Exhibit 10.6 PORTIONS OF THIS EXHIBIT WHICH ARE INDICATED BY "[*]" HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 2004 RESTATED CSCU CARD PROCESSING SERVICE...

Exhibit 10.6

PORTIONS OF THIS EXHIBIT WHICH ARE INDICATED BY "[*]" HAVE BEEN
OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

2004 RESTATED CSCU CARD PROCESSING SERVICE AGREEMENT This 2004 Restated CSCU
Card Processing Services Agreement (this "Agreement") is made as of January 1,
2004 by and between Card Services for Credit Unions, Inc., a Florida corporation
("CSCU") and Certegy Card Services, Inc. (formerly Equifax Card Services, Inc.),
a Florida corporation ("Certegy") with reference to the following facts:

A. CSCU is an organization consisting of member credit unions (the "Credit
Unions"), which are licensees of VISA U.S.A., Inc. ("VISA") and/or MasterCard
International, Inc. ("MasterCard").

B. Among other purposes, CSCU has been organized for the purpose of obtaining
and maintaining one or more bank identification numbers (BIN's) issued by VISA
and/or interbank card association numbers (ICA's) issued by MasterCard for
shared use by the Credit Unions in connection with their VISA and/or MasterCard
programs.

C. Certegy is engaged in the business of providing card processing services to
assist licensees of VISA and MasterCard in the operation of their card programs.

D. CSCU, in a desire to retain Certegy on an exclusive basis to provide card
processing services to the Credit Unions, entered into the CSCU Card Processing
Service Agreement with Equifax Card Services, Inc., f/k/a Telecredit Service
Center, Inc., on February 7, 1989, which was amended on September 15, 1989, July
1, 1992, March 27, 1993, and April 1, 1993 (collectively, the Original
Agreement"). The parties entered into a Restated CSCU Card Processing Service
Agreement on February 16, 1994, which they later amended on August 2, 1997 and
April 1, 1999 (the "Restated Agreement"). The term of the Restated Agreement
extends through September 30, 2004.

E. The parties now desire to enter into this Agreement to extend the term of the
Restated Agreement from October 1, 2004 through December 31, 2009 (the "Extended
Period"), and to update and again restate the terms of their Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:

Services. 1.

1.1 Retention of Certegy. By this Agreement, CSCU retains Certegy, and Certegy
agrees, to provide card processing services to the Credit Unions in accordance
with the terms of this Agreement. The services to be provided (the "Services")
include all of the items referenced on Schedules ▇, ▇, ▇, ▇, ▇, ▇, ▇ and L.
Except as otherwise provided for in this Agreement, so long as this Agreement
remains in effect, CSCU shall not retain any other party to provide any of

the Services. If CSCU wishes to utilize or offer additional services or products
not included on any of the Schedules or Exhibits, CSCU shall provide Certegy the
right of first refusal to provide those other services or products. In this
event, CSCU shall provide to Certegy in writing the specifications for those
services or products and shall give Certegy ninety (90) days from receipt of
such notice to advise CSCU if Certegy can provide the requested services and/or
products and on what additional terms (i.e., fees). CSCU may obtain competitive
bids from other providers in the industry for these other services and products
not included on the Schedules or Exhibits, but shall always provide Certegy the
opportunity to meet any competitive bid and provide those additional products
and services. In the event that Certegy is unable or unwilling to meet the bid
submitted by another third party processor, CSCU may purchase those services or
products from such other provider.

1.2 Should CSCU request a change to any of the Services that would require
modification of or addition to hardware or software utilized by Certegy or
hiring of additional staff by Certegy or result in Certegy incurring any
additional expenses in providing the Services (e.g., customization of a
particular program for a particular group of Credit Unions, or should CSCU
request Certegy to implement a program sooner then scheduled by Certegy,) then
Certegy and CSCU agree to negotiate whether and upon what terms such changes or
implementations shall be provided. Certegy reserves the right to make changes to
the Services from time to time so long as the changes do not prevent Certegy or
CSCU from meeting their obligations to the Credit Unions and Cardholders (e.g.,
changing vendors, changing equipment, upgrading software and other changes that
are determined necessary by Certegy, in its sole discretion, to maintain
performance levels and competitiveness). Certegy shall be responsible for
implementing, at no additional cost to CSCU or the Credit Unions, all updates
and releases as required by MasterCard and/or Visa, as well as modifications to
correct problems with the Services that are the responsibility of Certegy.
Certegy shall test all changes, using commercially reasonable means including
quality control checks, prior to placing changes into production, to increase
the likelihood of a successful implementation. In addition, Certegy will present
to CSCU information on new products and services prior to those new products or
services being offered to the Credit Unions.

1.3 Credit Union Service Agreement. Certegy shall enter into a "Credit Union
Service Agreement," substantially in the form of one of those agreements
attached as Exhibits "B," "B-1 and "B-2 with each Credit Union desiring to
acquire the Services.

1.4 Minimum Rating Requirements. From time to time, CSCU and Certegy may jointly
establish minimum financial requirements for eligibility in the program offered
pursuant to this Agreement.

1.5 Other Vendors. If a Credit Union wishes Certegy to provide to vendors data
pertaining to that Credit Union, that Credit Union shall provide written
authorization to Certegy to provide that data as well as indemnification for
claims pertaining to the provision of that data or the performance of any such
vendors, in a form acceptable to Certegy. In addition, Certegy my require any
such vendor to enter into written agreements with Certegy governing the
provisions of that data and the vendor's duty to protect the data from
compromise and unauthorized use or disclosure.

Fees for the Services. 2.

2.1 CSCU Enrollment Fee. At the time a Credit Union enters into a Credit Union
Service Agreement, that Credit Union shall pay to CSCU, and CSCU hereby
authorizes Certegy to collect on its behalf, a nonrefundable enrollment fee of
One Hundred Fifty Dollars ($150.00).

2.2 Guaranteed Rates. Certegy shall charge the Credit Unions, and the Credit
Unions shall pay, those fees set forth on Schedules "A", "B", "C", "E", "G",
"J", "K" and "L", copies of which are attached to and made a part of this
Agreement (collectively, the "Schedules"). Subject to subparagraphs 2.3 and 2.4
of this Agreement, those fees set forth on the Schedules shall remain in effect
through the term of this Agreement. Pass through Fees. From time to time,
Certegy shall have the right to increase

2.3 any of the fees over which it has no control up to the amount of the actual
cost incurred by Certegy including, but not limited to, Certegy's reasonable
internal costs (collectively, the "Pass Through Fees") and which are identified
as such on the Schedules, effective as of the date those Pass Through Fees are
increased to Certegy. CSCU shall not be responsible, however, for any MasterCard
and Visa fines and penalties that result from Certegy's failure to fulfill its
obligations under this Agreement.

2.4 Fee Increases for Inflation. Effective October 1, 2004, upon written notice
in accordance with section 2.5, Certegy shall have the right, three times during
the Extended Period, to increase one or more of the fees set forth on the
Schedules, excluding the Pass Through Fees, by a percentage equal to the
Percentage Increase, if any, in the Consumer Price Index as described below, but
not to exceed 3% in any one increase. For purposes hereof, the following
definitions shall apply:

(i) The "Consumer Price Index" shall mean the Consumer Price Index of the Bureau
of Labor Statistics of the United States Department of Labor (the "DOL") for All
Urban Consumers, U.S. City Average (1982-84=100), "All Items" (the "Index"). If
the DOL revises the basis on which the Index is now calculated, the parties
shall make an appropriate conversion to a revised "Index" on the basis of
conversion factors published by the DOL. If conversion factors are not available
from the DOL, either party may request the DOL to provide an appropriate
conversion or adjustment. If the DOL is unable or unwilling to provide an
appropriate conversion or adjustment, or if the Index is discontinued, the
parties shall in good faith agree on a suitable substitute for the Index.

(ii) The "Percentage Increase" shall mean the percentage equivalent to the
fraction, the numerator of which is the Index for the Comparative Month less the
Index for the Base Month, and the denominator of which is the Index for the Base
Month.

(iii) The "Comparative Month" shall mean the third month prior to the effective
date of the increase, and the "Base Month" shall mean (a) in the case of the
first increase for any applicable Schedule, March of 2002, and (b) in the case
of a subsequent increases, the month that was the Comparative Month for the last
increase of the fees being increased.

2.5 Notice of Fee Modification. Any allowed fee modification shall be effective
on the first calendar day of the next month following thirty (30) days prior
written notice from Certegy to CSCU and the Credit Unions. Certegy shall
document any fee modification by revising the applicable Schedules, providing a
copy of the revised Schedules to CSCU and providing notice of the changes to the
individual Credit Unions.

2.6 Payment of Fees. Fees for processing transactions shall be settled each
banking day for the transactions processed for the previous banking day and
shall be payable by deduction from the various Accounts referenced in section 3
of this Agreement. Fees for all other Services shall be invoiced by Certegy
monthly and shall be payable by deduction from the Accounts referenced in, and
in accordance with, section 3 of this Agreement. Settlement Procedures. 3.
Program Clearing Account. So long as this agreement remains in effect, Certegy

3.1 shall maintain on behalf of CSCU a demand deposit account (the "Program
Clearing Account" or "PCA") at a mutually agreeable financial institution the
purpose of settling transactions, charges, and reimbursements in connection with
the Credit Unions' VISA and MasterCard programs. Access. Certegy shall have the
right to make deposits into and withdrawals from

3.2 the PCA for the following purposes:

(i) daily settlement of all incoming VISA and MasterCard cardholder amounts due
VISA and MasterCard;

(ii) daily settlement of fees payable to Certegy for the transactions processed
the previous banking day;

(iii) monthly settlement of Certegy's fees and charges other than daily
transaction processing fees;

(iv) daily settlement of all VISA and MasterCard fees charged CSCU or a CSCU
member by VISA or MasterCard or deducted from Certegy's accounts, including
without limitation the combined warning bulletin fees, interchange fees, and
assessments;

(v) daily payment of any interest due Certegy for Funds paid by Certegy to VISA
or MasterCard on behalf of the Credit Unions that were not available in the PCA
(the "PCA Shortfall"), which interest shall be calculated at the prime rate
charged by Certegy's depository bank plus one percent (1%) for all PCA
shortfall;

(vi) daily investment for CSCU's benefit of available funds from the PCA as
described in section 3.4;

(vii) settlement of all incoming debt transactions; and

(viii) settlement of all outgoing debit transactions not more than three (3)
business days following Certegy's receipt of such outgoing debit transactions
from a Credit Union.

3.3 Funding and Management of the PCA. CSCU, through each of the Credit Unions,
shall provide Certegy the funds to maintain on behalf of CSCU, at all times in
the PCA, a balance not less than the following (the "Minimum Balance"):

(i) If Certegy provides any of the Services referenced on Schedule "A" and "B",
the anticipated average number of credit cardholder accounts of each Credit
Union under its VISA and/or MasterCard programs for the first 90 days or 300
accounts, whichever is greater, x 2.5 (anticipated charges per cardholder
account per month) x $75 (anticipated average transaction amount) divided by
21.5 (average business days per month); plus

(ii) If Certegy provides any of the Services referenced on Schedule "E" and "J",
the anticipated average number of debit cardholder accounts of each Credit Union
under its VISA and/or MasterCard programs for the first 90 days or 300 accounts,
whichever is greater, x 5 (anticipated debits per cardholder account per month)
x $40 (anticipated average debit amount) divided by 21.5 (average business days
per month); plus

(iii) if Certegy provides any other Services to a Credit Union, an amount
sufficient to cover those daily transactions and chargebacks as well (e.g.,
Direct Processing Merchant Services as referenced on Schedule "C" or Commercial
Card Services on Schedule "G"). The above factors may be adjusted by Certegy
based on the actual transaction volume history of those Credit Unions for which
Certegy has been providing Services, and the factors shall thereafter be
adjusted quarterly by Certegy, or more often if deemed necessary by Certegy and
CSCU, based on the actual transaction volume history of the prior quarter and
seasonal factors. Certegy shall give prior written notice to CSCU and the Credit
Unions of any adjustment of the factors. Credit Union authorizes Certegy, at
Credit Union's expense, to access the PCA as well as the Settlement Account
through the Automated Clearing House ("ACH"), U.S. Central Credit Union's data
switch, wire transfer, or draft transfer in order to maintain Credit Union's
required balances, if applicable, or for any purpose described in this section
3, and similarly to transfer funds owing to a Credit Union into the applicable
account. CSCU guarantees the availability of the funds in the various accounts
referenced in this section 3 and agrees that Certegy shall at all times have
access to such funds for the above referenced purposes and further agrees that
Certegy shall be able to make the withdrawals and transfers required hereunder
and hereby authorizes Certegy to borrow funds, on a short-term basis on behalf
of CSCU, to maintain funds in those accounts in an amount reasonably required by
Certegy to perform daily settlements. Certegy agrees to manage the various
accounts on CSCU's behalf and on behalf of Credit Union to achieve these stated
purposes. Investment of Funds. Certegy shall invest any available funds in the
PCA on

3.4 behalf of CSCU in short-term investments to be mutually agreed on in
writing.

3.5 Settlement Account. Certegy shall on behalf of CSCU require each Credit
Union to maintain, and each Credit Union shall maintain, at all times a demand
deposit account (a "Settlement Account") with funds in an amount sufficient to
enable CSCU and/or Certegy to replenish the PCA, on a daily basis, so that the
Credit Union's pro rata share of the Minimum Balance is maintained at all times.
CSCU and/or Certegy, through U.S. Central Credit Union's data switch, through
the Automated Clearing House ("ACH"), or through wire transfer, at the expense
of each Credit Union, shall have the right to transfer funds from each
Settlement account to the PCA, on a daily basis, in an amount necessary to
replenish the PCA as set forth above. Each Credit Union shall provide overdraft
protection for its Settlement Account to further ensure that CSCU and/or Certegy
shall be able to make the transfers necessary under this section. So long as
Certegy shall follow reasonable and prudent procedures to minimize loss
resulting from the failure of a Credit Union to maintain the required balance in
its Settlement Account, CSCU shall indemnify and hold harmless Certegy from and
against any losses and liabilities resulting from the failure of a Credit Union
to maintain the required balance. Settlement to Credit Unions processing on
BASE2000. Credit Unions receiving

3.6 Certegy Services under Schedules "K" or "L" shall each establish a
settlement account in the Credit Union's name to enable VISA and/or MasterCard
to settle transactions, dues, fees, assessments and other amounts directly to
the Credit Union settlement account ("Direct Settlement Account"). The Credit
Union shall maintain sufficient balances in the Direct Settlement Account to
enable such VISA and/or MasterCard settlements. Neither CSCU nor Certegy shall
bear any responsibility or liability for funding of the Credit Union's Direct
Settlement Account.

3.7 Payment Account. Certegy shall maintain on behalf of CSCU one or more demand
deposit accounts for the purpose of deposit of cardholder and other payments
made to CSCU and the Credit Unions (the "Payment Accounts"). Certegy shall have
the right to deposit cardholder and other payments into the Payment Accounts and
to transfer funds from the Payment Accounts to the PCA, the Settlement Account
or the Direct Settlement Account, as appropriate.

3.8 Records. Certegy shall maintain complete records pertaining to the PCA and
the Payment Accounts, including records pertaining to reconciliation of the PCA,
daily interchange fees, and daily settlements, and pertaining to Certegy's
transfers to and from the Settlement Accounts.

Quality Control Standards. 4.

4.1 Certegy shall maintain the quality control standards set forth in Exhibit
"C", which is attached to and made a part of this Amendment (the "Standards").
At the end of each calendar quarter, Certegy and CSCU shall review Certegy's
quarterly performance regarding the Standards. To facilitate that quarterly
review, Certegy shall provide CSCU with monthly reports on which that review can
be based. Those Standards on Exhibit C, which are deemed to be "Material
Standards", are identified as such on Exhibit "C". CSCU and Certegy shall each
measure Credit Union satisfaction through their independently conducted surveys.
If CSCU notifies Certegy that CSCU's satisfaction survey results for any period
vary materially from the results of Certegy's satisfaction survey for the same
period, the parties shall compare their

surveys to confirm that the survey questions seek the same information, the
surveys are addressed to the same target audience, and the surveys use the same
response scale. If matching these factors corrects the variance, future results
should match. When these factors are the same and the results still have a
statistically significant variance and the issue causing the variance can be
identified, CSCU and Certegy will mutually agree on corrective action and
implement the corrective action plan within 30 days. If Certegy and CSCU cannot
identify or agree upon the cause for the variance, the parties will jointly
retain the assistance of an outside statistical survey specialist to assist the
parties' effort to eliminate the variance.

4.2 The failure by Certegy to have met one or more Material Standards or three
or more of the other Standards in any three consecutive months shall be deemed a
"Material Failure". In the event Certegy is implementing a technology or
software enhancement, Certegy may inform CSCU in advance of the Standards it
expects to be negatively affected and the timeframe for the implementation. Such
identified Standards will not be included in determining whether there has been
a Material Failure during the implementation. In the event of a Material
Failure, Certegy shall take those steps necessary to cure that specific Material
Failure within the 1-month period following notice by CSCU to Certegy of the
Material Failure (the "Cure Period"). Except as provided for in subsection 4.3,
the test period to determine whether such cure has been accomplished shall be
the 1-month period following the Cure Period.

4.3 In addition, during any Cure Period for the Standards identified in Exhibit
"C" as either the "Cardholder Satisfaction Rating Index Goal" or the "Credit
Union Satisfaction Rating Index Goal", for satisfaction surveys conducted by
Certegy, (collectively, the "Satisfaction Rating Index Goals"), Certegy will pay
CSCU (i) $20,000 for any month in which there is a Material Failure of one
Satisfaction Rating Index Goal, and (ii) $40,000 for any month in which there is
a Material Failure of both Satisfaction Rating Index Goals. Notwithstanding
anything in this Agreement to the contrary, if Certegy is unable to cure the
applicable Satisfaction Rating Index Goal(s) after a 90-day period following the
beginning of the Cure Period, CSCU may terminate this Agreement.

4.4 Unless otherwise expressly agreed to in writing by the parties, all results
of all Standards shall be deemed "Confidential Information" of Certegy, subject
to section 8 of this Agreement.

4.5 Certegy will invest in improvements to its debit/ATM processing capability
during the Renewal Term. Certegy's goals will be:

(1) to establish effective, efficient and dependable connectivity to enable
authorizations and settlements over all major debit/ATM networks;

(2) to provide competitive solutions for CSCU Credit Union's debit and ATM card
processing needs;

(3) to have Certegy's platform connect directly to VISA for signature debit
authorizations;

(4) to settle signature debit transactions directly with VISA;

(5) to enable single point settlement;

(6) to provide a graphical user interface;

(7) to enable seven-day processing, and

(8) to enable unique authorization parameters by BIN. Backup, Disaster Recovery,
Force Majeure and System Integrity. 5.

5.1 Backup. Certegy shall provide for backup data processing in the event
Certegy's primary data processing unit becomes inoperable. Certegy will provide
off-premises secured

storage of data and program files as required by VISA and MasterCard and will
have available redundant sources of electrical power.

5.2 Disaster Recovery. In the event Certegy is prevented from performing its
obligations under this Agreement through no fault of its own, Certegy shall,
through its own facilities, suppliers of computer equipment and/or other
processors, make best efforts to assist Credit Union to obtain replacement
processing services for the Services, as promptly as is reasonably possible.
Credit Union authorizes Certegy to provide cardholder and other Confidential
Information to those vendors it contracts with to provide disaster recovery and
other back-up processing services to Certegy, in order to test and prepare for
disaster recovery as well as to perform Services in the event of a threatened or
actual disaster. Certegy shall require each vendor that is to receive
Confidential Information to sign a confidentiality agreement binding such vendor
to protect and not improperly disclose Confidential Information. Certegy has
maintained and shall continue to maintain arrangements with vendors to provide
backup processing capability and Certegy shall test the functionality and
viability of such backup processing capability twice each year.

5.3 Force Majeure. If Certegy is prevented from performing its obligations under
this Agreement due to causes beyond its control, including without limitation
strikes, riots, earthquakes, epidemics, wars, acts of terrorists, fires, power
failures, the failure or closure of a Credit Union, machine breakdowns,
computer-associated equipment outages, or any other catastrophe rendering its
data processing center wholly or partially inoperable, Certegy shall not be
liable for any loss or damage to Credit Union, Agent Credit Unions or Customers.

5.4 Annual Financial and System Review. Each year, Certegy shall provide to CSCU
a copy of the most recent annual report of its publicly held parent corporation
and a copy of the most recent third party auditors' review and report on the
design and compliance test of Certegy's card processing system (SAS 70). Upon
Credit Union's written request, Certegy shall provide these documents to Credit
Union.

6. Merchant Fees. If a Credit Union utilizes the Merchant Services provided by
Certegy, the fees referenced in Schedule "C" attached to and made a part of this
Amendment, shall apply to those services, and the following terms are added to
the Agreement:

6.1 Right to Refuse Merchants. Credit Union shall not enroll merchants for
participation in the VISA and/or MasterCard system through CSCU or Certegy, if
those merchants are within the categories of merchants designated by CSCU and/or
Certegy from time to time as "high-risk merchants". CSCU and/or Certegy shall
have the right to refuse to enroll, and may terminate the enrollment of, any
merchant if it determines, in its sole and absolute discretion, that failure to
do so would create excessive risk for CSCU and/or Certegy. Right to Refuse
Transactions. In the event that either CSCU or Certegy 6.2 determine, in their
sole discretion, that the risks related to the credit card sales transactions
("Transactions") introduced by any merchant enrolled by Credit Union are
excessive, then CSCU or Certegy may refuse to accept and process those
Transactions. CSCU or Certegy shall

promptly notify Credit Union of its refusal to accept and process Transactions
from any such merchant.

6.3 Card Association Requirements. Credit Union shall comply with all VISA
and/or MasterCard requirements for enrolling new merchants including, but not
limited to, the performance of a credit check and/or other financial background
investigation; a physical inspection of the merchant's place of business; and an
investigation to determine whether the merchant previously has been expelled
from the VISA and/or MasterCard systems by another Credit Union for fraud or
suspected fraud. Credit Union shall examine the sales drafts contained in sealed
merchant deposits before forwarding such deposits to Certegy in order to detect
possible fraud and other irregularities.

6.4 Indemnification. Notwithstanding any other provision of this Agreement,
Credit Union shall indemnify and hold harmless Certegy and CSCU, and their
respective stockholders, officers, directors, employees, agents, affiliates,
subsidiaries, successors and assigns, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgements, suits, costs,
expenses, including reasonable attorney fees including attorneys' fees in
appellate and bankruptcy proceedings, or disbursements of any kind or nature
whatsoever, which may be suffered by, imposed on, incurred by, or asserted
against Certegy, CSCU or the other indemnified parties in any way relating to,
or arising out of any merchant deposit of VISA or MasterCard credit card or
debit card sales transactions, drafts which arise from transactions from
merchants enrolled by Credit Union or an agent institution of Credit Union for
the merchant services provided pursuant to the Service Agreement, ("Sales
Transactions"), including counterfeit or fraudulent transactions, or any
chargebacks of such Sales Transactions (collectively, the "Losses"). Certegy
shall be a third-party beneficiary of this paragraph, and if Certegy brings any
lawsuit, arbitration or other action against Credit Union to enforce the
provisions of this paragraph, the prevailing party shall be entitled to recover
its reasonable attorneys' fees and costs in connection with the action including
attorneys' fees and costs in appellate and bankruptcy proceedings.

6.5 Right to Utilize Certain Funds. CSCU and/or Certegy shall have the right to
utilize any amounts payable to Credit Union as a result of Transactions in the
MasterCard and/or VISA systems in payment of, or to reimburse CSCU or Certegy
for, chargebacks or any other amounts payable by, or any other losses resulting
from the activities of, any merchants enrolled by Credit Union or an agent
institution of Credit Union. Credit Union acknowledges that Certegy is a third
party beneficiary of all rights granted to CSCU by Credit Union under this
Financial Services Agreement, and that Certegy can exercise all rights given to
it pursuant to this paragraph to, among other things, apply incoming amounts to
offset or recover amounts due on fraudulent Transactions introduced into the
MasterCard and/or VISA systems by merchants enrolled by Credit Union or an agent
institution of Credit Union. Credit Union specifically agrees that the rights of
CSCU and Certegy and the obligations of Credit Union hereunder shall survive any
termination of this Agreement.

Inspection of Records. 7.

7.1 Inspection by CSCU. On reasonable notice, during normal business hours and
on presentation of written authorization from CSCU or from a Credit Union, as
the case may be, CSCU representatives shall have the right, at CSCU's expense,
to inspect and audit information and records in Certegy" possession pertaining
to this Agreement or the Credit Union providing the authorization; provided that
any such notice shall specify the scope of the inspection or audit and Certegy
shall have the right to receive and comment on any report prepared by any
external representative engaged by CSCU in connection with any such inspection
or audit, prior to its dissemination to the Credit Unions or any other parties.

7.2 Inspection by Credit Union. On reasonable notice, during normal business
hours and on presentation of written authorization from a Credit Union, the
representatives of the Credit Union or the designated agent of the Credit Union
shall have the right, at the Credit Union's expense, to inspect and audit
information and records pertaining to that Credit Union; provided that any such
notice shall specify the scope of the inspection or audit and Certegy shall have
the right to receive and comment on any report prepared by any external
representative engaged by the Credit Union in connection with any such
inspection or audit, prior to its dissemination to the Credit Unions or any
other parties. Government Inspection. Certegy shall permit those governmental
agencies that 7.3 regulate and examine CSCU and the Credit Unions to examine
Certegy and its books and records to the same extent as if the Services were
being performed by CSCU or the Credit Unions on their own premises.

8. Confidentiality. Each of the parties to this Agreement shall hold all
information provided to it by the other party, or through its relationship with
the other party, as secret and confidential, whether in the form of reports,
plans, customer lists, data, documents, software and related products and
services, (including, without limitation, CSCU's proprietary software, the
Virtual Card Consultant), drawings, writings, samples, know-how, marketing,
strategies, business operations and business systems, and other proprietary
material ("Confidential Information"). Non-public financial information that is
personally identifiable to a customer or member of Credit Union (referenced in
the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 as "Non-public Personal Information" or
"NPI") shall be treated by Certegy as Confidential Information whether it is
received directly from Credit Union, through VISA or MasterCard or from another
third party. Certegy shall only provide NPI to CSCU at the request of Credit
Union. Confidential Information shall remain the property of the party from or
through whom it was provided. The parties shall use Confidential Information,
including NPI, only to perform under this Agreement and in the case of CSCU its
Membership Agreement with Credit Union. Each party shall use the same degree of
care to protect the other party's and Credit Union's Confidential Information as
it uses to safeguard its own and each party shall implement and maintain
procedural, physical and electronic safeguards to prevent the compromise or
unauthorized disclosure of Confidential Information. For purposes of this
section, other than in the case of NPI, Confidential Information shall not
include information that becomes available to the public through no wrongful
action of the receiving party, is already in the possession of the receiving
party and not subject to an existing agreement of confidentiality between the
parties, is received from a third

party without restriction and without breach of this Agreement, is independently
developed by the receiving party, or is disclosed pursuant to a request from a
government agency to the extent required by law. This Agreement shall in no way
be construed to grant any right, license, or authorization to either party to
use Confidential Information except as permitted in this Agreement. Each party
shall restrict access to Confidential Information to those employees and persons
in the receiving party's organization with a need to know such Confidential
Information in order to perform its obligations under this Agreement. Such
employees and persons shall be under the same obligations to hold secret and
confidential such Confidential Information. To the extent Certegy retains third
party vendors to assist it in performing its duties under this agreement, it
shall first require such vendors similarly to protect and restrict the use of
Confidential Information. The obligations of the parties hereunder shall survive
the termination of this Agreement.

Transmissions. 9.

9.1 CSCU and Credit Union Responsibility. CSCU and/or the Credit Unions, as the
case may be, shall be responsible for transmission at their expense, and shall
bear the risk of loss and damage resulting from the transmission to the data
processing center of Certegy of information and data (collectively, "Data"). In
the case of physical transmission of Data to Certegy, the responsibility for
loss and damage shall remain with CSCU and/or the Credit Unions to the point
where and until Certegy receives delivery of the Data through the U.S. mail or
by courier, and in the case of electronic transmission, until receipt is
confirmed by Certegy, at which time the risk of loss shall shift to Certegy.

9.2 Certegy Responsibility. Certegy shall bear the risk of loss and damage
resulting from the transmission of Data from the data processing center of
Certegy. In the case of physical transmission of Data from Certegy to CSCU or a
Credit Union, the responsibility for loss and damage shall remain with Certegy
to the point where and until CSCU or the Credit Union, as the case may be,
receives delivery of the Data through the U.S. mail or by courier, and in the
case of electronic transmission, until receipt is confirmed by CSCU or the
Credit Union, at which time the risk of loss shall shift to CSCU or the Credit
Union, as the case may be. Certegy's responsibility for the safekeeping and
security of plastic credit cards or blank plastic cards commences upon the
delivery of such plastics to Certegy and terminates upon delivery of plastics by
Certegy to the mail, courier or freight service designated by CSCU or the Credit
Union.

Compliance with Laws and regulations. 10.

10.1 Certegy's Compliance Obligations. Except as provided in items (i) and (ii)
of section 10.2 below, Certegy shall be responsible for providing the Services
in a manner that complies with all Federal laws, rules, and regulations as
amended or enacted from time to time applicable to the Services, including
without limitation the Truth-In-Lending and Fair Credit Billing Acts, and all
rules and regulations promulgated under those laws. 10.2 Credit Union Compliance
Obligations. Each Credit Union shall be responsible for the following:

(i) preparing its credit application forms, solicitations, and notices of credit
approval and denial as well as compliance with all Federal laws, rules, and
regulations relating to those documents, including without limitation, where
applicable to those documents, the Federal Consumer Credit Protection Act
including Truth-In-Lending, the Equal Credit Opportunity act, the Electronic
Fund Transfer Act, the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999, the U.S.A.

PATRIOT

Act, and any regulations implementing such acts;

(ii) if the Credit Union elects to prepare any other documentation or text for
use with its cardholder accounts, Credit Union shall comply with all applicable
laws, rules, and regulations applicable to such documentation or text;

(iii) complying with all state and municipal laws, rules, and regulations as
amended or enacted from time to time applicable to all documentation sent to the
Credit Union's cardholders; and

(iv) except as provided in section 10.1 above, complying with all Federal and
state laws, rules, and regulations applicable to the operation of its card
program, including without limitation state and Federal usury laws, Fair Credit
Reporting, Equal Credit Opportunity and Electronic Funds Transfer Acts and all
rules and regulations promulgated under these laws relating to the operation of
its card program, and all VISA, MasterCard and other card association rules and
regulations applicable to card issuing institutions in connection with the
operation of its card program.

10.3 Modifications to Card Program. Each Credit Union shall notify Certegy by
certified mail if it desires to amend, subject to applicable law and regulation,
any aspect of its card program which may impact Certegy's provision of the
Services to that Credit Union, including, without limitation,

(i) the annual percentage rate it charges,

(ii) the percent and dollar amount of minimum payment,

(iii) its method of finance charge calculation, and/or (iv) the annual fees of
that Credit Union's existing card program.

10.4 Debit Card Disclosures. Notwithstanding anything to the contrary in this
section 10, each Credit Union shall be solely responsible for providing any and
all required debit card disclosures and forms to its customers. Each Credit
Union shall be solely responsible for compliance with all laws, rules, and
regulations applicable to all aspects of the operations of its debit card
programs, regardless of whether that Credit Union uses any forms or other
materials supplied by Certegy.

11. Certegy Procedures. Certegy shall, from time to time, hold training sessions
at its facility and such other places as it shall designate, for new Credit
Union employees or Credit Union employees needing additional training. Each
Credit Union shall be responsible for sending its employees to Certegy training
sessions as necessary for them to be fully trained to perform their
responsibilities in connection with utilization of the Services. For each area
of responsibility to be performed by one or more employees of a Credit Union,
that Credit Union shall send at least one employee who will be performing that
responsibility to training to be trained in that responsibility. Each Credit
Union shall have full responsibility for ensuring that its employees and other
representatives comply with all procedures set forth in Certegy" training

manual or other procedural manuals and literature provided to the Credit Union
at training sessions or otherwise from time to time, including without
limitation those pertaining to verification of the accuracy of account
confirmation cards sent by Certegy to the Credit Union and monitoring of
combined warning bulletins (collectively, the "Procedures") and shall indemnify,
defend, and hold harmless Certegy, its officers and directors, and its
successors and assigns from and against any and all liabilities, claims,
damages, losses or expenses, including reasonable attorneys' fees (collectively
"Claims") that result from, arise out of, or in connection with the failure of
an employee or other representative of that Credit Union to follow the
Procedures.

12. Responsibility for Counterfeit and Fraudulent Transactions. Each Credit
Union assumes financial responsibility for all VISA and MasterCard debit and
credit card transactions charged to its cardholder accounts, including but not
limited to counterfeit transactions and fraudulent transactions, and shall
indemnify and hold harmless CSCU, Certegy, their officers and directors, and
their successors and assigns against any and all Claims that result from, arise
out of, or in connection with such transactions, unless such Claims are caused
by Certegy's negligence, willful misconduct, or failure to perform in accordance
with the terms of this Agreement.

Mediation; Arbitration. 13.

13.1 The parties shall submit any dispute arising under section 1.2 to mediation
as administered by, and subject to the rules of, the Computer Law Committee of
The Florida Bar or such other mediation group mutually agreed to by the parties,
to attempt to resolve the dispute. Each party shall be responsible for its own
costs and attorneys' fees, if any, incurred during the mediation.

13.2 If mediation under section 13.1 does not result in a full settlement of the
dispute, then any matter described in section 1.2 that is disputed shall be
submitted to arbitration and decided in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, in Tampa, Florida,
and the decision rendered by the arbitrators in connection with any such matter
shall be binding. In connection with any arbitration pursuant to this section,
the arbitrators shall have the discretion to determine whether either party is
the prevailing party and to allocate all or more than half of the responsibility
for the costs of the arbitration, plus responsibility for all or a portion of
the prevailing party's attorneys' fees, to the non-prevailing party. If no such
allocation is made, each party shall be responsible for half the costs of the
arbitration and that party's entire attorneys fees.

13.3 If either party initiates an action or proceeding at law or in equity that
should have been submitted for resolution under section(s) 13.1 or 13.2, then
the other party shall be entitled to recover from the party who initiated that
action or proceeding, its attorneys' fees and costs incurred in connection with
a motion to dismiss the action or proceeding on the grounds that it should have
been submitted for resolution under section(s) 13.1 or 13.2.

Termination. 14.

14.1 Events. This Agreement shall terminate on December 31, 2009, or on written
notice given from one party to the other after the occurrence of any one of the
following:

(i) the termination of Certegy's right or ability to perform the Services for
VISA or MasterCard accounts;

(ii) the failure of CSCU to obtain and maintain those BIN's and ICA's necessary
in order for the Credit Unions to use and share BIN's and ICA's maintained by
CSCU;

(iii) the discontinuance by either party of its performance of this Agreement
because of an order of an appropriate state or Federal court or regulatory body
to so discontinue its participation;

(iv) any affirmative act of insolvency by VISA or MasterCard or upon the filing
by VISA or MasterCard of any action under any reorganization, insolvency, or
Moratorium law, or upon the appointment of any receiver, trustee, or conservator
to take possession of the properties of VISA or MasterCard;

(v) subject to item (vi) below, the failure of either party to cure a material
breach of its obligations under this Agreement within thirty (30) days following
written notice of the breach from the other party; provided that if the breach
cannot reasonably be cured within thirty (30) days, the non-breaching party
shall not have the right to terminate this Agreement so long as the breaching
party promptly commences to cure the breach within thirty (30) days following
the notice of the breach and accomplishes the cure within ninety (90) days; or
the failure of Certegy to cure a Material Failure in accordance with section 4.
(vi)

14.2 Cooperation Following Termination. If CSCU gives Certegy written notice of
its decision to switch card processors following termination of this Agreement
for any reason, Certegy shall cooperate reasonably with CSCU to effect an
orderly transition of CSCU's operations to the new processor designated by CSCU.
In connection with the conversion of a Credit Union to another card processor,
either in connection with CSCU's decision to switch processors or otherwise,
Certegy shall (i) cooperate reasonably with the Credit Union to effect an
orderly conversion, which may include, but shall not necessarily be limited to,
performing those tasks set forth on Exhibit "D" and (ii) at the request of the
Credit Union, continue providing the Services to the Credit Union following
termination of its Credit Union Service Agreement until the conversion is
completed; provided that Certegy shall not be obligated to provide the Services
to that Credit Union beyond six (6) months following the effective date of such
termination.

14.3 Direct Processing Agreement. Following the resignation of each and every
Credit Union from CSCU, either during or following the term of this Agreement,
Certegy and that Credit Union shall have the right to contract with each other
directly, or indirectly through another association, for processing services.
Certegy shall not solicit any of the Credit Unions to

resign from CSCU and enter into a direct contract with Certegy for card
processing to commence prior to the termination of this Agreement or any
extension or renewal of this Agreement.

15. Services Provided by CSCU. CSCU shall be responsible for and assume all
liability for services it provides to the Credit Unions and which are not
required to be performed by Certegy under this Agreement.

16. Notices. Except as otherwise provided in this Agreement, any notice, demand,
or other communication required or desired to be given under this Agreement by
Certegy or CSCU or under a Credit Union Service agreement by Certegy or the
Credit Union shall be in writing and shall be deemed validly given forty-eight
(48) hours after its deposit in the first class United States mail, certified or
registered, postage prepaid, return receipt requested, or if given by other
means, upon receipt of delivery. A communication to Certegy or CSCU shall be
addressed or delivered to the appropriate party at its address set forth below:

To Certegy: Certegy Card Services, Inc.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President
with a copy to the Certegy law department in St. Petersburg
To CSCU: Card Services for Credit Unions, Inc.
▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: President

A communication to a Credit Union shall be addressed or delivered to the address
shown on that Credit Union's Credit Union Service agreement. Either party or a
Credit Union may change its address for the receipt of notices, demands, or
other communications by giving notice of the change in accordance with this
section.

17. Indemnification. Certegy shall indemnify, defend and hold harmless CSCU,
CSCU employees, its officers and directors and its successors and assigns from
and against any and all Claims that result from, arise out of, or in connection
with Certegy's failure to perform in accordance with, or any breach by Certegy
of, its obligations under this Agreement or any Credit Union Service Agreement,
or any administrative or operating procedures or guidelines agreed to in writing
by both Certegy and CSCU from time to time. Certegy and each Credit Union shall
indemnify, defend and hold harmless the other party, the other party's officers
and directors, and the other party's successors and assigns from and against any
and all Claims that result from, arise out of, or in connection with the
indemnifying party's failure to perform in accordance with, or any breach by the
indemnifying party of, its obligations under this Agreement or the Credit Union
Service Agreement. In addition, Credit Union shall indemnify and hold harmless
Certegy, its officers, directors, successors, and assigns from and against any
and all Claims resulting from, arising out of, or in connection with the
performance, or nonperformance, of any vendor as contemplated by section 1.5 of
this Agreement.

18. Limitations on Damages. In any action by either party against the other, by
a Credit Union or Certegy against the other, or by CSCU or a Credit Union
against the other, neither party shall be liable to the other for consequential,
special, or exemplary damages; provided that in any action or actions by CSCU
and one or more Credit Unions against Certegy arising out of the same general
set of circumstances, Certegy may be liable for consequential damages not to
exceed Fifty Thousand Dollars ($50,000) to CSCU or any one Credit Union and Two
Hundred Fifty Thousand Dollars ($250,000) in the aggregate.

MasterCard/Visa Requirements. 19.

19.1 Use of Trademarks.

19.1.1 Certegy shall not use any of the MasterCard trademarks and/or Visa Card
Program Marks (collectively, the "Marks") on any material in connection with the
Service unless CSCU and/or its member, as the case may be, are prominently
identified by name and city adjacent to such Marks. All such material may not
identify Certegy unless Certegy is prominently identified as an agent or
representative of CSCU and/or its members, as the case may be.

19.1.2 Certegy shall have no authority to permit use of the Marks by any of
Certegy's agents.

19.2 Solicitation Material. Any solicitation material used by Certegy shall
disclose that the subsequent cardholder and/or merchant agreements are between
CSCU's member and the individual cardholder and/or merchant.

19.3 MasterCard Member Service Provider Requirements.

19.3.1 Certegy shall fully comply with all applicable MasterCard Bylaws and
Rules and any operational regulations, procedures or guidelines established from
time to time by MasterCard (collectively, the "Rules");

19.3.2 Certegy has registered with MasterCard as a Member Service Provider
("MSP") and has submitted a signed MSP Agreement to MasterCard;

19.3.3 Certegy shall lindemnify and hold harmless MasterCard, CSCU and its
members for any failure by Certegy to comply with the Rules, as amended from
time to time;

19.3.4 Certegy shall disclose to CSCU the identity and location of all of its
sales locations and any other MSP or independent party performing part or all of
the Services;

19.3.5 If there is any inconsistency between any provisions of the Agreement and
the Rules, the Rules in each instance shall apply.

19.3.6 The Agreement is terminable by CSCU in the event of a material breach by
Certegy of a Rule applicable to the Services as provided for in section 14.1(v)
of this Agreement.

19.4 Visa and MasterCard Risk Management And Reporting Requirements. Certegy
shall report to Visa and MasterCard that information which Visa and MasterCard
reasonably require from CSCU regarding the risk management reporting
requirements of Visa and MasterCard that pertain to the individual Credit
Unions. In the event that Visa and MasterCard materially modify what information
they require, Certegy shall also provide that additional information; provided,
however, if providing that additional information will require additional
programming or otherwise cause Certegy to incur significant costs, Certegy's
obligations to provide that additional information is subject to the mutual
written Agreement of the parties.

20. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the Sate of Florida.

21. Attorneys' Fees. If either party institutes an action or proceeding at law
or in equity, to enforce any provision of this Agreement, including an action
for declaratory relief or for damages, or otherwise in connection with this
Agreement, the prevailing party shall be entitled to recover from the losing
party its reasonable attorneys' fees and costs in connection with the action or
proceeding, including attorneys' fees and costs in appellate and bankruptcy
proceedings. Similarly, the prevailing party in an action or proceeding
involving Certegy and a Credit Union in connection with a credit Union Service
Agreement or otherwise in connection with the Services shall be entitled to its
reasonable attorneys' fees and costs.

22. Exhibits and Schedules. All ▇▇▇▇▇▇▇▇ (▇, ▇-▇, ▇-▇, C and D) and Schedules
(A, B, C, E, G, J, K, and L) attached to this Agreement are incorporated into
and made a part of this Agreement by this reference.

23. This Agreement. This Agreement, together with the attached Schedules and
Exhibits, supercedes all prior agreements, understandings, or representations of
the parties on this subject matter.

24. Severability. If there is any conflict between a provision of this Agreement
and any present or future law or regulation, the provision of this Agreement
that is affected shall be curtailed only to the extent necessary to bring it
within the requirements of the law or regulation, and the remaining provisions
shall remain in effect.

25. Non-Waiver. No waiver by a party of a breach of any provision of this
Agreement or of a Credit Union Service Agreement shall constitute a waiver of
any prior or subsequent breach of the same or any other provision of this
Agreement or any Credit Union Service Agreement.

26. Amendments. This Agreement shall not be amended except in writing signed by
both parties. The parties shall cooperate in promptly delivering a copy of any
amendments to the Credit Unions. Such delivery may be accomplished by either
delivering a hard copy of any amendment to the Credit Unions or providing notice
of any amendment in a bulletin delivered to

the affected Credit Unions and making actual copies of any amendment available
in a printable format on a website that is available to affected Credit Unions
and identified in the bulletin.

27. Authority. Each party to this Agreement, and each Credit Union signing a
Credit Union Service Agreement, represents and warrants that it has the full
right, power, legal capacity, and authority to enter into and perform its
obligations under this Agreement or the Credit Union Service agreement, as the
case may be, and that those obligations shall be binding without approval of any
other person or entity. Each person signing this Agreement on behalf of a party
and each person signing a Credit Union Service Agreement on behalf of a Credit
Union represents and warrants that he has the full right, power legal capacity,
and authority to sign that agreement on behalf of that party or Credit Union.

28. Quality Control Standards. In order to maintain quality service, telephone
communications with each Credit Union may be monitored and/or recorded without
any further notice or disclosure.

29. Certegy's systems shall remain capable of processing dates using four digit
fields for the year throughout the term of this Agreement.

30. Deconversion Fees. In addition to all other amounts owed Certegy, in the
event a Credit Union transfers all or a portion of its card base to another
processor, to an acquirer of Credit Union's accounts or to Credit Union's
internal systems for any reason whatsoever, Credit Union shall pay Certegy a
Deconversion Fee equal to $1.00 per account transferred, with a minimum total
charge of $5,000.00 and a maximum total charge of $50,000.00, for Certegy's
performance of the services required to effectuate the transfer of the accounts
from Certegy's processing platform.

31. Protection Against Employee Dishonesty. Certegy shall maintain Commercial
Crime, including Employee Dishonesty, insurance coverage in the amount of at
least five million dollars ($5,000,000.00) during the Term of this Agreement and
during any subsequent renewal terms to protect against losses by CSCU or Credit
Unions resulting from dishonesty of any Certegy Employee. Certegy shall
periodically provide proof of such coverage to CSCU.

CARD SERVICES FOR

CERTEGY CARD SERVICES, INC. CREDIT UNIONS, INC.,
a Florida corporation a Florida corporation

By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------- ------------------------------------
Name ▇▇▇ ▇▇▇▇▇▇▇ Name ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title Chief Executive Officer Title Chairman

2004 RESTATED CSCU CARD PROCESSING SERVICE AGREEMENT

EXHIBIT B

CERTEGY CREDIT UNION SERVICE AGREEMENT

(CERTEGY LOGO)

CERTEGY CREDIT UNION SERVICE AGREEMENT

This Credit Union Service Agreement (this "Agreement") is made on
______________________________, 20___ by and between Certegy Card Services,
Inc., a Florida corporation ("Certegy"), and ___________________________________
___________________________________, a ________________________________________
("Credit Union"). This Agreement sets forth the terms pursuant to which Certegy
will provide cardholder and/or merchant deposit services to Credit Union in
connection with Credit Union's Visa and/or MasterCard programs, which processing
services shall commence on the date mutually agreed to by the parties (the
"Processing Commencement Date").

NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:

1. The Services. By this Agreement, Credit Union engages Certegy, and
Certegy agrees, to provide cardholder and/or merchant deposit services to Credit
Union, commencing on the Processing Commencement Date, in accordance with the
terms of this Agreement and the terms of that certain Restated CSCU Card
Processing Service Agreement, dated February 16, 1994, by and between Certegy
and Card Services for Credit Unions, Inc. ("CSCU"), as amended from time to
time. A copy of the Restated CSCU Service Agreement, as amended, is attached as
Exhibit "A" (the "CSCU Service Agreement") and is incorporated into this
Agreement by this reference. Credit Union acknowledges that it has read and
understands the terms of the CSCU Service Agreement and both parties agree to be
bound by all the terms contained in the CSCU Service Agreement as if both
parties were signatories to that Agreement.

2. Representation of CSCU Membership. Credit Union represents and warrants
that it is a member of CSCU.

3. Operating Rules and Procedures. Credit Union shall comply with and abide
by those reasonable operating rules and procedures promulgated from time to time
by CSCU, Certegy, and Visa and/or MasterCard.

4. Termination. Credit Union shall have the right to terminate this
Agreement [*] Certegy shall have the right to terminate this Agreement [*]

5. Continuation Beyond Termination of CSCU Service Agreement. Following
termination of the CSCU Service Agreement, each Credit Union shall have the
right to continue processing with Certegy on terms essentially the same as those
set forth in this Agreement; provided that the contract for continued processing
shall provide for the following:

(i) [*]

(ii) Certegy shall assist Credit Union in obtaining an individual BIN
and/or ICA as necessary; however, Credit Union shall be responsible for
costs associated with obtaining any necessary BIN and/or ICA and any
required card reissuance; and

(iii) Credit Union shall be responsible for payment of Visa and
MasterCard dues, fees, assessments, and other charges pertaining to Credit
Union's Visa and MasterCard programs.

6. Entire Agreement. This Agreement, together with Exhibit "A" attached,
constitutes the entire understanding of the parties with respect to the subject
matter of this Agreement.

7. Amendments. This Agreement shall not be amended except in writing signed
by both parties and unless CSCU shall consent in writing to such amendment;
provided, however, that any amendments to the CSCU Service Agreement made in
accordance with the CSCU Service Agreement shall be effective with respect to
Certegy and Credit Union concurrently with the effectiveness of that amendment.
Certegy and CSCU have agreed to promptly deliver to Credit Union a copy of any
amendments to the CSCU Service Agreement.

8. Notices. Any notices desired to be given in connection with this
Agreement shall be given in the manner provided for in the CSCU Service
Agreement.

(CERTEGY LOGO)

9. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.

10. Attorney's Fees. If either party institutes an action or proceeding at
law or in equity to enforce any provision of this Agreement or otherwise in
connection with this Agreement, the prevalling party shall be entitled to
recover its reasonable attorney's fees and costs.

11. Beneficiary. CSCU shall be a third-party beneficiary to this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

CERTEGY CARD SERVICES, INC. ----------------------------------------
a Florida corporation
----------------------------------------

By: By:
--------------------------------- ------------------------------------

------------------------------------- ----------------------------------------
Name and Title Name and Title

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ----------------------------------------
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Address
727/556-9000
----------------------------------------
("Certegy") City, State and Zip

----------------------------------------
Area Code and Phone No.

("Credit Union")

(CERTEGY LOGO)

2004 RESTATED CSCU CARD PROCESSING SERVICE AGREEMENT

EXHIBIT B-1

CERTEGY CREDIT UNION SERVICE AGREEMENT

(CERTEGY LOGO) CERTEGY CREDIT UNION SERVICE AGREEMENT

This Credit Union Service Agreement ("Agreement") is made as of (Month and
Day), 20(year) (the "Effective Date") by and between Certegy Card Services,
Inc., a Florida corporation, f/k/a Equifax Card Services, Inc., ("Certegy"), and
(Credit Union Name) Credit Union ("Credit Union"). This Agreement sets forth the
terms pursuant to which Certegy will provide processing services to Credit Union
for its Visa and/or MasterCard programs, and supercedes and replaces the prior
agreements between the parties.

NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:

1. Services. Credit Union engages Certegy to provide the card processing
services described in Schedule(s) i.e. A, E... (the "Schedules") to the Restated
CSCU Card Processing Service Agreement effective January 1, 2004 ("CSCU
Agreement") by and between Certegy and Card Services for Credit Unions, Inc.
("CSCU"), as restated and amended (the "Services"). Certegy exclusively will
provide the Services for all of Credit Union's (type of
portfolio...credit/debit) card accounts ("Accounts") in accordance with the
terms of the CSCU Agreement as modified by this Agreement. Credit Union
acknowledges that it has received a copy and understands the terms of the CSCU
Agreement and agrees to be bound by its terms. Capitalized terms not defined in
this Agreement shall have the meaning given to them in the CSCU Agreement, if
any.

2. Representation of CSCU Membership. Credit Union represents and warrants that
it is a member of CSCU.

3. Operating Rules and Procedures. Credit Union shall comply with and abide by
those reasonable operating rules and procedures promulgated from time to time by
CSCU, Certegy, Visa and MasterCard.

4. Termination. Credit Union shall have the right to terminate this Agreement
[*]. Certegy shall have the right to terminate this Agreement [*]

5. Continuation Beyond Termination of CSCU Agreement. Following termination or
expiration of the CSCU Agreement or termination of Credit Union's membership in
CSCU, Credit Union shall continue processing with Certegy under the terms of
this Agreement and the CSCU Service Agreement. Certegy shall assist Credit Union
in obtaining an individual or shared BIN and/or ICA as necessary at Credit
Union's expense, and Credit Union shall be responsible for any costs or fees if
cards must be reissued, and for payment of Visa and MasterCard dues, fees,
assessments, and other charges pertaining to Credit Union's Visa and/or
MasterCard programs.

6. Taxes. Credit Union shall be liable for all taxes, except Certegy's income
taxes, that Certegy must collect or pay on products and Services provided under
this Agreement.

7. Amendments. This Agreement shall only be amended by a writing signed by both
parties; provided, however, that any amendments to the CSCU Agreement made in
accordance with the CSCU Agreement shall be effective with respect to Certegy
and Credit Union concurrently with the effectiveness of that amendment. Certegy
and CSCU have agreed to promptly deliver to Credit Union a copy of any
amendments to the CSCU Agreement.

8. Notices. Any notices in connection with this Agreement shall be given in the
manner provided for in the CSCU Agreement.

9. Applicable Law. The laws of the State of Florida shall govern this Agreement.
Venue for any action brought by a party under this agreement shall be in a court
of competent jurisdiction in Pinellas County, Florida.

10. Beneficiary, CSCU shall be a third-party beneficiary to this Agreement.

11. Entire Agreement. This Agreement, together with the Schedules and the CSCU
Agreement, constitutes the entire understanding of the parties with respect to
this subject matter. In the event of a conflict between the provisions of this
Agreement and the CSCU Agreement, the provisions of this Agreement shall govern.

12. Survival. The respective rights and obligations of the parties under this
Agreement that by their nature continue beyond termination or expiration of this
Agreement, including without limitation those contained in section 9 shall
survive the termination or expiration of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement by their
undersigned duly authorized officers.

TYPE CREDIT UNION'S NAME HERE CERTEGY CARD SERVICES, INC.

By: By:
--------------------------------- ------------------------------------
Officer Signature Officer Signature

------------------------------------- ----------------------------------------
Print Name and Title Print Name and Title

------------------------------------- ----------------------------------------
Date Date

Type Number And Street 11601 Roosevelt Blvd
Type City/State/Zip ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Type Telephone ▇▇▇-▇▇▇-▇▇▇▇

2004 RESTATED CSCU CARD PROCESSING SERVICE AGREEMENT

EXHIBIT B-2

CERTEGY CREDIT UNION SERVICE AGREEMENT

(CERTEGY LOGO) CERTEGY CREDIT UNION SERVICE AGREEMENT

This Credit Union Service Agreement ("Agreement") is made as of Month and
day , 200 year (the "Effective Date") by and between Certegy Card Services,
Inc., a Florida corporation, f/k/a Equifax Card Services, Inc., ("Certegy"), and
Credit Union's Name Credit Union ("Credit Union"). This Agreement sets forth the
terms pursuant to which Certegy will provide processing services to Credit Union
for its Visa and/or MasterCard programs, and supercedes and replaces the prior
agreements between the parties.

NOW, THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree as follows:

1. Services. Credit Union engages Certegy to provide the card processing
services described in Schedule(s) i.e. A, E (the "Schedules") to the Restated
CSCU Card Processing Service Agreement effective January 1, 2004 ("CSCU
Agreement") by and between Certegy and Card Services for Credit Unions, Inc.
("CSCU"), as restated and amended (the "Services"). Certegy exclusively will
provide the Services for all of Credit Union's type of portfolio....credit/debit
card accounts ("Accounts") in accordance with the terms of the CSCU Agreement as
modified by this Agreement. Credit Union acknowledges that it has received a
copy and understands the terms of the CSCU Agreement and agrees to be bound by
its terms. Capitalized terms not defined in this Agreement shall have the
meaning given to them in the CSCU Agreement, if any.

2. Representation of CSCU Membership. Credit Union represents and warrants that
it is a member of CSCU.

3. Operating Rules and Procedures. Credit Union shall comply with and abide by
those reasonable operating rules and procedures promulgated from time to time by
CSCU, Certegy, Visa and/or MasterCard.

4. Term. This Agreement shall have an initial term of length of initial term
(written out) (length of initial term (numerical)) years beginning on the
Effective Date ("Initial Term"). After that Initial Term, the Agreement shall be
extended automatically for successive length of extention (written out) (length
of extention (numerical)) year terms ("Renewal Term(s)") (each a "Term"). [*]

5. Intentionally left blank.

6. Intentionally left blank.

7. intentionally left blank.

8. Continuation Beyond Termination of CSCU Agreement. Following termination or
expiration of the CSCU Agreement or termination of Credit Union's membership in
CSCU, Credit Union shall continue processing with Certegy under the terms of
this Agreement and the CSCU Service Agreement. Certegy shall assist Credit Union
in obtaining an individual or shared BIN and/or ICA as necessary at Credit
Union's expense and Credit Union shall be responsible for any costs or fees if
cards must be reissued, and for payment of Visa and MasterCard dues, fees,
assessments, and other charges pertaining to Credit Union's Visa and/or
MasterCard programs.

9. Compliance.

9.1 Sample Forms. As a convenience to Credit Union, Certegy may provide
samples of applicable terms and conditions of card issuance and use, required
Federal Truth-In-Lending disclosures, Regulation E and Z billing error
resolution, disclosures, and other items (collectively, "Sample Forms"). SUCH
SAMPLE FORMS ARE PROVIDED WITH NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY
WHATSOEVER, INCLUDING THEIR COMPLIANCE WITH APPLICABLE LAW OR THEIR
APPROPRIATENESS FOR USE BY CREDIT UNION. Credit Union shall be responsible to
approve all Sample

Forms for its own use. All other disclosures and forms, including card
application forms and notices of credit card approval and denial, shall be
prepared by and be the full responsibility of Credit Union. Credit Union's
license to use the Sample Forms terminates upon termination of the Agreement.

9.2 Credit Union's Responsibilities. Credit Union shall be solely
responsible for compliance with all laws, rules, fees and regulations applicable
to all aspects of the operations of its VISA and/or MasterCard programs,
including all VISA and MasterCard rules, fees and regulations, usury laws, the
Truth-In-Lending Act, Fair Credit Reporting Act, Equal Credit Opportunity Act,
Electronic Funds Transfer Act, all rules and regulations promulgated under such
Acts, and all state laws and regulations. Credit Union acknowledges that it
possesses a copy of the VISA and MasterCard bylaws, rules, and regulations or it
knows that it may receive a copy of each by requesting them in writing from VISA
and MasterCard or Certegy and paying the applicable fees.

9.3 Certegy's Responsibilities. Certegy shall provide its Services in
compliance with all VISA and MasterCard rules and all laws and regulations
applicable to it as a third-party processor.

10. Indemnification.

10.1 Credit Union shall indemnify, defend and hold harmless Certegy and its
directors, officers, employees, and agents from and against all suits, claims,
demands, actions and causes of action brought by third parties as well as all
resulting costs, attorneys' fees, damages, expenses, compensation, penalties,
and liabilities and obligations of any kind (collectively, "Claims") arising out
of or incurred in connection with: [*]

10.2 Certegy shall indemnify, defend and hold harmless Credit Union and its
directors, officers, employees, and agents from and against all Claims arising
out of: [*]

10.3 The obligation to provide indemnification under this section is
contingent upon: (i) the indemnified party promptly notifying the indemnifying
party in writing of any Claim; (ii) the indemnifying party having sole control
over the defense and settlement of the Claim; (iii) the indemnified party
reasonably cooperating during defense and settlement efforts; and (iv) the Claim
not arising, in whole or in part, out of the actions or omissions of the
indemnified party.

11. Confidentiality.

11.1 Confidential Information Defined. All of a party's business and
customer information, whether in the form of reports, plans, customer lists,
data, documents, drawings, writings, samples, know-how, marketing strategies,
business operations and business systems, or other proprietary material, shall
be considered "Confidential Information." In addition, the Schedules shall be
Certegy's Confidential Information. Non-public financial information that is
personally identifiable to a customer or member of Credit Union (referenced in
the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act of 1999 as "Non-public Personal Information" or
"NPI") shall be treated as Confidential Information whether it is received
directly from Credit Union, through VISA or MasterCard or from another third
party. For purposes of this section, Confidential Information shall not include
information that becomes available to the public through no wrongful action of
the receiving party, is already in the possession of the receiving party and not
subject to an existing agreement of confidentiality between the parties, is
received from a third party without restriction and without breach of this
Agreement, is independently developed by the receiving party, or is disclosed
pursuant to a requirement or request from a government agency.

11.2 Protecting Confidential Information. The parties shall not use or
disclose Confidential Information other than as required to perform their
obligations under this Agreement. Each party shall use the same degree of care
to protect the other party's Confidential Information as it uses to safeguard
its own, and shall establish procedural, physical and electronic safeguards to
prevent the compromise or unauthorized disclosure of Confidential Information.
Each party shall restrict access to Confidential Information to those employees
and persons in the receiving party's organization with a need to know such
Confidential Information in order to perform their obligations under this
Agreement. Such employees and persons shall be under the same obligations as the
parties regarding such Confidential Information. To the extent Certegy retains
third party vendors to assist it in performing its duties under this Agreement,
it shall first require such vendor similarly to protect and restrict the use of
Confidential Information. Notwithstanding the foregoing, the parties shall be
free to disclose the tax treatment or tax structure of any transaction under
this Agreement. Confidential Information shall remain the property of the party
from or through whom it was provided. The obligations of the parties hereunder
shall survive the termination of this Agreement.

12. Annual Financial Review. Each year at Credit Union's written request Certegy
shall provide to Credit Union a copy of the most recent annual report of its
publicly held parent corporation and a copy of the most recent third party
auditors' review and report on the design and compliance test of Certegy's card
processing system (SAS 70).

13. Inspections and Audits.

13.1 Inspection by Credit Union. On reasonable notice and on presentation
of written authorization from Credit Union, Credit Union's representatives shall
have the right, during normal business hours and at Credit Union's expense, to
inspect and audit information and records in Certegy's possession pertaining to
this Agreement; provided that: (i) any such notice shall specify the scope of
the inspection or audit; and (ii) Certegy shall have the right to receive and
comment on any report prepared by any external representative engaged by Credit
Union in connection with any such inspection or audit prior to its dissemination
to Credit Union or any other parties.

13.2. Government Inspection. Certegy shall permit those governmental
agencies that regulate and examine Credit Union to examine Certegy and its books
and records to the same extent as if the Services were being performed by Credit
Union on its own premises.

14. Early Termination [*]

14.1 Early Termination by Certegy. Certegy may terminate this Agreement by
providing written notice ("Certegy Termination Notice") after the occurrence of
any one of the events listed below:

[*]

14.2 Early Termination by Credit Union. Credit Union may terminate this
Agreement by providing written notice ("Credit Union Termination Notice") after
the occurrence of any one of the events listed below:

[*]

14.3 [*]

(i) a termination of this Agreement upon a Certegy Termination Notice
following an event specified in section 14.1(i), (ii), (iii), (iv), (v) or
(vii); or

(ii) a Credit Union Termination Notice for any reason whatsoever,
other than (a) [*] or (b) following an event specified in section 14.2 of this
Agreement.

[*]

15. Taxes. Credit Union shall be liable for all taxes, except Certegy's income
taxes that Certegy must collect or pay on products and Services provided under
this Agreement.

16. Amendments. This Agreement shall only be amended by a writing signed by both
parties; provided, however, that any amendments to the CSCU Agreement made in
accordance with the CSCU Agreement shall be effective with respect to Certegy
and Credit Union concurrently with the effectiveness of that amendment. Certegy
and CSCU have agreed to promptly deliver to Credit Union a copy of any
amendments to the CSCU Agreement.

17. Notices. Any notices in connection with this Agreement shall be given in the
manner provided for in the CSCU Agreement.

18. Applicable Law. The laws of the State of Florida shall govern this
Agreement. Venue for any action brought by a party under this agreement shall be
in a court of competent jurisdiction in Pinellas County, Florida.

19. Beneficiary. CSCU shall be a third-party beneficiary to this Agreement.

20. Entire Agreement. This Agreement, together with the Schedules and the CSCU
Agreement constitutes the entire understanding of the parties with respect to
this subject matter. In the event of a conflict between the provisions of this
Agreement and the CSCU Agreement, the provisions of this Agreement shall govern.

21. Survival. The respective rights and obligations of the parties under this
Agreement that by their nature continue beyond termination or expiration of this
Agreement, including without limitation those contained in sections 10, 11, 14.3
and 18, shall survive the termination or expiration of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement by their
undersigned duly authorized officers.

TYPE CREDIT UNION'S NAME HERE CERTEGY CARD SERVICES, INC.

By: BY:
---------------------------------- -------------------------------------
Officer Signature Officer Signature

------------------------------------- ----------------------------------------
Print Name and Title Print Name and Title

------------------------------------- ----------------------------------------
Date Date

Type Number And Street ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇/▇▇▇▇▇/▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Type Telephone ▇▇▇-▇▇▇-▇▇▇▇

EXHIBIT "C"

2004 RESTATED CSCU CARD PROCESSING SERVICE AGREEMENT

QUALITY CONTROL STANDARDS

CERTEGY
DECEMBER 2003

(CERTEGY LOGO)

Certegy Card Services, Inc.
Card Services For Credit Unions, Inc
2004 Restated CSCU Card Processing Service Agreement
Exhibit "C"
Quality Control Standards
Effective March 1, 2004

SERVICE AREA CSP # 1

Customer Service Phone

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Service Level Index [*] [*]

DEFINITION

[*]

SERVICE AREA CSP # 2

Customer Service Phone

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Cardholder Satisfaction [*] [*]

DEFINITION

[*] This standard applies solely to Certegy's Telephone Customer Service
Department. Certegy shall perform monthly surveys, using the appropriate sample
size to be statistically valid. The satisfaction ratings shall be indexed to a
100 point scale, in which 100 is the highest rating on the scale. This standard
shall be based on a three months rolling average of monthly indexes. [*]

SERVICE AREA CSP # 3

Customer Service Phone

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Card Activation System Availability [*] [*]

DEFINITION

[*] This standard covers both credit and debit card activation.

SERVICE AREA CSP # 4

Customer Service Phone

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

VRU System Availability [*] [*]

DEFINITION

[*]

SERVICE AREA
CSP # 5
Customer Service Phone

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Scorecard Fulfillment [*] [*]

DEFINITION

[*]

SERVICE AREA L/S # 1

Lost Stolen

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Service Level Index [*] [*]

DEFINITION

[*]

SERVICE AREA L/S # 2

Lost Stolen

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Post Stolen Notification [*] [*]

DEFINITION

[*]

SERVICE AREA CSW # 1

Customer Service Written

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Phone Inquiry Response [*] [*]

DEFINITION

[*]

SERVICE AREA CSW # 2

Customer Service Written

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Institution / Cardholder Notification [*] [*]

DEFINITION

Incoming items are date stamped and tracked from date received. [*]

SERVICE AREA CSW # 3

Customer Service Written

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Dispute Accuracy Rate [*] [*]

DEFINITION

Resolved files are selected daily at random from a rep by an internal Auditor.
The Auditor validates the processing of the file and documents the number of
errors.

Calculation:

Total achieved points divided by the total possible points = overall percentage
accurate

SERVICE AREA FRD # 1

Fraud

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Fraud files Closed [*] [*] [*]

DEFINITION

[*] This calculation will reflect the true age of the case and it's
transactions, not based on the last monetary adjustment of a single transaction.

SERVICE AREA MER # 1

Merchant

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Calls Not Experiencing Busy [*] [*]

DEFINITION

[*]

SERVICE AREA CISSU # 1

Card Issuance

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

New Accounts Timeliness I [*] [*]

DEFINITION

[*]

SERVICE AREA CISSU # 2

Card Issuance

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

New Accounts Timeliness II [*] [*]

DEFINITION

[*]

SERVICE AREA CISSU # 3

Card Issuance

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Reissue Mailing and File Processing [*] [*]

DEFINITION

[*]

SERVICE AREA CISSU # 4

Card Issuance

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Reissue Cards Mailed [*] [*] [*]

DEFINITION

[*]

SERVICE AREA PMAIL # 1

Production Mail

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Statement Mailing [*] [*]

DEFINITION

[*]

SERVICE AREA PMAIL # 2

Production Mail

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Accuracy Rate -- Statements Mailed [*] [*]

DEFINITION

Based on the number of cardholder statements mailed, [*]

SERVICE AREA PMT # 1

Payment Processing

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Processing of Payments Same Day [*] [*]

DEFINITION

[*]

SERVICE AREA PMT # 2

Payment Processing

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Processing of Payments Next Day [*] [*]

DEFINITION

[*]

SERVICE AREA PMT # 3

Payment Processing

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Accuracy Rate -- Payments [*] [*]

DEFINITION

[*]

SERVICE AREA PMT # 4

Payment Processing

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Exceptions Processed [*] [*] [*]

DEFINITION

[*]

SERVICE AREA PMT # 5

Payment Processing

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Exceptions Processed [*] [*] [*]

DEFINITION

[*]

SERVICE AREA D/E # 1

Data Entry

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Timeliness of Monetary Processing [*] [*]

DEFINITION

[*]

SERVICE AREA D/E # 2

Data Entry

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Accuracy Rate of Monetary Processing [*] [*]

DEFINITION

[*]

SERVICE AREA ERPT # 1

E-Reports

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Daily Reports [*] [*]

DEFINITION

[*]

SERVICE AREA ERPT # 2

E-Reports

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Executive Reports [*] [*]

DEFINITION

[*]

SERVICE AREA DST # 1

Distribution

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Monthly Archived Reports [*] [*]

DEFINITION

[*]

SERVICE AREA CDS # 1

Card Source

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

CCS Responds To Institutions [*] [*] [*]

DEFINITION

Certegy will respond to Credit Union [*]

SERVICE AREA REL # 1

Relations

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Incoming Calls Returned [*] [*] [*]

DEFINITION

[*]

SERVICE AREA REL # 2

Relations

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Incoming Calls Returned [*] [*] [*]

DEFINITION

[*]

SERVICE AREA REL # 3

Relations

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Research Inquiry Resolved [*] [*] [*]

DEFINITION

[*]

SERVICE AREA REL # 4

Relations

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Research Inquiry Resolved [*] [*] [*]

DEFINITION

[*]

SERVICE AREA REL # 5

Relations

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Client Satisfaction [*] [*]

DEFINITION

[*] This standard applies solely to Certegy's Credit Union Relations Department
- Credit. Certegy shall perform monthly surveys, using the appropriate sample
size to be statistically valid. The satisfaction ratings shall be indexed to a
100 point scale, in which 100 is the highest rating on the scale. This standard
shall be based on a three months rolling average of monthly indexes. [*]

SERVICE AREA DEBIT # 1

Debit Relations

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Client Satisfaction [*] [*]

DEFINITION

[*] This standard applies solely to Certegy's Credit Union Relations Departmet -
Debit. Certegy shall perform monthly surveys, using the appropriate sample size
to be statistically valid. The satisfaction ratings shall be indexed to a 100
point scale, in which 100 is the highest rating on the scale. This standard
shall be based on a three months rolling average of monthly indexes. [*]

SERVICE AREA CERT # 1

Certegy Overall

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Client Satisfaction [*] [*]

DEFINITION

[*] This standard applies solely to Certegy's Credit & Debit overall
satisfaction rating. Certegy shall perform monthly surveys, using the
appropriate sample size to be statistically valid. The satisfaction ratings
shall be indexed to a 100 point scale, in which 100 is the highest rating on the
scale. This standard shall be based on a three months rolling average of monthly
indexes. [*]

SERVICE AREA SYSAD # 1

System Administration

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Timeliness - Parameter File CHGS [*] [*]

DEFINITION

[*]

SERVICE AREA SYSAD # 2

System Administration

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Accuracy Rate - Parameter File CHGS [*] [*]

DEFINITION

System Administration will track the number of Parameter File Change errors on a
monthly basis. An error is defined as correct information provided by the
institution and implemented incorrectly by Certegy. A parameter file change is
defined as any record change to a plan. The standard will be calculated by
converting the total number of errors / total number of parameter changes to a
percentage.

SERVICE AREA TECH # 1

Technology

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Credit Card Authorization System [*] [*]

DEFINITION

[*]

SERVICE AREA TECH # 2

Technology

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Pass Thru Authorization System [*] [*]

DEFINITION

[*]

SERVICE AREA TECH # 3

Technology

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Debit Central Transaction Files [*] [*]

DEFINITION

[*]

SERVICE AREA TECH # 4

Technology

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

TBS Online System Availability [*] [*]

DEFINITION

[*]

SERVICE AREA TECH # 5

Technology

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Collection Online System Availability [*] [*]

DEFINITION

[*]

SERVICE AREA TECH # 6

Technology

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

CardSource Transmission Outbound Availability [*] [*]

DEFINITION

[*]

SERVICE AREA TECH # 7

Technology

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

CardSource Transmissions Inbound Availability [*] [*]

DEFINITION

[*]

SERVICE AREA TECH # 8

Technology

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

ScoreCard Website Availability [*] [*]

DEFINITION

[*]

SERVICE AREA TECH # 9

Technology

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

ezCardinfo Website Availability [*] [*]

DEFINITION

[*]

SERVICE AREA TECH # 10

Technology

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

nyccinfo Website Availability [*] [*]

DEFINITION

[*]

SERVICE AREA TECH # 11

Technology

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

EFD Switch Availability [*] [*]

DEFINITION

[*]

SERVICE AREA TECH # 12

Technology

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Verified by Visa Website Availability [*] [*]

DEFINITION

[*]

SERVICE AREA TECH # 13

Technology

NAME OF STANDARD STANDARD MATERIAL
---------------- -------- --------

Payment Files Processed [*] [*]

DEFINITION

[*]

CERTEGY CARD SERVICES, INC.

CARD SERVICES FOR CREDIT UNIONS, INC.

EXHIBIT D

CONVERSION ITEMS

(CERTEGY LOGO)

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
EXHIBIT D
CONVERSION ITEMS

CONVERSION ITEMS

The timing and method of handling the following items would be mutually
agreed on in a pre-conversion meeting:

- Provide the Credit Union(s) a Customer Service contact and a Security
contact

- Provide a referral phone number to the Credit Union's(s') cardholders
for post-conversion

- Discontinue processing customer inquiries, retrievals, misapplied
payments, and chargebacks

- Send open files and new inquiries to address provided by CSCU or
Credit Union(s)

- Once the conversion is complete, continue to handle misapplied
payments research only, for errors in processing caused at Certegy

- Maintain statused accounts as necessary in the CWB after conversion

- Status accounts through the weekend of conversion if necessary

- Credit Union to provide copy of BIN/ICA Switch confirmations to
Certegy

- Determine method for providing residual activity information

- Determine if CSCU or the Credit Union(s) will supply remittance
envelopes to be stuffed in final statements

- Determine the last day new accounts will be added

- Determine the last day file maintenance will be done

- Post conversion items will continue to settle in the normal process

- Determine where the post conversion reports should be sent

- Determine last day authorizations will be given

- Determine what tapes will be generated for the conversion date

- Make arrangements for the delivery of conversion tapes

- Provide Certegy phone number to call in case of any problems the
weekend of conversion

- Attempt to answer all post-conversion questions

Exhibit D

CERTEGY CARD SERVICES, INC.

CARD SERVICES FOR CREDIT UNIONS, INC.

SCHEDULE A

FULL SERVICE CREDIT CARD SERVICES AND FEES

EFFECTIVE MARCH 1, 2004

(CERTEGY LOGO)

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE A
FULL SERVICE CREDIT CARD SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

The Following Fees Apply To Each Credit Union Separately (i.e., Not
Cumulative).

FEES SETTLED DAILY.

1. ASSOCIATION.

CERTEGY SETTLEMENT FEE. Credit Union shall pay to Certegy the following
fees, which shall be referred to as a "Certegy Settlement Fee" unless
Credit Union performs its own customer service as a self-administered
function, in which event the Certegy Settlement Fee shall not apply. The
Certegy Settlement Fee will apply to each incoming and local to local sales
purchase, return and cash advance and is based on Credit Union's account
base as follows:

[*]

* Fee adjustments for account base levels will be made monthly to be
effective the beginning of the second month following the month being
evaluated. For example, fees that correspond to the actual account base
numbers for January will go into effect on March 1.

2. CREDIT UNION.

2.1 TRANSACTION POSTING FEE FOR "FULL SERVICE" CREDIT UNIONS.

Includes charges applicable to sales purchases, returns and cash
advances of "Full Service" Credit Unions, as well as any lockbox
payments processed by Certegy. A "Full Service" credit union is
defined as one in which the customer service function is performed by
Certegy.

[*]

Schedule A Page 1 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE A
FULL SERVICE CREDIT CARD SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

2.2. ANNUAL, LATE AND OVERLIMIT FEES, MEMBER PAY INSURANCE AND MEMBER [*]
PAY CARD ENHANCEMENTS.

2.3. PAYMENT RECEIPT - CERTEGY PERFORMS.

Certegy performs customer service.

a. ACH - per payment posted [*]

b. Remote Entry - per payment entered [*]

MONTHLY FEES.

3. PLASTICS. (excluding postage/delivery)

3.1. EMBOSSING. Fee per card, includes: [*]

a. Embossing and encoding of plastic

b. Card Carrier

c. Envelope

d. Inserting

* Plus cost of plastic

3.2. PIN GENERATION-REGULAR (EXCLUDING POSTAGE/DELIVERY). [*]

Includes: [*]

a. Generation of Personal Identification Number ("PIN")

b. PIN Mailer

3.3. IVR PIN CUSTOMIZATION.

Includes: IVR call [*]

3.4. RETURNED PLASTICS (EXCLUDING POSTAGE/DELIVERY). [*]

Includes:

a. Handling of return mail

b. Sending mailer, plastic and returned envelope to Credit Union
via certified mail.

3.5. SPECIAL REQUESTS (EXCLUDING POSTAGE/DELIVERY). [*]

Includes:

a. All items listed under "Embossing"

b. Receipt and handling of request

c. Walk through of plastic to insure 24 hour turnaround on
normal business days.

Schedule A Page 2 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE A
FULL SERVICE CREDIT CARD SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

3.6. CARD ACTIVATION (OPTIONAL SERVICE). The following fee schedule will
apply per credit card account issued, reissued or converted to
Certegy, whether the card is activated, activation is declined or no
activation attempt is made at all:

[*]

4. MASTERFILE MAINTENANCE

4.1. NEW ACCOUNTS. Per new account fee, includes:

a. Off-Line [*]

(i) Data capture of all new account information from new
account form [*]

(ii) Visual verification of all data entered to insure
accuracy [*]

b. On-Line - Data capture of all new account information [*]

c. CardSource(TM) (not applicable for Self-Administered Credit
Unions) [*]

Includes: Data capture and down-loading of all new accounts to
permanent file. [*]

4.2. FILE CHANGES. Per occurrence fee includes:

a. Off-Line [*]

(i) Data capture of all changes to the cardholder accounts
from master file change forms [*]

(ii) Visual verification to insure accuracy [*]

b. On-Line - Data capture of all changes to the cardholder
accounts [*]

c. CardSource(TM) (not applicable for Self-Administered
Functions) [*]

Includes: Data capture and down-loading of all file changes to
permanent file. [*]

4.3. RECORD RETENTION.

No originals of credit card paper shall be retained by Certegy.
Computer storage during all or any portion of a month of each credit
card account issued by Credit Union (including charged-off accounts)
that appears on Credit Union's master file maintained by Certegy as
well as capturing all transactions and reports by either imaging,
microfilm or microfiche as determined by Certegy in its sole
discretion and retaining for the time period that is required by Visa
and MasterCard.

5. CUSTOMER SERVICE. [*]

5.1. TOLL-FREE CUSTOMER SERVICE ACCESS.

Provides for printing of toll-free number on Credit Union's billing
statement and access to Customer Service via that toll-free number.
This fee applies to all accounts on file.

Schedule A Page 3 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE A
FULL SERVICE CREDIT CARD SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

5.2 HIGH-VOLUME CARD CUSTOMER SERVICE FEE. This fee will apply to
after hours customer service for any program targeted to a
customer segment that generates a high volume of customer service
calls (i.e. secured cards, sub-prime or any high fee/low credit
line program). [*]

5.3 PREMIUM CUSTOMER SERVICE.

[*]

5.4 VIP CUSTOMER SERVICE.

Includes: All services in Premium Customer Service; PIN and additional
plastics requests; customer fee reversal; account closure;
authorization deletes; 60 second ASA; daily Credit Union contact;
designated point-of-contact for written customer service; overnight
mail; weekly report; monthly service review, and tiered pricing driven
by size of account base. Requires separate agreement.

5.5 SPECIAL CHANGES. (Those taken by phone requiring immediate [*]
attention) Includes:

a. All items under "file changes"

b. "Walk through" of change to insure immediate input

c. Temporary credit increases [*]

6. COMPUTER PRINTOUTS. [*]

6.1. NOTICES. Includes:

a. Printing of Notice [*]

b. All forms [*]

c. Post Mailers [*]

d. On Request Letters [*]

6.2. REPORTS. (Paper) Includes:

a. Cardholder journal

b. Cardholder posting journal

c. Cardholder posting summary

* per Credit Union

7. CREDIT CARD AUTHORIZATION FEE. Fee applies to each Authorization Request

[*]

8. LOST/STOLEN CARD STATUSING. Includes: Certegy taking call and statusing
account [*]

Schedule A Page 4 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE A
FULL SERVICE CREDIT CARD SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

9. CARDSOURCE(TM) MAINTENANCE FEE. [*]
(not applicable for Self-Administered Credit Unions) Includes:

a. On-going software maintenance

b. New software releases

c. Daily customer support

10. PREMIER STATEMENT PREPARATION. Includes:

a. Preparation of cardholder statements monthly

b. All forms and envelopes for statements

c. Inserting and handling of statements

[*]

d. Customization fee (including addition of logos) [*]

11. SPECIAL INSERTS FOR STATEMENTS. Fee is per insert and includes physical [*]
stuffing of promotional pieces with the monthly statement.

12. MESSAGES FOR STATEMENTS. Includes automatic messages for all Credit [*]
Unions as well as customized messages.

13. EXTENDED ON-LINE STATEMENT HISTORY. Provides on-line statement history
viewing. Fee is per account per month.

[*]

14. ON-LINE COLLECTION SYSTEM.

14.1 MONTHLY SERVICE CHARGE. Provides Interface with Collection [*]
Management System

14.2 RECORD RETENTION. Fee is per account per month on the Collection [*]
Management System (Credit Union Parameter Driven)

Schedule A Page 5 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE A
FULL SERVICE CREDIT CARD SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

14.3 PER ACCOUNT ACCESS FEE. Per inquiry into the On-Line Collection [*]
System

14.4 ON-LINE COLLECTION SYSTEM LETTERS. Fee is per letter, excluding [*]
postage/delivery, and includes:

a. Standard Letter Services

b. Custom Letter Services

c. Printing of Letters

d. All Forms

15. VERIFIED BY VISA AND/OR MASTERCARD SECURECODE.

Includes hosting of enrollment and authentication services, and front
line customer service

a. Visa issuer credit program monthly per bank fee [*]

b. MasterCard issuer credit program fee [*]

c. Enrolled account hosting and maintenance (per account per month)

[*]

d. Authentication request (per request) [*]

16. READI REVIEW. (Optional Service) Separate Agreement Required
Readi--Review(SM) Plus enables the Financial Institution to manage credit
risk and opportunity within the card portfolio by assigning a Beacon Risk
Score and a Credit Grade score to existing card accounts. This information
helps Financial Institution evaluate and predict future credit performance
and predict the likelihood of bankruptcy, charge-off, loan default or
serious delinquency. Readi--Review(SM) Plus is available in two options.
The Full Portfolio Review analyzes all accounts to determine which accounts
meet requirements for additional products, services or credit line changes.
The Reissue Review works with other pre-determined reissue criteria to
provide a complete picture before the plastic is reissued. Either option --
Full or Reissue -- provides critical information to manage opportunities
and risks within a portfolio.

17. E-REPORTS.

[*]

18. CREDIT BUREAU REPORTING. Includes creating tape and forwarding to the [*]
Credit Bureaus designated by Credit Union.

* Per month per Credit Bureau per prefix.

Schedule A Page 6 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE A
FULL SERVICE CREDIT CARD SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

19. [*]

SPECIAL.

20. CardSource(R) SET-UP/LICENSING FEE. Includes: [*]

a. Licensing of Certegy proprietary software

b. Initial site create

21. [*]

22. ONE-TIME ON-LINE TERMINAL AND COMMUNICATIONS SET UP FEE. [*]
(at Credit Union's request)

* Plus out-of-pocket expenses (airfare, accommodations, meals, etc.) to
be absorbed by Credit Union.

ON-SITE TRAINING FOR CUSTOMER SERVICE. (at Credit Union's request) [*]

* Fee plus out-of-pocket expenses (airfare, accommodations, meals, etc.
to be absorbed by Credit Union.)

24. AUDIT CONFIRMATIONS. (excluding postage) Includes:

a. Preparing and mailing audit confirmations upon written request [*]

b. Per account confirmation [*]

* Per Credit Union per audit request

25. STANDARD TAPE. [*]

26. NAME/ADDRESS LABELS. [*]

27. AD HOC REPORTING. [*]

28. OTHER SPECIAL SERVICES. [*]

Schedule A Page 7 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE A
FULL SERVICE CREDIT CARD SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

PASS THROUGH FEES. (Note: Pass through fee items are not included in monthly
minimum totals.) All fees and fee increases incurred by Certegy for the items
listed below, as may be amended from time to time, shall be passed on to Credit
Union.

29. COMPUTER REPORTS -- MICROFICHE*. Includes:

a. Cardholder Package, including cardholder settlement and [*]
statistical data as well as statement information

b. Business Card Package [*]

* Per month per Credit Union BIN/ICA, additional copies at $0.25 each

30. COURIER. Includes:

All cost of courier for delivery of media or reports to and from Credit
Union. [*]

If U.S. Mail is used, all postage costs are borne by Credit Union.

31. POSTAGE. Includes all first class postage associated with mailing of [*]
plastics, statements, notices or other mailings requested by Credit
Union.

32. POSTAGE PRE-SORT REBATE. (qualifying items) [*]

This is a rebate to Credit Union for current first class mail rate for
qualifying statements, as identified by Certegy.

33. ELECTRONIC WARNING BULLETIN LISTINGS. Includes: [*]

a. Visa/MasterCard charge for listing on the Electronic Warning
Bulletin.

b. Charges for listing in the printed warning bulletin for regions
outside the U.S.

34. "CALL ME" TRANSACTIONS. Includes the additional authorization referral [*]
calls on questionable sales as requested by non-Certegy card issuers
for which a fee is paid by the non-Certegy card issuer.

35. OTHER MASTERCARD AND VISA FEES, ASSESSMENTS AND OTHER SERVICES. Credit [*]
Union shall be responsible for all MasterCard and VISA fees, dues and
assessments related to the cardholder services provided to the card
issuing members (e.g., "Please Call Fees").

36. CARDSOURCE(R) MONTHLY TELEPHONE COSTS. Includes receiving and transmitting
data. [*]

37. ULTRAGRAPHICS LOGO SETUP FEE FOR PLASTIC EMBOSSING. [*]

a. Camera Ready Artwork [*]

b. Non-camera ready artwork [*]

38. RETRIEVALS FROM MASTERCARD OR VISA OR LOCAL TO LOCAL.

Both MasterCard and VISA rules require the processor to provide copies
of original and microfilm transactions. Certegy's fees for performing
those tasks will be in conformance with its published schedule, which
is currently,

Standard Electronic/
Original Copy Facsimile
-------- ---- -----------

VISA [*] [*] [*]
Mastercard

Schedule A Page 8 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE A
FULL SERVICE CREDIT CARD SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

OPTIONAL SERVICES

39. CARDSOURCE(R) COLLECTIONS MODULE.

a. One time set-up fee [*]

b. Monthly maintenance fee [*]

40. SPECIAL PROGRAMMING (PER HOUR RATE). [*]

41. ▇▇▇▇▇▇▇▇▇▇.▇▇▇.

eZCardInfo is a service that provides cardholders access to their
credit card information via the Internet. Cardholder functionality
includes the ability to view account balance, transaction and
historical statement information and to pay their monthly credit card
invoice on-line

[*]

Schedule A Page 9 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE A
FULL SERVICE CREDIT CARD SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

42. MANUALS/ CD - ROM. [*]

43. INTERFACE TO THIRD PARTY PROCESSORS

Providing a daily transmission of cardholder data to the institution or the
institution's authorized processor.

43.1 SIGN-UP FEE.

a. Direct Connection to Certegy [*]

b. Connection through processor [*]

43.2 MONTHLY MAINTENANCE FEE.

a. Direct Connection to Certegy [*]

b. Connection through processor [*]

43.3 TRANSACTION FEE.

Assessed on each posted transaction

[*]

44. FRAME RELAY [*]

45. NEURAL NETWORKS [*]

a. Falcon

b. ▇▇▇▇

Schedule A Page 10 of 10

CERTEGY CARD SERVICES, INC.

CARD SERVICES FOR CREDIT UNIONS, INC.

SCHEDULE B

SELF-ADMINISTERED CREDIT CARD PROGRAM FEES

EFFECTIVE MARCH 1, 2004

(CERTEGY LOGO)

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE B
SELF-ADMINISTERED CREDIT CARD PROGRAM FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY
(I.E., NOT CUMULATIVE).

1. FEES SETTLED DAILY.

1.1 ANNUAL. LATE AND OVERLIMIT FEES. MEMBER PAY INSURANCE AND MEMBER
PAY CARD ENHANCEMENTS. [*]

1.2 PAYMENT RECEIPT - CERTEGY PERFORMS. Certegy performs customer service.

a. ACH [*]

b. Remote Entry [*]

2. SELF-ADMINISTERED FEES.

2.1 TRANSACTION POSTING FEE - "SELF-ADMINISTERED" CREDIT UNIONS. Includes
charge applicable to sales purchases, returns and cash advances for
"Self-Administered" Credit Unions (i.e., Credit Unions which perform
certain credit card processing services themselves, such as Customer
Service, as designated by Certegy.)

[*]

2.2 PAYMENTS. Self-Administered Credit Union receives and enters
payments.

Certegy posts those payments to a cardholder account. [*]

2.3 LOCKBOX PAYMENTS. Certegy processes lockbox payments.

[*]

Schedule B Page 1 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE B
SELF-ADMINISTERED CREDIT CARD PROGRAM FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY
(I.E., NOT CUMULATIVE).

MONTHLY FEES

3. PLASTICS. (excluding postage/delivery)

3.1 EMBOSSING. Includes: [*]

a. Embossing and encoding of plastic

b. Card Carrier

c. Envelope

d. Inserting

* Plus cost of plastic

3.2 PIN GENERATION-REGULAR (EXCLUDING POSTAGE/DELIVERY). Includes: [*]

a. Generation of Personal Identification Number ("PIN")

b. PIN Mailer

3.3 IVR PIN CUSTOMIZATION.

Includes IVR call [*]

3.4 RETURNED PLASTICS (EXCLUDING POSTAGE/DELIVERY). Includes: [*]

a. Handling of return mail

b. Sending mailer, plastic and returned envelope to Credit Union
via certified mail.

3.5 SPECIAL REQUESTS (EXCLUDING POSTAGE/DELIVERY). Includes: [*]

a. All items listed under "Embossing"

b. Receipt and handling of request

c. Walk through of plastic to insure 24 hour turnaround on normal
business days.

3.6 CARD ACTIVATION (OPTIONAL SERVICE). The following fee schedule will
apply per credit card account issued, reissued or converted to
Certegy, whether the card is activated, activation is declined or no
activation attempt is made at all:

[*]

Schedule B Page 2 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE B
SELF-ADMINISTERED CREDIT CARD PROGRAM FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY
(I.E., NOT CUMULATIVE).

4. MASTER FILE MAINTENANCE.

4.1 NEW ACCOUNTS. Includes:

a. Off-Line [*]

(i) Data capture of all new account information from new account
form

(ii) Visual verification of all data entered to insure accuracy

b. On-Line - Data capture of all new account information [*]

4.2 FILE CHANGES. Includes:

a. Off-Line [*]

(i) Data capture of all changes to the cardholder accounts from
master file change forms

(ii) Visual verification to insure accuracy

b. On-Line - Data capture of all changes to the cardholder
accounts [*]

4.3 RECORD RETENTION. No originals of credit card paper shall be [*]
retained by Certegy. Computer storage during all or any portion of
a month of each credit card account issued by Credit Union
(including charged-off accounts) that appears on Credit Unions
master file maintained by Certegy as well as capturing all
transactions and reports by either imaging, microfilm or
microfiche as determined by Certegy in its sole discretion and
retaining for the time period that is required by Visa and
MasterCard.

4.4 SPECIAL CHANGES. (Those taken by phone requiring immediate
attention) Includes: [*]

a. All items under "file changes"

b. Walk through of change to insure immediate input

c. Temporary credit increases

5. COMPUTER PRINTOUTS.

5.1 NOTICES. Includes: [*]

a. Printing of Notice

b. All forms

5.2 REPORTS. (Per month per Credit Union BIN/ICA): [*]
Includes Cardholder package

Schedule B Page 3 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE B
SELF-ADMINISTERED CREDIT CARD PROGRAM FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY
(I.E., NOT CUMULATIVE).

6. CREDIT CARD AUTHORIZATION FEE. Applies to each Authorization Request

[*]

7. LOST/STOLEN CARD STATUSING. Includes: Certegy taking call and statusing
account [*]

8. PREMIER STATEMENT PREPARATION. Includes:

a. Preparation of cardholder statements monthly

b. All forms and envelopes for statements

c. Inserting and handling of statements

[*]

d. Customization fee (including addition of logos) [*]

9. SPECIAL INSERTS FOR STATEMENTS. Includes physical stuffing of
promotional pieces with the monthly statement. [*]

10. MESSAGES FOR STATEMENTS. Includes automatic messages for all Credit
Unions as well as customized messages. [*]

11. ON-LINE COLLECTION SYSTEM. [*]

11.1 MONTHLY SERVICE CHARGE. Provides Interface with Collection
Management System [*]

11.2 RECORD RETENTION. Per account per month on the Collection
Management System fee (Credit Union Parameter Driven) [*]

11.3 PER ACCOUNT ACCESS FEE. Per inquiry into the On-Line Collection
System [*]

12. ON LINE COLLECTION SYSTEM LETTERS. (excluding postage/delivery)
Includes: [*]

a. Standard Letter Services

b. Custom Letter Services

c. Printing of Letters

d. All Forms

Schedule B Page 4 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE B
SELF-ADMINISTERED CREDIT CARD PROGRAM FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY
(I.E., NOT CUMULATIVE).

13. CREDIT BUREAU REPORTING. Includes creating tape and forwarding to the
Credit Bureaus designated by Credit Union. [*]

* Per month per Credit Bureau per prefix.

14. SELF-ADMINISTERED CREDIT UNION CHARGEBACK/RETRIEVAL PROCESSING.

14.1 Certegy processes and performs data entry [*]

14.2 Certegy performs data entry only [*]

* These fees are not applicable to Full Service Credit Unions.

15. SELF-ADMINISTERED CREDIT UNION AFTER HOURS TELEPHONE CUSTOMER SERVICE. [*]

16. [*]

ECIAL

17. [*]

18. ONE-TIME ON-LINE TERMINAL AND COMMUNICATIONS SET UP FEE.
(at Credit Union's request) [*]

* Plus out-of-pocket expenses (airfare, accommodations, meals, etc.) to be
absorbed by Credit Union.

19. ON-SITE TRAINING FOR CUSTOMER SERVICE. [*]
(at Credit Union's request)

* Plus out-of-pocket expenses (airfare, accommodations, meals, etc. to be
absorbed by Credit Union).

20. AUDIT CONFIRMATIONS. (excluding postage) Includes:

a. Preparing and mailing audit confirmations upon written request [*]

b. Per account confirmation [*]

* Per Credit Union per audit request

21. STANDARD TAPE. [*]

Schedule B Page 5 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE B
SELF-ADMINISTERED CREDIT CARD PROGRAM FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY
(I.E., NOT CUMULATIVE).

22. NAME/ADDRESS LABELS. [*]

23. BILLING ERROR AND DISPUTE PROCESSING. (Optional Services)

23.1 CUSTOMER ENTERED CHARGEBACK OR RETRIEVAL VIA ON-LINE ENTRY. [*]

23.2 CERTEGY ENTERED CHARGEBACK OR RETRIEVAL. [*]

23.3 CERTEGY BASIC BILLING ERROR SERVICES.

All cardholder contact (written and phone calls) is handled by institution.
Certegy performs each dispute phase as required and corresponds with
institution to enable institution to maintain account and communicate with
cardholder:

[*] [*]

23.4 CERTEGY ENHANCED BILLING ERROR SERVICES. Certegy handles all
cardholder contact. This includes: receiving written disputes; handling
phone calls for dispute initiation purposes; managing dispute status;
creating and mailing cardholder letters including postage, and
communication with institution to enable account maintenance.

[*] [*]

23.5 CERTEGY FRAUD SERVICES. [*]

Services include recovery of fraudulent transactions, all phases of the
chargeback cycle, obtaining affidavits, and providing a close out
package to the institution outlining final fraud balance for charge off
or insurance claims.

24. SELF-ADMINISTERED BANK TELEPHONE CUSTOMER SERVICE. (Optional Services)

24.1 AFTER HOURS TELEPHONE CUSTOMER SERVICE. Includes telephone [*]
customer service outside of normal business hours. After hours customer
service is provided 5:00 p.m. to 7:00 a.m. Monday through Friday and
7:00 a.m. to 9:00 p.m. Saturday. Closed on Sunday.

Schedule B Page 6 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE B
SELF-ADMINISTERED CREDIT CARD PROGRAM FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY
(I.E., NOT CUMULATIVE).

24.2 HIGH-VOLUME CARD CUSTOMER SERVICE FEE. This fee will apply to [*]
after hours customer service for any program targeted to a customer
segment that generates a high volume of customer service calls (i.e.
secured cards, sub-prime or any high fee/low credit line program).

24.3 PREMIUM CUSTOMER SERVICE. [*]

24.4 VIP CUSTOMER SERVICE. Includes: All services in Premium Customer
Service; PIN and additional plastics requests; customer fee reversal;
account closure; authorization deletes; 60 second ASA; daily Financial
Institution contact; designated point-of-contact for written customer
service; overnight mail; and tiered pricing driven by size of account base.
Requires separate agreement.

25. E-REPORTS. Includes:

a. [*] [*]

b. [*] [*]

c. [*] [*]

[*]

26. VERIFIED BY VISA AND/OR MASTERCARD SECURECODE.

Includes hosting of enrollment and authentication services, and front line
customer service

a. Visa issuer credit program monthly per bank fee [*]

b. MasterCard issuer credit program monthly fee [*]

c. Enrolled account hosting and maintenance (per account per month) [*]

[*]

d. Authentication request (per request) [*]

27. READI REVIEW. (Optional Service)

Separate contract needed Readi-Review(SM) Plus enables the Financial
Institution to manage credit risk and opportunity within the card portfolio
by assigning a Beacon Risk Score and a Credit Grade score to existing card
accounts. This information helps Financial Institution evaluate and predict
future credit performance and predict the likelihood of bankruptcy,
charge-off, loan default or serious delinquency. Readi-Review(SM) Plus is
available in two options. The Full Portfolio Review analyzes all accounts
to determine which accounts meet requirements for additional products,
services or credit line changes. The Reissue Review works with other
pre-determined reissue criteria to provide a complete picture before the
plastic is reissued. Either option -- Full or Reissue -- provides critical
information to manage opportunities and risks within a portfolio.

Schedule B Page 7 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE B
SELF-ADMINISTERED CREDIT CARD PROGRAM FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY
(I.E., NOT CUMULATIVE).

28. NEURAL NETWORKS. (Optional Service) [*]

a. Falcon(R)

b. ▇▇▇▇

29. MANUALS/CD-ROM.

Annual Subscription [*]

30. EXTENDED ON-LINE STATEMENT HISTORY. (Optional Service)

Provides on-line statement history viewing. Fee is per account per month

[*] [*]

31. AD HOC REPORTING. [*]

32. OTHER SPECIAL SERVICES. [*]

33. PASS THROUGH FEES. (Note: Pass through fee items are not included in
monthly minimum totals) All fees and increases incurred by Certegy for the
items listed below shall be passed on to Credit Union.

33.1 COMPUTER REPORTS - MICROFICHE*. Includes:

a. Cardholder Package, including cardholder settlement and
statistical data as well as statement information [*]

b. Business Card Package [*]

* Per month per Credit Union BIN/ICA, additional copies at $0.25 each

33.2 COURIER. Includes: [*]

a. All cost of courier for delivery of media or reports to and
from Credit Union.

b. If U.S. Mail is used, all postage costs are borne by Credit
Union.

33.3 POSTAGE. Includes all first class postage associated with mailing [*]
of plastics, statements, notices or other mailings requested by
Credit Union.

33.4 POSTAGE PRE-SORT REBATE. (qualifying items) [*]

This is a rebate to Credit Union for current first class mail rate for
qualifying statements, as identified by Certegy.

Schedule B Page 8 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE B
SELF-ADMINISTERED CREDIT CARD PROGRAM FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY
(I.E., NOT CUMULATIVE). [*]

33.5 ELECTRONIC WARNING BULLETIN LISTINGS. Includes:

a. Visa/MasterCard charge for listing on the Electronic Warning
Bulletin. [*]

b. Charges for listing in the printed warning bulletin for
regions outside the U.S. [*]

33.6 "CALL ME" TRANSACTIONS. Includes the additional authorization
referral calls on questionable sale as requested by non-Certegy
card issuers for which a fee is paid by the non-Certegy card
issuer. [*]

33.7 OTHER MASTERCARD AND VISA FEES, ASSESSMENTS AND OTHER SERVICES.
Credit Union shall be responsible for all MasterCard and VISA
fees, dues and assessments related to the cardholder services
provided to the card issuing members (e.g., "Please Call Fees"). [*]

33.8 RETRIEVALS FROM MASTERCARD OR VISA OR LOCAL TO LOCAL. Both
MasterCard and VISA rules require the processor to provide copies
of original and microfilm transactions. Certegy's fees for
performing those tasks will be in conformance with its published
schedule, which is currently,

Standard Electronic/
Original Copy Facsimile
-------- ---- -----------

VISA [*] [*] [*]
MasterCard [*] [*] [*]

34. INTERFACE TO THIRD PARTY

Providing a daily transmission of cardholder data to the institution or
the institution's authorized processor

34.1 SIGN-UP FEE

a. Direct Connection to Certegy [*]

b. Connection through processor [*]

34.2 MONTHLY MAINTENANCE FEE

a. Direct Connection to Certegy [*]

b. Connection through processor [*]

34.3 TRANSACTION FEE. Assessed on each posted transaction

[*]

35. FRAME RELAY [*]

Schedule B Page 9 of 10

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE B
SELF-ADMINISTERED CREDIT CARD PROGRAM FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY
(I.E., NOT CUMULATIVE).

36. ▇▇▇▇▇▇▇▇▇▇.▇▇▇

[*]

Schedule B Page 10 of 10

CERTEGY CARD SERVICES, INC.

CARD SERVICES FOR CREDIT UNIONS, INC.

SCHEDULE C

PRICE LIST FOR DIRECT PROCESSING MERCHANT SERVICES

EFFECTIVE MARCH 1, 2004

(CERTEGY LOGO)

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE C
PRICE LIST FOR DIRECT PROCESSING MERCHANT SERVICES
EFFECTIVE MARCH 1, 2004

1. CERTEGY OBLIGATIONS. During the term of this Agreement, Certegy shall:

1.1 Activate new merchant accounts;

1.2 Produce station plates for imprinters;

1.3 Sell Imprinters to Credit Unions as requested (the purchase price
of imprinters purchased by Credit Unions shall be paid directly to
Bancard or Certegy as directed);

1.4 Provide instruction on related procedures;

1.5 Provide authorization service, 24 hours per day, 7 days per week;

1.6 Train the employees of Credit Unions as requested;

1.7 Provide record retention of paper drafts or copies of drafts
deposited by merchants;

1.8 Provide merchant accounting services including discount
calculation and preparation of debit and credit advices as needed;

1.9 [*]

1.10 [*]

1.11 Assist Credit Union by monitoring deposits of Visa and MasterCard
transactions using various variance parameters which generate
exception reports used to detect, in some cases, possible fraud
and other irregularities and notify Credit Union of possible fraud
or other irregularities that are detected. Certegy will use
reasonable diligence in providing this service but in no event
will Certegy be liable for any losses resulting from merchant
deposits.

2. BANCARD AND FINANCIAL INSTITUTION OBLIGATIONS. During the term of this
Agreement, Bancard and/or Credit Union shall:

2.1 Bear all losses resulting from a merchant's credit card
transactions including, but not limited to, questionable merchant
activity, merchant fraud, uncollected chargebacks and bankruptcy
claims;

2.2 Provide all other services to merchants;

2.3 Provide source data necessary to create the merchant file; and

2.4 Provide its own supplies (e.g. sales slips, credit slips, deposit
envelopes and clearing forms), which it may purchase from Certegy
at cost plus freight.

Schedule C Page 1 of 5

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE C
PRICE LIST FOR DIRECT PROCESSING MERCHANT SERVICES
EFFECTIVE MARCH 1, 2004

3. FEES. Bancard shall be responsible for each Credit Union paying Certegy
the following fees:

3.1 TRANSACTION FEES. The tiered merchant deposit fees for
transactions are set forth below.[*]. At the sole discretion of
Cartegy, those fees are subject to change by Certegy each year
depending upon the number of transactions during the previous
year.

[*]

3.2 FILE RESIDENCY FEE. The tiered merchant file residency fees are
set forth below.

[*]

Includes:

a. Computer Storage of Merchant Information

b. Assisting Credit Unions by monitoring deposits for fraud and
other irregularities

c. Processing, Printing, and Mailing of Monthly Paper Statement
to the Merchant or Credit Union.
Includes:

i. Supply Costs

ii. Stuffing/Mailing Costs (Excluding Postage)

d. Daily & Month End ACH Settlement to the Merchant. Includes:

i. Processing Prenotes

ii. Preparation/Transmission of ACH Tape

iii. Bank Service Charges

iv. Production/Mailing of Direct Deposit Account Advices
(Excludes Postage)

e. Terminal Set-up and Support

Schedule C Page 2 of 5

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE C
PRICE LIST FOR DIRECT PROCESSING MERCHANT SERVICES
EFFECTIVE MARCH 1, 2004

3.3 INTERNET REPORTING.

a. Internet Reporting for Credit Union [*]

Includes:

i. Online Access to Merchant Activity and other Merchant
Information

ii. Online Portfolio and Risk Management Reporting

b. Internet Reporting for Merchant [*]

Includes:

i. One User ID and Password

ii. Online Access to Merchant Activity

iii. Online Access to Merchant Statements

3.4 TELEPHONE AUTHORIZATION FEE. [*]

3.5 MERCHANT ENROLLMENT FEE. [*]

3.6 SUPPLIES. Cost of supplies, plus freight (sales slips, credit
slips, deposit envelopes, and clearing forms); [*]

3.7 MERCHANT SET-UP FEE. Includes: [*]

a. Completion of Merchant Management Information System ("MIS")

b. Entry of MIS Information into the System

3.8 DIAL UP ACCESS(5). [*]

Includes online access to the Merchant Management Information
System for:

a. Merchant Set-ups/Cancellations

b. Merchant Profile Changes

c. Merchant inquiries

3.9 STATEMENT MESSAGE FEES. Includes: [*]

a. Handling of Credit Union Message Report [*]

b. Printing of Message [*]

3.10 ACH RETURN FEE. Includes: [*]

a. Accounting For ACH Returns

b. Processing Alternative Settlement Mechanism

c. Additional Prenote Processing

Schedule C Page 3 of 5

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE C
PRICE LIST FOR DIRECT PROCESSING MERCHANT SERVICES
EFFECTIVE MARCH 1, 2004

3.11 E-REPORTS. Includes: [*]

a. Monthly Merchant Statements [*]

b. Monthly Merchant On-line Maintenance Activity Report

c. Merchant Profitability Reporting

3.12 CHARGEBACK PROCESSING FEE. May include, as applicable: [*]

a. Chargeback Logging & Tracking

b. Chargeback Research & Representment

c. Compliance Chargebacks

d. Arbitration on 2nd or 3rd Chargeback of same dispute

3.13 EXCESSIVE CHARGEBACK FEE. [*]

[*]

3.14 PASS THROUGH FEES.

3.14.1 POSTAGE - Includes all First Class Current First Class
Rates postage associated with mailing statements or other
mailings requested by Credit Union. [*]

3.14.2 COURIER [*]

3.14.3 THIRD PARTY PROVIDER AUTHORIZATION/DRAFT CAPTURE FEES.
Includes: [*]

Fees charged by Third Party Authorization/Draft Capture
Providers (e.g. Vital, Global, Concord, etc.) for providing
electronic authorization and Draft Capture Services. [*]

3.14.4 MASTERCARD AND VISA FEES, ASSESSMENTS AND OTHER SERVICES [*]

Credit Union shall be responsible for all MasterCard and
VISA fees, dues and assessments related to merchants signed
through Credit Union.

3.15 AUDIT ASSISTANCE FROM CERTEGY. [*]

3.16 ON-SITE TRAINING. At customer's request and subject to staff
availability. [*]

Credit Union must cover all out-of-pocket expenses such as
airfare, lodging and meals. [*]

3.17 CUSTOM PROGRAMMING/DEVELOPMENT. [*]

3.18 [*]

Schedule C Page 4 of 5

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE C
PRICE LIST FOR DIRECT PROCESSING MERCHANT SERVICES
EFFECTIVE MARCH 1, 2004

----------
Footnotes:

[*]

Schedule C Page 5 of 5

CERTEGY CARD SERVICES, INC.

CARD SERVICES FOR CREDIT UNIONS, INC.

SCHEDULE E

IN-HOUSE/PASS-THROUGH SERVICES AND FEES FOR DEBIT, ATM AND CREDIT CARDS

EFFECTIVE MARCH 1, 2004

(CERTEGY LOGO)

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE E
IN-HOUSE/PASS-THROUGH SERVICES AND FEES FOR DEBIT, ATM AND CREDIT CARDS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

1. CARD ISSUANCE.

Charges for standard embossing, encoding, and mail preparation of plastic
cards. Per item charge includes generic card carrier, envelope, embossing,
encoding and mail preparation.

1.1 TAPE OR TRANSMISSION [*]

1.2 PAPER DOCUMENT [*]

1.3 PULL SERVICE [*]

1.4 PRIORITY ISSUANCE (NEXT DAY) [*]

1.5 EMERGENCY ISSUANCE (SAME DAY) [*]

1.6 CARD ACTIVATION STICKERS:

Institution using Certegy's Card Activation System [*]

Institution NOT using Certegy's Card Activation System [*]

* PIN Identification Number

2. CARD RECOVERY REWARDS.

Rewards paid to merchants or Credit Union for capturing revoked cards. [*]

3. PIN MAILERS.

Includes PIN generation, printing of a generic data mailer and
preparation for mailing. [*]

4. POST MAILERS.

A data mailer prompting the cardholder to verify receipt of a recently
mailed card. [*]

5. CARD ACTIVATION (OPTIONAL SERVICE).

The following fee schedule will apply per debit card account issued,
reissued or converted to Certegy, whether the card is activated,
activation is declined or no activation attempt is made at all:

[*] [*]

6. LOST/STOLEN CARD REPORT.

800 number available to cardholders to report lost/stolen accounts, 24
hours a day, 365 days a year. [*]

Schedule E Page 1 of 8

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE E
IN-HOUSE/PASS-THROUGH SERVICES AND FEES FOR DEBIT, ATM AND CREDIT CARDS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

7. AUTHORIZATION REQUESTS.

Merchant and ATM authorizations are handled 24 hours a day, 365 days a
year. Authorization activity will be reviewed quarterly with any
adjustments taking effect on the first day of the next calendar quarter.
Authorization fees are set forth in subsections 7.1, 7.2 and 7.3 below.
Only one billing category applies. Fee reductions are applied once volumes
reach start point for the next tier.

7.1 For institutions requiring signature based authorization processing
via a PBF or Parameter.

[*]

7.2 For institutions requiring signature based authorizations routed to
their host (gateway)

[*]

7.3 For institutions requiring signature, PIN* and/or ATM terminal
authorization processing.

[*]

* PIN routing requiring regional network access.

8. MONETARY TRANSACTION PROCESSING.

Purchases, cash advance and credit vouchers that are transmitted to the
Credit Union in the Center Transaction File or via an on-line message. This
fee is not applicable to single message transactions.

Schedule E Page 2 of 8

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE E
IN-HOUSE/PASS-THROUGH SERVICES AND FEES FOR DEBIT, ATM AND CREDIT CARDS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

8.1 VISA/MASTERCARD

[*]

8.2 FACSIMILE DRAFTS.

-Batch (paper) [*]

-Transmission tape [*]

9. NON-MONETARY TRANSACTION PROCESSING.

Maintenance items include adding new accounts, implementing changes to
files, the addition/removal of blocks, issuer's clearing service entry and
outstanding authorizations in the center transaction file.

9.1 CERTEGY ENTERED [*]

9.2 TRANSMISSION/TAPE [*]

9.3 RETURNS/STOPS/COPIES [*]

9.4 POSITIVE BALANCE FILE UPDATES [*]

10. VERIFIED BY VISA AND/OR MASTERCARD SECURECODE.

Includes hosting of enrollment and authentication services, and front line
customer service

a. Visa issuer credit program monthly per bank fee [*]

b. MasterCard issuer credit program fee [*]

c. Enrolled account hosting and maintenance (per account per month)

[*]

d. Authentication request (per request) [*]

Schedule E Page 3 of 8

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE E
IN-HOUSE/PASS-THROUGH SERVICES AND FEES FOR DEBIT, ATM AND CREDIT CARDS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

11. BILLING ERROR AND DISPUTE PROCESSING. (Optional Services)

11.1 CUSTOMER ENTERED CHARGEBACK OR RETRIEVAL VIA ON-LINE ENTRY. [*]

11.2 CERTEGY ENTERED CHARGEBACK OR RETRIEVAL. [*]

11.3 CERTEGY BASIC BILLING ERROR SERVICES.

All cardholder contact (written and phone calls) is handled by
institution. Certegy performs each dispute phase as required and
corresponds with institution to enable institution to maintain
account and communicate with cardholder:

[*]

11.4 CERTEGY ENHANCED BILLING ERROR SERVICES. Certegy handles all
cardholder contact. This includes: receiving written disputes;
handling phone calls for dispute initiation purposes; managing
dispute status; creating and mailing cardholder letters including
postage, and communication with institution to enable account
maintenance.

[*]

11.5 CERTEGY FRAUD SERVICES. [*]

Services include recovery of fraudulent transactions, all phases
of the chargeback cycle, obtaining affidavits, and providing a
close out package to the institution outlining final fraud balance
for charge off or insurance claims.

12. FILE RESIDENCY.

Total number of accounts residing on the authorization file at month
end.

12.1 POSITIVE AUTHORIZATION/GATEWAY SWITCHING AUTHORIZATION [*]

12.2 PARAMETER AUTHORIZATION [*]

13. ACCOUNT INQUIRY. [*]

Account look-up relating to open to buy, credit limit, blocks and
merchant authorization activity. [*]

Schedule E Page 4 of 8

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE E
IN-HOUSE/PASS-THROUGH SERVICES AND FEES FOR DEBIT, ATM AND CREDIT CARDS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

14. AUTOMATIC TELLER MACHINE ("ATM") SWITCH FEES.

Visa and/or MasterCard ATM transactions. [*]

15. TRANSMISSION FEE.

Positive Authorization File, Card issuer file and center transaction
file

15.1 LOCAL CALL [*]

15.2 LONG DISTANCE CALL [*]

16. ON-LINE ACCESS.

Dedicated or Dial-up available [*]

Functionality to consider includes access to Certegy's host
system, on-line authorizations via a gateway and reports via FTP.

17. OTHER FEES.

17.1 CENTER TRANSACTION FILE REVERSALS AND RECREATIONS [*]

17.2 ADDITIONAL TESTING [*]

17.3 RESEARCH [*]

18. IMPLEMENTATION REIMBURSEMENT FEES. [*]

One-time fee assessed to cover the costs of establishing the Credit
Union's control file, initial two days on-site training, initial set of
forms and supplies, operating manuals and updates.

19. FORMS AND SUPPLIES. [*]

20. NON-GENERIC FORM. [*]

21. SYSTEM MANUALS/CD ROM [*]

22. REPORTS & MICROFICHE.

22.1 Standard Reports and Microfiche [*]

22.2 E-Reports (optional service requiring separate agreement)

Installation [*]

Monthly Fee [*]

Month Page Fee [*]

23. TAPE HANDLING FEE. [*]

Schedule E Page 5 of 8

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE E
IN-HOUSE/PASS-THROUGH SERVICES AND FEES FOR DEBIT, ATM AND CREDIT CARDS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I,E., NOT CUMULATIVE).

24. ON-SITE TRAINING FOR CUSTOMER SERVICE (At Credit Union's request) [*]

* Plus out-of-pocket expenses (airfare, accommodations, meals, etc. to be
absorbed by Credit Union).

25. LOCKBOX PAYMENTS PROCESSING.

Certegy processing lockbox payments for credit cards. Debit and ATM card
residency is not considered in the Account Base number.

[*]

26. [*]

26.1 [*]

26.2 [*]

26.3 [*]

27. [*]

27.1 [*]

27.2 TRANSACTION HANDLING POST DECONVERSION.

a. Facsimile Draft: Standard draft, cash advance, credit voucher
or payment produced. [*]

b. Exception item: Any exception item received on deconverted
BIN including, but not limited to, chargebacks, requests for
copies, manual adjustments. [*]

c. Cardholder transaction generated on magnetic tape. [*]

Schedule E Page 6 of 8

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE E
IN-HOUSE/PASS-THROUGH SERVICES AND FEES FOR DEBIT, ATM AND CREDIT CARDS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

28. VISA/MASTERCARD QUARTERLY SERVICE REPORT. [*]

(This fee only applies to In-House/Pass-Through Services) [*]

29. PASS-THROUGH.

29.1 POSTAGE AND COURIER EXPENSES. [*]

Cards, mailers and reports/microfiche [*]

29.2 ISSUER'S REIMBURSEMENT FEES.

Income earned by the Credit Union based on published
Visa/MasterCard rates for transactions. [*]

29.3 RETRIEVAL REQUEST FULFILLMENT FEE.

Photocopy, facsimile draft of original of sales draft, or credit
voucher [*]

29.4 VISANET/BANKNET AND BASE II/NET. [*]

29.5 CARD ASSOCIATION.

MasterCard International and/or Visa U.S.A. Inc. fees, dues and
assessments, paid by Certegy for transactions incurred for or on
behalf of customer. [*]

30. AUDIT CONFIRMATIONS. (excluding postage) Includes:

a. Preparing and mailing audit confirmations upon written
request [*]

b. Per account confirmation [*]

* Per Credit Union per audit request

31. NEURAL NETWORK. ▇▇▇▇ and Falcon(R) (optional service) [*]

32. CERTIFICATION FEES. [*]

A one time fee for the certification testing, including, but not limited
to, regional networks, national networks or data processor interfaces. This
fee applicable per project occurrence.

33. ATM TERMINAL DRIVING FEES.

33.1 Communication Expenses [*]

33.2 ATM Set-up Fees [*]

33.3 ATM Terminal Support [*]

33.4 Dial-up ATM Communication [*]

33.5 National and Regional Network Access [*]

Schedule E Page 7 of 8

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE E
IN-HOUSE/PASS-THROUGH SERVICES AND FEES FOR DEBIT, ATM AND CREDIT CARDS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

33.6 ATM Screen Marketing Message [*]

33.7 ATM Marketing Receipt Change [*]

33.8 ATM Screen Change [*]

33.9 ATM Reload [*]

34. NETWORK ADJUSTMENT SYSTEM.

34.1 Network Adjustment System [*]

34.2 Adjustment submitted via Adjustment System [*]

34.3 Adjustments performed by Certegy on behalf of client [*]

35. DISPUTE MANAGEMENT SYSTEM.

a. [*]

b. Web Access:

One time set up per terminal [*]

* Per terminal per month

Schedule E Page 8 of 8

CERTEGY CARD SERVICES, INC.

CARD SERVICES FOR CREDIT UNIONS, INC.

SCHEDULE G

COMMERCIAL CARD PROCESSING SERVICES AND FEES

EFFECTIVE MARCH 1, 2004

(CERTEGY LOGO)

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE G
COMMERCIAL CARD PROCESSING SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

FEES SETTLED DAILY.

1. ASSOCIATION.

CERTEGY SETTLEMENT FEE. Credit Union shall pay to Certegy the following
fees, which shall be referred to as a "Certegy Settlement Fee" unless
Credit Union performs its own customer service as a self-administered
function, in which event those Certegy Settlement Fees shall not apply. The
Certegy Settlement Fee will apply to each incoming and local to local sales
purchase, return and cash advance and is based on Credit Union's account
base as follows:

[*]

2. CREDIT UNION.

2.1 TRANSACTION POSTING FEE FOR "FULL SERVICE" CREDIT UNIONS. Includes
charges applicable to sales, purchases, returns, cash advances, ACH
payments and ACH pre-notes of "Full Service" Credit Unions, as well as
any annual, late and over limit fees, member-pay insurance, member-pay
card enhancements and lockbox payments processed by Certegy. A "Full
Service" credit union is one for which Certegy performs the customer
service function.

[*]

2.2 PAYMENT RECEIPT - CERTEGY PERFORMS. Certegy performs customer
service. Payments received, processed and entered by Credit Union. [*]

Schedule G Page 1

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE G
COMMERCIAL CARD PROCESSING SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

MONTHLY OR ONE TIME FEES.

3. PLASTICS. (Excluding postage/delivery)

3.1 EMBOSSING.

3.1.1 Embossing and encoding of plastic; Insertion of Card into
Card Carrier; and insertion into Envelope [*]

* Plus cost of plastic

3.1.2 Ultra graphics / hot stamping of logos:

a. One time logo set up [*]

b. Graphic printing / per pass / per plastic [*]

3.2 INSERTS MAILED WITH CARD. [*]

3.3 CUSTOM CARD CARRIER, ENVELOPE OR PRINTED MESSAGE. [*]

3.4 PIN GENERATION-REGULAR (EXCLUDING POSTAGE/DELIVERY). Includes: [*]

a. Generation of Personal Identification Number ("PIN")

b. PIN Mailer

3.5 RETURNED PLASTICS (EXCLUDING POSTAGE/DELIVERY). Includes: [*]

a. Handling of return mail

b. Destruction of plastic

3.6 SPECIAL REQUESTS (EXCLUDING POSTAGE/DELIVERY). Includes: [*]

a. All items listed under "Embossing"

b. Receipt and handling of request

c. Walk through of plastic to insure 24-hour turnaround on normal
business days.

3.7 CARD ACTIVATION (OPTIONAL SERVICE). The following fee schedule will
apply per credit card issued, reissued or converted TO Certegy,
whether the card is activated, activation is declined or no activation
attempt is made at all:

[*]

Schedule G Page 2

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE G
COMMERCIAL CARD PROCESSING SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

4. ACCOUNT TRANSACTION HISTORY.

Account Transaction History will be available on the processing platform to
both Certegy and Credit Union under the following options:

a. [*] [*]

b. [*] [*]

5. MASTER FILE MAINTENANCE.

5.1 NEW ACCOUNTS AND UPDATES.

a. Real-time Data capture by Certegy of all new account
information entered by Credit Union [*]

b. Creation or update of Cardholder account file by tape or
batch transmission [*]

5.2 RECORD RETENTION. No originals of credit card paper shall be
retained by Certegy. Computer storage during all or any portion of a
month of each credit card account issued by Credit Union (including
charged-off accounts) that appears on Credit Union's master file
maintained by Certegy as well as capturing all transactions and reports
by either imaging, microfilm or microfiche as determined by Certegy in
its sole discretion and retaining for the time period that is required
by Visa and MasterCard. Monthly change shall be assessed for each
company and cardholder account on the system.

5.3 TOLL-FREE CUSTOMER SERVICE ACCESS. [*]

Provides for printing of toll-free phone number on Credit Union's
statements and access to customer service via toll-free phone number. This
fee applies to all accounts on file.

5.4 SPECIAL CHANGES. [*]

Account changes taken by phone requiring immediate attention or "walk
through" to insure immediate input.

6. COMPUTER PRINTOUTS.

6.1 NOTICES. Includes: [*]

a. Printing of Notice

b. All forms

6.2 REPORTS. (Paper), Includes: [*]

a. Cardholder journal

b. Cardholder posting journal

c. Cardholder posting summary

* Per Month per Credit Union

Schedule G Page 3

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE G
COMMERCIAL CARD PROCESSING SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

7. CREDIT CARD AUTHORIZATION FEE. Applies to each Authorization Request

[*]

8. LOST/STOLEN CARD STATUSING. Includes: Certegy taking call and stausing
account [*]

9. RETRIEVALS FROM MASTERCARD OR VISA OR LOCAL TO LOCAL. Both MasterCard and
VISA rules require the processor to provide copies of original and
microfilm transactions. Certegy's fees for performing those tasks will be
in conformance with its published schedule, which is currently,

Standard Electronic/
Original Copy Facsimile
-------- ---- -----------

VISA [*] [*] [*]
MasterCard [*] [*] [*]

10. STATEMENT PREPARATION.

10.1 DELIVERY BY U.S. MAIL. Per statement (excluding postage),
includes: [*]

a. Preparation of cardholder monthly statements

b. All forms and envelopes for statements

c. Inserting and handling of statements

10.2 PRESENTATION VIA THE INTERNET. [*]

* Per "Record" sent to the Internet server.

A "Record" is defined as a posted transaction, addendum or statement
message.

11. SPECIAL INSERTS FOR STATEMENTS. Includes physical stuffing of
promotional pieces with the monthly statement. [*]

12. MESSAGES FOR STATEMENTS. Includes automatic messages for all Credit
Unions as well as customized messages. [*]

13. ON-LINE COLLECTION SYSTEM.

13.1 MONTHLY SERVICE CHARGE. Provides Interface with Collection
Management System [*]

13.2 RECORD RETENTION. Per account per month on the Collection
Management System (Credit Union Parameter Driven) [*]

13.3 PER ACCOUNT ACCESS FEE. Per inquiry into the On-Line Collection
System [*]

Schedule G Page 4

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE G
COMMERCIAL CARD PROCESSING SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

14. ON-LINE COLLECTION SYSTEM LETTERS. (Excluding postage/delivery)
Includes: [*]

a. Standard Letter Services

b. Custom Letter Services

c. Printing of Letters

d. All Forms

15. CREDIT BUREAU REPORTING. Includes creating tape and forwarding to the
Credit Bureaus designated by Credit Union. [*]

* Per month per Credit Bureau per prefix.

16. [*]

SPECIAL FEES.

17. [*]

18. ONE-TIME ON-LINE TERMINALS AND COMMUNICATIONS SET UP FEE. [*]
(At Credit Union's request)

* Plus out-of-pocket expenses (airfare, accommodations, meals, etc. to be
absorbed by Credit Union.)

19. ON-SITE TRAINING FOR CUSTOMER SERVICE. [*]
(At Credit Union's request) [*]

* Plus out-of-pocket expenses (airfare, accommodations, meals, etc. to be
absorbed by Credit Union.)

20. E-REPORTS.

a. [*]

b. [*]

c. [*]

d. [*]

21. OTHER SPECIAL SERVICES. [*]

Schedule G Page 5

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE G
COMMERCIAL CARD PROCESSING SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

PASS THROUGH FEES. (Note: Pass through fee items are not included in monthly
minimum totals.) All fees and fee increases incurred by Certegy for the items
listed below shall immediately be passed on to Credit Union.

22. COMPUTER REPORTS - MICROFICHE*. Provisions of reports on Microfiche Per
month per Credit Union BIN/ICA, additional copies at $0.25 per page. [*]

23. COURIER. Includes all cost of courier or U.S. Mail for delivery of
media or reports to and from Credit Union. [*]

24. POSTAGE. Includes all first class postage associated with mailing of
plastics, statements, notices or other mailings requested by Credit
Union. [*]

25. POSTAGE PRE-SORT REBATE. (Qualifying items) [*]

This is a rebate to Credit Union for current first class mail rate for
qualifying statements, as identified by Certegy.

26 ELECTRONIC WARNING BULLETIN LISTINGS. Includes: [*]

a. Visa/MasterCard charge for listing on the Electronic Warning
Bulletin.

b. Charges for listing in the printed warning bulletin for regions
outside the U.S.

27. "CALL ME" TRANSACTIONS. Includes the additional authorization referral
calls on questionable sales as requested by non-Certegy card issuers
for which the non-Certegy card issuer pays a fee. [*]

28. OTHER MASTERCARD AND VISA FEES, ASSESSMENTS AND OTHER SERVICES. Credit
Union shall be responsible for all MasterCard and VISA fees, dues and
assessments related to the cardholder services provided to the card
issuing members. [*]

29. PC REPORTING SERVICES VIA INTERNET.

29.1 Software Vendor License fee per Credit Union. [*]

29.2 Destination ID for each company set-up. [*]

29.3 Monthly maintenance fee per company or destination ID. [*]

29.4 Data Creation - per transaction. [*]

29.5 Data Storage - per transaction per month for storage beyond first
month on accounts with internet reporting. Transactions will be
available for 12 months. [*]

Schedule G Page 6

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE G
COMMERCIAL CARD PROCESSING SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

30. DAILY TRANSMISSION OF DATA DELIVERY FILES.

30.1 Data creation / per record [*]

30.2 Data storage / per month for each record not retrieved in 30 days [*]

30.3 One time implementation fee [*]

a. Each Credit Union [*]

b. Each Company / Destination ID [*]

31. ELECTRONIC DATA INTERCHANGE (EDI). Electronic statements and travel service
reconciliation files are available and will be quoted based on the size of
the commercial customer desiring the Services.

32. SYSTEM DOCUMENTATION. Updated system documentation provided three times
per year on CD-ROM. [*]

33. SYSTEM ACCESS VIA INTERNET. Provides system access to participating
companies to review and make real time updates to their accounts via the
internet.

33.1 Software License Fee per company [*]

33.2 Transaction Fee - Per account inquiry, account update or
transaction inquiry [*]

33.3 New Account Add - Adding a new account to system via the internet [*]

34. AUTHORIZATION FRAUD MONITORING. Real time monitoring of authorizations
sent to queue for institution review based on fraud prevention
strategies defined by institution. [*]

Schedule G Page 7

CERTEGY CARD SERVICES, INC.

CARD SERVICES FOR CREDIT UNIONS, INC.

SCHEDULE J

STORED VALUE CARD PROCESSING SERVICE AGREEMENT

EFFECTIVE MARCH 1, 2004

(CERTEGY LOGO)

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE J
STORED VALUE CARD PROCESSING SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

FEES SETTLED DAILY.

1. ASSOCIATION.

CERTEGY SETTLEMENT FEE. Credit Union shall pay to Certegy the following
fees, which shall be referred to as a "Certegy Settlement Fee" unless
Credit Union performs its own customer service as a self administered
function, in which event those Certegy Settlement Fees shall not apply. The
Certegy Settlement Fee will apply to each incoming and local to local sales
purchase, return and cash advance and is based on Credit Union's stored
value account base as follows:

[*]

2. CREDIT UNION.

2.1 TRANSACTION POSTING FEE FOR "FULL SERVICE" CREDIT UNIONS. Includes
charges applicable to signature based sales purchases, returns and
cash advances of "Full Service" Credit Unions, as well as any lockbox
value loads processed by Certegy. A "Full Service" credit union is
defined as one in which the customer service function is performed by
Certegy.

[*]

2.2 PIN BASED TRANSACTION FEE. Charged in addition to Transaction Posting Fee
for PIN based transactions. (same price as CSCU Schedule E)

2.3 SYSTEM GENERATED TRANSACTION FEE. [*]

Schedule J Page 1 of 5

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE J
STORED VALUE CARD PROCESSING SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

2.4 VALUE LOAD FEE - CERTEGY PERFORMS. Certegy performs customer service.
Fee applies to all Internet and phone initiated value loads.

a. ACH [*]

b. Remote Entry [*]

c. Credit Card Transfer [*]

2.5 PHONE INITIATED VALUE LOAD FEE.

Charged in addition to the Value Load Fee (2.4 above) for those value
loads initiated via phone.

MONTHLY FEES.

3. PLASTICS. (excluding postage/delivery)

3.1 EMBOSSING. Includes: [*]

a. Embossing and encoding of plastic

b. Card Carrier

c. Envelope

d. Inserting

* Plus cost of plastic

3.2 PIN GENERATION-REGULAR (EXCLUDING POSTAGE/DELIVERY). Includes: [*]

a. PIN mailer

b. Generation of Personal Identification Number ("PIN")

3.3 PIN GENERATION-USER SELECT (EXCLUDING POSTAGE/DELIVERY). Includes: [*]

a. PIN mailer

b. File update

3.4 SPECIAL REQUESTS (EXCLUDING POSTAGE/DELIVERY). Includes: [*]

a. All items listed under "Embossing"

b. Receipt and handling of request

c. Walk through of plastic to insure 24 hour turnaround on normal
business days.

3.5 CARD ACTIVATION (OPTIONAL SERVICE). The following fee schedule will
apply per credit card account issued, reissued or converted to
Certegy, whether the card is activated, activation is declined or no
activation attempt is made at all:

[*]

Schedule J Page 2 of 5

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE J
STORED VALUE CARD PROCESSING SERVICES AND FEES
EFFECTIVE MARCH 1, 2004
THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

4. MASTER FILE MAINTENANCE.

4.1 NEW ACCOUNTS. Includes:

a. Batch File [*]

b. Internet [*]

4.2 FILE CHANGES. Includes: [*]

a. Batch File [*]

b. Internet [*]

4.3 RECORD RETENTION.

No originals of credit card paper shall be retained by Certegy.
Computer storage during all or any portion of a month of each
credit card account issued by Credit Union (including charged-off
accounts) that appears on Credit Union's master file maintained by
Certegy as well as capturing all transactions and reports by
either imaging, microfilm or microfiche as determined by Certegy
in its sole discretion and retaining for the time period that is
required by Visa and MasterCard. [*]

4.4 TOLL-FREE AND INTERNET CUSTOMER SERVICE ACCESS. [*]

Provides for printing of toll-free phone number on Credit Union's
statement and on service web site and access to customer service
via toll-free phone number. This fee applies to all accounts on
file.

5. E-REPORTS. All reports are delivered via E-Reports. Includes:

a. Monthly Fee (per BIN) [*]

b. Monthly Per page [*]

c. Recreate Purged Reports [*]

NOTE: Files will be available for delivery at 3:00 PM local time, M-F
and will remain available for 3 business days.

6. CREDIT CARD AUTHORIZATION FEE. Applies to each authorization Request.

[*]

7. LOST/STOLEN CARD STATUSING. Includes: Certegy taking call and statusing
account. [*]

Schedule J Page 3 of 5

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE J
STORED VALUE CARD PROCESSING SERVICES AND FEES
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

8. RETRIEVALS FROM MASTERCARD OR VISA OR LOCAL TO LOCAL. Both MasterCard
and VISA rules require the processor to provide copies of original and
microfilm transactions. Certegy's fees for performing those tasks will
be in conformance with its published schedule, which is currently,

Standard Electronic/
Original Copy Facsimile
-------- ---- -----------

VISA [*] [*] [*]
MasterCard [*] [*] [*]

9. STATEMENT PREPARATION. (excluding postage) Includes: [*]

a. Preparation of cardholder statements monthly

b. All forms and envelopes for statements

c. Inserting and handling of statements

10. SPECIAL INSERTS FOR STATEMENTS. Includes physical stuffing of
promotional pieces with the monthly statement. [*]

11. MESSAGES FOR STATEMENTS. Includes automatic messages for all Credit
Unions as well as customized messages.

12. [*]

13. [*]

14. PAYROLL CARD COMPANY SET-UP FEE. Charged on the set-up of each
individual company supported on the Payroll Card product. (First
company is included in payroll product implementation fee).

[*]

SPECIAL.

15. [*]

Schedule J Page 4 of 5

16. ON-SITE TRAINING FOR CUSTOMER SERVICE. [*]

(at Credit Union's request)

* Plus out-of-pocket expenses (airfare, accommodations, meals, etc. to be
absorbed by Credit Union.)

17. TRANSACTION FRAUD SCREENING [*]

Non-recurring Value Load Transactions [*]

Card Purchase or Cash Advance [*]

18. OTHER SPECIAL SERVICES.

19. PASS THROUGH FEES. (Note: Pass through fee items are not included in
monthly minimum totals) All fees and fee increases incurred by Certegy
for the items listed below shall be passed on to Credit Union.

19.1 COURIER. Includes: [*]

a. All cost of courier for delivery of media or reports to and
from Credit Union.

b. If U.S. Mail is used, all postage costs are borne by Credit
Union.

19.2 POSTAGE. Includes all first class postage associated with mailing
of plastics, statements, notices or other mailings requested by
Credit Union. [*]

19.3 POSTAGE PRE-SORT REBATE. (qualifying items)

This is a rebate to Credit Union for current first class mail rate
for qualifying statements, as identified by Certegy. [*]

19.4 ELECTRONIC WARNING BULLETIN LISTINGS. Includes: [*]

a. Visa/MasterCard charge for listing on the Electronic Warning
Bulletin.

b. Charges for listing in the printed warning bulletin for
regions outside the U.S.

19.5 "CALL ME" TRANSACTIONS. Includes the additional authorization [*]
referral calls on questionable sales as requested by non-Certegy
card issuers for which a fee is paid by the non-Certegy card
issuer.

19.6 OTHER MASTERCARD AND VISA FEES, ASSESSMENTS AND OTHER SERVICES. [*]
Credit Union shall be responsible for all MasterCard, VISA and
other fees, dues and assessments related to the cardholder
services provided to the card issuing members in connection with
this agreement (e.g., "Please Call Fees").

19.7 MERCHANTS DISCOUNT ON CREDIT CARD/DEBIT CARD TRANSFER OF VALUE
LOADS. [*]
Credit Union shall be responsible for paying market rate merchants
discount (including outbound interchange) on all value load
transfers processed using a cardholder's credit or debit card.

Schedule J Page 5 of 5

CERTEGY CARD SERVICES, INC.

CARD SERVICES FOR CREDIT UNIONS, INC.

SCHEDULE K

SERVICES AND FEES FOR BASE2000 FULL SERVICE CREDIT CARD PROCESSING

EFFECTIVE MARCH 1, 2004

(CERTEGY LOGO)

CERTEGY CARD SERVICES, INC.
Card Services For Credit Unions, Inc.
Schedule K
Services and Fees for BASE2000 Full Service Credit Card Processing
Effective March 1, 2004

The Following Fees Apply To Each Credit Union Separately (i.e., Not Cumulative).

FEES SETTLED DAILY.

1. ASSOCIATION.

CERTEGY SETTLEMENT FEE. Credit Union shall pay to Certegy the following fees,
which shall be referred to as a "Certegy Settlement Fee" unless Credit Union
performs its own customer service as a self administered function, in which
event the Certegy Settlement Fee shall not apply. The Certegy Settlement Fee
will apply to each incoming and local to local sales purchase, return and cash
advance and is based on Credit Union's account base as follows:

[*]

2. CREDIT UNION.

2.1. TRANSACTION POSTING FEE FOR "FULL SERVICE" CREDIT UNIONS.

[*]

Schedule K Page 1 of 11

CERTEGY CARD SERVICES, INC.
Card Services For Credit Unions, Inc.
Schedule K
Services and Fees for BASE2000 Full Service Credit Card Processing
Effective March 1, 2004

2.2. ANNUAL, LATE AND OVER-LIMIT FEES, MEMBER-PAY INSURANCE AND [*]
MEMBER-PAY CARD ENHANCEMENTS

2.3. PAYMENT RECEIPT - CERTEGY PERFORMS.

Certegy performs customer service.

a. ACH - per payment posted [*]

b. Remote Entry - per payment entered [*]

MONTHLY FEES.

3. PLASTICS. (Excluding postage/delivery)

3.1. EMBOSSING. Fee per card, includes: [*]

a. Embossing and encoding of plastic

b. Card Carrier

c. Envelope

d. Inserting

* Plus cost of plastic

3.2. PIN GENERATION-REGULAR (EXCLUDING POSTAGE/DELIVERY). [*]

Includes:

a. Generation of Personal Identification Number ("PIN")

b. PIN Mailer

3.3. IVR PIN CUSTOMIZATION. [*]

Includes: IVR call

3.4. RETURNED PLASTICS (EXCLUDING POSTAGE/DELIVERY). [*]

Includes:

a. Handling of return mail

b. Sending mailer, plastic and returned envelope to Credit Union
via certified mail.

3.5. SPECIAL REQUESTS (EXCLUDING POSTAGE/DELIVERY). [*]

Includes:

a. All items listed under "Embossing"

b. Receipt and handling of request

c. "Walk through" of plastic to insure 24-hour turnaround on
normal business days.

Schedule K Page 2 of 11

CERTEGY CARD SERVICES, INC.
Card Services For Credit Unions, Inc.
Schedule K
Services and Fees for BASE2000 Full Service Credit Card Processing
Effective March 1, 2004

3.6. CARD ACTIVATION (OPTIONAL SERVICE). The following fee schedule
will apply per credit card account issued, reissued or converted
to Certegy, whether the card is activated, activation is declined
or no activation attempt is made at all:

[*]

4. MASTERFILE MAINTENANCE

4.1. NEW ACCOUNTS. Per new account fee, includes: [*]

On-Line Data capture of all new account information

4.2. FILE CHANGES. Per occurrence fee includes: [*]

On-Line Data capture of all changes to the cardholder accounts

4.3. RECORD RETENTION. [*]

No originals of credit card paper shall be retained by Certegy.
Computer storage during all or any portion of a month of each
credit card account issued by Credit Union (including charged-off
accounts) that appears on Credit Union's master file maintained by
Certegy as well as capturing all transactions and reports by
either imaging, microfilm or microfiche as determined by Certegy
in its sole discretion and retaining for the time period that is
required by Visa and MasterCard.

5. CUSTOMER SERVICE.

5.1. TOLL-FREE CUSTOMER SERVICE ACCESS. [*]

Provides for printing of toll-free number on Credit Union's
billing statement and access to Customer Service via that
toll-free number. This fee applies to all accounts on file.

5.2. SECURED AND SUBPRIME CARDS. [*]

This Customer Service fee covers the provision of telephone
customer service for this high-call volume market segment. [*]

5.3. PREMIUM CUSTOMER SERVICE.

[*]

Schedule K Page 3 of 11

CERTEGY CARD SERVICES, INC.
Card Services For Credit Unions, Inc.
Schedule K
Services and Fees for BASE2000 Full Service Credit Card Processing
Effective March 1, 2004

5.4. VIP CUSTOMER SERVICE.

[*]

5.5. SPECIAL CHANGES. (Those taken by phone requiring immediate
attention) [*]

Includes:

a. All items under "file changes"

b. "Walk thru" of change to insure immediate input

c. Temporary credit increases

6. COMPUTER PRINTOUTS.

6.1. NOTICES/LETTERS. Includes: [*]

a. Printing of Notice

b. First printed page and envelope

6.2. ADDITIONAL NOTICE/LETTER PAGES. [*]

Applies to each printed notice/letter page after the first page of
multiple page letters and notices [*]

6.3. REPORTS. (Paper), Includes:

a. Cardholder journal

b. Cardholder posting journal

c. Cardholder posting summary

* month per Credit Union

7. CREDIT CARD AUTHORIZATION FEE. Fee applies to each Authorization
Request

[*]

8. LOST/STOLEN CARD STATUSING.

Includes: Certegy taking call and statusing account [*]

Schedule K Page 4 of 11

CERTEGY CARD SERVICES, INC.
Card Services For Credit Unions, Inc.
Schedule K
Services and Fees for BASE2000 Full Service Credit Card Processing
Effective March 1, 2004

9. RETRIEVALS FROM MASTERCARD OR VISA OR LOCAL TO LOCAL.

Standard Original Electronic Copy Facsimile
----------------- --------------- ---------

VISA [*] [*] [*]
MasterCard [*] [*] [*]

10. PREMIER STATEMENT PREPARATION. Includes:

a. Preparation of cardholder statements monthly

b. All forms and envelopes for statements

c. Inserting and handling of statements

[*]

d. Customization fee (including addition of logos) [*]

11. ADDITIONAL STATEMENT PAGES. [*]

Applies to each printed statement page after the first page of multiple
page cardholder statements.

12. SPECIAL INSERTS FOR STATEMENTS. Fee is per insert and includes physical
stuffing of promotional pieces with the monthly statement. [*]

13. MESSAGES FOR STATEMENTS. Includes automatic messages for all Credit
Unions as well as customized messages. [*]

14. EXTENDED ON-LINE STATEMENT HISTORY. Provides on-line statement history
viewing. Fee is per account per month.

[*] [*]

Schedule K Page 5 of 11

CERTEGY CARD SERVICES, INC.
Card Services For Credit Unions, Inc.
Schedule K
Services and Fees for BASE2000 Full Service Credit Card Processing
Effective March 1, 2004

15. ON-LINE SYSTEM ACCESS. ServiceView interface to System [*]

16. ON-LINE COLLECTION SYSTEM.

16.1. MONTHLY SERVICE CHARGE. Provides Interface with Collection [*]
Management System

16.2. ON-LINE SYSTEM ACCESS COLLECTIONS- Collector View interface to [*]
the collection system.

16.3. RECORD RETENTION. Fee is per account per month on the Collection [*]
Management System (Credit Union Parameter Driven)

16.4. PER ACCOUNT ACCESS FEE. Per inquiry into the On-Line Collection [*]
System

16.5. ON-LINE COLLECTION SYSTEM LETTERS. Fee is per letter, excluding [*]
postage/delivery, and includes:

a. Standard Letter Services

b. Printing of Letters

c. First printed page and one envelope

16.6. ADDITIONAL COLLECTION LETTER PAGES. [*]

Applies to each printed collection letter page after the first
page of multiple page Collection letter.

17. VERIFIED BY VISA AND/OR MasterCard SecureCode.

Includes hosting of enrollment and authentication services, and
front-line customer service.

a. Visa issuer credit program monthly per bank fee [*]

b. MasterCard issuer credit program fee [*]

c. Enrolled account hosting and maintenance (per account per month)

[*]

d. Authentication request (per request) [*]

Schedule K Page 6 of 11

CERTEGY CARD SERVICES, INC.
Card Services For Credit Unions, Inc.
Schedule K
Services and Fees for BASE2000 Full Service Credit Card Processing
Effective March 1, 2004

18. TRANSACTION LEVEL PROCESSING.

Includes use and maintenance of multiple billing plans at the account
level.

a. Screening (applies to all transactions) [*]

b. Posting (applies only to transactions which qualify for a
transaction level price plan)

[*]

19. CREDIT BUREAU REPORTING. Includes creating tape and forwarding to the [*]
Credit Bureaus designated by Credit Union.

* Per month per Credit Bureau per BIN.

20. [*] [*]

21. [*]

SPECIAL.

22. [*]

23. ONE TIME ON-LINE TERMINAL AND COMMUNICATIONS SET UP FEE. (at Credit [*]
Union's request)

* Plus out-of-pocket expenses (airfare, accommodations, meals, etc.) to be
absorbed by Credit Union.

Schedule K Page 7 of 11

CERTEGY CARD SERVICES, INC.
Card Services For Credit Unions, Inc.
Schedule K
Services and Fees for BASE2000 Full Service Credit Card Processing
Effective March 1, 2004

24. ON-SITE TRAINING FOR CUSTOMER SERVICE. [*]

(at Credit Union's request)

* Fee plus out-of-pocket expenses (airfare, accommodations, meals, etc.)
to be absorbed by Credit Union.

25. AUDIT CONFIRMATIONS. (excluding postage) Includes:

a. Preparing and mailing audit confirmations upon written request [*]

b. Per account confirmation [*]

* Per Credit Union per audit request

26. STANDARD TAPE. [*]

27. NAME/ADDRESS LABELS. [*]

28. OTHER SPECIAL SERVICES. [*]

PASS THROUGH FEES. (Note: Pass Through Fees are not included in monthly minimum
totals.) All fees and fee increases incurred by Certegy for the items listed
below, as may be amended from time to time, shall be passed on to Credit Union.

29. E - REPORTS.

a. Implementation Fee [*]

b. Monthly Maintenance [*]

c. Per Page [*]

d. Recreate [*]

30. COURIER. Includes:

a. All cost of courier for delivery of media or reports to and from
Credit Union.

b. If U.S. Mail is used, all postage costs are borne by Credit Union.

31. POSTAGE. Includes all first class postage associated with mailing of
plastics, statements, notices or other mailings requested by Credit
Union. [*]

32. POSTAGE PRE-SORT REBATE (qualifying items) [*]

This is a rebate to Credit Union for current first class mail rate for
qualifying statements, as identified by Certegy.

Schedule K Page 8 of 11

CERTEGY CARD SERVICES, INC.
Card Services For Credit Unions, Inc.
Schedule K
Services and Fees for BASE2000 Full Service Credit Card Processing
Effective March 1, 2004

33. ELECTRONIC WARNING BULLETIN LISTINGS. Includes: [*]

a. Visa/MasterCard charge for listing on the Electronic Warning
Bulletin.

b. Charges for listing in the printed warning bulletin for regions
outside the U.S.

36. FRAME RELAY (ON-LINE CONNECTION TO THE SYSTEM) [*]

37. MANUALS/ CD-ROM. [*]

OPTIONAL SERVICES

38. SPECIAL PROGRAMMING (PER HOUR RATE). [*]

39. NEURAL NETWORKS. (Optional Service) [*]

a. Falcon(R)

b. TRIAD

40. STATEMENT CUSTOMIZATION [*]

41. CARD CARRIER CUSTOMIZATION-Create special template for card carrier [*]

Schedule K Page 9 of 11

CERTEGY CARD SERVICES, INC.
Card Services For Credit Unions, Inc.
Schedule K
Services and Fees for BASE2000 Full Service Credit Card Processing
Effective March 1, 2004

42. ▇▇▇▇▇▇▇▇▇▇.▇▇▇.

eZCardInfo is a service that provides cardholders access to their credit
card information via the Internet. Cardholder functionality includes the
ability to view account balance, transaction and historical statement
information and to pay their monthly credit card invoice on-line.

[*] [*]

[*]

43. READI REVIEW. (Optional Service) [*]

Readi-Review(sm) Plus enables the Credit Union to manage credit risk and
opportunity within the card portfolio by assigning a Beacon Risk Score and
a Credit Grade score to existing card accounts. This information helps
Credit Union evaluate and predict future credit performance and predict the
likelihood of bankruptcy, charge-off, loan default or serious delinquency.
Readi-Review(sm) Plus is available in two options, the Full Portfolio
Review analyzes all accounts to determine which accounts meet requirements
for additional products, services or credit line changes. The Reissue
Review works with other pre-determined reissue criteria to provide a
complete picture before the plastic is reissued. Either option - Full or
Reissue - provides critical information to manage opportunities and risks
within a portfolio.

Schedule K Page 10 of 11

CERTEGY CARD SERVICES, INC.
Card Services For Credit Unions, Inc.
Schedule K
Services and Fees for BASE2000 Full Service Credit Card Processing
Effective March 1, 2004

44. ULTRAGRAPHICS LOGO SETUP FEE FOR PLASTICS EMBOSSING.

a. Camera Ready Artwork [*]

b. Non-camera ready artwork [*]

Schedule K Page 11 of 11

CERTEGY CARD SERVICES, INC.

CARD SERVICES FOR CREDIT UNIONS, INC.

SCHEDULE L

SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS

EFFECTIVE MARCH 1, 2004

(CERTEGY LOGO)

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE L
SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

1. FEES SETTLED DAILY.

1.1 ANNUAL, LATE AND OVERLIMIT FEES, MEMBER PAY INSURANCE AND MEMBER
PAY CARD ENHANCEMENTS. [*]

1.2 PAYMENT RECEIPT - CERTEGY PERFORMS. Certegy performs customer service.

a. ACH [*]

b. Remote Entry [*]

2. SELF-ADMINISTERED FEES.

[*]

2.2 TRANSACTION LEVEL PROCESSING.

Includes use and maintenance of multiple billing plans at the account
level.

a. Screening [*]

b. Posting (applies only to transactions which qualify for a
transaction level price plan) [*]

[*]

2.3 PAYMENTS. Self-Administered Credit Union receives and enters [*]
payments.

Certegy posts those payments to a cardholder account.

Schedule L Page 1 of 11

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE L
SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

2.4 LOCKBOX PAYMENTS. Certegy processes lockbox payments.

[*]

MONTHLY FEES

3. PLASTICS.

3.1 EMBOSSING. (Excluding plastic and postage/delivery). Includes: [*]

a. Embossing and encoding of plastic

b. Card Carrier

c. Envelope

d. Inserting

3.2 PIN GENERATION-REGULAR. (Excluding postage/delivery). Includes: [*]

a. Generation of Personal Identification Number ("PIN")

b. PIN Mailer

3.3 IVR PIN CUSTOMIZATION. [*]

Includes: IVR call

3.4 RETURNED PLASTICS. (Excluding postage/delivery). Includes: [*]

a. Handling of return mail

b. Sending mailer, plastic and returned envelope to Credit Union
via certified mail.

3.5 SPECIAL REQUESTS. (Excluding postage/delivery). Includes: [*]

a. All items listed under "Embossing"

b. Receipt and handling of request

c. Walk through of plastic to insure 24 hour turnaround on normal
business days.

Schedule L Page 2 of 11

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE L
SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

3.6 CARD ACTIVATION. (Optional Service) The following fee schedule will
apply per credit card account issued, reissued or converted to
Certegy, whether the card is activated, activation is declined or no
activation attempt is made at all:

[*]

4. MASTER FILE MAINTENANCE.

4.1 NEW ACCOUNTS. Includes:

a. Off-Line [*]

(i) Data capture of all new account information from new
account form

(ii) Visual verification of all data entered to insure
accuracy

b. On-Line - Data capture of all new account information [*]

4.2 FILE CHANGES. Includes:

a. Off-Line [*]

(i) Data capture of all changes to the cardholder accounts
from master file change forms

(ii) Visual verification to insure accuracy

b. On-Line - Data capture of all changes to the cardholder
accounts [*]

4.3 RECORD RETENTION. [*]

No originals of credit card paper shall be retained by Certegy.
Computer storage during all or any portion of a month of each
credit card account issued by Credit Union (including charged-off
accounts) that appears on Credit Union's master file maintained by
Certegy as well as capturing all transactions and reports by
either imaging, microfilm or microfiche as determined by Certegy
in its sole discretion and retaining for the time period that is
required by Visa and MasterCard.

4.4 SPECIAL CHANGES. (Those taken by phone requiring immediate
attention). Includes: [*]

a. All items under "file changes"

b. Walk though of change to insure immediate input

c. Temporary credit increases

Schedule L Page 3 of 11

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE L
SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

5. COMPUTER PRINTOUTS.

5.1 NOTICES. Includes: [*]

a. Printing of Notice

b. All forms

5.2 ADDITIONAL NOTICE/LETTER PAGES. [*]

Applies to each printed notice/letter page after the first page of
multiple page letters and notices.

5.3 REPORTS. (Paper) Includes: [*]

a. Cardholder journal MC 101

b. Cardholder posting journal MC 103

c. Cardholder posting summary MC 104

* Per month per Credit Union

6. CREDIT CARD AUTHORIZATION FEE. Applies to each Authorization Request.

[*]

7. LOST/STOLEN CARD STATUSING. Includes: Certegy taking call and statusing
account [*]

8. RETRIEVALS FROM MASTERCARD OR VISA OR LOCAL TO LOCAL. Both MasterCard and
VISA rules require the processor to provide copies of original and
microfilm transactions. Certegy's fees for performing those tasks will be
in conformance with its published schedule, which is currently,

Standard Electronic/
Original Copy Facsimile
-------- ----------- ---------

VISA [*] [*] [*]
MasterCard [*] [*] [*]

Schedule L Page 4 of 11

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE L
SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

9. PREMIER STATEMENT PREPARATION. Includes:

a. Preparation of cardholder statements monthly

b. All forms and envelopes for statements

c. Inserting and handling of statements

[*]

d. Customization fee (including addition of logos) [*]

10. SPECIAL INSERTS FOR STATEMENTS. [*]

Includes physical stuffing of promotional pieces with the monthly
statement. [*]

11. MESSAGES FOR STATEMENTS. [*]

Includes automatic messages for all Credit Unions as well as customized
messages. [*]

12. ON-LINE COLLECTION SYSTEM.

12.1 MONTHLY SERVICE CHARGE. [*]

Provides Interface with Collection Management System [*]

12.2 RECORD RETENTION. [*]

Per account per month on the Collection Management System (Credit
Union Parameter Driven) [*]

12.3 PER ACCOUNT ACCESS FEE. Per inquiry into the On-Line Collection
System [*]

13. ON-LINE SYSTEM ACCESS.

a. Service View interface to the bankcard system [*]

b. CollectorView interface to collection system [*]

14. ON-LINE COLLECTION SYSTEM LETTERS.

14.1 ON LINE COLLECTION SYSTEM LETTERS. [*]

a. Standard Letter Services

b. Custom Letter Services

c. Printing of Letters

d. All Forms

Schedule L Page 5 of 11

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE L
SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

14.2 ADDITIONAL PAGES. Applies to each page after the first page of
multiple page letters [*]

15. CREDIT BUREAU REPORTING. [*]

Includes creating tape and forwarding to the Credit Bureaus designated
by Credit Union. [*]

* Per month per Credit Bureau per prefix.

16. BILLING ERROR AND DISPUTE PROCESSING. (Optional Services)

16.1 CUSTOMER ENTERED CHARGEBACK OR RETRIEVAL VIA ON-LINE ENTRY. [*]

16.2 CERTEGY ENTERED CHARGEBACK OR RETRIEVAL. [*]

16.3 CERTEGY BASIC BILLING ERROR SERVICES.

All cardholder contact (written and phone calls) is handled by Credit
Union. Certegy performs each dispute phase as required and corresponds
with institution to enable Credit Union to maintain account and
communicate with cardholder:

[*]

16.4 CERTEGY ENHANCED BILLING ERROR SERVICES. Certegy handles all
cardholder contact. This includes: receiving written disputes;
handling phone calls for dispute initiation purposes; managing dispute
status; creating and mailing cardholder letters including postage, and
communication with Credit Union to enable account maintenance.

[*]

16.5 CERTEGY FRAUD SERVICES. [*]

Services include recovery of fraudulent transactions, all phases of
the chargeback cycle, obtaining affidavits, and providing a close out
package to the Credit Union outlining final fraud balance for charge
off or insurance claims.

Schedule L Page 6 of 11

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE L
SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

17. SELF-ADMINISTERED BANK TELEPHONE CUSTOMER SERVICE. (Optional Services)

17.1 AFTER HOURS TELEPHONE CUSTOMER SERVICE. [*]

Includes telephone customer service outside of normal business hours.
After hours customer service is provided 5:00 p.m. to 7:00 a.m. Monday
through Friday and 7:00 a.m. to 9:00 p.m. Saturday. Closed on Sunday.

17.2 HIGH-VOLUME CARD CUSTOMER SERVICE FEE. [*]

This fee will apply to after hours customer service for any program
targeted to a customer segment that generates a high volume of
customer service calls (i.e. secured cards, sub-prime or any high
fee/low credit line program).

17.3 PREMIUM CUSTOMER SERVICE. [*]

[*]

17.4 VIP CUSTOMER SERVICE. [*]

[*]

18. [*]

SPECIAL

19. CERTEGY INTERNAL CONVERSION FEE. [*]

Applies to projects to convert whole or partial portfolios from other
Certegy card platforms to the BASE2000 card platform.

20. [*]

21. ONE-TIME ON-LINE TERMINAL AND COMMUNICATIONS SET UP FEE. [*]

(at Credit Union's request)

* Plus out-of-pocket expenses (airfare, accommodations, meals, etc.)(to be
absorbed by Credit Union).

Schedule L Page 7 of 11

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE L
SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

22. ON-SITE TRAINING FOR CUSTOMER SERVICE. [*]

(at Credit Union's request)

* Plus out-of-pocket expenses (airfare, accommodations, meals, etc. to be
absorbed by Credit Union).

23. AUDIT CONFIRMATIONS. (Excluding postage) Includes:

a. Preparing and mailing audit confirmations upon written request [*]

b. Per account confirmation [*]

* Per Credit Union per audit request

24. STANDARD TAPE. [*]

25. NAME/ADDRESS LABELS. [*]

26. OTHER SPECIAL SERVICES. [*]

27. PASS THROUGH FEES. (Note: Pass though fee items are not included in monthly
minimum totals.) All fees and increases incurred by Certegy for the items
listed below shall be passed on to Credit Union.

27.1 COMPUTER REPORTS*. Includes:

a. Cardholder Package, including cardholder settlement and
statistical data as well as statement information [*]

b. Business Card Package [*]

* Per month per Credit Union BEN/ICA, additional copies at $0.25 each [*]

27.2 COURIER. Includes: [*]

a. All cost of courier for delivery of media or reports to and from
Credit Union.

b. If U.S. Mail is used, all postage costs are borne by Credit
Union.

27.3 POSTAGE. Includes all first class postage associated with mailing
of plastics, statements, notices or other mailings requested by
Credit Union. [*]

27.4 POSTAGE PRE-SORT REBATE. (Qualifying items) [*]

This is a rebate to Credit Union for current first class mail rate for
qualifying statements, as identified by Certegy.

27.5 ELECTRONIC WARNING BULLETIN LISTINGS. Includes: [*]

a. Visa/MasterCard charge for listing on the Electronic Warning
Bulletin.

b. Charges for listing in the printed warning bulletin for regions
outside the U.S.

Schedule L Page 8 of 11

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE L
SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

27.6 "CALL ME" TRANSACTIONS. Includes the additional authorization [*]
referral calls on questionable sales as requested by non-Certegy
card issuers for which a fee is paid by the non-Certegy card
issuer.

27.7 OTHER MASTERCARD AND VISA FEES. ASSESSMENTS AND OTHER SERVICES. [*]

Credit Union shall be responsible for all MasterCard and VISA fees,
dues and assessments related to the cardholder services provided to
the card issuing members (e.g., "Please Call Fees").

28. AD HOC REPORTING [*]

29. EXTENDED ON-LINE STATEMENT HISTORY.

Provides on-line statement history viewing. Fee is per account per
month.

2 months plus current cycle [*]
6 months plus current cycle [*]
12 months plus current cycle [*]

30. NEURAL NETWORKS. (Optional Service) [*]

a. Falcon(R)

b. TRIAD

31. INTERFACE TO THIRD PARTY.

Providing a daily transmission of cardholder data to the institution or the
institution's authorized processor.

31.1 SIGN-UP FEE.

a. Direct Connection to Certegy [*]

b. Connection through processor [*]

31.2 MONTHLY MAINTENANCE FEE.

a. Direct Connection to Certegy [*]

b. Connection through processor [*]

31.3 TRANSACTION FEE

Assessed on each posted transaction

[*]

32. FRAME RELAY [*]

Schedule L Page 9 of 11

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE L
SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

33. E-REPORTS

a. Implementation Fee [*]

b. Monthly Maintenance [*]

c. Per Page [*]

d. Recreate [*]

34. VERIFIED BY VISA and/or MasterCard SecureCode.

a. Visa issuer credit program monthly per bank fee [*]

b. MasterCard issuer credit program fee [*]

c. Enrolled account hosting and maintenance

Number of Accounts Fee Per Account
------------------ ---------------

1 - 5,000 $0.0500
5,001 - 10,000 $0.0475
10,001 - 25,000 $0.0425
25,001 - on up $0.0375

d. Authentication request [*]

35. ▇▇▇▇▇▇▇▇▇▇.▇▇▇

eZCardInfo is a service that provides cardholders access to their credit
card information via the Internet. Cardholder functionality includes the
ability to view account balance, transaction and historical statement
information and to pay their monthly credit card invoice on-line

[*] [*]

Schedule L Page 10 of 11

CERTEGY CARD SERVICES, INC.
CARD SERVICES FOR CREDIT UNIONS, INC.
SCHEDULE L
SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

[*]

Administrative Change [*]

Banner Advertisement Add, Change or Delete [*]

36. MANUALS/CD - ROM. [*]

37. READI REVIEW. (Optional Service) [*]

Readi-Review(sm) Plus enables the Credit Union to manage credit risk and
opportunity within the card portfolio by assigning a Beacon Risk Score and
a Credit Grade score to existing card accounts. This information helps
Credit Union evaluate and predict future credit performance and predict the
likelihood of bankruptcy, charge-off, loan default or serious delinquency.
Readi-Review(sm) Plus is available in two options. The Full Portfolio
Review analyzes all accounts to determine which accounts meet requirements
for additional products, services or credit line changes. The Reissue
Review works with other pre-determined reissue criteria to provide a
complete picture before the plastic is reissued. Either option - Full or
Reissue - provides critical information to manage opportunities and risks
within a portfolio.

38. ULTRAGRAPHICS LOGO SETUP FEE FOR PLASTICS EMBOSSING.

a. Camera Ready Artwork [*]

b. Non-camera ready artwork [*]

Schedule L Page 11 of 11

Exhibit 10.6 PORTIONS OF THIS EXHIBIT WHICH ARE INDICATED BY "[*]" HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 2004 RESTATED CSCU CARD PROCESSING SERVICE...

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