INFORMATION TECHNOLOGY SERVICES AGREEMENT BETWEEN FIDELITY INFORMATION SERVICES, INC. And SOLERA BANK, N.A. (IO)

Fidelity eBanking - Home Banking

ITEM PROCESSING SERVICES SCHEDULE

INITIAL TERM

Five (5) years

RENEWAL TERM

Five (5) years

COMMENCEMENT DATE

The date that the Services are first installed and available for Customer’s use in a production environment which is signified by Fidelity turning the system over to Fidelity support.

This Schedule together with any attachments and/or exhibits hereto, the General Terms and Conditions to be signed concurrently (“General Terms”), and any written modifications thereto signed and agreed to by Fidelity Information Services, Inc. of Maitland, Florida (“Fidelity”) and Solera Bank, N.A. (IO) of Wheat Ridge, Colorado (“Customer”) from time to time hereafter shall be referred to as the “Item Processing Services Agreement” or “Agreement”.

As of the Commencement Date for Services, Fidelity will provide to Customer the Item Processing Services listed on Attachment 1 (“Pricing Attachment”) attached to this Schedule, as more fully described in Fidelity’s then current version of the Fidelity Item Processing Service Documentation.

1. DEFINITIONS

In addition to any other defined terms contained in the General Terms, the following terms will have the following meanings with regard to this Agreement:

1.1

“Account” means a demand deposit, negotiable order of withdrawal, other checking type of account, money market deposit account, or other savings type account offered by Customer to its end-customer(s).

1.2

“BCX Product” shall mean the BCX Services described in this Schedule.

1.3

“Branch Capture Express” or “BCX” shall mean the capture of Item Images at any location other than the Service Center.

1.4

"Business Day" is each weekday, Monday through Friday, which is not a holiday of the Federal Reserve Bank for the Federal Reserve District in which Customer’s principal office is located.

1.5

"Conversion Services" will mean a mutually agreeable schedule that Fidelity will provide services and instructions reasonably required for Customer to convert to and use the Services.

1.6

“Crippled Statement” will mean an end-customer statement whose number of Items to be enclosed is greater than or less than the enclosure count for that statement or as the result of missing Images.

1.7

“Customer’s Data Processing Services Provider” is the customer itself or vendor appointed by Customer to perform Customer’s core data processing services.

1.8

“Exception Item” will mean an Item, the automated processing of which is interrupted because of a condition defined by Customer, such definitions which may be changed from time to time.

1.9

“Exception Item File” will mean the file of Exception Items that Customer’s Data Processing Services Provider or Customer’s end customer creates and transmits to Fidelity.

1.10

“Fidelity Business Hours” are each Business Day from 07:00 to 18:00.

1.11

“Fidelity Image Archive” will mean the electronic storage of the bitonal front and back item images at a Fidelity designated facility.

1.12

“Internet Banking Access to Check Images” is the Fidelity home banking archive interface described in an attached Exhibit if such additional service is contracted.

1.13

“Inclearing Item” will mean a Customer Item that Fidelity receives from the Federal Reserve Bank or other financial institution with an incoming cash letter for the purpose of performing Services.

1.14

“Item Image” is a digitized black and white image of the front and back of each Item.

1.15

"Item" is a document or other segment of media on which is recorded information evidencing a withdrawal from or draft against (i) a demand deposit, negotiable order of withdrawal, or other checking account offered by Customer to its customers, or (ii) an internal Customer general ledger account, deposit ticket, loan coupon or cash ticket.

1.16

“Item Posting File” will mean a file that Fidelity creates from captured Items for transmission to Customer’s Data Processing Services Provider.

1.17

“Item Processing Services” are the Services Fidelity will provide to Customer, and Customer will purchase from Fidelity, for their total requirements for Item Processing Services.

1.18

“MICR” is the magnetic ink character recognition information that is encoded on Items for processing.

1.19

“MICR Rejects” will mean Items captured during prime pass that are rejected due to the inability to properly interpret the MICR encoding. The inability to interpret the MICR encoding may be caused by a variety of reasons, including but not limited to: (a) poor MICR encoding; (b) missing MICR encoding; (c) physical document damage. Fidelity will electronically repair and may physically repair the MICR Rejects.

1.20

“On-Us Item” will mean an Item that is drawn on the Customer or Customer’s end-customer.

1.21

“Original Item Retrieval” will mean occasionally removing Items from the check vault upon Customer’s request.

1.22

“Over-the-Counter” will mean Items submitted by Customer branch offices, departments, or Customer’s end-customers for the purpose of performing Item Processing Services.

1.23

“Posting Reversals” will mean the monetary reversal of posted Items.

1.24

“Pre-encoded Item” will mean an Item received by Fidelity that has required MICR line fields encoded, which Fidelity will capture.

1.25

“Prime Pass Item Volume” is defined as the total number of Inclearing and Over-the-Counter or Proof and Transit Items.

1.26

“Return Item” will mean an Item that Customer instructs Fidelity to return. Customer will provide Fidelity with a reason for the return of Return Items.

1.27

“Serial Fine Sort” will mean the sorting of check Items into account, amount, and or check number order.

1.28

"Service" or "Services" are all of the services to be provided by Fidelity under this Exhibit, which include Item Processing Services and Conversion Services.

1.29

"Service Center" is the space at one or more locations where Fidelity performs Item Processing Services.

1.30

“Special Programming” will mean the provision of programming resources to support Customer’s request for new or modified products or services.

1.31

“Statement Cycle Date” will mean the ending cycle date printed on end-customer’s Account statement.

1.32

“Statement/Notice Rendering” will mean the insertion of an end-customer statement/notice and required Items and inserts into an envelope, sealing the envelope in preparation for mailing to the end-customer. Fidelity may apply postage, which will be recovered by the Customer.

1.33

"System" or "Systems" are (i) computer programs, including without limitation software, firmware, application programs, operating systems, files, and utilities; (ii) supporting documentation for such computer programs, including without limitation input and output formats, program listings, narrative descriptions, operating instructions and procedures, user and training documentation, special forms, and source code; and (iii) the tangible media upon which such programs are recorded, including without limitation chips, tapes, disks, diskettes, and any other storage media.

1.34

“Transit Item” is an encoded or Unencoded Item drawn on another financial institution that Fidelity will capture for the purpose of creating an outgoing cash letter.

1.35

“Unencoded Item” will mean a document received by Fidelity where the dollar amount or any other required data field is not encoded.

2. TERM

Unless otherwise terminated as provided for in the General Terms or as may be set forth herein, the term of this Agreement shall commence on the Commencement Date and shall expire at the end of the Initial Term set forth above. Thereafter, this Agreement will automatically renew for successive periods of the Renewal Term set forth above unless either party gives the other party written notice at least one hundred eighty (180) days prior to the expiration date of the Term then in effect that the Agreement will not be renewed beyond such Term. The Initial Term and the Renewal Terms are herein collectively referred to as “Term”.

3. FEES

Customer agrees to pay to Fidelity the Fees for Services as set forth in Pricing Attachment beginning on the Commencement Date in accordance with the payment terms set forth in the General Terms.

4. ITEM PROCESSING DESCRIPTION OF SERVICES

Fidelity will perform the following services:

4.1

Proof and Encode. Over the counter (teller) work is filmed by the bank, bundled, then routed to Fidelity. Debit and Credit totals are established and outgoing Cash Letter items are encoded using Fidelity’s Image Processing equipment.

4.2

Item Capture. Over the counter and Incoming Cash letter items are read by the high speed reader sorter. Images of all documents are digitized and stored on magnetic media along with information needed to post and/or track each document

4.3

NSF and Un-posted Items. All exception items will be reviewed with the bank if necessary and will then be processed by Fidelity. This includes preparation and disposition of NSF notices, outgoing return cash letters, and ACH returns. Un-posted/unmatched items will be corrected and resubmitted for posting.

4.4

Incoming Return Items. Fidelity will process bank’s FRB return cash letter. Returned items will be resubmitted, charged back to the customer account or placed in Customer’s cash items based on prearranged agreements.

4.5

Statement Rendering. Imaged statements will be printed, metered and mailed by Fidelity for all Checking and Savings accounts based on bank’s instructions. Fidelity will also verify enclosure counts, meter and mail statements on non-imaged accounts. Any account having an image or document discrepancy (cripple statement) that can not be resolved by Fidelity will be forwarded to bank for handling. At bank’s request, Fidelity will insert marketing or other informational material in out-going statements.

4.6

Research and Adjustments. Fidelity will conduct any necessary research and make appropriate entries required regarding FRB cash letters processed on behalf of Customer.

4.7

Document Storage. Fidelity will store Customer’s physical items at its facility for safekeeping until they are disposed of.

4.8

Optical Image Storage. Fidelity will archive document images from Customer’s designated RAID unit to Fidelity’s Optical Disk system as needed for long term storage.

4.9

Electronic File Transmission. Fidelity will transmit captured item data to bank via high speed data communications for input to bank’s processing system.

4.10

Branch Capture Xpress. Customer will provide, at Customer’s expense and as documented in the Pricing Attachment, attached hereto, the BCX hardware and software utilized within the branches or other locations designated by Customer and telecommunications connectivity between Customer locations and the Service Center. Fidelity will receive Item Images from Customer’s BCX locations by the timeframe set forth in Exhibit B, Processing Times, of this Schedule. The BCX Items will be processed using Over-the-Counter Image Capture.

Fidelity will: (i) provide the acquisition and installation of BCX hardware and software; (ii) process Customer’s data utilizing the BCX Product and report BCX Product processing results; (iii) provide one (1) day of training (up to ten hours) per BCX location and one (1) copy of user documentation to enable Customer to utilize the BCX Product; and (iv) BCX Product support via telephone during Fidelity Business Hours. If Fidelity is required to perform BCX Product maintenance or support at the Customer location, Fidelity will provide these services at the then current programming hourly rate plus materials and any travel related expenses.

5. CUSTOMER'S OBLIGATIONS

Customer will:

5.1

Perform all of its obligations hereunder, including but not limited to testing, reviewing and otherwise adhering to the timeframes set forth in the implementation project plan, in a timely manner; and

5.2

Deliver to Fidelity all Items, in a condition and form consistent with the generally accepted requirements of a high-speed item processing operation. Customer assumes full responsibility for the accuracy, completeness, and authenticity of all Items furnished to Fidelity, and Fidelity will thus be entitled to rely thereon and will have no obligation or responsibility to audit, check, or verify the Items. Without limiting the generality of the foregoing, Customer will have sole responsibility for (a) verifying dates, signatures, amounts, authorizations, endorsements, payment notices, collection times, fees and charges imposed by Customer on its customers and other similar matters on all Items delivered to Fidelity; (b) placing stop payments and holds on Accounts; and (c) determining the correctness of all magnetic ink inscribed or appearing on Items, regardless of by whom or when inscribed. If any Items submitted to Fidelity are incorrect, or in a condition inconsistent with the generally accepted requirements of a high speed item processing operation, Fidelity may, in its sole discretion, either (i) require Customer to resubmit completed and corrected Items, or (ii) correct and complete the Items itself and Customer will pay Fidelity the charges for any additional services provided by Fidelity to correct or complete such Items or otherwise prepare such Items for processing.

5.3

Provide Inclearing, Unencoded and Pre-encoded Items to Fidelity Business Day according to the Processing Times contained in the attached Exhibit.

5.4

Provide to Fidelity by mutually agreeable means, current information reasonably required by Fidelity concerning the Accounts offered by Customer to its end-customers and internal Customer general ledger accounts.

5.5

Ensure that all Items and other documents or media which Fidelity may be required to process under this Schedule are in a format acceptable to Fidelity and contain, in machine readable form, the data and information required by Fidelity.

5.6

Ensure appropriate personnel of Customer are properly trained to utilize the Item Processing Services.

5.7

In a manner prescribed by Fidelity, Customer will balance non-business Account statement cycles for monthly periodic statements so that approximately the same number of statements are to be prepared on each of the statement cycles (not more than twenty (20) Business Days during the month). The monthly statement print files will be transmitted, in a format acceptable to Fidelity, including intelligent insertion marks or bar coding indicating the number of Items to be enclosed with each statement.

5.8

Communicate any changes or modifications to the statement cycle, permanent or temporary, to Fidelity at least five (5) Business Days in advance of the Statement Cycle Date.

5.9

Cooperate with Fidelity in the performance of Item Processing Services and provide to Fidelity such data and information, management decisions, regulatory interpretations and policy guidelines as Fidelity reasonably requires.

5.10

Provide Fidelity with contact list and escalation procedures to insure that production problems and other issues requiring Customer attention are addressed on a timely basis by the appropriate individual(s).

5.11

Be responsible for the transportation of all Items, records, and other data between Customer offices and the Service Center and the related costs.

5.12

Appoint Fidelity as its agent for purposes of receiving Items from and returning Items to clearing organizations. Customer will notify all appropriate third parties of such appointment and pay or reimburse Fidelity for any charges payable to such clearing organizations for, or required as a condition to, so receiving or returning Items.

5.13

Forward directly to Fidelity any On-Us Items or other Items that are posted by or on behalf of Customer without being entered into the clearing process.

5.14

Networking and communication devices provided by Customer must be approved by Fidelity to insure compatibility with the Fidelity System.

5.15

Transmit Item Images and Items to the Service Center or Customer location in accordance with the timeframe set forth in Exhibit B, Processing Times, of this Schedule. Customer will re-transmit or capture and re-transmit Item Images that were not received by Fidelity or were unreadable when received by Fidelity.

5.16

Utilize internal documents that will enhance amount recognition software’s read rates. Read rates must remain higher than 50% for BCX.

6. PROBLEM REPORTING AND RESOLUTION

6.1. Problem Reporting. Customer is responsible for reporting problems to Fidelity's customer service or operations staff at the contact numbers or addresses provided by Fidelity from time to time.

6.2. Problem Response. Fidelity shall respond to each reported problem promptly based on the severity of the problem and its effect on Customer's operations. Fidelity shall use reasonable commercial efforts to either resolve each problem or provide Customer with information to allow Customer's personnel to address the problem. In the event the resolution of a reported problem which materially impacts Customer's operations will carry-over to the next business day, Fidelity will provide Customer with a status report for the problem and an estimate of the resolution time and course, if possible.

7. OTHER SERVICES

7.1 Item Posting File Transmission Contingency. In the event that Fidelity is unable to successfully transmit any Item Posting File to Customer, Fidelity will burn a CD-ROM or DVD containing the data and make it available for pickup by Customer or Customer’s courier, or, arrange for courier delivery to Customer’s Data Processing Services Provider.

7.2 Image Processing System Reports. Fidelity will provide standard reports - All Items Listing, Cash Letter Detail, Cash Letter Summary, Change Log, and the Item Balancing Sheet - in a mutually acceptable format each Business Day and make the file available for pickup by Customer using a TCP/IP transfer utility or physically available by the timeframe documented in Exhibit B, Processing Times.

8. MISCELLANEOUS

8.1 Programming Support. Fidelity will provide Special Programming at Customer’s request for new or modified products or services at the current programming hourly rate.

8.2 On-site Consulting. Fidelity will provide item processing consulting services at Customer’s request for new or modified products or services at the current hourly rate.

8.3 Courier Services. Customer will be responsible for the selection, expense and overall management of the couriers that are used for the transportation of all Items, records, and other data between Customer offices and the Service Center, the Inclearing Items from the Federal Reserve Bank to the Service Center, and for the transportation of Transit Items to the Federal Reserve Bank or other upstream correspondent banks. The parties agree that such courier service may be either an existing courier service shared by other Fidelity customers or, if Customer in its sole discretion determines that it is not feasible or desirable to utilize such existing courier service, such other courier service as is designated by Customer.

8.4 Change of Core Provider. Customer will provide Fidelity with at least 180 days advance written notice of its intent to change Customer’s Data Processing Services Provider. If Customer elects to change its Data Processing Services Provider, Customer will pay to Fidelity the certification and related charges necessary for Fidelity to determine how the image item capture services provided under this Schedule may continue to be provided following such change.

INTERNET BANKING ACCESS TO CHECK IMAGES

EXHIBIT A

Statement of Services. This Internet Banking Access to Check Images Product is designed and usage is intended to enable the access, retrieval, and transfer of a single Item Image from the Fidelity Image Archive to the Customer’s home banking application utilized by account holders of Customer for presentation of a single Item Image per each account holder’s request. Use of the Home Banking Archive Interface Product for all other purposes is expressly prohibited without the written approval of Fidelity. This Exhibit authorizes use of the Home Banking Archive Interface Product to interface with the following home banking application (check one box only):

Fidelity or its designees will perform all modifications or customizations to the Home Banking Archive Interface Product requested by Customer under an approved written professional services agreement between the parties.

Payment for Services. In consideration for the provision set forth above, Customer will pay Fidelity the amounts set forth in the Pricing Attachment attached hereto after the Implementation Date of the Home Banking Archive Interface Product. Monthly fees are for management and operation of the Home Banking Archive Interface Product as defined and exclude all other charges, specifically necessary telecommunication connectivity requirements.

Customer Responsibilities. Customer will (i) provide all telecommunications components necessary for connectivity between the Home Banking Archive Interface Product and Customer’s home banking application; (ii) provide Fidelity specifications necessary for the implementation and testing of the Home Banking Archive Interface Product; (iii) grant Fidelity access to data generated by the Home Banking Archive Interface Product for support purposes; (iv) contract with Fidelity for Fidelity Intranet/Internet Access to Images services; and (v) perform all commercially reasonable user authentication, data encryption, “firewall protection”, and security management related to connecting and using the Home Banking Archive Interface Product and accessing the Fidelity Image Archive that is accordance with: (a) generally accepted industry standards, (b) industry regulatory requirements, and (c) Fidelity published network connectivity standards.

Performance Standards. The Home Banking Archive Interface Product will be available seven days per week except for time periods designated by Fidelity to perform system maintenance, repair, and component upgrades or replacement. Images captured by Fidelity will be available to the Home Banking Archive Interface Product by 08:00 a.m. local time the following Business Day. Images will remain available to the Home Banking Archive Interface Product for a period not to exceed ninety (90) days.

Fidelity’s failure to achieve this performance standard will not be conclusive evidence of a material breach by Fidelity of its obligations under this Exhibit. Customer may, however, if the facts and circumstances of such failure so warrant, declare a material breach of this Exhibit.

Home Banking Archive Interface Product Warranty. CUSTOMER’S SOLE WARRANTY WITH RESPECT TO COMPUTER HARDWARE AND SOFTWARE SUPPLIED BY THIRD PARTIES AND USED BY FIDELITY IN PROVIDING THE SERVICE UNDER THIS EXHIBIT, IS THE WARRANTY PROVIDED BY SUCH THIRD PARTY AS IT MAY BE AVAILABLE TO CUSTOMER. FIDELITY HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY WHATSOEVER ABOUT THE PERFORMANCE OR LEGAL OR REGULATORY COMPLIANCE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY COMPUTER HARDWARE AND SOFTWARE SUPPLIED BY THIRD PARTIES. Customer acknowledges that Fidelity has no duty or responsibility to modify any such third-party product, except to the extent that the vendor thereof has such a duty or responsibility to modify such product pursuant to the applicable license agreement between Fidelity and such vendor.

PROCESSING TIMES

EXHIBIT B

PROCESSING TIMES

All times indicated in this Exhibit refer to the time zone in which the Service Center is located.

Client Delivery Requirements.

Over-the-Counter Items	Business Day - Monday through Friday 50% by 16:00 100% by 18:00
Inclearing Items	Business Day - Monday through Friday RCPC by 09:30 City by 13:30

II.

File Transmission Requirements.

Over-the-Counter Transmission by Fidelity	Business Day - Tuesday through Thursday 24:00 Business Day - Monday (or day following holiday) 01:00 Business Day - Friday 02:00
Inclearing Transmission by Fidelity	Business Day - Monday through Friday 22:00
Statement Print Text File Transmission(s) Completed by Client	First Business Day following Statement Cycle Date 04:00
Statement Reconciliation File Transmission(s) Completed by Client - Image Statement Only	First Business Day following Statement Cycle Date 04:00
Exception Item File Transmission Completed by Client	Next Calendar Day 02:30
Return Item File Transmission by Client	Business Day - Monday through Friday 13:00

III.

Same Day Settlement by Fidelity.

Same Day Settlement Adjustments	Business Day of Presentment - Monday through Friday 14:30
Same Day Settlement Adjustments Documentation Available for Pick-Up	Business Day of Presentment - Monday through Friday 18:00

IV.

Image Archive Available by Fidelity.

Image Archive Available by Fidelity

Next Calendar Day

07:30

Return Items and Large Item Returns by Fidelity.

Return Item Cash Letter Available for Pick-Up	Business Day - Monday through Friday 23:59
Large Item Notifications	Business Day - Monday through Friday 23:59
Large Item Notification Report Available for Pick-Up	Next Business Day - Monday through Friday 07:30

VI.

Exception Items or Crippled Statements Available for Pickup by Client.

Exception Items Available for Pickup by Client

Next Business Day Monday through Friday

07:30

VII.

Print Available for Pickup by Client.

Print Available for Pickup by Client

Next Business Day - Monday through Friday

07:30

VIII.

BCX Processing Times. Client Delivery Requirements.

BCX Over-the-counter Images	Business Day - Monday through Friday 50% by 14:00 100% by 17:00
BCX Over-the-counter Items	Business Day - Monday through Friday 100% by 19:00

NETWORK SERVICES SCHEDULE

The date that the Services are first installed and available for Customer’s use in a production environment which is signified by Fidelity turning the system over to Fidelity support.

This Schedule together with any attachments and/or exhibits hereto, the General Terms and Conditions to be signed concurrently (“General Terms”), and any written modifications thereto signed and agreed to by Fidelity Information Services, Inc. of Maitland, Florida (“Fidelity”) and Solera Bank, N.A. (IO) of Wheat Ridge, Colorado (“Customer”) from time to time hereafter shall hereafter be referred to as the “Network Services Agreement”, or “Agreement”.

TERM

Unless otherwise terminated as provided for in the General Terms or as may be set forth herein, the term of this Network Services Agreement shall commence on the earlier of (a) the Effective Date as set forth on the Signature Page attached hereto or the (b) Commencement Date, as set forth above, and shall expire after the Initial Term provided above. Thereafter, this Network Services Agreement will automatically renew for successive Renewals Terms as provided above unless either party gives the other party written notice at least one hundred eighty (180) days prior to the expiration date of the Term then in effect that this Network Services Agreement will not be renewed beyond such Term. The Initial Term and the Renewal Terms are herein collectively referred to as “Term”.

FEES

Customer agrees to pay to Fidelity the Fees for Services as set forth in the Network Services Proposal (“NSP”) Summary attached hereto, beginning on the Commencement Date in accordance with the payment terms set forth in the General Terms. Customer shall begin paying the recurring fees to Fidelity on the Commencement Date for Services and shall continue to make payment of such recurring fees in accordance with the payment terms of the Agreement for so long as Fidelity shall be providing services to Customer pursuant to the Agreement. The recurring fees are subject to adjustment annually pursuant to Section 3.4 of the General Terms. Additional professional services requested by Customer shall be billed to Customer at Fidelity’s then current rate for such professional services.

Fifty percent (50%) of the one-time fees are due upon execution of the Agreement, and the remaining fifty percent (50%) is due upon delivery of the equipment. In addition to the fees and charges stated in this Agreement, Fidelity will invoice Customer, and Customer will pay for Fidelity’s reasonably travel and related expenses incurred in providing the Services. Customer also agrees to pay additional data communication charges, or other services contained in the NSP, if applicable. In addition to the fee increases provided elsewhere in the Agreement, Fidelity may increase fees and charges in this Schedule based upon market increases in telecommunications access/bandwidth fees and charges, as applicable.

3.	SERVICES DESCRIPTION

Fidelity agrees to provide the network services, circuits, equipment and professional services contained in NSP Summary No. 18708 dated January 20, 2006, attached hereto, which is hereby incorporated into this Agreement by this reference..

Fidelity will provide a managed virtual private network (“VPN”) solution. A measured business line (“MBL”) will be provided for router management. MBL charges do not include long distance or usage charges, which will be billed separately. Customer will provide Internet access for the VPN connection and a static IP address.

4.	SCHEDULING SERVICES

Fidelity and Customer will mutually agree upon a schedule of when and where the Services will be performed.

5.	CUSTOMER RESOURCES REQUIRED

Customer agrees to cooperate with Fidelity during the provision of the Services by making the necessary members of Customer’s staff available to work with Fidelity’s personnel at the times and locations reasonably requested by Fidelity.

INTERNET BANKING SERVICES SCHEDULE

The date that the Services are first installed and available for Customer’s use in a production environment which is signified by Fidelity turning the system over to Fidelity support.

As of the Commencement Date for Services, Fidelity will provide to Customer the Internet Banking Services listed on Attachment 1 attached to this Schedule, as more fully described in Fidelity’s then current version of the Fidelity Internet Banking Service Documentation.

1. DEFINITIONS

In addition to any other defined terms contained in the General Terms, the following terms will have the following meanings with regard to this Agreement:

1.1

"Customer Base" shall mean those clients or members of Customer as of the Commencement Date of Services and those who become clients or members of Customer during the term.

1.2

“Customer Data Center” shall mean Customer’s internal data processing department, loan origination system, or Customer’s Fidelity service bureau.

1.3

"Documentation" shall mean the installation and operating instructions for Customer’s use of the System.

1.4

"End User" shall mean those in the Customer Base whose data resides in the Fidelity System.

1.5

“Equipment” (if applicable) shall mean Customer’s computer equipment, software, communications software, communications lines, router, channel service unit, dial-up modem, connecting cables, and any additional equipment (e.g. personal computer, emulex box, etc.) needed to meet the required specifications for use with the System.

1.6

“Fidelity's Secure Server” shall mean the server-grade computers owned and maintained by Fidelity and/or its Processing Agents on which the System and Customer’s website resides.

1.7

“Fidelity Internet Banking Service Documentation” shall mean Fidelity’s then current documentation which (a) describes the Services, (b) sets forth additional terms and conditions governing the provision of the Services, and (c) sets forth additional Customer duties and obligations regarding the Services.

1.8

“Software" shall mean that portion of the System that is comprised of Fidelity’s computer programs installed on Fidelity’s Secure Server.

1.9

“System" shall mean Fidelity's Software and proprietary Internet banking system as more fully described in the Fidelity Internet Banking Services Documentation, together with all modifications made available to Customer under this agreement.

1.10

“Website” shall mean Customer’s Internet presence found at Customer's Uniform Resource Locator (URL) address.

2. TERM

Unless otherwise terminated as provided for in the General Terms or as may be set forth herein, the term of this Agreement shall commence on the Commencement Date and shall expire at the end of the Initial Term set forth above. Thereafter, this Agreement will automatically renew for successive periods of the Renewal Term set forth above unless either party gives the other party written notice at least one hundred eighty (180) days prior to the expiration date of the Term then in effect that the Agreement will not be renewed beyond such Term. The Initial Term and the Renewal Terms are herein collectively referred to as “Term”.

3. FEES

Customer agrees to pay to Fidelity the Fees for Services as set forth in Attachment 1 beginning on the Commencement Date in accordance with the payment terms set forth in the General Terms.

4. FIDELITY'S OBLIGATIONS

Fidelity will:

4.1

Register an Internet domain name on behalf of Customer, for which Customer will be invoiced in the first year at the price set forth in Attachment 1 and annually thereafter at the then-current renewal list price offered by the third party that provides the domain registration service;

4.2

Register a domain security key on behalf of Customer, for which Customer will be invoiced in the first year at the price set forth in Attachment 1 and annually thereafter at the then-current renewal list price offered by the third party that provides the domain security key registration service;

4.3

Provide to Customer specifications for the Equipment Customer will need from time to time for the Services;

4.4

Train Customer personnel in the daily use and operation for the System; and

4.5

Provide the Internet Banking Services (the “Services”) listed on Attachment 1 in accordance with the Fidelity Internet Banking Service Documentation. The applicable parts of the Fidelity Internet Banking Service Documentation are hereby incorporated into this Agreement by this reference as if fully set forth herein.

5. CUSTOMER'S OBLIGATIONS

Customer will:

5.1

As promptly as practicable following the execution of this Agreement, and at its cost and expense, obtain or otherwise make available to Fidelity the Equipment needed for the Services; and

5.2

5.3

Comply with all reasonable instructions issued by Fidelity from time to time.

6.	SOFTWARE ACCESS RIGHT

During the term, and subject to the limitations set forth herein, Fidelity grants to Customer a limited, non-exclusive, and non-assignable right to access the Software located on Fidelity’s Secure Server for the purpose of receiving the Services and offering the System for use by End Users. Fidelity reserves all rights not expressly granted herein. Without limiting the foregoing, Customer has no right to possess the Software or any copies thereof in any form.

7.	FIDELITY AUTHORIZATON

Customer acknowledges and agrees that Fidelity’s implementation of the System and provision of Services hereunder necessitates certain agreements with third parties (such as licensing agreements for software or hardware used in the System). Customer hereby authorizes Fidelity to:

7.1

Act as Customer’s agent for the limited purpose of entering into, on Customer’s behalf, agreements necessary to register the domain name and the domain security key for Customer; and

7.2

Install any hardware or software reasonably required for Fidelity’s implementation of the System and Services; and

7.3

Access End User information and data files from, and deliver information and data files to Customer Data Center on behalf of Customer. Customer agrees to provide all appropriate privacy or other notices to End Users regarding Fidelity’s access to End User information residing at the Customer Data Center. Customer further acknowledges and agrees that Customer’s Website may contain identifications (e.g., name, logo or brand) of third-party providers of certain services and expressly authorizes such identifications so long as they are reasonable in size, presentation and frequency.

8. SYSTEM CHANGES

Fidelity has the right to:

8.1

Update the System including, without limitation, to (i) make changes in the method of access to or delivery of the System including, without limitation, interface procedures, which are provided to Customer at no additional cost (“Interface Changes”), and (ii) add improvements to the System which are provided to Customer at no additional cost (“System Enhancements”), provided however that the quality of the Services is not materially harmed by such modification(s); and

8.2

Substitute any brand or third-party provider of the Services, at its sole discretion, at any time with or without notice, provided that the quality of the Services is not materially harmed by such substitution. Customer acknowledges and agrees that it will not rely on identification in this Agreement of specific brands or names of third-party providers as a promise by Fidelity to use any particular brand or third-party provider.

9.	CUSTOMER INDEMNIFICATION

In addition to any other indemnification requirements provided in the General Terms, with respect to the Services provided under this Agreement, Customer will indemnify and hold harmless Fidelity from, and defend Fidelity against, any claims arising from Fidelity’s compliance with specifications or instructions of Customer or a member of the Customer Base.

ELECTRONIC FUNDS TRANSFER (EFT) SERVICES SCHEDULE

COMMENCEMENT DATE FOR SERVICES

The date that the Services are first installed and available for Customer’s use in a production environment which is signified by Fidelity turning the system over to Fidelity support.

This Schedule together with any Attachments and/or Exhibits hereto, the General Terms and Conditions to be signed concurrently (“General Terms”), and any written modifications thereto signed and agreed to by Fidelity Information Services, Inc. of Maitland, Florida (“Fidelity”) and Solera Bank, N.A. (IO) of Wheat Ridge, Colorado (“Customer”) from time to time hereafter shall be referred to as the “EFT Agreement” or “Agreement”.

1.	DEFINITIONS

In addition to any other defined terms contained in the Agreement, the following terms will have the following meanings with regard to this Schedule:

1.1

“ATM Equipment” shall mean an Automated Teller Machine (“ATM”) or other financial terminal or device owned or controlled by Customer which is to be connected to the Fidelity EFT System for transaction routing and processing as provided hereunder.

1.2

“Access Cards” shall mean ATM, Debit or other terminal access cards issued by or on behalf of Customer to its customers.

1.3

“EFT Network” shall mean Fidelity’s electronic funds transfer network.

1.4

“EFT Services” shall mean the electronic funds transfer and related services to be provided by Fidelity hereunder.

1.5

“Fidelity EFT System” shall mean the transaction processing system used by Fidelity to provide EFT Services.

TERM

3. FEES

Customer agrees to pay the monthly fees for EFT Services as outlined on Attachment 4 attached hereto beginning on the Commencement Date of Services in accordance with the payment terms set forth in the Agreement. One-time fees set forth in Attachment 4 shall be paid as follows: fifty percent (50%) of such fees upon execution of this Schedule and the remaining fifty percent (50%) of such fees on the Commencement Date for Services. Fidelity reserves the right to adjust at any time, pass-through costs, fees and charges, outside its control, including without limitation, telecommunications charges associated with providing the services described in this Schedule.

4. ATM TERMINAL DRIVING SERVICES

4.1

Fidelity shall provide to Customer the following EFT Services, if contracted:

4.1.1

All transactions will be switched via the Fidelity EFT System for authorization, settlement, posting and reconciliation of Customer’s customer accounts.

4.1.2

Customer’s ATM devices will be operated by Fidelity for processing all local “on-us” and “foreign” cardholder transactions. Transactions will be processed and settled along with all interchange, surcharge and switch fees and will be funded each business day. All settlement reporting will be made available daily to Customer.

4.1.3

Fidelity will monitor Customer’s ATM devices twenty-four (24) hours a day, seven (7) days per week for device, telecommunications, network and transaction availability. In the event of an outage, Fidelity shall attempt to inform the appropriate party regarding the status of any device, telecommunication or network in accordance with the Customer-directed call list and standard network operations protocol.

4.1.4

ATMs shall provide standard transaction options for local “on-us” and foreign transactions. This may include: loan payments, fast cash, withdrawals, deposits, transfers, balance inquiry (hardware functionality is required to allow for multiple denominations and alternative media), and multi-media (i.e., USPS stamps, traveler’s checks and miscellaneous coupons). ATMs shall be available with multi-lingual options. Screen displays may present Customer-provided marketing messages, as the hardware allows.

5. BALANCING AND SETTLEMENT

5.1

Fidelity will provide reports necessary for Customer to balance the terminal transactions daily and provide other related management reports necessary to provide accurate and efficient terminal operation. Customer agrees to balance reports to its general ledger daily and to notify Fidelity within two (2) business days, in writing, of any out-of-balance condition. In no case shall Fidelity be liable for any losses or penalties arising from transactions reported after the network-allowed timeframe.

5.2

Fidelity shall not be responsible for any settlement issues or deficiencies reported to Fidelity after two (2) business days.

6. ERROR/DISPUTE RESOLUTION

Customer will be responsible for the timely resolution of errors/disputes and notifications to cardholders as defined by federal regulations. Customer will handle monetary entries to its customer’s accounts and will establish and maintain a general ledger account for this purpose. Fidelity shall serve in an advisory capacity on dispute resolution. Customer shall forward dispute claims to Fidelity. Fidelity shall review such claims for adjustment eligibility and process all such eligible claims. Fidelity shall obtain draft copies, enter adjustments, and make appropriate entries to Customer’s clearing accounts. Fidelity shall work with Customer in connection with any adjustment returned for recharge to a cardholder’s account. Provided that Fidelity complies with all association guidelines related to adjustment processing, Customer is responsible for any losses incurred by disputed transactions.

7.	CUSTOMER OBLIGATIONS

Customer shall have the following obligations in connection with the EFT Services:

7.1

Data.

7.1.1

Customer is responsible for storage and retrieval of all of Customer’s reporting data.

7.1.2

If the data submitted by Customer to Fidelity for processing, whether electronically or otherwise, is incorrect, incomplete, or not in the form required by Fidelity for such data, Customer shall pay Fidelity the standard rates in effect at that time for any additional work performed by Fidelity to correct, complete and otherwise prepare data, until such time as Customer makes the data available in the proper form. If Customer fails to furnish the data to Fidelity in accordance with the schedule and form agreed upon by Fidelity and Customer, Fidelity will use its reasonable efforts to reschedule and process Customer’s work as promptly as possible. Customer shall pay for any expenses incurred by Fidelity caused by Customer’s failure to furnish its data to Fidelity in the form and/or at the time required.

7.1.3

Customer shall maintain copies of all of Customer’s input data submitted to Fidelity for processing hereunder (whether submitted to Fidelity directly or through any third party) to permit reconstruction of such input data, if required. Customer assumes all risks of loss and expense of reconstruction of such input data, unless and only to the extent that such loss is caused by Fidelity’s failure to perform in accordance with Fidelity’s standard practices.

7.2

Use of Services.

7.2.1

Customer shall cooperate with Fidelity and provide Fidelity with all necessary information (including, but not limited to, authorization and access to file layouts necessary to convert the card management system information to the Fidelity EFT System and other information necessary to convert ATM devices and debit card database information such as device type, location and address) and assistance required for Fidelity to make the EFT Services operational and available to Customer.

7.2.2

Customer assumes exclusive responsibility for the content of any instructions it may give to Fidelity.

7.2.3

Customer will use, and will instruct its customers to use, the EFT Network in accordance with the published rules, which rules may be changed by Fidelity from time to time.

7.2.4

Except as otherwise contemplated herein or otherwise permitted by Fidelity, Customer will use the EFT Services only for its own internal and proper business purposes and will not resell, directly or indirectly, any of the EFT Services or any portion thereof to any third party.

7.2.5

Customer shall not make any alteration, change or modification to any of the computer programs and/or Fidelity supported files and data bases (but not including the Customer files) used or provided by Fidelity in connection with providing the EFT Services to Customer hereunder, without Fidelity’s prior written consent in each instance.

7.3

Communications Lines and Equipment.

7.3.1

Except as otherwise agreed by Fidelity and Customer, Customer shall be exclusively responsible for the payment of all installation, monthly and other charges relating to the use of communications lines and equipment in connection with the EFT Services. If applicable, Fidelity will monitor all data communications circuits between the ATM Equipment and the Fidelity EFT System for continuous operation. Upon detection of a telephone line failure, Fidelity will notify the appropriate communications service provider and maintain such monitoring activity until restoration of service. Fidelity shall not be responsible for (i) service interruptions beyond Fidelity's control, (ii) delay or failure of any third party courier or delivery service, or (iii) failure of any third party vendor to deliver information, products, support or services, or other materials required for Fidelity to provide services hereunder.

7.3.2

All communications equipment, except communications equipment provided to Customer by Fidelity, shall be subject to Fidelity’s approval, not to be unreasonably withheld.

7.4

Customer Equipment.

7.4.1

Concurrently with its signing of the Agreement, Customer will notify Fidelity in writing as to the number and location of any and all Customer ATM Equipment through which Customer will initially access the EFT Services.

7.4.2

Customer will supply and maintain all ATM Equipment. Customer’s maintenance services shall include, but not be limited to, replenishing all cash and supplies required by the ATM Equipment and providing all required preventive and remedial maintenance.

7.4.3

Customer may add additional ATM Equipment for which Fidelity will provide the EFT Services. The fees and charges for such additional EFT Services will be Fidelity’s then current standard rates. Customer must give Fidelity at least sixty (60) days’ prior written notice of the installation and location of such additional ATM equipment. The additional EFT Services will be provided in accordance with Fidelity’s then current service offerings and procedures.

8. CARD STANDARDS

8.1

All Access Cards issued to Customer's customers to utilize any equipment through which the EFT Services may be accessed shall conform to the data content, format and encoding specifications specified by Fidelity to Customer.

8.2

Customer has the option to purchase card stock through Fidelity or through a vendor of its choice. If Customer requests Fidelity to purchase the card stock, Customer shall pay Fidelity at the quoted rate plus any tax or freight.

9.	ACCESS TO NETWORKS

9.1

If, as part of the EFT Services provided by Fidelity to Customer hereunder, Customer instructs Fidelity to provide Customer with access to networks maintained by Fidelity and/or third parties, Customer shall comply with the rules, regulations, procedures, fees, assessments, penalties and other membership duties, obligations and costs of such networks then in effect, which are applicable to Customer. Fidelity’s ability to provide the network related services is contingent upon Customer obtaining financial institution sponsorship into the shared transaction network(s) in which Customer wishes to participate. Fidelity shall only render network related services concurrently with network sponsorship. Customer and/or its agents shall provide proof of sponsorship to Fidelity by providing a copy of the executed agreement between Customer and each network sponsor.

9.2

Customer will comply with all Fidelity and third party network rules, regulations, procedures and pay all costs which Fidelity may incur in providing Services to Customer.

9.3

Fidelity may, upon receipt of written instructions from any network to which Fidelity is providing access hereunder, including without limitation a network owned and/or operated by the Fidelity, immediately cease to provide to Customer, including Customer's customers, access to such network. Fidelity shall use its reasonable efforts to promptly notify Customer of such interruption in network access. Customer shall indemnify and hold Fidelity harmless from any claims, liabilities or losses, including cost and attorney's fees, resulting from Fidelity’s compliance with the written instructions of any network.

9.4

Customer shall indemnify and hold Fidelity harmless from any claims, liabilities or losses, including costs and attorneys' fees, resulting from (i) transactions effected with lost, stolen, counterfeit or misused Access Cards issued by, or on behalf of, Customer to allow customers of Customer to access the EFT Services, and/or (ii) actions, omissions or commissions of Customer's agents and third party host processors relating to the EFT Services provided that the indemnity provided for in this paragraph shall not be applicable to losses caused by the gross negligence or willful misconduct of Fidelity.

10. AUTHORIZATION OF TRANSACTION REQUESTS

A shared network interface service allows Customers’ cardholders to access their accounts through third party terminals which are connected to the shared network, and allows third party customers access to their accounts with other institutions through Customer’s terminals. Transaction authorization requests are received from the shared network switch by Fidelity for authorization approval. Fidelity shall authorize transactions based on one (1) of the following options at Customer’s discretion: (i) positive balance file, for which Fidelity will maintain a record containing certain balance information and authorization limits for each of Customer’s cardholders, which is updated on a frequency defined by Customer (usually daily) through a file transmission, (ii) host authorization interface, for which Fidelity will maintain a host to host interface between the Fidelity EFT System and Customer’s system, which provides for the routing of foreign transaction requests at the Customer’s terminals to the appropriate network for disposition as well as the routing of Customer’s cardholder requests at network terminals to Customer’s system for authorization, or (iii) parameter file authorization for which Fidelity will maintain a cardholder file and authorize transactions based on a limit defined by Customer for a specified period of time. Regardless of the option chosen by Customer, Fidelity will provide Customer with a daily data file of authorized transactions in ACH format and the appropriate settlement reports.

11. WARRANTY REGARDING EFT SERVICES

11.1

Fidelity assumes no liability arising from claims as a result of the unavailability of the EFT Services provided by third parties.

11.2

Stand-in processing occurs when the direct processor (Fidelity) or the indirect processor (Customer) does not respond to an authorization. Stand-in limits are to be defined by Customer, as appropriate. While Fidelity will use commercially reasonable efforts to respond to all authorizations in the allotted time-frame, in no event shall Fidelity be liable for any losses associated with transactions authorized as a result of such stand-in processing.

12.

LAWS AND GOVERNMENTAL REGULATIONS

12.1

Customer shall be responsible for compliance with all applicable laws and governmental regulations related to the EFT Services.

12.2

If, after the date hereof, any modifications to the EFT Services shall be required by law or by any governmental regulatory authority having authority over the business of Customer, except to the extent such changes may be beyond the capability of the Fidelity’s ATM network and/or the Customer equipment to implement, Fidelity shall modify the EFT Services to be in compliance with such new laws or governmental regulations. Fidelity may, at its discretion, pass on in whole or in part on an equitable basis to all similarly situated users, the costs of making any such modification to the EFT Services.

FIDELITY INFORMATION SERVICES, INC.

EQUIPMENT PURCHASE SCHEDULE

The date that the Equipment identified in this Schedule is delivered to Customer.

1. FEES

Customer agrees to pay to Fidelity the Fees as set forth in Attachment 3 beginning on the Commencement Date in accordance with the payment terms set forth in this Agreement. Title to the Equipment shall not pass to Customer until payment for such Equipment has been paid in full.

2. SALE OF EQUIPMENT

Fidelity agrees to sell to Customer and Customer agrees to purchase from Fidelity the equipment as listed on Attachment 3 to this Agreement (the "Equipment"). All Equipment orders are accepted subject to availability of the designated Equipment from the manufacturer.

3. EQUIPMENT SUBSTITUTION

In the event Fidelity deems it appropriate to discontinue, prior to shipment, any specific item of Equipment listed on any Attachment, including Attachment 3, Fidelity shall not be in default of this Agreement provided Fidelity offers Customer substitute Equipment capable of equal or better performance. In the event that the price of such substitute Equipment exceeds the price of such discontinued Equipment, Fidelity shall notify Customer of the substitute price at least thirty (30) days prior to the date of shipment of such Equipment, and Customer shall have the option to cancel such order for the substitute Equipment within seven (7) days of receipt of notice from Fidelity with no liability to Fidelity with respect to such Equipment. If Customer elects to cancel the order for such substitute Equipment, Customer and Fidelity shall then decided on mutually agreeable Equipment within thirty (30) days of the cancellation of such order. In the event that Fidelity does not receive notice of Customer's election to cancel the order for substitute equipment as set forth above, Customer shall be deemed to have agreed to purchase the substitute Equipment at the substitute price pursuant to the other terms and conditions hereof. In the event that the price of such substitute Equipment does not exceed the price of such discontinued Equipment, such substitute Equipment shall be substituted at the substitute price for the discontinued Equipment under this Agreement and Fidelity shall have no obligation to provide notice of the substitute equipment.

4. DELIVERY, SECURITY INTEREST, AND RISK OF LOSS OR DAMAGE

4.1

Delivery. Customer agrees to pay or reimburse Fidelity for all costs of shipping Equipment to Customer, including freight, insurance and special packaging charges in connection with delivery. The means of shipment of the Equipment shall be in Fidelity's discretion and shipment may be made in installments unless otherwise mutually agreed in writing prior to shipment. Any delivery dates quoted by Fidelity are estimates only and are subject to availability and delivery from the respective manufacturers of the Equipment. Fidelity shall not be responsible for any delay attributable to any manufacturer or other third party.

4.2

Security Interest. Fidelity retains a purchase money security interest in each piece of Equipment until payment in full is received. Fidelity may file a copy of this Agreement with appropriate authorities at any time after signature by Customer as a financing statement and/or chattel mortgage in order to perfect such security interest. Customer agrees to execute any financing statements and other instruments requested by Fidelity to perfect such security interest. Customer shall not sell, exchange, lease, encumber or pledge the Equipment or grant or permit the creation or attachment of any other security interest therein without Fidelity's prior written consent. Until the purchase price for each piece of Equipment is paid in full, Customer, at its sole cost and expense, shall acquire and maintain adequate insurance to cover the unpaid portion of the purchase price. Coverage shall include, but not be limited to, fire, extended coverage, vandalism, malicious mischief and other coverage reasonably required by Fidelity. In the event of any loss, damage or destruction to the Equipment while any portion of the purchase price remains unpaid, Customer shall pay the remaining unpaid portion of the purchase price from the insurance proceeds.

4.3

Client’s Business Use. Client represents and warrants that it is acquiring the Equipment for its own business use and purpose, without any intention to re-sell or transfer the Equipment to any third party.

4.4

Risk of Loss or Damage. Risk of loss or damage for all Equipment and title to all Equipment shall pass to Customer upon delivery by Fidelity to the first common carrier at Fidelity's facility, or at the manufacturer's facility if shipped directly from the manufacturer, or upon delivery to Customer should Customer elect to pick up the Equipment.

5. WARRANTIES

It is understood and mutually agreed that Equipment purchased by Customer from Fidelity hereunder is manufactured by companies other than Fidelity, and therefore Fidelity makes no warranty, express or implied, on any such Equipment. Customer accepts as the sole warranty on any Equipment, the warranty used or made by the manufacturer of such Equipment. Fidelity does warrant to Customer that any Equipment installed by Fidelity will be properly installed in accordance with the manufacturer's installation instructions. Fidelity does not extend to Customer any other warranty on or pertaining to the Equipment. EXCEPT AS PROVIDED IN THIS AGREEMENT, FIDELITY SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY RELATING TO THE EQUIPMENT, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. USE OF EQUIPMENT

Customer shall at all times use the Equipment in a careful and proper manner in conformity with the manufacturer's specifications and documentation, and in compliance with all applicable federal, state and local laws and regulations and the provisions of any insurance policies required hereby which relate to the possession or use of the Equipment.

7.	MAINTENANCE

Subject to the payment by Customer of the fees for Equipment maintenance set forth in Attachment 3 and in accordance therewith, Fidelity agrees to provide Customer with maintenance services for the Equipment as follows:

7.1

Term. Unless otherwise terminated as provided for in the General Terms or as may be set forth herein, the term of the Maintenance described in this Section shall be for one (1) year and shall commence on the Commencement Date. Thereafter, the Maintenance will automatically renew for successive one (1) year periods unless either party gives the other party written notice at least one hundred eighty (180) days prior to the expiration date of the Term then in effect that the Maintenance will not be renewed beyond such Term. The Initial Term and the Renewal Terms are herein collectively referred to as “Term”.

7.2

Telephone Support. Fidelity will provide remote telephonic support for the Equipment in accordance with Fidelity’s then-current policies and procedures for the applicable Equipment. Telephone support shall include Fidelity’s commercially reasonable efforts to (i) diagnose errors or malfunctions in the Equipment and/or malfunctions caused by operator error, (ii) advise Customer of corrective measures, and (iii) clarify operating instructions.

7.3

Equipment Not Supported by Fidelity. Fidelity is not responsible for 1) Equipment supported by any third party, 2) any Equipment which Fidelity has not expressly agreed to support, 3) which Customer has not paid the applicable maintenance fees, or 4) any Equipment which cannot be reasonably repaired, is obsolete where parts are no longer available from the hardware manufacturer or where the hardware manufacturer no longer provides maintenance support services for the hardware.

7.4

Customer Obligations. Customer shall promptly notify Fidelity of all problems with the Equipment, and shall, if applicable, provide assistance in identifying and detecting problems, errors, and malfunctions. Customer agrees not to attempt any repair or maintenance of the Equipment during the term of this Agreement without the prior written consent of Fidelity.

7.5

Limitations of Maintenance Liability. Fidelity shall not be responsible for design or manufacturing defects, which shall be the sole responsibility of the manufacturer.

WEBSITE DEVELOPMENT AND HOSTING SERVICES SCHEDULE

The date that the Services are first installed and available for Customer’s use in a production environment which is signified by Fidelity turning the system over to Fidelity support.

1. DEFINITIONS

In addition to all other defined terms in the General Terms, the following terms will have the following meanings for purposes of this Website Agreement:

1.1

“Customer Data Center" shall mean (i) the Customer’s internal data processing department operating on Fidelity-provided systems or (ii) Fidelity operating as the Customer’s service bureau or data processing provider.

1.2

"Data Center" shall mean the space at one or more locations where Fidelity performs the Services, excluding Customer locations.

1.3

"End User Customer" shall mean a customer, client or member of Customer who uses the System.

1.4

"Fidelity's Server" shall mean the server-grade computers maintained by Fidelity on which the Customer’s website resides.

1.5

"Website" shall mean Customer’s Internet presence found at Customer's Uniform Resource Locator (URL) address.

2. TERM

Unless otherwise terminated as provided for in the General Terms or as may be set forth herein, the term of this Agreement shall commence on the Commencement Date and shall expire at the end of the Initial Term set forth above. Thereafter, this Agreement will automatically renew for successive periods of the Renewal Term set forth above unless either party gives the other party written notice at least one hundred eighty (180) days prior to the expiration date of the Term then in effect that the Agreement will not be renewed beyond such Term. The Initial Term and the Renewal Terms are herein collectively referred to as “Term”.

3. FEES

Customer agrees to pay to Fidelity the Fees for Services as set forth in Attachment 1 beginning on the Commencement Date in accordance with the payment terms set forth in the General Terms.

4. SERVICES

4.1

Website Services. Fidelity agrees to provide to Customer, and Customer agrees to accept from Fidelity, the website services (the “Services”) described herein, subject to the terms and conditions set forth herein. For purposes of the foregoing, the term "Customer" will include Customer's affiliates.

4.2

Customer ▇▇▇▇ License. During the Term and subject to the limitations set forth herein, Customer grants to Fidelity a limited, non-exclusive, and non-assignable (except to Fidelity’s subcontractors who provide the Services hereunder) license to use Customer's service marks and trademarks solely for the purpose of performing the Services and for no other purpose. Customer reserves all rights not expressly granted herein.

4.3

Regulatory Compliance for Services. Customer will be responsible for (i) compliance with all state and federal laws and regulations governing banks and other financial institutions and all associated regulatory disclosures; (ii) any disclosure to its End User Customers with respect to the Services and each Customer product or service made available through the Services ("Customer Product/Service"); (iii) the terms and conditions of any Customer Product/Service; (iv) the terms, conditions, and any limitations on which any Customer Product/Service may be accessed, utilized or transactions originated by any End User Customer; (v) determining the authority of any person accessing a Customer Product/Service; and (vi) preparing, maintaining, and monitoring compliance with verifiable documentation with respect to the foregoing. Customer acknowledges and agrees that Customer will not rely upon Fidelity for advice regarding compliance with governmental regulations. Customer must independently verify its compliance with such regulations. Fidelity will use commercially reasonable efforts, during the Term of this Agreement, to be in substantive compliance with federal rules and regulations as they relate to vendors of Services. In the event that there is a significant change in the manner by which the Services can be furnished hereunder, as a result of a regulatory compliance requirement, Fidelity and Customer will negotiate in good faith to resolve the compliance issue. If Fidelity determines that compliance is cost prohibitive, Fidelity may elect to terminate this Agreement without penalty, by providing Customer with thirty (30) days prior written notice.

Customer will promptly notify Fidelity of any modifications to the Services it believes to be required under any laws, rules, or regulations. Fidelity will perform any modifications to the Services that Fidelity determines are necessary or desirable. If such modifications result in a significant increase in Fidelity’s cost to provide Services, Fidelity will be entitled to increase the charges under this Agreement by an amount that reflects a pro rata allocation of Fidelity’s increased cost among the applicable Fidelity customers. Notwithstanding the foregoing, Customer acknowledges that the Services may, from time to time, consist in part of system(s) licensed by Fidelity from third-party vendor(s), and therefore, Fidelity will have no duty or responsibility to modify any such third-party system, except to the extent that the vendor thereof has such a duty or responsibility pursuant to the applicable license agreement between Fidelity and such vendor. This Section 4.3 specifically supersedes the provisions of the General Terms in conflict herewith to which this Schedule is attached.

4.4

Third-Party Providers. Fidelity reserves the right to substitute any brand or third-party provider of the Services, at its sole discretion, at any time with or without notice, provided that the quality of the Services is not materially diminished by such substitution.

5. TERMINATION AND RELATED MATTERS

Within thirty (30) days after an officer of Customer certifies in writing to Fidelity that Customer has complied with the requirements for return of Fidelity data following termination as set forth in the General Terms and payment by Customer of all amounts due under this Agreement, Fidelity will (i) assign Customer's domain name to another Internet service provider designated in writing by Customer; and (ii) provide a notice at Customer's former website location for a thirty (30) day period of the new location of Customer's home page on the Internet.

6. DESCRIPTION OF SERVICE PLAN OPTIONS

6.1

Standard Website Services Plan. - (up to 25 pages)

6.1.1 Development.

(a)

Choice of home page design and navigation bar from Fidelity’s standard library

(b)

Integration of Customer logo and category/button names

25 static Web pages of Customer-defined text (Not to exceed 8½" x 11" - 10 point type)

(d)

Five (5) financial calculators:

Loan calculator

Cash Flow calculator

Retirement calculator

Mortgage calculator

Savings calculator

Two (2) standard applications to be chosen from the following:

Loan application

Deposit Account application

Guest Book application

Loan Pre-qualification application

New Account application

Residential Loan application

Online Banking Enrollment - Consumer app.

Online Banking Enrollment - Business app.

SSL Encryption Certification

Domain name registration

(g)

6.1.2 Hosting.

(a) Fidelity Website Management Console with self-editing capability

(b) 40MB disk space

(d) 3 GB monthly data transfer (about 60,000 page views)

Basic Website access statistics

24x7 monitoring and daily backups

(g)

Website file size is limited to the amount specified in the applicable plan with an additional monthly fee for additional space

6.2

Premium Website Services Plan. - (up to 50 pages)

6.2.1 Development.

(a)

Choice of home page design and navigation bar from Fidelity’s standard library

(b)

Integration of Customer logo and category/button names

50 static Web pages of Customer-defined text (No to Exceed 8½" x 11" - 10 point type)

(d)

Five (5) financial calculators:

Loan calculator

Cash Flow calculator

Retirement calculator

Mortgage calculator

Savings calculator

(e) Five (5) standard applications to be chosen from the following:

Loan application

Deposit Account application

Guest Book application

Loan Pre-qualification application

New Account application

Residential Loan application

Online Banking Enrollment - Consumer app.

Online Banking Enrollment - Business app.

(f) Domain name registration

(g) SSL Encryption Certification

6.2.2 Hosting.

(a) Fidelity Website Management Console with self-editing capability

(b) 60MB disk space

(d) 5 GB monthly data transfer (about 100,000 page views)

Basic Website access statistics

24x7 monitoring and daily backups

(g) Website file size is limited to the amount specified in the applicable plan with an additional monthly fee for additional space

6.3

Custom Website Services Plan. Custom website services will be provided pursuant to mutual agreement of the parties.

6.4

Migrated Website Services Plan. (Must select Standard or Premium hosting Plan)

6.4.1 Development.

(a) Copy of existing Website to Fidelity's server

(b) Hook-up of existing applications to Fidelity's Form Submission CGI

Configuration of rates page to conform with Fidelity Website Management Console

(d)

Domain name registration or modification (if necessary)

SSL Encryption Certification

Code must be to Fidelity’s standards (Necessary modifications will be made at Fidelity’s then current rate.)

(g)

Does not include re-design of Customer’s Website (for which prices are quoted separately)

6.4.2 Hosting.

(a) Fidelity Website Management Console with self-editing capability

(b) 24x7 monitoring and daily backups