Exhibit 10.2




	
    ADDENDUM TO SERVICES AGREEMENT NO. 1922
	 	 	 	 
	
    SERVICES AGREEMENT DATED AS OF July 1, 2004
	 	 	 	 
	
    
    Reference is made to the Services Agreement (the "Agreement") between BISYS
    Information Solutions L.P. ("BISYS") and Greater Buffalo Savings Bank
    ("Client") effective as of July 1, 2004, to which this Addendum to Services
    Agreement No. 1922 (this "Addendum") is attached and made a part. The
    Agreement shall supersede and replace the prior Services Agreement between
    BISYS, Inc. and Client executed by Client on June 9, 1999 (the "Prior
    Services Agreement"), including any addenda thereto other than any addendum
    commonly referred to as either an "Additional Services Agreement" or
    "Additional Services Addendum" (individually, an "ASA"). Any and all such
    ASAs shall continue in full force and effect and all references to the Prior
    Services Agreement contained in any ASA shall mean the Agreement. Except as
    expressly amended and supplemented hereby, all terms defined in the
    Agreement shall have the same meanings when used herein.

	 	 	 	 
	The Agreement
    is hereby amended and supplemented as follows:
	 	 	 	 
	1.	
    Except as expressly amended and supplemented hereby, all terms defined in
    the Agreement shall have the same meanings when used herein.
	 
	 	 	 	 
	2.	Charges.	 
	 	 	 	 
	 	2.1	
    Paragraph 3 of the Agreement is amended by inserting the following new
    Paragraphs after Paragraph 3(D):
	 	 
	 	 	 	 
	 	 	"E.	For purposes of this
    Agreement, the following definitions shall apply:
	 	 	 	 
	 	
    
    (1)     
    "Exhibit A Services" shall mean the Services identified on attached Exhibit
    A. The parties agree that included in the definition of Exhibit A Services
    are Client usage of any features associated with the Services listed on the
    Standard Services portion of Exhibit A which features are in existence and
    available to Client as of the date of this Addendum. Neither features,

    
    nor Services, listed on the Price Lists as of the date hereof, but not set
    forth on Exhibit A shall be deemed to be part of the Exhibit A Services, and
    such other Services and/or features shall be billed to Client in accordance
    with the provisions of Paragraph G below. The parties also agree that
    Exhibit A Services are recurring Services and do not include any
    installation charges,

    
    training charges, one-time license fees or any other one-time charges.

	 	 	 	 
	 	(2)      "Client
    Accounts" shall include all open and closed deposit and loan accounts on the
    BISYS System.
	 	 	 	 
	 	(3)     
    "One Year Period" shall mean each twelve (12) calendar month period
    commencing the first day of the first full calendar month following the
    Commencement Date and annually thereafter during the Initial Period, and the
    indication as to which twelve (12) month period is being referenced will be
    with the addition of an ordinal number preceding the term One Year


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	 	 	Period, e.g.,
    First One Year Period, Second One Year Period, etc.	 
	 	 	 	 	 	 
	 	F.	
    
    Notwithstanding the first sentence of Paragraph 3(B), the charges for any
    and all Client usage of the Services set forth on Exhibit A (the "Exhibit A
    Services") shall be a combined monthly charge (the "Combined Monthly
    Charge"), as set forth below.

	 
	 	 	 	 	 	 
	 	 	(1)	The
    initial Combined Monthly Charge for the First and Second One Year Periods
    shall be $9,000.00 for up to 45,000 Client Accounts.
	 	 	 
	 	 	 	 	 	 
	 	 	(2)	
    At the end of the Second One Year Period
    and each subsequent One Year Period, BISYS will determine the number of
    Client Accounts on the BISYS System (the "Year End Accounts"). The Combined
    Monthly Charge at the beginning of the Third One Year Period shall be
    calculated as (x) $9,000.00 plus (y) the number of Year End Accounts in
    excess of 45,000 times the Per Account Fee of $0.25 (which may change
    pursuant to Paragraph 3(B)):
	 
	 	 	 	 	 	 
	 	 	(3)	
    The Combined Monthly Charge will be
    adjusted at any time during a One Year Period, if Client acquires any
    additional assets, liabilities or serviced accounts from a financial
    organization (the "Acquired Accounts"). Commencing on the first day of the
    fourth month following the conversion of the Acquired Accounts to the BISYS
    System, BISYS will add the number of Acquired Accounts to the most current
    number of Client Accounts and adjust the Combined Monthly Charge to reflect
    the higher number of Client Accounts on the BISYS System.
	 
	 	 	 	 	 	 
	 	 	(4)	
    
    Notwithstanding Subparagraph (1) above, the $9000.00 limitation on the
    Combined Monthly Charge is exclusive of charges relating to third-party
    services such as EFT/ATM and pass-through charges.

	 
	 	 	 	 	 	 
	 	G.	
    
    In addition to the Combined Monthly Charge, Client will pay BISYS each month
    for:

	 
	 	 	 	 	 	 
	 	 	(1)	All usage of
    Services not set forth on Exhibit A; and	 
	 	 	 	 	 	 
	 	 	(2)	All
    pass-through charges, including but not limited to telecommunication
    charges, courier charges and postage charges.
	 	 	 
	 	 	 	 	 	 
	 	H.	
    License fees and terminal connection fees
    associated with the Oracle product shall be reduced to $20 per workstation
    during the Initial Term. During any renewal period, such fees will no longer
    be subject to such reduction, provided that BISYS agrees that the
    amounts to be charged to Client for such fees shall not exceed 80% of the
    amounts set forth in the then-current BISYS Price List (determined at the
    time the renewal period is commenced)."
	 
	 	 	 	 	 	 
	 	I.	BISYS agrees
    that any increase in the charges to Client for Standard or


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	 	 	 	 	Special
    Services will be limited in the aggregate to 10% per year.
	 	 	 	 	 	 
	 	2.2	
    Processing Credit.     In
    the event Client executes ASAs for BISYS' Cview CRM, Intervoice VRU, and
    Treev Document Management products, in addition to the Loan Portfolio
    Participations Module, and Signature Scan products, BISYS agrees to grant
    Client service/processing credits ("Processing Credits") in the amount of
    $175,000.00, which amount may be applied toward service and processing
    charges and other direct BISYS charges on Client's Monthly Invoices until
    all Processing Credits have been applied and the remaining amount of
    Processing Credits has been reduced to zero Dollars ($0.00). In the event
    the Agreement is terminated or Client elects to migrate to in-house
    processing or otherwise deconverts from the BISYS System prior to the end of
    the Initial Period (as may be extended herein), effective as of the date
    notice of termination or deconversion is given:
	 	 
	 	 	     (a)
    if any Processing Credits remain unapplied, then the amount of such
    remaining unapplied Processing Credits shall not be available for
    application by Client and the grant by BISYS of any such remaining unapplied
    Processing Credits shall be deemed revoked; and
	 	 	     (b)
    if all or a portion of the Processing Credits have been applied, then Client
    shall repay to BISYS a pro rata amount equal to: (a) the Processing Credits
    which have been applied, divided by the number of calendar
    months from the date the Processing Credit is granted to the end of the
    Initial Period; multiplied by (b) the total number of calendar
    months in the Initial Period minus the number of months in which
    Processing Credits were applied.
	 	 	 	 	 
	 	 	
    Processing Credits may not be used toward electronic banking or Internet
    banking services, and in no event shall any portion of the Processing Credit
    be used to offset pass-through, hardware, or installation charges.
	 	 	 	 	 	 
	 	2.3	
    Showcase Credit. Client agrees to
    assist BISYS in the growth of BISYS by acting as a "Showcase" site for
    prospective BISYS clients. BISYS will grant Client a credit in the amount of
    $500 (up to a maximum monthly credit of $1,000) for each "Showcase" visit by
    a prospective BISYS client. In consideration of such credit, Client will,
    upon reasonable advance notice, provide appropriate access to its equipment
    and processes used to employ the BISYS System and appropriate support to
    BISYS in the sales and marketing of its products and services in connection
    with any "Showcase" visits.
	 	 
	 	 	 	 	 	 
	 	2.4	
    ATM Batch Processing Discount.
    During the Initial Period BISYS agrees to grant Client a discount of 50% off
    BISYS' ATM Batch Processing charges as set forth in the Price List (which
    charges may change from time to time). In the event Client deconverts from
    the BISYS System, such discount shall no longer be effective from and after
    the date on which Client gives notice of termination or deconversion.
	 	 
	 	 	 	 	 	 
	 	2.5	
    Acquisition of Client.
    Notwithstanding anything to the contrary set forth in Paragraph 2 of the
    Agreement, if Client is acquired by or merged into (and is not the surviving
    entity) a financial organization which does not have a valid Services
    Agreement with BISYS (a "Change in Control"); and (b) within twelve (12)
    months
	 	 


3



	 	 
	 	of such Change
    in Control, Client is required to convert to a data processing system other
    than the BISYS System, Client shall have the option during the first twelve
    (12) months following the formal public announcement of such Change in
    Control to terminate this Agreement by giving BISYS at least 270 days' prior
    written notice. Such termination shall be effective provided that:
	 	 	 	 
	 	
    (a)	Client pays
    BISYS for all Services in accordance with the terms of this Agreement and
    Addendum through the effective date of termination, including all third
    party and pass-through charges; and
	 
	 	 	 	 
	 	
    (b)	Client pays for
    all Deconversion assistance in accordance with Paragraph 8(B) of the
    Agreement; and
	 
	 	 	 	 
	 	
    (c)	Client pays
    BISYS an early termination fee equal to the aggregate amount of the six (6)
    monthly invoices preceding the effective date of termination plus an amount
    representing any discounts extended to BISYS during the Initial Period.
	 
	 	 	 	 
	 	
    (d)	All payments must be made
    prior to delivery of Client Files."
	 	 	 	 
	 	2.6	Amendments
    to Paragraph 3.
	 	 	 
	 	 	2.6.1	Clause (iv) of
    Paragraph 3.A. of the Agreement shall be amended by adding the following
    parenthetical after the words, ", Client shall pay a minimum monthly
    charge", which shall read as follows: "(which minimum monthly charge shall
    be the aggregate of all charges invoiced to Client, i.e. BISYS charges,
    third party charges and network charges)".
	 
	 	 	 	 
	 	 	2.6.2	Clause (iv) of
    Paragraph 3.A. of the Agreement shall be amended by deleting such clause in
    its entirety and inserting, in lieu thereof, the following: "(iv) 80% of the
    monthly average of all charges invoiced to Client (excluding one-time
    charges related to new product installation) over the three (3) month period
    immediately preceding any deconversion by Client if Client deconverts from
    the BISYS System.
	 
	 	 	 	 
	3.	Performance
    Standards.
	 	 
	 	3.1	
    Downtime. For purposes of this Agreement, "Downtime" shall mean any general
    on-line services interruption (except for interruption due to reasons beyond
    BISYS' reasonable control, including without limitation, destruction of
    equipment, communication line failure, fire, acts of God, or acts of
    governmental or judicial authority) caused by failure of the Data Center's
    computers, programs or operators to sustain continuous availability of
    on-line processing during On-Line Hours. BISYS' Data Center will log and
    report Downtime providing appropriate analytical reports to Client for each
    calendar month. Client reserves the right to reconcile such reports with
    Client's own records of Downtime and correct any errors. Downtime results
    will be tabulated daily and averaged for the calendar month.
	 
	 	 	 	 
	 	 	(a)	
    For every percentage of Downtime in excess of two (2) percentage points (as
    a percentage of total On-Line Hours), during a period of time measured
	 	 	 


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	 	on a rolling
    three (3) month average, BISYS will deduct one percent (1%) of the actual
    charges for the Services paid by Client to BISYS for the measured month to a
    maximum of five percent (5%). Application of this credit will be made the
    following month.
	 	 	 	 
	 	 	(b)	If
    BISYS experiences Downtime in excess of five (5) percentage points per month
    during any two consecutive calendar months, Client shall have the option to
    terminate this Agreement prior to the end of the Initial Period upon at
    least 180 days prior written notice to BISYS and such termination shall be
    effective, provided that:
	 
	 	 	 	 
	 	 	 	(i) 	Client shall
    pay BISYS for all Services provided to Client on the terms provided in this
    Addendum, including pass-through charges, through the effective termination
    date (excluding any early termination charges); and
	
	 	 	 		 
	 	 	 	(ii) 	Client shall
    pay BISYS for all Deconversion assistance in accordance with Paragraph 9(B)
    of the Agreement; and
	 	 	 	
	 	 	 		 
	 	 	 	(iii) 	All payments must be made
    prior to the delivery of Client Files.
	 	 	 	 
	 	3.2	
    Report Delivery. Provided that Client has installed a BISYS approved network
    configuration, if at least ninety percent (90%) of the individual daily
    reports are not stored on Client's print server by 10:00 A.M. Eastern Time
    on the business day immediately following the day as to which such reports
    relate on at least ninety percent (90%) of the business days during any
    calendar quarter, then the charges for the Services otherwise payable by
    Client to BISYS under this Agreement for such calendar quarter shall be
    reduced by five percent (5%) and applied as a credit against charges for the
    month following such calendar quarter. BISYS agrees to use all reasonable
    efforts to provide correct report data so as to prevent double posting.
    BISYS agrees to monitor Service Incidents related to production performance.
    Service Incidents are defined as a single occurrence of:
	 
	 	 	 	 
	 	 	 	S 	Reprint/Rerun
    (due solely to BISYS' error), i.e., double posting, incorrect data,
    omission, etc.
	 	 	 	
	 	 	 	S 	Fiche production error
	 	 	 	S 	Report misroute (due solely
    to BISYS' error)
	 	 	 	S 	
    Work request delay (based on mutually agreed upon delivery date)
	
	 	 	 	S 	
    Service Incident mutually agreed upon in writing signed by BISYS and Client
	
	 	 	 	 
	 	 	(a)	If
    during any two (2) consecutive calendar month period, the number of separate
    Service Incidents exceeds four (4), then Client shall have the option to
    terminate this Agreement prior to the end of the Initial Period upon at
    least 180 days prior written notice to BISYS, and the termination shall be
    effective provided that:
	 
	 	 	 	 
	 	 	 	(i) 	Client pays BISYS for all
    Services provided through the effective


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	 	 	termination
    date on the terms provided in this Addendum, including
	 	 	pass-through
    charges (excluding any early termination charges);
	 	 	and
	 	 	 
	 	 	 	(ii) 
    	Client pays BISYS for any
    Deconversion assistance in accordance with Paragraph 9(B); and
	 	 	 	 	 
	 	 	 	(iii) 
    	All payments must be made
    before the delivery of Client Files.
	 	 	 
	 	3.3	For
    purposes of this Paragraph, if the BISYS System is not available due to
    reasons beyond BISYS' reasonable control, including without limitation,
    destruction of equipment, communication line failure, fire, acts of God or
    acts of governmental or judicial authority then any incident resulting from
    the unavailability of the BISYS System for the reasons set forth in this
    sentence shall not be included in the number of Service Incidents for
    purposes of determining if Client has the opportunity to terminate this
    Agreement in accordance with Paragraph 3.2(a) above.
	 
	 	 	 
	4.	
    Nondisclosure of Terms. Neither BISYS nor Client shall (except to
    persons acting on behalf of such party) disclose, and neither party shall
    permit any of its employees or other persons who act or acted in its behalf
    to disclose, any of the terms and conditions of the Agreement, including
    without limitation any Addendum or pricing terms, except as may be required
    by law.
	 
	 	 	 
	5.	
    Availability of Services. Paragraph 4.A. of the Agreement is amended by
    adding, after the words "7:00 A.M. to 5:00 P.M. Saturday", the words "and
    10:00 AM to 5:00 PM Sunday".
	 
	 	 
	6.	Further
    Amendments.
	 	 	 
	 	6.2.1	
    Paragraph 6 of the Agreement is amended by adding the following sentence at
    the end of Subparagraph B thereof "BISYS agrees to make commercially
    reasonable efforts to provide notice to Client of any network outage of
    which it is aware."
	 
	 	 	 
	 	6.2.2	
    Paragraph 7 of the Agreement is amended by deleting the word "reasonable" in
    the second sentence of Subparagraph A and in the first sentence of
    Subparagraph B, and inserting in each location, in lieu thereof, the words,
    "reasonably adequate".
	 
	 	 	 
	 	6.2.3	
    Paragraph 7 of the Agreement is further amended by adding the words
    "Client," to third sentence of Subparagraph E after the words, "available at
    the Data Center for examination by".
	 
	 	 	 
	 	6.2.4	Paragraph 9 of
    the Agreement is amended by:
	 	 	 
	 	 	(A)
    	
    restating the second sentence of Subparagraph C thereof in its entirety as
    follows: "All such improvements, enhancements, modifications and updates
    shall be delivered to Client in a form of computer media, which shall be
    provided to Client by BISYS and shall be installed by Client, with
    reasonable installation support to be provided telephonically by BISYS via
    normal client
	 


6 



	 	 	service
    channels.";
	 	 	(B)
    	adding, to the
    end of the first sentence of, the following proviso: "provided, however,
    that Client may make copies of BISYS documentation for its own purposes
    only, and such copies must be destroyed or returned to BISYS upon
    termination of this Agreement."; and
	 
	 	 	(C)
    	deleting, from
    the third sentence of Subparagraph C, the number "45" and inserting, in lieu
    thereof, the number "90".
	 
	 	 	 
	 	6.2.5	
    Paragraph 10(B) is modified by adding after the sentence thereof, the
    sentence "A copy of BISYS' SAS 70 will be made available to Client at no
    cost".
	 	 
	 	 	 
	 	6.2.6	Paragraph 13 is
    amended by :
	 	 	 
	 	 	(A) 
    	adding to the first
    sentence of such paragraph, the words, "responsibility for and" after the
    words "BISYS has sole"; and
	 	 	 	 
	 	 	(B) 
    	adding, at the end of the
    third sentence of such paragraph, the words ", upon 180 days' prior written
    notice".
	 	 
	 	6.2.7	
    Paragraph 14 of the Agreement is modified by adding the following sentence
    at the end thereof: "BISYS will provide Client with evidence of coverage
    upon receipt of a written request therefor."
	 
	 	 	 
	 	6.2.8	
    Paragraph 17(A) of the Agreement is modified by restating such subparagraph
    in its entirety as follows: "BISYS shall make available via the company
    website
    (www.bisys.com) copies of The
    BISYS Group, Inc.'s (BISYS' parent corporation) current audited
    financial statements no later than sixty (60) days of public filing thereof.
	 
	 	 	 
	 	6.2.9	Paragraph 3(B)
    of the Agreement is modified by deleting the word "first" in the second sentence
    thereof, and inserting, in lieu thereof, the word, "second".
	 	 
	 	 	 
	 	6.2.10	Paragraph 3(D)
    of the Agreement is modified by inserting in the penultimate sentence, after
    the words "reimburse BISYS for any and all", the words, "out-of- pocket".
	 
	 	 	 
	7.	Limitation of
    Shared Security Subsidy. BISYS agrees to limit any "shared security subsidy" charge
    incurred pursuant to Paragraph 10(C) to 10% per annum. In the event a change of law
    or regulation results in Client's equitable share being greater than 10% of Client's
    average invoice amount over the preceding six calendar months, Client may terminate the
    Agreement upon 180 days' prior written notice, subject to fulfillment of the conditions set
    forth in Section 2.5 (a) through 2.5 (d) of this Addendum. Notwithstanding anything to the
    contrary in this Paragraph 7, BISYS agrees that any "shared security subsidy" charge
    will be waived for the first twenty four (24) months of the Initial Period.
	 
	 	 	 
	8.	Option to
    Transition to In-house Processing. Notwithstanding anything to the contrary
    set forth herein,
    Client shall have the one-time option to transition to the Open Solutions,
    Inc. ("OSI")
    Complete Banking Solution (the "OSI System") as an in-house data processing system prior to
    the end of the Initial Period by giving notice of its intent to exercise
    such
	 


7 



	 	
    option at
    any time during the forty second (42nd) month following the Initiation Date,
    and the transition must be commenced no later than the forty eighth (48th)
    month following the Initiation
    Date, provided that:

	 
	
     •
	The
    effective date of transition must occur after the 42nd month following the
    Initiation Date but before the 54th
    month following the Initiation
    Date, and will be scheduled at a mutually convenient time
    subject to the reasonable availability of BISYS and OSI personnel; and
	 
	 
	
     •
	Client shall
    give BISYS at least six (6) months prior written notice of its intention to transition to the OSI
    System; and
	 
	
     •
	Client shall
    pay BISYS (i) for all Services provided by BISYS through the effective date
    of transition, including all
    pass-through charges, and (ii) a pro-rated amount representing all discounts and Processing
    Credits extended to Client by BISYS throughout the Initial Period until the date of
    transition to the OSI System; and
	 
	 
	 
	
     •
	Client will
    pay BISYS all deconversion charges in accordance with Paragraph 8(b); and Client shall reimburse BISYS for any reasonable out of pocket expenses incurred by BISYS in connection with
    the transition to the OSI System, including, without limitation, reasonable travel, lodging
    and other out-of-pocket expenses; and
	 
	 
	 
	
     •
	If Client
    elects to exercise the migration option, Client shall enter into a direct
    licensing agreement with OSI for the
    system prior to the termination of the Services Agreement with BISYS.
	 
	 	 
	Except as
    expressly amended and supplemented hereby, the Agreement shall remain
    unchanged and continue
    to be in full force and effect.
	 	 
	This Addendum
    supersedes and replaces any prior agreement (written or oral) as to its
    subject matter. If there is any conflict
    between the terms and conditions of this Addendum and the terms and conditions
    of the Agreement or any prior addendum to this Agreement, the Terms and Conditions of
    this Addendum shall prevail.
	 	 
	BISYS
    INFORMATION SOLUTIONS, L.P. 	 	GREATER BUFFALO
    SAVINGS BANK
	 	 	 	 	 
	By:	
    /s/ James J.
    Guidici	 	By: 	
    /s/ Harold
    Davis, Jr.
	 	 	 	 	 
	 	 	 	 	 
	Name:	
    James J. Guidici	 	Name: 	
    Harold Davis, Jr.
	 	 	 	 	 
	 	 	 	 	 
	Title:	
    Executive Vice President	 	Title: 	
    Vice President
	 	 	 	 	 
	 	 	 	 	 
	Date:	10/28/04	 	Date: 	10/28/04
	 
	THIS ADDENDUM
    SHALL BECOME EFFECTIVE UPON BEING SIGNED BY AN AUTHORIZED
	OFFICER OF
    BISYS. BISYS' MARKETING REPRESENTATIVES DO NOT HAVE THE
	AUTHORITY TO
    BIND BISYS.
	 


8



	 	 	Contract No.1922
	 	 	 
	 	
    GREATER BUFFALO SAVINGS
    BANK
	 
	 	 	 
	 	 	 
	 	 	 
	EXHIBIT A SERVICES	 	 
	 	 	 
	
    Transaction
    Account Processing (DDA, MMDA, NOW, Commercial DDA, SUPER NOW)

    Savings, Time
    Deposits/Certificates of Deposit

    Consumer Loan Processing

    Commercial Loan Processing

    Mortgage Loan Processing

    Construction
    Loan Processing

    Automatic
    Clearing House Processing (ACH)

    Central
    Information File (CIF)

    Pending/Matrix Processing

    Year-End
    Processing (excluding forms production)

    Credit Bureau Reporting

    Oracle
    Licenses/Terminal Connection (up to 15 Workstations)

    OFAC Support

    ACH Processing



9