client, shall not impose any liability on Fiserv due to the services orassistance provided to Client by Fiserv with respect thereto.

 

28

----

 

Exhibit E - 1 Equipmentand Prices

 

1.                                       PaymentTerms.  Payment for 100% of thecosts for all Equipment or Software purchased hereunder is due and payable onplacement of an order with a third party.

 

2.                                       Changesand Additions.  The Equipmentconfigurations stated below are estimates and subject to change by mutualwritten agreement of Fiserv and Client. Any increase in fees for any thirdparty equipment, software, or maintenance may result in an increase to Clientas they are incurred by Fiserv.

 

3.                                       Equipmentand Software.

 

(a)                                  Telecommunications.  The Network Agreement between Client andFiserv dated as of February 28, 2002, is incorporated into this Exhibit byreference.

 

(b)                                 InformEnt.  Server configurations are based on currentvolumes provided for General Ledger, Customer, Loan, and Deposit accounts plusancillary systems and channel transaction accounts.  An additional 15% per consecutive year volume growth andretention volume was also used for configuration purposes.

 

(i)                                     WarehouseProduction Server. **[***]** isthe centralized repository for corporate data.

 
| **Description**                                                                                                                                                                          |   | **Quantity** |       | **Purchase** |      | **Annual  Maintenance  (3 Years  Required)** |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------|------------|--------------|-----------|----------------------------------------------|--------|
| **[***]**, 4 CPU slots, 16 memory slots, 2 400 MHz CPUs,  2 GB of memory, 32x CD-ROM, 1.44 MB floppy, removable media bay, 10/100  Ethernet, 2 power supplies, **[***]** server license. |   | 1            |       | $            | [***]     |                                         | $      | [***] |   |
| 8 bay internal expansion kit                                                                                                                                                             |   | 2            |       | $            | [***]     |                                         | $      | [***] |   |
| 18.2 Gbyte 10K RPM                                                                                                                                                                       |   | 12           |       | $            | [***]     |                                         | $      | [***] |   |
| DLT7000-Based 280GB Autoloader                                                                                                                                                           |   | 1            |       | $            | [***]     |                                         | $      | [***] |   |
| DLT Compact IV Tapes - 10 pack                                                                                                                                                           |   | 2            |       | $            | [***]     |                                         | $      | [***] |   |
| DLT Cleaning Tapes-Package of 10                                                                                                                                                         |   | 1            |       | $            | [***]     |                                         | $      | [***] |   |
| Host Bus Adapter                                                                                                                                                                         |   | 1            |       | $            | [***]     |                                         | $      | [***] |   |
| Fast Ethernet, 100BaseT                                                                                                                                                                  |   | 1            |       | $            | [***]     |                                         | $      | [***] |   |
| 560W Power Supply                                                                                                                                                                        |   | 1            |       | $            | [***]     |                                         | $      | [***] |   |
| PGX32 Graphics Option                                                                                                                                                                    |   | 1            |       | $            | [***]     |                                         | $      | [***] |   |
| 17-inch Entry Color Monitor                                                                                                                                                              |   | 1            |       | $            | [***]     |                                         | $      | [***] |   |
| Type-6 Country Kit                                                                                                                                                                       |   | 1            |       | $            | [***]     |                                         | $      | [***] |   |
| Solstice Backup Media Kit                                                                                                                                                                |   | 1            |       | $            | [***]     |                                         | $      | [***] |   |
| Solstice Backup Network Edition                                                                                                                                                          |   | 1            |       | $            | [***]     |                                         | $      | [***] |   |
| Autochanger  Software Module 1-8 slots                                                                                                                                                   |   | 1            |       | $            | [***]     |                                         | $      | [***] |   |
| Client Pak for Windows NT                                                                                                                                                                |   | 1            |       | $            | [***]     |                                         | $      | [***] |   |
| **[***]**                                                                                                                                                                                |   | 1            |       | $            | [***]     |                                         | $      | [***] |   |
| **[***]** Volume Manager license; license for workgroup  servers                                                                                                                         |   | 1            |       | $            | [***]     |                                         | $      | [***] |   |
| **[***]** Volume Manager **[***]**  Base Package CD-ROM                                                                                                                                  |   | 1            |       | $            | [***]     |                                         | $      | [***] |   |
| **Total  Investment**                                                                                                                                                                    |   |         | ** ** | **$**        | **[***]** | ** **                                   | **$**  | **[***]** |   |

 

29

----

 

(ii)                                  DeliveryServer (2).  **[***]** — WEB-based dissemination of data andautomated scheduling.

 
| **Description**                                                        |   | **Quantity** |       | **Purchase** |      |
|------------------------------------------------------------------------|--------|--------------|------------|--------------|-----------|
| **[***]**,  550 MHz/1MB Cache (Dual Processor)                         |   | 1            |       | $            | [***]     |   |
| 512MB, RAM, 4x128, RGT DIMMs                                           |   | 1            |       | $            | [***]     |   |
| PERC2-DC RAID CARD, 128MB (Ext channel = 1, Int channel = 1) C5        |   | 1            |       | $            | [***]     |   |
| C5 - RAID 5 on HD Backplane                                            |   | 1            |       | $            | [***]     |   |
| 8 Bay Splitable Hot Plug Backplane (1.0” drives only)             |   | 1            |       | $            | [***]     |   |
| 9.1 GB 1” SCSI Hard Drive, 10K RPM                                |   | 3            |       | $            | [***]     |   |
| Intel Pro 100+ NIC w/ Adaptive Load Balancing; Adeptec Fault Tolerance |   | 1            |       | $            | [***]     |   |
| Windows NT 4.0 configured as a member server                           |   | 1            |       | $            | [***]     |   |
| 3.5”, 1.44 MB Floppy Drive                                        |   | 1            |       | $            | [***]     |   |
| 17/40X SCSI CD-ROM, #1, Black                                          |   | 1            |       | $            | [***]     |   |
| Standard Windows Keyboard                                              |   | 1            |       | $            | [***]     |   |
| Dell M570, 15” (13.8” VIS)                                   |   | 1            |       | $            | [***]     |   |
| Logitec System Mouse                                                   |   | 1            |       | $            | [***]     |   |
| **[***]**                                                              |   | 1            |       | $            | [***]     |   |
| **[***]** Product                                                      |   | 1            |       | $            | [***]     |   |
| Subtotal                                                               |   |         |       | $            | [***]     |   |
| Quantity                                                               |   |         |       | 2            |      |
| **Total Investment**                                                   |   |         | ** ** | **$**        | **[***]** | ** ** |

 

30

----

 

(iii)                               AnalysisServer.  **[***]** - provides the automation of financial reporting andwhat-if financial analysis daily at the transaction level on line.

 
| **Description**                                                   |   | **Quantity** |       | **Purchase** |      |
|-------------------------------------------------------------------|--------|--------------|------------|--------------|-----------|
| **[***]** Base                                                    |   | 1            |       | $            | [***]     |   |
| 1.44MB, 3.5”, Floppy Drive, for **[***]** Servers            |   | 1            |       | $            | [***]     |   |
| Microsoft NTS 4.0 on CD, 10 Client Access Licenses, OEM Packaging |   | 1            |       | $            | [***]     |   |
| Microsoft System Mouse with Driver Disks                          |   | 1            |       | $            | [***]     |   |
| On-Board NIC Only                                                 |   | 1            |       | $            | [***]     |   |
| 17/40X,SCSI CD-ROM Internal, Black                                |   | 1            |       | $            | [***]     |   |
| Terminator Card                                                   |   | 1            |       | $            | [***]     |   |
| Hard Drive Configuration, RAID5                                   |   | 1            |       | $            | [***]     |   |
| 192MB SDRAM, 133MHz, 1 X 64MB, 1 X 128MB DIMMs                    |   | 1            |       | $            | [***]     |   |
| Uninterruptable Power Supply, 700V,Stand Alone, Adapter           |   | 1            |       | $            | [***]     |   |
| 1X6 Hard Drive Backplane                                          |   | 1            |       | $            | [***]     |   |
| QuietKey Keyboard, 104 Key, 6 Pin                                 |   | 1            |       | $            | [***]     |   |
| Redundant Power Supply                                            |   | 1            |       | $            | [***]     |   |
| 15” (13.8” Viewable) M570 Monitor                       |   | 1            |       | $            | [***]     |   |
| 3 X 9GB LVD SCSI Hard Drives, 10000RPM                            |   | 1            |       | $            | [***]     |   |
| Embedded Raid  w/Software                                         |   | 1            |       | $            | [***]     |   |
| MAESTRO V6.01 SERVER MANT                                         |   | 1            |       | $            | [***]     |   |
| MKS TOOLKIT SELECT V6.2 WIN95/98/NT SINGLE 01S00                  |   | 1            |       | $            | [***]     |   |
| **[***]**                                                         |   | 1            |       | $            | [***]     |   |
| **[***]**                                                         |   | 1            |       | $            | [***]     |   |
| **Total Investment**                                              |   |         | ** ** | **$**        | **[***]** | ** ** |

 

31

----

 

(c)                                  VoiceResponse Unit.   Fiserv will providethe Flex-Phone Telephone Banking System, including **[***]**.  The Base Systemdescribed and priced is a 32 port Fone Tower, which is expandable to 96ports.  Based on Client’s current callvolume, one 16-port upgrade is included.

 

(i)                                     One-timeFees.  Installation and trainingincludes 3 visits.  Travel and livingexpenses of installers and trainers will be billed as incurred.  Shipping and handling are not included inthe one-time fee.

 
| **Description**                                                                                                             |   | **One-Time Fee** |      |
|-----------------------------------------------------------------------------------------------------------------------------|--------|------------------|-----------|
| Base System  Purchase - includes IVR software licenses, telephony hardware, server and  back-up tape drive, data interfaces |   | $                | [***]     |   |
| 16 Port Upgrade                                                                                                             |   | $                | [***]     |   |
| Installation and  Training                                                                                                  |   | $                | [***]     |   |
| **Total Investment**                                                                                                        |   | **$**            | **[***]** | ** ** |

 

(ii)                                  On-goingFees.  The following monthly feeswill be billed.

 
| **Description**                        |   | **Monthly Fee** |      |
|----------------------------------------|--------|-----------------|-----------|
| RealCare*(1)*                          |   | $               | [***]     |   |
| FlexCare*(2)* Includes 16 Port Upgrade |   | $               | [***]     |   |
| **Total  Monthly Fee**                 |   | **$**           | **[***]** | ** ** |

 

----

*(1)  Support of the hardware components.*

*(2)  Support of software and interfaces.*

 

32

----

 

Exhibit F SoftwareProducts

 

This is a License Agreement between Fiserv and Client.  Fiserv and Client agree that the terms andconditions set out in this License Agreement will apply to any Fiserv Licensed Program(s)materials offered hereunder.  Eachlicense agreement subject to the terms of this Agreement shall be separatelylabeled as Exhibit F-n attached hereto. By using the software described on each such Exhibit F-n, Client agreesto the terms and conditions contained in the license agreement.

 

1.             Definition ofTerms.

 

(a)                                  ‘ComputerSystem’ means the Hardware and manufacturer-supplied software identified in theAttachments hereto.

 

(b)                                 ‘DeliveryDate’ means the date the software is first installed and configured properly,per the technical user documentation, in a designated location by either aFiserv or Client representative.

 

(c)                                  Documentation’means the documentation related to the Software specified on the Attachmentshereto.

 

(d)                                 ‘EffectiveDate’ means the date this License and Service Agreement commences.

 

(e)                                  ‘Enhancements’means modifications made to the Software that add program features or functionsnot originally within the Software as of the date of installation and that areprovided upon payment of additional License Fees.  Fiserv reserves the right, in its reasonable discretion, todetermine which changes are upgrades or separately priced enhancements.

 

(f)                                    ‘Hardware’means the computer equipment identified on the Attachments hereto or in ExhibitE.

 

(g)                                 ‘LicensedProgram(s) means licensed data processing program(s) consisting of a series ofinstructions or statements in machine-readable form, and any related licensedmaterials such as, but not limited to, system documentation, flow charts, logicdiagrams, listings and operating instructions provided for use in connectionwith the Licensed Program(s).

 

(h)                                 ‘Location’means any single location defined by Client.

 

(i)                                     ‘MaintenanceFee’ means the annual fee specified in the Attachments hereto.

 

(j)                                     ‘MaintenanceServices’ means maintenance services described in the Attachments hereto.Maintenance Services are available only with respect to the current release ofthe Software.

 

(k)                                  ‘Non-conformity’means a failure of the Software to perform substantially in accordance withfunctions described in the Fiserv documentation.

 

(l)                                     ‘OperationalSupport’ means optional Fiserv services available, at Client request, tosupport Client’s operation of the Software System.  Operational Support shall only be available to Clients receivingMaintenance Services.

 

(m)                               ‘ProfessionalService Fees’ means fees specified in the Attachments hereto or Exhibit A forprofessional services provided by Fiserv.

 

(n)                                 ‘Software’means the standard, unmodified computer programs in object code, unlessotherwise specified on the Attachments hereto, together with one set of Fiservstandard documentation.  Software doesnot include separate, independent, and stand-alone modules or subsystems thatClient has developed and maintained without Fiserv assistance.

 

(o)                                 ‘SoftwareSystem’ means the Software and Third Party Software.

 

(p)                                 ‘ThirdParty’ means any party other than Fiserv, Client, and their respectiveemployees, agents, and subcontractors.

 

(q)                                 ‘ThirdParty Software’ means software provided by Fiserv that is owned or licensed byThird Parties as identified on the Attachments hereto.

 

(r)                                    ‘TotalLicense Fee’ means the total sum specified in the Attachments hereto for theSoftware System.  Any fees formodifications, enhancements, upgrades, or additions to the Software areexcluded from this License and Service Agreement unless otherwise specified.

 

33

----

 

(s)                                  ‘Upgrades’means changes made to maintain compatibility with new system software releasesor to improve previously existing features and operations within theSoftware.  This primarily includesprogram fixes to the Software.

 

(f)                                    ‘Use’means copying or loading any portion of the Software System from storage unitsor media into any equipment for the processing of data by the Software System,or the operation of any procedure or machine instruction utilizing any portionof either the computer program or instructional material supplied with theSoftware System at the Location.  Use islimited to type of operations described in Fiserv documentation solely toprocess Client’s own work.  Usespecifically excludes any service bureau or time-share services to ThirdParties without prior written consent by Fiserv and payment by Client ofadditional fees in accordance with mutually agreed terms.

 

2.             Term.

 

(a)                                  LicenseTerm.  The term of the License grantshall begin on the Effective Date and shall continue co-terminous with theAgreement.

 

(b)                                 MaintenanceTerm.  The term for MaintenanceServices shall begin upon the date Client first uses the License and shallcontinue co-terminous with the Agreement.

3.             License.

 

(a)                                  Fiservagrees to furnish the Software System to Client and does hereby grant to Clienta personal, non-exclusive, nontransferable License to Use the Software Systemat the Location on the designated Computer System and on the number ofworkstations shown on the Exhibits and Attachments for the Term of thisAgreement.

 

(b)                                 Clientmay change the Location in the event Client transfers its data processingdepartment to a new location within the same country.  Client will provide Fiserv with 60 days advance notice of anyproposed transfer of operations. Assistance by Fiserv related to the transfer shall be chargeable at theFiserv then current professional service rates.  Client shall reimburse Fiserv for any travel and living expensesassociated with such assistance by Fiserv related to such transfer.

 

(c)                                  Fiservprohibits the copying of any portions of the Software System except that Clientmay copy reasonable quantities of any standard end user documentation; and maycopy machine language code, in whole or in part, in reasonable quantities, inprinted or electronic form, for use by Client at the Location for archive,back-up, or emergency restart purposes, or to replace copy made on defectivemedia.  The original, and any copies ofthe Software, or any part thereof, shall be the property of Fiserv.

 

(d)                                 Clientshall maintain and use any such copies and the original at the Location and oneClient archive site in the same country and one disaster recovery site, ifapplicable.  Client may transport ortransmit a copy of the Software System from the Location or the Archive Site toanother location in the same country as the Location for back-up use whenrequired by Computer System malfunction, provided that the copy or original isdestroyed or returned to the Location or Archive Site when the malfunction iscorrected.  Client shall reproduce andinclude the Fiserv copyright and other proprietary notices on all copies, inwhole or in part, in any form, of the Software System made as specified herein.

 

(e)                                  Clientshall not decompile, disassemble, or otherwise reverse engineer the SoftwareSystem.

 

(f)                                    ThirdParty Software is provided to Client under the following supplemental terms:

 

(i)                                     Useof Third Party Software shall be restricted to use as part of the SoftwareSystem.

 

(ii)                                  Fiservand Third Party Software owners shall not be liable for any damages, whetherdirect, indirect, incidental, or consequential arising from the use of theThird Party Software.

 

(iii)                               Publicationof benchmark tests of Third Party Software is permitted only in a writingsigned by an authorized officer of Fiserv and the Third Party Software owner.

 

(iv)                              ThirdParty Software owners are hereby designated as third party beneficiaries ofthis License and Service Agreement as it relates to their software.

 

(v)                                 ThirdParty Software is not specifically developed, or licensed for use in anynuclear, aviation, mass transit, or medical application or in any inherentlydangerous applications.  Third PartySoftware owners and Fiserv shall not be liable for any claims or damagesarising from such use if Client uses the Software System for such applications.

 

34

----

 

(g)                                 Clientshall obtain and maintain at its own expense such data processing andcommunications equipment and supplies as may be necessary or appropriate tofacilitate the proper use of the Software System.  Any equipment obtained through Fiserv under this Agreement shallbe obtained in accordance with Exhibit E.

 

4.             MaintenanceServices Terms.

 

(a)                                  Fiservwill provide the following maintenance services to Client:

 

(i)                                     Telephonesupport for reasonable operator support will be provided at the Fiserv thenstandard Professional Service Fees.

 

(ii)                                  On-sitesupport, when requested by Client, will be provided at the Fiserv then standardProfessional Service Fees.

 

(iii)                               Softwareprogram fixes to correct Software Non-conformities for the current and mostrecently superceded releases will be provided within a reasonable period oftime upon notice by Client.  Clientagrees to provide Fiserv with reasonable assistance and information inconnection therewith.

 

(iv)                              Softwareupdates will be provided to Client. Upon Client request, Fiserv will install such updates at the Fiserv thenstandard Professional Service Fees.

 

(v)                                 Trainingfor updates may be offered to Client at the Fiserv standard ProfessionalService Fees.  If such training isconducted at the Location or other Client site, Client agrees to reimburseFiserv for its reasonable travel and out-of-pocket expenses.

 

(b)                                 Fiservmay utilize remote diagnostic software and dial-up telephone lines in providingthese services.  Client shall cooperateand assist Fiserv to expedite resolution of all Non-conformities.

 

(c)                                  Shouldthe Fiserv review of a Non-conformity indicate that the Non-conformity is asoftware defect, Fiserv shall use commercially reasonable efforts to makecorrections and will provide a plan, including dates, for correction of anysuch Non-conformity.  In the eventFiserv is unable to correct a Non-conformity to the Client’s satisfaction andClient elects to discontinue use of the System as a direct result of the erroronly, Fiserv will refund the purchase price of the System minus **[***]** for each year Client has used theSystem.

 

(d)                                 Shouldthe Fiserv review of the Non-conformity indicate, in Fiserv’s reasonableopinion, that the reported problem is not a defect in the Software but is dueto other problems including, but not limited to, input not in accordance withspecifications, Client’s abuse or misuse of the Software System, or by amodification or addition to the Software System not performed by Fiserv, or byClient’s failure to properly maintain the Computer System or to install therequired system software release as instructed by Fiserv, then.

 

(i)                                     Clientagrees to reimburse Fiserv for the related costs of work performed by Fiserv ininvestigating the problem at the Fiserv then standard Professional ServiceFees, and

 

(ii)                                  Fiserv,at Client’s request, shall advise Client whether Fiserv can correct or assistin resolving such problem, and the terms under which Fiserv shall undertake thesame.  Upon written acceptance byClient, Fiserv shall correct or assist in resolving the problem in accordancewith such terms.

 

(e)                                  MaintenanceFees shall be subject to annual increases no greater than **[***]** and shall also be subject to increasefollowing delivery of Enhancements, new versions of, or modifications oradditions to the Software System, and changes in the Computer System.  Increases in maintenance due to the deliveryof Enhancements, modifications or additions to the Software System and changesin the Computer System shall reasonably relate to the scope and scale of theEnhancement, modification, addition, or change.

 

(f)                                    Network-relatedproblems are not covered under the Fiserv Maintenance Service.  In the event Fiserv does provide suchservice, Client agrees to pay the Fiserv then standard Professional ServiceFees.

 

(g)                                 Maintenanceservices in addition to those specified in this Section may be made availableat the Fiserv then standard Professional Service Fees on a mutually agreedschedule.

 

5.                                       Support.  Fiserv agrees it is obligated to maintainsupport.

 

6.                                       Useof and Rights to the Fiserv Work Product. All information, reports, studies, object or source code, flow charts,diagrams, and other tangible or intangible material of any nature whatsoeverproduced by or as a result of any of the services performed hereunder by Fiservor jointly with Client, shall be the sole and exclusive property of Fiserv orits corporate parent.  Client shall beentitled to Use all such work product produced by Fiserv in accordance with theterms and conditions of this License and Service Agreement.  Notwithstanding the foregoing, in no eventshall Fiserv be deemed to own any Client Confidential Information or other datarelating to Client or its customers.

 

35

----

 

7.                                       Deliveryand Acceptance.  Fiserv agrees todeliver the Software System and Hardware to the Location indicated byClient.  The Software System andHardware shall be deemed accepted by Client once Fiserv has providedcertification by the manufacturer or Fiserv of the Computer System’soperability and Client has agreed to such acceptance, which will not beunreasonably withheld.

 

8.                                       Payment.

 

(a)                                  TheLicense, Support Services, and Maintenance charges applicable to each LicensedProgram are specified in the Exhibits and Attachments.

 

(b)                                 TheTotal License Fee shall be invoiced upon execution of this Agreement or aPurchase Order, depending upon the timing and intent to purchase.

 

(c)                                  Maintenanceand Support Services charges shall be invoiced 30 days in advance of eachMaintenance or Support Services fee period. Initial Fees are prorated and billed for the current calendar year atthe time of purchase.  Annual fees forsubsequent years are due annually in December for the upcoming period covered.

 

(d)                                 ProfessionalServices Fees shall be invoiced upon execution of the License Agreement orPurchase Order, depending upon the timing and intent to purchase, and inaccordance with the terms and conditions specified in the Exhibits andAttachments.

 

(e)                                  Clientis licensed to operate the Licensed Program(s) for the number of workstationsshown on the Exhibits and Attachments. If Client adds workstations, the parties will complete an additionalAttachment to reflect the upgraded license and support services charges.

 

(f)                                    Clientagrees to pay the actual and reasonable travel and living expenses of anyemployees of Fiserv and its contractors who render services at either theLocation or any other Client site in connection with the activities describedin this Exhibit.  All expenses shall beitemized on invoices submitted by Fiserv.

 

(g)                                 Anyshipping or telecommunications charges required for the implementation ormaintenance of Licensed Software or Services are the responsibility of the Client.

 

9.                                       Rescheduling.  If Client is unable to provide access torequired facilities or personnel or is unable to meet its tasks assigned to itin a timely manner, Fiserv will try to reschedule tasks to minimize thenon-productive time arising.  All suchnon-productive time is chargeable to Client. If such non-productive time is expected to be significant, Fiserv willtry to reassign its personnel to other suitable work.  In such event, Client will not be charged for the time personnelwere reassigned.  If Client provides 30days written notice of its intent to reschedule tasks, Client shall not bebilled a fee for non-productive time.

 

10.                                 Warranties.  Fiserv warrants that the Software willperform in accordance with its functional specifications when operated in thespecified operating environment as described in the Documentation.  Fiserv will provide replacements orcorrections to the Software that does not so perform where such failure ismaterial, provided Fiserv is notified in writing.  This warranty shall not apply if the problem is caused byunauthorized modification to the Software System, use of the Software System incombination with non-Fiserv provided software, or by incorrect Use.  Client acknowledges that the Software Systemis designed to operate on the Computer System and that the warranties given byFiserv are conditional upon the procurement and maintenance by Client of theComputer System in accordance with the then current specifiedconfiguration.  Fiserv agrees to passthrough any warranties to Third Party Software and/or hardware to Client.

 

THE WARRANTIES STATED ABOVE ARE LIMITED WARRANTIES ANDARE THE ONLY WARRANTIES MADE BY FISERV. FISERV DOES NOT MAKE, AND CLIENT HEREBY EXPRESSLY WAIVES, ALL OTHERWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THE STATED EXPRESS WARRANTIES ARE IN LIEU OFALL LIABILITIES OR OBLIGATIONS OF FISERV FOR DAMAGES ARISING OUT OF OR INCONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SOFTWARE SYSTEM.

 

11.                                 Indemnity.

 

(a)                                  Fiservshall indemnify Client and hold it harmless against any claim or action thatalleges that the use of the Fiserv System infringes any patent, copyright, orother proprietary right of a third party enforceable in the United States.  Client agrees to notify Fiserv promptly ofany such claim and grants to Fiserv the sole right to control the defense anddisposition of all such claims.  Clientshall provide Fiserv with reasonable cooperation and assistance in the defenseof any such claim.

 

36

----

 

(b)                                 If,as a result of any claim or action alleging Use of the Software infringes apatent, copyright, or other proprietary right of a third party enforceable inthe Location, Fiserv or Client is permanently enjoined from using the Softwareby a final, non-appealable decree, Fiserv, at its sole option and expense, may(i) procure for Client the right to continue to use the Software or (ii)provide a replacement or modification for the Software so as to settle suchclaim.  If none of the foregoing optionsare reasonably practical and modification of the Software is also not reasonably practical inFiserv’s sole opinion, Fiserv shall discontinue and terminate this License uponwritten notice to Client and shall refund to Client all license fees paid toFiserv under this Agreement.  In makingthis determination, Fiserv will give due consideration to all factors,including financial expense and will use its best efforts to procure for theClient the right to continue to use the software.

 

(c)                                  Fiservshall have no liability for any claim based upon (i) use of any part of theSoftware System in combination with materials or software not provided byFiserv; or (ii) modifications made by Client or any Third Party.

12.                                 Title.

 

(a)                                  Nothingin this License and Service Agreement shall convey to Client any title to orany rights in the Software System, including but not limited to all proprietaryrights or ownership of any modifications. Client’s sole right in relation to the Software System or anymodification is Use of the same in accordance with the terms and conditions ofthis License and Service Agreement.

 

(b)                                 TheSoftware System and all modifications, enhancements, or upgrades made thereto,and all patents, copyrights, or other proprietary rights related to each of theabove are the sole and exclusive property of Fiserv or its suppliers, whethermade by Fiserv, Client, or any of their employees or agents.  Client shall execute documents reasonablyrequired by Fiserv to perfect such rights.

 

13.           Non-Disclosure.

 

(a)                                  Uponprior notification by Fiserv, Client shall permit the Fiserv authorizedrepresentatives at all reasonable times during Client’s normal hours ofoperation to audit Client’s Use at the Location to determine that theprovisions of this Exhibit are being faithfully performed.  For that purpose, Fiserv shall be entitledto enter into any of Client’s premises and Client hereby irrevocably grantsauthority to Fiserv and authorized representative to enter such premises forsuch purpose.  Any such audit shall be conductedin such a manner as to minimize the disruption to Client’s business and/or theUse of the Software System.

 

(b)                                 Clientshall promptly notify Fiserv if it becomes aware of any breach of confidencerelating to the Software System or other Fiserv proprietary information andgive Fiserv all reasonable assistance in connection with the Fiservinvestigation of same.

 

14.                                 Termination.  If the defaulting party has not cured anevent of default described in Section 15 below within 60 days of receipt of a written notice from the non-defaultingparty stating, with particularity and in reasonable detail, the nature of theclaimed default, the non-defaulting party may terminate this LicensingAgreement.  Upon termination, Clientshall deliver the Licensed Program(s) and all related materials at Client’sexpense, to a location designated by Fiserv. Client shall certify to Fiserv in writing that the Licensed Program(s)is not in use and after termination, Fiserv shall have no further obligation tothe Client.

 

15.                                 Default.Client agrees that, upon the occurrence of any actual or threatened breach byClient of the restrictions upon the use, sale, transfer, or disclosure of theLicensed Program(s), Fiserv will suffer irreparable harm, that monetary damagesalone shall not be a sufficient remedy, and that Fiserv shall be entitled toinjunctive or other equitable relief as may be deemed proper or necessary by acourt of competent jurisdiction, in addition to Fiserv’s other rights herein.

 

37

----

 

Exhibit F-1 InformEnt®License and Service Agreement

 

Client agrees with Fiservas follows:

 

1.                                       ProfessionalServices Terms.

 

(a)                                  ProfessionalServices Fees.  Fiserv agrees toprovide Client with access to the Fiserv professional personnel at the ratesidentified in the Professional Services Fee table in Schedule 2 and inaccordance with the terms and conditions set forth herein.

 

(b)                                 BusinessRequirements List.  Client shallprovide Fiserv with all necessary information concerning Client’srequirements.  Fiserv shall review andsuggest revisions to such Business Requirements List on a timely basis.  The parties shall mutually agree in writingthe final Business Requirements List for any such project.

 

(c)                                  FunctionalSpecifications.  Any modificationsto the Software or other professional service deliverables shall be based onspecifications created by Fiserv and approved by Client as provided below:

 

(i)                                     Fiservshall develop Functional Specifications based on the Business Requirements Listfor Client’s written approval.  Fiservshall not be obligated to perform any further development work until theFunctional Specifications are approved in writing by Client, which approvalshall not be unreasonably withheld or unduly delayed.

 

(ii)                                  Modifications,changes, enhancements, conversions, upgrades, or additions to the agreed uponwork shall be added only upon mutual written agreement.  In the event the parties agree to add anysuch items, the Functional Specifications and applicable Project Plan shallautomatically be modified to the extent necessary to allow for theimplementation or provision of the items.

 

(d)                                 ProjectPlan.  Fiserv shall develop aProject Plan for each modification to the Software or other professionalservice deliverables based on the Functional Specifications.  Each such Project Plan shall contain alisting of the nature and timing of tasks for the project, some of which are tobe performed by Fiserv and some by Client. Modifications and changes to the Project Plan shall be only by mutualwritten agreement of the parties.

 

(e)                                  Acceptance.  The Software modifications shall be deemedaccepted by Client by the live operation and use of the modified Software inClient’s business for a period of **[***]**,unless Client has notified Fiserv of Non-conformities as provided below.  Client agrees promptly to notify Fiserv inwriting (and with reasonable particularity) upon conclusion of the acceptancetest or earlier upon discovery of any specification Non-conformities disclosedby such testing or use.  Fiserv shallcorrect any specification Non-conformities disclosed by such testing withoutfurther charge to Client within a reasonable time of Client’s notice forFiserv-developed Software modifications.

 

(f)                                    OperationalSupport. Fiserv will provide Operational Support at the rates specified inSchedule 2. Operational Support may include the following services:

 

(i)                                     ServerSystem Administration

 

(ii)                                  DatabaseAdministration

 

(iii)                               InformEntAdministration

 

2.                                       Performance.

 

(a)                                  Clientshall give Fiserv full access to the Location, the Software System, and theComputer System to enable Fiserv to provide Services and shall make availableinformation, facilities, and services reasonably required by Fiserv for theperformance of its obligations under this Exhibit, subject to Client’s securitypolicies and procedures.

 

(b)                                 Workin determining the nature of any problem or in making corrections, amendments,or additions to the Software System may be carried out at the Fiserv site or atthe Location at the discretion of Fiserv.

 

(c)                                  Clientagrees to maintain the Computer System, Software System, and Third PartySoftware in accordance with the Fiserv then current specified minimumconfiguration during the term of this Agreement, or contract with Fiserv to soprovide.

 

38

----

 

Schedule 1:  Software System and Documentation

 

1.                                       Software.

 

(a)                                  FinancialServices Model Full-Use Server Software

 

(b)                                 WarehouseArchitect Run-Time Server Software

 

(c)                                  WarehouseProcess Manager Run-Time Server Software

 

(d)                                 ProcessManager Scheduler Bundle Server Software

 

(e)                                  PowerShareClient Software

 

(f)                                    KnowledgeShareClient Software

 

(g)                                 FinancialManagement Business Application

 

(h)                                 CustomerData Quality Suite Business Application

 

2.                                       Documentation.  InformEnt User Manuals and Windows Helpfiles.

 

3.                                       Location.

 

CompassBank

One Compass Place

New Bedford, MA 02740

508-984-6180

 

4.                                       ThirdParty Software.

 

(a)                                  **[***]** Client – Run-time License with 5Concurrent Ports

(b)                                 **[***]** Spreadsheet Toolkit – Per Run-time **[***]** Client

(c)                                  **[***]**, Processor License – ApplicationSpecific

 

39

----

 

Schedule 2:  Fees and Charges

 

1.                                       SoftwareFee.

 

(a)                                  ClientSoftware.  Client may take ownershipof Client Software licenses as required, and license invoicing will occur basedupon ownership.

 
| **InformEnt Client Module**    |   | **User Type** |       | **License Type** |       | **Quantity** |       | **Unit License** |       | **Extended  License** |      |
|--------------------------------|--------|---------------|------------|------------------|------------|--------------|------------|------------------|------------|-----------------------|-----------|
| PowerShare                     |   | Admin         |       | Per Client Seat  |       | 2            |       | $                | [***]      |                  | $         | [***] |   |
| PowerShare                     |   | Steward       |       | Per Client Seat  |       | 3            |       | $                | [***]      |                  | $         | [***] |   |
| KnowledgeShare                 |   | Author        |       | Per Client Seat  |       | 0            |       | $                | [***]      |                  | $         | [***] |   |
| KnowledgeShare (Requires PMWS) |   | Analyzer      |       | Per Client Seat  |       | 15           |       | $                | [***]      |                  | $         | [***] |   |
| KnowledgeShare (Requires PMWS) |   | Viewer        |       | Per Client Seat  |       | 30           |       | $                | [***]      |                  | $         | [***] |   |
| **Total**                      |   |          | ** ** |             | ** ** | **50**       | ** ** |             | ** ** | **$**                 | **[***]** | ** ** |

 

(b)                                 ServerSoftware.

 
| **InformEnt Server Module**       |   | **User Type**                 |       | **License Type** |       | **Quantity** |       | **Unit License** |       | **Extended  License** |      |
|-----------------------------------|--------|-------------------------------|------------|------------------|------------|--------------|------------|------------------|------------|-----------------------|-----------|
| Financial  Services Model         |   | Base                          |       | Per WP Server    |       | 1            |       | $                | [***]      |                  | $         | [***] |   |
| Process Manager  Scheduler Bundle |   | Base & Browser  Scheduler |       | Per Server       |       | 1            |       | $                | [***]      |                  | $         | [***] |   |
| **Total**                         |   |                          | ** ** |             | ** ** |         | ** ** |             | ** ** | **$**                 | **[***]** | ** ** |

 

(c)                                  BusinessApplications.

 
| **InformEnt  Business  Application** |   | **Prerequisite**                   |   | **License Type**    |   | **License Fee** |   |
|--------------------------------------|--------|------------------------------------|--------|---------------------|--------|-----------------|--------|
| Financial  Management                |   | KnowledgeShare, **[***]**          |   | Per InformEnt Site  |   | $               | [***]  |   |
| Customer Data Quality                |   | COS  Financial Services Data Model |   | Per  InformEnt Site |   | $               | [***]  |   |

 

(i)                                     CustomerData Quality Suite.  Client shall besubject to annual volume audit adjustments based on increases in Client’snumber of active customers. An active customer is defined as any unique nameand address record for either a Client’s customer, prospect or legal entitystored in Client’s InformEnt that is associated with one or more active productaccounts or is an active primary customer. The Client’s initial BaseAccount volumes shall be defined as **[***]**active customers.  Uponcompletion of each calendar year where Client has not terminated use of theCustomer Data Quality Suite, Fiserv shall complete an audit to determine theClient’s applicable net increase in active customers as stored in the InformEntData Warehouse as of the then-current year-end to Client’s Base accountvolumes.  As the number of active customers grows into the next rangeband, payment is required for the net difference between the new range fee asidentified during annual audit process and total license fees

 

40

----

 

previouslypaid.  Initial licensefees for above Software will be invoiced upon execution of this Agreement.  License fees terms for future purchases ofabove Software at Fiserv’s then current prices will be invoiced upon writtenrequest by to Fiserv from Client.  TheCustomer Data Cleansing suite software license fee is based upon band ranges ofactive customer records.

** **

| **Client****Active Customers** |   | **One-time****License Fee** |       |
|--------------------------------|--------|-----------------------------|------------|
| **[***]** – **[***]**     |   | $                           | [***]      |   |
| **[***]** – **[***]**     |   | $                           | [***]      |   |
| **[***]** – **[***]**     |   | $                           | [***]      |   |
| **[***]** – **[***]**     |   | $                           | [***]      |   |
| **[***]**                      |   | **[***]**                   | ** ** |

 

2.             Third PartySoftware Fees.

 
| **Third Party Software Module**                    |   | **License Type**                                       |       | **Qty** |       | **Unit License** |       | **Extended  License** |      |
|----------------------------------------------------|--------|--------------------------------------------------------|------------|---------|------------|------------------|------------|-----------------------|-----------|
| **[***]** Spreadsheet Toolkit                      |   | Per  Run-time **[***]** Client                         |       | 1       |       | $                | [***]      |                  | $         | [***] |   |
| **[***]** Client – RT COS                     |   | 5  Run-time Concurrent Ports                           |       | 1       |       | $                | [***]      |                  | $         | [***] |   |
| **[***]**, Processor License, Application Specific |   | Per  Processor, Standard Edition, Application Specific |       | 2       |       | $                | [***]      |                  | $         | [***] |   |
| **Total Third-Party Software**                     |   |                                                   | ** ** |    | ** ** |             | ** ** | **$**                 | **[***]** | ** ** |

 

3.                                       ProfessionalServices Fees.

 

(a)                                  Implementation.  The deployment fee is $**[***]** for the specific Services describedbelow.  Should the scope of the projectchange or additional services be requested and documented in the InformEntBusiness Requirements List, Fiserv shall notify Client of the change in scopeand the associated fees.  Client will berequired to sign-off on all changes before work commences.  Actual and reasonable travel and livingexpenses shall be invoiced as incurred. Deployment fees are payable on a monthly basis as services areprovided.  The deployment fees includethe following deliverables:

 

(i)                                     Projectadministration and management

 

(ii)                                  Hardwareand software platform configuration, installation and testing

 

(iii)                               Deploymentand validation of existing core source mappings

 

(iv)                              Trainingon the standard features and capabilities of the InformEnt Knowledge Managementsolution

 

(v)                                 Install,test, train and consult with Client on the COS Data Warehouse Customer DataQuality and Financial Management business applications to provide end useraccepted solution results

 

(vi)                              CustomerData Quality Suite discovery session to document Client’s customer cleansingand consolidation requirements, and deploy and test the standard customercleansing and consolidation rules

 

(vii)                           InformEntProcess Manager Operational Schedule development.

 

(b)                                 OtherProfessional Services.  Thefollowing tables represent the Fiserv Professional Services Fees in hourlyincrements for professional services available to Client.  Client may request professional services forshort- term projects or for long term monthly and annual commitments based on60 days advance notice.  The

 

41

----

 

rates quoted in the table will be valid for threemonths from the Effective Date. Thereafter, the rates will be subject to change by Fiserv on one-month’snotice.

 
| **Resource**                     |   | **Responsibility**                                                                                                                                                                                                  |   | **Hourly Fee** |   |
|----------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------------|--------|
| Consultant/ Model Manager        |   | Information analysis, database  development, Knowledge Object creation, solution and application  implementation and training.                                                                                      |   | $              | [***]  |   |
|                             |   |                                                                                                                                                                                                                |   |           |   |
| Database Administrator           |   | Table creation and loading,  metadata maintenance, installation of new releases, database tuning and  support, testing and training.                                                                                |   | $              | [***]  |   |
|                             |   |                                                                                                                                                                                                                |   |           |   |
| Project Manager                  |   | Management of professional  services projects and training.                                                                                                                                                         |   | $              | [***]  |   |
|                             |   |                                                                                                                                                                                                                |   |           |   |
| Server Administrator/ Integrator |   | InformEnt server  administration including disk and memory management, performance monitoring,  security, operating system parameters, network and hardware  design/integration, system certification and training. |   | $              | [***]  |   |
|                             |   |                                                                                                                                                                                                                |   |           |   |
| Database/ Extract Programmer     |   | Information/data design and  analysis, creation of mapping rules, writing and execution of scripts,  testing and training.                                                                                          |   | $              | [***]  |   |
|                             |   |                                                                                                                                                                                                                |   |           |   |
| Information Analyst              |   | Information/data mapping,  defining and documenting usage requirements, validation, testing and  training.                                                                                                          |   | $              | [***]  |   |
|                             |   |                                                                                                                                                                                                                |   |           |   |
| Systems Administration           |   | Systems Administration for  Operational Support                                                                                                                                                                     |   | $              | [***]  |   |
|                             |   |                                                                                                                                                                                                                |   |           |   |
| Operational Support              |   | Dedicated daily support of  InformEnt                                                                                                                                                                               |   | $              | [***]  |   |
|                             |   |                                                                                                                                                                                                                |   |           |   |
| Help Desk                        |   | Telephone support over **[***]** hours per month                                                                                                                                                                    |   | $              | [***]  |   |

 

4.                                       MaintenanceFees.

 

(a)                                  InformEnt.  Fees for telephone support rendered will beinvoiced at the Hourly Rates listed herein. Client may take ownership of Client Software licenses as required, andinvoicing of associated maintenance will occur based upon ownership.

 
| **InformEnt Client Module** |   | **User Type** |       | **License Type** |       | **Quantity** |       | **Unit Annual  Maint.** |       | **Extended  Annual  Maint.** |       |
|-----------------------------|--------|---------------|------------|------------------|------------|--------------|------------|-------------------------|------------|------------------------------|------------|
| PowerShare                  |   | Admin         |       | Per  Client Seat |       | 2            |       | $                       | [***]      |                         | $**[***]** |   |
| PowerShare                  |   | Steward       |       | Per  Client Seat |       | 3            |       | $**[***]**              |       | $**[***]**                   |       |
| KnowledgeShare              |   | Author        |       | Per  Client Seat |       | 0            |       | $**[***]**              |       | $**[***]**                   |       |
| KnowledgeShare              |   | Analyzer      |       | Per  Client Seat |       | 15           |       | $**[***]**              |       | $**[***]**                   |       |
| KnowledgeShare              |   | Viewer        |       | Per  Client Seat |       | 30           |       | $**[***]**              |       | $**[***]**                   |       |
| **Total**                   |   |          | ** ** |             | ** ** | **50**       | ** ** |                    | ** ** | **$[***]**                   | ** ** |
|                             |        |               |            |                  |            |              |            |                         |            |                              |            |  |

 

42

----

 
| **InformEnt Server Module**       |   | **User Type**                 |       | **License Type** |       | **Quantity** |       | **Unit   Annual  Maint.** |       | **Extended  Annual  Maint.** |      |
|-----------------------------------|--------|-------------------------------|------------|------------------|------------|--------------|------------|---------------------------|------------|------------------------------|-----------|
| Financial  Services Model         |   | Base                          |       | Per WP Server    |       | 1            |       | $                         | [***]      |                         | $         | [***] |   |
| Process Manager  Scheduler Bundle |   | Base & Browser  Scheduler |       | Per Server       |       | 1            |       | $                         | [***]      |                         | $         | [***] |   |
| **Total**                         |   |                          | ** ** |             | ** ** |         | ** ** |                      | ** ** | **$**                        | **[***]** | ** ** |

 

| **InformEnt  Business  Application** |   | **Prerequisite**                  |   | **Annual  Maintenance** |   |
|--------------------------------------|--------|-----------------------------------|--------|-------------------------|--------|
| Financial  Management                |   | KnowledgeShare, **[***]**         |   | $                       | [***]  |   |
| Customer Data  Quality Suite         |   | COS Financial Data  Service Model |   | $                       | [***]  |   |

 

(i)                                     CustomerData Quality Suite.  Client shall besubject to annual volume audit adjustments based on increases in Client’snumber of active customers. An active customer is defined as any unique nameand address record for either a Client’s customer, prospect or legal entitystored in Client’s InformEnt that is associated with one or more active productaccounts or is an active primary customer. The Client’s initial Base Account volumes shall be defined as **[***]** active customers.  Upon completion of each calendar year whereClient has not terminated use of the Customer Data Quality Suite, Fiserv shallcomplete an audit to determine the Client’s applicable net increase in activecustomers as stored in the InformEnt Data Warehouse as of the then-currentyear-end to Client’s Base account volumes. As the number of activecustomers grows into the next range band, payment for the prior year isrequired for the net difference between the new range fee as identified duringannual audit process and annual maintenance fee previously paid.   The Customer Data  Quality Suite annual maintenance fee is based upon band ranges ofactive customer records.

 

| **Client****Active Customers** |   | **Annual  Maintenance** |       |
|--------------------------------|--------|-------------------------|------------|
| **[***]** – **[***]**     |   | $                       | [***]      |   |
| **[***]** – **[***]**     |   | $                       | [***]      |   |
| **[***]** – **[***]**     |   | $                       | [***]      |   |
| **[***]–****[***]**       |   | $                       | [***]      |   |
| **[***]**                      |   | **[***]**               | ** ** |

 

43

----

 

(b)                                 ThirdParty.  Any increase in fees forthird party maintenance may result in an increase in fee to Client.

 
| **Third Party Software Module**         |   | **License Type**                                       |       | **Qty** |       | **Unit   Annual  Maint.** |       | **Extended   Annual  Maint.** |       |
|-----------------------------------------|--------|--------------------------------------------------------|------------|---------|------------|---------------------------|------------|-------------------------------|------------|
| **[***]** Client – RT COS          |   | 5  Run-time Concurrent Ports                           |       | 1       |       | $**[***]**                |       | $**[***]**                    |       |
| **[***]** Spreadsheet Toolkit           |   | Per  Run-time **[***]** Client                         |       | 1       |       | $**[***]**                |       | $**[***]**                    |       |
| **[***]** License, Application Specific |   | Per  Processor, Standard Edition, Application Specific |       | 2       |       | $**[***]**                |       | $**[***]**                    |       |
| **Total Third-Party Software**          |   |                                                   | ** ** |    | ** ** |                      | ** ** | **$[***]**                    | ** ** |

 

44

----

 

5.                                       OperationalSupport.  Approximately 40 hours areestimated for the monthly Operational Support of InformEnt as detailed in thetable below.  Based on an OperationalSupport rate of $**[***]**, theestimated monthly Operational Support fee is $**[***]**.  Actual hours will be invoiced to Client.

 
| **Description**                                                                                                              |   | **Fiserv  Monthly  Hours** |       |
|------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------|------------|
| **Job Flow Management & Monitoring (Load Production  Support)**                                                          |   | 25.0                       |       |
| Daily Process Manager schedule maintenance                                                                                   |   |                       |       |
| File collection management from collection source(s)                                                                         |   |                       |       |
| Emergency/unscheduled change management                                                                                      |   |                       |       |
| Daily performance analysis and reporting                                                                                     |   |                       |       |
| Issue, action, and escalation management                                                                                     |   |                       |       |
| Financial Services Model release management for production level  changes & additions                                    |   |                       |       |
| Schedule modifications during model release implementation                                                                   |   |                       |       |
| Evaluation, implementation, and tuning of multi-loader processing                                                            |   |                       |       |
| Analysis and troubleshooting of load times                                                                                   |   |                       |       |
|                                                                                                                         |   |                       |       |
| **Change Control –**Management & documentation of production  schedule changes                                      |   | 0.5                        |       |
|                                                                                                                         |   |                       |       |
| **Monitor Space Allocation**                                                                                                 |   | 6.0                        |       |
| Month end processing disk demands                                                                                            |   |                       |       |
| Trend processing disk demands                                                                                                |   |                       |       |
| Process Manager schedule item failures                                                                                       |   |                       |       |
|                                                                                                                         |   |                       |       |
| **Review Database Audit Trail**                                                                                              |   | 0.7                        |       |
| Review table data integrity                                                                                                  |   |                       |       |
| Monitor fluctuation in table sizes during daily, weekly, and monthly  loads                                                  |   |                       |       |
|                                                                                                                         |   |                       |       |
| **System Backup —**Manage changes in backup schedules on demand                                                         |   | 1.3                        |       |
|                                                                                                                         |   |                       |       |
| **Hardware Maintenance Coordination Dispatch**                                                                               |   | 0.7                        |       |
| Leverage third party support & maintenance agreements for operating  systems, tape drives, & software on the server. |   |                       |       |
| Coordinate service dispatch as needed                                                                                        |   |                       |       |
|                                                                                                                         |   |                       |       |
| **Security Administration —**Administer user ids & passwords for server  operating systems, when necessary          |   | 1.3                        |       |
|                                                                                                                         |   |                       |       |
| **Server Operating System Support**                                                                                          |   | 3.7                        |       |
| Perform de-fragmentation maintenance on disk drives                                                                          |   |                       |       |
| Diagnose performance issues for CPU & memory utilization                                                                 |   |                       |       |
|                                                                                                                         |   |                       |       |
| **System Reboot —**Perform weekly warehouse server reboots &  periodic reboots for other servers as needed          |   | 0.8                        |       |
|                                                                                                                         |   |                       |       |
| **Total Hours**                                                                                                              |   | **40.0**                   | ** ** |

 

45

----

 

6.                                       DataCollection.  Approximately 4,750megabytes are estimated for the monthly data collection of InformEnt volumes asdetailed in the table below.  Based on aper megabyte downloaded rate of $**[***]**,the estimated monthly Data Collection fee is estimated to be $**[***]**.  Fiserv will, however, cap the data collection fee at $**[***]** per month **[***]**.  Beginning **[***]** and **[***]**thereafter, Fiserv will adjust the cap as a percentage of actual growth in MBof downloaded data.  In no event,however, shall the increase exceed **[***]**.

 
| **Application**                 |   | **Account   Volume** |       | **Daily  Collection  Frequency** |       | **Daily  File (MB)** |       | **Month-End  File (MB)** |       | **Total Mos.  Data (MB)** |       |
|---------------------------------|--------|----------------------|------------|----------------------------------|------------|----------------------|------------|--------------------------|------------|---------------------------|------------|
| Central Reference File (CIF)    |   | **[***]**            |       | 1                                |       | 82.993               |       | 282.1762                 |       | 365.1692                  |       |
| Commercial Loans                |   | **[***]**            |       | 21                               |       | 0.209622             |       | 0.7127148                |       | 5.1147768                 |       |
| Demand Deposits                 |   | **[***]**            |       | 21                               |       | 135.5104658          |       | 460.7355836              |       | 3306.455364               |       |
| General Ledger                  |   | **[***]**            |       | 21                               |       | 0.72335              |       | 2.45939                  |       | 17.64974                  |       |
| Retail Loans                    |   | **[***]**            |       | 21                               |       | 28.4848275           |       | 96.8484135               |       | 695.029791                |       |
| Mortgage Banking Loans          |   | **[***]**            |       | 21                               |       | 2.335509             |       | 7.9407306                |       | 56.9864196                |       |
| Time Deposits                   |   | **[***]**            |       | 21                               |       | 12.436463            |       | 42.2839742               |       | 303.4496972               |       |
| Total Host Data                 |   |                 |       |                             |       | **262.6932373**      | ** ** | **893.1570067**          | ** ** | **4,749.85**              | ** ** |
| Rate Per MB Downloaded          |   |                 |       |                             |       |                 |       |                     |       | **[***]**                 |       |
| **Monthly Data Collection Fee** |   |                 | ** ** |                             | ** ** |                 | ** ** |                     | ** ** | **$**                     | **[***]**  | ** ** |
|                                 |        |                      |            |                                  |            |                      |            |                          |            |                           |            |  |

 

46

----

 

Exhibit F-2 – FiservAccount Sales and Teller System

 

The terms and conditions contained hereunder in Exhibit F-2 applyspecifically to the Fiserv Account Sales and Teller (FAST) software.

 

1.                                       LicensedProgram(s). The Licensed Program includes New Account Sales, Teller, andSignature Display processing capabilities. In addition, the Licensed Program includes the FAST ConsolidatedReporting Module and standard mapped interface to the InformEnt Data Warehouse.  New Account Sales and Teller modulesinterface to the Fiserv Deposit, Loan and Central Reference Fileapplications.  Use of and access to FASTis permitted only from a workstation with a licensed copy of FAST.  Client shall be permitted to use theLicensed Program(s) in all Client branches and offices and move the licensedcopies freely within its branches and offices.

 

2.                                       Licenseand Support Services Fees.  Thefollowing table outlines the license and Support Services fee structure agreedby the parties:

 
| **Description**                                            |   | **# of  Licenses** |       | **Unit  Fee** |       | **Total  License  Fees** |      | **Unit  Annual  Support  Services Fee** |       | **Total  Annual   Support  Services Fee** |       |
|------------------------------------------------------------|--------|--------------------|------------|---------------|------------|--------------------------|-----------|-----------------------------------------|------------|-------------------------------------------|------------|
| FAST Enterprise  Site License                              |   | **[***]**          | ** ** | **[***]**     |       | $                        | **[***]** |                                    | $          | **[***]**                                 |       | $ | [***] |   |
| Support Services  Fee for Workstations exceeding **[***]** |   | **[***]**          | ** ** | **[***]**     | ** ** | **[***]**                |      | $                                       | **[***]**  | ** **                                | **[***]**  | ** ** |
| Enhanced  Signature Display Option                         |   | **[***]**          |       | $             | **[***]**  |                     | $         | **[***]**                               | ** ** | **[***]**                                 | ** ** | **[***]** | ** ** |
|                                                            |        |                    |            |               |            |                          |           |                                         |            |                                           |            |  |  |  |  |

 

(a)                                  FASTis offered as an Enterprise Site License. Client may obtain unlimited number of additional workstation licenses atno incremental licensing fee.

 

(b)                                 AnnualSupport Services Fee for the Enterprise License is $**[***]** and includes **[***]**workstations.  For each workstation over**[***]**, Client shall be billedannually the $**[***]** SupportServices Fee plus $**[***]** per workstationover **[***]**.  The Support Services Fee is billed annuallyin January.  Based on a 2003 ConversionDate, the first annual audit to determine then current number of workstationswill be conducted at year end 2003 for January 2004 billing.

 

3.                                       Services.

 

(a)                                  Implementation.

 

(i)                                     Beforeimplementation begins, Client agrees to have the site, LAN and workstationsprepared for the FAST Project Manager. In the case of reasonably unforeseeable Client computing environmentproblems, Client agrees to pay for additional services at the Fiserv thencurrent Professional Services rates (4 hour minimum).  Client shall ensure that its trainees have prior Windows trainingand knowledge as a prerequisite for FAST Training.

 

(ii)                                  Fiservshall provide document and report customization training, consisting of thecreation of documents using **[***]**and training for data field mapping using Bankers Systems, Inc. (BSI)electronic forms for Deposit and IRA accounts. Fiserv will provide Client with BSI forms that have been pre-mapped.  Client will be responsible for reviewingeach document and making all necessary modifications to meet Client needs.  Client can select to use the pre-mappedforms or use a new form.  Fiserv willmake other forms and reports that have been created by Fiserv available toClient.  Fiserv shall provide Clientreasonable assistance with forms identification and creation during theConversion process.  Additional documentcustomization services beyond those described above shall be billed at theFiserv then current Professional Services rates.

 

(iii)                               Implementationservices for the initial conversion to the Licensed Software shall beprovided.  The services definedhereunder are **[***]** identified inExhibit A herein.

 

A.                                   ProjectManagement from contract through live implementation

 

B.                                     Weeklyupdate calls with FAST Technical Support, the Fiserv network administrationteam, and third party hardware vendor

 

C.                                     Projectplanning / specification meeting onsite with sales and teller (each two days)

 

47

----

 

D.                                    Documentationclass consisting of three to four days in Pittsburgh (includes [***] and BSI’sE-Forms mapping)

 

E.                                      Trainingperformed at Client site if proper facility is available – 3 days FAST sales, 3days FAST teller, two days technical, and 3 days FAST administration

 

F.                                      FASTTechnical onsite installation and configuration of FAST and [***] in trainingroom

 

G.                                     Softwarecustomization which includes creation of sales product field display, linkingonline product information, and creation of teller transaction set

 

H.                                    Onsiteconversion support – five days each for sales and teller

 

(b)                                 SupportServices.  Support Services includetelephone support for 2 Branch Automation Coordinators designated by Client,during Fiserv business hours, as well as Licensed Program upgrades and relatedhost changes.  Support for Client FASTusers other than Client’s designated Branch Automation Coordinators shall bebillable to Client at the Fiserv then current Professional Services rates(minimum 1⁄2 hour).

 

4.                                       ThirdParty Software.

 

(a)                                  RequiredProducts.  The following third-partysoftware is required to effectively operate FAST: one copy of **[***]**, **[***]**,and **[***]**.  Also, one copy per workstation of TerminalEmulation Software (**[***]** or **[***]**) and Internet Explorer from Microsoftis required.   Client is required topurchase third party software.

 

(b)                                 OptionalProducts.  Banker SystemsIncorporated (BSI) electronic forms (E-Forms) for Deposit and IRA accounts isoptional.  Client will sign a separatesoftware license agreement with BSI.

 

5.             Hardware andSoftware Specifications.

 

(a)                                  HardwareSpecifications.  The following arethe minimum hardware specifications to operate FAST in a networked environment:

 

(i)                                     Workstation.

 

A.                                   Pentium/500MHz, 256 MB RAM, 150 MB hard disk available, SVGA monitor (800 x 600), mousekeyboard for FAST Sales.

 

B.                                     Pentium/233MHz, 64 MB RAM, 150 MB hard disk available, SVGA monitor (800 x 600), mousekeyboard for FAST Teller running Windows 98.

 

(ii)                                  FileServer.  Pentium/500+MHz, 64 MB plus3 MB per concurrent running workstation or per manufacturers requirements, 1 GBhard drive (available), SVGA monitor (800 x 600), keyboard, mouse.  Additional hard drive resources may berequired depending on the transaction volume and history retentionrequirements.

 

(iii)                               CommunicationsServer.  Pentium/500+MHz, 64 MB RAM,500 MB fixed disk available (mirrored drives recommended), SVGA color monitor(800 x 600), keyboard, mouse.

 

(iv)                              Printers.  Validation Printers:  Addmaster IJ1000, IJ3160 serial interfaceonly, Epson TM-U375 serial or parallel interfaces; Passbook Printers:  NCR 5223, IBM 4722 (parallel attached only),Craden DP-6; Laser Printers:  HPLaserJet Series III (or higher), PCL5 support is required for printing BankersSystems E-Forms; Impact Matrix Printers: any printer with a Windows driver

 

(v)                                 Scanners.  Any TWAIN 32-bit compatible scanner.

 

(b)                                 SoftwareSpecifications.  The followingsoftware specifications are required:

 

(i)                                     Workstation.  Operating System: Windows 95, 98, 2000 orWindows NT; 3270 Emulation Software: **[***]**or **[***]**.

 

(ii)                                  FileServer.  **[***]**.

 

(iii)                               CommunicationsServer.  **[***]**.

 

(c)                                  ConfigurationChanges.  The hardware and softwarespecifications are subject to change based on enhancements to the LicensedProgram or a required third party system.

 

48

----

 

Exhibit F-3 — CustomerService and Call-center Solution

 

The terms and conditions contained hereunder in Exhibit F-2 applyspecifically to the Customer Service and Call-center Solution (CSCS) software.

 

1.                                       LicensedProgram(s).  The Licensed Programincludes****CustomerService and Call-center Solution (CSCS) for WindowsTM**.**  Use of and access to CSCS is permitted onlyfrom a workstation with a licensed copy of CSCS.  Client shall be permitted to use the Licensed Program(s) in allClient branches and offices and move the licensed copies freely within itsbranches and offices.

 

2.                                       Licenseand Support Services Fees.  Thefollowing table outlines the license and Support Services fee structure agreedby the parties.   

 
| **Description** |   | **# of  Licenses** |       | **Unit  Fee** |       | **Total   License   Fee** |      | **Unit  Annual  Support  Services  Fee** |   | **Total   Annual   Support   Services   Fee** |   |
|-----------------|--------|--------------------|------------|---------------|------------|---------------------------|-----------|------------------------------------------|--------|-----------------------------------------------|--------|
| **[***]**       |   | **[***]**          | ** ** | **[***]**     |       | $                         | $         | [***]                                    |   | $                                             | [***]  |   | $ | [***] |   |
| **[***]**       |   | **[***]**          |       | $             | [***]      |                      | $         | [***]                                    |   | $                                             | [***]  |   | $ | [***] |   |
| **[***]**       |   | **[***]**          |       | $             | [***]      |                      | $         | [***]                                    |   | $                                             | [***]  |   | $ | [***] |   |
| **Total**       |   |               | ** ** |          | ** ** | **$**                     | **[***]** | ** **                               |   | ** **                                    | **$**  | **[***]** | ** ** |
|                 |        |                    |            |               |            |                           |           |                                          |        |                                               |        |  |  |  |  |  |

 

(a)                                  Clientshall purchase an Enterprise site license of CSCS.  Client may use an **[***]**number of licenses at any site, including affiliates processing on the FiservCustom Outsourcing Solution.  TheEnterprise license includes both the Inbound Module and the Sales GeneratorModule.

 

(b)                                 Clientshall be billed $**[***]** of thelicense fee upon contract execution, $**[***]**iInJuly 2003, and $**[***]** in July2004.

 

(c)                                  TheSupport Services fee is billed annually in January.  Based on a **[***]**Conversion Date, first year’s Annual Support Services fee will be billed atconversion and will be **[***]** thequoted fee or $**[***]**.  In **[***]**,Fiserv shall invoice Client for the **[***]**year’s Annual Support Services fee at **[***]**the quoted Annual Support Services Fee, or $**[***]**.  Beginning in **[***]**, the **[***]**Annual Support Services fee shall be invoiced.

 

3.                                       ImplementationServices and Fees.

 

(a)                                  ImplementationServices.  Fiserv shall provide thefollowing implementation services:

 

(i)                                     DedicatedProduct Specialist to manage the complete project.  Development of a customized Implementation Task Plan created andmaintained throughout the implementation. Coordination of Fiserv resources and periodic conference calls withclient and any third party provider, to review and discuss the implementation.

 

(ii)                                  Providea customized database server hardware configuration recommendation.

 

(iii)                               Twodays on-site installation and configuration of the **[***]** Database, CSCS and AHDE Application software by aDatabase Technician.

 

(iv)                              Technicaltraining for the Clients PC Support group, including installation of CSCS onthe desktop.

 

(v)                                 Systemstraining on the CSCS Security Manager Module with training manuals.

 

(vi)                              Systemtraining on the CSCS Inbound Module with training manuals. Application trainingby a Product Specialist using a train-the-trainer approach.

 

(vii)                           Workflowdesign training, workflow documentation review sessions and consultationthroughout the implementation process.

 

(viii)                        Beforeimplementation begins, Client agrees to have the site, LAN and workstationsprepared for the Database Technician and Product Specialist.  In the case of reasonably unforeseeableClient computing environment problems, Client agrees to pay for additionalservices at the Fiserv then current

 

49

----

 

Professional Services rates (4 hour minimum).  Client shall ensure that its trainees haveprior Windows training and knowledge as a prerequisite for CSCS Training.

 

(b)                                 ImplementationServices Fee.  The ImplementationServices Fees for CSCS for WindowsTM  Inbound Module is $**[***]**;CSCS Sales Generator is $**[***]**;and **[***]** is $**[***]**.   Fiserv shall also bill Client for all out-of-pocket expenses incurred.

 

4.                                       SupportServices.  Support Servicesincludes:

 

(a)                                  TelephoneSupport.  Telephone support isavailable for 2 CSCS System Coordinators designated by Client, during normalbusiness hours.  Dial in access isrequired for certain support services and will be subject to Client’s securitypolicies and procedures.  If dial inaccess is denied by Client and telephone assistance is required, there will bea $**[***]** per hour charge.

 

(b)                                 LicensedProgram Upgrades.  Client willreceive all Licensed Program upgrades or updates including host related changeswithout additional charge.

 

(c)                                  ApplicationOptimization Review Sessions.  Asenior Project Consultant will conduct a 2-day visit, two times per year attimes reasonably convenient for Client. The Consultant reviews how the CSCS suite of products is being utilizedat the Client site(s). During the review the Consultant:

 

(i)                                     Evaluatescurrent use of system for maximum efficiency.

 

(ii)                                  Assessesusage of host systems or other interfacing applications

 

(iii)                               Providesrecommendations to help the Client more efficiently meet sales and serviceobjectives.

 

(iv)**                             **Aftereach on-site review, the Client will receive a report outlining the Fiservrecommendations on how to achieve maximum benefit from the CSCS suite ofproducts.

 

(d)                                 CSCSRelationship Manager.  The CSCSRelationship Manager serves as a facilitator to handle the Clients criticalissues and provides direct channel to work toward the Clients strategicobjectives. The CSCS Relationship Manager will:

 

(i)                                     Schedulesregular contact and on-site meetings to discuss CSCS development activities andproduct direction.

 

(ii)                                  Providesa forum to discuss the Clients strategic initiatives and Customer RelationshipManagement (CRM) goals.

 

(iii)                               Evaluatesapplication reports and provide follow-up recommendations in an effort to helpthe Client set objectives toward optimal use of the system.

 

(iv)                              Servesas an escalation point for service-driven issues

 

(v)                                 Presentsopportunities to participate in benchmark studies, comparing performance ofsimilar organizations.

 

5.                                       ThirdParty Hardware and Software.

 

(a)                                  RequiredSoftware.  One copy per workstationof **[***]** is required toeffectively run this software.  Clientis required to obtain the version of each third party software system supportby Fiserv.  Terminal emulation softwarecurrently supported are **[***]**.  One copy of **[***]** is required for **[***]**.

 

(b)                                 OptionalSoftware.  Internet Explorer by Microsoftto access the internet or intranet.

 

6.                                       ThirdParty Hardware.  Client shallpurchase directly from third party or contract with Fiserv to purchase adedicated Database Server with a minimum configuration as described in 7(a)(iv)hereto.

 

7.                                       Hardwareand Software Specifications.

 

(a)                                  HardwareSpecifications.  The following arethe minimum hardware specifications to operate CSCS in a networked environment:

 

(i)                                     Workstation.  Pentium/500 MHz, 256 MB RAM, 150 MB harddisk available, SVGA monitor (800 x 600), mouse keyboard.

 

(ii)                                  FileServer.  Pentium/500+MHz, 64 MB RAMplus 3 MB per concurrent running workstation, 4.3 GB hard drive (requires atleast 850 MB available), SVGA monitor (800 x 600), keyboard, mouse.

 

(iii)                               CommunicationsServer.  Pentium 300 MHz, 64 MB RAM,500 MB fixed disk available (mirrored drives recommended), SVGA color monitor(800 x 600), keyboard, mouse.

 

50

----

 

(iv)                              DatabaseServer. Pentium III/800 MHz, 1 GB RAM for up to 100 users and 2 GB for101-500 users, RAID 5 with Online Spare (minimum of 4 matching drives), 4 18.2GB Pluggable Universal Ultr2 SCSI 10 K RPM Hard Drive, 32x CD-ROM, SVGA monitor(800 x 600), mouse keyboard, and tape backup unit.

 

(v)                                 Printers.  HP5, HP5P, HP5SI, HP6P

 

(b)                                 SoftwareSpecifications.  The followingsoftware specifications are required:

 

(i)                                     Workstation.  **[***]**.

 

(ii)                                  FileServer.  Operating System:**[***]**.

 

(iii)                               CommunicationsServer.  **[***]**.

 

(iv)                              Database.  **[***]**.  One User Access License is required per workstationto access either the CSCS Inbound Module or CSCS Sales Generator Module, orboth applications on the same workstation.

 

(v)                                 **[***]**.

 

(c)                                  ConfigurationChanges.  The hardware and softwarespecifications are subject to change based on enhancements to the LicensedProgram or a required third party system.

 

51

----

# Exhibit F-4 – ReturnItems Control System

Fiserv hereby grants and Client hereby accepts a non-exclusive,non-transferable license to use the Return Item Control System (RICS) forWindowsTM****software using thefollowing terms and conditions.

 

1.                                       LicensedProgram(s).  The Licensed Programincludes the Return Item Control System for WindowsTM and the Automated HostData Exchange (AHDE) system.  RICS storesinformation in an **[***]** andinterfaces to 1 core processing system to retrieve name and address informationand process on-line memo post debits in the amount of the return item viaAHDE.  The upload program is astandalone utility program that reads the RICS decision database file andprocess on-line monetary debits in the amount of the item and fee viaAHDE.  AHDE requires a supported **[***]**. Use of and access to RICS is permitted only from a workstation with alicensed copy of RICS. RICS is multi-bank enabled.

 

2.                                       Licenseand Support Services Fees.

 

(a)                                  Fees.  The following table outlines the License andSupport Services fee structure agreed by the parties:

 
| **Licensed Program**                                       |   | **Units** |   | **Per Unit Fee** |   | **Total****Fee** |       | **Unit  Support  Services Fee** |      | **Annual  Support  Services Fee** |   |
|------------------------------------------------------------|--------|-----------|--------|------------------|--------|------------------|------------|---------------------------------|-----------|-----------------------------------|--------|
| Return Item  Control System (“RICS) for WindowsTM |   | 1         |   | $                | [***]  |             | $          | [***]                           |      | $                                 | [***]  |   | $ | [***] |   |
| **[***]**                                                  |   | 1         |   | $                | [***]  |             | $          | [***]                           |      | $                                 | [***]  |   | $ | [***] |   |
| **Total**                                                  |   |      |   | ** **       |   |             | ** ** | **$**                           | **[***]** | ** **                        |   | ** ** | **$** | **[***]** | ** ** |
|                                                            |        |           |        |                  |        |                  |            |                                 |           |                                   |        |  |  |  |  |  |

 

(b)                                 SupportServices.  Support services includesupport via telephone and dial in access, as well as Licensed Program upgradesand related host changes.  Dial inaccess is required for support services. Dial in access will be subject to Client’s security policies andprocedures.  If dial in is denied, therewill be $**[***]** per hour charge fortelephone assistance.  Support forClient RICS users other than Client’s designated RICS Coordinators shall bebillable to Client at the Fiserv then current Professional Services rates(minimum 1/2 hour).

 

(3)                                  ImplementationServices and Fees.  Fiserv shallprovide Client with the following implementation services.

 

(a)                                  ImplementationServices.  Fiserv shall provide thefollowing implementation services:

 

(i)                                     Periodicconference calls with client and any third party provider, to review anddiscuss the implementation.

 

(ii)                                  Onecopy of the User and Technical Reference Manuals.

 

(iii)                               Oneday on-site installation and configuration of the **[***]** and RICS software by a Database Technician.

 

(iv)                              Fourdays on-site RICS application training by a Product Specialist using aTrain-the-Trainer approach.  Trainingalso includes customization of the RICS software within Clients parameters.

 

(v)                                 Fivedays of post training telephone support prior to the turn over to the CustomerServices Department for ongoing support.

 

(vi)                              Clientagrees to have the site, LAN, and workstations prepared for the RICS DatabaseTechnician and Product Specialist.  Ifunprepared or if unforeseen Client computing environment problems arediscovered, Client agrees to pay for such additional services at the Fiservthen current Professional Services rates (4 hour minimum).  Client shall ensure that its trainees haveprior Windows training and knowledge as a prerequisite for training.

 

(b)                                 ImplementationServices Fees.  ImplementationServices Fee of $**[***]** shallpayable by Client to Fiserv upon commencement of the services.  Additional days of service, if necessary,will be provided at $**[***]** per dayplus expenses.

 

4.                                       Third-partySoftware.  RICS requires one copy of**[***]** and one copy of **[***]**. Client is responsible to purchase and install software.

 

5.                                       Print.  RICS prints to a laser printer on either thenetwork or directly connected to the RICS workstation.  RICS prints customer advices on 8.5x11 inchperforated paper and reports on stock paper. Fiserv recommends a dedicatedlaser printer be assigned for the RICS application.

 

52

----

 

# Exhibit F-4 – FiservIntegrated Desktop Requirements

|         |   | **LiNX Only** |   | **LiNX  FAST Sales** |   | **LiNX  FAST Sales  CSCS** |   | **LiNX  FAST Sales  CSCS  InformEnt** |   | **LiNX  CSCS  InformEnt** |   |
|--------------|--------|---------------|--------|----------------------|--------|----------------------------|--------|---------------------------------------|--------|---------------------------|--------|
| Memory       |   | 256MB         |   | 256B                 |   | 256MB                      |   | 256MB                                 |   | 256MB                     |   |
| MHZ          |   | 667Mhz        |   | 667Mhz               |   | 667Mhz                     |   | 667Mhz                                |   | 677Mhz                    |   |
| Disk Space   |   | 150MB         |   | 150MB                |   | 150MB                      |   | TBD                                   |   | TBD                       |   |
| Video Memory |   | 2MB           |   | 2MB                  |   | 2MB                        |   | 2MB                                   |   | 2MB                       |   |

 

Note:  These requirements are designed for anaverage response time of **[***]**.

 

53

----

 

# Exhibit G — CustomDevelopment

Client agrees with Fiserv as follows:

 

1.                                       Pre-conversionDevelopment Services**.** Fiserv will provide Client with modifications, enhancements, andcustomized programming services (“Development Services”) and associated itemsfor particular development projects as described in Attachment to Exhibit G -Development Project Estimates (each a “Development Project”).  All Development Services for DevelopmentProjects shall be performed in accordance with the procedures set forthbelow.  Any dates for performance aredependent upon the timely performance by each party of the tasks assigned underthe project plans for such Development Services.

 

(a)                                  BusinessRequirements List.  Client shallprovide Fiserv with all necessary information concerning its requirements forDevelopment Services in a Business Requirements List.  Fiserv shall review and suggest revisions to such BusinessRequirements List on a timely basis. The parties shall mutually agree in writing the final BusinessRequirements List for any such project, the date that the Development Projectshall be completed, and a time line for any phases of the Development Project.

 

(b)                                 FunctionalSpecifications.  DevelopmentServices shall be based upon specifications created by Fiserv and approved byClient as provided below:

 

(i)                                     Fiservshall develop Functional Specifications based on the Business Requirements Listfor Client’s written approval. Fiserv shall not be obligated to perform anyfurther development work until the Functional Specifications have been approvedin writing by Client, which approval shall be forthcoming within two weeks ofsubmission by Fiserv of Functional Specifications.

 

(ii)                                  Modifications,changes, enhancements, conversions, upgrades, or additions to the agreed uponwork beyond those stated in the Functional Specifications shall be added onlyupon mutual written agreement.  In theevent the parties agree to add any such items, the Functional Specificationsand applicable Project Plan shall automatically be modified to the extentnecessary to allow for the implementation or provision of the items.

 

(c)                                  ProjectPlan.  Fiserv shall develop aProject Plan for each Development Project based on the FunctionalSpecifications, subject to Client’s approval. Each such Project Plan shall contain a listing of the nature and timingof tasks for the project and a completion date for the Development Project(including the development of an acceptance test), some of which are to beperformed by Fiserv and some by Client. Fiserv shall utilize its commercially reasonable efforts to meet thedates set forth in the Project Plan or any replacement thereof.  Modifications and changes to the Project Planshall be only by mutual written agreement of the parties.

 

(d)                                 AcceptanceTest.  Fiserv shall prepare an“Acceptance Test” for the testing of each Development Project.  Client shall timely review the proposed AcceptanceTest.  The Acceptance Test shall beadopted once Client’s written approval is given, which approval (ordisapproval, if appropriate) shall be forthcoming within two weeks ofAcceptance Test availability.  Fiservshall promptly address any reasons for disapproval and resubmit the revisedAcceptance Test for Client’s review.

 

(e)                                  AcceptanceTesting.  Each Development Projectshall be deemed successfully completed by Fiserv upon the completion of theAcceptance Test or by the live operation and use of the Development Services inClient’s business.  Client agreespromptly to notify Fiserv in writing (and with reasonable particularity) uponconclusion of testing or earlier upon discovery of any specification non-conformitiesdisclosed by such testing.  Fiserv shallcorrect any specification non-conformities disclosed by such testing within areasonable time of Client’s notice.

 

(f)                                    EstimatedFees.

 

(i)                                     Fiservshall cover the costs of each Development Project as specified in Attachment toExhibit G - Development Project Estimates (“Development Fees”).

 

(ii)                                  Clientagrees, with prior notice and approval, to pay the actual and reasonable traveland living expenses of any Fiserv employees and Fiserv authorized contractorswho render services at any Client site in connection with each DevelopmentProject.  All expenses shall be itemizedon invoices submitted by Fiserv.

 

(iii)                               Fiservshall provide installation, conversion, or training to Client for theDevelopment Projects listed in Exhibit G.

 

(g)                                 Useof and Rights to Development Projects. Except for Client Information defined in Section 6(a)(i), allinformation, reports, studies, object or source code, flow charts, diagrams,and other tangible or intangible material of any nature whatsoever produced byor as a result of any of the Development Services and

 

54

----

 

Development Projects shall be the sole and exclusiveproperty of Fiserv or its corporate parent. Client shall be entitled to use the results of any Development Projectin accordance with the terms and conditions of the Agreement.

 

(h)                                 Rescheduling.  If Client is unable to provide access torequired facilities or personnel or is unable to meet its tasks assigned on aProject Plan in a timely manner, Fiserv will endeavor to reschedule tasks tominimize non-productive time.  All suchnon-productive time is chargeable to Client. If such non-productive time is expected to be significant, Fiserv willendeavor to reassign its personnel to other suitable work.  In this event, Client will not be chargedfor the time personnel were reassigned.

 

(i)                                     Pre-conversiondevelopment requiring accesses and support of third parties.  Client will assist Fiserv in the timelyarrangement of development review meetings with all third party membersnecessary to complete the integration and/or interfaces required for thePre-conversion Development defined in Attachment to Exhibit G.  Development costs, in addition to any tapefile or ongoing transmission charges imposed by these third party vendors, willbe the responsibility of Client.

 

2.                                       OngoingDevelopment Services.  AllDevelopment Services for ongoing Development Projects,  shall be performed in accordance with theprocedures set forth below.  Any datesfor performance are dependent upon the timely performance by each party of thetasks assigned under the project plans for such Development Services.

 

(a)                                  Requestfor Enhancement.  Client initiatesits request via Fiserv standard System Modification Request Form.  The form contains a request for informationnecessary to prepare a high-level estimate and the signature of two individualsauthorized to entail such expenditures.

 

(b)                                 RequestAssignment.  Fiserv assigns allinitiated requests to one of the following categories after review: (a)Targeted for release within the next 12 months, (b) Valid if funded by one ormore clients, (c) Strategically valid but not scheduled for a release withinthe next 12 months (project is accepted for future consideration by a focusgroup), (d) Canceled (not technically feasible or strategically valid).  Projects assigned a “c” category will bereviewed at a forthcoming focus group session at which time the projects may beprioritized or placed in inventory. Projects within the “d” category will result in client notification ofthe specific reasons for cancellation.

 

(c)                                  ReviewBoard.  Prior to communicating aformal response with the categorization of the request, the review board,comprised of members from Client Services, Relationship Management, and ProductDevelopment, will review and validate requests at the weekly meeting.  The client will receive a formal responsewithin 30 - 45 days of submission to Customer Service.  Clients may request an accelerated reviewfor critical items.

 

(d)                                 Validif Funded Category.   If a projectis categorized as “b” - valid if funded, the client will be offered the optionof requesting an estimate (for which there is a nominal charge) or placing therequest in inventory (subject to focus group review).  If an estimate is requested, Product Development will review theproject and assign it to one of the following groups (based on then-currentrate per hour):  Group 1:  fewer than 100 hours, Group 2:  100 - 250 hours, Group 3:  251 - 500 hours, Group 4:  501 - 750 hours, Group 5:  over 751 hours (a refined range is providedwithin the group category).

 

(e)                                  Thisestimate is communicated to the client with the categorization response.  The estimate is valid for 60 business days.

 

(i)                                     IfClient wishes to proceed, an individual authorized to make expenditurecommitments indicates approval by signing the preliminary estimate andreturning a copy to Fiserv with appropriate payment.

 

(ii)                                  Fiservwill provide the client with a definition document including detailed project estimatewithin 60 business days for projects assigned to Group 2, a minimum of 90 daysis required for projects assigned to Groups 3, 4, and 5; time frames varydepending upon the project’s requirements and complexity.

 

(iii)                               Clientwill sign off on the definition document and detailed project estimate; thedefinition and estimate are valid for 30 days.

 

(iv)                              Uponreceipt of the sign-off, Fiserv assigns a target release date.  All changes to the project’s definition,which are requested after sign-off, will be evaluated on a case-by-case basiswith regard to the effect on the target date and overall cost of the project.

 

(v)                                 Projectis coded and tested.  The funding clientis offered the opportunity to review test results.  Client will sign off on the project at least 30 days prior toimplementation

 

(vi)                              Projectis implemented according to the project plan schedule.

 

55

----

 

3.                                       EstimatedFees.

 

(a)                                  Theclient is billed $**[***]** forpreparation of an estimate when the estimate is sent.  If client proceeds with the project, the $**[***]** is credited to the total cost; if theclient does not proceed, the $**[***]**is non-refundable.

 

(b)                                 Initialpayment is due with approval letter and is equal to **[***]** of the high end of the estimate, which will be used tofund the detailed definition document.

 

(c)                                  Uponreceipt of the definition document sign-off, Fiserv bills Client **[***]** of the high end of the detailedestimate, which will be credited to the total cost of the project.

 

(d)                                 Uponcompletion of the project, Client is billed remaining amount from theauthorized estimate of the project.

 

(e)                                  IfFiserv fails to meet the targeted release date, the client is **[***]** of the total cost of the projectunless otherwise agreed.  This assumes thatno significant changes were requested post original definition or no issuesoutside of the control of Fiserv (e.g., third party vendor participation)precluded on-time delivery.

 

4.                                       Useof and Rights to Development Projects. All information, reports, studies, object or source code, flow charts,diagrams, and other tangible or intangible material of any nature whatsoeverproduced by or as a result of any of the Development Services and DevelopmentProjects shall be the sole and exclusive property of Fiserv or its corporateparent.  Client shall be entitled to usethe results of any Development Project in accordance with the terms andconditions of the Agreement.

 

5.                                       DevelopmentProject Termination.  At Client’ssole option, Client may terminate any Development Project upon 1 month priorwritten notice to Fiserv, provided that Client agrees to pay Fiserv for anyoutstanding Development Fees for Development Services rendered prior to theeffective date of termination.  In noevent shall Fiserv be liable for refund of any Development Fees already paid byClient as a result of such termination unless otherwise agreed.

 

6.                                       Rescheduling.   If Client is unable to provide access torequired facilities or personnel or is unable to meet its tasks assigned on aProject Plan in a timely manner, Fiserv will endeavor to reschedule tasks tominimize non-productive time.  All suchnon-productive time is chargeable to Client. If such non-productive time is expected to be significant, Fiserv willendeavor to reassign its personnel to other suitable work.  In this event, Client will not be chargedfor the time personnel were reassigned.

 

56

----

 

# Attachment to Exhibit G -Development Project Estimates

#  

1.                                       Fiservand Client agree that certain interfaces to the Fiserv System shall bedeveloped and certified before the Conversion Date.  The fee for such development and certification services shall bebased on actual hours times $**[***]**per hour.  For those projects identifiedhereunder as Section 3, the total fee shall not exceed $**[***]**. Fiserv and Client agree toprioritize projects as High, Medium, and Low priority.  High priority projects shall have a TargetDate to be delivered and ready for testing 90 days prior to the Conversion Date;Medium priority projects shall have a Target Date to be delivered and ready fortesting 60 days prior to the Conversion Date; Low priority projects shall havea Target Date to be delivered and ready for testing 60 days prior to theConversion Date.

 

2.                                       Inthe event that Fiserv fails to meet an established Target Date, no penaltyshall be assessed.  However, in theevent that any project prioritized as High, Medium, or Low is not fullyfunctional as designed on the Conversion Date and such default is solely theresponsibility of Fiserv, Client shall receive credits against charges due toFiserv as follows:

 

(a)                                  ForHigh priority projects, the credit shall be $**[***]**per business day, per project until fully functional.

 

(b)                                 ForMedium priority projects, the credit shall be $**[***]** per business day, per project until fully functional.

 

(c)                                  ForLow priority projects, the credit shall be $**[***]**per business day, per project until fully functional.

 

(d)                                 Inno event, however, shall the credits exceed an aggregate monthly amount of $**[***]**.

 

3.                                       Followingare the projects identified and the priority of each:

 

(a)                                  **[***]** Item Processing.  File transmissions in Fiserv standardformats will be tested and certified. Priority:  **[***]**

 

(b)                                   **[***]**Consumer Loan Origination.  A datastream transmission using the Fiserv standard loan origination interface, willbe certified.  Priority:  **[***]**

 

(c)                                  ElectronicReports (**[***]**).  File transmissions in the Fiserv standardformat will be established to either **[***]**or the **[***]**.  Priority: **[***]**

 

(d)                                 **[***]** Business Cash Management.  Batch file transmissions using standardNACHA format for inbound and standard BAI format for outbound will beestablished.  Priority:  **[***]**

 

(e)                                  MortgageLoan Origination.  A data streamtransmission, using the Fiserv standard loan origination interfacespecifications, will be certified to the **[***]**.  Priority: **[***]**

 

(f)                                    **[***]**General Ledger System.  The Fiserv standard interface will be mappedto the **[***]** and  tested during conversion.  Priority: **[***]**

 

(g)                                 **[***]** Lock Box Processing.  Fiserv will certify and test the lock boxtransmission during the conversion process. Priority: **[***]**

** **

(h)                                 **[***]**. Fiserv will provide the capability to view the **[***]** within FAST, CSCS, Telephone Banking,Internet Banking, and ATM.  Priority: **[***]**

** **

(i)                                     **[***]**. Standard export and import files — defined as the common set of data tosupport the specific business function of the interfaced system—  will be set-up from and to InformEnt.  Priority: **[***]**

 

(j)                                     **[***]** Sales Tracking and Reporting.  Standard export file — defined as the commonset of data to support the specific business function of the interfaced system—will be set-up from InformEnt. Priority:**[***]**

** **

(k)                                  **[***]** Commercial Loan Servicing.  Standard export file — defined as the commonset of data to support the specific business function of the interfaced system—will be set-up from InformEnt. Priority:  **[***]**

** **

(l)                                     **[***]** Asset/Liability System.  Standard export file — defined as the commonset of data to support the specific business function of the interfaced system—will be set-up from InformEnt. Priority:  **[***]**

 

4.                                       Fiservand Client agree that the following development projects will be completedbefore the Conversion Date.  The fee forsuch development and certification services shall be based on actual hourstimes $**[***]** per hour.  For those projects identified hereunder, thetotal fee shall not exceed $**[***]**.

 

57

----

 

(a)                                  **[***]**. Fiserv will interface the **[***]**Currency and Coin Dispenser to FAST, or another Currency and Coin Dispenser ofClient’s choice.  A decision isnecessary on or before August 23 in order for Fiserv to meet the Target Dateand Conversion Date.    Priority:  **[***]**

** **

(b)                                 **[***]**. Fiserv will interface the **[***]**Unclaimed Property System to the appropriate Custom Outsourcing Solution coreapplications.  Priority: **[***]**

** **

(c)                                  **[***]** Printer.  Fiserv will certify and test the **[***]** Printer during conversion.  Priority:**[***]**   To be certified by September 30.

 

5.                                       **[***]** Bill Payment.

 

(a)                                  Fiservwill develop an interface to the **[***]**BillPayment System, including an **[***]**,for use with both BankIT and FlexPhone. Fiserv will **[***]** the feeat $**[***]**.  Priority: **[***]**

 

(b)                                 Fiservand Client shall review development progress not more than **[***]** before the Conversion Date.  Should the parties mutually agree that theTarget Date will not be met, Client may elect to:

 

(i)                                     Convertto the Fiserv bill payment solution at no incremental one-time fee, or

 

(ii)                                  Convertto the Checkfree bill payment solution at the fees quoted in Exhibit H.

** **

6.                                       **[***]**. Fiserv shall provide an online interface from FAST to **[***]** for a fee **[***]**.  Priority:  **[***]**

 

7.                                       DefaultManagement System.  Fiserv will workwith Client to define Default Management capabilities to meet Client’sneeds.  Fiserv will also work with itsclient base to define the capabilities desired and conduct a market scan toidentify the appropriate course of action. In the event that Fiserv purchases or develops a Default ManagementSystem that is offered to its clients for a fee, Fiserv shall provide thesystem to Client at no fee.

 

8.                                       FullTruncation.  Fiserv will provide thecapability to truncate commercial loan and safe deposit transactions withinFAST and within the host applications to be delivered at the time thebrowser-based Contact Management System is released in production.

 

58

----

 

# Exhibit H – RemoteBanking Services

 

Client agrees with Fiserv as follows:

 

1.                                       Services.  Fiserv will provide Client the RemoteBanking Services (“Remote Banking Services”) specified in Exhibit H - 1.

 

2.                                       Fees.  Client shall pay Fiserv the fees and othercharges for the Remote Banking Services specified in Exhibit H - 2, or as otherwiseproposed by Fiserv and accepted by Client from time to time.

 

3.                                       Equipmentand Supplies.  Client shall obtainand maintain at its own expense such equipment and software as may be necessaryor appropriate to facilitate the proper use and receipt of the Remote BankingServices at Client location(s).  Clientshall be responsible for paying for all supplies to be used by Client inconnection with the Remote Banking Services.

 

4.                                       ServiceModifications.  Fiserv may modify,amend, or provide an appropriate replacement for any Internet and RemoteBanking Service, as indicated in Exhibit H - 1, at any time (i) to improve theService; or (ii) to facilitate the continued economical provision of suchService, provided that Client is duly notified at least 90 days in advance ofsuch replacement and gives approval, which Client shall not unreasonablywithhold.

 

5.                                       TrademarkLicense.  Client hereby grants toFiserv a non-exclusive, non-assignable right to use Client’s trademarks, tradenames, service marks, and service names (collectively “Trademarks”) inconnection with the Fiserv provision of Remote Banking Services hereunder.  Client will indemnify and hold harmlessFiserv, its officers, directors, employees, and affiliates against any claimsor actions arising out of the Fiserv use of Trademarks.

 

6.                                       RegulatoryCompliance.  Client shall use RemoteBanking Services only in conjunction with lawful purposes.  Client agrees not to use Remote BankingServices for any activities in violation of any laws or regulations, including,but not limited to, wrongful transmission of copyrighted material, sending ofthreatening or obscene materials, or misappropriation of exportation of tradeor national secrets.

 

7.                                       ClientWarranties.  Client represents andwarrants that (a) any work, content, or information (“Content”) provided toFiserv is either original or that Client has the legal right to provide suchContent; and (b) the Content does not impair or violate any intellectualproperty or other rights of Fiserv or any third party.  Client will indemnify and hold harmlessFiserv, its officers, directors, employees, and affiliates against any claimsor actions arising out of any breaches of the foregoing.  Client acknowledges that Fiserv shall notmonitor, review, or approve any Content. Client acknowledges that access to Remote Banking Services shall beacross public and private lines and that Fiserv has no control over such linesor the information available from non-Fiserv sources.

 

8.                                       Limitationof Liability.  Notwithstanding anyother provision to the contrary in this Agreement, any liability of Fiserv toClient for any liability, loss, damage, cost or agreement, or under-takinghereunder shall be limited to actual direct damages incurred by Client, but inno event shall the Fiserv aggregate liability exceed total fees paid by Clientfor the services resulting in such liability in the **[***]** period preceding the date the claim accrued.  The Fiserv aggregate liability for a defaultrelating to equipment or software shall be limited to the amount paid for theequipment or software.

 

59

----

 

# Exhibit H - 1  - Remote Banking Services Description

1.                                       Services.

 

(a)                                  Fiservwill provide Client, and its affiliates processing on the Custom OutsourcingSolution’s platform, access to Remote Banking Services via internet browserand/or Telephone Banking, to communicate with the Fiserv System.  Client’s customers may access and conductcertain business transactions to their enabled accounts from their PC(s) ortelephone(s).

 

(b)                                 Fiservwill provide the following functions:

 

(i)                                     Signon Authorization for BankIT and ManageIT

 

(ii)                                  AccountHistory for Demand and Savings accounts (Telephone, BankIT, ManageIT or OFX)

 

(iii)                               BillPayment Authorization (Telephone, BankIT, ManageIT or OFX)

 

(iv)                              E-mailinterface from customer to Client (if Client utilizes Fiserv as its InternetServices Provider)

 

(v)                                 AccountSummary for Demand, Savings, Time, Installment, Line of Credit, and MortgageBanking accounts

 

(vi)                              DirectAccess via OFX from either QuickenTM or MoneyTM

 

(vii)                           FundsTransfer (Telephone, BankIT, ManageIT or OFX)

 

(viii)                        StopPayments (Telephone, BankIT, or ManageIT)

 

(ix)                                CheckReorders (Deluxe or Harland) (Telephone, BankIT, or ManageIT)

 

(x)                                   Reports(detailed on Exhibit H - 3 hereto)

 

(xi)                                Transactionhistory downloaded to QuickenTM or MoneyTM in QIF format and WebConnect format(BankIT and ManageIT)

 

(xii)                             ACHOrigination via ManageIT

 

(xiii)                          WireTransfer Requests via ManageIT

 

(xiv)                         TelephoneBanking Disaster Recovery Services

 

(xv)                            TelephoneBanking VRU Monitoring

 

(c)                                  Uponreasonable request by Client and acceptance by Fiserv, Fiserv shall provideconversion services to Client.

 

(d)                                 Clientacknowledges and understands that Remote Banking Services may be subject tounavailability due to congestion or overload on public circuits supplied bythird parties or due to downtime by such third parties.

 

(e)                                  Fiservagrees to provide **[***]** CustomerSupport to Client.  “**[***]** Customer Support” is defined aswhereby Fiserv, during normal business hours, assists Client in resolvingcustomer support issues related to the normal operation of Remote BankingServices that Client is unable to adequately resolve directly with thecustomer.  The Fiserv sole obligation isto provide timely response to Client for requests for **[***]** Customer Support.  In no event is Fiserv obligated to contactor receive support calls from Client’s customers to provide support for RemoteBanking Services.

 

(f)                                    Aspart of the Fiserv one-time Remote Banking implementation fee, Fiserv shallprovide 3 days of on-site training, comprised of a general system overview,administration, and end user training in the use of Remote BankingServices.  Client acknowledges andagrees to reimburse Fiserv for reasonable travel, boarding, and meal expensesincurred for such on-site training. Client further acknowledges that additional training, projectmanagement, and consulting may be obtained from Fiserv at the rates specifiedin Exhibit H - 2.

 

(g)                                 Inthe event that there is a successful breach of Internet security, Fiserv shallimmediately notify Client of such breach.

 

(h)                                 Inthe event that either the Internet or Telephone Banking electronic channel isnot functional, Fiserv will immediately notify Client using the Code Redprocedures detailed in the Fiserv Partners In Excellence Manual.

 

60

----

 

2.             ClientResponsibilities.

 

(a)                                  Clientwill facilitate timely cooperation between any necessary third parties in orderfor Fiserv to provide Remote Banking Services.

 

(b)                                 Clientwill provide Fiserv the applicable domain name for Remote Banking Services, ifapplicable.

 

(c)                                  Clientwill establish a web site using Client’s vendor of choice using a Clientdesignated operable domain name.

 

(d)                                 Clientwill review and approve all applications for use of Remote Banking Services,using any validation procedures Client determines, in its sole discretion, arenecessary to ensure the financial integrity of a participating customer.

 

(e)                                  Clientis, and shall remain, solely and exclusively responsible for any and allfinancial risks, including, without limitation, insufficient funds, associatedwith each customer accessing Remote Banking Services.  Fiserv shall not be liable in any manner, for (1) merchant latecharges or (2) lost or misdirected customer bill payments, unless all Fiservmerchant setup policies and bill payment entry policies are followed by Clientand Fiserv commits a wrongful act or omission to its stated policy as definedin the Fiserv Bill Payment Operations Policy Manual. In no event shall theFiserv responsibilities for such penalties or late fees exceed $**[***]**. Client shall be responsible for any late charges imposed by merchants orpayees.  Client shall instruct users ofBill Payment Services that payments should be initiated in advance of the duedate by the number of days defined with the Fiserv Bill Payment OperationsManual in order to avoid the possibility of late payment and associated latecharges.

 

(f)                                    Clientacknowledges that Section 2 (e) will only apply if Client elects to use theFiserv back room operations facility for Bill Payment fulfillment.  If Client elects to perform this functionSection 2 (e) will not apply.

 

(g)                                 Clientwill use, and will instruct its customers to use, Remote Banking Services inaccordance with such reasonable rules as may be established by Fiserv from timeto time as set forth in any materials furnished by Fiserv to Client.

 

(h)                                 Clientassumes exclusive responsibility for the consequences of any instructions itmay give to Fiserv, for Client’s or its customers failures to properly accessRemote Banking Services in a manner prescribed by Fiserv, and for Client’sfailure to supply accurate input information, including, without limitation, anyinformation contained in an application.

 

(i)                                     Inthe event that Client elects to use the Fiserv back room facility for BillPayment fulfillment, Client will designate a bank settlement account to be usedfor the purposes of settling, in aggregate, the financial transactionsrequested via Remote Banking Services. Fiserv shall provide Client with details of the specific transactions,reported similarly as other transactions may be done, that were a result ofaccess to Remote Banking Services. Client shall be responsible for auditing and balancing of any settlementaccounts.

 

(j)                                     Inthe event that Client elects to use the Fiserv back room facility for BillPayment fulfillment, Client will verify and reconcile any out-of-balancecondition, and promptly notify Fiserv of any errors in the foregoing within 24hours (exclusive of weekends and applicable holidays) after receipt of theapplicable detail report(s) from Fiserv. If notified within such period, Fiserv shall correct and resubmit allerroneous files, reports, and other data at the Fiserv then standard charges,or at no charge, if the erroneous report or other data directly resulted from aFiserv error.

 

(k)                                  Clientis expressly prohibited from extending any warranty or warranties on the behalfof Fiserv to any person.

 

(l)                                     Clientappoints Fiserv as its agent with the sole discretion for the selection of aninterchange service for the Fiserv use in providing bill payment services andother similar third party services, which may, from time to time, become availableor be offered to Client as additional services.

 

(m)                               Clientagrees to provide first level customer support for Remote Banking Services withits customers.

 

(n)                                 Clientwill be responsible for the payment of all telecommunications expenses associatedwith Remote Banking Services.

 

(o)                                 Clientacknowledges and understands its responsibility and liability as they relate toClient’s access to the Internet.  Fiserv assumes no liability or control over the Internet access of itson-site systems and remote employee or affiliate access.

 

61

----

 

# Exhibit H - 2  - Remote Banking Services Fee Schedule

 
| **System or Service**                                      |   | **Unit Price** |   | **Description**                        |
|------------------------------------------------------------|--------|----------------|--------|----------------------------------------|
| **Deluxe/Harland  Internet Check Ordering Interface** |   |           |   |                                   |
| Implementation Fee                                         |   | $              | [***]  |                                   | Per Client |
| Annual  Maintenance                                        |   | $              | [***]  |                                   | Annual Fee - Billed in November for upcoming  year  - First Year - prorated |
| **Intrusion Attack Testing by Third  Party**               |   |           |   |                                   |
| Intrusion Attack  Testing                                  |   | $              | [***]  |                                   | Per test (72 hour advance notice to Fiserv is required) |
| Professional  Services                                     |   | $              | [***]  |                                   | Per hour 8AM to 5PM Eastern Time, Mon. through  Friday |
|                                                       |   | $              | [***]  |                                   | All other times |
| **Metavante  BankIt and OFX Interface**                    |   |           |   |                                   |
| Implementation Fee                                         |   | $              | [***]  |                                   | One-time per Institution |
| Account Processing Fee                                     |   | $              | [***]  |                                   | Per bill pay customer/month |
| Metavante Fees                                             |   | **[***]**      |   |                                   |
| **Checkfree  Interface**                                   |   |           |   |                                   |
| Implementation Fee                                         |   | $              | [***]  |                                   | One-time per Institution |
| Account Processing Fee                                     |   | $              | [***]  |                                   | Per bill pay customer/month |
| Checkfree Fees                                             |   | **[***]**      |   |                                   |
| **Electronic Banking**                                     |   |           |   |                                   |
| Flex-Phone VRU                                             |   | **[***]**      |   | Contact Relationship Manager for quote |
| Flex-Alert  (Automated VRU Monitoring Tool)                |   |           |   |                                   |
| -Implementation  Fee                                       |   | $              | [***]  |                                   | One-time/script |
| -One Call Per  Hour Feature                                |   | $              | [***]  |                                   | Annual fee |
| -One Call Per  Hour Feature With Third Call Option         |   | $              | [***]  |                                   | Annual fee |
| -Two Call Per  Hour Feature                                |   | $              | [***]  |                                   | Annual fee |
| -Two Call Per  Hour Feature With Third Call Option         |   | $              | [***]  |                                   | Annual fee |
| -Four Call  Per Hour Feature                          |   | $              | [***]  |                                   | Annual fee |
| -Four Call  Per Hour Feature With Third Call Option   |   | $              | [***]  |                                   | Annual fee |
| -Per Minute  Charge                                        |   | $              | [***]  |                                   | Per minute charge for dial out service |
|                                                       |   |           |   |                                   |
| Spanish Language                                           |   | $              | [***]  |                                   | One-time set up |
|                                                       |   | $              | [***]  |                                   | Per month |
| Portuguese Language                                        |   | $              | [***]  |                                   | Maximum one-time set-up |
|                                                       |   | $              | [***]  |                                   | Per month |
| Merchant Check Verification                                |   | $              | [***]  |                                   | One-time set up |
|                                                       |   | $              | [***]  |                                   | Per month |
| Branch / ATM Locator                                       |   | $              | [***]  |                                   | One-time set up |
|                                                       |   | $              | [***]  |                                   | Per month |
| Elan Bank Activation                                       |   | $              | [***]  |                                   | One-time set up |
|                                                       |   | $              | [***]  |                                   | Per activation |
| Elan Bank Deactivation                                     |   | $              | [***]  |                                   | One-time set up |
|                                                       |   | $              | [***]  |                                   | Per month |

 

62

----

 
| **System or Service** |   | **Unit Price** |   | **Description** |
|-----------------------|--------|----------------|--------|-----------------|

 
| Interim  Statement                     |   | $      | [***]  |   | One-time set up                                                                                  |
|----------------------------------------|--------|--------|--------|--------|--------------------------------------------------------------------------------------------------|
|                                   |   | $      | [***]  |   | Per month                                                                                        |
| Account History  via Fax               |   | $      | [***]  |   | One-time set up                                                                             |
|                                   |   | $      | [***]  |   | Estimated hardware cost                                                                          |
|                                   |   | $      | [***]  |   | Per month                                                                                        |
| CTI Enable VRU  Only                   |   | $      | [***]  |   | One-time set up                                                                                  |
|                                   |   | $      | [***]  |   | Per month                                                                                        |
| Non-Bill Payment  Accounts             |   | $      | [***]  |   | Per customer/month                                                                               |
|                                   |   | $      | [***]  |   | Minimum account processing/month                                                                 |
| AutoOpen Feature                       |   | $      | [***]  |   | Per account opened                                                                               |
| **OFX**                                |   |   |   |   |                                                                                             |
| Certification  Fee                     |   | $      | [***]  |   | One time fee for certification of first Financial  Institution with Intuit                       |
| Implementation  Fee                    |   | $      | [***]  |   | One time fee per first Financial Institution                                                     |
| Maintenance Fee                        |   | $      | [***]  |   | Per year                                                                                         |
| Certification/Implementation  Fee      |   | $      | [***]  |   | One time per additional Financial Institution                                                    |
| Customer****Fee                        |   | $      | [***]  |   | Per customer/month fees are based on charging for  all customers registered for Internet Banking |
| **Internet Banking Services (BankIT)** |   |   |   |   |
| Internet Banking  License Fee          |   | $      | [***]  |   | One time fee                                                                                     |
| QIF Download  License Fee              |   | $      | [***]  |   | One time fee                                                                                     |
| Account  Processing Fees               |   |   |   |   |
| -  Retail Accounts                |   | $      | [***]  |   | Fixed fee for up to 20,000 customers                                                             |
|                                   |   | $      | [***]  |   | Fixed fee for 20,001 to 40,000 customers                                                         |
|                                   |   | $      | [***]  |   | Fixed fee for 40,000 to 60,000 customers                                                         |
|                                   |   | $      | [***]  |   | Fixed fee for over 60,000 customers                                                              |
|                                   |   |   |   |   |
| Secure E-mail  Message Forms           |   |   |   |   |
| -  Implementation Fee             |   | $      | [***]  |   | Per financial institution                                                                        |
| -  Maintenance Fee                |   | $      | [***]  |   | Per bank/month                                                                                   |

 

63

----

 
| **System or Service**                             |   | **Unit Price** |   | **Description**                                        |
|---------------------------------------------------|--------|----------------|--------|--------------------------------------------------------|
| **Bill Payment Services - Option 1**              |   |           |   | **Bill payment with Client handling  the back office** |
| Bill Payment Services Option 1 Implementation Fee |   | $              | [***]  |                                                   | One time fee |
| Merchant Add/Change/Delete Database               |   | $              | [***]  |                                                   | One time fee |
|                                              |   | $              | [***]  |                                                   | Recurring monthly maintenance fee |
| Account  Processing Fees                          |   |           |   |                                                   |
| -  Telephone Banking Only Customer           |   | $              | [***]  |                                                   | Per customer/month |
| -  Telephone & Internet Banking Customer |   | $              | [***]  |                                                   | Per customer/month |
| -  Bill Payment Transactions                 |   | $              | [***]  |                                                   | Per transaction |
|                                              |   | $              | [***]  |                                                   | Minimum account processing fees/month |
|                                              |   |           |   |                                                   |
|                                              |   |           |   |                                                   |
| **Bill Payment Services - Option 2**              |   |           |   | **Bill payment with Fiserv handling  the back office** |
| Bill Payment Services Option 2 Implementation Fee |   | $              | [***]  |                                                   | One time fee |
| Digitized check signature (required)              |   | $              | [***]  |                                                   | Per digitized signature |
| Account  Processing Fees                          |   | $              | [***]  |                                                   | Per customer/month, includes up to 10 bill payments |
|                                              |   | $              | [***]  |                                                   | Per bill pay transaction over 10/month |
|                                              |   | $              | [***]  |                                                   | Minimum account processing fees/month |
| Postage,  Envelopes, Checks                       |   |           | [***]  |                                                   | Consumables billed directly to bank based on usage |
|                                              |   |           |   |                                                   |
| **Disaster  Recovery Call Activity**              |   |           |   | Monthly Recurring Fee for:                             |
| -  Call Activity Tier                        |   | $              | [***]  |                                                   | 0 – 750 Calls |
|                                              |   | $              | [***]  |                                                   | 751 – 10,000 Calls |
|                                              |   | $              | [***]  |                                                   | 10,001 – 15,000 Calls |
|                                              |   | $              | [***]  |                                                   | 15,001 – 20,000 Calls |
|                                              |   | $              | [***]  |                                                   | 20,001 – 30,000 Calls |
|                                              |   | $              | [***]  |                                                   | 30,001 – 40,000 Calls |
|                                              |   | $              | [***]  |                                                   | 40,001 – 50,000 Calls |
|                                              |   | $              | [***]  |                                                   | 50,001 – 60,000 Calls |
|                                              |   | $              | [***]  |                                                   | 60,001 – 80,000 Calls |
|                                              |   | $              | [***]  |                                                   | 80,001 – 100,000 Calls |
|                                              |   | $              | [***]  |                                                   | 100,001 – 120,000 Calls |
|                                              |   | $              | [***]  |                                                   | Each Additional 20,000 Calls |
| -  Implementation Fee                        |   | $              | [***]  |                                                   | Per Client |
| -  Telecommunications Fee                    |   | $              | [***]  |                                                   | Fee comprised of 800# Access, telecom usage for  shared VRU and Fiserv PBX usage |

 

64

----

 
| **System or  Service**                         |   | **Unit Price** |   | **Description**                 |                                                                                                                                                        |
|------------------------------------------------|--------|----------------|--------|---------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Internet  Services – Web Site Hosting** |   |           |   | **[***] Server Running Domino** |                                                                                                                                                        |
| Domain Name  Services                          |   |           |   |                            |                                                                                                                                                        |
| Implementation  Fee                            |   | $              | [***]  |                            | Fee for submitting application to the Internic Group  for securing a unique Domain Name.   Internic Group directly invoices for its on-going services. |   |
| Transfer/Modification                          |   | $              | [***]  |                            | Fee for modifying or transferring Domain Name                                                                                                               |   |
| Web Site  Standard Package                     |   | $              | [***]  |                            | Registration charge with client providing an  electronic copy of static HTML pages with graphics                                                            |   |
| Web Site  Statistics (Nettracker)         |   |           |   |                            |                                                                                                                                                        |
| Implementation  Fee                            |   | $              | [***]  |                            | Per client                                                                                                                                                  |   |
| Maintenance                                    |   | $              | [***]  |                            | Monthly                                                                                                                                                     |   |
| Monthly  Maintenance                           |   | $              | [***]  |                            | Per month under 20 mb                                                                                                                                  |   |
|                                           |   | $              | [***]  |                            | Per month under 40 mb                                                                                                                                       |   |
|                                           |   | $              | [***]  |                            | Per month each additional 5 mb                                                                                                                              |   |
|                                           |   |           |   |                            |                                                                                                                                                        |
| Add On Features                                |   | $              | [***]  |                            | Per form.   Client to provide a prototype of form.  Maximum 25 fields.                                                                            |   |
| Financial  Calculators                    |   |           |   |                            |                                                                                                                                                        |
| Implementation  Fee                            |   | $              | [***]  |                            | Per client                                                                                                                                                  |   |
| Maintenance                                    |   | $              | [***]  |                            | Monthly                                                                                                                                                     |   |
| Web Site  Modification                         |   | $              | [***]  |                            | Hourly —  one  hour minimum                                                                                                                       |   |
| **Internet  Services — Internet Access**  |   |           |   |                            |                                                                                                                                                        |
| Implementation  Fee                            |   | $              | [***]  |                            | One time/institution                                                                                                                                        |   |
| Monthly Access                                 |   | $              | [***]  |                            | Per seat/month                                                                                                                                              |   |
|                                           |   | $              | [***]  |                            | Monthly minimum                                                                                                                                             |   |
| E-Mail  Forwarding                             |   |           |   |                            |                                                                                                                                                        |
| Implementation  Fee                            |   | $              | [***]  |                            | One time/per institution                                                                                                                                    |   |
| Maintenance                                    |   | $              | [***]  |                            | Per month                                                                                                                                                   |   |
| E-Mail (On-Us)                                 |   | $              | [***]  |                            | Per box/ month                                                                                                                                              |   |
| Web Filter                                |   |           |   |                            |                                                                                                                                                        |
| Implementation  fee                            |   | $              | [***]  |                            | One time/institution                                                                                                                                        |   |
| Maintenance                                    |   | $              | [***]  |                            | Monthly maintenance                                                                                                                                         |   |
| WebConnect                                     |   |           |   |                            |                                                                                                                                                        |
| Implementation  Fee                            |   | $              | [***]  |                            | Per financial institution                                                                                                                                   |   |
| Maintenance                                    |   | $              | [***]  |                            | Per financial institution (annual)                                                                                                                          |   |
| Web Deposit New  Account Entry                 |   |           |   |                            |                                                                                                                                                        |
| Implementation  Fee                            |   | $              | [***]  |                            | One-time/financial institution                                                                                                                         |   |
| Maintenance                                    |   | $              | [***]  |                            | Annual maintenance/without FAST                                                                                                                             |   |
|                                           |   | $              | [***]  |                            | Annual maintenance/with FAST                                                                                                                                |   |

 

65

----

 
| **System or  Service**                   |   | **Unit Price** |   | **Description** |                            |
|------------------------------------------|--------|----------------|--------|-----------------|---------------------------------|
| Dynamic IP  Addressing                   |   |           |   |            |                            |
| Implementation  fee                      |   | $              | [***]  |            | One time/institution            |   |
| Maintenance                              |   | $              | [***]  |            | Per month                       |   |
| Secure Socket  Server                    |   |           |   |            |                            |
| Implementation  fee existing server      |   | $              | [***]  |            | One time/institution            |   |
|                                     |   |           |   |            |                            |
| **On-line  Merchant Processing**         |   |           |   |            |                            |
| Existing Bill Pay Clients:               |   |           |   |            |                            |
| Implementation  Fee                      |   | $              | [***]  |            | One time/institution            |   |
| Monthly Fee                              |   | $              | [***]  |            | Per merchant on file per month  |   |
|                                     |   | $              | [***]  |            | Monthly minimum per institution |   |
| New Bill Pay Clients:                    |   |           |   |            |                            |
| Implementation  Fee                      |   | $              | [***]  |            | One time/institution            |   |
| Monthly Fee                              |   | $              | [***]  |            | Per merchant on file/month      |   |
|                                     |   | $              | [***]  |            | Monthly minimum/institution     |   |
|                                     |   |           |   |            |                            |
| **Web  Account Manager (ManageIt)**      |   |           |   |            |                            |
| Existing IBS  Clients:                   |   |           |   |            |                            |
| Implementation  Fee                      |   | $              | [***]  |            | One time/institution            |   |
| Monthly Fee                              |   | $              | [***]  |            | Per customer/month/institution  |   |
|                                     |   | $              | [***]  |            | Monthly minimum/institution     |   |
| Non-IBS Clients:                         |   |           |   |            |                            |
| Implementation  Fee                      |   | $              | [***]  |            | One time/institution            |   |
| Monthly Fee                              |   | $              | [***]  |            | Per customer/month/institution  |   |
|                                     |   | $              | [***]  |            | Monthly minimum/institution     |   |
| ACH Origination:                         |   |           |   |            |                            |
| Implementation  Fee                      |   | $              | [***]  |            | One time/institution            |   |
| Number of  Commercial Customers          |   | $              | [***]  |            | Per customer                    |   |
| ACH Origination  Debit                   |   | $              | [***]  |            | Per transaction                 |   |
| ACH Origination  Credit                  |   | $              | [***]  |            | Per transaction                 |   |
| ACH Originated —  Tax Payment (TXP) |   | $              | [***]  |            | Per transaction                 |   |

 

66

----

 

# Exhibit H - 3 - RemoteBanking System Reports

 
| **Report No.**                              |   | **Report  Name**                                    |   |
|---------------------------------------------|--------|-----------------------------------------------------|--------|
| *Telephone Banking (Host-Based)  Reports*   |   |                                                |   |
| TB320-01                                    |   | Merchant Payment History Report                     |   |
| TB320-01                                    |   | Valid Transfer Report                               |   |
| TB335-02                                    |   | Settlement Totals Report                            |   |
| TB500-05                                    |   | Customer Transaction History Report                 |   |
| TB700-06                                    |   | Merchant Directory Report                           |   |
| TB720-08                                    |   | Merchant Profile Report                             |   |
| TB310-13                                    |   | Transfer/Bill Payment Directory                     |   |
| TB320-14                                    |   | Merchant Payment Checks                             |   |
| TB320-15                                    |   | Check Register Report/Additional Check Pages        |   |
| TB320-16                                    |   | Merchant Notice of Deposit/Notice of Transit to ACH |   |
| TB320-17                                    |   | Payment/Transfer Exception Report                   |   |
| TB350-20                                    |   | Merchant Verification Form Report                   |   |
| TB410-21                                    |   | Customer Usage Report                               |   |
| TB600-26                                    |   | Annual Payment Summary Report                       |   |
| TB600-27                                    |   | Annual Summary Exception Report                     |   |
| TB310-30                                    |   | NSF Notices Report                                  |   |
| TB310-31                                    |   | Merchant Verification Exception Report              |   |
| TB750-36                                    |   | Active/Inactive Report                              |   |
| TB250-39                                    |   | Customer Batch Update Report                        |   |
| TB250-40                                    |   | Customer Batch Update Exception Report              |   |
| TB255-41                                    |   | Merchant Batch Update Report                        |   |
| TB255-42                                    |   | Merchant Batch Update Exception Report              |   |
| TB265-43                                    |   | Return Item Report                                  |   |
| TB400-09                                    |   | Purged Accounts Report                              |   |
| TB430-19                                    |   | Branch Customer Report                              |   |
| TB720-48                                    |   | Purged Merchant Report                              |   |
| TB725-46                                    |   | Purged Merchant History Report                      |   |
| TB565-49                                    |   | Electronic Banking Statistics                       |   |
| *Internet Banking (Browser-Based)  Reports* |   |                                                |   |
| n/a                                         |   | NetTracker Reports                                  |   |

 

67

----

 

Exhibit H - 4 –Implementation Guidelines

 

1.                                       Clientagrees that Fiserv is limiting the implementation effort to features describedin Exhibit H - 2 and initialed by Client. Upon signing of this Agreement, an Implementation Questionnaire will beprovided to Client that details Client’s setup and branding options.  Additional customization or the installationof features that are not defined by this Exhibit H or the ImplementationQuestionnaire is considered “Custom Development” and is billable at the ratesspecified in Exhibit H - 2.   Ifadditional customization is required after Client and Fiserv have projected a“Live Date” for the service, Fiserv reserves the right to move the “Live Date”to a future available time slot or add the customization after the InternetBanking site is moved to the “live” environment.   Future customization will follow the established “EnhancementRequest” process defined by Fiserv.

 

2.                                       ClientInternet Banking site will be moved from a “test” environment to a “live”environment only after a completed Implementation Signoff is received byFiserv.  No changes to the site will beallowed until after the site has been moved to the “live” productionservers.   Fiserv requires a minimum of5 business days after Implementation signoff is received to move Client to “live”environment.

 

68

----

 

Exhibit H - 5 -Performance Standards

 

1.                                       ServiceLevel Commitments.  For purposes ofthe service level commitment categories set forth below, the described servicesshall be deemed to be “available” to Client if Fiserv’s computer system,including all hardware and software necessary to provide the Client with theServices contemplated by this Exhibit H, is available to accept and process allinput contemplated by this Exhibit from Client and necessary to provide theServices in question in accordance with the provisions of this Exhibit,including, without limitation, all representations and warranties set forth inthis Agreement.  All service levelscommitments shall be averaged over a calendar month.

 

(a)                                  RemoteBanking Services On—Line Availability. Fiserv shall make its Remote Banking on-line system available to Clientat least **[***]** of the timetwenty-four hours a day, excluding overnight batch processing, and excludingperiods of scheduled system maintenance, and excluding the Central ReferenceFile application on Sundays for the Auto Open function only.

 

(b)                                 InternetBanking Report Availability.  Fiservshall make its Internet Banking (NetTracker) reports available to Client at itsInternet Banking System server at least **[***]**of the time, twenty-four hours per day, excluding overnight batch processingand excluding scheduled system maintenance.

 

(c)                                  TelephoneBanking Report Availability.  Fiservshall make available to the Client at the Fiserv Output Print System or otheroutput distribution medium or product requested by Client and agreed by Fiserv,all Telephone Banking Reports, no later than 7:00AM CLT each business day or10:00AM CLT if such business day falls on the first calendar day of the month,provided that Client has completed transmission of the data to be used ingenerating such reports to Fiserv no later than 12:01AM CLT.  Fiserv shall provide such reports to theClient for the Telephone Banking Service in accordance with the above scheduleat least **[***]** of the time.

 

2.                                       Cure.  In the event that the Fiserv performance fails to meet theservice level commitments set forth in this Section, the Client shall notifyFiserv in writing of such failure and shall work with Fiserv to specificallyidentify the problem.  If a deficiencyis determined by the parties, Fiserv shall institute cure procedures.  If the deficiency is not cured within 90days, Fiserv shall institute **[***]** of the average Remote Banking Fee for thespecific service level commitment category until it is cured. The amount of thecredit shall be determined by multiplying **[***]** times the average **[***]**fees for the **[***]** prior to the deficiency. If any deficiencypersists for an **[***]** at a level **[***]**, or (ii) recurs,once cured, more than **[***]** during any 12 month period, upon receipt byFiserv of prior written notice, the Client may elect to terminate the RemoteBanking Service, without the payment of liquidated damages or other terminationcharges, upon payment of any fees or sums due pursuant to this Exhibit.   Fiserv agrees to cooperate with the Clientto achieve the deconversion schedule.

 

69

----

 

**ExhibitE-1**

 

Network Agreement

 

between

 

FISERV SOLUTIONS, INC.

Pittsburgh Center

912 Fort Duquesne Boulevard

Pittsburgh, PA 15222

 

and

 

Compass Bank

One Compass Place

New Bedford, MA  02740

 

 

February 28, 2002

 

 

Proprietary and Confidential

 

 

 

----

 

**1.             Overview**

 

The following Agreement is intended to define thenetwork design available for host access by Compass Bank (referred to herein as“you” or “Client”) to Fiserv.  Thisdocument reviews the costs associated with your selection for networkconnectivity.  Client’s choice ofconfiguration will be the key factor in determining the total cost of circuits,equipment and support.

 

The proposed solution includes a design constructed tomeet both your organization’s and Fiserv’s requirements for networkconnectivity.  Network design isincluded at no charge.

 

**Note**:  Host access fees and specific technicalstandards apply, regardless of the network provider.  If you do not select Fiserv as the network provider, Fiserv willprepare a document that lists the fees and technical standards associated withhost access.

 

The solution as proposed is valid for 90 calendardays.  After 90 days, the solution mustbe reviewed to insure accuracy.  Pricesare based on current rates and charges of the vendors and carriers involved inthis project and are subject to change. This network solution was custom designed for your organization. Itcomplies with Fiserv network performance and operations standards and may notbe copied or duplicated without the written consent of Fiserv.

 

Fiserv’s expertise in network connectivity products iswith **[***]** and **[***]** devices.  Fiserv has partnered with **[***]**as the primary carrier for circuits.  Assuch, these are Fiserv’s approved and recommended vendors of choice inconfigurations for which Fiserv will support, install, and manage the network.  Fiserv will also work with other carriersbased on client request.

 

There may be instances where client requirementsnecessitate connecting the network to a third party provider for delivery oraccess of data. This situation will be evaluated on a case-by-case basis to determinethe costs and service fees associated with the request.  Fiserv will support various options forNetwork Installation and Management Services.

** **

**2.             PaymentTerms**

 

The fees defined within this agreement are estimatesand are subject to the following considerations:

 

•                                          Pricechanges in circuits, services, and equipment provided by third parties;provided, however, that at all times, the prices charged by Fiserv forcircuits, services and equipment shall be no higher than the lowest price paidto Fiserv for similar circuits, services or equipment by any other Fiservclient.

•           Network configuration changes requested bythe client.

•           Deinstallation of current circuits mayresult in charges by third party vendors that will impact the cost of theproject.

•           Charges omitted through error.

•              Charges to meet the finalconfiguration requirements.

 

Your organization will be billed at the rates listedin the agreement at the time of circuit installation.  If actual vendor costs vary from this estimate, you will benotified of the change and billed accordingly. Notwithstanding the foregoing,without your written consent, our circuit and equipment charges and other feesshall **[***]** of the correspondingamount shown in Exhibit A.   In theevent that the network is not adequate to process core accounts in accordancewith the performance standards set forth in Exhibit H , Fiserv shall providesuch additional circuits and/or equipment as shall be necessary to make

 

Confidential andProprietary Material of Fiserv

 

1

----

 

the network adequate and, if such inadequacy resultedfrom the error, omission or action of Fiserv, Client shall be responsible for **[***]** of the circuit and equipment chargesand other fees identified in Exhibit A.

 

Fees for Fiserv services are due and payable uponreceipt of the invoice; provided, that Client may **[***]** of the extended one time fees described in Exhibit A until such time as the network hasbeen completely installed and accepted by Client. The invoice shall be mailedby the 10th day of each month to be received by Client no later thanthe 15th day of each month and will contain:

 

1.               Installation,purchase and configuration charges; one-half of these **[***]** will be billed within 30 days ofexecution of this agreement and one-half no less than 30 days after, but within60 days of execution.

 

2.               Monthly recurringfees; these will be billed the month in advance of the service month.

 

3.               Other feescalculable up to the date of the invoice.

 

4.               Sales or otherapplicable taxes.

 

Upon completion of the implementation and uponacceptance by Client, a comprehensive invoice will be provided, detailing allamounts billed and paid.  Upon receiptand review of this invoice, Client shall remit payment of **[***]**.

 

Fees for pass-through expenses, such as telephone,microfiche, courier, and other similar charges incurred by Fiserv on Client’sbehalf shall be billed to Client at cost. Such pass-through expenses may be changed from time to time uponnotification of a fee change from a vendor/provider.

 

Client shall have 60 days from the date of invoice tonotify Fiserv of a disputed amount, and Fiserv shall have 30 days from receiptof such notification to provide a response. In the event that the parties ultimately agree that a credit is due toClient, such credit shall also include payment of interest to Client, at thethen current prime interest rate, for the period between the date of the creditand the date the amount was originally debited.

 

In the event any amounts due (other than amountsreasonably in dispute) remain unpaid beyond the 15th day after payment is due,client shall pay a late charge of **[***]**per month.

 

In the event that this Agreementis terminated other than as a result of a breach or failure by Fiserv, Fiservmay charge a termination fee based on the remaining unused term of thisAgreement, the amount to be determined by multiplying the monthly professionalservices fee times the remaining months of the term. This fee will be billed amonth before the disconnect date.  Bysigning this contract, Client has committed to a three year term from the dateof acceptance of the completed project by Client. In the event that a contractfor processing is subsequently executed by Fiserv COS and Client, this Agreementshall become coterminous with such contract.

** **

**3.             Services**

 

a.               Network SupportServices.  As described herein or atClient’s request, Fiserv shall provide Network Support Services (“NetworkSupport Services”) consisting of design, installation coordination, continuousproactive communication line monitoring and diagnostic systems, and supportpersonnel to discover, diagnose, repair, or report line problems to theappropriate telephone company. Network Support Services shall be rendered fromFiserv premises.  Off-premise supportwill be provided upon Client’s request on an as available basis at thethen-current Fiserv time and materials rates, plus reasonable travel and livingexpenses.

 

2

----

 

b.              CommunicationsLines and Related Equipment.  Fiservshall order, on Client’s behalf, the installation of appropriate datacommunication lines and communications equipment at the Fiserv data center tofacilitate Client’s access to the Fiserv Services.  Client understands and agrees to pay such charges relating to theinstallation and use of data communications lines and communicationsequipment.  Except to the extent Fiservshall provide Network Support Services to Client, Fiserv shall not beresponsible for the reliability or continued availability of the telephonelines and/or communications equipment used to access the Fiserv Services.

 

c.               Completion Date.Fiserv shall complete the installation of the network at all locationscontemplated in Exhibit A within **[***]**after the execution of this Agreement. Any material delay or changes to the schedule caused by third party orClient or otherwise beyond the control of Fiserv shall relieve Fiserv of this **[***]** commitment.

 

**4.             AdditionalTerms**

 

a.               Material Breach.  Except as provided elsewhere in thisAgreement, either party may terminate this Agreement in the event of a materialbreach by the other party not cured within 90 days following written noticestating, with particularity and in reasonable detail, the nature of the claimedbreach.

 

b.              Arbitration.

 

i.                                          General.  Except with respect to disputes arising froma misappropriation or misuse of either party’s proprietary rights, any disputeor controversy arising out of this Agreement, or its interpretation, shall besubmitted to and resolved exclusively by arbitration under the rules thenprevailing of the American Arbitration Association, upon written notice ofdemand for arbitration by the party seeking arbitration, setting forth thespecifics of the matter in controversy or the claim being made.  The arbitration shall be heard before anarbitrator mutually agreeable to the parties; provided, that if the partiescannot agree on the choice of an arbitrator within 10 days after the firstparty seeking arbitration has given written notice, then the arbitration shallbe heard by 3 arbitrators, 1 chosen by each party and the third chosen by those2 arbitrators.  The arbitrators will beselected from a panel of persons having experience with and knowledge ofinformation technology and at least 1 of the arbitrators selected will be anattorney.  A hearing on the merits ofall claims for which arbitration is sought by either party shall be commencednot later than 60 days from the date demand for arbitration is made by thefirst party seeking arbitration.  Thearbitrator(s) must render a decision within 10 days after the conclusion ofsuch hearing.  Any award in sucharbitration shall be final and binding upon the parties and the judgmentthereon may be entered in any court of competent jurisdiction.

 

ii.                                       ApplicableLaw.  The arbitration shall begoverned by the United States Arbitration Act, 9 U.S.C. 1-16.  The arbitrators shall apply the substantivelaw of the State of Wisconsin, without reference to provisions relating toconflict of laws.  The arbitrators shallnot have the power to alter, modify, amend, add to, or subtract from any termor provision of this Agreement, nor to rule upon or grant any extension,renewal, or continuance of this Agreement. The arbitrators shall have the authority to grant any legal remedyavailable had the parties submitted the dispute to a judicial proceeding.

 

iii.                                    Situs.  If arbitration is required to resolve anydisputes between the parties, the proceedings to resolve the dispute shall beheld in Milwaukee, Wisconsin, or, in the alternative, Fiserv’s primary businesslocation.

 

3

----

 

c.               Insurance.  Fiserv carries the following types ofinsurance policies:

 

i.                                          ComprehensiveGeneral Liability in an amount **[***]**per occurrence for claims arising out of bodily injury and property damage;

 

ii.                                       CommercialCrime covering employee dishonesty in an **[***]**;

 

iii.                                    All-riskproperty coverage including Extra Expense and Business Income coverage; and

 

iv.                                   WorkersCompensation as mandated or allowed by the laws of the state in which theservices are being performed, including $**[***]**coverage for Employer’s Liability.

 

d.              Miscellaneous.

 

i.                                          BindingAgreement.  This Agreement isbinding upon the parties and their respective successors and permittedassigns.  Neither this Agreement nor anyinterest may be sold, assigned, transferred, pledged or otherwise disposed ofby Client, whether pursuant to change of control or otherwise, without theprior written consent of Fiserv.  Clientagrees that Fiserv may subcontract any of the Services to be performed underthis Agreement. Any such subcontractors shall be required to comply with all ofthe applicable terms and conditions of this Agreement.

 

ii.                                       EntireAgreement.  This Agreement,including its Exhibits, which are expressly incorporated herein by reference,constitutes the complete and exclusive statement of the agreement between theparties as to the subject matter hereof and supersedes all previous agreementswith respect thereto.  Modifications ofthis Agreement must be in writing and signed by duly authorized representativesof the parties.  Each party herebyacknowledges that it has not entered into this Agreement in reliance upon anyrepresentation made by the other party not embodied herein.  In the event any of the provisions of anyAddendum or Exhibit hereto are in conflict with any of the provisions of thisAgreement, the terms and provisions of this Agreement shall control unless theAddendum or Exhibit in question expressly provides that its terms andprovisions shall control.

 

iii.                                    Severability.  If any provision of this Agreement is heldto be unenforceable or invalid, the other provisions shall continue in fullforce and effect.

 

iv.                                   GoverningLaw.  This Agreement will begoverned by the substantive laws of the State of Wisconsin, without referenceto provisions relating to conflict of laws. By entering into this Agreement, Fiserv agrees that the Office of ThriftSupervision, FDIC, or other regulatory agencies having authority over Client’soperations shall have the authority and responsibility provided to theregulatory agencies pursuant to the Bank Service Corporation Act, 12 U.S.C.1867(C) relating to services performed by contract or otherwise. The UnitedNations Convention of Contracts for the International Sale of Goods shall notapply to this Agreement.

 

v.                                      ForceMajeure.  Neither party shall beresponsible for delays or failures in performance resulting from actsreasonably beyond the control of that party.

 

vi.                                   Notices.  Any written notice required or permitted tobe given hereunder shall be given by: (i) Registered or Certified Mail, ReturnReceipt Requested, postage prepaid; (ii) by confirmed facsimile; or (iii) bynationally recognized courier service to the other party at the addresseslisted on the cover page or to such other address or person as a party maydesignate in writing.  All such noticesshall be effective upon receipt.

 

4

----

 

vii.                                NoWaiver.  The failure of either partyto insist on strict performance of any of the provisions hereunder shall not beconstrued as the waiver of any subsequent default of a similar nature.

 

viii.                             FinancialStatements.  Fiserv shall provideClient and the appropriate regulatory agencies who so require a copy of Fiserv,Inc.’s audited consolidated financial statements.

 

ix.                                     PrevailingParty.  The prevailing party in anyarbitration, suit, or action brought against the other party to enforce theterms of this Agreement or any rights or obligations hereunder, shall beentitled to receive its reasonable costs, expenses, and attorneys’ fees ofbringing such arbitration, suit, or action.

 

x.                                        Survival.  All rights and obligations of the partiesunder this Agreement that, by their nature, do not terminate with theexpiration or termination of this Agreement shall survive the expiration ortermination of this Agreement.

 

xi.                                     Recruitmentof Employees.  Each party agrees notto hire the other party’s employees during the term of this Agreement and for aperiod of 6 months after expiration or termination except with prior writtenconsent of the other party.

 

**5.             Authorization/Acceptanceof Agreement**

 

This agreement is made on behalf of Fiserv andaccepted on behalf of** **CompassBank by the undersigned. Subject to the terms and conditions specified herein,Fiserv is authorized to proceed with the network implementation and ongoingsupport described herein and Compass Bank agrees to pay the fees and chargesdue hereunder. **[***]**

 
| FISERV SOLUTIONS, INC. | COMPASS BANK                  |   |
|------------------------|-------------------------------|--------|
|                   |                          |   |
| By:                    | /s/ THOMAS J. GORMAN          |   | By: | /s/ ARTHUR W. SHORT |   |
|                   | (Authorized Fiserv Signature) |   |   | (Authorized Client Signature) |   |
|                   |                          |   |   |   |   |
|                   | 2/27/02                       |   |   | February 27, 2002 |   |
|                   | (Date)                        |   |   | (Date) |   |
|                        |                               |        |  |  |  |  |

 

5

----

 

**6.             Applications**

 

This Network Design is intended to support thefollowing Applications (enter an X to choose):

 
| **o**  **[***]**      |   | **ý**  **[***]** |   | **ý**  **[***]** |   | **ý**  **[***]** |   | **ý**  **[***]** |   | **ý**  **[***]** |
|----------------------------|--------|----------------------------|--------|----------------------------|--------|----------------------------|--------|----------------------------|--------|----------------------------|
| **o**  **[***]**      |   | **ý**  **[***]** |   | **ý**  **[***]** |   | **o**  **[***]**      |   | **o**  **[***]**      |   | **ý**  **[***]** |
| **o** Other (provide list) |   |                       |   |                       |   |                       |   |                       |   |                       |

 

**7.             Notes**

 

a.               If this change isto upgrade existing facilities or move a location, the client is reminded tobudget for redundant circuit fees when applicable.

 

b.              At the completion ofan upgrade or relocation (when redundant circuits were required), it is theclients responsibility to submit a separate request to **[***]** (or fax to **[***]**) to disconnect these redundant facilities.  If the client does not receive aconformation from planning within 24 hours they are to assume that the originalrequest was not delivered properly.

 

6

----

 

**EXHIBIT A**

 

**SERVICES TO BE PROVIDED**

 

Fiserv will act as project manager on behalf of theclient for installation, network control and management. This agreementprovides for the network design, installation, and ongoing network monitoringand support to be completed by Fiserv as defined within this agreement.  The entire client Wide Area Network (WAN)will be monitored via Fiserv’s **[***]**monitoring product on a 7 x 24 basis by trained, on-site, networktechnicians.  The service provided byFiserv for this option includes:

 

1.             NetworkDesign Services

 

a)              Define requirementsand work with the client to determine the network needs at each site.

b)             Design all wide areanetwork connectivity requirements.

c)              Recommend abranch-to-gateway/server configuration.

d)             Recommend networkbackup and recovery options.

e)              Specify equipmenttypes and Permanent Virtual Circuit (PVC) bandwidth requirements.

f)                Recommend amethodology for disaster recovery.

g)             Create detailednetwork documentation and diagram.

 

2.             NetworkInstallation Services

 

a)              Coordination of allcircuit related installations and changes for the initial installation andongoing, which includes:

 

1.             Identify all ports and access speeds.

2.             Identify CIR and PVC requirements.

3.             Order circuits.

4.             Create a database identifying the requirements of eachbranch location.

5.             Establish D-mark locations with site contact andcarrier.

6.             Establish install dates with client and carrier.

7.             Inform site contacts of install dates and coordinatevisits.

8.             Work with carrier to have all circuits extended out ofthe wiring closets.

9.             Manage any schedule changes.

10.           Work through facility problems.

11.           Work through circuit problems(location and performance).

 

b)             Coordination of allhardware related installations and changes for the initial installation andongoing, which includes:

 

1.     Establish all equipment requirements in accordance with Fiservstandards.

2.     Establish all cable / pin-out requirements.

3.     Order all equipment.

4.     Create detailed network diagrams.

5.     Manage the shipping of all equipment to the proper locations.

6.     Establish equipment installation location with site contact.

7.     Schedule installation with vendor and site contact.

8.     Manage any schedule changes.

 

7

----

 

9.     Establish standards for equipment options.

10.   Configure and option all equipment.

11.   Resolve all hardware performance issues.

12.   Resolve all hardware/carrier trouble-shootingissues.

13.   Ensure error-free testing is achieved.

 

c)              Provide high-endrouter connectivity at the **[***]**,which includes hot spares for the backbone routers.

d)             Build a site profilefor each client location in the telecommunications inventory and problemmanagement system that identifies the circuits, hardware and site contact.

e)              Build icons andupdate all network management systems for each network addition and/or change.

 

3.             OngoingNetwork Monitoring

 

a)              Proactive NetworkManagement through the use of **[***]**.

b)             **[***]** with integration to **[***]**.

c)              Use of a problemmanagement system for tracking all outages and providing a historical databaseand trend analysis.

d)             Trouble shooting withthe use of high-end test equipment that includes, but is not limited to:

 

1.     **[***]**

2.     **[***]**

3.     **[***]**

 

e)              Traffic analysisthrough the use of **[***]**.

f)                Backup of allnetwork management systems **[***]**;backup of the router configurations after each change.

g)             Coordination with thecarrier, DSU, and router vendors to provide efficient service and performance.

h)             Ownership of WANrelated issues, maintenance scheduling, and tracking of all problems until theyare resolved.

 

4.             Ongoing NetworkSupport

 

a)              Work with the clientto apply configuration changes if needed to efficiently run client and Fiservapplications. Fiserv warrants that (i) each Client branch contemplated in theinitial network described in Exhibit A may be reconfigured **[***]** without any change in equipment, and(ii) the initial network as described in Exhibit A will support the transactionvolumes set forth in the following table at service levels which satisfy therequirements described in Exhibit H.

 

8

----

 

**Core Application Volumes**

 
| **System/Service  Description**                                                             |   | **Unit of Measure** |   | **Monthly Volume** |
|---------------------------------------------------------------------------------------------|--------|---------------------|--------|--------------------|
| Account Analysis                                                                            |   | accounts            |   | **[***]**          |
| Account Reconcilement                                                                       |   | items               |   | **[***]**          |
| ACH Receiving                                                                               |   | transactions        |   | **[***]**          |
| ACH Origination -2 types P&H                                                            |   | transactions        |   | **[***]**          |
| WAN                                                                                         |   | transactions        |   | **[***]**          |
| ACH FEDI Origination                                                                        |   | transactions        |   | **[***]**          |
| ACH Risk Processing                                                                         |   | companies           |   | **[***]**          |
| Bill Payment Customers (90% on Internet)                                                    |   | active  customers   |   | **[***]**          |
| Commercial Loans                                                                            |   | open  notes         |   | **[***]**          |
| Customer Relationships                                                                      |   | accounts            |   | **[***]**          |
| Customer Service/Back Office                                                                |   | workstations        |   | **[***]**          |
| Demand Deposits (Retail and Commercial)                                                     |   | accounts            |   | **[***]**          |
| General Ledger                                                                              |   | transactions        |   | **[***]**          |
| General Ledger                                                                              |   | accounts            |   | **[***]**          |
| Heloc/Overdraft Loans                                                                       |   | open  accounts      |   | **[***]**          |
| Internet Banking Commercial                                                                 |   | active  customers   |   | **[***]**          |
| Internet Banking Retail                                                                     |   | active  customers   |   | **[***]**          |
| Internet Banking Bill Payment                                                               |   | active  customers   |   | **[***]**          |
| Microfiche Originals                                                                        |   | fiche  sheets       |   | **[***]**          |
| Microfiche Copies                                                                           |   | fiche  sheets       |   | **[***]**          |
| Mortgage Loans                                                                              |   | open  accounts      |   | **[***]**          |
| (INCLUDING INVESTOR LOANS SOLD -3779)                                                       |   |                |   | **[***]**          |
| On-Line Collections                                                                         |   | accounts            |   | **[***]**          |
| Platform Automation/Seats                                                                   |   | workstations        |   | **[***]**          |
| Retail Loans                                                                                |   | open  accounts      |   | **[***]**          |
| Retirement Planning (IRAs)(See Time  Below)                                                 |   | open  accounts      |   | **[***]**          |
| Safe Deposit Boxes                                                                          |   | open  accounts      |   | **[***]**          |
| Savings Deposits                                                                            |   | open  accounts      |   | **[***]**          |
| Telephone Banking Non-Bill Payment                                                          |   | active  accounts*   |   | **[***]**          |
| Telephone Banking Bill Payment                                                              |   | active  accounts*   |   | **[***]**          |
| Telephone Banking-By VRU                                                                    |   | transactions        |   | **[***]**          |
| Telephone Banking-By Agents                                                                 |   | transactions        |   | **[***]**          |
| Teller Automation/Seats                                                                     |   | workstations        |   | **[***]**          |
| Time Deposits (includes IRAs)                                                               |   | open  accounts      |   | **[***]**          |
|                                                                                        |   |                |   |               |
| Total number of opened and closed  accounts for savings and loan products on current system |   |                |   | **[***]**          |

 

9

----

 

b)             Coordinate memory andoperating system upgrades for all network hardware on an as needed basis.

c)              Administer securitywithin the wide area network.

d)             Perform ongoingstrategic planning with the client to insure future requirements are beingaddressed and prepared for.

e)              Provide a networkmanagement infrastructure that will be used to manage and support emergingtechnologies.

f)                Coordinate networkdisaster recovery planning and provisioning.

g)             Provide registered IPaddresses for network components.

 

5.                                       Fiservwill establish router passwords upon completion of the client networkinstallation.  Fiserv will have theright to apply filters and access lists necessary to maintain the security ofthe Fiserv network. Enabled passwords will not be available to the client. ** As part of our Network security policy, Fiservmaintains [***].**

 

6.                                       Asupport policy has been defined to implement client needed changes to routerconfigurations.  All changes will be **completedwithin 3 - 5 business days** from time of request.

 

7.                                       Fiservwill provide IP addressing for the routers that will include valid Internetaddresses that are part of the addressing scheme purchased **[***]**.  **[***]**.

 

8.                                       Theinstallation of a Wide Area Network may provide your institution with access tonew applications, and increased productivity. A few examples of  these  are:

 

**a)****              [***]**.

**b)****              InternetAccess**

**c)****              CentralizedGateways**- Centralizing Gateways at WAN Hubs may ease the burden ofmaintaining a Gateway at each location.

**d)****              ElectronicMail**-  A WAN may provide theability to carry E-Mail between each of your institutions locations.

**e)****              File/ Document Sharing**– A WAN can provide users in each site to accesscentrally located files or documents.

 

**9.****                                      Explanationof the Cost Structure** - The provisioning cost covers equipment,equipment installation, maintenance and monthly circuits.  Fiserv Professional Service fees apply tothe equipment setup services provided by Fiserv and Fiserv’s ongoing networkmonitoring.

 

Problem resolution mayrequire participation by the primary circuit carrier and third party hardwarevendors.  The following outlines theservice level management process with these vendors:

 

**a)****              [***]**provides maintenance coverage from 24 hour a day, seven days a week, with afour-hour response time commitment.

 

**b)**              The **[***]**to restore an outage of a PVC or Portwithin **[***]** after a Customer hasreported the issue and within **[***]** if a technician is required to be dispatched tothe Customer site.

 

10

----

 

**CostSummary**

 
| **Item**           |   | **Qty**   |       | **Unit Price** |       | **Extended Price** |       | **Install**      |       | **Extended  Install** |       | **Monthly** |       | **Extended  Monthly** |       | **One  Time** |       | **Extended  One Time** |       | **Monthly  Recurring** |       | **Extended  Monthly  Recurring** |       |
|--------------------|--------|-----------|------------|----------------|------------|--------------------|------------|------------------|------------|-----------------------|------------|-------------|------------|-----------------------|------------|---------------|------------|------------------------|------------|------------------------|------------|----------------------------------|------------|
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
|               |   |      | ** ** |           | ** ** |               | ** ** |             | ** ** |                  | ** ** |        | ** ** |                  | ** ** |          | ** ** |                   | ** ** |                   | ** ** |                             | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
|               |   |      | ** ** |           | ** ** |               | ** ** |             | ** ** |                  | ** ** |        | ** ** |                  | ** ** |          | ** ** |                   | ** ** |                   | ** ** |                             | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
|               |   |      | ** ** |           | ** ** |               | ** ** |             | ** ** |                  | ** ** |        | ** ** |                  | ** ** |          | ** ** |                   | ** ** |                   | ** ** |                             | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
|               |   |      | ** ** |           | ** ** |               | ** ** |             | ** ** |                  | ** ** |        | ** ** |                  | ** ** |          | ** ** |                   | ** ** |                   | ** ** |                             | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
|               |   |      | ** ** |           | ** ** |               | ** ** |             | ** ** |                  | ** ** |        | ** ** |                  | ** ** |          | ** ** |                   | ** ** |                   | ** ** |                             | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
|               |   |      | ** ** |           | ** ** |               | ** ** |             | ** ** |                  | ** ** |        | ** ** |                  | ** ** |          | ** ** |                   | ** ** |                   | ** ** |                             | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
|               |   |      | ** ** |           | ** ** |               | ** ** |             | ** ** |                  | ** ** |        | ** ** |                  | ** ** |          | ** ** |                   | ** ** |                   | ** ** |                             | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
|               |   |      |       |           |       |               |       |             |       |                  |       |        |       |                  |       |          |       |                   |       |                   |       |                             |       |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
|               |   |      | ** ** |           | ** ** |               | ** ** |             | ** ** |                  | ** ** |        | ** ** |                  | ** ** |          | ** ** |                   | ** ** |                   | ** ** |                             | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
|               |   |      | ** ** |           | ** ** |               | ** ** |             | ** ** |                  | ** ** |        | ** ** |                  | ** ** |          | ** ** |                   | ** ** |                   | ** ** |                             | ** ** |
| **[***]**          |   | **[***]** | ** ** | **[***]**      | ** ** | **[***]**          | ** ** | **[***]**        | ** ** | **[***]**             | ** ** | **[***]**   | ** ** | **[***]**             | ** ** | **[***]**     | ** ** | **[***]**              | ** ** | **[***]**              | ** ** | **[***]**                        | ** ** |
| **Total One Time** |   |      | ** ** |           | ** ** | **[***]**          | ** ** |             | ** ** | **[***]**             | ** ** |        | ** ** |                  | ** ** |          | ** ** | **[***]**              | ** ** |                   | ** ** |                             | ** ** |
| **Total Monthly**  |   |      | ** ** |           | ** ** |               | ** ** |             | ** ** |                  | ** ** |        | ** ** | **[***]**             | ** ** |          | ** ** |                   | ** ** |                   | ** ** | **[***]**                        | ** ** |
|               |   |      | ** ** |           | ** ** |               | ** ** | **Grand Totals** | ** ** |                  | ** ** |        | ** ** |                  | ** ** |          | ** ** |                   | ** ** |                   | ** ** |
|               |   |      | ** ** |           | ** ** |               | ** ** | **One Time**     | ** ** | **[***]**             | ** ** |        | ** ** |                  | ** ** |          | ** ** |                   | ** ** |                   | ** ** |

 

1)              Circuit installationfees **[***]**.  Any early termination penalties charged bythird party vendors will be passed to the client at Fiserv’s cost.

2)              Monthly circuit andPVC pricing includes estimated tax.  Taxon products and services, other than circuits, is not included in thisagreement.

3)              Usage fees for dialup services, such as ISDN, will be passed on to the client at Fiserv’s cost.

 

11

----

 

4)              Estimated insidewiring fees have been included. These fees are listed in the Cost Summary asinstallation fees associated with the circuits.  Inside wiring cost may be increased based on many factors.  Examples a products and services that couldincrease the inside wiring cost include, but are not limited to:

 

Racks

Rack Accessories

Surface Runway

Core drilling / WallPenetration / Sleeve / Fire Seal

Cabling outside of thescope of work

Mileage and lodgingcharges for remote sites

 

5)              Current third partydeinstallation charges, if any, are not included in the above agreement andwill be passed to the client at Fiserv’s cost.

 

**[***]**

 

12

----

 

**EXHIBIT B**

 

**PROBLEM RESPONSE AND NETWORK REPORTS**

**ProblemResponse**

 

Although Fiserv has made a huge commitment in toolsfor monitoring the network and host operating systems, not every performanceproblem will trigger an alert. Therefore, clients should report any network oroperational problem to Philadelphia Network Support as soon as it occurs.Network Support is the focal point for all operational issues; its goals arethe following:

 

1.     Network Support representatives will strive to keep thecall-on-hold queue time less than **[***]**before initial pick-up.

 

2.               Network Supportrepresentatives will perform first-level problem determination and resolvebasic issues during the client’s initial call.

 

3.               Network Supportrepresentatives will create a trouble ticket for all problems.  Problems that they cannot resolve will beescalated to the appropriate queue: the Network Support level 2 for allcommunication issues and Computer Operations for mainframe-related issues.

 

4.               Network Supportrepresentatives will ensure that for open problem tickets, there is dialog withthe client every **[***]** until theproblem is resolved (Monday through Friday, from 8 AM until 8 PM Eastern Time).These calls are made to the failing site; if the client prefers these calls tobe placed elsewhere, the preferred call location should be pre-established withNetwork Support.

 

5.               The Network SupportUnit will utilize high-end test equipment to diagnose a network problem andcontact the appropriate vendor to apply corrective action on allFiserv-supported facilities. This corrective action includes:

a.                                       Workingwith and dispatching carriers to identify and resolve circuit issues.

b.                                      Workingwith and dispatching hardware vendors to correct or replace hardwarecomponents.

c.                                       Workingwith technical support to ensure that the equipment version and revision levelsare functioning properly.

d.                                      Performingtraces and working with the System Programming Unit to review system softwareand transmission protocol.

 

6.               Typical carrierturnaround is to restore an outage of a PVC or Port within **[***]** after Fiserv reports the issue andwithin **[***]** if it is necessary todispatch a technician to the client site.

 

7.               Fiserv circuitescalation procedures for all carriers include the following:

a.                                       After**[***]** the problem will beescalated to the carrier Local Service Manager.

b.                                      After**[***]** the problem will beescalated to the carrier District Service Manager.

c.                                       After**[***]** the problem will beescalated to the carrier Regional Service Manager.

d.                                      After**[***]** the problem will beescalated to both the carrier National Service Manager and our vendor AccountManager.

 

Note: The Network SupportUnit will not wait the **[***]**intervals before escalating if they determine the service being provided by thecarrier to be less than acceptable. In the event of a T1 failure, the carrier’sLocal Service Manager will be notified immediately (reducing the normalescalation process by **[***]**).

 

13

----

 

8.               Fiserv recommendsthat clients provide for backup using one of the following: ISDN dial backup,redundant hardware, multiple links, or alternate PVCs. If provision for backupis not made at the time of the initial installation, extended down time may beexperienced during an outage. Fiserv reserves the right to schedule theimplementation of emergency services (such as dial backup) within **[***]**, based on the Fiserv workload and thepercentage of the client network that is affected by the outage. In thesecases, the client should send a request to **[***]**;Fiserv will provide a cost quotation and target date.

 

9.               Equipmentescalation procedures will be conducted within the guidelines set in themaintenance contract that was purchased by the business unit:

**a.****                                       [***]**provides maintenance coverage from 8:00 AM to 5 PM (client local time) Mondaythrough Friday, with a **[***]**response time commitment.  After-hourssupport is guaranteed **[***]**

**b.****                                       [***]**provides maintenance coverage from8:00 AM to 6:00 PM (client local time) Monday through Friday, with a **[***]** response time commitment. After-hours support is **[***]**–***not guaranteed***.

 

Note:Enhanced maintenance contracts can be purchased from these vendors.

 

10.         The Fiserv NetworkSupport Unit will also work with the client to help resolve an issue that istaking place within the client-supported network.   These services may be billable, and Fiserv is limited in thediagnostic steps that can be performed.

 

11.   Fiserv will have the right to apply filtersand access lists necessary to maintain[***]. [***] will not be available to theclient. Network technicians will provide on-site 7-day / 24-hour support;senior network technicians are available and on call during non-prime timehours.

 

12.         Training remains an ongoingobjective for Network Support Unit personnel. Staff development will continue to target technical expertise andimproved client sensitivity.

** **

**ProactiveMonitoring**

 

Proactive monitoring of a client network consists ofthe following:

 

1.               Network techniciansproactively monitor the various Network Management Systems (NMS) forperformance issues. It can take up to **[***]**for the NMS to complete **[***]**(this is standard within the industry), and not all problems will trigger analert. As a result, the Network Services Unit may not yet be aware of an issuewhen a client calls to report it.

2.               Proactivemonitoring is extremely beneficial during the off hours, when an unmanned siteencounters a circuit problem. The Network Support Unit will attempt to restore serviceprior to business hours, and will inform the client’s telecommunicationrepresentative via e-mail when this occurs.

3.               Proactivemonitoring is also beneficial in correcting issues before they affectperformance. The Network Support Unit will analyze weekly reports that detailnetwork performance. Any errors detected within the network will be acted uponand corrected by the network technicians.

4.               The Network SupportUnit will notify the client in writing when a network performance threshold ismet and an upgrade to the network is required. A ticket will be created andwill remain open until the situation is corrected. This ticket will appear onthe client’s monthly ticket report until it is resolved.

 

14

----

 

 

5.               As a matter ofinformation, the following table lists the exceptions that Fiserv monitors, thethresholds that are set, and the action that Fiserv will take. As indicated inthe “Fiserv Action” column, in most instances exceptions are addressed withoutclient interaction.

 
| **Exception** |   | **Threshold** |       | **Fiserv Action**                                                                  |       |
|---------------|--------|---------------|------------|------------------------------------------------------------------------------------|------------|
| **[***]**     |   | **[***]**     | ** ** | Open ticket, pursue with carrier & hardware vendors.                           | ** ** |
| **[***]**     |   | **[***]**     |       | Open ticket, pursue  with carrier.  Inform client if  upgrade is recommended. |       |
| **[***]**     |   | **[***]**     |       | Open ticket, pursue  with carrier.  Inform client if  upgrade is recommended. |       |
| **[***]**     |   | **[***]**     |       | Open ticket, pursue  with carrier.  Inform client if  upgrade is recommended. |       |
| **[***]**     |   | **[***]**     |       | Open ticket, pursue  with carrier & hardware vendors.                          |       |
| **[***]**     |   | **[***]**     |       | Open ticket, inform  client upgrade is recommended.                                |       |
| **[***]**     |   | **[***]**     |       | Open ticket, inform  client, upgrade is recommended.                               |       |
| **[***]**     |   | **[***]**     |       | Open ticket, inform  client upgrade is recommended.                                |       |
| **[***]**     |   | **[***]**     |       | Open ticket, adjust  buffers.                                                      |       |
| **[***]**     |   | **[***]**     |       | Open ticket, pursue  with carrier.                                                 |       |
| **[***]**     |   | **[***]**     |       | Open ticket, pursue  with carrier.                                                 |       |
| **[***]**     |   | **[***]**     |       | Open ticket, pursue  with carrier & hardware vendors.                          |       |
| **[***]**     |   | **[***]**     |       | Open ticket, pursue  with carrier.                                                 |       |
| **[***]**     |   | **[***]**     |       | Open ticket, pursue  with carrier.                                                 |       |
| **[***]**     |   | **[***]**     |       | Open ticket, notify  client  upgrade is recommended.                          |       |
| **[***]**     |   | **[***]**     |       | Open ticket, notify  client upgrade is recommended.                                |       |
| **[***]**     |   | **[***]**     |       | Open ticket, notify  client  upgrade is recommended.                          |       |
| **[***]**     |   | **[***]**     |       | Open ticket, notify  client upgrade is recommended.                                |       |
| **[***]**     |   | **[***]**     |       | Refer to third level  support.                                                     |       |

 

15

----

 

**Note:**Proactive monitoring does not include**c**ustomer-supported devicessuch as servers, gateways, hubs, switches and local area networks. Also, theHelp Desk will not contact the client site when we experience major Network,Host, CICS, or Inquiry-related problems. Such major outages invoke StandardCode Red procedures, with communication from Pittsburgh Customer Service.

 

**Network Performance Reports**

 

Detailed online network performance reporting isavailable to all clients currently utilizing Wide Area Network (WAN)technology. The reports are accessed through a web browser. They are brokendown by each router in the network. Three reports are available:

 

1.     A detailed technical site-by-site report that includes:

 

a.             circuit utilization

 

b.             router utilization

 

c.             utilization of the Ethernet or token ring attached tothe router

 

These statistics areupdated hourly.

 

2.     Trend reporting that includes site-by-site circuit utilizationspanning a two-month period.

 

3.     Detailed Excel spreadsheets that contain the informationprovided in the above trend report.

 

 

In addition to network performance reports, troubleticket reports are also available.  Fourreports are produces and they contain the following information:

 

16

----

 

1.     Problem description, problem detail & resolution

2.     Average ticket queue time & time to resolve

3.     Number of tickets resolved in < 1 Hour, < 2 Hours, < 3Hours, < 4 Hours , < 5 hours & > 5 hours

4.     Tickets sorted by resolution

 

For details on how to access these network reports,please send a request to **[***]**

 

**ResponseTime**

 

Response time monitoring is currently on an “as problemsoccur” basis. Any problems in these areas are to be reported to NetworkSupport. Response-time issues related to the over-utilization of circuits willbe reported to the appropriate client so that client can work with the PlanningUnit on a potential redesign or upgrade.

 

**CircuitAvailability**

 

All lines are available 7 x 24 except **[***]**. Any planned outage that extends beyond this **[***]** or requires a different time period, will becommunicated in advance to the appropriate parties.

 

17

----

 

**EXHIBIT C**

 

**HOWTO REQUEST A NETWORK REDESIGN PROPOSAL**

 

The process described below applies to requests forthe following services:

 

•      Converting from a multi-drop or digital T1environment to a routed frame relay network.

 

•      Enhancing the capabilities of the existingnetwork.

 

•      Implementing a new network.

 

To obtain a redesign proposal, simply submit a requestvia the Internet to**[***]**.** **The request will be directed tothe Project Management Unit mailbox. Please include the same information thatis requested on the *Telecommunications Request Form* (availablein the *Forms*section of the *Client Services Partners in Excellence Manual*). If Internetaccess is not available at your site, the request form may be completed andfaxed to **[***]**.

 

To request a proposal for a network reconfiguration,please submit the request form to the Project Management Unit (via e-mail to **[***]******or fax to **[***]**). If you have questions when completing the form, pleasecall **[***]**, at **[***]**, extension **[***]**.

 

Upon receipt of your request, Fiserv will take thefollowing action:

 

1.               Assign a NetworkEngineer for the request.

 

2.               Assign a projectnumber.

 

3.               The NetworkEngineer will contact the requester via e-mail and phone (via fax and phone ife-mail is not available) within one working day to verify receipt of therequest, review the request, and obtain additional information if needed. Ifthis contact does not take place, the requester should assume that the ProjectManagement Unit did not receive the request.

 

4.               Once the NetworkEngineer has received all of the required information, a network proposal willbe completed and presented to the requester within 10 working days. The size ofthe network could extend this process; please see Attachment E, Lead Times, formore details.

 

18

----

 

**EXHIBIT D**

 

**HOW TO REQUEST A NETWORK CHANGE**

 

The process described below applies to requests forthe following services:

 

•      Installing a new network

 

•      Adding new circuits to an existing network

 

•      Making system software gen changes

 

To request a change, please submit a request via theInternet to **[***]**. The requestwill be directed to the Project Management Unit mailbox. Please include thesame information that is requested on the *Telecommunications Request Form* (availablein the *Forms*section of the *Client Services Partners in Excellence Manual*). If Internetaccess is not available at your site, the request form may be completed andfaxed to **[***]**. If you havequestions when completing the form, please call **[***]**, at **[***]**,ext. **[***]**.

 

Upon receipt of your request, Fiserv will take thefollowing action:

 

1.                                       Assigna Project Manager for the request.

 

2.                                       Assigna project number.

 

3.                                       TheProject Manager will contact the requester via e-mail and phone (via fax andphone if e-mail is not available) within one working day to verify receipt ofthe request, review the request, and obtain additional information ifnecessary. If this contact does not take place, the requester should assume thatthe Project Management Unit did not receive the request.

 

4.                                       Oncethe Project Manager has received all of the required information, a cost quotewill be sent to the requester (if costs are associated with the change) withinfive days.  Networks consisting of morethan 10 sites will require extra time; add one working day for each additionalgroup of 10 sites.

 

5.                                       Uponreceipt of a signed acceptance letter, Fiserv will initiate the appropriateorders within 5 working days. Networks consisting of more than 10 sites willrequire extra time; add one working day for each additional group of 10 sites.Please see Attachment E, Lead Times, for more details.

 

6.                                       Fiservwill send the requester a copy of the project, showing the name of the ProjectManager and the project number. This will enable the requester to contact theProject Manager directly with any questions regarding the request; please beprepared to provide the project number when making inquiries.

 

19

----

 

**EXHIBIT E**

 

**HOW TO DISCONNECT EXISTING CIRCUITS**

 

It is necessary that clients submit a request toFiserv if they wish to disconnect an existing circuit. If Fiserv is managing aproject to upgrade circuits or move a site, the client must issue a disconnectorder at the completion of the upgrade or relocation. A request fordisconnecting an existing circuit should contain the following information:

•                  Streetaddress

•                  Telephonenumber including area code

•                  Sitecontact

 

A request todisconnect a circuit may be made via the Internet to **[***]**. If Internet access is not available at your site, a*TelecommunicationsRequest Form* (available in the *Forms* section of the *Client Services Partners in ExcellenceManual*) may be completed and faxed to **[***]**. If you have questions, please call **[***]**, at **[***]**,extension **[***]**.

 

At the completion of an upgrade, site closure, orrelocation (when redundant circuits were required), it is the client’sresponsibility to submit a separate request to disconnect these redundantfacilities.

 

Fiserv will contact the requester within one workingday to verify receipt of the request, review the request, and obtain additionalinformation if necessary. If this contact does not take place, the requestershould assume that the Project Management Unit did not receive the request.

 

Upon receipt of the signed authorization fordisconnecting an existing circuit, Planning will verify that the information iscorrect and submit a request to the carrier. Most carriers will stop billing 30days after receiving the disconnect order. The billing adjustment on yourFiserv invoice will take place approximately 30 days after the circuit isdisconnected and will be adjusted according to the disconnect date. Should youhave any questions, please contact your Fiserv Relationship Manager.

 

20

----

 

**EXHIBIT F**

 

**PROJECTLEAD TIMES**

 

Most projects require coordination among multiplevendors, representatives from the client organization, and Fiserv.  Time frames will vary, depending upon thesize and complexity of the proposed project. Fiserv’s receipt of the signed authorization from the client institutiontriggers the time frames outlined below.

 

We encourage you to use this information as a planningtool for mapping the length of time that will elapse between the date Fiservreceives your authorization to proceed with a network change and the date thatyou can expect the change to be implemented.

 

Client needed changes to router configurations (IPaddresses, access list, etc.) will be completed within **[***]** business days from receipt of request(if non billable), and **[***]**business days from receipt of authorized / signed Proposal (if billable).  Requests for System Gen changes require **[***]** business days prior to the Gen Weekend.  See Exhibit G.  The following chart shows the typical processes and number ofbusiness days needed to implement a network of one to ten branches; note thatsome processes can run concurrently.

**One to Ten Branches — One Hub Site**

 
| **Process**                 |   | **No. of  Days*** |       | **Day 5** |   | **Day  10** |   | **Day  15** |   | **Day  20** |   | **Day  25** |   | **Day  30** |   | **Day  35** |   | **Day  45** |   | **Day  50** |   |
|-----------------------------|--------|-------------------|------------|-----------|--------|-------------|--------|-------------|--------|-------------|--------|-------------|--------|-------------|--------|-------------|--------|-------------|--------|-------------|--------|
| Signed Proposal             |   | **[***]**         | ** ** |      |   |        |   |        |   |        |   | **[***]**   |   |        |   |        |   |        |   |        |   |
| Place Orders                |   | **[***]**         | ** ** |      |   |        |   |        |   |        |   | **[***]**   |   |        |   |        |   |        |   |        |   |
| Software (Gen)              |   | **[***]**         | ** ** |      |   |        |   |        |   |        |   | **[***]**   |   |        |   |        |   |        |   |        |   |
| Hardware                    |   | **[***]**         | ** ** |      |   |        |   |        |   |        |   | **[***]**   |   |        |   |        |   |        |   |        |   |
| Circuit (**[***]** Frame)** |   | **[***]**         | ** ** |      |   |        |   |        |   |        |   | **[***]**   |   |        |   |        |   |        |   |        |   |
| Install and Test            |   | **[***]**         | ** ** |      |   |        |   |        |   |        |   | **[***]**   |   |        |   |        |   |        |   |        |   |
| Production                  |   | **[***]**         | ** ** |      |   |        |   |        |   |        |   | **[***]**   |   |        |   |        |   |        |   |        |   |

** **

----

**  *            Daysrefer to business days.**

 

********                                  [***]****is notaccepting any expedite requests for circuit installations at this time; 40 daysis best case, and lead time could be much longer dependant upon area of countrycircuit is being installed. Lead times for local providers may be shorter.**

 

21

----

 

A larger number of branches and additional hub sitesin the design will extend the amount of time that is required to design andfully implement a new network.  Thefollowing chart shows the additional lead time necessary to implement networksthat consist of more than 10 branches:

 

**More than Ten Branches**

 

| **Task**           |   | **Business  Days**                                                                                                               |   |
|--------------------|--------|----------------------------------------------------------------------------------------------------------------------------------|--------|
| **[***]**          |   | Add 1 business day for every 10 additional sites.   Example: 40 branches = 13 business days (an increase of 3 days)              |   |
| **[***]**Lead Time |   | Add 1 business day for every 10 additional sites.   Example:  40 branches = 6 business  days (an increase of 3 days)        |   |
| **[***]**Lead Time |   | Add 1 business day for every 5 additional sites.   Example:  40 branches = 36 business  days (an increase of 6 days)        |   |
| **[***]**Lead Time |   | Add 1 business day for every 3 additional sites.    Example:  40 branches = 15 business  days (an increase of 10 days) |   |

 

**Disconnectingan Existing Circuit**

 

| **Process**               |   | **No. of  Days*** |       | **Day 5** |   | **Day  10** |   | **Day  15** |   | **Day  20** |   | **Day  25** |   | **Day  30** |   |
|---------------------------|--------|-------------------|------------|-----------|--------|-------------|--------|-------------|--------|-------------|--------|-------------|--------|-------------|--------|
| Request to  Planning      |   | **[***]**         | ** ** |      |   |        |   | **[***]**   |   |        |   |        |   |        |   |
| Place Orders              |   | **[***]**         | ** ** |      |   |        |   | **[***]**   |   |        |   |        |   |        |   |
| Local Carrier  Disconnect |   | **[***]**         | ** ** |      |   |        |   | **[***]**   |   |        |   |        |   |        |   |
| **[***]**  Disconnect     |   | **[***]**         | ** ** |      |   |        |   | **[***]**   |   |        |   |        |   |        |   |

 

----

*****Days refer to business days.

 

22

----

** **

**EXHIBIT G**

 

**SYSTEM GEN SCHEDULE FOR [***]**

 

In addition to the time frames given for newinstallations or changes to existing networks, your planning should take intoaccount the specific dates (referred to as Gen Weekends) on which terminals orprinters can be added to, changed, or deleted from the **[***]**. It is necessary that Planning receive such requests **[***]****business days prior to the Gen Weekend**.

 

You may submit a request via the Internet to **[***]** or via fax to **[***]**. Fiserv will contact the requesterwithin one working day to verify receipt of the request, review the request,and obtain additional information if necessary. If this contact does not takeplace, the requester should assume that the request was not received.

 

The available dates for **[***]** are shown below; also listed are the dates that therequest must be received by Planning to be included in the gen.

 

**[***]****GenWeekends**

 

| **Gen  Weekend** |   | **Request to  Planning** |       |
|------------------|--------|--------------------------|------------|
| **[***]**        |   | **[***]**                | ** ** |
| **[***]**        |   | **[***]**                | ** ** |
| **[***]**        |   | **[***]**                | ** ** |
| **[***]**        |   | **[***]**                | ** ** |
| **[***]**        |   | **[***]**                | ** ** |
| **[***]**        |   | **[***]**                | ** ** |
| **[***]**        |   | **[***]**                | ** ** |
| **[***]**        |   | **[***]**                | ** ** |
| **[***]**        |   | **[***]**                | ** ** |
| **[***]**        |   | **[***]**                | ** ** |
| **[***]**        |   | **[***]**                | ** ** |
| **[***]**        |   | **[***]**                | ** ** |
| **[***]**        |   | **[***]**                |       |
| **[***]**        |   | **[***]**                |       |
| **[***]**        |   | **[***]**                |       |
| **[***]**        |   | **[***]**                |       |
| **[***]**        |   | **[***]**                |       |
| **[***]**        |   | **[***]**                |       |
| **[***]**        |   | **[***]**                |       |
| **[***]**        |   | **[***]**                |       |
| **[***]**        |   | **[***]**                |       |
| **[***]**        |   | **[***]**                |       |
| **[***]**        |   | **[***]**                |       |
| **[***]**        |   | **[***]**                |       |

 

If a request is not received by the “Request toPlanning” date listed above, it will be included in the next scheduled softwaregen.

 

Due to the multiple activities required to processthese requests, groups consisting of more than **[***]** Logical Units (LUs) must be submitted earlier than thedate shown in the “Request for Planning” box. Add one day for each additional group of **[***]** LUs (e.g. if **[***]**LUs are being generated, the request must be submitted two days earlier thanthe date shown in the “Request for Planning” box).

 

23

----

 

**EXHIBITH**

** **

**SERVICELEVEL COMMITMENTS**

 

**1.     Service Level Commitments.**

 

For purposes of the service level commitmentcategories set forth below, the described services shall be deemed to be“available” to Client if the Fiserv computer system, including all hardware andsoftware necessary to provide the Client with the Services contemplated by thisAgreement, is functioning and able to accept and process all input contemplatedby this Agreement from Client and necessary to provide the Services inquestion.  All service levelscommitments shall be averaged over a calendar month and national holidays areexcluded.

 

(a)          Response Time.  Fiserv shall provide response time for thecentral processor to receive an Inquiry transaction from the communicationscontroller at the Fiserv data center, **[***]**of the time during each hour from 8:00AM to 8:00PM Client Local Time (“CLT”),Monday through Saturday.

 

(b)         Report Availability.  Fiserv shall make available to the Client orother output distribution medium or product, critical reports for the BasicServices, no later than 7:00AM CLT each business day or 10:00AM CLT if suchbusiness day falls on the first calendar day of the month (General Ledger anadditional 2 hours in each case), provided the Client has completedtransmission of the data to be used in generating such reports to Fiserv nolater than 12:01AM CLT.  Fiserv shallprovide such reports to the Client for each Basic Service in accordance withthe above schedule **[***]** of thetime.  The “Basic Services” are **[***]**. The algorithm to calculate availability is:  **[***]** coreapplications multiplied by the number of processing days in a calendar month **[***]**.

 

(c)          TeleprocessingAvailability.  Fiserv shall make itsteleprocessing services available to the Client **[***]** of the time during each hour from 8:00AM to MidnightCLT, Monday through Saturday, excluding overnight batch processing.

** **

**2.     Cure.**

 

In the event that the Fiservperformance fails to meet the service level commitments set forth in thisSection, the Client shall notify Fiserv in writing of such failure and shallwork with Fiserv to specifically identify the problem.  If a deficiency is determined by theparties, Fiserv shall institute cure procedures.  If the deficiency is not cured within **[***]**,Fiserv shall institute **[***]** of the Fixed Monthly Fee each month for eachdeficient service level commitment category until it is cured.  If any deficiency (i) persists for an **[***]**at a level **[***]**, or (ii) recurs (once cured) more than **[***]**during any twelve month period, upon receipt by Fiserv of prior written notice,the Client may elect to terminate this Agreement, without the payment ofliquidated damages or other termination charges, upon payment of any fees orsums due pursuant to this Agreement.  Fiservagrees to cooperate with the Client to achieve the deconversion schedule.

 

24

----

 

**EXHIBITI**

** **

**PURCHASEOF EQUIPMENT THROUGH FISERV**

 

Client agrees to purchase, and Fiserv agrees to sell,Equipment (as hereinafter defined) on the terms and subject to the conditionshereinafter set forth:

 

**1.     Equipment and Fiserv Obligations**.

 

Equipment, if any, being purchased through Fiservshall be described in Exhibit A hereto, or in a signed order letter from Clientto Fiserv specifying the quantity, type and price for the equipment desired,(the “Equipment”).  Client understandsthat Fiserv is acting as an independent sales organization representing eachmanufacturer or supplier (each, a “Manufacturer”) identified in Exhibit A.  Client also understands and agrees that theability of Fiserv to obtain the Equipment may be subject to availability anddelays due to causes beyond the control of Fiserv.  Fiserv shall promptly place any orders submitted under thisAgreement with each Manufacturer and shall, at Client’s direction, requestexpedited delivery whenever available.

 

**2.     Delivery and Installation.**

 

(a)          Delivery.  On Client’s behalf, Fiserv shall arrange fordelivery of the Equipment to the site or sites (“Installation Site(s)”)designated by Client on or about the date (the “Delivery Date”) requested.  In the absence of shipping instructions,Fiserv shall select a common carrier on behalf of Client.  Client shall be responsible for appropriateproperty insurance for all equipment, whether Client-owned or Fiserv-owned,within Client’s premises.

 

(b)         Installation andAcceptance.  Fiserv shall arrangefor the installation of the items of Equipment in consideration of theInstallation Fees listed on Exhibit A. Client shall not perform any installation activities without the writtenconsent of Fiserv.  Fiserv or itsdesignee shall have full and free access to the Equipment and the InstallationSite until installation is completed. If a suitable installation environment is not provided by Client, thenFiserv shall be required to perform only as many normal installation proceduresas it deems to be practicable within the available facilities.  Installation of Equipment will take placeduring normal Fiserv business hours, Monday through Friday, exclusive of Fiservholidays, unless otherwise agreed by Fiserv. The Equipment shall be deemed to have been accepted when it has passedeither the Fiserv or the Manufacturer’s standard post-installation test proceduresat the Installation Site.

 

(c)          InstallationEnvironment.  Client shall provide asuitable installation environment for the Equipment as specified by Fiserv orits agents and any and all other specifications provided to Client by theManufacturer or Fiserv.  Client shallalso be responsible for furnishing all labor required for unpacking and placingeach item of Equipment in the desired location for installation.  Client shall be responsible for physicalplanning including, but not limited to, floor planning, cable requirements, andsafety requirements in accordance with the installation manual and any and allapplicable building, electrical, or other codes, regulations, andrequirements.  All such physical planningshall be completed on or before the delivery date for the Equipment.

 

(d)         Ongoing Maintenance.  Unless the parties agree otherwise, Fiservshall not be responsible for the provision of any maintenance or repairs to theEquipment or of any parts or replacements for the Equipment.

 

1

----

 

**3.     Shipment, Risk of Loss and Title toEquipment.**

 

All prices shown on Exhibit A are F.O.B. at theManufacturer’s plant.  Alltransportation, rigging, drayage, insurance, and other costs of delivery of theEquipment to the Installation Site shall be itemized on an invoice submitted toClient and shall be paid by Client. Risk of loss shall pass to Client upon shipment.  Title to the Equipment shall remain with theManufacturer until all payments for the Equipment have been made by Client and,until such time, Client agrees that it shall not sell, transfer, pledge, orotherwise dispose of the Equipment without the prior written consent of Fiserv.

** **

**4.     Security Interest.**

 

Client grants Fiserv a security interest in all theEquipment and the proceeds thereof until the purchase price due Fiserv thereforshall have been paid in full.  Clientshall execute any instruments or documents Fiserv reasonably deems appropriateto protect the security interest and, in any event, this Agreement shallconstitute a financing agreement within the meaning of Article 9 of the UniformCommercial Code and a copy of this Agreement may be filed at any time aftersignature by Fiserv as a financing statement for that purpose.  In the event of default in payment or otherbreach by Client, Fiserv shall have all rights and remedies of a securedcreditor upon default as provided by applicable law.  Fiserv shall, at its sole expense, file releases for any financingstatements recorded pursuant to this Agreement promptly upon receipt of finalpayment.

** **

**5.     Warranties.**

 

Fiserv warrants that Client will acquire good andclear title to the Equipment free and clear of all liens and encumbrances.  Fiserv hereby assigns to Client allwarranties the Manufacturer has granted to Fiserv with respect to the Equipmentas set forth on Exhibit A.  Clienthereby agrees to all of the terms and conditions applicable to those warrantiesand acknowledges that: (i) neither the Manufacturer nor Fiserv warrants thatthe use of the Equipment will be uninterrupted or error free; and (ii)Manufacturer’s warranties, and the assignment of such warranties by Fiserv toClient, shall not impose any liability on Fiserv due to the services orassistance provided to Client by Fiserv with respect thereto.

 

2

----

 

Fiserv Solutions, Inc., aWisconsin corporation d/b/a ImageSoft Technologies (“ImageSoft”) and CompassBank for Savings, including it’s subsidiaries, (“Client”) wish to add this ExhibitI-I to the Agreement dated July 24, 2002. In the event of a conflict betweenthe base Exhibit I and this Exhibit I-I, this Exhibit I-I will control.  Client agrees with ImageSoft as follows:

 

**Exhibit I-I**

**ImageSoftTechnologies**

 

WHEREAS, ImageSoft is the licensor of the Software (asdefined below), and

 

WHEREAS, Client wishes to install and Use (as definedbelow) the Software in Client’s premises.

 

NOW, THEREFORE, the parties agree as follows:

 

1.             **Definitions**

 

1.1                                 ‘Accounts’means the total number of individually designated accounts processed by theSoftware.

 

1.2                                 ‘AssetSize’ means Client’s total asset size as determined by the most currentMcFadden Financial Directory.

 

1.3                                 ‘BasicMaintenance Services’ means services to correct a Nonconformity in the original,unmodified Software.  Basic MaintenanceServices are available only with respect to the current and last prior releaseof the Software.

 

1.4                                 ‘ComputerSystem’ means that computer machinery and manufacturer-supplied software used to operate the Softwareidentified on the Schedules.  Clientshall have sole responsibility to own or lease, unpack, plan, install, test,and maintain the equipment according to any and all applicable building orelectrical codes, regulations or requirements, as well as the manufacturer andImageSoft recommendations.

 

1.5                                 ‘Enhancements’means modifications made to the Software that add program features or functionsnot originally within the Software and that are generally provided upon paymentof additional License Fees.  ImageSoftreserves the right to define which changes are upgrades or separately pricedenhancements.

 

1.6                                 ‘Implementation’means the earlier of (a) successful completion of all tasks specified in theSchedules; or (b) Use of the Software in Client’s business for a period of 10days without a Severity One Nonconformity.

 

1.7                                 ‘Location’means the designated premises identified on the Schedules where the ComputerSystem is located.

 

1.8                                 ‘MaintenanceFee’ means the total annual fee specified on the Schedules for maintenanceservices.

 

1.9                                 ‘Nonconformity’means a failure of the Software to perform in substantial accordance with thefunctions described in ImageSoft’s documentation.

 

1.10                           ‘ProfessionalService Fees’ means the amounts specified on the Schedules for professionalservices rendered by ImageSoft to Client.

 

1.11                           ‘Software’means the standard, unmodified computer programs in object code, and procedurestatements in machine readable form, together with one set of ImageSoftstandard documentation as listed on the Schedules.  Software does not include separate, independent, and stand-alonemodules or subsystems that Client develops and maintains without ImageSoft’sassistance, nor does it include Third Party software.

 

1.12                           ‘SpecialMaintenance Services’ means any other maintenance services as specified on theSchedules.

 

1.13                           ‘SeverityOne Nonconformity’ means any problem that brings the operating system down orotherwise totally disables Client’s ability to operate the Software normally,including errors that prevent all useful work from being done, disable majorfunctions from being performed, or that disable only certain non-essentialfunctions and that result in substantially degraded operations.

 

1

----

 

1.14                           ‘SpecificationNonconformity’ means a failure of the modified Software to operate inaccordance with the Functional Specifications.

 

1.15                           ‘ThirdParty’ means any party other than ImageSoft’s employees or subcontractors andClient.

 

1.16                           ‘TotalLicense Fee’ means the total sum specified on the Schedules for theSoftware.  Any fees for modifications,enhancements, upgrades, or additions to the Software are excluded from thisExhibit unless otherwise specified.

 

1.17                           ‘Upgrades’means changes made to maintain compatibility with new system software releasesor to improve existing features and operations within the Software.  This primarily includes program fixes to theexisting Software.

 

1.18                           ‘Use’means copying or loading any portion of the Software from storage units ormedia into any equipment for the processing of data by the Software, or theoperation of any procedure or machine instruction utilizing any portion ofeither the computer program or instructional material supplied with theSoftware.  Use is limited to the type ofoperations described in ImageSoft documentation solely to process Client’s ownwork, and that of it’s Affiliates (as defined herein)  limited to the designated number of copies, Accounts, and AssetSize (if applicable).  Use specifically excludesany service bureau or time-share services to Third Parties without ImageSoft’sprior written consent and payment by Client of additional fees in accordancewith mutually agreed terms. ‘Affiliate’ means an entity that owns (asdetermined by voting interest) more than 50% of Client; an entity that is morethan 50% owned by the same entity that owns more than 50% of Client; or anentity of which Client owns more than 50%.

 

2.                                       **License toUse the Software**

 

2.1                                 ImageSoftagrees to furnish the Software to Client and does hereby grant to Client aperpetual, non-exclusive, nontransferable License to Use the Software at theLocation to process the designated number of Accounts, limited to thedesignated Asset Size as specified on the Schedules as applicable.  Redistribution rights, if any, to portions ofthe Software shall be specified in the Schedules.

 

2.2                                 Clientmay change the Location in the event Client transfers its data processingdepartment to a new location within the same country.  Client will provide ImageSoft with 15 days advance notice of anyproposed transfer of operations.

 

2.3                                 ImageSoftprohibits the copying of any portions of the Software except that Client maycopy reasonable quantities of any standard end user documentation; and may copymachine language code, in whole or in part, in reasonable quantities, inprinted or electronic form, for Use by Client at the Location for archive,back-up, or emergency restart purposes, or to replace copy made on defectivemedia.  The original, and any copies ofthe Software, or any part thereof, shall remain ImageSoft’s property.

 

2.4                                 Clientshall maintain any such copies and the original at the Location and one Clientarchive site in the same country, which site is specified on the Schedules(‘Archive Site’).  Client may transportor transmit a copy of the Software from the Location or the Archive Site toanother location in the same country for back-up use when required by ComputerSystem malfunction, provided that the copy or original is destroyed or returnedto the Location or Archive Site when the malfunction is corrected.  Client shall reproduce and includeImageSoft’s copyright and other proprietary notices on all copies, in whole orin part, in any form, of the Software made in accordance with this Section.

 

2.5                                 Clientshall not decompile, disassemble, or otherwise reverse engineer the Software.

 

2.6                                 ImageSoftgrants Client the right to Use any modifications to the Software furnished orauthorized by ImageSoft pursuant to this Agreement.

 

2.7                                 ThirdParty Software is provided to Client under the following supplemental terms:

 

(a) Use of Third PartySoftware shall be restricted to use as part of the Software.

(b) ImageSoft and ThirdParty Software owners shall not be liable for any damages, whether direct,indirect, incidental, or consequential arising from the use of the Third PartySoftware.

(c) Third Party Softwareowners are hereby designated as third party beneficiaries of this Agreement asit relates to their software.

 

3.                                       **ProfessionalServices Terms**

 

3.1                                 ImageSoftwill provide Client with modifications and

 

2

----

 

other professionalservice deliverables at the then current fees or rates for professionalservices provided by ImageSoft.  Allsuch modifications and other professional service deliverables shall beperformed in accordance with the procedures set forth below.

 

3.2                                 BusinessRequirements List.  Client shallprovide ImageSoft with all necessary information concerning Client’srequirements.  ImageSoft shall reviewand suggest revisions to such Business Requirements List on a timelybasis.  The parties shall mutually agreein writing the final Business Requirements List for any project.

 

3.3                                 FunctionalSpecifications.  Any modificationsto the Software or other professional service deliverables shall be based onspecifications created by ImageSoft and approved by Client as provided below.

 

(a)           ImageSoft shall develop FunctionalSpecifications based on the Business Requirements List for Client’s written approval.  ImageSoft shall not be obligated to performany further development work until the Functional Specifications are approvedin writing by Client, which approval shall not be unreasonably withheld orunduly delayed.

 

(b)           Modifications, changes, enhancements,conversions, upgrades, or additions to the agreed upon work shall be added onlyupon mutual written agreement.  In theevent the parties agree to add any such items, the Functional Specificationsand applicable Project Plan shall automatically be modified to the extentnecessary to allow for the implementation or provision of the items.

 

3.4                                 ProjectPlan.  ImageSoft shall develop aProject Plan for each modification to the Software or other professionalservice deliverables based on the Functional Specifications.  Each such Project Plan shall contain alisting of the nature and timing of tasks for the project, some of which are tobe performed by ImageSoft and some by Client. Modifications and changes to the Project Plan shall be only by mutual writtenagreement of the parties.

 

3.5                                 Acceptance.  The Software modifications shall be deemedaccepted by Client (a) upon Client sign-off or; (b) by productive use of themodified Software in Client’s business for a period of 10 business days unlessClient promptly notifies ImageSoft in writing (and with reasonableparticularity) upon conclusion of the acceptance test or earlier upon discoveryof any Specification Nonconformities disclosed by such testing or use.  ImageSoft shall correct any such SpecificationNonconformities without further charge to Client within a reasonable time ofsuch notice.

 

3.6                                 ShouldImageSoft provide installation, conversion, or training to Client, the feestherefor shall be specified on the Schedules. If Client is unable to providereasonable access to required facilities or personnel or is unable to meet itstasks assigned on the Business Requirements List or the Project Plan, ImageSoftwill endeavor to reschedule tasks to minimize the non-productive time arising.  All such non-productive time is chargeableto Client.  If such non-productive timeis expected to be significant, ImageSoft will endeavor to reassign itspersonnel to other suitable work.  Inthis event, Client will not be charged for the time personnel were reassigned

 

4.                                       **MaintenanceServices Terms**

 

4.1                                 ImageSoftwill provide the following Basic Maintenance Services to Client:

 

(a)           10 hours of telephone support permonth during normal business hours.  IfClient exceeds 15 hours, Client will be contacted and invoiced for hourlysupport at ImageSoft’s then current rates.

 

(b)           On-site support when requested byClient at ImageSoft’s then current rates.

 

(c)           Software program fixes to correctSeverity One Nonconformities for the current and previous release will beprovided 24 hours per day, 7 days per week. ImageSoft will respond to a Severity One Nonconformity call within 2hours.  In the event a Severity OneNonconformity is not corrected within 24 hours of the call, ImageSoft shallprovide Client with a temporary fix or, if not correctable by a temporary fix,provide on-site service.  Client agreesto provide ImageSoft with reasonable assistance and information in connectionwith the foregoing.

 

(d)           Software program fixes to correctnon-Severity One Nonconformities for the current and previous release will beprovided within a reasonable period of time

 

3

----

 

upon notice byClient.  Client agrees to provideImageSoft with reasonable assistance and information in connection therewith.

 

(e)           ImageSoft shall maintain the Softwarein compliance with applicable State and Federal regulations that apply toClient.  Software Upgrades will beprovided to Client.  Upon Clientrequest, ImageSoft will install such Upgrades at ImageSoft’s then currentrates.

 

(f)            Training for Upgrades may be offeredto Client at ImageSoft’s then current rates.

 

4.2                                 SpecialMaintenance Services, if selected by Client, shall be designated on theSchedules.

 

4.3                                 Clientagrees to train current and future employed staff members on the technical anduser operations of the Software.

 

4.4                                 ImageSoftmay utilize remote diagnostic software and dial-up telephone lines in providingthese services  subject to Client’snetwork security requirements.  Clientshall reasonably cooperate and assist ImageSoft to expedite resolution ofNonconformities.  Client is responsiblefor costs associated with remote dial-up.

 

4.5                                 ShouldImageSoft’s review of the Nonconformity indicate, in ImageSoft’s reasonableopinion, that the reported problem is not a defect in the Software but is dueto other problems including, but not limited to, input not in accordance withspecifications, additions to the Software not performed by ImageSoft, Client’sfailure to maintain the Computer System properly, or Client’s failure toinstall required Software release(s) as instructed by ImageSoft, then:

 

(a)           Client agrees to reimburse ImageSoftthe related costs of work performed by ImageSoft in investigating the problem,including related system costs, at ImageSoft’s then standard rates; and

 

(b)           On Client’s request, ImageSoft shalladvise Client whether ImageSoft can correct or assist in resolving suchproblem, and the terms under which ImageSoft shall undertake the same; onwritten acceptance by Client, ImageSoft shall correct or assist in resolvingthe problem in accordance with such terms.

 

4.6                                 Theinitial term of maintenance, Maintenance Fee, and adjustment terms are specified on the Schedules.  Maintenance Fees shall be subject to annualincreases and shall also be subject to increase following delivery ofEnhancement(s), modifications or additions to the Software, or changes in thedesignated number of Accounts or Asset Size as specified in the Schedules.

 

5.                                       **Use Of AndRights To ImageSoft’s Work Product**

 

All information, reports,studies, object or source code, flow charts, diagrams, and other tangible orintangible material of any nature whatsoever produced by or as a result of anyof the services performed hereunder (other than Client’s or it’s customers own data)shall be the sole and exclusive property of ImageSoft or its corporateparent.  Client shall be entitled to Useall such work product produced by ImageSoft in accordance with the terms andconditions of this Exhibit.

 

6.                                       **EquipmentTerms**

 

6.1                                 Clientagrees to purchase, and ImageSoft agrees to sell, the Computer System describedin the Schedules.  Client understandsthat ImageSoft is acting as an independent sales organization representing eachmanufacturer or supplier identified in the Schedules.

 

6.2                                 Clientalso understands and agrees that the ability of ImageSoft to obtain theComputer System may be subject to availability and delays due to causes beyondthe control of ImageSoft.  ImageSoftshall promptly place any orders submitted under this Agreement with eachmanufacturer or supplier and shall, at Client’s direction, request expediteddelivery whenever available.

 

6.3                                 Clientshall be responsible for appropriate property insurance for all equipment,whether Client-owned or ImageSoft-owned, within Client’s premises.

 

6.4                                 OnClient’s behalf, ImageSoft shall arrange for delivery of the Computer System tothe site or sites (collectively, the ‘Installation Site’) designated by Clienton the Schedules on or about the date (the ‘Delivery Date’) requested by Client.  In the absence of shipping instructions,ImageSoft shall select a common carrier.

 

6.5                                 Clientshall provide a suitable installation environment for the Computer System asspecified by ImageSoft or its agents and any and all other specifications provided

 

4

----

 

to Client by themanufacturer, supplier, or ImageSoft. Client shall also be responsible for furnishing all labor required forunpacking and placing each portion of the Computer System in the desiredlocation for installation.  Client shallbe responsible for physical planning including, but not limited to, floorplanning, cable requirements, and safety requirements in accordance with theinstallation manual and any and all applicable building, electrical, or othercodes, regulations, and requirements. All such physical planning shall be completed on or before the deliverydate for the Computer System.

 

6.6                                 Allprices shown on the Schedules are F.O.B. at manufacturer’s or supplier’splant.  All transportation, rigging,drayage, insurance, and other costs of delivery of the Computer System to theInstallation Site shall be itemized on an invoice submitted to Client and shallbe paid by Client.

 

6.7                                 Titleto the Computer System shall remain with ImageSoft until all payments for theComputer System are made by Client and, until such time, Client agrees that itshall not sell, transfer, pledge, or otherwise dispose of the Computer Systemwithout ImageSoft’s prior written consent.

 

6.8                                 Clientgrants ImageSoft a security interest in the Computer System and the proceedsthereof until the purchase price due ImageSoft is paid in full.  Client shall execute any instruments ordocuments ImageSoft deems appropriate to protect the security interest and, inany event, this Agreement shall constitute a financing agreement within themeaning of Article 9 of the Uniform Commercial Code and a copy of thisAgreement may be filed at any time after signature by ImageSoft as a financingstatement for that purpose.  In the eventof default in payment or other breach by Client, ImageSoft shall have allrights and remedies of a secured creditor upon default as provided byapplicable law.

 

6.9                                 TheComputer System shall be deemed accepted when Client has review and approvedImageSoft’s, the manufacturer’s, or supplier’s standard post-installation testprocedures at the Installation Site which approval shall not be unreasonablywithheld or delayed.

 

6.10                           ImageSoftwarrants that Client will acquire good and clear title to the Computer Systemfree and clear of all liens and encumbrances. ImageSoft hereby assigns to Client all warranties the manufacturer orsupplier has granted to ImageSoft with respect to the Computer System.  Client hereby agrees to all of the terms andconditions applicable to those warranties and acknowledges that:

 

(a)           none of the manufacturer, supplier,or ImageSoft warrants that the use of the Computer System will be uninterruptedor error free; and

 

(b)           manufacturer’s or supplier’swarranties, and the assignment of such warranties by ImageSoft to Client, shallnot impose any liability on ImageSoft due to the services or assistanceprovided to Client by ImageSoft with respect thereto.

 

6.11                           Unlessthe parties agree otherwise, ImageSoft shall not be responsible for theprovision of any maintenance or repairs to the Computer System or of any partsor replacements for the Computer System.

 

7.                                       **Performance**

 

7.1                                 Clientshall give ImageSoft full access to the Location, the Software, and theComputer System to enable ImageSoft to provide Services and shall makeavailable information, facilities, and services reasonably required byImageSoft for the performance of its obligations hereunder.

 

7.2                                 Workin determining the nature of any problem or in making corrections, amendments,or additions to the Software may be carried out at ImageSoft’s site or at theLocation at ImageSoft’s discretion.

 

7.3                                 Clientagrees to maintain the Computer System and Software according to ImageSoftsreasonable recommendations during the term hereof.

 

8.                                       **Warranties**

 

8.1                                 ImageSoftwarrants that the Software will perform in accordance with its documentationwith attachment B to any Schedule, if applicable, when operated in thespecified operating environment as identified in the Schedules.  For a period of 60 days afterImplementation, ImageSoft will promptly provide replacements or corrections toany part of the Software that does not so perform where such failure ismaterial, provided ImageSoft is notified in writing.  This warranty shall not apply if the problem is caused byunauthorized modification to the Software or by incorrect Use. Clientacknowledges that the Software is designed to operate on the Computer Systemand that 

 

5

----

 

the warranties given byImageSoft are conditional upon the procurement and maintenance by Client of theComputer System in accordance with the then current specified configuration.

 

8.2                                 ImageSoft’sobligation under the warranty stated in the foregoing paragraph shall be to repairor replace defective or non-conforming parts of the Software at its own expenseand within a reasonable time.

 

8.3                                 ImageSoftwarrants that it has the right to license the Use of the Software.

 

8.4.                              ImageSoftwarrants that the Software is Year 2000 compliant.

 

9.                                       **Indemnity**

 

9.1                                 ImageSoftshall indemnify Client and hold it harmless against any claim or action thatalleges the Use of the Software infringes a patent, copyright or otherproprietary right of a Third Party enforceable in the Location.  Client agrees to notify ImageSoft promptlyin writing of any such claim and grants ImageSoft sole right to control thedefense and disposition of such claim.

 

9.2                                 Ifas a result of any such claim ImageSoft or Client is permanently enjoined fromusing the Software by a final, nonappealable decree, ImageSoft at its soleoption and expense may (a) procure for Client the right to continue to use theSoftware; or (b) provide a replacement or modification for the Software so asto settle such claim.  If modification ofthe Software is not reasonably practical in ImageSoft’s sole opinion, ImageSoftshall discontinue and terminate the license upon written notice to Client andshall refund to Client on a pro rata basis based on a 60 month amortizationschedule, all Fees paid to ImageSoft under this Exhibit.  In making this determination, ImageSoft willgive due consideration to all factors including financial expense.

 

9.3                                 Theforegoing states ImageSoft’s entire liability for the infringement of anycopyrights, patents or other proprietary rights of a Third Party by theSoftware or any parts thereof, and Client hereby expressly waives any otherliabilities on the part of ImageSoft arising therefrom.

 

9.4                                 ImageSoftshall have no liability for any claim based upon

 

(a)           Use of any part of the Software incombination with  materials, software,or equipment not provided or contemplated by Imagesoft; or

(b)           modifications made by Client or anyThird Party.

 

10.                                 **Title**

 

10.1                           Nothingin this Agreement shall convey to Client any title to or any rights in theSoftware including but not limited to all proprietary rights or ownership ofany modifications.  The Client’s soleright in relation to the Software or any modifications is to Use the same forthe duration of this Exhibit under the terms and conditions contained herein.

 

10.2                           TheSoftware and all modifications, enhancements, or upgrades made to the Softwareand all patents, copyrights, or other proprietary rights related to each of theabove are the sole and exclusive property of ImageSoft or its corporate parent,whether made by ImageSoft, Client, or any of their employees or agents.  Client shall execute documents reasonablyrequired by ImageSoft to perfect such rights..

 

11.                                 **Termination**

 

11.1                           Thetermination of this Exhibit shall automatically, and without further action byImageSoft, terminate and extinguish the license, and all rights in and to theSoftware shall automatically revert irrevocably to ImageSoft.  ImageSoft shall have the right to takeimmediate possession of the Software and all copies thereof wherever locatedwithout further notice or demand.

 

11.2                           IfClient violates any of the Non-Assignment, License, or Use provisions of thisExhibit, or confidentiality provisions of the Agreement as relates to Software,and fails to remedy any such breach within 15 days of written notice thereoffrom ImageSoft, ImageSoft may terminate this Exhibit without further notice.

 

12.                                 **Non-Assignment**

 

12.1                           In theevent of the sale of 50% or more of Client’s common stock, or the sale of all orsubstantially all of Client’s assets, or in the event of any merger in whichClient is not the surviving organization, Client may transfer this Exhibit andthe license upon ImageSoft’s prior written consent, which consent shall not beunreasonably withheld or delayed.

 

6

----

 

12.2                           If theorganization acquiring Client’s common stock, assets or surviving a merger isan organization deriving more than 5% of its gross revenues from providingservice bureau, time share, computer software consulting services, computersoftware licensing or computer hardware sales, ImageSoft shall be under noobligation to consent to such transfer.

 

13.**                                 ExportLicense**

 

13.1                           Limiton Export.  Client shall not export,or re-export, directly or indirectly, any Software purchased from ImageSoft orany technical data derived therefrom to any country for which the United StatesGovernment or any agency thereof may require an export license or othergovernment approval without first acquiring that license or approval.

 

13.2                           Compliance.  Client agrees that with respect tocompliance with the United States Export regulations, (i) Client will complywith such export regulations regarding the Software and technical data; (ii)Client will permit audits or reviews by ImageSoft covering the Software anddata export activity; (iii) Client understands that ImageSoft reserves theright to refuse performance of its obligations hereunder in cases ofnoncompliance by Client of such export regulations; and (iv) Client will notengage in any transaction of activity with any party, firm, or company notifiedby the U.S. Department of Commerce Office of Export Administration to beunsuitable or listed on the table of denial orders.

 

IN WITNESS WHEREOF, the parties have caused this Exhibit I-I to beexecuted by their duly authorized representatives as of the date indicatedbelow.

 
| **FISERV  SOLUTIONS, INC.  d/b/a IMAGESOFT TECHNOLOGIES** | **COMPASS  BANK FOR SAVINGS** |
|-----------------------------------------------------------|-------------------------------|
|                                                      |                          |
| By: /s/ DAVID C. WILCOX                                   |                          | By: /s/ ARTHUR W. SHORT |   |
|                                                      |                          |
| Name:                                                     | David C. Wilcox               |   | Name: | Arthur W. Short |   |
|                                                      |                          |
| Title:                                                    | Senior Vice President         |   | Title: | COO and Executive Vice  President |   |
|                                                      |                          |
| Date:                                                     | August 28, 2002               |   | Date: | August 28, 2002 |   |
|                                                           |                               |  |  |  |  |  |  |  |  |  |  |

 

7

----

 

**FiservSolutions, Inc., a Wisconsin corporation d/b/a ImageSoft Technologies(“ImageSoft”) and Compass Bank for Savings (“Client”) wish to add this ScheduleI to the Exhibit I-1 dated July 24, 2002. Client agrees with ImageSoft as follows:**

 

**Schedule I**

 

ImageSoft:             FiservSolutions Inc, d/b/a ImageSoft Technologies

 

Client:     CompassBank for Savings

 

License Section

 

A.            SoftwareSystem based on

 

•              Number of AccountsProcessed       N/A

•              Number of CustomersProcessed     N/A

•              Asset sizeof        N/A

 

B.                                     Thefollowing ImageSoft Software Modules to function on the Computer System listedin the Computer System Section of this Schedule:

 
| **Nautilus  Modules**                           |   | **Quantity**            |       | **Unit Price** |   | **Total Fee** |      |
|-------------------------------------------------|--------|-------------------------|------------|----------------|--------|---------------|-----------|
| •  Multi-User  Archive                |   | 1                       | ** ** | **[***]**      |   | $             | **[***]** |   |
| •  COLD Reporting                     |   | 1                       | ** ** | **[***]**      |   | $             | **[***]** |   |
| •  Advanced Mail                      |   | 1                       | ** ** | **[***]**      |   | $             | **[***]** |   |
| •  Print  Distribution                |   | 1                       | ** ** | **[***]**      |   | $             | **[***]** |   |
| •  DVD Authoring                      |   | 1                       | ** ** | **[***]**      |   | $             | **[***]** |   |
| •  Named Clients  (1-2 Clients)       |   | 2                       | ** ** | **[***]**      |   | $             | **[***]** |   |
| •  Concurrent  Clients (1-40 Clients) |   | 55                      | ** ** | **[***]**      |   | $             | **[***]** |   |
|                                            |   |                    |       |           |   |          |      |   |
| Total ImageSoft License  Fees:                  |   | $   **[***]** |       |           |   |          |      |   |
|                                                 |        |                         |            |                |        |               |           |  |  |  |

 

                             

 

C.            SoftwareLicense includes:

 

•              Usage of runtime code for theImageSoft Software Modules shown in B above.

•           One electronic copy ofSystem Documentation and Instruction Manuals for use of the Software System.

 

D.            Location(s):

 
| **Site Location:**                                                 |   | **Billing Location:**                                                                            |   | **Payment Location:**                                                                                 |   |
|--------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------|--------|
| Compass Bank for Savings  One Compass Place  New Bedford, MA 02740 |   | Compass Bank for Savings  One Compass Place  New Bedford, MA 02740  ATTN:  Accounts Payable |   | ImageSoft Technologies  2600 Maitland Center Parkway, Suite 200  Maitland, FL 32751  ATTN: Controller |   |
|                                                               |   |                                                                                             |   |                                                                                                  |   |
| **Disaster  Recovery Location:**                                   |   |                                                                                             |   |                                                                                                  |   |
| **[***]**                                                          |   |                                                                                             |   |                                                                                                  |   |
| **Archive  Site**                                                  |   |                                                                                             |   |                                                                                                  |   |
| **[***]**                                                          |   |                                                                                             |   |                                                                                                  |   |

 

1

----

 

E.             LicenseFee Payment Schedule:

 

Invoices will be issuedaccording to the following timetable:

 

| **Date** |   | **Event**                                                 |   | **Amount  Payable** |   |
|----------|--------|-----------------------------------------------------------|--------|---------------------|--------|
| TBD      |   | Upon execution of this Agreement                          |   | $                   | [***]  |   |
| TBD      |   | Upon completion of Integration Test at Client’s site |   | $                   | [***]  |   |
| TBD      |   | Upon completion of Implementation                         |   | $                   | [***]  |   |

 

Professional Services Section

 

A.            ProfessionalServices Fees (Implementation):

 

The costs forProfessional Services Fees regarding implementation of Client are $ **[***]**.

 

| **Description**                                                                                                                                                                                                |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Pre-Installation  & Planning Meeting — meeting on-site to analyze installation logistics,  system utilization, documents types, and interface requirements.                                           |
|                                                                                                                                                                                                           |
| Archive / Client  Baseline – database Server setup for 1st institution, 1-10 Client  Workstations (at the same location), 1 day Administration, Operator, and  Client Installation consultative training. |
|                                                                                                                                                                                                           |
| COLD Processor  Installation – COLD Processor Module setup, Statement file setup  Administration and Report Setup, and 1⁄2 Day Operator consultative training.                                         |
|                                                                                                                                                                                                           |
| Advanced Mail  Services – install and set up the Advanced Mail Services module.                                                                                                                           |
|                                                                                                                                                                                                           |
| Print Distribution  Installation – install and set up of the Print Distribution module.                                                                                                                   |
|                                                                                                                                                                                                           |
| DVD Authoring  Installation – Install and set up of DVD Authoring module.                                                                                                                                 |
|                                                                                                                                                                                                           |
| Integration,  pre-staging and testing of Client supplied archive server.                                                                                                                                       |
|                                                                                                                                                                                                           |
| Nautilus Training  – includes end user training and systems administration training for one  attendee at ImageSoft’s Maitland, Florida office.                                                       |
|                                                                                                                                                                                                           |

 

B.            ImplementationDeliverables:

 

1.             Project Plan

•                  Tobe mutually developed, agreed upon and maintained during implementation.

•                  TheProject Plan shall be attached as Attachment A hereto.

 

2.             Software modules shown in License Section.

 

3.             The Equipment shown in the Third Party Hardware andSoftware Section.

 

C.            ProfessionalServices Fees Payment Schedule:

 

Invoices will be issuedaccording to the following timetable:

 

2

----

 

| **Date** |   | **Event**                                   |   | **Amount  Payable** |   |
|----------|--------|---------------------------------------------|--------|---------------------|--------|
| TBD      |   | Upon execution of this Agreement            |   | $                   | [***]  |   |
| TBD      |   | One month after execution of this Agreement |   | $                   | [***]  |   |
| TBD      |   | Upon completion of Implementation           |   | $                   | [***]  |   |

 

Maintenance Services Section

 

A.            MaintenanceServices:

 

1.                                       Theinitial term of maintenance shall be for **[***]** commencing upon termination of thewarranty period and shall be automatically renewed for successive one yearperiods (or fractions of one year periods to remain co-terminus with the FiservCOS Master License Agreement to which this agreement is appended) unlessterminated upon 30 days prior written notice by either party to the otherbefore expiration of the initial or any additional term.

 

2.                                       SoftwareModules:  Same as License Section.

 

3.                                       BasicMaintenance Fee:

 

a.**              ****[***]** of the Total License Fees peryear.  For the initial maintenance term,the Basic Maintenance Fee shall be $**[***]** per year.

 

4.                                       SpecialMaintenance Fee:  N/A.

 

5.                                       AnnualIncrease Amount:

 

Shall be limited to thelesser of **[***]** or the change in the U.S. Department of Labor, ConsumerPrice Index (CPI) for the Urban Wage Earners and Clerical Workers, All Cities,(1982=100) for the 12 month period preceeding the effective date of thisSchedule.

 

B.            MaintenanceFee Payment Schedule:

 

Maintenance Feeswill be invoiced yearly in advance commencing upon expiration of the warrantyperiod.

 

Computer System Section

 

The Computer System upon which the Software will beoperated consists of the following components plus additional Third PartyHardware and Software identified in that Section of this Schedule:

 

| **Description**                                                           |   | **Units** |   |
|---------------------------------------------------------------------------|--------|-----------|--------|
| All components shown in Third Party  Hardware and Software Section below. |   |      |   |

 

Third Party Hardware and Software Section

 

A.            ThirdParty Hardware and Software:

 

The following componentsmake up the Equipment referred to in the Professional Services Section:

 

3

----

 
| **Description**                                                                                                                                                                                                                                                                                                                                                                                               |   | **Units** |   | **Client  Price/Unit** |   | **Extended  Price** |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------|--------|------------------------|--------|---------------------|--------|
| Third Party  Software                                                                                                                                                                                                                                                                                                                                                                                         |   |      |   |                   |   |                |   |
| **• ****[***]**                                                                                                                                                                                                                                                                                                                                                                                     |   | 77        |   | Customer supplied      |   | Customer supplied   |   |
| **•****  [***]**                                                                                                                                                                                                                                                                                                                                                                                    |   | 1         |   | Customer supplied      |   | Customer supplied   |   |
| **•****  [***]**                                                                                                                                                                                                                                                                                                                                                                                    |   | 2         |   | Customer supplied      |   | Customer supplied   |   |
| **•****  [***]**                                                                                                                                                                                                                                                                                                                                                                                    |   | 1         |   | Customer supplied      |   | Customer supplied   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |      |   |                   |   |                |   |
| **[***]** (ImageSoft minimum  recommended configuration)                                                                                                                                                                                                                                                                                                                                                      |   | 1         |   | Customer supplied      |   | Customer supplied   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |      |   |                   |   |                |   |
| (1) **[***]** / Xeon  1400 GHz processor, 1 GB RAM, Dual Channel Integrated  Ultra2 SCSI adapter, **[***]**,  Keyboard, Mouse, monitor, 2 x 18.2 GB drives, 8 x 72.8 GB drives, **[***]** MHz 2 CH  Wide Ultra3 SCSI adapter, , Smart Array 5i Plus Controller and BBWC Enabler  option kit, T2200 XR UPS, **[***]** w/5 clients, Veritas backup Exec for Win  NT, Warranty: 24 x 7 4Hr On site Response |   |      |   |                   |   |                |   |
| (1) Veritas Backup Exec  SQL Server Agent for Win NT v8.6                                                                                                                                                                                                                                                                                                                                                     |   |      |   |                   |   |                |   |
| (1) 56.6 External US  Robotics Modem                                                                                                                                                                                                                                                                                                                                                                          |   |      |   |                   |   |                |   |
| (1) Modem Cable (6 ft)                                                                                                                                                                                                                                                                                                                                                                                        |   | 1         |   | Customer supplied      |   | Customer supplied   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |      |   |                   |   |                |   |
| DVD Writer and  Media                                                                                                                                                                                                                                                                                                                                                                                         |   | 1         |   | $                      | [***]  |                | $      | [***] |   |
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |      |   |                   |   |                |   |
| (1) DVD-Recorder 4.7 GB  (Includes Prassi recording sw)                                                                                                                                                                                                                                                                                                                                                       |   |      |   |                   |   |                |   |
| (1) Adaptec 2940 Ultra SCSI card                                                                                                                                                                                                                                                                                                                                                                              |   |      |   |                   |   |                |   |
| (1) SCSI Cable                                                                                                                                                                                                                                                                                                                                                                                                |   |      |   |                   |   |                |   |
| (1) Blank DVDs and  Jewel Cases (Qty. 20)                                                                                                                                                                                                                                                                                                                                                                     |   |      |   |                   |   |                |   |
|                                                                                                                                                                                                                                                                                                                                                                                                          |   |      |   |                   |   |                |   |
| Total                                                                                                                                                                                                                                                                                                                                                                                                         |   |      |   |                   |   | $                   | [***]  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                               |        |           |        |                        |        |                     |        |  |  |

 

 

B.            ThirdParty Hardware and Software Payment Schedule:

 

| **Date** |   | **Event**                       |   | **Amount  Payable** |   |
|----------|--------|---------------------------------|--------|---------------------|--------|
| TBD      |   | Upon execution of this Schedule |   | $                   | [***]  |   |
| TBD      |   | Upon shipment to Client         |   | $                   | [***]  |   |

 

Additional Terms Section

 

A.           Except as otherwiseexpressly provided herein, Client agrees to pay actual and reasonable traveland living expenses of ImageSoft employees and ImageSoft authorized contractorswho render services at either the Location or any other Client site inconnection with the activities described in this Schedule.  All expenses shall be itemized on invoicessubmitted by ImageSoft and shall be due and payable upon presentation of eachinvoice as provided herein.

B.             ImageSoft isextending to Client a **[***]** in the amount of $**[***]** to be applied to invoices issued uponcompletion of Implementation of this Schedule I.

C.             All training includedas part of this Exhibit must be completed with twelve (12) months from theexecution date of this Schedule I.

 

4

----

 

IN WITNESS WHEREOF, the partieshave caused this Schedule to be executed by their duly authorized representativesas of the date indicated below.

 
| **FISERV  SOLUTIONS, INC.  d/b/a IMAGESOFT TECHNOLOGIES** | **COMPASS  BANK FOR SAVINGS** |
|-----------------------------------------------------------|-------------------------------|
|                                                      |                          |
| By: /s/ DAVID C. WILCOX                                   |                          | By: /s/ ARTHUR W. SHORT |   |
|                                                      |                          |
| Name:                                                     | David C. Wilcox               |   | Name: | Arthur W. Short |   |
|                                                      |                          |
| Title:                                                    | Senior Vice President         |   | Title: | COO and Executive Vice  President |   |
|                                                      |                          |
| Date:                                                     | August 28, 2002               |   | Date: | August 28, 2002 |   |
|                                                           |                               |  |  |  |  |  |  |  |  |  |  |

 

5

----

 

**ATTACHMENT A**

 

**Project Plan**

**(To be agreed upon)**

 

6

----

 

 

ATTACHMENT B

 

**ASSUMPTIONSLIST**

 

7

----

 

1.0 Configuration Assumptions 

Based upon the operational constraints and volumeinformation that Compass Bank for Savings personnel have provided, ImageSofthas prepared an integrated hardware / software configuration to meet yourperformance expectations.  Following arethe assumptions that have been used to create this configuration with resultingprocessing characteristics:

 

**DataInput**

** **

**1.****              A maximum of****[***] pages of COLDReport or text statement information (****[***]) with a****[***] annual growth is ingested monthly.**

** **

**2.****              ImageSoft assumesevery COLD Report Type ingested into Nautilus from Compass Bank for Savingswill have a unique Report identifier and unique Institution number that arestatic in its location. Additionally, Nautilus can support getting the Reportidentifier and Institution number from the file header in a single report perfile environment, which will enhance COLD Report ingestion performance.**

** **

**3.****              Document and imageinformation is managed according to a parameter-based retention strategy asfollows (Client is to supply hardware):**

** **

***COLD Reports***

**•****                 ****[***] months ofreports online.**

**•****                 ****[***] months ofreports off-line.**

** **

***Indexes***

**•****                 ****[***] months ofindexes for all objects.  Compass Bankfor Savings may expand the RAID array to maintain any object indexes to meettheir service levels.**

** **

**4.****              Based upon thisretention strategy, the Nautilus Application server will manage the appropriatemulti-tier storage resources as follows:**

** **

**•****                   Hot-swappableRAID and power supplies were used to satisfy ImageSoft’s service levels forhardware redundancy.  If service levelsfor hardware redundancy have not been met, ImageSoft can reconfigure thehardware to meet Compass Bank for Savings requirements (at additional cost —outside the scope of this proposal).**

** **

**•****                  Total on-linestorage is configured for tier 1 high availability and data integrity usingRAID (level 5) resources.  It includessufficient space for all index information and system executables (e.g.,operating system, temporary files, database logging, etc.).  The system is configured using 2 x 18.2 GBdisk drives in a RAID (level 1) for operating system and database logging and 8x 72.8 GB disk drives in a RAID (level 5) for indexes and images, and tempspace.**

** **

8

----

 

**•****                  Hardware is tobe supplied by Compass Bank for Savings.**

** **

**•****                  Remaining(off-line) storage may be maintained “on-shelf”.**

** **

**DataAccess**

** **

**5.****                                      CompassBank for Savings has indicated that their desktop environment of users isadequately supported by 55 concurrent (occasional / shared access) and 2 named(dedicated access) client licenses. Also included are 2 named licenses required for system processes.  Third party software to support theseworkstations is to be supplied by Compass Bank for Savings.**

** **

**6.****                                      CompassBank for Savings is responsible for all LAN / WAN equipment and networkingrequired to support the proposed system.**

** **

**7.****                                      CompassBank for Savings may leverage PC equipment or acquire new hardware that meetsthe minimum hardware requirements indicated in the attachments to thisproposal.**

** **

**8.****                                      ImageSoftassumes that Compass Bank for Savings is using the ‘Per Server’ licensing modelfor****[***].  These products require a client accesslicense (CAL) for each Nautilus client and teller workstation. ****[***] Licensing enables Compass Bank for Savingsto provide an unlimited number of****[***] to their customers.  Due to the large number of clientconnections proposed, this solution would be more cost effective for CompassBank for Savings. Third party software is to be supplied by Compass Bank forSavings.**

** **

**9.****                                      ImageSofthas provided****[***]communication software that allows Compass Bank for Savings operations toverify status of system processes for the Archive Server.  ImageSoft also utilizes this software for****[***] diagnostics inproviding maintenance and support to Compass Bank for Savings.**

** **

**10.****                               ImageSoftis responsible for the installation & configuration all multi-user Nautilussoftware modules proposed and up to 10 Nautilus clients on-site. Compass Bankfor Savings is responsible for installation and configuration of additionalNautilus clients.  ImageSoft can quotethe necessary professional services for this effort if elected by Compass Bankfor Savings (outside the scope of this proposal).  Should Compass Bank for Savings require workstation installationand configuration at remote branches, additional costs for travel days, traveltime, meals and lodging will be billed at actual expense.**

** **

**11.****                               CompassBank for Savings will provide****[***] to protect system data.  Compass Bank for Savings is responsible forroutine backup activities.**

 

9

----

 

**12.****                               CompassBank for Savings is responsible for any maintenance or repairs to the thirdparty hardware provided within the scope of this proposal.  It is the responsibility of Compass Bank forSavings to elect hardware maintenance through client service agreementsdirectly with the hardware vendor(s) that will meet their individualneeds.  Maintenance may be extended toinclude same day response time and extended hours coverage where available fromthe vendor.  Maintenance options must beextended within a vendor-specified period of time from the date of hardwareshipment.**

** **

**13.****                               ShouldCompass Bank for Savings elect to purchase the proposed Third Party Hardwareand Software from a vendor other than ImageSoft, a pre-staging fee will becharged to Compass Bank for Savings.**

** **

**ProductionOutput**

**14.****                               System-widebackups and network print is supported by the Nautilus Application server asappropriate.**

 

**TheImageSoft recommended storage strategy is parameter-driven and highlyflexible.  It may be easily expanded tomeet the additional production and service level response specified by CompassBank for Savings.**

** **

***[Note: Hardware and storage resources to meet expandedrequirements are at additional cost, beyond the scope of this proposal.  Due to continuous technology advances,ImageSoft recommends that Compass Bank for Savings add storage and processingresources on an incremental basis — only as needed.]***

 

10

----

 

Fiserv Solutions, Inc., aWisconsin corporation d/b/a ImageSoft Technologies (“ImageSoft”) and CompassBank for Savings (“Client”) wish to add this Schedule II to the Exhibit I-1dated July 24, 2002.  Client agrees withImageSoft as follows:

 

**ScheduleII**

 

ImageSoft:             FiservSolutions Inc, d/b/a ImageSoft Technologies

 

Client:     CompassBank for Savings

 

License Section

A.            SoftwareSystem based on

 

•                               Numberof Accounts Processed       N/A

•                               Numberof Customers Processed     N/A

•                               Assetsizeof                     N/A

 

B.                                     Thefollowing ImageSoft Software Modules to function on the Computer System listedin the Computer System Section of this Schedule:

 
| **Nautilus  Modules**                           |   | **Quantity**                 |       | **Unit Price** |   | **Total Fee** |      |
|-------------------------------------------------|--------|------------------------------|------------|----------------|--------|---------------|-----------|
| •  Document  Imaging (Kofax 1st copy) |   | 1                            | ** ** | **[***]**      |   | $             | **[***]** |   |
| •  FAST Teller /  Platform Signature  |   | 1                            | ** ** | **[***]**      |   | $             | **[***]** |   |
|                                            |   |                         |       |           |   |          |      |   |
| Total ImageSoft License Fees:                   |   | $   **[***]** |       |           |   |          |      |   |
|                                                 |        |                              |            |                |        |               |           |  |  |  |  |

 

 

 

C.                                     SoftwareLicense includes:

•                               Usageof runtime code for the ImageSoft Software Modules shown in B above.

•                               Oneelectronic copy of System Documentation and Instruction Manuals for use of theSoftware System.

 

 

D.                                    Location(s):

 
| **Site Location:**                                                 |   | **Billing Location:**                                                                            |   | **Payment Location:**                                                                                 |   |
|--------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------|--------|
| Compass Bank for Savings  One Compass Place  New Bedford, MA 02740 |   | Compass Bank for Savings  One Compass Place  New Bedford, MA 02740  ATTN:  Accounts Payable |   | ImageSoft Technologies  2600 Maitland Center Parkway, Suite 200  Maitland, FL 32751  ATTN: Controller |   |
|                                                               |   |                                                                                             |   |                                                                                                  |   |
| **Disaster Recovery Location:**                                    |   |                                                                                             |   |                                                                                                  |   |
| **[***]**                                                          |   |                                                                                             |   |                                                                                                  |   |
|                                                               |   |                                                                                             |   |                                                                                                  |   |
| **Archive Site**                                                   |   |                                                                                             |   |                                                                                                  |   |
| **[***]**                                                          |   |                                                                                             |   |                                                                                                  |   |

 

1

----

 

E.             LicenseFee Payment Schedule:

 

Invoices will be issuedaccording to the following timetable:

 

| **Date** |   | **Event**                                   |   | **Amount  Payable** |   |
|----------|--------|---------------------------------------------|--------|---------------------|--------|
| TBD      |   | Upon execution of this Agreement            |   | $                   | [***]  |   |
| TBD      |   | One month after execution of this Agreement |   | $                   | [***]  |   |
| TBD      |   | Upon completion of Implementation           |   | $                   | [***]  |   |

 

Professional Services Section

 

A.            ProfessionalServices Fees (Implementation):

 

The costs forProfessional Services Fees regarding implementation of Client are $**[***]**.

 

| **Description**                                                                                                                                                                                                  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Document Imaging Installation – install of Document Imaging module,  Scanner interface Configuration and setup of up to 10 document types.  1 day Operation and Administration  consultative training. |
| FAST / Teller Signature Installation – Install and set up of FAST /  Teller Signature module.                                                                                                               |

 

B.            ImplementationDeliverables:

1.               Project Plan

•                  Tobe mutually developed, agreed upon and maintained during implementation.

•                  TheProject Plan shall be attached as Attachment A hereto.

 

0.               Software modulesshown in License Section.

 

1.               The Equipment shownin the Third Party Hardware and Software Section.

 

C.            ProfessionalServices Fees Payment Schedule:

 

Invoices will be issuedaccording to the following timetable:

 

| **Date** |   | **Event**                                   |   | **Amount  Payable** |   |
|----------|--------|---------------------------------------------|--------|---------------------|--------|
| TBD      |   | Upon execution of this Agreement            |   | $                   | [***]  |   |
| TBD      |   | One month after execution of this Agreement |   | $                   | [***]  |   |
| TBD      |   | Upon completion of Implementation           |   | $                   | [***]  |   |

 

Maintenance Services Section

 

A.            MaintenanceServices:

1.                                       Theinitial term of maintenance shall be for **[***]** commencing upon termination of thewarranty period and shall be automatically renewed for successive one yearperiods (or fractions of one year periods to remain co-terminus with the FiservCOS Master License Agreement to which this agreement is appended) unlessterminated upon 30 days prior written notice by either party to the otherbefore expiration of the initial or any additional term.

 

2

----

 

2.                                       SoftwareModules:  Same as License Section.

 

3.                                       BasicMaintenance Fee:

 

**[***]** of the Total License Fees peryear.  For the initial maintenance term,the Basic Maintenance Fee shall be $**[***]** per year.

 

4.                                       SpecialMaintenance Fee:  N/A.

 

5.                                       AnnualIncrease Amount:

 

Shall be limited to thelesser of **[***]** or the change in the U.S. Department of Labor, ConsumerPrice Index (CPI) for the Urban Wage Earners and Clerical Workers, All Cities,(1982=100) for the 12 month period preceeding the effective date of thisSchedule.

 

B.            MaintenanceFee Payment Schedule:

 

Maintenance Fees will beinvoiced yearly in advance commencing upon expiration of the warranty period.

 

Computer System Section

 

The Computer System upon which the Software will beoperated consists of the following components plus additional Third PartyHardware and Software identified in that Section of this Schedule:

 

| **Description**                                                           |   | **Units** |   |
|---------------------------------------------------------------------------|--------|-----------|--------|
| All components shown in Third Party  Hardware and Software Section below. |   |      |   |

 

Third Party Hardware and Software Section

 

A.            ThirdParty Hardware and Software:

 

The following componentsmake up the Equipment referred to in the Professional Services Section:

 
| **Description**                                                                       |   | **Units** |   | **Client  Price/Unit** |   | **Extended  Price** |   |
|---------------------------------------------------------------------------------------|--------|-----------|--------|------------------------|--------|---------------------|--------|
| Third Party  Software                                                                 |   |      |   |                   |   |                |   |
| **• ****[***]**                                                             |   | 300       |   | Customer supplied      |   | Customer supplied   |   |
| **•****  [***]**                                                            |   | 1         |   | Customer supplied      |   | Customer supplied   |   |
|                                                                                  |   |      |   |                   |   |                |   |
| Compaq Document  Imaging Workstation                                                  |   | 1         |   | $                      | [***]  |                | $      | [***] |   |
|                                                                                  |   |      |   |                   |   |                |   |
| (1) Compaq EVO  D500 CMT P4/1.8 Ghz, 128MB, 20GB, CD, mouse, kybd, 10/100 NIC, NT/W2K |   |      |   |                   |   |                |   |
| (1) Compaq 21”  monitor                                                          |   |      |   |                   |   |                |   |
| (1) ATI Video  Accelerator Card 16 MB                                                 |   |      |   |                   |   |                |   |
| (1) Fujitsu  4097D SCSI 50 PPM B/W scanner ADF100                                     |   |      |   |                   |   |                |   |
| (1) Kofax  Adrenaline  Processing Accel                                          |   |      |   |                   |   |                |   |
| (1) Scanner  Cable SCSI Interface                                                     |   |      |   |                   |   |                |   |
|                                                                                  |   |      |   |                   |   |                |   |
| Total                                                                                 |   |      |   |                   |   | $                   | [***]  |   |
|                                                                                       |        |           |        |                        |        |                     |        |  |  |

 

B.            ThirdParty Hardware and Software Payment Schedule:

 

3

----

 

| **Date** |   | **Event**                       |   | **Amount  Payable** |   |
|----------|--------|---------------------------------|--------|---------------------|--------|
| TBD      |   | Upon execution of this Schedule |   | $                   | [***]  |   |
| TBD      |   | Upon shipment to Client         |   | $                   | [***]  |   |

 

Additional Terms Section

 

A.           Except as otherwiseexpressly provided herein, Client agrees to pay actual and reasonable traveland living expenses of ImageSoft employees and ImageSoft authorized contractorswho render services at either the Location or any other Client site inconnection with the activities described in this Schedule.  All expenses shall be itemized on invoicessubmitted by ImageSoft and shall be due and payable upon presentation of each invoiceas provided herein.

 

B.             All training includedas part of this Exhibit must be completed with twelve (12) months from theexecution date of this Schedule II.

 

IN WITNESS WHEREOF, the parties have caused this Schedule to beexecuted by their duly authorized representatives as of the date indicatedbelow.

 
| **FISERV  SOLUTIONS, INC.  d/b/a IMAGESOFT TECHNOLOGIES** | **COMPASS  BANK FOR SAVINGS** |
|-----------------------------------------------------------|-------------------------------|
|                                                      |                          |
| By: /s/ DAVID C. WILCOX                                   |                          | By: /s/ ARTHUR W. SHORT |   |
|                                                      |                          |
| Name:                                                     | David C. Wilcox               |   | Name: | Arthur W. Short |   |
|                                                      |                          |
| Title:                                                    | Senior Vice President         |   | Title: | COO and Executive Vice  President |   |
|                                                      |                          |
| Date:                                                     | August 28, 2002               |   | Date: | August 28, 2002 |   |
|                                                           |                               |  |  |  |  |  |  |  |  |  |  |

 

4

----

 

**ATTACHMENT A**

 

**Project Plan**

**(To be agreed upon)**

 

5

----

 

Fiserv Solutions, Inc., aWisconsin corporation d/b/a ImageSoft Technologies (“ImageSoft”) and CompassBank for Savings (“Client”) wish to add this Schedule III to the Exhibit I-1dated July 24, 2002.  Client agrees withImageSoft as follows:

 

**ScheduleIII**

 

ImageSoft:             FiservSolutions Inc, d/b/a ImageSoft Technologies

 

Client:     CompassBank for Savings

 

License Section

 

A.            SoftwareSystem based on

 

•                                          Numberof AccountsProcessed          NA

•                                          Numberof Customers Processed        N/A

•                                          Assetsizeof                 N/A

 

B.                                     Thefollowing ImageSoft Software Modules to function on the Computer System listedin the Computer System Section of this Schedule:

 

 
| **Nautilus  Modules**            |   | **Quantity**            |       | **Unit Price** |   | **Total Fee** |      |
|----------------------------------|--------|-------------------------|------------|----------------|--------|---------------|-----------|
| •  Check Image  Import |   | 1                       | ** ** | **[***]**      |   | $             | **[***]** |   |
|                             |   |                    |       |           |   |          |      |   |
| Total ImageSoft License Fees:    |   | $   **[***]** |       |           |   |          |      |   |
|                                  |        |                         |            |                |        |               |           |  |  |  |  |

 

 

 

C.            SoftwareLicense includes:

 

•              Usage of runtime code for theImageSoft Software Modules shown in B above.

•           One electronic copy ofSystem Documentation and Instruction Manuals for use of the Software System.

 

D.            Location(s):

 
| **Site Location:**                                                 |   | **Billing Location:**                                                                            |   | **Payment Location:**                                                                                 |   |
|--------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------------------------------------------------|--------|
| Compass Bank for Savings  One Compass Place  New Bedford, MA 02740 |   | Compass Bank for Savings  One Compass Place  New Bedford, MA 02740  ATTN:  Accounts Payable |   | ImageSoft Technologies  2600 Maitland Center Parkway, Suite 200  Maitland, FL 32751  ATTN: Controller |   |
|                                                               |   |                                                                                             |   |                                                                                                  |   |
| **Disaster Recovery Location:**                                    |   |                                                                                             |   |                                                                                                  |   |
| **[***]**                                                          |   |                                                                                             |   |                                                                                                  |   |
|                                                               |   |                                                                                             |   |                                                                                                  |   |
| **Archive Site**                                                   |   |                                                                                             |   |                                                                                                  |   |
| **[***]**                                                          |   |                                                                                             |   |                                                                                                  |   |

 

1

----

 

E.             LicenseFee Payment Schedule:

 

Invoices will be issuedaccording to the following timetable:

 

| **Date** |   | **Event**                                   |   | **Amount  Payable** |   |
|----------|--------|---------------------------------------------|--------|---------------------|--------|
| TBD      |   | Upon execution of this Agreement            |   | $                   | [***]  |   |
| TBD      |   | One month after execution of this Agreement |   | $                   | [***]  |   |
| TBD      |   | Upon completion of Implementation           |   | $                   | [***]  |   |

 

Professional Services Section

 

A.            ProfessionalServices Fees (Implementation):

 

The costs forProfessional Services Fees regarding implementation of Client are $**[***]**.

 

| **Description**                                                             |
|-----------------------------------------------------------------------------|
| Check Import Installation – Install and set up of Check Import module. |

 

B.            ImplementationDeliverables:

1.               Project Plan

•                  Tobe mutually developed, agreed upon and maintained during implementation.

•                  TheProject Plan shall be attached as Attachment A hereto.

 

2.               Software modulesshown in License Section.

 

1.               The Equipment shownin the Third Party Hardware and Software Section.

 

C.            ProfessionalServices Fees Payment Schedule:

 

Invoices will be issuedaccording to the following timetable:

 

| **Date** |   | **Event**                                   |   | **Amount  Payable** |   |
|----------|--------|---------------------------------------------|--------|---------------------|--------|
| TBD      |   | Upon execution of this Agreement            |   | $                   | [***]  |   |
| TBD      |   | One month after execution of this Agreement |   | $                   | [***]  |   |
| TBD      |   | Upon completion of Implementation           |   | $                   | [***]  |   |

 

Maintenance Services Section

 

A.            MaintenanceServices:

1.                                       Theinitial term of maintenance shall be for **[***]** commencing upon termination of thewarranty period and shall be automatically renewed for successive one yearperiods (or fractions of one year periods to remain co-terminus with the FiservCOS Master License Agreement to which this agreement is appended) unlessterminated upon 30 days prior written notice by either party to the otherbefore expiration of the initial or any additional term.

 

2.                                       SoftwareModules:  Same as License Section.

 

3.                                       BasicMaintenance Fee:

 

2

----

 

**[***]**of the Total License Fees per year.  Forthe initial maintenance term, the Basic Maintenance Fee shall be $**[***]** per year.

 

4.                                       SpecialMaintenance Fee:  N/A.

 

5.                                       AnnualIncrease Amount:

 

Shall be limited to thelesser of **[***]**or the change inthe U.S. Department of Labor, Consumer Price Index (CPI) for the Urban WageEarners and Clerical Workers, All Cities, (1982=100) for the 12 month periodpreceeding the effective date of this Schedule.

 

B.            MaintenanceFee Payment Schedule:

 

Maintenance Fees will beinvoiced yearly in advance commencing upon expiration of the warranty period.

 

Computer System Section

 

The Computer System upon which the Software will beoperated consists of the following components plus additional Third PartyHardware and Software identified in that Section of this Schedule:

 

| **Description**                                                           |   | **Units** |   |
|---------------------------------------------------------------------------|--------|-----------|--------|
| All components shown in Third Party  Hardware and Software Section below. |   |      |   |

 

Third Party Hardware and Software Section

A.            ThirdParty Hardware and Software:  Notapplicable to this Schedule III.

B.            ThirdParty Hardware and Software Payment Schedule: Not applicable to this Schedule III.

 

 

Additional Terms Section

A.            Except as otherwise expressly provided herein, Clientagrees to pay actual and travel time and reasonable travel and living expensesof ImageSoft employees and ImageSoft authorized contractors who render servicesat either the Location or any other Client site in connection with theactivities described in this Schedule. All expenses shall be itemized on invoices submitted by ImageSoft andshall be due and payable upon presentation of each invoice as provided herein.

 

B.            All training included as part of this Exhibit must becompleted with twelve (12) months from the execution date of this Exhibit.

 

3

----

 

IN WITNESS WHEREOF, the parties have caused this Schedule to beexecuted by their duly authorized representatives as of the date indicatedbelow.

 
| **FISERV  SOLUTIONS, INC.  d/b/a IMAGESOFT TECHNOLOGIES** | **COMPASS  BANK FOR SAVINGS** |
|-----------------------------------------------------------|-------------------------------|
|                                                      |                          |
| By: /s/ DAVID C. WILCOX                                   |                          | By: /s/ ARTHUR W. SHORT |   |
|                                                      |                          |
| Name:                                                     | David C. Wilcox               |   | Name: | Arthur W. Short |   |
|                                                      |                          |
| Title:                                                    | Senior Vice President         |   | Title: | COO and Executive Vice  President |   |
|                                                      |                          |
| Date:                                                     | August 28, 2002               |   | Date: | August 28, 2002 |   |
|                                                           |                               |  |  |  |  |  |  |  |  |  |  |

 

4

----

 

**ATTACHMENT A**

 

**Project Plan**

**(To be agreed upon)**

 

5

----