EX-10.2



 






Exhibit 10.2




AGREEMENT




between




Fiserv Solutions, Inc.

255 Fiserv Drive

Brookfield, WI 53045-5815




and




United Bankshares, Inc.

500 Virginia Street

Charleston, WV 25392




Date: January 1, 2005




Proprietary and Confidential









 









 












AGREEMENT dated as of January 1, 2005 (“Agreement”) between Fiserv Solutions, Inc., a Wisconsin
corporation (“Fiserv”), and United Bankshares, Inc., (“Client”).



 




Fiserv and Client hereby agree as follows:





	1.	 	Term. The initial term of this Agreement shall end 7 years following the date
written above (“Effective Date”). Unless written notice of non-renewal is provided by either
party at least 365 days prior to expiration of the initial term or any renewal term, this
Agreement shall automatically renew for an additional term of one year.






	2.	 	Services.






	 	(a)	 	Services Generally. Fiserv, itself and through its affiliates, agrees to
provide Client, and Client agrees to obtain from Fiserv services (“Services”) and products
(“Products”) (collectively, “Fiserv Services”) described in the attached Exhibits:
	 
	 	 	 	Exhibit A – Account Processing Services
	 
	 	 	 	Exhibit B – Materials Purchased Through Fiserv
	 
	 	 	 	Exhibit C – Software Products
	 
	 	 	 	Exhibit D – E-Commerce Services
	 
	 	 	 	Exhibit E – Development Services
	 
	 	 	 	Exhibit F – Item Processing Services
	 
	 	 	 	The Exhibits set forth specific terms and conditions applicable to the Services and/or
Products, and, where applicable, the Fiserv affiliate so performing. Client may select
additional services and products from time to time by incorporating an appropriate Exhibit
to this Agreement.
	 
	 	(b)	 	Implementation Services. Fiserv will provide services (i) to convert
Client’s existing applicable data and/or information to the Fiserv Services; and/or (ii) to
implement the Fiserv Services. These activities are referred to as “Implementation
Services”. Client agrees to cooperate with Fiserv in connection with Fiserv’s provision of
Implementation Services and to provide all necessary information and assistance to
facilitate the conversion and/or implementation. Client is responsible for all
out-of-pocket expenses associated with Implementation Services. Fiserv will provide
Implementation Services as required in connection with Fiserv Services.
	 
	 	(c)	 	Training Services. Fiserv shall provide training, training aids, user
manuals, and other documentation for Client’s use as Fiserv finds necessary to enable
Client personnel to become familiar with Fiserv Services. If requested by Client,
classroom training in the use and operation of Fiserv Services will be provided at a
training facility designated by Fiserv. All such training aids and manuals remain Fiserv’s
property.






	3.	 	Fees for Fiserv Services.






	 	(a)	 	General. Client agrees to pay Fiserv:






	 	(i)	 	all fixed fees for the current month applicable to each Service and/or Product;
	 
	 	(ii)	 	all other fees calculable up to the date of invoice
	 
	 	(iii)	 	out of pocket charges for the month payable by Fiserv for the account of Client; and
	 
	 	(iv)	 	taxes (as defined below) thereon (collectively, “Fees”).






Fiserv shall timely reconcile Fees paid by Client for the Fiserv Services for the month and
the fees and charges actually due Fiserv based on Client’s actual use of Fiserv Services for
such month. Fiserv shall either issue a credit to Client or provide Client with an invoice
for any additional fees or other charges owed. Fiserv may change the amount of Fees billed
to reflect appropriate changes in actual use of Fiserv Services. Fees may be increased from
time to time as set forth in the Exhibits. Fiserv agrees to hold the rates for SourceOne
variable services currently being used for the term of the agreement and for those not used
for a period of three years from the Effective Date of the Agreement; except, however, for
any service provided by a third party. Such service rates may be increased upon any
increase by the third party. Upon notification to and acceptance by Client, Fiserv may
increase its fees in excess of amounts listed in the Exhibits in the event that Fiserv
implements Major System Enhancements (“Major System Enhancement” defined as any required
change that would increase the Fixed Monthly Fee by 20 percent for all Fiserv clients) to
comply with changes in law, government regulation, or industry practices.



Page 2 of 11









 











	 	(b)	 	Additional Charges. Fees for out-of-pocket expenses, such as telephone,
microfiche, courier, and other charges incurred by Fiserv for goods or services obtained by
Fiserv on Client’s behalf shall be billed to Client at cost plus the applicable Fiserv
administrative fee as set forth in the Exhibits. Such out-of-pocket expenses may be
changed from time to time upon notification of a fee change from a vendor/provider. The
Fees do not include, and Client shall be responsible for, furnishing transportation or
transmission of information between Fiserv’s service center(s), Client’s site(s), and any
applicable clearinghouse, regulatory agency, or Federal Reserve Bank.
	 
	 	(c)	 	Taxes. Fiserv shall add to each invoice any sales, use, excise, value
added, and other taxes and duties however designated that are levied by any taxing
authority relating to the Fiserv Services (“Taxes”). In no event shall “Taxes” include
taxes based upon Fiserv’s net income.
	 
	 	(d)	 	Payment Terms. Fees for Fiserv Services are due and payable monthly via
ACH draft. The invoice shall be mailed by the 10th day of each month to be
received by Client no later than the 15th day of each month and will contain:






	 	(i)	 	all fixed fees for the current month applicable to each Service and/or Product;
	 
	 	(ii)	 	all other fees calculable up to the date of invoice; and
	 
	 	(iii)	 	sales or other taxes thereon.






Detail supporting charges appearing on the invoice will be provided within 15 days at
client’s request. On the last business day prior to the end of each month, Fiserv shall
initiate a draft from a demand deposit account designated by Client in the total amount due
on all Fiserv invoices to Client produced that month. Client shall have 60 days from the
date of invoice to notify Fiserv of a disputed amount, and Fiserv shall have 30 days from
receipt of such notification to provide a response. *




	4.	 	Access to Fiserv Services.






	 	(a)	 	Procedures. Client agrees to comply with applicable regulatory
requirements and operating and access procedures for use of Services established by Fiserv.
	 
	 	(b)	 	Changes. Fiserv continually reviews and modifies Fiserv systems used in
the delivery of Services (the “Fiserv System”) to improve service and comply with
government regulations, if any, applicable to the data and information utilized in
providing Services. Fiserv reserves the right to make changes in Services, including but
not limited to operating procedures, type of equipment or software resident at, and the
location of Fiserv’s service center(s). Fiserv will notify Client of any material change
that affects Client’s normal operating procedures, reporting, or service costs prior to
implementation of such change. *
	 
	 	(c)	 	Communications Lines. Fiserv shall order the installation of appropriate
communication lines and equipment to facilitate Client’s access to Services. Client
understands and agrees to pay charges relating to the installation and use of such lines
and equipment as set forth in the Exhibits.
	 
	 	(d)	 	Terminals and Related Equipment. Client shall obtain necessary and
sufficient terminals and other equipment, approved by Fiserv and compatible with the Fiserv
System, to transmit and receive data and information between Client’s location(s), Fiserv’s
service center(s), and/or other necessary location(s). Fiserv and Client may mutually
agree to change the type(s) of terminal and equipment used by Client.





5. Client Obligations.




	 	(a)	 	Input. Client shall be solely responsible for the input, transmission, or
delivery to and from Fiserv of all information and data required by Fiserv to perform
Services unless Client has retained Fiserv to handle such responsibilities, as specifically
set forth in the Exhibits. The information and data shall be provided in a format and
manner approved by Fiserv. Client will provide at its own expense or procure from Fiserv
all equipment, computer software, communication lines, and interface devices required to
access the Fiserv System. If Client has elected to provide such items itself, Fiserv shall
provide Client with a list of compatible certified equipment and software; Client agrees to
pay Fiserv’s standard fee for recertification of the Fiserv System resulting from the
purchase of equipment or software not previously certified by Fiserv.
	 
	 	(b)	 	Client Personnel. Client shall designate appropriate Client personnel for
training in the use of the Fiserv System, shall supply Fiserv with reasonable access to
Client’s site during normal business hours for Implementation Services and shall cooperate
with Fiserv personnel in their performance of Services.







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.




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	 	(c)	 	Use of Fiserv System. Client shall (i) comply with any operating
instructions on the use of the Fiserv System provided by Fiserv; (ii) review all reports
furnished by Fiserv for accuracy; and (iii) work with Fiserv to reconcile
any out of balance conditions or discrepancies. Client shall determine and be responsible
for the authenticity and accuracy of all information and data submitted to Fiserv.
	 
	 	(d)	 	Client’s Systems. Client shall be responsible for ensuring that its
systems are Year 2000 compliant and otherwise capable of passing and/or accepting data from
and/or to the Fiserv System.






	6.	 	Ownership and Confidentiality.






	 	(a)	 	Definition.






	 	(i)	 	Client Information. “Client Information” means: (A) confidential
plans, customer lists, information, and other proprietary material of Client that is
marked with a restrictive legend, or if not so marked with such legend or is disclosed
orally, is identified as confidential at the time of disclosure (and written
confirmation thereof is promptly provided to Fiserv); and (B) any information and data
concerning the business and financial records of Client’s customers prepared by or for
Fiserv, or used in any way by Fiserv in connection with the provision of Fiserv
Services (whether or not any such information is marked with a restrictive legend).
	 
	 	(ii)	 	Fiserv Information. “Fiserv Information” means: (A) confidential
plans, information, research, development, trade secrets, business affairs (including
that of any Fiserv client, supplier, or affiliate), and other proprietary material of
Fiserv that is marked with a restrictive legend, or if not so marked with such legend
or is disclosed orally, is identified as confidential at the time of disclosure (and
written confirmation thereof is promptly provided to Client); and (B) Fiserv’s
proprietary computer programs, including custom software modifications, software
documentation and training aids, and all data, code, techniques, algorithms, methods,
logic, architecture, and designs embodied or incorporated therein (whether or not any
such information is marked with a restrictive legend).
	 
	 	(iii)	 	Information. “Information” means Client Information and Fiserv
Information. No obligation of confidentiality applies to any Information that the
receiving party (“Recipient”) (A) already possesses without obligation of
confidentiality; (B) develops independently; or (C) rightfully receives without
obligation of confidentiality from a third party. No obligation of confidentiality
applies to any Information that is, or becomes, publicly available without breach of
this Agreement.






	 	(b)	 	Obligations. Recipient agrees to hold as confidential all Information it
receives from the disclosing party (“Discloser”). All Information shall remain the
property of Discloser or its suppliers and licensors. Information will be returned to
Discloser at the termination or expiration of this Agreement. Fiserv specifically agrees
that it will not use any non-public personal information about Client’s customers in any
manner prohibited by Title V of the Gramm-Leach-Bliley Act. Recipient will use the same
care and discretion to avoid disclosure of Information as it uses with its own similar
information that it does not wish disclosed, but in no event less than a reasonable
standard of care. Recipient may only use Information in accordance with the purpose of
this Agreement. Recipient may disclose Information to (i) employees and employees of
affiliates who have a need to know; and (ii) any other party with Discloser’s written
consent. Before disclosure to any of the above parties, Recipient will have a written
agreement with such party sufficient to require that party to treat Information in
accordance with this Agreement. Recipient may disclose Information to the extent required
by law. However, Recipient agrees to give Discloser prompt notice so that it may seek a
protective order. Not withstanding anything to the contrary in this Section 6 (b), Client
may share output files, formats, and layouts for which development fees were paid to Fiserv
through the development process defined in Exhibit E with third parties without the prior
written consent of Fiserv. The provisions of this sub-section survive any termination or
expiration of this Agreement.
	 
	 	(c)	 	Residuals. Nothing contained in this Agreement shall restrict Recipient
from the use of any ideas, concepts, know-how, or techniques contained in Information that
are related to Recipient’s business activities (“Residuals”), provided that in so doing,
Recipient does not breach its obligations under this Section. However, this does not give
Recipient the right to disclose the Residuals except as set forth elsewhere in this
Agreement.
	 
	 	(d)	 	Fiserv System. The Fiserv System contains information and computer
software that are proprietary and confidential information of Fiserv, its suppliers, and
licensors. Client agrees not to attempt to circumvent the devices employed by Fiserv to
prevent unauthorized access thereto, including, but not limited to, alterations,
decompiling, disassembling, modifications, and reverse engineering thereof.
	 
	 	(e)	 	Information Security. Fiserv shall implement and maintain appropriate
measures designed to meet the objectives of the guidelines establishing standards for
safeguarding nonpublic personal information about Client’s customers as adopted by any
federal financial regulatory agency having authority over Client’s and consumer affairs.
These measures will include taking appropriate actions to address incidents of unauthorized
access to Client’s sensitive customer and consumer information, including notification to
Client as soon as possible of any such incident.




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	 	(f)	 	Confidentiality of this Agreement. Fiserv and Client agree to keep
confidential the prices, terms and conditions of this Agreement, without disclosure to
third parties.






	7.	 	Regulatory Agencies, Regulations and Legal Requirements.






	 	(a)	 	Client Files. Records maintained and produced for Client (“Client Files”)
may be subject to examination by such Federal, State, or other governmental regulatory
agencies as may have jurisdiction over Client’s business to the same extent as such records
would be subject if maintained by Client on its own premises. Client agrees that Fiserv is
authorized to give all reports, summaries, or information contained in or derived from the
data or information in Fiserv’s possession relating to Client when formally requested to do
so by an authorized regulatory or government agency. Fiserv will notify Client in such
instance unless prohibited by court order or other governing body.
	 
	 	(b)	 	Compliance with Regulatory Requirements. Client agrees to comply with
applicable regulatory and legal requirements, including without limitation:






	 	(i)	 	     submitting a copy of this Agreement to the appropriate regulatory agencies
prior to the date Services commence or anytime as required by the appropriate
regulatory agency;
	 
	 	(ii)	 	     providing adequate notice to the appropriate regulatory agencies of the
termination of this Agreement or any material changes in Services;
	 
	 	(iii)	 	     retaining records of its accounts as required by regulatory authorities;
	 
	 	(iv)	 	     obtaining and maintaining, at its own expense, any Fidelity Bond required by
any regulatory or governmental agency; and
	 
	 	(v)	 	     maintaining, at its own expense, such casualty and business interruption
insurance coverage for loss of records from fire, disaster, or other causes, and taking
such precautions regarding the same, as may be required by regulatory authorities.






	8.	 	Warranties.






	 	(a)	 	Fiserv Warranties. Fiserv represents and warrants that:






	 	(i)	 	     (A) Services will conform to the specifications set forth in the Exhibits and
documentation; (B) Fiserv will perform Client’s work accurately provided that Client
supplies accurate data and information, and follows the procedures described in all
Fiserv documentation, notices, and advices; (C) Fiserv personnel will exercise due care
in provision of Services; (D) the Fiserv System will comply in all material respects
with all applicable Federal regulations governing Services; and (E) the Fiserv System
is Year 2000 compliant. In the event of an error or other default caused by Fiserv
personnel, systems, or equipment, Fiserv shall correct the data or information and/or
reprocess the affected item or report at no additional cost to Client. Client agrees
to supply Fiserv with a written request for correction of the error within 10 days
after Client’s receipt of the work containing the error. Work reprocessed due to
errors in data supplied by Client, on Client’s behalf by a third party, or by Client’s
failure to follow procedures set forth by Fiserv shall be billed to Client at Fiserv’s
then current time and material rates; and
	 
	 	(ii)	 	     It owns or has a license to furnish all equipment or software comprising the
Fiserv System. Fiserv shall indemnify Client and hold it harmless against any claim or
action that alleges that the Fiserv System use infringes a United States patent,
copyright, or other proprietary right of a third party. Client agrees to notify Fiserv
promptly of any such claim and grants Fiserv the sole right to control the defense and
disposition of all such claims. Client shall provide Fiserv with reasonable
cooperation and assistance in the defense of any such claim.






THE WARRANTIES STATED HEREIN ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY
FISERV. FISERV DOES NOT MAKE, AND CLIENT HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES,
INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE STATED
EXPRESS WARRANTIES ARE IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF FISERV FOR DAMAGES
ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF FISERV SERVICES.




	 	(b)	 	Client Warranties. Client represents and warrants that: (i) no contractual
obligations exist that would prevent Client from entering into this Agreement; (ii) it has
complied with all applicable regulatory requirements; and (iii) it has requisite authority
to execute, deliver, and perform this Agreement. Client shall indemnify and hold harmless
Fiserv, its officers, directors, employees, and affiliates against any claims or actions
arising out of (iv) the use by Client of the Fiserv System in a manner other than that
provided in this Agreement; and (v) any and all claims by third parties through Client
arising out of the performance and non-performance of Fiserv Services by Fiserv,
provided that the indemnity listed in clause (v) hereof shall not preclude Client’s
recovery of direct damages pursuant to the terms and subject to the limitations of this
Agreement.




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	9.	 	Limitation of Liability.






	 	(a)	 	General. IN NO EVENT SHALL FISERV BE LIABLE FOR LOSS OF GOODWILL, OR FOR
SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM CLIENT’S USE OF FISERV
SERVICES, OR FISERV’S SUPPLY OF EQUIPMENT OR SOFTWARE, REGARDLESS OF WHETHER SUCH CLAIM
ARISES IN TORT OR IN CONTRACT. CLIENT MAY NOT ASSERT ANY CLAIM AGAINST FISERV MORE THAN 2
YEARS AFTER SUCH CLAIM ACCRUED. FISERV’S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF
ACTION RELATING TO THIS AGREEMENT SHALL BE LIMITED TO * PRECEDING THE DATE THE CLAIM
ACCRUED. *
	 
	 	(b)	 	Lost Records. If Client’s records or other data submitted for processing
are lost or damaged as a result of any failure by Fiserv, its employees, or agents to
exercise reasonable care to prevent such loss or damage, Fiserv’s liability on account of
such loss or damages shall not exceed the reasonable cost of reproducing such records or
data from exact duplicates thereof in Client’s possession.






	10.	 	Disaster Recovery.






	 	(a)	 	General. Fiserv maintains a disaster recovery plan (“Disaster Recovery
Plan”) for each Service provided by Fiserv as outlined in the Disaster Recovery Plan. A
“Disaster” shall mean any unplanned interruption of the operations of or inaccessibility to
Fiserv’s service center in which Fiserv, using reasonable judgment, requires relocation of
processing to a recovery location. Fiserv shall notify Client as soon as possible after
Fiserv deems a service outage to be a Disaster. Fiserv shall move the processing of
Client’s standard services to a recovery location as expeditiously as possible and shall
coordinate the cut-over to back-up telecommunication facilities with the appropriate
carriers. Client shall maintain adequate records of all transactions during the period of
service interruption and shall have personnel available to assist Fiserv in implementing
the switchover to the recovery location. During a Disaster, optional or on-request
services shall be provided by Fiserv only to the extent adequate capacity exists at the
recovery location and only after stabilizing the provision of base services. *
	 
	 	(b)	 	Communications. Fiserv shall work with Client to establish a plan for
alternative communications in the event of a Disaster.
	 
	 	(c)	 	Disaster Recovery Test. Fiserv shall test the Disaster Recovery Plan
annually. Client agrees to participate in and assist Fiserv with such test, if requested
by Fiserv. Upon Client’s request, test results will be made available to Client’s
management, regulators, auditors, and insurance underwriters.
	 
	 	(d)	 	Client Plans. Fiserv agrees to release information necessary to allow
Client’s development of a disaster recovery plan that operates in concert with the Disaster
Recovery Plan. Fiserv agrees to cooperate with Client in the development and testing of
Client’s disaster recovery plan, at Client’s expense.
	 
	 	(e)	 	No Warranty. Client understands and agrees that the Disaster Recovery Plan
is designed to minimize, but not eliminate, risks associated with a Disaster affecting
Fiserv’s service center(s). Fiserv does not warrant that Fiserv Services will be
uninterrupted or error free in the event of a Disaster; no performance standards shall be
applicable for the duration of a Disaster. Client maintains responsibility for adopting a
disaster recovery plan relating to disasters affecting Client’s facilities and for securing
business interruption insurance or other insurance necessary for Client’s protection.






	11.	 	Termination.






	 	(a)	 	Material Breach. Except as provided elsewhere in this Section 11, either
party may terminate this Agreement in the event of a material breach by the other party not
cured within 90 days following written notice stating, with particularity and in reasonable
detail, the nature of the claimed breach.
	 
	 	(b)	 	Failure to Pay. In the event any invoice remains unpaid by Client 30 days
after due, or Client deconverts any Core Services data from the Fiserv System without prior
written consent of Fiserv, Fiserv, at its sole option, may terminate this Agreement and/or
Client’s access to and use of Fiserv Services. However, Fiserv may not exercise its right
to terminate the Agreement and/or Client’s access to and use of the Fiserv Services unless
and until Fiserv has sent written notice to Client’s President that the invoice remains
unpaid and the invoice is not paid in full within ten (10) days of receipt of such notice.
Any invoice submitted by Fiserv shall be deemed correct unless Client provides written
notice to Fiserv within 45 days of the invoice date specifying the nature of the
disagreement.







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.




Page 6 of 11









 
















	 	(c)	 	Remedies. Remedies contained in this Section 11 are cumulative and are in
addition to the other rights and remedies available to Fiserv under this Agreement, by law
or otherwise.
	 
	 	(d)	 	Defaults. If Client:






	 	(i)	 	defaults in the payment of any sum of money due and fails to remedy such breach
as set forth in Section 11(b);
	 
	 	(ii)	 	breaches this Agreement in any material respect or otherwise defaults in any
material respect in the performance of any of its obligations and fails to cure such
breach as set forth in Section 11(a); or
	 
	 	(iii)	 	commits an act of bankruptcy or becomes the subject of any proceeding under
the Bankruptcy Code or becomes insolvent or if any substantial part of Client’s
property becomes subject to any levy, seizure, assignment, application, or sale for or
by any creditor or governmental agency;






then, in any such event, Fiserv may, upon written notice, terminate this Agreement and be
entitled to recover from Client as liquidated damages an amount equal to the present value
of all payments remaining to be made hereunder for the remainder of the initial term or
any renewal term of this Agreement. For purposes of the preceding sentence, present value
shall be computed using the “prime” rate (as published in The Wall Street Journal) in
effect at the date of termination and “all payments remaining to be made” shall be
calculated based on the average bills for the 3 months immediately preceding the date of
termination for services provided by Fiserv, exclusive of pass through costs as part of
Client billing. Client agrees to reimburse Fiserv for any expenses Fiserv may incur,
including reasonable attorneys’ fees, in taking any of the foregoing actions.




	 	(e)	 	Convenience. Client may terminate this Agreement by paying a termination
fee based on the remaining unused term of this Agreement, the amount to be determined by
multiplying the average of Client’s three most recent invoices for each Fiserv Service
received by Client *, plus any unamortized conversion fees or third party costs
existing on Fiserv’s books on the date of termination. Client understands and agrees that
Fiserv losses incurred as a result of early termination of the Agreement would be difficult
or impossible to calculate as of the effective date of termination since they will vary
based on, among other things, the number of clients using the Fiserv System on the date the
Agreement terminates. Accordingly, the amount set forth in the first sentence of this
subsection represents Client’s agreement to pay and Fiserv’s agreement to accept as
liquidated damages (and not as a penalty) such amount for any such Client termination.
	 
	 	(f)	 	Merger. In the event of a merger between Client and another organization
in which (A) Client is not the surviving organization, (B) where the other organization is
not currently a user of Fiserv services similar to the Services being provided hereunder,
and (C) Client shall convert from Fiserv’s Services directly to the surviving organization,
Fiserv will allow an early termination of this Agreement upon the following terms and
conditions:






	 	(i)	 	Written notice must be given 6 months in advance, specifying the deconversion
date;
	 
	 	(ii)	 	Fiserv may specify a deconversion date (not more than 30 days after the
requested deconversion date), based on its previous commitments and work loads; and
	 
	 	(iii)	 	Fiserv may charge a termination fee based on the remaining unused term of
this Agreement, the amount to be determined by multiplying the Client’s average monthly
invoice (using the three months immediately preceding Fiserv’s receipt of written
notice) * plus any unamortized conversion fees or third party costs existing on
Fiserv’s books on the date of deconversion.
	 
	 	*	 	






	 	(g)	 	Return of Data Files. Upon expiration or termination of this Agreement,
Fiserv shall furnish to Client such copies of Client Files as Client may request in a
Fiserv standard format along with such information and assistance as is reasonable and
customary to enable Client to deconvert from the Fiserv System, provided, however, that
Client consents and agrees and authorizes Fiserv to retain Client Files until (i) Fiserv is
paid in full for (A) all Services provided through the date such Client Files are returned
to Client; and (B) any and all other amounts that are due or will become due under this
Agreement; (ii) Fiserv is paid its then standard rates for the services necessary to return
such Client Files; (iii) if this Agreement is being terminated, Fiserv is paid any
applicable termination fee pursuant to subsection (d) or (e) above; and (iv) Client has
returned to Fiserv all Fiserv Information requested. After notification by the Client in
writing, Fiserv shall be permitted to destroy Client files. Notification by the Client
must be received within 30 days from the final use of Client files for processing.






	 	(h)	 	Miscellaneous. Client understands and agrees that Client is responsible
for the deinstallation and return shipping of any Fiserv-owned equipment located on
Client’s premises.







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.




Page 7 of 11









 
















	12.	 	Dispute Resolution.






	 	(a)	 	General. Except with respect to disputes arising from a misappropriation
or misuse of either party’s proprietary rights, any dispute or controversy arising out of
this Agreement, or its interpretation, shall be submitted to and resolved exclusively by
arbitration under the rules then prevailing of the American Arbitration Association, upon
written notice of demand for arbitration by the party seeking arbitration, setting forth
the specifics of the matter
in controversy or the claim being made. The arbitration shall be heard before an arbitrator
mutually agreeable to the parties; provided, that if the parties cannot agree on the choice
of arbitrator within 10 days after the first party seeking arbitration has given written
notice, then the arbitration shall be heard by 3 arbitrators, 1 chosen by each party, and
the third chosen by those 2 arbitrators. The arbitrators will be selected from a panel of
persons having experience with and knowledge of information technology and at least 1 of the
arbitrators selected will be an attorney. Discovery shall not be permitted. A hearing on
the merits of all claims for which arbitration is sought by either party shall be commenced
not later than 60 days from the date demand for arbitration is made by the first party
seeking arbitration. The arbitrator(s) must render a decision within 10 days after the
conclusion of such hearing. Any award in such arbitration shall be final and binding upon
the parties and the judgment thereon may be entered in any court of competent jurisdiction.
	 
	 	(b)	 	Applicable Law. The arbitration shall be governed by the United States
Arbitration Act, 9 U.S.C. §§1–16 and the Federal Rules of Evidence. The arbitrators shall
apply the substantive law of the State of Wisconsin, without reference to provisions
relating to conflict of laws. The arbitrators shall not have the power to alter, modify,
amend, add to, or subtract from any term or provision of this Agreement, nor to rule upon
or grant any extension, renewal, or continuance of this Agreement. The arbitrators shall
have the authority to grant any legal remedy available had the parties submitted the
dispute to a judicial proceeding.
	 
	 	(c)	 	Situs. If arbitration is required to resolve any disputes between the
parties, the proceedings to resolve the first such dispute shall be held in Milwaukee,
Wisconsin, the proceedings to resolve the second such dispute shall be held in Charleston,
West Virginia, and the proceedings to resolve any subsequent disputes shall alternate
between Milwaukee, Wisconsin and Charleston, West Virginia.






	13.	 	Insurance. Fiserv carries the following types of insurance policies:






	 	(a)	 	Commercial General Liability in an amount not less than $1 million per occurrence
for claims arising out of bodily injury and property damage;
	 
	 	(b)	 	Commercial Crime covering employee dishonesty in an amount not less than $5
million;
	 
	 	(c)	 	All-risk property coverage including Extra Expense and Business Income coverage;
and
	 
	 	(d)	 	Workers Compensation as mandated or allowed by the laws of the state in which
Services are being performed, including $1 million coverage for Employer’s Liability.






	14.	 	Audit. Fiserv employs an internal auditor responsible for ensuring the
integrity of its processing environments and internal controls. In addition, as may be
required by law or regulation, Fiserv provides for periodic independent audits of its
operations. Fiserv shall provide Client with a copy of the audit of the Fiserv service center
providing Services within a reasonable time after its completion and shall charge each client
a fee based on the pro rata cost of such audit as billed to each Fiserv client receiving
services. Fiserv shall also provide a copy of such audit to the appropriate regulatory
agencies, if any, having jurisdiction over Fiserv’s provision of Services.






	15.	 	General.






	 	(a)	 	Binding Agreement. This Agreement is binding upon the parties and their
respective successors and permitted assigns. Neither this Agreement nor any interest may
be sold, assigned, transferred, pledged, or otherwise disposed of by Client, whether
pursuant to change of control or otherwise, without Fiserv’s prior written consent. Client
agrees that Fiserv may subcontract any services to be performed hereunder. However, Fiserv
agrees not to subcontract its Core Services without prior written consent of Client and
such consent will not be unreasonably withheld. Any such subcontractors shall be required
to comply with all applicable terms and conditions.






Page 8 of 11









 












	(b)	 	Entire Agreement. This Agreement, including its Exhibits, which are expressly
incorporated herein by reference, constitutes the complete and exclusive statement of the
agreement between the parties as to the subject matter hereof and supersedes all previous
agreements with respect thereto. Modifications of this Agreement must be in writing and
signed by duly authorized representatives of the parties. Each party hereby acknowledges
that it has not entered into this Agreement in reliance upon any representation made by the
other party not embodied herein. In the event any of the provisions of any Exhibit are in
conflict with any of the provisions of this Agreement, the terms and provisions of this
Agreement shall control unless the Exhibit in question expressly provides that its terms and
provisions shall control.
	 
	(c)	 	Severability. If any provision of this Agreement is held to be
unenforceable or invalid, the other provisions shall continue in full force and effect.
	 
	(d)	 	Governing Law. This Agreement will be governed by the substantive laws of
the State of Wisconsin, without reference to provisions relating to conflict of laws. The
United Nations Convention on Contracts for the International Sale of Goods shall not apply
to this Agreement.
	 
	(e)	 	Force Majeure. Neither party shall be responsible for delays or failures
in performance resulting from acts reasonably beyond the control of that party.
	 
	(f)	 	Notices. Any written notice required or permitted to be given hereunder
shall be given by: (i) Registered or Certified Mail, Return Receipt Requested, postage
prepaid; (ii) confirmed facsimile; or (iii) nationally recognized courier service to the
other party at the addresses listed on the cover page or to such other address or person as
a party may designate in writing. All such notices shall be effective upon receipt.
	 
	(g)	 	No Waiver. The failure of either party to insist on strict performance of
any of the provisions hereunder shall not be construed as the waiver of any subsequent
default of a similar nature.
	 
	(h)	 	Financial Statements. Fiserv shall provide Client and the appropriate
regulatory agencies so requiring a copy of Fiserv, Inc.’s audited consolidated financial
statements.
	 
	(i)	 	Prevailing Party. The prevailing party in any arbitration, suit, or action
brought against the other party to enforce the terms of this Agreement or any rights or
obligations hereunder, shall be entitled to receive its reasonable costs, expenses, and
attorneys’ fees of bringing such arbitration, suit, or action.
	 
	(j)	 	Survival. All rights and obligations of the parties under this Agreement
that, by their nature, do not terminate with the expiration or termination of this
Agreement shall survive the expiration or termination of this Agreement.
	 
	(k)	 	Exclusivity. Client agrees that Fiserv shall be the sole and exclusive
provider of the services that are the subject matter of this Agreement. For purposes of
the foregoing, the term “Client” shall include Client affiliates. Client agrees not to
enter into an agreement with any other entity to provide these services (or similar
services) during the term of this Agreement without Fiserv’s prior written consent. If
Client acquires another entity, the exclusivity provided to Fiserv hereunder shall take
effect with respect to such acquired entity as soon as practicable after termination of
such acquired entity’s previously existing arrangement for these services. If Client is
acquired by another entity, the exclusivity provided to Fiserv hereunder shall apply with respect to the level or volume of these services provided immediately prior to the signing
of the definitive acquisition agreement relating to such acquisition and shall continue
with respect to the level or volume of these services until any termination or expiration
of this Agreement. Not withstanding anything to the contrary in this Section 15 (k),
Client may permit an affiliate acquired after the date of this Agreement to maintain an
agreement in effect at the time of such acquisition with any other entity which is
providing the services that are subject matter of this Agreement. However, Client may not
move existing accounts or services covered under the scope of this Agreement from any
existing affiliate to the data processing provider of the newly acquired affiliate during
the initial term or any renewal term of this Agreement.
	 
	(l)	 	Recruitment of Employees. Each party agrees not to hire the other party’s
employees during the term of this Agreement and for a period of 6 months after any
termination or expiration thereof, except with the other party’s prior written consent.
	 
	(m)	 	Publicity. Client and Fiserv shall have the right to make general
references about each other publicly and the type of services being provided hereunder to
third parties, such as auditors, regulators, financial analysts, and prospective customers
and clients. The parties shall mutually agree on a press release relating to the execution
of this Agreement. In conjunction with this, the party initiating such release shall give
the other party a reasonable opportunity to review and comment on the content thereof prior
to its release.





Page 9 of 11




 









 














	(n)	 	Independent Contractors. Client and Fiserv expressly agree they are acting as
independent contractors and under no circumstances shall any of the employees of one party
be deemed the employees of the other for any purpose. This Agreement shall not be construed
as authority for either party to act for the other party in any agency or other capacity, or
to make commitments of any kind for the account of or on behalf of the other except as
expressly authorized herein.





Page 10 of 11




 









 













 




IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives as of the date indicated below.




	 	 	 
	For Client:

	 	For Fiserv:
	 
	 	 
	United Bankshares, Inc.

	 	Fiserv Solutions, Inc.






	 	 	 	 	 	 	 	 	 	 	 
	By

	 	  /s/ Kenneth L. Greear
	 	 	 	By
	 	  /s/ Jeff Brandmaier	 	 
	Name

	 	 

  Kenneth L. Greear
	 	 	 	Name
	 	 

  Jeff Brandmaier
	 	 
	Title

	 	 

  Executive Vice President
	 	 	 	Title
	 	 

  President
	 	 
	Date

	 	 

  [November 15, 2005]
	 	 	 	Date
	 	 

  [November 17, 2005]
	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 






Page 11 of 11




 









 













Exhibit A




Account Processing Services



Client agrees with Fiserv as follows:





	1.	 	Services. Fiserv will provide Client and Client accepts the Account Processing
Services (the “Account Processing Services”) specified in the Account Processing Services Fee
Schedule attached as Exhibit A - 1 hereto marked with a “F” in the left margin, which
represents that the Service is included in the Account Processing Services Fixed Monthly Fee.
Other Services therein shall be provided when requested by Client and accepted by Fiserv.






	2.	 	Fees. Fiserv will provide Client with the following Account Processing Services
at the fees and prices indicated:






	 	(a)	 	Fixed Monthly Fee. For an Account Processing Services Fixed Monthly
Minimum Fee of $151,673, Fiserv agrees to provide and Client agrees to pay for the
Services marked with an “F” in the left margin on Exhibit A - 1 of this Agreement. All
other Services provided hereunder shall be provided to the Client upon reasonable request
at then current pricing and in accordance with this Agreement. Fiserv will provide its
variable services, as defined in Exhibit A - 1, at prices that Fiserv charges generally to
its client base. The Client understands that the mix of services, volumes and other
factors affect the price that Fiserv charges for its Variable Services.
	 
	 	(b)	 	Fee Adjustment Factors. The delivery of the Services involves factors and
risks that may increase Fiserv’s cost of providing such Services. Notwithstanding the
foregoing, Fiserv agrees to limit increases in its fees for those Services included in the
Account Processing Services Fixed Monthly Fee as follows:






	 	(i)	 	     Inflation. Fiserv reserves the right to increase fees by the annual
change in the U.S. Department of Labor Consumer Price Index (Consumer Price Index for
All Urban Consumers (CPI-U): U. S. City Average). Fiserv shall use the change in the
published index for the previous twelve months to compute the percentage increase in
computing the fee for the next twelve months. *
	 
	 	(ii)	 	     Volume Adjustment. For volume related Account Processing Services
Fixed Monthly Fee adjustments, Fiserv shall reprice the Account Processing Services
Fixed Monthly Fee in accordance with the following:






	 	A.	 	“Client Account Volumes” shall be defined as total open Deposit
Accounts (Demand, Savings, and Time), and total open Retail Loan (Installment, Line
of Credit and Mortgage) volumes and Commercial Loan Notes.
	 
	 	B.	 	Proposed volumes (“Proposed Volumes”) are those Client Account Volumes that were used to
compute the Account Processing Services Fixed Monthly Fee above. In the first
month following the conversion of any such Service, Fiserv shall validate Client’s
Client Account Volumes as of the conversion (“Post Conversion Volumes”). In the
event that the Post Conversion Volumes exceed or are less than the Proposed
Volumes, Fiserv shall reprice the Account Processing Services Fixed Monthly Fee by
applying the per account charge presented below to Post Conversion Volumes.
	 
	 	C.	 	In the event that the Client acquires other financial institutions or
branches or portfolios of accounts for which Fiserv will provide Account Processing
Services, or elects to have Fiserv provide Account Processing Services to existing
affiliates other than those contemplated by this Agreement, upon each such
conversion Fiserv shall reprice the Account Processing Services Fixed Monthly Fee
by applying the per account charge presented below to Post Conversion Volumes.
	 
	 	D.	 	In the event that Client sells branches or portfolios of accounts for
which Fiserv provides Account Processing Services, upon each such deconversion,
Fiserv shall recalculate the Account Processing Services Fixed Monthly Fee by
applying the per account charge presented below to the post deconversion volumes.
However, in no instance will the Fixed Monthly Fee be reduced below the Fixed
Minimum Fee during the Term of this Agreement.
	 
	 	E.	 	Upon completion of each calendar year throughout the term of this
Agreement, Fiserv shall reprice the Account Processing Services Fixed Monthly Fee
by applying the per account charge presented below to then current year end Client
Account Volumes, adjusted for any inflationary increases applied as described
above.





Page 1 of 41




 









 













	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Client Account Volumes	 	 	Per Account Charge	 	 
	 	 	 	 	 	 
	 	*	 	 	 	*	 	 
	 	 	 	 	 	 






	(c)	 	Conversion Fees.






	 	(i)	 	Minimum Support Conversion. In the event that the Client acquires
other financial institutions or branches or portfolios of accounts for which Fiserv
will provide Account Processing Services, or elects to have Fiserv provide Account
Processing Services to existing affiliates other than the aforementioned, or elects to
implement additional Account Processing Services under the terms and conditions of this
Agreement, Fiserv agrees to provide “Minimum Support” Conversion Services for a fee * . Reasonable out-of-pocket, pass-through or other third party expenses will be billed
as incurred. Minimum Support shall include the services below. Additional support
above the “Minimum Support” level will be quoted on a time and material basis.






	 	A.	 	Comprehensive Project Plan for overall project
	 
	 	B.	 	Participate in regularly scheduled conversion meetings
	 
	 	C.	 	Balance vendor input to Fiserv output
	 
	 	D.	 	Application Conversion Task Plans for each converting application
	 
	 	E.	 	Automatic check for duplicate accounts against converting bank file
	 
	 	F.	 	Telephone first calls for all applications, including Technical Call
	 
	 	G.	 	Product Mapping
	 
	 	H.	 	Program Specifications for all applications where volume exceeds 300
accounts
	 
	 	I.	 	Conversion Programming for all applications where volume exceeds 300
accounts.
	 
	 	J.	 	Validation for all applications where volume exceeds 300 accounts
	 
	 	K.	 	1 — 2 sets of edits per application. Additional edits will be provided
at no cost in the event of a Fiserv related error.
	 
	 	L.	 	1 CIF conversion to be completed in conjunction with the applications
conversion
	 
	 	M.	 	Manual conversions for all applications where volume is less than 300
accounts
	 
	 	N.	 	2 weeks of telephone support for all applications where volume exceeds
300 accounts
	 
	 	O.	 	2 Automatic Merge to be scheduled at Client request






	 	(ii)	 	Merger. In the event that Client elects to merge existing Affiliates
into a consolidated bank during the term of this Agreement, Fiserv shall provide
“Minimum Support” for each Affiliate merger for a fee * . Such Minimum Support shall
include the following:






	 	A.	 	Comprehensive Project Plan for overall project
	 
	 	B.	 	Programming for account re-coding on the non-surviving entity.
	 
	 	C.	 	Conversion planning conference calls
	 
	 	D.	 	Automatic check for duplicate accounts
	 
	 	E.	 	Telephone first calls for all applications
	 
	 	F.	 	Consolidation of Bank and Branch Numbers into a single entity
	 
	 	G.	 	Two set of output reports per application for Client verification.
Additional reports will be provided at no cost in the event of a Fiserv related
error.
	 
	 	H.	 	2 Automatic Merges to be scheduled at client request






	 	(iii)	 	Additional support requests outside of those mentioned above that may be
requested by the Client will be quoted on a time and material basis.
	 
	 	(iv)	 	Should Client acquire an entity currently processing on the SourceOne
platform, Fiserv shall incorporate such entity into Client’s processing environment * .
Fiserv shall use good faith efforts to minimize the costs associated with the
acquisition of an entity using another Fiserv solution for core processing. *






	3.	 	Responsibility for Accounts. Client shall be responsible for balancing its
accounts each business day and notifying Fiserv immediately of any errors or discrepancies.
Provided that Client promptly notifies Fiserv of any discrepancy in Client’s accounts, Fiserv
shall, at its expense, promptly recompute accounts affected by discrepancies solely caused by
Fiserv computer or software systems or provide for another mutually agreeable resolution.
Fiserv will use its commercially reasonable efforts to correct errors attributable to Client
or other third-party servicers of Client.





Page 2 of 41




 









 














	 4.	 	Annual Histories. Fiserv currently maintains annual histories, where applicable,
for its clients. These histories can be used to reconstruct Client files in an emergency.
However, in order to permit prompt and accurate reconstruction of accounts, Client agrees to
retain at all times and make available to Fiserv upon request the most recent data printout(s)
received from Fiserv, together with copies or other accurate and retrievable records of all
transactions to be reflected on the next consecutive printout(s).
	 
	 5.	 	Reconstruction of Error Conditions. Reconstruction of error conditions
attributable to Client or to third parties acting on Client’s behalf will be done at
prevailing rates as set forth in Exhibit A - 1.
	 
	 6.	 	Major Software Enhancements and Custom Programming. All major software
enhancements and custom programming will be subject to additional charges for processing and
development in accordance with Exhibit A - 1 and Exhibit E hereto. Fiserv is obligated to
keep its software market competitive and in federal regulatory compliance during the term of
this Agreement.
	 
	 7.	 	Protection of Data.






	 	(a)	 	For the purpose of compliance with applicable government regulations, Fiserv has
developed an operations backup center. Fiserv tests the procedure periodically to ensure
the data center’s compliance. Fiserv maintains copies of transaction off premises in
secured vaults.
	 
	 	(b)	 	Fiserv provides systems security utilizing commercially reasonable standards to
protect Client Files from unauthorized access in compliance with applicable governmental
regulations.
	 
	 	(c)	 	Upon Client providing access to Client Files through Client’s customers’ personal
computers or voice response system, Client agrees to indemnify and hold harmless Fiserv,
its officers, directors, employees, and affiliates against any claims or actions arising
out of such access to Client Files or any Fiserv files (including the files of other Fiserv
clients) or the Fiserv System or other Fiserv systems.






	 8.	 	Processing Priority. Fiserv does not subscribe to any processing priority;
all users receive equal processing consideration.






	 9.	 	Regulatory Supervision. By entering into this Agreement, Fiserv agrees that
regulatory agencies having authority over Client’s operations shall have the authority and
responsibility provided to the regulatory agencies pursuant to the Bank Service Corporation
Act, 12 U.S.C. 1867(C) relating to services performed by contract or otherwise.






	10.	 	Fiserv Compliance with Regulatory Requirements. Fiserv shall maintain the
Fiserv Services and make all necessary changes to the Fiserv System and Fiserv Services to
comply with all applicable federal, state, and local regulations that relate to the Fiserv
Services (the “Applicable Laws”). Client agrees to notify Fiserv of changes in the Applicable
Laws of which Client is aware. Fiserv may charge Client the pro rata portion of any costs to
comply with state or local Applicable Laws divided among any other Fiserv clients requesting
such work. Fiserv may request Client assistance regarding state and local Applicable Law
interpretation and associated Fiserv Systems and Services change design and/or testing from
time to time. Such assistance shall be provided by Client without charge to Fiserv.






	11.	 	Additional Commitments.      *







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted
material has been filed separately with the SEC pursuant to Rule 24b-2.





Page 3 of 41




 









 













Exhibit A - 1




Account Processing Services Fee Schedule




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Monthly	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Fee *	 	 	 	System or Service	 	 	Unit Price *	 	 	 	Description *	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Account Analysis
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Per Account
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	History Retention
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Regional Pricing
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Account Reconcilement
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Per Item
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Per Item
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	History Retention
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Atchley Systems
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Comply/Wire
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Comply/CTR
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ATM Special Services
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ATM Statement Print Services
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Balance File Transmissions
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ATM Auto Reissue from Hotcard
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ATM Visa Automated Exception
Update
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ATM Card Access to Line of
Credit (LOC)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Audit Confirmation Reports
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Automated Clearinghouse
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Receiving Transactions/Items
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Originations Transactions/Items
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Originations Transactions/Items
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	RJE Origination
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	PDM’s (Company Processing)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Tape Conversion
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted
material has been filed separately with the SEC pursuant to Rule 24b-2.





Page 4 of 41




 









 













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Monthly	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Fee *	 	 	 	System or Service	 	 	Unit Price *	 	 	 	Description *	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Automated Clearinghouse (Cont.)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ATM/POS File Processing
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Daily Transmissions (From ATM
switches and/or Clearing Houses)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Automated Returns
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ACH Item Notices
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Notification of Change
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Direct Line Receiving from Fed
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Direct Line Origination to Fed
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Payroll Processing
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Stop Payments/DNE
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FEDI Receiving
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FEDI Origination:
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Customer Implementation
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Customer Statement Implementation
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Per Record
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EPA (Electronic Payment
Authorization)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Risk
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Stop Payment Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	AA Interface for Extended Statistics
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Automated Settlement
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	EDI Fax File to Expedite
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Browser Based Host Access
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Access and Installation Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Bulk Filing
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted
material has been filed separately with the SEC pursuant to Rule 24b-2.





Page 5 of 41




 









 













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Monthly	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Fee *	 	 	 	System or Service	 	 	Unit Price *	 	 	 	Description *	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Carreker Products
	 	 	 	 	 	 	 	Fees are Per Institution	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ONUS Fraud Implementation
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ONUS Fraud Monthly Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Deposit Fraud Implementation
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Deposit Fraud Monthly Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Central Marketing File
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Implementation Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Standard Build
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Special Options Build
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Off-Cycle Build
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Combined Interest
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Commercial Loans
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Consulting Services
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Coupon Books
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Credit Bureau Reporting
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Custom Interfaces
(Including Mailbox, FTP)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Implementation
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Incoming Transmissions
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Outgoing Transmissions
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted
material has been filed separately with the SEC pursuant to Rule 24b-2.





Page 6 of 41




 









 













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Monthly	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Fee *	 	 	 	System or Service	 	 	Unit Price *	 	 	 	Description *	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Custom Interfaces (Including
Mailbox, FTP) (Cont.)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	FTP Internet Transmissions (FTP
End Point User)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Federated Investors Interface
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Customer Information File
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address Labels
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Alpha-Key Merge
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	9-Digit Zip Code (ZIP+4)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	National Change of Address (NCOA)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CRF Accounts (Alpha-Keys)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CRF Miscellaneous Accounts
(Non-Fiserv Applications)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	GEO Code
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Foreign Citizen Backup Withholding
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Global CRF Pricing Implementation
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CIF Loan Liability Profile Report
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	CIF Request Report
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Account Comments Report
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Customer Comments Report
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address Standardization
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Implementation
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted
material has been filed separately with the SEC pursuant to Rule 24b-2.





Page 7 of 41




 









 













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Monthly	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Fee *	 	 	 	System or Service	 	 	Unit Price *	 	 	 	Description *	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Customer Information File (Cont.)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address Standardization Run
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address Standardization Request
Report
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Address Standardization Monthly
Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Customer to Customer
Implementation
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Customer to Customer Monthly Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Customer Reporting System
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Delivery Point Bar Coding (DPBC)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Barcoding Notices
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Data Access Service (DAS)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Per Record/Report
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted
material has been filed separately with the SEC pursuant to Rule 24b-2.





Page 8 of 41




 









 













	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Monthly	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Fee *	 	 	 	System or Service	 	 	Unit Price *	 	 	 	Description *	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Data Access Service (Cont.)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Storage
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Weekend Discounts
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Data Communications
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Data Communications
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Deconversion
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Deconversion
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Deluxe One Network
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Access
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Demand Deposits
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Transactions Processed
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Account Maintenance
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Interest Bearing Accounts
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Closed Accounts
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Current Day Transaction File
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	History Retention:
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Seven Day
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Extended
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted
material has been filed separately with the SEC pursuant to Rule 24b-2.





Page 9 of 41





 









 











	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Monthly	 	 	 	 	 	 	 	 	 	 
	 	Fee *	 	 	System or Service	 	 	Unit Price *	 	Description *	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Demand Deposits (Cont.)
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Mutual Funds Sweep
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Statement Zip Code Sort
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Service Charge Routine
Implementation
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Service Charge Routine Change
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Accrual Adjustment Program
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Account Number Production
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Posting by Category Sort Option
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	DD Kiting Suspect Report
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Combined Balance Service Charge
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Current Month NOW Sweep Fee
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Overnight Investments
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	DD Sweep Transactions
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	DD Sweep Notices
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Automatic Transfer Items
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Automatic Transfer Notices
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Prior Day BAI Interface File
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	DD Daily Extract File
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Controlled Disbursements
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Escrow Management
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Rent Security
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Principal/Escrow
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	IOLA Reporting
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Exception Processing
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Cash Letter Implementation
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted
material has been filed separately with the SEC pursuant to Rule 24b-2.




Page 10 of 41









 















	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Monthly	 	 	 	 	 	 	 	 	 	 	 	 
	 	Fee *	 	 	System or Service	 	 	Unit Price *	 	 	 	Description *	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	General Ledger
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	GL Base Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Account Centers
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	GL Transactions
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Budget:
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Current and Next Year Versions
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Working Year Version Optional
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Prior Year Version Optional
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Additional Budget Versions
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Outgoing Interface Extract
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Application Interfaces
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	GL Maintenance
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	GL Recurring Entries
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Reports
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	EMR Reports
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Interface Report Implementation
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Interface Reports (As Passed
Reports)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	IE Ledger Trial Balances &
Transaction Reports
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Transaction History
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	90 Days Transaction History
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Host Disaster Contingency
Planning
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Host/RJE Site Support
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	InformEnt Data Collection
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Late Payment Interest Charge
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Late Payment Interest Charge
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Maturity Analysis Reporting
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted
material has been filed separately with the SEC pursuant to Rule 24b-2.




Page 11 of 41









 















	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Monthly	 	 	 	 	 	 	 	 	 	 	 	 
	 	Fee  *	 	 	System or Service	 	 	Unit Price *	 	 	 	Description *	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Microfiche/CDs
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Microfiche Originals
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Microfiche Duplicates
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	OFAC
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	On-Demand Full File Scan Only
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	On-Demand Request Full File
Scan
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Daily All New Account Scan
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Online Collections
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Active Accounts — Online
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	History Accounts
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Time Zone Indicator
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Positive Pay
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Presentment Items
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Professional Services
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Includes (but not limited to)
Custom Programming (report and
file creation, maintenance and
fixes), and other Fiserv
personnel assistance not
covered by contract.
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Telecommunications — Design
and Consulting
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Report Regeneration
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Reference Materials
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	CD-ROM
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	First Two
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Additional Copies
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Paper Manuals (Products not on
CD)
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Repost Due to Client Error
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Repost Due to Client Error
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.




Page 12 of 41









 















	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Monthly	 	 	 	 	 	 	 	 	 	 	 	 
	 	Fee  *	 	 	System or Service	 	 	Unit Price *	 	 	 	Description *	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Retail Loans
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Open and Closed Accounts
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Loan Interest Statements
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Insurance Tape Creation
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Promotional Extensions
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	National Credit Tool
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Retirement Planning
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Safe Deposit Box
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Special Reports
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Special Reports
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Tape Creation
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Test Bank
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Test Bank Implementation Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Test Bank Fixed Monthly Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Teller Support
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Inquiry and Data capture/Truncation
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Third Party Review
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	PMM Audit Review — Original
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.




Page 13 of 41









 















	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Monthly	 	 	 	 	 	 	 	 	 	 	 	 
	 	Fee  *	 	 	System or Service	 	 	Unit Price *	 	 	 	Description *	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Time Deposits
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Open and Closed Accounts
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Draft Items
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Service Charge Routine
Implementation
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Service Charge Routine Change
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Accrual Adjustment Program
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Tape for Coupon Book Production
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	History Retention
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Statement Zip Code Sort
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Training
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Other Fiserv Training Services
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	View Direct
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.




Page 14 of 41









 















Exhibit A — 2




Hours of Operation




The Fiserv Customer Service area will be in operation according to the following schedule:




	 	 	 	 	 
	 

	 	Monday
	 	8:00 A.M. — 8:00 P.M. EST
	 

	 	Tuesday
	 	8:00 A.M. — 8:00 P.M. EST
	 

	 	Wednesday
	 	8:00 A.M. — 8:00 P.M. EST
	 

	 	Thursday
	 	8:00 A.M. — 8:00 P.M. EST
	 

	 	Friday
	 	8:00 A.M. — 8:00 P.M. EST





The Fiserv Account Processing Center will observe national holidays.




Page 15 of 41









 













Exhibit A — 3




Service Level Commitments





	1.	 	Service Level Commitments. For purposes of the service level commitment categories
set forth below, the described services shall be deemed to be “available” to Client if the
Fiserv computer system, including all hardware and software necessary to provide the Client
with the Services contemplated by this Agreement, is functioning and able to accept and
process all input contemplated by this Agreement from Client and necessary to provide the
Services in question. All service levels commitments shall be averaged over a calendar month
and national holidays are excluded






	 	(a)	 	Response Time. Fiserv shall provide response time for the central
processor to receive an Inquiry transaction from the communications controller at the
Fiserv data center, process that transaction and return the answer to the controller of
* Client Local Time (“CLT”), Monday through Saturday.
	 
	 	(b)	 	Report Availability. Fiserv shall make available to the Client at the
Fiserv Output Print System or other output distribution medium or product, critical reports
for the Basic Services, no later than * CLT each business day or * CLT if such business day
falls on the first calendar day of the month (General Ledger an additional 2 hours in each
case), provided the Client has completed transmission of the data to be used in generating
such reports to Fiserv no later than * CLT. Fiserv shall provide such reports to the
Client for each Basic Service in accordance with the above schedule at least * . The
“Basic Services” are Demand Deposits, Savings, Time Deposits, Account Reconcilement, Retail
Loans, Commercial Loans and General Ledger. The algorithm to calculate availability is: 7
core applications multiplied by the number of processing days in a calendar month (average
number is 22 days) or [(7 x 22) - 1] / 7 x 22 = ___%.
	 
	 	(c)	 	Teleprocessing Availability. Fiserv shall make its teleprocessing services
available to the Client at least * CLT, Monday through Saturday, excluding overnight batch
processing.
	 
	 	(d)	 	Network Professional Services. The Philadelphia Computer Center will
provide 7 day/24 hour network support. All telecommunication lines supported by the
Philadelphia Computer Center will be available 7 X 24 * . The Philadelphia Help Desk will
act as the focal point for Client’s telecommunication issues. The Help Desk will provide
Client with a status of an open * If the Help Desk is unable to resolve an issue during
the initial call with Client, the issue will be elevated to the Philadelphia Network
Control Center. The Network Control Center will begin problem determination *. The
Network Control Center will assure that the appropriate carrier is notified of all circuit
problems. Carrier escalation procedures include the following:
	 
	 	 	 	*
	 
	 	 	 	Internet Banking On—Line Availability. Fiserv shall make its Internet Banking
on-line system available to Client at least * CLT, * and from * , excluding overnight batch
processing, and excluding periods of scheduled system maintenance on Sundays, and excluding
the Central Reference File application on Sundays.
	 
	 	(e)	 	Internet Banking Report Availability. Fiserv shall make its Internet
Banking reports available to Client at its Internet Banking System server at least * of
the time, twenty-four (24) hours per day.
	 
	 	(f)	 	Internet Banking Response Time. Fiserv uses the Gomez Performance Index to
ensue response time remains competitive with other financial institutions within the
industry. Fiserv will ensure that response time for the Internet Banking channel will *
	 
	 	 	 	Telephone Banking Report Availability. Fiserv shall make available to the Client at
the Fiserv Output Print System or other output distribution medium or product requested by
Client and agreed by Fiserv, all Telephone Banking Reports, no later than * CLT if such
business day falls on the first calendar day of the month, provided that Client has
completed transmission of the data to be used in generating such reports to Fiserv no later
than







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.




Page 16 of 41









 














			
	  	** .	Fiserv shall provide such reports to the Client for the Telephone Banking
Service in accordance with the above schedule at least * .







	2.	 	Cure. In the event that the Fiserv performance fails to meet the service level
commitments set forth in this Section, the Client shall notify Fiserv in writing of such
failure and shall work with Fiserv to specifically identify the problem. If a deficiency is
determined by the parties, Fiserv shall institute cure procedures. If the deficiency is not
cured within 90 days, * each month for each deficient service level commitment category until
it is cured. If any deficiency persists for an additional 3 consecutive months * and upon
receipt by Fiserv of prior written notice, the Client may elect to terminate this Agreement,
without the payment of liquidated damages, upon payment of any fees or sums due pursuant to
this Agreement and such termination shall be the Client’s sole and exclusive remedy. Fiserv
agrees to cooperate with the Client to achieve the deconversion schedule.







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted
material has been filed separately with the SEC pursuant to Rule 24b-2.




Page 17 of 41









 















Exhibit B




Material Purchased Through Fiserv



Client agrees to purchase, and Fiserv agrees to sell, hardware and software licenses on the terms
and subject to the conditions set forth below:





	1.	 	Equipment. Hardware and software licenses being purchased through Fiserv are
described in each Exhibit B — n (“Material”). Client understands that Fiserv is acting as an
independent sales organization representing each manufacturer or supplier (each, a “Supplier”)
identified in each Exhibit B — n.
	 
	2.	 	Payment. *.
	 
	3.	 	Fiserv Obligations. Client also understands and agrees that the ability of Fiserv to
obtain Material may be subject to availability and delays due to causes beyond Fiserv’s
control. Fiserv shall promptly place any orders submitted under this Exhibit with each
Supplier and shall, at Client’s direction, request expedited delivery whenever available.
	 
	4.	 	Insurance. Client shall be responsible for appropriate property insurance for all
equipment, whether Client-owned or Fiserv-owned, within Client’s premises.
	 
	5.	 	Delivery and Installation.






	 	(a)	 	Delivery. On Client’s behalf, Fiserv shall arrange for delivery of
Material to the Installation Site on or about the date requested by Client (“Delivery
Date”). In the absence of shipping instructions, Fiserv shall select a common carrier on
Client’s behalf.
	 
	 	(b)	 	Installation. Fiserv shall arrange for the installation of the items of
Material in consideration of the Installation Fees listed on each Exhibit B — n. Client
shall not perform any installation activities without Fiserv’s written consent. Fiserv or
its designee shall have full and free access to Material and the Installation Site until
installation is completed. If a suitable installation environment is not provided by
Client, then Fiserv shall be required to perform only as many normal installation
procedures as it deems to be practicable within the available facilities. Installation of
Material will take place during normal Fiserv business hours, Monday through Friday,
exclusive of Fiserv holidays, unless otherwise agreed by Fiserv.
	 
	 	(c)	 	Installation Environment. Client shall provide a suitable installation
environment for Material as specified by Fiserv or its agents and any and all other
specifications provided to Client by Supplier or Fiserv. Unless Fiserv agrees to so
provide, Client shall also be responsible for (i) furnishing all labor required for
unpacking and placing Material in the desired location for installation; and (ii) physical
planning including, but not limited to, floor planning, cable requirements, and safety
requirements in accordance with the installation manual and any and all applicable
building, electrical, or other codes, regulations, and requirements. All such physical
planning shall be completed on or before the Delivery Date.






	6.	 	Shipment and Risk of Loss. All prices shown on each Exhibit B — n are F.O.B.
Supplier’s plant. All transportation, rigging, drayage, insurance, and other costs of
delivery of Material to the Installation Site shall be paid by Client. Risk of loss shall
pass to Client upon shipment.
	 
	7.	 	Title to Equipment. Title to all hardware items comprising Material shall remain
with Supplier or Fiserv, as the case may be, until all payments therefore are made by Client
and, until such time, Client agrees that it shall not sell, transfer, pledge, or otherwise
dispose of such items without Fiserv’s prior written consent.
	 
	8.	 	Security Interest. Client grants Fiserv a security interest in each component part
of Equipment and the proceeds thereof until the purchase price due Fiserv is paid in full.
Client shall execute any instruments or documents Fiserv deems appropriate to protect the
security interest and, in any event, this Exhibit shall constitute a financing agreement
within the meaning of Article 9 of the Uniform Commercial Code and a copy of this Exhibit may
be filed at any time after signature by Fiserv as a financing statement for that purpose. In
the event of default in payment or other breach by Client, Fiserv shall have all rights and
remedies of a secured creditor upon default as provided by applicable law. Fiserv shall, at
its sole expense, file releases for any financing statements recorded pursuant to this Exhibit
promptly upon receipt of final payment.
	 
	9.	 	Acceptance. Equipment shall be deemed to have been accepted when it has passed
either Fiserv’s or Supplier’s standard post-installation test procedures at the Installation
Site .







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted
material has been filed separately with the SEC pursuant to Rule 24b-2.




Page 18 of 41









 
















	10.	 	Warranties. Fiserv warrants that Client will acquire good and clear title to all
hardware items comprising Material free and clear of all liens and encumbrances. Fiserv
warrants the equipment purchased and installed will perform at the standards set forth in
separate agreements pertaining to the intended use of the equipment. Fiserv hereby assigns to
Client all warranties Supplier has granted to Fiserv with respect to Material as set forth on
each Exhibit B — n. Client hereby agrees to all of the terms and conditions applicable to those
warranties and acknowledges that:






	 	(a)	 	Neither Supplier nor Fiserv warrants that use of Material will be uninterrupted or
error free; and
	 
	 	(b)	 	Supplier’s warranties, and the assignment of such warranties by Fiserv to Client,
shall not impose any liability on Fiserv due to the services or assistance provided to
Client by Fiserv with respect thereto .






Page 19 of 41









 











Exhibit C




Software Products




WHEREAS, Fiserv is the licensor of Software (as defined below), and




WHEREAS, Client wishes to install and Use (as defined below) Software in Client’s premises.




NOW, THEREFORE, the parties hereto agree as follows:




 





1. Definition of Terms.





	 	(a)	 	‘Computer System’ means the manufacturer-supplied equipment and software identified
on each Exhibit C – n.
	 
	 	(b)	 	‘Documentation’ means the Software documentation specified on each Exhibit C – n.
	 
	 	(c)	 	‘Enhancements’ means modifications made to Software that add program features or
functions not originally within the Software and that are provided upon payment of
additional License Fees. Fiserv reserves the right to determine which changes are upgrades
or separately priced enhancements.
	 
	 	(d)	 	‘Location’ means only the premises identified on each Exhibit C – n.
	 
	 	(e)	 	‘Maintenance Fee’ means the annual fee specified in each Exhibit C – n for
Maintenance Services.
	 
	 	(f)	 	‘Maintenance Services’ means maintenance services described in Section 4 below.
Maintenance Services are available only with respect to the current release of Software.
	 
	 	(g)	 	‘Non-conformity’ means a failure of Software to perform in substantial accordance
functions described in the Documentation.
	 
	 	(h)	 	‘Operational Support’ means optional Fiserv services available, at Client request,
to support Client’s Software operation. Operational Support shall only be available if
Client is receiving Maintenance Services.
	 
	 	(i)	 	‘Professional Service Fees’ means fees specified in each Exhibit C – n for
professional services provided by Fiserv.
	 
	 	(j)	 	‘Software’ means the standard, unmodified computer programs in object code, unless
otherwise specified on each Exhibit C – n, together with one set of Fiserv standard
documentation. Software does not include separate, independent, and stand-alone modules or
subsystems that Client has developed and maintained without Fiserv’s assistance.
	 
	 	(k)	 	‘Software System’ means the Software and Third Party Software.
	 
	 	(l)	 	‘Special Maintenance Services’ means any other maintenance services as specified in
Exhibit C – n.
	 
	 	(m)	 	‘Third Party’ means any party other than Fiserv, Client, and their respective
employees, agents, and subcontractors.
	 
	 	(n)	 	‘Third Party Software’ means software provided by Fiserv that is owned or licensed
by Third Parties, where applicable, as identified on Exhibit C – n.
	 
	 	(o)	 	‘Total License Fee’ means the total sum specified in each Exhibit C – n for
Software. Any fees for modifications, enhancements, upgrades, or additions to Software are
excluded from this Exhibit unless otherwise specified.
	 
	 	(p)	 	‘Upgrades’ means changes made to maintain compatibility with new system software
releases or to improve previously existing features and operations within Software. This
primarily includes Software program fixes.
	 
	 	(q)	 	‘Use’ means copying or loading any portion of Software from storage units or media
into any equipment for the processing of data by Software, or the operation of any
procedure or machine instruction utilizing any portion of either the computer program or
instructional material supplied with Software at the Location. Use is limited to type of
operations described in Fiserv documentation solely to process Client’s own work. Use
specifically excludes any service bureau or time-share services to Third Parties without
prior written consent by Fiserv and payment by Client of additional fees in accordance with
mutually agreed terms.





Page 20 of 41




 









 










2. License.





	 	(a)	 	Fiserv agrees to furnish Software to Client and does hereby grant to Client a
personal, non-exclusive, nontransferable License to Use the Software at the Location on the
designated Computer System (i) to process the designated number of accounts; or (ii) by the
maximum number of users; as specified in each Exhibit C – n.
	 
	 	(b)	 	Client may change the Location in the event Client transfers its data processing to
a new location within the same country. Client will provide Fiserv with 60 days’ advance
notice of any proposed transfer of operations. Assistance by Fiserv related to the
transfer shall be chargeable at Fiserv’s then current professional service rates. Client
shall reimburse Fiserv for any out-of-pocket expenses.
	 
	 	(c)	 	Fiserv prohibits the copying of any portions of the Software System except that
Client may copy reasonable quantities of any standard end user documentation; and may copy
machine language code, in whole or in part, in reasonable quantities, in printed or
electronic form, for use by Client at the Location for archive, back-up, or emergency
restart purposes, or to replace copy made on defective media. The original, and any copies
of Software, or any part thereof, shall be Fiserv’s property.
	 
	 	(d)	 	Client shall maintain any such copies and the original at the Location and one
Client archive site in the same country. Client may transport or transmit a copy of
Software from the Location or the Archive Site to another location in the same country as
the Location for back-up use when required by Computer System malfunction, provided that
the copy or original is destroyed or returned to the Location or Archive Site when the
malfunction is corrected. Client shall reproduce and include Fiserv’s copyright and other
proprietary notices on all Software System copies made, in whole or in part, in any form.
	 
	 	(e)	 	Client shall not decompile, disassemble, or otherwise reverse engineer the Software
System.
	 
	 	(f)	 	Third Party Software is provided to Client under the following supplemental terms:






	 	(i)	 	Use of Third Party Software shall be restricted to use as part of the Software
System.
	 
	 	(ii)	 	Third Party Software owners shall not be liable for any damages, whether
direct, indirect, incidental, or consequential arising from the use of Third Party
Software.
	 
	 	(iii)	 	Publication of benchmark tests of Third Party Software is permitted only in a
writing signed by an authorized officer of Fiserv and the Third Party Software owner.
	 
	 	(iv)	 	Third Party Software owners are hereby designated as third party beneficiaries
of this Exhibit as it relates to their software.
	 
	 	(v)	 	Third Party Software is not specifically developed, or licensed for use in any
nuclear, aviation, mass transit, or medical application or in any inherently dangerous
applications. Third Party Software owners and Fiserv shall not be liable for any
claims or damages arising from such use if Client uses the Software System for such
applications.






	 	(g)	 	Client shall obtain and maintain at its own expense such data processing and
communications equipment and supplies as may be necessary or appropriate to facilitate the
proper use of the Software System.





3. Professional Services Terms.





	 	(a)	 	Fiserv agrees to provide Client with access to Fiserv’s professional personnel at
the rates identified in the Professional Services Fee table in each Exhibit C – n.
Modifications to the Software shall be rendered as Development Services in accordance with
Exhibit E.
	 
	 	(b)	 	If requested by Client and if applicable, and subject to a mutually agreed upon
implementation, Fiserv agrees to provide Operational Support at the rates specified in
Exhibit C – n. Operation Support may include the following services:






	 	(i)	 	Operational Support Services






	 	A.	 	Warehouse Server System Administration
	 
	 	B.	 	Analysis Server System Administration
	 
	 	C.	 	Database Administration
	 
	 	D.	 	InformEnt Administration






	 	(ii)	 	Design and Planning Services






	 	A.	 	Warehouse Server
	 
	 	B.	 	Analysis Server





Page 21 of 41




 









 










4. Maintenance Services Terms.





	 	(a)	 	Fiserv will provide the following maintenance services to Client:






	 	(i)	 	Up to * for telephone support during normal business hours for reasonable
operator support. For telephone support over * or not during normal business hours,
Client will be charged Fiserv’s then standard professional service rates.
	 
	 	(ii)	 	On-site support, when requested by Client, will be provided at Fiserv’s then
standard professional service rates.
	 
	 	(iii)	 	Software program fixes to correct Software Non-conformities for the current
release will be provided within a reasonable period of time upon notice by Client.
Client agrees to provide Fiserv with reasonable assistance and information in
connection therewith.
	 
	 	(iv)	 	Software Upgrades will be provided to Client.
	 
	 	(v)	 	Training for updates may be offered to Client at Fiserv’s standard professional
service rates. If such training is conducted at the Location or other Client site,
Client agrees to reimburse Fiserv for its reasonable travel and out-of-pocket expenses.






	 	(b)	 	The term for Maintenance Services shall begin upon the earlier of installation or
90 days from Software delivery and shall end upon termination of each Exhibit C-n.
	 
	 	(c)	 	Fiserv may utilize remote diagnostic software and dial-up telephone lines in
providing these services. Client shall cooperate and assist Fiserv to expedite resolution
of all Non-conformities. Access to Client’s computer systems via dial up access will be
used exclusively for the purpose of diagnostics and will protect the access methodology
from any non Fiserv entity.
	 
	 	(d)	 	Should Fiserv’s review of the Non-conformity indicate, in Fiserv’s reasonable
opinion, that the reported problem is not a Software defect but is due to other problems
including, but not limited to, input not in accordance with specifications, Client’s abuse
or misuse of the Software System, or by a modification or addition to the Software System
not performed by Fiserv, or by Client’s failure to properly maintain the Computer System or
to install the required system software release as instructed by Fiserv, then:






	 	(i)	 	Client agrees to reimburse Fiserv for the related costs of work performed by
Fiserv in investigating the problem at Fiserv’s then standard professional service
rates, and
	 
	 	(ii)	 	Fiserv, at Client’s request, shall advise Client whether Fiserv can correct or
assist in resolving such problem, and the terms under which Fiserv shall undertake the
same. Upon acceptance by Client, Fiserv shall correct or assist in resolving the
problem in accordance with such terms.






	 	(e)	 	Maintenance Fees shall be subject to annual increases on the anniversary date of
this Agreement upon 30 days written notice to Client.
	 
	 	(f)	 	Network-related problems are not covered under Fiserv’s Maintenance Service. In
the event Fiserv does provide such service, Client agrees to pay Fiserv’s then standard
professional service rates.
	 
	 	(g)	 	Maintenance services in addition to those specified in this Section may be made
available at Fiserv’s then standard professional service rates on a mutually agreed
schedule.





5. Equipment Terms.





	 	(a)	 	Client agrees to purchase, and Fiserv agrees to sell, the Computer System described
in Exhibit C – n in accordance with the terms specified in Exhibit B. Fiserv shall arrange
for installation of the Computer System in consideration of the Installation Fees listed on
Exhibit C – n and Exhibit B.
	 
	 	(b)	 	Unless the parties agree otherwise, Fiserv shall not be responsible for the
provision of any maintenance or repairs to the Computer System or of any parts or
replacements for the Computer System.





6. Performance.





	 	(a)	 	Client shall give Fiserv full access to the Location, the Software System, and the
Computer System to enable Fiserv to provide Services and shall make available information,
facilities, and services reasonably required by Fiserv for the performance of its
obligations hereunder.
	 
	 	(b)	 	Work in determining the nature of any problem or in making corrections, amendments,
or additions to the Software System may be carried out at Fiserv’s site or the Location, at
Fiserv’s option. Fiserv agrees to protect







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.





Page 22 of 41




 









 










the integrity and security of any Client information resident on Client hardware during the
time of any such diagnostics being performed.




	 	(c)	 	Client agrees to maintain the Computer System, Software, and Third Party Software
in accordance with Fiserv’s then current specified minimum configuration during the term
hereof, or contract with Fiserv to so provide.





7. Warranties.





	 	(a)	 	Fiserv warrants that Software will perform in accordance with its functional
specifications when operated in the specified operating environment as described in the
Documentation. Fiserv will provide replacements or corrections to Software that does not
so perform where such failure is material, provided Fiserv is notified in writing. This
warranty shall not apply if the problem is caused by unauthorized modification to the
Software System, use of the Software in combination with non-Fiserv provided software, or
by incorrect Use. Client acknowledges that the Software System is designed to operate on
the Computer System and that the warranties given by Fiserv are conditional upon the
procurement and maintenance by Client of the Computer System in accordance with the then
current specified configuration.
	 
	 	(b)	 	Fiserv warrants that it has the right to License the Use of Software.





8. Indemnity.





	 	(a)	 	Fiserv shall indemnify Client and hold it harmless against any claim or action
alleging Use of Software infringes a patent, copyright, or other proprietary right of a
Third Party enforceable in the Location. Client agrees to notify Fiserv promptly in
writing of any such claim and grants Fiserv sole right to control the defense and
disposition of such claim.
	 
	 	(b)	 	If, as a result of such claim, Fiserv or Client is permanently enjoined from using
Software by a final, non-appealable decree, Fiserv, at its sole option and expense, may (i)
procure for Client the right to continue to use Software or (ii) provide a replacement or
modification for Software so as to settle such claim. If Software modification is not
reasonably practical in Fiserv’s sole opinion, Fiserv shall discontinue and terminate this
License upon written notice to Client and shall refund to Client the Total License Fees
paid to Fiserv. In making this determination, Fiserv will give due consideration to all
factors, including financial expense.
	 
	 	(c)	 	The foregoing states Fiserv’s entire liability for the infringement of any
copyrights, patents, or other proprietary rights by Software or any part thereof, and
Client hereby expressly waives any other liabilities on the part of Fiserv arising
therefrom.
	 
	 	(d)	 	Fiserv shall have no liability for any claim based upon






	 	(i)	 	Use of any part of Software in combination with materials or software not
provided by Fiserv; or
	 
	 	(ii)	 	Modifications made by Client or any Third Party.





9. Title.





	 	(a)	 	Nothing in this Exhibit shall convey to Client any title to or any rights in
Software, including but not limited to all proprietary rights or ownership of any
modifications. Client’s sole right in relation to Software or any modifications is Use of
the same in accordance with the terms and conditions hereof.
	 
	 	(b)	 	The Software System and all modifications, enhancements, or upgrades made thereto,
and all patents, copyrights, or other proprietary rights related to each of the above are
the sole and exclusive property of Fiserv or its suppliers, whether made by Fiserv, Client,
or any of their employees or agents. Client shall execute documents reasonably required by
Fiserv to perfect such rights.
	 
	 	(c)	 	All information, reports, studies, object or source code, flow charts, diagrams,
and other tangible or intangible material of any nature whatsoever produced by or as a
result of any of the services performed hereunder by Fiserv or jointly with Client, shall
be the sole and exclusive property of Fiserv or its corporate parent. Client shall be
entitled to Use all such work product produced by Fiserv in accordance with the terms and
conditions hereof.





10. Termination.





	 	(a)	 	The termination of this Agreement shall automatically, and without further action
by Fiserv, terminate and extinguish the License, and all rights in and to the Software
System shall automatically revert irrevocably to Fiserv. Fiserv shall have the right to
take immediate possession of the Software System and all copies thereof wherever located
without further notice or demand.





Page 23 of 41




 









 











	 	(b)	 	If Client violates any of the Non-Assignment, License, or Use provisions of this
Exhibit, or confidentiality provisions of the Agreement as relates to Software, and fails to
remedy any such breach within 5 days of notice thereof from Fiserv, Fiserv may terminate
this Exhibit without further notice.





11. Non-Assignment.





	 	(a)	 	In the event of the sale of 50% or more of Client’s common stock, or the sale of
all or substantially all of Client’s assets, or in the event of any merger in which Client
is not the surviving organization, Client may transfer this Exhibit and upon Fiserv’s prior
written consent (which consent shall not be unreasonably withheld) and upon payment of a
mutually agreed to additional license fee for such transfer.
	 
	 	(b)	 	If the organization acquiring Client’s common stock, assets, or surviving a merger
is an organization deriving more than 5% of its gross revenues from providing service
bureau, time share, computer software consulting services, computer software licensing, or
computer hardware sales, Fiserv shall be under no obligation to consent to such transfer.





Page 24 of 41




 









 










Exhibit C – 1




Fiserv Account Sales and Teller




1. Term.





	 	(a)	 	License Term. The term of the License grant shall begin on the Effective
Date and shall continue co-terminous with the Agreement.
	 
	 	(b)	 	Maintenance Term. The term for Maintenance Services shall begin upon the
date Client first uses the License and shall continue co-terminous with the Agreement.
	 
	 	(c)	 	Professional Services. Upon request at a rate of *.





	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	Modules
	 	 	FAST Account Sales and Teller	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Number of Workstations
	 	 	*	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Computer System: Branch Fileserver

	 	 	Pentium 233 MHz
	 	 	 
	 

	 	 	(minimum configuration)
	 	 	Disk space dependant upon transaction volumes and archiving options64 MB ECC RAM
	 	 	 
	 

	 	 	 	 	 	Windows NT 4.0 (service pack 3)	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Computer System: Workstation

(minimum configuration)
	 	 	Pentium 233 MHz

150 MB available

128 MB RAM

SVGA 800 x 600

Windows 2000 Professional (Service Pack 3)	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Computer System: Validation Printers
	 	 	Addmaster IJ1000
	 	 	 
	 

	 	 	 	 	 	Addmaster IJ2040 (Limited Support)
	 	 	 
	 

	 	 	 	 	 	Addmaster IJ3160
	 	 	 
	 

	 	 	 	 	 	Addmaster IJ5000 (Limited Support)
	 	 	 
	 

	 	 	 	 	 	Epson TM-U375
	 	 	 
	 

	 	 	 	 	 	Craden DP8
	 	 	 
	 

	 	 	 	 	 	Craden DP9	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Computer System: Passbook Printers
	 	 	NCR 5223

Craden DP6

Craden DP8

Craden DP9	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Computer System: Document Printers
	 	 	HP Laser Jet III or higher

Any printer with HP PCL5 support using standard driver	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Unit License Fee
	 	 	*	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Third Party Software
	 	 	Crystal Reports

RUMBA Terminal Emulation Software

Bankers Systems Electronic Forms (Optional)	 	 	 
	 	 	 	 	 	 	 	 







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.





Page 25 of 41




 









 










2. Maintenance Services.




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	Modules
	 	 	FAST Account Sales and Teller	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Maintenance Fee
	 	 	*	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Installed Seats
	 	 	*	 	 	 
	 	 	 	 	 	 	 	 






	 	(a)	 	Maintenance will be billed for the number of installed seats each month.
	 
	 	(b)	 	Client shall notify Fiserv as to the number of installed seats on or before
December 31st of each calendar year.







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.





Page 26 of 41




 









 










Exhibit C – 2




Customer Service and Call Center Solution




     1. License.



	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	Modules
	 	 	Contact Management (includes 1 workflow designer license),
Campaign Management, and Email Management	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Computer System: Workstation

(Minimum configuration)
	 	 	Pentium 4 1.8 GHz or greater

256MB of RAM 512 recommended

500MB of free disk space

Video resolution 1024 by 768 with 17’ monitor

Internet Explorer 6.0 sp1 (128 bit required)

Supported operating systems: Windows 2000 with SP4; and XP	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Computer System:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Database/Notification
Server Recommendation

(Up to 1000 users)
	 	 	Dell PowerEdge 2650

Dual 3.2 GHz Xeon w/2MB Cache

4GB DDR 266MHZ Total DDR memory, 2X2 GB DIMMS

PERC3-DI 2 Internal Channel On-board RAID Controller 128MB Cache

Split Backplane, RAID 1/RAID 5

(2) 36GB Ultra 320 SCSI 15K RPM Hard Drive (mirrored OS)

(3) 73GB Ultra 320 SCSI 15K RPM Hard Drive (RAID5 Data)

1.44MB Floppy Disk Drive Included

24x IDE CD-RW/DVD ROM

Dual 10/100/1000 — Copper NIC Card

Redundant power supply

Standard Keyboard & mouse


Red Hat Enterprise Linux ES 3.0

3 yr Red Hat Network Subscription

3yr Gold support on-site 4hr response	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Application/Web Server Recommendation
	 	 	(2) Dell PowerEdge 2650



Dual 3.2 GHz Xeon w/2MB Cache

8GB DDR 266MHZ Total DDR memory, 4X2 GB DIMMS

PERC3-DI 2 Internal Channel On-board RAID Controller 128MB Cache
RAID 1	 	 	 
	 

	 	 	 	 	 	(2) 36GB Ultra 320 SCSI 10K RPM Hard Drive (mirrored OS)	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 1.44MB Floppy Disk Drive Included
 24x
IDE CD-RW/DVD ROM

Dual 10/100/1000 — Copper NIC Card
	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Redundant power supply	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Standard Keyboard & mouse

Red Hat Enterprise Linux ES 3.0	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Location
	 	 	TBD	 	 	 
	 	 	 	 	 	 	 	 





Page 27 of 41




 









 










	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	Total License
	 	 	*	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Seat Limitations
	 	 	*	 	 	 
	 	 	 	 	 	 	 	 





2. Professional Services.




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	Professional Service Fees
	 	 	Standard implementation services estimate is* .
Reasonable out-of-pocket expenses are Client’s
responsibility.	 	 	 
	 	 	 	 	 	 	 	 





3. Maintenance Services.




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Modules
	 	 	Contact Management, Campaign Execution, and E-mail Management	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Annual Maintenance Fee
	 	 	*	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Initial Annual Support service fees will begin due upon
delivery of the Licensed Programs or 90 days after the
execution of this Exhibit, whichever date comes first.	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Technical support for any database changes that may be
required as part of a software upgrade for training/test
system will be invoiced at a cost of *, plus reasonable
out-of-pocket expenses.	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Client agrees to pay an additional annual maintenance fee *.	 	 	 
	 	 	 	 	 	 	 	 





4. Third Party Software




	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Description
	 	 	Oracle Standard Edition (Application specific;
assumes a four processor production server)	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Location
	 	 	TBD	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Total License Fee
	 	 	*	 	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	Annual Maintenance Fee
	 	 	*	 	 	 
	 	 	 	 	 	 	 	 





5. Additional Terms and Conditions.





	 	(a)	 	*
	 
	 	(b)	 	License fees are due upon Exhibit execution.
	 
	 	(c)	 	Any increases in fees for third party components will result in an increase as
Fiserv incurs them.
	 
	 	(d)	 	*
	 
	 	(e)	 	Standard Implementation. A Fiserv Implementation Project Consultant will
be assigned to train the Client’s project leader. The Fiserv consultant will train the
client on how to build, prepare and test the Contact Management application. The Client’s
responsibilities include: gathering and documenting workflow data, building all system
tables, validating and testing the system, coordinating technical resources, and managing
the project by being the liaison between their organization and Fiserv.
	 
	 	(f)	 	Section 4 of Exhibit C shall be amended so that Maintenance Services for this
Exhibit C – 2 shall be automatically renewed * .







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.





Page 28 of 41




 









 











	 	(g)	 	This agreement does not include the costs of PCs, servers and supporting software
required: Microsoft Office products, including Word, Excel, Visio, and Front Page.
	 
	 	(h)	 	* found herein from Fiserv list prices will be applicable to the software
license fees throughout the term of the agreement. Exceptions to this include any third
party software license and software maintenance, any new modules not currently listed in
the agreement, all professional services, and any hardware.







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.





Page 29 of 41





 









 













Exhibit C — 3




InformEnt




1. License.




	 	 	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Modules	 	 	InformEnt Suite includes:	 
	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	Standard SourceOne Data Mappings	 
	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	Financial Services Model	 
	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	PowerShare	 
	 	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	KnowledgeShare	 
	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Computer System	 	 	To be determined based on business requirements and
account volumes, subsequent to this Exhibit C-3
execution.	 
	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Location	 	 	TBD	 
	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	InformEnt Modules	 	 	User Type	 	 	Quantity *	 	 	License *	 	 	Extended License *	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Financial Services Model

	 	 	Server	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	PowerShare

	 	 	Named Administrator	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	PowerShare

	 	 	Named Developer	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	KnowledgeShare

	 	 	Named Viewer	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





2. Annual Maintenance.




	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	InformEnt Modules	 	 	Quantity *	 	 	Unit Maintenance *	 	 	Extended Maintenance *	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Financial Services Model
	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	PowerShare-Named Administrator
	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	PowerShare-Named Developer
	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	KnowledgeShare-Named Viewer
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total
	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 





3. Professional Services.




	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Professional Service Fees

	 	 	Standard implementation services estimate is * Additional days will be invoiced at * .
Reasonable out of pocket expenses are Client’s responsibility.	 
	 	 	 	 	 	 







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.




Page 30 of 41









 















4. Monthly Operational Support.




	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Operational Support Fees

	 	 	Initial operational support fee estimate *. Additional hours will be invoiced at *.	 
	 	 	 	 	 	 





5. Third Party Software.




	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Description

	 	 	Oracle 9 (Application specific)
	 	 	 
	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Location

	 	 	*	 	 	 
	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Total License Fee

	 	 	*	 	 	 
	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	Annual Maintenance Fee

	 	 	*	 	 	 
	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 





6. Additional Terms and Conditions.





	 	(a)	 	*.
	 
	 	(b)	 	*.
	 
	 	(c)	 	Fiserv agrees to the following fees for Contact * . Pricing does not include
adjustment for third party fee increases, e.g. PowerShare, KnowledgeShare, Oracle, etc.
Pricing will be adjusted to include any applicable increases immediately prior to Exhibit
C-3 execution. License fees are due upon Exhibit execution, but no later than * .
	 
	 	(d)	 	Any increases in fees for third party components will result in an increase as
Fiserv incurs them. Included in the license fee is the Standard SourceOne interface.
Pricing does not include the costs for Fiserv to produce reports and does not include any
integration costs to other third party systems. Additional interfaces may be provided
through customization and a time and cost estimate will be developed for each additional
interface.
	 
	 	(e)	 	Section 4 of Exhibit C shall be amended so that Maintenance Services for this
Exhibit C-3 shall be automatically renewed unless Client provides 90 days prior written
notice to Fiserv that Client wishes to discontinue Maintenance Services for this Exhibit C
– 3.
	 
	 	(f)	 	Oracle Software license pricing is developed based on the number of processors.
Software pricing will be developed at time of development of final hardware quote, based on
Client’s unique requirements.
	 
	 	(g)	 	Telecom pricing is not included and will be developed based on Client’s business
requirements and volumes immediately prior to Exhibit execution.
	 
	 	(h)	 	* found herein from Fiserv list prices will be applicable to the software license
fees throughout the term of the agreement. Exceptions to this include any third party
software license and software maintenance, any new modules not currently listed in the
agreement, all professional services, and any hardware.







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.




Page 31 of 41









 















Exhibit D




E-Commerce Services




Client agrees with Fiserv as follows:





	1.	 	Services. Fiserv will provide Client the Remote Banking Services (“Remote
Banking Services”), Internet Web Design Services (“Web Design Services”), and Internet Web
Hosting Services (“Web Hosting Services”), (collectively, “E-Commerce Services”) as
specified in Exhibit D — 1.
	 
	2.	 	Fees. *.
	 
	3.	 	Equipment and Supplies. Client shall obtain and maintain at its own expense
such equipment as may be necessary or appropriate to facilitate the proper use and receipt of
E-Commerce Services. * .
	 
	4.	 	Service Modifications. In connection with Fiserv’s provision of E-Commerce
Services, either party may terminate E-Commerce Services, or any part thereof, immediately
upon notice to the other party of any legislative, regulatory, or judicial (i) impairment of
the provision thereof; and/or (ii) restrictions or conditions that would materially affect the
integrity thereof.
	 
	5.	 	Effect of Termination. Upon any termination or expiration of this Exhibit,
Client shall continue to be responsible for fees related to E-Commerce Services unless Fiserv
receives written notice to delete Client Files from the Fiserv System. Client shall continue
to be responsible for all data communications and modem fees until (i) all circuits are
disconnected and the telecommunications company ceases invoicing Fiserv; and (ii) Fiserv
receives back all equipment supplied to Client by Fiserv.
	 
	6.	 	Trademark and Content License. Client hereby grants to Fiserv a non-exclusive,
non-assignable right to use Client’s trademarks, trade names, service marks, service names
(collectively, “Trademarks”), and Content (as defined below) in connection with Fiserv’s
provision of E-Commerce Services. Client will indemnify and hold harmless Fiserv, its
officers, directors, employees, designated supplier, and affiliates against any claims or
actions arising out of Fiserv’s use of Trademarks and/or Content.
	 
	7.	 	Regulatory Compliance. Client shall use E-Commerce Services only in
conjunction with lawful purposes. Client agrees not to use E-Commerce Services for any
activities in violation of any laws or regulations, including, but not limited to, wrongful
transmission of copyrighted material, sending of threatening or obscene materials, or
misappropriation of exportation of trade or national secrets.
	 
	8.	 	Client Warranties. Client represents and warrants that (a) any work, content,
or information (“Content”) provided to Fiserv is either original or that Client has the legal
right to provide such Content; and (b) Content doesn’t impair or violate any intellectual
property or other rights of Fiserv or any third party. Client will indemnify and hold
harmless Fiserv, its officers, directors, employees, designated supplier, and affiliates
against any claims or actions arising out of any breaches of the foregoing; or any improper
use of information gathered through any co-branded site as part of E-Commerce Services.
Client acknowledges that Fiserv shall not monitor, review, or approve any Content. Client
acknowledges that access to E-Commerce Services shall be across public and private lines and
that Fiserv has no control over such lines or the information available from non-Fiserv
sources.
	 
	9.	 	Technical Support. Client agrees to provide all end user technical support.
Fiserv will provide “second level” Technical Support to Client’s user support representatives.
“Technical Support” means Fiserv will take an initial technical support inquiry from Client
and initiate the troubleshooting process. Fiserv shall use commercially reasonable efforts to
determine the source of technical support issues, and to remedy the issue. Technical Support
is available as described in the Exhibits.







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.




Page 32  of 41









 















Exhibit D – 1 




E-Commerce Services Description




1. Services.





	 	(a)	 	Fiserv will provide Client access to E-Commerce Services via internet browser
and/or Telephone Banking, to communicate with the Fiserv System. Client’s customers may
access and conduct certain business transactions to their enabled accounts from their PC(s)
or telephone(s).
	 
	 	(b)	 	Fiserv will provide the following functions:






	 	(i)	 	Sign on Authorization
	 
	 	(ii)	 	Account History for Demand and Savings accounts
	 
	 	(iii)	 	Bill Payment via Internet and/or Telephone Banking
	 
	 	(iv)	 	E-mail interface from customer to Client (if Client uses Fiserv as its Internet Services Provider)
	 
	 	(v)	 	Account Summary for Demand, Savings, Installment Line of Credit, and Mortgage
Banking accounts
	 
	 	(vi)	 	Funds Transfer
	 
	 	(vii)	 	Stop Payments
	 
	 	(viii)	 	Check Reorders
	 
	 	(ix)	 	Reports (detailed on Exhibit D – 3 hereto)
	 
	 	(x)	 	Transaction history downloaded to Quicken or MS Money in QIF format






	 	(c)	 	Upon reasonable request by Client and acceptance by Fiserv, * .
	 
	 	(d)	 	Client acknowledges and understands that E-Commerce Services may be subject to
unavailability due to congestion or overload on public circuits supplied by third parties
or due to downtime by such third parties.
	 
	 	(e)	 	Fiserv agrees to provide Second Level Customer Support to Client. “Second Level
Customer Support” is defined as whereby Fiserv, during normal business hours, assists
Client in resolving customer support issues related to the normal operation of Remote
Banking Services that Client is unable to adequately resolve directly with the customer.
Fiserv’s sole obligation is to provide timely response to Client for requests for Second
Level Customer Support. In no event is Fiserv obligated to contact or receive support
calls from Client’s customers to provide support for Remote Banking Services.
	 
	 	(f)	 	As part of Fiserv’s one-time Remote Banking implementation fee, Fiserv shall
provide one day of on-site training, comprised of a general system overview,
administration, and end user training in the use of E-Commerce Services. Client
acknowledges and agrees to reimburse Fiserv for reasonable travel, boarding, and meal
expenses incurred for such on-site training. Client further acknowledges that additional
training, project management, and consulting may be obtained from Fiserv at the rates
specified in Exhibit D – 2.





2. Client Responsibilities.





	 	(a)	 	Client will facilitate timely cooperation between any necessary third parties in
order for Fiserv to provide E-Commerce Services.
	 
	 	(b)	 	Client will provide Fiserv the applicable domain name for Remote Banking Services,
if applicable.
	 
	 	(c)	 	Client will establish a web site using Client’s vendor of choice using a Client
designated operable domain name.
	 
	 	(d)	 	Client will review and approve all applications for use of E-Commerce Services,
using any validation procedures Client determines, in its sole discretion, are necessary to
ensure the financial integrity of a participating customer.
	 
	 	(e)	 	Client will obtain from each customer with access to E-Commerce Services (a) a
written application, the form of which will be provided to Fiserv; and (b) a written
agreement sufficient to enable Client to comply with its obligations under this Exhibit,
the form of which will be approved by Fiserv, with such agreement specifying the E-Commerce
Services to be provided and customers’ obligations in using E-Commerce Services.
	 
	 	(f)	 	Client is, and shall remain, solely and exclusively responsible for any and all
financial risks, including, without limitation, insufficient funds, associated with each
customer accessing E-Commerce Services. Fiserv shall not be liable in any manner, for (1)
merchant late charges or (2) lost or misdirected customer bill payments, unless all Fiserv
merchant setup policies and bill payment entry policies are followed by Client and Fiserv
commits a 







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.




Page 33 of 41









 
















	 	 	 	wrongful act or omission to its stated policy as defined in Fiserv’s Bill Payment
Operations Policy Manual. In no event shall Fiserv’s responsibilities for such penalties or late fees exceed * . Client shall be
responsible for any late charges imposed by merchants or payees. Client shall instruct
users of Bill Payment Services that payments should be initiated in advance of the due date
by the number of days defined with the Fiserv Bill Payment Operations Manual in order to
avoid the possibility of late payment and associated late charges.
	 
	 	(g)	 	Client acknowledges that Section (f)(2) will only apply if Client elects to use
Fiserv’s back room operations facility for Bill Payment fulfillment. If Client elects to
perform this function Section (f)(2) will not apply.
	 
	 	(h)	 	Client will use, and will instruct its customers to use, E-Commerce Services in
accordance with such reasonable rules as may be established by Fiserv from time to time as
set forth in any materials furnished by Fiserv to Client.
	 
	 	(i)	 	Client assumes exclusive responsibility for the consequences of any instructions it
may give to Fiserv, for Client’s or its customers failures to properly access Remote
Banking Services in a manner prescribed by Fiserv, and for Client’s failure to supply
accurate input information, including, without limitation, any information contained in an
application.
	 
	 	(j)	 	In the event that Client elects to utilize Fiserv’s back room facility for Bill
Payment fulfillment, Client will designate a bank settlement account to be used for the
purposes of settling, in aggregate, the financial transactions requested via E-Commerce
Services. Fiserv shall provide Client with details of the specific transactions, reported
similarly as other transactions may be done, that were a result of access to E-Commerce
Services. Client shall be responsible for auditing and balancing of any settlement
accounts.
	 
	 	(k)	 	In the event that Client elects to utilize Fiserv’s back room facility for Bill
Payment fulfillment, Client will verify and reconcile any out-of-balance condition, and
promptly notify Fiserv of any errors in the foregoing within 24 hours (exclusive of
weekends and applicable holidays) after receipt of the applicable detail report(s) from
Fiserv. If notified within such period, Fiserv shall correct and resubmit all erroneous
files, reports, and other data at Fiserv’s then standard charges, or at no charge, if the
erroneous report or other data directly resulted from Fiserv’s error.
	 
	 	(l)	 	Client is expressly prohibited from extending any warranty or warranties on
Fiserv’s behalf to any person.
	 
	 	(m)	 	Client appoints Fiserv as its agent with the sole discretion for the selection of
an interchange service for Fiserv’s use in providing bill payment services and other
similar third party services, which may, from time to time, become available or be offered
to Client as additional services.
	 
	 	(n)	 	Client agrees to provide first level customer support for E-Commerce Services with
its customers.
	 
	 	(o)	 	Client will be responsible for the payment of all telecommunications expenses
associated with E-Commerce Services.
	 
	 	(p)	 	Client acknowledges and understands its responsibility and liability as they relate
to Client’s access to the Internet. Fiserv assumes no liability or control over the
Internet access of its on-site systems and remote employee or affiliate access.
	 
	 	(q)	 	Client agrees to purchase any necessary equipment or software needed to provide
E-Commerce Services from Fiserv or a Fiserv-approved alternative, and shall be responsible
for maintaining such equipment or software in an operating condition, including any
mandatory maintenance service programs prescribed by Fiserv. Fiserv will provide minimum
specifications for all such equipment or software.







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.




Page 34 of 41









 















Exhibit D – 2




E-Commerce Services Fee Schedule




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	System or Service	 	 	Unit Price *	 	 	 	Description *	 
	 	 	 	 	 	 	 	 	 
	 	Intrusion Attack Testing by Third Party
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Intrusion Attack Testing
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Professional Services
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Telephone Banking
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Flex-Phone VRU
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Bill Payment Accounts
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Non-Bill Payment Accounts
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Auto Open Feature
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Extended Availability
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Implementation
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Maintenance
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Flex-Alert (Automated VRU Monitoring Tool)
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Implementation Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	One Call Feature
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	One Call Feature With Third Call Option
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Two Call Feature
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Two Call Feature With Third Call Option
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Four Call Feature
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Four Call Feature With Third Call Option
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Per Minute Charge
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted
material has been filed separately with the SEC pursuant to Rule 24b-2.






Page 35 of 41









 











	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	System or Service	 	 	Unit Price *	 	 	 	Description *	 	 
	 	 	 	 	 	 	 	 	 
	 	Disaster Recovery Call Activity
	 	 	 	 	 	 	 	 	 	 	 
	 	Call Activity Tier
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Bill Payment Accounts
	 	 	 	 	 	 	 	 	 	 	 
	 	Non-Bill Payment Accounts
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	TB 800# Access
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Bill Payment Services
	 	 	 	 	 	 	 	 	 	 	 
	 	Monthly Merchant Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Account Processing Fees
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Remote Payment Processing System
	 	 	 	 	 	 	 	 	 	 	 
	 	Maintenance
	 	 	 	 	 	 	 	 	 	 	 
	 	Activity
	 	 	 	 	 	 	 	 	 	 	 
	 	Fiserv RPPS Value Added Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Commercial Internet Banking (ManageIT)
	 	 	 	 	 	 	 	 	 	 	 
	 	Monthly Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Retail Internet Banking Solution
	 	 	 	 	 	 	 	 	 	 	 
	 	Classic (BankIT) Account Processing Fees
	 	 	 	 	 	 	 	 	 	 	 
	 	Retail Accounts
	 	 	 	 	 	 	 	 	 	 	 
	 	Commercial Accounts
	 	 	 	 	 	 	 	 	 	 	 
	 	Debit Card Requests
	 	 	 	 	 	 	 	 	 	 	 
	 	Advanced History Activity
	 	 	 	 	 	 	 	 	 	 	 
	 	Memo Activity
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted
material has been filed separately with the SEC pursuant to Rule 24b-2.




Page 36 of 41









 















	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	System or Service	 	 	Unit Price *	 	 	 	Description *	 	 
	 	 	 	 	 	 	 	 	 
	 	Retail Internet Banking (New Platform)
	 	 	 	 	 	 	 	 	 	 	 
	 	Gold Level Account Processing Fees
	 	 	 	 	 	 	 	 	 	 	 
	 	Retail Accounts
	 	 	 	 	 	 	 	 	 	 	 
	 	Commercial Accounts
	 	 	 	 	 	 	 	 	 	 	 
	 	Platinum Level Account Processing Fees
	 	 	 	 	 	 	 	 	 	 	 
	 	Retail Accounts
	 	 	 	 	 	 	 	 	 	 	 
	 	Commercial Accounts
	 	 	 	 	 	 	 	 	 	 	 
	 	Gold/Platinum Level Secure Message Forms
	 	 	 	 	 	 	 	 	 	 	 
	 	Implementation Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	Gold/Platinum Level WebConnect
	 	 	 	 	 	 	 	 	 	 	 
	 	Implementation Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	Gold/Platinum Internet Check Ordering
Interface
	 	 	 	 	 	 	 	 	 	 	 
	 	Deluxe One Check Order/Reorder
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Check Image Interface for Third Party
	 	 	 	 	 	 	 	 	 	 	 
	 	One Time Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	Network Integration and Certification
	 	 	 	 	 	 	 	 	 	 	 
	 	Monthly Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Check Image Interface –ImageSoft -
Nautilus
	 	 	 	 	 	 	 	 	 	 	 
	 	Implementation
	 	 	 	 	 	 	 	 	 	 	 
	 	Network Integration and Certification
	 	 	 	 	 	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Check Image Interface –Titan/eSquared
	 	 	 	 	 	 	 	 	 	 	 
	 	Implementation Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	Monthly Fee
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Professional Services
	 	 	 	 	 	 	 	 	 	 	 
	 	Services/ Modifications
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted
material has been filed separately with the SEC pursuant to Rule 24b-2.




Page 37 of 41









 















Exhibit D – 3




E-Commerce System Reports




	 	 	 	 	 	 
	 	 	 	 	 	 
	 	Internet Banking (Browser-Based) Reports
	 	 	 	 	 	 
	 	n/a

	 	 	NetTracker Reports	 
	 	 	 	 	 	 
	 	CSR Reports
	 	 	 	 
	 	 	 	 	 	 
	 	 

	 	 	Summary Report	 
	 	 

	 	 	Detail Report	 
	 	 

	 	 	View Account Summary	 
	 	 

	 	 	Comprehensive Activity Report	 
	 	 	 	 	 	 
	 	User Reports
	 	 	 	 
	 	 	 	 	 	 
	 	 

	 	 	User Summary	 
	 	 

	 	 	Frequent Users	 
	 	 

	 	 	New Users	 
	 	 

	 	 	Account Registration	 
	 	 

	 	 	User Status	 
	 	 

	 	 	Administrative Activity	 
	 	 

	 	 	Locked Accounts	 
	 	 	 	 	 	 





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Exhibit E




Development Services



Client agrees with Fiserv as follows:





	1.	 	Development Services. Fiserv will provide Client with modifications,
enhancements, and customized programming services (“Development Services”) and associated
items for particular development projects as described in Exhibit E – n (each a “Development
Project”). All Development Services for Development Projects shall be performed in accordance
with the procedures set forth below. Any dates for performance are dependent upon the timely
performance by each party of the tasks assigned under the project plans for such Development
Services.






	 	(a)	 	Business Requirements List. Client shall provide Fiserv with all necessary
information concerning its requirements for Development Services in a Business Requirements
List. Fiserv shall review and suggest revisions to such Business Requirements List on a
timely basis. The parties shall mutually agree in writing on the final Business
Requirements List for any such project.
	 
	 	(b)	 	Functional Specifications. Development Services shall be based upon specifications
created by Fiserv and approved by Client as provided below:






	 	(i)	 	      Fiserv shall develop Functional Specifications based on the Business
Requirements List for Client’s written approval. Fiserv shall not be obligated to
perform any further development work until Functional Specifications are approved in
writing by Client, which approval shall not be unreasonably withheld or unduly delayed.
Fiserv agrees to work with Client to develop the functional specifications to assure
areas of understanding are clear to achieve the expected results by the Client. This
will include conference calls or as necessary, in person meetings with appropriate
Fiserv and Client staff to achieve those objectives. Client shall be responsible for
travel/out or pocket expense in the event meetings are required at the Client site.
	 
	 	(ii)	 	     Modifications, changes, enhancements, conversions, upgrades, or additions to
the agreed upon work beyond those stated in Functional Specifications shall be added
only upon mutual written agreement. In the event the parties agree to add any such
items, the Functional Specifications and applicable Project Plan shall automatically be
modified to the extent necessary to allow for the implementation or provision of the
items.






	 	(c)	 	Project Plan. Fiserv shall develop a Project Plan for each Development
Project based on Functional Specifications. Each such Project Plan shall contain a listing
of the nature and timing of tasks for the project (including the development of an
acceptance test), some of which are to be performed by Fiserv and some by Client. Fiserv
shall utilize its commercially reasonable efforts to meet the dates set forth in the
Project Plan or any replacement thereof. Modifications and changes to the Project Plan
shall be only by mutual written agreement of the parties.
	 
	 	(d)	 	Acceptance Test. Fiserv shall prepare an “Acceptance Test” for the testing
of each Development Project. Client shall timely review the proposed Acceptance Test. The
Acceptance Test shall be adopted once Client’s written approval is given, which approval
shall not be unreasonably withheld or delayed.
	 
	 	(e)	 	Acceptance Testing. Each Development Project shall be deemed successfully
completed by Fiserv upon the completion of the Acceptance Test or by live operation and use
of the Development Project in Client’s business for a period of 10 days, whichever occurs
first. Client agrees promptly to notify Fiserv in writing (and with reasonable
particularity) upon conclusion of testing or earlier upon discovery of any specification
non-conformities disclosed by such testing. Fiserv shall correct any specification
non-conformities disclosed by such testing within a reasonable time of Client’s notice.






	2.	 	Estimated Fees.






	 	(a)	 	Client shall pay Fiserv fees and other charges for each Development Project as
specified in each Exhibit E–n (“Development Fees”). * . The minimum number
of days will be clearly indicated on the estimate.
	 
	 	(b)	 	Client agrees to pay the reasonable travel and living expenses of any Fiserv
employees and Fiserv authorized contractors who render services at any Client site in
connection with each Development Project. All expenses shall be itemized on invoices
submitted by Fiserv. Fiserv agrees to provide estimates of reasonable travel and living
expense for Fiserv employees and/or that of authorized contractors who render services to
Client at any Client site in each development project.
	 
	 	(c)	 	Should Fiserv provide installation, conversion, or training to Client for a
Development Project, the fees therefore shall be as specified on each Exhibit E – n.







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.




Page 39 of 41









 
















	 	(d)	 	Development Fees shall be paid 50% upon execution of each Exhibit E – n and 50%
upon Development Project completion.
	 
	 	(e)	 	Fiserv reserves the right to increase the applicable maintenance fees for the
Fiserv Service to which the Development Project relates. Any such increase will be
disclosed as part of Exhibit E-n.
	 
	 	(f)	 	Fiserv reserves the right to charge Client at Fiserv’s then current professional
services rates for any necessary retrofitting of Development Services when releases of the
Fiserv System(s) to which Development Projects relate are made generally available.
*.






	3.	 	Use of and Rights to Development Projects. All information, reports, studies,
object or source code, flow charts, diagrams, and other tangible or intangible material of any
nature whatsoever produced by or as a result of any of Development Services and Development
Projects shall be the sole and exclusive property of Fiserv or its corporate parent. Client
shall be entitled to use the results of any Development Project in accordance with the terms
and conditions of the Agreement unless otherwise covered in a separate agreement for the
development effort.






	4.	 	Development Project Termination. At Client’s sole option, Client may terminate
any Development Project upon 1 month’s prior written notice to Fiserv, provided that Client
agrees to pay Fiserv for any outstanding Development Fees for Development Services rendered
prior to the effective date of termination. Client will be responsible to pay up to * of the
initial development execution fee paid Fiserv as referenced in 3.(d) as a minimum if the
project is terminated.






	5.	 	Rescheduling. If Client is unable to provide access to required facilities or
personnel or is unable to meet its tasks assigned on a Project Plan in a timely manner, Fiserv
will endeavor to reschedule tasks to minimize non-productive time. All such non-productive
time is chargeable to Client. If such non-productive time is expected to be significant,
Fiserv will endeavor to reassign its personnel to other suitable work. In this event, Client
will not be charged for the time personnel were reassigned.







 




			
	*	 	Indicates that material has been omitted and
confidential treatment has been requested therefor. All such omitted material
has been filed separately with the SEC pursuant to Rule 24b-2.




Page 40 of 41









 















Exhibit F




Item Processing Services



The Item Processing Services Agreement executed July 14, 2004, (Exhibit B) is incorporated into
this Agreement with the intention that it shall form part of the Agreement dated January 1, 2005,
as amended through the date hereof (collectively, the “Agreement”).





	 	1.	 	Terms and Conditions. All terms and conditions included in the above stated
Exhibit B shall remain in effect.






Page 41 of 41