OUTSOURCING AGREEMENT BY AND BETWEEN THE PRIVATEBANK AND TRUST COMPANY

OUTSOURCING AGREEMENT

BY AND BETWEEN

THE PRIVATEBANK AND TRUST COMPANY

and

▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ CORPORATION
acting through its division
M&I DATA SERVICES

DATED AS OF

APRIL ___, 1999

TABLE OF CONTENTS
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Page
----

1. DEFINITIONS........................................................... 1
1.1 Background........................................................ 1
1.2 Definitions....................................................... 1
1.3 References........................................................ 6
1.4 Interpretation.................................................... 6

2. TERM.................................................................. 6
2.1 Initial Term...................................................... 6
2.2 Extensions........................................................ 6

3. APPOINTMENT........................................................... 7
3.1 Performance by M&I Affiliates or Subcontractors................... 7
3.2 Third Party Products/Services..................................... 7
3.3 Proper Instructions............................................... 8

4. CONVERSION............................................................ 8
4.1 Banking Applications.............................................. 8
4.2 Development of Conversion Plan.................................... 8
4.3 Conversion Resources.............................................. 8
4.4 Conversion Milestones............................................. 9

5. BANKING APPLICATION SERVICES.......................................... 9
5.1 ADP Services...................................................... 9
5.2 New Services...................................................... 9
5.3 Automated Clearing House Services................................. 9
5.4 Item Processing Services.......................................... 9
5.5 Data Warehouse Services........................................... 10

6. RETAIL DELIVERY SYSTEMS AND SERVICES.................................. 10
6.1 Home Banking Services............................................. 10
6.2 Branch Automation Systems......................................... 10

7. BANKCARD PROCESSING SERVICES.......................................... 10
7.1 Cardholder and Merchant Accounts.................................. 10
7.2 EFD Services...................................................... 11

8. FEES.................................................................. 11
8.1 Fee Structure..................................................... 11
8.2 Conversion........................................................ 11
8.3 Pricing and Operational Assumptions............................... 11
8.4 EFD Services...................................................... 12
8.5 Training and Education............................................ 12
8.6 Excluded Costs.................................................... 12
8.7 Disputed Amounts.................................................. 12
8.8 Terms of Payment.................................................. 13
8.9 Modification of Terms and Pricing................................. 13

9. PERFORMANCE STANDARDS................................................. 13
9.1 General........................................................... 13
9.2 Service Deficiencies.............................................. 13
9.3 Exclusive Remedy.................................................. 14

10. MODIFICATION OR PARTIAL TERMINATION................................... 14
10.1 Modifications to Services......................................... 14
10.2 Partial Termination by M&I........................................ 14
10.3 Partial Termination by Customer................................... 15
10.4 Ownership and Proprietary Rights.................................. 15
10.5 Millennium Modifications.......................................... 15

11. TERMINATION........................................................... 16
11.1 Early Termination................................................. 16
11.2 For Cause......................................................... 16
11.3 For Insolvency.................................................... 16
11.4 For Force Majeure................................................. 16

12. SERVICES FOLLOWING TERMINATION....................................... 17
12.1 Termination Assistance............................................ 17
12.2 Continuation of Services.......................................... 17

13. DAMAGES.............................................................. 18
13.1 General........................................................... 18
13.2 No Consequential Damages.......................................... 18
13.3 Equitable Relief.................................................. 18
13.4 Limitation of Liability........................................... 18
13.5 Economic Loss Waiver.............................................. 18
13.6 Liquidated Damages................................................ 19
13.7 Essential Elements................................................ 19

14. INSURANCE AND INDEMNITY.............................................. 19
14.1 Insurance......................................................... 19
14.2 Indemnity......................................................... 19
14.3 Indemnification Procedures........................................ 20

15. DISPUTE RESOLUTION................................................... 21
15.1 Representatives of Parties........................................ 21
15.2 Continuity of Performance......................................... 21

16. REPRESENTATIONS AND WARRANTIES....................................... 21
16.1 By M&I............................................................ 21
16.2 By Customer....................................................... 22

17. CONFIDENTIALITY AND OWNERSHIP........................................ 23
17.1 Customer Data..................................................... 23
17.2 M&I Systems....................................................... 23
17.3 Confidential Information.......................................... 23
17.4 Obligations of the Parties........................................ 24
17.5 Security.......................................................... 24

18. MANAGEMENT OF PROJECT................................................ 24
18.1 Account Representatives........................................... 24
18.2 Reporting and Meetings............................................ 25
18.3 Development Projects and Technical Support........................ 25

19. REGULATORY COMPLIANCE................................................ 25

20. DISASTER RECOVERY.................................................... 26
20.1 Services Continuity Plan.......................................... 26
20.2 Relocation........................................................ 26
20.3 Resumption of Services............................................ 27
20.4 Annual Test....................................................... 27

21. GENERAL TERMS AND CONDITIONS......................................... 27
21.1 Transmission of Data.............................................. 27
21.2 Equipment and Network............................................. 27
21.3 Reliance on Data.................................................. 27
21.4 Data Backup....................................................... 28
21.5 Balancing and Controls............................................ 28
21.6 Use of Services................................................... 28
21.7 Regulatory Assurances............................................. 28
21.8 IRS Filing........................................................ 29
21.9 Affiliates........................................................ 30
21.10 Future Acquisitions............................................... 30

22. MISCELLANEOUS PROVISIONS............................................. 31
22.1 Governing Law..................................................... 31
22.2 Venue and Jurisdiction............................................ 31
22.3 Entire Agreement; Amendments...................................... 31
22.4 Assignment........................................................ 32
22.5 Relationship of Parties........................................... 32
22.6 Notices........................................................... 32
22.7 Headings.......................................................... 33
22.8 Counterparts...................................................... 33
22.9 Waiver............................................................ 33
22.10 Severability...................................................... 33

22.11 Attorneys' Fees and Costs......................................... 33
22.12 Financial Statements.............................................. 33
22.13 Publicity......................................................... 34
22.14 Solicitation...................................................... 34
22.15 No Third Party Beneficiaries...................................... 34
22.16 Force Majeure..................................................... 34
22.17 Construction...................................................... 34
22.18 Waiver of Jury Trial.............................................. 35

iii

Schedules
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1.2 Customer Affiliates
4.2 Conversion Plan
5.1 ADP Services Schedule
5.3 ACH Services Terms and Conditions
5.4 Item Processing Services
5.5 Data Warehouse Services
7.2 EFD Services
8.1 Fee Schedule
9.1 ADP Performance Standards
11.1 Termination Fee
21.2 Network Schedule

Exhibits
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A ACH Authorization Agreement
B Attorney-in-Fact Appointment
C Affidavit

OUTSOURCING AGREEMENT
---------------------

This Outsourcing Agreement ("Agreement") is made as of the ____ day of
April, by and between The PrivateBank and Trust Company, an Illinois corporation
("Customer"), and ▇▇▇▇▇▇▇▇ & Ilsley Corporation, a Wisconsin corporation, acting
through its division, M&I Data Services ("M&I").

In consideration of the payments to be made and services to be performed
hereunder, the parties agree as follows:

1. DEFINITIONS

1.1 Background.
----------

This Agreement is being made and entered into with reference to the
following facts:

A. Customer provides systems development and operations, data
processing, telecommunications and other information technology services for
itself, and on behalf of its customers.

B. M&I is a provider of data processing, systems development and
operations, corporate support and item processing, home banking, internet
banking, retail delivery services, trust data processing, and other services.
M&I desires to perform for Customer the outsourcing services described in this
Agreement.

C. In reliance on its own independent analysis, and after careful
evaluation of M&I's proposal and other alternatives, Customer has selected M&I
to provide the Services (as defined in Section 1.2) to Customer. This Agreement
documents the terms and conditions under which Customer agrees to purchase and
M&I agrees to provide the Services.

1.2 Definitions.
-----------

The following terms shall have the meaning ascribed to them in this Section
1.2:

A. "Account Representative" shall have the meaning set forth in
Section 18.1.

B. "ADP Services" shall mean the Accounts Data Processing Services
set forth in attached Schedule 5.1.
------------

C. "Affiliate" shall mean, with respect to a party, any entity at
any time Controlling, Controlled by or under common Control with, such party.

D. "Branch Automation Agreement" shall mean the Branch Automation
Agreement of even date herewith between M&I and Customer relating to the license
and implementation of M&I's proprietary branch automation software.

E. "Change in Control" shall mean any event or series of events by
which any person or entity or group of persons or entities shall acquire Control
of another person or entity.

F. "Commencement Date" shall mean the date on which Conversion for
Customer and all Affiliates identified on Schedule 1.2 has been completed.
------------

G. "Confidential Information" shall have the meaning set forth in
Section 17.3 of this Agreement.

H. "Contract Year" shall mean successive periods of twelve months,
the first of which (being slightly longer than twelve (12) months) shall
commence on the Commencement Date and terminate on the last day of the month in
which the first anniversary of the Commencement Date occurs.

I. "Control" shall mean the direct or indirect ownership of over 50%
of the capital stock (or other ownership interest, if not a corporation) of any
Entity or the possession, directly or indirectly, of the power to direct the
management and policies of such Entity by ownership of voting securities, by
contract or otherwise. "Controlling" shall mean having Control of any Entity and
"Controlled" shall mean being the subject of Control by another Entity.

J. "Conversion" shall mean (i) the transfer of Customer's data
processing and other information technology services to the M&I system; (ii)
completion of upgrades, enhancements and software modifications as set forth in
this Agreement; and (iii) completion of all interfaces set forth in this
Agreement and full integration thereof such that Customer is able to receive the
Initial Services in a live operating environment.

K. "Conversion Date" shall mean the date on which Conversion for
Customer or a particular Affiliate has been completed. Schedule 1.2 identifies
------------
the Conversion Date for Customer and each Affiliate identified therein.

L. "Conversion Period" shall mean that portion of the Term beginning
on the Effective Date and ending on the Conversion Date.

M. "Core Services" shall mean services provided by M&I's Deposit
System, Loan System and Customer Information System.

N. "Customer" shall mean Customer and all Affiliates of Customer for
whom M&I agrees to provide Services under this Agreement; Schedule 1.2 attached
------------
hereto identifies such Affiliates as of the Effective Date.

O. "Customer Data" shall have the meaning set forth in Section 17.1
of this Agreement.

P. "Damages" shall mean all direct, actual and verifiable losses,
liabilities, damages and claims and related costs and expenses (including
reasonable attorneys' fees and court costs, costs of investigation, litigation,
settlement, judgment, interest and penalties).

Q. "Effective Date" shall mean the date first set forth above.

R. "Effective Date of Termination" shall mean the last day on which
M&I provides the Services to Customer (including any Termination Assistance).

S. "Eligible Provider" shall have the meaning as set forth in
Section 3.1 of this Agreement.

T. "Entity" means an individual or a corporation, partnership, sole
proprietorship, limited liability company, joint venture or other form of
organization, and includes the parties hereto.

U. "Estimated Remaining Value" shall mean the number of calendar
months remaining between the Effective Date of Termination and the last day of
the contracted-for Term, multiplied by the average of the three (3) highest
monthly Fees (but in any event no less than the Monthly Base Fee) payable by
Customer during the twelve (12) month period prior to the event giving rise to
termination rights under

this Agreement. In the event the Effective Date of Termination occurs prior to
expiration of the First Contract Year, the estimated monthly fees set forth in
the Fee Schedule shall be substituted for the average monthly fees described in
the preceding sentence.

V. "Expenses" shall mean any and all reasonable and direct expenses
incurred by M&I in connection with the proper performance of its obligations
hereunder for any postage, supplies, materials, travel and lodging provided to
or on behalf of Customer under this Agreement.

W. "Federal Regulator" shall have the meaning set forth in Section
21.7.

X "Fee Schedule" shall have the meaning set forth in Section 8.1 of
this Agreement.

Y. "Initial Services" shall mean those Services requested by
Customer from M&I under this Agreement prior to the Commencement Date. The
Initial Services requested as of the Effective Date are set forth in the
schedules attached hereto, which shall be modified to include any additional
services requested by Customer during the Conversion Period.

Z. "Initial Term" shall have the meaning set forth in Section 2.1 of
this Agreement.

AA. "Legal Requirements" shall have the meaning set forth in Section
19(A) of this Agreement.

BB. "LU" shall have the meaning as set forth in Section 8.5 of this
Agreement.

CC. "M&I Proprietary Materials and Information" shall mean the M&I
Software and all source code, object code, documentation (whether electronic,
printed, written or otherwise), working papers, non-customer data, programs,
diagrams, models, drawings, flow charts and research (whether in tangible or
intangible form or in written or machine readable form), and all techniques,
processes, inventions, knowledge, know-how, trade secrets (whether in tangible
or intangible form or in written or machine readable form), developed by M&I
prior to or during the Term of this Agreement, and such other information
relating to M&I or the M&I Software that M&I identifies to Customer as
proprietary or confidential at the time of disclosure.

DD. "M&I Software" shall mean the software owned by M&I and used to
provide the Services.

EE. "Millennium Ready" shall mean the ability of the M&I Software to
accurately process date/time data (including calculating, compare and sequence)
from, into and between the years 1999 and 2000, including leap year
calculations, to the extent that other information technology, used in
combination therewith, properly exchanges date/time data with the M&I Software.

FF. "Monthly Base Fee" shall mean the minimum monthly fees payable by
Customer to M&I for those Initial Services identified in the ADP Services
Schedule or the Fee Schedule as being included in the Monthly Base Fee.

GG. "New Services" shall mean any services which are not included in
the Initial Services. Upon mutual agreement of the parties, New Services shall
be included in the term "Services."

HH. "Operations Center" shall mean the datacenter used by M&I to
provide the ADP Services under this Agreement.

II. "Performance Standards" shall mean those service levels set forth
in attached Schedule 9.1 for the provision of ADP Services.
------------

JJ. "Plan" shall have the meaning set forth in Section 20.1 of this
Agreement.

KK. "Proper Instructions" shall mean those instructions sent to M&I
in accordance with Section 3.3 of this Agreement.

LL. "Services" shall mean the services, functions and
responsibilities described in this Agreement to be performed by M&I during the
Term and shall include New Services which are agreed to by the parties in
writing.

MM. "Taxes" shall mean any manufacturers, sales, use, gross receipts,
excise, personal property or similar tax or duty assessed by any governmental or
quasi-governmental authority upon or as a result of the execution or performance
of any service pursuant to this Agreement or materials furnished with respect to
this Agreement, except any income, franchise, privilege or like tax on or
measured by M&I's net income, capital stock or net worth.

NN. "Term" shall mean the Initial Term and any extension thereof,
unless this Agreement is earlier terminated in accordance with its provisions.

OO. "Termination Assistance" shall have the meaning set forth in
Section 12.1 of this Agreement.

PP. "Termination Fee" shall have the meaning set forth on attached
Schedule 11.1.
-------------

QQ. "Third Party" shall mean any Entity other than the parties or any
Affiliates of the parties.

RR. "User Manuals" shall mean the documentation provided by M&I to
Customer which describes the features and functionalities of each of the ADP
Services as modified and updated by the customer bulletins distributed by M&I
from time to time.

1.3 References. In this Agreement and the schedules and exhibits attached
----------
hereto, which are hereby incorporated and deemed a part of this Agreement,
references and mention of the word "include" and "including" shall mean
"includes, without limitation" and "including, without limitation", as
applicable.

1.4 Interpretation. In the event of a conflict between this Agreement and
--------------
the terms of any exhibits and schedules attached hereto, the terms of the
schedules and exhibits shall prevail and control the interpretation of the
Agreement. The exhibits and schedules together with the Agreement shall be
interpreted as a single document.

2. TERM

2.1 Initial Term. This Agreement shall commence on the Effective Date and
------------
end on the seventh (7/th/) anniversary of the last day of the month in which the
Commencement Date occurs ("Initial Term").

2.2 Extensions. Unless this Agreement has been earlier terminated, at
----------
least one (1) year prior to the expiration of the Initial Term, M&I shall submit
to Customer a written proposal for renewal of this Agreement. Customer will
respond to such proposal within three (3) months following receipt and inform
M&I in writing whether or not Customer desires to renew this Agreement. If, on
or prior to expiration of such three (3) month period: (1) Customer

(a) elects to terminate, or (b) has failed to respond, then this Agreement shall
terminate as scheduled upon expiration of the Initial Term; or (2) Customer
elects to renew this Agreement, but M&I and Customer are unable to agree upon
the terms for renewal of this Agreement prior to the expiration of the Initial
Term, then this Agreement shall be automatically renewed for one (1) twelve-
month period at M&I's then-current standard prices. Thereafter, this Agreement
shall expire unless further renewed in writing by the parties.

3. APPOINTMENT

3.1 Performance by M&I Affiliates or Subcontractors. Customer understands
-----------------------------------------------
and agrees that ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Corporation is a bank holding company and that
the actual performance of the Services may be made by the divisions or
subsidiaries of ▇▇▇▇▇▇▇▇ & Ilsley Corporation, Affiliates Controlled by ▇▇▇▇▇▇▇▇
& ▇▇▇▇▇▇ Corporation, or subcontractors of any of the foregoing Entities
(collectively, the "Eligible Providers"). For purposes of this Agreement,
performance of the Services by any Eligible Provider shall be deemed performance
by ▇▇▇▇▇▇▇▇ & Ilsley Corporation itself. M&I shall remain fully responsible for
the performance or non-performance of each Eligible Provider under this
Agreement, to the same extent if M&I itself performed or failed to perform such
services.

3.2 Third Party Products/Services. The parties acknowledge that certain
-----------------------------
services and products necessary for the performance of the Services are being,
and in the future may be, provided by Third Parties who will contract directly
with Customer. M&I shall have no liability to Customer for information and
products supplied by, or services performed by, such Third Parties in
conjunction with the Services, but M&I shall cooperate with such Third Parties
as appropriate.

3.3 Proper Instructions. "Proper Instructions" shall mean those
-------------------
instructions sent to M&I by letter, memorandum, telegram, cable, telex, telecopy
facsimile, computer terminal, e-mail or other "on line" system or similar means
of communication or given orally over the telephone or given in person by one or
more of the person(s) whose name(s) and signature(s) are listed on the most
recent certificate delivered by Customer to M&I which lists those persons
authorized to give orders, corrections and instructions in the name of and on
behalf of Customer. Proper Instructions shall specify the action requested to be
taken or omitted.

4. CONVERSION

4.1 Implementation of Services. The parties agree to use their best
--------------------------
efforts to perform the Conversion(s) such that the Commencement Date occurs on
or before August 30, 1999.

4.2 Development of Conversion Plan. M&I has, in consultation with
------------------------------
Customer, developed a detailed, customized plan for the Conversion (the
"Conversion Plan"). The Conversion Plan includes (i) a description of the tasks
to be performed for the Conversion; (ii) allocation of responsibility for each
of such tasks; and (iii) the schedule on which each task is to be performed. The
Conversion project leaders for each party shall regularly communicate on the
progress of the Conversion, the feasibility of the Conversion Dates specified in
the Conversion Plan, and such other matters which may affect the smooth
transition of the Services. Customer agrees to maintain an adequate staff of
persons who are knowledgeable about the banking, data processing and information
technology systems currently used by Customer. Each party agrees to provide such
services and to perform such obligations as are specified as its responsibility
in the Conversion Plan and as necessary for it to timely and adequately meet the
scheduled dates set forth therein. Each party shall cooperate fully with all
reasonable requests of the other party made necessary to effect the Conversion
in a timely and efficient manner. The preliminary Conversion Plan is attached
hereto as Schedule 4.2 and may be amended by mutual agreement of the parties.
------------

4.3 Conversion Resources. M&I and Customer will provide a team of
--------------------
qualified individuals to assist in the Conversion effort. The anticipated team
and description of their responsibilities is set forth in the Conversion Plan.

4.4 Conversion Milestones. As part of the Conversion Plan, the parties
---------------------
shall develop, agree upon and use best efforts to achieve milestones to which
the progress of the Conversion(s) shall be measured.

5. BANKING APPLICATION SERVICES

5.1 ADP Services. M&I agrees to provide Customer with the ADP Services in
------------
accordance with the applicable User Manuals and this Agreement.

5.2 New Services. If Customer wishes to receive any New Service which is
------------
identified on M&I's then-current standard price list, Customer shall notify M&I
and the parties shall implement the same in accordance with a mutually
acceptable schedule. If the New Service is not identified on M&I's then-current
standard price list, Customer shall submit a written request to M&I in
accordance with Section 18.3 of this Agreement. Nothing contained herein shall
obligate M&I to develop a New Service for Customer.

5.3 Automated Clearing House Services. The automated clearing house
---------------------------------
services ("ACH Services") to be provided by M&I shall be subject to the terms
and conditions set forth on attached Schedule 5.3.
------------

5.4 Item Processing Services.
------------------------

(i) M&I shall perform for Customer those certain Item Processing
Services described in Schedule 5.4 for which Customer agrees to
------------
pay M&I in accordance with the fees specified in the Fee
Schedule.

(ii) M&I and Customer agree to perform their respective
responsibilities associated with Item Processing Services in
accordance with the procedures established by M&I as modified
from time to time. A copy of M&I's procedure has been or will be
provided to Customer.

(iii) M&I agrees that solely with respect to the Item Processing
Services provided under Schedule 5.4, such Item Processing
------------
Services shall be performed in a commercially reasonable manner
and no other or higher

degree of care. M&I assumes no other obligation as to
performance or quality of the Item Processing Services provided.
Subject to the first sentence in this subparagraph (iii), M&I
shall not be responsible for any loss or damage to Customer
arising as a result of any action or inaction on the part of M&I
including, but not limited to, indirect, incidental, or
consequential damages, lost profits, or business operation loss.
Provided M&I has performed in a commercially reasonable manner,
in the event of errors resulting from M&I's provision of the
Item Processing Services, M&I's sole obligation and Customer's
sole remedy, shall be for M&I to correct such errors, if
possible, and to review its systems and procedures for the
purpose of implementing changes to prevent a future occurrence
of a similar error.

5.5 Data Warehouse Services. The Data Warehouse Services to be provided
-----------------------
by M&I shall be subject to the terms and conditions set forth on attached
Schedule 5.5.
------------

6. RETAIL DELIVERY SYSTEMS AND SERVICES

6.1 Home Banking Services. INTENTIONALLY OMITTED
---------------------

6.2 Branch Automation Systems. M&I agrees to provide the licenses,
-------------------------
products, interfaces and network management associated with the automation of
Customer's branch offices, in accordance with the Branch Automation Agreement.

7. BANKCARD PROCESSING SERVICES

7.1 Cardholder and Merchant Accounts. INTENTIONALLY OMITTED
--------------------------------

7.2 EFD Services. M&I shall provide the electronic funds delivery
------------
services ("EFD Services") subject to the terms and conditions set forth on
attached Schedule 7.2.
------------

8. FEES

8.1 Fee Structure. Schedule 8.1 attached hereto (the "Fee Schedule") sets
------------- ------------
forth the costs and charges for the Services and Customer agrees to pay M&I the
fees specified in the Fee Schedule for the Services rendered by M&I. These costs
and charges are included in one or more of the following categories:

(i) one-time fees associated with the Conversion;

(ii) a minimum monthly fee for certain recurring, aggregated data
processing services based on stated volumes; actual volumes in
excess of stated volumes shall result in additional charges as
further described in the Fee Schedule;

(iii) an hourly or daily fee for programming, training and related
Services requested by Customer; and

(iv) fees based on M&I's then current published price list for New
Services not included in the foregoing categories.

8.2 Conversion. Customer agrees to pay M&I the fees and Expenses relating
----------
to the Conversion on the terms and conditions set forth on the Fee Schedule. In
addition, Customer agrees to reimburse M&I (i) for Conversion of accounts or
products not identified in the Conversion Plan as of the Effective Date; and
(ii) for M&I personnel or any independent contractors who perform services which
are identified as the responsibility of the Customer in the Conversion Plan.

8.3 Pricing and Operational Assumptions. The Fee Schedule sets forth the
-----------------------------------
operational and pricing assumptions made by M&I following completion of its
preliminary due diligence of Customer's requirements and its evaluation of
information provided by Customer. If the parties determine that one or more of
the pricing or operational assumptions listed in the Fee Schedule is inaccurate
or incomplete in any material respect, and the party adversely affected did

not know, or could not reasonably have known otherwise, then the parties will
negotiate in good faith regarding an equitable adjustment to any materially and
adversely impacted provisions of this Agreement.

8.4 EFD Services. In addition to the charges specified on the Fee
------------
Schedule, Customer shall be responsible for all interchange and network provider
fees and all dues, fees and assessments established by and owed to Visa and/or
MasterCard for the processing of Customer's transactions, and for all costs and
fees associated with changes to ATM (as defined in Schedule 7.2) protocol caused
------------
by Customer's use of the EFD Services.

8.5 Training and Education.
----------------------

A. M&I shall provide training in accordance with the training
schedule developed pursuant to the Conversion Plan. The sessions shall be held
at a location mutually agreed upon by the parties. Customer shall be responsible
for all Expenses incurred by the participants and M&I's trainers in connection
with such education and training. If Customer requests that training be
conducted at a non-M&I facility, Customer shall be responsible for additional
fees as quoted by M&I. The training fees specified as part of Conversion fees do
not include training for data warehouse, branch automation systems, Bankcard
Services and EFD Services.

B. M&I will provide to Customer, at no charge, two sets of each of
the User Manuals. When the User Manuals are updated, M&I will provide the
updates to Customer at no additional charge. Additional sets of the User Manuals
may be purchased by Customer at M&I's then current published price list or
copied by Customer at its expense.

8.6 Excluded Costs. The fees set forth in the Fee Schedule do not
--------------
include shipping and courier costs, telecommunication charges, logical unit
("LU") charges, Expenses, Third Party pass-through charges, workshop fees,
training fees, late fees or charges and Taxes.

8.7 Disputed Amounts. If Customer disputes any charge or amount on any
----------------
invoice and such dispute cannot be resolved promptly through good faith
discussions between the parties, Customer shall pay the amounts due under this
Agreement less the disputed amount, and the parties shall diligently proceed to
resolve such disputed amount. An amount will be considered disputed in good
faith if (i)

Customer delivers a written statement to M&I on or before 180 days after receipt
of the invoice, describing in detail the basis of the dispute and the amount
being withheld by Customer, (ii) such written statement represents that the
amount in dispute has been determined after due investigation of the facts and
that such disputed amount has been determined in good faith, and (iii) all other
amounts due from Customer that are not in dispute have been paid in accordance
with the terms of this Agreement.

8.8 Terms of Payment. All "one-time" fees shall be paid to M&I as set
----------------
forth in the Fee Schedule. Customer shall pay the Monthly Base Fee in advance on
the first day of the calendar month in which the Services are to be performed.
To effect payment, Customer hereby authorizes M&I to initiate debit entries from
and, if necessary, initiate credit entries and adjustments to Customer's account
at the depository institution designated in the ACH Authorization Agreement
attached hereto as Exhibit A, which shall be executed by Customer
---------
contemporaneously with the execution of this Agreement. All other amounts due
hereunder shall be paid within thirty (30) days of invoice, unless otherwise
provided in the Fee Schedule. Undisputed charges not paid by the due date shall
be subject to annual interest at the rate of 12% or the highest rate permitted
by law, whichever is lower.

8.9 Modification of Terms and Pricing. All charges for Services shall be
---------------------------------
subject to the annual adjustments set forth in the Fee Schedule.

9. PERFORMANCE STANDARDS

9.1 General. Except as otherwise specified in this Agreement, M&I agrees
-------
to perform the Services in a commercially reasonable manner consistent with its
prior practices and industry best practices, and to maintain an adequately sized
staff of trained personnel thereafter. Subject to the nonoccurrence of an event
of force majeure and the performance of Customer's obligations essential to
M&I's performance of its obligations, M&I agrees that during the Term, M&I will
perform the ADP Services in accordance with the Performance Standards, set forth
on Schedule 9.1 attached.
------------

9.2 Service Deficiencies. If Customer is aware that any defect exists in
--------------------
the Services, Customer shall be responsible for using commercially reasonable
efforts to

make appropriate adjustments to mitigate adverse effects on Customer until M&I
corrects the defect and M&I will promptly reimburse Customer therefor, if
requested by Customer, or known by M&I, M&I will, at M&I's expense, make such
corrections through the most cost-effective means, whether manual, by system
reruns or program modifications. M&I will, where reasonable, make every effort
to correct any known material defect as soon as commercially reasonable (which
may be on an emergency basis, depending on the seriousness of the problem caused
by the defect) at M&I's expense.

9.3 Exclusive Remedy. Customer will notify M&I in writing if the
----------------
Performance Standards are not achieved, and M&I shall have ninety (90) days to
meet the Performance Standards. If after ninety (90) days the Performance
Standards still have not been met, the Customer may terminate the Agreement
without penalty or payment of any Termination Fee upon giving M&I at least
thirty (30) days' prior written notice after the expiration of the ninety (90)
day cure period.

10. MODIFICATION OR PARTIAL TERMINATION

10.1 Modifications to Services. M&I may modify, amend, enhance, update, or
-------------------------
provide an appropriate replacement for the software used to provide the
Services, or any element of its systems or processes at any time to: (i) improve
the Services or (ii) facilitate the continued economic provision of the Services
to Customer or M&I, provided that neither the functionality of the Services nor
any applicable Performance Standards are materially adversely affected.

10.2 Partial Termination by M&I. M&I may, at any time, withdraw any of the
--------------------------
Services (other than the Core Services) upon providing 180 days' prior written
notice to Customer. Notwithstanding the foregoing, M&I agrees that it shall
maintain the Cash Station interface to the PC Banking product and will continue
support for the shared VRU product for a minimum of three (3) years following
the Commencement Date. M&I may also terminate any of the Services immediately
upon any final regulatory, legislative, or judicial determination that providing
such Services is inconsistent with applicable law or regulation. If M&I
terminates any Service, M&I agrees to assist Customer, without additional
charge, in identifying an alternate provider of such terminated Service.

10.3 Partial Termination by Customer.
-------------------------------

A. Customer agrees that, during the Term, Customer shall obtain from
M&I substantially all of its requirements covered by the Initial Services. If
Customer breaches the foregoing covenant by terminating Services representing
more than five percent (5%) of the Monthly Base Fee, Customer shall pay M&I a
Termination Fee for the discontinued Service, as liquidated damages and not as a
penalty.

B. Unless otherwise agreed to by the parties in writing, Customer
may terminate any New Service upon one hundred eighty (180) days prior written
notice to M&I. Termination of New Services shall not be subject to any
Termination Fee, unless the entire Agreement is terminated in a manner which
would entitle M&I to receive a Termination Fee.

10.4 Ownership and Proprietary Rights. M&I reserves the right to determine
--------------------------------
the hardware, software and tools to be used by M&I in fulfilling its duties
under this Agreement. M&I and Customer intend and agree that M&I shall retain
title and all other ownership and proprietary rights in and to the M&I
Proprietary Materials and information. Such ownership and proprietary rights
shall include any and all rights in and to patents, trademarks, copyrights, and
trade secret rights. M&I and Customer agree that M&I Proprietary Materials and
Information are not "work made for hire" within the meaning of U.S. Copyright
---
Act 17 U.S.C. Section 101.

10.5 Millennium Modifications. The M&I Software has been modified to be
------------------------
Millennium Ready. Any additional modification to the M&I Software to make it
Millennium Ready shall be made by M&I at no additional charge to Customer,
provided, however, that any testing requirements imposed on Customer by any
Federal Regulator shall be performed by M&I at Customer's sole cost and expense
at M&I's then-current standard rates. M&I shall provide to Customer, at no
charge, the results of proxy testing conducted as of the Effective Date on non-
custom M&I Software used to provide the Initial Services.

11. TERMINATION

11.1 Early Termination. The terms and conditions set forth in attached
-----------------
Schedule 11.1 shall govern the early termination of this Agreement (or any
-------------
Service which is part of the Initial Services).

11.2 For Cause. If either party fails to perform any of its material
---------
obligations under this Agreement and does not cure such failure within thirty
(30) days after being given notice specifying the nature of the failure, then
the non-defaulting party may, by giving notice to the other party, terminate
this Agreement as of the date specified in such notice of termination, or such
later date agreed to by the parties, without prejudice to the non-defaulting
party's right to collect Damages (if the non-defaulting party is the Customer)
or the Termination Fee (if the non-defaulting party is M&I).

Notwithstanding the foregoing, if M&I terminates all, or substantially all
of the Services without cause, Customer may terminate this Agreement by giving
M&I ten (10) days' notice.

11.3 For Insolvency. In addition to the termination rights set forth in
--------------
Sections 11.1 and 11.2, subject to the provisions of ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇
Code, if either party becomes or is declared insolvent or bankrupt, is the
subject to any proceedings relating to its liquidation, insolvency or for the
appointment of a receiver or similar officer it, makes an assignment for the
benefit of all or substantially all of its creditors, or enters into an
agreement for the composition, extension, or readjustment of all or
substantially all of its obligations, or is subject to regulatory sanction by
any Federal Regulator where such sanction creates a material adverse effect on
such party's business as a whole, or will likely prevent such party from
performing its obligations under this Agreement, then the other party may, by
giving written notice to such party, may terminate this Agreement as of a date
specified in such notice of termination; provided that the foregoing shall not
apply with respect to any involuntary petition in bankruptcy filed against a
party unless such petition is not dismissed within sixty (60) days of such
filing.

11.4 For Force Majeure. In the event that M&I fails to provide the
-----------------
Services in accordance with this Agreement for a period of forty-five (45) days
due to an event of force majeure (as described in Section 22.16 hereof),
Customer may

terminate this Agreement upon written notice to M&I delivered within thirty (30)
days thereafter, without payment of any Termination Fee, or at any time with ten
(10) days prior written notice, if the parties reasonably and in good faith
determines the force majeure event will not likely ▇▇▇▇▇ within 45 days of
commencement of the event.

12. SERVICES FOLLOWING TERMINATION

12.1 Termination Assistance. Following the expiration or early termination
----------------------
of this Agreement, M&I shall, at Customer's request, provide Customer, at
Customer's expense, all necessary assistance to facilitate the orderly
transition of Services to Customer or its designee ("Termination Assistance").
As part of the Termination Assistance, M&I shall assist Customer to develop a
plan for the transition of all Services then being performed by M&I under this
Agreement, from M&I to Customer or its designee, on a reasonable schedule
developed jointly by M&I and Customer. Prior to providing any Termination
Assistance, M&I shall deliver to Customer a good faith estimate of all such
Expenses and charges including charges for custom programming services.
Notwithstanding the foregoing, if the Agreement is terminated by Customer as a
result of M&I's breach, M&I will provide Customer at no charge, one (1) set of
test deconversion tapes and one (1) set of final deconversion tapes. Customer
understands and agrees that all Expenses and charges for Termination Assistance
shall be computed in accordance with M&I's then-current standard published
prices for such products, materials and services. Nothing contained herein shall
obligate Customer to receive Termination Assistance from M&I. No termination of
this Agreement pursuant to Section 11 above or otherwise shall affect the
provisions of this Section 12.1.

12.2 Continuation of Services. Unless M&I terminates this Agreement
------------------------
pursuant to Section 11.2 above, upon at least ninety (90) days' prior written
request by Customer, M&I shall continue to provide Customer all Services and the
Effective Date of Termination shall be extended for a maximum period of twelve
(12) months. If Customer elects to receive the Services for such period, M&I's
then-current standard pricing shall continue to apply to the provision and
receipt of such Services.

13. DAMAGES

13.1 General. Each party shall be liable to the other party for Damages
-------
arising out of or relating to their respective performance or failure to perform
under this Agreement.

13.2 No Consequential Damages. Neither party shall be liable for, nor will
------------------------
the measure of any Damages in any event include, any indirect, incidental,
punitive, special or consequential damages or amounts for loss of income,
profits or savings arising out of or relating to performance or failure to
perform under this Agreement, even if such party has been advised of the
possibility of such losses or damages, and regardless of the nature of the claim
or form of action, whether in contract or tort, including negligence.

13.3 Equitable Relief. Either party may seek equitable remedies, including
----------------
injunctive relief, for a breach of the other party's obligations under Section
17 of this Agreement, prior to commencing the dispute resolution procedures set
forth in Section 15.1 below.

13.4 Limitation of Liability. Notwithstanding any provision in this
-----------------------
Agreement, for any reason, whether arising by negligence, or otherwise, M&I's
total, aggregate liability under this Agreement shall not exceed payments made
to M&I by Customer under this Agreement during the six (6) months prior to the
event, except that M&I's total aggregate liability under this Agreement as a
result of M&I's willful misconduct or recklessness shall not exceed payments
made to M&I by Customer under this Agreement during the twelve (12) months prior
to the event. No lawsuit or other action may be brought by either party hereto,
or on any claim or controversy based upon or arising in any way out of this
Agreement, after two (2) years from the date on which the cause of action arose
regardless of the nature of the claim or form of action, whether in contract or
tort, including negligence.

13.5 Economic Loss Waiver. In addition to and not in limitation of any
--------------------
other provision of this Article 13, Customer hereby knowingly, voluntarily, and
intentionally waives any right to recover from M&I any economic losses or
damages in any action brought under tort theories, including, misrepresentation,
negligence and/or strict liability, relating to the quality or performance of
any products or services provided by M&I. For purposes of this

waiver, economic losses and damages include monetary losses or damages to
Customer caused by a defective product or service except personal injury or
damage to other property. Even if remedies provided to Customer under this
Agreement shall be deemed to have failed of their essential purpose, M&I shall
have no liability to Customer under tort theories for economic losses or
damages.

13.6 Liquidated Damages. Customer acknowledges that M&I shall suffer a
------------------
material adverse impact on its business if this Agreement is terminated prior to
expiration of the Term, and that the resulting damages may not be susceptible of
precise determination. Customer acknowledges that the Termination Fee is a
reasonable approximation of such damages and shall be deemed to be liquidated
damages and not a penalty, which in addition to payment of other sums already
due shall constitute M&I's sole remedy.

13.7 Essential Elements. Customer and M&I acknowledge and agree that the
------------------
limitations contained in this Article 13 are essential to this Agreement, and
that M&I has expressly relied upon the inclusion of each and every provision of
this Article 13 as a condition to executing this Agreement.

14. INSURANCE AND INDEMNITY

14.1 Insurance. M&I shall maintain for its own protection fidelity bond
---------
coverage for the Operations Center personnel; insurance coverage for loss from
fire, disaster or the causes contributing to interruption of normal services,
including replacement of data processing equipment; reconstruction of data file
media and related processing costs; additional expenses incurred to continue
operations; and business interruption to reimburse M&I for losses resulting from
suspension of the Operation Center's activities due to physical loss of
equipment.

14.2 Indemnity.
---------

A. By Customer. Customer shall indemnify M&I from, defend M&I
-----------
against, and pay any final judgments awarded against M&I, resulting from: (i)
any breach of this Agreement by Customer (ii) Customer's violation of Federal,
state, or other laws or regulations; (iii) work-related injury or death caused
by Customer or its employees or agents; and (iv) tangible personal or real
property damage or financial or monetary loss incurred by M&I resulting from
Customer's acts or omissions.

B. By M&I. M&I shall indemnify Customer from, defend Customer
------
against, and pay any final judgment awarded against Customer, resulting from:
(i) any claim by a Third Party that the Services or the M&I Software infringe
upon any patent, copyright or trademark or other intellectual property rights of
a Third Party under the laws of the United States; (ii) any breach of this
Agreement by M&I; (iii) M&I's violation of Federal, state, or other laws or
regulations; (iv) work-related injury or death caused by M&I, its employees, or
agents; and (v) tangible personal or real property damage resulting from M&I's
acts or omissions.

14.3 Indemnification Procedures. If any Third Party makes a claim covered
--------------------------
by this Section against an indemnitee with respect to which such indemnitee
intends to seek indemnification under this Section, such indemnitee shall give
notice of such claim to the indemnifying party, including a brief description of
the amount and basis therefor, if known. Upon giving such notice, the
indemnifying party shall be obligated to defend such indemnitee against such
claim, and shall be entitled to assume control of the defense of the claim with
counsel chosen by the indemnifying party, reasonably satisfactory to the
indemnitee. Indemnitee shall cooperate fully with, and assist, the indemnifying
party in its defense against such claim in all reasonable respects. The
indemnifying party shall keep the indemnitee fully apprised at all times as to
the status of the defense. Notwithstanding the foregoing, the indemnitee shall
have the right to employ its own separate counsel in any such action, but the
fees and expenses of such counsel shall be at the expense of such indemnitee.
Neither the indemnifying party nor any indemnitee shall be liable for any
settlement of action or claim effected without its consent. Notwithstanding the
foregoing, the indemnitee shall retain, assume, or reassume sole control over
all expenses relating to every aspect of the defense that it believes is not the
subject of the indemnification provided for in this section. Until both (a) the
indemnitee receives notice from indemnifying party that it will defend, and (b)
the indemnifying party assumes such defense, the indemnitee may, at any time
after ten (10) days from the date notice of claim is given to the indemnifying
party by the indemnitee, resist or otherwise defend the claim or, after
consultation with and consent of the indemnifying party, settle or otherwise
compromise or pay the claim. The indemnifying party shall pay all costs of
indemnity arising out of or relating to that defense and any such settlement,
compromise, or payment. The indemnitee

shall keep the indemnifying party fully apprised at all times as to the status
of the defense. Following indemnification as provided in this Section, the
indemnifying party shall be subrogated to all rights of the indemnitee with
respect to the matters for which indemnification has been made.

15. DISPUTE RESOLUTION

15.1 Representatives of Parties. All disputes arising under or in
--------------------------
connection with this Agreement shall initially be referred to the Account
Representatives. If the Account Representatives are unable to resolve the
dispute within five (5) business days after referral of the matter to them, the
managers of the Account Representatives shall attempt to resolve the dispute.
If, after five (5) days they are unable to resolve the dispute, senior
executives of the parties shall attempt to resolve the dispute. If, after five
(5) days they are unable to resolve the dispute, the parties shall submit the
dispute to the chief executive officers of the parties for resolution. Neither
party shall commence legal proceedings with regard to a dispute until completion
of the dispute resolution procedures set forth in this Section 15.1, except to
the extent necessary to preserve its rights or maintain a superior position, or
in emergency circumstances.

15.2 Continuity of Performance. During the pendency of the dispute
-------------------------
resolution proceedings described in this Article 15, M&I shall continue to
provide the Services so long as Customer shall continue to pay all undisputed
amounts to M&I in a timely manner.

16. REPRESENTATIONS AND WARRANTIES

16.1 By M&I. M&I represents and warrants that:
------

A. Capability of Computer Systems and Software. M&I's computer
-------------------------------------------
systems (hardware and software) are capable of performing the Services in
accordance with the provisions of this Agreement.

B. User Manuals. The reports made available to Customer shall be in
------------
substantial conformity with the User Manuals, as amended from time to time,
copies of which have been, or will be, provided to Customer.

C. Rights. M&I has the right to provide the Services hereunder,
------
using all computer software required for that purpose (as of the date of this
Agreement, M&I is not aware that the Services or the M&I Software infringe upon
any patent, copyright, trademark or any other intellectual property right of a
third party).

D. Organization and Approvals. M&I is a corporation validly existing
--------------------------
and in active status under the laws of the State of Wisconsin. It has all the
requisite corporate power and authority to execute, deliver and perform its
obligations under this Agreement. The execution, delivery and performance of
this Agreement has been duly authorized by M&I and this Agreement is enforceable
in accordance with its terms against M&I. No approval, authorization or consent
of any governmental or regulatory authorities is required to be obtained or
made by M&I in order for M&I to enter into and perform its obligations under
this Agreement.

E. Compliance With Law. M&I agrees that it will use good faith
-------------------
efforts to comply with all applicable laws.

F. Disclaimer of Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN
------------------------
THIS SECTION 16.1, M&I DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL,
EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
M&I AGREES TO MAINTAIN THE ACCURACY OF THESE REPRESENTATIONS AND WARRANTIES
THROUGHOUT THE TERM OF THIS AGREEMENT.

16.2 By Customer. Customer represents and warrants that:
-----------

A. Organization. It is a corporation validly existing and in good
------------
standing under the laws of the state of its incorporation.

B. Authority. It has all the requisite corporate power and
---------
authority to execute, deliver and perform its obligations under this Agreement.
The execution, delivery and performance of this Agreement has been duly
authorized by Customer and this Agreement is enforceable in accordance with its
terms against Customer.

C. Approvals. No approval, authorization or consent of any
---------
governmental or regulatory authorities required to be obtained or made by
Customer in order for

Customer to enter into and perform its obligations under this Agreement.

D. Compliance With Laws. Customer agrees that it will use good
--------------------
faith efforts to comply with all applicable laws.

E. Disclaimer of Warranties. EXCEPT AS SPECIFICALLY SET FORTH IN
------------------------
THIS SECTION 16.2, CUSTOMER DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN,
ORAL, EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
CUSTOMER AGREES TO MAINTAIN THE ACCURACY OF THESE REPRESENTATIONS AND WARRANTIES
THROUGHOUT THE TERM OF THIS AGREEMENT.

17. CONFIDENTIALITY AND OWNERSHIP

17.1 Customer Data. Customer shall remain the sole and exclusive owner of
-------------
all Customer Data and other Confidential Information (as hereinafter defined),
regardless of whether such data is maintained on magnetic tape, magnetic disk,
or any other storage or processing device. All such Customer Data and other
Confidential Information shall, however, be subject to regulation and
examination by the appropriate auditors and regulatory agencies to the same
extent as if such information were on Customer's premises. "Customer Data"
means any and all data and information of any kind or nature submitted to M&I by
Customer, or received by M&I on behalf of Customer, in connection with the
Services.

17.2 M&I Systems. Customer acknowledges that it has no rights in any
-----------
software, systems, documentation, guidelines, procedures and similar related
materials or any modifications thereof provided by M&I, except with respect to
Customer's use of the same during the Term to process its data.

17.3 Confidential Information. "Confidential Information" of a party shall
------------------------
mean all confidential or proprietary information and documentation of such
party, whether or not marked as such, including without limitation with respect
to Customer, all Customer Data. Confidential Information shall not include: (i)
information which is or becomes publicly available (other than by the person or
entity having the obligation of confidentiality) without breach of this
Agreement; (ii) information independently developed by the receiving party;
(iii) information received

from a third party not under a confidentiality obligation to the disclosing
party; or (iv) information already in the possession of the receiving party
without obligation of confidence at the time first disclosed by the disclosing
party. The parties acknowledge and agree that the substance of the negotiations
of this Agreement, and the terms of this Agreement are considered Confidential
Information subject to the restrictions contained herein. Neither party shall
use, copy, sell, transfer, publish, disclose, display, or otherwise make any of
the other party's Confidential Information available to any Third Party without
the prior written consent of the other.

17.4 Obligations of the Parties. M&I and Customer shall hold the
--------------------------
Confidential Information of the other party in confidence and shall not disclose
or use such Confidential Information other than for the purposes contemplated by
this Agreement, and shall instruct their employees, agents, and contractors to
use the same care and discretion with respect to the Confidential Information of
the other party or of any Third Party utilized hereunder that M&I and Customer
each require with respect to their own most confidential information, but in no
event less than a reasonable standard of care, including but not limited to, the
utilization of security devices or procedures designed to prevent unauthorized
access to such materials. Each party shall instruct its employees, agents, and
contractors of its confidentiality obligations hereunder and not to attempt to
circumvent any such security procedures and devices. All such Confidential
Information shall be distributed only to persons having a need to know such
information to perform their duties in conjunction with this Agreement.

17.5 Security. M&I shall be responsible for, and shall establish and
--------
maintain safeguards against, any disaster, loss or alteration of the Customer
Data in the possession of M&I. Such safeguards shall be no less rigorous than
that M&I uses to protect its own data of a similar nature.

18. MANAGEMENT OF PROJECT

18.1 Account Representatives. Each party shall cause an individual to be
-----------------------
assigned ("Account Representative") to devote time and effort to management of
the Services under this Agreement following the Conversion. Neither party shall
reassign or replace its Account Representative during the first six (6) months
of his or her assignment without the consent of the other party, except if such
individual

voluntarily resigns, is dismissed for cause, or is unable to work due to his or
her death or disability.

18.2 Reporting and Meetings. Within sixty (60) days after the Effective
----------------------
Date, the parties shall, to the extent not set forth in a Schedule hereto,
mutually agree upon (a) an appropriate set of periodic reports to be issued by
M&I to Customer during the Conversion Period and during the remainder of the
Term; and (b) an appropriate set of periodic meetings to be held between the
Account Representatives during the Conversion Period and the remainder of the
Term. Meetings shall be held to review performance, changes, resource
utilization and such other matter as appropriate.

18.3 Development Projects and Technical Support. Upon Customer's written
------------------------------------------
request, M&I will develop and provide to Customer a good faith estimate of any
additional charges which Customer may incur in connection with the operation of
any new software, major modification or enhancements developed by M&I or the
acquisition of Third Party software. Nothing contained herein shall obligate M&I
to develop enhancements requested by Customer except M&I shall provide Customer,
at no charge, with enhancements and upgrades which are provided to any other M&I
customer at no charge.

19. REGULATORY COMPLIANCE

A. Customer shall be solely responsible for monitoring and interpreting
(and for complying with, to the extent such compliance requires no action by
M&I) the federal and state laws, rules and regulations pertaining to Customer's
business (the "Legal Requirements"). Based on Customer's Proper Instructions,
M&I shall select the processing parameter settings, features and options
(collectively, the "Parameters") within M&I's system that will apply to
Customer. Customer shall be responsible for determining that such selections
are consistent with the Legal Requirements and with the terms and conditions of
any agreements between Customer and its clients. In making such determinations,
Customer may rely upon the written descriptions of such Parameters contained in
the User Manuals. M&I shall perform system processing in accordance with the
Parameters.

B. Subject to the foregoing, M&I shall perform an on-going review of
federal laws, rules and regulations. M&I shall maintain the features and
functions set forth in the User Manuals for each of the Services in accordance
with all

changes in federal laws, rules and regulations applicable to such features and
functions, in a non-custom environment. For any new federal laws, rules and
regulations, M&I will perform a business review, with input from M&I's customers
and user groups. If M&I elects to support a new federal law, rule or regulation
through changes to the M&I Software, M&I shall develop and implement
modifications to the Services to enable Customer to comply with such new federal
laws, rules and regulations. In all other circumstances relating to regulatory
compliance of the Services, including state laws, rules and regulations, the
provisions of Section 5.2 above (New Services) shall apply.

C. In any event, M&I shall work with Customer in developing and
implementing a suitable procedure or direction to enable Customer to comply with
federal and state laws, rules and regulations applicable to the Services being
provided by M&I to Customer, including in those instances when M&I has elected
to, but it is not commercially practicable to, modify the M&I Software prior to
the regulatory deadline for compliance.

20. DISASTER RECOVERY

20.1 Services Continuity Plan. M&I shall maintain throughout the Term of
------------------------
the Agreement a Services Continuity Plan (the "Plan") in compliance with
applicable regulatory requirements. "Disaster" shall have the meaning set forth
in the Plan. Review and acceptance of the Plan as may be required by any
applicable regulatory agency shall be the responsibility of Customer. M&I shall
cooperate with Customer in conducting such reviews as such regulatory agency may
from time to time reasonably request. A detailed Executive Summary of the Plan
has been provided to Customer. Updates to the Plan shall be provided to
Customer without charge.

20.2 Relocation. If appropriate, M&I shall relocate all affected Services
----------
to an alternate disaster recovery site as expeditiously as possible after
declaration of a Disaster, and shall coordinate with Customer all requisite
telecommunications modifications necessary to achieve full connectivity to the
disaster recovery site, in material compliance with all regulatory requirements.

20.3 Resumption of Services. The Plan provides that, in the event of a
----------------------
Disaster, M&I will be able to resume the Services in accordance therewith within
the time periods specified in the Plan. In the event M&I is unable to resume
the Services to Customer within the time periods specified in the Plan, Customer
shall have the right to terminate this Agreement without payment of the
Termination Fee upon written notice to M&I delivered within thirty (30) days
after the occurrence of such Disaster.

20.4 Annual Test. M&I shall test its Plan by conducting one (1) test
-----------
annually and shall provide Customer with a description of the test results in
accordance with applicable laws and regulations.

21. GENERAL TERMS AND CONDITIONS

21.1 Transmission of Data. The responsibility and expense for
--------------------
transportation and transmission of, and the risk of loss for, data and media
transmitted between M&I and Customer (outside the control of M&I) shall be borne
by Customer. Data lost by M&I following processing, including loss of data
transmission, shall either be restored by M&I from its backup media or shall be
reprocessed from Customer's backup media at no additional charge to Customer, in
addition to any other rights or remedies available hereunder.

21.2 Equipment and Network. Customer shall obtain and maintain at its own
---------------------
expense its own data processing and communications equipment as may be necessary
or appropriate to facilitate the proper use and receipt of the Services.
Customer shall pay all installation, monthly, and other charges relating to the
installation and use of communications lines between Customer's datacenter and
the Operations Center, as set forth in Schedule 21.2 ("Network Schedule"). M&I
-------------
maintains and will continue to maintain a network control center with diagnostic
capability to monitor reliability and availability of the communication lines
described in the Network Schedule, but M&I shall not be responsible for the
continued availability or reliability of such communications lines.

21.3 Reliance on Data. M&I will perform the Services described in this
----------------
Agreement on the basis of information furnished by Customer except that M&I
shall promptly notify Customer of any errors discovered by M&I. M&I shall be
entitled to rely upon any such data, information, or

instructions as provided by Customer. If any error results from incorrect input
supplied by Customer, Customer shall be responsible for discovering and promptly
reporting any known error and supplying the data necessary to correct such error
to M&I for processing by M&I at the earliest possible time.

21.4 Data Backup. Customer shall maintain adequate records for at least ten
-----------
(10) business days including (i) microfilm images of items being transported to
M&I or (ii) backup on magnetic tape or other electronic media where transactions
are being transmitted to M&I, from which reconstruction of lost or damaged items
or data can be made. Customer assumes all responsibility and liability for any
loss or damage resulting from failure to maintain such records.

21.5 Balancing and Controls. Customer shall (a) on a daily basis, review
----------------------
all input and output, controls, reports, and documentation, to ensure the
integrity of data processed by M&I; and (b) on a daily basis, check exception
reports to verify that all file maintenance entries and nondollar transactions
were correctly entered. Customer shall be responsible for initiating timely
remedial action to correct any improperly processed data which these reviews
disclose.

21.6 Use of Services. Customer assumes exclusive responsibility for the
---------------
consequences of any Proper Instructions Customer may give M&I, for Customer's
failure to properly access the Services in the manner prescribed by M&I, and for
Customer's failure to supply accurate input information; provided, however, M&I
shall promptly notify Customer of any errors discovered by M&I. Customer agrees
that, except as otherwise permitted in this Agreement or in writing by M&I,
Customer will use the Services only for the internal business purposes of
Customer and its affiliates to service its and their banking customers and
clients and will not sell or otherwise provide, directly or indirectly, any of
the Services or any portion thereof to any Third Party.

21.7 Regulatory Assurances. M&I and Customer acknowledge and agree that
---------------------
the performance of these Services will be subject to regulation and examination
by Customer's regulatory agencies to the same extent as if such Services were
being performed by Customer. Upon request, M&I agrees to provide any
appropriate assurances to such agency and agrees to subject itself to any
required examination or regulation. Customer agrees to reimburse M&I for
reasonable costs actually incurred due to any such examination or

regulation that is performed primarily for the purpose of examining Services
used by Customer.

A. Notice Requirements. Customer shall be responsible for complying
-------------------
with all regulatory notice provisions to any applicable governmental agency,
which shall include providing timely and adequate notice to the Chief Examiner
of the Federal Home Loan Bank Board, the Office of Thrift Supervision, the
Office of the Comptroller of the Currency, The Federal Deposit Insurance
Corporation, the Federal Reserve Board, or their successors, as applicable
(collectively, the "Federal Regulators"), as of the Effective Date of this
Agreement, identifying those records to which this Agreement shall apply and the
location at which such Services are to be performed.

B. Examination of Records. The parties agree that the records
----------------------
maintained and produced under this Agreement shall, at all times, be available
at the Operations Center for examination and audit by governmental agencies
having jurisdiction over the Customer's business, including any Federal
Regulator. The Director of Examinations of any Federal Regulator or his or her
designated representative shall have the right to ask for and to receive
directly from M&I any reports, summaries, or information contained in or derived
from data in the possession of M&I related to the Customer. M&I shall notify
Customer as soon as reasonably possible of any formal request by any authorized
governmental agency to examine Customer's records maintained by M&I, if M&I is
permitted to make such a disclosure to Customer under applicable law or
regulations. Customer agrees that M&I is authorized to provide all such
described records when formally required to do so by a Federal Regulator.

C. Audits. M&I shall cause a Third Party review of the Operations
------
Center and related internal controls, to be conducted annually by its nationally
recognized independent auditors. M&I shall provide to Customer, upon written
request, one copy of the audit report resulting from such review. Remote
datacenters used by M&I in providing some of the Services shall be reviewed by
M&I's internal auditors in accordance with procedures and on a schedule
satisfactory to the Federal Regulator responsible for supervision of M&I.

21.8 IRS Filing. Customer represents it has complied with all laws,
----------
regulations, procedures, and requirements in attempting to secure correct tax
identification numbers

(TINs) for Customer's payees and customers and agrees to attest to this
compliance by an affidavit provided annually. Customer authorizes M&I to act as
Customer's agent and sign on Customer's behalf the Affidavit required by the
Internal Revenue Service on Form 4804, or any successor form. Exhibit B
---------
(Attorney-in-Fact Appointment) and Exhibit C (Affidavit) shall be executed by
---------
Customer contemporaneously with the execution of this Agreement. Customer
acknowledges that M&I's execution of the Form 4804 Affidavit on Customer's
behalf does not relieve Customer of responsibility to provide accurate TINs or
liability for any penalties which may be assessed for failure to comply with TIN
requirements.

21.9 Affiliates. Customer agrees that it is responsible for assuring
----------
compliance with this Agreement by those Affiliates receiving Services under this
Agreement. Customer agrees to be responsible for the submission of its
Affiliates' data to M&I for processing and for the transmission to Customer's
Affiliates of such data processed by and received from M&I. Customer agrees to
pay any and all fees owed under this Agreement for Services rendered to its
Affiliates.

21.10 Future Acquisitions. Customer acknowledges that M&I has established
-------------------
the Fee Schedule and enters into this Agreement on the basis of M&I's
understanding of the Customer's current need for Services and Customer's
anticipated future need for Services as a result of internally generated
expansion of its customer base. If the Customer expands its operations by
acquiring Control of additional financial institutions or the Customer
experiences a Change in Control (as hereinafter defined), the following
provisions shall apply:

A. Acquisition of Additional Entities. If Customer acquires Control
----------------------------------
after the date hereof of one or more bank holding companies, banks, savings and
loan associations or other financial institutions that are not currently
Affiliates, M&I agrees to provide Services for such new Affiliates and such
Affiliates shall automatically be included in the definition of "Customer";
provided that (a) the Conversion of each new Affiliate must be scheduled at a
mutually agreeable time (taking into account, among other things, the
availability of M&I Conversion resources) and must be completed before M&I has
any obligation to provide Services to such new Affiliate; (b) the Customer will
be liable for any and all Expenses in connection with the Conversion of such new
Affiliate; and (c) Customer shall

pay Conversion Fees in an amount to be mutually agreed upon with respect to each
new Affiliate.

B. Change in Control of Customer. If a Change in Control occurs
-----------------------------
with respect to Customer, M&I agrees to continue to provide Services under this
Agreement; provided that (a) M&I's obligation to provide Services shall be
limited to the entities comprising the Customer prior to such Change in Control
and (b) M&I's obligation to provide Services shall be limited in any and all
circumstances to the number of accounts and items processed in the 3-month
period prior to such Change in Control occurring plus 100%.

22. MISCELLANEOUS PROVISIONS

22.1 Governing Law. The validity, construction and interpretation of this
-------------
Agreement and the rights and duties of the parties hereto shall be governed by
the internal laws of the State of Wisconsin, excluding its principles of
conflict of laws.

22.2 Venue and Jurisdiction. In the event of litigation to enforce the
----------------------
terms of this Agreement, the parties consent to venue in an exclusive
jurisdiction of the courts of Milwaukee County, Wisconsin and the Federal
District Court for the Eastern District of Wisconsin. The parties further
consent to the jurisdiction of any federal or state court located within a
district which encompasses assets of a party against which a judgment has been
rendered, either through arbitration or litigation, for the enforcement of such
judgment or award against such party or the assets of such party.

22.3 Entire Agreement; Amendments. This Agreement, together with the
----------------------------
exhibits and schedules hereto, constitutes the entire agreement between M&I and
the Customer with respect to the subject matter hereof. There are no
restrictions, promises, warranties, covenants or undertakings other than those
expressly set forth herein and therein. This Agreement supersedes all prior
negotiations, agreements, and undertakings between the parties with respect to
such matter. This Agreement, including the exhibits and schedules hereto, may
be amended only by an instrument in writing executed by the parties or their
permitted assignees.

22.4 Assignment. This Agreement may not be assigned by either party, by
----------
operation of law or otherwise, without the

prior written consent of the other party, which consent shall not be
unreasonably withheld, provided that (a) M&I's consent need not be obtained in
connection with the assignment of this Agreement pursuant to a merger in which
Customer is a party and as a result of which the surviving Entity becomes an
Affiliate of another bank holding company, bank, savings and loan association or
other financial institution, so long as the provisions of Section 21.10 are
complied with; and (b) M&I may freely assign this Agreement (i) in connection
with a merger, corporate reorganization or sale of all or substantially all of
its assets, stock or securities, or (ii) to any Entity which is a successor to
the assets or the business of the M&I Data Services division of M&I.

22.5 Relationship of Parties. The performance by M&I of its duties and
-----------------------
obligations under this Agreement shall be that of an independent contractor and
nothing contained in this Agreement shall create or imply an agency's
relationship between Customer and M&I, nor shall this Agreement be deemed to
constitute a joint venture or partnership between Customer and M&I.

22.6 Notices. Except as otherwise specified in the Agreement, all notices,
-------
requests, approvals, consents and other communications required or permitted
under this Agreement shall be in writing and shall be personally delivered or
sent by (i) first class U.S. mail, registered or certified, return receipt
requested, postage pre-paid; or (ii) U.S. express mail, or other, similar
overnight courier service to the address specified below. Notices shall be
deemed given on the day actually received by the party to whom the notice is
addressed.

In the case of Customer: The PrivateBank and Trust Company
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Chief Operating Officer

In the case of M&I: M&I Data Services
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President
Sales & Marketing
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Vice President and
General Counsel

22.7 Headings. Headings in this Agreement are for reference purposes only
--------
and shall not effect the interpretation or meaning of this Agreement.

22.8 Counterparts. This Agreement may be executed simultaneously in any
------------
number of counterparts, each of which shall be deemed an original but all of
which together constitute one and the same agreement.

22.9 Waiver. No delay or omission by either party to exercise any right or
------
power it has under this Agreement shall impair or be construed as a waiver of
such right or power. A waiver by any party of any breach or covenant shall not
be construed to be a waiver of any succeeding breach or any other covenant. All
waivers must be in writing and signed by the party waiving its rights.

22.10 Severability. If any provision of this Agreement is held by court or
------------
arbitrator of competent jurisdiction to be contrary to law, then the remaining
provisions of this Agreement will remain in full force and effect. Articles 11,
13 and 17 and Sections 22.1, 22.2 and 22.18 shall survive the expiration or
earlier termination of this Agreement for any reason.

22.11 Attorneys' Fees and Costs. If any legal action is commenced in
-------------------------
connection with the enforcement of this Agreement or any instrument or agreement
required under this Agreement, the prevailing party shall be entitled to costs,
reasonable attorneys' fees actually incurred, and necessary disbursements
incurred in connection with such action, as determined by the court.

22.12 Financial Statements. M&I agrees to furnish to the Customer copies of
--------------------
the then-current annual report for the ▇▇▇▇▇▇▇▇ & Ilsley Corporation, within 45
days after such document is made publicly available.

22.13 Publicity. Neither party shall use the other parties' name or
---------
trademark or refer to the other party directly or indirectly in any media
release, public announcement or public disclosure relating to this Agreement or
its subject matter, in any promotional or marketing materials, lists or business
presentations, without consent from the other party for each such use or
release. Each party agrees that neither it, its directors, officers, employees
or agents shall disclose this Agreement or any of the terms or provisions of
this Agreement to any other party except for its accountants, attorneys,
governmental agencies, pursuant to a subpoena or court order and, upon receipt
of a written confidential agreement, to a potential merger or acquisition
candidate.

22.14 Solicitation. Neither party shall solicit the employees or customers
------------
of the other party during the Term of this Agreement, for any reason.

22.15 No Third Party Beneficiaries. Each party intends that this Agreement
----------------------------
shall not benefit, or create any right or cause of action in or on behalf of,
any person or entity other than the Customer and M&I.

22.16 Force Majeure. Notwithstanding any provision contained in this
-------------
Agreement, neither party shall be liable to the other to the extent fulfillment
or performance if any terms or provisions of this Agreement is delayed or
prevented by revolution or other civil disorders; wars; acts of enemies;
strikes; lack of available resources from persons other than parties to this
Agreement other than those involving employees of a party hereto; labor disputes
other than those involving employees of a party hereto; fires; floods; acts of
God; federal, state or municipal action; statute; ordinance or regulation; or,
without limiting the foregoing, any other causes not within its control, and
which by the exercise of reasonable diligence it is unable to prevent, whether
of the class of causes hereinbefore enumerated or not. This clause shall not
---
apply to the payment of any sums already due under this Agreement by either
party to the other.

22.17 Construction. M&I and Customer each acknowledge that the limitations
------------
and exclusions contained in this Agreement have been the subject of active and
complete negotiation between the parties and represent the parties' voluntary
agreement based upon the level of risk to Customer and M&I associated with their
respective obligations under this Agreement and the payments to be made to M&I
and the

charges to be incurred by M&I pursuant to this Agreement. The parties agree that
the terms and conditions of this Agreement shall not be construed in favor of or
against any party by reason of the extent to which any party or its professional
advisors participated in the preparation of this document.

22.18 Waiver of Jury Trial. Each of Customer and M&I hereby knowingly,
--------------------
voluntarily and intentionally waives any and all rights it may have to a trial
by jury in respect of any litigation based on, or arising out of, under, or in
connection with, this Agreement or any course of conduct, course of dealing,
statements (whether verbal or written), or actions of M&I or Customer,
regardless of the nature of the claim or form of action, written contract or
tort, including negligence.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in their names as of the date first above written.

▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ CORPORATION ("M&I")
acting through its division,
M&I DATA SERVICES

By: _____________________________
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
Outsourcing Business Group

By: _____________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
Sale & Marketing

THE PRIVATEBANK AND TRUST COMPANY
("Customer")
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇

By: _____________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Chief Operating Officer

EXHIBIT A

AUTHORIZATION AGREEMENT

The undersigned ("Customer") hereby authorizes M&I Data Services, a
division of the ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ Corporation, ("M&I") to initiate debit entries
and to initiate, if necessary, credit entries and adjustments for any excess
debit entries or debit entries made in error, to Customer's account indicated
below and the depository named below, to debit and/or credit the same such
account.

This authority is to remain in full force and effect for the period coinciding
with the term (and any renewals thereof) of the Outsourcing Agreement made the
_____ day of April, 1999, and any addenda thereto (the "Agreement"), pursuant to
the terms and conditions specified in the Agreement.

DEPOSITORY NAME: ___________________________________

ADDRESS: ___________________________________

CITY/STATE/ZIP: ___________________________________

TELEPHONE NUMBER: ___________________________________

ROUTING TRANSIT NUMBER: ___________________________________

ACCOUNT NUMBER: ___________________________________

THE PRIVATE BANK AND TRUST
COMPANY ("CUSTOMER")

By: ___________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Chief Operating Officer

EXHIBIT B

ATTORNEY-IN-FACT APPOINTMENT

Customer hereby appoints M&I Data Services, a division of the ▇▇▇▇▇▇▇▇ &
▇▇▇▇▇▇ Corporation ("M&I") as: (1) customer's attorney-in-fact and empowers M&I
to authorize the Internal Revenue Service (IRS) to release information return
documents supplied to the IRS by M&I to states which participate in the
"Combined Federal/State Program"; and (2) Customer's agent to sign on Customer's
behalf the Affidavit required by the Internal Revenue Service on Form 4804, or
any successor form.

THE PRIVATEBANK AND TRUST
COMPANY ("CUSTOMER")

By: ___________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Chief Operating Officer

EXHIBIT C

AFFIDAVIT

STATE OF ___________________)
) SS.
COUNTY OF ___________________)

I, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, being first duly sworn, on oath, depose and say:

1. I am an employee of The PrivateBank and Trust Company. I have
personal knowledge of my employer's practices with regard to procuring and
reporting tax identification numbers (TINs) and authority to execute this
Affidavit on my employer's behalf.

2. The PrivateBank and Trust Company has complied with all laws,
regulations, procedures, and requirements in attempting to secure correct TINs
for its payees. This compliance has been pursued with due diligence, and any
failure to secure correct TINs is due to reasonable cause.

THE PRIVATEBANK AND TRUST
COMPANY ("CUSTOMER")

By: ____________________________
Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: Chief Operating Officer

Subscribed and sworn to before me
this _____ day of ________________, 1999.
__________________________________
__________________________________ Notary Public
My Commission expires: ___________

OUTSOURCING AGREEMENT BY AND BETWEEN THE PRIVATEBANK AND TRUST COMPANY

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