11-2016

DEFINITIONS AND GENERAL SERVICES ADDENDUM (ADDENDUM A)

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

"ACH" means the Federal Reserve's automated clearinghouse system.

"Acronym" means the acronym used to reference a Customer's full contracted name.

“Ampre” or “Ampre Program” means a program offered by Augeo CLO, LLC (“Augeo”) through Vendor whereby Customer’s enrolled Debit Cardholders may be eligible to receive and redeem discounts, rebates, incentives and/or coupons from participating merchants.

"ATM" means cash disbursement and/or scrip dispenser or other similar device according to Vendor’s standards.

“ATM Deposit Automation” means the services offered by Vendor to allow Customer the ability to image checks and cash deposits at eligible/capable ATMs without the use of envelopes, and the ability to deliver electronically such cash deposits for settlement. Customer’s utilization of this service requires Customer’s participation in Vendor’s ATM Software Distribution Services.

“ATM Dynamic Currency Program” means a Program offered by Vendor in cooperation with Planet and in accordance with Vendor’s standards and procedures. The Program enables certain Foreign Cardholder(s) to present a Card at Customer’s ATM(s) and to perform a Foreign Transaction. If a Foreign Cardholder has consented to participate in the Program as required by the Network Documentation, a Foreign Transaction will be performed. The Program shall apply only to those Cards issued by Visa or MasterCard that are denominated in a Program Currency, as determined by the Foreign Exchange Processor. Vendor does not warrant or guarantee that any particular Network will support the Program at any time. Vendor and/or the Foreign Exchange Processor reserve the right to add, delete or suspend any currency to or from the Program, in its sole discretion, at any time without prior notice to Customer. Vendor may terminate or suspend the Program for any reason in its sole discretion upon notice to the Customer. In the event that Customer must perform any special programming, testing, or development, and/or purchase any special software or hardware in order to participate in the Program, the cost of the same shall be at Customer’s expense. By participating in the Program and/or otherwise accepting the Program services, Customer agrees to all the terms, and requirements of the Program. Customer may opt-out of participation in the Program at any time upon 30 days’ notice to Vendor.

Additional notes supporting the ATM Dynamic Currency Program:

Program Requirements. Customer agrees that it will comply with all applicable state, federal, local and other laws related to the Program, the Network Documentation, any rules, policies and procedures published by the applicable Foreign Exchange Processor, and with all reasonable instructions provided by Vendor pertaining to Customer’s participation in the Program. Customer is responsible for providing any and all disclosures to Cardholders that may be required by applicable law, notwithstanding Vendor’s and/or Foreign Exchange Processor’s provision of any sample disclosures (e.g., screen notices, receipt notice language, etc.) to Customer. As between them, Customer agrees that Vendor will determine, in its sole discretion, whether or not to convert each transaction. Customer agrees that Vendor will have no liability to Customer for any Program Participation Payment (as defined below) for any transaction that is not converted, or that is not in compliance with the terms hereof. Customer acknowledges that all Network Documentation with respect to chargebacks shall apply to transactions processed under the Program. Customer acknowledges that Foreign Cardholders may have the ability to “opt-in,” or consent to participate in the Program when performing transactions at Customer’s ATMs. In the event that a particular Foreign Cardholder elects not to opt-in, the Foreign Cardholder's transactions will be processed by Vendor in US Dollars in accordance with the Network Documentation and will not be processed as part of the Program. Customer acknowledges that certain Foreign Transactions may result in interchange that differs from the interchange the Customer might otherwise receive for such sales transactions. Customer assumes all risk and any and all liability associated with its use of, and participation in, the Program and agrees that it is solely responsible for its participation in and for any liability arising from the Program.

Program Participation Payment. As consideration for its participation in the Program, Vendor will pay Customer the Program Participation Payment. Customer acknowledges that Vendor has no control over, and does not guarantee any particular Foreign Exchange Rate, nor any particular Foreign Exchange Markup, or any particular Program Participation Payment, notwithstanding any prior conversations, proposals, presentations, etc. In the event that Customer reasonably believes that Vendor has failed to compensate Customer in accordance with this Section, or that Vendor has incorrectly compensated Customer in accordance with this Section, Customer agrees to provide Vendor with written notice specifically describing such failure within 30 days of the earlier of i) the date on which Customer was first paid the Program Participation Payment question or ii) the date on which Customer became aware of, or should have become aware of the failed payment or incorrect payment. Customer acknowledges and agrees that in no event will Vendor be liable to Customer for any failure that should have been reported to Vendor pursuant to the immediately preceding sentence. Notwithstanding anything to the contrary, Vendor shall calculate and pay the Program Participation Payment in accordance with its standards and policies.

“ATM Marketing Services” means the services (provided through a third party vendor that is not under Vendor’s control) related to marketing screens for Customer’s ATMs. Vendor is acting as a billing agent for the provision of the ATM Marketing Services, and is not responsible for the content of any related ATM screen marketing or promotion. Customer agrees that Vendor’s Software Distribution Services, which shall be subject to a separate written amendment to the Agreement, is required for the receipt of ATM Marketing Services.

"ATM Preferences Support" means such Service, as provided in accordance with Vendor's standards, that supports the ability for a Cardholder to select certain transaction preference settings to be accessed and utilized when a Cardholder performs an ATM Transaction at the ATM(s) of the financial institution that 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.

"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.

"Automated Stand-In Processing" means Stand-In Processing that is initiated based on denial thresholds agreed to by Vendor and Customer.

"Bank Identification Number (BIN)" means a unique combination of a set of numbers and card lengths as defined by the ABA and ISO, which appear in the primary number and identifies one or more Cardholders for purposes of Interchange.

"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 related to Core Services only.

"Card" means a plastic card issued by or on behalf of Customer to Customer's Cardholders for use in effecting Transactions at Terminals.

“Card Personalization” means such Services in which a web site is offered to customer for the personalization of debit and/or credit cards as may be supported and processed by Vendor, including an interface and administration tool for the design, review and approval of Cards containing images provided by Customers and/or Cardholders. Card production services will enable edge-to-edge printing of an image on the Card. The printing may include: (i) the Customer Design that was in effect and housed in Vendor’s system for this Service at time of image creation and approval; (ii) Cardholder Content as provided by Cardholder via the Website, (iii) or use of a standard gallery of common images for use of cardholders.

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

“Card Production Custom Issue Services” means such Services as available by Vendor whereby pre-existing cards will be embossed and encoded after Customer or Customer's core/back-end processor has electronically transmitted to Vendor personal card information in a Vendor acceptable format and according to Vendor standards regarding each of its Cardholders receiving EFT cards.

"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 that are 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.

"Cardholder" means any Person (a) who 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.

"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. Additionally, Certification by Vendor shall not mean that such designee, service or equipment is in compliance with any or all applicable Laws or Regulations at the time of Certification or at any time in the future. 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 limit of liability provisions.

"Chargeback" means the reversal of all or a portion of an amount previously posted to a Cardholder's Account.

“Client” means Customer.

"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.

“Cost of Funds” means the fee charged to a Customer associated with Vendor having to accept a net settlement amount from the Network(s) for Customer’s transaction activity on day 1 but Vendor not being able to collect such amounts from Customer until one or more days after day 1 (due to the fact Customer does not have a transaction settlement account at Fifth Third Bank). Such fee shall be assessed at a rate equal to Vendor's then-current borrowing rate for each day between the date Vendor accepts a net settlement amount from the Network(s) for Customer’s transaction activity and the date Vendor collects such settled transaction activity amounts from Customer.

"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.

“Credit Card Gateway” means Vendor’s facilitation of the routing of transactions and related information between a Network and Customer (and/or Customer’s Credit Card processor) via an interface between Network, Vendor and Customer (or Customer’s processor). Credit Gateway Services also includes the processing of the settlement of funds between Network and Customer relative to such Cards but does not include the authorization of such Cards or the posting of debits and credit settlement amounts directly to such Cards.

“Credit Card Services” or “Complete Card Solution” means Vendor’s standard services to support the facilitation of the issuance, production authorization, settlement and ongoing support of Customer’s Credit Cards and credit card accounts.

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

“Currency Conversion Margin” means the difference between (i) the amount actually received from Visa or MasterCard (as the case may be) upon settlement of a Foreign Transaction (excluding any Interchange or fees charged by the Visa/MasterCard in respect of that Transaction); and (ii) the amount of cash disbursed and ATM fees charged to the Foreign Cardholder in that transaction.

"Custom Reporting" means customized reporting available to Customer from Vendor according to Vendor's standards and Vendor's reporting parameters.

“Customer ID” means one or more user ID’s on Vendor’s system established at the request of the Customer and used to access Vantiv iQ.

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

“Debit Cardholder Support” means the call center support provided by Vendor to Customer’s cardholders. Debit Cardholder Support shall include Vendor’s static interactive voice response, dynamic interactive response, and live contact center support services, which are listed below and are not customizable by Customer. In the event Customer elects to utilize this service, Customer agrees to utilize this service for a minimum of three months. Customer agrees to provide Vendor at least 90 days advance written notice to discontinue the use of this service.

Name Corrections Reissue and Replace Cards Address Change Transaction Research Inquiries Card Activation RTD Exclusions – Travel Only Blocking Cards – Lost Stolen and Fraud Transaction Disputes (Enhanced Chargebacks) Block Removal – Only blocks placed by Vendor, unable to remove blocks placed Between 8am – 8pm EST contact center transfers to Vendor Disputes team by Customer After 8pm EST contact center captures details from cardholder and emails to PIN – Remove bad attempts disputes team. Vendor’s Disputes team contacts the cardholder the next PIN – Resend PIN mailer business day.

"Debit Card" means any Card that primarily accesses an Account, which is a liability of the Customer that issues the Card.

"Deconversion" means the process where Customer converts off a system (which could be the Vendor system) for one or more services. A Customer deconversion is scheduled based on Vendor’s available resources, and Vendor resources for Customer’s deconversion project will be available to assist Customer no earlier than 90 days prior to the date assigned by Vendor for Customer’s deconversion.

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

“EMV” means Europay MasterCard and Visa, a global standard for inter-operation of integrated circuit cards (IC cards or "chip cards") and IC card capable point of sale (POS) terminals and automated teller machines (ATMs) for authenticating credit and debit card transactions.

“Enhanced Chargeback Services” means those services provided by Vendor (in accordance with Vendor's standards and at Vendor's standard fees, unless otherwise agreed to by Vendor) whereby Vendor provides certain Chargeback processing services, including supporting the submission of the Chargeback and documentation to the Networks and obtaining a response/resolution of the .

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“Enhancement Services” (also referred to as “Debit Card Enhancement Services” or “Credit Card Gateway Enhancement Services”) means the services facilitated and managed by Vendor through a third-party supplier related to enhancements to the following card types for the benefit of Customer’s Cardholders: MasterCard Debit Card, Card, MasterCard Platinum Credit Card, Gold Credit Card, Standard Credit Card, Standard Credit Card and Business Credit Card for the benefit of Customer’s Cardholders. Vendor will provide Customer with descriptions of the Enhancement Services that describe the Enhancement Services in reasonable detail, which descriptions will be available for purchase on the Vantiv marketing direct portal at an additional cost. Vendor will promptly provide Customer with notice of any change to the descriptions of or legal terms for the Enhancement Services. Customer will, at Customer’s expense and in the manner it deems expedient, provide the full text of such description of the Enhancement Services to all customers with fulfillment materials upon enrollment in the program. Customer may not vary the text without the prior written approval of Vendor. Customer will incorporate any modifications to such descriptions of the Credit Card Gateway Enhancement Services in a timely manner, but in no event longer than thirty (30) days after receipt of notification from Vendor. All materials in which the Enhancement Services are advertised or promoted to Customer’s customers, consumers, or industry trade groups, or other customers must be submitted to Vendor for approval prior to any publication, distribution, or broadcast of such materials. Failure to submit materials for approval in accordance with the procedures prescribed herein, or any publication, distribution or broadcast of such material without approval will constitute a material breach of this Agreement. Vendor will provide its and the third-party provider’s written approval or disapproval of such materials to Customer within thirty (30) business days of its receipt of any submission by Customer. Customer should submit materials for review in a form that includes all visual and verbal elements to Vendor at the following address: Attn: Portfolio Optimization Team/Enhancements, 8500 Governors Hill Drive, Cincinnati, OH 45249. Customer’s materials may be retained by Vendor for its records. Customer should allow thirty (30) days for review of submitted materials. Vendor provides no Enhancement Services directly to Customers in connection with Enhancement Services obtained hereunder.

"EFT" means electronic funds transfer.

“Foreign Cardholder” means an ATM customer that performs an ATM transaction at a Customer ATM and whose card is denominated in a Program Currency.

“Foreign Exchange Markup” means an additional markup above the Foreign Exchange Rate determined by Foreign Exchange Processor and/or Vendor.

“Foreign Exchange Rate” means a rate of currency exchange determined by the Foreign Exchange Processor.

“Foreign Transaction” means the conversion of the currency of a Foreign Cardholder from United States Dollars to the Program Currency in which the Card is denominated based upon the Foreign Exchange Rate in effect at the time for such transactions the Foreign Exchange Markup, and the clearing of the Foreign Transaction, as converted, through Visa or MasterCard (as the case may be) in the Program Currency in which the Card is denominated, then the conversion back to United States dollars by Visa or MasterCard at the Visa/MasterCard Exchange Rate.

“Vantiv iQ” formerly known as “Direct, powered by Vantiv” 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 of 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 all federal, state and local laws, rules 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.

"Incidental Deconversion Fees" means fees as quoted by Vendor and associated with the Deconversion of a Customer’s Core Services (and related Value-Added Services) which are assessed 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 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 or gateway provider.

"Issuer" means the Person who 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 Leach Bliley Act, The USA Patriot Act, or error and dispute resolution procedures specified in Regulation E or Regulation Z, and the rules and regulations of Visa, MasterCard, and other similar entities including but not be limited to VISA’s Cardholder Information Security Program (“CISP”), MasterCard’s Site Data Protection program (“SDP”), Industry ("PCI") Standards, all of which Customer is responsible for compliance therewith.

“Lost/Stolen Card Services” means a 1-800 telephone number which can be used by Customer's cardholders solely for the purpose of reporting such cardholder's lost or stolen card(s). Vendor will provide personnel to answer such call. Vendor may, in its sole discretion, change the above procedure from time to time. 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 provided Vendor has received from Customer in writing a list of such personnel which are to be notified 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.

"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.

“ Services” means Vendor’s standard service offering, through its third party subcontractor, whereby Customers of customers may utilize mobile/wireless devices to perform certain functions and transactions such as account balance inquiries, view account transaction history, perform intra- 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 Page 3 of 16

11-2016 to their Agreement with Vendor, a participation agreement with Vendor’s subcontractor, a wireless carrier addendum and such other documentation as may be 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.

“OmniShield™ Services” means a suite of managed services designed to monitor and oversee certain processes and transactions, manage and mitigate Unauthorized Transactions (as defined below), report Unauthorized Transactions to the Networks, and perform chargeback services relative to Customer’s Debit Cards (including on-line and offline Debit and ATM Cards). An “Unauthorized Transaction” is a fraudulent transaction in which a Customer-issued Debit Card or card data from a Customer-issued Debit Card is used to perform a transaction that is not authorized by the cardholder (whether the card/data is the result of counterfeiting, lost by the cardholder, or stolen from the cardholder). OmniShield Services means, individually or collectively, Vendor’s OmniShield 360 Services, OmniShield Premium Services, and/or OmniShield Preferred Services. Customer shall not (i) disclose any Information to any other third parties, or (ii) reverse engineer, reverse assemble, or decompile the Information or in any way attempt to recreate the object or source code for the OmniShield 360 Services. “Information” shall include scores, reason codes, and other associated results of the OmniShield 360 Services of Customer’s transaction data.

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

"PIN" means a Cardholder's personal identification number, which is used by Cardholder at Terminals as one means of identification of such Cardholder.

“Planet Payment” means the third party foreign exchange processor utilized by Vendor for the Program.

"POS" means point of sale, whether physical, virtual, mobile or otherwise.

“Prepaid Card Program Services” means a program in which prepaid cards, issued and sponsored by Issuer, may be distributed by Customer through its branch locations in accordance with the program requirements and Customer will be responsible for accepting any and all funds to be loaded on a Card and for delivering the full value of such funds to Issuer for loading on the Card in question.

“Prewards” or “Prewards Program” means a program offered by edo Interactive, Inc. (“edo”) through Vendor whereby Customer’s enrolled Debit Cardholders may be eligible to receive and redeem discounts, rebates, incentives and/or coupons from participating merchants.

"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.

“Program” means the ATM Dynamic Currency Conversion program or “Pay in your Currency”

“Program Currencies” means certain currencies other than United States Dollars supported by and processed under the Program.

“Program Participation Payment” means an amount in US Dollars equal to one-third of the Currency Conversion Margin earned during the prior calendar month.

“Purchase Amount” means the original US Dollar face amount of the Foreign Transaction (i.e.: prior to the conversion).

“Real Time Fraud Alerts” means Vendor’s standard service that allows for an account based fraud alert sent via IVR telephone call or SMS text message in accordance with Vendor’s standards. Each such alert, whether sent via IVR telephone call or SMS text message shall be referred to herein as “Real Time Fraud Alert(s)”.

“Rewards!” or “Rewards” means the standard services provided to Customer relative to a loyalty/rewards program in which certain of Customer’s Credit Cards or Debit Cards may participate as administered by Vendor’s third party vendor.

"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 8500 Governors Hill Drive, Symmes Township, Ohio, or such other location at which Vendor may choose to house its Data Centers.

“Same Day Settlement Service” means a service that allows a Financial Institution to utilize Vantiv to initiate a Fed wire drawdown against the Financial Institution’s non- Fifth Third bank account on a daily basis for signature transactions. Collection of funds is completed the same day as settlement with the card networks and prevents a negative float, thereby eliminating the need for the Financial Institution to pay Vantiv a “cost of funds.” Two variations of Same Day Settlement Service are available.

 Standard Same Day Settlement Service: For Financial Institutions who use a batch posting file for settlement.  Online Force Post (OFP) Same Day Settlement Service: For Financial Institutions who use a real-time message for settlement.

"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) utilizing Vendor's system and the installation of a software agent designed to allow remote distribution of certain software to Customer's ATMs. Customer acknowledges the SDS may require the involvement and/or cooperation of third parties not under the control of Vendor and Customer shall be solely responsible for the acts and/or omissions of such third parties. Customer further acknowledges and agrees the SDS are not guaranteed to be uninterrupted or error-free; may require the use of third-party software; that Vendor may cease provision of the SDS upon notice to Customer; and that Customer uses the SDS at its own risk and assumes all liability arising therefrom, including but not limited to ensuring the SDS are be compatible with other software and services provided by Vendor and that any service level commitments shall not apply to any failure arising out of or related to the SDS. Customer agrees it does not and shall not acquire any interest (ownership, intellectual property or otherwise) and is not granted any rights to (for use, copying, distribution, alienation, licensing, possession or otherwise) in any third party materials associated with the use of the SDS.

"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.

“Temporary to Permanent Instant Issue” means an instant issue product that enables a Financial Institution to issue a temporary Debit Card to a consumer in-branch and deliver a permanent/personalized Debit Card via US mail in a single transaction/function.

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

"Transaction" means any function supported by Vendor in accordance with Vendor’s standards and attempted by Cardholders or others at a Terminal and includes but is not limited to the following: Balance Inquiries regarding checking, savings, credit card, installment loan, mortgage loan, certificates of deposit, account, IRA account; Cash Withdrawals from checking, savings, credit card, revolving credit account; Check Clearing Verification; Deposit to checking, savings, credit card, installment loan, lease account, mortgage loan, IRA account, account, revolving credit account; Hold Items; Last Electronic Transaction Inquiry on cards, accounts, and bill payment merchants; Merchant Bill Payment from checking savings, credit card, revolving credit, or a card reversal; Payment Enclosed for credit card, loans, utilities; Payment for credit card, loan, utilities; Payment from checking, savings, credit card, revolving credit; POS Authorization and Settlement: including, Purchase Debit, Purchase debit Inquiry and Purchase credit (return Item); POS Available Funds Inquiry; POS Authorization: including Purchase Authorization, Purchase Authorization Reversal (return item) and Mail/Phone Order; POS Balance Inquiry; POS ; POS Cash Withdrawal/Cash Back; POS Chargeback; POS Check Authorization (Third Party); POS Check Guarantee (Third Party); POS Check Payment; POS Fuel Pump Authorization and Settlement: including Pre-authorization and Pre-authorized debit; Prism Scoring; Snapshot Statement Request; Statement Cutoff Request; or Transfer from checking, savings, credit card, revolving credit or a transfer to checking, savings, credit card, installment loan, lease account, mortgage loan, IRA account, overdraft account, or revolving credit.

"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.

"Vendor" means Vantiv, LLC.

“Visa/MasterCard Exchange Rate” means the exchange rate used by Visa or MasterCard to convert the Foreign Transaction from the Program Currency into U.S. Dollars

"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 by-laws 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.

1. Standard Hourly Rates (“SHR”) a. Programming Services ...... $255.00 per hour b. Consulting Services ...... $255.00 per hour c. Testing and Certification (not inclusive of Programming and/or Consulting Services, as applicable) i. Per Day Support ...... $510.00 per session per day ii. Testing/Certification Fee ...... $127.50 per half hour d. Customer Service ...... $255.00 per hour e. Operational Support ...... $255.00 per hour f. Deconversion Support for Core Services Only* ...... $255.00 per hour *Includes any services provided by Vendor in addition to Basic Deconversion Services, as required by the Agreement in connection with Customer’s deconversion from Vendor.

2. Adjustment System Access Services a. Adjustment System File Setup i. Single Institution (non-Intercept/Processor) File Setup ...... $1,000.00 per acronym ii. Intercept/Processor File Setup ...... $1,500.00 per acronym b. Adjustment System File Residency i. Single Institution (non-Intercept/Processor) File Residency ...... $150.00 per month ii. Intercept/Processor File Residency ...... $250.00 per month c. Adjustment System Updates ...... $0.10 per update d. Depository Settlement Interface (“DEPSI”) File Setup ...... $1,000.00 e. DEPSI File Residency ...... $50.00 per month f. DEPSI File Updates ...... $0.10 per update g. Network Adjustment Fee ...... $6.50 per adjustment

3. ATM Definition and Maintenance Services a. Add Terminal ...... $510.00 per Terminal b. Delete Terminal...... $510.00 per Terminal c. Terminal Change* ...... $255.00 per change per Terminal *A Terminal Change is defined as a change to a Terminal on Vendor’s system, and does not include Add/Delete Terminals, changes to Terminals to add Value-Added Services, or enhancements to current Services d. Paper DES Keys on ATM Installs and/or New Key ...... $1,020.00 per request e. ATM Access Fee: Charged per Terminal Resident ...... $95.00 per month f. ATM Access Fee: Dial, Charged per Terminal Resident ...... $95.00 per month g. ATM Access Fee: Smart Modem, Charged per Terminal Resident ...... $95.00 per month h. ATM Access Fee: Wireless, Charged per Terminal Resident ...... $95.00 per month i. ATM Monitoring Fee: Charged per Terminal Resident (Legacy) ...... $30.00 per month j. Gasper Vantage Fee: Charged per Terminal Resident...... $40.00 per month k. Multipoint Communication Management Fee ...... $35.00 per ATM l. Low-End Dial Management Fee ...... $50.00 per ATM m. Bisync ATM Management Fee ...... $50.00 per ATM n. Foreign Balance Inquiry Setup Fee ...... $255.00 per ATM setup o. ATM Preferences i. ATM Preferences Setup Fee ...... $250.00 per ATM ii. ATM Preferences Base Fee ...... $5.00 per ATM per month iii. ATM Preferences Card Residency Fee...... $0.01 per card per month iv. ATM Preferences Transaction Access Fee* ...... $0.01 per transaction *Applies to each Cardholder transaction at an ATM that supports ATM Preferences p. Diebold HTML Support: Charged per Diebold Terminal ...... $5.00 per month q. Enhanced ATM Receipt Fee (ledger or available balance receipt view setup/change) ...... $255.00 per ACRO r. ATM Annual Updates ...... $295.00 per Terminal

4. ATM Marketing Services a. Basic Campaign Bundle ...... $1,500.00 per program b. Quarterly Graphics Campaign Bundle ...... $5,500.00 per program c. Custom Graphics Campaign Bundle ...... $10,500.00 per program d. NCR Host Screen Customization Bundle ...... $2,200.00 per resolution e. Diebold Host Screen Customization Bundle ...... $2,200.00 per resolution f. Hyosun Host Screen Customization Bundle Page 5 of 16

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i. 1 - 50 Custom Screens ...... $120.00 per screen ii. 51 - 100 Custom Screens ...... $80.00 per screen iii. 101+ Custom Screens ...... $40.00 per screen g. Full Screen Animation ...... $750.00 per animation/platform h. Partial Screen Animation ...... $350.00 per animation/platform i. Logo Header Customization (receipt logo via CD) ...... $500.00 per platform j. Single Screen Rendering ...... $165.00 per screen k. Other ...... Quoted

5. Audio Banking Services a. Setup Fee ...... $0.00 per BIN b. Monthly Fee ...... $0.00 per month c. Transaction Fee ...... $0.15 per transaction d. Telecomm: Audio Fee ...... $0.24 per transaction

Customer represents and warrants that prior to offering Audio Banking (including bill payment) 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.

6. Balance Extract File Processing Services a. Balance File Setup Fee* ...... $1,000.00 per file type *Plus testing and certification at Standard Hourly Rates b. Balance File Record Fee (for all received records) ...... $0.0015 per record received

7. Card Activation Services a. Audio Activation Setup Fee, Plus Telecommunication Fees as Quoted...... $1,500.00 per acronym b. Card Activation Monthly Fee ...... $50.00 per acronym c. Card Activation/O-Block removal via EFT, Audio, or 3-D Secure Service ...... $0.97 per attempt d. Vendor Customized Activation Services i. Setup Fee ...... Quoted (per program) ii. Monthly Fee ...... Quoted (per program) iii. Telecommunication Fees ...... Quoted (per program) e. Automatic Number Identification (“ANI”) Setup Fee ...... $1,000.00 per setup f. ANI Validation ...... $0.30 per attempt g. IVR/PIN Creation ...... $1.32 per attempt

Vendor will assess a fee to remove or attempt to remove an O-Block from a card file that is resident on the Vendor system. Properly placed O- Blocks are designed to prevent certain signature-based Transactions (e.g., MasterMoney, Visa Check Card) from being authorized by Vendor’s system. Depending on the applicable setup, O-Blocks for a given card may also be removed by entering the corresponding PIN at any Terminal that may be available and supported by Vendor.

8. Card Extract Processing Services a. Standard Card Extract Reformatter Processing Services i. Card Extract File Setup Fee* ...... $3,000.00 per file type *Testing and certification is additional and is not included in the Setup Fee ii. Card Extract Monthly Fee ...... $325.00 per month iii. Card/Account/Customer Record Updates via Card Extract File* ...... $0.05 per update *Price applies after the first 500 updates. b. Card Extract Enhanced Processing Services i. Enhanced Card Extract File Setup Fee* ...... $4,500.00 per file type *Testing and certification is included in this Setup Fee. ii. Enhanced Card Extract Monthly Fee ...... $225.00 per month c. Card Extract File Update Fee (cumulative tier, also known as fill-a-tier) i. 0 - 1,000 Card/Account/Customer Record Updates via Card Extract File ...... $0.05 per update ii. 1,001 - 10,000 Card/Account/Customer Record Updates via Card Extract File ...... $0.02 per update iii. 10,000+ Card/Account/Customer Record Updates via Card Extract File ...... $0.01 per update d. Legacy Card Extract Processing Services i. Legacy Card Extract File Setup Fee ...... $3,000.00 per file type ii. Legacy Card Extract File Processing...... $15.00 per file/header iii. Legacy Card/Account/Customer Record Updates via Card Extract File ...... $0.05 per update

The card extract processing service pricing as detailed in the Legacy Card Extract Processing Services will be discontinued in 2009 and will no longer be offered. Standard card extract services are offered and priced in accordance with the terms in Section 7.a, below, as a result of necessary enhancements and technological upgrades to our original, legacy card extract services.

9. Cardholder and Account Definition Maintenance Services a. Maintenance* ...... $255.00 per request *Maintenance includes any of the following: BIN maintenance, EFT default limits maintenance (card and account), cardholder transaction sets, deposit system parameter, account number length (does not include database renumber). b. Cardholder Track II* ...... $255.00 per request *In addition to PIN validation setup fees (if applicable). c. Cardholder Encryption Key* ...... $1,020.00 per request *In addition to PIN validation setup fees (if applicable). d. Add Account File ...... $3,000.00 per account type e. Add Card File ...... $3,000.00 per card type f. Account Check Digiting Validation per Range* ...... $3,000.00 per account type *Does not include database renumber. g. Card Check Digiting Validation per Range* ...... $3,000.00 per account type

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*Does not include database renumber.

10. Card Production Services a. Card Issue File i. Initial Setup ...... $1,000.00 per program ii. Card Issue File (Supplied to Vendor’s Card Production Group)* ...... $100.00 per month *Created on a Monday - Friday daily basis, excluding Vendor holidays. iii. Card Issue File (Supplied to non-Vendor Card Party)* ...... $200.00 per month *Created on a weekly basis. b. Monthly Card Reissue File i. Initial Setup ...... $1,000.00 per file ii. Monthly Card Reissue File Supplied to Vendor’s Card Production Group ...... $50.00 per month iii. Monthly Card Reissue File Supplied to non-Vendor Card Production Party ...... $100.00 per month c. Monthly Card Reissue Report i. Initial Setup ...... $510.00 per report ii. Monthly Card Reissue Report* ...... $50.00 per report *This fee is waived for Customers using Monthly Card Reissue File Service. d. Processor Supplied Card Production Files* *Files must be received in a format acceptable to Vendor and according to Vendor’s standards. i. Setup ...... $255.00 ii. File Processing Fee ...... $50.00 per file e. Full Cardbase Reissue, Assessed per Request ...... $2,040.00 per file f. Delete Weekly Card Issue File ...... $2,040.00 per file g. Delete Monthly Card Issue File ...... $2,040.00 per file h. Special Card Handling, Plus Postage* ...... $30.00 per card *Any special card handling outside the normal processing procedures (i.e., card pulls, rushes, etc.), will incur a special handling fee. i. Custom Pin Mailer Flashes i. ATM Cards ...... $1,530.00 per set up ii. Debit Cards ...... $1,530.00 per set up j. Card Production Stickers, Sticker and Application Included ...... $0.10 per card per sticker k. Card Production Sleeves i. Insertion of Sleeves...... $0.04 per sleeve ii. Cost of Sleeves* ...... Quoted *Costs of sleeves are based on third party costs and are subject to change at any time without notice. l. Card Carriers i. Generic Stock: Card Carrier...... Quoted (per card carrier) ii. Generic Stock: Custom Card Carrier ...... Quoted (per card carrier) iii. Preprint Card Carrier Surcharge ...... $0.025 per card carrier m. Vendor “Clue” and “Account” Mailer Issuance i. Standard Clue Mailer Setup ...... $510.00 per BIN ii. Custom Clue Mailer Setup ...... $1,530.00 per BIN iii. Stuff and Mail Clue or Account Mailers* ...... $0.13 per mailer ($15.00 monthly minimum) *Stuff and mail includes standard Vendor forms and envelopes, but does not include postage. n. Card Plastics Destruction Fee (excluding applicable programming fees) i. 0 - 1,000 cards ...... $50.00 ii. 1,001 - 2,000 cards ...... $100.00 iii. 2,001 - 3,000 cards ...... $150.00 iv. 3,001 - 4,000 cards ...... $175.00 v. 4,001 - 5,000 cards ...... $200.00 vi. 5,001+ cards ...... $250.00 o. Card Proof i. Generic Card Proof ...... Quoted ii. Custom Card Proof ...... Quoted iii. Card Collection (use of library of images and card designs for generic card stock) ...... Quoted p. Card Unpacking Fee (Non-Fifth Third orders only) ...... $20.00 per 1,000 cards q. Card Production Deconversion Fee (Core Services-related Cards only) ...... $1,000.00 per program r. White Plastics i. Setup Fees ...... Quoted ii. Card Collection Fee* ...... $2.00 per card *Includes card plastic, embossing and encoding, tipping, and front of card image, including institution logo and sticker. iii. Arista White Card Proof Charge ...... $10.00 per card design iv. Card Collection: Custom Design Fees...... Quoted s. Design It! Photocard i. Program Setup Fee ...... $1,600.00 per acronym ii. Monthly Support Fee ...... $250.00 per acronym iii. Per Card Fee: Magstripe ...... $5.00 per card iv. Per Card Fee: EMV ...... $6.50 per card v. Update Website to EMV ...... $500 per site vi. Optimal Image Review Service ...... $0.40 per review ($25 monthly minimum) vii. Default Artwork/Logo Creation ...... $125.00 per hour t. Flat Printing (additional embossing/encoding fees may apply) i. Setup Fee* ...... Quoted *Existing Customers only. Additional update and proofing fees apply. ii. Flat Printing with Card Guard...... $0.047/card (preprint plastics) iii. Flat Printing without Card Guard ...... $0.01/card (white plastics) u. Temporary to Permanent Instant Issue i. Temporary to Permanent INI Setup ...... $2,500/BIN extension (2 BINS extensions per card type) Page 7 of 16

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ii. Temporary Card, Open Card Fee ...... $1.00/card v. Storage at Vantiv Facility i. Material Inventory Storage (Paper Materials) ...... $5.00/unit/month* ii. Vault Storage (Plastics) ...... $15.00/unit/month* * Unit equal to 1,000 pieces. Pricing assessed per unit greater than 9 months of inventory and/or inactive for 6 calendar months,

In the event Customer’s card inventory is depleted, subsequent daily card issues and reissues will be suspended, and additional programming charges will apply to recreate daily card issue and reissue files. If supplies (decals, sleeves, card carriers, etc.) are supplied by a third party, such supplies must meet Vendor’s standards, which may change from time to time without notice.

Customer will be responsible for the following:

a): Providing Customer trademarks, logos, tradenames, content and designs (“Customer Designs”) to Vendor in a format that is compliant with Vendor’s standard for digital card production for purposes of including such Customer Designs on Cards produced via CPS. Customer grants Vendor, during the term of the Agreement, a non-exclusive, royalty-free license to display, copy, reproduce and/or otherwise use the Customer Designs for the purpose of providing CPS, including the production and fulfillment of Cards for Customer.

b): Reviewing and approving Cardholder requested images, designs and text (“Cardholder Content”) in compliance with Network Rules (e.g., Visa, MasterCard, etc.) and Terms of Use (as defined below). Customer has the sole responsibility for monitoring and approving Cardholder Content. If requested by Customer, Vendor may arrange for the provision of an optional Image Review Service whereby Cardholder Content will be reviewed for and rejected if such Cardholder Content contains Inappropriate Content, provided such review, approval, decline, or otherwise will not relieve Customer of the responsibility for such Cardholder Content.

c): Providing, as supported by Vendor, Cardholder terms and conditions for publication to interface and administration tool for the design, review and approval of Cards containing images provided by Client and/or Cardholders (“Website”) that specify any fees Cardholder may incur.

d): Vendor will not be responsible or liable for Customer Designs or Cardholder Content, including any inappropriate Content or content included on a Card in violation of the Terms of Use of the Website or otherwise. Customer shall be solely responsible for and shall indemnify and hold Vendor (including Vendor’s subcontractor used in the performance of CPS) harmless from any such claim of intellectual property infringement associated or in connection with the Customer Designs and the Cardholder Content.

Customer understands that by using CPS, legal and regulatory requirements may apply to Customer and/or its Cardholders. As between Customer and Vendor, Customer agrees that such legal and regulatory compliance responsibility applicable to Customer or Cardholder remains with Customer and not with Vendor.

Unless a Card is later ordered through CPS via the Website, a subsequent reissue of a Card that was originally produced and fulfilled through CPS will be reissued through Vendor’s standard card production process and may not include Cardholder Content.

Use of the Website by Customer and Cardholders will be subject to the Terms of Use as set forth thereon and will require Customer and/or Cardholder (as the case may be) to click “accept” as part of the check-out function when ordering a Card through CPS. The Website or systems on the Website may not be available at all times, are not intended to be uninterrupted or error free, and may be affected due to scheduled maintenance or other issues beyond Vendor’s control. Terms of Use may include a link to a privacy policy, confirmation that Cardholder owns or has all rights to use the Cardholder Content on the Card, authorization for Vendor to use the Cardholder Content to produce the Card, and restrictions on the use or requested use of images or text on Cards to be produced through CPS which may: (i) infringe any copyright, trademark, right of privacy, right of publicity, or any other right of a third party; or (ii) are indecent, pornographic, hateful, threatening or libelous, or that would be offensive to the community or any reasonable segment thereof (collective “Inappropriate Content”). Examples of Inappropriate Content may include copyrighted logos, inappropriate images or words, images of famous people or characters, threatening or abusive images or words, libelous or defamatory images and/or words towards any individual, organization or group of people, sexually explicit material or nudity, drug references, political subject matter of any nature, offensive/racial/prejudicial subject matter of any nature, offensive religious subject matter of any nature, advertising of any nature, or self-promotion of any nature (e.g., personal business card).

Vendor (itself or through its subcontractor) may, but shall not be obligated to, refuse to produce any Card if it determines that doing so may violate the Terms of Use of the Website or any law, regulation, policy, ro public standard. Except as expressly provided herein, Vendor makes no warranty hereunder and expressly disclaims all warranties with respect to CPS, including without limitation implied warranties of merchantability, non-infringement, and fitness for a particular purpose. Vendor’s liability with respect to CPS is limited to the fees paid by Customer for CPS in the six (6) months immediately preceding the event giving rise to Customer’s claim. In addition to such other righs as may be contained elsewhere in the Agreement, in the event Vendor’s arrangement with its subcontractor that supports CPS on Vendor’s behalf terminates, Vendor may either arrange for the provision of such alternative, replacement CPS to Custoemr (which may be via arrangements with other entities contacted through Vendor) or terminate this Addendum and permit Customer to cease receiving the CPS.

11. Communication Services a. Host Communication and Port Fees i. Comm Controller Port Fee ...... $150.00 per port per month ii. Host Comm Fee: < 9.6 ...... $250.00 per port per month iii. Host Comm Fee: 9.6 to 14.4 ...... $375.00 per port per month iv. Host Comm Fee: 14.4 to 19.2 ...... $500.00 per port per month v. Host Comm Fee: 56k ...... $1,000.00 per port per month vi. Host Comm Fee: Multi Point ...... $150.00 per port per month vii. Host Comm Fee: Private Multi ...... $250.00 per port per month viii. Host Comm Fee: Shared ...... $250.00 per port per month ix. Shared Multi Point Device Fee ...... $30.00 per device per month b. Dial-Up Devices (CRT, RJE, FTP, Terminal, etc.) ...... $50.00 per device per month c. PU2 Support (Token Ring, etc.)* ...... $50.00 per PU2 def. per month *The number of which will be determined from time to time by Vendor in accordance with Vendor’s standards and records and will be based on PU2 definitions on Vendor’s system. d. Communication Support i. Communication Setup Fee (Standard Electronic Transmission Using IBM) 1. Standard Electronic Transmission (Using IBM Standard Remote Job)...... $1,000.00 per destination 2. Port Fee ...... $200.00 per port per month Page 8 of 16

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3. Reports Fee ...... $55.00 per port per month ii. Access Fee 1. First Destination ...... N/C 2. Additional Destinations on a Per Destination Basis ...... $100.00 per month iii. Usage Fees 1. Dial Line/Internet/VPN ...... $0.003674 per Transaction 2. Connect Mailbox/Connect Enterprise ...... $0.004715 per Transaction 3. Leased Line (NJE, FTP, Connect Direct) ...... $0.001297 per Transaction iv. Secure Internet File Transfer Fee (SIFT)...... $50.00 per month e. Router Communication Port Fees i. Async Dial ...... $1,000.00 per port per month ii. VPN FTP ...... $50.00 per port per month iii. VPN AU ...... $250.00 per port per month iv. Ethernet ...... $1,000.00 per device per month v. Frame ATM ...... $20.00 per port per month vi. FTPS Frame 56/64k ...... $1,000.00 per port per month vii. FTPS Frame > 64k ...... $1,000.00 per port per month viii. HUS Customer ...... $200.00 per port per month ix. ISDN ...... $1,000.00 per port per month x. ISDN Only Disaster Recovery ...... $50.00 per port per month xi. Serial < 56k ...... $500.00 per port per month xii. Serial 56/64k ...... $1,000.00 per port per month xiii. Serial > 64k ...... $1,000.00 per port per month xiv. Test Port Access ...... $150.00 per port per month xv. Token Ring ...... $1,000.00 per port per month xvi. Vendor Frame ...... $1,000.00 per port per month xvii. VPN Setup Fee (FTP, AU, Generic) ...... $250.00 per port xviii. Generic VPN ...... $1,000.00 per port per month f. Remote Authorization Interface to Each Account Authorization Data Center i. Standard Vendor Format ...... Standard Hourly Rate per interface ii. Non-Standard Vendor Format ...... Standard Hourly Rate per interface g. Telecomm Fees i. Telco High-End Dial ATMs: Financial ...... $0.06 per message ii. Telco High-End Dial ATMs: Non-Financial ...... $0.0125 per message iii. Telco Low-End Dial ATMs: Financial ...... $0.045 per message iv. Telco Low-End Dial ATMs: Non-Financial ...... $0.033 per message v. Telco SmartModem ATMs: Financial ...... $0.03 per message vi. Telco SmartModem ATMs: Non-Financial ...... $0.0125 per message vii. Telco Wireless ATMs: Financial ...... $0.03 per message viii. Telco Wireless ATMs: Non-Financial ...... $0.0125 per message h. WAN Encryption Setup Fee* ...... $250.00 per setup i. Class I Router ...... $45.00 per month per router ii. Class II Router ...... $85.00 per month per router iii. Class III Router ...... $250.00 per month per router iv. Class IV Router ...... $250.00 per month per router *WAN Encryption Services are optional services provided at the request of Customer and provided in accordance with Vendor’s standards. Customer acknowledges and agrees that Vendor’s only obligation will be to make the WAN Encryption Services available on Vendor’s system in accordance with Vendor’s then-current standards, and Vendor makes no representations or warranties with respect to the WAN Encryption Services. Vendor’s provision of the WAN Encryption Services to Customer shall in no way be deemed to alter or limit any of Vendor’s obligations under the Agreement, including but not limited to the obligation to comply with the Operating Regulations.

The fees listed in this Section are quoted on a customized solution provided to each Customer, and the numbers in this Section are provided as a general guideline based upon services and fees available at the time of printing.

12. Data Base Processing a. Purge of Account or Cluster File ...... $2,677.50 per card type b. Re-Number of Account or Cluster File (to preserve the password for cluster files) ...... $12,240.00 per file per request $5,100.00 additional per file c. Special Update of Extract File* ...... $510.00 per batch per file *From Customer supplied batch file in Vendor specified format (including reruns and manual override support). d. Card Management File Conversion Fee ...... $7,140.00 per file e. Online Maintenance ...... $0.05 per update f. Other CRT Updates ...... $0.05 per update g. ATM Card to Debit Card Reissue Implementation Fee* ...... $1.00 per card *In addition to card production costs per Customer’s Agreement. Subject to a maximum of $2,500.00. h. Setup Fee for ATM Card to Debit Card Upgrade Program ...... $1,000.00 per set up

The Fees listed in this Section include one test and one production file, and do not include the costs of programming efforts that may be required to support special requests made by Customer. Vendor reserves the right to add an additional hourly charge if it processes additional files.

13. Debit Cardholder Support a. Debit Cardholder Support Setup Fee ...... $500.00 One-Time b. Debit Cardholder Support 24x7 Fee ...... $0.11 per card per month ($100 monthly minimum) c. Debit Cardholder Support Afterhours Fee ...... $0.06 per card per month ($100 monthly minimum)

14. Debit Special Program Services a. Create Mailing Labels ...... $510.00 per request b. Create Automated Letters...... $1,020.00 per request c. Standard Messages ...... $255.00 per request Page 9 of 16

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d. Move Cycle Codes ...... $510.00 per request e. Bankfile Change ...... $255.00 per request f. Skip a Pay Program ...... $1,020.00 per request g. Setup of Additional Program (consumer, business, etc.) ...... $5,000.00 per setup h. Deconversion of Debit Card/ATM Card Program ...... $5,000.00 per program i. BIN Retention Fee* ...... $5,000.00 per month *BIN Retention Fees shall be assessed for cards defined on Vendor’s system at the time of Customer’s conversion from Vendor’s system, and at Vendor’s option shall be subject to a $30,000.00 minimum. Customer shall be responsible for BIN Retention Fees until Vendor is released from liability for the BIN by the Network. j. BIN Acceptance Fee* ...... $2,500.00 per month *Vendor will convert and maintain Customer’s old debit card BIN in order to accept trailing transaction and/or chargeback activity from the Network. Customer shall be responsible for BIN Acceptance Fees until Vendor is released from liability for the BIN from the Network. All Chargeback services occur during regular business hours and any or all services may be provided by an affiliate or division of Vendor. The Customer is responsible for its compliance with Regulation E, routing of inbound calls, and sending disputes to Vendor. Enhanced Chargeback Service may include Vendor acknowledgement of a Cardholder dispute and follow-up with provisional credit issuance, in addition to the support provided with Standard Chargeback Services. As part of the Enhanced Chargeback Services and Standard Chargeback Services, Vendor has the right, but not the obligation, to compare the sales RECEIPT RECEIVED IN RESPONSE TO A CHARGEBACK/RETRIEVAL REQUEST TO THE TRANSACTION RECORD AND IF SUCH COMPARISON REVEALS THE SALES RECEIPT IS INCOMPLETE OR OTHERWISE CONTAINS ERRONEOUS INFORMATION, Vendor shall have the right to assess and collect from the merchant and/or merchant acquirer, on Customer’s behalf, nuisance or other fees as may be permitted by the Network Documentation in consideration of and compensation for Vendor’s efforts and support of the comparison services described above. Customer acknowledges and agrees that Vendor, and not Customer, shall have the right to retain any and all such fees as may be received from a merchant or merchant acquirer through the Networks or otherwise in connection with such comparison services. k. Vantiv Resolve Premium i. No Action Write-Off ...... $2.75 per item ii. Chargeback/Representment ...... $30.00 per item iii. Chargeback/Representment -- Manual Research Fee ...... $40.00 per item iv. Draft Retrieval Requests ...... $12.00 per request v. Manual Chargeback ...... $40.00 per item vi. Vantiv Initiated Claim ...... $5.00 per item vii. Cardholder Letter and Postage ...... $1.25 per item viii. Custom Letter Setup Fee ...... $1,000.00 ix. Standard Chargeback Monthly Fee ...... $75.00 per month l. Vantiv Resolve Ultra i. No Action Write-Off ...... $9.75 per item ii. Enhanced Chargeback Monthly Fee* ...... $250.00 per month *This Service requires Customer to receive Automated Fraud Reporting. The pricing for such Service is listed in the Fraud Services Section of this Addendum. iii. Enhanced Chargeback/Representment Fee ...... $35.00 per item iv. Network Quarterly Filing Fee: charged per filing ...... $50.00 per calendar quarter v. Manual Chargeback ...... $40.00 per item vi. Cardholder Letter and Postage ...... $1.25 per item vii. Custom Letter Setup Fee ...... $1,000.00 viii. Draft Retrieval Requests ...... $12.00 per request ix. Chargeback/Representment --Manual Research Fee ...... $40.00 per item

15. EJ Upload Services a. EJ Upload Customer Setup* ...... $2,395.00 (plus) *In addition to the per Terminal Setup Fee. b. EJ Upload Terminal Setup Fee ...... $23.00 per terminal c. EJ Upload Monthly ATM Fee ...... $23.00 per terminal

16. EBT Services a. Setup Fee ...... $1,000.00 per program b. Disconnect Fee ...... $1,000.00 per program c. Monthly Program Access Fee ...... $250.00 per program d. Documentation (if supplied by Vendor) ...... $100.00 per copy e. Documentation: Amendments/Supplements (if supplied by Vendor) ...... $75.00 per copy f. EBT Acquirer or Cardholder Gateway Fee* ...... $0.10 per transaction *In addition to all other transaction fees assessed under this and/or other Agreements. g. Adjustment Fee ...... $5.00 per adjustment

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 immediately 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.

The setup fees and monthly access fees described in this section do not include any fees, assessments, or penalties which may be assessed by the Contractor(s) or the applicable EBT Program(s) which are the sole responsibility of Customer.

Customer agrees to participate in each EBT Program in compliance with each EBT Program’s Operating Rules, by-laws, policies, standards and other requirements, the applicable Retailer Agreement(s), the Agreement and this Addendum. Not limiting the generality of the foregoing, Customer agrees that it shall at all times be in compliance with each EBT Program’s requirements and guidelines regarding signage in connection with Customer’s locations and devices and all other procedures in connection with Retailer participation in such EBT Program (e.g., authorization, security, and card acceptance and decline procedures, etc.).

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Customer has or will execute (in addition to this Addendum) any agreements, applications, setup forms or other paperwork which may be necessary or required for Customer to participate in each EBT Program. Customer agrees that upon request by Vendor and or any EBT Program, any Contractor, and/or FMS, Customer will provide written certification of its compliance with each EBT Program’s Operating Rules applicable to Customer or to Vendor as the processor of Customer.

Customer agrees to pay all fees, assessments, and penalties as they are currently in effect or may be changed from time to time, imposed by each EBT Program, Contractor, EBT Program State/Alliance and/or FMS whether billed directly to Customer by each EBT Program or through Vendor.

Vendor may allocate any such fees, fines, assessments or penalties in such manner as it deems advisable in its sole discretion. Customer agrees to indemnify and hold harmless Vendor and its officers, employees, affiliates and agents, from and against any losses, damages, fees, penalties and expenses, including reasonable legal and accounting fees that Vendor, its officers, employees, affiliates and agents, or Contractor(s), other EBT Program participants, or the recipients of benefits through the EBT Program(s), may incur as a result of Customer’s failure to comply with any provision of the Retailer Agreement(s), the Operating Rules, the Agreement or this Addendum or for any other reason in connection with the Acquirer Services provided hereunder or Customer’s participation in the EBT Program(s), whether incurred by or as a result of the action or failure to act of Vendor or Customer, or any of its agents. This indemnification shall survive the termination of the Agreement and/or this Addendum.

17. Enhancement Services a. Debit Card Enhancement Services i. Setup Fee ...... Quoted ii. Debit Card Enhancement Services Monthly Per Card Fee ...... $0.12 per active card per month b. Credit Card Gateway Enhancement Services i. Setup Fee ...... Quoted per card per month ii. Credit Card Gateway Services Monthly Per Card Fee 1. Class/Gold ...... N/C per card per month 2. Platinum ...... $0.1628 per card per month 3. Business ...... $0.075 per card per month 4. World/Signature ...... $0.290 per card per month 5. Other ...... Quoted per card per month

18. Fee Assessment/Surcharge Rebate Services a. Fee Assessment/Surcharge Rebate Setup Fee ...... $3,000.00 per program b. Monthly Fee Assessment/Surcharge Rebate Category Fee* ...... $100.00 per category *Will be assessed only in the month for which cardholder charges are assessed. c. Fee Assessment/Surcharge Rebate Item Fee ...... $0.05 per transaction d. Add or Change Categories ...... $510.00 per item

Fee Assessment/Surcharge Rebate Services are either transaction based, cardholder based, or international. Transaction based means a category in which a fee is assessed on a per transaction basis for each qualified transaction. Cardholder based means a category in which a fee is assessed per cardholder based on a unit of time or transaction volume threshold. For each category, a unique set of fee assessment or surcharge rebate parameters can be developed.

19. Vantiv iQ, Workstation Services and Fees a. Vantiv, iQ, Setup Fee ...... $1,000.00 b. Vantiv iQ, Monthly Access Fee ...... $315.00 per acronym c. Vantiv iQ, Monthly Active User ID Fee ...... $30.00 per active ID d. Vantiv iQ, Active User ID Dial-Up Surcharge* ...... $25.00 per active ID *In addition to Standard ID Fee. e. File Transfer* ...... $50.00 per file *In addition to monthly access fee. f. Vantiv iQ, Conversion Testing* ...... $510.00 for first test file *Additional testing after first test file is billed at the standard hourly rate. g. Reports Direct ...... Quoted h. Operator Security Fees (Operator security fees are assessed to Customer for the initial setup of the operator security file and security tables, maintenance to those tables at the Customer’s request, and the ongoing support to maintain the file and tables. Each member institution can choose one of the following: Option A (Standard Option): This option allows each institution to assign one of three pre-defined standard security levels to a CRT user. The levels are 1) complete inquiry capability, 2) complete inquiry and complete update capability, 3) complete inquiry and complete update capability except against operator security assignment functions. Option B (Customized Option): This option allows each institution to define operator and Terminal security levels according to its specific needs within the system specifications. i. Operator Setup Fee* *Includes setup of operator security files, definition of operator and terminal tables (where applicable) and activation of operator security service. 1. Option A ...... $1,000.00 per setup 2. Option B* ...... Standard Hourly Rate per setup *Subject to minimum charge of $3,000.00. ii. Monthly File Residence Fee 1. Option A ...... $50.00 per month 2. Option B ...... $100.00 per month iii. Modification Fee 1. Option A (Deletion of Service Only) ...... $510.00 2. Option B (Subject to Minimum Charge of $1,020) ...... Quoted

Customer ID Setup and Standard Maintenance will be performed in accordance with Vendor’s general timeframes and scheduling. Vendor reserves the right, without obligation, and at its option, to suspend the password on a Customer ID or inactive and/or delete any Customer ID without notice. Customer shall provide Vendor with prompt written notice of all Customer IDs that are no longer active, should be deleted, and/or

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should otherwise be changed (e.g., a password change, etc.). Vendor reserves the right (but has no obligation) to request Customer designate in writing those employees or agents of Customer that may authorize establishment of a Customer ID on Vendor’s system.

Customer shall be solely responsible for any unauthorized access to Vantiv iQ, and Customer’s data therein, including but not limited to unauthorized Customer employee or agent access, or action taken on behalf of Customer or at the request of any of Customer’s employees or agents (even if not authorized). Additionally, Customer bears the sole responsibility for failing to notify Vendor in writing about the suspension, inactivation, and/or deletion of a Customer ID or password; or for failing to independently verify the suspension, inactivation, or deletion of a password or Customer ID. Customer acknowledges that the reliability, accuracy, and ability to connect to Vantiv iQ, could be affected by Customer’s use of a third-party internet service provider. Vantiv bears no responsibility for interruptions in the service or inaccuracies in data that are not within its control.

20. Fraud Services a. Fraud Detection Setup Fee...... $1,000.00 per BIN, per program b. Fraud Detection Service Disconnect Fee ...... $1,000.00 per BIN c. Lost and Stolen Services i. Lost and Stolen Card Support Fee ...... $7.00 per call ($50 minimum) ii. Emergency VISA Replacement Card Calls ...... $15.00 per call d. SAFE Reporting Service i. Monthly SAFE Reporting Fee ...... $100.00 per month ii. SAFE Reporting Service ...... $25.00 per report e. Automated Fraud Reporting Service i. Monthly Automated Fraud Reporting Service...... $150.00 per month ii. Automated Fraud Reporting Service ...... $15.00 per report f. OmniShield Services i. OmniShield Signature Transaction Fee ...... $0.025 per transaction ii. OmnIShield PIN Transaction Fee ...... $0.025 per transaction iii. Cardholder Exclusions ...... $2.50 per card iv. Fraud Case Sheet - Real Time ...... $10.00 per case v. Fraud Case Sheet - Post Authorization ...... $35.00 per case vi. OmniShield Monthly Service Fee ...... $225.00 per month vii. OmniShield Rule Implementation ...... $250.00 per rule viii. OmniShield Rule Research Fee ...... $175.00 per rule ix. OmniShield Premium Service Fee ...... $0.05 per active Cardholder x. OmniShield 360 Services ...... Quoted per special amendment xi. CVV Protect ...... $15.00 per case

21. Marketing Services (Debit and Credit Gateway) a. Turnkey Debit/Credit Gateway Marketing* *Turnkey Debit/Credit Gateway Marketing includes Customer’s access to Vendor’s Marketing Direct internet-web tool, predetermined Annual Drive Calendar, Educational “Webinars” and debit consultation services. Other/additional requests shall be deemed non-standard customization. i. Tiering/Packages 1. Basic Strategic Package ...... $1,500 per year 2. Premium Strategic Package ...... $3,000 per year 3. Ultra Strategic Package ...... Quoted 4. A la Carte ...... $750 per campaign 5. On-Demand ...... $250.00 per campaign b. Custom Debit Marketing i. Marketing Program Setup ...... Quoted per program ii. Mail and Fulfillment File Setup ...... Quoted iii. Edge Consultation, Annual Marketing Drive Calendar Development, and Webinar Participation ...... Quoted per program iv. Vantiv Marketing Direct and Vantiv Analytics Campaign Tools* ...... Quoted *These are Vantiv iQ, enhancements that allow financial institutions to query the cardbase to create targeted mail and fulfillment files. v. Printing and Mailing of Customized Direct Mail Program Materials ...... Quoted vi. Customized Follow-Up Response Analysis ...... Quoted per program vii. Other Customized Services ...... Quoted viii. Standard Customization of Marketing Materials ...... $60.00 per hour ix. Non-Standard Customization of Marketing Materials ...... $150.00 per hour x. EMV Advisory Level Services Portfolio Review (30,000 Accounts or Fewer)* ...... $1,500.00 *Customer will be auto enrolled unless Customer opts out at time of EMV questionnaire/e-request. xi. EMV Advisory Level Services Portfolio Review (More than 30,000 Accounts)* ...... $5,000.00 *Customer will be auto enrolled unless Customer opts out at time of EMV questionnaire/e-request.

Customer acknowledges and agrees that it will be auto-enrolled into a turnkey marketing campaign strategic package as determined by Vendor based on Customer’s past participation. Customer will be notified of its auto enrollment via email and will have an opportunity to opt out of the marketing campaign strategic package enrollment with no penalty if such opt out is received prior to the campaign start date. Customer acknowledges and agrees that all third party fees and other amounts, including but not limited to postage, printing, artwork, travel, lodging, meals, etc., whether incurred by an employee of Vendor or otherwise, in connection with the provision of the Services are the responsibility of Customer and are subject to change. In the event Customer does not pay such third party vendor, Vendor may include such fees on Customer’s Service Invoice from Vendor, and Customer shall pay such fees in accordance with the payment terms of the Agreement and/or the applicable Addendum. Customer assumes exclusive responsibility for the consequences of any instructions it may give to Vendor for Customer’s failure to supply accurate input information. Customer will be solely responsible for quality, accuracy and adequacy of all information supplied to Vendor for use in providing the Debit Card Marketing Services, and that such information shall be supplied in a data format specified by Vendor.

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 and materials from Vendor. Customer agrees that such documents and materials are samples only and that any use thereof or any information Page 12 of 16

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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 vendors at the sole discretion of Vendor. Customer may be billed for such services directly by the third party vendor. Customer agrees to indemnify and hold harmless Vendor, its officers, employees, affiliates and agents, from and against any losses, damages, fees, fines, penalties and expenses, including reasonable legal and accounting fees and expenses that Vendor, its officers, employees, affiliates and agents may incur in connection with the Marketing Services provided hereunder.

22. Mini-Statement Services a. Mini-Statement Setup Fee*...... $1,000.00 per application type *Does not include ATM setup. b. Terminal Setup...... $255.00 per terminal c. Mini-Statement Transaction Fee* ...... $0.10 per transaction *Applies to both issuer and acquirer transactions. d. Demand Deposit Mini-Statement Item Residency at Vendor (monthly fee) ...... $0.03 per account e. Mini-Statement Item Residence at Vendor (monthly fee) ...... $0.03 per account f. Other Account Mini-Statement Item Residency at Vendor ...... Quoted g. Testing and Certification ...... Standard Hourly Rate

23. Name Change – Institution Definition Services a. Institution, New Acronym Setup* ...... $5,000.00 per acronym *In addition to any database Services. b. Name Change - Institution Definitions ...... $2,250.00 per request c. Basic Acronym Deconversion for Core Services Only ...... $5,000.00 per acronym

24. Network and Gateway Services (not including EBT) a. National Network Monthly Access Fee* ...... $150.00 per Network *National Networks include Cirrus, Plus, Visa, Interlink, and . b. Regional Network Monthly Access Fee ...... $250.00 per Network c. Client Cardholder Gateway Fee ...... $0.07 per Transaction d. Client Acquirer Gateway Fee ...... $0.07 per Transaction e. Connect or Disconnect ...... $500.00 per Network f. PIN Authenticated Visa Debit (PAVD) i. PAVD Development and Setup Fee ...... Quoted ii. PAVD Monthly Support Fee ...... $50.00 per month iii. PAVD Validation ...... $0.0075 per PAVD Authorization

25. On-Line Force Post Services a. On-Line Force Post Conversion* ...... $9,180.00 per conversion *In addition to testing and certification. b. On-Line Force Post Hold Item Fee ...... $0.04 per hold

26. Overdraft Screen Support a. Overdraft Screen Support Setup Fee* ...... $1,000.00 per setup *In addition to testing and certification. b. Enhanced Overdraft Custom Screen Support Setup Fee ...... $510.00 per setup c. Overdraft Screen Support Monthly per Acronym Fee ...... $150.00 per month d. Overdraft Screen Support Transaction Fee ...... $0.05 per transaction e. Monthly Overdraft Screen Terminal Definition Fee ...... $25.00 per terminal

27. Promotional Messaging Services (Screen & Receipt) a. ATM Receipt Promotional Messaging i. Receipt Setup Fee ...... $1,000.00 per setup ii. Receipt Monthly Fee ...... $100.00 per month iii. Monthly Receipt Terminal Definition Fee ...... $25.00 per terminal b. ATM Screen Promotional Messaging i. Screen Setup Fee ...... $1,000.00 per setup ii. Screen Monthly Fee ...... $200.00 per month iii. Monthly Screen Terminal Definition Fee...... $25.00 per terminal c. ATM Receipt & Screen Promotional Messaging (combined) i. Receipt/Screen Setup Fee ...... $1,500.00 per setup ii. Receipt/Screen Monthly Fee...... $250.00 per month iii. Monthly Receipt/Screen Terminal Definition Fee ...... $25.00 per terminal

28. Reports and File Processing Services a. Report Recreate* ...... $125.00 per report *Prices apply to reprints made within 7 days from the creation of the original report and/or files. When more than 7 days have elapsed or requests are made outside of Vendor’s standard, fees will be assessed according to the standard hourly rate. b. File Recreate* ...... $125.00 per file *Prices apply to recreations made within 7 days from the creation of the original report and/or files. When more than 7 days have elapsed or requests are made outside of Vendor’s standard, fees will be assessed according to the standard hourly rate. c. Standard Vendor Synchronization Report (containing Cardholder information) ...... $510.00 per request or BIN d. Standard Vendor Synchronization Report* ...... $1,020.00 per card type *File encrypted according to Vendor’s standards and delivered via Vendor’s preferred method. e. Monthly Transaction Location and Frequency Distribution Report ...... $150.00 per month f. Network BIN Reporting i. Network BIN Reporting Setup ...... $3,000.00 per network ii. Network BIN Reporting Monthly Fee ...... $150.00 per network Page 13 of 16

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g. International BIN File/Surcharging Exemptions* ...... $100.00 per month *Weekly transmission of BIN file, one file per week. h. BIN File Transmission i. BIN File Transmission Setup Fee ...... $1,000.00 per setup ii. BIN File Transmission Monthly Fee ...... $250.00 per month i. Interchange by ATM File i. Interchange by ATM File Setup Fee ...... $750.00 per setup ii. Interchange by ATM Monthly Fee ...... $100.00 per month j. CRT Activity File i. CRT Activity File Setup Fee ...... $1,500.00 per setup ii. CRT Activity File Monthly Fee...... $150.00 per month iii. CRT Testing and Certification ...... Standard Hourly Rate k. Public/Private File Encryption* ...... Quoted *Public/Private file encryption may not be available for all data types or for all report types and may be required for certain types of reports or files. Use of such service may require Customer to purchase software, which is not provided by Vendor, nor available through Vendor. l. Card Compromise Reissue Support* *This fee includes Vendor’s standard support services in compiling reports, files, and data available to Vendor relative to a card compromise of Customer’s Cards and Customer’s reissue of those Cards. This fee does not include any Card Production Services, fees (as listed elsewhere in the Agreement) or any third party fees associated with the reissuance of any Cards. i. 1 - 1,000 Cards ...... $2,000.00 ii. 1,001 - 5,000 Cards ...... $3,500.00 iii. 5,001 - 10,000 Cards ...... $5,000.00 iv. 10,000+ Cards ...... $7,000.00

29. Remote DES Key Services a. Remote DES Key Setup ...... $1,205 b. Remote DES Key Monthly ATM Fee ...... $23.00 per terminal c. Remote DES Key Download Fee, on a Per Download Basis ...... $250.00 per terminal

30. Rewards Program Services a. Direct Network Rewards Program* *This rewards program, which is sponsored by the Networks, is not currently being promoted by Vendor, but may be supported by Vendor. i. Vendor Rewards Program Setup or Disconnect Fee ...... $1,000.00 per program ii. Rewards Program Monthly File Fee ...... $200.00 per program iii. Rewards Program Record Fee ...... $0.005 per record per file b. Rewards! Program i. Rewards! Program* ...... Quoted *Rewards! Program services are detailed in and subject to a separate Rewards Addendum and Fee Schedule which shall be executed by Customer prior to the receipt of such Services by Customer. ii. Deconversion Fee*...... Quoted *Includes standard deconversion services and excludes third party fees, subject to the term of rewards program special amendment/addendum.

31. Settlement Definition and Other Maintenance Services a. Settlement Account Number ...... $510.00 per request b. Settlement Account Number Changes* ...... $3,000.00 per request plus *Includes changes from activity file/report to ACH file; from ACH file to activity file; or from ACH or activity file to activity report. c. ACH Test File ...... $510.00 per request d. Activity File Report Sort Pattern ...... $510.00 per request e. Business Day Change ...... $510.00 per request f. Holiday Schedule Change ...... $510.00 per request g. Routing and Transit Number Change ...... $510.00 per request h. Add or Suppress Report ...... $510.00 per request i. ACH Settlement Return Item Support ...... $765.00 per item j. Federal Reserve Settlement* ...... $7.00 per month *Or 125% of the amount charged to Vendor or its agent(s) by the Federal Reserve, whichever is greater.

32. Stand-In Processing/PIN Validation Processing Services a. Stand-In Processing Setup Fee on a Per Profile Basis...... $1,000.00 per processor b. Stand-In Negative File Monthly Base Fee ...... $200.00 per month c. Automated Stand-In Negative File Monthly Base Fee ...... $230.00 per month d. Automated Stand-In Upgrade Fee* ...... $30.00 per month *This is not a separately billed fee. Customer will be charged an additional $30.00 per month in addition to any fee charged (if any) for Vendor’s standard Stand-In Services if Customer opts-in to receive Vendor’s Automated Stand-In Services. e. Stand-In Transaction Surcharge - PIN Based*...... $0.05 per transaction *In addition to the base transaction fee only when stand in is active for the processor. f. Stand-In Transaction Surcharge - PIN-Less* ...... $0.05 per transaction *In addition to the base transaction fee only when stand in is active for the processor. g. Negative File Residency Monthly Fee ...... $0.05 per record h. Negative File CRT Updates ...... $0.05 per update i. Negative File Refresh/Synchronization ...... N/C for first monthly run i. Additional Runs Each Month...... $50.00 per run j. File Transmission via RJE to Processor for Analysis ...... $150.00 per file k. PIN Validation i. Setup Existing Algorithm ...... $1,000.00 per BIN ii. Setup New Algorithm ...... $3,000.00 per BIN iii. Transaction Fee Surcharge* ...... $0.01 per transaction *In addition to standard transaction fee.

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Vendor can provide PIN validation services for Customer only if the PIN can be derived from the card’s Track II data using a software algorithm and optionally, a key. All Processor transactions will be assessed a base Transaction fee surcharge whether or not each BIN employs the facility and regardless of whether PIN validation is active. Each BIN of Customer can have a different algorithm but not more than one PIN algorithm per BIN. Processor PIN validation services can be activated for all transactions or, optionally, during stand-in processing only. The option selected will apply to all BINs of Customer.

33. Surcharging and Selective Surcharging Services a. Surcharging Setup Fee ...... $3,000.00 plus $25 per terminal b. Selective Surcharging Setup Fee ...... $1,000.00 plus $25 per terminal c. Surcharging Monthly Base Fee (On a Per Category Basis) ...... $100.00 plus $5 per terminal d. Selective Surcharging Monthly Base Fee* ...... $150.00 per program *This fee applies to each Network selective surcharging program in which Customer participates. Vendor will support each Network selective surcharging program in accordance with Vendor’s standards including its standard BIN update procedures and timeframes. In the event a given Network changes its selective surcharging requirements and such change has an impact on Vendor’s support requirements, Vendor reserves the right to modify the Base Fee or other fees herein. e. Surcharging Transaction Fee ...... $0.05 per transaction f. Add, Delete, or Change Categories or Terminals ...... $255.00 per terminal g. Custom Setup ...... Quoted

A category indicates how Customer has decided to identify various transactions (e.g., cash withdrawals, deposits, etc.) relating to a unique network. For each category, a unique set of surcharging charges can be developed.

Any special requests or custom setup either within or outside of a Network selective surcharging program and which is supported by Vendor will be assessed fees at the Standard Hourly Rate.

34. 3-D Secure Services (Includes Verified by Visa and MasterCard SecureCode) a. Customer Setup Fee ...... $1,500.00 b. Access Fee ...... $250.00 per acronym c. 3-D Secure Cardholder Challenge ...... $0.25 per item d. 3-D Secure Transaction Fee ...... $0.10 per item e. 3-D Secure Alert ...... $15.00 per item

35. Training Services and Documentation Services a. Training i. Training at a Vendor Training Facility ...... $425.00 per person per day ii. Training at a Non-Vendor Site in Addition to Vendor’s Expenses ...... $3,000.00 per trainer per day iii. Web Training* ...... Varies per session *Rates vary per class depending on content. Contact Relationship Management for specific prices. b. Documentation i. Paper: New and Replacement Volume...... $100.00 per volume ii. Paper: Update or Supplement ...... $75.00 per update iii. Electronic: New and Replacement Volume ...... $100.00 per volume iv. Electronic: Update or Supplement ...... $75.00 per update v. CD or Other Media: New and Replacement Volume ...... $100.00 per volume vi. CD or Other Media: Update or Supplement ...... $75.00 per update vii. Chargeback/Adjustment Manual ...... $75.00 per manual viii. Vendor’s Independent Third Party Audit* ...... Quoted *Provided only upon Customer’s execution of Vendor’s standard non-disclosure agreement, unless otherwise protected in Customer’s Agreement with Vendor. c. On-Site Conversion Support Fee* ...... $1,000.00 per day per person *At location other than Vendor’s.

36. Standard Wire Draw Down (Standard and OFP) a. Customer Setup Fee ...... $500.00 b. Per Wire Drawdown Fee ...... $25.00

37. Debit/Credit Gateway EMV Services* a. Plastic, Chip, and Emboss Encode i. Gold Chip Plate Pricing ...... $3.54 per card ii. Silver Chip Plate Pricing ...... $3.66 per card iii. Custom Pricing ...... Quoted b. Per Plastic Ancillary Fees ...... $0.28 per card c. Incremental Authorization Fee ...... $0.004 - $0.008 per card d. Annual Key Management Fee ...... $540.00 per BIN, per year e. Minimum Image Editing/Design Fee...... $540.00 per BIN f. Conversion Fee (First BIN) ...... $6,000.00 first BIN g. Conversion Fee (Each Subsequent BIN) ...... $1,200.00 per BIN h. Certification Fee (Per BIN Pass-Through -- Assumes Standard Profile) ...... $0.00 per BIN

*Additional pass through fees may apply. Minimum card order of 1,000 for custom plastics. Plastics pricing assumes one “average” card design containing one litho, 1 four color process, and 1 silkscreen. Note that final plastics pricing depends on exact design specifications. Ancillary fees are subject to change, and include sticker, stuff/mail graphics, carrier, insertion of forms, and card storage (if applicable). Minimum Image Editing Fee includes 3 hours of Vantiv work. Note that Image Redesign may require more than 3 hours of work and/or additional fees from the provider.

38. Tokenization (Apple Pay, Samsung Pay, Android Pay, MasterCard Masterpass)^ a. Setup Fees i. Initial Setup Fee (MDES) ...... $5,000.00 per BIN* ii. Initial Setup Fee (VTS) ...... $5,000.00 per BIN* iii. Additional mobile wallets added after initial setup ...... $1,500 per mobile wallet Page 15 of 16

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*Setup fee includes 1 mobile wallet (i.e., Apple Pay, Samsung Pay, Android Pay, MasterCard Masterpass).

b. Token Provision Fee (all mobile wallets) ...... Authorization rate in current fee schedule c. POS Transaction Fee (all mobile wallets) ...... Authorization rate in current fee schedule + $0.004

^Additional pass through fees may apply. 39. Other Services a. All Services Not Listed ...... Quoted b. All Services Requested Outside of Standard Formats or Timeframes ...... Quoted c. Expedite Fee* ...... Quoted *Vendor does not represent or warrant that it will be able to meet requests for expedited services.

In the event of an inconsistency between the pricing contained in this Definition and General Services Addendum (Addendum A) and the pricing contained in the Master Services Agreement, including any amendment, Addenda (other than this Addendum A) or Fee Schedule to the Core Services Addendum, for the same specific Service, the pricing contained in the specific amendment, Addenda or Fee Schedule shall control.

At Vendor’s discretion, Customer shall be required to execute an amendment or addendum to the Master Services Agreement as a prerequisite to receiving certain services listed on this Addendum. Currently, those include: Ampre Participation, ATM Cash Management, ATM Deposit Automation, ATM Software Distribution, Instant Issue Debit Card Support, Jeanie Preferred, Mobile Banking, Omnishield 360, Partnership Card Marketing, Prepaid Gift, Rewards!, Vantiv Analytics, and such other additional new services as may be offered by Vendor from time to time.

The fees and rates quoted above are for Vendor's then-current services and for Vendor's support expended during Vendor’s normal business hours. Vendor reserves the right to add an additional hourly surcharge of $255.00/hour to the above fees for Vendor services and/or Vendor support occurring outside its normal business hours and/or contrary to the guidelines in the Vendor standards. Vendor reserves the right to refuse to provide any of these optional or additional Services and/or to require additional documentation or agreements to be executed prior to the provision of Services found in this Addendum A. All services referred to in this addendum will be provided by, and delivered in a transmission method determined by Vendor, in accordance with Vendor’s standards and charged based upon Vendor’s determination of counts, definitions, etc., which may change from time to time at Vendor’s sole discretion and without notice.

Unless otherwise agreed to by Vendor, Vendor will perform all Services in accordance with Vendor’s standards. Customer acknowledges that there may be risks associated with Vendor providing the services described herein and Customer agrees to be responsible for any such liability and indemnify Vendor from any liability in accordance with the Agreement. Fees described are exclusive of third party and pass-thru fees whether incurred by Vendor or Customer. New and/or additional fees may be assessed based upon the addition of new services or enhancements to existing Services. Customer’s receipt of any services hereunder shall be deemed acceptance of the terms and conditions of such services and Customer agrees that Customer will be obligated to pay the fees associated with such services thereafter pursuant to the terms and conditions of this Agreement.

Certain Services listed in this Addendum A, are provided only in conjunction with other Services listed in either the Customer’s Agreement, or in this Addendum A. By way of example only, use of certain Services requires Customer’s use of Vantiv iQ. For such Services, Customer acknowledges that the fees listed for such Services are not inclusive and Customer shall pay the individual fees for all Services received.

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.

Customer further warrants and represents that Customer is solely responsible for any and all software, code, content, graphics, artwork, illustrations, designs, and any other intellectual property of any type or kind provided to, made available to, and/or distributed by Vendor on Customer’s behalf (hereinafter, “Content”). Customer warrants and represents that it has all rights, licenses, and/or permissions necessary to use, copy, and/or distribute, any and all Content, including but not limited to the rights and/or permissions to use all trademarks and copyright works used on or within the Content, and that such use does not violate the rights of any third parties or any other agreements into which Customer may have entered. Customer will immediately notify Vendor upon learning of any claims that any Content infringes any rights of third parties and/or any demands made regarding use of the Content.

Customer shall indemnify, defend, and hold harmless Vendor (and Vendor’s officers, employees, directors, agents, representatives, heirs, successors, and assigns) without limitation from and against any all claims, disputes, controversies, allegations, causes, damages, losses, and causes of action that in any way arise out of or related to any third party infringement actions related to the Content.

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