exv10wxby



 






Exhibit 10(b)




AGREEMENT




between




Fiserv Solutions, Inc.

255 Fiserv Drive

Brookfield, WI 53045-5815




and




Fulton Financial Corporation

One Penn Square

Lancaster, Pennsylvania 17602




Date: January 1, 2005




Proprietary and Confidential









 









 













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

(“Fiserv”), and Fulton Financial Corporation, (“Client”).



 



Fiserv and Client hereby agree as follows:





	1.	 	Term. The initial term of this Agreement shall end 6 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 should Client elect to
terminate the Agreement as provided for in Exhibit A, Section 13. Termination. Should neither
party provide notice of non-renewal or termination, this Agreement shall automatically renew
for a renewal 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 – Mortgage 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 mutually agreed upon between Fiserv
and Client 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)	 	estimated fees for Fiserv Services for the following month as specified in the
Exhibits;
	 
	 	(ii)	 	out-of-pocket charges for the month payable by Fiserv for the account of
Client; and
	 
	 	(iii)	 	taxes (as defined below) thereon (collectively, “Fees”).






	 	(b)	 	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. Client agrees to pay
Fiserv the fees for the Fiserv Services specified in the Exhibits. Except if limited in
the Exhibits, such fees may be increased from time to time. Upon prior notification to
Client, Fiserv may increase its fixed fees in excess of amounts listed in the Exhibits in
the event that Fiserv implements major system enhancements to comply with changes in law,
government regulation, or industry practices. Processing fees shall be those host
processing-based fees for Services specifically excluding, but not limited to,
out-of-pocket, pass-through, software licensing and equipment sale fees. Unless expressly




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provided to the contrary in this Agreement, any fees herein do not include out-of-pocket
expenses for any service or product requested by and provided to the Client.




	 	(c)	 	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.
	 
	 	(d)	 	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.
	 
	 	(e)	 	Payment Terms. Fees for Fiserv Services are due and payable monthly upon
receipt of invoice. The invoice will be mailed by the 10th day of each month to
be received 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.






Payment is due to Fiserv no later than the 30th day of each month. In the event
any amounts due remain unpaid beyond the 10th day of the following month, Client shall pay a
late charge of 1.5% per month. Client agrees that it shall neither unreasonably make nor
unreasonably assert any right of deduction or set-off from invoices submitted by Fiserv for
Fiserv Services.




	4.	 	Access to Fiserv Services.






	 	(a)	 	Procedures. Client agrees to comply with applicable regulatory
requirements and 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. Should any such change result in material adverse financial
costs to Client, Client may elect to either not accept the change or terminate the
Agreement.
	 
	 	(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 necessary.
	 
	 	(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
reserves the right to charge Client its standard fee for certification of such items if
they are not already certified as compatible with the Fiserv System.
	 
	 	(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.
	 
	 	(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




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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. 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 non-public Client customer information as adopted by any federal regulatory
agencies having jurisdiction over Client’s affairs.
	 
	 	(f)	 	Confidentiality of this Agreement. Fiserv and Client agree to keep
confidential the prices, terms and conditions of this Agreement, except: (i) for valid
business needs of either party where there is specific written permission from the other
party; and (ii) as hereafter provided:






	 	(i)	 	Acknowledgement of Client’s Required Disclosure. Fiserv acknowledges
that Client may, from time to time, determine that Client is required under applicable
law, including, without limitation, the regulations




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of the Securities and Exchange Commission (the “SEC”) relating to the filing of current
reports on Form 8-K and the filing of periodic reports on Forms 10-K and 10-Q, to: (I)
publicly disclose the entry into, or the amendment or termination of material
agreements, including material terms thereof; or (II) file a copy of this Agreement
(including any Exhibits attached hereto) with one or more Forms submitted by Client to
the SEC, which filing may become a public record. Fiserv agrees that, notwithstanding
any provision of this Agreement to the contrary, if required by law or regulation, such
disclosure with respect to, or the filing of, this Agreement (including any Exhibits
attached hereto) by Client shall not constitute a breach or default of this Agreement on
the part of Client.




	 	(ii)	 	Client Notice to Fiserv of Planned Disclosure. Client agrees to use
its best efforts to provide prior written notice of any such planned public disclosure
or filing to Fiserv. Client shall identify in such a notice: (I) the substance of such
disclosure or filing; (II) either the date on which Client intends to make such
disclosure or filing, or the event, the occurrence of which Client believes will
trigger its obligation to make such disclosure or filing; and (III) the date (the
“Fiserv Request Date”) by which Fiserv must submit to Client any request pursuant to
Subsection (iii) of this Section for confidential treatment with respect to such
disclosure or filing.
	 
	 	(iii)	 	Fiserv Requests for Confidential Treatment. If Fiserv desires Client
to request or apply for confidential treatment with respect to any such disclosure or
filing, Fiserv shall, with respect to each portion of such disclosure or filing for
which confidential treatment is to be requested, provide to Client not later than the
Fiserv Request Date identified in Client’s notice to Fiserv:






	 	A.	 	the specific portions of the disclosure or filing for which Fiserv
desires confidential treatment (the “Fiserv Designated Material”);
	 
	 	B.	 	a specific statement of the grounds upon which Fiserv asserts that the
Fiserv Designated Material is subject to confidential treatment, which grounds
shall be consistent with those permitted or recognized under Rule 406 of the
Securities Act of 1933 and Rule 24b-2 of the Securities Exchange Act of 1934;
	 
	 	C.	 	the duration for which confidential treatment shall be requested with
respect to the Fiserv Designated Material; and
	 
	 	D.	 	in the case of any filing of the Agreement, a copy of the Agreement
with any Fiserv Designated Material omitted, noting in each case, by means of an
asterisk or other mark, the location in the Agreement where any provision has been
redacted or omitted.






	 	(iv)	 	Client Submission of Request for Confidential Treatment. If requested
by Fiserv in the manner set forth in this subsection, Client agrees to request and
apply for confidential treatment for portions of this Agreement as identified by
Fiserv. Fiserv acknowledges that, with respect to any disclosure with respect to, or
filing of the Agreement with the SEC, Client shall be required to file with the SEC a
complete copy of the Agreement, and that any determination of whether such portions of
the Agreement are afforded confidential treatment may be beyond the reasonable control
of Client.






	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.
	 
	 	(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;
	 
	 	(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:




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	 	(i)	 	(A) Services will conform to the specifications set forth in the Exhibits; (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 7 days after Client’s
receipt of the work containing the error. Fiserv will respond to the written request
for correction within 48 hours of receipt of the request. This response will include a
description of the steps that Fiserv will take to isolate and correct the problem.
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 (i) the use by Client of the Fiserv System in a manner other than that
provided in this Agreement; and (ii) 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 (ii) hereof shall not preclude Client’s recovery of
direct damages pursuant to the terms and subject to the limitations of this Agreement.






	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. FISERV’S
AGGREGATE LIABILITY FOR A DEFAULT RELATING TO THIRD PARTY EQUIPMENT OR SOFTWARE SHALL BE
LIMITED TO THE AMOUNT PAID BY CLIENT FOR THE EQUIPMENT OR SOFTWARE *
	 
	 	(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. 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







 




			
	*	 	 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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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.
	 
	 	(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 60 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 data or information 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 the Client’s President that the invoice
remains unpaid and the invoice is not paid in full within ten days of receipt of such
notice. Any invoice submitted by Fiserv shall be deemed correct unless Client provides
written notice to Fiserv within 15 days of the invoice date specifying the nature of the
disagreement.
	 
	 	(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. 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 Client’s average monthly




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invoice (using the three months immediately preceding Fiserv’s receipt of written
notice) by * , 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 six months in advance, specifying the deconversion
date;
	 
	 	(ii)	 	Fiserv may specify a deconversion date (not more than thirty days after the
requested deconversion date), based on its previous commitments and work loads; and






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) by
*.




	 	(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. After notification by the Client in writing,
Fiserv shall be permitted to destroy Client Files. Notification by the Client must be
received within thirty days from the final use of Client Files for processing. In the
event that Client requests Fiserv to retain Client files upon expiration of this Agreement,
Client shall be responsible to pay 50% of the fixed monthly fees due under this Agreement
for a minimum of two months from the expiration date. This provision shall survive the
expiration of this Agreement.
	 
	 	(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.






	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







 




			
	*	 	 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 11









 
















Pennsylvania, 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 Lancaster,
Pennsylvania the proceedings to resolve the second such dispute shall be held in Milwaukee,
Wisconsin,, and the proceedings to resolve any subsequent disputes shall alternate between
Milwaukee, Wisconsin and Lancaster, Pennsylvania.






	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. 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. Any such
subcontractors shall be required to comply with all applicable terms and conditions.
	 
	 	(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 Pennsylvania , 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.




Page 9 of 11









 

















	 	(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 consist of Peoples Bank of Elkton, The Bank, Fulton
Bank, Lebanon Valley Farmers Bank, Delaware National Bank, Lafayette Ambassador Bank,
Swineford National Bank, FNB Bank, Skylands Financial, Hagerstown Trust Company, First
Washington State Bank, Premier Bancorp, and Resource Bank. 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 providing services that are subject
matter of this Agreement. * In no event, however, will Client
transition existing accounts or services covered within the scope of this Agreement from
any existing Fiserv affiliate to the data processing provider of the newly acquired Client
affiliate during the term of this Agreement.
	 
	 	(l)	 	Recruitment of Employees. Client and Fiserv agree not to hire the others’
employees during the term of this Agreement and for a period of 6 months after any
termination or expiration thereof, except with Client’s or Fiserv’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.
	 
	 	(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.




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:
	 
	 	 
	Fulton Financial Corporation

	 	Fiserv Solutions, Inc.








 




			
	*	 	 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 11









 















	 	 	 	 	 	 	 	 	 
	By

	 	/s/
James E. Shreiner	 	 	 	By	 	/s/ Jeff Brandmaier
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Name

	 	James E. Shreiner
	 	 	 	Name
	 	Jeff Brandmaier
	 
	 	 	 	 	 	 	 	 
	Title

	 	Executive Vice President
	 	 	 	Title
	 	President – Fiserv SourceOne
	 
	 	 	 	 	 	 	 	 
	Date

	 	[June 15, 2005]	 	 	 	Date	 	[June 20, 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.






	 	(i)	 	For an Account Processing Services Fixed Monthly Fee of $277,182, 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. For
variably priced services, Fiserv and Client will mutually agree upon holding company
rates, which will be discounted from the standard pricing per service and institution.
The Client understands that the mix of services, volumes and other factors affect the
price that Fiserv charges for its Variable Services.
	 
	 	(ii)	 	Processing Credits. *






	 	(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 agrees not to increase the Account Processing
Services Fixed Monthly Fee for inflation.
	 
	 	(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 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.	 	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.







 




			
	*	 	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 1 of 67









 
















	 	(iii)	 	 Discounted Fees. In the event that Fiserv discontinues a product or service
or outsources a product or service to a third party, the following discounts will
apply. *





	 	 	 
	Client Account Volumes*	 	Per Account Charge*
	 
	 	 






	 	(iv)	 	Conversion Fees. 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, 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 following services:






	 	A.	 	Comprehensive Project Plan for overall project
	 
	 	B.	 	Application Conversion Task Plans for each converting application
	 
	 	C.	 	Automatic check for duplicate accounts against converting bank file
	 
	 	D.	 	Telephone first calls for all applications, including Technical Call
	 
	 	E.	 	Product Mapping
	 
	 	F.	 	Program Specifications for all applications where volume exceeds 300
accounts
	 
	 	G.	 	Conversion Programming for all applications where volume exceeds 300
accounts.
	 
	 	H.	 	Validation for all applications where volume exceeds 300 accounts
	 
	 	I.	 	1 — 2 sets of edits per application
	 
	 	J.	 	1 CIF conversion to be completed in conjunction with the applications
conversion
	 
	 	K.	 	1 Data conversion for all applications where volume exceeds 300
accounts
	 
	 	L.	 	1 week of telephone support for all applications where volume exceeds
300 accounts
	 
	 	M.	 	1 Automatic Merge to be scheduled at client request






	 	(v)	 	In the event that Client requires an additional support item(s) that is
categorized under the heading of “Medium Support” on the Conversion Request Form,
Fiserv will quote a fee for this item(s) on a time and material basis. In no event
will the fee for the Minimum Support Conversion plus the additional support item (s)
exceed the “Medium Support” fee * .
Additional support above the “Medium Support” level will be quoted on a time and
material basis.
	 
	 	(vi)	 	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 * . Such Minimum Support shall
include the following:






	 	A.	 	Comprehensive Project Plan for overall project
	 
	 	B.	 	Automatic check for duplicate accounts
	 
	 	C.	 	Telephone first calls for all applications
	 
	 	D.	 	Consolidation of Bank and Branch Numbers into a single entity
	 
	 	E.	 	One set of output reports per application for Client verification
	 
	 	F.	 	1 Automatic Merge to be scheduled at client request






	 	(vii)	 	Additional support requests outside of those mentioned above that may be
requested by the Client will be quoted on a time and material basis.







 




			
	*	 	 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 2 of 67









 
















	 	(viii)	 	Should Client acquire an entity currently processing on the Fiserv software
platform, Fiserv shall incorporate such entity into Client’s processing environment.
*






	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 immediately 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.
	 
	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. Any significant
enhancements subject to additional charges will be mutually agreed upon between Client and
Fiserv at a holding company discounted rate.
	 
	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 in secured vaults at
an off premise location.
	 
	 	(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; provided, however, that Fiserv uses
commercially reasonable efforts to maintain the highest level of security standards.






	8.	 	Processing Priority. Fiserv does not subscribe to any processing priority; all
users receive equal processing consideration.
	 
	9.	 	Forms and Supplies. Client assumes and will pay the charges for all customized
forms, supplies, and delivery charges. Custom forms ordered through Fiserv will be subject to
a 15% administrative fee for warehousing and inventory control. Forms ordered by Client and
warehoused at Fiserv will be subject to the administrative fee.
	 
	10.	 	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.







 




			
	*	 	 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 67









 
















	11.	 	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.
	 
	12.	 	Product Commitments. *






     A.




	13.	 	Termination. *
	 
	14.	 	Telecommunications. *







 




			
	*	 	 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 67









 















Exhibit A — 1




Account Processing Services Fee Schedule




	 	 	 	 	 	 	 
	Monthly	 	 	 	 	 	 
	Fee*	 	System or Service	 	Unit Price*	 	Description*
	 
	 

	 	Account Analysis	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Per Account	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	History Retention	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Weiland Interface Set Up Fee	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Weiland Interface File Transmission Fee	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Weiland Software	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	AA Neg Collected Balance Monthly	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Account Reconcilement	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Per Item	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Per Item	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	History Retention	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Atchley Systems	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Comply/CTR (Large Currency)	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	ATM Special Services	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	ATM Statement Print Services	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DD Balance File Transmissions	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	SD Balance File Transmissions	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	ATM Auto Reissue from Hotcard	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	ATM Visa Automated Exception Update	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	ATM Card Access to Line of Credit
(LOC)	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Audit Confirmation Reports	 	 	 	 








 




			
	*	 	 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 67









 















	 	 	 	 	 	 	 
	Monthly	 	 	 	 	 	 
	Fee*	 	System or Service	 	Unit Price*	 	Description*
	 
	 

	 	Automated Clearinghouse	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Receiving Transactions/Items	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Originations Transactions/Items	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	RJE Origination	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	PDM’s (Company Processing)	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Tape Conversion	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	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	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Automated Settlement	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Browser Based Host Access	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	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 6 of 67









 















	 	 	 	 	 	 	 
	Monthly	 	 	 	 	 	 
	Fee*	 	System or Service	 	Unit Price*	 	Description*
	 
	 

	 	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	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	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)	 	 	 	 








 




			
	*	 	 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 67









 















	 	 	 	 	 	 	 
	Monthly	 	 	 	 	 	 
	Fee*	 	System or Service	 	Unit Price*	 	Description*
	 
	 

	 	Customer Information File (Cont.)	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	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	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Run	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Request 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.




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	Monthly	 	 	 	 	 	 
	Fee*	 	System or Service	 	Unit Price*
     Description*	 	 
	 
	 

	 	Customer Information File (Cont.)	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Monthly Fee	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Customer to Customer Implementation	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Customer to Customer Monthly Fee	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Customer Reporting System	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Delivery Point Bar Coding (DPBC)	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Barcoding Notices	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Data Communications	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Data Communications	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Deconversion	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Deconversion	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Deluxe One Network	 	 	 	 








 




			
	*	 	 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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	Monthly	 	 	 	 	 	 
	Fee*	 	System or Service	 	Unit Price*	 	Description*
	 
	 

	 	Demand Deposits	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Transactions Processed	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Open Accounts	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Account Maintenance	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Interest Bearing Accounts	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Closed Accounts	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Current Day Transaction File Access:	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	History Retention — Seven Day	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	History Retention — Extended	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Mutual Funds Sweep	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	ARS Processing	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Statement Zip Code Sort	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Service Charge Routine Implementation	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Service Charge Routine Change	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Accrual Adjustment Program	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Account Number Production	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Check Processing Descending Order	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DD Kiting Suspect Report	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Combined Balance Service Charge	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Current Month NOW Sweep Fee	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Overdraft Limit	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Overnight Investments	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DD Sweep Transactions	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DD Sweep Notices	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Automatic Transfer Items	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Automatic Transfer Notices	 	 	 	 








 




			
	* 	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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	 Monthly	 	 	 	 	 	 
	Fee*	 	System or Service	 	Unit Price*	 	Description*
	 
	 

	 	Demand Deposits (Continued)	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Prior Day BAI Interface File	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DD Daily Extract File	 	 	 	 
	 
	 	 	 	 	 	 
	 


	 	Controlled Disbursements Implementation	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	     Controlled Disbursement Memos	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	     Controlled Disbursement Premium Package	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	     Controlled Disbursement Pass-through	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Controlled Disbursements Items	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	     Controlled Disbursement Memos	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	     Controlled Disbursement Premium Package	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	     Controlled Disbursement Pass-through	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Intraday Implementation	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Intraday Reporting	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Escrow Management	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Implementation	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Rent Security	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Principal/Escrow	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	IOLA Reporting	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Escrow Management Package	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	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.




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	Monthly	 	 	 	 	 	 
	Fee*	 	System or Service	 	Unit Price*	 	Description*
	 
	 

	 	General Ledger	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	GL Base Fee	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Account Centers	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	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	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	InformEnt Data Collection	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Late Payment Interest Charge	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Late Payment Interest 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.




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	Monthly	 	 	 	 	 	 
	Fee*	 	System or Service	 	Unit Price*	 	Description*
	 
	 

	 	LMS	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Implementation Fee	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Certification Fee	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Transaction Fee	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Maturity Analysis Reporting	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Microfiche/CDs	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Microfiche/CD Originals	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Microfiche/CD Duplicates	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	OFAC	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	     On-Demand Request Full File Scan	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	     Daily All New Account Scan	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Online Collections	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Active Accounts — Online	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	History Accounts	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Time Zone Indicator	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Positive Pay	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Implementation Fee	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Account Processing Fee	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	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	 	 	 	 








 




			
	*	 	 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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	Monthly	 	 	 	 	 	 
	Fee*	 	System or Service*	 	Unit Price*	 	Description*
	 
	 

	 	Report Regeneration	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	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	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	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	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Tape Creation	 	 	 	 








 




			
	*	 	 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 67









 













	 	 	 	 	 	 	 
	Monthly	 	 	 	 	 	 
	Fee*	 	System or Service	 	Unit Price*	 	Description*
	 

	 	Test Bank	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Test Bank Implementation Fee	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Test Bank Fixed Monthly Fee	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Teller Support	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Inquiry and Data capture/truncation	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Third Party Review	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	PMM Audit Review — Includes	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Original and One Electronic Copy	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	PMM Audit Review — Copy	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	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	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	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 15 of 67









 















	 	 	 	 	 	 	 	 	 
	E-Commerce 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
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	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
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Disaster Recovery Call Activity
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Call Activity Tier
	 	 	 	 	 	 	 	 








 




			
	*	 	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 67









 















	 	 	 	 	 	 	 	 	 
	E-Commerce System or Service	 	Unit Price*	 	Description*
	Disaster Recovery Call Activity (Continued)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Call Activity Tier
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TB 800# Access
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Implementation Fee
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Extended Availability
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	EB Professional Services/Modifications
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Retail Internet Banking Solution
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Internet Banking Implementation Fee
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Account Processing Fees
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Retail Accounts
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Commercial
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Classic (BankIT) Account Processing Fees
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Retail Accounts
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Commercial Accounts
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Advanced History
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Memo Activity
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Pending Transfers
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Banner Manager
	 	 	 	 	 	 	 	 








 




			
	*	 	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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	E-Commerce System or Service	 	Unit Price*	 	Description*
	History Download WebConnect
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Secure E-mail Message Forms
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Implementation Fee (Single FI)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Implementation Fee (Holding Company)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Internet Check Ordering Interface
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Implementation Fee for:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DeluxeOne Check Order/Reorder
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Clarke American Check Reorder
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Check Image Interface for Third Party
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Implementation Fee
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Network Integration and Certification
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Monthly Fee
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Bill Payment Services
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Implementation Fee
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Monthly Merchant Fee
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Account Processing Fees
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Internet Bill Pay Customers
	 	 	 	 	 	 	 	 








 




			
	*	 	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 67









 















	 	 	 	 	 	 	 	 	 
	E-Commerce System or Service	 	Unit Price*	 	Description*
	Bill Payment Services (Continued)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Remote Payment Processing System
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Implementation
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Maintenance
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Activity
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Commercial Internet Banking Solution
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Existing ManageIT Internet Banking Clients:
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Implementation Fee
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Monthly Fee
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Web Site Statistics (Nettracker)
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Implementation Fee
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Maintenance
	 	 	 	 	 	 	 	 








 




			
	*	 	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 19 of 67









 















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 20 of 67









 













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)	 	Core Applications.






	 	(i)	 	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.
	 
	 	(ii)	 	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,    *    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 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 = ___%.
	 
	 	(iii)	 	Teleprocessing Availability. Fiserv shall make its teleprocessing
services available to the Client at least    *   
CLT, Monday through Saturday, excluding overnight batch processing.






	 	(b)	 	E-Commerce Applications.






	 	(i)	 	Retail Internet Banking On—Line Availability. Fiserv shall make its   
Retail Internet Banking on-line system available to Client at least
*    , Monday through Saturday and
from    on Sunday, excluding
overnight batch processing, and excluding periods of scheduled system maintenance on
Sundays, and excluding the Central Reference File application on Sundays.






	 	(ii)	 	Commercial Internet Banking On—Line Availability. Fiserv shall make
its Commercial Internet Banking (ManageIt) on-line system available to Client at least
   *    CLT, Monday through Saturday and from on
Sunday, excluding overnight batch processing, and excluding periods of scheduled system
maintenance on Sundays, and excluding the Central Reference File application on
Sundays. When Client ceases to use ManageIt, this service level agreement will expire.






	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 21 of 67









 















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.	 	Acceptance. Equipment shall be deemed to have been accepted when Fiserv and
Client have mutually agreed the equipment is functioning according to manufacturers’ and
Fiserv’s specifications during standard post-installation test procedures at the Installation
Site.
	 
	9.	 	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
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:







 




			
	*	 	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 67









 
















	(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 23 of 67









 
















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 any single location defined by Client.
	 
	 	(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 and one prior 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. ‘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.
	 
	 	(o)	 	‘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.
	 
	 	(p)	 	‘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 24 of 67









 

















	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 25 of 67









 

















	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
and one prior 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 Successful implementation
and customer acceptance of the Software and shall end upon termination of each Exhibit C-n.
(“Successful” shall be defined as having all features and functions of the product working
as intended within a stable infrastructure consistently delivering product performance as
defined in product manuals and available for Client and end-customer use.)






	 	(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.
	 
	 	(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 the Computer System described in Exhibit C – n in
accordance with the terms specified in Exhibit B. Fiserv and Client will mutually agree
upon who will perform each installation. If it is agreed upon that Fiserv will install
software, Client agrees to pay the quoted Professional Services fees.
	 
	 	(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.







 




			
	*	 	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 67









 
















	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.
	 
	 	(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. The
timeframes to provide such replacement or correction will be mutually agreed upon. 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




 Page 27 of 67









 











	 	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.
	 
	 	(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 28 of 67









 
















Exhibit C – 1




InformEnt




Schedule 1: Software System and Documentation





	1.	 	Software.






	 	(a)	 	InformEnt Warehouse Model
	 
	 	(b)	 	KnowledgeShare Administrator
	 
	 	(c)	 	KnowledgeShare Steward
	 
	 	(d)	 	KnowledgeShare Author
	 
	 	(e)	 	KnowledgeShare Analyzer
	 
	 	(f)	 	KnowledgeShare Viewer
	 
	 	(g)	 	Process Manager Scheduler Bundle






	2.	 	Documentation.






	 	(a)	 	InformEnt User Manuals and Windows Help files






	3.	 	Location.






	 	(a)	 	Fulton Financial Corporation






	4.	 	Third Party Software.






	 	(a)	 	Oracle — Enterprise Edition, Per Processor License




 Page 29 of 67









 
















Schedule 2: Fees and Charges





	1.	 	Software Fee.






	 	(a)	 	InformEnt Software Included in Fixed Monthly Fee.





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Number of Licenses
	InformEnt Software Module	 	Type	 	Licensing Rights	 	Owned*
	Client Software
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	KnowledgeShare
	 	Admin.	 	Per Client Seat	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	KnowledgeShare
	 	Steward	 	Per Client Seat	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	KnowledgeShare
	 	Author	 	Per Client Seat	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	KnowledgeShare
	 	Analyzer	 	Per Client Seat	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	KnowledgeShare
	 	Viewer	 	Per Client Seat	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Server Software
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	InformEnt
Financial Services Model
	 	 	 	 	 	Per Server	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Process Manager
	 	Base Scheduler &	 	 	 	 	 	 	 	 
	Scheduler Bundle
	 	Browser	 	Per Server	 	 	 	 







	 	(b)	 	Additional InformEnt Software Owned — Not Included in the Fixed Monthly
Fee.





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number of Licenses
	InformEnt Software Module	 	Type	 	Licensing Rights	 	Owned*
	Client Software
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	KnowledgeShare

	 	Enterprise Admin.
	 	Per Client Seat	 	 
	 
	 	 	 	 	 	 
	KnowledgeShare

	 	Author
	 	Per Client Seat	 	 








 




			
	*	 	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 67









 
















	2.	 	Upgrade License Fees If Requested. Existing licenses may be upgraded to include
QIQ and/or zero footprint capabilities for the fees listed below. The rates quoted in the
table will be valid for three months from the Effective Date. Thereafter, the rates will be
subject to change by Fiserv on one-month’s notice.





	 	 	 	 	 	 	 
	 	 	 	 	Price effective	 	 
	Current Licenses	 	New Licenses	 	1/01/2005*	 	Annual Maintenance*
	Steward/Author

	 	Named Developer with QIQ — fat client	 	 	 	 
	 
	 	 	 	 	 	 
	Analyzer

	 	Named Analyst — browser	 	 	 	 
	 
	 	 	 	 	 	 
	Viewer

	 	Named Interactive User – zero

footprint	 	 	 	 
	 
	 	 	 	 	 	 
	Viewer

	 	Named Viewer	 	 	 	 







	3.	 	Additional License Fees If Requested. The rates quoted in the table will be
valid for three months from the Effective Date. Thereafter, the rates will be subject to
change by Fiserv on one-month’s notice.





	 	 	 	 	 	 	 
	 	 	 	 	Price effective	 	 
	Current Licenses	 	New Licenses	 	1/01/2005*	 	Annual Maintenance*
	Administrator

	 	Administrator (additional licenses)	 	 	 	 
	 
	 	 	 	 	 	 
	Steward/Author

	 	Named Developer with QIQ — fat client	 	 	 	 
	 
	 	 	 	 	 	 
	Author

	 	Explorer Single User — fat client	 	 	 	 
	 
	 	 	 	 	 	 
	Analyzer

	 	Named Analyst — browser	 	 	 	 
	 
	 	 	 	 	 	 
	Viewer

	 	Named Interactive User — zero

footprint	 	 	 	 
	 
	 	 	 	 	 	 
	Viewer

	 	Named Viewer	 	 	 	 





Note: The pricing structure referenced above is for the purchase of additional Knowledgeshare
licenses after 1/01/2005. All Knowledgeshare licenses purchased prior to 1/01/2005 will retain
the current annual maintenance rate as outlined in the original contract and subject to annual
CPI-U increases.





	4.	 	Third Party Software Fees. Any increase in fees for any Third Party Software
may result in an increase to Client as incurred by Fiserv.





	 	 	 	 	 
	Description	 	License Type	 	Qty Owned*
	Oracle Enterprise

	 	Per Processor	 	 








 




			
	*	 	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 67









 
















	5.	 	Professional Services Fees.





	 	 	 
	Resource	 	(US $)Hourly Rate*
	Professional Services Rates (Consultant)
	 	 
	 
	 	 
	Professional Services Rates (Information Analyst,
Database Programmer, Systems Administrator, Project
Manager, and Database Administrator,)
	 	 






	 	 	 
	Support Function	 	Hourly Rate*
	Operational Support (base starting rate)
	 	 
	 
	Help Desk (Over 20 hours per month)
	 	 







	 	(a)	 	Client may request professional services for short-term projects or for long term
monthly and annual commitments based on 60 days advance notice. A minimum of 2 hours per
occurrence will apply. The rates quoted in the table will be valid for three months from
the Effective Date. Thereafter, the rates will be subject to change by Fiserv on
one-month’s notice *
	 
	 	(b)	 	Fees for telephone support rendered over    *    will be
invoiced at the then-current Hourly Rates.






	6.	 	CCS Training Fees. CCS education provides instructor-led training on the CCS
suite of tools. The training sessions may be conducted for individual organizations at the
client site, through an on-line/web utility, or at the Fiserv Pittsburgh Center (FPC).
Additional CCS training sessions are scheduled for internal personnel and are posted on the
web site to provide additional training opportunities to the clients. The following
guidelines will ensure that pricing is consistent according to the purpose and location of the
training..






	 	(a)	 	Definitions.






	 	(i)	 	On-Site Usage Training – Training classes that are instructor-led at a client
facility based on standard courseware for the various CCS tools.
	 
	 	(ii)	 	FPC Single Client Usage Training – Single Client training classes that are
instructor-led at the FPC facility and are individually scheduled per client. These
sessions are also based on standard courseware for the various CCS tools.
	 
	 	(iii)	 	Single Client Virtual Classroom Training – Single Client training classes
that are instructor-led through an on-line/web utility and are based on standard
courseware for the various CCS tools. These sessions are scheduled and conducted per
individual client.
	 
	 	(iv)	 	Pre-scheduled FPC Training – FPC Training classes based on standard courseware
for the various CCS tools and prescheduled by CCS Education for internal personnel
and/or multiple clients.






	 	(b)	 	On-Site Usage Training. Client is billed at a    *   
for a maximum of 10 participants. Additional participants will be   
*    per person per day. An average of 5 hour for preparation and
follow-up work, when needed will be billed at the contractual hourly rate. Travel expenses
incurred by the instructor will also be expensed to the Client.
	 
	 	(c)	 	FPC Single Client Usage Training. Client is billed at a   
*    for a maximum of 10 participants. Additional participants will be  
*    per person per day. An average of 5 hours for preparation and
follow-up work, when needed will be billed at the contractual hourly rate. Client pays for
any expenses incurred by their attendees.







 




			
	*	 	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 67









 
















	 	(d)	 	Single Client Virtual Classroom Training (Webex). Depending on the length of a
session, the client will be billed at a    *    for a half-day
session and    *    a full day. An average of 1/2 Day for prep & follow-up work, when
needed will be billed at the contractual daily rate. Cost savings are recognized through
the lack of travel expenses for participants and/or the trainer.
	 
	 	(e)	 	Pre-Scheduled FPC Training. Each client participant is billed according to
the following pricing structure for pre-scheduled FPC Pittsburgh-based classes. The
pricing structure applies to Pittsburgh-based classes pre-scheduled on the web site.






	 	(i)	 	One day class —     *    per person
	 
	 	(ii)	 	Two day class —     *    per person
	 
	 	(iii)	 	Three day class —     *    per person
	 
	 	(iv)	 	Additional days —     *    per person per day






	 	(f)	 	Printed Training Manual.






	 	(i)	 	Additional printed copies of the training manuals  —     *    per copy
	 
	 	(ii)	 	PDF files of the training manuals  — no charge






	 	(g)	 	CCS Education Cancellation and Postponement Pricing.






	 	(i)	 	   *    if notification is provided more than 15 working days prior to training
	 
	 	(ii)	 	   *    per cancelled training day if notification is provided 11 to 15 day working days prior to training
	 
	 	(iii)	 	   *    per cancelled training day if notification is provided 6 to 10 working days prior to training
	 
	 	(iv)	 	   *    per cancelled training day if notification is provided 5 or fewer working days prior to training
	 
	 	(v)	 	Costs incurred by the Training Specialist due to a client cancellation will be
submitted on an Expense Report for reimbursement and billed to the client.






	7.	 	Maintenance Fees. Maintenance Fees shall be subject to annual increases to   
*    .






	 	(a)	 	InformEnt.





	 	 	 	 	 	 	 	 	 
	InformEnt	 	 	 	 	 	Number of	 	 
	Software Module 	 	Type	 	Licensing Rights	 	Licenses Owned*	 	Annual Maintenance*
	Client Software
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	KnowledgeShare

	 	Admin.
	 	Per Client Seat	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	KnowledgeShare

	 	Steward
	 	Per Client Seat	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	KnowledgeShare

	 	Author
	 	Per Client Seat	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	KnowledgeShare

	 	Analyzer
	 	Per Client Seat	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	KnowledgeShare

	 	Viewer
	 	Per Client Seat	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Server Software
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	InformEnt Financial
	 	 	 	 	 	 	 	 
	Services Model

	 	 	 	Per Server	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Process Manager

	 	Base Scheduler &	 	 	 	 	 	 
	Scheduler Bundle

	 	Browser
	 	Per Server	 	 	 	 








 




			
	*	 	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 67









 
















	 	(b)	 	Additional Licenses Owned – Not Included in the Fixed Monthly Fee. The rates quoted in
the table will be valid for three months from the Effective Date. Thereafter, the rates
will be subject to change by Fiserv on one-month’s notice.





	 	 	 	 	 	 	 	 	 
	InformEnt Software	 	 	 	 	 	Number of	 	 
	Module 	 	Type	 	Licensing Rights	 	Licenses Owned*	 	Annual Maintenance*
	Client Software
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	KnowledgeShare

	 	Enterprise Admin.
	 	Per Client Seat	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	KnowledgeShare

	 	Author
	 	Per Client Seat	 	 	 	 







	 	(c)	 	Third Party Software. Not included in the Fixed Monthly Fee.





	 	 	 	 	 	 	 
	Description	 	License Type	 	Qty Owned*	 	Annual Maintenance*
	Oracle Enterprise

	 	Per Processor	 	 	 	 







	 	(i)	 	The term for Maintenance Services shall begin upon the execution of this
Amendment and shall continue for a period coterminous with the Master Agreement.
	 
	 	(ii)	 	Any increase in fees for any third party maintenance may result in an increase
to the Client as they incurred by Fiserv.
	 
	 	(iii)	 	Maintenance fees are due annually in advance with first payment due upon
delivery of the Software.






	 	(d)	 	Operational Support. Classic Support is included in the fixed monthly fee.
Should client require Supreme or Ultimate support, additional fees would be required.







 




			
	*	 	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 67









 

















	 
	Classic *
	Help Desk Support (7:00 AM -

8:00 PM)

	 

	Server Hardware Support (7:00
AM — 8:00 PM EST) 

	 
	24x7 Load Production and
System Monitoring Support

	 

	Daily Process Manager Mgmt.

File Collection Mgmt.

	 

	Daily Performance Analysis &

Reporting

	 

	Financial Services Model Mgmt.

	 

	Change Control Mgmt and
Documentation

	 

	Month End Server Space

Evaluation

	 

	Emergency Database Space
Mgmt. and query tuning

	 

	Production System Backup Mgmt.

	 

	Production Hardware Service

Dispatch (hardware purchased

through Fiserv)

	 

	Prod. Server Operating System
Support and reboots
Annual Report Card










	 
	Supreme *
	Includes all Classic items

with the following additions:








	§	 	1 Database
Reorganization
	 
	§	 	Semi-Annual Report
Card
	 
	§	 	InformEnt Software
Upgrade Costs
excluding hardware and
support software not
bundled with InformEnt.
(1 a year — M-Su 8:00
AM — 5:00 PM EST
excluding Holidays)
	 
	§	 	Oracle Partitioning
	 
	§	 	24X5 Server Hardware
Support
	 
	§	 	Development Server
Support
	 
	§	 	CDQ Support for
schedule runs (additional
professional services may be
required for upgrades)








	 
	Ultimate *
	Includes all the Supreme items with

the following additions:








	§	 	Quarterly Report Card
	 
	§	 	InformEnt Production
Software

· Upgrade Costs excluding
	 
	§	 	hardware and support
software
	 
	§	 	not bundled with InformEnt.
	 
	§	 	(2 a year — M-Su excluding
	 
	§	 	Holidays
	 
	§	 	24x7 Server Hardware Support
	 
	§	 	MarketShare Support.









Note: Operational Support Rates (referenced above) shall not exceed the *
the previous twelve month period. Fiserv CCS will notify client a minimum of one month prior
to any increase.






 




	
	* 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 67









 















Schedule 3: Hardware



Client understands that prices for hardware will be quoted upon request. Any increase or decrease
in pricing for Third Party equipment, software or maintenance may result in an increase or decrease
to Client as incurred by Fiserv. Any Third Party maintenance in effect at the time this
agreement is signed will continue through the term of that maintenance agreement.





 Page 36 of 67










 












Exhibit C — 2




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. As
long as Client remains on the Fiserv Account Sales and Teller System (FAST), the seat
licenses installed prior to January 1, 2000 are exempt from maintenance fees.






	2.	 	License.





	 	 	 
	Modules

	 	FAST Account Sales and Teller
	 
	 	 
	Number of Workstations

	 	Enterprise-wide
	 
	 	 
	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

	 	Pentium 233 MHz
	 
	 	 
	(minimum configuration)

	 	150 MB available
	 
	 	 
	 

	 	128 MB RAM
	 
	 	 
	 

	 	Windows 2000 Professional (Service Pack 3)
	 
	 	 
	 

	 	SVGA 800 x 600
	 
	 	 
	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
	 
	 	 
	Seat Limitations

	 	Unlimited
	 
	 	 
	Third Party Software

	 	Crystal Reports
	 
	 	 
	 

	 	RUMBA Terminal Emulation Software
	 
	 	 
	 

	 	Bankers Systems Electronic Forms (Optional)






Page 37 of 67









 












	3.	 	Maintenance Services.





	 	 	 	 	 
	Modules	 	Fast Account Sales and Teller
	Support Service Fee

	 	0 — 562 Seats
	 	*
	 
	 	 	 	 
	 

	 	563 — 750 Seats
	 	*
	 
	 	 	 	 
	 

	 	751 — 1,000 Seats
	 	*
	 
	 	 	 	 
	 

	 	1,001 and above
	 	*







	4.	 	Additional Terms and Conditions.






	 	(a)	 	The Support Service Fee will be based on the number of FAST licenses installed for
the previous year. Each year the Client will provide a FAST Installation Confirmation
letter to Fiserv attesting to the number of FAST licenses installed as of December 31, of
that year. The Client will send the FAST Installation Confirmation letter to Fiserv no
later than the 5th day of January each year. An authorized officer of the Client will sign
this letter. Fiserv will adjust the Support Service Fee effective every January to reflect
the number of FAST licenses installed. The Support Service Fee is subject to annual
increases.
	 
	 	(b)	 	The current tiered Support Service Fee offered for the Windows version of FAST will
only apply to identical functionality in the New Account component of the Desktop Browser.
An additional Support Service fee will apply to increased functionality added to the
Desktop component. *







 




	
	* 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 38 of 67









 















Exhibit C — 3




Customer Service and Call Center Solution





	1.	 	License Fees.





	 	 	 
	Modules

	 	CSCS Module


	
Location

Total License Fee

	 	
Enterprise

*







	2.	 	Professional Services.





	 	 	 
	CSCS Module (Client-server) Training
and Implementation/ Consulting Fee

	 	Client will incur Professional Service Fees to convert the current
client-server solution to the new browser-based solution.
	 
	 	 
	 

	 	* An additional Professional Services Fee estimate will be provided if
Client requires Fiserv assistance to migrate the second center to the new
platform.
	 
	 	 
	 

	 	Fiserv CCS will provide additional CSCS Implementation or Training
Services for * , plus expenses.
	 
	 	 
	 

	 	Professional Service Fees shall be invoiced on a monthly basis and Client
agrees to pay for any professional services that have been rendered.
	 
	 	 
	 

	 	Fiserv CCS will create a Business Requirements List (BRL). This BRL will
be the foundation for the scope of any project and will require signoff by
both Client and Fiserv CCS. The BRL will also serve as the basis for the
administration of change management.
	 
	 	 
	 

	 	Fiserv’s Change Control process is a process to ensure that all Client
requests outside the defined scope of the implementation project (BRL) are
documented appropriately, approved, and signed off by both the Client and
the Fiserv Implementation Consultant. Changes to the scope of any
implementation project may be subject to additional fees, may impact the
project timeline, and must be documented using the Project Change Control
Form.








 




	
	* 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 67









 


















	3.	 	Maintenance Services.





	 	 	 
	Modules	 	CSCS Module
	Annual Maintenance Fee

	 	*
	 
	 	 
	 

	 	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.
	 
	 	 
	Other Terms

	 	The CSCS System Annual Maintenance will be based on
the number of CSCS licenses installed for the
previous quarter. Each quarter Client will provide
a CSCS Installation Confirmation letter to Fiserv
attesting to the number of CSCS licenses installed
as of the previous quarter. Fiserv will adjust the
CSCS System Annual Maintenance Fee effective each
quarter to reflect the number of CSCS licenses
installed. The CSCS System Annual Maintenance fees
will begin on January 1, 2005.
	 
	 	 
	 

	 	Client agrees to operate a currently supported
release of the system. Fiserv CCS will work with
Client to determine dates for upgrades. However,
Client must be no more than two releases, plus
current version, behind in order to obtain Support
Services as part of the maintenance agreement.
Should Client fall more than two releases behind,
plus current version, support will be provided at
full Professional Services rates.
	 
	 	 
	 

	 	Fiserv will provide Client with a browser-based
replacement license for each CSCS Licensed Program
at * The browser-based replacement
is limited to the CSCS System and does not include
the optional CSCS Modules. Client agrees to pay
for the Fiserv Professional Services to implement
from the current client-server solution to the new
browser-based solution.
	 
	 	 
	 

	 	* An additional Professional Services Fee estimate
will be provided if Client requires Fiserv
assistance to migrate the second center to the new
platform.
	 
	 	 
	 

	 	The browser-based replacement will require
Microsoft Office products, including Word, Excel,
Visio, and Front Page and will require a dedicated
Notification Server running Linux when the number
of users exceeds 1,000 and these components are not
part of this Exhibit.
	 
	 	 
	 

	 	The CSCS browser-based solution will be integrated
with the SourceOne Host (Customer Search, Customer
Profile, and Account Profile). Client will not be
charged for standard integration between the
systems. This exhibit does not include the
SourceOne LMS and LiNX Operations Desktop.
However, Client will not incur any LMS or LiNX
Operations fees by implementing the CSCS
browser-based solution.
	 
	 	 
	 

	 	Dial-in access is required for support purposes and
customization services, if dial-in access is
required to resolve a support issue and dial-in
access is not available, there will be 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 40 of 67









 
















	4.	 	Third Party Software.





	 	 	 
	Modules

	 	This Exhibit assumes that Client will provide hardware and
all third party software (Terminal Emulation and Database
Software).
	 
	 	 
	 

	 	This -Exhibit assumes that Client will provide for the
Microsoft Office products, including Word, Excel, Visio,
and Front Page for The browser-based replacement.
	 
	 	 
	Computer System

	 	This Exhibit does not include the costs of PCs, servers
and supporting software.






Page 41 of 67









 













Exhibit C—4




Return Items Control System and Automated Proof Correction System



Fiserv hereby grants and Client hereby accepts a non-exclusive, non-transferable license to use the
Return Item Control System (RICS) for WindowsTM software using the following terms and
conditions.





	1.	 	Licensed Program(s). The Licensed Program includes the Return Item Control System
(“RICS”) for Windows TM. RICS processes incoming return items and the Automated
Proof Correction System (“APCS”) to automate out-of-balance adjustment processing. RICS stores
information in an Oracle database and can interface to one (1) core processing system to
retrieve name and address information and process on-line memo post debit transactions in the
amount of the return item. RICS and APCS interface to the Fiserv SourceOne system via a 3270
terminal emulation software package. Use of and access to RICS and APCS is permitted only from
a workstation with a licensed copy of RICS and Oracle or APCS.






	2.	 	License and Support Services Fees. The following table outlines the License and
Support Services fee structure agreed by the parties:





	 	 	 	 	 
	 Licensed Program	 	License Fee*	 	Annual Support Services Fee*
	Return Item Control System
(RICS) for WindowsTM
	 	 	 	 
	 
	 	 	 	 
	Oracle Maintenance
	 	 	 	 
	 
	 	 	 	 
	Automated Proof Correction
System (APCS) for
WindowsTM
	 	 	 	 







	3.	 	Support Services. Support Services include support via telephone and dial in access,
during normal Fiserv business hours, as well as Licensed Program upgrades and related host
changes. Dial in access is required for support services. If dial in access is not available
when the problem resolution can be easily resolved via dial in access or requires dial in
access to resolve, then support is billable to Client at Fiserv’s then current Professional
Services rate ( * ) for telephone resolution assistance.
	 
	4.	 	Additional Third Party Terms. If Third Party Products(s) provided above:






	 	(a)	 	Use of the third party products provided hereunder shall be restricted to use with
the Licensed Program only on a single designated PC compatible server CPU running
MS-Windows and/or Netware with the number of run-time users above.
	 
	 	(b)	 	The third party products are provided under a US license and may not be assigned,
transferred, rented, or used on a timesharing basis without the third party owner’s prior
written consent.
	 
	 	(c)	 	Fiserv may change the third party products support services fees upon change by the
third party owners.
	 
	 	(d)	 	Except as specifically provided for in this Attachment, all restrictions and
obligations of the Client with respect to the Licensed Program and proprietary rights to
the Licensed Program shall apply with as much force and effect to the third party owners
and their products.
	 
	 	(e)	 	Fiserv agrees to pass through to Client the warranties and indemnities Fiserv has
received from the third party owners.
	 
	 	(f)	 	In the event the third party product provided is a full use version as opposed to a
run-time version, Client shall (i) appoint and authorize specific employees as users under
the license for the number of workstations listed above, and (ii) contract with the third
party owner for support services. Other provisions of the Agreement shall apply equally to
run-time and full use licenses







 




	
	* 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 42 of 67









 















Exhibit C-5




Mortgage Processing Software & Services (UniFi PRO Mortgage)





	1.	 	Definitions. The following definitions are used in this Agreement:






	 	(a)	 	‘Maintenance Services’ means services to correct a Non-Conformity in the original,
unmodified Software and Updates.Maintenance Services are available only with respect to the
current and two prior Software releases and the latest semi-annual Updates.
	 
	 	(b)	 	‘Computer System’ means that dedicated computer hardware and manufacturer-supplied
software identified on Exhibit C-5-B, which hardware and software shall be the minimum
system requirements to operate the Software. Such Computer System requirements are subject
to change due to technological advancements and Software Updates.
	 
	 	(c)	 	‘Non-Conformity’ is defined as a failure of software to perform in substantial
accordance with functions described in the documentation.
	 
	 	(d)	 	‘Release’ a periodic version of Software, which may include Updates and
Enhancements.
	 
	 	(e)	 	‘Software’ means the standard, unmodified computer programs in object code, the
Progress application source code and procedure statements in machine readable form,
together with one set of Fiserv standard documentation. Software may include sub-licensed
software that Fiserv has obtained under license and integrated with the Software. In the
event Fiserv’s license terminates, Client agrees to accept Fiserv’s provided replacement
product with substantially similar functionality. Software does not include separate,
independent, and standalone modules or sub-systems that Client may develop and maintain
without Fiserv’s assistance, nor does it include Third-Party Software, including Forms.






	2.	 	License to Use the Software.






	 	(a)	 	Fiserv grants to Client the right to Use any Software modifications furnished or
authorized by Fiserv pursuant to this Agreement.
	 
	 	(b)	 	Upon Fiserv’s reasonable request, Client shall annually certify the following
relating to Client’s Software Use:






	 	(i)	 	total number of Software copies and documentation related thereto; and
	 
	 	(ii)	 	total number and location of terminals on which Software is installed,
operated, or accessed;
	 
	 	 	 	Fiserv reserves the right to audit such certification.






	3.	 	Professional Services Terms.






	 	(a)	 	Services. Fiserv will provide Client with the project management services
(“Implementation Services”) and associated items for the implementation project described
in Exhibit C-5 (each, an “Implementation Project”). These services will be provided by the
Fiserv Professional Services Group (PSG).
	 
	 	(b)	 	All Implementation Services for Implementation 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 Implementation Services.
	 
	 	(c)	 	Project Tracking Documents. Fiserv will provide the Client with the
following documents throughout the implementation. The documents will be shared and
mutually maintained as deemed necessary by Fiserv and the client.






	 	(i)	 	Implementation Project Plan. Fiserv and Client shall jointly develop
and approve a Project Plan for the Implementation Project. The Project Plan shall
contain a listing of milestones, tasks, durations and resource names throughout the
project lifecycle or applicable project phase as mutually agreed upon by Fiserv and
Client. Client and Fiserv shall mutually agree on the initial Project Plan and
ownership as defined during the project planning session. Thereafter, the project plan
will be updated on a weekly basis. Fiserv and Client shall utilize their commercially
reasonable efforts to meet the dates set forth in the Project Plan.
	 
	 	(ii)	 	Implementation Status Reports. Fiserv will provide weekly status
reports to the client throughout the duration of the project. The Status Report will
include a weekly update of the following: project status, achievements, action item
summary, Statement of Work status (if applicable) and next steps.
	 
	 	(iii)	 	Project Budget Tracking. Fiserv will provide the client with a
budget update on a monthly basis throughout the duration of the project. The budget
template captures the history of monthly expenses




Page 43 of 67









 

















	 	 	 	incurred from contract execution
through project completion and provides a Professional Services Group forecast through
project completion.






	 	(d)	 	Changes To Project. Modifications, changes, enhancements, upgrades, or
additions to the agreed upon work beyond those stated in the executed contract shall only
be added upon mutual written agreement identified within the Statement of Work document
(SOW). An SOW will be provided to client for execution for each item identified beyond the
original contract and/or contract addendum(s). The SOW will define in detail the effort
requested and cost associated to complete the effort. Additional supporting documentation
may be requested of the Client to ensure accuracy in development. In the event the parties
agree to add any such items, the Project Plan shall automatically be modified to the extent
necessary to allow for the implementation or provision of the items. Any such items may
result in an increase in the Implementation Fees and possible extension to the project
duration.
	 
	 	(e)	 	Professional Services Educational Services. Educational services are
provided as part of each implementation. Services are offered in two locations: 1. Client
site, 2. Fiserv training facilities, Plantation, FL.
	 
	 	(f)	 	Professional Services Help Desk. Throughout the implementation, PSG will
provide additional project assistance through the PSG Help Desk. The Help Desk provides
business and technical assistance to project related issues. The Help Desk is available
regular business hours Monday — Friday.
	 
	 	(g)	 	Implementation Fees. Client shall pay Fiserv the fees and other charges
for the Implementation Project as specified in this Exhibit.






	 	(i)	 	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 the Implementation Project. All expenses shall be itemized on invoices
submitted by Fiserv.
	 
	 	(ii)	 	All travel related reservations including air, hotel, and rental car are
required to be booked through the Fiserv Corporate Travel Desk. Corporate hotel rates
provided by the client will be used when available.






	4.	 	Maintenance Services Terms.






	 	(a)	 	Once in production, Fiserv will provide the following Maintenance Services to
Client:






	 	(i)	 	Reasonable telephone support related to Software operation.
	 
	 	(ii)	 	Software program fixes to correct Nonconformities for the then current and two
prior releases 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.
	 
	 	 	 	Fiserv shall respond within 1 hour to all Non-Conformity related calls placed during
normal business hours of 8:00 am and 5:00 p.m. Eastern Time. Outside of normal business
hours, emergency support shall be available to Client. Fiserv shall respond within one
hour to all emergency support calls regardless of time of day. Fiserv is under no
obligation to provide emergency support during non-business hours for issues caused by,
or pertaining to custom programming performed by Client. All calls will be prioritized
in accordance with the following:






	 	A.	 	“High Priority” means any issue, except those pertaining to Client
generated custom programs, where Client cannot operate its business. Fiserv shall
respond to High Priority issues within 1 hour. Fiserv shall use commercially
reasonable efforts to provide a temporary fix or workaround within 24 hours and a
permanent resolution within 7 days;
	 
	 	B.	 	“Medium Priority” means any Issue, except those pertaining to Client
generated custom programs that prevent the Software from operating in substantial
accordance with its documentation. Where some portions of loan production is
malfunctioning, but Client is not prevented from processing, closing, originating
or shipping loans, and for which an alternative or workaround may be accomplished.
Fiserv shall respond to Medium Priority issues within 4 hours. Fiserv shall use
its commercially reasonable efforts to provide a temporary fix or workaround within
7 days and a permanent resolution within 14 days;
	 
	 	C.	 	“Low Priority” means any Priority that is not a High Priority or Medium
Priority. Fiserv shall use commercially reasonable efforts to provide a workaround
and a permanent resolution in the next Software release open for development.






	 	(iii)	 	Fiserv shall utilize best efforts to maintain the Software in compliance with
applicable Fannie Mae, Freddie Mac, FDIC, Federal Home Loan Board, and other Federal
regulations. Software Updates will
be provided to Client. Client agrees to install Updates so that the Software installed
on the Computer System is no more than 2 releases behind the then current Software
release. At Client’s request, Fiserv will install such Updates at Fiserv’s then current
rates.




Page 44 of 67









 

















	 	(iv)	 	Training for Updates may be offered to Client at Fiserv’s then current rates.






	 	(b)	 	Client agrees to train current and future support staff members on Software
technical and user operations, with a reasonable amount of training required to keep its
end users minimally proficient on the system.
	 
	 	(c)	 	Fiserv utilizes remote diagnostic software and dial-up telephone lines in providing
these services. Client agrees to provide remote access capabilities to Fiserv. Client
shall cooperate and assist Fiserv to expedite resolution of Nonconformities. Client is
responsible for costs associated with remote dial-up.
	 
	 	(d)	 	The initial maintenance fees and adjustment terms are specified in this Exhibit.
Additional maintenance fees for each Enhancement shall be quoted at the time such
Enhancement is licensed, and additional maintenance fees for Customizations shall be as set
forth in the Project Plan for such Customization.






	5.	 	Use Of And Rights To Fiserv’s Work Product. 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 of this Agreement.






	6.	 	Term. The term of this Agreement and the licenses granted hereunder shall
begin on the Effective Date and continue unless terminated earlier as provided herein within
this agreement.






	7.	 	Payment.






	 	(a)	 	Client shall be solely responsible for payment of any applicable Taxes.
	 
	 	(b)	 	Each payment to be paid to Fiserv hereunder is due upon receipt of the invoice.
	 
	 	(c)	 	Except as otherwise expressly provided herein, Client agrees to pay reasonable
travel and living expenses of any employees of Fiserv and its authorized contractors who
render services at any Client site in connection with the activities described in this
Agreement. All expenses shall be itemized on invoices submitted by Fiserv and shall be due
and payable upon presentation of each invoice as provided herein.
	 
	 	(d)	 	Third Party fees shall be billed to Client and may be changed from time to time
upon notification of a fee change from the third party vendors. In this case Third Party
fees pertain to any Third Party license or maintenance fees that are approved by Client and
purchased through Fiserv. An example of this would be the Progress licenses and fees
associated with UniFi that are purchased through Fiserv.






	8.	 	Performance.






	 	(a)	 	Client shall give Fiserv full access to the Software and Computer System to enable
Fiserv to provide Services and shall make available information, facilities, personnel, 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 Software corrections,
amendments, or additions may be carried out at Fiserv’s site or at Client’s sites at
Fiserv’s discretion.
	 
	 	(c)	 	Client shall be solely responsible to identify required documents necessary to
process Client’s business and to contract for and coordinate delivery of document images
and data mapping through VMP Mortgage Forms. If additional custom documents are required
by Client, Client shall be responsible for the development of such custom documents.




Page 45 of 67









 
















Exhibit C—5—A




Fee Schedule





	1.	 	Software. The Software is defined by the documentation and manuals produced by
Fiserv for the UniFi PRO Mortgage loan origination solution
	 
	2.	 	UniFi PRO Mortgage Software License Fees.






	 	(a)	 	Full Service — All UniFi PRO Mortgage “full service” licenses purchased by the
Client during the term of this agreement will be invoiced at * .
Provided that Resource Bank, an affiliate of the Client, has converted its total loan
origination solution to UniFi PRO Mortgage, then all UniFi PRO Mortgage “full service”
licenses purchased to complete the conversion or subsequent to the conversion by the Client
will be invoiced at * .
	 
	 	(b)	 	Limited Service — All UniFi PRO Mortgage “limited service” licenses purchased by
the Client during the term of this agreement will be invoiced at *
        . Provided that Resource Bank, an affiliate of the Client, has converted its
total loan origination solution to UniFi PRO Mortgage, then all UniFi PRO Mortgage “limited
service” licenses purchased by the Client to complete the conversion or subsequent to the
conversion will be invoiced at * . For the purposes of
this paragraph, “limited service” is defined as a UniFi PRO Mortgage License that is
utilized by a client branch office for taking less then 6 applications per month.






	3.	 	UniFi PRO Mortgage Maintenance Fees. UniFi PRO Mortgage annual maintenance
fees for all existing and future UniFi PRO Mortgage licenses and interfaces will be calculated
at a rate of 20% of the original purchase price during the term of the agreement.
* Provided that Resource Bank, an affiliate
of the Client, has converted its total loan origination solution to UniFi PRO Mortgage, then
subsequent to the conversion the annual maintenance fees for all existing and future UniFi PRO
Mortgage licenses and interfaces will be calculated at a rate of *.






	4.	 	Interfaces. The following UniFi PRO Mortgage interfaces will be supplied to
the Client at * to the Client:






	 	(a)	 	Fannie Mae Desktop Underwriter and Fannie Mae DU Connections
	 
	 	(b)	 	Freddie Mac Loan Prospector
	 
	 	(c)	 	Fannie Mae Mornet
	 
	 	(d)	 	Freddie Mac Midanet
	 
	 	(e)	 	CBC (Credit)
	 
	 	(f)	 	Informative Research (Credit)
	 
	 	(g)	 	First American Flood Data 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.





Page 46 of 67









 
















	 	(h)	 	MortgageServ
	 
	 	(i)	 	Laptop Upload Capability-Remote Structure
	 
	 	(j)	 	MERS
	 
	 	(k)	 	1003 Import
	 
	 	(l)	 	eLynx Document Delivery
	 
	 	(m)	 	ILS Interface
	 
	 	(n)	 	CredStar Interface
	 
	 	(o)	 	Provided that Resource Bank, an affiliate of the Client, has converted its total
loan origination solution to UniFi PRO Mortgage, then the following interface, in addition
to those listed above, will be supplied to the Client at no charge to the Client:






	 	(i)	 	PRO Link/PRO Link Plus






	 	(p)	 	In the event that Client does not convert Resource Bank’s total loan origination
solution to UniFi PRO Mortgage, the fee for the PRO Link/PRO Link Plus interface *
        .






	5.	 	Professional Services Fees. All Implementation Services and related Training
Services from the Fiserv Professional Services Group (PSG) associated with the projects listed
below will be invoiced at Fiserv’s then current rates * :






	(a)	 	Conversion of Resource Bank to the UniFi PRO Mortgage System.
	 
	(b)	 	Upgrade to version 5.2 (eX) of UniFi PRO Mortgage.
	 
	(c)	 	Conversion to UniFi PowerPrint from UniFi UniPrint.
	 
	(d)	 	Installation of Progress Version 10.
	 
	 	 	All other Implementation Services and Training Services not associated with the projects listed
above will be invoiced at Fiserv’s then current rates.
	 
	 	 	Except as otherwise expressly provided herein, Client agrees to pay reasonable travel,
excluding travel time, and living expenses of any employees of Fiserv and its authorized
contractors who render services at any Client site in connection with the activities described
in this Agreement. All expenses shall be itemized on invoices submitted by Fiserv and shall be
due and payable upon presentation of each invoice as provided herein.







 




	
	* 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 47 of 67









 
















	6.	 	Progress Version 10 Licensing. During the term of this agreement, Client will be
entitled to exchange its current Progress Enterprise licenses for Progress Enterprise Version
10 licenses at * to the Client. If Resource Bank, an affiliate of the
Client, converts its loan origination solution to UniFI PRO Mortgage during the term of this
agreement, all Progress Enterprise Version 10 licenses required for Resource Bank will be at
* to Resource Bank or Client. Client will not pay more
than 20% of the license list price as of the date of this Agreement for annual maintenance of
the database. Provided that Resource Bank, an affiliate of the Client, has converted its loan
origination solution to UniFi PRO Mortgage, then subsequent to the conversion, the total
annual maintenance fee for Progress Enterprise licenses for Resource Bank and Client will be
* as of the date of this Agreement. *
	 
	7.	 	Custom Programming Assistance. During the term of this agreement, Client will
be entitled to a total of * of custom UniFi PRO Mortgage development at no
charge to the Client.






	 	(a)	 	All custom UniFi PRO Mortgage development work exceeding the *
will be invoiced at Fiserv’s then current rates.
	 
	 	Except as otherwise expressly provided herein, * .






	8.	 	Networking Assistance. Upon execution of this agreement, Fiserv will disburse
to the Client a * to be used by the client solely to convert its current UniFi PRO
Mortgage stand alone laptops to host connected devices utilizing Citrix, Terminal Services or
NetSpeed.






	9.	 	Other Licenses and Services. Except as otherwise expressly provided herein,
all license and service fees invoiced to the client will be at Fiserv’s then current rates.






	10.	 	Other. Fiserv will continue to work collaboratively with Mortgagebot in
regards to the ongoing support of Client. This will include support for taking online
mortgage applications and returning loan status information to Mortgagebot utilizing the
current ProLink/ProLink Plus interface or a future comparable replacement. Any technology
initiatives that are warranted during this time will be jointly discussed between the three
parties and a mutually agreeable plan of action will be defined. Fiserv understands and
agrees with Client’s desire that all connections to third party services be initiated from
inside the Client network. It is not desirable to open the Client network for inbound
connections from a third party. As we develop new, and update existing third party
connections this will be our standard and strongly preferred method of communication.







 




	
	* 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 48 of 67









 











Exhibit C—5—B




Computer System




Fiserv recommends Client obtain the following for proper Software operation:





	1.	 	Hardware Recommendations. The Hardware, Programming Language, and Operating
System to be utilized by Client are listed below. These configurations will provide an
acceptable level of performance. As with any Windows software; however, performance can be
affected by other applications, overall system configuration, and many other factors. In
addition, an Internet connection is required, as all Software Updates are made available on
the Internet. These Requirements reflect only the effect of the Software being licensed;
other third party software operating on the desktop must be evaluated by the Licensee to
determine additional impact on hardware and network.






	 	(a)	 	Networked Workstation





	 	 	 	 	 
	 

	 	CPU
 
	 	Intel® Pentium® IV
	 

	 	Operating System(s)
 
	 	Microsoft® Windows® 2000 Pro./XP Pro.
	 

	 	Memory
 
	 	256 MB (XP Requires 384 MB)
	 

	 	Available Disk Space
	 	100 MB
	 
	 	 	 	 
	(b)

	 	Laptop	 	 
	 
	 	 	 	 
	 

	 	CPU
 
	 	Intel® Pentium IV
	 

	 	Operating System(s)
 
	 	Microsoft® Windows® 2000 Pro./XP Pro.
	 

	 	Memory
 
	 	256 MB (XP Requires 384 MB)
	 

	 	Available Disk Space
 
	 	1 GB (when upgrading to a new version of software,
	 

	 	 	 	additional disk space may be required)
	 

	 	Modem
	 	56K
	 
	 	 	 	 
	(c)	 	EDI Communication Server
	 
	 	 	 	 
	 

	 	Dial-Up
 	 	 
	 

	 	CPU
 
	 	Intel® Pentium IV
	 

	 	Operating System(s)
 
	 	Microsoft® Windows® 2000 with .NET Framework
	 

	 	Memory
 
	 	256 MB
	 

	 	Available Disk Space
 
	 	40 MB
	 

	 	Modem
	 	U.S. Robotics® 56K External Modem
	 
	 	 	 	 
	(d)	 	Leased Line
	 
	 	 	 	 
	 

	 	CPU
 
	 	Intel® Pentium IV
	 

	 	Operating System(s)
 
	 	Microsoft® Windows® 2000 with .NET Framework
	 

	 	Memory
 
	 	512 MB
	 

	 	Available Disk Space
 
	 	40 MB
	 

	 	Communication Lines
	 	Consult Fiserv Lending Solutions on the availability
	 

	 	 	 	and requirements of a TCP/IP connection.






Page 49 of 67









 











	 	 	 	 	 
	(e)	 	EDI Parser(s). The EDI Parser computers are part of Fiserv Lending
Solutions’ scalable EDI solution. Multiple computers might be needed depending on the
customer’s volume and response time requirements.
	 
	 	 	 	 
	 

	 	CPU
	 	Intel® Pentium IV
	 

	 	Operating System(s)
	 	Microsoft® Windows® 2000
	 

	 	Memory
	 	256 MB
	 

	 	Available Disk Space
	 	20 MB







	 	(f)	 	Database Server*. The Database Management System runs on platforms that are
determined by the DBMS vendor. Please refer to individual vendor sites for platform
availability.
	 
	 	(g)	 	Code Server(s)*. The Code Server runs on a Novell® 5.0 using TCP/IP protocol,
Microsoft® Windows® 2000 with Service Pack 4.
	 
	 	(h)	 	Web Server (For NetSpeed Deployment)*. The Web Server can run on Microsoft®
Windows® 2000 with Service Pack 4. Additional software requirements include IIS 5.0 or
higher.
	 
	 	(i)	 	NetSpeed Application Server (For NetSpeed Deployment)*. The NetSpeed Application
Web Server can run on Microsoft® Windows® 2000 with Service Pack 4. Additional
software requirements include IIS 5.0 or higher and Progress® Software Open Edge
Application Server 10A.
	 
	 	(j)	 	PowerPrint® Production Server*. The PowerPrint Production Server using the Rakis
Runtime engine V4.6 runs on Microsoft® Windows® 2000 with Service Pack 3.
	 
	 	(k)	 	PowerPrint® Database Server*. The PowerPrint Database Server runs Microsoft®
SQL Server 2000 on Microsoft® Windows® 2000 with Service Pack 4 and MDAC 2.6.
	 
	 	(l)	 	PowerPrint Development Server*. The PowerPrint Development Server runs on
Microsoft® Windows® 2000 with Service Pack 4. Additional software requirements include
Visual Basic 6.0 Professional Edition (or better) with Service Pack 3.
	 
	 	(m)	 	Printer Requirements. Network/Fixed Printer: Any Windows-compliant printer that
supports PCL5e or above. (Additional hardware might be needed to print forms. Consult
Fiserv Lending Solutions or your forms provider.) Laptop Portable Printers: HP DeskJet
340 or Cannon BJ 80
	 
	 	(n)	 	Other Requirements.






	 	(i)	 	U.S. Robotics 56K external modem needed for PCAnywhereTM sessions by Fiserv

Lending Solutions personnel.
	 
	 	(ii)	 	A CD-ROM is needed for the initial software installation.






	 	(o)	 	* Due to the unique nature of each Client’s environment, it is impossible to state
specific hardware requirements without doing a detailed analysis of your individual needs.
	 
	 	(p)	 	** Microsoft® Windows® 2000 and XP are required to be Professional version or
higher unless otherwise stated.
	 
	 	(q)	 	When upgrading to a new version of the software, additional disk space may be
required.
	 
	 	®	 	Hardware requirements are subject to change.





Page 50 of 67









 










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 51 of 67









 










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
	 
	 	(i)	 	Funds Transfer
	 
	 	(ii)	 	Stop Payments
	 
	 	(iii)	 	Check Reorders
	 
	 	(iv)	 	Reports (detailed on Exhibit D — 3 hereto)
	 
	 	(v)	 	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 A — 1.






	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.







 




	
	* 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 52 of 67









 
















	 	(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 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 * . 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 53 of 67









 















Exhibit D — 2




E-Commerce Services Fee Schedule




This fee schedule is included in Exhibit A — 1.




Page 54 of 67









 













Exhibit D — 3




E-Commerce System Reports




	 	 	 
	Report No.	 	Report Name
	Telephone Banking (Host-Based) Reports
	TB320-01

	 	Merchant Payment History Report
	TB320-01

	 	Valid Transfer Report
	TB335-02

	 	Settlement Totals Report
	TB500-05

	 	Customer Transaction History Report
	TB700-06

	 	Merchant Directory Report
	TB720-08

	 	Merchant Profile Report
	TB310-13

	 	Transfer/Bill Payment Directory
	TB320-14

	 	Merchant Payment Checks
	TB320-15

	 	Check Register Report/Add’l Check Pages
	TB320-16

	 	Merchant Notice of Deposit/Notice of Transit to ACH
	TB320-17

	 	Payment/Transfer Exception Report
	TB350-20

	 	Merchant Verification Form Report
	TB410-21

	 	Customer Usage Report
	TB600-26

	 	Annual Payment Summary Report
	TB600-27

	 	Annual Summary Exception Report
	TB310-30

	 	NSF Notices Report
	TB310-31

	 	Merchant Verification Exception Report
	TB750-36

	 	Active/Inactive Report
	TB250-39

	 	Customer Batch Update Report
	TB250-40

	 	Customer Batch Update Exception Report
	TB255-41

	 	Merchant Batch Update Report
	TB255-42

	 	Merchant Batch Update Exception Report
	TB265-43

	 	Return Item Report
	TB400-09

	 	Purged Accounts Report
	TB430-19

	 	Branch Customer Report
	TB720-48

	 	Purged Merchant Report
	TB725-46

	 	Purged Merchant History Report
	TB565-49

	 	Electronic Banking Statistics
	Internet Banking (Browser-Based) Reports
	n/a

	 	NetTracker Reports






Page 55 of 67









 

'









Exhibit D — 4




Implementation Guidelines





	1.	 	Client agrees that Fiserv is limiting the implementation effort to features described
in Exhibit A — 1 and initialed by Client. Upon signing of this Agreement, an Implementation
Questionnaire will be provided to Client that details Client’s setup and branding options.
Additional customization or the installation of features that are not defined by this Exhibit
D or the Implementation Questionnaire is considered “Custom Development” and is billable at
the rates specified in Exhibit A — 1. If additional customization is required after Client
and Fiserv have projected a “Live Date” for the service, Fiserv reserves the right to move the
“Live Date” to a future available time slot or add the customization after the Internet
Banking site is moved to the “live” environment. Future customization will follow the
established “Enhancement Request” process defined by Fiserv.






	2.	 	Client Internet Banking site will be moved from a “test” environment to a “live”
environment only after a completed Implementation Signoff is received by Fiserv. No changes
to the site will be allowed until after the site has been moved to the “live” production
servers. Fiserv requires a minimum of 5 business days after Implementation signoff is
received to move Client to “live” environment.





Page 56 of 67









 










Exhibit E




Development Services




Client agrees with Fiserv as follows:





	1.	 	Custom Programming Allowance. *






	 	(a)	 	If Client funds the development of an enhancement, and such funding is in
* and the enhancement generates revenue for Fiserv in the Client-delivered specifications, a rebate program based on the level of
Client investment will be implemented. The parameters of the rebate program will be
mutually agreed to on a project-by-project basis.
	 
	 	(b)	 	Fiserv will cooperate with Client on projects that will guarantee fee income for
Client. *






     Each such project will be defined and agreed upon before development begins. Parameters
will be mutually determined per specific project.




	 	(c)	 	For projects that Client requests that are not currently in the Fiserv plan and
which Client requests to expedite, Fiserv may use 3rd party contractors to
achieve Client’s objectives. In such event, Client will be required to share in the
funding of the 3rd party resources. Client’s shared funding expense * .
	 
	 	(d)	 	Fiserv will provide           *          to be used
at Client’s discretion to prioritize components within the Fiserv strategic initiatives as
validated by the Client Advisory Board. The current strategic initiatives validated by the
Client Advisory Board include * .
	 
	 	(e)	 	          * Client to define specific projects and establish the appropriate service
level agreements for project completion and quality. The program manager will insure that
the Fiserv SourceOne project delivery framework consisting of feasibility, planning,
design, construction, and deployment phases is employed as appropriate for all new Client
development requests. The program manager will create and maintain a summary report of all
Client development initiatives. The status of each project contained in the report will be
reviewed with Client during regularly scheduled monthly conference calls. Additionally,
the program manager will visit Client on a quarterly basis to review the status of each
project, share the strategic development direction of Fiserv SourceOne, and to help jointly
define any new development initiatives that Client may be interested in pursuing.






	2.	 	Development Services. Except as defined in this Exhibit E, Subsection 1,
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 and at the Professional Services rates defined. Fiserv
agrees not to increase fees for any individual promoted or reassigned during the course of the
project. 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.







 




	
	* 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 57 of 67









 











	 	(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.
	 
	 	(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.
Exceptions to the process may be requested on a case-by-case basis. 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.




	3.	 	Estimated Fees.






	 	(a)	 	Except as defined in this Exhibit E, Subsection 1, Client shall pay Fiserv fees and
other charges for each Development Project as specified in each Exhibit E — n (“Development
Fees”).






          *               Any estimates of
Development Fees and completion dates are referenced solely for the purpose of allowing
Client to plan its budgets and schedules based upon the then available information. The
daily rates quoted in the table will be valid for 3 months from the effective date of a
Development Project. Fiserv will adhere to its Professional Services rates as defined.
Fiserv agrees not to increase fees for any individual promoted or reassigned during a
project.




	 	(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.
	 
	 	(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 58 of 67









 
















	 	(d)	 	Development Fees shall be paid 25% upon execution, 25% upon accepted specification
document, and 50% upon project acceptance as described in item 2.d of acceptance test..
	 
	 	(e)	 	Fiserv reserves the right to increase the applicable maintenance fees for the
Fiserv Service to which the Development Project relates.
	 
	 	(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.






	4.	 	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.






	5.	 	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. In no event shall Fiserv be liable for refund of
any Development Fees already paid by Client.






	6.	 	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.




Page 59 of 67









 
















Exhibit F




Mortgage Processing Software & Services (MortgageServ)




Account Processing Services




Client agrees with Fiserv as follows:





	1.	 	Services. Fiserv will provide Client the following Account Processing Services
(“Account Processing Services”) specified in Exhibit F and F-1.
	 
	2.	 	Fees.






	 	(a)	 	Client shall pay Fiserv fees and other charges for Account Processing Services
specified in Exhibit F-2 (“Account Processing Fees”).
	 
	 	(b)	 	Fiserv agrees not to increase the Base Account Fee for inflation during the Term of
the Agreement.






	3.	 	Communications Hardware and Software.






	 	(a)	 	Client understands and agrees to do the following:






	 	(i)	 	contact Fiserv to obtain equipment configuration and addressing information for
all network-attached devices. Client agrees to configure all such equipment in
accordance with such information;
	 
	 	(ii)	 	provide Fiserv 60 days prior written notice, specifying the effective date
prior to disconnecting data communications services provided by Fiserv; and
	 
	 	(iii)	 	use Remote Job Entry or Network Job Entry for report delivery.






	 	(b)	 	In order to maintain compatibility with IBM software, Fiserv installs new releases
to its communications software. Fiserv will provide prior written notice of planned
installations. Client must obtain appropriate changes for its communications software in
order to retain compatibility.






	4.	 	Reconstruction of Error Conditions. Reconstruction of error conditions attributable
to Client or to third parties acting on Client’s behalf will be done at Fiserv’s then
prevailing rates.






	5.	 	Hours of Operation. The Fiserv customer service center will be available for use by
Client between 8 a.m. and 7 p.m. (Eastern Time zone), Monday through Friday (excluding
national holidays). The Fiserv System will be available for full online services between 7
a.m. and 9 p.m. (Eastern Time Zone), Monday through Friday and for inquiry only purposes 24
hours a day, Monday through Friday, except for a maintenance period of approximately 60
minutes per day, and on Saturdays from 7:00 a.m., through 7:00 p.m., unless notified in
advance by Fiserv that the Fiserv System will be unavailable.






	6.	 	Regulatory Changes. Regulatory changes will be implemented on a timely schedule to
correspond with the effective date of the regulation as jointly agreed between Fiserv and its
client base, provided that Fiserv receives a minimum 6 month advance notification of
regulatory change from the appropriate regulatory agency, with notice of proposed regulatory
change being sufficient advance notification.






	7.	 	Protection of Data. Fiserv provides “on-line” security via utilization of leased
lines with poll/select protocol. Client’s data is copied to tape daily and sent to an
off-site storage facility. Client may request a copy of Client’s master files on tape for
which Client agrees to pay the charges indicated in Exhibit F-2.






	8.	 	Manuals. One (1) complete set of electronic documentation will be provided to Client
free of charge. Client may publish manuals on Client’s internal network.






	9.	 	User Group Membership. Fiserv supports a formal User Group for Account Processing
Services clients. The annual dues for support of the User Group are determined by the
Advisory Board annually. Membership in the User Group is mandatory. Active participation on
User Group subcommittees is voluntary. Voting privileges and the ability to submit
suggestions for consideration by the User Group are contingent upon the payment of annual
dues. Funds collected will be placed in a checking account controlled by the User Group
Executive Board and will be used exclusively for the expenses of the User Group. Expenses
incurred by Fiserv will not be charged to the User Group, nor does Fiserv receive any
financial benefit from User Group dues.




Page 60 of 67









 
















Exhibit F—1




Account Processing Services




Fiserv will provide Client the following Account Processing Services:





	1.	 	Basic Services.






	 	(a)	 	Online Services. Inquire and update of Client Files from terminals located
in Client’s offices. The documentation describes the procedures for use of online services
for Account Processing Services.
	 
	 	(b)	 	Reports. Applicable reports based on Client’s usage according to the
documentation will be transmitted to Client.
	 
	 	(c)	 	Customer Service Telephone Support. Telephone support will be available to
obtain information and for the discussion of issues and problems.
	 
	 	(d)	 	Business Improvement/Consulting Services. Three days of onsite consulting
services per year will be provided as a value-added component. Fiserv will fund the
Consultant’s time; Client will fund the out-of-pocket expenses incurred by the Fiserv
Consultant(s). The intention is for this time to be used to identify areas of improvement
where Client can execute better use of the system. Fiserv will provide a summary report of
assessment to Client management.




Page 61 of 67









 

















Exhibit F—2




Account Processing Services Fees





	1.	 	Definitions.






	 	(a)	 	Active Accounts/Inactive Accounts — Active Accounts are all accounts entered in the
system during a billing month. Inactive accounts are those Active Accounts that are closed,
balance that has been reduced to zero by prepayment, maturity or foreclosure. Accounts made
Inactive in a billing month remain as an Active account for the calendar month the account
was closed. At the end of the calendar month the Active Accounts that were made Inactive
are moved to an Inactive account status, except if the account has a balance, then it
remains as Active.
	 
	 	(b)	 	Ancillary Products and Services — These are products or services offered by Fiserv
at the fees defined in the sections below.
	 
	 	(c)	 	Interface — Fiserv provides in the Section C. software interfaces to Client systems
which are defined as Fiserv standard format interfaces. Requested deviations to the
standard will be provided on an estimated fee basis for development.
	 
	 	(d)	 	In-process Accounts — In-process Accounts are all accounts that are boarded to the
system that are still in application and have not closed.






	2.	 	Base Account Fee. Monthly per Active Loan (includes Browser Capability)





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Monthly Minimum
	Incremental Charge*	 	Prime*	 	HELOC*	 	Charge*
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 






     Note *




	3.	 	Base Account Fee.






	 	(a)	 	* :






	 	(i)	 	Originations. UniFi loan origination interface, warehouse subsystem.
	 
	 	(ii)	 	Payment Processing. ACH, payment documents, billing statement files,
payment processing, lockbox and stop file (1 vendor), branch payment via SourceOne.







 




	
	* 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 62 of 67









 
















	 	(iii)	 	Accounting. GL interface, FNMA, GNMA, FHLMC processing (not
including EDI transmissions), supported private investors
	 
	 	(iv)	 	Customer Service. Customer inquiry tracking (CIT), payoff tracking &
retention of quotes, 24 month online history, 4 months online before and after logging,
CRF interface, VRU interface.
	 
	 	(v)	 	Escrow Administration. Escrow processing, hazard insurance interfaces,
tax service interfaces, PMI interfaces, escrow analysis.
	 
	 	(vi)	 	Default Management. Collections, power dialer download, credit
bureau, field service, early indicator and risk profiler interfaces, and default — loss
mitigation, foreclosure, bankruptcy, claims, and REO.
	 
	 	(vii)	 	EOY. Short year history disclosure data tape, year-end vendor data
tape (1 test and 1 final).
	 
	 	(viii)	 	Other. SAR processing, Sendero (or other asset liability)
interface, tape/file handling, service release processing, RF Spectrum interface.






	4.	 	Charge per Inactive / In process / Paid-in-Full Loans / Test Bank.





	 	 	 
	Loan Category	 	Charge*
	Inactive Loan
	 	 
	In Process Loan
	 	 
	Paid in Full Loan
	 	 
	Service Released
	 	 
	*
	 	 







	5.	 	Report Writer / Real Time Letter Writer.





	 	 	 	 	 	 	 
	Feature	 	 	 	Charge
	Functionality	 	Description	 	One Time Setup*	 	Recurring Charge*
	 

	 	Real-time Letter	 	 	 	 
	 

	 	writing using	 	 	 	 
	On-Line Letter Writer

	 	integrated MSWord	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	MortgageServ core	 	 	 	 
	 

	 	ad hoc reporting	 	 	 	 
	 

	 	query tool and en	 	 	 	 
	 

	 	masse batch letter	 	 	 	 
	 

	 	writer using	 	 	 	 
	Report Writer

	 	integrated MSWord	 	 	 	 







	6.	 	Monthly Pass-through Charges.





	 	 	 
	Pass-through Category*	 	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 63 of 67









 
















	7.	 	Ancillary System Features / Services.





	 	 	 	 	 	 	 
	Feature	 	 	 	Charge
	Functionality	 	Description	 	One Time Setup*	 	Recurring Charge*
	One-Time ACH

	 	Provides the ability
to execute ad-hoc
drafting of borrower’s
checking or savings
account.	 	 	 	 
	 
	 	 	 	 	 	 
	Equity Builder

	 	Provides the ability
to implement an
in-house Bi-Saver
program	 	 	 	 
	 
	 	 	 	 	 	 
	PL$$ Standard

	 	Affiliate

Servicing/Private

Label with multiple

sub-institutions	 	 	 	 
	 
	 	 	 	 	 	 
	PL$$ Enterprise

	 	Affiliate

Servicing/Private

Label with multiple

entities	 	 	 	 
	 
	 	 	 	 	 	 
	Construction Loan

	 	Administration of
construction &
construction/permanent
loans	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	On-line view of loan
level and non-loan
level file maintenance
activity	 	 	 	 
	 

	 	1. Rolling 3 months	 	 	 	 
	 

	 	2. Additional 3 months	 	 	 	 
	On-line File

	 	3. Additional 6 months	 	 	 	 
	Maintenance

	 	4. Additional 9 months	 	 	 	 
	 
	 	 	 	 	 	 
	Realtime24

	 	24/7 system update

capability for active

loans	 	 	 	 
	 
	 	 	 	 	 	 
	Secondary Marketing

Warehouse

	 	Warehouse / Investor

commitment control	 	 	 	 
	 
	 	 	 	 	 	 
	Real time Bulk

Investor Sale File

	 	Provides the bulk
transfer of loans sold
to an investor via an
inbound file processed
in real time.
Multiple daily files
are supported with
updates executed at
12:00 noon, 4:00pm and
8:00pm ET.	 	 	 	 
	 
	 	 	 	 	 	 
	Professional Services

	 	Subject Matter Experts

provide consulting,

training or customer

development	 	 	 	 
	 
	 	 	 	 	 	 
	Professional

Services

	 	Subject Matter Experts
provide consulting or
training.	 	 	 	 








 




	
	* 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 64 of 67









 















	 	 	 	 	 	 	 
	Feature	 	 	 	Charge
	Functionality	 	Description	 	One Time Setup*	 	Recurring Charge*
	Professional

Services

	 	Loan Conversions — Subject
Matter Experts provide
consulting or training.	 	 	 	 
	 
	 	 	 	 	 	 
	36 month on-line
history view

	 	Rolling 36month on-line view of
transaction history	 	 	 	 
	 
	 	 	 	 	 	 
	Nautilus — via
Service Bureau

	 	Report / Letter viewing facility.	 	 	 	 
	 
	 	 	 	 	 	 
	DVD

	 	Available to clients not having
a Nautilus license, the service
provides copies of all reports
generated for the client in a
given month.	 	 	 	 
	 
	 	 	 	 	 	 
	Extended 5-Day

Processing

	 	Provides the capability to
extend Friday processing into
Saturday where all transactions
processed on Saturday are dated
with the Friday date.	 	 	 	 
	 
	 	 	 	 	 	 
	Six (6) Day
Processing

	 	Provides the ability to operate
under a true six-day work week.
This includes outbound file
transmissions that may be
scheduled to generate on
Saturday, which is considered
the last day of the work week.	 	 	 	 
	 
	 	 	 	 	 	 
	Year-end Processing

Reports

	 	EOY data file to print vendor
IRS reporting file
IRS Adds/Correction file to IRS	 	 	 	 
	 
	 	 	 	 	 	 
	Realtime Delinquency

	 	Real time collection queue
reassignment when using Option 2
Delinquency Method.	 	 	 	 








 




	
	* 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 65 of 67









 
















	8.	 	Ancillary System Interfaces.





	 	 	 	 	 	 	 	 	 
	Interface	 	 	 	 	 	Charge*
	 	 	Description	 	Set up Fee	 	Recurring Charge	 	Per Run Charge
	Asset/Liability

Interfaces:
	 	Portfolio evaluation modeling	 	 	 	 	 	 
	1. Fiserv
IPS-Sendaro
	 	 	 	 	 	 	 	 
	2. Other Systems

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Hazard Insurance

Automation

	 	Bi-directional hazard
insurance billing/payment
files directly between the
insurance carrier and
MortgageServ.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	PMI Insurance

Automation

	 	Bi-directional MI insurance
billing/payment files
directly between the MI
carrier and MortgageServ.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	CIS / CIF Interface

	 	Update files from
MortgageServ to client CIS /CIF
file	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Database Tapes

	 	Data extract files	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BiSaver Interfaces

	 	Interface files to external
BiSaver entities	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Early Indicator

Interface

	 	Exchange of Early Resolution
loan data between Freddie
Mac and MortgageServ.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Hazard Insurance

Outsourcing

Interfaces

	 	When using an external third
party insurance outsourcing
entity, this feature
supports bi-directional
interface files between the
outsourcer’s application and
MortgageServ.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Tax Outsourcing

Interfaces

	 	When using an external third
party tax outsourcing
entity, this feature
supports bi-directional
interface files between the
outsourcer’s application and
MortgageServ.	 	 	 	 	 	 








 




	
	* 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 66 of 67









 















	 	 	 	 	 	 	 	 	 
	Interface	 	 	 	 	 	Charge*
	 	 	Description	 	Set up Fee	 	Recurring Charge	 	Per Run Charge
	Real time Lockbox

	 	Up to three
scheduled lockbox
file updates during
the day. (this is
in addition to one
nightly batch
lockbox file.)	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	MERS Interfaces

	 	Update MERS with
appropriate loan
level status.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Optional Product

Interfaces

	 	Provides bi-lateral

interfaces with

optional products

carriers	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Power Dialer Download

	 	Client selected
loans extracted
from MortgageServ
and passed to a
dialer application.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Power Dialer Upload

	 	Commentary passed
from the dialer
application to
MortgageServ.	 	 	 	 	 	 







	9.	 	Other.





	 	 	 	 	 
	Item	 	Description	 	Charge*
	SAS-70 Report

	 	Fiserv will furnish you our annual SAS-70
Report as a PDF File on CDRom. From this
you may make as many copies as your
internal needs may require.	 	 
	 
	 	 	 	 
	Leaprocon Interface

	 	GL balancing system	 	 








 




	
	* 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 67 of 67