ICBA BankCard Renewal Agreement



 Exhibit 10.36 
  
 ICBA BANCARD, INC. 
 and 
 CERTEGY CARD SERVICES, INC. 
 2003 RENEWAL SERVICE AGREEMENT 







 TABLE OF CONTENTS 
 Section 
  

					
	 	 	 	  	Page


	 1.0
	 	 MODIFICATION AND RESTATEMENT
	  	2
	 2.0
	 	 EXTENSION OF TERM
	  	2
	 3.0
	 	 SERVICES
	  	2
	 4.0
	 	 TERMINATION
	  	2
	 5.0
	 	 INTENTIONALLY LEFT BLANK
	  	5
	 6.0
	 	 FEES
	  	5
	 7.0
	 	 PROGRAM CLEARING, SETTLEMENT AND PAYMENT ACCOUNTS
	  	8
	 8.0
	 	 ADDITIONAL OBLIGATIONS OF FINANCIAL INSTITUTIONS
	  	10
	 9.0
	 	 QUALITY CONTROL STANDARDS
	  	11
	 10.0
	 	 SYSTEM ENHANCEMENTS
	  	12
	 11.0
	 	 CONFIDENTIALITY
	  	12
	 12.0
	 	 DATE TRANSMISSION
	  	14
	 13.0
	 	 RECORDS INSPECTION
	  	14
	 14.0
	 	 CHANGES TO THE PROGRAM SERVICES
	  	14
	 15.0
	 	 GOVERNMENT INSPECTION
	  	14
	 16.0
	 	 INSURANCE
	  	14
	 17.0
	 	 BACKUP PROVISIONS
	  	16
	 18.0
	 	 ARBITRATION
	  	16
	 19.0
	 	 MASTERCARD/VISA REQUIREMENTS
	  	17
	 20.0
	 	 FURTHER RENEWAL OF AGREEMENT
	  	18
	 21.0
	 	 DISPOSAL OF RECORDS
	  	19
	 22.0
	 	 FALCON SERVICES
	  	20
	 23.0
	 	 SPECIAL PROGRAMMING
	  	23
	 24.0
	 	 USERS GROUP MEETINGS
	  	24
	 25.0
	 	 FINANCIAL INSTITUTION BENEFIT ASSOCIATION
	  	24
	 26.0
	 	 LEGAL COMPLIANCE AND INDEMNIFICATION
	  	24
	 27.0
	 	 LIMITATIONS ON DAMAGES
	  	26
	 28.0
	 	 DISTRIBUTION TO FINANCIAL INSTITUTIONS
	  	26
	 29.0
	 	 AGENT BANK AGREEMENTS
	  	26
	 30.0
	 	 GUARANTEES OF CERTEGY INC
	  	26
	 31.0
	 	 NO WAIVER
	  	26
	 32.0
	 	 FORCE MAJEURE
	  	27
	 33.0
	 	 GOVERNING LAW
	  	27
	 34.0
	 	 ENTIRE AGREEMENT; CONSTRUCTION
	  	27
	 35.0
	 	 MODIFICATION OR AMENDMENTS
	  	27
	 36.0
	 	 ASSIGNMENT
	  	27
	 37.0
	 	 NOTICES
	  	27
	 38.0
	 	 ATTORNEYS’ FEES
	  	28
	 39.0
	 	 CAPTIONS
	  	28

  

 i 








 ICBA BANCARD, INC. 
 and 
 CERTEGY CARD SERVICES, INC. 
 2003 RENEWAL SERVICE AGREEMENT 
  
 This 2003 Renewal Service Agreement (“Agreement” or “2003 Renewal
Agreement”) is 
 made as of June 1, 2003 (“Effective Date”), by and between ICBA BANCARD, INC. 
 (“Bancard”), 
 a Delaware corporation, and CERTEGY CARD SERVICES,
INC. (“Certegy”), a Florida 
 corporation, with reference to the following facts: 
 RECITALS 
 Bancard is a corporation engaged primarily in the provision of payment services 
 to A. 
 financial institutions (the “Bancard Program”). 

Certegy is engaged in the business of providing processing for payment services 
 to B. 
 Financial Institutions (the “Certegy Services”). 
 C. Bancard, acting as agent for certain community banks that are members of the 
 Independent Community Bankers of America
(“Financial Institutions”), has 
 retained Certegy to 
 provide certain of the Certegy Services (the “Program Services”) to Financial 
 Institutions in the 
 Bancard Program. 
 D. Bancard and Certegy are parties to a 1994 Renewal
Service Agreement, dated 
 December 12, 1994, as amended December 12, 1996 (First Amendment) and February 
 15, 2000 
 (Second Amendment); a Privacy Addendum dated February 1, 2001; and
a Letter 
 Agreement dated 
 September 28, 2001 (collectively,
the “1994 Renewal Agreement”) governing the 
 parties’ rights and 
 obligations with respect to the Program Services provided to Financial 
 Institutions. 
 E. The term of the 1994 Renewal Agreement expires on December 11, 2004, and 
 Bancard and Certegy now desire to modify, restate and extend the Term of the 
 1994 Renewal 
 Agreement. 
 NOW, THEREFORE, in consideration of the mutual covenants and
agreements 
 hereinafter 
 contained, and for other good and
valuable consideration, the receipt and 
 sufficiency of which are 
 hereby acknowledged, it is hereby mutually agreed by and between the parties as 
 follows: 
  

 -1- 








 1.0 Modification and Restatement. By this Agreement, the parties hereby modify 
 and 
 otherwise restate the terms of the 1994 Renewal Agreement. As of the
Effective 
 Date hereof, the 
 provisions of this Agreement
supersede the provisions of the 1994 Renewal 
 Agreement and are 
 incorporated into each of the agreements for provision of the Program Services 
 between Bancard and 
 each Financial Institution (the “Financial Services Agreement”). 
 Extension of Term. The term of the 1994 Renewal Agreement, as hereby modified 
 2.0 
 and restated, shall expire on March 31, 2008 (the “Renewal Term”). 
 Services. 3.0 
 3.1 Description. Certegy shall provide to those Financial Institutions 
 identified 
 to it from time to time by Bancard (i) the credit card services described in 
 Schedules “A”, “B”, “G”, 
 “K” and
“L” (the “Credit Card Program Services”) and the Merchant Services 
 described in Schedule 
 “C” (the “Merchant Program Services”); and (ii) the debit, in-house/pass through 
 and ATM card 
 services described in Schedule “E” (the “Debit Card Program Services”), Schedule

 “J” (the “Stored 
 Value Card Program
Services”) and the E-Banking Services as described in 
 Schedule “I” (the “EBanking 
 Program Service Program”), all of which are attached to, and fully incorporated 
 into, this 
 Agreement. Except as otherwise specifically set forth in this Agreement, Bancard 
 shall use Certegy 
 exclusively for the Credit Card Services and Merchant
Program Services described 
 in subsection (i) 
 above. Bancard
shall identify to Certegy each Financial Institution with which 
 Bancard has executed 
 a Financial Services Agreement to provide the Credit Card Program Services, 
 Merchant Program 
 Services, Debit Card Program Services, Stored Value Card Program Services and/or 
 E-Banking 
 Program Services. 
 3.2 Data to Vendors. If
a Financial Institution wishes Certegy to provide data 
 pertaining to that Financial Institution to third party vendors, that Financial 
 Institution shall provide 
 written authorization to Certegy and
indemnification for claims pertaining to 
 such data transfer and 
 the performance of any such vendors, in a form acceptable to Certegy. In 
 addition, Certegy may 
 require any such vendors to enter into written agreements with Certegy governing 
 the transfer of such 
 data. 
 Termination. 4.0

 By Bancard. Bancard may terminate this Renewal Agreement: 4.1 
 in the event of the loss or termination, for any reason, of Certegy’s (a) 
 right or ability to provide the Program Services; 
 (b) subject to sections 4.9 herein, in the event Certegy commits any 
 material breach of its obligations under this Agreement, and such breach is not 
 cured within thirty 
 (30) days of Certegy’s receipt of notice of the breach. A “Material Failure” as 
 defined in section 9.0 
 herein and an “Adverse Event” as defined in section 4.9 herein, shall each 
 constitute a material 
 breach of this Agreement by Certegy within the meaning
and intent of this 
 section; 
  

 -2- 








 (c) upon any affirmative act of insolvency by VISA or MasterCard or 
 affiliated networks or upon the filing by VISA or MasterCard or affiliated 
 networks 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 or affiliated 
 networks; provided,
however, that such an act or event by or relating to VISA or 
 MasterCard or 
 affiliated networks, but not to both, shall not terminate this Agreement with 
 regard to the other, 
 provided Certegy remains able to provide the Program Services to other card 
 associations or 
 networks; 
 (d) to the extent
permitted by applicable law, upon the filing by Certegy 
 of any action under any reorganization, insolvency or moratorium law, or upon 
 the appointment of 
 any receiver, trustee or conservator to take possession
of its properties. 
 By Certegy. Certegy may terminate this Agreement: 4.2 
 (a) in the event Bancard commits any material breach of its obligations 
 under this Agreement, and such breach is not cured
within thirty (30) days of 
 Bancard’s receipt of 
 notice
of the breach; 
 (b) to the extent permitted by applicable law, upon the filing by Bancard 
 of any action under any reorganization, insolvency or moratorium law, or upon 
 the appointment of 
 any receiver, trustee or conservator to take possession of its properties. 
 (c) upon any affirmative act of insolvency by VISA or MasterCard or 
 affiliated networks or upon the filing by VISA or MasterCard or affiliated

 networks 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 or affiliated 
 networks; provided, however, that such an act or event by or relating to VISA or 
 MasterCard or 
 affiliated networks, but not to both, shall not terminate this Agreement with 
 regard to the other, 
 provided Certegy remains able to provide the Program
Services to other card 
 associations or 
 networks; 

4.3 In the event of termination of this Agreement pursuant to section 4.1(a), 
 (b), 
 (c) or (d), or in the event of expiration of this Agreement governed by section 
 20.2 herein, neither 
 Bancard nor Financial Institutions shall be required to pay to Certegy the 
 Termination Fees (defined 
 in section 4.4 below) or any other fees or charges
other than those which may 
 have become due for 
 Program
Services rendered hereunder prior to the termination or expiration. 
 4.4 In the event of termination by any Financial institution of the Program 

Services on Schedule “A”, “B”, “C”, “E”, “F”, “G”, “J”, “K” and/or “L” with

 respect to all or 
 substantially all of its accounts falling
under that Program Service, for any 
 reason whatsoever other 
 than upon termination or expiration of this Agreement due to circumstances 
 described in section 4.3 
 above, Bancard shall pay to Certegy the following termination fees (the 
 “Termination Fees”): the 
 greater of (i) the Deconversion Fees set forth in the applicable Schedule for 
 the Program Services 
 terminated or (ii) the sum of (a) an amount equal to
the last six (6) months 
 fees, other than Pass 
  

 -3- 








 Through Fees, for the Program Services terminated, other than for Program 
 Services under Schedule 
 “C” and (b) if the Schedule “C”
Program Services are terminated, that Financial 
 Institution’s fees, 
 other than Pass Through Fees, for Schedule “C” Services for the preceding three 
 (3)months. 
 Notwithstanding the above, in the event a Financial Institution only terminates 
 the Services in 
 Schedule “C” and retains the other Program Services being provided under other 
 Schedules, then 
 neither Bancard nor such Financial Institution shall be
required to pay Certegy 
 any Termination Fees 
 under Schedule
C. For each termination of Program Services by a Financial 
 Institution, Certegy 
 shall provide Bancard a written accounting of the Fees to be assessed, if any, 
 including an 
 explanation of the Fee calculation. Notwithstanding the assessment and 
 collection of the above 
 amounts, nothing in this Agreement shall limit the legal and equitable remedies, 
 which would 
 otherwise be available to Certegy in the event of termination of
this Agreement 
 following a material 
 breach of this Agreement
by Bancard. 
 4.5 Cooperation. Upon termination of this Agreement pursuant to section 4.1, 
 Certegy will use its best efforts to assist Bancard in arranging for access to 
 the Program Services on 
 substantially the same terms as are provided in this Agreement so that Financial 
 Institutions may 
 continue receiving similar services without substantial interruption. Certegy 
 and Bancard will 
 cooperate to effect an orderly conversion of accounts and
data to a successor 
 card processing 
 institution. As requested
by Certegy, Bancard shall cooperate to affect the 
 reclamation of cards, 
 checks and drafts issued in connection with the Program Services. Except as 
 otherwise provided in 
 section 4.9 or 20.4 herein, within fourteen (14) days after the termination of 
 this Agreement, Bancard 
 shall send to each Financial Institution via first class U.S. mail a letter in 
 the form attached hereto 
 as Exhibit 3. 
 4.6 Rights of Parties to Funds. Upon expiration and non-renewal, or termination 
 of this Agreement for any reason, the respective rights of the parties to funds 
 in any and every 
 account over which more than one party has signature authority shall be governed 
 by the provisions 
 of section 7.0 hereof. 
 4.7
Notifications. Upon the occurrence of any event noted in sections 4.1 and 
 4.2 
 above, the party first having knowledge of such event shall notify the other. 
 Bancard shall require 
 each Financial Institution desiring to terminate the Program Services for 
 reasons other than those in 
 section 4.1 to provide Certegy not less than six (6) months advance written 
 notice. 
 4.8 Prohibited Solicitation. In the event of termination of this
Agreement by 
 Bancard pursuant to section 4.1(b), Certegy agrees that for a period of twelve 
 (12) months from the 
 effective date of termination, Certegy, its subsidiaries and affiliates, on 
 their own behalf or as 
 program administrator for the Financial Institution
Benefit Association (“FIBA”) 
 shall not, directly 
 or
indirectly, engage in prohibited solicitation (“Prohibited Solicitation”) of 
 Financial Institutions 
 as customers of Certegy, its subsidiaries, affiliates, or as members of FIBA, or 
 as customers of any 
 other entity which is a customer of Certegy, its subsidiaries, affiliates, or is 
 a member of FIBA, 
 without the prior written approval of Bancard; provided,
however, that nothing 
 herein shall restrict 
 (i)
Certegy’s right to do business with entities which are competitors of 
 Bancard, and (ii) such 
 competitors’ rights to solicit Financial Institutions as customers. 
  

 -4- 








 “Prohibited Solicitation” within the meaning of this section means initiating 
 any 
 written or oral communication with Financial Institutions, directly or

 indirectly, which is, or may be 
 construed by Financial
Institution as, a direct or indirect request or 
 inducement to Financial 
 Institutions to continue to receive Program Services from Certegy, its 
 subsidiaries, affiliates, or as 
 a member of FIBA or any other entity which is a customer of Certegy, its 
 subsidiaries, affiliates, or 
 is a member of FIBA, following the expiration or termination of this Agreement, 
 without the prior 
 written consent of Bancard. Prohibited Solicitation shall
include, but not be 
 limited to, invitations 
 to educational or
other seminars which Certegy, its subsidiaries, affiliates or 
 FIBA sponsor, or in 
 which it or they participate; promotional or other information concerning 
 Certegy, its subsidiaries, 
 affiliates or FIBA, including financial information; and general information 
 concerning services and 
 prices. Prohibited Solicitation shall not include changes in services or prices 
 as permitted under this 
 Agreement and information needed by Financial
Institutions in order for Certegy 
 to effect the 
 deconversion
of Financial Institutions. 
 4.9 Adverse Events. In the event that during the Renewal Term Bancard 
 reasonably determines that specific acts or events (“Adverse Events”) by Certegy 
 or its subsidiaries 
 or affiliates, have adversely affected, or would adversely affect, to a 
 substantial degree, (i) the 
 goodwill and reputation of Bancard with members
of the Independent Community 
 Bankers of 
 America
(“ICBA”), and (ii) Bancard’s business, and that such adverse effect 
 would continue if 
 Bancard continued its relationship with Certegy under this Agreement, Bancard 
 shall notify Certegy 
 of its intention to terminate this Agreement. In such event Certegy and Bancard 
 shall make every 
 good faith effort to mutually overcome the effects of the
Adverse Event. If the 
 matter is not resolved 
 to the
satisfaction of Bancard within sixty (60) days after such notice, the 
 issue of whether an 
 Adverse Event has occurred shall be submitted to binding arbitration pursuant to 
 the provisions of 
 section 18 hereof. It is agreed, however, that this section 4.9 cannot be used 
 to terminate this 
 Agreement because Certegy has exercised its rights against a Financial 
 Institution or taken action 
 on behalf of Bancard against a Financial
Institution pursuant to Certegy’s 
 rights under this 
 Agreement. 
 If Certegy accepts Bancard’s notice of its desire to terminate, or if the 
 arbitrators 
 determine that an Adverse Event has occurred, then the effective
date of 
 termination shall be one (1) 
 year from the date of
such notice or from the date on which the arbitration 
 award is rendered, as the 
 case may be, or such other date as the parties mutually agree. Within fourteen 
 (14) days after 
 Certegy’s acceptance of Bancard’s notice or the rendering of the arbitration 
 award, as the case may 
 be, Bancard shall send to each Financial Institution via first class U.S. mail a 
 letter in the form 
 attached hereto as Exhibit 3. An Adverse Event under this
section 4.9 shall be 
 deemed to be a 
 material breach of this
Agreement within the meaning and intent of section 
 4.1(b) herein. 
 Intentionally Left Blank. 5.0 
 Fees. 6.0 
 6.1
Scheduled Fees. In consideration for provision of the Program Services to 
 Financial Institutions by Certegy, Bancard shall be responsible for all

 Financial Institutions paying 
  

 -5- 








 to Certegy the fees set forth in Schedules “A”, “B”, “C”, “E”, “G”,
“J”, “K”, 
 “L”, and “I” of Exhibit 
 1 attached to this Agreement (the “Scheduled Fees”). The Scheduled Fees shall be 
 effective as of 
 the dates shown on each Schedule and shall remain in effect until changed 
 pursuant to the terms of 
 this Agreement. Bancard shall indemnify and hold Certegy harmless from any and 
 all losses 
 incurred as the result of a Financial Institution’s failure
or refusal to pay 
 Certegy any uncontested 
 Scheduled Fees.

 6.2 Settlement of Fees. For those Program Services for which Certegy settles 
 daily for Program Members, processing fees shall be settled each banking day for 
 the applicable 
 transactions and shall be payable by deduction from the applicable Financial 
 Institution’s daily 
 settlement amount. Fees for all other Program Services shall be invoiced 
 monthly, payable ten (10) 
 days after the invoice date. In no event will any
sums due Certegy under section 
 4.3 or 4.4 hereof be 
 deducted
by Certegy from any settlement account, BIN, ICA or otherwise. 
 6.3 Bancard’s Financial Responsibility. As to Certegy, as agent for the 
 Financial 
 Institutions, Bancard assumes financial responsibility for all
VISA and 
 MasterCard transactions 
 processed into and out of
its, or a Financial Institution’s, Base Identification 
 Number (BIN) Account 
 and its, or a Financial Institution’s, Interbank Card Association (ICA) Account 
 including, but not 
 limited to, counterfeit transactions and fraudulent transactions. Bancard shall 
 indemnify Certegy for 
 any and all losses Certegy incurs related to such transactions, which losses 
 were not caused by 
 Certegy’s actions or omissions in performance of the
Program Services. Certegy 
 is expressly 
 prohibited from using
Bancard’s, or a Financial Institution’s, BIN or ICA 
 Account for the benefit 
 of any person or organization other than Financial Institutions in the Bancard 
 Program, or for any 
 purpose other than processing transactions for such Financial Institutions, 
 without the prior express 
 written consent of the applicable VISA or MasterCard principal member. 
 6.4 Time Frame for Merchant Settlement. Certegy shall remit to the Settlement 
 Account the amount of all VISA and MasterCard merchant transactions from each 
 Financial 
 Institution no more than four (4) business days following Certegy’s receipt of 
 such merchant VISA 
 and MasterCard transactions from a Financial Institution, except for delays 
 resulting from those 
 events provided for in section 34.0 herein. 

6.5 Fee Increases. Certegy may make a one-time adjustment to the Scheduled 
 Fees at any time during the final twenty-four (24) months of the Renewal Term in 
 accordance with 
 the requirements of section 6.5.1 below; provided, however, that (i) no such Fee 
 increase may be 
 made if a “Material Failure” which has not been cured, as defined in section 9.1 
 below, has occurred 
 during the four (4) calendar quarters immediately
preceding Certegy’s notice of 
 proposed Fee 
 increase; and
(ii) Certegy may implement adjustments of those fees over which 
 Certegy has no 
 control (“Pass Through Fees”) and which are identified as such in the Scheduled 
 Fees, at any time 
 during the Renewal Term of this Agreement. Certegy shall notify Bancard of any 
 Pass Through Fee 
 increase at least thirty (30) days prior to the date Certegy implements such 
 increase. 
 6.5.1 Certegy may implement increases of the Scheduled Fees by a

 percentage which is equal to or less than the sum of (i) the amount by which the 
 Percentage Increase 
 (defined in section 6.5.4 below) exceeds two percent (2%), but is not more than 
 six percent (6%); 
  

 -6- 








 and (ii) one-half of the amount by which the Percentage Increase exceeds six 
 percent (6%). Certegy 
 shall notify Bancard of any such fee increase at least
one hundred eighty (180) 
 days prior to the date 
 Certegy
implements such increase. 
 6.5.2 The following definitions shall apply to this section 6.5: “Index” 
 shall mean the Consumer Price Index for All Urban Consumers (1967 = 100), 
 specified “All Items”, 
 relating to Tampa, Florida and issued by the Bureau of Labor Statistics of the 
 United States 
 Department of Labor. If the Index in its form as of the
Effective Date hereof is 
 discontinued, or if 
 the basis on
which it is now calculated shall be revised, the parties shall make 
 an appropriate 
 conversion to such revised Index on the basis of conversion factors published by 
 the Bureau of Labor 
 Statistics; if such conversion factors are not published, either party may 
 request the Bureau of Labor 
 Statistics to provide, when needed, an appropriate conversion or adjustment 
 which shall be 
 applicable thereafter; or if the Bureau of Labor Statistics
shall be unable or 
 unwilling to provide such 
 appropriate
conversion or adjustment, then the parties shall, in good faith, 
 agree on a suitable 
 substitute for the Index. 
 6.5.3 “Base Index” shall mean the Index established for the month in which 

the prices on the Schedule that Certegy seeks to adjusted became effective; and 
 (ii) for any 
 subsequent increase, the Index in the month that was the Comparative Month in 
 the last applicable 
 increase. 
 6.5.4 “Percentage Increase” shall mean the percentage equal to the fraction, 
 the numerator of which shall be the Index in the Comparative Month less the Base 
 Index, and the 
 denominator of which shall be the Base Index. 
 6.5.5 “Comparative
Month” shall mean the most recent month for which the 
 Index has been published prior to Certegy providing notice of the increase, 
 which Comparative 
 Month shall be deemed the month of the last increase for
purposes of 
 establishing the new “Base 
 Index” for
any future increase. 
 6.6 Most Favored. If during the Renewal Term, Certegy signs a new or renewal 
 contract for services similar to Credit Card Program Services and Merchant 
 Program Services with 
 any other association of financial institutions which has approximately the same 
 or comparable 
 Credit Card and Merchant transaction volumes for approximately
the same or 
 comparable group of 
 services and levels of
support as the Credit Card and Merchant Program Services 
 and support being 
 provided to the Bancard Program, then within fifteen (15) business days after 
 that contract is signed 
 or made public (in the case of a contract which is required to be publicly 
 disclosed), Certegy shall 
 give Bancard written notice of that fact and shall provide a schedule of the 
 basic terms that will 
 govern the credit card and merchant services to be
provided and the rates, 
 including any provisions 
 for rate
increases or decreases, to be charged to the members of that other 
 association (the “Rate 
 Structure”). Bancard shall have the right to elect to have the Rate Structure 
 substituted for Bancard’s 
 then current rates and terms, which election it may make only by giving written 
 notice to Certegy 
 within thirty (30) days following receipt of the Rate
Structure from Certegy; 
 provided, however, that 
 Certegy then
shall be entitled to provide the Program Services on the same basic 
 terms under which 
 they are being provided to the other association. If Bancard elects the other 
 association’s Rate 
  

 -7- 








 Structure, it shall become effective on a reasonable date to be mutually agreed 
 by the parties, which 
 date shall be at least thirty (30) days from
Bancard’s election and which shall 
 be the first calendar 
 day of a month. 
 Other Services. Certegy may perform services for Bancard or the Financial 6.7 
 Institutions which are not included in this Agreement at prices to be mutually 
 agreed by Certegy and 
 Bancard prior to the performance of such services, and shall be documented by 
 means of a written 
 amendment to this Agreement. Certegy shall not be
responsible or obligated for 
 any services 
 Bancard provides to
Financial Institutions which are not included in this 
 Agreement including, but 
 not limited to, advertising, research and development, taxes allocated to 
 property owned by Bancard, 
 and insurance. 
 Program Clearing, Settlement and Payment Accounts. 7.0

 7.1 Program Clearing Account. As agent for Financial Institutions, Bancard shall 
 maintain a demand deposit account (the “Program Clearing Account” or “PCA”) for 
 daily settlement

 of transactions, charges and reimbursements. 
 7.1.1 Access.
Certegy may access the PCA for the following purposes: 
 daily settlement of all VISA and MasterCard cardholder (a) 
 amounts due to/from VISA and MasterCard; and 
 daily settlement of fees due
Certegy for the transactions (b) 
 previously processed; and 
 (c) monthly settlement of fees and charges due Certegy, other than 
 processing fees, such access permitted not less than ten (10) days after the

 invoicing of such fees and 
 charges to Bancard; and

 (d) daily settlement of all dues, fees, assessments and other charges 
 due Certegy for, without limitation, the combined warning bulletin fees, 
 interchange fees, VISA 
 and/or MasterCard Association fines or other charges, if any, and assessments; 
 and 
 (e) daily payment of any interest due Certegy for funds Certegy 
 paid to VISA or MasterCard on behalf of Bancard that Bancard did not have 
 available to Certegy in 
 the PCA (“PCA Shortfall”). Bancard shall pay Certegy interest at the base rate 
 charged by the 
 clearing bank for the Bancard Program, plus one percent (1%) for all PCA 
 Shortfall; and 
 daily investment for Bancard’s benefit of surplus funds
in the (f) 
 PCA. 
 7.1.2 Minimum Balance. For Credit Card
Program Services and Debit Card 
 Program Services, Bancard shall maintain at all times in the PCA a minimum 
 balance (“Minimum 
 Balance”) equivalent to the product of the
following equation: 
  

 -8- 








 [The anticipated average aggregate cardholder base for all Financial 
 Institutions for 
 the next ninety (90) days or two hundred (200), whichever
is greater] x 2.5 
 (anticipated transactions per cardholder account per month) x 52 (anticipated 
 average 
 transaction amount) ÷ 21.5 (average business days per month)
x 3. 
 The elements of the above equation shall be adjusted quarterly by Certegy, or 
 more 
 often if deemed necessary by Certegy and Bancard, based on the actual volume of 
 the previous 
 month and seasonal factors, in all cases with advance written
notice to 
 Bancard,. 
 Settlement. 7.2 
 7.2.1 Settlement Account. Bancard shall require each Financial Institution 
 to maintain at all times a demand deposit account (the “Settlement Account” or 
 “SA”) for the 
 purpose of replenishing the PCA so that an amount no less than each Financial 
 Institution’s pro rata 
 share of the Minimum Balance is maintained at all times. Bancard and/or Certegy 
 through the 
 Automated Clearing House (“ACH”) or wire transfer at
Bancard’s expense, may 
 access each SA on 
 a daily basis
to transfer to the PCA a sum equivalent to the product of the 
 following equation: 
 [Financial Institution’s anticipated cardholder base for the next ninety (90) 
 days or 
 two hundred (200), whichever is greater] x 2.5 (anticipated transactions per 
 cardholder account per month) x 52 (anticipated average transaction amount) ÷ 
 21.5 
 (average business days per month) x 3 (average number of the days required for 
 clearance of transfers from Financial Institutions into the PCA). 
 The elements of the above equation shall be adjusted quarterly by Certegy, or
more 
 often if deemed necessary by Certegy and Bancard, based on the actual volume of 
 the previous 
 month and seasonal factors, in all cases with advance written notice to Bancard 
 and each Financial 
 Institution. Bancard shall require each Financial
Institution to maintain at all 
 times in the SA an 
 amount
equal to the product of the equation expressed above in this section 7.4, 
 as adjusted from 
 time to time. 
 7.2.2 Settlement to Financial Institutions processing on BASE2000. 
 Financial Institutions receiving Certegy Services under Schedules “K” or “L” 
 shall each establish 
 a Settlement Account in the Financial Institution’s name to enable VISA and/or 
 MasterCard to settle 
 transactions, dues, fees, assessments and other amounts
directly to the 
 Financial Institution 
 Settlement Account. The
Financial Institution shall maintain sufficient balances 
 in the Settlement 
 Account to enable such VISA and/or MasterCard settlements. Neither Bancard nor 
 Certegy shall 
 bear any responsibility or liability for funding of the Financial Institution’s 
 Settlement Account. 
 7.3 Payment Account. As agent for Financial Institutions, Bancard shall 
 establish 
 a demand deposit account for deposit of payments made to Bancard
and Financial 
 Institutions 
 (“Payment Account”).
Certegy may access such Payment Account to deposit payments 
 received 
 from cardholders and to transfer sums to the appropriate Financial Institution 
 Settlement Account. 
  

 -9- 








 7.4 Reporting. Certegy shall furnish to Bancard on a monthly basis (a) detailed 
 information including bank statements and reconciliation statements for the PCA; 
 (b) a monthly 
 statement of each day’s interchange fees; and (c) such data as may be reasonably 
 requested by 
 Bancard and/or any Financial Institution. Certegy also shall
furnish to each 
 Financial Institution 
 daily statements of
settlements with VISA, MasterCard and Certegy. 
 7.5 Audit. Bancard shall have the right to receive an annual Statement from 
 Certegy’s outside certified public accounting firm, at Certegy’s expense, in the 
 form such Statement 
 is normally prepared for Certegy’s regular audits, which confirms that the firm 
 has examined 
 Certegy’s operations and that the reports furnished to
Bancard and Financial 
 Institutions are accurate 
 and based
upon generally accepted accounting principles. 
 Additional Obligations of Financial Institutions. Each Financial Institution is 
 bound 8.0 
 by the following provisions as of the Effective Date of this
Agreement: 
 8.1 Right to Refuse Merchants. Financial Institution shall not enroll merchants 
 for participation in the VISA and/or MasterCard systems through Bancard or 
 Certegy if such 
 merchants are within the categories of merchants designated by Bancard and/or 
 Certegy from time 
 to time as “high-risk merchants”. Bancard 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 
 enrolling, or failing to terminate, such merchant would create excessive risk 
 for Bancard and/or 
 Certegy. 
 8.2 Right to Refuse Transactions. In the event that either Bancard
or Certegy 
 determines, in its sole and absolute discretion, that the risks related to the 
 credit card sales drafts 
 introduced by any merchant enrolled by any Financial Institution are excessive, 
 then Bancard or 
 Certegy may refuse to accept and process such transactions.
Bancard or Certegy 
 shall promptly 
 notify Financial
Institution of its refusal to accept and process transactions 
 from any such merchant. 
 8.3 Card Association Requirements. Financial Institution shall comply with all 
 VISA and/or MasterCard and Network
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 
 Financial Institution for fraud, suspected fraud or
failure to meet its 
 financial responsibilities. 
 Financial
Institution 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. 
 8.4 Indemnification. Notwithstanding any other provision of this Agreement to 
 the contrary, Financial Institution shall indemnify and hold harmless Certegy 
 and Bancard, and their 
 respective stockholders, officers, directors, employees, agents, affiliates, 
 subsidiaries, successors and 
 assigns (the “Indemnified Parties”), from and against any and all liabilities, 
 obligations, losses, 
 damages, penalties, actions, judgments, suits, costs,
expenses, fees, including 
 reasonable attorney 
 fees, or
disbursements of any kind or nature whatsoever (the “Losses”), which 
 may be suffered by, 
 imposed on, incurred by, or asserted against the Indemnified Parties in any way 
 relating to, or arising 
  

 -10- 








 out of, any merchant deposit of VISA or MasterCard credit card or debit card 
 sales drafts (“Sales 
 Drafts”) which arise from transactions from
merchants enrolled by Financial 
 Institution or an agent 
 institution of Financial Institution for the Merchant Program Services provided 
 pursuant to this 
 Agreement and/or the Financial Services Agreement, including counterfeit or 
 fraudulent transactions, 
 credits processed by a merchant, or any chargebacks of Sales Drafts. Certegy 
 shall be a third-party 
 beneficiary of the indemnities in this section, and
if Certegy brings any 
 lawsuit, arbitration or other 
 action
against Financial Institution to enforce the provisions of this section, 
 the prevailing party shall 
 be entitled to recover its reasonable attorneys’ fees and costs in connection 
 with the action. 
 8.5 Right to Utilize Certain Funds. Bancard and/or Certegy shall have the right 
 to utilize any amounts payable to Financial Institution as a result of 
 transactions in the MasterCard 
 and/or VISA systems in payment of, or to reimburse Bancard or Certegy for, 
 chargebacks or any 
 other amounts payable by, or any other Losses resulting
from, the activities of 
 any merchants 
 enrolled by Financial
Institution or an agent institution of Financial 
 Institution. Financial Institution 
 acknowledges that Certegy is a third party beneficiary of all Bancard rights in 
 the Financial Services 
 Agreement, and that Certegy is entitled to exercise all rights given to it 
 pursuant to this section 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 
 Financial Institution or an agent
institution of Financial Institution. 
 Financial Institution specifically 
 agrees that the rights of Bancard and Certegy and the obligations of Financial 
 Institution hereunder 
 shall survive the expiration or earlier termination of this Agreement. 
 Quality Control Standards. 9.0 
 9.1 Compliance Requirements. Certegy shall maintain the Quality Control 
 Standards set forth in Exhibit 2 attached hereto (the “Standards”), which shall 
 apply as appropriate 
 and as indicated on Exhibit 2, beginning on the Effective Date, to the Program 
 Services on the 
 Schedules to Exhibit 1. At the end of each calendar quarter,
Certegy and Bancard 
 shall review 
 Certegy’s performance
for that quarter in light of the Standards. To facilitate 
 such review, Certegy 
 shall provide Bancard with internally generated monthly reports on which the 
 review can be based, 
 along with a certification by a Certegy officer verifying their accuracy. For 
 purposes of measuring 
 Certegy’s compliance with the requirements of this section, the “Standards” 
 designated as “material 
 standards” shall be deemed to be
“Material Standards” for the purposes of this 
 Agreement. 
 Certegy’s failure to meet one or more Material Standards, or three (3) or more 
 of the other Standards, 
 in any calendar quarter, shall be deemed a “Material Failure.” In the event of a 
 Material Failure, 
 Certegy shall take those steps necessary to cure that specific Material Failure 
 within the thirty (30) 
 day period following notice by Bancard to Certegy of
the Material Failure. The 
 test period to 
 determine whether
such cure has been accomplished shall be the thirty (30) day 
 period following the 
 thirty (30) day period for cure referred to above. In the event that the 
 Material Failure has not been 
 cured as evidenced by Certegy’s reports thereon, subject to Bancard’s right of 
 inspection and audit, 
 Certegy shall have committed a “material breach” of its obligations hereunder 

which has not been 
 cured within the meaning and intent of section 4.1(b)
hereof. 
  

 -11- 








 9.2 Right to Audit. On reasonable notice during normal business hours, Bancard 
 representatives shall have the right, at Bancard’s expense, to inspect and audit 
 information and 
 records in Certegy’s possession or control pertaining to Certegy’s compliance 
 with the Standards; 
 provided that Certegy shall have the right to receive
and comment on any report 
 prepared by any 
 representative of
Bancard in connection with any such inspection or audit prior 
 to its dissemination 
 to Financial Institutions or other third parties. 
 9.3 Joint Review and New Card Processing Systems. Bancard and Certegy
agree 
 to review the Standards and make amendments as agreed. The parties jointly shall 
 make reasonable 
 modifications to the Standards when needed to apply to any new card processing 
 system or platform 
 implemented by Certegy during the Renewal Term. Those
modifications shall take 
 into account the 
 differences in
capability and function of any such new system. 
 9.4 Filing and Reporting Requirements. On Bancard’s behalf, Certegy agrees to 
 comply with all Visa and MasterCard filing and reporting requirements imposed on 
 Bancard, as a 
 result of Program Services. Certegy’s assistance to Bancard with filling and 
 reporting requirements 
 occasioned by the Bancard Program not resulting from
Certegy Services shall be 
 subject to the 
 parties agreement on
applicable terms and fees. 
 10.0 System Enhancements. Bancard and Certegy will negotiate a schedule of 
 specific 
 system enhancements that Certegy will provide at no additional cost
to Bancard 
 or the Financial 
 Institutions. The parties will
set forth that schedule and the terms applicable 
 to the provision of those 
 enhancements in an amendment to this Agreement. Further, during the Renewal 
 Term, if Bancard 
 requests other enhancements or changes to the Program Services, then Certegy and 
 Bancard will 
 negotiate whether and upon what terms Certegy will provide those enhancements or 
 changes, 
 including additional fees which Certegy may charge. Certegy
reserves the right 
 to make any changes 
 to the Program
Services so long as Bancard will continue to be able to meet its 
 obligations to the 
 Financial Institutions and their customers. 
 11.0 Confidentiality. 
 11.1 Each of the parties to this Agreement agrees to hold as secret and 
 confidential 
 information, reports, plans, customer lists, documents, drawings, writings, 
 samples, statements, audit 
 reports, software, manuals, know how and other
proprietary material 
 (“Confidential Information”) 
 received from the other party. “Confidential Information” shall also include 
 information and data 
 concerning the business, activities, operations, financial results, properties 
 or management of the 
 Financial Institutions or their customers prepared by or for Certegy, or used in 
 any way by Certegy 
 in connection with the provision of Program Services to
Financial Institutions 
 and their customers, 
 whether or not
Financial Institutions and their customers are therein identified 
 by name. All 
 Confidential Information provided from one party to the other shall remain the 
 property of the 
 disclosing party. For purposes of this section 11.0, Confidential Information 
 shall not include 
 information which becomes available to the public through no wrongful action of 
 the receiving party; 
 which may be published prior to the date hereof; which
is already in the 
 possession of the receiving 
 party and not
subject to an existing agreement of confidence between the 
 parties; which is received 
 from a third party without restriction and without breach of this Agreement; 
 which is independently 
  

 -12- 








 developed by the receiving party; or which is disclosed pursuant to a 
 requirement or request from 
 a government agency. 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 Confidential Information received from the other party 
 to those employees 
 and persons in the receiving party’s organization with a need to know such 
 Confidential Information 
 in order to provide the Program Services hereunder.
Such employees or persons 
 shall be under the 
 same obligations
to hold secret and confidential such Confidential Information 
 as provided herein. 
 Certegy may disclose Confidential Information to its third-party vendors or 
 contractors as necessary 
 to provide the Program Services under this Agreement. Before disclosing 
 Confidential Information 
 to such third-party vendors or contractors, Certegy shall first secure the 
 written agreement of such 
 vendors or contractors to protect and limit the
use of such Confidential 
 Information as provided 
 herein. The
obligations of the parties hereunder shall survive the expiration or 
 earlier termination 
 of this Agreement. 
 11.2 Bancard and Certegy agree as follows regarding the use to be made of, and 
 the protections to be provided to, Confidential Information, including non- 
 public financial 
 information that is personally identifiable to a customer of a Financial 
 Institution (referenced in the 
 Gramm-Leach-Bliley Act (the “GLB
Act”), as “Non-public Personal Information” or 
 “NPI”), which 
 is disclosed to Certegy to enable it to provide the Program Services to 
 Financial Institutions: 
 11.2.1 NPI shall be treated as Confidential Information under section 11.1 
 of this Agreement; 
 11.2.2 All Confidential Information provided to or acquired by Certegy in 
 the course of providing Program Services to a Financial Institution shall be 
 used only for the 
 provision of the Program Services, unless lawful disclosure is authorized in 
 writing by that Financial 
 Institution. Certegy shall not disclose
Confidential Information to any person 
 not affiliated with the 
 Financial Institution, except as necessary to provide the Program Services or if 
 such disclosure would 
 be lawful if made directly by the Financial Institution; 
 11.2.3 When
contracting with third parties to assist in providing the Program 
 Services to Financial Institutions (“Third Party Vendors”), Certegy shall

 require those Third Party 
 Vendors to comply with the same, or
substantially similar, confidentiality and 
 privacy obligations 
 as apply to Certegy under this Agreement; 
 11.2.4 Certegy shall restrict its employees’ access to Confidential 
 Information to those employees who need to know the Confidential Information in 
 order to provide 
 the Program Services to Financial Institutions; 
 11.2.5 Certegy shall maintain physical, electronic and procedural safeguards 
 that comply with the applicable laws and
regulations concerning NPI, to prevent 
 unauthorized and 
 unlawful disclosure; 
  

 -13- 








 11.2.6 Bancard shall require each Financial Institution to comply with the 
 GLB Act including, but not limited to, providing the privacy notices to each 
 customer of each 
 Financial Institution; 
 11.3 Upon
the expiration and non-renewal, or earlier termination of this 
 Agreement, or at the expiration or termination of any Financial Institution’s

 Financial Services 
 Agreement, each party, including each
Financial Institution, shall return to the 
 disclosing party all 
 copies of Confidential Information received from the other, or shall deliver a 
 certificate signed by 
 an officer of the party certifying that such Confidential Information has been 
 destroyed. 
 11.4 Annual Review. Each year upon Bancard’s request, or upon the written 
 request of a Financial Institution, Certegy shall provide to Bancard or the 
 requesting Financial 
 Institution, a copy of the most recent third party auditors’ review and report 
 on the design and 
 compliance test of Certegy’s processing system.

 12.0 Data Transmission. Financial Institution, at its expense, shall be 
 responsible, and 
 shall bear the risk of loss or damage, for transmission of information and data 
 (“Data”) to and from 
 Certegy’s data processing center. In the
case of physical transmission, 
 Financial Institution shall 
 bear the risk of loss and damage to the point where and until Certegy signs a 
 receipt for the Data, and 
 in the case of electronic transmission, until Certegy confirms receipt. 
 Certegy’s responsibility for 
 the safekeeping and security of plastics commences upon the delivery of such 
 plastics to Certegy and 
 terminates upon delivery of plastics by Certegy to
the U.S. mail, courier or 
 freight representatives 
 designated
by Financial Institution. 
 13.0 Records Inspection. Information and records concerning Bancard or the 
 Financial 
 Institutions in the possession of Certegy shall be available for
inspection and 
 audit by representatives 
 of Bancard and each
of the Financial Institutions upon presentation of written 
 authorization, upon 
 reasonable notice and during normal business hours. Information and records in 
 the possession of 
 Certegy concerning a Financial Institution or a customer of a Financial 
 Institution, shall be available 
 for inspection and audit by representatives of such Financial Institution upon 
 presentation of written 
 authorization, upon reasonable notice and during
normal business hours. 
 14.0 Changes to the Program Services. Should Bancard request a change in any of 
 the 
 Program Services that would require modification of hardware or software

 utilized by Certegy, then 
 Certegy and Bancard agree to
negotiate whether and upon what terms and 
 conditions such 
 modifications shall be provided, if at all. Certegy reserves the right to make 
 changes to the Program 
 Services so long as Bancard will continue to be able to meet its obligations to 
 Financial Institutions 
 and their customers. 
 15.0
Government Inspection. Certegy shall permit those governmental agencies 
 which 
 regulate and examine Bancard and the Financial Institutions to examine Certegy, 
 its books and 
 records, to the same extent as if the Program Services were being performed by 
 Bancard or the 
 Financial Institutions on its own premises. 
 16.0 Insurance. 
  

 -14- 








 16.1 Forms and Limits. Certegy represents that it has the following minimum 
 limits of insurance coverage currently in effect (“Insurance Coverage”) and that 
 premiums therefor 
 shall be paid when due: 
 Limits Forms 
 500,000 $ General Liability - Basic (a) 
 $ 15,000,000 General Liability - Excess 
 5,000,000 $ Errors and Omissions (b) 
 1,500,000 $ EDP Extra Expense (c) 
 50,000 $ Employee Dishonesty - Basic (d)

 5,000,000 $ Employee Dishonesty - Excess 
 Upon Bancard’s
request, Certegy annually will provide certificates of coverage 
 evidencing the 
 Insurance Coverage. 
 16.2 Maintenance of Policies and Endorsements. Certegy agrees to maintain the 
 Insurance Coverage at no less than the above-stated minimum Limits during the 
 Renewal Term and 
 any subsequent renewal terms, between Certegy and Bancard. 
 Certegy shall maintain Endorsements naming Bancard as Loss Payee, as agent for 
 Financial Institutions, on all Certegy
insurance policies which provide coverage 
 for losses incurred 
 by Financial Institutions resulting from, or arising out of, employee 
 dishonesty. The Endorsements 
 shall be in a form acceptable to Bancard. 
 16.3 Involuntary Changes of
Coverage. Should the Insurance Coverage, or any 
 portion thereof, be involuntarily terminated or modified without the consent of 
 Certegy, Certegy 
 shall replace such terminated or modified portions of the
Insurance Coverage 
 prior to final 
 termination or
modification, or as soon thereafter as commercially possible. In 
 the event of 
 involuntary termination or modification, Certegy shall notify Bancard 
 immediately, but in no event 
 later than three (3) days following receipt of notice by the Chief Financial 
 Officer of Certegy of the 
 termination or modification. 
 16.4 Premium Expense not a Defense. It is expressly understood and agreed that 
 premium expense shall not be a valid reason for Certegy’s
failure to maintain, 
 renew, replace or selfinsure 
 the
Insurance Coverage. 
 16.5 Consent to Change Coverage. It is expressly understood and agreed that 
 Certegy may not reduce the Limits below those stated above or discontinue or 
 terminate the 
  

 -15- 








 Insurance Coverage for any reason without prior notice to, and the express 
 written consent of, 
 Bancard, which consent shall not be unreasonably
withheld. 
 17.0 Backup Provisions. Certegy will maintain dual Central Processing Units in 
 its 
 computer data center, will provide off-premises secured storage of data and 
 program files as required 
 by VISA, MasterCard and applicable state and
federal regulations, and will have 
 available redundant 
 sources of electrical power. 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, or suppliers of 
 computer equipment, and/or other processors, provide processing services for the 
 Program Services 
 of a quality of care, priority and attention equivalent to
that available for 
 Certegy’s own work and 
 shall provide
such processing services as promptly as is reasonably possible, 
 but in no event later 
 than twenty-four (24) hours after interruption of Certegy’s performance. 
 18.0 Arbitration. 
 18.1 Initiation. All disputes between the parties which are to be resolved by 
 arbitration as provided hereunder, shall be conducted as hereinafter described. 
 Either party may 
 institute arbitration by giving written notice to the other party of its 
 intention to arbitrate, which 
 notice shall contain the name of the arbitrator selected by the party 
 instituting arbitration, the nature 
 of the controversy, the remedies sought
and any other pertinent matter. Within 
 thirty (30) days after 
 the giving of such notice, the other party may submit to the initiating party 
 the name of an arbitrator 
 whom it has appointed and may submit an answering statement. Within ten (10) 
 days thereafter the 
 two arbitrators so appointed shall in good faith select a neutral third 
 arbitrator; the three arbitrators 
 so selected shall resolve the controversy.
If the two arbitrators are unable to 
 agree upon a neutral 
 third arbitrator within the ten (10) day period, the third arbitrator shall be 
 appointed by the American 
 Arbitration Association in accordance with its then existing commercial 
 arbitration rules. If the other 
 party shall refuse or neglect to appoint an arbitrator within the requisite 
 thirty (30) day period, the 
 arbitrator appointed by the initiating party
shall be empowered to proceed to 
 arbitrate and determine 
 the
fact or matter in controversy as the sole arbitrator, and his award in 
 writing shall be final, 
 conclusive and binding upon the parties. The arbitrators nominated or appointed 
 hereunder shall not 
 be parties or affiliates of a party, or associated with, or employed by, or have 
 the status of, supplier 
 of goods or services to a party or affiliate of a
party. 
 18.2 The Proceedings. Prior to rendering their decision, the arbitrators shall 
 afford 
 each of the parties an opportunity, both orally and in writing, to present any 
 relevant evidence and 
 to present arguments in connection with the matter in
arbitration; provided, 
 however, that the formal 
 rules of
evidence applicable to judicial proceedings shall not apply; and 
 further provided, that any 
 party submitting written materials shall be required to deliver a copy of the 
 same to the other party 
 concurrently with the delivery thereof to the arbitrators, and such other party 
 shall have the 
 opportunity to submit a written reply, a copy of which will be delivered to the 
 other party 
 concurrently with the delivery thereof to the arbitrators. Oral
argument shall 
 take place only at a 
 hearing before all of the
arbitrators at which all parties are afforded a 
 reasonable opportunity to be 
 present and to be heard. 
  

 -16- 








 Unless the time is extended by a majority of the arbitrators, they shall submit 
 their 
 determination in writing within sixty (60) days after the third
arbitrator is 
 selected, or if only one 
 arbitrator is acting,
within sixty (60) days after the single arbitrator becomes 
 empowered to act alone. 
 If there are three arbitrators selected, as provided above, an award in writing 
 signed by any two of 
 them shall be final, conclusive and binding upon the parties. Any award made 
 pursuant to arbitration 
 may be entered as a judgment by any court of competent jurisdiction upon the 
 application of any 
 party to said arbitration. 
 18.3 Alternating Venues. If arbitration is required to resolve any disputes 
 between 
 the parties arising under or out of this Agreement, the proceedings to resolve 
 the first such dispute 
 shall be held in Tampa, Florida, the proceedings to
resolve the second such 
 dispute shall be held in 
 Washington,
D.C., and the proceedings to resolve any subsequent disputes shall 
 alternate between 
 Tampa, Florida and Washington, D.C. 
 18.4 Costs and Legal Fees. Each party shall bear its own costs and expenses of

 arbitration, except that the fees, costs and expenses of the arbitrator(s) shall 
 be equally divided. 
 However, upon application by either party, the arbitrator(s) may award any or 
 all of the total costs 
 and expenses of arbitration, including legal fees, to
one party or may apportion 
 them between the 
 parties.

 19.0 MasterCard/VISA Requirements. 
 19.1 Use of Trademarks.

 19.1.1 Certegy shall not use any of the MasterCard trademarks and/or VISA 
 Card Program Marks (collectively referred to hereafter as “Marks”) unless a 
 Financial Institution is 

prominently identified by name and city adjacent to such Marks. No such material 
 may identify 
 Certegy unless Certegy is prominently identified as an agent or representative 
 of a Financial 
 Institution. 
 19.1.2 Certegy shall have no authority to permit use of the Marks by any of 
 Certegy’s agents. 
 19.1.3 Certegy shall indemnify and hold harmless VISA, Bancard and 
 Financial Institutions from any liability, loss, damage or expense of any kind 
 including reasonable 
 attorneys’ fees, resulting from any failure by Certegy to comply with all 
 applicable VISA Bylaws and 
 rules and any regulations, procedures or
guidelines, as amended from time to 
 time, including the 
 requirements of this section 19.0. 
 19.2 Solicitation Material. Any solicitation material used by Certegy shall 
 disclose 
 that the subsequent cardholder and/or merchant agreements are
between the 
 Financial Institution and 
 the individual
cardholder and/or merchant. 
  

 -17- 








 19.3 MasterCard Member Service Provider Requirements. 
 19.3.1 Certegy agrees to fully comply with all applicable MasterCard Bylaws 
 and Rules and any operational regulations,
procedures or guidelines 
 (collectively referred to hereafter 
 as “Rules”) established from time to time by MasterCard. 
 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 will indemnify and hold harmless MasterCard, Bancard and 
 Financial Institutions from any liability, loss, damage or expense of any
kind, 
 including reasonable 
 attorneys’ fees, resulting
from any failure by Certegy to comply with the Rules, 
 as amended from 
 time to time, including the requirements of this section 19.0. 
 19.3.4 Certegy shall disclose to Bancard the identity and location of all of its

 sales locations and any other MSP or independent party performing part or all of 
 the services Certegy 
 is contracting with Bancard to provide. 
 19.3.5 In the event of any inconsistency between any provisions of this 
 section 19.0 and the Rules, the Rules in each
instance shall apply. 
 19.3.6 In addition to the provisions of sections 4.1 and 4.2 above, this 
 Agreement may be terminated by Bancard in the event of a material breach by 
 Certegy of the Rules 
 applicable to the Program Services provided by Certegy, and is terminated 
 automatically in the event 
 of termination of Bancard’s applicable
MasterCard license and/or its membership 
 in MasterCard. 
 19.4
Certegy will provide the Member Bulletins and other materials and services 
 to Financial Institutions required by VISA (Group Membership) and MasterCard.

 20.0 Further Renewal of Agreement. 
 20.1 Negotiation of
Renewal; Notice of Non-renewal. On or before March 31, 
 2007, Certegy and Bancard shall commence good faith negotiations with each other 
 regarding the 
 terms of a renewal of this Agreement. In the event Bancard
determines not to 
 renew this Agreement, 
 Bancard shall provide
written notice thereof to Certegy on or before September 
 30, 2007. If this 
 Agreement is not renewed and expires by its own terms, then the applicable 
 provisions of sections 
 20.2 and 20.3 below shall apply. 
 20.2 Non-renewal for Failure to Comply with
Standards Provisions. If Bancard 
 does not renew this Agreement because of Certegy’s failure to cure a Material 
 Failure in accordance 
 with the requirements of section 9.0 of this Agreement
as evidenced by Certegy’s reports thereon, 
 subject to Bancard’s inspection and audit (“Certegy Failure to Cure”), Certegy 

agrees that through 
 March 31, 2009, Certegy, its subsidiaries and
affiliates, on their own behalf or 
 as program 
 administrators
for FIBA, shall not, directly or indirectly, engage in Prohibited 
 Solicitation (as defined 
 in section 4.8 of this Agreement) of Financial Institutions as customers of 
 Certegy, its subsidiaries, 
  

 -18- 








 affiliates or as members of FIBA, or as customers of any other entity which is a 
 customer of Certegy, 
 its subsidiaries, affiliates or FIBA, without the prior
written approval of 
 Bancard; provided, however, 
 that nothing
herein shall restrict (i) Certegy’s right to do business with 
 entities which are competitors 
 of Bancard; and (ii) such competitors’ rights to solicit Financial Institutions 
 as customers. 
 20.3 Non-renewal for Other Reasons. If Bancard does not renew this Agreement 
 because of reasons other than a Certegy Failure to Cure, then Bancard shall not 
 enter into a 
 processing agreement with any other company without having first made an offer 
 to Certegy to enter 
 into an agreement on the same or better terms and
conditions as such other 
 company is offering to 
 Bancard (the
“Competitive Bid”). “Competitive Bid” shall mean each and every 
 provision of the 
 proposed agreement by the other company. The Competitive Bid shall be given to 
 Certegy in writing 
 with a copy of the terms and conditions such other company (which shall be 
 named) is offering; 
 provided, however, that such other company need not be
named if such other 
 company desires, or 
 is obligated under
applicable securities laws and regulations, to keep its 
 identity confidential. Within 
 fifteen (15) days after receipt of the Competitive Bid from Bancard, Certegy 
 may, at its option, elect 
 to accept Bancard’s offer and enter into an agreement with Bancard or may offer 
 Bancard other terms 
 and conditions (“Counter-Proposal”) than those contained in the Competitive Bid 
 and, within fifteen 
 (15) days after receipt of the Counter-Proposal, Bancard
may elect to enter into 
 an agreement with 
 Certegy. If the
offer is not accepted by Certegy or if Certegy’s Counter- 
 Proposal is not accepted by 
 Bancard, (i) Bancard may enter into an agreement with such other company in 
 strict accordance with 
 the Competitive Bid, and (ii) for the twelve (12) month period following the 
 expiration and nonrenewal 
 of the Agreement, Certegy, its subsidiaries and affiliates and FIBA, shall not, 
 directly or 
 indirectly, engage in Prohibited Solicitation (as defined in
section 4.8 above) 
 of Financial Institutions 
 as customers of
Certegy, its subsidiaries, affiliates or FIBA, or as customers 
 of any other entity which 
 is a customer of Certegy, its subsidiaries, affiliates or FIBA, without the 
 prior written approval of 
 Bancard; provided, however, that nothing herein shall restrict (i) Certegy’s 
 right to do business with 
 entities which are competitors of Bancard, and (ii) such competitors’ rights to 
 solicit Financial 
 Institutions as customers. 
 20.4 Non-renewal Letter to Financial Institutions. If this Agreement is not 
 renewed in accordance with section 20.2 or 20.3 hereof, then within fourteen 
 (14) days after either 
 (i) the date notice of non-renewal is given by Bancard in accordance with 
 section 20.2, or (ii) the 
 earlier of the date Certegy notifies Bancard that it does not accept Bancard’s 
 offer or the expiration 
 of the fifteen (15) day period described in section
20.3, whichever is 
 applicable, Bancard shall send 
 to each
Financial Institution via first class U.S. mail a letter in the form 
 attached hereto as Exhibit 3. 
 20.5 No Effect on Other Certegy Services. Notwithstanding the provisions of 
 sections 4.8, 20.2 and 20.3 or any other provision of this Agreement to the 
 contrary, a “Prohibited 
 Solicitation” shall not include, and no Certegy company shall be prohibited 
 from, marketing and 
 providing services other than VISA or MasterCard credit, debit or merchant 
 processing or related 
 enhancement services. A “Prohibited
Solicitation” also shall not include the 
 E-Banking Services or 
 any other services provided by Certegy E-Banking. 
 21.0 Disposal of Records. Upon expiration or earlier termination of this 
 Agreement, 
 Certegy will dispose of the information and records pertaining to
Bancard, 
 Financial Institutions and 
  

 -19- 








 Financial Institutions’ customers in any manner Certegy deems appropriate 
 consistent with applicable 
 VISA and/or MasterCard and federal government
agencies’ regulations, unless 
 Bancard, prior to such 
 expiration or termination, furnishes to Certegy written instructions for the 
 disposition of such 
 information and records at Bancard’s expense. 
 22.0 Falcon Services.
Certegy is party to an agreement with HNC Software, Inc. 
 (“HNC”), 
 in which Certegy has the right to offer HNC’s proprietary transaction account 
 fraud detection 
 systems, commercially known as FalconTM and Falcon DebitTM (collectively, 
 “Falcon”). Bancard 
 hereby engages Certegy to provide the Falcon services (“Falcon Services”) to all 
 Financial 
 Institutions receiving the Credit Card Program Services. Bancard
shall require 
 all Financial 
 Institutions receiving the Credit
Card Program Services to utilize Falcon 
 through Certegy in 
 conjunction with such Services. Financial Institutions receiving the Debit Card 
 Program Services 
 may also choose to receive the Falcon Services under the terms of this 
 Agreement. 
 22.1. Falcon Fees. Bancard shall be responsible for either paying or for each 
 Financial Institution paying, to Certegy, the fees for the Falcon Services (the 
 “Falcon Fees”). 
 22.2. Responsibilities of Financial Institutions. As agent for each of the 
 Financial 
 Institutions, Bancard agrees as follows: 
 22.2.1 Each Financial Institution shall participate, via Certegy, in HNC’s 
 Fraud Control Consortium (the “Consortium”), a cooperative arrangement among 
 credit and debit 
 card issuers and HNC that permits HNC to collect and analyze data on credit and 
 debit card fraud 
 for the sole purpose of identifying fraud trends and fraudulent behavior. 
 Bancard authorizes Certegy 
 to provide to HNC information in its possession,
and Bancard shall provide to 
 Certegy or arrange 
 for Certegy
to receive, on a monthly basis, information from each Financial 
 Institution requested 
 from time to time by HNC, for use by HNC to update its fraud detection 
 algorithms. Bancard 
 understands and agrees that as a member of the Consortium making contributions 
 of data for use by 
 HNC, as requested by Certegy from time to time, is a requirement for use of 
 Falcon. All Financial 
 Institution data provided to the Consortium will be
subject to the 
 confidentiality provisions set forth 
 in
sections 11.0 and 22.8 of this Agreement. HNC and/or Certegy may make 
 modifications and 
 updates to Falcon, from time to time, in their sole discretion. 
 22.2.2 Each Financial Institution shall participate in
periodic confidential 
 surveys deemed necessary by Certegy to assess Falcon’s performance. Subject to 
 the confidentiality 
 provisions of this Agreement, Bancard, on behalf of
itself and all participating 
 Financial Institutions, 
 authorizes Certegy to provide to HNC any Financial Institution information 
 deemed reasonably 
 necessary by Certegy or HNC in connection with the operation of Falcon. 
 22.2.3 The parameters for operation of Falcon shall be determined from time 
 to time by Certegy and HNC, as applicable, in their sole discretion,
to attempt 
 to improve the 
 performance of Falcon. Examples of
such parameters include, without limitation, 
 minimum Falcon 
 scores required to trigger an inquiry, prerequisites to a card block decision 
 and/or initiation of contact 
 by Certegy with Financial Institutions or cardholders. 
  

 -20- 








 22.2.4 Bancard and each Financial Institution shall provide Certegy within 
 30 days of enrollment in Falcon, the names and corresponding valid telephone 
 numbers for all of its 
 cardholders, and authorize Certegy to contact those cardholders at any time for 
 the purpose of 
 confirming card transactions. On behalf of all such Financial
Institutions, 
 Bancard acknowledges 
 that neither it, nor
Certegy, will be able to contact Financial Institution’s 
 cardholders without valid 
 telephone numbers, and each Financial Institution must use its best efforts to 
 obtain and maintain 
 the current telephone number on all of the files for all of its cardholders, 
 upon request, and to assist 
 Certegy in contacting cardholders. Bancard authorizes Certegy to contact 
 Financial Institution 
 cardholders as may be deemed necessary by Certegy in
connection with the 
 operation of Falcon, as 
 well as to block
transactions on cards at any time, regardless of whether 
 Certegy has been able to 
 communicate with the cardholder or Financial Institution prior to such block, 
 all as contemplated 
 by the then current Falcon operating procedures. However, while Certegy will use 
 due care and 
 commercially reasonable efforts in performing those functions, it does not 
 guarantee that it will 
 always take those actions and shall not be deemed
responsible for failing to 
 take those actions. 
 Accordingly,
Bancard shall arrange for each Financial Institution to always 
 monitor its Falcon 
 service reports to determine, as the final decision maker, whether Financial 
 Institution should contact 
 the cardholder and/or block the account. 
 22.2.5 Bancard and each Financial
Institution shall comply with the 
 requirements of this section and the current Falcon operating procedures, and as 
 they may be from 
 time to time amended. 
 22.3 Certegy’s Responsibilities. 
 22.3.1 Certegy shall arrange for each
Financial Institution to have access to 
 the Falcon Services in connection with provision of the Program Services as 
 provided herein. 
 Certegy shall provide to Bancard and each Financial
Institution its then-current 
 copy of the Falcon 
 operating
procedures which shall include, but not be limited to: (i) the then- 
 current description of 
 Falcon; (ii) the operating hours of Certegy’s customer service center for 
 Falcon-related questions; 
 and (iii) procedures for Financial Institutions to utilize the Falcon service. 
 22.3.2 Within approximately 15 days following each Financial Institution’s 
 enrollment, Certegy will commence building that Financial
Institution’s 
 individual profile for each 
 “Open
Account”. The profiling period will take approximately 60 to 90 days (the 
 “Profiling 
 Period”). Upon completion of the Profiling Period, Certegy will provide Bancard 
 and the Financial 
 Institution with notice of the date that Falcon will become operational for that 
 Financial Institution 
 (for each Financial Institution separately, the
“Activation Date”). During the 
 profiling period for 
 each financial institution, prior to the Activation Date, potential fraudulent 
 activity will not be routed 
 to Certegy’s fraud analysts for review. Potential fraudulent activity from 
 financial institution’s 
 cardholders will be reviewed by Certegy only after the Activation Date for that 
 financial institution. 
 22.3.3 Certegy shall maintain a customer service
center to respond to 
 telephone calls from Bancard and Financial Institutions regarding the Falcon 
 service. 
  

 -21- 








 22.3.4 Upon receipt of a Falcon scored transaction that is deemed by 
 Certegy, in its sole discretion, as being questionable under Falcon, Certegy 
 will twice attempt to 
 contact the applicable Financial Institution’s cardholder within a 24 hour 
 period, as well as block 
 transactions on a card at any time, regardless of
whether Certegy has been able 
 to communicate with 
 the
cardholder or Financial Institution prior to such block, as contemplated by 
 the then current 
 Falcon operating procedures and subject to subsection 22.4 of this Agreement. 
 22.4. Disclaimer of Liability. Neither
Certegy, HNC nor Bancard shall be 
 responsible for any losses, damages, or liabilities of any kind or nature, 
 whether in contract, tort 
 (including negligence), strict liability or under
any other theory, incurred by 
 Financial Institutions, 
 their
agents, or any cardholders, caused by failures, inaccuracies or errors in 
 Falcon’s operation, 
 failure of Falcon to detect fraudulent transactions or other claims associated 
 with Falcon or the 
 functions and services provided by Certegy, Bancard, or HNC with respect to the 
 Falcon Services. 
 In no event shall Certegy, Bancard, or HNC be liable for
indirect, special, 
 incidental, or 
 consequential damages
including, but not limited to, lost profits incurred by 
 Financial Institutions, 
 their agents, or any cardholders in connection with the Falcon Services. 
 Financial Institutions shall 
 indemnify and hold Certegy, Bancard and HNC harmless from any liability of any 
 kind or nature, 
 fees (including reasonable attorneys’ fees) and expenses resulting, directly or 
 indirectly, from any 
 claim by Financial Institution cardholders based upon
the use of Falcon 
 Services. Certegy, for itself 
 and on behalf
of Bancard and HNC, disclaims all warranties with respect to the 
 Falcon Services 
 provided pursuant to this section, both express and implied including, but not 
 limited to, any implied 
 warranty of merchantability and warranty of fitness for a particular purpose. 
 The Falcon Services 
 are provided “as is” with no warranties or representations by any party. 
 22.5. Ownership of Computer Programs and Related Documentation; Disposal of 
 Records. All computer programs and related documentation used or supplied by 
 Certegy and/or 
 HNC to provide Bancard and Financial Institutions with access to Falcon are 
 subject to the 
 proprietary rights of Certegy and HNC respectively, as well as the 
 confidentiality provisions of this 
 Agreement. This section shall in no way be construed to grant any right, license

 or authorization to 
 Bancard or to any Financial Institution
to use the computer programs and/or 
 related documentation 
 used or supplied by Certegy or HNC for any purpose except as permitted herein. 
 22.7 Trademark Usage. Bancard, on its own behalf and as agent for
each Financial 
 Institution, shall not utilize trademarks of either Certegy or HNC (the “Marks”) 
 without first 
 receiving Certegy’s prior written consent and identifying
the Mark as owned by 
 Certegy or HNC, as 
 applicable.
HNC’s Marks include, without limitation, FalconTM, Falcon Debit TM, 
 Falcon Expert 
 Reason TM, ReporterTM and DeployNetTM. Bancard’s and Financial Institution’s use 
 of the Marks shall 

be in accordance with Certegy’s and HNC’s trademark usage policies in effect 
 from time to time, as 
 applicable. Nothing contained herein shall give Bancard or any Financial 
 Institution any interest in 
 any Marks. 
 22.8 Confidentiality of Falcon. Bancard, on behalf of itself and all Financial 
 Institutions, and Certegy, each agrees to hold in strictest confidence any 
 information and material 
 which is related to the other party’s business, software systems or information 
 and material which 
 is designated as proprietary and confidential herein or otherwise, by any party 
 in connection with the 
  

 -22- 








 Falcon Services. Such information shall be treated as Confidential Information. 
 Neither party nor 
 any Financial Institution shall use such Confidential
Information of the other 
 party other than for the 
 specific
purposes of the Falcon Service. Confidential Information shall also 
 include information 
 obtained by HNC directly from each Financial Institution, pursuant to Financial 
 Institution’s 
 participation in the Consortium, through Bancard, or otherwise. Each party’s 
 obligations of 
 confidentiality under this section shall survive the expiration or earlier 
 termination of this 
 Agreement. Without limiting the generality of the
foregoing, Certegy and 
 Bancard, for itself and 
 each Financial
Institution, agree: 
 (a) Not to disclose or permit any other person or entity access to any 
 Confidential Information, except that such disclosure or access shall be 
 permitted to any employee, 
 agent, representative or independent contractor of such party requiring access 
 to the same in the 
 course of his or her employment or services to the extent reasonably required to 
 carry out the 
 purposes of the Falcon Service; 
 (b) To ensure that its employees, agents, representatives, and independent 
 contractors who are given access to any Confidential Information of the other 
 party are advised of 
 the confidential nature of such information and are precluded from taking any 
 action prohibited 
 under section 11.0 herein; 
 (c) Not
to alter or remove any identification, copyright or proprietary 
 rights notice which indicates the ownership of any part of any Confidential 
 Information of another 
 party; 
 (d) To notify the other party promptly and in writing of the circumstances 
 surrounding any possession, use or knowledge of any Confidential Information 
 of the other party by 
 any person or entity other than those authorized by this Agreement; and 
 For
purposes of this section 22.8 only, the term “Certegy” shall include both 
 Certegy and HNC. 
 Certegy represents and warrants to Bancard that, by the terms of its agreement 
 with HNC, HNC is 
 subject to the confidentiality obligations set forth in this section 22.8. 
 22.9. Use of Falcon; Termination of Falcon Use. Bancard shall require each 
 credit 
 card issuing Financial Institution to use Falcon during the Renewal Term(s) of 
 this Agreement. 
 Certegy may terminate the Falcon Services and Financial
Institutions’ use of 
 Falcon if Certegy’s 
 agreement
with HNC is terminated for any reason, by providing written notice to 
 Bancard and each 
 Financial Institution utilizing Falcon under this Agreement. In such event, 
 Certegy will use its best 
 efforts to replace the Falcon Services with another provider on terms and 
 conditions satisfactory to 
 Bancard. 
 23.0 Special
Programming. 
 23.1 During the Renewal Term, Certegy shall make programming time available 
 to Bancard, at a maximum rate of 1,500 hours per year, cumulative to a maximum 
 of 4,000 hours, 
 to implement additional system features and functions (the “Modifications”) to 
 the Program Services 
  

 -23- 








 provided by Certegy to Financial Institutions. Certegy’s duties under this 
 section shall terminate in 
 the event Bancard provides notice of nonrenewal
pursuant to section 20.1. 
 23.2 Within 30 days after receiving written notice from Bancard requesting a 
 Modification (the “Modification Request”), Certegy will provide written notice 
 to Bancard regarding 
 whether or not the Modification can be made. Any Modification Request should 
 include a written 
 description of the proposed Modification. 
 23.3 Certegy expressly reserves the right to assign any Modification for 
 completion 
 to the appropriate skill required. 
 23.4
No right, title, license or other interest is conveyed to Bancard as a 
 result of 
 or in the Modifications. The exclusive right of ownership, including industrial 
 ownership and 
 literary and artistic ownership, relating to the Certegy system and any 
 Modification is, and shall 
 remain, the exclusive property of Certegy. To the extent that Bancard may, under 
 applicable law, 
 be entitled to claim an ownership interest in the
Modifications, Bancard 
 assigns, transfers, grants, 
 conveys,
and relinquishes exclusively to Certegy, without the necessity of 
 further consideration, all 
 of its right, title and interest in the Modifications. 
 24.0 Users Group Meetings. Certegy will support and help fund up to
five (5) 
 state/regional Bancard Users group meetings each calendar year. This includes 
 Certegy’s 
 commitment to the current number of sessions and includes the cost of the 
 meeting rooms, meals, 
 AV equipment and other hotel expenses. Certegy will
continue to host the 
 Merchant Focus Group 
 and the Bankers
Banks meetings in St. Petersburg and reimburse for one person 
 per institution for 
 two nights of hotel expense. Certegy will continue to supply trainers for the 
 seminars and will 
 provide a Relations representative when available or when there are at least 15 
 Financial Institutions 
 in attendance. 
 25.0 Financial
Institution Benefit Association. Bancard agrees that it shall 
 sign a Financial 
 Institution Benefit Association, Inc. (“FIBA”) Membership Agreement in the form 
 attached hereto 
 as Exhibit 3, on behalf of itself and the Financial Institutions. Bancard agrees 
 to require that each 
 Financial Institution be bound by the terms of the FIBA Membership Agreement and 
 that each shall 
 be a Sponsoring Member of FIBA as that term is defined in
the FIBA Membership 
 Agreement. Each 
 Financial Institution, as
a Sponsoring Member of FIBA, can make available to its 
 customers any of 
 the benefits of FIBA membership by signing individual FIBA Riders to the FIBA 
 Membership 
 Agreement. 
 26.0 Legal Compliance and Indemnification. 
 26.1 Sample Forms. As a convenience to Bancard and the Financial Institutions 
 which issue VISA or MasterCard credit cards, Certegy shall provide to Bancard 
 for the Financial 
 Institutions samples of (i) applicable terms and conditions of credit card 
 issuance and use; and (ii) 
 required federal Truth-In-Lending disclosures. All sample forms are provided 
 with no express or 
 implied representation or warranty as to their compliance
with applicable state 
 or federal law or 
  

 -24- 








 appropriateness for use by Financial Institutions, and Financial Institutions 
 shall have the 
 responsibility for overall approval of such materials.

 26.2 Financial Institution Responsibility. Bancard will require that each 
 Financial 
 Institution is responsible for its compliance with all laws, rules and 
 regulations applicable to their 
 performance of operations of its VISA and/or
MasterCard program including, 
 without limitation, 
 usury laws,
the Truth-In-Lending, Fair Credit Billing, Fair Credit Reporting, 
 Equal Credit 
 Opportunity, and Electronic Funds Transfer Acts, and all rules and regulations 
 promulgated 
 thereunder, and all applicable state laws and regulations. Each party shall 
 cooperate and shall use 
 its best efforts to facilitate Financial Institutions’ compliance. 
 26.3 Indemnification by Bancard. Bancard agrees to defend, indemnify and hold 
 harmless Certegy, its affiliates, subsidiaries, successors and assigns, and its 
 and their stockholders, 
 officers, directors, employees and agents, and to require all Financial 
 Institutions to defend, 
 indemnify and hold Certegy harmless from and against all liabilities, claims, 
 damages, losses or 
 expenses, including attorneys’ fees, which arise out
of, or in connection with, 
 any failure of Bancard 
 or the
Financial Institutions, as the case may be, to comply with all applicable 
 laws, rules and 
 regulations including, without limitation, all disclosures and other 
 requirements under the federal 
 Truth-In-Lending Act, which indemnity shall be effective regardless of whether a 
 Financial 
 Institution uses any forms or other materials supplied by Certegy; provided, 
 however, that Bancard 
 and the Financial Institutions shall have no liability
for negligent acts or 
 omissions by Certegy, its 
 employees,
agents or representatives. 
 26.4 Indemnification by Financial Institution. Bancard shall require each 
 Financial 
 Institution to defend, indemnify and hold both Bancard and Certegy
harmless from 
 and against any 
 and all liabilities, claims,
damages, losses or expenses, including attorneys’ 
 fees, which arise out of 
 or in connection with, the transfer of any data or the performance of any 
 vendor, as contemplated by 
 section 3.2 of this Agreement. Notwithstanding anything to the contrary in this 
 section 26.0, each 
 Financial Institution shall be solely responsible for providing any and all 
 required debit card 
 disclosures and forms to its customers. Each Financial
Institution shall be 
 solely responsible for 
 compliance with
all applicable laws, rules, and regulations applicable to all 
 aspects of the operations 
 of its VISA debit card programs, regardless of whether Financial Institution 
 uses any forms or other 
 materials supplied by Certegy. 
 26.5 Indemnification by Certegy. Certegy
agrees to defend, indemnify and hold 
 harmless Bancard, its affiliates, subsidiaries, successors and assigns and its 
 and their stockholders, 
 officers, directors, employees and agents from and
against all liabilities, 
 claims, damages, losses, 
 expenses
and fees, including attorneys’ fees, which arise out of or in 
 connection with any failure of 
 Certegy to comply with all laws, rules and regulations applicable to it pursuant 
 to the provisions of 
 this Agreement or the standards established by Visa and MasterCard, including 
 the transfer of data 
 as contemplated by section 3.2 of this Agreement.

 26.6 Limitation on Indemnities. Indemnities under this section 26.0 shall be in 
 addition to any right of indemnification or other rights or remedies which any 
 party may otherwise 
 have under this Agreement or applicable law. 
  

 -25- 








 27.0 Limitations on Damages. In any action by one of the parties against the 
 other arising 
 from performance, or the failure of performance, or in
connection with the 
 indemnity provisions of 
 this Agreement,
damages, liabilities, costs, losses, expenses, claims and fees 
 will be limited to direct 
 money damages, losses, expenses, costs, fees, including attorneys’ fees, and 
 statutory penalties, if 
 any imposed, in an amount not to exceed such amount actually incurred by the 
 party. In no case will 
 one party be responsible to another for special, incidental, consequential or 
 exemplary damages, 
 except as a result of a willful breach of this Agreement.

 28.0 Distribution to Financial Institutions. Within thirty (30) days after the 
 execution of 
 this Agreement by both parties, Bancard shall distribute copies of this 
 Agreement to all Financial 
 Institutions by certified mail or by courier, and
shall obtain a receipt for 
 each delivery, and shall 
 advise
each that (a) this Agreement supersedes the 1994 Renewal Agreement, as 
 amended, (b) each 
 of them is bound by the relevant provisions of this Agreement in accordance with 
 section 2 of their 
 Financial Services Agreement with Bancard, and (c) the term of their Financial 
 Services Agreement 
 remains concurrent with the Renewal Term. 
 29.0 Agent Bank Agreements. Bancard shall require each Financial Institution 
 that enters 
 into agreements with other financial institutions (“Agent Banks”) whereby, among 
 other things, the 
 Agent Bank shall agree to (a) make Financial Institution’s VISA and/or 
 MasterCard card available 
 to its customers and/or (b) enroll merchants in
Financial Institution’s merchant 
 program, to be a party 
 to a written agreement with Bancard (“Agent Bank Agreement”). Bancard shall 
 require that each 
 Agent Bank be a party to an Agent Bank Agreement. The Agent Bank Agreement shall 
 require that 
 the Financial Institution obtain the signature of each Agent Bank as a party to 
 that Agreement prior 
 to commencement of services to that Agent Bank. The
Agent Bank Agreement also 
 shall provide that 
 the Financial
Institution is, and shall remain, fully responsible for the 
 selection, monitoring and 
 financial responsibility of the Agent Banks and for their compliance with the 
 terms of the Financial 
 Services Agreement and this Agreement, as applicable, in the same manner and to 
 the same extent 
 as Financial Institution. The Agent Bank Agreement also shall contain the 
 agreement of each Agent 
 Bank that shall enroll merchants in Financial
Institution’s merchant program to 
 indemnify and hold 
 harmless Certegy [under language comparable to that in section 8.4 above] with 
 respect to Sales 
 Drafts which arise from transactions from merchants enrolled by Agent Bank in 
 Financial 
 Institution’s merchant program. 
 30.0
Guarantees of Certegy Inc. The Guarantee and Indemnity of Certegy Inc., 
 currently 
 in effect, which guarantees the full and faithful performance by Certegy of all 
 its obligations under 
 the 1994 Renewal Service Agreement which result from, or arise out of, employee 
 dishonesty, and 
 indemnifies Bancard and Financial Institutions against liability, loss or damage 
 resulting therefrom, 
 shall remain in full force and effect in accordance
with its terms. 
 31.0 No Waiver. No action taken pursuant to this Agreement by either party shall 
 be 
 deemed to constitute a waiver of compliance with any representation,
warranty, 
 covenant, obligation 
 or agreement contained in this
Agreement, and shall not operate or be construed 
 as a waiver of any 
 subsequent breach, whether of a similar or dissimilar nature. 
  

 -26- 








 32.0 Force Majeure. In the event Certegy is unable to timely perform its 
 obligations 
 hereunder due to causes that are beyond its control, including
without 
 limitation, strikes, riots, 
 earthquakes, epidemics,
war, fire, or any other catastrophe rendering its data 
 processing center 
 wholly or partially inoperable, Certegy shall not be liable for any loss or 
 damage which results to 
 Bancard, Financial Institutions or their customers. 
 33.0 Governing Law. This
Agreement shall be governed by and construed in 
 accordance 
 with the laws of the State of Florida. 
 34.0 Entire Agreement; Construction. This Agreement constitutes the entire 
 understanding and agreement of the parties with respect to the subject matter of 
 this Agreement, and 
 any and all other prior agreements, understandings, or representations are 
 hereby terminated and 
 cancelled in their entirety and are of no further
force and effect. This 
 Agreement shall not be 
 construed more
strongly against either party regardless of which is more 
 responsible for its 
 preparation. 
 35.0 Modification or Amendments. Except as otherwise provided for herein, no 
 amendment or modification of this Agreement shall be valid unless in writing and 
 signed by all of 
 the parties hereto. 
 36.0
Assignment. Bancard may freely assign its rights and obligations hereunder 
 to any 
 organization which is majority owned directly or indirectly by the Independent 
 Community Bankers 
 of America. Upon any such intended assignment, Bancard shall provide Certegy 
 with advance 
 notice. In no event shall such an assignment or transfer be deemed a termination 
 for purposes of 
 section 4.0 hereof. Otherwise, neither Certegy nor Bancard
may assign its rights 
 or obligations 
 hereunder without the
prior written consent of the other, which consent shall 
 not be unreasonably 
 withheld. Any unauthorized assignment shall be void. 
 37.0 Notices. Any and all notices, demands or other communications
required or 
 desired 
 to be given hereunder by any party shall
be in writing and shall be validly 
 given or made to another 
 party if served either personally or if deposited in the United States mail, 
 certified or registered, 
 postage prepaid, return receipt requested. If such notice, demand or other 
 communication be served 
 personally, service shall be conclusively deemed made at the time of such 
 personal service. If such 
 notice, demand or other communication be given by
mail, such shall be 
 conclusively deemed given 
 forty-eight
(48) hours after the deposit thereof in the United States mail 
 addressed to the party to 
 whom such notice, demand, or other communication is to be given as hereinafter 
 set forth: 
 To Certegy: Certegy Card Services, Inc. 
 11720 Amberpark Drive 
 Alpharetta, GA 30004 
 Attention: Lee A. Kennedy 
 President and CEO 
  

 -27- 








 With a Copy To: 
 To Bancard:

 With a Copy To: 
 38.0. Attorneys’ Fees. In the event any
action be instituted by a party to 
 enforce any of the 
 terms
and provisions contained herein, the prevailing party in such action shall be 
 entitled to such 
 reasonable attorneys’ fees, costs and expenses as may be fixed by the Court. 
 39.0. Captions. The section captions in this Agreement are for convenience only 
 and shall 
 not bear on the interpretation of the terms of this Agreement. 
 IN WITNESS
WHEREOF, the parties hereto have executed this 2003 Renewal Service 
 Agreement as of the Effective Date. 
 ICBA BANCARD, INC., 
 a Delaware corporation 
 By: /s/ Linda F. Echard 
 Linda F. Echard, 
 President and CEO 
 Certegy Law Department 
 11601 Roosevelt Blvd. TA-41 
 St. Petersburg, FL 33716-2202 
 Attention: Norman E. Gamble 
 ICBA Bancard, Inc. 
 Suite 400 
 2107 Wilson Boulevard 
 Arlington, VA 22201 
 Attention: Linda F. Echard 
 President 
 Powell, Goldstein, Frazer & Murphy LLP 
 1001 Pennsylvania Avenue, N.W. 
 Washington, D.C. 20004 
 Attention: Leonard J. Rubin, Esq. 
 CERTEGY CARD SERVICES, INC., 

a Florida corporation 
 By: /s/ Lee Kennedy 
 Lee A. Kennedy, 
 President and CEO 
  

 -28-