Unassociated Document


    EXHIBIT
10.1

     

    [*]=Information
redacted pursuant to a confidential treatment request.  Such
information 

    has
been filed separately with the Securities and Exchange Commission.

     

    N.B.  THE
RIGHTS GRANTED TO THE TRUSTEE IDENTIFED HEREIN, INCLUDING, WITHOUT LIMITATION
THE AUTHORITY GRANTED TO THE TRUSTEE TO DIRECT THE BANK (AS DEFINED BELOW) WITH
RESPECT TO THE DEPOSIT ACCOUNT COLLATERAL (AS DEFINED BELOW) AS HEREIN PROVIDED,
SHALL BE LIMITED AS HEREIN PROVIDED.  THIS SECOND LIEN DEPOSIT ACCOUNT
CONTROL AGREEMENT IS SUBJECT TO THE TERMS OF THE FIRST LIEN AGREEMENT REFERRED
TO BELOW AND IN THE EVENT OF ANY INCONSISTENCIES BETWEEN THIS AGREEMENT AND THE
FIRST LIEN AGREEMENT, THE FIRST LIEN AGREEMENT SHALL CONTROL.

     

    SECOND LIEN DEPOSIT ACCOUNT
CONTROL AGREEMENT

     

    THIS
DEPOSIT ACCOUNT CONTROL AGREEMENT (as amended and in effect from time to time,
this “Agreement”) is dated as of July 24, 2009 and effective for all purposes as
of August 1, 2008, by and among BancorpSouth Bank (together with its successors
and assigns, “Bank”), Hancock Fabrics, Inc. (together with its successors and
assigns, the “Company”) and Deutsche Bank National Trust Company, in its
capacity as trustee (in such capacity, together with its successors and assigns,
“the Trustee”) pursuant to the Indenture (as hereinafter defined) acting for
itself and on behalf of the Holders (as defined in the Indenture).

     

    WITNESSETH

     

    WHEREAS,
Bank maintains for the use of the Company the following deposit
accounts:

     

    [*]  (the
“Concentration Account”)

    [*]  (the
“Operating Account”)

    


    which
deposit accounts are hereinafter referred to collectively as the “Deposit
Accounts”, and individually, each as a “Deposit Account”;

     

    WHEREAS,
Bank additionally maintains for the use of the Company the following deposit
accounts:

     

    [*]  (the
“Salaried Payroll Account”)

    [*]  (the
“Hourly Payroll Account”)

    


    which
deposit accounts are hereinafter referred to collectively as the “Payroll
Accounts”, and individually, each as a “Payroll Account”;

     

    WHEREAS,
the Company maintains numerous deposit accounts with numerous financial
institutions (including Bank) throughout the United States into which are
deposited revenues generated by Company’s various stores, which deposit accounts
are hereinafter referred to collectively as the “Store Accounts”, and
individually, each as a “Store Account”;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    WHEREAS,
pursuant to the Loan and Security Agreement dated as of August 1, 2008, by and
among the Company, certain of Company’s affiliates and subsidiaries, General
Electric Capital Corporation, in its capacity as agent (together with its
successors and assigns, the “Agent”) and the lenders identified therein (the
“Lenders”) (as amended, restated, supplemented or otherwise modified and in
effect, the “Loan Agreement”), Agent and the Lenders have a first priority
security interest in, among other things, all right, title and interest of the
Company in and to the following, whether now or hereafter existing or arising
(collectively, the “Deposit Account Collateral”):  (a) the Deposit
Accounts, (b) all cash, checks, money orders, drafts, instruments, electronic
funds transfers and other items and forms of remittances and all funds and other
amounts at any time paid, deposited or credited (whether for collection,
provisionally or otherwise), held or otherwise in the possession or under the
control of, or in transit to, Bank or any agent or custodian thereof for credit
to or to be deposited in any Deposit Account, (c) all funds and cash balances or
other amounts in or attributable to any Deposit Account, and (d) any and all
proceeds of any of the foregoing;

     

    WHEREAS,
in order to perfect the first priority security interest in the Deposit Account
Collateral of the Agent and the Lenders, the Agent, the Bank and the Company
entered into a Deposit Account Control Agreement dated August 1, 2008 (as
amended and as in effect from time to time, the “First Lien
Agreement”),

     

    WHEREAS,
pursuant to the Indenture dated as of June 18, 2008, between the Company and the
Trustee, the Trustee and the Holders have a second priority security interest
in, among other things, all right title and interest of the Company in and to
the Deposit Account Collateral.

     

    WHEREAS,
the Company, the Trustee and Bank desire to enter into this Agreement in order
to set forth their relative rights and duties with respect to, and to perfect
its second lien security interest in, the Deposit Account
Collateral.

     

    NOW,
THEREFORE, in order for the Company to comply with the requirements of the
Trustee and the Holders under the Indenture and the other financing arrangements
with the Company, the Company, Bank and the Trustee agree as
follows:


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    1.           Deposit Account
Collateral.  Bank hereby represents, warrants and covenants
with and to the Trustee and the Holders that:  Bank has established
and will maintain the Deposit Accounts and has identified the Company as the
sole owner of the Deposit Accounts, subject to the rights therein of the Agent
and the Lenders under the First Lien Agreement, and of the Trustee and the
Holders as provided herein; the records of Bank do not reflect, and it has not
received any notice of, any assignment or pledge of, or security interest in,
the Deposit Accounts or any of the other Deposit Account Collateral (other than
the pledge and security interest of Agent and the Lenders referred to in the
First Lien Agreement and of the Trustee and the Holders referred to herein), or
any notice of any adverse claim with respect to any of the same; Bank has not
entered and will not enter into any agreement with any person, other than Agent
pursuant to the First Lien  Agreement or the Trustee as set forth
herein, by which it is obligated for any reason to comply with instructions from
such other person as to the disposition of funds in or from the Deposit Accounts
or with respect to any other dealings with any of the Deposit Account
Collateral; Bank will not agree that any person other than the Company, Agent or
the Trustee is Bank’s customer with respect to any Deposit Account; the Deposit
Accounts are each a “deposit account” as such term is defined in the UCC (as
hereinafter defined); Bank acknowledges that it holds and will hold possession
of the Deposit Account Collateral consisting of instruments and money as bailee
for Agent for the benefit of Agent and the Lenders, and for the Trustee and for
the benefit of itself and the Holders, subject to the terms and provisions of
the First Lien Agreement1 and of this Agreement;
Bank is hereby irrevocably authorized and instructed to change the designation
of the customer on any Deposit Account to Agent upon the request of Agent and
Bank shall so change the customer designation promptly upon such request by
Agent; and Bank is hereby irrevocably authorized and instructed to change the
designation of the customer on any Deposit Account to the Trustee upon the
request of the Trustee and Bank shall so change the customer designation
promptly upon such request by the Trustee; provided, however, that the Trustee
agrees that the Bank shall have no duty to comply with any such request until
the Bank has received written notice from Agent that states the Agent has
terminated the First Lien Agreement and identifies such written notice as a
“Termination Notice” (such written notice from the Agent to the Bank hereinafter
referred to as  a “Termination Notice”).  The Company hereby
confirms to Bank that the Company has granted to the Trustee, as collateral
security for the Company’s obligations to the Trustee and the Holders under the
Indenture, a second priority security interest in and Lien on the Deposit
Account Collateral, and Bank hereby acknowledges such second priority security
interest in and Lien on the Deposit Account Collateral.  This
Agreement shall be inapplicable to any account maintained by Company at Bank
other than the Deposit Accounts, the Payroll Accounts and the Store
Accounts.

     

    2.           Control.

     

    (a)           Notwithstanding
any term or provision of this Agreement or other agreement between Bank and the
Company or otherwise, other than in respect of the First Lien Agreement,
following the receipt by the Bank of a Termination Notice, the Company hereby
irrevocably authorizes and directs the Bank to comply with, and the Bank hereby
agrees to comply with, all instructions originated by the Trustee in accordance
with this Agreement, including directing the disposition of funds in any Deposit
Account or as to any other matter relating to any Deposit Account or other
Deposit Account Collateral, without further consent by the Company (which
instructions may include the giving of stop payment orders for any items being
presented to a Deposit Account for payment).

     

    (b)           With
respect to the Concentration Account, Bank shall not permit the Company or any
of its affiliates or any other person (other than Agent prior to the delivery of
a Termination Notice) to withdraw any amounts from, to draw upon or otherwise
exercise any authority or powers with respect to the Concentration Account, and
Bank shall not at any time honor any instructions with respect to the
Concentration Account, other than, prior to receipt by the Bank of a Termination
Notice, those approved in writing by Agent, and following its receipt of a
Termination Notice, those approved in writing by the
Trustee.  Notwithstanding the foregoing, until the Trustee otherwise
advises Bank in writing following the Bank’s receipt of a Termination Notice,
Company shall have access to the Concentration Account to the extent expressly
provided in the Loan Agreement, the First Lien Agreement and Section 3(d)
herein.

     

      
        

      

    

     

    1 The
reference to the First Lien Agreement was not picked up in the Elavon Deposit
Account Control Agreement.  Please when revising send to us a marked
draft of each DACA, marked against the execution copy of the GECC DACAs, if
possible.


    
      
         


      

      
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    (c)           With
respect to the Operating Account, (i) prior to the Bank’s receipt of a
Termination Notice, the Company shall have access to the Operating Account to
the extent expressly provided in the First Lien Agreement and (ii) following the
Bank’s receipt of a Termination Notice and until the Trustee otherwise advises
the Bank in writing, Company shall have access to the Operating Account to the
extent expressly provided in Section 3(d) herein.

     

    3.           Remittance of Funds; Use of
Cash Management Facilities.

     

    (a)           Unless
the Bank is otherwise directed by Agent prior to the Bank’s receipt of a
Termination Notice, or by the Trustee following the Bank’s receipt of a
Termination Notice, the Bank shall cause all Deposit Account Collateral to be
deposited into the Concentration Account in immediately available
funds.  Prior to the receipt by the Bank of a Termination Notice, on
each banking day, Bank shall transfer to Agent all available funds in the
Concentration Account by wire to DeutscheBank Trust Company Americas, ABA #021
011 033; Account Name: General Electric Capital Corporation; Account Number:
502-795-13; CFN: CFK1027; Reference: Hancock Fabrics or such other account as
Agent may from time to time designate to Bank pursuant to the terms of the First
Lien Agreement, and, following receipt by the Bank of a Termination Notice, to
an account designated by the Trustee in writing pursuant to the terms hereof
(the “Trustee Payment Account”).

     

    (b)           Unless
otherwise agreed to in writing between the Trustee and the Company, the proceeds
of the loans and advances made by the Trustee and the Holders to the Company
pursuant to the terms and conditions set forth in the Indenture and related
documents, agreements, and instruments that are deposited into the Operating
Account will be utilized by the Company to fund, subject to the terms and
conditions set forth in this Agreement, (i) all transactions made by Company on
the Payroll Accounts and (ii) all other transactions made by Company on the
Operating Account.  Each banking day, or so often as may be required,
Company, through use of Bank’s cash management facilities, shall transfer
available funds in the Operating Account to the Payroll Accounts in such amounts
as are sufficient, in the Company’s determination, to fund all transactions made
on the Payroll Accounts.  Nothing contained in this subsection (b) or any
other provision contained in this Agreement or otherwise shall or shall be
construed to obligate or create in any way any liability or responsibility on
the part of the Trustee or any Holder to fund or to ensure that the Company has
sufficient funds to make the payments specified in this subsection or any other
payments related to the operation of the Company’s business.

     

    (c)           Bank
will permit transactions on the Deposit Accounts and the Payroll Accounts only
to the extent that sufficient funds are available therein.  Bank may
reject any ACH Debit Entry for the Payroll Accounts if sufficient funds are not
available therein at least two (2) banking days prior to the Effective Entry
Date. As used in this subsection (c), the terms “ACH”, “Debit”, “Entry” and
“Effective Entry Date” shall have the respective meanings ascribed in Bank’s
cash management agreements with the Company.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (d)           Notwithstanding
any provision of this Agreement to the contrary, following receipt by the Bank
of a Termination Notice, until Trustee otherwise advises Bank in writing,
Company shall have access to the Deposit Accounts via Bank’s cash management
facilities solely for the following purposes (with reference parenthetically to
the name of Bank’s cash management products which may be used by Customer to
accomplish such purposes):

     

    (i)           Concentration
Account:  Company may deposit Deposit Account Collateral into
the Concentration Account (Express Deposit Services).  Company may
originate ACH entries to transfer funds to the Concentration Account from any
Store Account (InView).

     

    (ii)           Operating
Account:  Company may make transfers from the Operating Account
and may originate outgoing wires from the Operating Account
(InView).  Company may run fraud, error detection and reconciliation
cash management products on the Operating Account (Positive Pay).

     

    (iii)           Payroll
Accounts:  Company may make transfers from the Payroll
Accounts.  Company may run fraud, error detection and reconciliation
cash management products on the Payroll Accounts (Positive Pay).

     

    (iv)           All
Accounts:  In addition, with regard to all Deposit Accounts,
including the Concentration Account, all Payroll Accounts, and all Store
Accounts maintained at Bank, Company may view all transactions on all such
accounts and may retrieve all balance information concerning all such accounts
(InView).

     

    4.           Indemnity; Bank’s
Responsibility.  The Company agrees to indemnify, defend and
hold harmless Bank against any loss, liability or expense (including reasonable
fees and disbursements of counsel) incurred in connection with this Agreement,
including any action taken by Bank pursuant to the instructions of the Trustee,
except to the extent due to the gross negligence or willful misconduct of Bank
or breach of any of the provisions hereof.  The Company confirms and
agrees that neither Bank nor the Trustee or the Holders shall have any liability
to the Company for wrongful dishonor of any items or transaction as a result of
any instructions of the Trustee or otherwise in accordance with the terms of
this Agreement.  Bank shall have no duty to inquire or determine
whether the obligations of the Company to the Trustee or the Holders are in
default, or whether the Trustee or the Holders are authorized by the Indenture,
applicable law or otherwise to take any action, or whether the Trustee is
entitled to give any such instructions, and Bank is fully entitled to rely upon
such instructions from the Trustee (even if such instructions are contrary or
inconsistent with any instructions or demands given by the
Company).

     

    5.           Statements, Confirmations
and Notices of Adverse Claims.  At such time or times as the
Trustee may request, Bank will promptly report to the Trustee the amounts
received in and held in the Deposit Accounts and will furnish to the Trustee any
copies of bank statements, deposit tickets, deposited items, debit and credit
advices and other records maintained by Bank under the terms of its arrangements
with the Company (as in effect on the date hereof).  The Trustee will
reimburse Bank for its reasonable expenses in providing such items to the
Trustee.  Upon receipt of notice of any lien, encumbrance or adverse
claim against any Deposit Account Collateral, Bank will promptly notify the
Trustee and the Company thereof.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    6.           Subordination of Bank’s
Security Interest; Setoff Rights; Bank’s Fees and Expenses.

     

    (a)           In
the event that at any time Bank has a security interest in or lien upon any of
the Deposit Account Collateral, such security interest and lien of Bank shall be
subject and subordinate to the security interest and lien of the Trustee
therein.  Bank shall not for any reason charge, debit, deduct or
offset, or exercise any security interest or lien rights, against any checks,
automated clearinghouse transfers or other form of remittances at any time
deposited in or credited to any Deposit Account, except that Bank may setoff
against funds in the Deposit Accounts (i) for all amounts due to Bank in respect
of its fees and expenses as provided in Section 6(b) hereof
that are unpaid and outstanding, (ii) for the amount of any checks, automated
clearinghouse transfers, items or other form of remittances that have been
credited to any Deposit Account and subsequently returned unpaid or lawfully
demanded to be refunded by any paying or collecting bank(whether for
insufficient funds or any other reason), (iii) for the amount of any checks,
automated clearinghouse transfers, items or other form of remittances which have
been credited to any Deposit Account incorrectly by reason of inadvertent error
which is corrected as soon as practicable after the discovery of such error, and
(iv) for any overdrafts arising as a result of any of the foregoing; provided, that, Bank shall
first setoff for such amounts due to it against funds held in the Operating
Accounts before any other Deposit Account.

     

    (b)           Prior
to the receipt by the Bank of a Termination Notice, Bank shall be entitled to
such fees and expenses as are set forth in the First Lien
Agreement.  Following receipt by the Bank of a Termination Notice, as
compensation for Bank’s services rendered to the Trustee and to Company under
this Agreement, Bank shall be entitled to the fees and expenses set forth in
Exhibit “A” hereto.

     

    7.           Termination.

     

    (a)           This
Agreement may be terminated by Bank at any time on not less than thirty (30)
days’ prior written notice to each of the Company and the
Trustee.  This Agreement may be terminated by the Trustee at any time
upon receipt by Bank of the Trustee’s written notice of
termination.  This Agreement may not be terminated by the Company
without the express prior written consent of the Trustee and, in that case, the
Trustee and the Company shall jointly notify Bank in writing of such
termination.

     

    (b)           In
the event that this Agreement is terminated for any reason following the Bank’s
receipt of a Termination Notice, unless otherwise instructed by the Trustee,
Bank will, on the effective date of such termination, transfer all available
funds in the Deposit Accounts to the Trustee Payment Account.


    
      
         


      

      
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    8.           Notices.  All
notices hereunder to Bank shall be in writing, sent by telecopier and by
nationally recognized overnight courier with instructions to deliver the next
business day, and shall be deemed to have been given or made when Bank has had a
reasonable period of time to act thereon (but in no event longer than two
business days after Bank has received such notice).  All notices to
any other party hereunder shall be in writing and deemed to have been given or
made: if delivered in person, immediately upon delivery; if by telex, telegram
or facsimile transmission, immediately upon sending and upon confirmation of
receipt; if by nationally recognized overnight courier service with instructions
to deliver the next business day, one (1) business day after sending; and if by
certified mail, return receipt requested, five (5) days after
mailing.  All notices to any party shall be given to its address set
forth below (or to such other address as any party may designate by notice in
accordance with this Section).

     

    9.           Customer
Agreements.  Other than in respect of the First Lien Agreement,
this Agreement supplements all other agreements between the Company and Bank
with respect to the Deposit Accounts, as such agreements may now exist or may
hereafter be amended and whether now existing or hereafter arising, including,
but not limited to, all agreements pertaining to use of Bank’s cash management
facilities and the daily transmission limits set forth therein.  No
consent of the Trustee or the Holders shall be required to amend the First Lien
Agreement or any such other agreement or for the Company and Bank to enter into
any additional agreement.  In the event of any inconsistency between
this Agreement and the terms of such other agreements (other than in respect of
the First Lien Agreement) of the Company or its affiliates with Bank, the terms
of this Agreement control.  In the event of any inconsistency between
this Agreement and the terms of the First Lien Agreement, the terms of the First
Lien Agreement control.

     

    10.           Governing
Law.  This Agreement shall be governed by the laws of the State
of Mississippi.  Notwithstanding anything to the contrary contained in
any other agreement among any of the parties hereto, for purposes of the UCC,
the State of Mississippi shall be deemed to be Bank’s jurisdiction within the
meaning of Section 9-304 of the UCC.  All references to the “UCC”
herein shall mean the Uniform Commercial Code as in effect on the date hereof in
the State of Mississippi.

     

    11.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
an original, but all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of this Agreement by
telefacsimile or other means of electronic transmission shall have the same
force and effect as the delivery of an original executed counterpart of this
Agreement.  Any party delivering an executed counterpart of any such
agreement by telefacsimile or other means of electronic transmission shall also
deliver an original executed counterpart, but the failure to do so shall not
affect the validity, enforceability or binding effect of such
agreement.

     

    12.           Successors and
Assigns.  The Trustee and the Holders are relying upon this
Agreement in providing financing to the Company and this Agreement shall be
binding upon the Company and Bank and their respective successors and assigns
and inure to the benefit of the Trustee and the Holders and their respective
successors and assigns.

     

    13.           Third Party
Beneficiary.  Until such time as the Bank has received a
Termination Notice from the Agent, the Agent for the benefit of itself and the
Lenders shall be a third party beneficiary of this Agreement.


    
      
         


      

      
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    14.           Amendments.  Any
amendments or other modifications to the terms of this Agreement shall be in
writing and signed by the Bank, the Customer and the
Trustee.  Notwithstanding the foregoing, no such amendment or
modification shall be or become effective prior to the Bank’s receipt of a
Termination Notice unless the Agent has given its written consent to such
amendment or modification.

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
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    DEPOSIT ACCOUNT CONTROL
AGREEMENT

     

    SIGNATURE
PAGE

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	HANCOCK
      FABRICS, INC.	 
      	BANCORPSOUTH
      BANK
	 	 	 
	
                                                  By:

                                                	 
      	 
      	
                                                  By:

                                                	 
      
	 	 	 	 	 
	
                                                  Name:

                                                	 
      	 
      	
                                                  Name

                                                	 
      
	 	 	 	 	 
	
                                                  Title:

                                                	 
      	 
      	
                                                  Title:

                                                	 
      
	 	 	 	 	 
	
                                                  Address
      for Notices:

                                                	 
      	
                                                  Address
      for Notices:

                                                
	 	 	 
	
                                                  One
      Fashion Way

                                                	 
      	
                                                  Corporate
      Banking Department

                                                
	
                                                  Baldwyn,
      MS 38824

                                                	 
      	
                                                  201
      South Spring Street

                                                
	
                                                  Attention:
      Larry D. Fair

                                                	 
      	
                                                  Tupelo,
      Mississippi 38804

                                                
	
                                                  Telecopy:  662-365-6025

                                                	 
      	
                                                  Attention:  Corporate
      Banking Dept.

                                                
	
                                                   

                                                	 
      	
                                                  Telecopy:
      662-680-2261 


                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  	 
      	 
      	 
      	
                          with
      a copy to:

                        
	 
      	 
      	 
      	 
      
	
                          DEUTSCHE
      BANK NATIONAL

                        	 
      	
                          Cash
      Management Department

                        
	
                          TRUST
      COMPANY, as the
      Trustee

                        	 
      	
                          6363
      Poplar Avenue, Suite 429

                        
	 
      	 
      	 
      	
                          Memphis,
      Tennessee 38119

                        
	
                          By:

                        	 
      	 
      	
                          Attention:  Cash
      Management Dept.

                        
	 
      	 
      	 
      	
                          Telecopy:  901-374-0866

                        
	
                          Title:

                        	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                          with
      a copy to:

                        
	 
      	 
      	 
      	 
      
	
                          By:

                        	 
      	 
      	
                          Cash
      Management Department

                        
	 
      	 
      	 
      	
                          2830
      West Jackson Street, Building B

                        
	
                          Title:

                        	
                           
      

                        	 
      	
                          Tupelo,
      Mississippi  38801

                        
	 
      	 
      	 
      	
                          Attention:  Cash
      Management Dept.

                        
	 
      	 
      	 
      	
                          Telecopy:  662-620-4029

                        


                

              

            

          

        

      

    

    


    Address
for Notices:

    


    Deutsche
Bank National Trust Company

    Corporate
Trust and Securities Services

    222 South
Riverside Plaza, 25 Floor, MS CH 105-2502

    Chicago,
IL 60606-5808

    Telecopy:  312-537-1009


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    EXHIBIT
“A”

    TO

    DEPOSIT
ACCOUNT CONTROL AGREEMENT

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        GENERAL
      ACCT SERVICES

                                                      	 
      	 
      	 
      
	 	 	 	 
	
                                                        DDA
      Account Maintenance

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Account

                                                      
	 	 	 	 
	
                                                        FDIC

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Avg. Balance

                                                      
	 	 	 	 
	
                                                        Zero
      Balance Account - Master

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Operating
      Account

                                                      
	 	 	 	 
	
                                                        Zero
      Balance Account - Sub

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Account

                                                      
	 	 	 	 
	
                                                        Deposits/Credits

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Item

                                                      
	 	 	 	 
	
                                                        Checks
      Paid

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Item

                                                      
	 	 	 	 
	
                                                        Cash
      Management Special Handling Fee

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Operating
      Account

                                                      
	 	 	 	 
	
                                                        Account
      Analysis Automated Transmission

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Account

                                                      
	 	 	 	 
	
                                                        ACH
      Return Item

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Item

                                                      
	 	 	 	 
	
                                                        ACH
      Notification of Change

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Item

                                                      
	 	 	 	 
	
                                                        Deposit
      Correction Fee

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Item

                                                      
	 	 	 	 
	
                                                        DEPOSITORY
      SERVICES

                                                      	 
      	 
      	 
      
	 	 	 	 
	
                                                        Currency
      Straps Out

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Item

                                                      
	 	 	 	 
	
                                                        Wrapped
      Coin Out

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Item

                                                      
	 	 	 	 
	
                                                        Deposit
      Verification (per $100 < $5,000)

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Item

                                                      
	 	 	 	 
	
                                                        Items
      Deposited On-Us

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Item

                                                      
	 	 	 	 
	
                                                        Government
      Items Deposited

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Item

                                                      
	 	 	 	 
	
                                                        Local
      Items Deposited

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Item

                                                      
	 	 	 	 
	
                                                        City
      Items Deposited

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Item

                                                      
	 	 	 	 
	
                                                        RCPC
      Items Deposited

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Item

                                                      
	 	 	 	 
	
                                                        Country
      Items

                                                      	
                                                        [*]

                                                      	 
      	
                                                        Per
      Item

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    [*]=Information
redacted pursuant to a confidential treatment request.  Such
information has been filed separately with the Securities and Exchange
Commission.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


    
      	
              City
      Items Deposited - Other Fed

            	
              [*]

            	 
      	
              Per
      Item

            
	 	 	 	 
	
              RCPC
      Items Deposited - Other Fed

            	
              [*]

            	 
      	
              Per
      Item

            
	 	 	 	 
	
              Country
      Items Deposited - Other Fed

            	
              [*]

            	 
      	
              Per
      Item

            
	 	 	 	 
	
              Non-U.S.
      Item

            	
              [*]

            	 
      	
              Per
      Item

            
	 	 	 	 
	
              Deposited
      Item Returned

            	
              [*]

            	 
      	
              Per
      Item

            
	 	 	 	 
	
              Return
      Items Redeposited

            	
              [*]

            	 
      	
              Per
      Item

            
	 	 	 	 
	
              ExpressDeposit
      Monthly Maint STD Deadline

            	
              [*]

            	 
      	
              Operating
      Account

            
	 	 	 	 
	
              ExpressDeposit
      Monthly Maint EXT Deadline

            	
              [*]

            	 
      	
              Operating
      Account

            
	 	 	 	 
	
              ExpressDeposit
      - Addt'l Location

            	
              [*]

            	 
      	
              Per
      Account

            
	 	 	 	 
	
              ExpressDeposit
      - Addt'l DDA Settlement Acct

            	
              [*]

            	 
      	
              Per
      Account

            
	 	 	 	 
	
              ExpressDeposit
      - Per Items

            	
              [*]

            	 
      	
              Per
      Item

            
	 	 	 	 
	
              PAPER
      DISBURSEMENT SERVICES

            	 
      	 
      	 
      
	 	 	 	 
	
              Controlled
      Disbursement Maintenance Fee

            	
              [*]

            	 
      	
              Operating
      Account

            
	 	 	 	 
	
              Controlled
      Disbursement Notification - E-mail

            	
              [*]

            	 
      	
              Operating
      Account

            
	 	 	 	 
	
              Controlled
      Disbursement - FED Charge

            	
              [*]

            	 
      	
              Operating
      Account

            
	 	 	 	 
	
              Controlled
      Disbursement - Each Addt'l Acct

            	
              [*]

            	 
      	
              Per
      Account

            
	 	 	 	 
	
              Positive
      Pay - Primary Account

            	
              [*]

            	 
      	
              Operating
      Account

            
	 	 	 	 
	
              Positive
      Pay - Additional Account

            	
              [*]

            	 
      	
              Per
      Account

            
	 	 	 	 
	
              DISBURSEMENT
      RECONCILIATION

            	 
      	 
      	 
      
	 	 	 	 
	
              ARP
      Partial Maintenance

            	
              [*]

            	 
      	
              Per
      Account

            
	 	 	 	 
	
              ARP
      Additional Accts Each

            	
              [*]

            	 
      	
              Per
      Account

            
	 	 	 	 
	
              ARP
      Partial Per Item

            	
              [*]

            	 
      	
              Per
      Item

            
	 	 	 	 
	
              CD
      ROM Monthly Fee

            	
              [*]

            	 
      	
              Per
      Account

            
	 	 	 	 
	
              CD
      ROM - Per Item

            	
              [*]

            	 
      	
              Per
      Item

            


    

    


    [*]=Information
redacted pursuant to a confidential treatment request.  Such
information has been filed separately with the Securities and Exchange
Commission.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  CD
      ROM - Deposited Items

                                                	
                                                  [*]

                                                	 
      	
                                                  Per
      Item

                                                
	 	 	 	 
	
                                                  CD
      ROM - Additional Account

                                                	
                                                  [*]

                                                	 
      	
                                                  Per
      Account

                                                
	 	 	 	 
	
                                                  CD
      ROM - Additional CD

                                                	
                                                  [*]

                                                	 
      	
                                                  Per
      CD

                                                
	 	 	 	 
	
                                                  GENERAL
      ACH SERVICES

                                                	 
      	 
      	 
      
	 	 	 	 
	
                                                  ACH
      Received Debit

                                                	
                                                  [*]

                                                	 
      	
                                                  Per
      Item

                                                
	 	 	 	 
	
                                                  ACH
      Received Credit

                                                	
                                                  [*]

                                                	 
      	
                                                  Per
      Item

                                                
	 	 	 	 
	
                                                  ACH
      Return Item Debit/Credit

                                                	
                                                  [*]

                                                	 
      	
                                                  Per
      Item

                                                
	 	 	 	 
	
                                                  EDI
      PAYMENT SERVICES

                                                	 
      	 
      	 
      
	 	 	 	 
	
                                                  EDI
      Remittance Advising - Term/Email

                                                	
                                                  [*]

                                                	 
      	
                                                  Operating
      Account

                                                
	 	 	 	 
	
                                                  INFORMATION
      SERVICES

                                                	 
      	 
      	 
      
	 	 	 	 
	
                                                  BAI
      Rptg - File Download

                                                	
                                                  [*]

                                                	 
      	
                                                  Operating
      Account

                                                
	 	 	 	 
	
                                                  InView
      - Base Charge  (5 Accounts)

                                                	
                                                  [*]

                                                	 
      	
                                                  Operating
      Account

                                                
	 	 	 	 
	
                                                  InView
      - Stop Payment

                                                	
                                                  [*]

                                                	 
      	
                                                  Operating
      Account

                                                
	 	 	 	 
	
                                                  InView
      Stop Payment (per item)

                                                	
                                                  [*]

                                                	 
      	
                                                  Per
      Item

                                                
	 	 	 	 
	
                                                  InView
      ACH - Base Charge

                                                	
                                                  [*]

                                                	 
      	
                                                  Operating
      Account

                                                
	 	 	 	 
	
                                                  InView
      ACH (Per Item)

                                                	
                                                  [*]

                                                	 
      	
                                                  Per
      Item

                                                
	 	 	 	 
	
                                                  InView
      - Wire

                                                	
                                                  [*]

                                                	 
      	
                                                  Operating
      Account

                                                
	 	 	 	 
	
                                                  InView
      Wire (per item)

                                                	
                                                  [*]

                                                	 
      	
                                                  Per
      Item

                                                
	 	 	 	 
	
                                                  Wire
      Notification - Fax

                                                	
                                                  [*]

                                                	 
      	
                                                  Per
      Account

                                                


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    [*]=Information
redacted pursuant to a confidential treatment request.  Such
information has been filed separately with the Securities and Exchange
Commission.


    
      
         


      

      
        12