EX-10.17






EXHIBIT 10.17




RELOCATION SERVICES AGREEMENT



THIS AGREEMENT is between First Interstate Bank (hereinafter referred to as Company) having its
principal office at 401 North 31st Street, Billings, MT, 59116 and NRI Relocation, Inc.,
(hereinafter referred to as NRI), having its principal office at 195 Arlington Heights Road, Suite
101, Buffalo Grove, IL 60089, in order to facilitate the relocation of the Company’s transferred
employees.




     NRI shall assume the responsibility for the administration, coordination and execution of
authorized services within the guidelines of the Company’s relocation policy. In lieu of a written
policy, Company will provide specific written authorization for services with any financial limits
or restrictions outlined.



     NRI will provide the services described on Exhibits A through for the respective fees
indicated at such time they are specifically authorized by the Company.



COMPANY OBLIGATIONS




     The Company authorizes NRI to perform the services indicated on the attached Exhibits in
accordance with this Agreement. To facilitate NRI’s performance, Company hereby agrees to the
following provisions:



      Responsibility for Payment




     NRI and Company agree that Company will be held responsible for all monies due NRI and its
assigns by any Company affiliate that utilizes this Agreement.



     Company agrees to pay NRI invoices within 30 days of the date of the billing and further
agrees that interest at 1.5% per month, or fraction thereof, shall accrue for any amounts unpaid
as of 30 days following the billing date.



      Indemnity and Disclaimer




     Company agrees to indemnify NRI and its assigns with respect to any claim arising out of the
administration of this Agreement that is due to the negligence, willful misconduct, or failure of
Company, its employees, or its agents to conform to the procedures or satisfy their obligations as
set forth in this Agreement. The Company will defend such claims or authorize NRI to defend any
such claims, in which case the Company shall reimburse NRI for any reasonable costs including but
not limited to out of pocket expenses and attorney fees incurred by NRI in defending and/or
settling any claim. No settlement payment shall be reimbursable without the prior written consent
of the Company.



     NRI agrees to indemnify the Company and its assigns with respect to any claim arising out of
the administration of this Agreement that is due to the negligence, willful misconduct, or
failure of NRI, its employees, or its agents to conform to the procedures or satisfy their
obligations as set forth in this Agreement. NRI will defend such claims or authorize the Company
to defend any such claims, in which case NRI shall reimburse Company for any reasonable costs
including but not limited to out of pocket



			
	 	 	 
	Initials 	 	1






 









 




expenses and attorney fees incurred by the Company in defending and/or settling any claim. No
settlement payment shall be reimbursable without the prior written consent of the NRI.




     NRI shall not be liable for failing to comply with applicable IRS regulations, to the extent
that such liability arises from NRI’s adherence to directions from the Company.



      Assignment




     Company shall have the right to assign this Agreement, provided that no such assignment shall
relieve Company of any of its obligations hereunder. Each assignment shall be subject and
subordinate to the rights of NRI under this Agreement and to any renewal, amendment or
modification thereof.



      Legality




     Should any one or more of the clauses of this Agreement be declared void or in violation of
the law, this Agreement shall remain in effect, exclusive of such clause or clauses, to the
fullest extent of the law. The terms of this Agreement shall be interpreted under the laws of
Illinois.



      Binding Obligations




     This Agreement and all rights and duties hereunder shall inure to the benefit of and shall be
binding upon NRI and Company and their respective representatives, administrators, executors,
heirs, successors and assigns.



      Entire Agreement




     This Agreement sets forth all covenants, promises, agreements, conditions, and understandings
between NRI and Company regarding Company’s relocation process. No subsequent alteration,
amendment, change or addition to this Agreement shall be binding upon NRI or Company unless
reduced to writing and signed by both parties.



      Notices




     Whenever any demand, request, approval, consent or notice (“notice”) shall or may be given
by one party to the other, notice shall be addressed to the parties at their respective addresses
as specified on page one of this Agreement and delivered by (i) hand, (ii) a nationally recognized
overnight express courier, (iii) registered or certified mail return receipt requested, or (iv)
via facsimile, provided a copy of said notice is sent in accordance with (i), (ii) or (iii) within
two (2) business days following facsimile transmission. The date of actual receipt shall be deemed
the date of service of notice. In the event an addressee refuses to accept delivery, however,
notice shall then be deemed to have been served on either (i) the date the hand delivery is
refused, (ii) the next business day in the case of delivery by overnight courier, or (iii) three
(3) business days after mailing the notice in the case of registered or certified mail. Either
party may, at any time, change its notice address by giving the other party notice, in accordance
with the above, stating the change and setting forth the new address.



      Relationship of Parties




     NRI is performing duties as required by this Agreement as an independent contractor of
Company. NRI is in no circumstances acting as an agent of Company.



			
	 	 	 
	Initials 	 	2









 









 






      Termination




     This Agreement may be terminated by either party upon ninety (90) days written notice. All
transactions active with NRI at the date of notice of termination will be handled by NRI in
accordance with this Agreement; or at the Company’s direction, files will be transferred to the
Company or its nominee; in this event, Company shall pay NRI total charges due for any services
previously rendered. In the event there are any excess funds from the program, NRI shall pay such
amount to Company or its nominee.



	 	 	 
	First Interstate Bank

	 	NRI Relocation, Inc.






	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	Lyle R. Knight
	 	 
	 	By:
	 	/s/ Susan L. Bender
	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Lyle R. Knight
	 	 	 	 	 	Susan L. Bender	 	 
	 	 	 Its: President and Chief Executice Officer	 		 	 	 	Its: Chief Executice Officer	 	 
	 
	Date: 4-25-08	 	 	 	Date: 4-30-08	 	 






			
	 	 	 
	Initials 	 	3







 









 






EXHIBIT A




HOME SALE ASSISTANCE




Realtor Selection and Assessment



NRI objectively evaluates and investigates Realtors for proven sales experience. Agents are judged
on their reputation, relocation training, ability to respond to the specific relocation marketing
assignments, and their specific experience in managing similarly priced properties in the employee’s
area. Every Realtor selected by NRI is evaluated on each assignment in four areas: timeliness,
employee impression, report content, and, most importantly, the accuracy of the value as compared
to the ultimate sale price.




Market Analysis



Each of the two recommended Realtors will separately visit the employee’s property to conduct a
property inspection, and provide a capabilities presentation to the employee and/or spouse. Working
independently, each Realtor completes the ERC Comprehensive Market Analysis. The Realtors’
estimates of market value must be supported by suitable market data, including comparable sale
statistics, current listings, and an analysis of property and market conditions.




Marketing Strategies



NRI applies its marketing expertise and market data collected by the Realtors to assist in
developing the marketing strategy, and to offer advice regarding price and condition to the
employee within one (1) business day following receipt of agent information. NRI audits both
Realtors’ reports to ensure consistency, thoroughness, and the logic of their conclusions. Any
discrepancies are reconciled before the completed plan is recommended to the employee.




Marketing Implementation



The Realtor is managed closely and interviewed in detail about various plan outcomes. This
includes the results of showings, buyer comments, other area home sales, and overall
effectiveness. NRI requires the chosen real estate agent to provide weekly feedback on showings
and market developments impacting the property. Written Realtor reports are not solely relied
upon, but are used to support changes in strategy.



NRI will provide feedback to the employee on Realtor performance, showing activity, and buyer
reactions. NRI will contact the employee as often as necessary but not less than every 7 to 10
days throughout the process. Modifications to the process are made accordingly.



FEE: $1,595 will be assessed only if employee does not list with a Realtor referred by NRI. This
service is required in conjunction with Acquisition & Closing. Properties unsold after 150 days
will be assessed $350 per month, or any fraction thereof.




			
	 	 	 
	Initials 	 	4









 










 








EXHIBIT B




ACQUISITION AND CLOSING



NRI will administer both the acquisition and closing transactions of an employee’s residence per
the Company relocation policy. Based on the Company policy and the Employee’s eligibility, NRI will
either acquire the residence based on appraisals and deliver to the employee a contract to purchase
the home at the appraised value, or NRI will provide a blank contract to purchase to be completed
with like kind terms at the time employee receives an acceptable offer from a potential buyer. Once
acquired, NRI will process the sale and closing of the property to a third party purchaser.



When appropriate, NRI will arrange for property inspections that are customary for the area. NRI
will require the employee to complete a homeowners’ disclosure statement and any other disclosure
documents required by applicable law. NRI will provide copies of any inspections and disclosure
statements to potential buyers.



In preparation for the acquisition and closing of the property, NRI will obtain a title
commitment or title opinion on behalf of the transferee to ensure good and marketable title.



The employee will have a period of time to sell the residence to NRI. The employee, together with
any and all other owners of the residence, can make an offer to sell the residence to NRI only by
signing and returning, within said period of time, the Contract of Sale and other documents
provided to the employee.



If, before the employee has made an offer to sell the residence to NRI at the appraised value, or
in the event of a no appraisals, the employee receives a written offer from a potential buyer that
would result in the employee receiving a net cash return greater than that which the appraised
value sale would provide, NRI will change the appraised value to an amount equal to the potential
buyer’s offer (the “Buyer’s Value”), provided NRI determines that the following conditions are
met:





	 	•	 	The potential buyer is reasonably likely to receive adequate financing to
complete the sale at the offered price and on the terms and conditions described in
the offer; and
	 
	 	•	 	The offer from the potential buyer is at a fixed price and does not depend on
any other event such as selling another property or obtaining interim financing
arrangements other than a standard mortgage contingency.




The employee must do the following in order to offer to sell the residence to NRI at the Buyer’s
Value:





	 	•	 	Within two (2) business days of NRI’s receipt of notification of the
potential buyer and the Buyer’s Value, offer to sell the residence to NRI at
the Buyer’s Value; and
	 
	 	•	 	Within ten (10) business days thereafter, the employee must execute the
Contract of Sale and return it to NRI together with the buyer’s offer. The
potential buyer’s offer must be signed by the buyer but not signed by the
employee.




Working with the buyer’s lender, Realtor, and local escrow agent NRI will ensure that all terms
and conditions of each transaction are met. NRI will:





	 	•	 	Prepare, accept, and coordinate the flow of
documents
	 
	 	•	 	Verify all seller-paid closing costs






			
	 	 	 
	Initials 	 	5






 









 







	 	•	 	Prepare closing statements
	 
	 	•	 	Verify and collect any funds and pay out funds to the transferee or others in
accordance with the terms and conditions stated
	 
	 	•	 	Make certain all documents are executed correctly
	 
	 	•	 	Arrange for the recording of documents as necessary
	 
	 	•	 	Thoroughly audit all funds and documentation, and submit a Property Sold Report
to the Company upon final reconciliation.




In the event that the Employee delivers an outside purchaser to NRI prior to NRI determining that
the Employee can deliver clear and marketable title, the Company authorizes NRI to enter into the
contract of sale with the outside purchaser and will indemnify NRI for all expenses, if any, that
may result from any lawsuit by the outside purchaser should the Employee be unable to provide
clear and marketable title.




Residence



For purposes of this Agreement, the terms “home” and “residence” shall be interchangeable.
Residence is hereby defined as an employee owned detached single-family dwelling, within a city,
town, village, or established suburb, and having a lot typical of single-family dwellings in the
immediate vicinity; a condominium, a town home, a duplex provided the non-resident half of the
property is not leased. In the event Company requests NRI to perform services under this Agreement
for a residence not defined by the above, NRI reserves the right to charge an additional mutually
agreed upon fee for the added time required by NRI to perform the functions of this Agreement.




Responsibility for Service Fees



The Company agrees to pay NRI all service fees itemized on the Property Sold Report (Exhibit B.1)
and will be invoiced on the Final Billing for said fees (Exhibit B.2.)




Responsibility for Financing of Property Transactions



The Company assumes responsibility for and agrees to furnish funds needed to finance the
acquisition, carrying and resale costs of each property.



In order to provide NRI with funds necessary for performance of its functions the Company shall
transfer funds, within three (3) business days, to NRI’s designated bank in the amount of 9% of
the offer price to the employee upon the receipt of the initial deposit invoice from NRI. These
funds are to cover NRI’s disbursements for expenses other than equity payments or mortgage
pay-offs. Upon the transmitted request from NRI, with verification of fund balance, Company shall
replenish the fund by wire transfer to NRI with an amount based upon 6% of the offer price to the
employee.



Prior to NRI’s release of disbursement for any funds related to employee’s Equity (including but
not limited to mortgage pay-offs, taxes, assessments), or funds required by NRI to close
the sale, NRI will transmit a copy of NRI’s invoice for the applicable amount. The Company will,
within three business days, wire transfer the funds due to NRI’s designated bank. Upon
verification of receipt of funds, NRI will release funds to the appropriate parties including
employee, lender, etc.




			
	 	 	 
	Initials 	 	6







 









 






Responsibility for Property Expenses



Upon completion of the resale of each property, NRI shall render Company a Final Bill
(Exhibit B.2) supported by a Property Sold Report showing the amount paid Company’s employee and all charges (consisting of
direct
costs, service fees, and interest, all defined herein) in connection with the property. If the
charges are less than
the amounts (9% Deposit, Equity Funding, etc.) advanced NRI by Company, NRI shall refund the
difference and
if the charges are more than the amount advanced NRI, NRI shall invoice the company the balance of
the funds owed.




Employee Payments Due NRI



In the event that the employee owes NRI funds for any reason, Company agrees that after NRI has
notified the employee and Company, and payment to NRI has not been received within thirty (30) days
of notice, NRI will include the amount on the Final Bill. However, if the Final Bill has been
rendered and paid, the amount will be requested by separate invoice itemizing amount due plus
interest to the date of the invoice. Company will assume responsibility for collection from
employee. This amount will be excluded from the cost performance tracking of this file.




FEE: $4500




			
	 	 	 
	Initials 	 	7






 












 





Exhibit B.1




SAMPLE PROPERTY SOLD REPORT

PROGRAM TYPE: BUYER VALUE OPTION




	 	 	 	 	 	 	 
	COMPANY NO.:

	 	999	 	XYZ Corporation
	FTLE NO.:

	 	99999	 	AA12
	EMPLOYEE:

	 	John Q. Smith
	 	 
	ADDRESS:

	 	123 Main Street

Naperville, IL 12345
	 	 
	 
	 	 	 	 	 	 
	PRORATION DATE:

	 	07-19-06	 	 
	RESALE DATE:

	 	07-03-06	 	 
	CLOSING DATE:

	 	08-15-07	 	 
	 
	 	 	 	 	 	 
	Purchase Price:

	 	$350,000.00	 	 
	Sale Price:

	 	$350,000.00	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	PART I: ACQUISITION / CARRYING COSTS:
	 	 	 	 	 	 	 	 	 	 	 	 
	ACQUISITION COSTS:
	 	 	 	 	 	 	 	 	 	 	 	 
	1. Relocation Appraisals
	 	 	 	 	 	 	 	 	 	 	 	 
	2. Broker’s Market Analysis
	 	 	 	 	 	 	 	 	 	 	 	 
	3. Inspections
	 	 	 	 	 	 	 	 	 	 	 	 
	4. Pre-Title Expenses
	 	$	275.00	 	 	 	 	 	 	 	 	 
	5. Title/Deed Costs — Transferee**
	 	 	 	 	 	 	 	 	 	 	 	 
	6. Title/Deed Costs — Company
	 	 	 	 	 	 	 	 	 	 	 	 
	7. Mortgage Pre-payment Penalty**
	 	 	 	 	 	 	 	 	 	 	 	 
	8. Misc. Acquisition Costs
	 	$	62.00	 	 	 	 	 	 	 	 	 
	9. TOTAL ACQUISITION COSTS
	 	 	 	 	 	$	337.00	 	 	 	0.001	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	RECURRING CARRYING COSTS:
	 	 	 	 	 	 	 	 	 	 	 	 
	10. Insurance
	 	$	38.18	 	 	 	 	 	 	 	 	 
	11. Utilities
	 	$	108.28	 	 	 	 	 	 	 	 	 
	12. Property Tax
	 	$	212.12	 	 	 	 	 	 	 	 	 
	13. Maintenance
	 	$	76.78	 	 	 	 	 	 	 	 	 
	14. Condo/Assoc./Homeowner Fees
	 	$	0.00	 	 	 	 	 	 	 	 	 
	15. Mortgage Interest
	 	$	1,072.75	 	 	 	 	 	 	 	 	 
	16. Misc. Recurring Costs
	 	$	0.00	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	17. TOTAL RECURRING COSTS
	 	 	 	 	 	$	1,508.11	 	 	 	.43	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	NON-RECURRING CARRYING COSTS:
	 	 	 	 	 	 	 	 	 	 	 	 
	18. Repairs
	 	$	276.00	 	 	 	 	 	 	 	 	 
	19. Capital Improvements
	 	 	 	 	 	 	 	 	 	 	 	 
	20. Assessments
	 	 	 	 	 	 	 	 	 	 	 	 
	21. Rental Management Fees
	 	 	 	 	 	 	 	 	 	 	 	 
	22. Misc. Non-Recurring Costs
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	23. TOTAL NON-RECURRING CARRYING COSTS
	 	 	 	 	 	$	276.00	 	 	 	0.0007	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	24. (Rental Income Credit)
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	25. TOTAL CARRYING COSTS
	 	 	 	 	 	$	1,784.11	 	 	 	.51	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	26. Interest on Equity
	 	$	.00	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	27. TOTAL ACQUISITION/CARRYING COSTS
	 	 	 	 	 	$	2,121.11	 	 	 	.61	%






			
	 	 	 
	Initials 	 	8






 









 






			
	 
	 	FILE NO.: 99999                    PAGE: 2

BVO SALE






	 	 	 	 	 	 	 	 	 	 	 	 	 
	PART II: DISPOSITION / SELLING COSTS:
	 	 	 	 	 	 	 	 	 	 	 	 
	28. Broker’s Commissions
	 	$	21,000.00	 	 	 	 	 	 	 	 	 
	29. Title Costs
	 	$	295.00	 	 	 	 	 	 	 	 	 
	30. Attorney Fees
	 	$	300.00	 	 	 	 	 	 	 	 	 
	31. Escrow Fees
	 	 	 	 	 	 	 	 	 	 	 	 
	32. Document Preparation Fees
	 	 	 	 	 	 	 	 	 	 	 	 
	33. Survey
	 	 	 	 	 	 	 	 	 	 	 	 
	34. Mortgage Release Fees
	 	 	 	 	 	 	 	 	 	 	 	 
	35. State / Local Fees
	 	 	 	 	 	 	 	 	 	 	 	 
	36. Recording Fees
	 	$	30.00	 	 	 	 	 	 	 	 	 
	37. Transfer Charges
	 	$	247.50	 	 	 	 	 	 	 	 	 
	38. Closing Costs Over Limit
	 	 	 	 	 	 	 	 	 	 	 	 
	39. Closing and Other Legal Fees
	 	$	775.00	 	 	 	 	 	 	 	 	 
	40. Points
	 	 	 	 	 	 	 	 	 	 	 	 
	41. Monetary Concessions / Incentive
	 	 	 	 	 	 	 	 	 	 	 	 
	42. Misc. Disposition / Selling
	 	$	285.00	 	 	 	 	 	 	 	 	 
	43. (Gain) / Loss on Sale
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	44. TOTAL DISPOSITION / SELLING
	 	 	 	 	 	$	22,932.50	 	 	 	6.55	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PART III: ADMINISTRATIVE COSTS:
	 	 	 	 	 	 	 	 	 	 	 	 
	45. Property Fee Credit
	 	 	 	 	 	 	 	 	 	 	 	 
	46. Interest
	 	 	 	 	 	 	 	 	 	 	 	 
	47. Management Service Fee
	 	TBD	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	49. TOTAL ADMINISTRATIVE COSTS
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	PART IV: TOTAL HOMESALE PROGRAM COSTS:
	 	 	 	 	 	$	25,053.61	 	 	 	7.16	%








 




			
	**	 	Expenses incurred in the acquisition process (Line 5 and Line 7), may be considered
taxable income to the employee.




			
	 	 	 
	Initials 	 	9






 









 










Exhibit B.2




Sample Final Billing




	 	 	 
	Invoice:

	 	#99999F
	Date:

	 	August 30, 2007
	 
	 	 
	Attn:

	 	John Doe

XYZ Corporation

123 Pleasant Street

City, State, Zip






	 	 	 
	File:

	 	#99999F
	Company:

	 	#999
	Employee Name:

	 	John Q. Smith
	Address:

	 	123 Main Street

Reloville, IL 12345






	 	 	 	 	 
	Total Program Cost (per attached):
	 	$	$25,053.61	 
	Less 9% Initial Deposit:
	 	 	[$31,500.00]	 
	Less Equity Funded
	 	 	[$70,000.00]	 
	 
	 	 	 
	 
	 	 	 	 
	Total Due / [Refunded]:
	 	 	[$73,456.39]	 






			
	 	 	 
	Initials 	 	10






 











 





EXHIBIT C




HOME FINDING SERVICES




Needs Assessment




Destination services are discussed with the employee during the initial interview. NRI will discuss
their housing and lifestyle requirements, explaining NRI’s services in the home finding area, and
how it integrates with their relocation policy. NRI determines the employee’s priorities and
focuses on appropriate lifestyle issues including family concerns, dual careers, and school
choices.



Realtor Selection




NRI will research Realtors in the new area and work with them to have area information sent to the
employee, plan a tour, and preview homes that will fit the employee’s needs. NRI will call the
employee back within one (1) business day to confirm the arrangements that have been made. A home
finding packet is sent to the employee.



Area Information




Local area information is readily available. Working in conjunction with the home finding agent,
materials will be sent to the employee. NRI requires that Realtors send specific information to
employees including community data such as schools, churches, park districts, available homes, cost
of living, etc. to familiarize themselves with the destination area. Any specific need of the
employee will be researched and additional information will be provided.



Area Orientation




Employees are met by the Realtor in the new location and taken on an area tour. Tour would include
the neighborhoods in relation to the Company site plus locations of shopping, schools, public
transportation, places of worship, parks and any other amenities requested.



FEE: None. NRI receives Realtor referral fee.




NOTE: In the event the employee/new hire requires Area Orientation services prior to accepting a
position; a Realtor fee may apply.




			
	 	 	 
	Initials 	 	11






 









 






Exhibit D




MOVE MANAGEMENT SERVICES




NRI will select an appropriate agent/carrier to transport the employee’s household goods. NRI, with
the assistance of its Move Management Partner, will schedule packing, pickup, shipment and delivery
of the household goods. NRI will obtain full replacement value insurance on each shipment and
provide temporary or permanent storage resources as applicable. NRI will assist in processing
insurance claims to facilitate timely resolution of disputes. NRI will pay carrier or agent
invoices directly on behalf of Client.



Tariff




All of the tariff conditions contained in the Household Goods Carrier’s Bureau Tariff 400-N and
the STB HGB 104 Exceptions Tariff, shall govern the conditions of carriage for all household goods
movements arranged by NRI Relocation, Inc.



Bottom Line Discount




A Bottom Line Discount of 57% will apply to shipments in the continental United States.



Storage in Transit Discount




A Bottom Line Discount of 45% will apply for Storage in Transit and storage related charges.
Carrier agrees that the time period before a shipment converts from storage-in-transmit to
permanent storage shall be one hundred and eighty (180) days. There will be no extra charge for
valuation coverage during Storage-in-Transit.



It is understood and agreed by NRI and by Client that nothing in this Agreement shall constitute a
carrier or an agent as the legal representative, joint venturer, partner or employee of NRI for
any purpose whatsoever.



FEE: No service fee applied by utilizing NRI supplier contracts. NRI shall bill and COMPANY agrees
to pay, all direct cost for the transportation of household goods. The COMPANY acknowledges that
NRI shall be entitled to and will collect referral fees from carriers for services performed.



			
	 	 	 
	Initials 	 	12






 









 






Exhibit E




MORTGAGE ASSISTANCE




NRI Mortgage Solutions (NRIMS) loan counselors will research home loan programs for Company
employees to offer them the best rate and terms to fit their financial goals. NRIMS utilizes Nylx
software to review mortgage products offered by eight national lenders. Through NRI Mortgage
Solutions employees will have the benefit of:




	 	•	 	Fast and free pre-approval
	 
	 	•	 	No up front fees required
	 
	 	•	 	Minimal paperwork
	 
	 	•	 	Reduced lender fees to minimize costs
	 
	 	•	 	Discounted interest rates for qualified buyers
	 
	 	•	 	Previous income of spouse included





NRI Mortgage Solutions also has programs for New Construction, Foreign Nationals, Bridge Loans and
Employer Subsidies.



NRI Mortgage Solutions will use their best efforts in making loans to employees of the Client who
meet mortgage underwriting and credit criteria. NRI does not have exclusive agreements with these
lenders and the employee is under no obligation to use NRI Mortgage Solutions. The employee is
responsible to pay the fees, expenses or costs, for their loan. If the Company provides home
purchase cost assistance, NRI Mortgage Solutions will direct bill the Company for eligible
expenses.



FEE: None




			
	 	 	 
	Initials 	 	13






 









 






Exhibit F




APPRAISAL & INVENTORY MANAGEMENT




NRI will order appraisals from two appraisers experienced in evaluating properties in the relevant
locale. The NRI Consultant will explain the appraisal process, set timetables, and answer any
questions the employee may have about the guaranteed offer process.



NRI will carefully review the appraisals for completeness, logic and accuracy. Values are
calculated according to Client policy. The appraised value of the home will be computed by
averaging the two appraisals, unless the appraisals differ by more than 5% of the higher appraisal
amount. Should the variance exceed 5%, NRI will order a third appraisal and the appraised value
will be the average of the two closest appraisals. If NRI determines that any appraisal is
inadequate it may request re-analysis and re-certification of the value by the appraiser; discard
the appraisal and obtain a new one as a replacement.



NRI will advise the employee of the value. NRI will provide documentation and notification of this
value to the Client. The NRI Consultant will discuss the appraisal reports in detail with the
Client and/or the employee as requested.



Fee: $425




Should the employee accept the guaranteed offer from NRI the home will be considered inventory. NRI
will select and retain a local real estate broker to market the property. A listing agreement will
be executed and the activities of the broker will be monitored for effectiveness.



NRI will provide liability and casualty insurance coverage and pay the carrying costs such as
taxes mortgage, utilities, repairs, and maintenance. NRI assumes responsibility for the
performance of the vendors selected.



Fee: $350 per month, or any fraction thereof after 150 days from date of initiation




			
	 	 	 
	Initials 	 	14





 











 










Memorandum




TO: Julie Castle




FROM: Lyle Knight




DATE: May 23, 2008




SUBJECT: Purchase of House




Julie,



First Interstate Bank (FIB) has entered into an agreement regarding your home in Massachusetts to
assist you in your relocation to Billings. As we have discussed, the maximum equity loss that FIB
will absorb is $350,000. FIB will pay all selling expenses as well as typical holding costs of the
house until it is sold. Those selling expenses and holding costs will not be counted toward the
$350,000 maximum loss. Any repairs to the home will be considered as part of the $350,000 maximum
equity loss.



Should the equity loss to FIB be less than $350,000, you will be granted a bonus of up to $90,000
to cover all of your current equity loss exposure, not to exceed the FIB maximum loss of $350,000.
Such bonus will be subject to tax withholding and treated as earnings to you.



Should the equity loss exceed $350,000, you have agreed to reimburse FIB.



If this memo reflects the essence of our agreement, please sign below reflecting your
consensus.



I Agree the Above Reflects Our Agreement




	 	 	 
	/s/ Julie Castle

 

Julie Castle

	 	 






See Attached Spreadsheets for Additional detail.





 









 








Castle




	 	 	 	 	 	 	 	 	 
	6/28/2004 Purchase Price
	 	$	1,940,000.00	 	 	 	 	 
	1st Mortgage
	 	$	(1,540,000.00	)	 	Bank of America	 	 
	Original Equity
	 	$	400,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	4/9/2008 Sales Price
	 	$	1,850,000.00	 	 	 	 	 
	1st Mortgage
	 	$	(1,540,000.00	)	 	 	 	 
	Paid to Castle
	 	$	310,000.00	 	 	 	 	 
	Castle Equity
	 	$	(90,000.00	)	 	 	 	 






Scenario 1 Ultimate Sales Price of 30 Autumn Lane is $1,650,000




FIB




	 	 	 	 	 	 	 	 	 
	Purchase Price
	 	$	1,850,000.00	 	 	 	 	 
	Sales Price
	 	$	(1,650,000.00	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	$	200,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	FIB Max Exposure
	 	$	350,000.00	 	 	 	 	 
	less current exposure
	 	$	(200,000.00	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	Available to make
Castle whole
	 	$	150,000.00	 	 	 	 	 
	To Castle
	 	$	90,000.00	 	 	Bonus of $90,000	 	Castle loss = $0
	Net Cost to FIB
	 	$	290,000.00	 	 	 	 	 






Scenario 2 Ultimate Sales Price of 30 Autumn Lane is $1,600,000




FIB




	 	 	 	 	 	 	 	 	 
	Purchase Price
	 	$	1,850,000.00	 	 	 	 	 
	Sales Price
	 	$	(1,600,000.00	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	$	250,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	FIB Max Exposure
	 	$	350,000.00	 	 	 	 	 
	less current exposure
	 	$	(250,000.00	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	Available to make
Castle whole
	 	$	100,000.00	 	 	 	 	 
	To Castle
	 	$	90,000.00	 	 	Bonus of $90,000	 	Castle loss = $0
	Net Cost to FIB
	 	$	340,000.00	 	 	 	 	 






 









 





Scenario 3 Ultimate Sales Price of 30 Autumn Lane is $1,550,000




FIB




	 	 	 	 	 	 	 	 	 
	Purchase Price
	 	$	1,850,000.00	 	 	 	 	 
	Sales Price
	 	$	(1,550,000.00	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	$	300,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	FIB Max Exposure
	 	$	350,000.00	 	 	 	 	 
	less current exposure
	 	$	(300,000.00	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	Available to make
Castle whole
	 	$	50,000.00	 	 	 	 	 
	To Castle
	 	$	50,000.00	 	 	Bonus of $50,000	 	Castle loss = $40,000
	Net Cost to FIB
	 	$	350,000.00	 	 	 	 	 






Scenario 4 Ultimate Sales Price of 30 Autumn Lane is $1,500,000




FIB




	 	 	 	 	 	 	 	 	 
	Purchase Price
	 	$	1,850,000.00	 	 	 	 	 
	Sales Price
	 	$	(1,500,000.00	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	$	350,000.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	FIB Max Exposure
	 	$	350,000.00	 	 	 	 	 
	less current exposure
	 	$	(350,000.00	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	Available to make Castle
whole
	 	$	—	 	 	 	 	 
	To Castle
	 	$	—	 	 	 	 	 
	 
	 	 	 	 	 	Bonus of $0	 	Castle loss =  $90,000
	Net Cost to FIB
	 	$	350,000.00	 	 	 	 	 






Scenario 5 Ultimate Sales Price of 30 Autumn Lane is $1,450,000




FIB




	 	 	 	 	 	 	 	 	 
	Purchase Price
	 	$	1,850,000.00	 	 	 	 	 
	Sales Price
	 	$	(1,450,000.00	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	$	400,000.00	 	 	 	 	 
	FIB Max Exposure
	 	$	350,000.00	 	 	 	 	 
	less current exposure
	 	$	(400,000.00	)	 	 	 	 
	 
	 	 	 	 	 	 	 
	FIB Overexposure
	 	$	(50,000.00	)	 	 	 	 
	From Castle to FIB
	 	$	(50,000.00	)	 	 	 	Castle loss = $140,000
	Net Cost to FIB
	 	$	350,000.00