2004 Restated CSCU Card Processing Service Agreement



 Exhibit 10.37 
  
 2004 RESTATED CSCU CARD PROCESSING SERVICE AGREEMENT 
 This 2004 Restated CSCU Card Processing Services Agreement (this “Agreement”) is 
 made as 
 of January 1, 2004 by and between Card Services for Credit Unions, Inc., a 
 Florida corporation 
 (“CSCU”) and Certegy Card Services, Inc. (formerly Equifax Card Services, Inc.), 
 a Florida 
 corporation (“Certegy”) with reference to the following
facts: 
 A. CSCU is an organization consisting of member credit unions (the “Credit 
 Unions”), 
 which are licensees of VISA U.S.A., Inc. (“VISA”) and/or MasterCard 
 International, Inc. 
 (“MasterCard”). 
 B. Among other purposes, CSCU has been organized for the purpose of obtaining 
 and 
 maintaining one or more bank identification numbers (BIN’s) issued by VISA 
 and/or interbank 
 card association numbers (ICA’s) issued by MasterCard for shared use by the 
 Credit Unions in 
 connection with their VISA and/or MasterCard programs.

 C. Certegy is engaged in the business of providing card processing services to 
 assist 
 licensees of VISA and MasterCard in the operation of their card programs. 
 D. CSCU, in a desire to retain Certegy on an exclusive basis to provide card 
 processing 
 services to the Credit Unions, entered into the CSCU Card Processing Service 
 Agreement with 
 Equifax Card Services, Inc., f/k/a Telecredit Service Center,
Inc., on February 
 7, 1989, which 
 was amended on September 15,
1989, July 1, 1992, March 27, 1993, and April 1, 
 1993 
 (collectively, the Original Agreement”). The parties entered into a Restated 
 CSCU Card 
 Processing Service Agreement on February 16, 1994, which they later amended on 
 August 2, 
 1997 and April 1, 1999 (the “Restated Agreement”). The term of the Restated 
 Agreement 
 extends through September 30, 2004. 
 E. The parties now desire to enter into this Agreement to extend the term of the 
 Restated 
 Agreement from October 1, 2004 through December 31, 2009 (the “Extended 
 Period”), and to 
 update and again restate the terms of their Agreement.

 NOW, THEREFORE, in consideration of the mutual covenants contained in this 
 Agreement, the 
 parties agree as follows: 
 Services. 1. 
 1.1 Retention of Certegy. By this Agreement, CSCU retains Certegy, and Certegy 
 agrees, to provide card processing services to the Credit Unions in accordance 
 with the terms of 
 this Agreement. The services to be provided (the “Services”) include all of the 
 items referenced 
 on Schedules A, B, C, E, G, J, K and L. Except as otherwise
provided for in this 
 Agreement, so 
 long as this Agreement
remains in effect, CSCU shall not retain any other party 
 to provide any of 







 the Services. If CSCU wishes to utilize or offer additional services or products 
 not included on 
 any of the Schedules or Exhibits, CSCU shall provide Certegy
the right of first 
 refusal to provide 
 those other services or
products. In this event, CSCU shall provide to Certegy 
 in writing the 
 specifications for those services or products and shall give Certegy ninety (90) 
 days from receipt 
 of such notice to advise CSCU if Certegy can provide the requested services 
 and/or products and 
 on what additional terms (i.e., fees). CSCU may obtain competitive bids from 
 other providers in 
 the industry for these other services and products not
included on the Schedules 
 or Exhibits, but 
 shall always
provide Certegy the opportunity to meet any competitive bid and 
 provide those 
 additional products and services. In the event that Certegy is unable or 
 unwilling to meet the bid 
 submitted by another third party processor, CSCU may purchase those services or 
 products from 
 such other provider. 
 1.2 Should CSCU
request a change to any of the Services that would require 
 modification of or addition to hardware or software utilized by Certegy or 
 hiring of additional 
 staff by Certegy or result in Certegy incurring any
additional expenses in 
 providing the Services 
 (e.g.,
customization of a particular program for a particular group of Credit 
 Unions, or should 
 CSCU request Certegy to implement a program sooner then scheduled by Certegy,) 
 then Certegy 
 and CSCU agree to negotiate whether and upon what terms such changes or 
 implementations 
 shall be provided. Certegy reserves the right to make changes to the Services 
 from time to time 
 so long as the changes do not prevent Certegy or CSCU from
meeting their 
 obligations to the 
 Credit Unions and
Cardholders (e.g., changing vendors, changing equipment, 
 upgrading software 
 and other changes that are determined necessary by Certegy, in its sole 
 discretion, to maintain 
 performance levels and competitiveness). Certegy shall be responsible for 
 implementing, at no 
 additional cost to CSCU or the Credit Unions, all updates and releases as 
 required by MasterCard 
 and/or Visa, as well as modifications to correct
problems with the Services that 
 are the 
 responsibility of
Certegy. Certegy shall test all changes, using commercially 
 reasonable means 
 including quality control checks, prior to placing changes into production, to 
 increase the 
 likelihood of a successful implementation. In addition, Certegy will present to 
 CSCU 
 information on new products and services prior to those new products or services 
 being offered 
 to the Credit Unions. 
 1.3 Credit Union Service Agreement. Certegy shall enter into a “Credit Union 
 Service Agreement,” substantially in the form of one of those agreements 
 attached as Exhibits 
 “B,” “B-1 and “B-2 with each Credit Union desiring to acquire the Services. 
 1.4 Minimum Rating Requirements. From time to time, CSCU and Certegy may 
 jointly establish minimum financial requirements
for eligibility in the program 
 offered pursuant 
 to this
Agreement. 
 1.5 Other Vendors. If a Credit Union wishes Certegy to provide to vendors data 
 pertaining to that Credit Union, that Credit Union shall provide written 
 authorization to Certegy 
 to provide that data as well as indemnification for claims pertaining to the 
 provision of that data 
 or the performance of any such vendors, in a form acceptable to Certegy. In 
 addition, Certegy 
 my require any such vendor to enter into written
agreements with Certegy 
 governing the 
 provisions of that data
and the vendor’s duty to protect the data from 
 compromise and 
 unauthorized use or disclosure. 
  

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 Fees for the Services. 2. 
 2.1 CSCU Enrollment Fee. At the time a Credit Union enters into a Credit Union 
 Service Agreement, that Credit Union shall pay to CSCU, and CSCU
hereby 
 authorizes Certegy 
 to collect on its behalf, a
nonrefundable enrollment fee of One Hundred Fifty 
 Dollars ($150.00). 
 2.2 Guaranteed Rates. Certegy shall charge the Credit Unions, and the Credit 
 Unions 
 shall pay, those fees set forth on Schedules “A”, “B”, “C”, “E”, “G”, “J”, “K” 
 and “L”, copies of 
 which are attached to and made a part of this Agreement (collectively, the 
 “Schedules”). Subject 
 to subparagraphs 2.3 and 2.4 of this
Agreement, those fees set forth on the 
 Schedules shall 
 remain
in effect through the term of this Agreement. 
 Pass through Fees. From time to time, Certegy shall have the right to increase 
 2.3 
 any of the fees over which it has no control up to the amount of the
actual cost 
 incurred by 
 Certegy including, but not limited
to, Certegy’s reasonable internal costs 
 (collectively, the “Pass 
 Through Fees”) and which are identified as such on the Schedules, effective as 
 of the date those 
 Pass Through Fees are increased to Certegy. CSCU shall not be responsible, 
 however, for any 
 MasterCard and Visa fines and penalties that result from Certegy’s failure to 
 fulfill its obligations 
 under this Agreement. 
 2.4 Fee Increases for Inflation. Effective October 1, 2004, upon written notice 
 in 
 accordance with section 2.5, Certegy shall have the right, three times during 
 the Extended 
 Period, to increase one or more of the fees set forth on the Schedules, 
 excluding the Pass 
 Through Fees, by a percentage equal to the Percentage
Increase, if any, in the 
 Consumer Price 
 Index as described
below, but not to exceed 3% in any one increase. For purposes 
 hereof, the 
 following definitions shall apply: 
 (i) The “Consumer Price Index” shall mean the Consumer Price Index of the
Bureau 
 of Labor Statistics of the United States Department of Labor (the “DOL”) for All 
 Urban 
 Consumers, U.S. City Average (1982-84=100), “All Items” (the
“Index”). If the 
 DOL 
 revises the basis on which the
Index is now calculated, the parties shall make 
 an 
 appropriate conversion to a revised “Index” on the basis of conversion factors 
 published 
 by the DOL. If conversion factors are not available from the DOL, either party 
 may 
 request the DOL to provide an appropriate conversion or adjustment. If the DOL 
 is 
 unable or unwilling to provide an appropriate conversion or adjustment, or if 
 the Index is 
 discontinued, the parties shall in good faith agree on a
suitable substitute for 
 the Index. 
 (ii) The “Percentage
Increase” shall mean the percentage equivalent to the 
 fraction, 
 the numerator of which is the Index for the Comparative Month less the Index for 
 the 
 Base Month, and the denominator of which is the Index for the Base Month. 
 (iii) The “Comparative Month” shall
mean the third month prior to the effective 
 date 
 of the
increase, and the “Base Month” shall mean (a) in the case of the first 
 increase for 
 any applicable Schedule, March of 2002, and (b) in the case of a subsequent 
 increases, 
 the month that was the Comparative Month for the last increase of the fees being 
 increased. 
  

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 2.5 Notice of Fee Modification. Any allowed fee modification shall be effective 
 on 
 the first calendar day of the next month following thirty (30) days prior

 written notice from 
 Certegy to CSCU and the Credit Unions.
Certegy shall document any fee 
 modification by 
 revising the
applicable Schedules, providing a copy of the revised Schedules to 
 CSCU and 
 providing notice of the changes to the individual Credit Unions. 
 2.6 Payment of Fees. Fees for processing transactions
shall be settled each 
 banking 
 day for the transactions
processed for the previous banking day and shall be 
 payable by 
 deduction from the various Accounts referenced in section 3 of this Agreement. 
 Fees for all 
 other Services shall be invoiced by Certegy monthly and shall be payable by 
 deduction from the 
 Accounts referenced in, and in accordance with, section 3 of this Agreement. 
 Settlement Procedures. 3. 
 Program Clearing Account. So long as this
agreement remains in effect, Certegy 
 3.1 
 shall maintain on
behalf of CSCU a demand deposit account (the “Program Clearing 
 Account” or 
 “PCA”) at a mutually agreeable financial institution the purpose of settling 
 transactions, charges, 

and reimbursements in connection with the Credit Unions’ VISA and MasterCard 
 programs. 
 Access. Certegy shall have the right to make deposits into and withdrawals from 
 3.2 
 the PCA for the following purposes: 
 (i) daily settlement of all incoming VISA and MasterCard cardholder amounts due 
 VISA and MasterCard; 
 (ii) daily settlement of fees payable to Certegy for the transactions processed 
 the 
 previous banking day; 
 (iii) monthly settlement of Certegy’s fees and charges other than daily 
 transaction 
 processing fees; 
 (iv) daily settlement
of all VISA and MasterCard fees charged CSCU or a CSCU 
 member by VISA or MasterCard or deducted from Certegy’s accounts, including 
 without 
 limitation the combined warning bulletin fees, interchange fees, and

 assessments; 
 (v) daily payment of any interest due Certegy
for Funds paid by Certegy to VISA 
 or 
 MasterCard on behalf of
the Credit Unions that were not available in the PCA 
 (the “PCA 
 Shortfall”), which interest shall be calculated at the prime rate charged by 
 Certegy’s 
 depository bank plus one percent (1%) for all PCA shortfall; 
 (vi) daily
investment for CSCU’s benefit of available funds from the PCA as 
 described in section 3.4; 
 (vii) settlement of all incoming debt transactions; and 
  

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 (viii) settlement of all outgoing debit transactions not more than three (3) 
 business days 
 following Certegy’s receipt of such outgoing debit
transactions from a Credit 
 Union. 
 3.3 Funding and Management
of the PCA. CSCU, through each of the Credit Unions, 
 shall 
 provide Certegy the funds to maintain on behalf of CSCU, at all times in the 
 PCA, a balance not 
 less than the following (the “Minimum Balance”): 
 (i) If Certegy
provides any of the Services referenced on Schedule “A” and “B”, 
 the 
 anticipated average number of credit cardholder accounts of each Credit Union 
 under its 
 VISA and/or MasterCard programs for the first 90 days or 300 accounts, whichever 
 is 
 greater, x 2.5 (anticipated charges per cardholder account per month) x $75 
 (anticipated 
 average transaction amount) divided by 21.5 (average business days per month); 
 plus 
 (ii) If Certegy provides any of the Services referenced on Schedule
“E” and “J”, 
 the 
 anticipated average
number of debit cardholder accounts of each Credit Union 
 under its 
 VISA and/or MasterCard programs for the first 90 days or 300 accounts, whichever 
 is 
 greater, x 5 (anticipated debits per cardholder account per month) x $40 
 (anticipated 
 average debit amount) divided by 21.5 (average business days per month); plus 
 (iii) if Certegy provides any other Services to a Credit Union, an amount 
 sufficient to 
 cover those daily transactions and chargebacks as well (e.g., Direct Processing 
 Merchant 
 Services as referenced on Schedule “C” or Commercial Card Services on Schedule 
 “G”). 
 The above factors may be adjusted by Certegy based on the
actual transaction 
 volume history of 
 those Credit Unions for
which Certegy has been providing Services, and the 
 factors shall 
 thereafter be adjusted quarterly by Certegy, or more often if deemed necessary 
 by Certegy and 
 CSCU, based on the actual transaction volume history of the prior quarter and 
 seasonal factors. 
 Certegy shall give prior written notice to CSCU and the Credit Unions of any 
 adjustment of the 
 factors. 
 Credit Union authorizes Certegy, at Credit Union’s expense, to access the PCA as 
 well as the 
 Settlement Account through the Automated Clearing House (“ACH”), U.S. Central 
 Credit 
 Union’s data switch, wire transfer, or draft transfer in order
to maintain 
 Credit Union’s required 
 balances, if
applicable, or for any purpose described in this section 3, and 
 similarly to transfer 
 funds owing to a Credit Union into the applicable account. CSCU guarantees the 
 availability of 
 the funds in the various accounts referenced in this section 3 and agrees that 
 Certegy shall at all 
 times have access to such funds for the above referenced purposes and further 
 agrees that 
 Certegy shall be able to make the withdrawals and transfers
required hereunder 
 and hereby 
 authorizes Certegy to borrow
funds, on a short-term basis on behalf of CSCU, to 
 maintain funds 
 in those accounts in an amount reasonably required by Certegy to perform daily 
 settlements. 
 Certegy agrees to manage the various accounts on CSCU’s behalf and on behalf of 
 Credit Union 
 to achieve these stated purposes. 
 Investment of Funds. Certegy shall invest any available funds in the PCA on 3.4 
 behalf of CSCU in short-term investments to be mutually agreed on
in writing. 
  

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 3.5 Settlement Account. Certegy shall on behalf of CSCU require each Credit 
 Union 
 to maintain, and each Credit Union shall maintain, at all times a
demand deposit 
 account (a 
 “Settlement Account”)
with funds in an amount sufficient to enable CSCU and/or 
 Certegy to 
 replenish the PCA, on a daily basis, so that the Credit Union’s pro rata share 
 of the Minimum 
 Balance is maintained at all times. CSCU and/or Certegy, through U.S. Central 
 Credit Union’s 
 data switch, through the Automated Clearing House (“ACH”), or through wire 
 transfer, at the 
 expense of each Credit Union, shall have the right to
transfer funds from each 
 Settlement account 
 to the PCA, on a
daily basis, in an amount necessary to replenish the PCA as set 
 forth above. 
 Each Credit Union shall provide overdraft protection for its Settlement Account 
 to further ensure 
 that CSCU and/or Certegy shall be able to make the transfers necessary under 
 this section. So 
 long as Certegy shall follow reasonable and prudent procedures to minimize loss 
 resulting from 
 the failure of a Credit Union to maintain the required
balance in its Settlement 
 Account, CSCU 
 shall indemnify and
hold harmless Certegy from and against any losses and 
 liabilities resulting 
 from the failure of a Credit Union to maintain the required balance. 
 Settlement to Credit Unions processing on BASE2000.
Credit Unions receiving 3.6 
 Certegy Services under Schedules “K” or “L” shall each establish a settlement 
 account in the 
 Credit Union’s name to enable VISA and/or MasterCard to
settle transactions, 
 dues, fees, 
 assessments and other
amounts directly to the Credit Union settlement account 
 (“Direct 
 Settlement Account”). The Credit Union shall maintain sufficient balances in the 
 Direct 
 Settlement Account to enable such VISA and/or MasterCard settlements. Neither 
 CSCU nor 
 Certegy shall bear any responsibility or liability for funding of the Credit 
 Union’s Direct 
 Settlement Account. 
 3.7 Payment Account. Certegy shall maintain on behalf of CSCU one or more 
 demand deposit accounts for the purpose of deposit of cardholder and other 
 payments made to 
 CSCU and the Credit Unions (the “Payment Accounts”). Certegy shall have the 
 right to deposit 
 cardholder and other payments into the Payment Accounts and to transfer funds 
 from the 
 Payment Accounts to the PCA, the Settlement Account or the Direct
Settlement 
 Account, as 
 appropriate. 
 3.8 Records. Certegy shall maintain complete records pertaining to the PCA and 
 the 
 Payment Accounts, including records pertaining to reconciliation of the PCA, 
 daily interchange 
 fees, and daily settlements, and pertaining to Certegy’s transfers to and from 
 the Settlement 
 Accounts. 
 Quality Control Standards. 4. 
 4.1 Certegy shall maintain the quality control
standards set forth in Exhibit 
 “C”, 
 which is
attached to and made a part of this Amendment (the “Standards”). At the 
 end of each 
 calendar quarter, Certegy and CSCU shall review Certegy’s quarterly performance 
 regarding the 
 Standards. To facilitate that quarterly review, Certegy shall provide CSCU with 
 monthly reports 
 on which that review can be based. Those Standards on Exhibit C, which are 
 deemed to be 
 “Material Standards”, are identified as such on
Exhibit “C”. CSCU and Certegy 
 shall each 
 measure
Credit Union satisfaction through their independently conducted surveys. 
 If CSCU 
 notifies Certegy that CSCU’s satisfaction survey results for any period vary 
 materially from the 
 results of Certegy’s satisfaction survey for the same period, the parties shall 
 compare their 
  

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 surveys to confirm that the survey questions seek the same information, the 
 surveys are 
 addressed to the same target audience, and the surveys use the
same response 
 scale. If matching 
 these factors corrects the
variance, future results should match. When these 
 factors are the same 
 and the results still have a statistically significant variance and the issue 
 causing the variance can 
 be identified, CSCU and Certegy will mutually agree on corrective action and 
 implement the 
 corrective action plan within 30 days. If Certegy and CSCU cannot identify or 
 agree upon the 
 cause for the variance, the parties will jointly retain the
assistance of an 
 outside statistical survey 
 specialist to
assist the parties’ effort to eliminate the variance. 
 4.2 The failure by Certegy to have met one or more Material Standards or three 
 or 
 more of the other Standards in any three consecutive months shall be
deemed a 
 “Material 
 Failure”. In the event Certegy
is implementing a technology or software 
 enhancement, Certegy 
 may inform CSCU in advance of the Standards it expects to be negatively affected 
 and the 
 timeframe for the implementation. Such identified Standards will not be included 
 in determining 
 whether there has been a Material Failure during the implementation. In the 
 event of a Material 
 Failure, Certegy shall take those steps necessary to
cure that specific Material 
 Failure within the 
 1-month period
following notice by CSCU to Certegy of the Material Failure (the 
 “Cure 
 Period”). Except as provided for in subsection 4.3, the test period to determine 
 whether such 
 cure has been accomplished shall be the 1-month period following the Cure 
 Period. 
 4.3 In addition, during any Cure Period for the Standards identified in Exhibit 
 “C” as 
 either the “Cardholder Satisfaction Rating Index
Goal” or the “Credit Union 
 Satisfaction Rating 
 Index Goal”, for satisfaction surveys conducted by Certegy, (collectively, the 
 “Satisfaction 
 Rating Index Goals”), Certegy will pay CSCU (i) $20,000 for any month in which 
 there is a 
 Material Failure of one Satisfaction Rating Index Goal, and (ii) $40,000 for any 
 month in which 
 there is a Material Failure of both Satisfaction Rating Index
Goals. 
 Notwithstanding anything in 
 this Agreement to the
contrary, if Certegy is unable to cure the applicable 
 Satisfaction Rating 
 Index Goal(s) after a 90-day period following the beginning of the Cure Period, 
 CSCU may 
 terminate this Agreement. 
 4.4 Unless otherwise expressly agreed to in
writing by the parties, all results 
 of all 
 Standards shall be
deemed “Confidential Information” of Certegy, subject to 
 section 8 of this 
 Agreement. 
 4.5 Certegy will invest in improvements to its debit/ATM processing capability 
 during the Renewal Term. Certegy’s goals will be: (1) to establish effective, 
 efficient and 
 dependable connectivity to enable authorizations and settlements over all major 
 debit/ATM 
 networks; (2) to provide competitive solutions for CSCU Credit
Union’s debit and 
 ATM card 
 processing needs; (3) to have
Certegy’s platform connect directly to VISA for 
 signature debit 
 authorizations; (4) to settle signature debit transactions directly with VISA; 
 (5) to enable single 
 point settlement; (6) to provide a graphical user interface; (7) to enable 
 seven-day processing, 
 and (8) to enable unique authorization parameters by BIN. 
 Backup, Disaster Recovery, Force Majeure and System Integrity. 5. 
 5.1 Backup. Certegy shall provide for backup data
processing in the event 
 Certegy’s 
 primary data
processing unit becomes inoperable. Certegy will provide off- 
 premises secured 
  

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 storage of data and program files as required by VISA and MasterCard and will 
 have available 
 redundant sources of electrical power. 
 5.2 Disaster Recovery. In the event Certegy is prevented from performing its 
 obligations under this Agreement through no fault of its own, Certegy shall, 
 through its own 
 facilities, suppliers of computer equipment and/or other processors, make best 
 efforts to assist 
 Credit Union to obtain replacement processing services for the Services, as 
 promptly as is 
 reasonably possible. Credit Union authorizes Certegy to
provide cardholder and 
 other 
 Confidential Information to
those vendors it contracts with to provide disaster 
 recovery and other 
 back-up processing services to Certegy, in order to test and prepare for 
 disaster recovery as well 
 as to perform Services in the event of a threatened or actual disaster. Certegy 
 shall require each 
 vendor that is to receive Confidential Information to sign a confidentiality 
 agreement binding 
 such vendor to protect and not improperly disclose
Confidential Information. 
 Certegy has 
 maintained and shall
continue to maintain arrangements with vendors to provide 
 backup 
 processing capability and Certegy shall test the functionality and viability of 
 such backup 
 processing capability twice each year. 
 5.3 Force Majeure. If Certegy is
prevented from performing its obligations under 
 this 
 Agreement due to causes beyond its control, including without limitation 
 strikes, riots, 
 earthquakes, epidemics, wars, acts of terrorists, fires, power failures, the 
 failure or closure of a 
 Credit Union, machine breakdowns, computer-associated equipment outages, or any 
 other 
 catastrophe rendering its data processing center wholly or partially
inoperable, 
 Certegy shall not 
 be liable for any loss or
damage to Credit Union, Agent Credit Unions or 
 Customers. 
 5.4
Annual Financial and System Review. Each year, Certegy shall provide to CSCU 
 a copy of the most recent annual report of its publicly held parent
corporation 
 and a copy of the 
 most recent third party
auditors’ review and report on the design and compliance 
 test of Certegy’s 
 card processing system (SAS 70). Upon Credit Union’s written request, Certegy 
 shall provide 
 these documents to Credit Union. 
 6. Merchant Fees. If a Credit Union
utilizes the Merchant Services provided by 
 Certegy, 
 the fees
referenced in Schedule “C” attached to and made a part of this 
 Amendment, shall apply 
 to those services, and the following terms are added to the Agreement: 
 6.1
Right to Refuse Merchants. Credit Union shall not enroll merchants for 
 participation in the VISA and/or MasterCard system through CSCU or Certegy, if

 those 
 merchants are within the categories of merchants
designated by CSCU and/or 
 Certegy from time 
 to time as
“high-risk merchants”. CSCU and/or Certegy shall have the right to 
 refuse to enroll, 
 and may terminate the enrollment of, any merchant if it determines, in its sole 
 and absolute 
 discretion, that failure to do so would create excessive risk for CSCU and/or 
 Certegy. 
 Right to Refuse Transactions. In the event that either CSCU or
Certegy 6.2 
 determine, in their sole discretion, that the risks related to the credit card 
 sales transactions 
 (“Transactions”) introduced by any merchant enrolled by Credit Union are 
 excessive, then CSCU 
 or Certegy may refuse to accept and process those
Transactions. CSCU or Certegy 
 shall 
  

 8 








 promptly notify Credit Union of its refusal to accept and process Transactions 
 from any such 
 merchant. 
 6.3 Card Association Requirements. Credit Union shall comply with all VISA 
 and/or 
 MasterCard requirements for enrolling new merchants including, but not limited 
 to, the 
 performance of a credit check and/or other financial background
investigation; a 
 physical 
 inspection of the merchant’s
place of business; and an investigation to 
 determine whether the 
 merchant previously has been expelled from the VISA and/or MasterCard systems by 
 another 
 Credit Union for fraud or suspected fraud. Credit Union shall examine the sales 
 drafts contained 
 in sealed merchant deposits before forwarding such deposits to Certegy in order 
 to detect 
 possible fraud and other irregularities. 
 6.4 Indemnification. Notwithstanding any other provision of this Agreement, 
 Credit 
 Union shall indemnify and hold harmless Certegy and CSCU, and their respective 
 stockholders, 
 officers, directors, employees, agents, affiliates,
subsidiaries, successors and 
 assigns, from and 
 against any
and all liabilities, obligations, losses, damages, penalties, 
 actions, judgements, suits, 
 costs, expenses, including reasonable attorney fees including attorneys’ fees in 
 appellate and 
 bankruptcy proceedings, or disbursements of any kind or nature whatsoever, which 
 may be 
 suffered by, imposed on, incurred by, or asserted against Certegy, CSCU or the 
 other 
 indemnified parties in any way relating to, or arising out of any
merchant 
 deposit of VISA or 
 MasterCard credit card or debit
card sales transactions, drafts which arise from 
 transactions from 
 merchants enrolled by Credit Union or an agent institution of Credit Union for 
 the merchant 
 services provided pursuant to the Service Agreement, (“Sales Transactions”), 
 including 
 counterfeit or fraudulent transactions, or any chargebacks of such Sales 
 Transactions 
 (collectively, the “Losses”). Certegy shall be a
third-party beneficiary of this 
 paragraph, and if 
 Certegy
brings any lawsuit, arbitration or other action against Credit Union to 
 enforce the 
 provisions of this paragraph, the prevailing party shall be entitled to recover 
 its reasonable 
 attorneys’ fees and costs in connection with the action including attorneys’ 
 fees and costs in 
 appellate and bankruptcy proceedings. 
 6.5 Right to Utilize Certain Funds. CSCU and/or Certegy shall have the right to 
 utilize any amounts payable to Credit Union
as a result of Transactions in the 
 MasterCard and/or 
 VISA
systems in payment of, or to reimburse CSCU or Certegy for, chargebacks or 
 any other 
 amounts payable by, or any other losses resulting from the activities of, any 
 merchants enrolled 
 by Credit Union or an agent institution of Credit Union. Credit Union acknowledges that 
 Certegy is a third party beneficiary of all rights granted to CSCU by Credit 
 Union under this 
 Financial Services Agreement, and that Certegy can exercise all rights given to 
 it pursuant to this 
 paragraph to, among other things, apply incoming amounts to offset or recover 
 amounts due on 
 fraudulent Transactions introduced into the MasterCard and/or
VISA systems by 
 merchants 
 enrolled by Credit Union or an
agent institution of Credit Union. Credit Union 
 specifically 
 agrees that the rights of CSCU and Certegy and the obligations of Credit Union 
 hereunder shall 
 survive any termination of this Agreement. 
  

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 Inspection of Records. 7. 
 7.1 Inspection by CSCU. On reasonable notice, during normal business hours and 
 on 
 presentation of written authorization from CSCU or from a Credit Union, as the 
 case may be, 
 CSCU representatives shall have the right, at CSCU’s expense, to inspect and 
 audit information 
 and records in Certegy” possession pertaining to this Agreement or the Credit 
 Union providing 
 the authorization; provided that any such notice shall
specify the scope of the 
 inspection or audit 
 and Certegy
shall have the right to receive and comment on any report prepared 
 by any external 
 representative engaged by CSCU in connection with any such inspection or audit, 
 prior to its 
 dissemination to the Credit Unions or any other parties. 
 7.2 Inspection by
Credit Union. On reasonable notice, during normal business 
 hours 
 and on presentation of written authorization from a Credit Union, the 
 representatives of the 
 Credit Union or the designated agent of the Credit Union shall have the right, 
 at the Credit 
 Union’s expense, to inspect and audit information and records pertaining to that 
 Credit Union; 
 provided that any such notice shall specify the scope of the
inspection or audit 
 and Certegy shall 
 have the right to
receive and comment on any report prepared by any external 
 representative 
 engaged by the Credit Union in connection with any such inspection or audit, 
 prior to its 
 dissemination to the Credit Unions or any other parties. 
 Government
Inspection. Certegy shall permit those governmental agencies that 7.3 
 regulate and examine CSCU and the Credit Unions to examine Certegy and its books

 and records 
 to the same extent as if the Services were being
performed by CSCU or the Credit 
 Unions on 
 their own premises.

 8. Confidentiality. Each of the parties to this Agreement shall hold all 
 information provided 
 to it by the other party, or through its relationship with the other party, as 
 secret and confidential, 
 whether in the form of reports, plans, customer
lists, data, documents, software 
 and related 
 products and
services, (including, without limitation, CSCU’s proprietary 
 software, the Virtual 
 Card Consultant), drawings, writings, samples, know-how, marketing, strategies, 
 business 
 operations and business systems, and other proprietary material (“Confidential 
 Information”). 
 Non-public financial information that is personally identifiable to a customer 
 or member of 
 Credit Union (referenced in the Gramm-Leach-Bliley Act of 1999
as “Non-public 
 Personal 
 Information” or
“NPI”) shall be treated by Certegy as Confidential Information 
 whether it is 
 received directly from Credit Union, through VISA or MasterCard or from another 
 third party. 
 Certegy shall only provide NPI to CSCU at the request of Credit Union. 
 Confidential 
 Information shall remain the property of the party from or through whom it was 
 provided. The 
 parties shall use Confidential Information, including NPI,
only to perform under 
 this Agreement 
 and in the case of CSCU
its Membership Agreement with Credit Union. Each party 
 shall use the 
 same degree of care to protect the other party’s and Credit Union’s Confidential 
 Information as it 
 uses to safeguard its own and each party shall implement and maintain 
 procedural, physical and 
 electronic safeguards to prevent the compromise or unauthorized disclosure of 
 Confidential 
 Information. For purposes of this section, other than in the
case of NPI, 
 Confidential 
 Information shall not include
information that becomes available to the public 
 through no 
 wrongful action of the receiving party, is already in the possession of the 
 receiving party and not 
 subject to an existing agreement of confidentiality between the parties, is 
 received from a third 
  

 10 








 party without restriction and without breach of this Agreement, is independently 
 developed by 
 the receiving party, or is disclosed pursuant to a request from
a government 
 agency to the extent 
 required by law. This
Agreement shall in no way be construed to grant any right, 
 license, or 
 authorization to either party to use Confidential Information except as 
 permitted in this 
 Agreement. Each party shall restrict access to Confidential Information to those 
 employees and 
 persons in the receiving party’s organization with a need to know such 
 Confidential Information 
 in order to perform its obligations under this
Agreement. Such employees and 
 persons shall be 
 under the same
obligations to hold secret and confidential such Confidential 
 Information. To the 
 extent Certegy retains third party vendors to assist it in performing its duties 
 under this 
 agreement, it shall first require such vendors similarly to protect and restrict 
 the use of 
 Confidential Information. The obligations of the parties hereunder shall survive 
 the termination 
 of this Agreement. 
 Transmissions. 9. 
 9.1 CSCU and Credit Union Responsibility. CSCU and/or the
Credit Unions, as the 
 case may be, shall be responsible for transmission at their expense, and shall 
 bear the risk of loss 
 and damage resulting from the transmission to the data
processing center of 
 Certegy of 
 information and data
(collectively, “Data”). In the case of physical 
 transmission of Data to 
 Certegy, the responsibility for loss and damage shall remain with CSCU and/or 
 the Credit 
 Unions to the point where and until Certegy receives delivery of the Data 
 through the U.S. mail 
 or by courier, and in the case of electronic transmission, until receipt is 
 confirmed by Certegy, at 
 which time the risk of loss shall shift to Certegy.

 9.2 Certegy Responsibility. Certegy shall bear the risk of loss and damage 
 resulting 
 from the transmission of Data from the data processing center of Certegy. In the 
 case of physical 
 transmission of Data from Certegy to CSCU or a Credit
Union, the responsibility 
 for loss and 
 damage shall remain
with Certegy to the point where and until CSCU or the Credit 
 Union, as the 
 case may be, receives delivery of the Data through the U.S. mail or by courier, 
 and in the case of 
 electronic transmission, until receipt is confirmed by CSCU or the Credit Union, 
 at which time 
 the risk of loss shall shift to CSCU or the Credit Union, as the case may be. 
 Certegy’s 
 responsibility for the safekeeping and security of plastic
credit cards or blank 
 plastic cards 
 commences upon the
delivery of such plastics to Certegy and terminates upon 
 delivery of 
 plastics by Certegy to the mail, courier or freight service designated by CSCU 
 or the Credit 
 Union. 
 Compliance with Laws and regulations. 10. 
 10.1 Certegy’s Compliance Obligations. Except as provided in items (i) and (ii) 
 of 
 section 10.2 below, Certegy shall be responsible for providing the Services in a 
 manner that 
 complies with all Federal laws, rules, and regulations as amended or enacted 
 from time to time 
 applicable to the Services, including without limitation
the Truth-In-Lending 
 and Fair Credit 
 Billing Acts, and all
rules and regulations promulgated under those laws. 
 10.2 Credit Union Compliance Obligations. Each Credit Union shall be responsible 
 for the following: 
  

 11 








 (i) preparing its credit application forms, solicitations, and notices of credit 
 approval 
 and denial as well as compliance with all Federal laws, rules, and
regulations 
 relating to those 
 documents, including without
limitation, where applicable to those documents, 
 the Federal 
 Consumer Credit Protection Act including Truth-In-Lending, the Equal Credit 
 Opportunity act, 
 the Electronic Fund Transfer Act, the Gramm-Leach-Bliley Act of 1999, the U.S.A. 
 PATRIOT 
 Act, and any regulations implementing such acts; 
 (ii) if the Credit Union elects to prepare any other documentation or text for 
 use with 
 its cardholder accounts, Credit Union shall comply with all applicable laws, 
 rules, and 
 regulations applicable to such documentation or text; 
 (iii) complying with all state and municipal laws, rules, and regulations as 
 amended or 
 enacted from time to time applicable to all documentation sent to the Credit 
 Union’s cardholders; 
 and 
 (iv) except as
provided in section 10.1 above, complying with all Federal and 
 state 
 laws, rules, and regulations applicable to the operation of its card program, 
 including without 
 limitation state and Federal usury laws, Fair Credit Reporting, Equal Credit 
 Opportunity and 
 Electronic Funds Transfer Acts and all rules and regulations promulgated under 
 these laws 
 relating to the operation of its card program, and all VISA,
MasterCard and 
 other card 
 association rules and regulations
applicable to card issuing institutions in 
 connection with the 
 operation of its card program. 
 10.3 Modifications to Card Program. Each Credit Union shall notify Certegy by 
 certified mail if it desires to amend, subject to applicable law and regulation, 
 any aspect of its 
 card program which may impact Certegy’s provision of the Services to that Credit 
 Union, 
 including, without limitation, (i) the annual percentage rate it
charges, (ii) 
 the percent and dollar 
 amount of minimum
payment, (iii) its method of finance charge calculation, 
 and/or (iv) the 
 annual fees of that Credit Union’s existing card program. 
 10.4 Debit Card Disclosures. Notwithstanding anything to the
contrary in this 
 section 
 10, each Credit Union shall be
solely responsible for providing any and all 
 required debit card 
 disclosures and forms to its customers. Each Credit Union shall be solely 
 responsible for 
 compliance with all laws, rules, and regulations applicable to all aspects of 
 the operations of its 
 debit card programs, regardless of whether that Credit Union uses any forms or 
 other materials 
 supplied by Certegy. 
 11. Certegy Procedures. Certegy shall, from time to time, hold training sessions 
 at its 
 facility and such other places as it shall designate, for new Credit Union 
 employees or Credit 
 Union employees needing additional training. Each Credit Union shall be 
 responsible for 
 sending its employees to Certegy training sessions as
necessary for them to be 
 fully trained to 
 perform their
responsibilities in connection with utilization of the Services. 
 For each area of 
 responsibility to be performed by one or more employees of a Credit Union, that 
 Credit Union 
 shall send at least one employee who will be performing that responsibility to 
 training to be 
 trained in that responsibility. Each Credit Union shall have full responsibility 
 for ensuring that 
 its employees and other representatives comply with all
procedures set forth in 
 Certegy” training 
  

 12 








 manual or other procedural manuals and literature provided to the Credit Union 
 at training 
 sessions or otherwise from time to time, including without
limitation those 
 pertaining to 
 verification of the accuracy
of account confirmation cards sent by Certegy to 
 the Credit Union 
 and monitoring of combined warning bulletins (collectively, the “Procedures”) 
 and shall 
 indemnify, defend, and hold harmless Certegy, its officers and directors, and 
 its successors and 
 assigns from and against any and all liabilities, claims, damages, losses or 
 expenses, including 
 reasonable attorneys’ fees (collectively
“Claims”) that result from, arise out 
 of, or in connection 
 with the failure of an employee or other representative of that Credit Union to 
 follow the 
 Procedures. 
 12. Responsibility for Counterfeit and Fraudulent Transactions.
Each Credit 
 Union assumes 
 financial responsibility for all
VISA and MasterCard debit and credit card 
 transactions charged 
 to its cardholder accounts, including but not limited to counterfeit 
 transactions and fraudulent 
 transactions, and shall indemnify and hold harmless CSCU, Certegy, their 
 officers and directors, 
 and their successors and assigns against any and all Claims that result from, 
 arise out of, or in 
 connection with such transactions, unless such Claims
are caused by Certegy’s 
 negligence, 
 willful misconduct,
or failure to perform in accordance with the terms of this 
 Agreement. 
 Mediation; Arbitration. 13. 
 13.1 The parties shall submit any dispute arising under section 1.2 to mediation 
 as 
 administered by, and subject to the rules of, the Computer Law Committee
of The 
 Florida Bar or 
 such other mediation group mutually
agreed to by the parties, to attempt to 
 resolve the dispute. 
 Each party shall be responsible for its own costs and attorneys’ fees, if any, 
 incurred during the 
 mediation. 
 13.2 If mediation under section 13.1 does not result in a full
settlement of the 
 dispute, 
 then any matter described in
section 1.2 that is disputed shall be submitted to 
 arbitration and 
 decided in accordance with the Commercial Arbitration Rules of the American 
 Arbitration 
 Association, in Tampa, Florida, and the decision rendered by the arbitrators in 
 connection with 
 any such matter shall be binding. In connection with any arbitration pursuant to 
 this section, the 
 arbitrators shall have the discretion to determine whether
either party is the 
 prevailing party and 
 to allocate all or
more than half of the responsibility for the costs of the 
 arbitration, plus 
 responsibility for all or a portion of the prevailing party’s attorneys’ fees, 
 to the non-prevailing 

party. If no such allocation is made, each party shall be responsible for half 
 the costs of the 
 arbitration and that party’s entire attorneys fees. 
 13.3 If either party initiates an action or proceeding at law or in equity that 
 should have 
 been submitted for resolution under section(s) 13.1 or 13.2, then the other 
 party shall be entitled 
 to recover from the party who initiated that action or proceeding, its 
 attorneys’ fees and costs 
 incurred in connection with a motion to
dismiss the action or proceeding on the 
 grounds that it 
 should have been submitted for resolution under section(s) 13.1 or 13.2. 
  

 13 








 Termination. 14. 
 14.1
Events. This Agreement shall terminate on December 31, 2009, or on written 
 notice given from one party to the other after the occurrence of any one of the

 following: 
 (i) the termination of Certegy’s right or
ability to perform the Services for 
 VISA or 
 MasterCard
accounts; 
 (ii) the failure of CSCU to obtain and maintain those BIN’s and ICA’s necessary 
 in 
 order for the Credit Unions to use and share BIN’s and ICA’s
maintained by CSCU; 
 (iii) the discontinuance by either party of its performance of this Agreement 
 because 
 of an order of an appropriate state or Federal court or regulatory
body to so 
 discontinue 
 its participation; 
 (iv) any affirmative act of insolvency by VISA or MasterCard or upon the filing 
 by 
 VISA or MasterCard of any action under any reorganization, insolvency, or 
 Moratorium 
 law, or upon the appointment of any receiver, trustee, or conservator to take 
 possession of 
 the properties of VISA or MasterCard; 
 (v) subject to item (vi) below, the failure of either party to cure a material 
 breach of 
 its obligations under this Agreement within thirty (30) days following written 
 notice of 
 the breach from the other party; provided that if the breach
cannot reasonably 
 be cured 
 within thirty (30) days, the
non-breaching party shall not have the right to 
 terminate this 
 Agreement so long as the breaching party promptly commences to cure the breach 
 within 
 thirty (30) days following the notice of the breach and accomplishes the cure 
 within 
 ninety (90) days; or 
 the failure of Certegy
to cure a Material Failure in accordance with section 4. 
 (vi) 
 14.2 Cooperation Following Termination. If CSCU gives Certegy written notice of 
 its 
 decision to switch card processors following termination of this Agreement for 
 any reason, 
 Certegy shall cooperate reasonably with CSCU to effect an orderly transition of 
 CSCU’s 
 operations to the new processor designated by CSCU. In connection with the 
 conversion of a 
 Credit Union to another card processor, either in connection
with CSCU’s 
 decision to switch 
 processors or otherwise,
Certegy shall (i) cooperate reasonably with the Credit 
 Union to effect an 
 orderly conversion, which may include, but shall not necessarily be limited to, 
 performing those 
 tasks set forth on Exhibit “D” and (ii) at the request of the Credit Union, 
 continue providing the 
 Services to the Credit Union following termination of its Credit Union Service 
 Agreement until 
 the conversion is completed; provided that Certegy shall not
be obligated to 
 provide the Services 
 to that Credit Union
beyond six (6) months following the effective date of such 
 termination. 
 14.3 Direct Processing Agreement. Following the resignation of each and every 
 Credit 
 Union from CSCU, either during or following the term of this Agreement, Certegy 
 and that 
 Credit Union shall have the right to contract with each other directly, or 
 indirectly through 
 another association, for processing services. Certegy shall not solicit any of 
 the Credit Unions to 
  

 14 








 resign from CSCU and enter into a direct contract with Certegy for card 
 processing to commence 
 prior to the termination of this Agreement or any
extension or renewal of this 
 Agreement. 
 15. Services Provided
by CSCU. CSCU shall be responsible for and assume all 
 liability for 
 services it provides to the Credit Unions and which are not required to be 
 performed by Certegy 
 under this Agreement. 
 16. Notices. Except as otherwise provided in this
Agreement, any notice, demand, 
 or other 
 communication
required or desired to be given under this Agreement by Certegy or 
 CSCU or 
 under a Credit Union Service agreement by Certegy or the Credit Union shall be 
 in writing and 
 shall be deemed validly given forty-eight (48) hours after its deposit in the 
 first class United 
 States mail, certified or registered, postage prepaid, return receipt requested, 
 or if given by other 
 means, upon receipt of delivery. A communication to
Certegy or CSCU shall be 
 addressed or 
 delivered to the
appropriate party at its address set forth below: 
 To Certegy: Certegy Card Services, Inc. 
 11601 Roosevelt Boulevard 
 St. Petersburg, FL 33716 
 Attn: President 
 with a copy to the Certegy law department in St. Petersburg 
 To CSCU: Card Services for Credit Unions, Inc. 
 15950 Bay Vista Drive

 Suite 170 
 Clearwater, FL 33760 
 Attn: President 
 A communication to a Credit Union shall be addressed or
delivered to the address 
 shown on that 
 Credit Union’s
Credit Union Service agreement. Either party or a Credit Union 
 may change its 
 address for the receipt of notices, demands, or other communications by giving 
 notice of the 
 change in accordance with this section. 
 17. Indemnification. Certegy shall
indemnify, defend and hold harmless CSCU, 
 CSCU 
 employees, its
officers and directors and its successors and assigns from and 
 against any and all 
 Claims that result from, arise out of, or in connection with Certegy’s failure 
 to perform in 
 accordance with, or any breach by Certegy of, its obligations under this 
 Agreement or any Credit 
 Union Service Agreement, or any administrative or operating procedures or 
 guidelines agreed to 
 in writing by both Certegy and CSCU from time to time.
Certegy and each Credit 
 Union shall 
 indemnify, defend and
hold harmless the other party, the other party’s officers 
 and directors, and 
 the other party’s successors and assigns from and against any and all Claims 
 that result from, 
 arise out of, or in connection with the indemnifying party’s failure to perform 
 in accordance 
 with, or any breach by the indemnifying party of, its obligations under this 
 Agreement or the 
 Credit Union Service Agreement. In addition, Credit Union
shall indemnify and 
 hold harmless 
 Certegy, its officers,
directors, successors, and assigns from and against any 
 and all Claims 
 resulting from, arising out of, or in connection with the performance, or 
 nonperformance, of any 
 vendor as contemplated by section 1.5 of this Agreement. 
  

 15 








 18. Limitations on Damages. In any action by either party against the other, by 
 a Credit 
 Union or Certegy against the other, or by CSCU or a Credit Union
against the 
 other, neither 
 party shall be liable to the other
for consequential, special, or exemplary 
 damages; provided that 
 in any action or actions by CSCU and one or more Credit Unions against Certegy 
 arising out of 
 the same general set of circumstances, Certegy may be liable for consequential 
 damages not to 
 exceed Fifty Thousand Dollars ($50,000) to CSCU or any one Credit Union and Two 
 Hundred 
 Fifty Thousand Dollars ($250,000) in the aggregate. 
 MasterCard/Visa Requirements. 19. 
 19.1 Use of Trademarks. 
 19.1.1 Certegy shall not use any of the MasterCard trademarks and/or Visa Card 
 Program Marks (collectively, the “Marks”) on any material in connection with the 
 Service unless CSCU and/or its member, as the case may
be, are prominently 
 identified by name and city adjacent to such Marks. All such material may not 
 identify Certegy unless Certegy is prominently identified as an agent or 
 representative of CSCU and/or its members, as the case may be. 
 19.1.2 Certegy shall have no authority to permit use of the Marks by any of

 Certegy’s agents. 
 19.2 Solicitation Material. Any
solicitation material used by Certegy shall 
 disclose 
 that the
subsequent cardholder and/or merchant agreements are between CSCU’s 
 member 
 and the individual cardholder and/or merchant. 
 19.3 MasterCard Member Service Provider Requirements. 
 19.3.1 Certegy shall fully comply with all applicable MasterCard Bylaws and 
 Rules and any operational regulations, procedures or guidelines established from 
 time to time by MasterCard (collectively, the “Rules”);

 19.3.2 Certegy has registered with MasterCard as a Member Service Provider 
 (“MSP”) and has submitted a signed MSP Agreement to MasterCard; 
 19.3.3 Certegy shall lindemnify and hold harmless
MasterCard, CSCU and its 
 members for any failure by Certegy to comply with the Rules, as amended from 
 time to time; 
 19.3.4 Certegy shall disclose to CSCU the identity and
location of all of its 
 sales 
 locations and any other MSP or
independent party performing part or all of the 
 Services; 
 19.3.5 If there is any inconsistency between any provisions of the Agreement and 
 the Rules, the Rules in each instance shall apply. 
  

 16 








 19.3.6 The Agreement is terminable by CSCU in the event of a material breach 
 by Certegy of a Rule applicable to the Services as provided for in section 
 14.1(v) 
 of this Agreement. 
 19.4 Visa and MasterCard
Risk Management And Reporting Requirements. Certegy 
 shall report to Visa and MasterCard that information which Visa and MasterCard 
 reasonably 
 require from CSCU regarding the risk management reporting
requirements of Visa 
 and 
 MasterCard that pertain to the
individual Credit Unions. In the event that Visa 
 and MasterCard 
 materially modify what information they require, Certegy shall also provide that 
 additional 
 information; provided, however, if providing that additional information will 
 require additional 
 programming or otherwise cause Certegy to incur significant costs, Certegy’s 
 obligations to 
 provide that additional information is subject to the mutual
written Agreement 
 of the parties. 
 20. Applicable Law. This
Agreement shall be governed by and construed in 
 accordance with 
 the laws of the Sate of Florida. 
 21. Attorneys’ Fees. If either party institutes an action or proceeding at law 
 or in equity, to 
 enforce any provision of this Agreement, including an
action for declaratory 
 relief or for 
 damages, or otherwise in
connection with this Agreement, the prevailing party 
 shall be entitled to 
 recover from the losing party its reasonable attorneys’ fees and costs in 
 connection with the 
 action or proceeding, including attorneys’ fees and costs in appellate and 
 bankruptcy 
 proceedings. Similarly, the prevailing party in an action or proceeding 
 involving Certegy and a 
 Credit Union in connection with a credit Union Service Agreement or otherwise in 
 connection 
 with the Services shall be entitled to its reasonable
attorneys’ fees and costs. 
 22. Exhibits and Schedules. All Exhibits (B, B-1, B-2, C and D) and Schedules 
 (A, B, C, E, 
 G, J, K, and L) attached to this Agreement are incorporated
into and made a part 
 of this 
 Agreement by this reference.

 23. This Agreement. This Agreement, together with the attached Schedules and 
 Exhibits, 
 supercedes all prior agreements, understandings, or representations of the 
 parties on this subject 
 matter. 
 24. Severability. If there is any conflict between a provision of this Agreement 
 and any 
 present or future law or regulation, the provision of this Agreement that is 
 affected shall be 
 curtailed only to the extent necessary to bring it within the requirements of 
 the law or regulation, 
 and the remaining provisions shall remain in effect.

 25. Non-Waiver. No waiver by a party of a breach of any provision of this 
 Agreement or of 
 a Credit Union Service Agreement shall constitute a waiver of any prior or 
 subsequent breach of 
 the same or any other provision of this Agreement or
any Credit Union Service 
 Agreement. 
 26. Amendments. This
Agreement shall not be amended except in writing signed by 
 both 
 parties. The parties shall cooperate in promptly delivering a copy of any 
 amendments to the 
 Credit Unions. Such delivery may be accomplished by either delivering a hard 
 copy of any 
 amendment to the Credit Unions or providing notice of any amendment in a 
 bulletin delivered to 
  

 17 








 the affected Credit Unions and making actual copies of any amendment available 
 in a printable 
 format on a website that is available to affected Credit
Unions and identified 
 in the bulletin. 
 27. Authority. Each
party to this Agreement, and each Credit Union signing a 
 Credit Union 
 Service Agreement, represents and warrants that it has the full right, power, 
 legal capacity, and 
 authority to enter into and perform its obligations under this Agreement or the 
 Credit Union 
 Service agreement, as the case may be, and that those obligations shall be 
 binding without 
 approval of any other person or entity. Each person signing
this Agreement on 
 behalf of a party 
 and each person signing a
Credit Union Service Agreement on behalf of a Credit 
 Union 
 represents and warrants that he has the full right, power legal capacity, and 
 authority to sign that 
 agreement on behalf of that party or Credit Union. 
 28. Quality Control
Standards. In order to maintain quality service, telephone 
 communications with each Credit Union may be monitored and/or recorded without 
 any further 
 notice or disclosure. 
 29. Certegy’s systems shall remain capable of processing dates using four digit 
 fields for the 
 year throughout the term of this Agreement. 
 30. Deconversion Fees. In addition to all other amounts owed Certegy, in the 
 event a Credit 
 Union transfers all or a portion of its card base to another processor, to an 
 acquirer of Credit 
 Union’s accounts or to Credit Union’s internal systems for any reason 
 whatsoever, Credit Union 
 shall pay Certegy a Deconversion Fee equal to $1.00
per account transferred, 
 with a minimum 
 total charge of
$5,000.00 and a maximum total charge of $50,000.00, for 
 Certegy’s performance 
 of the services required to effectuate the transfer of the accounts from 
 Certegy’s processing 
 platform. 
 31. Protection Against Employee Dishonesty. Certegy shall maintain
Commercial 
 Crime, 
 including Employee Dishonesty, insurance
coverage in the amount of at least five 
 million dollars 
 ($5,000,000.00) during the Term of this Agreement and during any subsequent 
 renewal terms to 
 protect against losses by CSCU or Credit Unions resulting from dishonesty of any 
 Certegy 
 Employee. Certegy shall periodically provide proof of such coverage to CSCU. 
 CARD SERVICES FOR CREDIT CERTEGY CARD SERVICES, INC. 
 UNIONS, INC., a Florida corporation a Florida corporation 

By: /s/ Lee Kennedy By: /s/ Patrick McGrady 
 Patrick McGrady 

Name 
 Lee Kennedy 
 Name 
 Chairman 
 Title 
 Chief Executive Officer 
 Title 
  

 18