NOTE: PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A
CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE
SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN
REDACTED AND ARE MARKED WITH A [****] IN PLACE OF THE REDACTED
LANGUAGE
 Schedule A (United States)
 SERVICE BUREAU AND OPERATIONS SUPPORT SERVICES SCHEDULE
 To The Master Services Agreement
 between
 BROADRIDGE FINANCIAL SOLUTIONS, INC.
 and
 PENSON WORLDWIDE, INC.
 Schedule Schedule Effective Date Ridge Local Affiliate Client Local Affiliate
 Client Local Affiliate
 I.
    
    SUBMISSION OF SCHEDULE
 A. During the Schedule Term, Client Local Affiliate and Ridge Local Affiliate shall each be
subject, to the extent applicable to such party, to the provisions of federal, state and
local laws, rules and regulations and the constitution, by-laws, rules, regulations and
stated policies of the Securities and Exchange Commission (SEC), the Financial Regulatory
Authority (FINRA), the New York Stock Exchange, Inc. (NYSE), and any other securities
exchange, commission, association, regulatory or self-regulatory organization (SRO) vested
with authority over Client Local Affiliate or Ridge Local Affiliate (to the extent
applicable to a party, the Laws and Rules). Each party shall perform its obligations
under this Schedule in accordance with the Laws and Rules.B. Client Local Affiliate shall submit this Schedule to FINRA, or any other SRO, as
required, on behalf of itself and Ridge Local Affiliate for review and, if necessary,
approval. This Schedule shall not become effective until the date upon which all necessary
SRO approvals as to both parties are received (the
  1




---



##### 



Approval Date); provided, however, that if no SRO approvals are required for this Schedule
to become effective, this Schedule shall become effective as of the Schedule Effective Date.
In the event that any such approval is required and this Schedule is not so approved, the
parties shall negotiate in good faith to amend this Schedule as may be needed to obtain such
approval. This Schedule will be effective in connection with the Acquired Correspondents
(correspondents receiving services under the Assigned Contracts (as such term is defined in
the Asset Purchase Agreement)) upon the later of the Approval Date and the Closing Date (as
defined in the Asset Purchase Agreement.)
 C. Ridge Local Affiliate acknowledges that Client Local Affiliate has regulatory
responsibilities as a clearing firm, including, among other things, a duty to supervise the
types of business in which it engages. To assist Client Local Affiliate in satisfying such
obligations, Ridge Local Affiliate agrees to provide, at the reasonable request of Client
Local Affiliate, performance reports with respect to the Services and full access to
relevant books and records, information and Ridge Local Affiliate personnel engaged in
providing the Services. Ridge Local Affiliate acknowledges that Client Local Affiliate is
required, from time to time, to prepare and file reports with the SEC, FINRA, NYSE and other
SROs or Governmental Authorities. To assist Client Local Affiliate in satisfying such
requirements, Ridge Local Affiliate agrees to provide Client Local Affiliate with
information in its possession that is necessary for Client Local Affiliate to prepare and
file any such reports.D. This Schedule is not intended, and shall not be construed, to limit, reduce, or otherwise
change any regulatory, contractual or other obligation that Client Local Affiliate owes to a
correspondent or to its customers.
 II.
    
    SERVICES TO BE PERFORMED BY RIDGE LOCAL AFFILIATE
 A. Subject to the second paragraph of Section 16.G of the Master Services Agreement and
Section I.B, Ridge Local Affiliate will perform the services, functions and responsibilities
described in Attachment Ain accordance with the terms and conditions of this Schedule and
the Master Services Agreement. Attachment Ais hereby incorporated in and made an integral
part of this Schedule. Any additional services to be performed by Ridge Local Affiliate
shall be subject to the written agreement of the parties.B. Ridge Local Affiliate represents and warrants that, in providing the Services, the
Transferred Operations Support Services (as defined in Attachment A) and the Additional
Technology Services (as defined in Attachment A) to the Acquired Correspondents, Ridge Local
Affiliate will be providing to the Acquired Correspondents services, products and systems of
an identical or higher quality to the services, products and systems provided by Ridge Local
Affiliate to such Acquired Correspondents immediately prior to the Schedule Effective Date.C. This Schedule and the Master Services Agreement are intended to create an exclusive
arrangement between Client Local Affiliate and Ridge Local Affiliate with respect to the
Services utilized by Client Local Affiliate as of the applicable Live Date in the Territory
for which a pricing schedule is included in this Schedule except (A) as otherwise set forth
in this Schedule and the Master Services Agreement and (B) in the event that (i) Client
Local Affiliate or a Customer of Client Local Affiliate is prohibited by Law from receiving
Services from Ridge Local Affiliate in the Territory, (ii) Client Local Affiliate obtains a
business and in connection therewith is contractually required to use an alternative system
(and not the Services) as a condition of obtaining such business or (iii) during any time
period that Ridge Local Affiliate is in material breach of this Schedule and has failed to
cure such breach within thirty (30) days following notice from Client Local Affiliate
specifying the nature of such breach in reasonable detail.
 III.
    
    CONVERSION
 A. Conversion of Client Correspondents. In connection with the conversion of the
correspondents of Client Local Affiliate, other than the Acquired Correspondents, (Client
Correspondents) to Ridge Local Affiliate, the parties agree to the following:
  2




---



##### 



(i)
    
    Client Local Affiliate shall provide Ridge Local Affiliate with
Client Local Affiliates requirements with respect to the Client Local
Affiliate files and Service Levels applicable to the Client Correspondents (the
Client Requirements) after the Schedule Effective Date. The parties shall
enter into a statement of work (the Conversion SOW) that will describe Client
Local Affiliates migration to Ridge Local Affiliates service delivery and
technology platform [****]. The Conversion SOW will define the Target Live
Date and describe specific implementation activities and procedures required to
migrate Client Correspondents to the Ridge Local Affiliate, including, without
limitation, development, implementation and integration of Software and other
software and development and integration of correspondent clearing
functionalities, reporting and monitoring systems and such other services as
may be set forth in the Conversion SOW (the Conversion Services). Without
limiting the generality of the foregoing, the Conversion SOW shall (1) specify
that Ridge Local Affiliate will convert the applicable Client Local Affiliate
files to make them compatible with the Services and the other services, as may
be required in respect of the migration of Client Local Affiliates Customers
to the Services and (2) describe the development and integration of
correspondent clearing functionalities by Ridge Local Affiliate. The
Conversion Services shall be provided at no charge to Client Local Affiliate by
Ridge Local Affiliate.(ii)
    
    The parties shall cooperate and provide each other with all
information and assistance reasonably required in connection with the
Conversion Services. Each party will assign a liaison person to assist and
cooperate with the other party in connection with the Conversion Services
(which person may be replaced by a party at its sole discretion from time to
time by way of notice to the other party).
 IV.
    
    TERM OF SCHEDULE
 A. Schedule Term. The term of this Schedule (the Schedule Term) shall begin on
the Schedule Effective Date and shall continue for a period of ten (10) years after the last
Live Date with respect to the Schedules under the Master Services Agreement for the U.S.,
U.K. or Canada (for clarity, the Schedule Term of the Schedules under the Master Services
Agreement for the U.S., U.K. and Canada shall be coterminous with each other); provided,
however, that this Schedules effective date is subject to its review and approval by the
applicable regulatory agency as described in Section I.A. The First Billable Date for the
Services shall mean: (i) for the Services provided in connection with the Acquired
Correspondents, the later of the Approval Date and the Closing Date (as such term is defined
in the Asset Purchase Agreement); and (ii) for the Services provided in connection with the
Client Correspondents, the Live Date. The Live Date is defined as the first date upon
which Ridge Local Affiliate processes trades on behalf of Client Correspondents in
accordance with the provisions and requirements of this Schedule and the Master Services
Agreement (excluding any beta testing or similar testing of the system). The Schedule Term
shall automatically extend following its scheduled expiration date unless (1) either party
gives notice of termination at least one hundred eighty (180) days prior to the scheduled
expiration date, in which case the Schedule Term shall expire on the scheduled expiration
date or (2) either party gives notice of termination at any time after the date that is one
hundred eighty (180) days prior to the scheduled expiration date of the Schedule Term
(including any time beyond the scheduled expiration date), in which case the Schedule Term
shall expire on the date specified in such notice of termination, which date must be at
least one hundred eighty (180) days after the date of such notice.
 B.
    
    [****]C.
    
    [****]D.
    
    [****]E.
    
    [****]
  3




---



##### 



V.
    
    CHARGES
 A.
    
    The fees for the Services are set forth in Attachment Bhereto. Attachment B
is hereby incorporated in and made an integral part of this Schedule. All fees and
charges set forth in Attachment Bare in U.S. dollars.B.
    
    [****]C.
    
    [****]
 VI.
    
    NO PARTNERSHIP OR AGENCY; NO SPECIAL TREATMENTNeither this Schedule nor any activity hereunder shall create a general or limited
partnership, association, joint venture, branch or agency relationship between Client Local
Affiliate and Ridge Local Affiliate. Client Local Affiliate shall not hold itself out as an
agent of Ridge Local Affiliate or of any subsidiary or company controlled directly or
indirectly by or affiliated with Ridge Local Affiliate, nor shall it employ Ridge Local
Affiliates name in any manner that creates the impression that the relationship created or
intended between them is anything other than that of service provider and clearing broker.
Except as reasonably necessary to provide the Services, Ridge Local Affiliate shall not hold
itself out as an agent of Client Local Affiliate or of any subsidiary or company controlled
directly or indirectly by or affiliated with Client Local Affiliate, nor shall it employ
Client Local Affiliates name in any manner that creates the impression that the
relationship created or intended between them is anything other than that of service
provider and clearing broker. Neither party shall, without the prior approval of the other
party, place any advertisement in any newspaper, publication, periodical or any other media
if such advertisement in any manner makes reference to the other party or to the
arrangements contemplated by this Schedule. Neither party shall, without the prior approval
of the other party (which approval shall not be unreasonably withheld), furnish any link to
the website(s) of the other party or its Affiliates. For the avoidance of doubt, nothing
herein shall prevent the disclosure of (i) Ridge Local Affiliates name or the Services to
be performed under the Master Services Agreement or this Schedule to any of Client Local
Affiliates regulators or customers or (ii) a partys name or the services it offers to the
extent necessary to carry out each partys obligations under the Master Services Agreement,
this Schedule or Marketing Agreement.Nothing herein shall cause Ridge Local Affiliate to be construed as or deemed to be a
fiduciary with respect to Client Local Affiliate, any correspondent of Client Local
Affiliate, or any customer of Client Local Affiliate or its correspondents.This Schedule is not intended, nor shall it be construed, to bestow upon either party any
special treatment regarding any other arrangements, agreements or understandings that exist
or may hereafter exist between the parties or their affiliates. Neither party shall have
any obligation to deal with the other in any capacity other than as set forth in this
Schedule.VII.
    
    SERVICE LEVELSRidge Local Affiliate shall provide the Services in accordance with the terms and conditions
set forth in Section 1.C of the Master Services Agreement and with respect to Service Levels
set forth in Attachment Chereto and any other Service Level agreement that may be agreed
between the parties from time to time with respect to the Territory. Attachment Cis hereby
incorporated in and made an integral part of this Schedule. Ridge Local Affiliate agrees
that the Service Levels set forth in Attachment Cshall be at least as stringent as any
service levels provided by Ridge Local Affiliate to its other clients in the U.S.VIII.
    
    EXCHANGE OF INFORMATIONThroughout the Schedule Term, each party shall promptly supply the other with information in
its possession necessary or appropriate to enable the other party properly to perform its
obligations under this Schedule and as a registered broker-dealer.
  4




---



##### 



IX.
    
    RECORDS RETENTIONThe information that Ridge Local Affiliate generates on behalf of
Client Local Affiliate are the books and records of Client Local
Affiliate. Notwithstanding anything to the contrary in the Master
Services Agreement, Ridge Local Affiliate will maintain and preserve
such information in accordance with the agreed-upon record retention
policy set forth in Attachment Gand the Laws and Rules. Any
additional retention period(s) shall be directed by Client Local
Affiliate and shall be subject to the mutual written agreement of the
parties. Attachment Gis hereby incorporated in and made an integral
part of this Schedule.X.
    
    GOVERNANCERidge Local Affiliate and Client Local Affiliate shall each appoint at least two (2) senior
level managers to a joint committee that shall meet no less than monthly to address issues
that may arise in connection with the performance of the Services. In addition to the
foregoing but without prejudice to the obligations of the parties under this Schedule or the
Master Services Agreement, the parties have agreed to the detailed governance provisions set
forth in Exhibit Cto the Master Services Agreement.Ridge Local Affiliate shall provide to Client Local Affiliate the reports set forth in
Attachment F. Attachment Fis hereby incorporated in and made an integral part of this
Schedule.XI.
    
    TAPE RECORDINGUnless otherwise prohibited by applicable Law, the parties shall have the right to record
telephone conversations between themselves, and waive any right to further notice of any
such recording. The parties agree to make such recordings available to each other upon
reasonable notice.XII.
    
    THIRD PARTY VENDOR SERVICESClient Local Affiliate may contract directly with and in such case will be responsible for
(i) complying with the terms and conditions of use relating to additional third party
products or services not affiliated with Ridge Local Affiliate set forth in Attachment A
that it elects to receive or access through Ridge Local Affiliate from time to time and
(ii) the costs relating thereto as applicable, other than those third party products or
services integrated into the Services or provided as part of the Services. If third party
products or services, including, without limitation, data, are provided by or through Ridge
Local Affiliate to Client Local Affiliate or integrated into the Services or provided as
part of the Services, Ridge Local Affiliate shall obtain and warrants and represents that it
has the full right, title or license required to provide such product or service to Client
Local Affiliate. Additionally, Ridge Local Affiliate hereby grants to Client Local
Affiliate and customers of Client Local Affiliate the right to use such product or service
during, and for the purposes of, and in accordance with, the Master Services Agreement and
this Schedule.Client Local Affiliate shall be responsible for complying with the terms and conditions of
use (to the extent such terms and conditions of use are provided by Ridge Local Affiliate to
Client Local Affiliate) relating to the third party products or services that it receives or
accesses through Ridge Local Affiliate and the costs relating thereto. If (i) any third
party products or services, or Ridge-owned products or services, provided by Ridge Local
Affiliate become unavailable and require replacement, (ii) Ridge Local Affiliate, upon
notice to Client Local Affiliate (and upon Client Local Affiliates consent, if and to the
extent such consent is required by Law), elects to replace any third party products or
services or Ridge-owned products or services provided by Ridge Local Affiliate with new or
different third party products or services or Ridge-owned products or services or (iii) at
least fifty percent (50%) of Ridge Local Affiliates clients utilizing such products or
services in the Territory request such replacement, in each case, Ridge Local Affiliate
shall replace such products or services with equivalent or enhanced products or services
without increased cost.Client Local Affiliate may contract directly with any vendor or subcontractor of Ridge Local
Affiliate for the services provided by such vendor or subcontractor through Ridge Local
Affiliate; provided, however,
  5




---



##### 



that (a) such contract does not violate Ridge Local Affiliates obligations to such vendor
or subcontractor and (b) Client Local Affiliate shall be responsible for the cost of any
transition services (including, without limitation, any incremental costs resulting from the
transition) in connection therewith.XIII.
    
    OBLIGATIONS FOR RECEIPT OF DATAClient Local Affiliate may be using data set forth in Attachment Dhereto provided by FT
Interactive Data Corporation (FT Interactive). In such case, Client Local Affiliate
agrees to the provisions attached hereto as Attachment Drelating to its use of FT
Interactive Data Corporation data in respect of the Services. Attachment Dis hereby
incorporated in and made an integral part of this Schedule. Client Local Affiliate shall be
under no obligation to receive FT Interactive Data Corporation data through Ridge Local
Affiliate and to such extent, the previous sentence shall not apply and Ridge Local
Affiliate shall not be responsible for the provision of such services to Client Local
Affiliate in such case or have any liability for such non-Ridge Local Affiliate FT
Interactive Data Corporation services that Client Local Affiliate decides to receive. Ridge
Local Affiliate warrants and represents that it has full right, title or license required to
provide such data to Client Local Affiliate for use in the Services. Additionally, Ridge
Local Affiliate hereby grants to Client Local Affiliate the right to use and store such data
pursuant to the terms and conditions of Attachment D, for the purposes of Client Local
Affiliate providing services to its customers in the course of Client Local Affiliates
standard commercial operations.XIV.
    
    ACQUISITION OF OR BY ANOTHER RIDGE LOCAL AFFILIATE CLIENTIn the event that Client Local Affiliate acquires, or is acquired by, by stock, acquisition
of substantially all the assets of, merger, or consolidation (a Business Combination), a
Client Local Affiliate of Ridge Local Affiliates Brokerage Services Group that receives
trade processing services substantially similar to the Services provided under this Schedule
(the Other Entity), and Client Local Affiliate and the Other Entity, or the resulting
entity as the case may be, consolidate the trade processing carried out under this Schedule
with the trade processing carried out by the Other Entity prior to the termination or
expiration of the Client Local Affiliates or the Other Entitys schedule relating to trade
processing services substantially similar to the Services provided under this Schedule so
that it is processed by Ridge Local Affiliate as one entity, all service charges, including,
without limitation, the Base Fee and any other applicable tiered fees applicable for the
brokerage processing services provided by Ridge Local Affiliate shall be renegotiated in
good faith between Ridge Local Affiliate and Client Local Affiliate. Otherwise, the Ridge
Local Affiliate agreements with Client Local Affiliate and the Other Entity agreements in
place prior to the Business Combination shall remain in effect for the respective services
provided by Ridge Local Affiliate or any other Ridge Local Affiliates Brokerage Services
Group entity until the termination or expiration of such agreements. For clarity and
notwithstanding anything to the contrary, Client Local Affiliate and the Other Entity shall
be free to consolidate their trade processing after the termination or expiration of either
of their agreements or relevant Schedule with Ridge Local Affiliate or any entity of the
Ridge Local Affiliate Brokerage Services Group without restriction and without any
obligation to renegotiate any fees relating to trade processing or otherwise. In the event
Client Local Affiliate participates in a Business Combination with an entity that is not a
client of Ridge Local Affiliates Brokerage Services Group that receives trade processing
and/or operations support services substantially similar to the Services provided under this
Schedule, all rates in Attachment B(including, without limitation, the Base Fee and any
other applicable tiered fees applicable for the brokerage processing services) provided by
Ridge Local Affiliate shall remain as set forth in Attachment B, subject to the adjustments
described therein.XV.
    
    CLIENT LOCAL AFFILIATE RESPONSIBILITIESClient Local Affiliate shall be responsible, to the extent necessary for the Services
it is receiving, in connection with the use of the Services for the following:
 A.
    
    User security administration for the Services in accordance with, and as set
forth in, the relevant product specifications and user documentation.B.
    
    Forms and supplies required by Ridge Local Affiliate in connection with the
performance of the Services, which are agreed to by the parties in writing. Ridge
Local Affiliate shall provide Client
  6




---



##### 



Local Affiliate with reasonable advance notice of any such requirements.C.
    
    Equipment, other than equipment provided by Ridge Local Affiliate, at Client
Local Affiliates location required in use of the Services (e.g., printers, terminals)
as identified by Ridge Local Affiliate in writing.D.
    
    Dial backup ISDN circuits or other equivalent backup solution selected by
Client Local Affiliate.E.
    
    Third party telecommunications services not otherwise set forth in
Attachment B.F.
    
    Hardware, software, and telecommunications products required to interface to
the Services (e.g., terminal emulation software), other than any such hardware,
software, and telecommunications products provided by Ridge Local Affiliate.G.
    
    Special equipment, which Client Local Affiliate may elect to place at Ridge
Local Affiliate locations, if required by Client Local Affiliate, specific to Client
Local Affiliates use of the Services as agreed to by the parties in writing.H.
    
    Use commercially reasonable efforts to obtain the approval of each relevant
regulatory or self-regulatory agency or entity, if any, with regulates Client Local
Affiliates receipt of the Services (including, without limitation, securities and
commodities exchanges, associations of securities and/or commodities dealers, federal,
provincial and local Governmental Authorities).
 For the avoidance of doubt, Ridge Local Affiliate shall not be responsible for its
failure to provide Services solely to the extent caused by the failure of Client Local
Affiliate to perform the above listed requirements. Ridge Local Affiliate shall (i) provide
Client Local Affiliate with reasonable notice of Client Local Affiliates failure to perform
any of its responsibilities set forth in this Schedule and (ii) use commercially reasonable
efforts to perform notwithstanding Client Local Affiliates failure to perform, subject to
Client Local Affiliate reimbursing Ridge Local Affiliate for any reasonable incremental cost
to Ridge Local Affiliate in connection with such efforts.XVI.
    
    REQUIRED PROVISION OF SYBASE, INC.Client Local Affiliate acknowledges and agrees that the Sybase SQL Server Program and the
Sybase Replication Server Program (the Programs) to the extent incorporated into the
Services and used in connection with Ridge Local Affiliates BPS Advantage product, if
selected and received by Client Local Affiliate, shall only be used by the Client Local
Affiliate as set forth below to read, in a view-only format, the Services, and the Programs
shall not be downloaded or used to create or alter tables, schemas or databases or otherwise
develop or modify in any way the applications or performance of other programming tasks.
Notwithstanding the foregoing, Client Local Affiliate may access the Programs through Ridge
Local Affiliate tools or third party tools; provided, however, that any access shall be
restricted to the following: Client Local Affiliate may access the Services embedding a
copy of the Programs which are deployed on Ridge Local Affiliates premises or Client Local
Affiliates site, provided, however, that in either instance, Client Local Affiliate shall
not (i) copy the application(s) embedding the Programs, (ii) use the Programs other than to
process Client Local Affiliates own transactions, transactions for entities that are
correspondents or customers of the Client Local Affiliate and transactions for entities that
operate on a fully disclosed basis through Client Local Affiliate as correspondents, or
(iii) access the Programs for general development. Client Local Affiliate may also develop
applications against the BPS Advantage database using tools supplied by Ridge Local
Affiliate, Sybase or other third parties.XVII.
    
    SEVERABILITYIf any provision of this Schedule should be held invalid or unenforceable in a court of law
in any jurisdiction, such invalidity or unenforceability shall not affect the enforceability
of this Schedule or any other provision thereof. In addition, the parties agree that it is
their intention that such provision shall be construed in a manner designed to effectuate
the purposes of this Schedule to the fullest extent enforceable under applicable Law. The
parties further agree that such ruling shall not affect the construction of that provision
or any other of the provisions in any other jurisdiction.XVIII.
    
    DISASTER RECOVERY; BUSINESS CONTINUITY
  7




---



##### 



Ridge Local Affiliate shall maintain the disaster recovery and business continuity services
as set forth in Attachment E. Attachment Eis hereby incorporated in and made an integral
part of this Schedule.XIX.
    
    [****]XX.
    
    ACQUIRED CORRESPONDENTSIn addition, except for services for finance, conversions, legal/compliance,
sales/relationship management and risk management (which services shall be provided by
Client Local Affiliate), following the Schedule Effective Date and until such time that
Client Local Affiliate is completely converted to the Broadridge platform, Ridge Local
Affiliate shall provide all Services to Client Local Affiliate hereunder in a substantially
similar manner and in accordance with the Service Levels that Ridge Local Affiliate provided
with respect to the Acquired Correspondents prior to the Schedule Effective Date.XXI.
    
    CHANGES TO THE MASTER SERVICES AGREEMENTThe following general changes shall be made to the Master Services Agreement when
incorporating the terms and conditions of the Master Services Agreement into this Schedule:
NONE.
   8




---



##### 



RIDGE CLEARING & OUTSOURCING SOLUTIONS, INC.By: /s/ Joseph BarraName: Joseph Barra
Title: PresidentPENSON FINANCIAL SERVICES, INC.By: /s/ Daniel P. SonName: Daniel P. Son
Title: Vice Chairman
  9




---



##### 



ATTACHMENT A
 DESCRIPTION OF OUTSOURCED SERVICES
   10




---



##### 



Appendix 1 to Attachment A
 Transferred Operations Support Services
   11




---



##### 



Appendix 1-A to Attachment A
 Transitional Transferred Operations Support Services
   12




---



##### 



Appendix 2 to Attachment A
 Transferred Technology Services
   13




---



##### 



Appendix 3 to Attachment A
 Existing Operations Support Services  U.S.
   14




---



##### 



Appendix 4 to Attachment A
 Existing Technology Services  U.S.
   15




---



##### 



Appendix 5 to Attachment A
 Additional Technology Services
   16




---



##### 



ATTACHMENT B
 Service Bureau and Operations Support Services Price Schedule
 1.
    
    Charges for the Services.The charges for the Services are set forth in Attachment B-1.2.
    
    Changes to Schedule B.The parties agree, subject to the Change Control Procedures set forth
in Exhibit Cto the Master Services Agreement, that any changes that the Client Local
Affiliate makes from time to time that result in the addition or removal of specific Service
functions (including, without limitation, material changes required by Applicable Law or by a
regulatory body) may require changes to the charges payable by Client Local Affiliate.3.
    
    Postage.Notwithstanding anything herein to the contrary, postage shall be billed to Client
Local Affiliate on a pass-through basis.4.
    
    Customization.Any customization work shall be provided pursuant to a rate schedule to be
agreed upon by the parties no later than the Closing Date.
  17




---



##### 



Attachment B-1
 Base Fee and Tiered Fees
   18




---



##### 



Attachment B-2
 Third Party Providers
   19




---



##### 



ATTACHMENT C
 SERVICE LEVELS
 I. INTRODUCTION
 Attachment C-1 SLAs
 II. OPERATIONS
 A. General
 Attachment C-1
 Attachment C-1
 B. Reports; Performance Review; Corrective Action
 Service Level Report
  Attachment C-1
  C. Changes to the Service Levels
   20




---



##### 



D Service Level Credits
 Service Level Credit
Pool  Category 1 Service
Level Credit Pool  All Other Categories Service Level Credit Pools Attachment C-1 Attachment C-1
 E. Root-Cause Analysis
  F. Excuse
   21




---



##### 



Attachment C-1
 SLAs
   22




---



##### 



ATTACHMENT D
 No Warranty and Limitation on Liability Provisions
Required by Users of Third Party Data
 No Warranties
  Limitation on Liability
       23




---



##### 



ATTACHMENT E
 DISASTER RECOVERY; BUSINESS CONTINUITY
   24




---



##### 



ATTACHMENT F
 REPORTS
   25




---



##### 



ATTACHMENT G
 RECORD RETENTION POLICY
   26