CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”. THE SERVICE LEVEL SCHEDULE, EXHIBIT A AND THE RISK ADDENDUM HAVE BEEN OMITTED AND NOTED WITH “****” BASED ON A REQUEST...

Exhibit 10.12

CONFIDENTIAL TREATMENT REQUESTED

INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH “****”.
THE SERVICE LEVEL SCHEDULE, EXHIBIT A AND THE RISK ADDENDUM HAVE BEEN OMITTED AND NOTED WITH “****” BASED ON A
REQUEST FOR CONFIDENTIAL TREATMENT.

AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE
SECURITIES AND EXCHANGE COMMISSION.

Execution Version

MASTER  SERVICES AGREEMENT

This Master Services Agreement dated as of June 30, 2009, is made between Fifth Third Bancorp, an Ohio corporation, on behalf of itself and its subsidiary depository institutions, having its principal office at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇  ▇▇▇▇▇ (collectively “Customer”) and Fifth Third Processing Solutions, LLC having its principal office at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇  ▇▇▇▇▇ (“Vendor”).  For the mutual promises made herein and other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, Vendor and Customer hereby agree as follows which shall be effective on the date first stated in this Agreement  (“Effective Date”):

1.                DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings set forth below:  (a) “Agreement” shall mean this Master Services Agreement and each Addendum executed by both parties and attached hereto or referenced in this Agreement, and all documents and other materials incorporated herein by reference;  (b) “Addendum” or “Addenda” shall mean the addenda executed by both parties and incorporated herein or referenced in this Agreement, which, together with this Master Services Agreement, describe the terms under which the data processing services will be provided by Vendor to Customer, and the fees to be charged therefor;  (c) “Services” shall mean the services, functions and responsibilities provided by Vendor to Customer as described in the Agreement and the Addenda; and, (d) other defined terms applicable to this Agreement and each Addendum will be contained in the “Core Services Addendum” or such other Addendum entered into from time to time by Vendor and Customer and incorporated therein.  In the event of an inconsistency between the terms of any Addenda and the terms in the Master Services Agreement, the terms in the Addenda shall control.  The parties agree that all Addenda shall be incorporated herein and made part of this Agreement.  This Master Services Agreement contains the general terms and conditions applicable to each Addendum.  Each Addendum describes the specific Services to be provided by Vendor to Customer and supplements the Master Services Agreement.

2.                SERVICES

(a)          Vendor’s Obligations.  Vendor will perform the Services as set forth in the Agreement and the Addenda.  The parties expressly acknowledge that prior to the Effective Date, Vendor was a part of Customer and providing the Services to Customer.  It is expressly agreed that on and after the Effective Date that, unless otherwise specified herein, the Services shall be provided in a manner that is substantially the same as Vendor’s historical practices and procedures of providing the Services as the Services were being provided prior to the Effective Date.  Vendor may make changes in the Services based upon, but not limited to, technological developments, legislative or regulatory changes, or the introduction of new services by Vendor, provided that such changes do not result in a material degradation, diminishment or reduction in any of the Services or their functionality, accuracy, or timeliness or, except in the case of new services which are introduced, result in a material change in cost to Customer.  Vendor will use its reasonable best efforts to notify Customer of any such changes that will materially affect Customer at least **** days prior to the implementation date of any such change.  Customer may request new services and Vendor and Customer will work in good faith to estimate the time and costs of any such service but Vendor shall be under no obligation to provide such services except as specifically agreed in writing.  Vendor will notify Customer in writing within **** days of such request whether Vendor will provide such new service along with the estimated time and costs.

(b)         Exclusivity; Exceptions.  Unless otherwise excluded by the terms of the Core Services Addendum or other Addendum, the parties agree that Vendor shall be the exclusive provider to Customer and each of its depository institution affiliates of the Services described in the Core Services Addendum and any other Addenda to this Agreement (except as specifically set forth in such Addenda).  Vendor and Customer  agree to work together to manage the Optional Services and Obsolete Services (each defined below) utilized by Customer under this Agreement ****.  In the event Customer desires to discontinue or internally process an Optional Service or discontinue an Obsolete Service, Vendor may require ****  because of the discontinued Optional Service or Obsolete Service. Customer agrees that to the extent it discontinues the use of Obsolete Services ****.  “Obsolete Service” means any service that Customer has either replaced with a new service provided by Vendor or would no longer otherwise provide such service due to market or product development obsolescence, which shall not at any time include the  Core Services.  “Optional Service” shall mean those Services so designated upon the mutual consent of Vendor and Customer. Notwithstanding anything in this paragraph, Vendor agrees that Customer may obtain any Service provided under this Agreement from another provider (or Customer may perform such services for itself) (i) in the event of a Force Majeure Event (as defined below) which prevents Vendor from performing such Service but only for so long as Vendor is so prevented (it being understood that upon the resolution of the Force Majeure Event, Vendor shall promptly recommence being Customer’s exclusive provider of the Services, and Vendor shall reimburse Customer for any documented reasonable out of pocket costs, including any applicable fee, penalty and transition costs, which shall include, but are not limited to, any termination payment with the other service provider in connection with converting back to Vendor); (ii) if Vendor completely fails to perform any such Service; or (iii) with respect to the acquisition of a Future Affiliate (as defined below) or branches or offices thereof, subject to an existing arrangement with another processor with respect to such Services as set forth in (c) below.  In the event that the Customer obtains any Service from a party other than Vendor or performs any Service for itself pursuant to the exceptions in this Section 2(b) above, then, in the event that Vendor subsequently provides such Service, Vendor, in its sole discretion, may elect to cause Customer to use Vendor exclusively for such Service, provided, however, should Vendor make such election Vendor hereby agrees, and shall further agree in writing following such election, that Vendor shall reimburse Customer for any documented applicable fee, penalty and transition costs, which shall include but are not limited to any termination payment, conversion and deconversion costs and expenses that Customer is contractually obligated to pay to the party then providing such Service to Customer and Customers documented internal time and materials costs, but shall not include any fees paid by Customer to such third party for such replacement services.  At Vendor’s request Customer shall provide an estimate of the amount which Vendor will be required to reimburse Customer pursuant to the preceding sentence prior to Vendor determining whether to exercise the rights therein; provided that such estimate will not be a

limit on the amount due Customer in the event of any such termination.

(c)          Affiliate Servicing.  Customer is a parent or holding company for various financial institutions and has executed, and is empowered to authorize, the Agreement on behalf of itself and such financial institutions so that each of its affiliated financial institutions does not have to enter into a separate agreement.  “Affiliate” or “Affiliates”, as used herein, shall mean a retail and/or commercial banking, financial institution in which more than fifty percent (50%) of the equity or stock of such institution is either owned by or directly controlled by Customer (or any successor).  Notwithstanding the foregoing, Vendor and Customer agree that Customer shall be liable for the obligations of each Affiliate and each Affiliate shall be liable for its own obligations, but shall not be jointly liable to Vendor for obligations of Customer or any other Affiliate.  Vendor shall maintain records and segregate the transactions and settlement by individual Affiliate entity using the acronyms for such Affiliate designations as agreed upon by Customer and Vendor.  In the event Customer acquires any other Affiliates after the Effective Date (“Future Affiliate”):

(i)             if such Future Affiliate is not receiving services similar to the Services from any source at the time of the acquisition or at such later time as it ceases to receive such similar services as contemplated by clause (ii) below, then the Future Affiliate shall receive the Services from Vendor pursuant to this Agreement.

(ii)          if such Future Affiliate is receiving services similar to the Services hereunder pursuant to another agreement, Customer shall not be required to terminate such pre-existing agreement if it would be required to pay termination fees or other penalties in order to terminate such other agreement and/or convert such Future Affiliate to the Services hereunder, provided, however, that Vendor may, in its sole discretion, elect to direct such Future Affiliate to terminate such other agreement provided, however, should Vendor make such election Vendor hereby agrees, and shall further agree in writing following such election, that Vendor shall reimburse Customer for any documented applicable fee, penalty and transition costs borne by Customer or such Future Affiliate and payable to such third party service provider in connection with termination, which shall include but will not be limited to any termination payment, conversion and deconversion costs and expenses that Customer is contractually obligated to pay to such third party service provider and Customer’s documented internal time and materials costs.   At Vendor’s request Customer shall provide an estimate of the amount which Vendor will be required to reimburse Customer pursuant to the preceding sentence prior to Vendor determining whether to exercise the rights therein; provided that such estimate will not be a limit on the amount due Customer in the event of any such termination.

Not in limitation of the foregoing, in the event Customer or any of its Affiliates acquires, is acquired or merges with any banks, other entities, branches or businesses that have entered into an agreement to provide services similar to the Services with a third party other than Vendor, whether or not Customer or its applicable Affiliate is the surviving bank or entity (a “Bank Transaction”), then the successor or those merged or acquired banks, other entities, branches or businesses may continue to receive such services under their existing contracts or agreements (the “Existing Agreements”) for the duration of those contracts or agreements; provided, however, that: (A) if directed to do so by Vendor, Customer (or its successor) will terminate such contract and Vendor will pay any and all termination, conversion or other fees, costs and expenses (including reasonable attorney’s fees and court costs) and will assume any and all liabilities associated with such termination; (B) Customer (or its successor) shall terminate or not renew all such contracts or arrangements as soon as reasonably possible if such termination may be accomplished without the payment of fees or the occurrence of any other penalty or liability; provided that Vendor shall remain liable for any liabilities and expenses incurred by Customer as contemplated pursuant to subsection (A) above; (C) any new branches or businesses created after the date of such merger or acquisition shall receive Services from Vendor pursuant to the terms of this Agreement as though originally a part of Customer as of the date hereof under this Agreement; and (D) all banks, branches and other entities of Customer in existence immediately prior to the time of such merger or acquisition shall continue to receive Services from Vendor pursuant to the terms of this Agreement.

(iii)       In the event Customer acquires banks, branches or businesses processing under an existing contract between the acquired entity and Vendor, Customer shall be entitled to utilize the lower of the pricing contained in such agreement for the acquired entity for the remainder of the term of that agreement or allow the acquired entity to utilize the pricing under this Agreement for Services hereunder without penalty under the existing agreement.

(iv)      In the event of any conversion of a Future Affiliate to Vendor’s system and/or the Services, except as permitted by the proviso to this sentence and Section 2(c)(ii) above, such conversion shall be at no charge to Customer or such Future Affiliate and Vendor further agrees to afford and provide Customer with priority consideration and priority scheduling, at least as favorable as that generally provided to Vendor’s large financial institution customers, in the conversion of such Future Affiliate, provided that Vendor shall be permitted to charge such Future Affiliate for actual costs borne by Vendor in connection with such conversion.

(d)         Each party shall appoint a relationship manager to manage the administration of this Agreement and any Addenda by that party and serve as the primary contact person for all matters arising under this Agreement, provided that such relationship manager shall not be required to be dedicated solely to such function or to Customer.  The relationship managers shall meet periodically but not less than monthly to discuss matters related to this Agreement including any service level or performance issues.  Customer shall be entitled to participate in any committees or user groups of Vendor in which other comparable customers of Vendor are generally invited to participate.

(e)          Without limiting Vendor’s obligations hereunder, Vendor will not delegate, assign or otherwise arrange for the provision of all or part of the Services to be performed by an agent, contractor, supplier or vendor of Vendor (“Subcontractor”) without the prior written consent of Customer, such consent not to be unreasonably withheld, conditioned or delayed.  It shall not be considered unreasonable for Customer to withhold its consent if, in the reasonable good faith opinion of Customer (supported by the reasoned judgment of counsel) it would cause a violation of applicable laws or regulations or if the proposed Subcontractor is a director competitor of Customer; provided, however, that Vendor shall not be required to obtain Customer’s consent in the event such Subcontractor is approved for use by Customer as of the date of this Agreement.  In the event Customer consents to a Subcontractor, Vendor’s written agreement with such Subcontractor shall include provisions that ensure that such Subcontractor have in place the technological, physical and organizational security safeguards to protect confidential information of Customer and customers of Customer against anticipated threats or hazards, loss, theft, unauthorized access, disclosure, copying use, modification, disposal and destruction of confidential information and will cause any Subcontractor to adhere to the requirements of this Agreement.  Vendor agrees that its obligations hereunder are not relieved or diminished in the event of the errors or omissions of a Subcontractor and that Vendor is responsible for the performance, acts and omissions of any Subcontractor.  No Services will be performed outside the United States (including those of Subcontractors) without the express and prior written consent of Customer, which consent shall not be unreasonably withheld or delayed, giving consideration to the diligence requirements of Customer as a regulated entity.

(f)            Vendor represents, warrants and covenants that it is Payment Card Industry Data Security Standard (“PCI DSS”) compliant as required by the card associations and Networks and will remain PCI DSS compliant for applicable card associations and Networks during the term of this Agreement, all Services will be provided in compliance with the Network Documentation and will comply with all applicable bylaws, operating regulations and rules of the same.

3.                TERM

The term of this Agreement shall commence June 30, 2009, and shall continue thereafter for the term set forth in the Core Services Addendum attached hereto and incorporated herein by reference,

unless earlier terminated in accordance with this Agreement or any Addendum.

4.                FEES AND PAYMENTS

(a)          The Customer shall pay to Vendor for the Services performed, the fees and expenses at the rates set forth in the Fee Schedule to the Core Services Addenda, which shall be described on a Vendor’s Services Invoice. Such invoice shall be issued monthly for Services rendered during the prior month no later than the **** day of each calendar month.  Vendor shall provide such invoices segregating charges and amounts owed by individual Affiliate entity using the acronyms for such Affiliate designations as agreed upon by Customer and Vendor.  Such invoices shall provide customary detail and backup in a manner sufficient to determine the accuracy and validity of the billing.  Customer may request reasonable additional information with such detailed summary. Customer shall pay the amount of such invoice by having Vendor debit, via ACH, Customer’s billing account upon delivery of the invoice.  Amounts due to or from each party hereunder may be netted on invoices provided an appropriate description appears on the invoices. Customer shall supply Vendor with a demand deposit account (DDA) for such payment and shall ensure that there are sufficient funds in such DDA to satisfy all open invoices which have been delivered to the Customer.  Third party fees specified in an Addendum may be passed on to Customer, together with, if Vendor so elects, **** with respect to similar third party fees.  It is the responsibility of Vendor to accurately invoice Services provided under this Agreement.  Notwithstanding that Customer has paid any invoice, Customer shall have the right to dispute any amount for a period of sixty (60) days from the date of the invoice on which such amount appeared.  To the extent any dispute is ultimately resolved in the Customer’s favor, Vendor shall refund to Customer the applicable disputed amount plus daily interest at the applicable federal funds rate beginning to accrue as of the date of payment by Customer.  Vendor may not increase the fees during the first **** (****) **** of the Initial Term of any Addendum, excluding any price increase due to increased taxes as described in Section 15, increased fees or assessments imposed by third party providers such as, but not limited to, telecommunication companies and national or regional network switch providers (“Third Party Increases”).  After the first **** (****) **** of the Initial Term, Vendor may change, at its discretion, any fee upon notice to Customer; provided, however, that any increase in prices for existing recurring Services shall not exceed the lesser of **** percent (****%) per annum, or **** percent (****%) of the change, expressed as a percentage in the official Consumer Price Index (“CPI”) (CPI=the annual percentage increase in the Consumer Price Index of All Urban Consumers (CPI-U) United States City Average, as published by the U.S. Department of Labor, Bureau of Labor Statistics, Chain-type Price Index, as published by the U.S. Department of Commerce Bureau of Economic Analysis or any successor thereto (for the most recent 12 month period for which data is available), in any calendar year, excluding any Third Party Increases.  Vendor agrees that Vendor may not add any new fees or line items to the current fee schedule at any time during the Term without the written agreement of Customer; provided that Vendor may add new third party fees required to be passed through to Customer and where applicable, assess such fees retroactively, in any case upon notice to Customer and, upon Customer’s request, provision to Customer of evidence of such increase that is reasonably satisfactory evidence to Customer .    Any Third Party Increases are on a pass through basis together with, if Vendor so elects, **** with respect to similar Third Party Increases.

(b)         Notwithstanding any other provisions of this Section 4, in the event that by virtue of any law, rule, or regulation now existing or hereinafter enacted, Vendor or Customer becomes obligated to change in any fashion its manner of doing business in order to comply with such law, rule or regulation and Vendor incurs any increased cost by virtue thereof, Vendor may increase its fees to Customer as necessary to offset such increased costs to the extent such costs are related to Customer.  If such increased costs affect Customer and other customers of Vendor, any such increased costs shall be allocated among all affected customers of Vendor on a reasonable basis.  Any increased fees hereunder, shall not be taken into account for purposes of any price adjustment.

(c)          Any fee that is not paid when due shall bear interest at **** per month but in no event more than the highest interest rate permitted by law.  For the avoidance of doubt, this clause (c) shall in no way limit Vendor’s ability to exercise its other remedies hereunder following a failure by the Customer to comply with this Section 4.

5.                TITLE TO THE SERVICES

Unless specifically set forth in an Addendum to the contrary, Customer agrees it is acquiring only a limited, nontransferable, non-sublicensable, non exclusive right to use the Services; provided, however, that this shall not limit Customer’s rights to use the Services among Customers’ affiliates.  Vendor shall at all times retain exclusive title to the Services, including without limitation, any materials delivered to Customer hereunder and any invention, development, product, intellectual property, technology, content, trade name, trademark, service ▇▇▇▇, software program, or derivative thereof, developed in connection with providing the Services or during the term of this Agreement.  Notwithstanding the foregoing, Vendor obtains no right, title or interest to (i) confidential information provided by Customer about Customer, its business or the transactions or confidential information of Customer’s customers pursuant to this Agreement or (ii) data of Customer or Customer’s customers, provided that Customer shall grant Vendor access to Customer’s systems to receive the Services.  Customer hereby grants to the Company a license during the term of this Agreement to so access Customer’s systems and to use any such such information and data in connection with Vendor’s performance of its obligations hereunder.  Vendor represents, warrants and covenants that, to its knowledge, the Services and any related materials, product, content, Software and any Confidential Information supplied by Vendor do not infringe upon any patent, copyright trademark or other proprietary information or intellectual property right of any third person.  In the event of any claim of infringement (or reasonable basis for such a claim pursuant to the opinion of Vendor’s counsel), Vendor may either continue to provide the Services to Customer with non-infringing systems of equal functionality, obtain the right to continue to provide the Services to Customer, or discontinue the Service.

6.                CONFIDENTIAL INFORMATION

(a)          Confidential Information Supplied by Vendor.  Customer acknowledges that the methods, techniques, programs, devices and operations of Vendor are of a confidential nature, and are valuable and unique assets of Vendor’s business.  During the term of this Agreement and following the expiration or termination thereof, Customer shall not disclose any such confidential information to any person or entity, other than to those employees and agents of Customer who participate in the performance of this Agreement and need access to such information, and/or governmental agencies that regulate and examine Customer, provided however, Customer may disclose information it receives as may be required by any federal, state or local ordinance, any regulation or directive of any governmental agency or any court order or legal process upon prior written notice and consent of Vendor.  Upon the later of the expiration/termination of this Agreement and the date Customer is no longer required to maintain such confidential information for governmental/regulatory compliance, Customer shall either deliver to Vendor all confidential information of Vendor, and all copies thereof, relating in any way to the Services or to Vendor, whether delivered in physical paper version or electronically to Customer or, alternatively, certify in writing to Vendor that all such confidential information has been properly destroyed by Customer.  Customer acknowledges that it does not have nor can Customer acquire any right in or claim to such confidential information. Customer shall take all necessary steps, to cause its employees, agents, and third party auditors, to comply with the terms of this Section 6(a).  Customer acknowledges that Vendor shall be entitled to seek injunctive relief and any other remedies as may be available at law or in equity in the event Customer or its employees or agents violate the provisions contained in this Section 6(a).  The restrictions contained in this Section 6(a) shall not apply to any information which (i) becomes a matter of public knowledge, (ii) is independently developed by the Customer after the date hereof and without reference to any of the assets or the underlying information related to such assets transferred from Customer to Vendor pursuant to the Master Investment Agreement dated March 27, 2009, by and between Vendor, Fifth Third Bank, Advent-Kong Blocker Corp. and Fifth Third Processing Solutions, LLC,  or (iii) was independently developed

or received from a third party not under a confidentiality obligation or information already in possession without an obligation of confidence, other than through a violation of this Agreement or other agreements to which Vendor is a party (except to the extent that such information was available to the Customer and its affiliates as a result of Customer’s and its affiliates’ ownership of the business currently conducted by the Company prior to the date hereof).

(b)         In addition to the terms of the Risk Addendum to this Agreement, Vendor will make available a copy of Vendor’s designated, most recently published audit and review report performed by Vendor’s independent third party auditors including a SAS 70 Type II report (hereinafter “Audit Report”).  Vendor will address any major issues identified in such Audit Report that affects the Services.  Customer further acknowledges that any information disclosed to Customer during the term of this Agreement, in any way related to the Audit Reports, including but not limited to the specific contents and general results of such Audit Reports, shall be treated as confidential and proprietary in accordance with the foregoing paragraph, and shall be disclosed only to those employees who have a specific need to know, and, as required, those governmental/regulatory agencies that regulate and examine Customer.  Upon the later of the expiration/termination of this Agreement and the date Customer is no longer required to maintain such confidential information for governmental/regulatory compliance, Customer shall either return all copies, memoranda, materials, other papers and copies relating to the Audit Reports or, alternatively, certify in writing to Vendor that all such information has been properly destroyed by Customer.

(c)          Confidential Information Furnished by Customer.  In addition to Vendor’s execution of and compliance with the Consumer Confidentiality Agreement attached hereto and incorporated herein as Exhibit A, Vendor recognizes that in order to enable Vendor to provide the Services, Customer may disclose to Vendor certain confidential information concerning its business, accounts and customers.  Vendor acknowledges that this confidential information is valuable and a unique asset of Customer’s business.  During the term of this Agreement and following the expiration or termination thereof, Vendor will not use or disclose any such confidential information (other than to those employees and agents who need to access such information to directly participate in the performance of this Agreement).  Not limiting the generality of the foregoing or any obligation of Customer in this Agreement, Vendor for its part, and as may be required of Vendor by the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act  (“the GLB Act”) including any applicable guidelines issued pursuant to such Act and any other applicable privacy laws, rules and regulations (including the rules and regulations of card associations and Networks), will not use or disclose any “nonpublic personal information” (as defined in the GLB Act) information received from Customer in connection with providing the Services to unrelated and unauthorized third parties, other than as necessary to provide the Services or in the performance of the Agreement.  Provided, however, Vendor may disclose information it receives as may be required by any federal, state or local ordinance, any regulation or directive of any governmental agency, or any court order or legal process upon prior written notice to Customer.  Upon the expiration or termination of this Agreement and the data Vendor is no longer required to maintain for governmental/regulatory compliance purposes.  Vendor shall either deliver to Customer all confidential information of Customer and all copies thereof relating in any way to the Services or to Customer, whether delivered in physical paper version or electronically to Vendor, or alternatively, certify in writing to Customer that all such confidential information has been properly destroyed by Vendor.  Vendor acknowledges that it does not have nor can Vendor acquire any right in or claim to such confidential information.  Vendor shall take all “necessary steps” to cause its employees, agents and third party auditors to comply with the terms of this Section 6(c).  Vendor acknowledges that Customer shall be entitled to seek injunctive relief and any other remedies as may be available at law or in equity in the event Vendor or its employees or agents violate the provisions contained in this Section 6(c).  Vendor agrees that it maintains an information security program designed to (1) protect the security and confidentiality of Customer’s information, (2) protect against anticipated threats or hazards to the security or integrity of such Customer information; (3) protect against unauthorized access to or use of such Customer information that could result in substantial harm to the customers of Customer; and (4) provide for the proper disposal of Customer information.  Additionally, Vendor agrees that should there be any unauthorized disclosure of Customer information maintained by Vendor, Vendor shall promptly notify the Customer (in any event, within three Business Days) of such unauthorized disclosure promptly upon its discovery, take commercially reasonable and appropriate steps to prevent further unauthorized disclosure, assist in identifying the range of Customer’s information and customers who may have been impacted by such unauthorized disclosure and undertake (at its expense) remedial efforts and action or actions that may be required under applicable laws, rules and regulations such as customer notifications or assist Customer in such remedial actions (at Vendor’s expense).

(d)         Miscellaneous.  Customer acknowledges that Vendor shall not be responsible for the accuracy or adequacy of any information provided by Customer or its Affiliates to Vendor; nor shall Vendor be liable for any damage, loss or liability whatsoever resulting to Customer or its customers as a result of the inaccuracy or inadequacy of such information.  Each party’s respective confidentiality obligations described in this Section 6 shall survive any expiration and/or termination of this Agreement.

7.                TERMINATION BY CUSTOMER

(a)          Correcting Defects.  In the event that any materials or Services furnished by Vendor are inaccurate, incomplete, or incorrect, or in the event Vendor temporarily fails to provide the Services (collectively a “Defect”), Vendor may, at Vendor’s option, either correct the Defect (whether by reprocessing or re-performance of such Services including any data recovery until they are complete, accurate and correct, including any adjustments required thereby) without charge to Customer or effect an equitable reduction of the price paid or payable for the Services to which such Defect relates, provided that Vendor has received written notice of the Defect from Customer within **** days from the date on which Customer became aware or should have become aware of such Defect provided further, however, Vendor will not be liable to Customer for any Defect which first occurred, whether or not discovered by Customer, more than **** days prior to Vendor’s receipt of notice of the Defect.  Customer shall have no right to terminate the Agreement under this Section 7(a); provided that this sentence shall not affect any of Customer’s other rights under this Section 7.

(b)         Substantial Nonperformance.  In the event Customer reasonably believes that Vendor has substantially failed to provide a Service or otherwise fails to perform any term, condition or obligation hereunder (including any Addenda) in a manner that results in a material and adverse impact or effect on Customer, Customer will give to Vendor a written notice specifically describing the nature of such failure and the approximate date on which Vendor failed to so provide the Service or comply with such other term, condition or obligation.  Upon receipt of such notice, Vendor shall have **** (****) days to cure any such failure that has actually occurred, or such longer time as mutually agreed upon by the parties provided that if such non-performance cannot reasonably be cured within such period of time and so long as Vendor is acting reasonably diligently to cure such non-performance, then Vendor shall have up to **** (****) additional days following the expiration of such initial **** day cure period, to cure such non-performance. In the event Vendor fails to cure such failure within such time, Customer shall have a right to terminate this Agreement effective upon not less than **** days prior notice to Vendor.  Notwithstanding anything in this Section to the contrary, it shall be a material breach of this Agreement and Customer may terminate this Agreement in the event Vendor fails to complete and settle funds with Customer within **** (****) consecutive business days; provided that Vendor shall not be in breach to the extent that Vendor’s failure to settle results from a third party’s failure to settle or a Force Majeure Event.

Customer may terminate this Agreement with respect to service levels only if explicitly permitted to do so in the Service Level Schedule to the Core Service Addendum to this Master Services Agreement.  No failure of the Vendor to satisfy any service levels shall give rise to a termination right for the Customer pursuant to the first paragraph of this Section 7(b).

Upon a termination by Customer pursuant to the first paragraph of this Section 7(b), Vendor will reimburse Customer **** damages Customer

incurred as a result of Vendor’s nonperformance; provided, however, that such damages shall be subject to the limit on liability set forth in, and the other applicable provisions of, Section 9.  The obligations of Vendor under this Section 7 are conditioned upon:  (i) Vendor’s receipt of a notice of nonperformance from Customer as required in this Section 7; and, (ii) Vendor’s nonperformance is not (1) the result of any negligent, improper or prohibited act or omission of Customer, or their employees or agents, or any other factor not directly within the reasonable control of Vendor or (2) a result of the breach of this Agreement by the Customer or any of its Affiliates.  Customer shall promptly reimburse Vendor for any expenses incurred by Vendor in investigating or correcting any problem experienced by Customer, which is the sole responsibility of or exclusively caused by Customer.

(c)          Excused or Delayed Performance.  Neither party shall be deemed to be in default under this Agreement nor liable for any delay or loss in the performance, failure to perform, or interruption of any Services resulting, directly or indirectly, from: (in the case of Vendor’s performance) errors in data provided by Customer, criminal activity, labor disputes, fire or other casualty, governmental orders or regulations, acts of civil or military authority, national emergencies, acts of God, war, riots, acts of terrorism or any other cause, whether similar or dissimilar to the foregoing, beyond the commercially reasonable control of the non-performing party (any such event, a “Force Majeure Event”).  Upon the occurrence of a Force Majeure Event, performance by the non-performing party shall be excused until the Force Majeure Event has ceased and the non-performing party has had a reasonable time to again perform under the Agreement.  In such event, Customer may obtain substitute services for the duration of such event as set forth in Section 2.

(d)         Insolvency of Vendor.  In the event that Vendor becomes subject to any voluntary or involuntary bankruptcy, insolvency, reorganization or liquidation or similar proceeding, a receiver or conservator is appointed for Vendor, or Vendor makes an assignment for benefit of creditors, or admits its inability to pay its debts as they come due, Customer shall have the right to immediately terminate this Agreement upon written notice to Vendor.

(e)          Transition/Conversion.  In connection with the termination of this Agreement for any reason, Vendor and Customer will each assist the other in any orderly termination of this Agreement and the transfer of all data and information, assets, tangible or intangible, as may be necessary for the orderly conversion of Customer from Vendor and as further described in the Deconversion Schedule to the Core Services Addendum to this Agreement.  Notwithstanding anything to the contrary contained herein, in the event of the termination, expiration or non-renewal of this Agreement, upon the written request of Customer, Vendor shall continue to provide the Services to Customer under the same terms and conditions (including pricing then in effect) described in this Agreement and any applicable Addenda for up to **** months, commencing on the date of termination or expiration of this Agreement, but only if, as of the date of such termination or expiration, no Event of Default as defined in Section 8(a)(ii) has occurred and is not remedied within **** business days.  Termination of this Agreement by Customer shall not relieve Vendor from any liability or obligation to Customer arising prior to such termination, subject to the limitations on liability in this Agreement generally.  If Customer terminates this Agreement pursuant to Section 7(b), Vendor agrees that Customer shall not be obligated to pay Vendor any amounts to Vendor for Deconversion Services described in this Agreement or the Deconversion Schedule to the Core Services Addendum to this Agreement.

8.                TERMINATION BY VENDOR

(a)          Default by Customer.  Customer shall be in default under this Agreement upon the occurrence of any of the following events (“Events of Default”), and upon such occurrence, Vendor may at any time thereafter, terminate this Agreement as described below.

(i)                In the event that Customer or Customer Party (defined below) becomes subject to any voluntary or involuntary bankruptcy, insolvency, reorganization or liquidation or similar proceeding, a receiver is appointed for Customer (or any direct or indirect parent company thereof), or Customer (or any direct or indirect parent company thereof) makes an assignment for benefit of creditors, or admits its inability to pay its debts as they come due (in each case, an “Insolvency Event”), Vendor shall have the right to immediately terminate this Agreement upon written notice to Customer.

(ii)             In the event Customer fails to maintain **** in the deposit account required by Section 4 to pay fees, expenses or charges, subject to Customer’s dispute rights in Section 4, when they become due, after written notice of such nonpayment which is not corrected within **** (****) business days of receipt of notice from Vendor, Vendor may immediately terminate this agreement upon written notice to Customer, provided that  in the event of such failure of Customer to maintain **** in such demand deposit account, Customer shall pay interest on the amount  and for the duration of such insufficiency at an interest rate equivalent to ****.

(iii)          In the event Customer is in material default of any terms or conditions of this Agreement (other than Section 4) or any Addendum and such default continues for **** days after receipt of notice from Vendor describing such default or violation, unless within such ****-day period (or such longer period as Vendor may allow) Customer either corrects the default or, in the reasonable opinion of Vendor, initiates appropriate action to correct such default and thereafter diligently pursues to cure such default (provided that in any event any such default shall be cured within **** days of the notice thereof), Vendor shall have the right to terminate this Agreement effective upon **** days written notice to Customer.

(iv)         In the event of any (A) merger, consolidation or other business combination of any of the depository institutions affiliated with the Customer, each Future Affiliate or any of their respective direct or indirect parent companies (each, a “Customer Party”) that results in the stockholders of such Customer Party immediately before the consummation of such transaction holding less than 50% of the stock in such Customer Party or the surviving entity, as applicable, immediately following the consummation of such transaction, (B) sale or other transfer of capital stock representing 50% or more of the voting power of any Customer Party to a person or entity or group of related persons or entities, or (C) sale of all or substantially all of the assets of any Customer Party to which the Services relate (any such event, a “Change of Control”), Vendor shall have the right to terminate this Agreement effective upon **** days written notice to Customer, unless (I) the surviving entity in such Change of Control assumes all of Customer’s obligations hereunder in writing and (II) the level of fees paid to Vendor under the terms of this Agreement generally equal or exceed the level of fees as of the date of such Change of Control.

(b)         Termination. Termination of this Agreement by Vendor as provided in Section 8(a) above shall not relieve Customer from any liability or obligation to Vendor arising prior to such termination. Upon the occurrence of an Event of Default, and termination of this Agreement as a result thereof, Customer shall be liable to Vendor for liquidated damages in an amount equal to **** percent (****%) of the average amount of the monthly fees payable to Vendor (excluding third party fees and pass through fees) as a result of this Agreement for the **** (****)calendar months  with the highest amount of such fees during the preceding **** (****) calendar months preceding the date of such termination, multiplied by the number of months remaining during the then current term of this Agreement.  Customer and Vendor recognize and agree that the liquidated damages do not constitute a penalty and are reasonable in proportion to the probable damages likely to be sustained in the event of any such breach in view of the uncertainty and difficulty of predicting the amount of any actual damages.  All such amounts shall be due and payable by Customer on the effective date of termination notwithstanding that the Vendor may continue to provide services to the Customer for a limited period thereafter as contemplated by Section 7(e) or any Addendum.  In addition to, and not in limitation of the foregoing, Vendor may refuse to provide the Services in the event it has not been paid for the Services as provided in Section 4.

(c)          Notwithstanding any other provision in this Agreement, in the event that Customer fails to comply in any material respect with any applicable laws, Network Documentation as defined in any Addendum, or any other Network Rules, Regulations, Policies or Procedures, which failure has or may adversely affect Vendor, Vendor reserves the right to

refuse to perform the Services for Customer unless and until Customer has corrected its failure to comply.  Additionally, Vendor may, at its sole option, suspend that portion of the Services to which, based upon Vendor’s reasonable determination, there has been an occurrence or potential occurrence of illegal or wrongful activity, fraudulent use or attempted fraudulent activity by Customer or any significant wrongful activity, fraudulent use or attempted fraudulent activity by cardholder(s) of Customer or any other third party, and Customer has not, in Vendor’s reasonable determination taken sufficient steps to prevent further wrongful activity, fraudulent use or attempted fraudulent activity associated with such portion of the affected Services.

9.                LIMITS ON LIABILITY

EXCEPT THOSE EXPRESS WARRANTIES MADE IN THIS AGREEMENT, VENDOR DISCLAIMS ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  Without limiting the foregoing and without limiting Vendor’s right to receive liquidated damages pursuant to Section 8, neither party shall be liable to the other under this Agreement for lost profits, lost business or any incidental, special, consequential or punitive damages (whether or not arising out of circumstances known or foreseeable) suffered by the other, its customers or any third party in connection with the Services provided hereunder.  Vendor’s liability hereunder for each claim shall in no event exceed an amount equal to the lesser of (i) actual monetary damages incurred by Customer or (ii) fees paid for the Services excluding third party fees or pass-through fees for the immediately preceding **** (****) calendar months (or, if such fees have been paid for less than **** (****) months, based on the average of the last **** months multiplied by ****).  The foregoing limitation of liability shall not be applicable to Vendor’s liability for damages caused by Vendor’s (i) gross negligence or willful misconduct or violation of applicable laws, rules and regulation, (ii) failure, loss or incorrect settlement of funds,  or (iii) breach of any intellectual property representation and warranty in this Agreement (iv) breach of the confidentiality provisions of this Agreement, including Exhibit A and any Addenda; (v) fines or penalties assessed against Customer due to Vendor breach of card association or Network rules and regulations.  No cause of action, regardless of form, shall be brought by either party under this Agreement more than **** **** after the cause of action arose.

10.         CUSTOMER’S REPRESENTATIONS AND COVENANTS

Customer represents and warrants, on behalf of itself and its affiliated financial institutions, to Vendor:

(a)          That it will comply, and will cause its employees and agents and affiliated financial institutions, to comply, with all the terms of this Agreement and any Addendum, including any amendments thereto.

(b)         That each financial institution owned by Customer is a state and/or federally chartered financial institution licensed to do business in all applicable jurisdictions in which it conducts business, that it will comply in all material respects with all federal, state and local laws and regulations applicable to its business operations. Customer shall notify Vendor within 60 days of any change in Customer’s name, principal location or state and/or federal charter.

(c)          That it will be responsible for the quality, accuracy, and adequacy of all information supplied to Vendor to be input into Vendor’s system or otherwise provided to Vendor hereunder, and that it will establish and maintain adequate audit controls to monitor the quality and delivery of such data.

(d)         That it will review all reports made available to Customer.  Customer’s failure to reject any settlement oriented report within **** (****) business days of its receipt or any other report within **** (****) days of its receipt shall constitute acceptance of the report, subject to verification and audit.  Any such acceptance does not waive any rights of Customer in the event the Services were performed inaccurately or incorrectly or such reports contain errors that were caused by Vendor.

(e)          That it shall comply with all time deadlines, equipment and software maintenance and upgrading requirements which Vendor may reasonably impose on Customer from time to time.

(f)            That it shall solely be responsible for its record-keeping as may be required of it under any federal, state or local laws and regulations.  Notwithstanding the foregoing or any provision of the Risk Addendum to this Agreement, Vendor shall not be obligated to retain any reports provided to Customer for a period beyond **** calendar days after delivery, or availability as the case may be, of the report to Customer. Certain historical transaction records will be retained by Vendor, to the extent and for such time required by any laws or regulations applicable to Vendor or required of Vendor by a Network, and may be provided to Customer upon request at Vendor’s then standard fees.

(g)         That it will indemnify, defend and hold Vendor, and its directors, officers, employees, affiliates and agents, harmless from all proceedings, claims, liabilities and expenses whatsoever (including reasonable legal and accounting fees and expenses) arising out of the business of Customer or its customers, Customer’s failure to comply with any provision of the Network Documentation (as defined in any Addendum), or by reason of any breach or nonperformance of any provision of this Agreement or any Addendum on the part of the Customer, or its employees, agents or customers, except, however, to the extent such is due to the negligence, gross negligence, willful misconduct of or the breach of this Agreement by Vendor or any of its Affiliates.

(h)         That it will not knowingly solicit or hire Vendor’s employees for employment for a period of **** (****) **** from the Effective Date of this Agreement without obtaining the written permission of the Vendor. However, Customer shall not be in violation of the foregoing sentence, and Customer shall have the right, to solicit and/or hire an employee of Vendor in circumstances where Vendor’s employee responds to a general solicitation for employment, Vendor’s employee directly contacts Customer or one of its affiliates or subsidiaries or a recruiter, employment agency or similar entity refers Vendor’s employee to Customer or one of its affiliates or subsidiaries.

(i)             To the extent Customer provides software, data or other information to Vendor for Vendor’s use in performing its obligations under the agreement, Customer has the right to do so and Vendor’s use of such software, data or other information in the course of providing the Services will not infringe upon, constitute or result in a misappropriation of, or otherwise violate the proprietary information, intellectual property or other rights of any other person.

11.         VENDOR REPRESENTATIONS AND COVENANTS

Vendor represents and warrants to Customer:

(a)          That it maintains insurance covering the performance of the Services to Customer as outlined in the Risk Addendum to this Agreement.

(b)         That, subject to the limitations in Section 9 of this Agreement, it will indemnify, defend and hold Customer, its directors, officers, employees, affiliates and agents, harmless against any proceedings, claims, liabilities, losses, damages, fees, fines, penalties and expenses whatsoever (including reasonable legal and accounting fees and expenses) that Customer, its directors, officers, employees, affiliates and agents may incur as a result of and to the extent of any breach or nonperformance of any provision of this Agreement or any Addendum on the part of Vendor or its employees or agents except, however, to the extent  such is due to the negligence, gross negligence, willful misconduct or breach of this Agreement by Customer or any of its Affiliates.

(c)          That it will comply, and cause its employees and agents to comply, with all the terms of this Agreement and any Addendum, including any amendments thereto.

(d)         That Vendor is licensed to do business in all applicable jurisdictions in which it conducts business, that it will comply with all federal, state and local laws and regulations applicable to the provision of the Services.  Vendor will notify Customer within 60 days of any change in Vendor’s name or principal location.

(e)          That Vendor has the corporate power and authority to conduct its business as it is now being conducted and to enter into this Agreement and Addenda pursuant hereto and to provide the Services and carry out its obligations hereunder including having all systems, facilities and personnel required for that purpose.

(f)            That it will not knowingly solicit or hire Customer’s or its affiliates’ employees for employment for a period of **** (****) **** from the Effective Date of this Agreement without obtaining the written permission of the Customer.  However, Vendor shall not be in violation of the foregoing sentence and Vendor shall have the right, to solicit and/or hire an employee of Customer or one of its affiliates in circumstances where Customer’s or one of its affiliates’ employee responds to a general solicitation for employment, Customer’s employee directly contacts Vendor or one of its affiliates or its subsidiaries or a recruiter, employment agency or similar entity refers Customer’s employee to Vendor or one of its affiliates.

(g)         That Vendor will perform the Services in accordance with applicable law, regulation, Association and Network rules and by-laws and in accordance with the service standards specified in any Addenda.  The contents of all reports provided to Customer shall be complete and correct in all material respects.

(h)         That Vendor owns or otherwise has the rights to license any software, materials, programs, or other property to Customer used by Vendor in the performance of the Services under this Agreement and further that any Services shall not violate or infringe upon the copyright, trademark, patent, trade secret or other intellectual property right of a third party. Notwithstanding the foregoing, Vendor shall not be responsible any breach of this representation, warranty and covenant in this Section 11(h) to the extent that any matters, conditions or events giving rise to such breach existed before the Effective Date.

12.         AUDIT PROCEDURES

(a)          Upon Customer’s request and at Customer’s expense, Customer or its agent, may review the files, processes and procedures of Vendor relating to the provision of the Services to Customer **** (****) **** per calendar year. Such review shall occur during normal business hours at a mutually agreeable time. Vendor will assist in such review as requested; provided, however, that Vendor reserves the right to charge Customer for Vendor’s reasonable out-of-pocket expenses in providing such review assistance.

(b)         Additionally, in the event the governmental body or regulatory authority having jurisdiction over Customer, seeks to audit Vendor or Vendor’s facilities (“Audit”), Vendor will reasonably cooperate with such Audit and provide such regulatory authority with all information and data relating to the Services provided to Customer, provided, however, that Vendor reserves the right to charge Customer for Vendor’s out-of-pocket expenses in assisting or providing information in response to any request from such governmental/regulatory auditors.

13.         INFORMAL DISPUTE RESOLUTION

The following procedure will be adhered to in all disputes arising under and during the term of this Agreement that Vendor and Customer cannot resolve informally through the Party’s relationship managers.  In the event of any dispute, controversy or claim arising under or in connection with this Agreement (including disputes as to the creation, validity, interpretation, breach or termination of this Agreement) (collectively a “Dispute”), then upon the written request of either Party, each of the Parties will appoint a designated senior business executive whose task it will be to meet for the purpose of endeavoring to resolve the Dispute.  The designated executives will meet as often as the Parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue which the Parties believe to be appropriate and germane in connection with its resolution.  Such executives will discuss the Dispute and will negotiate in good faith in an effort to resolve the Dispute without the necessity of any formal proceeding relating thereto.  The specific format for such discussions will be left to the discretion of the designated executives but may include the preparation of agreed upon statements of fact or written statements of position furnished to the other Party.  No party may initiate litigation proceedings (excluding those for injunctive or equitable relief) until the earlier to occur of (a) a conclusion by either Party in writing to the other Party that an amicable resolution through continued negotiation of the matter in issue does not appear likely or that continued negotiation would result in financial or legal prejudice to the party; or, (b) the **** calendar day after the initial request to negotiate the Dispute.  All negotiations shall be confidential and shall be treated as compromise and settlement negotiations under the United States Federal Rules of Evidence.

14.         BUSINESS CONTINUITY

(a)          Throughout the Term of this Agreement, Vendor shall maintain and shall cause its Subcontractors to maintain off-site business continuity capabilities designed to permit Vendor to recover from a disaster and continue providing Services in accordance with its business continuity plan and capabilities.  At such time as any applicable Customer systems and applications are operating independently of those Vendor systems used to provide the Services, Vendor shall comply with the redundancy and recovery capabilities have been established by Customer for such applicable Customer systems and applications.  Vendor’s business continuity capabilities will permit the recovery from a disaster and resumption of the provision of the Services to Customer within a commercially reasonable period as dictated by the particular recovery rating of the system and/or application in question.  Vendor shall install network connections necessary to provide services for Vendor’s recovery in accordance with the foregoing commitments.

(b)         Vendor shall make available to Customer, upon request and without charge, an executive summary and/or the full text of its current business continuity plan, which it may change from time to time upon notice to Customer.  Vendor shall revise and cause its Subcontractors to revise, such business continuity plan to meet or exceed accepted standards or those required by the Networks or any regulatory agency planning criteria.  Vendor expressly agrees that it will not make any changes to Vendor’s business continuity plan in place as of the date of this Agreement that would diminish Vendor’s commitment to business continuity or permit for a greater time to recover from a disaster.

(c)          Vendor shall (i) test the operation and effectiveness of its business continuity plans at lease annually, and (ii) upon request furnish to the Customer the portions of its test protocol directly applicable to the Services provided to Customer and a copy of the test results.

15.         MISCELLANEOUS

(a)          Other Agreements.  Vendor reserves the right to enter into other agreements pertaining to the Services with others including without limitation other banks, savings and loan associations, credit unions and other financial institutions.

(b)         Taxes.  Any sales, use, excise or other taxes (other than Vendor’s income taxes or such other taxes which are the responsibility of Vendor such as those with respect to Vendor’s employees or real estate for example) payable in connection with or attributable to the Services shall be paid by Customer in accordance with Section 4.

(c)          Violation of Applicable Laws and Regulations.  Vendor may cease providing any Service if such Service, in Vendor’s reasonable opinion, violates any federal, state or local statute or ordinance or any regulation, order or directive of any governmental agency or court; provided that such opinion is provided by a nationally recognized independent law firm.

(d)         Entire Agreement.  This Agreement (including all exhibits and Addenda hereto and all documents and materials referenced herein) supersedes any and all other agreements, oral or written, between the parties hereto with respect to the subject matter hereof, and contains the entire agreement between such parties with respect to the transactions contemplated hereunder.  If there is a conflict between this Master Services Agreement and the Addenda, the Addenda shall control.

(e)          Amendments.  This Agreement and any Addendum shall only be modified or amended by an instrument in writing signed by each party hereto.  For the sake of clarity, any increase in fees or expenses as expressly permitted hereunder shall not be deemed an amendment

hereof requiring Customer’s consent.

(f)            Successors; Assignment.  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors, transferees and assignees.  Neither this Agreement nor any interest herein may directly or indirectly assigned by either Customer or Vendor, in whole or in part, without the prior written consent of the other party, provided, however, that no such consent shall be required for Vendor to assign or otherwise transfer this Agreement in connection with a sale in whatever form by Vendor of its financial institutions business or the entirety of its business.

(g)         Notices.  Except as provided in Section 4 and Section 14(e) all notices, requests, demands and other communications to be delivered hereunder shall be in writing and shall be delivered by hand or mailed, by registered or certified mail, postage prepaid, at or to the following addresses:

or to such other address or to such other person as either party shall have last designated by written notice to the other party.  Notices, etc., so delivered shall be deemed given upon receipt.

(h)         Waiver.  If either party waives in writing an unsatisfied condition, representation, warranty, undertaking or agreement (or portion thereof) set forth herein, the waiving party shall thereafter be barred from recovering, and thereafter shall not seek to recover, any damages, claims, losses, liabilities or expenses, including, without limitation, legal and other expenses, from the other party in respect of the matter or matters so waived.  Except as otherwise specifically provided for in this Agreement or any Addendum, the failure of any party to promptly enforce its rights herein shall not be construed to be a waiver of such rights unless agreed to in writing.  Any rights and remedies specifically provided for in any Addendum are in addition to those rights and remedies set forth in this Agreement.

(i)             Headings.  The headings in this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision of this Agreement.

(j)             Severability.  If any term or provision of this Agreement or any application thereof shall be invalid or unenforceable, the remainder of this Agreement and any other application of such term or provision shall not be affected thereby.

(k)          No Third Party Beneficiary.  This Agreement is for the benefit of, and may be enforced only by, Vendor and Customer and their respective successors and permitted transferees and assignees, and is not for the benefit of, and may not be enforced by, any third party.

(l)             Applicable Law; Waiver of Jury Trial.  This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Ohio.  The parties hereby consent to service of process, personal jurisdiction, and venue in the state and federal courts in Cincinnati, Ohio or ▇▇▇▇▇▇▇▇ County, Ohio, and select such courts as the exclusive forum with respect to any action or proceeding brought to enforce any liability or obligation under this Agreement.  Each of Vendor and Customer hereby irrevocably agrees to waive any right to a trial by jury in any claim or cause of action arising out of or related to this Agreement.

(m)       Authorization.  Each of the parties hereto represents and warrants on behalf of itself that it has full power and authority to enter into this Agreement; that the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate or partnership or other appropriate authorizing actions; that the execution, delivery and performance of this Agreement will not contravene any applicable by-law, corporate charter, partnership or joint venture agreement, law, regulation, order or judgment; and, that this Agreement is valid and enforceable in accordance with its terms.  Customer further represents and warrants that execution, delivery and performance of this Agreement will not contravene any provision or constitute a default under any other agreement, license or contract which it or its financial institution affiliates are bound.

(n)         Counterparts.  This Agreement may be executed and delivered in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  Each party agrees that scanned or facsimile signatures will have the same legal effect as original signatures and may be used as evidence of execution.

(o)         Survival.  The Vendor and Customer agree that the terms of Sections 6, 7(e), 8(b), 9, 10, 11, 12 and 13(g) shall survive the termination of this Agreement.

(p)         Non-Affiliates.  For purposes of the duties and obligations to one another as set forth in this Agreement, Customer and Vendor shall not be considered “affiliates” of one another notwithstanding Customer’s ownership of equity in Vendor.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized officers as of the dates set forth below.

MASTER  SERVICES AGREEMENT

CORE SERVICES ADDENDUM

This is an Addendum to the Master Services Agreement between Fifth Third Processing Solutions, LLC (“Vendor”) and Fifth Third Bancorp (“Customer”) dated June 30, 2009 (as may be amended, modified or supplemented from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

WHEREAS, Customer desires to receive the Core Services in this Addendum from Vendor pursuant to the Agreement and the Fee Schedule, and Vendor agrees to provide such Services set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and of mutual promises hereinafter set forth, the parties agree as follows:

A.                                    SERVICES AND DEFINITIONS

1                  In accordance with Section 2 of the Agreement, Vendor agrees to provide and Customer agrees to receive the following processing services, including, but not limited to the Core Services, features and functionality set forth below (collectively, the “Services”) which the parties agree will be (subject to Section 2 of the Agreement) the same services, and provided with the same features and functionality, that Customer was receiving prior to the Effective Date :

a)              ATM Cash Management means Vendor’s services that enable Customer to manage its stocking of currency in its ATM(s), based on historical data and calendar schedules.

b)             ATM Driving Services means Vendor’s Terminal support and Transaction processing standards for Customer ATMs, and includes transaction support, PIN change capabilities, custom text and graphics, foreign language screens, voice enabled support, software distribution, and transaction reporting provided by Vendor.  ATM Driving does not include first and second line ATM maintenance, cash replenishment, environmental control management, physical security or power related to the deployment, installation and operation of ATMs.

c)              ATM Monitoring Services means Vendor’s performance monitoring functionality of Customer ATMs supported by Vendor and the annunciation of various Terminal faults to the appropriate organization, as directed by Customer.

d)             ATM Preferences means Vendor’s service that provides the ability for a Cardholder to select certain Transaction preference settings to be accessed and utilized when such Cardholder performs an ATM Transaction at the ATM(s) of the financial institution which issued Cardholder’s Card (i.e. on-us transactions).  Vendor will support the selection of the following preferences:  language (English or Spanish), receipt/no receipt, balance/no balance printed on transaction receipt, fast cash denomination, and such other preference options as may be added and supported by Vendor from time to time.  Customer acknowledges and agrees that Customer’s ATM(s) must meet certain hardware and software requirements in order to support such Service and that all ATMs may not be able to support this functionality.

e)              ATM Surcharging means Vendor’s service that supports the assessment of a fee by Customer to a Cardholder for using an ATM.  The rate of such fee and which Cardholders will be assessed such fee will be determined by the Customer.

f)                Audio Banking Services means Vendor’s service which allows Cardholders to obtain account balances and transfer funds via telephone; provided, however, that this does not include services performed by Customer’s call center voice response unit or any credit card or gift card transactions or functions except to the extent such is provided by Vendor as of the Effective Date.  Customer represents and warrants that prior to offering Audio Banking to any of its Cardholders, Customer has entered into a contractual relationship with such Cardholders and account agreements which contain a specific provision authorizing Vendor to transfer funds from the account of the Cardholder at Customer, for payment to merchants.

g)             Card Activation Services means Vendor’s service whereby a Cardholder initiates an action that results in an indicator or block being removed from a Card record to enable a Cardholder to perform signature transactions utilizing a debit card.

h)             Card Extract Services means Vendor’s service in which Customer will provide Card record modifications via a mutually agreed upon file format.

i)                 Card Management Services means Vendor’s service for maintaining Customer Card records on Vendor’s system, including Pending View Services.  Customer will have the option of storing various Cardholder information, including Cardholder name, Cardholder address, authorization limit amounts, and PINs.

j)                 Card Production Services or Card Production Custom Issue Service means the embossing, encoding, production, personalization and fulfillment of ATM, Debit, Credit and other Cards for Customer by means of instant issue services and/or custom issue services including but not limited to the inventory of plastics, card inserting and mailing after Customer has transmitted (including electronically) to Vendor the information regarding each Cardholder to receive Cards.  In the event Customer’s card inventory is depleted, subsequent daily card issues and re-issues will be suspended, and additional programming charges will apply to recreate

daily card issue and re-issue files. If supplies including but not limited to decals, sleeves, or card carriers, are supplied by a third party, such supplies must meets Vendor’s standards.

k)              Communication Services includes telecommunications, hardware, software, circuits, and other equipment and maintenance that connects Customer’s data centers and Terminals to Vendor.

l)                 Core Services means the ATM Driving Services, ATM Monitoring Services, Card Management Services, Card Production Services, Exception Transaction Processing Services, Fraud Detection/Monitoring Services, Network Gateway Services, Signature Debit Processing Services, Transaction Authorization Support Services, and Transaction Settlement Services.

m)           Exception Transaction Processing Services means Vendor’s service to support Customer’s reversal of all or a portion of a Transaction amount previously posted to a Cardholder’s account, whether through a PIN adjustment or chargeback.  Exception Transaction Processing is initiated by Customer utilizing Vendor’s Exception Transaction Processing system(s); then processed by Vendor and passed to the appropriate Network that routed the previously posted transaction amount.

n)             Fraud Detection/Monitoring Services means such Services made available for Customer according to Vendor’s Fraud Detection/Monitoring Product Description and which system generally monitors, evaluates, detects and assigns a score to certain Transactions based on a probability of fraud. Customer shall be solely responsible for taking any action regarding such Card including but not limited to any action to recover fraudulent amounts.  Not limiting the generality of the foregoing, this Service is designed to help identify suspicious activity and Vendor makes no warranty or guarantee that it will be able to detect, identify or prevent any individual fraud, prevent any unauthorized use of any Cards and is not a guarantee against fraud losses.  Customer hereby assumes sole and full responsibility for any loss or damage, whether incurred by Customer, Cardholder, or otherwise, arising out of or in connection with any use of the Fraud Detection Services.

o)             Lost/Stolen Card Services means Vendor’s service by which a 1-800 telephone number can be used by Cardholders solely for the purpose of reporting such Cardholder’s lost or stolen Card(s).  Vendor will provide personnel to answer such calls 24 hours a day, 365 days a year.  Provided Vendor receives the necessary information from the Cardholder and after Vendor’s receipt and acceptance of a call, subject to other instructions approved by Vendor regarding a lost or stolen Card, Vendor will place a “block” status on such Card on Vendor’s system, and notify Customer’s designated personnel in such instances as well as the appropriate voice and facsimile telephone numbers and addresses for such personnel.  Customer shall be solely responsible for taking any action regarding such Cardholder’s Card, and Customer acknowledges and agrees that Vendor’s only obligation with respect to such Cards is placing the “block” on Vendor’s system in accordance with the foregoing provisions.  Not limiting the generality of the foregoing, Vendor makes no warranty that it will be able to make sure that the caller is the authorized holder of the card, notify Customer or prevent any unauthorized use of a card.  Customer may request confirmation of the blocked status of a Cardholder’s Card (“Verification”).  Customer hereby assumes full responsibility for any loss or damage, whether incurred by Customer, a Cardholder or otherwise, arising out of, or in connection with, the Services provided herein.

p)             Network Gateway Services means Vendor’s service for facilitating the routing and receiving Customer, Cardholder and Terminal Transaction authorization requests and settlement records for Customer’s selected Networks and other endpoints as supported by Vendor.  Support includes provision of processor interfaces to support such routing and settlement, as agreed by the parties and subject to agreement with the applicable Network/processor/endpoint.  Network Gateway Services shall also include Surcharge Free Access.

q)             Pending View Services means the support of and supply of Transaction information for Customer employees and Cardholders to view pending Transactions on Customer’s systems.

r)                Reporting means Vendor’s daily and monthly Transaction reports including information regarding settlement amounts, transaction detail, and card management modifications.  Reports are available to Customer through host-to-host connectivity and via a Direct Graphical User Interface (GUI) or an MCIF/ISO messaging format.  Functionality will also be provided to allow users to generate customize reports using Transaction data sets.

s)              Signature Debit Processing Services means Vendor’s service for the facilitation of Customer’s Cardholder Transactions in Discover’s, MasterCard’s and/or VISA’s off-line debit program (and any other successor or competing off-line debit card programs supported by Vendor).  Facilitation includes Transaction Authorization, Transaction Settlement and Exception Transaction Processing support.

t)                Stand-In Services means Vendor’s service in which Vendor performs Card Transaction authorization decisions based upon Customer provided guidelines including Card data on behalf of Customer whenever Customer or its core processor fails to provide an authorization decision within the timeframes as mutually agreed upon.

u)             Surcharge Free Access means Vendor’s support of surcharge free access to all of Customer’s ATM terminals by Customer’s financial institution customers or by contractual relationships in connection with such other financial institution’s participation in the ▇▇▇▇▇▇ Network, such that the cardholders of said financial institutions shall be permitted to perform transactions at such ATM terminals without being assessed a surcharge by Customer or Vendor, provided further, that those financial institutions who have

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surcharge free access to Customer’s ATMs, Customer’s cardholders shall be permitted to have corresponding surcharge free access to such institutions’ ATMs.  Vendor, for its part, shall permit and support Surcharge Free Access as described above relative to all ATMs throughout the term of the Agreement.

v)             Transaction Authorization Support Services means Vendor’s service for the facilitation of approving or denying Customer’s Cardholder Transaction requests based on the parameters and specifications of Vendor, Customer and Customer’s core application processing system.  Authorization will occur in accordance with Network Documentation.

w)           Transaction Settlement Services means Vendor’s service for the movement and reporting of funds related to Transactions generated by Customer’s Cardholders and Transactions at Customer’s ATM(s) generated by other cardholders.

2.               For the purposes of this Agreement, the following terms shall mean:

a)              Account means a unique representation of the data and current financial status of a customer account relationship owned and maintained by Customer and maintained with Customer’s processor (which is Vendor if Vendor is providing Customer with Processor services) and includes a checking, savings, credit, share draft, or other asset account of a customer (a liability of Customer) or credit card account or any one of various loan accounts or lease account or other account.

b)             Acronym means the acronym used to reference Customer on Vendor’s system.

c)              ATM means cash disbursement automated teller machine and/or scrip dispenser or other similar device.

d)             Bank Identification Number (BIN) means a unique combination of a set of numbers and card lengths as defined by the

American Bankers Association (ABA) and International Organization for Standardization (ISO), which appear in the primary access number and identifies one or more Cardholders for purposes of Interchange.

e)              Card means a plastic card issued by or on behalf of Customer to its Cardholders for use in effecting Transactions at Terminals.

f)                Cardholder means any Person who (a) has or is authorized to use an Account with Customer (and, if the account is maintained by Customer in the name of more than one Person, all of such Persons), and (b) to whom a Card and/or password is issued for use in originating Transactions.

g)             Chargeback means the reversal of all or a portion of an amount previously posted to a Cardholder’s Account.

h)             Debit Card means any Card that primarily accesses an Account, which is a liability of the Customer, to the Cardholder, which issues the Card.

i)                 Deconversion means the process where Customer converts off Vendor’s system for one or more services as may be more specifically set forth in an Addendum.

j)                 MasterCard means MasterCard Incorporated and its subsidiaries and affiliates

k)              Network Vendor provides access the bankcard associations/networks listed in Section D and as requested by Customer for Cardholder Transactions.  In the event that Customer begins receiving any Services in connection with any other Network(s) supported by Vendor, such additional Network(s) shall automatically be included in the definition of “Network” for purposes of this Agreement, effective the date Customer begins receiving such Services, and all of Customer’s obligations in this Agreement shall apply with respect to the Networks, and any successor or assign to such Networks, and any such additional Network(s); provided that such Services shall specifically not include any processing of credit card transactions except to the extent such is provided by Vendor as of the Effective Date.

l)                 Network Participant means any financial institution such as a bank, thrift, credit union, or other entity, such as a merchant, which is a member of and/or is otherwise participating in a Network.

m)           Network Documentation shall mean the by-laws, operating rules, identification standards manual, and such other rules, regulations, manuals, policies and procedures, promulgated by a Network and/or the Payment Card Industry, including but not limited to Payment Card Industry (“PCI”) Data Security Standards, VISA’s Cardholder Information Security Program (“CISP”), MasterCard’s Site Data Protection program (“SDP”), and Discover Network’s Debit and Prepaid Operating Regulations (“DPOR”), as may be in effect and amended from time to time.

n)             Person means an individual, partnership, joint venture, corporation, or other legal entity.

o)             PIN means a Cardholder’s personal identification number, which is used by Cardholder at Terminals as one means of

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identification of such Cardholder.

p)             POS means point of sale.

q)             Transaction means any function supported by Vendor and attempted by Cardholders or others at a Terminal, including but not limited to the following:

·Cash Advance/Withdrawals from checking, savings, credit card;

·Deposit to checking and savings;

·Balance Inquiries regarding checking and savings;

·Last Electronic Transaction Inquiry (on Cards, Accounts and ▇▇▇▇ payment merchants);

·Transfer from checking and savings;

·Transfer to checking and savings;

·Payment from checking and savings;

·Payment for credit card, loan, utilities;

·POS Available Funds Inquiry;

·POS Balance Inquiry;

·POS Cash Advance;

·POS Cash Withdrawal/Cash Back;

·POS Chargeback;

·POS Check Authorization (Third Party);

·POS Check Guarantee (Third Party);

·POS Check Payment;

·POS Authorization, including:

·Purchase Authorization

·Purchase Authorization Reversal (return item)

·Mail/Phone Order

·Prism Scoring

·POS Authorization and Settlement, including:

·Purchase Debit

·Purchase Debit Inquiry

·Purchase Credit (return item)

·POS Fuel Pump Authorization and Settlement, including:

·Pre-authorization; and

·Pre-authorized debit

provided, that Transactions shall not include any processing of credit card or gift card functions, transactions or activities, except as otherwise set forth in the Fee Schedule to the Core Services Addendum.

r)                Terminal means an ATM, a POS device, or other device when supported directly or indirectly by Vendor and meets the specifications of Vendor.

s)              VISA means VISA U.S.A., Inc. and its subsidiaries and affiliates.

3.               In addition to the Services listed above, the Vendor shall provide the following optional Services (“Optional Services”) set forth in this Section A.3. which are not subject to the Initial Term of the Agreement set forth below.  Rather, such Optional Services may be discontinued or terminated by Customer as permitted by and subject to the terms of Section 2 of the Agreement .

a)              Personal Banking Support Services means the then current services supported by Vendor involving telephone banking, Internet banking and ▇▇▇▇ payment services (including ▇▇▇▇▇▇▇▇ ▇▇▇▇ Payment), and other customer support functions that are i) related to the foregoing services  or ii) not related to the Services set forth in Sections A.1. and A.2. above.

In the event of a conflict between the Agreement and this Addendum, this Addendum shall control.

B.                 TERM

The term of this Addendum shall commence on the Effective Date of the Master Services Agreement and shall continue for a term of ten (10) years from the 1st day of the calendar month following the Effective Date of the Agreement (“Initial Term”) unless terminated as allowed by the terms of the Agreement.  Except as hereafter provided, unless either party gives written notice to the

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other party at least three hundred sixty (360) days prior to the expiration of any term, the Agreement and this Addendum shall be automatically extended for additional periods of one (1) year upon the same terms and conditions.

C.                                    SERVICES AND FEES

1.               Customer agrees that it shall receive the Services from Vendor pursuant to this Addendum and the Agreement.  Customer agrees that all of the Services will be provided in accordance with the Agreement, Vendor’s standards which shall be in accordance with the Service Level Schedule attached hereto and incorporated into this Addendum by reference.

2.               Customer agrees to pay the fees and charges for the Services as set forth on the Fee Schedule attached hereto and incorporated into this Addendum by reference.  Customer further agrees that if Customer receives a service from Vendor not described in this Addendum and/or not listed in the attached Fee Schedule, Customer shall be subject to the terms of this Agreement and a mutually agreed upon price.

D.                                    NETWORK MEMBERSHIP

1.               Customer may participate in a variety of Network(s) offered by Vendor, provided, however, that Customer covenants that it will, for the Initial Term of this Agreement, participate in the ▇▇▇▇▇▇ Network, which shall be given priority routing by the Customer.  In the event, for any reason, Customer participates in a Network which is not listed below, Customer agrees that all of Customer’s obligations in the Agreement and this Addendum shall apply with respect to such Network as if it had been listed in this Addendum, effective the date Customer begins participating in such Network.  Customer and Vendor agree to abide by and comply with the Network Documentation for those Networks in which it participates, including, if requested by the Network, execution of additional documentation or agreements, and that such compliance shall be solely Customer’s obligation and at Customer’s expense.  Customer shall not be responsible or liable for Vendor’s compliance or non-compliance with any Network Documentation applicable to Vendor as a processor in such Network(s), including costs incurred by Vendor related to such maintaining such compliance.  Customer, or its agents or nominees (but not Vendor), will provide all necessary Network, federal, state and/or local regulatory sponsorship, membership or other applicable approvals in order to receive the Services, unless otherwise specifically agreed to in writing in the form of an amendment to the Agreement or in another written contract signed by an authorized officer of Vendor.  Customer acknowledges and agrees that Vendor shall only be obligated to provide access to the Networks actually supported by Vendor and for only so long as such Networks are supported by Vendor provided, that throughout the term of this Addenda Vendor must provide access to MasterCard and Visa including Interlink and Maestro.

Gateway Services/Networks:

o                           Cirrus Corresponding Member (Issuer and Acquirer)

o                           Cirrus Terminal Only Corresponding Member (Acquirer Only)

o                           Plus Sponsored Member (Issuer and Acquirer)

o                           Plus ATM Category B Member (Acquirer Only)

o                           Visa ATM Acquirer Member

o                           American Express ATM Acquirer Member

o                           Discover Card Sponsored ATM Acquirer Member

o                           Alaska Option Network

o                           Allpoint Network

o                           Armed Forces Financial (AFFN)

o                           Co-Op Network

o                           Credit Union 24 and/or CU Here (CU24)

o                           Interlink

o                           ▇▇▇▇▇▇

o                           Maestro

o                           Member Access

o                           MoneyPass

o                           NETS Network

o                           NYCE

o                           Online Resources

o                           Presto

o                           Pulse

o                           Quest

o                           Shazam

o                           STAR

o                           TransAlliance

Debit Card Services/Networks

o                           Discover Debit

o                           MC Debit Card

o                           VISA Checkcard

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2.               Customer shall pay all fees, fines, assessments, penalties assessed by each Network as to Customer’s Transactions by its Cardholders and/or at Customer’s Terminal, which may change from time to time, except to the extent arising out of Vendor’s violation of Laws or Regulations other than for fees, fines, assessments and penalties.  Customer assumes all responsibility for collecting any amounts arising in connection with the use of Customer’s Cardholders’ Cards and/or Terminals, including but not limited to Transaction amounts, fraud or other losses.  Customer is solely responsible for all costs directly or indirectly associated with any system upgrades required by Customer as a result of changes in the Network Documentation and/or any Network standards or requirements. In the event of any changes or modifications to the Network Documentation which affect the responsibilities of a Network Participant or any processor in such Network, Vendor may amend this Agreement and/or change the applicable Service upon **** days prior written notice to Customer; provided that such amendment shall only be made as necessary to comply with the change or modification by the Network and applicable to all of Vendor’s customers.  If such amendment creates material costs or burdens to Customer, Customer may terminate the applicable Network without penalty.

3.               Customer elects to and shall be a participating member (both Issuer and Acquirer Member) in and Vendor agrees to provide and support for Vendor’s proprietary ▇▇▇▇▇▇ Network, inclusive of ▇▇▇▇▇▇ Advantage West and ▇▇▇▇▇▇ Preferred programs, for the term of this Agreement and in accordance with the ▇▇▇▇▇▇ Operating Standards and Rules.  Vendor, or the ▇▇▇▇▇▇ Network (as the case may be) may acknowledge Customer’s participation in a separate agreement(s).  Customer agrees that it shall priority route all Transactions in ▇▇▇▇▇▇, or any successor network to ▇▇▇▇▇▇, for the term of this Agreement.

4.               Customer may continue to enter into agreements with third parties for the Fifth Third Bank branding of and waiver of surcharges at ATMs not located at a Customer branch or otherwise already processed by Vendor without prior written notice to or consent from Vendor.  For avoidance of doubt, the foregoing sentence shall not apply to (i) any of Customer’s branch ATMs; (ii) any off-site ATMs receiving the Services from Vendor; and/or, (iii) the ATMs of Future Affiliates acquired by Customer (without regard to whether such ATMs are owned, leased or otherwise) nor shall the foregoing limit Customer’s obligation to utilize Vendor as its exclusive provider of the Services as to all of the ATMs in (i) — (iii) as provided in this Agreement.

5.               Vendor agrees that, after the completion of the Transition Period (as defined in the Transition Services Agreement), Vendor will not require Customer to perform a complete conversion of all of the Services to a completely separate, third party processing platform, separate and distinct from Vendor’s platform (e.g., such as to the Fiserv EFT platform, the Metavante EFT platform, etc.) whereby Customer would begin receiving all services from a third-party (an “Entire Services Conversion”).  For avoidance of doubt, and for illustrative purposes only, Vendor may make changes to the Services as contemplated under this Agreement, may change the software, hardware and/or platforms on which the Services are provided and make other similar modifications and/or improvements as are prudent and practical and no such events will be deemed a Entire Services Conversion.  Notwithstanding the foregoing, this paragraph 5 shall not limit the ability of Vendor to engage subcontractors, subject to the terms and conditions of the Agreement and shall not apply following a sale by Vendor of all or substantially all of its business or a material portion of its financial institutions business.

E.                                      THIRD PARTY FEES

As set forth in the Agreement, Customer shall pay all third party fees, costs, expenses and assessments in connection with the Services, which may change from time to time, whether incurred directly or indirectly by Customer, Vendor and/or its affiliates. Third party fees include, but shall not be limited to, communications expenses (e.g. equipment, lines, drop charges, access charges, long distance, etc.); all hardware costs (e.g. the cost of individual Terminals, modems, upgrades, modem sharing devices, etc. and any expenses associated therewith (e.g. setups, maintenance, etc.)); Network fees per Section D. above; and miscellaneous fees associated with the Services (e.g. mailing expenses, overnight courier expenses, plastics, etc.); and all costs associated with maintaining and implementing all software and hardware necessary for any interface affecting the Services and shall be included on the Fee Addendum (Addendum A).  Customer acknowledges and agrees that Customer shall continue to be responsible for all fees, costs and expenses associated with telecommunications for so long as third party provides such services and/or Vendor is charged for such fees, costs and expenses by such third party.  Vendor acknowledges and agrees that it shall not pass through any additional Fees that are not listed on the Fee Addendum unless Vendor provides documentation from the Network that such fee or charge is a new fee or charge that has not been previously assessed and shall be charged to Vendor on a per client basis in order to be passed through.

F.                                      GENERAL PROVISIONS

1.               Customer hereby agrees to take all steps as may be necessary to settle with Vendor for all fees amounts and Transactions involving its Cardholders and at its Terminals. As part of this settlement, Customer agrees to maintain a non-interest bearing clearing account and maintain adequate collected funds in this account to cover all amounts to be settled under this Agreement such that Customer funds are available to Vendor on the same day that Vendor settles such amounts with any Network or third party

2.               All reports, record and file formats, as well as delivery timeframes therefore, used in connection with the Services shall be designated by Vendor and approved by Customer and may change from time to time by mutual agreement. Vendor will make available to Customer Transaction activity files via Vendor standard reports in Vendor’s standard format and timeframes.

3.               Customer shall be responsible for the establishment, maintenance and written notification (including by agreed upon electronic file format) to Vendor of Cardholder authorization limits, and other terms and conditions applicable to Transactions effected in accordance with Customer’s Cardholder agreements.

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4.               Customer, and not Vendor, shall be solely responsible for securing the cooperation and/or agreement of any of Customer’s vendors, or agents including but not limited to Customer’s applications processor, core processor, card production agents, or other services providers (collectively, “Customer’s Agents”) to facilitate the exchange of data between such entities, Customer and/or Vendor, or as otherwise necessary to facilitate Customer’s receipt of the Services.  Customer, in connection with receipt of the Services, hereby authorizes Vendor to send data, including NPI and Customer Confidential Information, to Customer Agents as currently established between Customer and Vendor for providing the Services, provided, however, any such change in the authorization for sending the data referred to above must be directed by Customer in writing to Vendor, and Customer hereby releases Vendor from any liability related to the release of any such information in compliance with such instruction except for the negligence, gross negligence or willful misconduct of Vendor or violation of applicable law or Network Documentation.

5.               Vendor shall not be assessed any fees, costs or expenses associated with or related to Customer’s conversion and/or transfer to Vendor’s processing platform for the Services provided under the Agreement.

6.               Upon the expiration or termination of this addendum for any reason, Customer acknowledges and agrees Vendor shall provide and Customer shall be assessed Vendor’s standard fees and charges for Vendor’s Deconversion Services as outlined in the Deconversion Schedule attached hereto and incorporated herein by reference.  Customer further agrees to pay for any custom or special services requested by Customer associated with such Deconversion at Vendor’s standard rates. Customer acknowledges and agrees that it shall be responsible for requiring its successor service provider to coordinate all aspects of Customer’s conversion to such new service provider and for requiring such new service provider to accept transfer of any and/or all of Customer’s debit/check card bank identification number(s) (“BINs”) maintained on Vendor’s system.  Customer further agrees to accept full responsibility for all applicable fees, trailing activity (e.g.: Cardholder chargebacks, adjustment items, Transactions by Cardholders etc.), or third party costs or fees arising out of the Services, including but in no way limited to telecommunications fees, Network fees, fines or penalties, and any fees imposed by any Network, arising out of Customer’s debit/check cards and any BINs on Vendor’s system until such time as all BINs are completely removed from Vendor’s system or Vendor is otherwise released from all liability related to such BINs by the applicable Network(s).

Unless otherwise agreed to by Vendor, Vendor will perform all Services in accordance with Vendor’s standards which shall not degrade or be of a lesser quality than performed for or by Customer as of the date of this Agreement.

Certain Services provided pursuant to this Addendum, including by not limited to 3-D Secure Services, Visa Extra, MasterCard Rewards, DES Key Services, and EJ Upload, are provided by Vendor in accordance with Vendor’s, Visa’s and MasterCard’s Standards which are subject to change from time to time by Vendor, Visa and MasterCard without notice to Customer and are subject to the applicable rules and/or regulation of the applicable Network. Customer is solely responsible for its cardholder agreements or any other required disclosures. Any sample terms and conditions or other forms that may be provided to Customer by Vendor, are provided solely as a convenience to Customer to assist Customer and shall in no way be deemed legal advice to Customer from Vendor, Visa or MasterCard or counsel for any of the foregoing. Any given sample may or may not represent and does not purport to represent a complete list of terms and conditions or content applicable for a particular Customer.

In addition, Vendor may, from time to time, make available to Customer certain enhancements to the Services in exchange for additional fees, if any, generally charged by Vendor for such enhancements.  Vendor agrees to offer and make available such enhancements to the Services to Customer at the same time such enhancements are offered to the other customers of Vendor.  If Customer declines such an enhancement to the Services resulting in an increase cost to Vendor, Vendor may increase its fees to Customer as necessary to offset such increase costs; provided that such increase in fees to offset increased costs must also be passed along pari passu to the other customers of Vendor.

G.                                    Additional Terms With Respect to Services Provided

1.  EBT Services.  EBT Services are services related to the network gateway services of an electronic benefit transaction.  Customer represents and warrants that it is, and shall remain so long as Customer acquires transactions in and/or participates in any given EBT Program, an approved participant in good standing of each such EBT Program in which Customer acquires Transactions and/or participates. In the event for any reason Customer’s devices are acquiring transactions of an EBT Program in which Customer is not an approved participant, or ceases to be an approved participant Customer agrees to notify Vendor in writing. Unless otherwise specifically agreed to in writing by Vendor, Customer, or its agents or nominees (but not Vendor), will obtain all necessary: (i) EBT Program approvals and agreements to allow Customer and its devices processed pursuant to this Agreement to participate in each applicable EBT Program; and (ii) federal, state and/or local regulatory approval for Customer to participate in the applicable EBT Program State/Alliance.

2.  Workstation Services.  Workstation Services means Vendor’s services which enables Customer to access certain Customer-facing systems of Vendor. Workstation Services include:  Customer ID Set up and Standard Maintenance will be performed in accordance with Vendor’s general timeframes and scheduling. Although not obligated to, Vendor reserves the right at its option and without notice to suspend the password on a Customer ID or inactivate and/or delete any Customer ID.  Customer shall provide Vendor with prompt written notice of all Customer Ids, which are no longer active, should be deleted and/or should otherwise be changed (e.g., password change, etc.). Vendor reserves the right (but shall not have any obligation) to request that

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Customer designate in writing those employees or agents of Customer which may authorize establishment of Customer IDs on Vendor’s system.

3.  Marketing Services Debit Portfolio Management (DPM).  Marketing Services means Vendor’s services, which may be provided by a third party, that involve marketing strategies and initiatives which Customer may utilize to assist in increasing Cardholder usage and activation.  Customer acknowledges and agrees that Vendor (via the Marketing Services and/or any recommendations, advice or estimates supplied to Customer hereunder) does not warrant or guarantee any specific results, including but not limited to those related to any response, activation or usage rates or any particular portfolio performance. In receiving the Marketing Services, Customer may receive sample documents, materials from Vendor. Customer agrees that such documents and materials are samples only and that any use thereof or any information related thereto is at Customer’s own risk. Vendor makes no representation or warranty whatsoever, including

but not limited to any related to the completeness, legal effect or enforceability of such sample document/material. Customer is encouraged to consult its legal counsel as to any and all notices, disclosures, etc. associated with the subject matter of such documents/materials or information. Customer acknowledges that portions of the Marketing Services may be performed by third party Subcontractors of Vendor.

4.  Network and Gateway Services (not including EBT).  Network and Gateway Services means Vendor’s service for facilitating the routing and receiving Customer, Cardholder and Terminal Transaction authorization requests and settlement records for Customer’s selected Networks and other endpoints as supported by Vendor; provided that such Network and Gateway Services do not include any credit card or gift card transactions or processing, except to the extent such is provided by Vendor as of the Effective Date.  Support includes provision of processor interfaces to support such routing and settlement, as agreed by the parties and subject to agreement with the applicable Network/processor/endpoint.  Network Gateway Services shall also include Surcharge Free Access.  Customer acknowledges and agrees that if Customer receives a service and/or participates in a Network not described in this Addendum and/or not listed in any other Addendum executed between Vendor and Customer, Customer agrees to receive such services and/or participate in such Network, or any successors or assigns, in accordance with Vendor’s standards and Customer shall be assessed Vendor’s then current fees for any such service or Network participation.

H.                                    Additional Definitions

“ACH” means the Federal Reserve’s automated clearinghouse system.

“Authorization” means the process of approving or denying Transaction requests based on parameters and specifications of Vendor’s system, including but not limited to those Transaction requests which settle in a month different than the month such Transaction request is received by Vendor’s system.

“Basic Deconversion Services” means the standard internal process whereby Customer’s information and definitions for one or more services on Vendor’s systems are removed from and/or converted off of Vendor’s system.

“Card Production Instant Issue Services” shall mean such Services as available by Vendor whereby pre-existing cards will be embossed and encoded and ready for immediate PIN usage by Customer.

“Cash Management” * means Vendor’s Cash Management Services (any or all of which may be provided or supported by a third party but in any event in accordance with Vendor’s standards and at Vendor’s standard fees, unless otherwise agreed to by Vendor) designed to assist Customer in managing the amount of cash maintained in Customer’s ATMs driven/processed by Vendor.  Such product/service does not insure nor serve as a guarantee that any ATM will contain any specific level of funds or that it will or will not be completely depleted of funds at any given time.  Such product/service also does not guarantee that Customer will realize an increase in revenue as a result of the use of such product/service.  Customer acknowledges the use of such product/service requires the use and cooperation of third parties under the control of Customer and not Vendor.

“Certification” means the process by which Customer, Customer’s agent or designee, or Customer’s equipment is determined by Vendor to be technically capable to Interface with Vendor at the time of Certification.  Certification by Vendor shall not constitute a representation or warranty by Vendor of any recommendation or endorsement of a particular designee, service or equipment, nor shall Certification by Vendor mean that such designee, services or equipment is at the time of Certification, or will be at any time in the future in compliance with any or all applicable Laws or Regulations.  Vendor may make changes in the Services based upon, but not limited to, technological developments, legislative or regulatory changes, or the introduction of new services by Vendor, and such changes may require changes to services or equipment in order to be qualified to Interface with Vendor, which is the sole responsibility of Customer.  Certification by Vendor in no way alters Customer or Vendor’s obligations under the Agreement including but not limited to indemnification, or limitation of liability provisions.

“Client” means Customer.

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“Cluster” means a single Card record in Customer’s Cardholder file maintained by Vendor on Vendor’s system, which includes the Cardholder’s short name and various card data according to Vendor’s standards.

“Credit Card” means any Card that primarily accesses an account, which is an asset of the Customer or third party for whom Customer is an agent which issues the Card.

“CRT” (Cathode Ray Tube) means a hardware component that is a television-like screen, which displays information and data according to Vendor’s standards.

“Customer ID” means one or more use ID’s on Vendor’s system established at the request of the Customer used to access Fifth Third Direct.

“Data Center” means a computer facility for one or more Intercepts, Processors, Switches or Gateways.

“DEPSI” (Depository Settlement Interface) means an automated system of adjusting deposits the day after they are settled according to Vendor’s standards.

“EFT” means electronic funds transfer.

“Fifth Third Direct” means Vendor’s proprietary and confidential service whereby Vendor makes available Vendor’s data base of Customer’s activity, and Customer may access such information using a Customer ID.

“Gateway” means Vendor’s Data Center which provides the communications interface between Customer and other Networks supported by Vendor and the systems and procedures in accordance with Vendor’s and such Network’s standards required to facilitate Terminal sharing for Cardholder acceptance between Customer’s Cardholders and/or other Cardholders authorized by such Networks.

“Gift Card Support” * means Vendor’s support and processing of Customer’s issuance of certain non-personalized/anonymous, single load, Network-branded gift cards at Customer’s financial institution location(s) (which such support shall be provided in accordance with Vendor’s standards and at Vendor’s standard fees, unless otherwise agreed to by Vendor).  Customer agrees Vendor’s support of such Cards is subject to certain standards, policies and procedures agreed upon between Customer and Vendor, including but not limited to:  minimum and maximum load values per Card; maximum collective value of Cards purchased by an individual; that such Cards may not perform all types of transactions, and that all such Cards must comply with all Network Documentation and Laws and Regulations.  Customer shall be solely responsible for all risks associated with its issuance of the Cards, including but not limited to security risks, fraud risks, and lost/stolen and chargeback liability.

“HSA Services” * (Health Savings Account Services) means Vendor’s standard record keeping, administration, processing, customer service support and related services and systems (any or all of which may be provided by a third party subcontractor(s) designed to support Customer’s provision of Health Savings Account (HSA) product(s) and which may also include:  (i) hosting a website for Customer’s HSA program and providing IVR for Customer, its customers, TPA and program participants; (ii) supporting the verification of the eligibility of prospective participants, and the processing of participant HSA enrollment applications; (iii) establishing, maintaining, administering and servicing individual participant HSA’s; (iv) processing of contributions to HSA’s made by participants and customers; (v) supporting participants’ investment of HSA monies in mutual funds; (vi) processing of participants’ payments and reimbursements against their HSA’s for “qualified medical expenses” permitted under federal tax law; (vii) providing settlement information for HSA transactions and investments and updating of HSA account records; (viii) providing certain IRS, Customer and their customers, TPA, participant, and other governmental and regulatory reporting; (ix) providing and receiving data feeds and file transfers to and from Customer, their customers and Vendor at prescribed intervals; (x) certain customer/Cardholder support services; (xi) Card Production Services; (xii) Gateway Services; and, (xiii) HSA Card Services.

“Incidental Deconversion Fees” means fees as quoted by Vendor and associated with a Deconversion which would apply to a deconverting Customer on a per event basis and is not part of the Basic Deconversion Services.

“Instant Issue Debit Card Support” * means Vendor’s support of certain instant issue debit cards issued by Customer at its financial institution location(s) and the provision of Vendor’s Debit Card Services thereto via feature functionality within Vendor’s system (all in accordance with Vendor’s standards and at Vendor’s standard fees, unless otherwise agreed to by Vendor).  Vendor makes no warranties or representations regarding the Cards or Vendor’s support thereof, including but not limited to:  that the Cards will perform all types of transactions or that the Cards and Customer’s issuance thereof complies with all Network Documentation and all federal, state and local laws, rules and regulations.  Customer shall be solely responsible for all risks associated with its

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issuance of the Cards, including but not limited to security risks (including those related to ensuring the security of CVV/CVC keys), fraud risks, and lost/stolen and chargeback liability.

“Intercept” means the Data Center (which is Vendor if Vendor is providing Customer with Intercept services) which is responsible for operating Customer’s authorized Terminals or otherwise acquiring Customer Transactions or other non-Customer Transactions authorized by Customer and Vendor and routing those Transactions to and from a Switch or gateway provider.

“Interchange” means a pass through fee established by a Network and/or bankcard association which is assessed based on a given transaction type.

“Issuer” means the Person who issues and owns Cards.

“Item” means any electronic message which communicates and effects a Transaction between Customer and its customer through a Terminal and which include but are not limited to the date, type and amount of such Transaction, identification of the customer, the Customer, the Terminal identifier, the location of the Terminal, the PIN and authorization code.

“Laws or Regulations” means all rules, laws and regulations including, without limitation, compliance with any Federal, State or local law or rule or regulation including but not limited to the Gramm ▇▇▇▇▇ ▇▇▇▇▇▇ Act, The USA Patriot Act, or error and dispute resolution procedures specified in Regulation E or Regulation Z, and the bylaws, operating procedures, the Rules and regulations of Visa, MasterCard, any Network and other similar entities including but not be limited to VISA’s Cardholder Information Security Program (“CISP”), MasterCard’s Site Data Protection program (“SDP”), Payment Card Industry (“PCI”) Standards, all of which Customer is responsible for compliance therewith and the Rules.

“Manual” means any and all of the Vendor’s applicable standard manuals or other written standards, as modified from time to time, which define and describe the standards and procedures necessary to preserve the integrity and quality of the Services and which were created by or for Vendor.

“Mobile Banking Services” * means Vendor’s standard service offering, through its third party subcontractor, whereby Customer’s of customers may utilize mobile/wireless devices to perform certain functions and transactions such as account balance inquiries, view account transaction history, perform intra-bank account transfers and such other functionality/transactions as may be supported and changed by Vendor from time to time.  Receipt of this service requires Customer’s execution of an addendum/amendment to their Agreement with Vendor, a participation agreement with Vendor’s subcontractor, a wireless carrier addendum and such other documentation as may be reasonably required by Vendor.

“Network” means a shared electronic funds transfer system operating under a common name whereby financial institutions and others are able to route, process and settle certain financial Transactions.

“Primary Access Number” (PAN) means a unique number used by Customer to identify its Cardholders to whom a valid Card has been issued and which number is encoded on the magnetic stripe on such Card.

“Processor” means the Data Center (which is Vendor if Vendor is providing Customer with Processor services) which provides authorization services for Customer’s Cardholders or other cardholders authorized by Customer.  The Processor is the first data center to receive a Transaction from the Switch or gateway provider.

“Real Time Decisioning” (“RTD”) means the standard service provided by Vendor as additional functionality to its Fraud Detection/Monitoring Services and which are designed to enable a Customer to implement certain transaction authorization strategies that incorporate a range of risk elements into the authorization decision in order to block or authorize a transaction.  Customer may use a range of risk elements to create an authorization decisioning rule designed to block transactions that may have a likelihood of fraud.  Customers may also exclude certain cardholders from the blocking criteria.  Fraud detection investigates approved transactions that are likely to be fraudulent; whereas, RTD works to decline the potentially fraudulent authorization.

“Rules” means the Rules and Regulations of Vendor and the Networks in which Customer directly or indirectly participates, as adopted by the Board of Directors of such Networks and Vendor and as amended from time to time including any and all addenda thereto.

“Site” means the Vendor’s Data Center located at ****, or such other location at which Vendor may choose to house its Data Centers.

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“Software Distribution Services” * (“SDS”) means those services provided by Vendor (in accordance with Vendor’s standards and at Vendor’s standard fees, unless otherwise agreed to by Vendor and Customer) utilizing Vendor’s system and the installation of a software agent designed to allow remote distribution of certain software to Customer’s ATMs.

“Stand In Processing” means the process whereby Vendor authorizes Transactions in the place of Customer’s Processor at times when Processor is unable to authorize such Transactions in accordance with Vendor’s standards.

“Standard Electronic Transmission” means the transmission of reports or files using the IBM standard Remote Job Entry (“RJE”) or the IBM standard Network Job Entry (“NJE”) facilities or other facilities supported in accordance with Vendor’s standards.

“Standards” means Manual and Rules.

“Switch” means the Data Center (which may be Vendor) which provides the communications interface between Intercepts and Processors and possibly gateways, and the systems and procedures required to facilitate Terminal sharing for Cardholder acceptance between Customer’s Cardholders and/or other cardholders authorized by a specific Network when Customer is authorized to participate in such Network.

“USA/Canada Transaction” means a Transaction as defined in the PLUS System, Inc. and/or Visa U.S.A. Inc. and/or other applicable Network by-laws and/or operating regulations.

“VISA/Plus Inter-Regional Transaction” means a Transaction as defined in the PLUS System, Inc. and/or Visa U.S.A. Inc. and/or other applicable Network bylaws and/or operating regulations.

“VISA/Plus International Transaction” means a Transaction as defined in the PLUS System, Inc. or Visa U.S.A. Inc. and/or other applicable Network by-laws and/or operating regulations.

*  Service requires execution of a specific addendum and/or amendment between the parties prior to commencement of receipt of such service.

THE PARTIES ACKNOWLEDGE THAT THE MASTER SERVICES AGREEMENT BETWEEN THEM, AS SUPPLEMENTED BY THIS AND OTHER ADDENDA, SET FORTH THE COMPLETE AND EXCLUSIVE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE SERVICES PROVIDED.

VENDOR:  FIFTH THIRD PROCESSING SOLUTIONS, LLC

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SERVICE LEVEL SCHEDULE TO THE CORE SERVICES ADDENDUM

TO THE MASTER SERVICES AGREEMENT

Vendor agrees to provide the Services in accordance with and subject to the following Service Level Standards, provided Vendor shall not be in default of the Agreement nor liable for any failure to maintain such telecommunication, computer capacity, staff or other service level contained herein as a result of an event as described in Section 7.(c) of the Master Services Agreement or otherwise due to the failure of a third party or Customer’s failures including without limitation its failure to utilize Vendor’s preferred processing methods (e.g. use of Vendor’s automated ATM monitoring system)  and Vendor shall be excused from performance of all or any such telecommunication, computer capacity, staff or other service level until such event has been removed and Vendor has had a commercially reasonable time to perform hereunder.  Vendor and Customer agree that each service level (i.e. performance/availability) provided in this addendum and Vendor’s performance thereof shall be measured on a non-cumulative, month-to-month basis:

I.              CRITICAL SERVICE LEVEL STANDARDS

1.     Authorization System Availability

A.    Definitions

1)       “Maintenance Outage Minutes” shall mean, with respect to a calendar month, the length of time, measured in minutes, of cardholder authorization outages which are due to routine maintenance and occur during the calendar month but only to the extent that such outages:

a)      Occur only during scheduled maintenance windows on Monday and/or Thursday between **** and **** Eastern Time (ET)

b)      Do not exceed **** minutes per maintenance period, or a maximum of **** minutes in a calendar month excluding, however, any time spent by Vendor in responding to any special request by Customer.

c)      Maintenance Outage Minutes are based on Vendor’s current, standard maintenance practices.  In the event Vendor’s current, standard maintenance practices change, new Maintenance Outage Minutes will be mutually agreed upon by Vendor and Customer.

2)       “Outage Minutes” shall mean, with respect to a calendar month, the aggregate length of time measured in minutes of authorization outages occurring in that calendar month minus any Maintenance Outage Minutes for that month.

3)“Total Authorization System Availability Minutes” shall mean with respect to a calendar month, the total number of minutes in that month minus any Maintenance Outage minutes.  This shall be calculated by multiplying the number of calendar days in the month, times 24 (hours) times 60 (minutes), less Maintenance Outage Minutes.

4)       “Authorization” shall mean those portion(s) of the card transaction authorization functionality performed by Customer and includes all pre-authorization activities.

B.        Criteria — Provided that Customer utilized Vendor then current high availability processing solution, The card authorization functionality will be available via primary or backup system connected to Customer’s systems to respond accurately and in a timely manner to Cardholder authorization inquiries twenty four (24) hours a day, seven (7) days per week in a manner so as to meet the Authorization System Standard Availability Performance.

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Standard Performance — The cardholder authorization system is available **** percent (****%) of Total Authorization System Availability Minutes in the Calendar month.

Below Standard Performance — The cardholder authorization system is available **** percent (****%) of Total Authorization System Availability Minutes in the Calendar month.

Failure of Performance - The cardholder authorization system is available for less than **** percent (****%) of Total Authorization System Availability Minutes in the Calendar month.

Substantial Failure  — The cardholder authorization system is (i) unavailable for a time period of more than **** consecutive hours and Vendor has not within such timeframe initiated its recovery efforts or (ii) available for less than **** percent (****%) of Total Authorization System Availability Minutes in the Calendar month.

2.     EFT Transaction Processing

A.        Criteria — All processing files and online transactions as mutually agreed by Customer and Vendor and that are received in Vendor Data Center by the end of the Customer’s processing day , excluding Vendor holidays, will be processed during that processing day’s production cycle.  A “Processing Day” shall be as mutually agreed by Vendor and Customer”.

Standard Performance — ****% of all processing files and online transactions received by the end of Customer’s processing day will be processed that processing day.

Below Standard Performance — Less than ****% of all processing files and online transactions received by the end of Customer’s processing day will be processed that processing day.

Failure of Performance — Less than ****% of all processing files and online transactions received by the end of Customer’s processing day will be processed that processing day.

Substantial Failure  —  Over an applicable calendar month Less than ****% of all processing files and online transactions received by the end of Customer’s processing day will be processed .

3.     Online Card Management and Interface Systems Availability

A.             Criteria —The Vendor’s online card management system(s) will be available to Customer for inquiry and maintenance activity 24 hours a day, seven (7) days per week, 365 days a year, excluding scheduled Maintenance Outage Minutes.  Maintenance Outage Minutes shall mean, with respect to a calendar month, the length of time, measured in minutes, of cardholder authorization outages which are due to routine maintenance and occur during the calendar month but only to the extent that such outages:

a)            Occur only during scheduled maintenance windows on Monday and/or Thursday between **** and **** Eastern Time (ET).

b)              Do not exceed **** minutes per maintenance period, or a maximum of **** minutes in a calendar month excluding, however, any time spent by Vendor in responding to any special request by Customer.

c)            Maintenance Outage Minutes are based on Vendor’s current, standard maintenance practices.  In the event Vendor’s current, standard maintenance practices change, new Maintenance Outage Minutes will be mutually agreed upon by Vendor and Customer.

d)            *Additional Maintenance Outage Minutes will be required on weekends at least once per

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month for updates to the Online Card Management System.

Standard Performance —The production online system(s) will be available for inquiry and maintenance activity 24 hours a day, seven (7) days per week, 365 days a year, excluding scheduled Maintenance Outage Minutes ****% of the time.

Below Standard Performance —The production online system(s) will be available for inquiry and maintenance activity 24 hours a day, seven (7) days per week, 365 days a year, excluding scheduled Maintenance Outage Minutes ****% of the time.

Failure of Performance —The production online system(s) will be available for inquiry and maintenance activity 24 hours a day, seven (7) days per week, 365 days a year, excluding scheduled Maintenance Outage Minutes less than ****% of the time.

Substantial Failure  — The online card management and interface to system(s) will be available for inquiry and maintenance activity 24 hours a day, seven (7) days per week, 365 days a year, excluding scheduled Maintenance Outage Minutes less than ****% of the time.

4.     Daily File Transmissions

A.        Criteria* — Daily File Transmissions generated for Customer will be available and ready to transmit following that Customer Business Day’s end of day processing by the times mutually agreed upon.  Each transmission will be calculated as a separate standard for remedy purposes.

Standard Performance —Files generated for Customer will be available and transmitted by the times mutually agreed upon below ****% of the time.

Below Standard Performance —Files generated for Customer will be available and transmitted by the times mutually agreed upon below ****% of the time.

Failure of Performance —Files generated for Customer will be available and transmitted by the times mutually agreed upon below ****% of the time.

Substantial Failure  — Files generated for Customer will be available and transmitted by the times mutually agreed upon below ****% of the time over an applicable calendar month period.

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II.            PRIMARY SERVICE LEVEL STANDARDS

1.     Daily Reports

A.        Criteria — Accurate Daily Reports will be updated and available for previous Customer Business Day’s activity by **** ET the next Customer Business Day

Standard Performance — ****% of the time by **** ET and ****% of the time by **** ET.

2.     Embossing & Encoding Accuracy

A.        Criteria — Cardholder plastics will be processed and mailed with accurate information embossed and encoded.  This standard will be measured based upon the plastics that are released to the cardholder.  Plastics requiring reruns which are released accurately after the rerun will not count against this standard.  Exceptions to this standard are those cardholder plastics which are produced inaccurately as a direct result of inaccurate information received by Vendor, an action by Customer, or an action taken by Vendor at Customer’s request.

Standard Performance — ****% of the time.

3.     Card Carrier Accuracy

A.        Criteria — Cardholder card carriers will be processed and mailed with accurate information printed.  This standard will be measured based upon the card carriers that are released to the cardholder.  Carriers requiring reruns which are released accurately after the rerun will not count against this standard.  Exceptions to this standard are those cardholder carriers which are produced inaccurately as a direct result of inaccurate information received by Vendor, an action by Customer, or an action taken by Vendor at Customer’s request.

Standard Performance — ****% of the time.

4.     Vendor Client Services Staff Availability

A.        Criteria — Vendor Business Relations staff will be available for Customer issues during the hours of 8:30 a.m. through 5:00 p.m. ET Monday through Friday, excluding Vendor holidays.  Exceptions to this standard will be made for special circumstances as mutually agreed to by Customer and Vendor.  Vendor Client Services Staff will be available 24 hours a day, 7 days a week, 365 days a year.

Standard Performance — ****% of the time.

5.     Network Staff Availability

A.        Criteria — The network support staff and Vendor customer support center will be available to respond to network related issues 24 hours a day, 7 days a week, 365 days a year.

Standard Performance — ****% of the time.

6.     Network Control Monitoring

A.        Criteria — Vendor agrees its Network Control Center will monitor mission critical customer supported primary and backup technologies and circuits 24 hours a day, 7 days a week, 365 days a year. Vendor will provide to Customer Vendor’s Escalation Procedures, which shall be updated as necessary with contact names and telephone numbers.  Vendor will adhere to the described

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Escalation Procedures.  Notwithstanding, Vendor agrees to notify Customer promptly in the event of a failure of network and hardware failures.  Customer (and any affiliates thereof) must provide Vendor constantly up-to-date information regarding Customer’s contact name, telephone numbers, and e-mail address, which contact person, or back-up, shall be available 24 hours/day, 7 days/week, 365 days/year.

Standard Performance — ****% of the time.

B.        Criteria - All circuits will be monitored and defined mission critical at all sites designated by Customer.  Telecom personnel at Customer will be notified in the event of a network or hardware disruption within **** minutes of the time of such failure.

Monthly reports will be made available to Customer. If the circuit utilization reaches a daily average capacity of ****% or greater for five consecutive business days then Customer’s Telecom personnel must be notified within **** hours.  Customer requires the option to request an increase in bandwidth in the event of such an occurrence within **** days of the occurrence.  The bandwidth increase must be accomplished within **** days after the request.

All equipment failures must be addressed within **** (****) hours of identification of the cause of a failure.

Standard Performance — ****% of the time.

7.     Chargeback Processing

A.        Criteria — Vendor agrees to process cardholder chargebacks in accordance with associated Network & regulatory rules, procedures and timeframes for such disputes.

Standard Performance — ****% of the time.

8.     ATM Terminal Monitoring

A.        Criteria —Vendor will use commercially reasonable efforts to ensure monitoring of Customer’s ATM terminals and their status, 7 days a week, 365 days a year.  Subject to Customer’s continued use of Vendors ATM automated monitoring service, in the event that an ATM terminal malfunctions, then Vendor agrees to use its reasonable efforts to notify Customer of such malfunction within **** (****) minutes of such malfunction at such contact name, number or other contact method as provided to Vendor by Customer.

Standard Performance — ****% of the time.

III.           SECONDARY SERVICE LEVEL STANDARDS

1.     Plastics Production [New Cards]

A.        With PIN Mailer Criteria — Cardholder embossing orders entered into Vendor’s card management system by **** ET (Monday through Friday excepting Vendor-observed  holidays) will be sent to the shipping point within the number of days agreed upon for the agreed upon percentage of each Calendar Month’s volume.  Plastic holds and plastic destruction requests by the Customer are excluded from this standard.  Customer usage of cardholder PIN mailer optional service will modify these time frames.

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Standard Performance — ****% of the time within **** (****) Business Days (Monday through Friday excepting Vendor-observed holidays) and ****% of the time within **** (****) Business Days (Monday through Friday excepting Vendor-observed holidays).  In the event Vendor’s current, standard embossing practices change, higher performance standards for new Plastics Production [new cards] With PIN Mailer Criteria will be mutually agreed upon by Vendor and Customer.

B.        Without PIN Mailer Criteria — Cardholder embossing orders entered into Vendor’s card management system by **** ET (Monday through Friday excepting Vendor-observed holidays) will be sent to the shipping point within the number of days agreed upon for the agreed upon percentage of each Calendar Month’s volume.  Plastic holds and plastic destruction requests by the Customer are excluded from this standard.

Standard Performance — ****% of the time within **** (****) Business Day (Monday through Friday excepting national holidays) and ****% of the time within **** (****) Business Days (Monday through Friday excepting Vendor-observed holidays).  In the event Vendor’s current, standard embossing practices change, higher performance standards for new Plastics Production [new cards] Without PIN Mailer Criteria will be mutually agreed upon by Vendor and Customer.

2.     Plastics Production [Reissued Cards]

A.        Criteria — Cardholder reissued plastics produced as a result of Vendor’s monthly reissue process will be will be sent to the shipping point  within the number of days agreed upon for the agreed upon percentage of each Calendar Month’s volume.  Plastic holds and plastic destruction requests by the Customer are excluded from this standard.

Standard Performance — As mutually agreed by the parties

3.     Plastics Production [Rush/Special Request Plastics]

A.        Criteria — Cardholder embossing orders entered into Vendors card management system by **** EST (Monday through Friday excepting Vendor-observed holidays) as a rush order will be shipped via overnight service the following Vendor card production day, provided no PIN mailer has been requested.

Standard Performance — As mutually agreed by the parties

4.     Cardholder Letters/Notices/Mailings Accuracy

A.        Criteria — Cardholder letters/notices/mailings will be processed and mailed accurately.  This standard will be measured based upon the letters/notices that are released to the cardholder.  Accuracy is based on the total number of letters/notices/mailings that are correctly processed with accurate information, and mailed with required inserts, envelopes and forms.  Letters and notices requiring reruns which are released accurately after the rerun will not count against this standard.  Exceptions to this standard are those cardholder letters/notices/mailings which are produced inaccurately as a direct result of an action by Customer, or an action taken by Vendor at Customer’s request.

Standard Performance — As mutually agreed by the parties.

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IV.           TRACKED SERVICE LEVEL STANDARDS

These standards will be monitored and reported on but will not be included in the calculation of Customer credits or used as a basis for termination.

1.     Incident Response  (IR) Resolution

A.        Criteria — Customer understands that incident reports are prioritized and worked based upon the severity and Cardholder impact of issues.  To that end, Vendor will work with the Customer to assign priorities to incident reports initiated by the Customer.  Based upon these priorities, Vendor’s Relationship Management Team will identify and communicate resolution dates for critical incident reports.  These resolutions can identify either temporary or permanent solutions to issues with the understanding that any temporary solutions will be replaced with permanent solutions within a commercially reasonable time frame.

Standard Performance — Vendor will provide resolutions within committed timeframes ****% of the time and within one week of committed time unless that time frame will conflict with a major Vendor systems change, in which case the resolution will be implemented within **** (****) weeks of the committed time frames ****% of the time.  This measurement will be based upon the total IR’s generated and resolved over a monthly period.

2.     Programming Requests Completion

A.        Criteria — All programming requests submitted by the Customer must be analyzed and implemented based on the standard below.  Acknowledgement will be tracked as part of the request acknowledgement standard.

Standard Performance — An estimate of programming hours and costs will be completed as prioritized by the Customer with a goal of completion being within **** Customer business days of Vendor’s receipt of complete and accurate definition and scope of work.  All program requests will be implemented based upon the priorities among such requests as established by the Customer with a goal of completing all program requests within the initial estimated time frame as detailed in the functional design.

V.            REPORTING OF SERVICE LEVEL STANDARDS

By the end of the **** (****th) Customer Business Day of each Calendar Month, Vendor agrees to provide Customer with a monthly report stating, by reference to the Service Level Standards, its performance of the said Service Levels for the preceding full Calendar Month (the “Service Levels Report”).

VI.           PROCESSING FEE REBATES BASED ON THE PERFORMANCE OF SERVICE LEVEL STANDARDS

1.     Critical Service Levels

A.        If, during the term of this Agreement, Vendor fails to perform at the “standard performance” level for  (i)  any **** (****)  Critical Service Level Standards in any calendar month or (ii) any Critical Service Level Standard for **** (****) consecutive Calendar Months, or for a total of **** (****) Calendar Months in any **** (****) consecutive twelve (12) Calendar Month period, then for (i) that **** month or for (ii)  the **** (****) consecutive or **** (****) aggregate Calendar Month of such same failed performance will be considered a “Standard Performance Failed Month”.  For each Standard Performance Failed Month, Vendor will rebate Customer **** percent (**** %) of the Processing Fees related to such Service  for such Standard Performance Failed Month.  Vendor will continue to rebate Customer **** percent (**** %) of the Processing Fees related to such Service  for each subsequent Calendar Month in which Vendor fails to perform at the standard performance level for the Critical Service Level Standards

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which Vendor failed to perform and that resulted in the initial rebate (including the failure of any ****  Critical Service Level Standards).  This rebate will continue each Calendar Month that Vendor so fails until such time as **** (****) Calendar Months have passed without the occurrence of a Standard Performance Failed Month for each of the Critical Service Level Standards which Vendor failed to perform and that resulted in the rebate.  All rebates will be paid via ACH credit to Customer within **** (****) days of the Standard Performance Failed Month.

B.        If, during the Term of this Agreement, Vendor fails to perform at the “below standard performance” level for (i) any **** Critical Service Level Standards or (ii) any Critical Service Level Standard for **** (****) consecutive Calendar Months, or for a total of **** (****) Calendar Months in any **** (****) consecutive twelve (12) Calendar Month period, then for (i) that **** month or for (ii) the **** (****) consecutive or **** (****) aggregate Calendar Month of such same failed below standard performance will be considered a “Below Standard Failed Month”.  For each Below Standard Failed Month, Vendor will rebate Customer **** percent (**** %) related to such Service  of the Processing Fees for such Below Standard Failed Month.  Vendor will continue to rebate Customer **** percent (**** %) of the Processing Fees related to such Service  for each subsequent Calendar Month in which Vendor fails to perform at the below standard performance level for all Critical Service Level Standards which Vendor failed to perform and that resulted in the initial rebate (including the failure of any ****  Critical Service Level Standards).  This rebate will continue each Calendar Month that Vendor so fails until such time as **** (****) Calendar Months have passed without the occurrence of a Below Standard Failed Month for each of the Critical Service Level Standards which Vendor failed to perform and that resulted in the rebate.  All rebates will be paid via ACH credit to Customer within **** (****) days of the Below Standard Failed Month.

C.        If, during the Term of this Agreement, Vendor fails to perform at the “failure of performance” level for any Critical Service Level Standard, then such month will be considered a “Below Failure Month.”  For each Below Failure Month, Vendor will rebate Customer **** percent (**** %) of the Processing Fees related to such Service  for such Below Failure Month.  Vendor will continue to rebate Customer **** percent (**** %) of the Processing Fees related to such Service  for each subsequent Calendar Month in which Vendor fails to perform at the failure of performance level for any Critical Service Level Standard until such time as **** (****) calendar months have passed without the occurrence of a Below Failure Month.  All rebates will be paid via ACH credit to Customer within **** (****) days of the Below Failure Month.

2.     Primary Service Levels

A.        If, during the term of this Agreement, Vendor fails to satisfy any combination of Primary Service Level Standards for **** (****) consecutive Calendar Months, or a total of **** (****) Calendar Months in any **** (****) consecutive twelve (12) Calendar Month period, then the **** (****) consecutive or **** (****) aggregate Calendar Month of such failed performance will be considered a “Primary Service Failed Month”.  For each Primary Service Failed Month, Vendor will pay Customer **** ($****) dollars.  Vendor will continue to pay Customer **** ($****) dollars for each subsequent Calendar Month that Vendor so fails in which Vendor fails to satisfy all Primary Service Level Standards which Vendor failed to perform and that resulted in the payment.  This payment will continue each Calendar Month until such time as **** (****) Calendar Months have passed without the occurrence of a Primary Service Failed Month for all Primary Service Level Standards which Vendor failed to perform and that resulted in the payment.  All payments will be paid via ACH credit to Customer within **** (****) days of the Primary Service Failed Month.

3.     Secondary Service Levels

A.        If, during the term of this Agreement, Vendor fails to satisfy any combination of Secondary Service Level Standards for a total of **** (****) Calendar Months in any **** (****) consecutive twelve (12)

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Calendar Month period, then the **** (****) Calendar Month of such failure will be considered a “Secondary Service Failed Month”. For each Secondary Service Failed Month, Vendor will pay Customer **** ($****) dollars.  Vendor will continue to pay Customer **** ($****) dollars for each subsequent Calendar Month in which Vendor fails to satisfy the all Secondary Service Level Standards which Vendor failed to perform and that resulted in the payment.  This payment will continue each Calendar Month that Vendor so fails until such time as **** (****) Calendar Months have passed without the occurrence of a Secondary Service Failed Month for the Primary Service Level Standards which Vendor failed to perform and that resulted in the payment.  All payments will be paid via ACH credit to Customer within **** (****) days of the Secondary Service Failed Month.

VII.         TERMINATION OF SERVICES OR AGREEMENT BASED ON PERFORMANCE OF CRITICAL SERVICE LEVEL STANDARDS

1.                                       If during any consecutive **** (****) Calendar Months during the term of this Agreement, Vendor has failed to satisfy the “below standard performance” level for the Critical Service Level Standards **** (****) times, then Customer at its election may terminate the affected Service or this Agreement in its entirety in accordance with Section 7.(b) of the Master Services Agreement upon written notice to the Vendor.  Such termination shall become effective on a date specified by the Customer, which date shall be no later than **** (****) Calendar Months after Customer’s delivery to Vendor of written notice of its intention to so terminate.  Termination of the Agreement as set forth above shall not relieve Vendor from any obligation under the Agreement, including but not limited to providing Transition/Conversion services pursuant to Section 7.(e) of the Master Services Agreement.

2.                                       If during any consecutive **** (****) Calendar Months during the term of this Agreement, or any **** Calendar Months during any 12 month consecutive period, Vendor has had a Below Failure Month for the Critical Service Level Standards, then Customer at its election may terminate the affected Service or this Agreement in its entirety in accordance with Section 7.(b) of the Master Services Agreement upon written notice to the Vendor. Such termination shall become effective on a date specified by the Customer, which date shall be no later than **** (****) Calendar Months after Customer’s delivery to Vendor of written notice of its intention to so terminate.  Termination of the Agreement as set forth above shall not relieve Vendor from any obligation under the Agreement, including but not limited to providing Transition/Conversion services pursuant to Section 7.(e) of the Master Services Agreement.

3.                                       If, at any time during the Term of this Agreement, any Critical Service Level Standard experiences a Substantial Failure (as set forth in the Critical Service Level Standards in Section I herein) applicable to such Service, then Customer at its election may terminate by providing written notice to Vendor within **** (****) days of such event that it intends to terminate (i) such Service in accordance with Section 7.(b) of the Master Services Agreement upon written notice to the Vendor, or (ii) this Agreement in its entirety in accordance with Section 7.(b) of the Master Services Agreement upon written notice to the Vendor without regard to the Issue Resolution procedure set forth in Section VIII below.  In either case, such termination shall be effective on the date of delivery of such written notice by Customer or on such other date as specified by Customer.  Termination of any Service as set forth above shall not relieve Vendor from any obligation under the Agreement to continue to provide to Customer all other remaining Services.  Termination of the Agreement as set forth above shall not relieve Vendor from any obligation under the Agreement, including but not limited to providing Transition/Conversion services pursuant to Section 7.(e) of the Master Services Agreement.

VIII.        ISSUE RESOLUTION

Vendor and Customer agree that in order to address any concerns related to the Performance Standards, Vendor will:

(a)   provide Customer with an assigned Vendor relationship manager;

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(b)        provide a quarterly on-site meeting with Customer by an Vendor National manager or Vendor National  Director, on a mutually agreed upon date, during the first year of the Agreement; and

(c)         thereafter, provide a quarterly meeting with Customer by an Vendor National manager or Vendor National  Director, on a mutually agreed upon date.  One quarterly visit per calendar year must be an on-site visit by the Vendor regional manager or the Vendor National Director, additional on-site visits may be reasonably requested by Customer; and

(d)        provide Customer with Vendor’s Escalation Procedures, which shall be updated as necessary with contact names and telephone numbers.

In the event of any Below Failure Month, Standard Performance Failed Month or Below Standard Failed Month, Vendor will promptly inform Customer and take all steps necessary to remedy such failures and shall work with Customer to address service level performance issues.

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FEE SCHEDULE TO THE CORE SERVICES ADDENDUM

TO THE MASTER SERVICES AGREEMENT

This Fee Schedule shall be a Schedule to the Core Services Addendum to the Master Services Agreement between Fifth Third Bancorp (“Vendor”) and Fifth Third Bancorp behalf of itself and its subsidiaries and affiliates (“Customer”) dated June 30, 2009 (“Agreement”). The following fees will apply for the Services specified in this Schedule, during the Initial Term of the Agreement.

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* Vendor shall credit Customer an amount equal to the lesser of: (i) $****, or (ii) the actual amount of Programming Services fees  (during normal business hours) incurred by Customer per each calendar month during the Initial Term of this Agreement (“Monthly Programming Credit”) against Vendor Programming Services fees only (and not third-party fees and/or expenses, including, but not limited to all travel expenses) which Vendor actually charges to Customer (less any other credits and/or waivers), provided Customer gives Vendor written notification of the task(s) requested and/or required by Customer and such notification specifically mentions the Monthly Programming Credit.  Portions, if any, of the then current Monthly Programming Credit not utilized by Customer during the then current calendar month shall **** carried over to any subsequent calendar month’s Monthly Programming Credit.  Vendor and Customer do further acknowledge and agree that at the termination of this Agreement for any reason, Vendor shall not owe Customer any portions whatsoever of the Monthly Programming Credit not used by Customer during any term of this Agreement.  This Monthly Programming Credit shall be credited to Fifth Third Bank only and not on a per Affiliate basis.

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