Exhibit

10.26




 




 




AGREEMENT




 




between




 




FISERV SOLUTIONS,

INC.




Pittsburgh Center




912 Fort Duquesne

Boulevard




Pittsburgh, PA

15222




 




and




 




CompassBank




One Compass Place




New Bedford, MA

02740




 




 




July 24 2002




 




 




Proprietary and

Confidential




 




 









 




 




[***] = Omitted

information is filed separately with the Securities and Exchange Commission

pursuant to a confidential treatment request.




 





























 




AGREEMENT

dated as of July 24, 2002 (“Agreement”) between Fiserv Solutions, Inc., a

Wisconsin corporation d/b/a Fiserv, at its Pittsburgh Center with an address of

912 Fort Duquesne Boulevard, Pittsburgh, PA 15222 (“Fiserv”), and CompassBank,

at its principal address of One Compass Place, New Bedford, MA  02740 (“Client”).




 




Fiserv and Client hereby agree as follows:




 




1.                                       Term.  The term of this Agreement shall be [***] years.  Notice of non-renewal shall be provided by either party at least

360 days (Notice Date) prior to expiration of the term. Fiserv will notify

Client prior to 360 days of the impending Notice Date.  This Agreement shall commence on the day the

Fiserv Services (as hereinafter defined) are first used by Client.




 




2.                                       Services.




 




(a)                                  Services

Generally.  Fiserv, itself and

through its affiliates, agrees to provide Client, and Client agrees to obtain

from Fiserv the services (“Services”) and products (“Products”) (collectively

“Fiserv Services”) described in the attached Exhibits and that are marked with

an “X” below:




 




	

  ý


  	

  Exhibit A - Account Processing Services


  
	

  o


  	

  Exhibit B - Item Processing Services


  
	

  o


  	

  Exhibit C - EFT Services


  
	

  ý


  	

  Exhibit D - Mortgage Processing Services


  
	

  ý


  	

  Exhibit E - Equipment and Telecommunications


  
	

  ý


  	

  Exhibit F - Software Products


  
	

  ý


  	

  Exhibit G - Custom Development


  
	

  ý


  	

  Exhibit H - Remote Banking Services


  
	

  o


  	

  Exhibit I - Additional Fiserv Services


  





 




The Exhibits set forth specific terms and conditions

applicable to the Services and/or Products, and where applicable, the Fiserv

affiliate performing the Services and/or Products.  Only Exhibits marked with an “X” shall be provided with this

Agreement.  Client may select additional

listed Fiserv Services not marked with an “X” above by executing with Fiserv an

additional appropriate Exhibit.  Client

may also select additional services (“Additional Services”) and products

(“Additional Products”) (collectively “Additional Fiserv Services”) not listed

above from time to time by completing with Fiserv an Exhibit I-n to this

Agreement.




 




(b)                                 Conversion

Services.  Upon mutual agreement by

the parties and upon payment of a Conversion Services fee as quoted by Fiserv,

Fiserv will convert applicable Client data files to the Fiserv Services.  Those activities designed to transfer the

processing of Client’s data from its present servicer to the Fiserv Services

are referred to as “Conversion Services”. 

Client agrees to cooperate with Fiserv in connection with Fiserv’s

provision of Conversion Services and to provide all necessary information and

assistance in order to convert the Client data files.




 




(c)                                  Training

Services.  Fiserv shall provide

training, training aids, user manuals, and other documentation for Client’s use

to enable Client personnel to become familiar with the Fiserv Services.  If requested by Client, classroom training

in the use and operation of the Fiserv Services will be provided at a training

facility designated by Fiserv.  Standard

Fiserv training relative to Conversion Services shall be included in the

Conversion Services fee.  All other

training fees shall be quoted by Fiserv. 

All such training aids and manuals remain the property of Fiserv.




 




(d)                                 Network

Support Services.  At Client’s

request, Fiserv shall provide Network Support Services (“Network Support

Services”) consisting of design, installation coordination, continuous

proactive communication line monitoring and diagnostic systems, and support

personnel to discover, diagnose, repair, or report line problems to the

appropriate telephone company.




 




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3.             Fees for Fiserv

Services.




 




(a)                                  General.  Client agrees to pay Fiserv the fees for the

Fiserv Services specified in the Exhibits. 

Fiserv shall not increase the fees presented in Exhibit A and identified

as Variable “V” for the term of the Agreement. 

Upon prior notification to Client, Fiserv may increase its fixed fees in

excess of amounts listed in the Exhibits in the event that Fiserv implements

major system enhancements to comply with changes in law, government regulation,

or industry practices.  The cost of the

enhancement will be recovered through a proportional increase in fixed fees

across the Fiserv client base. 

Processing fees shall be those host processing based fees for Services

specifically excluding, but not limited to, out-of-pocket, pass-through,

software licensing and equipment sale fees. 

Unless expressly provided to the contrary in this Agreement, any fees

herein do not include reasonable out-of-pocket expenses for any service or

product requested by and provided to the Client.




 




(b)                                 CPI

Adjustment.  Except as otherwise

specified herein or in Exhibit A, Fiserv reserves the right to increase fees by

the annual change in the U.S. Department of Labor Consumer Price Index

(Consumer Price Index for All Urban Consumers (CPI-U): U. S. City

Average).  Fiserv shall use the change

in the published index for the previous twelve months to compute the percentage

increase in computing the fee for the next twelve months.  The increase will not exceed [***] or the actual percentage increase in

the CPI, whichever is less.




 




(c)                                  Additional

Charges.  Fees for pass-through

expenses, such as telephone, microfiche, courier, and other similar charges

incurred by Fiserv on Client’s behalf shall be billed to Client at cost plus

the applicable Fiserv service fee, such fee shall not exceed [***]. 

Fiserv shall charge a Service fee only with mutual agreement of

Client.  Such pass-through expenses may

be changed from time to time upon notification of a fee change from a

vendor/provider.




 




(d)                                 Taxes.  Fiserv shall add to each invoice, and Client

shall pay, any sales, use, excise, value added, and other taxes and duties

however designated that are levied by any taxing authority relating to the

Fiserv Services.  All such taxes

collected by Fiserv shall be promptly remitted to the appropriate taxing

authorities. In the event that Client wishes to challenge the applicability of

any such tax or seek an abatement or rebate of amounts previously paid, Fiserv

shall furnish Client with such assistance as Client may reasonably

request.”   In no event shall Client be

responsible for taxes based upon the net income of Fiserv.




 




(e)                                  Exclusions.  The charges and fees set forth in the

Exhibits do not include, and Client shall be responsible for, furnishing

transportation or transmission of information between the Fiserv data center,

Client’s site or sites, and any applicable clearing house, regulatory agency,

or Federal Reserve Bank.




 




(f)                                    Network

Support Services.  Network Support

Services shall be rendered from Fiserv premises.  Off-premise support will be provided upon Client’s request on an

as available basis at the then-current Fiserv time and materials rates, plus

reasonable travel and living expenses.




 




(g)                                 Payment

Terms.  Fees for Fiserv Services are

due and payable via ACH draft.  The

invoice shall be mailed by the 10th day of each month to be received

by Client no later than the 15th day of each month and will contain:




 




(i)                                     all

fixed fees for the current month applicable to each Service and/or Product;




 




(ii)                                  all

other fees calculable up to the date of invoice; and




 




(iii)                               sales

or other taxes thereon.




 




On the last business day prior to the end of each

month, Fiserv shall initiate a draft from a demand deposit account designated

by Client in the total amount due on all Fiserv invoices to Client produced

that month.  Client shall have 60 days

from the date of invoice to notify Fiserv of a disputed amount, and Fiserv

shall have 30 days from receipt of such notification to provide a

response.  In the event that the parties

ultimately agree that a credit is due to Client, such credit shall also include

payment of interest to Client, at the then current prime interest rate, for the

period between the date of the credit and the date the amount was originally

debited.  In the event that there is [***] (i.e., a billing error of more than [***] of the invoiced amount) and such

error is identified before the last business day of the month, Client shall

notify Fiserv of the error and [***]

claimed to be invoiced in error.




 




4.             Access to Fiserv

Services.




 




(a)                                  Procedures.  Client agrees to comply with any regulatory

requirements applicable to Client and with reasonable operating and access

procedures for use of the Services established by Fiserv and furnished from

time to time to Client.




 




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(b)                                 Changes.  Fiserv continually reviews and modifies the

Fiserv systems used in the delivery of the Services (“Fiserv System”) to

improve service and to assist the Client with its compliance with government

regulations, if any, applicable to the data and information utilized in

providing Services.  Fiserv reserves the

right to make changes in the Services, including but not limited to operating

procedures, type of equipment or software resident at, and the location of

Fiserv’s service center(s).  Fiserv will

notify Client of any material change that affects Client’s normal operating

procedures, reporting, or service costs prior to implementation of such change

at least 60 days prior to any such change.




 




(c)                                  Communications

Lines and Related Equipment.  Fiserv

shall order, on Client’s behalf, the installation of appropriate data communication

lines and communications equipment at the Fiserv data center to facilitate

Client’s access to the Fiserv Services. 

Client understands and agrees to pay such charges relating to the

installation and use of data communications lines and communications

equipment.  Except to the extent Fiserv

shall provide Network Support Services to Client, Fiserv shall not be

responsible for the reliability or continued availability of the telephone

lines and/or communications equipment used to access the Fiserv Services.




 




(d)                                 Computer

Terminals and Related Equipment. 

Client shall obtain for its locations sufficient computer terminals and

other equipment, approved by Fiserv and compatible with the Fiserv Services, to

transmit and receive data between Client’s locations and the Fiserv data

center.  Fiserv and Client may mutually

agree to change the type of computer terminal and equipment used by Client.




 




5.             Client

Obligations.




 




(a)                                  Input.  Client shall be solely responsible for the

input, transmission, or delivery to and from Fiserv of all information and data

required by Fiserv to perform the Services unless Client has retained Fiserv to

handle such responsibilities.  The data

shall be provided in a format and manner approved by Fiserv.  Client will provide at its own expense or

procure from Fiserv all equipment, computer software, communication lines, and

interface devices required to access the Fiserv System.  If Client has elected to provide such items

itself, Fiserv reserves the right to charge Client its standard fee for

certification of such items resulting from such election if they are not

already certified as compatible with the Fiserv System.




 




(b)                                 Client

Personnel.  Client shall designate

appropriate Client personnel for training in the use of the Fiserv System,

shall supply Fiserv with reasonable access to Client’s site during normal

business hours for Conversion Services. 

Fiserv and Client personnel shall cooperate in their performance of

Services, including Conversion Services.




 




(c)                                  Use

of Fiserv System.  Client shall (i)

comply with any operating instructions on the use of the Fiserv System provided

by Fiserv, (ii) review all reports furnished by Fiserv for accuracy, and (iii)

work with Fiserv to reconcile any out of balance conditions.  Client shall determine and be responsible

for the authenticity and accuracy of all information and data submitted to

Fiserv.




 




(d)                                 Forms,

Supplies, Etc.  Client shall

furnish, or, if Fiserv agrees to so furnish, reimburse Fiserv for, any special

forms or supplies applicable to the provision of Services.




 




(e)                                  Upon

Termination or Expiration of Agreement. 

In the event that Client requests Fiserv to retain Client files upon

expiration or termination of this Agreement, Client shall be responsible to pay

the fees due under this Agreement until Fiserv has received written notice to

delete Client’s files from Fiserv’s host. 

This provision shall survive the termination or expiration of this

Agreement for any reason.




 




6.             Ownership and

Confidentiality.




 




(a)                                  Definition.




 




(i)                                     Client

Information.  “Client Information”

means:  (A) confidential plans, customer

lists, information, and other proprietary material of Client that is marked

with a restrictive legend, or if not so marked with such legend or is disclosed

orally, is identified as confidential at the time of disclosure (and written

confirmation thereof is promptly provided to Fiserv); and (B) any information

and data concerning the business and financial records of Client’s customers

prepared by or for Fiserv, or accessed or used in any way by Fiserv in

connection with the provision of Fiserv Services (whether or not any such

information is marked with a restrictive legend).




 




(ii)                                  Fiserv

Information. “Fiserv Information” means: 

(A) confidential plans, information, research, development, trade

secrets, business affairs (including that of any Fiserv client, supplier, or

affiliate), and other proprietary material of Fiserv that is marked with a

restrictive legend, or if not so marked with such legend or is disclosed

orally, is identified as confidential at the time of disclosure (and written

confirmation thereof is promptly provided to Client); and (B) Fiserv’s

proprietary computer programs,




 




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including custom software modifications,  and all data, code, techniques, algorithms,

methods, logic, architecture, and designs embodied or incorporated therein

(whether or not any such information is marked with a restrictive legend).  Fiserv software documentation and training

aids marked with a restrictive legend shall be considered as Fiserv Information

within the context of this Section 6.




 




(iii)                               Information.  “Information” means Client Information and

Fiserv Information.  No obligation of

confidentiality applies to any Information that the receiving party

(“Recipient”) (A) already possesses without obligation of confidentiality; (B)

develops independently; or (C) rightfully receives without obligation of

confidentiality from a third party.  No

obligation of confidentiality applies to any Information that is, or becomes,

publicly available without breach of this Agreement.




 




(b)                                 Obligations.  Recipient agrees to hold as confidential all

Information it receives from the disclosing party (“Discloser”).  All Information shall remain the property of

Discloser or its suppliers and licensors. 

Information will be returned to Discloser at the termination or

expiration of this Agreement.  Fiserv

specifically agrees that it will not use any nonpublic personal information

about Client’s customers in any manner prohibited by Title V of the

Gramm-Leach-Bliley Act.  Recipient will

use the same care and discretion to avoid disclosure of Information as it uses

with its own similar information that it does not wish disclosed, but in no

event less than a reasonable standard of care. 

Recipient may disclose Information to (i) employees and employees of

affiliates who have a need to know; and (ii) any other party, including

contractors and employees of those contractors who have a need to know, with

provided Recipient has received an executed non-disclosure agreement covering

such party.  Before disclosure to any of

the above parties, Recipient will have a written agreement with such party

sufficient to require that party to treat Information in accordance with this

Agreement.  Recipient may disclose

Information to the extent required by law. 

However, Recipient agrees to give Discloser prompt notice so that it may

seek a protective order.  The provisions

of this sub-section survive any termination or expiration of this Agreement.




 




(c)                                  Residuals.  Nothing contained in this Agreement shall

restrict Recipient from the use of any ideas, concepts, know-how, or techniques

contained in Information that are related to Recipient’s business activities

(“Residuals”), provided that in so doing, Recipient does not breach its

obligations under this Section. 

However, this does not give Recipient the right to disclose the

Residuals except as set forth elsewhere in this Agreement.




 




(d)                                 Fiserv

System.  The Fiserv System contains

information and computer software that is proprietary and confidential

information of Fiserv, its suppliers, and licensors.  Client agrees not to attempt to circumvent the devices employed

by Fiserv to prevent unauthorized access to the Fiserv System, including, but

not limited to, alterations, decompiling, disassembling, modifications, and

reverse engineering thereof.




 




(e)                                  Information

Security.  Fiserv shall implement

and maintain appropriate measures designed to meet the objectives and guideline

establishing standards for safeguarding non-public Client customer information

as adopted by any federal regulatory agencies having jurisdiction over Client’s

affairs.




 




(f)                                    Confidentiality

of this Agreement.  Fiserv and

Client agree to keep confidential the prices, terms and conditions of this

Agreement, without disclosure to third parties, except,  for disclosures as to which Client requests

and receives prior written consent from Fiserv.




 




7.             Regulatory

Agencies, Regulations and Legal Requirements.




 




(a)                                  Client

Files.  The records maintained and

produced for Client in the performance of this Agreement (“Client Files”) may

be subject to examination by such Federal, State, or other governmental

regulatory agencies as may have jurisdiction over the Client’s business to the

same extent as such records would be subject if they were maintained by Client

on its own premises.  Client agrees that

Fiserv is authorized to give, and Fiserv agrees to provide, all reports,

summaries, or information contained in or derived from the data in the possession

of Fiserv relating to Client when formally requested to do so by an authorized

regulatory or government agency.




 




(b)                                 Fiserv

Compliance with Regulatory Requirements. 

Fiserv shall maintain the Fiserv Services and make all necessary changes

to the Fiserv System and Fiserv Services to comply with all applicable federal,

state, and local regulations that relate to the Fiserv Services (the

“Applicable Laws”).  Client agrees to

notify Fiserv of changes in the Applicable Laws of which Client is aware.  Fiserv shall not charge Client for any work

necessary to comply with any federal Applicable Law, but may charge Client [***] of any costs to comply with state or

local Applicable Laws divided among any other Fiserv clients requesting such

work.  Fiserv may request Client

assistance regarding state and local Applicable Law interpretation and

associated Fiserv Systems and Services change design and/or testing from time

to time.  Such assistance shall be

provided by Client without charge to Fiserv.




 




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(c)                                  Client

Compliance with Regulatory Requirements. 

Client agrees to comply with applicable regulatory and legal

requirements including without limitation:




 




(i)                                     submitting

a copy of this Agreement to the appropriate regulatory agencies prior to the

date Services commence;




 




(ii)                                  providing

adequate notice to the appropriate regulatory agencies of the termination of

this Agreement or any material changes in Services;




 




(iii)                               retaining

records of its accounts as required by regulatory authorities;




 




(iv)                              obtaining

and maintaining, at its own expense, any Fidelity Bond required by any

regulatory or governmental agency; and




 




(v)                                 maintaining,

at its own expense, such casualty and business interruption insurance coverage

for loss of records from fire, disaster, or other causes, and taking such

precautions regarding the same, as may be required by regulatory authorities.




 




8.             Warranties.




 




(a)                                  Fiserv

Warranties.  Fiserv represents and

warrants that:




 




(i)                                     (A)

Fiserv will perform Client’s work accurately provided that Client supplies

accurate data and follows the procedures described in all Fiserv documentation,

notices, and advices which Fiserv has delivered to Client; and (B) Fiserv

personnel will exercise due care in the provision of Services.  In the event of a processing or

computational error caused by any Fiserv personnel, systems, or equipment,

Fiserv shall correct the error and/or reprocess the affected report at no

additional cost to Client and Client’s exclusive remedy for such error shall be

recomputation of affected accounts or items. 

Client agrees to supply Fiserv with a written request for correction of

the error within 7 days after Client’s receipt of the work containing the error.  Work reprocessed due to errors in data

supplied by Client, on Client’s behalf by a third party, or by Client’s failure

to follow procedures set forth by Fiserv and provided to Client shall be billed

to Client at the then current Fiserv time and material rates.




 




(ii)                                  It

owns or has a license to furnish all equipment or software comprising the

Fiserv System.  Fiserv shall indemnify

Client and hold it harmless against any claim or action that alleges that the

use of the Fiserv System infringes any patent, copyright, or other proprietary

right of a third party enforceable in the United States.  Client agrees to notify Fiserv promptly of

any such claim and grants to Fiserv the sole right to control the defense and

disposition of all such claims.  Client

shall provide Fiserv with reasonable cooperation and assistance in the defense

of any such claim.




 




THE WARRANTIES STATED ABOVE ARE LIMITED WARRANTIES AND

ARE THE ONLY WARRANTIES MADE BY FISERV. 

FISERV DOES NOT MAKE, AND CLIENT HEREBY EXPRESSLY WAIVES, ALL OTHER

WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A

PARTICULAR PURPOSE.  THE STATED EXPRESS

WARRANTIES ARE IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF FISERV FOR DAMAGES

ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF

FISERV SERVICES.




 




(b)                                 Client

Warranties.  Client represents and

warrants that: (A) no contractual obligations exist that would prevent Client

from entering into this Agreement; (B) it has complied, or prior to

commencement of services hereunder will comply, with all applicable regulatory

requirements; and (C) it has requisite authority to execute, deliver, and

perform this Agreement.  Client shall

indemnify and hold harmless Fiserv, its officers, directors, employees, and

affiliates against any claims or actions arising out of (1) the use by Client

of the Fiserv System in a manner other than that provided in this Agreement or

in the operating instructions supplied by Fiserv to Client and (2) any and all

claims by third parties through Client arising out of the performance and

non-performance of services by Fiserv, provided that the indemnity

listed in clause (2) hereof shall not preclude Client’s recovery of direct

damages pursuant to the terms and subject to the limitations of this Agreement.




 




9.             Limitation of

Liability.




 




(a)                                  General.  IN NO EVENT SHALL FISERV BE LIABLE FOR LOSS

OF GOODWILL, OR FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES

ARISING FROM CLIENT’S USE OF FISERV’S SERVICES, OR FISERV’S SUPPLY OF EQUIPMENT

OR SOFTWARE, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT OR IN

CONTRACT.  CLIENT MAY NOT ASSERT ANY

CLAIM AGAINST FISERV MORE THAN 2 YEARS AFTER SUCH CLAIM ACCRUED.  EXCEPT AS RELATES TO FISERV’S OBLIGATIONS

UNDER SECTIONS 6 OR 8(a)(ii), FISERV’S AGGREGATE LIABILITY FOR ANY AND ALL

CAUSES OF ACTION RELATING TO SERVICES SHALL BE LIMITED TO THE PROCESSING FEES

PAID BY CLIENT TO FISERV FOR THE SERVICES RESULTING IN SUCH LIABILITY IN THE [***]




 




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MONTH PERIOD PRECEDING THE DATE THE CLAIM

ACCRUED.  EXCEPT AS RELATES TO FISERV’S

OBLIGATIONS UNDER SECTIONS 6 OR 8(a)(ii), FISERV’S AGGREGATE LIABILITY FOR A

DEFAULT RELATING TO EQUIPMENT OR SOFTWARE SHALL BE LIMITED TO THE AMOUNT PAID

FOR THE EQUIPMENT OR SOFTWARE.




 




(b)                                 Lost

Records. If Client’s records or other data submitted for processing are

lost or damaged as a result of any failure by Fiserv, its employees, or agents

to exercise reasonable care to prevent such loss or damage, Fiserv’s liability

on account of such loss or damages shall not exceed the reasonable cost of

reproducing such records or data from exact duplicates thereof in Client’s

possession.




 




10.           Disaster Recovery.




 




(a)                                  General.  Fiserv maintains a disaster recovery service

plan (“Disaster Recovery Plan”) for each Service provided by Fiserv.  A “Disaster” shall mean any unplanned

interruption of the operations of or inaccessibility to the Fiserv data center

in which Fiserv, using reasonable judgment, requires relocation of processing

to a primary recovery location.  Fiserv

shall notify Client as soon as possible after it deems a service outage to be a

Disaster.  Fiserv shall move the

processing of Client’s standard on-line services to a primary recovery location

as expeditiously as possible and shall coordinate the cut-over to back-up

telecommunication facilities with the appropriate carriers.  Client shall maintain adequate records of

all transactions during the period of service interruption and shall have

personnel available to assist Fiserv in implementing the switchover to the

primary recovery location.  During a

Disaster, optional or on-request services shall be provided by Fiserv only to

the extent adequate capacity exists at the primary recovery location and only

after stabilizing the provision of base on-line services.  Fiserv has established a priority list for

recovery of applications after a disaster. 

Fiserv shall use its best efforts to recover the following applications

within [***]:  Inquiry, CICS (CICS is a family of application

servers and connectors that provides industrial-strength, online transaction

management and connectivity for mission-critical applications),

Central Reference File, Presentment System, Demand Deposits, ACH, Balance File,

Retail Loans, Mortgage Banking System, Branch Automation, ATM, Remote Job

Entry, Telephone Banking, and Overnight Investment.  Fiserv shall use its best efforts to recover the following

applications within [***]:  Time Deposits, Customer Reporting System,

and Commercial Loans.  Fiserv shall use

its best efforts to recover the following applications within [***]: 

General Ledger, Ledger Application Reconcilement, Online Collections,

Account Reconcilement, Report Distributor, InformEnt, and Internet Banking if

Client uses the Fiserv Internet Banking Disaster Recovery Program.




 




(b)                                 Data

Communications.  Fiserv shall work

with Client to establish a plan for alternative data communications in the

event of a Disaster.  Client shall be

responsible for the costs of these alternative data communications.




 




(c)                                  Disaster

Recovery Test.  Fiserv shall test

its Disaster Recovery Plan annually. 

Client agrees to participate in and assist Fiserv with such test, if

requested by Fiserv.  Test results will

be made available to Client’s management, regulators, internal and external

auditors, and Client’s insurance underwriters, upon request.




 




(d)                                 Client

Plans.  Fiserv agrees to release the

information necessary to allow Client to develop a disaster contingency plan

that operates in concert with the Disaster Recovery Plan.




 




(e)                                  No

Warranty.  Client understands and

agrees that the Disaster Recovery Plan is designed to minimize, but not

eliminate, risks associated with a Disaster affecting the Fiserv data center

supplying the Services.  Fiserv does not

warrant that service will be uninterrupted or error free in the event of a

Disaster; no performance standards shall be applicable for the duration of a

Disaster.  Client maintains

responsibility for adopting a disaster recovery plan relating to disasters

affecting Client’s facilities and for securing business interruption insurance

or other insurance as necessary for Client’s protection.




 




(f)                                    Termination.  In the event a Disaster has occurred and

continues for a period in excess of [***],

and Fiserv fails to meet any of  the

Service Level Commitments identified in Exhibit A-2 for [***] at a level that materially affects

Client’s operations, Client may terminate this Agreement without fee or charge

of any kind (other than Fiserv’s reasonable charges for deconversion) by

written notice given during the continuation of the Disaster.




 




11.           Termination.




 




(a)                                  Material

Breach.  Except as provided

elsewhere in this Section 11, either party may terminate this Agreement in the

event of a material breach by the other party not cured within [***] following written notice stating,

with particularity and in reasonable detail, the nature of the claimed breach.




 




(b)                                 Failure

to Pay.  In the event any invoice

remains unpaid by Client [***]

after its due date, or Client has deconverted any of its data from the Fiserv

System without prior written consent from Fiserv, Fiserv, at its




 




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sole option, may terminate this Agreement and/or

suspend Client’s access to and use of the Fiserv Services.  Any invoice submitted by Fiserv shall be

deemed correct unless Client provides written notice to Fiserv within 60 days

of the invoice date specifying the nature of the disagreement.




 




(c)                                  Remedies.  Remedies contained in this Section 11 are

cumulative and are in addition to the other rights and remedies available to

Fiserv under this Agreement, by law or otherwise.




 




(d)                                 Defaults.  If either party:




 




(i)                                     defaults  the payment of any sum of money due and

fails to cure such breach in accordance with paragraph (b) of this section, if

applicable;




 




(ii)                                  breaches

this Agreement in any material respect or otherwise defaults in any material

respect in the performance of any obligations and fails to cure such breach in

accordance with paragraph (a) of this section; or




 




(iii)                               commits

an act of bankruptcy or becomes the subject of any proceeding under the

Bankruptcy Code or becomes insolvent or if any substantial part of the party’s

property becomes subject to any levy, seizure, assignment, application, or sale

for or by any creditor or governmental agency;




 




then, in any such event, the other party may, upon

written notice, terminate this Agreement. 

If termination is by Fiserv, then Fiserv shall be entitled to recover

from Client as liquidated damages an amount equal to [***] and Fiserv [***]

remaining to be made hereunder for the remaining term of this Agreement. Each

party agrees to reimburse the other for any expenses the other may incur,

including reasonable attorneys’ fees, in taking any of the foregoing actions.




 




(e)                                  Merger.  In the event of a sale of Client (assets or

stock or merger between Client and another organization in which (A) Client is

not the surviving organization or becomes a subsidiary of an existing bank

holding company and (B) Client shall convert from the Fiserv Services directly

to the surviving organization, Fiserv will allow an early termination of this

Agreement upon the following terms and conditions:




 




(i)                                     Written

notice must be given 6 months in advance, specifying the deconversion date;




 




(ii)                                  Fiserv

may specify a deconversion date (not more than 30 days after the requested

deconversion date), based on its previous commitments and work loads; and




 




(iii)                               Fiserv

may charge a termination fee based on the remaining unused term of this

Agreement, the amount to be determined by multiplying the Client’s average

monthly invoice (using the three months immediately preceding the Fiserv

receipt of written notice) by [***]

times the remaining months of the term, plus any unamortized conversion fees or

third party costs existing on the Fiserv books on the date of deconversion.




 




(f)                                    Early

Termination.  If Client terminates

this Agreement for any reason except a material breach on the part of Fiserv,

in addition to any liquidated damages or termination fees described in this

Section 11, Client shall repay [***]

as follows:




 




(i)                                     If

termination occurs during the initial calendar year of the Agreement, Client

shall be invoiced for the [***].




 




(ii)                                  If

termination occurs during the second calendar year of the Agreement, Client

shall be invoiced [***] of the [***].




 




(iii)                               If

termination occurs during the third, fourth, fifth, or sixth calendar years,

Client shall be invoiced [***] of

the [***].




 




(g)                                 Termination

Fee not a Penalty.  Client

understands and agrees that Fiserv losses incurred as a result of early

termination of the Agreement would be difficult or impossible to calculate as

of the effective date of termination since they will vary based on, among other

things, the number of clients using the Fiserv System on the date the Agreement

terminates. Accordingly, the termination fee amount represents Client’s

agreement to pay and the Fiserv agreement to accept as liquidated damages (and

not as a penalty) such amount for any such Client termination for merger.




 




(h)                                 Return

of Data Files.  Upon expiration or

termination of this Agreement, Fiserv shall furnish to Client such copies of

Client’s data files (“Client Files”) as Client may request in the Fiserv

standard machine readable format form along with such information and

assistance as is reasonable and customary to enable Client to deconvert from

the Fiserv System, provided, however, that Client consents and

agrees and authorizes Fiserv to retain Client Files until (i) Fiserv has been

paid in full ([***] which shall be

held in escrow until Client’s data files have been released) for all Services

provided hereunder through the date such Client Files are returned to Client,

and has been paid any and all other amounts that are due or will become due

under this Agreement, including, but not limited to, data




 




8





























 




communication lease obligations, if any; (ii) Fiserv

has been paid its then standard rates for providing the services necessary to

return such Client Files; (iii) if this Agreement is being terminated, Fiserv

has been paid any applicable termination fee pursuant to subsection (c), or (d)

above; and (iv) Client has returned to Fiserv all Fiserv Confidential

Information if requested by Fiserv. 

Unless directed by Client in writing to the contrary, Fiserv shall be

permitted to destroy Client Files any time after 30 days from the final use of

Client Files for processing.




 




(i)                                     Miscellaneous.  Client understands and agrees that Client is

responsible for the deinstallation and return shipping of any Fiserv-owned

equipment located on Client’s premises. 

Prior to termination of this Agreement, Client shall promptly reimburse

Fiserv for the cost of any preprinted statements, checks, or any other forms

that Fiserv has prepared specifically for the Client and has on hand at the

termination of this Agreement.




 




12.           Arbitration.




 




(a)                                  General.  Except with respect to disputes arising from

a misappropriation or misuse of either party’s proprietary rights, any dispute

or controversy arising out of this Agreement, or its interpretation, shall be

submitted to and resolved exclusively by arbitration under the rules then

prevailing of the American Arbitration Association, upon written notice of

demand for arbitration by the party seeking arbitration, setting forth the

specifics of the matter in controversy or the claim being made.  The arbitration shall be heard before an

arbitrator mutually agreeable to the parties; provided, that if the parties

cannot agree on the choice of an arbitrator within 10 days after the first

party seeking arbitration has given written notice, then the arbitration shall

be heard by 3 arbitrators, 1 chosen by each party and the third chosen by those

2 arbitrators.  The arbitrators will be

selected from a panel of persons having experience with and knowledge of

information technology and at least 1 of the arbitrators selected will be an

attorney.  A hearing on the merits of

all claims for which arbitration is sought by either party shall be commenced

not later than 60 days from the date demand for arbitration is made by the

first party seeking arbitration.  The

arbitrator(s) must render a decision within 10 days after the conclusion of

such hearing.  Any award in such

arbitration shall be final and binding upon the parties and the judgment

thereon may be entered in any court of competent jurisdiction.




 




(b)                                 Applicable

Law.  The arbitration shall be

governed by the United States Arbitration Act, 9 U.S.C. 1-16.  The arbitrators shall apply the substantive

law of the Commonwealth of Massachusetts, without reference to provisions

relating to conflict of laws.  The

arbitrators shall not have the power to alter, modify, amend, add to, or

subtract from any term or provision of this Agreement, nor to rule upon or

grant any extension, renewal, or continuance of this Agreement.  The arbitrators shall have the authority to

grant any legal remedy available had the parties submitted the dispute to a

judicial proceeding.




 




(c)                                  Situs.  If arbitration is required to resolve any

disputes between the parties, the proceedings to resolve the dispute shall be

held in the Commonwealth of Massachusetts, or, in the alternative, Fiserv’s

primary business location.




 




13.           Insurance.




 




(a)                                  Fiserv

shall secure and maintain throughout the Term of this Agreement the following

insurance coverage:




 




(i)                                     Commercial

General Liability Insurance covering bodily injury and property damage with a

minimum combined single limit of not less than $[***] per occurrence and $[***]

general aggregate.




 




(ii)                                  Commercial

Crime Insurance covering Fiserv and client for Employee Theft caused by Fiserv

employees, and Computer Fraud, in an amount not less than $[***].




 




(iii)                               Workers

Compensation insurance providing coverage pursuant to statutory requirements,

and Employer’s Liability Insurance with minimum limits of $[***] per occurrence.




 




(iv)                              Commercial

Automobile Liability Insurance, including owned, non-owned and hired liability

coverage, with minimum combined bodily injury and property damage limits of $[***] per occurrence.




 




(v)                                 Commercial

Umbrella Liability Insurance with minimum limits of $[***] per occurrence, with the liability insurance required

under clauses (i), (iii), and (iv) above scheduled as underlying.




 




(b)                                 Upon

written request, Fiserv shall furnish original certificates of insurance issued

by authorized representative(s) of the insurance carrier(s) to Client as

evidence of each foregoing coverage, and such certificate shall contain a

clause requiring the insurer to give Client at least thirty (30) days prior

written notice of any material change or cancellation of coverage specified

therein.




 




9





























 




14.                                 Audit.  Fiserv employs an internal auditor

responsible for ensuring the integrity of its data processing environments and

internal controls.  In addition, Fiserv

provides for periodic independent SAS70 audits of its operations.  Fiserv shall provide Client with a copy of

the audit of the Fiserv data center serving Client within a reasonable time

after its completion.  Upon written

request, Fiserv shall also provide a copy of such audit to the appropriate regulatory

agencies, if any, having jurisdiction over Fiserv’s provision of Services

hereunder.




 




15.           General.




 




(a)                                  Binding

Agreement.  This Agreement is

binding upon the parties and their respective successors and permitted

assigns.  Neither this Agreement nor any

interest may be sold, assigned, transferred, pledged or otherwise disposed of

by Client, whether pursuant to change of control or otherwise, without the

prior written consent of Fiserv.  Should

this Agreement or any interest be sold, assigned, transferred, pledged or

otherwise disposed of by Fiserv and, subsequently, the quality of the Fiserv

Services provided to Client fails to comply with any provision of the Service

Level Agreement provided in Section A-2 of the Agreement for 60 days, the Client

may terminate the Agreement without fee or charge of any kind. Client agrees

that Fiserv may subcontract any of the Services to be performed under this

Agreement. Any such subcontractors shall be required to comply with all of the

applicable terms and conditions of this Agreement.




 




(b)                                 Entire

Agreement.  This Agreement,

including its Exhibits, which are expressly incorporated herein by reference,

constitutes the complete and exclusive statement of the agreement between the

parties as to the subject matter hereof and supersedes all previous agreements

with respect thereto.  Modifications of

this Agreement must be in writing and signed by duly authorized representatives

of the parties.  Each party hereby

acknowledges that it has not entered into this Agreement in reliance upon any

representation made by the other party not embodied herein.  In the event any of the provisions of any

Addendum or Exhibit hereto are in conflict with any of the provisions of this

Agreement, the terms and provisions of this Agreement shall control unless the

Addendum or Exhibit in question expressly provides that its terms and

provisions shall control.




 




(c)                                  Severability.  If any provision of this Agreement is held

to be unenforceable or invalid, the other provisions shall continue in full

force and effect.




 




(d)                                 Governing

Law.  This Agreement will be

governed by the substantive laws of the Commonwealth of Massachusetts, without

reference to provisions relating to conflict of laws.  By entering into this Agreement, Fiserv agrees that the Office of

Thrift Supervision, FDIC, or other regulatory agencies having authority over

Client’s operations shall have the authority and responsibility provided to the

regulatory agencies pursuant to the Bank Service Corporation Act, 12 U.S.C.

1867(C) relating to services performed by contract or otherwise. The United

Nations Convention of Contracts for the International Sale of Goods shall not

apply to this Agreement.




 




(e)                                  Force

Majeure.  Neither party shall be

responsible for delays or failures in performance resulting from acts

reasonably beyond the control of that party.




 




(f)                                    Notices.  Any written notice required or permitted to

be given hereunder shall be given by: (i) Registered or Certified Mail, Return

Receipt Requested, postage prepaid; (ii) by confirmed facsimile; or (iii) by

nationally recognized courier service to the other party at the addresses

listed on the cover page or to such other address or person as a party may

designate in writing.  All such notices

shall be effective upon receipt.




 




(g)                                 No

Waiver.  The failure of either party

to insist on strict performance of any of the provisions hereunder shall not be

construed as the waiver of any subsequent default of a similar nature.




 




(h)                                 Financial

Statements.  Fiserv shall provide

Client and the appropriate regulatory agencies who so require a copy of Fiserv,

Inc.’s audited consolidated financial statements.




 




(i)                                     Prevailing

Party.  The prevailing party in any

arbitration, suit, or action brought against the other party to enforce the

terms of this Agreement or any rights or obligations hereunder, shall be

entitled to receive its reasonable costs, expenses, and attorneys’ fees of

bringing such arbitration, suit, or action.




 




(j)                                     Survival.  All rights and obligations of the parties

under this Agreement that, by their nature, do not terminate with the

expiration or termination of this Agreement shall survive the expiration or

termination of this Agreement.




 




(k)                                  Exclusivity.  Client agrees that Fiserv shall be the sole

and exclusive provider of the Core Systems (defined as Demand Deposit, Time

Deposit, Retail Loan, Commercial Loan, Mortgage Loan and Central Reference

File) that are the subject matter of this Agreement.  Unless Client has previously delivered notice of termination or

non-renewal of this Agreement to Fiserv, during the term of this Agreement,

Client agrees not to enter into an agreement with any other entity to provide

these services (or similar services) without




 




10





























 




Fiserv’s prior written consent.  If Client acquires another entity, the

exclusivity provided to Fiserv hereunder shall take effect with respect to such

acquired entity as soon as practicable after termination of such acquired

entity’s previously existing arrangement for these services.  If Client is acquired by another entity, the

exclusivity provided to Fiserv hereunder shall apply with respect to the level

or volume of these services provided immediately prior to the signing of the

definitive acquisition agreement relating to such acquisition and shall

continue with respect to the level or volume of these services until any

termination or expiration of this Agreement.




 




(l)                                     Recruitment

of Employees.  Each party agrees not

to hire the other party’s employees during the term of this Agreement and for a

period of 6 months after expiration or termination except with prior written

consent of the other party.




 




IN WITNESS WHEREOF, the parties have caused this Agreement to be

executed by their duly authorized representatives as of the date indicated

below.




 




	

  CompassBank


  	

   


  	

  Fiserv Solutions, Inc.


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  By:


  	

  /s/ ARTHUR W. SHORT


  	

   


  	

  By:


  	

  /s/ THOMAS J. GORMAN


  
	

  Name:


  	

  Arthur W. Short


  	

   


  	

  Name:


  	

  Thomas J. Gorman


  
	

  Title:


  	

  Executive

  Vice-President/COO


  	

   


  	

  Title:


  	

  President – Custom

  Outsourcing Solution


  
	

  Date:


  	

  7/25/2002


  	

   


  	

  Date:


  	

  7/28/02


  





 




11





























 




Exhibit A - Account

Processing Services




 




Client agrees with Fiserv as follows:




 




1.                                       Services.  Fiserv will provide Client and Client

accepts the Account Processing Services (the “Account Processing Services”)

specified in the Account Processing Services Fee Schedule attached as Exhibit A

- 1 hereto marked with a “F” in the left margin, which represents that the

Service is included in the Account Processing Services Fixed Monthly Fee.  Other Services therein shall be provided

when requested by Client and accepted by Fiserv.




 




2.                                       Fees.  Fiserv will provide Client with the

following Account Processing Services at the fees and prices indicated:




 




(a)                                  Fixed

Monthly Fee.  For an Account

Processing Services Fixed Monthly Fee of $[***],

Fiserv agrees to provide and Client agrees to pay for the Services marked with

an “F” in the left margin on Exhibit A - 1 of this Agreement.  All other Services provided hereunder shall

be provided to the Client upon reasonable request at then current pricing and

in accordance with this Agreement. 

Fiserv will provide its variable services, as defined in Exhibit A-1, at

prices that Fiserv charges generally to its client base.  The Client understands that the mix of services,

volumes and other factors affect the price that Fiserv charges for its Variable

Services.




 




(b)                                 Fee

Adjustment Factors.  The delivery of

the Services involves factors and risks that may increase the Fiserv cost of

providing such Services.  Notwithstanding

the foregoing, Fiserv agrees to limit increases in its fees for those Services

included in the Account Processing Services Fixed Monthly Fee as follows:




 




(i)                                     Inflation:  Fiserv agrees not to increase the Account

Processing Services Monthly Fees for inflation until [***].




 




(ii)                                  Volume

Adjustment.  For volume related

Account Processing Services Fixed Monthly Fee adjustments, Fiserv shall reprice

the Account Processing Services Fixed Monthly Fee in accordance with the

following:




 




A.                                   “Client

Account Volumes” shall be defined as total open Deposit Accounts (Demand,

Savings, and Time), and total open Retail Loan (Installment, Line of Credit)

and Mortgage Loan volumes and Commercial Loan Notes.




 




B.                                     Proposed

volumes (“Proposed Volumes”) are those Client Account Volumes that were used to

compute the Account Processing Services Fixed Monthly Fee above.  In the first month following the conversion

of any such Service, Fiserv shall validate Client’s Client Account Volumes as

of the conversion (“Post Conversion Volumes”). 

In the event that the Post Conversion Volumes exceed the Proposed

Volumes, Fiserv shall reprice the Account Processing Services Fixed Monthly Fee

by applying the per account charge presented below to Post Conversion Volumes.




 




C.                                     In

the event that the Client acquires other financial institutions or branches or

portfolios of accounts for which Fiserv will provide Account Processing

Services, or elects to have Fiserv provide Account Processing Services to

existing affiliates other than those contemplated by this Agreement, upon each

such conversion Fiserv shall reprice the Account Processing Services Fixed

Monthly Fee by applying the per account charge presented below to Post

Conversion Volumes.




 




D.                                    Beginning

[***] and upon completion of each

calendar year throughout the term of this Agreement, Fiserv shall reprice the

Account Processing Services Fixed Monthly Fee by applying the per account

charge presented below to then current year end Client Account Volumes,

adjusted for any inflationary increases applied as described above for all

Client Account Volumes except for those Mortgages processing on the Fiserv

MortgageServ System.




 




	

  Client Account Volumes


  	

   


  	

  Per

  Account Charge


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  





 




E.                                      Beginning

[***] and upon completion of each

calendar year in which the Client Account Volumes exceed [***], Fiserv will calculate the current

Mortgage Account Volumes and measure in the increase in volume against the Post

Conversion Mortgage Account Volume.  The




 




12





























 




Per Account Charge for each account that exceeds the

Post Conversion Mortgage Account Volume will be $[***] per open Mortgage loan.




 




F.             Fiserv

will provide the initial month of processing without billing for the Fixed Monthly

Fee.




 




G.            Fiserv

will provide processing in months [***]

through [***] at a [***] Fixed Monthly Fee [***].




 




H.                                    In

the event that Client and Fiserv determine that Client’s Mortgage Loan

Portfolio can be converted to the Custom Outsourcing Solution Retail Loan

System, Fiserv will [***] the

Fixed Monthly Fee in the amount of $[***].




 




(c)           Conversion

Fees.




 




(i)                                     Fiserv

agrees to provide Conversion Services for a maximum fee of $[***] to be comprised of 2 pre-conversion

site visits, writing conversion file specifications, producing conversion edits

for review and verification by the Client, running conversion jobs, final live

posting and 10 days of post-conversion training for core applications, browser

access and the Fiserv Account Sales and Teller System.  If the scope of the project changes and

requires additional Fiserv assistance, Client shall be billed standard

professional services rates for the hours worked.  Out-of-pocket expense will be invoiced as incurred.  Additional support by Fiserv beyond those levels

described above shall be billable to the Client at then current Fiserv

personnel rates plus all reasonable out-of-pocket, pass-through or other third

party expenses as incurred by Fiserv.




 




(ii)                                  In

the event that the Client acquires other financial institutions or branches or

portfolios of accounts for which Fiserv will provide Account Processing

Services, or elects to have Fiserv provide Account Processing Services to

existing affiliates other than the aforementioned, or elects to implement

additional Account Processing Services under the terms and conditions of this

Agreement, Fiserv agrees to provide Conversion Services for a fee of $[***] per account or $[***], whichever is greater,  plus reasonable out-of-pocket, pass-through

or other third party expenses.




 




3.                                       Responsibility

for Accounts.  Client shall be

responsible for balancing its accounts each business day and notifying Fiserv

immediately of any errors or discrepancies. 

Provided that Client immediately notifies Fiserv of any discrepancy in

Client’s accounts, Fiserv shall, at its expense, promptly recompute accounts

affected by discrepancies solely caused by Fiserv computer or software systems

or provide for another mutually agreeable resolution.  Fiserv will use its commercially reasonable efforts to correct

errors attributable to Client or other third party servicers of Client.




 




4.                                       Reconstruction

of Error Conditions.  Reconstruction

of error conditions attributable to Client or to third parties acting on

Client’s behalf will be done at prevailing rates as set forth in Exhibit A - 1.




 




5.                                       Major

Software Enhancements and Custom Programming.  All major software enhancements and custom programming will be

subject to additional charges for processing and development in accordance with

Exhibit A - 1 and Exhibit G hereto, except those changes required by Federal

regulation.




 




6.                                       Protection

of Data.  For the purpose of

compliance with applicable government regulations, Fiserv has developed an

operations backup center.  Fiserv tests

the procedure periodically to ensure the data center’s compliance.  Copies of transaction files are maintained

by Fiserv off premises in secured vaults.




 




7.                                       Processing

Priority.  Fiserv does not subscribe

to any processing priority; all users receive equal processing consideration.




 




8.                                       Training

Allowance.  Fiserv will grant Client

an annual non-cumulative training allowance of 100 hours.  Training may be used for Core

applications.  Travel and living expense

of the Fiserv trainer or Client personnel will be the responsibility of Client.




 




13





























 




Exhibit A - 1 Account

Processing Services Fee Schedule




 




The following schedule identifies systems and services described within

the scope of the Agreement to be included in the Fixed Monthly Fee.




 








	

  Fixed


  Monthly Fee


  	

   


  	

  System or Service


  	

   


  
	

   


  	

   


  	

  Account Analysis


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Per Account


  	

   


  
	

  F


  	

   


  	

  History

  Retention


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Account Reconcilement


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Per Item (Up to

  5,000)


  	

   


  
	

  F


  	

   


  	

  History

  Retention


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Atchley Systems


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Comply/CTR


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Automated Clearinghouse


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Receiving

  Transactions/Items


  	

   


  
	

  F


  	

   


  	

  Origination

  Transactions/Items (Up to 10,000)


  	

   


  
	

  F


  	

   


  	

  RJE Origination


  	

   


  
	

  F


  	

   


  	

  PDMs (Company

  Processing)


  	

   


  
	

  F


  	

   


  	

  Daily

  Transmissions (From ATM switches and/or Clearing Houses)


  	

   


  
	

  F


  	

   


  	

  Automated

  Returns


  	

   


  
	

  F


  	

   


  	

  Notification of

  Change


  	

   


  
	

  F


  	

   


  	

  Direct Line

  Receiving from Fed


  	

   


  
	

  F


  	

   


  	

  Direct Line

  Origination to Fed


  	

   


  
	

  F


  	

   


  	

  Payroll

  Processing


  	

   


  
	

  F


  	

   


  	

  Stop

  Payments/DNE


  	

   


  
	

  F


  	

   


  	

  FEDI Receiving


  	

   


  
	

  F


  	

   


  	

  EPA (Electronic

  Payment Authorization)


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Audit Confirmation Reports


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Implementation

  Charge


  	

   


  
	

  F


  	

   


  	

  More Than 10%

  Confirmed


  	

   


  
	

  F


  	

   


  	

  Less than 10%

  confirmed


  	

   


  
	

  F


  	

   


  	

  Per request

  maximum


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Automated Returns


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Bulk Filing


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Base


  	

   


  
	

  F


  	

   


  	

  Per Transaction


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Browser Based Host Access


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Access Fee


  	

   


  










 




14





























 








	

  Fixed


  Monthly Fee


  	

   


  	

  System or Service


  	

   


  
	

   


  	

   


  	

  Central Marketing File


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Standard Build


  	

   


  
	

  F


  	

   


  	

  Special Options

  Build


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Central Reference File


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  CRF Accounts

  (Alpha-Keys)


  	

   


  
	

  F


  	

   


  	

  CRF

  Miscellaneous Accounts (Non-Fiserv Applications)


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Combined Interest


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Per Account

  (1099s and 1098s)


  	

   


  
	

  F


  	

   


  	

  W-8/W-9


  	

   


  
	

  F


  	

   


  	

  On-line

  Corrections


  	

   


  
	

  F


  	

   


  	

  B-Notices


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Commercial Loans


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Credit Bureau Reporting


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Custom Interfaces (Including

  Mailbox, [***]) (Up to 8)


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Implementation


  	

   


  
	

   


  	

   


  	

  Incoming

  Transmissions


  	

   


  
	

   


  	

   


  	

  Outgoing

  Transmissions


  	

   


  
	

   


  	

   


  	

  [***]

  Internet Transmissions


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Customer Reporting System


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Delivery Point

  Bar Coding (DPBC)


  	

   


  
	

  F


  	

   


  	

  Statement Zip

  Code Sort


  	

   


  
	

  F


  	

   


  	

  Barcoding

  Notices


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Deluxe One Network


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Access


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Demand Deposits


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Transactions

  Processed


  	

   


  
	

  F


  	

   


  	

  Account

  Maintenance


  	

   


  
	

  F


  	

   


  	

  Interest Bearing

  Accounts


  	

   


  
	

  F


  	

   


  	

  Current Day

  Transaction Access


  	

   


  
	

  F


  	

   


  	

  History

  Retention:


  	

   


  
	

   


  	

   


  	

  -  Seven Day


  	

   


  
	

   


  	

   


  	

  -  Extended


  	

   


  
	

  F


  	

   


  	

  Mutual Funds

  Sweep


  	

   


  
	

  F


  	

   


  	

  Statement Zip

  Code Sort


  	

   


  
	

  F


  	

   


  	

  Account Number

  Production


  	

   


  
	

  F


  	

   


  	

  Overnight

  Investments


  	

   


  










 




15





























 








	

  Fixed


  Monthly Fee


  	

   


  	

  System or Service


  	

   


  
	

   


  	

   


  	

  Escrow Management


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Rent Security


  	

   


  
	

  F


  	

   


  	

  Principal /

  Escrow


  	

   


  
	

  F


  	

   


  	

  IOLA Reporting


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  General Ledger


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Base


  	

   


  
	

  F


  	

   


  	

  Account Centers


  	

   


  
	

  F


  	

   


  	

  Transactions


  	

   


  
	

  F


  	

   


  	

  Budget:


  	

   


  
	

   


  	

   


  	

  -  Current and Next Year Module


  	

   


  
	

   


  	

   


  	

  -  Working Year Optional Selection


  	

   


  
	

   


  	

   


  	

  -  Prior Year Optional Selection


  	

   


  
	

  F


  	

   


  	

  Application Interface


  	

   


  
	

  F


  	

   


  	

  Recurring

  Entries


  	

   


  
	

  F


  	

   


  	

  Daily Custom

  Reports


  	

   


  
	

   


  	

   


  	

  Interface Custom

  Reports:


  	

   


  
	

  F


  	

   


  	

  -  Report Generation


  	

   


  
	

  F


  	

   


  	

  Interface

  Extract


  	

   


  
	

   


  	

   


  	

  On-line System:


  	

   


  
	

  F


  	

   


  	

  -  Monthly Budget


  	

   


  
	

  F


  	

   


  	

  -  Transaction History


  	

   


  
	

  F


  	

   


  	

  -  Transaction Journal


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Host Disaster Contingency Planning


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Host/RJE Site Support


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Maturity Analysis Reporting


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Monthly

  Reporting


  	

   


  
	

  F


  	

   


  	

  Quarterly

  Reporting


  	

   


  
	

  F


  	

   


  	

  Downline Loading


  	

   


  
	

  F


  	

   


  	

  MARSFLEX Sorting

  Criteria


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  On-line Collections


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Presentment Items


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Retail Loans


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Open Accounts


  	

   


  
	

  F


  	

   


  	

  Closed Accounts


  	

   


  
	

  F


  	

   


  	

  Loan Interest

  Statements:


  	

   


  
	

   


  	

   


  	

  -  Payoff statements


  	

   


  
	

   


  	

   


  	

  -  Annual statements


  	

   


  










 




16





























 








	

  Fixed


  Monthly Fee


  	

   


  	

  System or Service


  	

   


  
	

   


  	

   


  	

  Retirement Planning


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Accounts


  	

   


  
	

  F


  	

   


  	

  Statements


  	

   


  
	

  F


  	

   


  	

  W-2P, 1099R and

  5498


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Safe

  Deposit Box


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Tape Creation (Up to 4)


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Test Bank (Up to 5% of accounts)


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Teller Support


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Inquiry


  	

   


  
	

  F


  	

   


  	

  Data

  capture/Truncation


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Third Party Review


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Time Deposits


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  Open Accounts


  	

   


  
	

  F


  	

   


  	

  Draft Items


  	

   


  
	

  F


  	

   


  	

  Closed Accounts


  	

   


  
	

  F


  	

   


  	

  History

  Retention


  	

   


  
	

  F


  	

   


  	

  Statement Zip

  Code Sort


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  F


  	

   


  	

  View Direct


  	

   


  










 




17





























 




The following fee schedule identifies variably priced systems and

services.  Client shall not be billed

for any variable fee unless it has been mutually agreed that Client shall use

such system or service.  Fees as

described in the schedule below will not be changed for the term of the

Agreement.  New services shall be added

at a mutually agreed upon price.




 




	

  Variable


  Monthly


  Fee


  	

   


  	

  System or Service


  	

   


  	

  Unit Price


  	

   


  	

  Description


  	

   


  
	

   


  	

   


  	

  Account Reconcilement


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Per Item


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per item/month for first 100,000 items after 5,000


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per item/month for next 100,000 items


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per item/month for next 100,000 items


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per item/month for all items over 300,000


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Atchley Systems


  	

   


  	

   


  	

   


  	

  Set-up and support fees subject to change based on

  vendor prices


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Implementation

  Fee for Comply/Wire


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time per institution


  	

   


  
	

  V


  	

   


  	

  Comply/Wire Only


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per month/institution


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  ATM Special Services


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  ATM Statement

  Print Services


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time per institution


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per mini statement request


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per full statement request


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Minimum per month


  	

   


  
	

  V


  	

   


  	

  Balance File

  Transmissions


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per application/month


  	

   


  
	

  V


  	

   


  	

  Overdraft Limit


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time implementation per institution


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Automated Clearinghouse


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Origination

  Transactions/Items


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per item/month over 15,000


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per item/month 15,000 – 25,000


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per item/month over 25,000


  	

   


  
	

  V


  	

   


  	

  Tape Conversion


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per conversion


  	

   


  
	

  V


  	

   


  	

  ATM/POS File

  Processing


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per implementation


  	

   


  
	

  V


  	

   


  	

  FEDI

  Origination:


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  - Customer

  Implementation


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per customer of institution


  	

   


  
	

   


  	

   


  	

  - Customer

  Statement Implementation


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per customer of institution 


  	

   


  
	

   


  	

   


  	

  - Per Record


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per NACHA 7 record


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Minimum NACHA record charge per month


  	

   


  
	

  V


  	

   


  	

  Risk


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Implementation per institution


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per month/institution


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per company/month (Company Processing)


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Backroom Systems Software


  	

   


  	

  [***]


  	

   


  	

  Contact Relationship Manager


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Central Marketing File


  	

   


  	

   


  	

   


  	

  (All CMF pricing excludes tape charges)


  	

   


  
	

  V


  	

   


  	

  Off-Cycle Build


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per run (other than scheduled cycle)


  	

   


  





 




18





























 




	

  Variable


  Monthly


  Fee


  	

   


  	

  System or Service


  	

   


  	

  Unit Price


  	

   


  	

  Description


  	

   


  
	

   


  	

   


  	

  Central Reference File


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Address Labels


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per 1,000 accounts/ request


  	

   


  
	

  V


  	

   


  	

  Alpha-Key Merge


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per request/institution


  	

   


  
	

  V


  	

   


  	

  9-Digit Zip Code

  (ZIP+4)


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per 1,000 records one-time implementation


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per 1,000 records/run


  	

   


  
	

  V


  	

   


  	

  GEO Code


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per request/institution


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per 1,000 records processed


  	

   


  
	

  V


  	

   


  	

  Householding


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One-time implementation for first user institution


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One-time implementation for each additional user

  institution


  	

   


  
	

   


  	

   


  	

  —Monthly

  Processing


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per record/institution if volume 0 - 49,999


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per record/institution if volume 50,000 - 99,999


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per record/institution if volume 100,000 - 499,999


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per record/institution if volume 500,000 - 999,999


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per record/institution if volume 1,000,000 or more


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Minimum per institution/ month


  	

   


  
	

   


  	

   


  	

  —Quarterly

  Processing


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per record/institution if volume 0 - 49,999


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per record/institution if volume 50,000 - 99,999 


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per record/institution if volume 100,000 - 499,999


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per record/institution if volume 500,000 - 999,999


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per record/institution if volume 1,000,000 or more


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Minimum per institution/quarter


  	

   


  
	

   


  	

   


  	

  —Composition

  Report


  	

   


  	

  $


  	

  [***]


  	

   


  	

  1 to 49,999 records / institution / request   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  50,000 to 99,999 records/ institution / request


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  100,000 to 499,999 records/ institution / request


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Over 500,000 records/ institution / request


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  —Simulated Run


  	

   


  	

   


  	

   


  	

  Implementation, Quarterly Processing and Composition

  Report Fees would apply per institution request


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Consulting Services


  	

   


  	

  [***]


  	

   


  	

  Contact Relationship Manager


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Coupon Books


  	

   


  	

  [***]


  	

   


  	

  Quoted by vendor


  	

   


  





 




19





























 




	

  Variable


  Monthly


  Fee


  	

   


  	

  System or

  Service


  	

   


  	

  Unit Price


  	

   


  	

  Description


  	

   


  
	

  V


  	

   


  	

  Custom Interfaces (Including

  Mailbox, [***])


  	

   


  	

   


  	

   


  	

  Over 8 per month Variable


  	

   


  
	

   


  	

   


  	

  Implementation


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per recurring transmission site established

  Professional Services fees additional


  	

   


  
	

   


  	

   


  	

  Incoming

  Transmissions


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per transmission if reformat required 


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Maximum per month per custom interface


  	

   


  
	

   


  	

   


  	

  Outgoing

  Transmissions


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per transmission 


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***] 


  	

   


  	

  Maximum per month per custom interface


  	

   


  
	

   


  	

   


  	

  [***]

  Internet Transmissions  


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Implementation fee  

  


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Monthly access per end point


  	

   


  
	

   


  	

   


  	

  Federated

  Investors Interface


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Implementation fee


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Monthly recurring. 

  (Excludes applicable [***] Charges)


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Data Communications


  	

   


  	

  [***]


  	

   


  	

  Circuits, equipment and network support - as quoted

  by / through vendors


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Deconversion


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Base per bank or branch(s being deconverted  


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per tape produced


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  For production of wipe-off DD statements 


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Above rates exclude requested Fiserv professional

  services and out-of-pocket expenses)


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Demand

  Deposits


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Service Charge

  Routine Implementation (Post Conversion)


  	

   


  	

  [***]


  	

   


  	

  Professional services fees apply


  	

   


  
	

  V


  	

   


  	

  Service Charge

  Routine Change (Post Conversion)


  	

   


  	

  [***]


  	

   


  	

  Professional services fees apply


  	

   


  
	

  V


  	

   


  	

  Accrual

  Adjustment Program


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per request first day plus $50 each additional day

  after first day


  	

   


  
	

  V


  	

   


  	

  Check Processing

  Descending Order


  	

   


  	

  $


  	

  [***] 


  	

   


  	

  Implementation per institution


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Maximum per relationship


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  FAST Branch Automation


  	

   


  	

  [***]


  	

   


  	

  Contact Relationship Manager


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  General

  Ledger


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Interface Custom

  Reports:


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  -Report

  Implementation


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per report implementation requested


  	

   


  
	

  V


  	

   


  	

  On-line System:


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Transaction

  History:


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***] 


  	

   


  	

  Per institution/month for 65 day history 


  	

   


  
	

  V


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per institution/month for 90 day history


  	

   


  
	

  V


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Internet Services


  	

   


  	

  [***]


  	

   


  	

  Contact Relationship Manager/See RBS Fee Schedule


  	

   


  





 




20





























 




	

  Variable


  Monthly


  Fee


  	

   


  	

  System or

  Service


  	

   


  	

  Unit Price


  	

   


  	

  Description


  	

   


  
	

  V


  	

   


  	

  LiNX Message Service 


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time per institution   


  	

   


  
	

   


  	

   


  	

  Implementation Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Minimum Per 3rd Party Channel.  Prof Svcs Rates Apply


  	

   


  
	

   


  	

   


  	

  Certification Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  First 700,000 with a $1,000 minimum


  	

   


  
	

   


  	

   


  	

  Transaction Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Above 700,000


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Microfiche


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per original produced  


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per copy produced


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Hardcopy per frame requested


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  OFAC   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  On-Demand Full File Scan Only


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Annual Fee, Plus $300.00 per run  


  	

   


  
	

   


  	

   


  	

  On-Demand Request Full File Scan


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per run


  	

   


  
	

   


  	

   


  	

  Daily All New Account Scan


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per month


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Positive

  Pay


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Implementation

  Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per institution


  	

   


  
	

  V


  	

   


  	

  Account

  Processing Fees


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per month/institution


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Print/Rendering Services


  	

   


  	

  [***]


  	

   


  	

  Contact Relationship Manager


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Professional Services


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Includes (but

  not limited to) custom programming (report and file creation, maintenance and

  fixes), and other Fiserv personnel assistance not covered by contract 


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per hour


  	

   


  
	

   


  	

   


  	

  Telecommunications

  - Design & Consulting


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per hour


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Report Regeneration


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per request/month (first two requests free)


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Reference Materials


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  CD-ROM:   


  	

   


  	

  [***]


  	

   


  	

  Per institution per release  


  	

   


  
	

   


  	

   


  	

  —First Two 


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per copy if preordered via annual subscription


  	

   


  
	

   


  	

   


  	

  —Additional

  Copies


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per copy for ad hoc requests


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Paper Manuals

  (products not on CD:)


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per manual per application


  	

   


  
	

  V


  	

   


  	

  Repost Due to Client Error


  	

   


  	

  [***]


  	

   


  	

  Professional Services rates apply $2,000 minimum per

  incident


  	

   


  
	

   


  	

   


  	

  Retail Loans


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Insurance Tape

  Creation


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per tape/vendor/application


  	

   


  
	

  V


  	

   


  	

  Promotional

  Extensions


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Base/execution 


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per account selected


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Special Reports


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Applies to any report not produced in the normal

  processing flow but which Fiserv has previously programmed.  Additional fees associated with the

  creation and generation of new special reports are described under

  Professional Services. 


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Incremental for CRF access on special report


  	

   


  





 




21





























 




	

  Variable


  Monthly


  Fee


  	

   


  	

  System or Service


  	

   


  	

  Unit Price


  	

   


  	

  Description


  	

   


  
	

  V


  	

   


  	

  Tape Creation


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per physical tape (or equivalent on alternative

  media)


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Test Bank


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per account/month over 5 or 5,000 accounts


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Time

  Deposits


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Service Charge

  Routine Implementation (Post Conversion)


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per routine


  	

   


  
	

  V


  	

   


  	

  Service Charge

  Routine Change (Post Conversion)


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per field changed 


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***] 


  	

   


  	

  Maximum per routine changed


  	

   


  
	

  V


  	

   


  	

  Accrual

  Adjustment Program


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per request first day plus $50 each additional day

  after first day


  	

   


  
	

  V


  	

   


  	

  Tape for Coupon

  Book Production


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per request ($200 for tape, $50 for special report,

  $50 for processing)


  	

   


  
	

  V


  	

   


  	

  Remaining Term

  Penalty Calculation


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One-time for implementation


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  Training


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  V


  	

   


  	

  Fiserv Training Services  (Post Conversion)


  	

   


  	

  [***]


  	

   


  	

  Contact Relationship Manager


  	

   


  





 




22





























 




Exhibit A — 2 Service

Level Commitments




 




1.                                       Service

Level Commitments.  For purposes of

the service level commitment categories set forth below, the described services

shall be deemed to be “available” to Client if the Fiserv computer system,

including all hardware and software necessary to provide the Client with the

Services contemplated by this Agreement, is functioning and able to accept and

process all input contemplated by this Agreement from Client and necessary to

provide the Services in question.  All

service levels commitments shall be averaged over a calendar month and national

holidays are excluded.




 




(a)                                  Response

Time.  Fiserv shall provide response

time for the central processor to receive an Inquiry transaction from the

communications controller at the Fiserv data center, process that transaction

and return the answer to the controller in less than [***] of the time from 8:00AM to 8:00PM Client Local Time

(“CLT”), Monday through Saturday.




 




(b)                                 Report

Availability.  Fiserv shall make

available to the Client or other output distribution medium or product,

critical reports for the Basic Services, no later than 7:00 AM CLT each

business day or 10:00AM CLT if such business day falls on the first calendar

day of the month (General Ledger an additional 2 hours in each case), provided

the Client has completed transmission of the data to be used in generating such

reports to Fiserv no later than 12:01AM CLT. 

Fiserv shall provide such reports to the Client for each Basic Service

in accordance with the above schedule at least [***] of the time.  The

“Basic Services” are Demand Deposits, Savings, Time Deposits, Account

Reconcilement, Retail Loans, Mortgage Loans, Commercial Loans and General

Ledger.  The algorithm to calculate

availability is:  [***] core applications multiplied by the

number of processing days in a calendar month [***].




 




(c)                                  Teleprocessing

Availability.  Fiserv shall make its

teleprocessing services available to the Client at least [***] of the time from 8:00AM to Midnight

CLT, Monday through Saturday, excluding overnight batch processing.




 




2.                                       Cure.  In the event that the Fiserv

performance fails to meet the service level commitments set forth in this

Section, the Client shall notify Fiserv in writing of such failure and shall

work with Fiserv to specifically identify the problem.  If a deficiency is determined by the

parties, Fiserv shall institute cure procedures.  If the deficiency is not cured within [***],

Fiserv shall institute [***] of the Fixed Monthly Fee each month for each

deficient service level commitment category until it is cured.  If any deficiency persists for [***]

at a level [***], or (ii) recurs, once cured, more than [***]

during any 12 month period, upon receipt by Fiserv of prior written notice, the

Client may elect to terminate this Agreement, without the payment of liquidated

damages or other termination charges, upon payment of any fees or sums due

pursuant to this Agreement.  Fiserv

agrees to cooperate with the Client to achieve the deconversion schedule.




 




23





























 




Exhibit D - Mortgage

Processing Services




 




Client agrees with Fiserv as follows:




 




1.                                       Services.  Fiserv will provide Client the Mortgage Loan

Servicing Information Processing Services (hereinafter referred to as “Mortgage

Servicing”) consisting of.




 




(a)                                  Online

Services.  Inquire and update

of Client data files maintained by Fiserv under this agreement from terminals

located in Client’s offices.  The

documentation describes the procedures for use of online services for Mortgage

Servicing.




 




(b)                                 Reports.  Applicable reports based on Client’s usage

according to the documentation will be transmitted to the Client.




 




(c)                                  Customer

Service Telephone Support. 

Telephone support will be available to obtain information and for the

discussion of issues and problems.




 




2.                                       Fees.  Client shall pay Fiserv the fees and other

charges for the Mortgage Servicing specified in Exhibit D-1 hereto.




 




3.                                       Hours

of Operation.  The Mortgage

Servicing will be available for use by Client between 8:00 AM and 11:00PM CLT

(Client Local Time), Monday through Friday (excluding New Year’s Day, Memorial

Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day).  The Fiserv system will be available for

inquiry purposes 24 hours a day, Monday through Friday, except for a

maintenance period of approximately 60 minutes per day during the hours of

12:00 midnight CLT and 6:00AM CLT, and available on Saturdays from 8:00AM

through Midnight CLT, unless notified in advance by Fiserv that the system will

be unavailable.




 




4.                                       Protection

of Data.  Client’s data is copied to

tape daily and sent to an off-site storage facility.




 




5.                                       Quality

Control.  Critical business problems

will be addressed by Fiserv immediately. Critical business problems are defined

as those items that significantly impact or damage the Client’s business or

prohibit business from occurring. 

Critical business problems will be jointly defined and agreed upon as

problems arise.  Fiserv will respond

with a corrective action plan during the same business day to address the

problem(s) being reported.




 




6.                                       Regulatory

Changes.  Regulatory changes will be

implemented on a timely schedule to correspond with the effective date of the

regulation as jointly agreed between Fiserv and Client base, provided that

Fiserv receives a minimum 6 month advance notification of regulatory change

from the appropriate regulatory agency, with notice of proposed regulatory

change being sufficient advance notification.




 




7.                                       Clients’

Group Membership.  Fiserv supports a

formal Clients’ Group for Mortgage Processing clients.  The annual dues for support of the Clients’

Group are determined by their Advisory Board annually.  Current dues are $1,500 annually.  Membership in the Clients’ Group is

mandatory.  Active participation on the

Clients’ Group sub-committees is voluntary. 

Voting privileges and the ability to submit suggestions for

consideration by the Clients’ Group are contingent upon the payment of annual

dues.  Funds collected will be placed in

a checking account controlled by the Clients’ Group Advisory Board and will be

used exclusively for the expenses of the Clients’ Group.  The annual fee is subject to change by the

Clients’ Group Advisory Board.  Any

change will be communicated by the Clients’ Group Advisory Board.  Fiserv does not receive any financial benefit

from the Clients Group dues.




 




8.                                       Manuals.  One complete set of online documentation

will be provided to Client free of charge. Client may purchase additional

documentation at any time during the term of this Agreement at the then-current

prices.




 




24





























 




Exhibit D-1 Mortgage

Processing Services and Fees




 




1.             Monthly Minimum

Charge.  Included in the Account

Processing Fixed Monthly Fee.




 




2.             Services

included in the Account Processing Fixed Monthly Fee.




 




(a)                                  The

following standard servicing requirements: FHA, VA, GNMA, FNMA, FHLMC, Tax

Service, Credit Bureau, PMI Billing, Hazard Insurance Carrier, One Lockbox,

Payment Documents, ACH, Stop File, Escrow Analysis, 13 Month Online History,

Tape Handling, Year-End Data Tape, Force Place Insurance interface, Field

Service, Default, Loss Mitigation, Collection, Payment Processing, Escrow and

Customer Service Tracking, Construction Loan Subsystem, VRU Interface.




 




(b)                                 Post-Payoff,

Satisfaction/Release, MERS, Laser Check Writer




 




3.             Pass-Through.




 




(a)                                  Services

& Charges




 




(b)                                 ANSI

X12 EDI VAN Charges




 




(c)                                  Microfiche




 




(d)                                 Postage




 




4.             Optional

Services.




 




	

  Service


  	

   


  	

  Fee


  	

   


  
	

  Affiliate

  Servicing/Private Label PL$$


  	

   


  	

  Each additional institution is $[***] per month


  	

   


  
	

  Asset/Liability

  Interfaces: 


  	

   


  	

   


  	

   


  
	

  Fiserv IPS

  Sendero 


  	

   


  	

  $[***]

  per month


  	

   


  
	

  Other Systems


  	

   


  	

  $[***]

  per month


  	

   


  
	

  Database Tape


  	

   


  	

  $[***]

  per tape


  	

   


  
	

  Douglas Michael,

  BiSaver Interfaces, etc.


  	

   


  	

  $[***]

  per run


  	

   


  
	

  Early Indicator

  Interface


  	

   


  	

  $[***]

  per FHLMC loan


  	

   


  
	

  Hazard Insurance

  Outsourcing Interchange


  	

   


  	

  $[***]

  per month - one or two way


  	

   


  
	

  Optional

  Insurance Update


  	

   


  	

  $[***]

  per run


  	

   


  
	

  Optional

  Insurance Solicitation


  	

   


  	

  $[***]

  per run


  	

   


  
	

  Power Dialer

  Download


  	

   


  	

  [***]


  	

   


  
	

  Power Dialer

  Upload


  	

   


  	

  $[***]

  per month


  	

   


  
	

  Report Writer


  	

   


  	

  $[***]

  per run / $[***] per selected

  account


  	

   


  
	

  Risk Profiler

  Interface


  	

   


  	

  $[***]

  per FNMA loan


  	

   


  





 




25





























 




	

  Service


  	

   


  	

  Fee


  	

   


  
	

  Secondary

  Marketing Interface


  	

   


  	

  [***]


  	

   


  
	

  Secondary

  Marketing Warehouse


  	

   


  	

  $[***]

  per month


  	

   


  
	

  Tax Outsourcing

  Interchange


  	

   


  	

  $[***]

  per month – one or two way


  	

   


  
	

  Fiserv RF

  Spectrum


  	

   


  	

  $[***]

  per month


  	

   


  
	

  Western Union

  EasyPay Interface


  	

   


  	

  $[***]

  set-up / $[***] per month


  	

   


  
	

  24 Month Online

  History


  	

   


  	

  $[***]

  per loan


  	

   


  
	

  36 Month Online

  History


  	

   


  	

  $[***]

  per loan


  	

   


  





 




26





























 




Exhibit E - Purchase of

Equipment Through Fiserv




 




Client agrees to purchase, and Fiserv agrees to sell, Equipment (as

hereinafter defined) on the terms and subject to the conditions hereinafter set

forth:




 




1.                                       Equipment

and Fiserv Obligations.  Equipment,

if any, being purchased through Fiserv shall be described in Exhibit E - 1

hereto, or in a signed order letter from Client to Fiserv specifying the

quantity, type and price for the equipment desired, (the “Equipment”).  Client understands that Fiserv is acting as

an independent sales organization representing each manufacturer or supplier

(each, a “Manufacturer”) identified in Exhibit E - 1.  Client also understands and agrees that the ability of Fiserv to

obtain the Equipment may be subject to availability and delays due to causes

beyond the control of Fiserv.  Fiserv

shall promptly place any orders submitted under this Agreement with each

Manufacturer and shall, at Client’s direction, request expedited delivery

whenever available.




 




2.                                       Delivery

and Installation.




 




(a)                                  Delivery.  On Client’s behalf, Fiserv shall arrange for

delivery of the Equipment to the site or sites (“Installation Site(s)”)

designated by Client on or about the date (the “Delivery Date”) requested.  In the absence of shipping instructions,

Fiserv shall select a common carrier on behalf of Client.  Client shall be responsible for appropriate

property insurance for all equipment, whether Client-owned or Fiserv-owned,

within Client’s premises.




 




(b)                                 Installation

and Acceptance.  Fiserv shall

arrange for the installation of the items of Equipment in consideration of the

Installation Fees listed on Exhibit E - 1. 

Client shall not perform any installation activities without the written

consent of Fiserv.  Fiserv or its

designee shall have full and free access to the Equipment and the Installation

Site until installation is completed. 

If a suitable installation environment is not provided by Client, then

Fiserv shall be required to perform only as many normal installation procedures

as it deems to be practicable within the available facilities.  Installation of Equipment will take place

during normal Fiserv business hours, Monday through Friday, exclusive of Fiserv

holidays, unless otherwise agreed by Fiserv. 

The Equipment shall be deemed to have been accepted when it has passed

either the Fiserv or the Manufacturer’s standard post-installation test

procedures at the Installation Site.




 




(c)                                  Installation

Environment.  Client shall provide a

suitable installation environment for the Equipment as specified by Fiserv or

its agents and any and all other specifications provided to Client by the

Manufacturer or Fiserv.  Client shall

also be responsible for furnishing all labor required for unpacking and placing

each item of Equipment in the desired location for installation.  Client shall be responsible for physical

planning including, but not limited to, floor planning, cable requirements, and

safety requirements in accordance with the installation manual and any and all

applicable building, electrical, or other codes, regulations, and

requirements.  All such physical

planning shall be completed on or before the delivery date for the Equipment.




 




(d)                                 Ongoing

Maintenance.  Unless the parties

agree otherwise, Fiserv shall not be responsible for the provision of any

maintenance or repairs to the Equipment or of any parts or replacements for the

Equipment.




 




3.                                       Shipment,

Risk of Loss and Title to Equipment. 

All prices shown on Exhibit E - 1 are F.O.B. at the Manufacturer’s

plant.  All transportation, rigging,

drayage, insurance, and other costs of delivery of the Equipment to the

Installation Site shall be itemized on an invoice submitted to Client and shall

be paid by Client.  Risk of loss shall

pass to Client upon shipment.  Title to

the Equipment shall remain with the Manufacturer until all payments for the

Equipment have been made by Client and, until such time, Client agrees that it

shall not sell, transfer, pledge, or otherwise dispose of the Equipment without

the prior written consent of Fiserv.




 




4.                                       Security

Interest.  Client grants Fiserv a

security interest in all the Equipment and the proceeds thereof until the

purchase price due Fiserv shall have been paid in full.  Client shall execute any instruments or documents

Fiserv deems appropriate to protect the security interest and, in any event,

this Agreement shall constitute a financing agreement within the meaning of

Article 9 of the Uniform Commercial Code and a copy of this Agreement may be

filed at any time after signature by Fiserv as a financing statement for that

purpose.  In the event of default in

payment or other breach by Client, Fiserv shall have all rights and remedies of

a secured creditor upon default as provided by applicable law.  Fiserv shall, at its sole expense, file

releases for any financing statements recorded pursuant to this Agreement

promptly upon receipt of final payment.




 




27





























 




5.                                       Warranties.  Fiserv warrants that Client will acquire

good and clear title to the Equipment free and clear of all liens and

encumbrances.  Fiserv hereby assigns to

Client all warranties the Manufacturer has granted to Fiserv with respect to

the Equipment as set forth on Exhibit E - 1. 

Client hereby agrees to all of the terms and conditions applicable to

those warranties and acknowledges that: (i) neither the Manufacturer nor Fiserv

warrants that the use of the Equipment will be uninterrupted or error free; and

(ii) Manufacturer’s warranties, and the assignment of such warranties by Fiserv

to Client, shall not impose any liability on Fiserv due to the services or

assistance provided to Client by Fiserv with respect thereto.




 




28





























 




Exhibit E - 1 Equipment

and Prices




 




1.                                       Payment

Terms.  Payment for 100% of the

costs for all Equipment or Software purchased hereunder is due and payable on

placement of an order with a third party.




 




2.                                       Changes

and Additions.  The Equipment

configurations stated below are estimates and subject to change by mutual

written agreement of Fiserv and Client. Any increase in fees for any third

party equipment, software, or maintenance may result in an increase to Client

as they are incurred by Fiserv.




 




3.                                       Equipment

and Software.




 




(a)                                  Telecommunications.  The Network Agreement between Client and

Fiserv dated as of February 28, 2002, is incorporated into this Exhibit by

reference.




 




(b)                                 InformEnt.  Server configurations are based on current

volumes provided for General Ledger, Customer, Loan, and Deposit accounts plus

ancillary systems and channel transaction accounts.  An additional 15% per consecutive year volume growth and

retention volume was also used for configuration purposes.




 




(i)                                     Warehouse

Production Server. [***] is

the centralized repository for corporate data.




 




	

  Description


  	

   


  	

  Quantity


  	

   


  	

  Purchase


  	

   


  	

  Annual


  Maintenance


  (3 Years


  Required)


  	

   


  
	

  [***], 4 CPU slots, 16 memory slots, 2 400 MHz CPUs,

  2 GB of memory, 32x CD-ROM, 1.44 MB floppy, removable media bay, 10/100

  Ethernet, 2 power supplies, [***] server license.


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  8 bay internal expansion kit


  	

   


  	

  2


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  18.2 Gbyte 10K RPM


  	

   


  	

  12


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  DLT7000-Based 280GB Autoloader


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  DLT Compact IV Tapes - 10 pack


  	

   


  	

  2


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  DLT Cleaning Tapes-Package of 10


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Host Bus Adapter


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Fast Ethernet, 100BaseT


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  560W Power Supply


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  PGX32 Graphics Option


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  17-inch Entry Color Monitor


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Type-6 Country Kit


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Solstice Backup Media Kit


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Solstice Backup Network Edition


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Autochanger

  Software Module 1-8 slots


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Client Pak for Windows NT


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***] Volume Manager license; license for workgroup

  servers


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***] Volume Manager [***]

  Base Package CD-ROM


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Total

  Investment


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  





 




29





























 




(ii)                                  Delivery

Server (2).  [***] — WEB-based dissemination of data and

automated scheduling.




 




	

  Description


  	

   


  	

  Quantity


  	

   


  	

  Purchase


  	

   


  
	

  [***],

  550 MHz/1MB Cache (Dual Processor)


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  512MB, RAM, 4x128, RGT DIMMs


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  PERC2-DC RAID CARD, 128MB (Ext channel = 1, Int channel = 1) C5


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  C5 - RAID 5 on HD Backplane


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  8 Bay Splitable Hot Plug Backplane (1.0” drives only)


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  9.1 GB 1” SCSI Hard Drive, 10K RPM


  	

   


  	

  3


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Intel Pro 100+ NIC w/ Adaptive Load Balancing; Adeptec Fault Tolerance


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Windows NT 4.0 configured as a member server


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  3.5”, 1.44 MB Floppy Drive


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  17/40X SCSI CD-ROM, #1, Black


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Standard Windows Keyboard


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Dell M570, 15” (13.8” VIS)


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Logitec System Mouse


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***] Product


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Subtotal


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Quantity


  	

   


  	

   


  	

   


  	

  2


  	

   


  
	

  Total Investment


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  





 




30





























 




(iii)                               Analysis

Server.  [***] - provides the automation of financial reporting and

what-if financial analysis daily at the transaction level on line.




 




	

  Description


  	

   


  	

  Quantity


  	

   


  	

  Purchase


  	

   


  
	

  [***] Base


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  1.44MB, 3.5”, Floppy Drive, for [***] Servers


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Microsoft NTS 4.0 on CD, 10 Client Access Licenses, OEM Packaging


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Microsoft System Mouse with Driver Disks


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  On-Board NIC Only


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  17/40X,SCSI CD-ROM Internal, Black


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Terminator Card


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Hard Drive Configuration, RAID5


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  192MB SDRAM, 133MHz, 1 X 64MB, 1 X 128MB DIMMs


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Uninterruptable Power Supply, 700V,Stand Alone, Adapter


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  1X6 Hard Drive Backplane


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  QuietKey Keyboard, 104 Key, 6 Pin


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Redundant Power Supply


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  15” (13.8” Viewable) M570 Monitor


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  3 X 9GB LVD SCSI Hard Drives, 10000RPM


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Embedded Raid

  w/Software


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  MAESTRO V6.01 SERVER MANT


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  MKS TOOLKIT SELECT V6.2 WIN95/98/NT SINGLE 01S00


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Total Investment


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  





 




31





























 




(c)                                  Voice

Response Unit.   Fiserv will provide

the Flex-Phone Telephone Banking System, including [***].  The Base System

described and priced is a 32 port Fone Tower, which is expandable to 96

ports.  Based on Client’s current call

volume, one 16-port upgrade is included.




 




(i)                                     One-time

Fees.  Installation and training

includes 3 visits.  Travel and living

expenses of installers and trainers will be billed as incurred.  Shipping and handling are not included in

the one-time fee.




 




	

  Description


  	

   


  	

  One-Time Fee


  	

   


  
	

  Base System

  Purchase - includes IVR software licenses, telephony hardware, server and

  back-up tape drive, data interfaces


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  16 Port Upgrade


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Installation and

  Training


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Total Investment


  	

   


  	

  $


  	

  [***]


  	

   


  





 




(ii)                                  On-going

Fees.  The following monthly fees

will be billed.




 




	

  Description


  	

   


  	

  Monthly Fee


  	

   


  
	

  RealCare(1)


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  FlexCare(2) Includes 16 Port Upgrade


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Total

  Monthly Fee


  	

   


  	

  $


  	

  [***]


  	

   


  





 






















(1)  Support of the hardware components.




(2)  Support of software and interfaces.




 




32





























 




Exhibit F Software

Products




 




This is a License Agreement between Fiserv and Client.  Fiserv and Client agree that the terms and

conditions set out in this License Agreement will apply to any Fiserv Licensed Program(s)

materials offered hereunder.  Each

license agreement subject to the terms of this Agreement shall be separately

labeled as Exhibit F-n attached hereto. 

By using the software described on each such Exhibit F-n, Client agrees

to the terms and conditions contained in the license agreement.




 




1.             Definition of

Terms.




 




(a)                                  ‘Computer

System’ means the Hardware and manufacturer-supplied software identified in the

Attachments hereto.




 




(b)                                 ‘Delivery

Date’ means the date the software is first installed and configured properly,

per the technical user documentation, in a designated location by either a

Fiserv or Client representative.




 




(c)                                  Documentation’

means the documentation related to the Software specified on the Attachments

hereto.




 




(d)                                 ‘Effective

Date’ means the date this License and Service Agreement commences.




 




(e)                                  ‘Enhancements’

means modifications made to the Software that add program features or functions

not originally within the Software as of the date of installation and that are

provided upon payment of additional License Fees.  Fiserv reserves the right, in its reasonable discretion, to

determine which changes are upgrades or separately priced enhancements.




 




(f)                                    ‘Hardware’

means the computer equipment identified on the Attachments hereto or in Exhibit

E.




 




(g)                                 ‘Licensed

Program(s) means licensed data processing program(s) consisting of a series of

instructions or statements in machine-readable form, and any related licensed

materials such as, but not limited to, system documentation, flow charts, logic

diagrams, listings and operating instructions provided for use in connection

with the Licensed Program(s).




 




(h)                                 ‘Location’

means any single location defined by Client.




 




(i)                                     ‘Maintenance

Fee’ means the annual fee specified in the Attachments hereto.




 




(j)                                     ‘Maintenance

Services’ means maintenance services described in the Attachments hereto.

Maintenance Services are available only with respect to the current release of

the Software.




 




(k)                                  ‘Non-conformity’

means a failure of the Software to perform substantially in accordance with

functions described in the Fiserv documentation.




 




(l)                                     ‘Operational

Support’ means optional Fiserv services available, at Client request, to

support Client’s operation of the Software System.  Operational Support shall only be available to Clients receiving

Maintenance Services.




 




(m)                               ‘Professional

Service Fees’ means fees specified in the Attachments hereto or Exhibit A for

professional services provided by Fiserv.




 




(n)                                 ‘Software’

means the standard, unmodified computer programs in object code, unless

otherwise specified on the Attachments hereto, together with one set of Fiserv

standard documentation.  Software does

not include separate, independent, and stand-alone modules or subsystems that

Client has developed and maintained without Fiserv assistance.




 




(o)                                 ‘Software

System’ means the Software and Third Party Software.




 




(p)                                 ‘Third

Party’ means any party other than Fiserv, Client, and their respective

employees, agents, and subcontractors.




 




(q)                                 ‘Third

Party Software’ means software provided by Fiserv that is owned or licensed by

Third Parties as identified on the Attachments hereto.




 




(r)                                    ‘Total

License Fee’ means the total sum specified in the Attachments hereto for the

Software System.  Any fees for

modifications, enhancements, upgrades, or additions to the Software are

excluded from this License and Service Agreement unless otherwise specified.




 




33





























 




(s)                                  ‘Upgrades’

means changes made to maintain compatibility with new system software releases

or to improve previously existing features and operations within the

Software.  This primarily includes

program fixes to the Software.




 




(f)                                    ‘Use’

means copying or loading any portion of the Software System from storage units

or media into any equipment for the processing of data by the Software System,

or the operation of any procedure or machine instruction utilizing any portion

of either the computer program or instructional material supplied with the

Software System at the Location.  Use is

limited to type of operations described in Fiserv documentation solely to

process Client’s own work.  Use

specifically excludes any service bureau or time-share services to Third

Parties without prior written consent by Fiserv and payment by Client of

additional fees in accordance with mutually agreed terms.




 




2.             Term.




 




(a)                                  License

Term.  The term of the License grant

shall begin on the Effective Date and shall continue co-terminous with the

Agreement.




 




(b)                                 Maintenance

Term.  The term for Maintenance

Services shall begin upon the date Client first uses the License and shall

continue co-terminous with the Agreement.




3.             License.




 




(a)                                  Fiserv

agrees to furnish the Software System to Client and does hereby grant to Client

a personal, non-exclusive, nontransferable License to Use the Software System

at the Location on the designated Computer System and on the number of

workstations shown on the Exhibits and Attachments for the Term of this

Agreement.




 




(b)                                 Client

may change the Location in the event Client transfers its data processing

department to a new location within the same country.  Client will provide Fiserv with 60 days advance notice of any

proposed transfer of operations. 

Assistance by Fiserv related to the transfer shall be chargeable at the

Fiserv then current professional service rates.  Client shall reimburse Fiserv for any travel and living expenses

associated with such assistance by Fiserv related to such transfer.




 




(c)                                  Fiserv

prohibits the copying of any portions of the Software System except that Client

may copy reasonable quantities of any standard end user documentation; and may

copy machine language code, in whole or in part, in reasonable quantities, in

printed or electronic form, for use by Client at the Location for archive,

back-up, or emergency restart purposes, or to replace copy made on defective

media.  The original, and any copies of

the Software, or any part thereof, shall be the property of Fiserv.




 




(d)                                 Client

shall maintain and use any such copies and the original at the Location and one

Client archive site in the same country and one disaster recovery site, if

applicable.  Client may transport or

transmit a copy of the Software System from the Location or the Archive Site to

another location in the same country as the Location for back-up use when

required by Computer System malfunction, provided that the copy or original is

destroyed or returned to the Location or Archive Site when the malfunction is

corrected.  Client shall reproduce and

include the Fiserv copyright and other proprietary notices on all copies, in

whole or in part, in any form, of the Software System made as specified herein.




 




(e)                                  Client

shall not decompile, disassemble, or otherwise reverse engineer the Software

System.




 




(f)                                    Third

Party Software is provided to Client under the following supplemental terms:




 




(i)                                     Use

of Third Party Software shall be restricted to use as part of the Software

System.




 




(ii)                                  Fiserv

and Third Party Software owners shall not be liable for any damages, whether

direct, indirect, incidental, or consequential arising from the use of the

Third Party Software.




 




(iii)                               Publication

of benchmark tests of Third Party Software is permitted only in a writing

signed by an authorized officer of Fiserv and the Third Party Software owner.




 




(iv)                              Third

Party Software owners are hereby designated as third party beneficiaries of

this License and Service Agreement as it relates to their software.




 




(v)                                 Third

Party Software is not specifically developed, or licensed for use in any

nuclear, aviation, mass transit, or medical application or in any inherently

dangerous applications.  Third Party

Software owners and Fiserv shall not be liable for any claims or damages

arising from such use if Client uses the Software System for such applications.




 




34





























 




(g)                                 Client

shall obtain and maintain at its own expense such data processing and

communications equipment and supplies as may be necessary or appropriate to

facilitate the proper use of the Software System.  Any equipment obtained through Fiserv under this Agreement shall

be obtained in accordance with Exhibit E.




 




4.             Maintenance

Services Terms.




 




(a)                                  Fiserv

will provide the following maintenance services to Client:




 




(i)                                     Telephone

support for reasonable operator support will be provided at the Fiserv then

standard Professional Service Fees.




 




(ii)                                  On-site

support, when requested by Client, will be provided at the Fiserv then standard

Professional Service Fees.




 




(iii)                               Software

program fixes to correct Software Non-conformities for the current and most

recently superceded releases will be provided within a reasonable period of

time upon notice by Client.  Client

agrees to provide Fiserv with reasonable assistance and information in

connection therewith.




 




(iv)                              Software

updates will be provided to Client. 

Upon Client request, Fiserv will install such updates at the Fiserv then

standard Professional Service Fees.




 




(v)                                 Training

for updates may be offered to Client at the Fiserv standard Professional

Service Fees.  If such training is

conducted at the Location or other Client site, Client agrees to reimburse

Fiserv for its reasonable travel and out-of-pocket expenses.




 




(b)                                 Fiserv

may utilize remote diagnostic software and dial-up telephone lines in providing

these services.  Client shall cooperate

and assist Fiserv to expedite resolution of all Non-conformities.




 




(c)                                  Should

the Fiserv review of a Non-conformity indicate that the Non-conformity is a

software defect, Fiserv shall use commercially reasonable efforts to make

corrections and will provide a plan, including dates, for correction of any

such Non-conformity.  In the event

Fiserv is unable to correct a Non-conformity to the Client’s satisfaction and

Client elects to discontinue use of the System as a direct result of the error

only, Fiserv will refund the purchase price of the System minus [***] for each year Client has used the

System.




 




(d)                                 Should

the Fiserv review of the Non-conformity indicate, in Fiserv’s reasonable

opinion, that the reported problem is not a defect in the Software but is due

to other problems including, but not limited to, input not in accordance with

specifications, Client’s abuse or misuse of the Software System, or by a

modification or addition to the Software System not performed by Fiserv, or by

Client’s failure to properly maintain the Computer System or to install the

required system software release as instructed by Fiserv, then.




 




(i)                                     Client

agrees to reimburse Fiserv for the related costs of work performed by Fiserv in

investigating the problem at the Fiserv then standard Professional Service

Fees, and




 




(ii)                                  Fiserv,

at Client’s request, shall advise Client whether Fiserv can correct or assist

in resolving such problem, and the terms under which Fiserv shall undertake the

same.  Upon written acceptance by

Client, Fiserv shall correct or assist in resolving the problem in accordance

with such terms.




 




(e)                                  Maintenance

Fees shall be subject to annual increases no greater than [***] and shall also be subject to increase

following delivery of Enhancements, new versions of, or modifications or

additions to the Software System, and changes in the Computer System.  Increases in maintenance due to the delivery

of Enhancements, modifications or additions to the Software System and changes

in the Computer System shall reasonably relate to the scope and scale of the

Enhancement, modification, addition, or change.




 




(f)                                    Network-related

problems are not covered under the Fiserv Maintenance Service.  In the event Fiserv does provide such

service, Client agrees to pay the Fiserv then standard Professional Service

Fees.




 




(g)                                 Maintenance

services in addition to those specified in this Section may be made available

at the Fiserv then standard Professional Service Fees on a mutually agreed

schedule.




 




5.                                       Support.  Fiserv agrees it is obligated to maintain

support.




 




6.                                       Use

of and Rights to the Fiserv Work Product. 

All information, reports, studies, object or source code, flow charts,

diagrams, and other tangible or intangible material of any nature whatsoever

produced by or as a result of any of the services performed hereunder by Fiserv

or jointly with Client, shall be the sole and exclusive property of Fiserv or

its corporate parent.  Client shall be

entitled to Use all such work product produced by Fiserv in accordance with the

terms and conditions of this License and Service Agreement.  Notwithstanding the foregoing, in no event

shall Fiserv be deemed to own any Client Confidential Information or other data

relating to Client or its customers.




 




35





























 




7.                                       Delivery

and Acceptance.  Fiserv agrees to

deliver the Software System and Hardware to the Location indicated by

Client.  The Software System and

Hardware shall be deemed accepted by Client once Fiserv has provided

certification by the manufacturer or Fiserv of the Computer System’s

operability and Client has agreed to such acceptance, which will not be

unreasonably withheld.




 




8.                                       Payment.




 




(a)                                  The

License, Support Services, and Maintenance charges applicable to each Licensed

Program are specified in the Exhibits and Attachments.




 




(b)                                 The

Total License Fee shall be invoiced upon execution of this Agreement or a

Purchase Order, depending upon the timing and intent to purchase.




 




(c)                                  Maintenance

and Support Services charges shall be invoiced 30 days in advance of each

Maintenance or Support Services fee period. 

Initial Fees are prorated and billed for the current calendar year at

the time of purchase.  Annual fees for

subsequent years are due annually in December for the upcoming period covered.




 




(d)                                 Professional

Services Fees shall be invoiced upon execution of the License Agreement or

Purchase Order, depending upon the timing and intent to purchase, and in

accordance with the terms and conditions specified in the Exhibits and

Attachments.




 




(e)                                  Client

is licensed to operate the Licensed Program(s) for the number of workstations

shown on the Exhibits and Attachments. 

If Client adds workstations, the parties will complete an additional

Attachment to reflect the upgraded license and support services charges.




 




(f)                                    Client

agrees to pay the actual and reasonable travel and living expenses of any

employees of Fiserv and its contractors who render services at either the

Location or any other Client site in connection with the activities described

in this Exhibit.  All expenses shall be

itemized on invoices submitted by Fiserv.




 




(g)                                 Any

shipping or telecommunications charges required for the implementation or

maintenance of Licensed Software or Services are the responsibility of the Client.




 




9.                                       Rescheduling.  If Client is unable to provide access to

required facilities or personnel or is unable to meet its tasks assigned to it

in a timely manner, Fiserv will try to reschedule tasks to minimize the

non-productive time arising.  All such

non-productive time is chargeable to Client. 

If such non-productive time is expected to be significant, Fiserv will

try to reassign its personnel to other suitable work.  In such event, Client will not be charged for the time personnel

were reassigned.  If Client provides 30

days written notice of its intent to reschedule tasks, Client shall not be

billed a fee for non-productive time.




 




10.                                 Warranties.  Fiserv warrants that the Software will

perform in accordance with its functional specifications when operated in the

specified operating environment as described in the Documentation.  Fiserv will provide replacements or

corrections to the Software that does not so perform where such failure is

material, provided Fiserv is notified in writing.  This warranty shall not apply if the problem is caused by

unauthorized modification to the Software System, use of the Software System in

combination with non-Fiserv provided software, or by incorrect Use.  Client acknowledges that the Software System

is designed to operate on the Computer System and that the warranties given by

Fiserv are conditional upon the procurement and maintenance by Client of the

Computer System in accordance with the then current specified

configuration.  Fiserv agrees to pass

through any warranties to Third Party Software and/or hardware to Client.




 




THE WARRANTIES STATED ABOVE ARE LIMITED WARRANTIES AND

ARE THE ONLY WARRANTIES MADE BY FISERV. 

FISERV DOES NOT MAKE, AND CLIENT HEREBY EXPRESSLY WAIVES, ALL OTHER

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THE STATED EXPRESS WARRANTIES ARE IN LIEU OF

ALL LIABILITIES OR OBLIGATIONS OF FISERV FOR DAMAGES ARISING OUT OF OR IN

CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SOFTWARE SYSTEM.




 




11.                                 Indemnity.




 




(a)                                  Fiserv

shall indemnify Client and hold it harmless against any claim or action that

alleges that the use of the Fiserv System infringes any patent, copyright, or

other proprietary right of a third party enforceable in the United States.  Client agrees to notify Fiserv promptly of

any such claim and grants to Fiserv the sole right to control the defense and

disposition of all such claims.  Client

shall provide Fiserv with reasonable cooperation and assistance in the defense

of any such claim.




 




36





























 




(b)                                 If,

as a result of any claim or action alleging Use of the Software infringes a

patent, copyright, or other proprietary right of a third party enforceable in

the Location, Fiserv or Client is permanently enjoined from using the Software

by a final, non-appealable decree, Fiserv, at its sole option and expense, may

(i) procure for Client the right to continue to use the Software or (ii)

provide a replacement or modification for the Software so as to settle such

claim.  If none of the foregoing options

are reasonably practical and 

modification of the Software is also not reasonably practical in

Fiserv’s sole opinion, Fiserv shall discontinue and terminate this License upon

written notice to Client and shall refund to Client all license fees paid to

Fiserv under this Agreement.  In making

this determination, Fiserv will give due consideration to all factors,

including financial expense and will use its best efforts to procure for the

Client the right to continue to use the software.




 




(c)                                  Fiserv

shall have no liability for any claim based upon (i) use of any part of the

Software System in combination with materials or software not provided by

Fiserv; or (ii) modifications made by Client or any Third Party.




12.                                 Title.




 




(a)                                  Nothing

in this License and Service Agreement shall convey to Client any title to or

any rights in the Software System, including but not limited to all proprietary

rights or ownership of any modifications. 

Client’s sole right in relation to the Software System or any

modification is Use of the same in accordance with the terms and conditions of

this License and Service Agreement.




 




(b)                                 The

Software System and all modifications, enhancements, or upgrades made thereto,

and all patents, copyrights, or other proprietary rights related to each of the

above are the sole and exclusive property of Fiserv or its suppliers, whether

made by Fiserv, Client, or any of their employees or agents.  Client shall execute documents reasonably

required by Fiserv to perfect such rights.




 




13.           Non-Disclosure.




 




(a)                                  Upon

prior notification by Fiserv, Client shall permit the Fiserv authorized

representatives at all reasonable times during Client’s normal hours of

operation to audit Client’s Use at the Location to determine that the

provisions of this Exhibit are being faithfully performed.  For that purpose, Fiserv shall be entitled

to enter into any of Client’s premises and Client hereby irrevocably grants

authority to Fiserv and authorized representative to enter such premises for

such purpose.  Any such audit shall be conducted

in such a manner as to minimize the disruption to Client’s business and/or the

Use of the Software System.




 




(b)                                 Client

shall promptly notify Fiserv if it becomes aware of any breach of confidence

relating to the Software System or other Fiserv proprietary information and

give Fiserv all reasonable assistance in connection with the Fiserv

investigation of same.




 




14.                                 Termination.  If the defaulting party has not cured an

event of default described in Section 15 below 

within 60 days of receipt of a written notice from the non-defaulting

party stating, with particularity and in reasonable detail, the nature of the

claimed default, the non-defaulting party may terminate this Licensing

Agreement.  Upon termination, Client

shall deliver the Licensed Program(s) and all related materials at Client’s

expense, to a location designated by Fiserv. 

Client shall certify to Fiserv in writing that the Licensed Program(s)

is not in use and after termination, Fiserv shall have no further obligation to

the Client.




 




15.                                 Default.

Client agrees that, upon the occurrence of any actual or threatened breach by

Client of the restrictions upon the use, sale, transfer, or disclosure of the

Licensed Program(s), Fiserv will suffer irreparable harm, that monetary damages

alone shall not be a sufficient remedy, and that Fiserv shall be entitled to

injunctive or other equitable relief as may be deemed proper or necessary by a

court of competent jurisdiction, in addition to Fiserv’s other rights herein.




 




37





























 




Exhibit F-1 InformEnt®

License and Service Agreement




 




Client agrees with Fiserv

as follows:




 




1.                                       Professional

Services Terms.




 




(a)                                  Professional

Services Fees.  Fiserv agrees to

provide Client with access to the Fiserv professional personnel at the rates

identified in the Professional Services Fee table in Schedule 2 and in

accordance with the terms and conditions set forth herein.




 




(b)                                 Business

Requirements List.  Client shall

provide Fiserv with all necessary information concerning Client’s

requirements.  Fiserv shall review and

suggest revisions to such Business Requirements List on a timely basis.  The parties shall mutually agree in writing

the final Business Requirements List for any such project.




 




(c)                                  Functional

Specifications.  Any modifications

to the Software or other professional service deliverables shall be based on

specifications created by Fiserv and approved by Client as provided below:




 




(i)                                     Fiserv

shall develop Functional Specifications based on the Business Requirements List

for Client’s written approval.  Fiserv

shall not be obligated to perform any further development work until the

Functional Specifications are approved in writing by Client, which approval

shall not be unreasonably withheld or unduly delayed.




 




(ii)                                  Modifications,

changes, enhancements, conversions, upgrades, or additions to the agreed upon

work shall be added only upon mutual written agreement.  In the event the parties agree to add any

such items, the Functional Specifications and applicable Project Plan shall

automatically be modified to the extent necessary to allow for the

implementation or provision of the items.




 




(d)                                 Project

Plan.  Fiserv shall develop a

Project Plan for each modification to the Software or other professional

service deliverables based on the Functional Specifications.  Each such Project Plan shall contain a

listing of the nature and timing of tasks for the project, some of which are to

be performed by Fiserv and some by Client. 

Modifications and changes to the Project Plan shall be only by mutual

written agreement of the parties.




 




(e)                                  Acceptance.  The Software modifications shall be deemed

accepted by Client by the live operation and use of the modified Software in

Client’s business for a period of [***],

unless Client has notified Fiserv of Non-conformities as provided below.  Client agrees promptly to notify Fiserv in

writing (and with reasonable particularity) upon conclusion of the acceptance

test or earlier upon discovery of any specification Non-conformities disclosed

by such testing or use.  Fiserv shall

correct any specification Non-conformities disclosed by such testing without

further charge to Client within a reasonable time of Client’s notice for

Fiserv-developed Software modifications.




 




(f)                                    Operational

Support. Fiserv will provide Operational Support at the rates specified in

Schedule 2. Operational Support may include the following services:




 




(i)                                     Server

System Administration




 




(ii)                                  Database

Administration




 




(iii)                               InformEnt

Administration




 




2.                                       Performance.




 




(a)                                  Client

shall give Fiserv full access to the Location, the Software System, and the

Computer System to enable Fiserv to provide Services and shall make available

information, facilities, and services reasonably required by Fiserv for the

performance of its obligations under this Exhibit, subject to Client’s security

policies and procedures.




 




(b)                                 Work

in determining the nature of any problem or in making corrections, amendments,

or additions to the Software System may be carried out at the Fiserv site or at

the Location at the discretion of Fiserv.




 




(c)                                  Client

agrees to maintain the Computer System, Software System, and Third Party

Software in accordance with the Fiserv then current specified minimum

configuration during the term of this Agreement, or contract with Fiserv to so

provide.




 




38





























 




Schedule 1:  Software System and Documentation




 




1.                                       Software.




 




(a)                                  Financial

Services Model Full-Use Server Software




 




(b)                                 Warehouse

Architect Run-Time Server Software




 




(c)                                  Warehouse

Process Manager Run-Time Server Software




 




(d)                                 Process

Manager Scheduler Bundle Server Software




 




(e)                                  PowerShare

Client Software




 




(f)                                    KnowledgeShare

Client Software




 




(g)                                 Financial

Management Business Application




 




(h)                                 Customer

Data Quality Suite Business Application




 




2.                                       Documentation.  InformEnt User Manuals and Windows Help

files.




 




3.                                       Location.




 




CompassBank




One Compass Place




New Bedford, MA 

02740




508-984-6180




 




4.                                       Third

Party Software.




 




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

Concurrent Ports




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




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

Specific




 




39





























 




Schedule 2:  Fees and Charges




 




1.                                       Software

Fee.




 




(a)                                  Client

Software.  Client may take ownership

of Client Software licenses as required, and license invoicing will occur based

upon ownership.




 




	

  InformEnt Client Module


  	

   


  	

  User Type


  	

   


  	

  License Type


  	

   


  	

  Quantity


  	

   


  	

  Unit License


  	

   


  	

  Extended


  License


  	

   


  
	

  PowerShare


  	

   


  	

  Admin


  	

   


  	

  Per Client Seat


  	

   


  	

  2


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  PowerShare


  	

   


  	

  Steward


  	

   


  	

  Per Client Seat


  	

   


  	

  3


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  KnowledgeShare


  	

   


  	

  Author


  	

   


  	

  Per Client Seat


  	

   


  	

  0


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  KnowledgeShare (Requires PMWS)


  	

   


  	

  Analyzer


  	

   


  	

  Per Client Seat


  	

   


  	

  15


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  KnowledgeShare (Requires PMWS)


  	

   


  	

  Viewer


  	

   


  	

  Per Client Seat


  	

   


  	

  30


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Total


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  50


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  





 




(b)                                 Server

Software.




 




	

  InformEnt Server Module


  	

   


  	

  User Type


  	

   


  	

  License Type


  	

   


  	

  Quantity


  	

   


  	

  Unit License


  	

   


  	

  Extended


  License


  	

   


  
	

  Financial

  Services Model


  	

   


  	

  Base


  	

   


  	

  Per WP Server


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Process Manager

  Scheduler Bundle


  	

   


  	

  Base & Browser

  Scheduler


  	

   


  	

  Per Server


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Total


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  





 




(c)                                  Business

Applications.




 




	

  InformEnt

  Business


  Application


  	

   


  	

  Prerequisite


  	

   


  	

  License Type


  	

   


  	

  License Fee


  	

   


  
	

  Financial

  Management


  	

   


  	

  KnowledgeShare, [***]


  	

   


  	

  Per InformEnt Site


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Customer Data Quality


  	

   


  	

  COS

  Financial Services Data Model


  	

   


  	

  Per

  InformEnt Site


  	

   


  	

  $


  	

  [***]


  	

   


  





 




(i)                                     Customer

Data Quality Suite.  Client shall be

subject to annual volume audit adjustments based on increases in Client’s

number of active customers. An active customer is defined as any unique name

and address record for either a Client’s customer, prospect or legal entity

stored in Client’s InformEnt that is associated with one or more active product

accounts or is an active primary customer. 

The Client’s initial Base

Account volumes shall be defined as [***]

active customers.  Upon

completion of each calendar year where Client has not terminated use of the

Customer Data Quality Suite, Fiserv shall complete an audit to determine the

Client’s applicable net increase in active customers as stored in the InformEnt

Data Warehouse as of the then-current year-end to Client’s Base account

volumes.  As the number of active customers grows into the next range

band, payment is required for the net difference between the new range fee as

identified during annual audit process and total license fees




 




40





























 




previously

paid.  Initial license

fees for above Software will be invoiced upon execution of this Agreement.  License fees terms for future purchases of

above Software at Fiserv’s then current prices will be invoiced upon written

request by to Fiserv from Client.  The

Customer Data Cleansing suite software license fee is based upon band ranges of

active customer records.




 








	

  Client
Active Customers


  	

   


  	

  One-time
License Fee


  	

   


  
	

  [***] – [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***] – [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***] – [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***] – [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  










 




2.             Third Party

Software Fees.




 




	

  Third Party Software Module


  	

   


  	

  License Type


  	

   


  	

  Qty


  	

   


  	

  Unit License


  	

   


  	

  Extended


  License


  	

   


  
	

  [***] Spreadsheet Toolkit


  	

   


  	

  Per

  Run-time [***] Client


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***] Client – RT COS


  	

   


  	

  5

  Run-time Concurrent Ports


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***], Processor License, Application Specific


  	

   


  	

  Per

  Processor, Standard Edition, Application Specific


  	

   


  	

  2


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Total Third-Party Software


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  





 




3.                                       Professional

Services Fees.




 




(a)                                  Implementation.  The deployment fee is $[***] for the specific Services described

below.  Should the scope of the project

change or additional services be requested and documented in the InformEnt

Business Requirements List, Fiserv shall notify Client of the change in scope

and the associated fees.  Client will be

required to sign-off on all changes before work commences.  Actual and reasonable travel and living

expenses shall be invoiced as incurred. 

Deployment fees are payable on a monthly basis as services are

provided.  The deployment fees include

the following deliverables:




 




(i)                                     Project

administration and management




 




(ii)                                  Hardware

and software platform configuration, installation and testing




 




(iii)                               Deployment

and validation of existing core source mappings




 




(iv)                              Training

on the standard features and capabilities of the InformEnt Knowledge Management

solution




 




(v)                                 Install,

test, train and consult with Client on the COS Data Warehouse Customer Data

Quality and Financial Management business applications to provide end user

accepted solution results




 




(vi)                              Customer

Data Quality Suite discovery session to document Client’s customer cleansing

and consolidation requirements, and deploy and test the standard customer

cleansing and consolidation rules




 




(vii)                           InformEnt

Process Manager Operational Schedule development.




 




(b)                                 Other

Professional Services.  The

following tables represent the Fiserv Professional Services Fees in hourly

increments for professional services available to Client.  Client may request professional services for

short- term projects or for long term monthly and annual commitments based on

60 days advance notice.  The




 




41





























 




rates quoted in the table will be valid for three

months from the Effective Date. 

Thereafter, the rates will be subject to change by Fiserv on one-month’s

notice.




 




	

  Resource


  	

   


  	

  Responsibility


  	

   


  	

  Hourly Fee


  	

   


  
	

  Consultant/ Model Manager


  	

   


  	

  Information analysis, database

  development, Knowledge Object creation, solution and application

  implementation and training.


  	

   


  	

  $


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Database Administrator


  	

   


  	

  Table creation and loading,

  metadata maintenance, installation of new releases, database tuning and

  support, testing and training.


  	

   


  	

  $


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Project Manager


  	

   


  	

  Management of professional

  services projects and training.


  	

   


  	

  $


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Server Administrator/ Integrator


  	

   


  	

  InformEnt server

  administration including disk and memory management, performance monitoring,

  security, operating system parameters, network and hardware

  design/integration, system certification and training.


  	

   


  	

  $


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Database/ Extract Programmer


  	

   


  	

  Information/data design and

  analysis, creation of mapping rules, writing and execution of scripts,

  testing and training.


  	

   


  	

  $


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Information Analyst


  	

   


  	

  Information/data mapping,

  defining and documenting usage requirements, validation, testing and

  training.


  	

   


  	

  $


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Systems Administration


  	

   


  	

  Systems Administration for

  Operational Support


  	

   


  	

  $


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Operational Support


  	

   


  	

  Dedicated daily support of

  InformEnt


  	

   


  	

  $


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Help Desk


  	

   


  	

  Telephone support over [***] hours per month


  	

   


  	

  $


  	

  [***]


  	

   


  





 




4.                                       Maintenance

Fees.




 




(a)                                  InformEnt.  Fees for telephone support rendered will be

invoiced at the Hourly Rates listed herein. 

Client may take ownership of Client Software licenses as required, and

invoicing of associated maintenance will occur based upon ownership.




 




	

  InformEnt Client Module


  	

   


  	

  User Type


  	

   


  	

  License Type


  	

   


  	

  Quantity


  	

   


  	

  Unit Annual


  Maint.


  	

   


  	

  Extended


  Annual


  Maint.


  	

   


  
	

  PowerShare


  	

   


  	

  Admin


  	

   


  	

  Per

  Client Seat


  	

   


  	

  2


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $[***]


  	

   


  
	

  PowerShare


  	

   


  	

  Steward


  	

   


  	

  Per

  Client Seat


  	

   


  	

  3


  	

   


  	

  $[***]


  	

   


  	

  $[***]


  	

   


  
	

  KnowledgeShare


  	

   


  	

  Author


  	

   


  	

  Per

  Client Seat


  	

   


  	

  0


  	

   


  	

  $[***]


  	

   


  	

  $[***]


  	

   


  
	

  KnowledgeShare


  	

   


  	

  Analyzer


  	

   


  	

  Per

  Client Seat


  	

   


  	

  15


  	

   


  	

  $[***]


  	

   


  	

  $[***]


  	

   


  
	

  KnowledgeShare


  	

   


  	

  Viewer


  	

   


  	

  Per

  Client Seat


  	

   


  	

  30


  	

   


  	

  $[***]


  	

   


  	

  $[***]


  	

   


  
	

  Total


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  50


  	

   


  	

   


  	

   


  	

  $[***]


  	

   


  
													





 




42





























 




	

  InformEnt Server Module


  	

   


  	

  User Type


  	

   


  	

  License Type


  	

   


  	

  Quantity


  	

   


  	

  Unit 


  Annual


  Maint.


  	

   


  	

  Extended


  Annual


  Maint.


  	

   


  
	

  Financial

  Services Model


  	

   


  	

  Base


  	

   


  	

  Per WP Server


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Process Manager

  Scheduler Bundle


  	

   


  	

  Base & Browser

  Scheduler


  	

   


  	

  Per Server


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Total


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  





 








	

  InformEnt

  Business


  Application


  	

   


  	

  Prerequisite


  	

   


  	

  Annual


  Maintenance


  	

   


  
	

  Financial

  Management


  	

   


  	

  KnowledgeShare, [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Customer Data

  Quality Suite


  	

   


  	

  COS Financial Data

  Service Model


  	

   


  	

  $


  	

  [***]


  	

   


  










 




(i)                                     Customer

Data Quality Suite.  Client shall be

subject to annual volume audit adjustments based on increases in Client’s

number of active customers. An active customer is defined as any unique name

and address record for either a Client’s customer, prospect or legal entity

stored in Client’s InformEnt that is associated with one or more active product

accounts or is an active primary customer. 

The Client’s initial Base Account volumes shall be defined as [***] active customers.  Upon completion of each calendar year where

Client has not terminated use of the Customer Data Quality Suite, Fiserv shall

complete an audit to determine the Client’s applicable net increase in active

customers as stored in the InformEnt Data Warehouse as of the then-current

year-end to Client’s Base account volumes. 

As the number of active

customers grows into the next range band, payment for the prior year is

required for the net difference between the new range fee as identified during

annual audit process and annual maintenance fee previously paid.   The Customer Data  Quality Suite annual maintenance fee is based upon band ranges of

active customer records.




 








	

  Client
Active Customers


  	

   


  	

  Annual


  Maintenance


  	

   


  
	

  [***] – [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***] – [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***] – [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***]–  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  










 




43





























 




(b)                                 Third

Party.  Any increase in fees for

third party maintenance may result in an increase in fee to Client.




 




	

  Third Party Software Module


  	

   


  	

  License Type


  	

   


  	

  Qty


  	

   


  	

  Unit 


  Annual


  Maint.


  	

   


  	

  Extended 


  Annual


  Maint.


  	

   


  
	

  [***] Client – RT COS


  	

   


  	

  5

  Run-time Concurrent Ports


  	

   


  	

  1


  	

   


  	

  $[***]


  	

   


  	

  $[***]


  	

   


  
	

  [***] Spreadsheet Toolkit


  	

   


  	

  Per

  Run-time [***] Client


  	

   


  	

  1


  	

   


  	

  $[***]


  	

   


  	

  $[***]


  	

   


  
	

  [***] License, Application Specific


  	

   


  	

  Per

  Processor, Standard Edition, Application Specific


  	

   


  	

  2


  	

   


  	

  $[***]


  	

   


  	

  $[***]


  	

   


  
	

  Total Third-Party Software


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  $[***]


  	

   


  





 




44





























 




5.                                       Operational

Support.  Approximately 40 hours are

estimated for the monthly Operational Support of InformEnt as detailed in the

table below.  Based on an Operational

Support rate of $[***], the

estimated monthly Operational Support fee is $[***].  Actual hours will be invoiced to Client.




 




	

  Description


  	

   


  	

  Fiserv


  Monthly


  Hours


  	

   


  
	

  Job Flow Management & Monitoring (Load Production

  Support)


  	

   


  	

  25.0


  	

   


  
	

  Daily Process Manager schedule maintenance


  	

   


  	

   


  	

   


  
	

  File collection management from collection source(s)


  	

   


  	

   


  	

   


  
	

  Emergency/unscheduled change management


  	

   


  	

   


  	

   


  
	

  Daily performance analysis and reporting


  	

   


  	

   


  	

   


  
	

  Issue, action, and escalation management


  	

   


  	

   


  	

   


  
	

  Financial Services Model release management for production level

  changes & additions


  	

   


  	

   


  	

   


  
	

  Schedule modifications during model release implementation


  	

   


  	

   


  	

   


  
	

  Evaluation, implementation, and tuning of multi-loader processing


  	

   


  	

   


  	

   


  
	

  Analysis and troubleshooting of load times


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Change Control – Management & documentation of production

  schedule changes


  	

   


  	

  0.5


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Monitor Space Allocation


  	

   


  	

  6.0


  	

   


  
	

  Month end processing disk demands


  	

   


  	

   


  	

   


  
	

  Trend processing disk demands


  	

   


  	

   


  	

   


  
	

  Process Manager schedule item failures


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Review Database Audit Trail


  	

   


  	

  0.7


  	

   


  
	

  Review table data integrity


  	

   


  	

   


  	

   


  
	

  Monitor fluctuation in table sizes during daily, weekly, and monthly

  loads


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  System Backup — Manage changes in backup schedules on demand


  	

   


  	

  1.3


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Hardware Maintenance Coordination Dispatch


  	

   


  	

  0.7


  	

   


  
	

  Leverage third party support & maintenance agreements for operating

  systems, tape drives, & software on the server.


  	

   


  	

   


  	

   


  
	

  Coordinate service dispatch as needed


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Security Administration — Administer user ids & passwords for server

  operating systems, when necessary


  	

   


  	

  1.3


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Server Operating System Support


  	

   


  	

  3.7


  	

   


  
	

  Perform de-fragmentation maintenance on disk drives


  	

   


  	

   


  	

   


  
	

  Diagnose performance issues for CPU & memory utilization


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  System Reboot — Perform weekly warehouse server reboots &

  periodic reboots for other servers as needed


  	

   


  	

  0.8


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  Total Hours


  	

   


  	

  40.0


  	

   


  





 




45





























 




6.                                       Data

Collection.  Approximately 4,750

megabytes are estimated for the monthly data collection of InformEnt volumes as

detailed in the table below.  Based on a

per megabyte downloaded rate of $[***],

the estimated monthly Data Collection fee is estimated to be $[***].  

Fiserv will, however, cap the data collection fee at $[***] per month [***].  Beginning [***] and [***]

thereafter, Fiserv will adjust the cap as a percentage of actual growth in MB

of downloaded data.  In no event,

however, shall the increase exceed [***].




 




	

  Application


  	

   


  	

  Account 


  Volume


  	

   


  	

  Daily


  Collection


  Frequency


  	

   


  	

  Daily


  File (MB)


  	

   


  	

  Month-End


  File (MB)


  	

   


  	

  Total Mos.


  Data (MB)


  	

   


  
	

  Central Reference File (CIF)


  	

   


  	

  [***]


  	

   


  	

  1


  	

   


  	

  82.993


  	

   


  	

  282.1762


  	

   


  	

  365.1692


  	

   


  
	

  Commercial Loans


  	

   


  	

  [***]


  	

   


  	

  21


  	

   


  	

  0.209622


  	

   


  	

  0.7127148


  	

   


  	

  5.1147768


  	

   


  
	

  Demand Deposits


  	

   


  	

  [***]


  	

   


  	

  21


  	

   


  	

  135.5104658


  	

   


  	

  460.7355836


  	

   


  	

  3306.455364


  	

   


  
	

  General Ledger


  	

   


  	

  [***]


  	

   


  	

  21


  	

   


  	

  0.72335


  	

   


  	

  2.45939


  	

   


  	

  17.64974


  	

   


  
	

  Retail Loans


  	

   


  	

  [***]


  	

   


  	

  21


  	

   


  	

  28.4848275


  	

   


  	

  96.8484135


  	

   


  	

  695.029791


  	

   


  
	

  Mortgage Banking Loans


  	

   


  	

  [***]


  	

   


  	

  21


  	

   


  	

  2.335509


  	

   


  	

  7.9407306


  	

   


  	

  56.9864196


  	

   


  
	

  Time Deposits


  	

   


  	

  [***]


  	

   


  	

  21


  	

   


  	

  12.436463


  	

   


  	

  42.2839742


  	

   


  	

  303.4496972


  	

   


  
	

  Total Host Data


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  262.6932373


  	

   


  	

  893.1570067


  	

   


  	

  4,749.85


  	

   


  
	

  Rate Per MB Downloaded


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  [***]


  	

   


  
	

  Monthly Data Collection Fee


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  
													





 




46





























 




Exhibit F-2 – Fiserv

Account Sales and Teller System




 




The terms and conditions contained hereunder in Exhibit F-2 apply

specifically to the Fiserv Account Sales and Teller (FAST) software.




 




1.                                       Licensed

Program(s). The Licensed Program includes New Account Sales, Teller, and

Signature Display processing capabilities. 

In addition, the Licensed Program includes the FAST Consolidated

Reporting Module and standard mapped interface to the InformEnt Data Warehouse.  New Account Sales and Teller modules

interface to the Fiserv Deposit, Loan and Central Reference File

applications.  Use of and access to FAST

is permitted only from a workstation with a licensed copy of FAST.  Client shall be permitted to use the

Licensed Program(s) in all Client branches and offices and move the licensed

copies freely within its branches and offices.




 




2.                                       License

and Support Services Fees.  The

following table outlines the license and Support Services fee structure agreed

by the parties:




 




	

  Description


  	

   


  	

  # of


  Licenses


  	

   


  	

  Unit


  Fee


  	

   


  	

  Total


  License


  Fees


  	

   


  	

  Unit

  Annual


  Support


  Services Fee


  	

   


  	

  Total

  Annual 


  Support


  Services Fee


  	

   


  
	

  FAST Enterprise

  Site License


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Support Services

  Fee for Workstations exceeding [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  Enhanced

  Signature Display Option


  	

   


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  
																





 




(a)                                  FAST

is offered as an Enterprise Site License. 

Client may obtain unlimited number of additional workstation licenses at

no incremental licensing fee.




 




(b)                                 Annual

Support Services Fee for the Enterprise License is $[***] and includes [***]

workstations.  For each workstation over

[***], Client shall be billed

annually the $[***] Support

Services Fee plus $[***] per workstation

over [***].  The Support Services Fee is billed annually

in January.  Based on a 2003 Conversion

Date, the first annual audit to determine then current number of workstations

will be conducted at year end 2003 for January 2004 billing.




 




3.                                       Services.




 




(a)                                  Implementation.




 




(i)                                     Before

implementation begins, Client agrees to have the site, LAN and workstations

prepared for the FAST Project Manager. 

In the case of reasonably unforeseeable Client computing environment

problems, Client agrees to pay for additional services at the Fiserv then

current Professional Services rates (4 hour minimum).  Client shall ensure that its trainees have prior Windows training

and knowledge as a prerequisite for FAST Training.




 




(ii)                                  Fiserv

shall provide document and report customization training, consisting of the

creation of documents using [***]

and training for data field mapping using Bankers Systems, Inc. (BSI)

electronic forms for Deposit and IRA accounts. 

Fiserv will provide Client with BSI forms that have been pre-mapped.  Client will be responsible for reviewing

each document and making all necessary modifications to meet Client needs.  Client can select to use the pre-mapped

forms or use a new form.  Fiserv will

make other forms and reports that have been created by Fiserv available to

Client.  Fiserv shall provide Client

reasonable assistance with forms identification and creation during the

Conversion process.  Additional document

customization services beyond those described above shall be billed at the

Fiserv then current Professional Services rates.




 




(iii)                               Implementation

services for the initial conversion to the Licensed Software shall be

provided.  The services defined

hereunder are [***] identified in

Exhibit A herein.




 




A.                                   Project

Management from contract through live implementation




 




B.                                     Weekly

update calls with FAST Technical Support, the Fiserv network administration

team, and third party hardware vendor




 




C.                                     Project

planning / specification meeting onsite with sales and teller (each two days)




 




47





























 




D.                                    Documentation

class consisting of three to four days in Pittsburgh (includes [***] and BSI’s

E-Forms mapping)




 




E.                                      Training

performed at Client site if proper facility is available – 3 days FAST sales, 3

days FAST teller, two days technical, and 3 days FAST administration




 




F.                                      FAST

Technical onsite installation and configuration of FAST and [***] in training

room




 




G.                                     Software

customization which includes creation of sales product field display, linking

online product information, and creation of teller transaction set




 




H.                                    Onsite

conversion support – five days each for sales and teller




 




(b)                                 Support

Services.  Support Services include

telephone support for 2 Branch Automation Coordinators designated by Client,

during Fiserv business hours, as well as Licensed Program upgrades and related

host changes.  Support for Client FAST

users other than Client’s designated Branch Automation Coordinators shall be

billable to Client at the Fiserv then current Professional Services rates

(minimum 1⁄2 hour).




 




4.                                       Third

Party Software.




 




(a)                                  Required

Products.  The following third-party

software is required to effectively operate FAST: one copy of [***], [***],

and [***].  Also, one copy per workstation of Terminal

Emulation Software ([***] or [***]) and Internet Explorer from Microsoft

is required.   Client is required to

purchase third party software.




 




(b)                                 Optional

Products.  Banker Systems

Incorporated (BSI) electronic forms (E-Forms) for Deposit and IRA accounts is

optional.  Client will sign a separate

software license agreement with BSI.




 




5.             Hardware and

Software Specifications.




 




(a)                                  Hardware

Specifications.  The following are

the minimum hardware specifications to operate FAST in a networked environment:




 




(i)                                     Workstation.




 




A.                                   Pentium/500

MHz, 256 MB RAM, 150 MB hard disk available, SVGA monitor (800 x 600), mouse

keyboard for FAST Sales.




 




B.                                     Pentium/233

MHz, 64 MB RAM, 150 MB hard disk available, SVGA monitor (800 x 600), mouse

keyboard for FAST Teller running Windows 98.




 




(ii)                                  File

Server.  Pentium/500+MHz, 64 MB plus

3 MB per concurrent running workstation or per manufacturers requirements, 1 GB

hard drive (available), SVGA monitor (800 x 600), keyboard, mouse.  Additional hard drive resources may be

required depending on the transaction volume and history retention

requirements.




 




(iii)                               Communications

Server.  Pentium/500+MHz, 64 MB RAM,

500 MB fixed disk available (mirrored drives recommended), SVGA color monitor

(800 x 600), keyboard, mouse.




 




(iv)                              Printers.  Validation Printers:  Addmaster IJ1000, IJ3160 serial interface

only, Epson TM-U375 serial or parallel interfaces; Passbook Printers:  NCR 5223, IBM 4722 (parallel attached only),

Craden DP-6; Laser Printers:  HP

LaserJet Series III (or higher), PCL5 support is required for printing Bankers

Systems E-Forms; Impact Matrix Printers: any printer with a Windows driver




 




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




 




(b)                                 Software

Specifications.  The following

software specifications are required:




 




(i)                                     Workstation.  Operating System: Windows 95, 98, 2000 or

Windows NT; 3270 Emulation Software: [***]

or [***].




 




(ii)                                  File

Server.  [***].




 




(iii)                               Communications

Server.  [***].




 




(c)                                  Configuration

Changes.  The hardware and software

specifications are subject to change based on enhancements to the Licensed

Program or a required third party system.




 




48





























 




Exhibit F-3 — Customer

Service and Call-center Solution




 




The terms and conditions contained hereunder in Exhibit F-2 apply

specifically to the Customer Service and Call-center Solution (CSCS) software.




 




1.                                       Licensed

Program(s).  The Licensed Program

includes  Customer

Service and Call-center Solution (CSCS) for WindowsTM.  Use of and access to CSCS is permitted only

from a workstation with a licensed copy of CSCS.  Client shall be permitted to use the Licensed Program(s) in all

Client branches and offices and move the licensed copies freely within its

branches and offices.




 




2.                                       License

and Support Services Fees.  The

following table outlines the license and Support Services fee structure agreed

by the parties.   




 




	

  Description


  	

   


  	

  # of


  Licenses


  	

   


  	

  Unit


  Fee


  	

   


  	

  Total 


  License 


  Fee


  	

   


  	

  Unit


  Annual


  Support


  Services


  Fee


  	

   


  	

  Total 


  Annual 


  Support 


  Services 


  Fee


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  $


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Total


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  
																	





 




(a)                                  Client

shall purchase an Enterprise site license of CSCS.  Client may use an [***]

number of licenses at any site, including affiliates processing on the Fiserv

Custom Outsourcing Solution.  The

Enterprise license includes both the Inbound Module and the Sales Generator

Module.




 




(b)                                 Client

shall be billed $[***] of the

license fee upon contract execution, $[***]iIn

July 2003, and $[***] in July

2004.




 




(c)                                  The

Support Services fee is billed annually in January.  Based on a [***]

Conversion Date, first year’s Annual Support Services fee will be billed at

conversion and will be [***] the

quoted fee or $[***].  In [***],

Fiserv shall invoice Client for the [***]

year’s Annual Support Services fee at [***]

the quoted Annual Support Services Fee, or $[***].  Beginning in [***], the [***]

Annual Support Services fee shall be invoiced.




 




3.                                       Implementation

Services and Fees.




 




(a)                                  Implementation

Services.  Fiserv shall provide the

following implementation services:




 




(i)                                     Dedicated

Product Specialist to manage the complete project.  Development of a customized Implementation Task Plan created and

maintained throughout the implementation. 

Coordination of Fiserv resources and periodic conference calls with

client and any third party provider, to review and discuss the implementation.




 




(ii)                                  Provide

a customized database server hardware configuration recommendation.




 




(iii)                               Two

days on-site installation and configuration of the [***] Database, CSCS and AHDE Application software by a

Database Technician.




 




(iv)                              Technical

training for the Clients PC Support group, including installation of CSCS on

the desktop.




 




(v)                                 Systems

training on the CSCS Security Manager Module with training manuals.




 




(vi)                              System

training on the CSCS Inbound Module with training manuals. Application training

by a Product Specialist using a train-the-trainer approach.




 




(vii)                           Workflow

design training, workflow documentation review sessions and consultation

throughout the implementation process.




 




(viii)                        Before

implementation begins, Client agrees to have the site, LAN and workstations

prepared for the Database Technician and Product Specialist.  In the case of reasonably unforeseeable

Client computing environment problems, Client agrees to pay for additional

services at the Fiserv then current




 




49





























 




Professional Services rates (4 hour minimum).  Client shall ensure that its trainees have

prior Windows training and knowledge as a prerequisite for CSCS Training.




 




(b)                                 Implementation

Services Fee.  The Implementation

Services Fees for CSCS for WindowsTM  Inbound Module is $[***];

CSCS Sales Generator is $[***];

and [***] is $[***].   

Fiserv shall also bill Client for all out-of-pocket expenses incurred.




 




4.                                       Support

Services.  Support Services

includes:




 




(a)                                  Telephone

Support.  Telephone support is

available for 2 CSCS System Coordinators designated by Client, during normal

business hours.  Dial in access is

required for certain support services and will be subject to Client’s security

policies and procedures.  If dial in

access is denied by Client and telephone assistance is required, there will be

a $[***] per hour charge.




 




(b)                                 Licensed

Program Upgrades.  Client will

receive all Licensed Program upgrades or updates including host related changes

without additional charge.




 




(c)                                  Application

Optimization Review Sessions.  A

senior Project Consultant will conduct a 2-day visit, two times per year at

times reasonably convenient for Client. 

The Consultant reviews how the CSCS suite of products is being utilized

at the Client site(s). During the review the Consultant:




 




(i)                                     Evaluates

current use of system for maximum efficiency.




 




(ii)                                  Assesses

usage of host systems or other interfacing applications




 




(iii)                               Provides

recommendations to help the Client more efficiently meet sales and service

objectives.




 




(iv)                              After

each on-site review, the Client will receive a report outlining the Fiserv

recommendations on how to achieve maximum benefit from the CSCS suite of

products.




 




(d)                                 CSCS

Relationship Manager.  The CSCS

Relationship Manager serves as a facilitator to handle the Clients critical

issues and provides direct channel to work toward the Clients strategic

objectives. The CSCS Relationship Manager will:




 




(i)                                     Schedules

regular contact and on-site meetings to discuss CSCS development activities and

product direction.




 




(ii)                                  Provides

a forum to discuss the Clients strategic initiatives and Customer Relationship

Management (CRM) goals.




 




(iii)                               Evaluates

application reports and provide follow-up recommendations in an effort to help

the Client set objectives toward optimal use of the system.




 




(iv)                              Serves

as an escalation point for service-driven issues




 




(v)                                 Presents

opportunities to participate in benchmark studies, comparing performance of

similar organizations.




 




5.                                       Third

Party Hardware and Software.




 




(a)                                  Required

Software.  One copy per workstation

of [***] is required to

effectively run this software.  Client

is required to obtain the version of each third party software system support

by Fiserv.  Terminal emulation software

currently supported are [***].  One copy of [***] is required for [***].




 




(b)                                 Optional

Software.  Internet Explorer by Microsoft

to access the internet or intranet.




 




6.                                       Third

Party Hardware.  Client shall

purchase directly from third party or contract with Fiserv to purchase a

dedicated Database Server with a minimum configuration as described in 7(a)(iv)

hereto.




 




7.                                       Hardware

and Software Specifications.




 




(a)                                  Hardware

Specifications.  The following are

the minimum hardware specifications to operate CSCS in a networked environment:




 




(i)                                     Workstation.  Pentium/500 MHz, 256 MB RAM, 150 MB hard

disk available, SVGA monitor (800 x 600), mouse keyboard.




 




(ii)                                  File

Server.  Pentium/500+MHz, 64 MB RAM

plus 3 MB per concurrent running workstation, 4.3 GB hard drive (requires at

least 850 MB available), SVGA monitor (800 x 600), keyboard, mouse.




 




(iii)                               Communications

Server.  Pentium 300 MHz, 64 MB RAM,

500 MB fixed disk available (mirrored drives recommended), SVGA color monitor

(800 x 600), keyboard, mouse.




 




50





























 




(iv)                              Database

Server. Pentium III/800 MHz, 1 GB RAM for up to 100 users and 2 GB for

101-500 users, RAID 5 with Online Spare (minimum of 4 matching drives), 4 18.2

GB Pluggable Universal Ultr2 SCSI 10 K RPM Hard Drive, 32x CD-ROM, SVGA monitor

(800 x 600), mouse keyboard, and tape backup unit.




 




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




 




(b)                                 Software

Specifications.  The following

software specifications are required:




 




(i)                                     Workstation.  [***].




 




(ii)                                  File

Server.  Operating System:[***].




 




(iii)                               Communications

Server.  [***].




 




(iv)                              Database.  [***].  One User Access License is required per workstation

to access either the CSCS Inbound Module or CSCS Sales Generator Module, or

both applications on the same workstation.




 




(v)                                 [***].




 




(c)                                  Configuration

Changes.  The hardware and software

specifications are subject to change based on enhancements to the Licensed

Program or a required third party system.




 




51





























Exhibit F-4 – Return

Items Control System




Fiserv hereby grants and Client hereby accepts a non-exclusive,

non-transferable license to use the Return Item Control System (RICS) for

WindowsTM  software using the

following terms and conditions.




 




1.                                       Licensed

Program(s).  The Licensed Program

includes the Return Item Control System for WindowsTM and the Automated Host

Data Exchange (AHDE) system.  RICS stores

information in an [***] and

interfaces to 1 core processing system to retrieve name and address information

and process on-line memo post debits in the amount of the return item via

AHDE.  The upload program is a

standalone utility program that reads the RICS decision database file and

process on-line monetary debits in the amount of the item and fee via

AHDE.  AHDE requires a supported [***]. 

Use of and access to RICS is permitted only from a workstation with a

licensed copy of RICS. RICS is multi-bank enabled.




 




2.                                       License

and Support Services Fees.




 




(a)                                  Fees.  The following table outlines the License and

Support Services fee structure agreed by the parties:




 




	

  Licensed Program


  	

   


  	

  Units


  	

   


  	

  Per Unit Fee


  	

   


  	

  Total Fee


  	

   


  	

  Unit


  Support


  Services Fee


  	

   


  	

  Annual


  Support


  Services Fee


  	

   


  
	

  Return Item

  Control System (“RICS) for WindowsTM


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  Total


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  
																	





 




(b)                                 Support

Services.  Support services include

support via telephone and dial in access, as well as Licensed Program upgrades

and related host changes.  Dial in

access is required for support services. 

Dial in access will be subject to Client’s security policies and

procedures.  If dial in is denied, there

will be $[***] per hour charge for

telephone assistance.  Support for

Client RICS users other than Client’s designated RICS Coordinators shall be

billable to Client at the Fiserv then current Professional Services rates

(minimum 1/2 hour).




 




(3)                                  Implementation

Services and Fees.  Fiserv shall

provide Client with the following implementation services.




 




(a)                                  Implementation

Services.  Fiserv shall provide the

following implementation services:




 




(i)                                     Periodic

conference calls with client and any third party provider, to review and

discuss the implementation.




 




(ii)                                  One

copy of the User and Technical Reference Manuals.




 




(iii)                               One

day on-site installation and configuration of the [***] and RICS software by a Database Technician.




 




(iv)                              Four

days on-site RICS application training by a Product Specialist using a

Train-the-Trainer approach.  Training

also includes customization of the RICS software within Clients parameters.




 




(v)                                 Five

days of post training telephone support prior to the turn over to the Customer

Services Department for ongoing support.




 




(vi)                              Client

agrees to have the site, LAN, and workstations prepared for the RICS Database

Technician and Product Specialist.  If

unprepared or if unforeseen Client computing environment problems are

discovered, Client agrees to pay for such additional services at the Fiserv

then current Professional Services rates (4 hour minimum).  Client shall ensure that its trainees have

prior Windows training and knowledge as a prerequisite for training.




 




(b)                                 Implementation

Services Fees.  Implementation

Services Fee of $[***] shall

payable by Client to Fiserv upon commencement of the services.  Additional days of service, if necessary,

will be provided at $[***] per day

plus expenses.




 




4.                                       Third-party

Software.  RICS requires one copy of

[***] and one copy of [***]. 

Client is responsible to purchase and install software.




 




5.                                       Print.  RICS prints to a laser printer on either the

network or directly connected to the RICS workstation.  RICS prints customer advices on 8.5x11 inch

perforated paper and reports on stock paper. Fiserv recommends a dedicated

laser printer be assigned for the RICS application.




 




52





























 




Exhibit F-4 – Fiserv

Integrated Desktop Requirements






	

   


  	

   


  	

  LiNX Only


  	

   


  	

  LiNX


  FAST Sales


  	

   


  	

  LiNX


  FAST Sales


  CSCS


  	

   


  	

  LiNX


  FAST Sales


  CSCS


  InformEnt


  	

   


  	

  LiNX


  CSCS


  InformEnt


  	

   


  
	

  Memory


  	

   


  	

  256MB


  	

   


  	

  256B


  	

   


  	

  256MB


  	

   


  	

  256MB


  	

   


  	

  256MB


  	

   


  
	

  MHZ


  	

   


  	

  667Mhz


  	

   


  	

  667Mhz


  	

   


  	

  667Mhz


  	

   


  	

  667Mhz


  	

   


  	

  677Mhz


  	

   


  
	

  Disk Space


  	

   


  	

  150MB


  	

   


  	

  150MB


  	

   


  	

  150MB


  	

   


  	

  TBD


  	

   


  	

  TBD


  	

   


  
	

  Video Memory


  	

   


  	

  2MB


  	

   


  	

  2MB


  	

   


  	

  2MB


  	

   


  	

  2MB


  	

   


  	

  2MB


  	

   


  





 




Note:  These requirements are designed for an

average response time of [***].




 




53





























 




Exhibit G — Custom

Development




Client agrees with Fiserv as follows:




 




1.                                       Pre-conversion

Development Services. 

Fiserv will provide Client with modifications, enhancements, and

customized programming services (“Development Services”) and associated items

for particular development projects as described in Attachment to Exhibit G -

Development Project Estimates (each a “Development Project”).  All Development Services for Development

Projects shall be performed in accordance with the procedures set forth

below.  Any dates for performance are

dependent upon the timely performance by each party of the tasks assigned under

the project plans for such Development Services.




 




(a)                                  Business

Requirements List.  Client shall

provide Fiserv with all necessary information concerning its requirements for

Development Services in a Business Requirements List.  Fiserv shall review and suggest revisions to such Business

Requirements List on a timely basis. 

The parties shall mutually agree in writing the final Business

Requirements List for any such project, the date that the Development Project

shall be completed, and a time line for any phases of the Development Project.




 




(b)                                 Functional

Specifications.  Development

Services shall be based upon specifications created by Fiserv and approved by

Client as provided below:




 




(i)                                     Fiserv

shall develop Functional Specifications based on the Business Requirements List

for Client’s written approval. Fiserv shall not be obligated to perform any

further development work until the Functional Specifications have been approved

in writing by Client, which approval shall be forthcoming within two weeks of

submission by Fiserv of Functional Specifications.




 




(ii)                                  Modifications,

changes, enhancements, conversions, upgrades, or additions to the agreed upon

work beyond those stated in the Functional Specifications shall be added only

upon mutual written agreement.  In the

event the parties agree to add any such items, the Functional Specifications

and applicable Project Plan shall automatically be modified to the extent

necessary to allow for the implementation or provision of the items.




 




(c)                                  Project

Plan.  Fiserv shall develop a

Project Plan for each Development Project based on the Functional

Specifications, subject to Client’s approval. 

Each such Project Plan shall contain a listing of the nature and timing

of tasks for the project and a completion date for the Development Project

(including the development of an acceptance test), some of which are to be

performed by Fiserv and some by Client. 

Fiserv shall utilize its commercially reasonable efforts to meet the

dates set forth in the Project Plan or any replacement thereof.  Modifications and changes to the Project Plan

shall be only by mutual written agreement of the parties.




 




(d)                                 Acceptance

Test.  Fiserv shall prepare an

“Acceptance Test” for the testing of each Development Project.  Client shall timely review the proposed Acceptance

Test.  The Acceptance Test shall be

adopted once Client’s written approval is given, which approval (or

disapproval, if appropriate) shall be forthcoming within two weeks of

Acceptance Test availability.  Fiserv

shall promptly address any reasons for disapproval and resubmit the revised

Acceptance Test for Client’s review.




 




(e)                                  Acceptance

Testing.  Each Development Project

shall be deemed successfully completed by Fiserv upon the completion of the

Acceptance Test or by the live operation and use of the Development Services in

Client’s business.  Client agrees

promptly to notify Fiserv in writing (and with reasonable particularity) upon

conclusion of testing or earlier upon discovery of any specification non-conformities

disclosed by such testing.  Fiserv shall

correct any specification non-conformities disclosed by such testing within a

reasonable time of Client’s notice.




 




(f)                                    Estimated

Fees.




 




(i)                                     Fiserv

shall cover the costs of each Development Project as specified in Attachment to

Exhibit G - Development Project Estimates (“Development Fees”).




 




(ii)                                  Client

agrees, with prior notice and approval, to pay the actual and reasonable travel

and living expenses of any Fiserv employees and Fiserv authorized contractors

who render services at any Client site in connection with each Development

Project.  All expenses shall be itemized

on invoices submitted by Fiserv.




 




(iii)                               Fiserv

shall provide installation, conversion, or training to Client for the

Development Projects listed in Exhibit G.




 




(g)                                 Use

of and Rights to Development Projects. 

Except for Client Information defined in Section 6(a)(i), all

information, reports, studies, object or source code, flow charts, diagrams,

and other tangible or intangible material of any nature whatsoever produced by

or as a result of any of the Development Services and




 




54





























 




Development Projects shall be the sole and exclusive

property of Fiserv or its corporate parent. 

Client shall be entitled to use the results of any Development Project

in accordance with the terms and conditions of the Agreement.




 




(h)                                 Rescheduling.  If Client is unable to provide access to

required facilities or personnel or is unable to meet its tasks assigned on a

Project Plan in a timely manner, Fiserv will endeavor to reschedule tasks to

minimize non-productive time.  All such

non-productive time is chargeable to Client. 

If such non-productive time is expected to be significant, Fiserv will

endeavor to reassign its personnel to other suitable work.  In this event, Client will not be charged

for the time personnel were reassigned.




 




(i)                                     Pre-conversion

development requiring accesses and support of third parties.  Client will assist Fiserv in the timely

arrangement of development review meetings with all third party members

necessary to complete the integration and/or interfaces required for the

Pre-conversion Development defined in Attachment to Exhibit G.  Development costs, in addition to any tape

file or ongoing transmission charges imposed by these third party vendors, will

be the responsibility of Client.




 




2.                                       Ongoing

Development Services.  All

Development Services for ongoing Development Projects,  shall be performed in accordance with the

procedures set forth below.  Any dates

for performance are dependent upon the timely performance by each party of the

tasks assigned under the project plans for such Development Services.




 




(a)                                  Request

for Enhancement.  Client initiates

its request via Fiserv standard System Modification Request Form.  The form contains a request for information

necessary to prepare a high-level estimate and the signature of two individuals

authorized to entail such expenditures.




 




(b)                                 Request

Assignment.  Fiserv assigns all

initiated requests to one of the following categories after review: (a)

Targeted for release within the next 12 months, (b) Valid if funded by one or

more clients, (c) Strategically valid but not scheduled for a release within

the next 12 months (project is accepted for future consideration by a focus

group), (d) Canceled (not technically feasible or strategically valid).  Projects assigned a “c” category will be

reviewed at a forthcoming focus group session at which time the projects may be

prioritized or placed in inventory. 

Projects within the “d” category will result in client notification of

the specific reasons for cancellation.




 




(c)                                  Review

Board.  Prior to communicating a

formal response with the categorization of the request, the review board,

comprised of members from Client Services, Relationship Management, and Product

Development, will review and validate requests at the weekly meeting.  The client will receive a formal response

within 30 - 45 days of submission to Customer Service.  Clients may request an accelerated review

for critical items.




 




(d)                                 Valid

if Funded Category.   If a project

is categorized as “b” - valid if funded, the client will be offered the option

of requesting an estimate (for which there is a nominal charge) or placing the

request in inventory (subject to focus group review).  If an estimate is requested, Product Development will review the

project and assign it to one of the following groups (based on then-current

rate per hour):  Group 1:  fewer than 100 hours, Group 2:  100 - 250 hours, Group 3:  251 - 500 hours, Group 4:  501 - 750 hours, Group 5:  over 751 hours (a refined range is provided

within the group category).




 




(e)                                  This

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




 




(i)                                     If

Client wishes to proceed, an individual authorized to make expenditure

commitments indicates approval by signing the preliminary estimate and

returning a copy to Fiserv with appropriate payment.




 




(ii)                                  Fiserv

will provide the client with a definition document including detailed project estimate

within 60 business days for projects assigned to Group 2, a minimum of 90 days

is required for projects assigned to Groups 3, 4, and 5; time frames vary

depending upon the project’s requirements and complexity.




 




(iii)                               Client

will sign off on the definition document and detailed project estimate; the

definition and estimate are valid for 30 days.




 




(iv)                              Upon

receipt of the sign-off, Fiserv assigns a target release date.  All changes to the project’s definition,

which are requested after sign-off, will be evaluated on a case-by-case basis

with regard to the effect on the target date and overall cost of the project.




 




(v)                                 Project

is coded and tested.  The funding client

is offered the opportunity to review test results.  Client will sign off on the project at least 30 days prior to

implementation




 




(vi)                              Project

is implemented according to the project plan schedule.




 




55





























 




3.                                       Estimated

Fees.




 




(a)                                  The

client is billed $[***] for

preparation of an estimate when the estimate is sent.  If client proceeds with the project, the $[***] is credited to the total cost; if the

client does not proceed, the $[***]

is non-refundable.




 




(b)                                 Initial

payment is due with approval letter and is equal to [***] of the high end of the estimate, which will be used to

fund the detailed definition document.




 




(c)                                  Upon

receipt of the definition document sign-off, Fiserv bills Client [***] of the high end of the detailed

estimate, which will be credited to the total cost of the project.




 




(d)                                 Upon

completion of the project, Client is billed remaining amount from the

authorized estimate of the project.




 




(e)                                  If

Fiserv fails to meet the targeted release date, the client is [***] of the total cost of the project

unless otherwise agreed.  This assumes that

no significant changes were requested post original definition or no issues

outside of the control of Fiserv (e.g., third party vendor participation)

precluded on-time delivery.




 




4.                                       Use

of and Rights to Development Projects. 

All information, reports, studies, object or source code, flow charts,

diagrams, and other tangible or intangible material of any nature whatsoever

produced by or as a result of any of the Development Services and Development

Projects shall be the sole and exclusive property of Fiserv or its corporate

parent.  Client shall be entitled to use

the results of any Development Project in accordance with the terms and

conditions of the Agreement.




 




5.                                       Development

Project Termination.  At Client’s

sole option, Client may terminate any Development Project upon 1 month prior

written notice to Fiserv, provided that Client agrees to pay Fiserv for any

outstanding Development Fees for Development Services rendered prior to the

effective date of termination.  In no

event shall Fiserv be liable for refund of any Development Fees already paid by

Client as a result of such termination unless otherwise agreed.




 




6.                                       Rescheduling.   If Client is unable to provide access to

required facilities or personnel or is unable to meet its tasks assigned on a

Project Plan in a timely manner, Fiserv will endeavor to reschedule tasks to

minimize non-productive time.  All such

non-productive time is chargeable to Client. 

If such non-productive time is expected to be significant, Fiserv will

endeavor to reassign its personnel to other suitable work.  In this event, Client will not be charged

for the time personnel were reassigned.




 




56





























 




Attachment to Exhibit G -

Development Project Estimates




 




1.                                       Fiserv

and Client agree that certain interfaces to the Fiserv System shall be

developed and certified before the Conversion Date.  The fee for such development and certification services shall be

based on actual hours times $[***]

per hour.  For those projects identified

hereunder as Section 3, the total fee shall not exceed $[***]. Fiserv and Client agree to

prioritize projects as High, Medium, and Low priority.  High priority projects shall have a Target

Date to be delivered and ready for testing 90 days prior to the Conversion Date;

Medium priority projects shall have a Target Date to be delivered and ready for

testing 60 days prior to the Conversion Date; Low priority projects shall have

a Target Date to be delivered and ready for testing 60 days prior to the

Conversion Date.




 




2.                                       In

the event that Fiserv fails to meet an established Target Date, no penalty

shall be assessed.  However, in the

event that any project prioritized as High, Medium, or Low is not fully

functional as designed on the Conversion Date and such default is solely the

responsibility of Fiserv, Client shall receive credits against charges due to

Fiserv as follows:




 




(a)                                  For

High priority projects, the credit shall be $[***]

per business day, per project until fully functional.




 




(b)                                 For

Medium priority projects, the credit shall be $[***] per business day, per project until fully functional.




 




(c)                                  For

Low priority projects, the credit shall be $[***]

per business day, per project until fully functional.




 




(d)                                 In

no event, however, shall the credits exceed an aggregate monthly amount of $[***].




 




3.                                       Following

are the projects identified and the priority of each:




 




(a)                                  [***] Item Processing.  File transmissions in Fiserv standard

formats will be tested and certified. 

Priority:  [***]




 




(b)                                   [***]

Consumer Loan Origination.  A data

stream transmission using the Fiserv standard loan origination interface, will

be certified.  Priority:  [***]




 




(c)                                  Electronic

Reports ([***]).  File transmissions in the Fiserv standard

format will be established to either [***]

or the [***].  Priority: 

[***]




 




(d)                                 [***] Business Cash Management.  Batch file transmissions using standard

NACHA format for inbound and standard BAI format for outbound will be

established.  Priority:  [***]




 




(e)                                  Mortgage

Loan Origination.  A data stream

transmission, using the Fiserv standard loan origination interface

specifications, will be certified to the [***].  Priority: 

[***]




 




(f)                                    [***]General Ledger System.  The Fiserv standard interface will be mapped

to the [***] and  tested during conversion.  Priority: 

[***]




 




(g)                                 [***] Lock Box Processing.  Fiserv will certify and test the lock box

transmission during the conversion process. 

Priority: [***]




 




(h)                                 [***]. 

Fiserv will provide the capability to view the [***] within FAST, CSCS, Telephone Banking,

Internet Banking, and ATM.  Priority: [***]




 




(i)                                     [***]. 

Standard export and import files — defined as the common set of data to

support the specific business function of the interfaced system—  will be set-up from and to InformEnt.  Priority: 

[***]




 




(j)                                     [***] Sales Tracking and Reporting.  Standard export file — defined as the common

set of data to support the specific business function of the interfaced system—

will be set-up from InformEnt. 

Priority:[***]




 




(k)                                  [***] Commercial Loan Servicing.  Standard export file — defined as the common

set of data to support the specific business function of the interfaced system—

will be set-up from InformEnt. 

Priority:  [***]




 




(l)                                     [***] Asset/Liability System.  Standard export file — defined as the common

set of data to support the specific business function of the interfaced system—

will be set-up from InformEnt. 

Priority:  [***]




 




4.                                       Fiserv

and Client agree that the following development projects will be completed

before the Conversion Date.  The fee for

such development and certification services shall be based on actual hours

times $[***] per hour.  For those projects identified hereunder, the

total fee shall not exceed $[***].




 




57





























 




(a)                                  [***]. 

Fiserv will interface the [***]

Currency and Coin Dispenser to FAST, or another Currency and Coin Dispenser of

Client’s choice.  A decision is

necessary on or before August 23 in order for Fiserv to meet the Target Date

and Conversion Date.    Priority:  [***]




 




(b)                                 [***]. 

Fiserv will interface the [***]

Unclaimed Property System to the appropriate Custom Outsourcing Solution core

applications.  Priority: [***]




 




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




 




5.                                       [***] Bill Payment.




 




(a)                                  Fiserv

will develop an interface to the [***] Bill

Payment System, including an [***],

for use with both BankIT and FlexPhone. 

Fiserv will [***] the fee

at $[***].  Priority: 

[***]




 




(b)                                 Fiserv

and Client shall review development progress not more than [***] before the Conversion Date.  Should the parties mutually agree that the

Target Date will not be met, Client may elect to:




 




(i)                                     Convert

to the Fiserv bill payment solution at no incremental one-time fee, or




 




(ii)                                  Convert

to the Checkfree bill payment solution at the fees quoted in Exhibit H.




 




6.                                       [***]. 

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




 




7.                                       Default

Management System.  Fiserv will work

with Client to define Default Management capabilities to meet Client’s

needs.  Fiserv will also work with its

client base to define the capabilities desired and conduct a market scan to

identify the appropriate course of action. 

In the event that Fiserv purchases or develops a Default Management

System that is offered to its clients for a fee, Fiserv shall provide the

system to Client at no fee.




 




8.                                       Full

Truncation.  Fiserv will provide the

capability to truncate commercial loan and safe deposit transactions within

FAST and within the host applications to be delivered at the time the

browser-based Contact Management System is released in production.




 




58





























 




Exhibit H – Remote

Banking Services




 




Client agrees with Fiserv as follows:




 




1.                                       Services.  Fiserv will provide Client the Remote

Banking Services (“Remote Banking Services”) specified in Exhibit H - 1.




 




2.                                       Fees.  Client shall pay Fiserv the fees and other

charges for the Remote Banking Services specified in Exhibit H - 2, or as otherwise

proposed by Fiserv and accepted by Client from time to time.




 




3.                                       Equipment

and Supplies.  Client shall obtain

and maintain at its own expense such equipment and software as may be necessary

or appropriate to facilitate the proper use and receipt of the Remote Banking

Services at Client location(s).  Client

shall be responsible for paying for all supplies to be used by Client in

connection with the Remote Banking Services.




 




4.                                       Service

Modifications.  Fiserv may modify,

amend, or provide an appropriate replacement for any Internet and Remote

Banking Service, as indicated in Exhibit H - 1, at any time (i) to improve the

Service; or (ii) to facilitate the continued economical provision of such

Service, provided that Client is duly notified at least 90 days in advance of

such replacement and gives approval, which Client shall not unreasonably

withhold.




 




5.                                       Trademark

License.  Client hereby grants to

Fiserv a non-exclusive, non-assignable right to use Client’s trademarks, trade

names, service marks, and service names (collectively “Trademarks”) in

connection with the Fiserv provision of Remote Banking Services hereunder.  Client will indemnify and hold harmless

Fiserv, its officers, directors, employees, and affiliates against any claims

or actions arising out of the Fiserv use of Trademarks.




 




6.                                       Regulatory

Compliance.  Client shall use Remote

Banking Services only in conjunction with lawful purposes.  Client agrees not to use Remote Banking

Services for any activities in violation of any laws or regulations, including,

but not limited to, wrongful transmission of copyrighted material, sending of

threatening or obscene materials, or misappropriation of exportation of trade

or national secrets.




 




7.                                       Client

Warranties.  Client represents and

warrants that (a) any work, content, or information (“Content”) provided to

Fiserv is either original or that Client has the legal right to provide such

Content; and (b) the Content does not impair or violate any intellectual

property or other rights of Fiserv or any third party.  Client will indemnify and hold harmless

Fiserv, its officers, directors, employees, and affiliates against any claims

or actions arising out of any breaches of the foregoing.  Client acknowledges that Fiserv shall not

monitor, review, or approve any Content. 

Client acknowledges that access to Remote Banking Services shall be

across public and private lines and that Fiserv has no control over such lines

or the information available from non-Fiserv sources.




 




8.                                       Limitation

of Liability.  Notwithstanding any

other provision to the contrary in this Agreement, any liability of Fiserv to

Client for any liability, loss, damage, cost or agreement, or under-taking

hereunder shall be limited to actual direct damages incurred by Client, but in

no event shall the Fiserv aggregate liability exceed total fees paid by Client

for the services resulting in such liability in the [***] period preceding the date the claim accrued.  The Fiserv aggregate liability for a default

relating to equipment or software shall be limited to the amount paid for the

equipment or software.




 




59





























 




Exhibit H - 1  - 

Remote Banking Services Description




1.                                       Services.




 




(a)                                  Fiserv

will provide Client, and its affiliates processing on the Custom Outsourcing

Solution’s platform, access to Remote Banking Services via internet browser

and/or Telephone Banking, to communicate with the Fiserv System.  Client’s customers may access and conduct

certain business transactions to their enabled accounts from their PC(s) or

telephone(s).




 




(b)                                 Fiserv

will provide the following functions:




 




(i)                                     Sign

on Authorization for BankIT and ManageIT




 




(ii)                                  Account

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




 




(iii)                               Bill

Payment Authorization (Telephone, BankIT, ManageIT or OFX)




 




(iv)                              E-mail

interface from customer to Client (if Client utilizes Fiserv as its Internet

Services Provider)




 




(v)                                 Account

Summary for Demand, Savings, Time, Installment, Line of Credit, and Mortgage

Banking accounts




 




(vi)                              Direct

Access via OFX from either QuickenTM or MoneyTM




 




(vii)                           Funds

Transfer (Telephone, BankIT, ManageIT or OFX)




 




(viii)                        Stop

Payments (Telephone, BankIT, or ManageIT)




 




(ix)                                Check

Reorders (Deluxe or Harland) (Telephone, BankIT, or ManageIT)




 




(x)                                   Reports

(detailed on Exhibit H - 3 hereto)




 




(xi)                                Transaction

history downloaded to QuickenTM or MoneyTM in QIF format and WebConnect format

(BankIT and ManageIT)




 




(xii)                             ACH

Origination via ManageIT




 




(xiii)                          Wire

Transfer Requests via ManageIT




 




(xiv)                         Telephone

Banking Disaster Recovery Services




 




(xv)                            Telephone

Banking VRU Monitoring




 




(c)                                  Upon

reasonable request by Client and acceptance by Fiserv, Fiserv shall provide

conversion services to Client.




 




(d)                                 Client

acknowledges and understands that Remote Banking Services may be subject to

unavailability due to congestion or overload on public circuits supplied by

third parties or due to downtime by such third parties.




 




(e)                                  Fiserv

agrees to provide [***] Customer

Support to Client.  “[***] Customer Support” is defined as

whereby Fiserv, during normal business hours, assists Client in resolving

customer support issues related to the normal operation of Remote Banking

Services that Client is unable to adequately resolve directly with the

customer.  The Fiserv sole obligation is

to provide timely response to Client for requests for [***] Customer Support.  In no event is Fiserv obligated to contact

or receive support calls from Client’s customers to provide support for Remote

Banking Services.




 




(f)                                    As

part of the Fiserv one-time Remote Banking implementation fee, Fiserv shall

provide 3 days of on-site training, comprised of a general system overview,

administration, and end user training in the use of Remote Banking

Services.  Client acknowledges and

agrees to reimburse Fiserv for reasonable travel, boarding, and meal expenses

incurred for such on-site training. 

Client further acknowledges that additional training, project

management, and consulting may be obtained from Fiserv at the rates specified

in Exhibit H - 2.




 




(g)                                 In

the event that there is a successful breach of Internet security, Fiserv shall

immediately notify Client of such breach.




 




(h)                                 In

the event that either the Internet or Telephone Banking electronic channel is

not functional, Fiserv will immediately notify Client using the Code Red

procedures detailed in the Fiserv Partners In Excellence Manual.




 




60





























 




2.             Client

Responsibilities.




 




(a)                                  Client

will facilitate timely cooperation between any necessary third parties in order

for Fiserv to provide Remote Banking Services.




 




(b)                                 Client

will provide Fiserv the applicable domain name for Remote Banking Services, if

applicable.




 




(c)                                  Client

will establish a web site using Client’s vendor of choice using a Client

designated operable domain name.




 




(d)                                 Client

will review and approve all applications for use of Remote Banking Services,

using any validation procedures Client determines, in its sole discretion, are

necessary to ensure the financial integrity of a participating customer.




 




(e)                                  Client

is, and shall remain, solely and exclusively responsible for any and all

financial risks, including, without limitation, insufficient funds, associated

with each customer accessing Remote Banking Services.  Fiserv shall not be liable in any manner, for (1) merchant late

charges or (2) lost or misdirected customer bill payments, unless all Fiserv

merchant setup policies and bill payment entry policies are followed by Client

and Fiserv commits a wrongful act or omission to its stated policy as defined

in the Fiserv Bill Payment Operations Policy Manual. In no event shall the

Fiserv responsibilities for such penalties or late fees exceed $[***]. 

Client shall be responsible for any late charges imposed by merchants or

payees.  Client shall instruct users of

Bill Payment Services that payments should be initiated in advance of the due

date by the number of days defined with the Fiserv Bill Payment Operations

Manual in order to avoid the possibility of late payment and associated late

charges.




 




(f)                                    Client

acknowledges that Section 2 (e) will only apply if Client elects to use the

Fiserv back room operations facility for Bill Payment fulfillment.  If Client elects to perform this function

Section 2 (e) will not apply.




 




(g)                                 Client

will use, and will instruct its customers to use, Remote Banking Services in

accordance with such reasonable rules as may be established by Fiserv from time

to time as set forth in any materials furnished by Fiserv to Client.




 




(h)                                 Client

assumes exclusive responsibility for the consequences of any instructions it

may give to Fiserv, for Client’s or its customers failures to properly access

Remote Banking Services in a manner prescribed by Fiserv, and for Client’s

failure to supply accurate input information, including, without limitation, any

information contained in an application.




 




(i)                                     In

the event that Client elects to use the Fiserv back room facility for Bill

Payment fulfillment, Client will designate a bank settlement account to be used

for the purposes of settling, in aggregate, the financial transactions

requested via Remote Banking Services. 

Fiserv shall provide Client with details of the specific transactions,

reported similarly as other transactions may be done, that were a result of

access to Remote Banking Services. 

Client shall be responsible for auditing and balancing of any settlement

accounts.




 




(j)                                     In

the event that Client elects to use the Fiserv back room facility for Bill

Payment fulfillment, Client will verify and reconcile any out-of-balance

condition, and promptly notify Fiserv of any errors in the foregoing within 24

hours (exclusive of weekends and applicable holidays) after receipt of the

applicable detail report(s) from Fiserv. 

If notified within such period, Fiserv shall correct and resubmit all

erroneous files, reports, and other data at the Fiserv then standard charges,

or at no charge, if the erroneous report or other data directly resulted from a

Fiserv error.




 




(k)                                  Client

is expressly prohibited from extending any warranty or warranties on the behalf

of Fiserv to any person.




 




(l)                                     Client

appoints Fiserv as its agent with the sole discretion for the selection of an

interchange service for the Fiserv use in providing bill payment services and

other similar third party services, which may, from time to time, become available

or be offered to Client as additional services.




 




(m)                               Client

agrees to provide first level customer support for Remote Banking Services with

its customers.




 




(n)                                 Client

will be responsible for the payment of all telecommunications expenses associated

with Remote Banking Services.




 




(o)                                 Client

acknowledges and understands its responsibility and liability as they relate to

Client’s access to the Internet.  

Fiserv assumes no liability or control over the Internet access of its

on-site systems and remote employee or affiliate access.




 




61





























 




Exhibit H - 2  - 

Remote Banking Services Fee Schedule




 




	

  System or Service


  	

   


  	

  Unit Price


  	

   


  	

  Description


  
	

  Deluxe/Harland  Internet Check Ordering Interface


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per Client


  
	

  Annual

  Maintenance


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Annual Fee - Billed in November for upcoming

  year  - First Year - prorated


  
	

  Intrusion Attack Testing by Third

  Party


  	

   


  	

   


  	

   


  	

   


  
	

  Intrusion Attack

  Testing


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per test (72 hour advance notice to Fiserv is required)


  
	

  Professional

  Services


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per hour 8AM to 5PM Eastern Time, Mon. through

  Friday


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  All other times


  
	

  Metavante

  BankIt and OFX Interface


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One-time per Institution


  
	

  Account Processing Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per bill pay customer/month


  
	

  Metavante Fees


  	

   


  	

  [***]


  	

   


  	

   


  
	

  Checkfree

  Interface


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One-time per Institution


  
	

  Account Processing Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per bill pay customer/month


  
	

  Checkfree Fees


  	

   


  	

  [***]


  	

   


  	

   


  
	

  Electronic Banking


  	

   


  	

   


  	

   


  	

   


  
	

  Flex-Phone VRU


  	

   


  	

  [***]


  	

   


  	

  Contact Relationship Manager for quote


  
	

  Flex-Alert

  (Automated VRU Monitoring Tool) 


  	

   


  	

   


  	

   


  	

   


  
	

  -Implementation

  Fee 


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One-time/script 


  
	

  -One Call Per

  Hour Feature 


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Annual fee 


  
	

  -One Call Per

  Hour Feature With Third Call Option 


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Annual fee 


  
	

  -Two Call Per

  Hour Feature 


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Annual fee 


  
	

  -Two Call Per

  Hour Feature With Third Call Option 


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Annual fee 


  
	

  -Four Call  Per Hour Feature 


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Annual fee 


  
	

  -Four Call  Per Hour Feature With Third Call Option 


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Annual fee 


  
	

  -Per Minute

  Charge


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per minute charge for dial out service


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Spanish Language


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One-time set up 


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per month


  
	

  Portuguese Language


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Maximum one-time set-up 


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per month


  
	

  Merchant Check Verification


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One-time set up 


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per month


  
	

  Branch / ATM Locator


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One-time set up 


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per month


  
	

  Elan Bank Activation


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One-time set up 


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per activation


  
	

  Elan Bank Deactivation


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One-time set up 


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per month


  





 




62





























 




	

  System or Service


  	

   


  	

  Unit Price


  	

   


  	

  Description


  





 




	

  Interim

  Statement


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One-time set up 


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per month


  
	

  Account History

  via Fax


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One-time set up 

  


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Estimated hardware cost


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per month


  
	

  CTI Enable VRU

  Only


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One-time set up 


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per month


  
	

  Non-Bill Payment

  Accounts


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per customer/month 


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Minimum account processing/month


  
	

  AutoOpen Feature


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per account opened


  
	

  OFX


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Certification

  Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time fee for certification of first Financial

  Institution with Intuit


  
	

  Implementation

  Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time fee per first Financial Institution


  
	

  Maintenance Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per year


  
	

  Certification/Implementation

  Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time per additional Financial Institution


  
	

  Customer  Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per customer/month fees are based on charging for

  all customers registered for Internet Banking


  
	

  Internet Banking Services (BankIT)


  	

   


  	

   


  	

   


  	

   


  
	

  Internet Banking

  License Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time fee


  
	

  QIF Download

  License Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time fee


  
	

  Account

  Processing Fees 


  	

   


  	

   


  	

   


  	

   


  
	

  -  Retail Accounts


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Fixed fee for up to 20,000 customers 


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Fixed fee for 20,001 to 40,000 customers


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Fixed fee for 40,000 to 60,000 customers


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Fixed fee for over 60,000 customers


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Secure E-mail

  Message Forms 


  	

   


  	

   


  	

   


  	

   


  
	

  -  Implementation Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per financial institution


  
	

  -  Maintenance Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per bank/month


  





 




63





























 




	

  System or Service


  	

   


  	

  Unit Price


  	

   


  	

  Description


  
	

  Bill Payment Services - Option 1


  	

   


  	

   


  	

   


  	

  Bill payment with Client handling

  the back office


  
	

  Bill Payment Services Option 1 Implementation Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time fee


  
	

  Merchant Add/Change/Delete Database


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time fee


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Recurring monthly maintenance fee


  
	

  Account

  Processing Fees


  	

   


  	

   


  	

   


  	

   


  
	

  -  Telephone Banking Only Customer


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per customer/month


  
	

  -  Telephone & Internet Banking Customer


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per customer/month


  
	

  -  Bill Payment Transactions


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per transaction


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Minimum account processing fees/month


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Bill Payment Services - Option 2


  	

   


  	

   


  	

   


  	

  Bill payment with Fiserv handling

  the back office


  
	

  Bill Payment Services Option 2 Implementation Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time fee


  
	

  Digitized check signature (required)


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per digitized signature


  
	

  Account

  Processing Fees


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per customer/month, includes up to 10 bill payments


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per bill pay transaction over 10/month


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Minimum account processing fees/month


  
	

  Postage,

  Envelopes, Checks


  	

   


  	

   


  	

  [***]


  	

   


  	

  Consumables billed directly to bank based on usage


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Disaster

  Recovery Call Activity


  	

   


  	

   


  	

   


  	

  Monthly Recurring Fee for:


  
	

  -  Call Activity Tier


  	

   


  	

  $


  	

  [***]


  	

   


  	

  0 – 750 Calls


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  751 – 10,000 Calls


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  10,001 – 15,000 Calls


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  15,001 – 20,000 Calls


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  20,001 – 30,000 Calls


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  30,001 – 40,000 Calls


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  40,001 – 50,000 Calls


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  50,001 – 60,000 Calls


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  60,001 – 80,000 Calls


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  80,001 – 100,000 Calls


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  100,001 – 120,000 Calls


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Each Additional 20,000 Calls


  
	

  -  Implementation Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per Client


  
	

  -  Telecommunications Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Fee comprised of 800# Access, telecom usage for

  shared VRU and Fiserv PBX usage


  





 




64





























 




	

  System or

  Service


  	

   


  	

  Unit Price


  	

   


  	

  Description


  	

   


  
	

  Internet

  Services – Web Site Hosting


  	

   


  	

   


  	

   


  	

  [***] Server Running Domino


  	

   


  
	

  Domain Name

  Services


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation

  Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Fee for submitting application to the Internic Group

  for securing a unique Domain Name. 

  Internic Group directly invoices for its on-going services.


  	

   


  
	

  Transfer/Modification


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Fee for modifying or transferring Domain Name


  	

   


  
	

  Web Site

  Standard Package


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Registration charge with client providing an

  electronic copy of static HTML pages with graphics


  	

   


  
	

  Web Site

  Statistics (Nettracker)  


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation

  Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per client 


  	

   


  
	

  Maintenance


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Monthly


  	

   


  
	

  Monthly

  Maintenance


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per month under 20 mb  


  	

   


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per month under 40 mb


  	

   


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per month each additional 5 mb


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Add On Features


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per form. 

  Client to provide a prototype of form.  Maximum 25 fields.


  	

   


  
	

  Financial

  Calculators  


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation

  Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per client 


  	

   


  
	

  Maintenance


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Monthly


  	

   


  
	

  Web Site

  Modification


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Hourly —  one

  hour minimum


  	

   


  
	

  Internet

  Services — Internet Access


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation

  Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time/institution


  	

   


  
	

  Monthly Access


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per seat/month 


  	

   


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Monthly minimum


  	

   


  
	

  E-Mail

  Forwarding 


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation

  Fee 


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time/per institution 


  	

   


  
	

  Maintenance


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per month


  	

   


  
	

  E-Mail (On-Us)


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per box/ month


  	

   


  
	

  Web Filter  


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation

  fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time/institution 


  	

   


  
	

  Maintenance


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Monthly maintenance


  	

   


  
	

  WebConnect


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation

  Fee 


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per financial institution


  	

   


  
	

  Maintenance


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per financial institution (annual)


  	

   


  
	

  Web Deposit New

  Account Entry


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation

  Fee 


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One-time/financial institution  


  	

   


  
	

  Maintenance


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Annual maintenance/without FAST


  	

   


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Annual maintenance/with FAST


  	

   


  





 




65





























 




	

  System or

  Service


  	

   


  	

  Unit Price


  	

   


  	

  Description


  	

   


  
	

  Dynamic IP

  Addressing 


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation

  fee 


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time/institution 


  	

   


  
	

  Maintenance


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per month


  	

   


  
	

  Secure Socket

  Server 


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation

  fee existing server


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time/institution


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  On-line

  Merchant Processing


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Existing Bill Pay Clients:


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation

  Fee 


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time/institution 


  	

   


  
	

  Monthly Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per merchant on file per month 


  	

   


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Monthly minimum per institution


  	

   


  
	

  New Bill Pay Clients:


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation

  Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time/institution


  	

   


  
	

  Monthly Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per merchant on file/month 


  	

   


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Monthly minimum/institution


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Web

  Account Manager (ManageIt)


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Existing IBS

  Clients:


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation

  Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time/institution


  	

   


  
	

  Monthly Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per customer/month/institution 


  	

   


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Monthly minimum/institution


  	

   


  
	

  Non-IBS Clients:


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation

  Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time/institution


  	

   


  
	

  Monthly Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per customer/month/institution 


  	

   


  
	

   


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Monthly minimum/institution


  	

   


  
	

  ACH Origination:


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Implementation

  Fee


  	

   


  	

  $


  	

  [***]


  	

   


  	

  One time/institution


  	

   


  
	

  Number of

  Commercial Customers


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per customer


  	

   


  
	

  ACH Origination

  Debit


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per transaction


  	

   


  
	

  ACH Origination

  Credit 


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per transaction


  	

   


  
	

  ACH Originated —

  Tax Payment (TXP)


  	

   


  	

  $


  	

  [***]


  	

   


  	

  Per transaction


  	

   


  





 




66





























 




Exhibit H - 3 - Remote

Banking System Reports




 




	

  Report No.


  	

   


  	

  Report

  Name


  	

   


  
	

  Telephone Banking (Host-Based)

  Reports


  	

   


  	

   


  	

   


  
	

  TB320-01


  	

   


  	

  Merchant Payment History Report


  	

   


  
	

  TB320-01


  	

   


  	

  Valid Transfer Report


  	

   


  
	

  TB335-02


  	

   


  	

  Settlement Totals Report


  	

   


  
	

  TB500-05


  	

   


  	

  Customer Transaction History Report


  	

   


  
	

  TB700-06


  	

   


  	

  Merchant Directory Report


  	

   


  
	

  TB720-08


  	

   


  	

  Merchant Profile Report


  	

   


  
	

  TB310-13


  	

   


  	

  Transfer/Bill Payment Directory


  	

   


  
	

  TB320-14


  	

   


  	

  Merchant Payment Checks


  	

   


  
	

  TB320-15


  	

   


  	

  Check Register Report/Additional Check Pages


  	

   


  
	

  TB320-16


  	

   


  	

  Merchant Notice of Deposit/Notice of Transit to ACH


  	

   


  
	

  TB320-17


  	

   


  	

  Payment/Transfer Exception Report


  	

   


  
	

  TB350-20


  	

   


  	

  Merchant Verification Form Report


  	

   


  
	

  TB410-21


  	

   


  	

  Customer Usage Report


  	

   


  
	

  TB600-26


  	

   


  	

  Annual Payment Summary Report


  	

   


  
	

  TB600-27


  	

   


  	

  Annual Summary Exception Report


  	

   


  
	

  TB310-30


  	

   


  	

  NSF Notices Report


  	

   


  
	

  TB310-31


  	

   


  	

  Merchant Verification Exception Report


  	

   


  
	

  TB750-36


  	

   


  	

  Active/Inactive Report


  	

   


  
	

  TB250-39


  	

   


  	

  Customer Batch Update Report


  	

   


  
	

  TB250-40


  	

   


  	

  Customer Batch Update Exception Report


  	

   


  
	

  TB255-41


  	

   


  	

  Merchant Batch Update Report


  	

   


  
	

  TB255-42


  	

   


  	

  Merchant Batch Update Exception Report


  	

   


  
	

  TB265-43


  	

   


  	

  Return Item Report


  	

   


  
	

  TB400-09


  	

   


  	

  Purged Accounts Report


  	

   


  
	

  TB430-19


  	

   


  	

  Branch Customer Report


  	

   


  
	

  TB720-48


  	

   


  	

  Purged Merchant Report


  	

   


  
	

  TB725-46


  	

   


  	

  Purged Merchant History Report


  	

   


  
	

  TB565-49


  	

   


  	

  Electronic Banking Statistics


  	

   


  
	

  Internet Banking (Browser-Based)

  Reports


  	

   


  	

   


  	

   


  
	

  n/a


  	

   


  	

  NetTracker Reports


  	

   


  





 




67





























 




Exhibit H - 4 –

Implementation Guidelines




 




1.                                       Client

agrees that Fiserv is limiting the implementation effort to features described

in Exhibit H - 2 and initialed by Client. 

Upon signing of this Agreement, an Implementation Questionnaire will be

provided to Client that details Client’s setup and branding options.  Additional customization or the installation

of features that are not defined by this Exhibit H or the Implementation

Questionnaire is considered “Custom Development” and is billable at the rates

specified in Exhibit H - 2.   If

additional customization is required after Client and Fiserv have projected a

“Live Date” for the service, Fiserv reserves the right to move the “Live Date”

to a future available time slot or add the customization after the Internet

Banking site is moved to the “live” environment.   Future customization will follow the established “Enhancement

Request” process defined by Fiserv.




 




2.                                       Client

Internet Banking site will be moved from a “test” environment to a “live”

environment only after a completed Implementation Signoff is received by

Fiserv.  No changes to the site will be

allowed until after the site has been moved to the “live” production

servers.   Fiserv requires a minimum of

5 business days after Implementation signoff is received to move Client to “live”

environment.




 




68





























 




Exhibit H - 5 -

Performance Standards




 




1.                                       Service

Level Commitments.  For purposes of

the service level commitment categories set forth below, the described services

shall be deemed to be “available” to Client if Fiserv’s computer system,

including all hardware and software necessary to provide the Client with the

Services contemplated by this Exhibit H, is available to accept and process all

input contemplated by this Exhibit from Client and necessary to provide the

Services in question in accordance with the provisions of this Exhibit,

including, without limitation, all representations and warranties set forth in

this Agreement.  All service levels

commitments shall be averaged over a calendar month.




 




(a)                                  Remote

Banking Services On—Line Availability. 

Fiserv shall make its Remote Banking on-line system available to Client

at least [***] of the time

twenty-four hours a day, excluding overnight batch processing, and excluding

periods of scheduled system maintenance, and excluding the Central Reference

File application on Sundays for the Auto Open function only.




 




(b)                                 Internet

Banking Report Availability.  Fiserv

shall make its Internet Banking (NetTracker) reports available to Client at its

Internet Banking System server at least [***]

of the time, twenty-four hours per day, excluding overnight batch processing

and excluding scheduled system maintenance.




 




(c)                                  Telephone

Banking Report Availability.  Fiserv

shall make available to the Client at the Fiserv Output Print System or other

output distribution medium or product requested by Client and agreed by Fiserv,

all Telephone Banking Reports, no later than 7:00AM CLT each business day or

10:00AM CLT if such business day falls on the first calendar day of the month,

provided that Client has completed transmission of the data to be used in

generating such reports to Fiserv no later than 12:01AM CLT.  Fiserv shall provide such reports to the

Client for the Telephone Banking Service in accordance with the above schedule

at least [***] of the time.




 




2.                                       Cure.  In the event that the Fiserv performance fails to meet the

service level commitments set forth in this Section, the Client shall notify

Fiserv in writing of such failure and shall work with Fiserv to specifically

identify the problem.  If a deficiency

is determined by the parties, Fiserv shall institute cure procedures.  If the deficiency is not cured within 90

days, Fiserv shall institute [***] of the average Remote Banking Fee for the

specific service level commitment category until it is cured. The amount of the

credit shall be determined by multiplying [***] times the average [***]

fees for the [***] prior to the deficiency. If any deficiency

persists for an [***] at a level [***], or (ii) recurs,

once cured, more than [***] during any 12 month period, upon receipt by

Fiserv of prior written notice, the Client may elect to terminate the Remote

Banking Service, without the payment of liquidated damages or other termination

charges, upon payment of any fees or sums due pursuant to this Exhibit.   Fiserv agrees to cooperate with the Client

to achieve the deconversion schedule.




 




69





























 




Exhibit

E-1




 




Network Agreement




 




between




 




FISERV SOLUTIONS, INC.




Pittsburgh Center




912 Fort Duquesne Boulevard




Pittsburgh, PA 15222




 




and




 




Compass Bank




One Compass Place




New Bedford, MA  02740




 




 




February 28, 2002




 




 




Proprietary and Confidential




 




 









 





























 




1.             Overview




 




The following Agreement is intended to define the

network design available for host access by Compass Bank (referred to herein as

“you” or “Client”) to Fiserv.  This

document reviews the costs associated with your selection for network

connectivity.  Client’s choice of

configuration will be the key factor in determining the total cost of circuits,

equipment and support.




 




The proposed solution includes a design constructed to

meet both your organization’s and Fiserv’s requirements for network

connectivity.  Network design is

included at no charge.




 




Note:  Host access fees and specific technical

standards apply, regardless of the network provider.  If you do not select Fiserv as the network provider, Fiserv will

prepare a document that lists the fees and technical standards associated with

host access.




 




The solution as proposed is valid for 90 calendar

days.  After 90 days, the solution must

be reviewed to insure accuracy.  Prices

are based on current rates and charges of the vendors and carriers involved in

this project and are subject to change. 

This network solution was custom designed for your organization. It

complies with Fiserv network performance and operations standards and may not

be copied or duplicated without the written consent of Fiserv.




 




Fiserv’s expertise in network connectivity products is

with [***] and [***] devices.  Fiserv has partnered with [***]

as the primary carrier for circuits.  As

such, these are Fiserv’s approved and recommended vendors of choice in

configurations for which Fiserv will support, install, and manage the network.  Fiserv will also work with other carriers

based on client request.




 




There may be instances where client requirements

necessitate connecting the network to a third party provider for delivery or

access of data. This situation will be evaluated on a case-by-case basis to determine

the costs and service fees associated with the request.  Fiserv will support various options for

Network Installation and Management Services.




 




2.             Payment

Terms




 




The fees defined within this agreement are estimates

and are subject to the following considerations:




 




•                                          Price

changes in circuits, services, and equipment provided by third parties;

provided, however, that at all times, the prices charged by Fiserv for

circuits, services and equipment shall be no higher than the lowest price paid

to Fiserv for similar circuits, services or equipment by any other Fiserv

client.




•           Network configuration changes requested by

the client.




•           Deinstallation of current circuits may

result in charges by third party vendors that will impact the cost of the

project.




•           Charges omitted through error.




•              Charges to meet the final

configuration requirements.




 




Your organization will be billed at the rates listed

in the agreement at the time of circuit installation.  If actual vendor costs vary from this estimate, you will be

notified of the change and billed accordingly. Notwithstanding the foregoing,

without your written consent, our circuit and equipment charges and other fees

shall [***] of the corresponding

amount shown in Exhibit A.   In the

event that the network is not adequate to process core accounts in accordance

with the performance standards set forth in Exhibit H , Fiserv shall provide

such additional circuits and/or equipment as shall be necessary to make




 




Confidential and

Proprietary Material of Fiserv




 




1





























 




the network adequate and, if such inadequacy resulted

from the error, omission or action of Fiserv, Client shall be responsible for [***] of the circuit and equipment charges

and other fees identified in Exhibit A.




 




Fees for Fiserv services are due and payable upon

receipt of the invoice; provided, that Client may [***] of the extended 

one time fees described in Exhibit A until such time as the network has

been completely installed and accepted by Client. The invoice shall be mailed

by the 10th day of each month to be received by Client no later than

the 15th day of each month and will contain:




 




1.               Installation,

purchase and configuration charges; one-half of these [***] will be billed within 30 days of

execution of this agreement and one-half no less than 30 days after, but within

60 days of execution.




 




2.               Monthly recurring

fees; these will be billed the month in advance of the service month.




 




3.               Other fees

calculable up to the date of the invoice.




 




4.               Sales or other

applicable taxes.




 




Upon completion of the implementation and upon

acceptance by Client, a comprehensive invoice will be provided, detailing all

amounts billed and paid.  Upon receipt

and review of this invoice, Client shall remit payment of [***].




 




Fees for pass-through expenses, such as telephone,

microfiche, courier, and other similar charges incurred by Fiserv on Client’s

behalf shall be billed to Client at cost. 

Such pass-through expenses may be changed from time to time upon

notification of a fee change from a vendor/provider.




 




Client shall have 60 days from the date of invoice to

notify Fiserv of a disputed amount, and Fiserv shall have 30 days from receipt

of such notification to provide a response. 

In the event that the parties ultimately agree that a credit is due to

Client, such credit shall also include payment of interest to Client, at the

then current prime interest rate, for the period between the date of the credit

and the date the amount was originally debited.




 




In the event any amounts due (other than amounts

reasonably in dispute) remain unpaid beyond the 15th day after payment is due,

client shall pay a late charge of [***]

per month.




 




In the event that this Agreement

is terminated other than as a result of a breach or failure by Fiserv, Fiserv

may charge a termination fee based on the remaining unused term of this

Agreement, the amount to be determined by multiplying the monthly professional

services fee times the remaining months of the term. This fee will be billed a

month before the disconnect date.  By

signing this contract, Client has committed to a three year term from the date

of acceptance of the completed project by Client. In the event that a contract

for processing is subsequently executed by Fiserv COS and Client, this Agreement

shall become coterminous with such contract.




 




3.             Services




 




a.               Network Support

Services.  As described herein or at

Client’s request, Fiserv shall provide Network Support Services (“Network

Support Services”) consisting of design, installation coordination, continuous

proactive communication line monitoring and diagnostic systems, and support

personnel to discover, diagnose, repair, or report line problems to the

appropriate telephone company. Network Support Services shall be rendered from

Fiserv premises.  Off-premise support

will be provided upon Client’s request on an as available basis at the

then-current Fiserv time and materials rates, plus reasonable travel and living

expenses.




 




2





























 




b.              Communications

Lines and Related Equipment.  Fiserv

shall order, on Client’s behalf, the installation of appropriate data

communication lines and communications equipment at the Fiserv data center to

facilitate Client’s access to the Fiserv Services.  Client understands and agrees to pay such charges relating to the

installation and use of data communications lines and communications

equipment.  Except to the extent Fiserv

shall provide Network Support Services to Client, Fiserv shall not be

responsible for the reliability or continued availability of the telephone

lines and/or communications equipment used to access the Fiserv Services.




 




c.               Completion Date.

Fiserv shall complete the installation of the network at all locations

contemplated in Exhibit A within [***]

after the execution of this Agreement. 

Any material delay or changes to the schedule caused by third party or

Client or otherwise beyond the control of Fiserv shall relieve Fiserv of this [***] commitment.




 




4.             Additional

Terms




 




a.               Material Breach.  Except as provided elsewhere in this

Agreement, either party may terminate this Agreement in the event of a material

breach by the other party not cured within 90 days following written notice

stating, with particularity and in reasonable detail, the nature of the claimed

breach.




 




b.              Arbitration.




 




i.                                          General.  Except with respect to disputes arising from

a misappropriation or misuse of either party’s proprietary rights, any dispute

or controversy arising out of this Agreement, or its interpretation, shall be

submitted to and resolved exclusively by arbitration under the rules then

prevailing of the American Arbitration Association, upon written notice of

demand for arbitration by the party seeking arbitration, setting forth the

specifics of the matter in controversy or the claim being made.  The arbitration shall be heard before an

arbitrator mutually agreeable to the parties; provided, that if the parties

cannot agree on the choice of an arbitrator within 10 days after the first

party seeking arbitration has given written notice, then the arbitration shall

be heard by 3 arbitrators, 1 chosen by each party and the third chosen by those

2 arbitrators.  The arbitrators will be

selected from a panel of persons having experience with and knowledge of

information technology and at least 1 of the arbitrators selected will be an

attorney.  A hearing on the merits of

all claims for which arbitration is sought by either party shall be commenced

not later than 60 days from the date demand for arbitration is made by the

first party seeking arbitration.  The

arbitrator(s) must render a decision within 10 days after the conclusion of

such hearing.  Any award in such

arbitration shall be final and binding upon the parties and the judgment

thereon may be entered in any court of competent jurisdiction.




 




ii.                                       Applicable

Law.  The arbitration shall be

governed by the United States Arbitration Act, 9 U.S.C. 1-16.  The arbitrators shall apply the substantive

law of the State of Wisconsin, without reference to provisions relating to

conflict of laws.  The arbitrators shall

not have the power to alter, modify, amend, add to, or subtract from any term

or provision of this Agreement, nor to rule upon or grant any extension,

renewal, or continuance of this Agreement. 

The arbitrators shall have the authority to grant any legal remedy

available had the parties submitted the dispute to a judicial proceeding.




 




iii.                                    Situs.  If arbitration is required to resolve any

disputes between the parties, the proceedings to resolve the dispute shall be

held in Milwaukee, Wisconsin, or, in the alternative, Fiserv’s primary business

location.




 




3





























 




c.               Insurance.  Fiserv carries the following types of

insurance policies:




 




i.                                          Comprehensive

General Liability in an amount [***]

per occurrence for claims arising out of bodily injury and property damage;




 




ii.                                       Commercial

Crime covering employee dishonesty in an [***];




 




iii.                                    All-risk

property coverage including Extra Expense and Business Income coverage; and




 




iv.                                   Workers

Compensation as mandated or allowed by the laws of the state in which the

services are being performed, including $[***]

coverage for Employer’s Liability.




 




d.              Miscellaneous.




 




i.                                          Binding

Agreement.  This Agreement is

binding upon the parties and their respective successors and permitted

assigns.  Neither this Agreement nor any

interest may be sold, assigned, transferred, pledged or otherwise disposed of

by Client, whether pursuant to change of control or otherwise, without the

prior written consent of Fiserv.  Client

agrees that Fiserv may subcontract any of the Services to be performed under

this Agreement. Any such subcontractors shall be required to comply with all of

the applicable terms and conditions of this Agreement.




 




ii.                                       Entire

Agreement.  This Agreement,

including its Exhibits, which are expressly incorporated herein by reference,

constitutes the complete and exclusive statement of the agreement between the

parties as to the subject matter hereof and supersedes all previous agreements

with respect thereto.  Modifications of

this Agreement must be in writing and signed by duly authorized representatives

of the parties.  Each party hereby

acknowledges that it has not entered into this Agreement in reliance upon any

representation made by the other party not embodied herein.  In the event any of the provisions of any

Addendum or Exhibit hereto are in conflict with any of the provisions of this

Agreement, the terms and provisions of this Agreement shall control unless the

Addendum or Exhibit in question expressly provides that its terms and

provisions shall control.




 




iii.                                    Severability.  If any provision of this Agreement is held

to be unenforceable or invalid, the other provisions shall continue in full

force and effect.




 




iv.                                   Governing

Law.  This Agreement will be

governed by the substantive laws of the State of Wisconsin, without reference

to provisions relating to conflict of laws. 

By entering into this Agreement, Fiserv agrees that the Office of Thrift

Supervision, FDIC, or other regulatory agencies having authority over Client’s

operations shall have the authority and responsibility provided to the

regulatory agencies pursuant to the Bank Service Corporation Act, 12 U.S.C.

1867(C) relating to services performed by contract or otherwise. The United

Nations Convention of Contracts for the International Sale of Goods shall not

apply to this Agreement.




 




v.                                      Force

Majeure.  Neither party shall be

responsible for delays or failures in performance resulting from acts

reasonably beyond the control of that party.




 




vi.                                   Notices.  Any written notice required or permitted to

be given hereunder shall be given by: (i) Registered or Certified Mail, Return

Receipt Requested, postage prepaid; (ii) by confirmed facsimile; or (iii) by

nationally recognized courier service to the other party at the addresses

listed on the cover page or to such other address or person as a party may

designate in writing.  All such notices

shall be effective upon receipt.




 




4





























 




vii.                                No

Waiver.  The failure of either party

to insist on strict performance of any of the provisions hereunder shall not be

construed as the waiver of any subsequent default of a similar nature.




 




viii.                             Financial

Statements.  Fiserv shall provide

Client and the appropriate regulatory agencies who so require a copy of Fiserv,

Inc.’s audited consolidated financial statements.




 




ix.                                     Prevailing

Party.  The prevailing party in any

arbitration, suit, or action brought against the other party to enforce the

terms of this Agreement or any rights or obligations hereunder, shall be

entitled to receive its reasonable costs, expenses, and attorneys’ fees of

bringing such arbitration, suit, or action.




 




x.                                        Survival.  All rights and obligations of the parties

under this Agreement that, by their nature, do not terminate with the

expiration or termination of this Agreement shall survive the expiration or

termination of this Agreement.




 




xi.                                     Recruitment

of Employees.  Each party agrees not

to hire the other party’s employees during the term of this Agreement and for a

period of 6 months after expiration or termination except with prior written

consent of the other party.




 




5.             Authorization/Acceptance

of Agreement




 




This agreement is made on behalf of Fiserv and

accepted on behalf of  Compass

Bank by the undersigned. Subject to the terms and conditions specified herein,

Fiserv is authorized to proceed with the network implementation and ongoing

support described herein and Compass Bank agrees to pay the fees and charges

due hereunder. [***]




 




	

  FISERV SOLUTIONS, INC.


  	

  COMPASS BANK


  	

   


  
	

   


  	

   


  	

   


  
	

  By: 


  	

  /s/ THOMAS J. GORMAN


  	

   


  	

  By: 


  	

  /s/ ARTHUR W. SHORT


  	

   


  
	

   


  	

  (Authorized Fiserv Signature)


  	

   


  	

   


  	

  (Authorized Client Signature)


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

  2/27/02


  	

   


  	

   


  	

  February 27, 2002


  	

   


  
	

   


  	

  (Date)


  	

   


  	

   


  	

  (Date)


  	

   


  
							





 




5





























 




6.             Applications




 




This Network Design is intended to support the

following Applications (enter an X to choose):




 




	

  o  [***]


  	

   


  	

  ý  [***]


  	

   


  	

  ý  [***]


  	

   


  	

  ý  [***]


  	

   


  	

  ý  [***]


  	

   


  	

  ý  [***]


  
	

  o  [***]


  	

   


  	

  ý  [***]


  	

   


  	

  ý  [***]


  	

   


  	

  o  [***]


  	

   


  	

  o  [***]


  	

   


  	

  ý  [***]


  
	

  o Other (provide list)


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 




7.             Notes




 




a.               If this change is

to upgrade existing facilities or move a location, the client is reminded to

budget for redundant circuit fees when applicable.




 




b.              At the completion of

an upgrade or relocation (when redundant circuits were required), it is the

clients responsibility to submit a separate request to [***] (or fax to [***]) to disconnect these redundant facilities.  If the client does not receive a

conformation from planning within 24 hours they are to assume that the original

request was not delivered properly.




 




6





























 




EXHIBIT A




 




SERVICES TO BE PROVIDED




 




Fiserv will act as project manager on behalf of the

client for installation, network control and management. This agreement

provides for the network design, installation, and ongoing network monitoring

and support to be completed by Fiserv as defined within this agreement.  The entire client Wide Area Network (WAN)

will be monitored via Fiserv’s [***]

monitoring product on a 7 x 24 basis by trained, on-site, network

technicians.  The service provided by

Fiserv for this option includes:




 




1.             Network

Design Services




 




a)              Define requirements

and work with the client to determine the network needs at each site.




b)             Design all wide area

network connectivity requirements.




c)              Recommend a

branch-to-gateway/server configuration.




d)             Recommend network

backup and recovery options.




e)              Specify equipment

types and Permanent Virtual Circuit (PVC) bandwidth requirements.




f)                Recommend a

methodology for disaster recovery.




g)             Create detailed

network documentation and diagram.




 




2.             Network

Installation Services




 




a)              Coordination of all

circuit related installations and changes for the initial installation and

ongoing, which includes:




 




1.             Identify all ports and access speeds.




2.             Identify CIR and PVC requirements.




3.             Order circuits.




4.             Create a database identifying the requirements of each

branch location.




5.             Establish D-mark locations with site contact and

carrier.




6.             Establish install dates with client and carrier.




7.             Inform site contacts of install dates and coordinate

visits.




8.             Work with carrier to have all circuits extended out of

the wiring closets.




9.             Manage any schedule changes.




10.           Work through facility problems.




11.           Work through circuit problems

(location and performance).




 




b)             Coordination of all

hardware related installations and changes for the initial installation and

ongoing, which includes:




 




1.     Establish all equipment requirements in accordance with Fiserv

standards.




2.     Establish all cable / pin-out requirements.




3.     Order all equipment.




4.     Create detailed network diagrams.




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




6.     Establish equipment installation location with site contact.




7.     Schedule installation with vendor and site contact.




8.     Manage any schedule changes.




 




7





























 




9.     Establish standards for equipment options.




10.   Configure and option all equipment.




11.   Resolve all hardware performance issues.




12.   Resolve all hardware/carrier trouble-shooting

issues.




13.   Ensure error-free testing is achieved.




 




c)              Provide high-end

router connectivity at the [***],

which includes hot spares for the backbone routers.




d)             Build a site profile

for each client location in the telecommunications inventory and problem

management system that identifies the circuits, hardware and site contact.




e)              Build icons and

update all network management systems for each network addition and/or change.




 




3.             Ongoing

Network Monitoring




 




a)              Proactive Network

Management through the use of [***].




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




c)              Use of a problem

management system for tracking all outages and providing a historical database

and trend analysis.




d)             Trouble shooting with

the use of high-end test equipment that includes, but is not limited to:




 




1.     [***]




2.     [***]




3.     [***]




 




e)              Traffic analysis

through the use of [***].




f)                Backup of all

network management systems [***];

backup of the router configurations after each change.




g)             Coordination with the

carrier, DSU, and router vendors to provide efficient service and performance.




h)             Ownership of WAN

related issues, maintenance scheduling, and tracking of all problems until they

are resolved.




 




4.             Ongoing Network

Support




 




a)              Work with the client

to apply configuration changes if needed to efficiently run client and Fiserv

applications. Fiserv warrants that (i) each Client branch contemplated in the

initial network described in Exhibit A may be reconfigured [***] without any change in equipment, and

(ii) the initial network as described in Exhibit A will support the transaction

volumes set forth in the following table at service levels which satisfy the

requirements described in Exhibit H.




 




8





























 




Core Application Volumes




 




	

  System/Service

  Description


  	

   


  	

  Unit of Measure


  	

   


  	

  Monthly Volume


  
	

  Account Analysis


  	

   


  	

  accounts


  	

   


  	

  [***]


  
	

  Account Reconcilement


  	

   


  	

  items


  	

   


  	

  [***]


  
	

  ACH Receiving


  	

   


  	

  transactions


  	

   


  	

  [***]


  
	

  ACH Origination -2 types P&H


  	

   


  	

  transactions


  	

   


  	

  [***]


  
	

  WAN


  	

   


  	

  transactions


  	

   


  	

  [***]


  
	

  ACH FEDI Origination


  	

   


  	

  transactions


  	

   


  	

  [***]


  
	

  ACH Risk Processing


  	

   


  	

  companies


  	

   


  	

  [***]


  
	

  Bill Payment Customers (90% on Internet)


  	

   


  	

  active

  customers


  	

   


  	

  [***]


  
	

  Commercial Loans


  	

   


  	

  open

  notes


  	

   


  	

  [***]


  
	

  Customer Relationships


  	

   


  	

  accounts


  	

   


  	

  [***]


  
	

  Customer Service/Back Office


  	

   


  	

  workstations


  	

   


  	

  [***]


  
	

  Demand Deposits (Retail and Commercial)


  	

   


  	

  accounts


  	

   


  	

  [***]


  
	

  General Ledger


  	

   


  	

  transactions


  	

   


  	

  [***]


  
	

  General Ledger


  	

   


  	

  accounts


  	

   


  	

  [***]


  
	

  Heloc/Overdraft Loans


  	

   


  	

  open

  accounts


  	

   


  	

  [***]


  
	

  Internet Banking Commercial


  	

   


  	

  active

  customers


  	

   


  	

  [***]


  
	

  Internet Banking Retail


  	

   


  	

  active

  customers


  	

   


  	

  [***]


  
	

  Internet Banking Bill Payment


  	

   


  	

  active

  customers


  	

   


  	

  [***]


  
	

  Microfiche Originals


  	

   


  	

  fiche

  sheets


  	

   


  	

  [***]


  
	

  Microfiche Copies


  	

   


  	

  fiche

  sheets


  	

   


  	

  [***]


  
	

  Mortgage Loans


  	

   


  	

  open

  accounts


  	

   


  	

  [***]


  
	

  (INCLUDING INVESTOR LOANS SOLD -3779)


  	

   


  	

   


  	

   


  	

  [***]


  
	

  On-Line Collections


  	

   


  	

  accounts


  	

   


  	

  [***]


  
	

  Platform Automation/Seats


  	

   


  	

  workstations


  	

   


  	

  [***]


  
	

  Retail Loans


  	

   


  	

  open

  accounts


  	

   


  	

  [***]


  
	

  Retirement Planning (IRAs)(See Time

  Below)


  	

   


  	

  open

  accounts


  	

   


  	

  [***]


  
	

  Safe Deposit Boxes


  	

   


  	

  open

  accounts


  	

   


  	

  [***]


  
	

  Savings Deposits


  	

   


  	

  open

  accounts


  	

   


  	

  [***]


  
	

  Telephone Banking Non-Bill Payment


  	

   


  	

  active

  accounts*


  	

   


  	

  [***]


  
	

  Telephone Banking Bill Payment


  	

   


  	

  active

  accounts*


  	

   


  	

  [***]


  
	

  Telephone Banking-By VRU


  	

   


  	

  transactions


  	

   


  	

  [***]


  
	

  Telephone Banking-By Agents


  	

   


  	

  transactions


  	

   


  	

  [***]


  
	

  Teller Automation/Seats


  	

   


  	

  workstations


  	

   


  	

  [***]


  
	

  Time Deposits (includes IRAs)


  	

   


  	

  open

  accounts


  	

   


  	

  [***]


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Total number of opened and closed

  accounts for savings and loan products on current system


  	

   


  	

   


  	

   


  	

  [***]


  





 




9





























 




b)             Coordinate memory and

operating system upgrades for all network hardware on an as needed basis.




c)              Administer security

within the wide area network.




d)             Perform ongoing

strategic planning with the client to insure future requirements are being

addressed and prepared for.




e)              Provide a network

management infrastructure that will be used to manage and support emerging

technologies.




f)                Coordinate network

disaster recovery planning and provisioning.




g)             Provide registered IP

addresses for network components.




 




5.                                       Fiserv

will establish router passwords upon completion of the client network

installation.  Fiserv will have the

right to apply filters and access lists necessary to maintain the security of

the Fiserv network. Enabled passwords will not be available to the client.  As part of our Network security policy, Fiserv

maintains [***].




 




6.                                       A

support policy has been defined to implement client needed changes to router

configurations.  All changes will be completed

within 3 - 5 business days from time of request.




 




7.                                       Fiserv

will provide IP addressing for the routers that will include valid Internet

addresses that are part of the addressing scheme purchased [***].  [***].




 




8.                                       The

installation of a Wide Area Network may provide your institution with access to

new applications, and increased productivity. 

A few examples of  these  are:




 




a)              [***].




b)              Internet

Access




c)              Centralized

Gateways - Centralizing Gateways at WAN Hubs may ease the burden of

maintaining a Gateway at each location.




d)              Electronic

Mail -  A WAN may provide the

ability to carry E-Mail between each of your institutions locations.




e)              File

/ Document Sharing – A WAN can provide users in each site to access

centrally located files or documents.




 




9.                                      Explanation

of the Cost Structure - The provisioning cost covers equipment,

equipment installation, maintenance and monthly circuits.  Fiserv Professional Service fees apply to

the equipment setup services provided by Fiserv and Fiserv’s ongoing network

monitoring.




 




Problem resolution may

require participation by the primary circuit carrier and third party hardware

vendors.  The following outlines the

service level management process with these vendors:




 




a)              [***]

provides maintenance coverage from 24 hour a day, seven days a week, with a

four-hour response time commitment.




 




b)              The [***]

to restore an outage of a PVC or Port

within [***] after a Customer has

reported the issue and within [***] if a technician is required to be dispatched to

the Customer site.




 




10





























 




Cost

Summary




 




	

  Item


  	

   


  	

  Qty


  	

   


  	

  Unit Price


  	

   


  	

  Extended Price


  	

   


  	

  Install


  	

   


  	

  Extended


  Install


  	

   


  	

  Monthly


  	

   


  	

  Extended


  Monthly


  	

   


  	

  One


  Time


  	

   


  	

  Extended


  One Time


  	

   


  	

  Monthly


  Recurring


  	

   


  	

  Extended


  Monthly


  Recurring


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

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  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

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  [***]


  	

   


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

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  [***]


  	

   


  	

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  [***]


  	

   


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

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  [***]


  	

   


  	

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  [***]


  	

   


  	

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  [***]


  	

   


  	

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  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  Total One Time


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Total Monthly


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  Grand Totals


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  One Time


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 




1)              Circuit installation

fees [***].  Any early termination penalties charged by

third party vendors will be passed to the client at Fiserv’s cost.




2)              Monthly circuit and

PVC pricing includes estimated tax.  Tax

on products and services, other than circuits, is not included in this

agreement.




3)              Usage fees for dial

up services, such as ISDN, will be passed on to the client at Fiserv’s cost.




 




11





























 




4)              Estimated inside

wiring fees have been included. These fees are listed in the Cost Summary as

installation fees associated with the circuits.  Inside wiring cost may be increased based on many factors.  Examples a products and services that could

increase the inside wiring cost include, but are not limited to:




 




Racks




Rack Accessories




Surface Runway




Core drilling / Wall

Penetration / Sleeve / Fire Seal




Cabling outside of the

scope of work




Mileage and lodging

charges for remote sites




 




5)              Current third party

deinstallation charges, if any, are not included in the above agreement and

will be passed to the client at Fiserv’s cost.




 




[***]




 




12





























 




EXHIBIT B




 




PROBLEM RESPONSE AND NETWORK REPORTS




Problem

Response




 




Although Fiserv has made a huge commitment in tools

for monitoring the network and host operating systems, not every performance

problem will trigger an alert. Therefore, clients should report any network or

operational problem to Philadelphia Network Support as soon as it occurs.

Network Support is the focal point for all operational issues; its goals are

the following:




 




1.     Network Support representatives will strive to keep the

call-on-hold queue time less than [***]

before initial pick-up.




 




2.               Network Support

representatives will perform first-level problem determination and resolve

basic issues during the client’s initial call.




 




3.               Network Support

representatives will create a trouble ticket for all problems.  Problems that they cannot resolve will be

escalated to the appropriate queue: the Network Support level 2 for all

communication issues and Computer Operations for mainframe-related issues.




 




4.               Network Support

representatives will ensure that for open problem tickets, there is dialog with

the client every [***] until the

problem is resolved (Monday through Friday, from 8 AM until 8 PM Eastern Time).

These calls are made to the failing site; if the client prefers these calls to

be placed elsewhere, the preferred call location should be pre-established with

Network Support.




 




5.               The Network Support

Unit will utilize high-end test equipment to diagnose a network problem and

contact the appropriate vendor to apply corrective action on all

Fiserv-supported facilities. This corrective action includes:




a.                                       Working

with and dispatching carriers to identify and resolve circuit issues.




b.                                      Working

with and dispatching hardware vendors to correct or replace hardware

components.




c.                                       Working

with technical support to ensure that the equipment version and revision levels

are functioning properly.




d.                                      Performing

traces and working with the System Programming Unit to review system software

and transmission protocol.




 




6.               Typical carrier

turnaround is to restore an outage of a PVC or Port within [***] after Fiserv reports the issue and

within [***] if it is necessary to

dispatch a technician to the client site.




 




7.               Fiserv circuit

escalation procedures for all carriers include the following:




a.                                       After

[***] the problem will be

escalated to the carrier Local Service Manager.




b.                                      After

[***] the problem will be

escalated to the carrier District Service Manager.




c.                                       After

[***] the problem will be

escalated to the carrier Regional Service Manager.




d.                                      After

[***] the problem will be

escalated to both the carrier National Service Manager and our vendor Account

Manager.




 




Note: The Network Support

Unit will not wait the [***]

intervals before escalating if they determine the service being provided by the

carrier to be less than acceptable. In the event of a T1 failure, the carrier’s

Local Service Manager will be notified immediately (reducing the normal

escalation process by [***]).




 




13





























 




8.               Fiserv recommends

that clients provide for backup using one of the following: ISDN dial backup,

redundant hardware, multiple links, or alternate PVCs. If provision for backup

is not made at the time of the initial installation, extended down time may be

experienced during an outage. Fiserv reserves the right to schedule the

implementation of emergency services (such as dial backup) within [***], based on the Fiserv workload and the

percentage of the client network that is affected by the outage. In these

cases, the client should send a request to [***];

Fiserv will provide a cost quotation and target date.




 




9.               Equipment

escalation procedures will be conducted within the guidelines set in the

maintenance contract that was purchased by the business unit:




a.                                       [***]

provides maintenance coverage from 8:00 AM to 5 PM (client local time) Monday

through Friday, with a [***]

response time commitment.  After-hours

support is guaranteed [***]




b.                                       [***]

provides maintenance coverage from

8:00 AM to 6:00 PM (client local time) Monday through Friday, with a [***] response time commitment. After-hours support is [***]–not guaranteed.




 




Note:

Enhanced maintenance contracts can be purchased from these vendors.




 




10.         The Fiserv Network

Support Unit will also work with the client to help resolve an issue that is

taking place within the client-supported network.   These services may be billable, and Fiserv is limited in the

diagnostic steps that can be performed.




 




11.   Fiserv will have the right to apply filters

and access lists necessary to maintain[***]. [***] will not be available to the

client. Network technicians will provide on-site 7-day / 24-hour support;

senior network technicians are available and on call during non-prime time

hours.




 




12.         Training remains an ongoing

objective for Network Support Unit personnel. 

Staff development will continue to target technical expertise and

improved client sensitivity.




 




Proactive

Monitoring




 




Proactive monitoring of a client network consists of

the following:




 




1.               Network technicians

proactively monitor the various Network Management Systems (NMS) for

performance issues. It can take up to [***]

for the NMS to complete [***]

(this is standard within the industry), and not all problems will trigger an

alert. As a result, the Network Services Unit may not yet be aware of an issue

when a client calls to report it.




2.               Proactive

monitoring is extremely beneficial during the off hours, when an unmanned site

encounters a circuit problem. The Network Support Unit will attempt to restore service

prior to business hours, and will inform the client’s telecommunication

representative via e-mail when this occurs.




3.               Proactive

monitoring is also beneficial in correcting issues before they affect

performance. The Network Support Unit will analyze weekly reports that detail

network performance. Any errors detected within the network will be acted upon

and corrected by the network technicians.




4.               The Network Support

Unit will notify the client in writing when a network performance threshold is

met and an upgrade to the network is required. A ticket will be created and

will remain open until the situation is corrected. This ticket will appear on

the client’s monthly ticket report until it is resolved.




 




14





























 




 




5.               As a matter of

information, the following table lists the exceptions that Fiserv monitors, the

thresholds that are set, and the action that Fiserv will take. As indicated in

the “Fiserv Action” column, in most instances exceptions are addressed without

client interaction.




 




	

  Exception


  	

   


  	

  Threshold


  	

   


  	

  Fiserv Action


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, pursue with carrier & hardware vendors.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, pursue

  with carrier.  Inform client if

  upgrade is recommended.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, pursue

  with carrier.  Inform client if

  upgrade is recommended.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, pursue

  with carrier.  Inform client if

  upgrade is recommended.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, pursue

  with carrier & hardware vendors.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, inform

  client upgrade is recommended.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, inform

  client, upgrade is recommended.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, inform

  client upgrade is recommended.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, adjust

  buffers.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, pursue

  with carrier.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, pursue

  with carrier.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, pursue

  with carrier & hardware vendors.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, pursue

  with carrier.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, pursue

  with carrier.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, notify

  client  upgrade is recommended.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, notify

  client upgrade is recommended.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, notify

  client  upgrade is recommended.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Open ticket, notify

  client upgrade is recommended.


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  	

  Refer to third level

  support.


  	

   


  





 




15





























 




Note:

Proactive monitoring does not include customer-supported devices

such as servers, gateways, hubs, switches and local area networks. Also, the

Help Desk will not contact the client site when we experience major Network,

Host, CICS, or Inquiry-related problems. Such major outages invoke Standard

Code Red procedures, with communication from Pittsburgh Customer Service.




 




Network Performance Reports




 




Detailed online network performance reporting is

available to all clients currently utilizing Wide Area Network (WAN)

technology. The reports are accessed through a web browser. They are broken

down by each router in the network. Three reports are available:




 




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




 




a.             circuit utilization




 




b.             router utilization




 




c.             utilization of the Ethernet or token ring attached to

the router




 




These statistics are

updated hourly.




 




2.     Trend reporting that includes site-by-site circuit utilization

spanning a two-month period.




 




3.     Detailed Excel spreadsheets that contain the information

provided in the above trend report.




 




 




In addition to network performance reports, trouble

ticket reports are also available.  Four

reports are produces and they contain the following information:




 




16





























 




1.     Problem description, problem detail & resolution




2.     Average ticket queue time & time to resolve




3.     Number of tickets resolved in < 1 Hour, < 2 Hours, < 3

Hours, < 4 Hours , < 5 hours & > 5 hours




4.     Tickets sorted by resolution




 




For details on how to access these network reports,

please send a request to [***]




 




Response

Time




 




Response time monitoring is currently on an “as problems

occur” basis. Any problems in these areas are to be reported to Network

Support. Response-time issues related to the over-utilization of circuits will

be reported to the appropriate client so that client can work with the Planning

Unit on a potential redesign or upgrade.




 




Circuit

Availability




 




All lines are available 7 x 24 except [***]. 

Any planned outage that extends beyond this [***] or requires a different time period, will be

communicated in advance to the appropriate parties.




 




17





























 




EXHIBIT C




 




HOW

TO REQUEST A NETWORK REDESIGN PROPOSAL




 




The process described below applies to requests for

the following services:




 




•      Converting from a multi-drop or digital T1

environment to a routed frame relay network.




 




•      Enhancing the capabilities of the existing

network.




 




•      Implementing a new network.




 




To obtain a redesign proposal, simply submit a request

via the Internet to [***].  The request will be directed to

the Project Management Unit mailbox. Please include the same information that

is requested on the Telecommunications Request Form (available

in the Forms

section of the Client Services Partners in Excellence Manual). If Internet

access is not available at your site, the request form may be completed and

faxed to [***].




 




To request a proposal for a network reconfiguration,

please submit the request form to the Project Management Unit (via e-mail to [***]  or fax to [***]). If you have questions when completing the form, please

call [***], at [***], extension [***].




 




Upon receipt of your request, Fiserv will take the

following action:




 




1.               Assign a Network

Engineer for the request.




 




2.               Assign a project

number.




 




3.               The Network

Engineer will contact the requester via e-mail and phone (via fax and phone if

e-mail is not available) within one working day to verify receipt of the

request, review the request, and obtain additional information if needed. If

this contact does not take place, the requester should assume that the Project

Management Unit did not receive the request.




 




4.               Once the Network

Engineer has received all of the required information, a network proposal will

be completed and presented to the requester within 10 working days. The size of

the network could extend this process; please see Attachment E, Lead Times, for

more details.




 




18





























 




EXHIBIT D




 




HOW TO REQUEST A NETWORK CHANGE




 




The process described below applies to requests for

the following services:




 




•      Installing a new network




 




•      Adding new circuits to an existing network




 




•      Making system software gen changes




 




To request a change, please submit a request via the

Internet to [***]. The request

will be directed to the Project Management Unit mailbox. Please include the

same information that is requested on the Telecommunications Request Form (available

in the Forms

section of the Client Services Partners in Excellence Manual). If Internet

access is not available at your site, the request form may be completed and

faxed to [***]. If you have

questions when completing the form, please call [***], at [***],

ext. [***].




 




Upon receipt of your request, Fiserv will take the

following action:




 




1.                                       Assign

a Project Manager for the request.




 




2.                                       Assign

a project number.




 




3.                                       The

Project Manager will contact the requester via e-mail and phone (via fax and

phone if e-mail is not available) within one working day to verify receipt of

the request, review the request, and obtain additional information if

necessary. If this contact does not take place, the requester should assume that

the Project Management Unit did not receive the request.




 




4.                                       Once

the Project Manager has received all of the required information, a cost quote

will be sent to the requester (if costs are associated with the change) within

five days.  Networks consisting of more

than 10 sites will require extra time; add one working day for each additional

group of 10 sites.




 




5.                                       Upon

receipt of a signed acceptance letter, Fiserv will initiate the appropriate

orders within 5 working days. Networks consisting of more than 10 sites will

require extra time; add one working day for each additional group of 10 sites.

Please see Attachment E, Lead Times, for more details.




 




6.                                       Fiserv

will send the requester a copy of the project, showing the name of the Project

Manager and the project number. This will enable the requester to contact the

Project Manager directly with any questions regarding the request; please be

prepared to provide the project number when making inquiries.




 




19





























 




EXHIBIT E




 




HOW TO DISCONNECT EXISTING CIRCUITS




 




It is necessary that clients submit a request to

Fiserv if they wish to disconnect an existing circuit. If Fiserv is managing a

project to upgrade circuits or move a site, the client must issue a disconnect

order at the completion of the upgrade or relocation. A request for

disconnecting an existing circuit should contain the following information:




•                  Street

address




•                  Telephone

number including area code




•                  Site

contact




 




A request to

disconnect a circuit may be made via the Internet to [***]. If Internet access is not available at your site, a

Telecommunications

Request Form (available in the Forms section of the Client Services Partners in Excellence

Manual) may be completed and faxed to [***]. If you have questions, please call [***], at [***],

extension [***].




 




At the completion of an upgrade, site closure, or

relocation (when redundant circuits were required), it is the client’s

responsibility to submit a separate request to disconnect these redundant

facilities.




 




Fiserv will contact the requester within one working

day to verify receipt of the request, review the request, and obtain additional

information if necessary. If this contact does not take place, the requester

should assume that the Project Management Unit did not receive the request.




 




Upon receipt of the signed authorization for

disconnecting an existing circuit, Planning will verify that the information is

correct and submit a request to the carrier. Most carriers will stop billing 30

days after receiving the disconnect order. The billing adjustment on your

Fiserv invoice will take place approximately 30 days after the circuit is

disconnected and will be adjusted according to the disconnect date. Should you

have any questions, please contact your Fiserv Relationship Manager.




 




20





























 




EXHIBIT F




 




PROJECT

LEAD TIMES




 




Most projects require coordination among multiple

vendors, representatives from the client organization, and Fiserv.  Time frames will vary, depending upon the

size and complexity of the proposed project. 

Fiserv’s receipt of the signed authorization from the client institution

triggers the time frames outlined below.




 




We encourage you to use this information as a planning

tool for mapping the length of time that will elapse between the date Fiserv

receives your authorization to proceed with a network change and the date that

you can expect the change to be implemented.




 




Client needed changes to router configurations (IP

addresses, access list, etc.) will be completed within [***] business days from receipt of request

(if non billable), and [***]

business days from receipt of authorized / signed Proposal (if billable).  Requests for System Gen changes require [***] business days prior to the Gen Weekend.  See Exhibit G.  The following chart shows the typical processes and number of

business days needed to implement a network of one to ten branches; note that

some processes can run concurrently.




One to Ten Branches — One Hub Site




 




	

  Process


  	

   


  	

  No. of


  Days*


  	

   


  	

  Day 5


  	

   


  	

  Day


  10


  	

   


  	

  Day


  15


  	

   


  	

  Day


  20


  	

   


  	

  Day


  25


  	

   


  	

  Day


  30


  	

   


  	

  Day


  35


  	

   


  	

  Day


  45


  	

   


  	

  Day


  50


  	

   


  
	

  Signed Proposal


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Place Orders


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Software (Gen)


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Hardware


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Circuit ([***] Frame)**


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Install and Test


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Production


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  





 






















  *            Days

refer to business days.




 




**                                  [***] is not

accepting any expedite requests for circuit installations at this time; 40 days

is best case, and lead time could be much longer dependant upon area of country

circuit is being installed. Lead times for local providers may be shorter.




 




21





























 




A larger number of branches and additional hub sites

in the design will extend the amount of time that is required to design and

fully implement a new network.  The

following chart shows the additional lead time necessary to implement networks

that consist of more than 10 branches:




 




More than Ten Branches




 








	

  Task


  	

   


  	

  Business

  Days


  	

   


  
	

  [***]


  	

   


  	

  Add 1 business day for every 10 additional sites. 


  Example: 40 branches = 13 business days (an increase of 3 days)


  	

   


  
	

  [***]


  Lead Time


  	

   


  	

  Add 1 business day for every 10 additional sites. 


  Example:  40 branches = 6 business

  days (an increase of 3 days)


  	

   


  
	

  [***]


  Lead Time


  	

   


  	

  Add 1 business day for every 5 additional sites. 


  Example:  40 branches = 36 business

  days (an increase of 6 days)


  	

   


  
	

  [***]


  Lead Time


  	

   


  	

  Add 1 business day for every 3 additional sites.  


  Example:  40 branches = 15 business

  days (an increase of 10 days)


  	

   


  










 




Disconnecting

an Existing Circuit




 








	

  Process


  	

   


  	

  No. of


  Days*


  	

   


  	

  Day 5


  	

   


  	

  Day


  10


  	

   


  	

  Day


  15


  	

   


  	

  Day


  20


  	

   


  	

  Day


  25


  	

   


  	

  Day


  30


  	

   


  
	

  Request to

  Planning


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Place Orders


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Local Carrier

  Disconnect


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  [***]

  Disconnect


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  










 






















* Days refer to business days.




 




22





























 




EXHIBIT G




 




SYSTEM GEN SCHEDULE FOR [***]




 




In addition to the time frames given for new

installations or changes to existing networks, your planning should take into

account the specific dates (referred to as Gen Weekends) on which terminals or

printers can be added to, changed, or deleted from the [***]. 

It is necessary that Planning receive such requests [***] business days prior to the Gen Weekend.




 




You may submit a request via the Internet to [***] or via fax to [***]. Fiserv will contact the requester

within one working day to verify receipt of the request, review the request,

and obtain additional information if necessary. If this contact does not take

place, the requester should assume that the request was not received.




 




The available dates for [***] are shown below; also listed are the dates that the

request must be received by Planning to be included in the gen.




 




[***] Gen

Weekends




 








	

  Gen

  Weekend


  	

   


  	

  Request to

  Planning


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  
	

  [***]


  	

   


  	

  [***]


  	

   


  










 




If a request is not received by the “Request to

Planning” date listed above, it will be included in the next scheduled software

gen.




 




Due to the multiple activities required to process

these requests, groups consisting of more than [***] Logical Units (LUs) must be submitted earlier than the

date shown in the “Request for Planning” box. 

Add one day for each additional group of [***] LUs (e.g. if [***]

LUs are being generated, the request must be submitted two days earlier than

the date shown in the “Request for Planning” box).




 




23





























 




EXHIBIT

H




 




SERVICE

LEVEL COMMITMENTS




 




1.     Service Level Commitments.




 




For purposes of the service level commitment

categories set forth below, the described services shall be deemed to be

“available” to Client if the Fiserv computer system, including all hardware and

software necessary to provide the Client with the Services contemplated by this

Agreement, is functioning and able to accept and process all input contemplated

by this Agreement from Client and necessary to provide the Services in

question.  All service levels

commitments shall be averaged over a calendar month and national holidays are

excluded.




 




(a)          Response Time.  Fiserv shall provide response time for the

central processor to receive an Inquiry transaction from the communications

controller at the Fiserv data center, [***]

of the time during each hour from 8:00AM to 8:00PM Client Local Time (“CLT”),

Monday through Saturday.




 




(b)         Report Availability.  Fiserv shall make available to the Client or

other output distribution medium or product, critical reports for the Basic

Services, no later than 7:00AM CLT each business day or 10:00AM CLT if such

business day falls on the first calendar day of the month (General Ledger an

additional 2 hours in each case), provided the Client has completed

transmission of the data to be used in generating such reports to Fiserv no

later than 12:01AM CLT.  Fiserv shall

provide such reports to the Client for each Basic Service in accordance with

the above schedule [***] of the

time.  The “Basic Services” are [***]. 

The algorithm to calculate availability is:  [***] core

applications multiplied by the number of processing days in a calendar month [***].




 




(c)          Teleprocessing

Availability.  Fiserv shall make its

teleprocessing services available to the Client [***] of the time during each hour from 8:00AM to Midnight

CLT, Monday through Saturday, excluding overnight batch processing.




 




2.     Cure.




 




In the event that the Fiserv

performance fails to meet the service level commitments set forth in this

Section, the Client shall notify Fiserv in writing of such failure and shall

work with Fiserv to specifically identify the problem.  If a deficiency is determined by the

parties, Fiserv shall institute cure procedures.  If the deficiency is not cured within [***],

Fiserv shall institute [***] of the Fixed Monthly Fee each month for each

deficient service level commitment category until it is cured.  If any deficiency (i) persists for an [***]

at a level [***], or (ii) recurs (once cured) more than [***]

during any twelve month period, upon receipt by Fiserv of prior written notice,

the Client may elect to terminate this Agreement, without the payment of

liquidated damages or other termination charges, upon payment of any fees or

sums due pursuant to this Agreement.  Fiserv

agrees to cooperate with the Client to achieve the deconversion schedule.




 




24





























 




EXHIBIT

I




 




PURCHASE

OF EQUIPMENT THROUGH FISERV




 




Client agrees to purchase, and Fiserv agrees to sell,

Equipment (as hereinafter defined) on the terms and subject to the conditions

hereinafter set forth:




 




1.     Equipment and Fiserv Obligations.




 




Equipment, if any, being purchased through Fiserv

shall be described in Exhibit A hereto, or in a signed order letter from Client

to Fiserv specifying the quantity, type and price for the equipment desired,

(the “Equipment”).  Client understands

that Fiserv is acting as an independent sales organization representing each

manufacturer or supplier (each, a “Manufacturer”) identified in Exhibit A.  Client also understands and agrees that the

ability of Fiserv to obtain the Equipment may be subject to availability and

delays due to causes beyond the control of Fiserv.  Fiserv shall promptly place any orders submitted under this

Agreement with each Manufacturer and shall, at Client’s direction, request

expedited delivery whenever available.




 




2.     Delivery and Installation.




 




(a)          Delivery.  On Client’s behalf, Fiserv shall arrange for

delivery of the Equipment to the site or sites (“Installation Site(s)”)

designated by Client on or about the date (the “Delivery Date”) requested.  In the absence of shipping instructions,

Fiserv shall select a common carrier on behalf of Client.  Client shall be responsible for appropriate

property insurance for all equipment, whether Client-owned or Fiserv-owned,

within Client’s premises.




 




(b)         Installation and

Acceptance.  Fiserv shall arrange

for the installation of the items of Equipment in consideration of the

Installation Fees listed on Exhibit A. 

Client shall not perform any installation activities without the written

consent of Fiserv.  Fiserv or its

designee shall have full and free access to the Equipment and the Installation

Site until installation is completed. 

If a suitable installation environment is not provided by Client, then

Fiserv shall be required to perform only as many normal installation procedures

as it deems to be practicable within the available facilities.  Installation of Equipment will take place

during normal Fiserv business hours, Monday through Friday, exclusive of Fiserv

holidays, unless otherwise agreed by Fiserv. 

The Equipment shall be deemed to have been accepted when it has passed

either the Fiserv or the Manufacturer’s standard post-installation test procedures

at the Installation Site.




 




(c)          Installation

Environment.  Client shall provide a

suitable installation environment for the Equipment as specified by Fiserv or

its agents and any and all other specifications provided to Client by the

Manufacturer or Fiserv.  Client shall

also be responsible for furnishing all labor required for unpacking and placing

each item of Equipment in the desired location for installation.  Client shall be responsible for physical

planning including, but not limited to, floor planning, cable requirements, and

safety requirements in accordance with the installation manual and any and all

applicable building, electrical, or other codes, regulations, and

requirements.  All such physical planning

shall be completed on or before the delivery date for the Equipment.




 




(d)         Ongoing Maintenance.  Unless the parties agree otherwise, Fiserv

shall not be responsible for the provision of any maintenance or repairs to the

Equipment or of any parts or replacements for the Equipment.




 




1





























 




3.     Shipment, Risk of Loss and Title to

Equipment.




 




All prices shown on Exhibit A are F.O.B. at the

Manufacturer’s plant.  All

transportation, rigging, drayage, insurance, and other costs of delivery of the

Equipment to the Installation Site shall be itemized on an invoice submitted to

Client and shall be paid by Client. 

Risk of loss shall pass to Client upon shipment.  Title to the Equipment shall remain with the

Manufacturer until all payments for the Equipment have been made by Client and,

until such time, Client agrees that it shall not sell, transfer, pledge, or

otherwise dispose of the Equipment without the prior written consent of Fiserv.




 




4.     Security Interest.




 




Client grants Fiserv a security interest in all the

Equipment and the proceeds thereof until the purchase price due Fiserv therefor

shall have been paid in full.  Client

shall execute any instruments or documents Fiserv reasonably deems appropriate

to protect the security interest and, in any event, this Agreement shall

constitute a financing agreement within the meaning of Article 9 of the Uniform

Commercial Code and a copy of this Agreement may be filed at any time after

signature by Fiserv as a financing statement for that purpose.  In the event of default in payment or other

breach by Client, Fiserv shall have all rights and remedies of a secured

creditor upon default as provided by applicable law.  Fiserv shall, at its sole expense, file releases for any financing

statements recorded pursuant to this Agreement promptly upon receipt of final

payment.




 




5.     Warranties.




 




Fiserv warrants that Client will acquire good and

clear title to the Equipment free and clear of all liens and encumbrances.  Fiserv hereby assigns to Client all

warranties the Manufacturer has granted to Fiserv with respect to the Equipment

as set forth on Exhibit A.  Client

hereby agrees to all of the terms and conditions applicable to those warranties

and acknowledges that: (i) neither the Manufacturer nor Fiserv warrants that

the use of the Equipment will be uninterrupted or error free; and (ii)

Manufacturer’s warranties, and the assignment of such warranties by Fiserv to

Client, shall not impose any liability on Fiserv due to the services or

assistance provided to Client by Fiserv with respect thereto.




 




2





























 




Fiserv Solutions, Inc., a

Wisconsin corporation d/b/a ImageSoft Technologies (“ImageSoft”) and Compass

Bank for Savings, including it’s subsidiaries, (“Client”) wish to add this Exhibit

I-I to the Agreement dated July 24, 2002. In the event of a conflict between

the base Exhibit I and this Exhibit I-I, this Exhibit I-I will control.  Client agrees with ImageSoft as follows:




 




Exhibit I-I




ImageSoft

Technologies




 




WHEREAS, ImageSoft is the licensor of the Software (as

defined below), and




 




WHEREAS, Client wishes to install and Use (as defined

below) the Software in Client’s premises.




 




NOW, THEREFORE, the parties agree as follows:




 




1.             Definitions




 




1.1                                 ‘Accounts’

means the total number of individually designated accounts processed by the

Software.




 




1.2                                 ‘Asset

Size’ means Client’s total asset size as determined by the most current

McFadden Financial Directory.




 




1.3                                 ‘Basic

Maintenance Services’ means services to correct a Nonconformity in the original,

unmodified Software.  Basic Maintenance

Services are available only with respect to the current and last prior release

of the Software.




 




1.4                                 ‘Computer

System’ means that computer machinery 

and manufacturer-supplied software used to operate the Software

identified on the Schedules.  Client

shall have sole responsibility to own or lease, unpack, plan, install, test,

and maintain the equipment according to any and all applicable building or

electrical codes, regulations or requirements, as well as the manufacturer and

ImageSoft recommendations.




 




1.5                                 ‘Enhancements’

means modifications made to the Software that add program features or functions

not originally within the Software and that are generally provided upon payment

of additional License Fees.  ImageSoft

reserves the right to define which changes are upgrades or separately priced

enhancements.




 




1.6                                 ‘Implementation’

means the earlier of (a) successful completion of all tasks specified in the

Schedules; or (b) Use of the Software in Client’s business for a period of 10

days without a Severity One Nonconformity.




 




1.7                                 ‘Location’

means the designated premises identified on the Schedules where the Computer

System is located.




 




1.8                                 ‘Maintenance

Fee’ means the total annual fee specified on the Schedules for maintenance

services.




 




1.9                                 ‘Nonconformity’

means a failure of the Software to perform in substantial accordance with the

functions described in ImageSoft’s documentation.




 




1.10                           ‘Professional

Service Fees’ means the amounts specified on the Schedules for professional

services rendered by ImageSoft to Client.




 




1.11                           ‘Software’

means the standard, unmodified computer programs in object code, and procedure

statements in machine readable form, together with one set of ImageSoft

standard documentation as listed on the Schedules.  Software does not include separate, independent, and stand-alone

modules or subsystems that Client develops and maintains without ImageSoft’s

assistance, nor does it include Third Party software.




 




1.12                           ‘Special

Maintenance Services’ means any other maintenance services as specified on the

Schedules.




 




1.13                           ‘Severity

One Nonconformity’ means any problem that brings the operating system down or

otherwise totally disables Client’s ability to operate the Software normally,

including errors that prevent all useful work from being done, disable major

functions from being performed, or that disable only certain non-essential

functions and that result in substantially degraded operations.




 




1





























 




1.14                           ‘Specification

Nonconformity’ means a failure of the modified Software to operate in

accordance with the Functional Specifications.




 




1.15                           ‘Third

Party’ means any party other than ImageSoft’s employees or subcontractors and

Client.




 




1.16                           ‘Total

License Fee’ means the total sum specified on the Schedules for the

Software.  Any fees for modifications,

enhancements, upgrades, or additions to the Software are excluded from this

Exhibit unless otherwise specified.




 




1.17                           ‘Upgrades’

means changes made to maintain compatibility with new system software releases

or to improve existing features and operations within the Software.  This primarily includes program fixes to the

existing Software.




 




1.18                           ‘Use’

means copying or loading any portion of the Software from storage units or

media into any equipment for the processing of data by the Software, or the

operation of any procedure or machine instruction utilizing any portion of

either the computer program or instructional material supplied with the

Software.  Use is limited to the type of

operations described in ImageSoft documentation solely to process Client’s own

work, and that of it’s Affiliates (as defined herein)  limited to the designated number of copies, Accounts, and Asset

Size (if applicable).  Use specifically excludes

any service bureau or time-share services to Third Parties without ImageSoft’s

prior written consent and payment by Client of additional fees in accordance

with mutually agreed terms. ‘Affiliate’ means an entity that owns (as

determined by voting interest) more than 50% of Client; an entity that is more

than 50% owned by the same entity that owns more than 50% of Client; or an

entity of which Client owns more than 50%.




 




2.                                       License to

Use the Software




 




2.1                                 ImageSoft

agrees to furnish the Software to Client and does hereby grant to Client a

perpetual, non-exclusive, nontransferable License to Use the Software at the

Location to process the designated number of Accounts, limited to the

designated Asset Size as specified on the Schedules as applicable.  Redistribution rights, if any, to portions of

the Software shall be specified in the Schedules.




 




2.2                                 Client

may change the Location in the event Client transfers its data processing

department to a new location within the same country.  Client will provide ImageSoft with 15 days advance notice of any

proposed transfer of operations.




 




2.3                                 ImageSoft

prohibits the copying of any portions of the Software except that Client may

copy reasonable quantities of any standard end user documentation; and may copy

machine language code, in whole or in part, in reasonable quantities, in

printed or electronic form, for Use by Client at the Location for archive,

back-up, or emergency restart purposes, or to replace copy made on defective

media.  The original, and any copies of

the Software, or any part thereof, shall remain ImageSoft’s property.




 




2.4                                 Client

shall maintain any such copies and the original at the Location and one Client

archive site in the same country, which site is specified on the Schedules

(‘Archive Site’).  Client may transport

or transmit a copy of the Software from the Location or the Archive Site to

another location in the same country for back-up use when required by Computer

System malfunction, provided that the copy or original is destroyed or returned

to the Location or Archive Site when the malfunction is corrected.  Client shall reproduce and include

ImageSoft’s copyright and other proprietary notices on all copies, in whole or

in part, in any form, of the Software made in accordance with this Section.




 




2.5                                 Client

shall not decompile, disassemble, or otherwise reverse engineer the Software.




 




2.6                                 ImageSoft

grants Client the right to Use any modifications to the Software furnished or

authorized by ImageSoft pursuant to this Agreement.




 




2.7                                 Third

Party Software is provided to Client under the following supplemental terms:




 




(a) Use of Third Party

Software shall be restricted to use as part of the Software.




(b) ImageSoft and Third

Party Software owners shall not be liable for any damages, whether direct,

indirect, incidental, or consequential arising from the use of the Third Party

Software.




(c) Third Party Software

owners are hereby designated as third party beneficiaries of this Agreement as

it relates to their software.




 




3.                                       Professional

Services Terms




 




3.1                                 ImageSoft

will provide Client with modifications and




 




2





























 




other professional

service deliverables at the then current fees or rates for professional

services provided by ImageSoft.  All

such modifications and other professional service deliverables shall be

performed in accordance with the procedures set forth below.




 




3.2                                 Business

Requirements List.  Client shall

provide ImageSoft with all necessary information concerning Client’s

requirements.  ImageSoft shall review

and suggest revisions to such Business Requirements List on a timely

basis.  The parties shall mutually agree

in writing the final Business Requirements List for any project.




 




3.3                                 Functional

Specifications.  Any modifications

to the Software or other professional service deliverables shall be based on

specifications created by ImageSoft and approved by Client as provided below.




 




(a)           ImageSoft shall develop Functional

Specifications based on the Business Requirements List for Client’s written approval.  ImageSoft shall not be obligated to perform

any further development work until the Functional Specifications are approved

in writing by Client, which approval shall not be unreasonably withheld or

unduly delayed.




 




(b)           Modifications, changes, enhancements,

conversions, upgrades, or additions to the agreed upon work shall be added only

upon mutual written agreement.  In the

event the parties agree to add any such items, the Functional Specifications

and applicable Project Plan shall automatically be modified to the extent

necessary to allow for the implementation or provision of the items.




 




3.4                                 Project

Plan.  ImageSoft shall develop a

Project Plan for each modification to the Software or other professional

service deliverables based on the Functional Specifications.  Each such Project Plan shall contain a

listing of the nature and timing of tasks for the project, some of which are to

be performed by ImageSoft and some by Client. 

Modifications and changes to the Project Plan shall be only by mutual written

agreement of the parties.




 




3.5                                 Acceptance.  The Software modifications shall be deemed

accepted by Client (a) upon Client sign-off or; (b) by productive use of the

modified Software in Client’s business for a period of 10 business days unless

Client promptly notifies ImageSoft in writing (and with reasonable

particularity) upon conclusion of the acceptance test or earlier upon discovery

of any Specification Nonconformities disclosed by such testing or use.  ImageSoft shall correct any such Specification

Nonconformities without further charge to Client within a reasonable time of

such notice.




 




3.6                                 Should

ImageSoft provide installation, conversion, or training to Client, the fees

therefor shall be specified on the Schedules. If Client is unable to provide

reasonable access to required facilities or personnel or is unable to meet its

tasks assigned on the Business Requirements List or the Project Plan, ImageSoft

will endeavor to reschedule tasks to minimize the non-productive time arising.  All such non-productive time is chargeable

to Client.  If such non-productive time

is expected to be significant, ImageSoft will endeavor to reassign its

personnel to other suitable work.  In

this event, Client will not be charged for the time personnel were reassigned




 




4.                                       Maintenance

Services Terms




 




4.1                                 ImageSoft

will provide the following Basic Maintenance Services to Client:




 




(a)           10 hours of telephone support per

month during normal business hours.  If

Client exceeds 15 hours, Client will be contacted and invoiced for hourly

support at ImageSoft’s then current rates.




 




(b)           On-site support when requested by

Client at ImageSoft’s then current rates.




 




(c)           Software program fixes to correct

Severity One Nonconformities for the current and previous release will be

provided 24 hours per day, 7 days per week. 

ImageSoft will respond to a Severity One Nonconformity call within 2

hours.  In the event a Severity One

Nonconformity is not corrected within 24 hours of the call, ImageSoft shall

provide Client with a temporary fix or, if not correctable by a temporary fix,

provide on-site service.  Client agrees

to provide ImageSoft with reasonable assistance and information in connection

with the foregoing.




 




(d)           Software program fixes to correct

non-Severity One Nonconformities for the current and previous release will be

provided within a reasonable period of time




 




3





























 




upon notice by

Client.  Client agrees to provide

ImageSoft with reasonable assistance and information in connection therewith.




 




(e)           ImageSoft shall maintain the Software

in compliance with applicable State and Federal regulations that apply to

Client.  Software Upgrades will be

provided to Client.  Upon Client

request, ImageSoft will install such Upgrades at ImageSoft’s then current

rates.




 




(f)            Training for Upgrades may be offered

to Client at ImageSoft’s then current rates.




 




4.2                                 Special

Maintenance Services, if selected by Client, shall be designated on the

Schedules.




 




4.3                                 Client

agrees to train current and future employed staff members on the technical and

user operations of the Software.




 




4.4                                 ImageSoft

may utilize remote diagnostic software and dial-up telephone lines in providing

these services  subject to Client’s

network security requirements.  Client

shall reasonably cooperate and assist ImageSoft to expedite resolution of

Nonconformities.  Client is responsible

for costs associated with remote dial-up.




 




4.5                                 Should

ImageSoft’s review of the Nonconformity indicate, in ImageSoft’s reasonable

opinion, that the reported problem is not a defect in the Software but is due

to other problems including, but not limited to, input not in accordance with

specifications, additions to the Software not performed by ImageSoft, Client’s

failure to maintain the Computer System properly, or Client’s failure to

install required Software release(s) as instructed by ImageSoft, then:




 




(a)           Client agrees to reimburse ImageSoft

the related costs of work performed by ImageSoft in investigating the problem,

including related system costs, at ImageSoft’s then standard rates; and




 




(b)           On Client’s request, ImageSoft shall

advise Client whether ImageSoft can correct or assist in resolving such

problem, and the terms under which ImageSoft shall undertake the same; on

written acceptance by Client, ImageSoft shall correct or assist in resolving

the problem in accordance with such terms.




 




4.6                                 The

initial term of maintenance, Maintenance Fee, 

and adjustment terms are specified on the Schedules.  Maintenance Fees shall be subject to annual

increases and shall also be subject to increase following delivery of

Enhancement(s), modifications or additions to the Software, or changes in the

designated number of Accounts or Asset Size as specified in the Schedules.




 




5.                                       Use Of And

Rights To ImageSoft’s Work Product




 




All information, reports,

studies, object or source code, flow charts, diagrams, and other tangible or

intangible material of any nature whatsoever produced by or as a result of any

of the services performed hereunder (other than Client’s or it’s customers own data)

shall be the sole and exclusive property of ImageSoft or its corporate

parent.  Client shall be entitled to Use

all such work product produced by ImageSoft in accordance with the terms and

conditions of this Exhibit.




 




6.                                       Equipment

Terms




 




6.1                                 Client

agrees to purchase, and ImageSoft agrees to sell, the Computer System described

in the Schedules.  Client understands

that ImageSoft is acting as an independent sales organization representing each

manufacturer or supplier identified in the Schedules.




 




6.2                                 Client

also understands and agrees that the ability of ImageSoft to obtain the

Computer System may be subject to availability and delays due to causes beyond

the control of ImageSoft.  ImageSoft

shall promptly place any orders submitted under this Agreement with each

manufacturer or supplier and shall, at Client’s direction, request expedited

delivery whenever available.




 




6.3                                 Client

shall be responsible for appropriate property insurance for all equipment,

whether Client-owned or ImageSoft-owned, within Client’s premises.




 




6.4                                 On

Client’s behalf, ImageSoft shall arrange for delivery of the Computer System to

the site or sites (collectively, the ‘Installation Site’) designated by Client

on the Schedules on or about the date (the ‘Delivery Date’) requested by Client.  In the absence of shipping instructions,

ImageSoft shall select a common carrier.




 




6.5                                 Client

shall provide a suitable installation environment for the Computer System as

specified by ImageSoft or its agents and any and all other specifications provided




 




4





























 




to Client by the

manufacturer, supplier, or ImageSoft. 

Client shall also be responsible for furnishing all labor required for

unpacking and placing each portion of the Computer System in the desired

location for installation.  Client shall

be responsible for physical planning including, but not limited to, floor

planning, cable requirements, and safety requirements in accordance with the

installation manual and any and all applicable building, electrical, or other

codes, regulations, and requirements. 

All such physical planning shall be completed on or before the delivery

date for the Computer System.




 




6.6                                 All

prices shown on the Schedules are F.O.B. at manufacturer’s or supplier’s

plant.  All transportation, rigging,

drayage, insurance, and other costs of delivery of the Computer System to the

Installation Site shall be itemized on an invoice submitted to Client and shall

be paid by Client.




 




6.7                                 Title

to the Computer System shall remain with ImageSoft until all payments for the

Computer System are made by Client and, until such time, Client agrees that it

shall not sell, transfer, pledge, or otherwise dispose of the Computer System

without ImageSoft’s prior written consent.




 




6.8                                 Client

grants ImageSoft a security interest in the Computer System and the proceeds

thereof until the purchase price due ImageSoft is paid in full.  Client shall execute any instruments or

documents ImageSoft deems appropriate to protect the security interest and, in

any event, this Agreement shall constitute a financing agreement within the

meaning of Article 9 of the Uniform Commercial Code and a copy of this

Agreement may be filed at any time after signature by ImageSoft as a financing

statement for that purpose.  In the event

of default in payment or other breach by Client, ImageSoft shall have all

rights and remedies of a secured creditor upon default as provided by

applicable law.




 




6.9                                 The

Computer System shall be deemed accepted when Client has review and approved

ImageSoft’s, the manufacturer’s, or supplier’s standard post-installation test

procedures at the Installation Site which approval shall not be unreasonably

withheld or delayed.




 




6.10                           ImageSoft

warrants that Client will acquire good and clear title to the Computer System

free and clear of all liens and encumbrances. 

ImageSoft hereby assigns to Client all warranties the manufacturer or

supplier has granted to ImageSoft with respect to the Computer System.  Client hereby agrees to all of the terms and

conditions applicable to those warranties and acknowledges that:




 




(a)           none of the manufacturer, supplier,

or ImageSoft warrants that the use of the Computer System will be uninterrupted

or error free; and




 




(b)           manufacturer’s or supplier’s

warranties, and the assignment of such warranties by ImageSoft to Client, shall

not impose any liability on ImageSoft due to the services or assistance

provided to Client by ImageSoft with respect thereto.




 




6.11                           Unless

the parties agree otherwise, ImageSoft shall not be responsible for the

provision of any maintenance or repairs to the Computer System or of any parts

or replacements for the Computer System.




 




7.                                       Performance




 




7.1                                 Client

shall give ImageSoft full access to the Location, the Software, and the

Computer System to enable ImageSoft to provide Services and shall make

available information, facilities, and services reasonably required by

ImageSoft for the performance of its obligations hereunder.




 




7.2                                 Work

in determining the nature of any problem or in making corrections, amendments,

or additions to the Software may be carried out at ImageSoft’s site or at the

Location at ImageSoft’s discretion.




 




7.3                                 Client

agrees to maintain the Computer System and Software according to ImageSofts

reasonable recommendations during the term hereof.




 




8.                                       Warranties




 




8.1                                 ImageSoft

warrants that the Software will perform in accordance with its documentation

with attachment B to any Schedule, if applicable, when operated in the

specified operating environment as identified in the Schedules.  For a period of 60 days after

Implementation, ImageSoft will promptly provide replacements or corrections to

any part of the Software that does not so perform where such failure is

material, provided ImageSoft is notified in writing.  This warranty shall not apply if the problem is caused by

unauthorized modification to the Software or by incorrect Use. Client

acknowledges that the Software is designed to operate on the Computer System

and that 




 




5





























 




the warranties given by

ImageSoft are conditional upon the procurement and maintenance by Client of the

Computer System in accordance with the then current specified configuration.




 




8.2                                 ImageSoft’s

obligation under the warranty stated in the foregoing paragraph shall be to repair

or replace defective or non-conforming parts of the Software at its own expense

and within a reasonable time.




 




8.3                                 ImageSoft

warrants that it has the right to license the Use of the Software.




 




8.4.                              ImageSoft

warrants that the Software is Year 2000 

compliant.




 




9.                                       Indemnity




 




9.1                                 ImageSoft

shall indemnify Client and hold it harmless against any claim or action that

alleges the Use of the Software infringes a patent, copyright or other

proprietary right of a Third Party enforceable in the Location.  Client agrees to notify ImageSoft promptly

in writing of any such claim and grants ImageSoft sole right to control the

defense and disposition of such claim.




 




9.2                                 If

as a result of any such claim ImageSoft or Client is permanently enjoined from

using the Software by a final, nonappealable decree, ImageSoft at its sole

option and expense may (a) procure for Client the right to continue to use the

Software; or (b) provide a replacement or modification for the Software so as

to settle such claim.  If modification of

the Software is not reasonably practical in ImageSoft’s sole opinion, ImageSoft

shall discontinue and terminate the license upon written notice to Client and

shall refund to Client on a pro rata basis based on a 60 month amortization

schedule, all Fees paid to ImageSoft under this Exhibit.  In making this determination, ImageSoft will

give due consideration to all factors including financial expense.




 




9.3                                 The

foregoing states ImageSoft’s entire liability for the infringement of any

copyrights, patents or other proprietary rights of a Third Party by the

Software or any parts thereof, and Client hereby expressly waives any other

liabilities on the part of ImageSoft arising therefrom.




 




9.4                                 ImageSoft

shall have no liability for any claim based upon




 




(a)           Use of any part of the Software in

combination with  materials, software,

or equipment not provided or contemplated by Imagesoft; or




(b)           modifications made by Client or any

Third Party.




 




10.                                 Title




 




10.1                           Nothing

in this Agreement shall convey to Client any title to or any rights in the

Software including but not limited to all proprietary rights or ownership of

any modifications.  The Client’s sole

right in relation to the Software or any modifications is to Use the same for

the duration of this Exhibit under the terms and conditions contained herein.




 




10.2                           The

Software and all modifications, enhancements, or upgrades made to the Software

and all patents, copyrights, or other proprietary rights related to each of the

above are the sole and exclusive property of ImageSoft or its corporate parent,

whether made by ImageSoft, Client, or any of their employees or agents.  Client shall execute documents reasonably

required by ImageSoft to perfect such rights..




 




11.                                 Termination




 




11.1                           The

termination of this Exhibit shall automatically, and without further action by

ImageSoft, terminate and extinguish the license, and all rights in and to the

Software shall automatically revert irrevocably to ImageSoft.  ImageSoft shall have the right to take

immediate possession of the Software and all copies thereof wherever located

without further notice or demand.




 




11.2                           If

Client violates any of the Non-Assignment, License, or Use provisions of this

Exhibit, or confidentiality provisions of the Agreement as relates to Software,

and fails to remedy any such breach within 15 days of written notice thereof

from ImageSoft, ImageSoft may terminate this Exhibit without further notice.




 




12.                                 Non-Assignment




 




12.1                           In the

event of the sale of 50% or more of Client’s common stock, or the sale of all or

substantially all of Client’s assets, or in the event of any merger in which

Client is not the surviving organization, Client may transfer this Exhibit and

the license upon ImageSoft’s prior written consent, which consent shall not be

unreasonably withheld or delayed.




 




6





























 




12.2                           If the

organization acquiring Client’s common stock, assets or surviving a merger is

an organization deriving more than 5% of its gross revenues from providing

service bureau, time share, computer software consulting services, computer

software licensing or computer hardware sales, ImageSoft shall be under no

obligation to consent to such transfer.




 




13.                                 Export

License




 




13.1                           Limit

on Export.  Client shall not export,

or re-export, directly or indirectly, any Software purchased from ImageSoft or

any technical data derived therefrom to any country for which the United States

Government or any agency thereof may require an export license or other

government approval without first acquiring that license or approval.




 




13.2                           Compliance.  Client agrees that with respect to

compliance with the United States Export regulations, (i) Client will comply

with such export regulations regarding the Software and technical data; (ii)

Client will permit audits or reviews by ImageSoft covering the Software and

data export activity; (iii) Client understands that ImageSoft reserves the

right to refuse performance of its obligations hereunder in cases of

noncompliance by Client of such export regulations; and (iv) Client will not

engage in any transaction of activity with any party, firm, or company notified

by the U.S. Department of Commerce Office of Export Administration to be

unsuitable or listed on the table of denial orders.




 




IN WITNESS WHEREOF, the parties have caused this Exhibit I-I to be

executed by their duly authorized representatives as of the date indicated

below.




 




	

  FISERV

  SOLUTIONS, INC.


  d/b/a IMAGESOFT TECHNOLOGIES


  	

  COMPASS

  BANK FOR SAVINGS


  
	

   


  	

   


  
	

  By: /s/ DAVID C. WILCOX


  	

   


  	

  By: /s/ ARTHUR W. SHORT


  	

   


  
	

   


  	

   


  
	

  Name:


  	

  David C. Wilcox


  	

   


  	

  Name:


  	

  Arthur W. Short


  	

   


  
	

   


  	

   


  
	

  Title:


  	

  Senior Vice President


  	

   


  	

  Title:


  	

  COO and Executive Vice

  President


  	

   


  
	

   


  	

   


  
	

  Date:


  	

  August 28, 2002


  	

   


  	

  Date:


  	

  August 28, 2002


  	

   


  
												





 




7





























 




Fiserv

Solutions, Inc., a Wisconsin corporation d/b/a ImageSoft Technologies

(“ImageSoft”) and Compass Bank for Savings (“Client”) wish to add this Schedule

I to the Exhibit I-1 dated July 24, 2002. 

Client agrees with ImageSoft as follows:




 




Schedule I




 




ImageSoft:             Fiserv

Solutions Inc, d/b/a ImageSoft Technologies




 




Client:     Compass

Bank for Savings




 




License Section




 




A.            Software

System based on




 




•              Number of Accounts

Processed       N/A




•              Number of Customers

Processed     N/A




•              Asset size

of        N/A




 




B.                                     The

following ImageSoft Software Modules to function on the Computer System listed

in the Computer System Section of this Schedule:




 




	

  Nautilus

  Modules


  	

   


  	

  Quantity


  	

   


  	

  Unit Price


  	

   


  	

  Total Fee


  	

   


  
	

  •  Multi-User

  Archive


  	

   


  	

  1


  	

   


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  •  COLD Reporting


  	

   


  	

  1


  	

   


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  •  Advanced Mail


  	

   


  	

  1


  	

   


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  •  Print

  Distribution


  	

   


  	

  1


  	

   


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  •  DVD Authoring


  	

   


  	

  1


  	

   


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  •  Named Clients

  (1-2 Clients)


  	

   


  	

  2


  	

   


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  •  Concurrent

  Clients (1-40 Clients)


  	

   


  	

  55


  	

   


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Total ImageSoft License

  Fees:


  	

   


  	

  $   [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
											





 




                             




 




C.            Software

License includes:




 




•              Usage of runtime code for the

ImageSoft Software Modules shown in B above.




•           One electronic copy of

System Documentation and Instruction Manuals for use of the Software System.




 




D.            Location(s):




 




	

  Site Location:


  	

   


  	

  Billing Location:


  	

   


  	

  Payment Location:


  	

   


  
	

  Compass Bank for Savings


  One Compass Place


  New Bedford, MA 02740


  	

   


  	

  Compass Bank for Savings


  One Compass Place


  New Bedford, MA 02740


  ATTN:  Accounts Payable


  	

   


  	

  ImageSoft Technologies


  2600 Maitland Center Parkway, Suite 200


  Maitland, FL 32751


  ATTN: Controller


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Disaster

  Recovery Location:


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Archive

  Site


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  





 




1





























 




E.             License

Fee Payment Schedule:




 




Invoices will be issued

according to the following timetable:




 








	

  Date


  	

   


  	

  Event


  	

   


  	

  Amount

  Payable


  	

   


  
	

  TBD


  	

   


  	

  Upon execution of this Agreement


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  TBD


  	

   


  	

  Upon completion of Integration Test at Client’s site


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  TBD


  	

   


  	

  Upon completion of Implementation


  	

   


  	

  $


  	

  [***]


  	

   


  










 




Professional Services Section




 




A.            Professional

Services Fees (Implementation):




 




The costs for

Professional Services Fees regarding implementation of Client are $ [***].




 








	

  Description


  
	

  Pre-Installation

  & Planning Meeting — meeting on-site to analyze installation logistics,

  system utilization, documents types, and interface requirements.


  
	

   


  
	

  Archive / Client

  Baseline – database Server setup for 1st institution, 1-10 Client

  Workstations (at the same location), 1 day Administration, Operator, and

  Client Installation consultative training.


  
	

   


  
	

  COLD Processor

  Installation – COLD Processor Module setup, Statement file setup

  Administration and Report Setup, and 1⁄2 Day Operator consultative training.


  
	

   


  
	

  Advanced Mail

  Services – install and set up the Advanced Mail Services module.


  
	

   


  
	

  Print Distribution

  Installation – install and set up of the Print Distribution module.


  
	

   


  
	

  DVD Authoring

  Installation – Install and set up of DVD Authoring module.


  
	

   


  
	

  Integration,

  pre-staging and testing of Client supplied archive server.


  
	

   


  
	

  Nautilus Training

  – includes end user training and systems administration training for one

  attendee at ImageSoft’s Maitland, Florida office.


  
	

   


  










 




B.            Implementation

Deliverables:




 




1.             Project Plan




•                  To

be mutually developed, agreed upon and maintained during implementation.




•                  The

Project Plan shall be attached as Attachment A hereto.




 




2.             Software modules shown in License Section.




 




3.             The Equipment shown in the Third Party Hardware and

Software Section.




 




C.            Professional

Services Fees Payment Schedule:




 




Invoices will be issued

according to the following timetable:




 




2





























 








	

  Date


  	

   


  	

  Event


  	

   


  	

  Amount

  Payable


  	

   


  
	

  TBD


  	

   


  	

  Upon execution of this Agreement


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  TBD


  	

   


  	

  One month after execution of this Agreement


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  TBD


  	

   


  	

  Upon completion of Implementation


  	

   


  	

  $


  	

  [***]


  	

   


  










 




Maintenance Services Section




 




A.            Maintenance

Services:




 




1.                                       The

initial term of maintenance shall be for [***] commencing upon termination of the

warranty period and shall be automatically renewed for successive one year

periods (or fractions of one year periods to remain co-terminus with the Fiserv

COS Master License Agreement to which this agreement is appended) unless

terminated upon 30 days prior written notice by either party to the other

before expiration of the initial or any additional term.




 




2.                                       Software

Modules:  Same as License Section.




 




3.                                       Basic

Maintenance Fee:




 




a.               [***] of the Total License Fees per

year.  For the initial maintenance term,

the Basic Maintenance Fee shall be $[***] per year.




 




4.                                       Special

Maintenance Fee:  N/A.




 




5.                                       Annual

Increase Amount:




 




Shall be limited to the

lesser of [***] or the change in the U.S. Department of Labor, Consumer

Price Index (CPI) for the Urban Wage Earners and Clerical Workers, All Cities,

(1982=100) for the 12 month period preceeding the effective date of this

Schedule.




 




B.            Maintenance

Fee Payment Schedule:




 




Maintenance Fees

will be invoiced yearly in advance commencing upon expiration of the warranty

period.




 




Computer System Section




 




The Computer System upon which the Software will be

operated consists of the following components plus additional Third Party

Hardware and Software identified in that Section of this Schedule:




 








	

  Description


  	

   


  	

  Units


  	

   


  
	

  All components shown in Third Party


  Hardware and Software Section below.


  	

   


  	

   


  	

   


  










 




Third Party Hardware and Software Section




 




A.            Third

Party Hardware and Software:




 




The following components

make up the Equipment referred to in the Professional Services Section:




 




3





























 




	

  Description


  	

   


  	

  Units


  	

   


  	

  Client

  Price/Unit


  	

   


  	

  Extended

  Price


  	

   


  
	

  Third Party

  Software


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  •  [***]


  	

   


  	

  77


  	

   


  	

  Customer supplied


  	

   


  	

  Customer supplied


  	

   


  
	

  •  [***]


  	

   


  	

  1


  	

   


  	

  Customer supplied


  	

   


  	

  Customer supplied


  	

   


  
	

  •  [***]


  	

   


  	

  2


  	

   


  	

  Customer supplied


  	

   


  	

  Customer supplied


  	

   


  
	

  •  [***]


  	

   


  	

  1


  	

   


  	

  Customer supplied


  	

   


  	

  Customer supplied


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  [***] (ImageSoft minimum

  recommended configuration)


  	

   


  	

  1


  	

   


  	

  Customer supplied


  	

   


  	

  Customer supplied


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (1) [***] / Xeon

  1400 GHz processor, 1 GB RAM, Dual Channel Integrated  Ultra2 SCSI adapter, [***],

  Keyboard, Mouse, monitor, 2 x 18.2 GB drives, 8 x 72.8 GB drives, [***] MHz 2 CH

  Wide Ultra3 SCSI adapter, , Smart Array 5i Plus Controller and BBWC Enabler

  option kit, T2200 XR UPS, [***] w/5 clients, Veritas backup Exec for Win

  NT, Warranty: 24 x 7 4Hr On site Response


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (1) Veritas Backup Exec

  SQL Server Agent for Win NT v8.6


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (1) 56.6 External US

  Robotics Modem


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (1) Modem Cable (6 ft)


  	

   


  	

  1


  	

   


  	

  Customer supplied


  	

   


  	

  Customer supplied


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  DVD Writer and

  Media


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (1) DVD-Recorder 4.7 GB

  (Includes Prassi recording sw)


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (1) Adaptec 2940 Ultra SCSI card


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (1) SCSI Cable


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (1) Blank DVDs and

  Jewel Cases (Qty. 20)


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Total


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  
										





 




 




B.            Third

Party Hardware and Software Payment Schedule:




 








	

  Date


  	

   


  	

  Event


  	

   


  	

  Amount

  Payable


  	

   


  
	

  TBD


  	

   


  	

  Upon execution of this Schedule


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  TBD


  	

   


  	

  Upon shipment to Client


  	

   


  	

  $


  	

  [***]


  	

   


  










 




Additional Terms Section




 




A.           Except as otherwise

expressly provided herein, Client agrees to pay actual and reasonable travel

and living expenses of ImageSoft employees and ImageSoft authorized contractors

who render services at either the Location or any other Client site in

connection with the activities described in this Schedule.  All expenses shall be itemized on invoices

submitted by ImageSoft and shall be due and payable upon presentation of each

invoice as provided herein.




B.             ImageSoft is

extending to Client a [***] in the amount of $[***] to be applied to invoices issued upon

completion of Implementation of this Schedule I.




C.             All training included

as part of this Exhibit must be completed with twelve (12) months from the

execution date of this Schedule I.




 




4





























 




IN WITNESS WHEREOF, the parties

have caused this Schedule to be executed by their duly authorized representatives

as of the date indicated below.




 




	

  FISERV

  SOLUTIONS, INC.


  d/b/a IMAGESOFT TECHNOLOGIES


  	

  COMPASS

  BANK FOR SAVINGS


  
	

   


  	

   


  
	

  By: /s/ DAVID C. WILCOX


  	

   


  	

  By: /s/ ARTHUR W. SHORT


  	

   


  
	

   


  	

   


  
	

  Name:


  	

  David C. Wilcox


  	

   


  	

  Name:


  	

  Arthur W. Short


  	

   


  
	

   


  	

   


  
	

  Title:


  	

  Senior Vice President


  	

   


  	

  Title:


  	

  COO and Executive Vice

  President


  	

   


  
	

   


  	

   


  
	

  Date:


  	

  August 28, 2002


  	

   


  	

  Date:


  	

  August 28, 2002


  	

   


  
												





 




5





























 




ATTACHMENT A




 




Project Plan




(To be agreed upon)




 




6





























 




 




ATTACHMENT B




 




ASSUMPTIONS

LIST




 




7





























 




1.0 Configuration Assumptions 




Based upon the operational constraints and volume

information that Compass Bank for Savings personnel have provided, ImageSoft

has prepared an integrated hardware / software configuration to meet your

performance expectations.  Following are

the assumptions that have been used to create this configuration with resulting

processing characteristics:




 




Data

Input




 




1.              A maximum of [***] pages of COLD

Report or text statement information ([***]) with a [***] annual growth is ingested monthly.




 




2.              ImageSoft assumes

every COLD Report Type ingested into Nautilus from Compass Bank for Savings

will have a unique Report identifier and unique Institution number that are

static in its location. Additionally, Nautilus can support getting the Report

identifier and Institution number from the file header in a single report per

file environment, which will enhance COLD Report ingestion performance.




 




3.              Document and image

information is managed according to a parameter-based retention strategy as

follows (Client is to supply hardware):




 




COLD Reports




•                  [***] months of

reports online.




•                  [***] months of

reports off-line.




 




Indexes




•                  [***] months of

indexes for all objects.  Compass Bank

for Savings may expand the RAID array to maintain any object indexes to meet

their service levels.




 




4.              Based upon this

retention strategy, the Nautilus Application server will manage the appropriate

multi-tier storage resources as follows:




 




•                   Hot-swappable

RAID and power supplies were used to satisfy ImageSoft’s service levels for

hardware redundancy.  If service levels

for hardware redundancy have not been met, ImageSoft can reconfigure the

hardware to meet Compass Bank for Savings requirements (at additional cost —

outside the scope of this proposal).




 




•                  Total on-line

storage is configured for tier 1 high availability and data integrity using

RAID (level 5) resources.  It includes

sufficient space for all index information and system executables (e.g.,

operating system, temporary files, database logging, etc.).  The system is configured using 2 x 18.2 GB

disk drives in a RAID (level 1) for operating system and database logging and 8

x 72.8 GB disk drives in a RAID (level 5) for indexes and images, and temp

space.




 




8





























 




•                  Hardware is to

be supplied by Compass Bank for Savings.




 




•                  Remaining

(off-line) storage may be maintained “on-shelf”.




 




Data

Access




 




5.                                      Compass

Bank for Savings has indicated that their desktop environment of users is

adequately supported by 55 concurrent (occasional / shared access) and 2 named

(dedicated access) client licenses. 

Also included are 2 named licenses required for system processes.  Third party software to support these

workstations is to be supplied by Compass Bank for Savings.




 




6.                                      Compass

Bank for Savings is responsible for all LAN / WAN equipment and networking

required to support the proposed system.




 




7.                                      Compass

Bank for Savings may leverage PC equipment or acquire new hardware that meets

the minimum hardware requirements indicated in the attachments to this

proposal.




 




8.                                      ImageSoft

assumes that Compass Bank for Savings is using the ‘Per Server’ licensing model

for [***].  These products require a client access

license (CAL) for each Nautilus client and teller workstation.  [***] Licensing enables Compass Bank for Savings

to provide an unlimited number of [***] to their customers.  Due to the large number of client

connections proposed, this solution would be more cost effective for Compass

Bank for Savings. Third party software is to be supplied by Compass Bank for

Savings.




 




9.                                      ImageSoft

has provided [***]

communication software that allows Compass Bank for Savings operations to

verify status of system processes for the Archive Server.  ImageSoft also utilizes this software for [***] diagnostics in

providing maintenance and support to Compass Bank for Savings.




 




10.                               ImageSoft

is responsible for the installation & configuration all multi-user Nautilus

software modules proposed and up to 10 Nautilus clients on-site. Compass Bank

for Savings is responsible for installation and configuration of additional

Nautilus clients.  ImageSoft can quote

the necessary professional services for this effort if elected by Compass Bank

for Savings (outside the scope of this proposal).  Should Compass Bank for Savings require workstation installation

and configuration at remote branches, additional costs for travel days, travel

time, meals and lodging will be billed at actual expense.




 




11.                               Compass

Bank for Savings will provide [***] to protect system data.  Compass Bank for Savings is responsible for

routine backup activities.




 




9





























 




12.                               Compass

Bank for Savings is responsible for any maintenance or repairs to the third

party hardware provided within the scope of this proposal.  It is the responsibility of Compass Bank for

Savings to elect hardware maintenance through client service agreements

directly with the hardware vendor(s) that will meet their individual

needs.  Maintenance may be extended to

include same day response time and extended hours coverage where available from

the vendor.  Maintenance options must be

extended within a vendor-specified period of time from the date of hardware

shipment.




 




13.                               Should

Compass Bank for Savings elect to purchase the proposed Third Party Hardware

and Software from a vendor other than ImageSoft, a pre-staging fee will be

charged to Compass Bank for Savings.




 




Production

Output




14.                               System-wide

backups and network print is supported by the Nautilus Application server as

appropriate.




 




The

ImageSoft recommended storage strategy is parameter-driven and highly

flexible.  It may be easily expanded to

meet the additional production and service level response specified by Compass

Bank for Savings.




 




[Note: Hardware and storage resources to meet expanded

requirements are at additional cost, beyond the scope of this proposal.  Due to continuous technology advances,

ImageSoft recommends that Compass Bank for Savings add storage and processing

resources on an incremental basis — only as needed.]




 




10





























 




Fiserv Solutions, Inc., a

Wisconsin corporation d/b/a ImageSoft Technologies (“ImageSoft”) and Compass

Bank for Savings (“Client”) wish to add this Schedule II to the Exhibit I-1

dated July 24, 2002.  Client agrees with

ImageSoft as follows:




 




Schedule

II




 




ImageSoft:             Fiserv

Solutions Inc, d/b/a ImageSoft Technologies




 




Client:     Compass

Bank for Savings




 




License Section




A.            Software

System based on




 




•                               Number

of Accounts Processed       N/A




•                               Number

of Customers Processed     N/A




•                               Asset

size

of                     N/A




 




B.                                     The

following ImageSoft Software Modules to function on the Computer System listed

in the Computer System Section of this Schedule:




 




	

  Nautilus

  Modules


  	

   


  	

  Quantity


  	

   


  	

  Unit Price


  	

   


  	

  Total Fee


  	

   


  
	

  •  Document

  Imaging (Kofax 1st copy)


  	

   


  	

  1


  	

   


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  •  FAST Teller /

  Platform Signature


  	

   


  	

  1


  	

   


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Total ImageSoft License Fees:


  	

   


  	

  $   [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
												





 




 




 




C.                                     Software

License includes:




•                               Usage

of runtime code for the ImageSoft Software Modules shown in B above.




•                               One

electronic copy of System Documentation and Instruction Manuals for use of the

Software System.




 




 




D.                                    Location(s):




 




	

  Site Location:


  	

   


  	

  Billing Location:


  	

   


  	

  Payment Location:


  	

   


  
	

  Compass Bank for Savings


  One Compass Place


  New Bedford, MA 02740


  	

   


  	

  Compass Bank for Savings


  One Compass Place


  New Bedford, MA 02740


  ATTN:  Accounts Payable


  	

   


  	

  ImageSoft Technologies


  2600 Maitland Center Parkway, Suite 200


  Maitland, FL 32751


  ATTN: Controller


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Disaster Recovery Location:


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Archive Site


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  





 




1





























 




E.             License

Fee Payment Schedule:




 




Invoices will be issued

according to the following timetable:




 








	

  Date


  	

   


  	

  Event


  	

   


  	

  Amount

  Payable


  	

   


  
	

  TBD


  	

   


  	

  Upon execution of this Agreement


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  TBD


  	

   


  	

  One month after execution of this Agreement


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  TBD


  	

   


  	

  Upon completion of Implementation


  	

   


  	

  $


  	

  [***]


  	

   


  










 




Professional Services Section




 




A.            Professional

Services Fees (Implementation):




 




The costs for

Professional Services Fees regarding implementation of Client are $[***].




 








	

  Description


  
	

  Document Imaging Installation – install of Document Imaging module,

  Scanner interface Configuration and setup of up to 10 document types.  1 day Operation and Administration

  consultative training.


  
	

  FAST / Teller Signature Installation – Install and set up of FAST /

  Teller Signature module.


  










 




B.            Implementation

Deliverables:




1.               Project Plan




•                  To

be mutually developed, agreed upon and maintained during implementation.




•                  The

Project Plan shall be attached as Attachment A hereto.




 




0.               Software modules

shown in License Section.




 




1.               The Equipment shown

in the Third Party Hardware and Software Section.




 




C.            Professional

Services Fees Payment Schedule:




 




Invoices will be issued

according to the following timetable:




 








	

  Date


  	

   


  	

  Event


  	

   


  	

  Amount

  Payable


  	

   


  
	

  TBD


  	

   


  	

  Upon execution of this Agreement


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  TBD


  	

   


  	

  One month after execution of this Agreement


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  TBD


  	

   


  	

  Upon completion of Implementation


  	

   


  	

  $


  	

  [***]


  	

   


  










 




Maintenance Services Section




 




A.            Maintenance

Services:




1.                                       The

initial term of maintenance shall be for [***] commencing upon termination of the

warranty period and shall be automatically renewed for successive one year

periods (or fractions of one year periods to remain co-terminus with the Fiserv

COS Master License Agreement to which this agreement is appended) unless

terminated upon 30 days prior written notice by either party to the other

before expiration of the initial or any additional term.




 




2





























 




2.                                       Software

Modules:  Same as License Section.




 




3.                                       Basic

Maintenance Fee:




 




[***] of the Total License Fees per

year.  For the initial maintenance term,

the Basic Maintenance Fee shall be $[***] per year.




 




4.                                       Special

Maintenance Fee:  N/A.




 




5.                                       Annual

Increase Amount:




 




Shall be limited to the

lesser of [***] or the change in the U.S. Department of Labor, Consumer

Price Index (CPI) for the Urban Wage Earners and Clerical Workers, All Cities,

(1982=100) for the 12 month period preceeding the effective date of this

Schedule.




 




B.            Maintenance

Fee Payment Schedule:




 




Maintenance Fees will be

invoiced yearly in advance commencing upon expiration of the warranty period.




 




Computer System Section




 




The Computer System upon which the Software will be

operated consists of the following components plus additional Third Party

Hardware and Software identified in that Section of this Schedule:




 








	

  Description


  	

   


  	

  Units


  	

   


  
	

  All components shown in Third Party


  Hardware and Software Section below.


  	

   


  	

   


  	

   


  










 




Third Party Hardware and Software Section




 




A.            Third

Party Hardware and Software:




 




The following components

make up the Equipment referred to in the Professional Services Section:




 




	

  Description


  	

   


  	

  Units


  	

   


  	

  Client

  Price/Unit


  	

   


  	

  Extended

  Price


  	

   


  
	

  Third Party

  Software


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  •  [***]


  	

   


  	

  300


  	

   


  	

  Customer supplied


  	

   


  	

  Customer supplied


  	

   


  
	

  •  [***]


  	

   


  	

  1


  	

   


  	

  Customer supplied


  	

   


  	

  Customer supplied


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Compaq Document

  Imaging Workstation


  	

   


  	

  1


  	

   


  	

  $


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (1) Compaq EVO

  D500 CMT P4/1.8 Ghz, 128MB, 20GB, CD, mouse, kybd, 10/100 NIC, NT/W2K


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (1) Compaq 21”

  monitor


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (1) ATI Video

  Accelerator Card 16 MB


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (1) Fujitsu

  4097D SCSI 50 PPM B/W scanner ADF100


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (1) Kofax

  Adrenaline  Processing Accel


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  (1) Scanner

  Cable SCSI Interface


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Total


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  $


  	

  [***]


  	

   


  
										





 




B.            Third

Party Hardware and Software Payment Schedule:




 




3





























 








	

  Date


  	

   


  	

  Event


  	

   


  	

  Amount

  Payable


  	

   


  
	

  TBD


  	

   


  	

  Upon execution of this Schedule


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  TBD


  	

   


  	

  Upon shipment to Client


  	

   


  	

  $


  	

  [***]


  	

   


  










 




Additional Terms Section




 




A.           Except as otherwise

expressly provided herein, Client agrees to pay actual and reasonable travel

and living expenses of ImageSoft employees and ImageSoft authorized contractors

who render services at either the Location or any other Client site in

connection with the activities described in this Schedule.  All expenses shall be itemized on invoices

submitted by ImageSoft and shall be due and payable upon presentation of each invoice

as provided herein.




 




B.             All training included

as part of this Exhibit must be completed with twelve (12) months from the

execution date of this Schedule II.




 




IN WITNESS WHEREOF, the parties have caused this Schedule to be

executed by their duly authorized representatives as of the date indicated

below.




 




	

  FISERV

  SOLUTIONS, INC.


  d/b/a IMAGESOFT TECHNOLOGIES


  	

  COMPASS

  BANK FOR SAVINGS


  
	

   


  	

   


  
	

  By: /s/ DAVID C. WILCOX


  	

   


  	

  By: /s/ ARTHUR W. SHORT


  	

   


  
	

   


  	

   


  
	

  Name:


  	

  David C. Wilcox


  	

   


  	

  Name:


  	

  Arthur W. Short


  	

   


  
	

   


  	

   


  
	

  Title:


  	

  Senior Vice President


  	

   


  	

  Title:


  	

  COO and Executive Vice

  President


  	

   


  
	

   


  	

   


  
	

  Date:


  	

  August 28, 2002


  	

   


  	

  Date:


  	

  August 28, 2002


  	

   


  
												





 




4





























 




ATTACHMENT A




 




Project Plan




(To be agreed upon)




 




5





























 




Fiserv Solutions, Inc., a

Wisconsin corporation d/b/a ImageSoft Technologies (“ImageSoft”) and Compass

Bank for Savings (“Client”) wish to add this Schedule III to the Exhibit I-1

dated July 24, 2002.  Client agrees with

ImageSoft as follows:




 




Schedule

III




 




ImageSoft:             Fiserv

Solutions Inc, d/b/a ImageSoft Technologies




 




Client:     Compass

Bank for Savings




 




License Section




 




A.            Software

System based on




 




•                                          Number

of Accounts

Processed          NA




•                                          Number

of Customers Processed        N/A




•                                          Asset

size

of                 N/A




 




B.                                     The

following ImageSoft Software Modules to function on the Computer System listed

in the Computer System Section of this Schedule:




 




 




	

  Nautilus

  Modules


  	

   


  	

  Quantity


  	

   


  	

  Unit Price


  	

   


  	

  Total Fee


  	

   


  
	

  •  Check Image

  Import


  	

   


  	

  1


  	

   


  	

  [***]


  	

   


  	

  $


  	

  [***]


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Total ImageSoft License Fees:


  	

   


  	

  $   [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
												





 




 




 




C.            Software

License includes:




 




•              Usage of runtime code for the

ImageSoft Software Modules shown in B above.




•           One electronic copy of

System Documentation and Instruction Manuals for use of the Software System.




 




D.            Location(s):




 




	

  Site Location:


  	

   


  	

  Billing Location:


  	

   


  	

  Payment Location:


  	

   


  
	

  Compass Bank for Savings


  One Compass Place


  New Bedford, MA 02740


  	

   


  	

  Compass Bank for Savings


  One Compass Place


  New Bedford, MA 02740


  ATTN:  Accounts Payable


  	

   


  	

  ImageSoft Technologies


  2600 Maitland Center Parkway, Suite 200


  Maitland, FL 32751


  ATTN: Controller


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Disaster Recovery Location:


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Archive Site


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  [***]


  	

   


  	

   


  	

   


  	

   


  	

   


  





 




1





























 




E.             License

Fee Payment Schedule:




 




Invoices will be issued

according to the following timetable:




 








	

  Date


  	

   


  	

  Event


  	

   


  	

  Amount

  Payable


  	

   


  
	

  TBD


  	

   


  	

  Upon execution of this Agreement


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  TBD


  	

   


  	

  One month after execution of this Agreement


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  TBD


  	

   


  	

  Upon completion of Implementation


  	

   


  	

  $


  	

  [***]


  	

   


  










 




Professional Services Section




 




A.            Professional

Services Fees (Implementation):




 




The costs for

Professional Services Fees regarding implementation of Client are $[***].




 








	

  Description


  
	

  Check Import Installation – Install and set up of Check Import module.


  










 




B.            Implementation

Deliverables:




1.               Project Plan




•                  To

be mutually developed, agreed upon and maintained during implementation.




•                  The

Project Plan shall be attached as Attachment A hereto.




 




2.               Software modules

shown in License Section.




 




1.               The Equipment shown

in the Third Party Hardware and Software Section.




 




C.            Professional

Services Fees Payment Schedule:




 




Invoices will be issued

according to the following timetable:




 








	

  Date


  	

   


  	

  Event


  	

   


  	

  Amount

  Payable


  	

   


  
	

  TBD


  	

   


  	

  Upon execution of this Agreement


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  TBD


  	

   


  	

  One month after execution of this Agreement


  	

   


  	

  $


  	

  [***]


  	

   


  
	

  TBD


  	

   


  	

  Upon completion of Implementation


  	

   


  	

  $


  	

  [***]


  	

   


  










 




Maintenance Services Section




 




A.            Maintenance

Services:




1.                                       The

initial term of maintenance shall be for [***] commencing upon termination of the

warranty period and shall be automatically renewed for successive one year

periods (or fractions of one year periods to remain co-terminus with the Fiserv

COS Master License Agreement to which this agreement is appended) unless

terminated upon 30 days prior written notice by either party to the other

before expiration of the initial or any additional term.




 




2.                                       Software

Modules:  Same as License Section.




 




3.                                       Basic

Maintenance Fee:




 




2





























 




[***]

of the Total License Fees per year.  For

the initial maintenance term, the Basic Maintenance Fee shall be $[***] per year.




 




4.                                       Special

Maintenance Fee:  N/A.




 




5.                                       Annual

Increase Amount:




 




Shall be limited to the

lesser of [***] or the change in

the U.S. Department of Labor, Consumer Price Index (CPI) for the Urban Wage

Earners and Clerical Workers, All Cities, (1982=100) for the 12 month period

preceeding the effective date of this Schedule.




 




B.            Maintenance

Fee Payment Schedule:




 




Maintenance Fees will be

invoiced yearly in advance commencing upon expiration of the warranty period.




 




Computer System Section




 




The Computer System upon which the Software will be

operated consists of the following components plus additional Third Party

Hardware and Software identified in that Section of this Schedule:




 








	

  Description


  	

   


  	

  Units


  	

   


  
	

  All components shown in Third Party


  Hardware and Software Section below.


  	

   


  	

   


  	

   


  










 




Third Party Hardware and Software Section




A.            Third

Party Hardware and Software:  Not

applicable to this Schedule III.




B.            Third

Party Hardware and Software Payment Schedule: 

Not applicable to this Schedule III.




 




 




Additional Terms Section




A.            Except as otherwise expressly provided herein, Client

agrees to pay actual and travel time and reasonable travel and living expenses

of ImageSoft employees and ImageSoft authorized contractors who render services

at either the Location or any other Client site in connection with the

activities described in this Schedule. 

All expenses shall be itemized on invoices submitted by ImageSoft and

shall be due and payable upon presentation of each invoice as provided herein.




 




B.            All training included as part of this Exhibit must be

completed with twelve (12) months from the execution date of this Exhibit.




 




3





























 




IN WITNESS WHEREOF, the parties have caused this Schedule to be

executed by their duly authorized representatives as of the date indicated

below.




 




	

  FISERV

  SOLUTIONS, INC.


  d/b/a IMAGESOFT TECHNOLOGIES


  	

  COMPASS

  BANK FOR SAVINGS


  
	

   


  	

   


  
	

  By: /s/ DAVID C. WILCOX


  	

   


  	

  By: /s/ ARTHUR W. SHORT


  	

   


  
	

   


  	

   


  
	

  Name:


  	

  David C. Wilcox


  	

   


  	

  Name:


  	

  Arthur W. Short


  	

   


  
	

   


  	

   


  
	

  Title:


  	

  Senior Vice President


  	

   


  	

  Title:


  	

  COO and Executive Vice

  President


  	

   


  
	

   


  	

   


  
	

  Date:


  	

  August 28, 2002


  	

   


  	

  Date:


  	

  August 28, 2002


  	

   


  
												





 




4





























 




ATTACHMENT A




 




Project Plan




(To be agreed upon)




 




5