National
              City.	
              Treasury
                Management 

            
	 	
              GLOBAL
                WIRE TRANSFER PRODCUT
                GUIDE 

            


    

     

     

     

    
      	 	
              Global
                Wire Transfer

               

              With
                National City’s Global Wire Transfer 
Service, domestic and
                international funds 
transfers are moved quickly and
                securely. 

            


    

     

    
 

    
      	 	CONTENTS 
	 	 	 
	 	· 	Product Description 
	 	· 	Product Supplement 
	 	· 	Operating & Processing
              Guidelines 


    

    
      

         

         

      

      
        	
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          	National
                  City.	
                  Treasury
                    Management 

                
	 	
                  GLOBAL
                    WIRE TRANSFER PRODCUT
                    GUIDE 

                


        

      

    

    


     

    SECTION
      1. Product Description

     

    National
      City’s global wire transfer service provides you with a fast and secure method
      of moving funds between National City and virtually any other bank in the world.
      National City utilizes Intranet’s MTS software to provide a highly automated and
      secure interface with the Federal Reserve’s wire transfer system for U.S. dollar
      domestic funds transfers, and utilizes the Society for Worldwide Interbank
      Financial Telecommunications (SWIFT) network and our extensive correspondent
      bank network for international U.S. dollar and foreign-denominated funds
      transfers.

     

    The
      Federal Reserve’s wire transfer system (Fedwire) is a real-time method of
      transferring immediate credit funds and supporting information between two
      financial institutions using their respective Federal Reserve
      accounts.

     

    Fedwire
      is both a communication and settlement system. Funds are moved almost
      instantaneously once the originating bank has received the wire instructions.
      The transaction is final once it has been sent by the originating bank and
      receipt is confirmed by the Fed. This payment finality feature is one of the
      major reasons companies use Fedwire for large dollar payment
      obligations.

     

    SWIFT
      is
      a cooperative society of depository institutions worldwide whose purpose is
      to
      provide a reliable and secure messaging and payment order network. SWIFT carries
      payment instructions between depository institutions, but is not a true funds
      transfer system like Fedwire. Messages are transferred requesting debits and
      credits to correspondent bank accounts. Each SWIFT member settles its own funds
      through Fedwire, correspondent accounts, or other means.

     

    There
      are
      three types of outgoing wire entries:

     

    
      	 	
              ·

            	
               Semi-repetitive:
                National
                City initiates a recurring outgoing wire transfer by use of a repeat
                code
                (alpha/numeric identifier) and the dollar amount of the wire. This
                repeat
                code, or “bank-maintained template”, is associated with pre-established
                transfer instructions set up in National City’s database. Optional
                additional variable data can be associated with the dollar transfer,
                such
                as an invoice or contract number. Semi-repetitive wires are used
                for
                recurring payments when additional payment data must accompany the
                dollar
                transfer.

            


    

     

     

     

    
      	
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        	National
                City.	
                Treasury
                  Management 

              
	 	
                GLOBAL
                  WIRE TRANSFER PRODCUT
                  GUIDE 

              


      

    

     

     

     

    
      	 	
              ·

            	
              Non-repetitive:
                These
                are also called “free-form” wires since you must provide all transfer
                instructions to effect the wire, such as debit account, beneficiary
                bank,
                beneficiary account and account title, SWIFT (also referred to as
                BIC)
                code, if applicable, dollar value of transfer and other optional
                variable
                payment data. Non-repetitive wires are used for the occasional,
                non-recurring outgoing wire.

            


    

     

    
      	 	
              ·

            	
              Drawdown
                or Reverse Wire: An
                outgoing debit wire where funds are withdrawn from an account at
                another
                U.S. financial institution and credited to a National City
                account.

            


    

     

    Verbal
      Wire Initiation

     

    Authorized
      Client Representatives may initiate via telephone instruction, repetitive,
      non-repetitive, or drawdown transfers. A personal identification number (PIN)
      is
      assigned to each caller at the time of setup to ensure that transfer requests
      are initiated by an authorized individual. All phone conversations are recorded,
      and confirmation callbacks on selected transfers prior to release of the
      transfers are standard security procedures.

     

    Customer
      Electronic Initiated Wire Service. (Initiated
      via EXACT for Windows or exact423b). (See the EXACT for Windows and exact4web
      Product Guides for details). You may utilize EXACT for Windows wire initiation
      service, which allows for direct contact with the back office wire transfer
      system through a personal computer for U.S. dollar domestic or international
      funds transfers. It includes the ability to establish Customer Maintained
      semi-repetitives, in addition to the three types of outgoing wires noted above.
      Transfers can be initiated, reviewed, approved and released for current day
      value, for up to 30 days in the future.

     

    A
      Payments File Imports service is also available, which allows you to import
      wire
      instructions from a file generated by another system.

     

    To
      ensure
      maximum control of your corporate cash flow, this system provides an inquiry
      capability, which allows access to both wire activity detail and current wire
      account balances. Information regarding the number of outstanding wires awaiting
      secondary authorization and approved future-dated wires are also
      available.

     

     

     

    
      	
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        	National
                City.	
                Treasury
                  Management 

              
	 	
                GLOBAL
                  WIRE TRANSFER PRODCUT
                  GUIDE 

              


      

    

     

     

    When
      you
      use EXACT for Windows, you are assigned a unique identification code and your
      Client Representatives select passwords, which are required to initiate transfer
      requests as part of National City’s standard security procedures.

     

    Using
      exact4web Wire Transfer, you can initiate U.S. Dollar domestic and international
      wire transfers via the Web. You can initiate semi-repetitive, non-repetitive
      and
      customer-maintained repetitive wire transfers through exact4web.

     

    Once
      you
      release them, initiated wires are processed directly by the back office system,
      and a reference number is provided back to you.

     

    Batchwire
      Interface Service

     

    If
      you
      have a high volume of wire transfers (+/- 1000 wires a month) you may wish
      to
      utilize National City’s Batchwire Interface service (BWI) which enables a file,
      in a specified format for initiation of all wire types, to be transmitted for
      processing in the Intranet system.

     

    Standing
      Transfer Order (STO)

     

    The
      STO
      option of National City’s global wire transfer system provides the ability to
      create repetitive transactions that are generated automatically at about 9:00
      AM
      ET according to a pre-set schedule and formula based on your instructions.
      There
      are various options for scheduling the transfers and for determining or
      calculating the dollar amount of the transfer.

     

    One
      of
      three scheduling methods may be used: day of the week, day of the month, or
      the
      first and/or last Business Day of the month. The STO can be a fixed amount,
      or a
      variable amount based on the current available account balance at the time
      of
      the transfer. A peg balance can be maintained for any account and increments
      of
      the variable amount can be specified. If a specified day of the month for the
      STO falls on a holiday or weekend, the transfer will occur on the first
      available Business Day following that date.

     

    The
      STO
      service works well for clients who use National City as a regional lockbox
      or
      concentration bank, where the primary banking relationship is maintained
      elsewhere. The existence of STO service eliminates the need for daily
      communication of wire transfer instructions to National City.

     

     

     

    
      	
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        	National
                City.	
                Treasury
                  Management 

              
	 	
                GLOBAL
                  WIRE TRANSFER PRODCUT
                  GUIDE 

              


      

    

     

     

    Fax
      Notification Service

     

    Information
      on incoming wires can be faxed immediately after receipt and processing to
      one
      or multiple locations you specify.

     

    SECTION
      II. Produce Supplement

     

    Client
      Representatives; Security Administrator

     

    You
      must
      complete the Wire Transfer Designation of Client Representatives Setup &
Security Administration Form to designate the individuals authorized to request
      and confirm transfer requests (“Client Representatives”) and a Security
      Administrator, the accounts as to which each Client Representative may act,
      and
      other information as set forth in the Setup Form. It is your responsibility
      to
      update the Setup Form, as circumstances require.

     

    Security
      Procedures

     

    National
      City’s Commercially Reasonable Security Procedures for Verification of
      Authenticity of Wire Transfers (“Security Procedures”) are provided in Section
      III. By using National City’s wire transfer services, you accept that the
      Security Procedures are commercially reasonable. National City may modify the
      Security Procedures at such time or times and in such manner as National City,
      in its absolute discretion, deems appropriate to meet prevailing standards
      of
      good banking practice. By continuing to use National City’s wire transfer
      services after receipt of any modification of the Security Procedures, you
      acknowledge that the Security Procedures, as modified, are commercially
      reasonable.

     

    Execution

     

    National
      City will execute wire transfer instructions in any order convenient to National
      City and will select the means and routes for the transfer of funds as National
      City, in its sole discretion, considers appropriate.

     

    Rejection

     

    We
      reserve the right to reject or cancel a wire transfer for any reason including
      the inability to verify a wire transfer request as outlined in the Security
      Procedures. National City will make a reasonable effort to notify you of such
      rejection, but National City will not be liable for any failure to provide
      such
      notice.

     

     

     

    
      	
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        	National
                City.	
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                  Management 

              
	 	
                GLOBAL
                  WIRE TRANSFER PRODCUT
                  GUIDE 

              


      

    

     

     

    Processing
      Date

     

    National
      City will act upon all transfer requests on the Business Day received, when
      received prior to the Processing Deadlines set forth in Section III (as modified
      from time to time by National City). Any requests received after the Processing
      Deadlines will be processed no later than the following Business Day on which
      wire transfers are processed.

     

    Cancellation
      of Transfers

     

    You
      do
      not have the right to amend or cancel a transfer request after National City
      has
      received it. Transfer requests cannot be amended and instead must be cancelled,
      if possible, and reissued. National City will make a reasonable effort to act
      on
      the request of a Client Representative for cancellation of a transfer request
      prior to the time that National City executes it, but National City will not
      be
      liable if the cancellation is not effected. In the event a wire transfer is
      cancelled pursuant to a request or is not processed for any other reason,
      National City will promptly charge or credit the appropriate amount to he
      designated account with National City, when and to the extent funds are
      received, after deducting from the initial wire transfer amount any fees,
      charges, and expenses incurred by National City in connection with the
      cancellation. If the wire transfer is payable in a foreign currency, you assume
      the risk of any fluctuations in the applicable foreign exchange rate and the
      amount of the credit shall be the amount in U.S. dollars that can be purchased
      by the initial wire transfer amount under the then applicable foreign exchange
      rate.

     

    Beneficiary
      Information

     

    If
      a
      transfer request describes the intende3d beneficiary inconsistently by name
      and
      account number, then payment to the beneficiary’s bank might be made on the
      basis of the account number even if it identifies a person different from the
      named beneficiary (autopost). If you are the originator of a wire transfer
      request containing an inconsistent name and account number, and the
      beneficiary’s bank, including National City, without the knowledge of the
      inconsistency, makes payment on the basis of the account number, then you are
      obligated to pay the amount which is directed to the account number
      given.

     

    Risk

     

    Any
      transfer requested is to be issued or accomplished at your sole risk and is
      subject to all laws, rules, or decrees of any domestic or foreign government,
      bank, postal authority, or other agency, which are in force at the time the
      transfer is made.

     

     

     

    
      	
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        	National
                City.	
                Treasury
                  Management 

              
	 	
                GLOBAL
                  WIRE TRANSFER PRODCUT
                  GUIDE 

              


      

    

     

     

    Undefined
      Terms

     

    Unless
      the context requires otherwise, any terms not defined in this Product Supplement
      shall have the meanings set forth in Article 4A of the Uniform Commercial Code
      as adopted in the State of Ohio.

     

    Passwords/Codes

     

    You
      are
      fully responsible for any transactions resulting from any party’s use of initial
      passwords and from any party’s use of replacement passwords. Without limiting
      the foregoing, National City will not be liable for any losses, damages, or
      expenses (including attorney’s fees) resulting from the execution of transfer
      requests provided to National City from unauthorized persons accompanied by
      an
      initial password and/or replacement passwords.

     

    Hardware

     

    You
      will
      supply hardware at your place of business and at your expense maintain such
      hardware in good working order, and be responsible for the security and
      confidentiality of all matters related thereto, including but not limited to
      the
      use of all identification codes and passwords. The hardware shall conform to
      the
      standards in effect by National City.

     

    SECTON
      III. Operating & Processing Guidelines

     

    COMMERCIALLY
      REASONABLE SECURITY PROCEDURES FOR VERIFICATION OF

     

    AUTHENTICITY
      OF WIRE TRANSFERS

     

    All
      wire
      transfers
      must be
      initiated in accordance with National City’s operational procedures, as those
      procedures may be established and changed from time to time.

     

    Data
      Encryption
      is a
      standard feature of EXACT for Windows for wire transfer requests.

     

     

     

    
      	
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        	National
                City.	
                Treasury
                  Management 

              
	 	
                GLOBAL
                  WIRE TRANSFER PRODCUT
                  GUIDE 

              


      

    

     

     

    Verbal
      (telephone)

     

    
      	 	
              ·

            	
              All
                verbal requests must be initiated using a personal identification
                number
                (PIN) which has been issued by National City in good faith for each
                Client
                Representative designated from time to time. Any such wire transfer
                request initiated with an incorrect or invalid PIN will not be
                accepted.

            


    

     

    
      	 	
              ·

            	
              Selected
                wire transfer requests will be verified by callback to a designated
                Client
                Representative. National City will verify the following information
                when
                it calls a Client Representative:

            


    

     

    
      	
            	-	
              Name
                of the person requesting the
                transfer

            


    

     

    
      	
            	-	
              Amount
                of the transfer

            


    

     

    
      	
            	-	
              Account
                to be debited

            


    

     

    
      	
            	-	
              Account
                to be credited

            


    

     

    
      	
            	-	
              Receiving
                financial institution

            


    

     

    
      	 	
              ·

            	
              The
                Security Administrator will receive separate sealed, confidential
                envelopes, which will contain each Client Representative’s verbal PIN. The
                envelopes will be sent to the attention of the Security Administrator
                by
                such method as National City deems
                appropriate.

            


    

     

    EXACT
      for Windows

     

    
      	 	
              ·

            	
              Client’s
                Security Administrator will assign unique operator identification
                codes
                and initial passwords for each Client Representative. Each Client
                Representative will use this initial password to gain access to the
                EXACT
                for Windows software, and each Client Representative will then input
                a
                replacement password. This replacement password, and all replacement
                passwords subsequently generated by each Client Representative, will
                then
                be known only by such Client Representative and, thereafter, used
                only by
                such Client Representative to gain access to the EXACT for Windows
                software.

            


    

     

    
      	 	
              ·

            	
              The
                initiation of all wire transfer requests can be completed only by
                using a
                unique company identification code, known as the Challenge ID and
                password. National City will assign the Challenge ID and initial
                password.
                The first time a Client representative attempts to complete a wire
                transfer request, the Client Representative will use the initial
                password
                and be prompted for a replacement password. This replacement password,
                and
                all replacement passwords subsequently generated, will then be used
                by all
                Client Representatives to complete the initiation of wire transfer
                requests. Any wire transfer request initiated with an in correct
                or
                invalid password will not be accepted. Any individual designated
                on the
                Authorized Client Secure Administration Representative Setup Form
                will
                receive a separate sealed, confidential envelope, which will contain
                Client’s Challenge ID and initial password. The envelope will be sent to
                the attention of that individual’s attention by such method as National
                City deems appropriate.

            


    

     

     

     

    
      	
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        8

        
          

        

      

      
         

      

       

      
        	National
                City.	
                Treasury
                  Management 

              
	 	
                GLOBAL
                  WIRE TRANSFER PRODCUT
                  GUIDE 

              


      

    

     

     

    
      	 	
              ·

            	
              Selected
                transfer requests will be verified by a callback to a Client
                Representative. National City will verity the following information
                when
                it calls the Client Representative:

            


    

     

    
      	 	
              -

            	
              Amount
                of the transfer

            


    

     

    
      	 	
              -

            	
              Account
                to be debited

            


    

     

    
      	 	
              -

            	
              Account
                to be credited

            


    

     

    
      	 	
              -

            	
              Receiving
                financial institution

            


    

     

    Exact4web
      Wire Transfer

     

    
      	 	
              ·

            	
              Client’s
                Security Masters will assign a unique operator identification code
                (Sub
                ID) for each exact4web Wire Transfer user (User). Each User will
                use this
                Sub ID to gain initial access to exact4web Wire Transfer, and each
                User
                will then generate a password to be used in conjunction with the
                Sub ID.
                The Sub ID, the initial password, and all replacement passwords
                subsequently generated by each User, will then be known only by such
                User
                and, thereafter, used only by such User to gain access to the exact4web
                Wire Transfer system.

            


    

     

    
      	 	
              ·

            	
              The
                release of wire transfers for processing by National City can be
                completed
                only by using a token and a PIN. Each User must log in to exact4web
                Wire
                Transfer and generate a PIN to be used in conjunction with the token.
                Any
                attempt to release a wire transfer without a PIN or with an incorrect
                or
                invalid PIN in conjunction with the token will not be
                accepted.

            


    

     

    International
      Wires

     

    International
      U.S. dollar and foreign-denominated outgoing wires must include the SWIFT (also
      referred to as BIC) code, or, if it is not available, the beneficiary bank’s
      name, city and country must be provided. Settlement for international wires
      will
      occur one business day prior to the effective date of the wire or the day the
      SWIFT instructions are sent, whichever occurs first.

     

     

     

    
      	
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        	National
                City.	
                Treasury
                  Management 

              
	 	
                GLOBAL
                  WIRE TRANSFER PRODCUT
                  GUIDE 

              


      

    


    


    GLOBAL
      WIRE TRANSFER

    PROCESSING
      DEADLINES

    ALL
      TIMES ARE EASTERN

     

    Transfer
      requests must be transmitted to National City in compliance with the format
      requirements and deadlines established by National City as they may be modified
      from time to time.

     

    Domestic

     

    
      	
              · 

            	Verbal Outgoing Wires 	 	4:30 PM ET on each Business
              Day 
	
              · 

            	EXACT for Windows Outgoing 	 	5:00 PM ET on each Business
              Day 
	
              · 

            	Exact4web Wire Transfer 	 	5:00 PM ET on each Business
              Day 
	
              · 

            	Incoming Wires 	 	6:30 PM ET on each Business
              Day 
	
              · 

            	EXACT for Windows Inquiry 	 	7:30 AM ET - 12:00 Midnight
              ET on each Business Day 
	
              · 

            	Exact4web Wire Transfer
              Inquiry 	 	6:00 AM ET - 9:00 PM ET on each Business
              Day 


    

     

    International

     

    
      	
              · 

            	
              Verbal
                Outgoing Wires 

            	 	 
	
              - 

            	U.S. Dollar 	 	4:30 PM ET on each Business
              Day 
	
              - 

            	Canadian (Today’s Value) 	 	11:30 AM ET on each Business
              Day 
	
              -

            	Foreign-denominated	 	4:30 PM ET on each Business Day for
              all (Next
              Day Value) currencies except Thai Bhat which is for 2-day
              value 
	
              
                · 

              

            	EXACT for Windows Outgoing 	 	5:00 PM ET on each Business Day for
              U.S.
              Dollar 
	 	 	 	(foreign-denominated not
              available) 
	
              · 

            	Exact4web Wire Transfer 	 	5:00 PM ET on each Business Day for
              U.S.
              Dollar 
	 	 	 	(foreign-denominated not
              available) 
	
              · 

            	
              Incoming
                Wires-Same Day Value 

            	 	 
	 	U.S. Dollar  	 	6:30 PM ET on each Business
              Day 
	 	Foreign-denominated 	 	2:30 PM ET on each Business
              Day 
	
              · 

            	EXACT for Windows Inquiry 	 	7:30 AM ET-12:00 Midnight on each Business
              Day 
	
              · 

            	Exact4web Wire Transfer
              Inquiry 	 	6:00 AM ET-9:00 PM ET on each Business
              Day 


    

     

     

     

    
      	
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