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                                                                   Exhibit 10.5

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

ICBA BANCARD, INC.
and
CERTEGY CARD SERVICES, INC.
2003 RENEWAL SERVICE AGREEMENT



TABLE OF CONTENTS

Section



                                                                            Page
                                                                            ----
                                                                         
1.0 MODIFICATION AND RESTATEMENT                                              2
2.0 EXTENSION OF TERM                                                         2
3.0 SERVICES                                                                  2
4.0 TERMINATION                                                               2
5.0 INTENTIONALLY LEFT BLANK                                                  5
6.0 FEES                                                                      5
7.0 PROGRAM CLEARING, SETTLEMENT AND PAYMENT ACCOUNTS                         8
8.0 ADDITIONAL OBLIGATIONS OF FINANCIAL INSTITUTIONS                         10
9.0 QUALITY CONTROL STANDARDS                                                11
10.0 SYSTEM ENHANCEMENTS                                                     12
11.0 CONFIDENTIALITY                                                         12
12.0 DATE TRANSMISSION                                                       14
13.0 RECORDS INSPECTION                                                      14
14.0 CHANGES TO THE PROGRAM SERVICES                                         14
15.0 GOVERNMENT INSPECTION                                                   14
16.0 INSURANCE                                                               14
17.0 BACKUP PROVISIONS                                                       16
18.0 ARBITRATION                                                             16
19.0 MASTERCARD/VISA REQUIREMENTS                                            17
20.0 FURTHER RENEWAL OF AGREEMENT                                            18
21.0 DISPOSAL OF RECORDS                                                     19
22.0 FALCON SERVICES                                                         20
23.0 SPECIAL PROGRAMMING                                                     23
24.0 USERS GROUP MEETINGS                                                    24
25.0 FINANCIAL INSTITUTION BENEFIT ASSOCIATION                               24
26.0 LEGAL COMPLIANCE AND INDEMNIFICATION                                    24
27.0 LIMITATIONS ON DAMAGES                                                  26
28.0 DISTRIBUTION TO FINANCIAL INSTITUTIONS                                  26
29.0 AGENT BANK AGREEMENTS                                                   26
30.0 GUARANTEES OF CERTEGY INC                                               26
31.0 NO WAIVER                                                               26
32.0 FORCE MAJEURE                                                           27
33.0 GOVERNING LAW                                                           27
34.0 ENTIRE AGREEMENT; CONSTRUCTION                                          27
35.0 MODIFICATION OR AMENDMENTS                                              27
36.0 ASSIGNMENT                                                              27
37.0 NOTICES                                                                 27
38.0 ATTORNEYS' FEES                                                         28
39.0 CAPTIONS                                                                28



                                        i



ICBA BANCARD, INC.
and
CERTEGY CARD SERVICES, INC.
2003 RENEWAL SERVICE AGREEMENT

This 2003 Renewal Service Agreement ("Agreement" or "2003 Renewal Agreement") is
made as of June 1, 2003 ("Effective Date"), by and between ICBA BANCARD, INC.
("Bancard"), a Delaware corporation, and CERTEGY CARD SERVICES, INC.
("Certegy"), a Florida corporation, with reference to the following facts:

RECITALS

Bancard is a corporation engaged primarily in the provision of payment services
to A. financial institutions (the "Bancard Program"). Certegy is engaged in the
business of providing processing for payment services to B. Financial
Institutions (the "Certegy Services").

C. Bancard, acting as agent for certain community banks that are members of the
Independent Community Bankers of America ("Financial Institutions"), has
retained Certegy to provide certain of the Certegy Services (the "Program
Services") to Financial Institutions in the Bancard Program.

D. Bancard and Certegy are parties to a 1994 Renewal Service Agreement, dated
December 12, 1994, as amended December 12, 1996 (First Amendment) and February
15, 2000 (Second Amendment); a Privacy Addendum dated February 1, 2001; and a
Letter Agreement dated September 28, 2001 (collectively, the "1994 Renewal
Agreement") governing the parties' rights and obligations with respect to the
Program Services provided to Financial Institutions.

E. The term of the 1994 Renewal Agreement expires on December 11, 2004, and
Bancard and Certegy now desire to modify, restate and extend the Term of the
1994 Renewal Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
hereinafter contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is hereby mutually
agreed by and between the parties as follows:


                                       -1-



1.0 Modification and Restatement. By this Agreement, the parties hereby modify
and otherwise restate the terms of the 1994 Renewal Agreement. As of the
Effective Date hereof, the provisions of this Agreement supersede the provisions
of the 1994 Renewal Agreement and are incorporated into each of the agreements
for provision of the Program Services between Bancard and each Financial
Institution (the "Financial Services Agreement"). Extension of Term. The term of
the 1994 Renewal Agreement, as hereby modified 2.0 and restated, shall expire on
March 31, 2008 (the "Renewal Term").

Services. 3.0

3.1 Description. Certegy shall provide to those Financial Institutions
identified to it from time to time by Bancard (i) the credit card services
described in Schedules "A", "B", "G", "K" and "L" (the "Credit Card Program
Services") and the Merchant Services described in Schedule "C" (the "Merchant
Program Services"); and (ii) the debit, in-house/pass through and ATM card
services described in Schedule "E" (the "Debit Card Program Services"), Schedule
"J" (the "Stored Value Card Program Services") and the E-Banking Services as
described in Schedule "I" (the "EBanking Program Service Program"), all of which
are attached to, and fully incorporated into, this Agreement. Except as
otherwise specifically set forth in this Agreement, Bancard shall use Certegy
exclusively for the Credit Card Services and Merchant Program Services described
in subsection (i) above. Bancard shall identify to Certegy each Financial
Institution with which Bancard has executed a Financial Services Agreement to
provide the Credit Card Program Services, Merchant Program Services, Debit Card
Program Services, Stored Value Card Program Services and/or E-Banking Program
Services.

3.2 Data to Vendors. If a Financial Institution wishes Certegy to provide data
pertaining to that Financial Institution to third party vendors, that Financial
Institution shall provide written authorization to Certegy and indemnification
for claims pertaining to such data transfer and the performance of any such
vendors, in a form acceptable to Certegy. In addition, Certegy may require any
such vendors to enter into written agreements with Certegy governing the
transfer of such data.

Termination. 4.0

By Bancard. Bancard may terminate this Renewal Agreement: 4.1 in the event of
the loss or termination, for any reason, of Certegy's (a) right or ability to
provide the Program Services;

(b) subject to sections 4.9 herein, in the event Certegy commits any material
breach of its obligations under this Agreement, and such breach is not cured
within thirty (30) days of Certegy's receipt of notice of the breach. A
"Material Failure" as defined in section 9.0 herein and an "Adverse Event" as
defined in section 4.9 herein, shall each constitute a material breach of this
Agreement by Certegy within the meaning and intent of this section;


                                       -2-


(c) upon any affirmative act of insolvency by VISA or MasterCard or affiliated
networks or upon the filing by VISA or MasterCard or affiliated networks of any
action under any reorganization, insolvency or moratorium law, or upon the
appointment of any receiver, trustee or conservator to take possession of the
properties of VISA or MasterCard or affiliated networks; provided, however, that
such an act or event by or relating to VISA or MasterCard or affiliated
networks, but not to both, shall not terminate this Agreement with regard to the
other, provided Certegy remains able to provide the Program Services to other
card associations or networks;

(d) to the extent permitted by applicable law, upon the filing by Certegy of any
action under any reorganization, insolvency or moratorium law, or upon the
appointment of any receiver, trustee or conservator to take possession of its
properties. By Certegy. Certegy may terminate this Agreement:

4.2 (a) in the event Bancard commits any material breach of its obligations
under this Agreement, and such breach is not cured within thirty (30) days of
Bancard's receipt of notice of the breach;

(b) to the extent permitted by applicable law, upon the filing by Bancard of any
action under any reorganization, insolvency or moratorium law, or upon the
appointment of any receiver, trustee or conservator to take possession of its
properties.

(c) upon any affirmative act of insolvency by VISA or MasterCard or affiliated
networks or upon the filing by VISA or MasterCard or affiliated networks of any
action under any reorganization, insolvency or moratorium law, or upon the
appointment of any receiver, trustee or conservator to take possession of the
properties of VISA or MasterCard or affiliated networks; provided, however, that
such an act or event by or relating to VISA or MasterCard or affiliated
networks, but not to both, shall not terminate this Agreement with regard to the
other, provided Certegy remains able to provide the Program Services to other
card associations or networks;

4.3 In the event of termination of this Agreement pursuant to section 4.1(a),
(b), (c) or (d), or in the event of expiration of this Agreement governed by
section 20.2 herein, neither Bancard nor Financial Institutions shall be
required to pay to Certegy the Termination Fees (defined in section 4.4 below)
or any other fees or charges other than those which may have become due for
Program Services rendered hereunder prior to the termination or expiration.

4.4 In the event of termination by any Financial institution of the Program
Services on Schedule "A", "B", "C", "E", "F", "G", "J", "K" and/or "L" with
respect to all or substantially all of its accounts falling under that Program
Service, for any reason whatsoever other than upon termination or expiration of
this Agreement due to circumstances described in section 4.3 above, Bancard
shall pay to Certegy the following termination fees (the "Termination Fees"):
the greater of (i) the Deconversion Fees set forth in the applicable Schedule
for the Program Services terminated or (ii) the sum of (a) an amount equal to
the last six (6) months fees, other than Pass


                                      -3-



Through Fees, for the Program Services terminated, other than for Program
Services under Schedule "C" and (b) if the Schedule "C" Program Services are
terminated, that Financial Institution's fees, other than Pass Through Fees, for
Schedule "C" Services for the preceding three (3)months.

Notwithstanding the above, in the event a Financial Institution only terminates
the Services in Schedule "C" and retains the other Program Services being
provided under other Schedules, then neither Bancard nor such Financial
Institution shall be required to pay Certegy any Termination Fees under Schedule
C. For each termination of Program Services by a Financial Institution, Certegy
shall provide Bancard a written accounting of the Fees to be assessed, if any,
including an explanation of the Fee calculation. Notwithstanding the assessment
and collection of the above amounts, nothing in this Agreement shall limit the
legal and equitable remedies, which would otherwise be available to Certegy in
the event of termination of this Agreement following a material breach of this
Agreement by Bancard.

4.5 Cooperation. Upon termination of this Agreement pursuant to section 4.1,
Certegy will use its best efforts to assist Bancard in arranging for access to
the Program Services on substantially the same terms as are provided in this
Agreement so that Financial Institutions may continue receiving similar services
without substantial interruption. Certegy and Bancard will cooperate to effect
an orderly conversion of accounts and data to a successor card processing
institution. As requested by Certegy, Bancard shall cooperate to affect the
reclamation of cards, checks and drafts issued in connection with the Program
Services. Except as otherwise provided in section 4.9 or 20.4 herein, within
fourteen (14) days after the termination of this Agreement, Bancard shall send
to each Financial Institution via first class U.S. mail a letter in the form
attached hereto as Exhibit 3.

4.6 Rights of Parties to Funds. Upon expiration and non-renewal, or termination
of this Agreement for any reason, the respective rights of the parties to funds
in any and every account over which more than one party has signature authority
shall be governed by the provisions of section 7.0 hereof.

4.7 Notifications. Upon the occurrence of any event noted in sections 4.1 and
4.2 above, the party first having knowledge of such event shall notify the
other. Bancard shall require each Financial Institution desiring to terminate
the Program Services for reasons other than those in section 4.1 to provide
Certegy not less than six (6) months advance written notice.

4.8 Prohibited Solicitation. In the event of termination of this Agreement by
Bancard pursuant to section 4.1(b), Certegy agrees that for a period of twelve
(12) months from the effective date of termination, Certegy, its subsidiaries
and affiliates, on their own behalf or as program administrator for the
Financial Institution Benefit Association ("FIBA") shall not, directly or
indirectly, engage in prohibited solicitation ("Prohibited Solicitation") of
Financial Institutions as customers of Certegy, its subsidiaries, affiliates, or
as members of FIBA, or as customers of any other entity which is a customer of
Certegy, its subsidiaries, affiliates, or is a member of FIBA, without the prior
written approval of Bancard; provided, however, that nothing herein shall
restrict (i) Certegy's right to do business with entities which are competitors
of Bancard, and (ii) such competitors' rights to solicit Financial Institutions
as customers.


                                      -4-



"Prohibited Solicitation" within the meaning of this section means initiating
any written or oral communication with Financial Institutions, directly or
indirectly, which is, or may be construed by Financial Institution as, a direct
or indirect request or inducement to Financial Institutions to continue to
receive Program Services from Certegy, its subsidiaries, affiliates, or as a
member of FIBA or any other entity which is a customer of Certegy, its
subsidiaries, affiliates, or is a member of FIBA, following the expiration or
termination of this Agreement, without the prior written consent of Bancard.
Prohibited Solicitation shall include, but not be limited to, invitations to
educational or other seminars which Certegy, its subsidiaries, affiliates or
FIBA sponsor, or in which it or they participate; promotional or other
information concerning Certegy, its subsidiaries, affiliates or FIBA, including
financial information; and general information concerning services and prices.
Prohibited Solicitation shall not include changes in services or prices as
permitted under this Agreement and information needed by Financial Institutions
in order for Certegy to effect the deconversion of Financial Institutions.

4.9 Adverse Events. In the event that during the Renewal Term Bancard reasonably
determines that specific acts or events ("Adverse Events") by Certegy or its
subsidiaries or affiliates, have adversely affected, or would adversely affect,
to a substantial degree, (i) the goodwill and reputation of Bancard with members
of the Independent Community Bankers of America ("ICBA"), and (ii) Bancard's
business, and that such adverse effect would continue if Bancard continued its
relationship with Certegy under this Agreement, Bancard shall notify Certegy of
its intention to terminate this Agreement. In such event Certegy and Bancard
shall make every good faith effort to mutually overcome the effects of the
Adverse Event. If the matter is not resolved to the satisfaction of Bancard
within sixty (60) days after such notice, the issue of whether an Adverse Event
has occurred shall be submitted to binding arbitration pursuant to the
provisions of section 18 hereof. It is agreed, however, that this section 4.9
cannot be used to terminate this Agreement because Certegy has exercised its
rights against a Financial Institution or taken action on behalf of Bancard
against a Financial Institution pursuant to Certegy's rights under this
Agreement.

If Certegy accepts Bancard's notice of its desire to terminate, or if the
arbitrators determine that an Adverse Event has occurred, then the effective
date of termination shall be one (1) year from the date of such notice or from
the date on which the arbitration award is rendered, as the case may be, or such
other date as the parties mutually agree. Within fourteen (14) days after
Certegy's acceptance of Bancard's notice or the rendering of the arbitration
award, as the case may be, Bancard shall send to each Financial Institution via
first class U.S. mail a letter in the form attached hereto as Exhibit 3. An
Adverse Event under this section 4.9 shall be deemed to be a material breach of
this Agreement within the meaning and intent of section 4.1(b) herein.
Intentionally Left Blank.

5.0 Fees.

6.0

6.1 Scheduled Fees. In consideration for provision of the Program Services to
Financial Institutions by Certegy, Bancard shall be responsible for all
Financial Institutions paying


                                      -5-



to Certegy the fees set forth in Schedules "A", "B", "C", "E", "G", "J", "K",
"L", and "I" of Exhibit 1 attached to this Agreement (the "Scheduled Fees"). The
Scheduled Fees shall be effective as of the dates shown on each Schedule and
shall remain in effect until changed pursuant to the terms of this Agreement.
Bancard shall indemnify and hold Certegy harmless from any and all losses
incurred as the result of a Financial Institution's failure or refusal to pay
Certegy any uncontested Scheduled Fees.

6.2 Settlement of Fees. For those Program Services for which Certegy settles
daily for Program Members, processing fees shall be settled each banking day for
the applicable transactions and shall be payable by deduction from the
applicable Financial Institution's daily settlement amount. Fees for all other
Program Services shall be invoiced monthly, payable ten (10) days after the
invoice date. In no event will any sums due Certegy under section 4.3 or 4.4
hereof be deducted by Certegy from any settlement account, BIN, ICA or
otherwise.

6.3 Bancard's Financial Responsibility. As to Certegy, as agent for the
Financial Institutions, Bancard assumes financial responsibility for all VISA
and MasterCard transactions processed into and out of its, or a Financial
Institution's, Base Identification Number (BIN) Account and its, or a Financial
Institution's, Interbank Card Association (ICA) Account including, but not
limited to, counterfeit transactions and fraudulent transactions. Bancard shall
indemnify Certegy for any and all losses Certegy incurs related to such
transactions, which losses were not caused by Certegy's actions or omissions in
performance of the Program Services. Certegy is expressly prohibited from using
Bancard's, or a Financial Institution's, BIN or ICA Account for the benefit of
any person or organization other than Financial Institutions in the Bancard
Program, or for any purpose other than processing transactions for such
Financial Institutions, without the prior express written consent of the
applicable VISA or MasterCard principal member.

6.4 Time Frame for Merchant Settlement. Certegy shall remit to the Settlement
Account the amount of all VISA and MasterCard merchant transactions from each
Financial Institution no more than four (4) business days following Certegy's
receipt of such merchant VISA and MasterCard transactions from a Financial
Institution, except for delays resulting from those events provided for in
section 34.0 herein.

6.5 Fee Increases. Certegy may make a one-time adjustment to the Scheduled Fees
at any time during the final twenty-four (24) months of the Renewal Term in
accordance with the requirements of section 6.5.1 below; provided, however, that
(i) no such Fee increase may be made if a "Material Failure" which has not been
cured, as defined in section 9.1 below, has occurred during the four (4)
calendar quarters immediately preceding Certegy's notice of proposed Fee
increase; and (ii) Certegy may implement adjustments of those fees over which
Certegy has no control ("Pass Through Fees") and which are identified as such in
the Scheduled Fees, at any time during the Renewal Term of this Agreement.
Certegy shall notify Bancard of any Pass Through Fee increase at least thirty
(30) days prior to the date Certegy implements such increase.

6.5.1 Certegy may implement increases of the Scheduled Fees by a percentage
which is equal to or less than the sum of (i) the amount by which the Percentage
Increase (defined in section 6.5.4 below) exceeds two percent (2%), but is not
more than six percent (6%);


                                      -6-



and (ii) one-half of the amount by which the Percentage Increase exceeds six
percent (6%). Certegy shall notify Bancard of any such fee increase at least one
hundred eighty (180) days prior to the date Certegy implements such increase.

6.5.2 The following definitions shall apply to this section 6.5: "Index" shall
mean the Consumer Price Index for All Urban Consumers (1967 = 100), specified
"All Items", relating to Tampa, Florida and issued by the Bureau of Labor
Statistics of the United States Department of Labor. If the Index in its form as
of the Effective Date hereof is discontinued, or if the basis on which it is now
calculated shall be revised, the parties shall make an appropriate conversion to
such revised Index on the basis of conversion factors published by the Bureau of
Labor Statistics; if such conversion factors are not published, either party may
request the Bureau of Labor Statistics to provide, when needed, an appropriate
conversion or adjustment which shall be applicable thereafter; or if the Bureau
of Labor Statistics shall be unable or unwilling to provide such appropriate
conversion or adjustment, then the parties shall, in good faith, agree on a
suitable substitute for the Index.

6.5.3 "Base Index" shall mean the Index established for the month in which the
prices on the Schedule that Certegy seeks to adjusted became effective; and (ii)
for any subsequent increase, the Index in the month that was the Comparative
Month in the last applicable increase.

6.5.4 "Percentage Increase" shall mean the percentage equal to the fraction, the
numerator of which shall be the Index in the Comparative Month less the Base
Index, and the denominator of which shall be the Base Index.

6.5.5 "Comparative Month" shall mean the most recent month for which the Index
has been published prior to Certegy providing notice of the increase, which
Comparative Month shall be deemed the month of the last increase for purposes of
establishing the new "Base Index" for any future increase.

6.6 Most Favored. If during the Renewal Term, Certegy signs a new or renewal
contract for services similar to Credit Card Program Services and Merchant
Program Services with any other association of financial institutions which has
approximately the same or comparable Credit Card and Merchant transaction
volumes for approximately the same or comparable group of services and levels of
support as the Credit Card and Merchant Program Services and support being
provided to the Bancard Program, then within fifteen (15) business days after
that contract is signed or made public (in the case of a contract which is
required to be publicly disclosed), Certegy shall give Bancard written notice of
that fact and shall provide a schedule of the basic terms that will govern the
credit card and merchant services to be provided and the rates, including any
provisions for rate increases or decreases, to be charged to the members of that
other association (the "Rate Structure"). Bancard shall have the right to elect
to have the Rate Structure substituted for Bancard's then current rates and
terms, which election it may make only by giving written notice to Certegy
within thirty (30) days following receipt of the Rate Structure from Certegy;
provided, however, that Certegy then shall be entitled to provide the Program
Services on the same basic terms under which they are being provided to the
other association. If Bancard elects the other association's Rate


                                      -7-



Structure, it shall become effective on a reasonable date to be mutually agreed
by the parties, which date shall be at least thirty (30) days from Bancard's
election and which shall be the first calendar day of a month.

Other Services. Certegy may perform services for Bancard or the Financial 6.7
Institutions which are not included in this Agreement at prices to be mutually
agreed by Certegy and Bancard prior to the performance of such services, and
shall be documented by means of a written amendment to this Agreement. Certegy
shall not be responsible or obligated for any services Bancard provides to
Financial Institutions which are not included in this Agreement including, but
not limited to, advertising, research and development, taxes allocated to
property owned by Bancard, and insurance. Program Clearing, Settlement and
Payment Accounts.

7.0

7.1 Program Clearing Account. As agent for Financial Institutions, Bancard shall
maintain a demand deposit account (the "Program Clearing Account" or "PCA") for
daily settlement of transactions, charges and reimbursements.

7.1.1 Access. Certegy may access the PCA for the following purposes: daily
settlement of all VISA and MasterCard cardholder

(a) amounts due to/from VISA and MasterCard; and daily settlement of fees due
Certegy for the transactions

(b) previously processed; and

(c) monthly settlement of fees and charges due Certegy, other than processing
fees, such access permitted not less than ten (10) days after the invoicing of
such fees and charges to Bancard; and

(d) daily settlement of all dues, fees, assessments and other charges due
Certegy for, without limitation, the combined warning bulletin fees, interchange
fees, VISA and/or MasterCard Association fines or other charges, if any, and
assessments; and

(e) daily payment of any interest due Certegy for funds Certegy paid to VISA or
MasterCard on behalf of Bancard that Bancard did not have available to Certegy
in the PCA ("PCA Shortfall"). Bancard shall pay Certegy interest at the base
rate charged by the clearing bank for the Bancard Program, plus one percent (1%)
for all PCA Shortfall; and daily investment for Bancard's benefit of surplus
funds in the

(f) PCA.

7.1.2 Minimum Balance. For Credit Card Program Services and Debit Card Program
Services, Bancard shall maintain at all times in the PCA a minimum balance
("Minimum Balance") equivalent to the product of the following equation:


                                      -8-



[The anticipated average aggregate cardholder base for all Financial
Institutions for the next ninety (90) days or two hundred (200), whichever is
greater] x 2.5 (anticipated transactions per cardholder account per month) x 52
(anticipated average transaction amount) / 21.5 (average business days per
month) x 3. The elements of the above equation shall be adjusted quarterly by
Certegy, or more often if deemed necessary by Certegy and Bancard, based on the
actual volume of the previous month and seasonal factors, in all cases with
advance written notice to Bancard,. Settlement.

7.2

7.2.1 Settlement Account. Bancard shall require each Financial Institution to
maintain at all times a demand deposit account (the "Settlement Account" or
"SA") for the purpose of replenishing the PCA so that an amount no less than
each Financial Institution's pro rata share of the Minimum Balance is maintained
at all times. Bancard and/or Certegy through the Automated Clearing House
("ACH") or wire transfer at Bancard's expense, may access each SA on a daily
basis to transfer to the PCA a sum equivalent to the product of the following
equation: [Financial Institution's anticipated cardholder base for the next
ninety (90) days or two hundred (200), whichever is greater] x 2.5 (anticipated
transactions per cardholder account per month) x 52 (anticipated average
transaction amount) / 21.5 (average business days per month) x 3 (average number
of the days required for clearance of transfers from Financial Institutions into
the PCA). The elements of the above equation shall be adjusted quarterly by
Certegy, or more often if deemed necessary by Certegy and Bancard, based on the
actual volume of the previous month and seasonal factors, in all cases with
advance written notice to Bancard and each Financial Institution. Bancard shall
require each Financial Institution to maintain at all times in the SA an amount
equal to the product of the equation expressed above in this section 7.4, as
adjusted from time to time.

7.2.2 Settlement to Financial Institutions processing on BASE2000. Financial
Institutions receiving Certegy Services under Schedules "K" or "L" shall each
establish a Settlement Account in the Financial Institution's name to enable
VISA and/or MasterCard to settle transactions, dues, fees, assessments and other
amounts directly to the Financial Institution Settlement Account. The Financial
Institution shall maintain sufficient balances in the Settlement Account to
enable such VISA and/or MasterCard settlements. Neither Bancard nor Certegy
shall bear any responsibility or liability for funding of the Financial
Institution's Settlement Account.

7.3 Payment Account. As agent for Financial Institutions, Bancard shall
establish a demand deposit account for deposit of payments made to Bancard and
Financial Institutions ("Payment Account"). Certegy may access such Payment
Account to deposit payments received from cardholders and to transfer sums to
the appropriate Financial Institution Settlement Account.


                                      -9-



7.4 Reporting. Certegy shall furnish to Bancard on a monthly basis

(a) detailed information including bank statements and reconciliation statements
for the PCA;

(b) a monthly statement of each day's interchange fees; and

(c) such data as may be reasonably requested by Bancard and/or any Financial
Institution. Certegy also shall furnish to each Financial Institution daily
statements of settlements with VISA, MasterCard and Certegy.

7.5 Audit. Bancard shall have the right to receive an annual Statement from
Certegy's outside certified public accounting firm, at Certegy's expense, in the
form such Statement is normally prepared for Certegy's regular audits, which
confirms that the firm has examined Certegy's operations and that the reports
furnished to Bancard and Financial Institutions are accurate and based upon
generally accepted accounting principles. Additional Obligations of Financial
Institutions. Each Financial Institution is bound 8.0 by the following
provisions as of the Effective Date of this Agreement:

8.1 Right to Refuse Merchants. Financial Institution shall not enroll merchants
for participation in the VISA and/or MasterCard systems through Bancard or
Certegy if such merchants are within the categories of merchants designated by
Bancard and/or Certegy from time to time as "high-risk merchants". Bancard or
Certegy shall have the right to refuse to enroll, and may terminate the
enrollment of, any merchant, if it determines, in its sole and absolute
discretion, that enrolling, or failing to terminate, such merchant would create
excessive risk for Bancard and/or Certegy.

8.2 Right to Refuse Transactions. In the event that either Bancard or Certegy
determines, in its sole and absolute discretion, that the risks related to the
credit card sales drafts introduced by any merchant enrolled by any Financial
Institution are excessive, then Bancard or Certegy may refuse to accept and
process such transactions. Bancard or Certegy shall promptly notify Financial
Institution of its refusal to accept and process transactions from any such
merchant.

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

8.4 Indemnification. Notwithstanding any other provision of this Agreement to
the contrary, Financial Institution shall indemnify and hold harmless Certegy
and Bancard, and their respective stockholders, officers, directors, employees,
agents, affiliates, subsidiaries, successors and assigns (the "Indemnified
Parties"), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses, fees, including
reasonable attorney fees, or disbursements of any kind or nature whatsoever (the
"Losses"), which may be suffered by, imposed on, incurred by, or asserted
against the Indemnified Parties in any way relating to, or arising


                                      -10-



out of, any merchant deposit of VISA or MasterCard credit card or debit card
sales drafts ("Sales Drafts") which arise from transactions from merchants
enrolled by Financial Institution or an agent institution of Financial
Institution for the Merchant Program Services provided pursuant to this
Agreement and/or the Financial Services Agreement, including counterfeit or
fraudulent transactions, credits processed by a merchant, or any chargebacks of
Sales Drafts. Certegy shall be a third-party beneficiary of the indemnities in
this section, and if Certegy brings any lawsuit, arbitration or other action
against Financial Institution to enforce the provisions of this section, the
prevailing party shall be entitled to recover its reasonable attorneys' fees and
costs in connection with the action.

8.5 Right to Utilize Certain Funds. Bancard and/or Certegy shall have the right
to utilize any amounts payable to Financial Institution as a result of
transactions in the MasterCard and/or VISA systems in payment of, or to
reimburse Bancard or Certegy for, chargebacks or any other amounts payable by,
or any other Losses resulting from, the activities of any merchants enrolled by
Financial Institution or an agent institution of Financial Institution.
Financial Institution acknowledges that Certegy is a third party beneficiary of
all Bancard rights in the Financial Services Agreement, and that Certegy is
entitled to exercise all rights given to it pursuant to this section to, among
other things, apply incoming amounts to offset or recover amounts due on
fraudulent transactions introduced into the MasterCard and/or VISA systems by
merchants enrolled by Financial Institution or an agent institution of Financial
Institution. Financial Institution specifically agrees that the rights of
Bancard and Certegy and the obligations of Financial Institution hereunder shall
survive the expiration or earlier termination of this Agreement.

9.0 Quality Control Standards.

9.1 Compliance Requirements. Certegy shall maintain the Quality Control
Standards set forth in Exhibit 2 attached hereto (the "Standards"), which shall
apply as appropriate and as indicated on Exhibit 2, beginning on the Effective
Date, to the Program Services on the Schedules to Exhibit 1. At the end of each
calendar quarter, Certegy and Bancard shall review Certegy's performance for
that quarter in light of the Standards. To facilitate such review, Certegy shall
provide Bancard with internally generated monthly reports on which the review
can be based, along with a certification by a Certegy officer verifying their
accuracy. For purposes of measuring Certegy's compliance with the requirements
of this section, the "Standards" designated as "material standards" shall be
deemed to be "Material Standards" for the purposes of this Agreement. Certegy's
failure to meet one or more Material Standards, or three (3) or more of the
other Standards, in any calendar quarter, shall be deemed a "Material Failure."
In the event of a Material Failure, Certegy shall take those steps necessary to
cure that specific Material Failure within the thirty (30) day period following
notice by Bancard to Certegy of the Material Failure. The test period to
determine whether such cure has been accomplished shall be the thirty (30) day
period following the thirty (30) day period for cure referred to above. In the
event that the Material Failure has not been cured as evidenced by Certegy's
reports thereon, subject to Bancard's right of inspection and audit, Certegy
shall have committed a "material breach" of its obligations hereunder which has
not been cured within the meaning and intent of section 4.1(b) hereof.


                                      -11-



9.2 Right to Audit. On reasonable notice during normal business hours, Bancard
representatives shall have the right, at Bancard's expense, to inspect and audit
information and records in Certegy's possession or control pertaining to
Certegy's compliance with the Standards; provided that Certegy shall have the
right to receive and comment on any report prepared by any representative of
Bancard in connection with any such inspection or audit prior to its
dissemination to Financial Institutions or other third parties.

9.3 Joint Review and New Card Processing Systems. Bancard and Certegy agree to
review the Standards and make amendments as agreed. The parties jointly shall
make reasonable modifications to the Standards when needed to apply to any new
card processing system or platform implemented by Certegy during the Renewal
Term. Those modifications shall take into account the differences in capability
and function of any such new system.

9.4 Filing and Reporting Requirements. On Bancard's behalf, Certegy agrees to
comply with all Visa and MasterCard filing and reporting requirements imposed on
Bancard, as a result of Program Services. Certegy's assistance to Bancard with
filling and reporting requirements occasioned by the Bancard Program not
resulting from Certegy Services shall be subject to the parties agreement on
applicable terms and fees.

10.0 System Enhancements. Bancard and Certegy will negotiate a schedule of
specific system enhancements that Certegy will provide at no additional cost to
Bancard or the Financial Institutions. The parties will set forth that schedule
and the terms applicable to the provision of those enhancements in an amendment
to this Agreement. Further, during the Renewal Term, if Bancard requests other
enhancements or changes to the Program Services, then Certegy and Bancard will
negotiate whether and upon what terms Certegy will provide those enhancements or
changes, including additional fees which Certegy may charge. Certegy reserves
the right to make any changes to the Program Services so long as Bancard will
continue to be able to meet its obligations to the Financial Institutions and
their customers.

11.0 Confidentiality.

11.1 Each of the parties to this Agreement agrees to hold as secret and
confidential information, reports, plans, customer lists, documents, drawings,
writings, samples, statements, audit reports, software, manuals, know how and
other proprietary material ("Confidential Information") received from the other
party. "Confidential Information" shall also include information and data
concerning the business, activities, operations, financial results, properties
or management of the Financial Institutions or their customers prepared by or
for Certegy, or used in any way by Certegy in connection with the provision of
Program Services to Financial Institutions and their customers, whether or not
Financial Institutions and their customers are therein identified by name. All
Confidential Information provided from one party to the other shall remain the
property of the disclosing party. For purposes of this section 11.0,
Confidential Information shall not include information which becomes available
to the public through no wrongful action of the receiving party; which may be
published prior to the date hereof; which is already in the possession of the
receiving party and not subject to an existing agreement of confidence between
the parties; which is received from a third party without restriction and
without breach of this Agreement; which is independently


                                      -12-



developed by the receiving party; or which is disclosed pursuant to a
requirement or request from a government agency. This Agreement shall in no way
be construed to grant any right, license, or authorization to either party to
use Confidential Information except as permitted in this Agreement. Each party
shall restrict Confidential Information received from the other party to those
employees and persons in the receiving party's organization with a need to know
such Confidential Information in order to provide the Program Services
hereunder. Such employees or persons shall be under the same obligations to hold
secret and confidential such Confidential Information as provided herein.
Certegy may disclose Confidential Information to its third-party vendors or
contractors as necessary to provide the Program Services under this Agreement.
Before disclosing Confidential Information to such third-party vendors or
contractors, Certegy shall first secure the written agreement of such vendors or
contractors to protect and limit the use of such Confidential Information as
provided herein. The obligations of the parties hereunder shall survive the
expiration or earlier termination of this Agreement.

11.2 Bancard and Certegy agree as follows regarding the use to be made of, and
the protections to be provided to, Confidential Information, including non-
public financial information that is personally identifiable to a customer of a
Financial Institution (referenced in the Gramm-Leach-Bliley Act (the "GLB Act"),
as "Non-public Personal Information" or "NPI"), which is disclosed to Certegy to
enable it to provide the Program Services to Financial Institutions:

11.2.1 NPI shall be treated as Confidential Information under section 11.1 of
this Agreement;

11.2.2 All Confidential Information provided to or acquired by Certegy in the
course of providing Program Services to a Financial Institution shall be used
only for the provision of the Program Services, unless lawful disclosure is
authorized in writing by that Financial Institution. Certegy shall not disclose
Confidential Information to any person not affiliated with the Financial
Institution, except as necessary to provide the Program Services or if such
disclosure would be lawful if made directly by the Financial Institution;

11.2.3 When contracting with third parties to assist in providing the Program
Services to Financial Institutions ("Third Party Vendors"), Certegy shall
require those Third Party Vendors to comply with the same, or substantially
similar, confidentiality and privacy obligations as apply to Certegy under this
Agreement;

11.2.4 Certegy shall restrict its employees' access to Confidential Information
to those employees who need to know the Confidential Information in order to
provide the Program Services to Financial Institutions;

11.2.5 Certegy shall maintain physical, electronic and procedural safeguards
that comply with the applicable laws and regulations concerning NPI, to prevent
unauthorized and unlawful disclosure;


                                      -13-



11.2.6 Bancard shall require each Financial Institution to comply with the GLB
Act including, but not limited to, providing the privacy notices to each
customer of each Financial Institution;

11.3 Upon the expiration and non-renewal, or earlier termination of this
Agreement, or at the expiration or termination of any Financial Institution's
Financial Services Agreement, each party, including each Financial Institution,
shall return to the disclosing party all copies of Confidential Information
received from the other, or shall deliver a certificate signed by an officer of
the party certifying that such Confidential Information has been destroyed.

11.4 Annual Review. Each year upon Bancard's request, or upon the written
request of a Financial Institution, Certegy shall provide to Bancard or the
requesting Financial Institution, a copy of the most recent third party
auditors' review and report on the design and compliance test of Certegy's
processing system.

12.0 Data Transmission. Financial Institution, at its expense, shall be
responsible, and shall bear the risk of loss or damage, for transmission of
information and data ("Data") to and from Certegy's data processing center. In
the case of physical transmission, Financial Institution shall bear the risk of
loss and damage to the point where and until Certegy signs a receipt for the
Data, and in the case of electronic transmission, until Certegy confirms
receipt. Certegy's responsibility for the safekeeping and security of plastics
commences upon the delivery of such plastics to Certegy and terminates upon
delivery of plastics by Certegy to the U.S. mail, courier or freight
representatives designated by Financial Institution.

13.0 Records Inspection. Information and records concerning Bancard or the
Financial Institutions in the possession of Certegy shall be available for
inspection and audit by representatives of Bancard and each of the Financial
Institutions upon presentation of written authorization, upon reasonable notice
and during normal business hours. Information and records in the possession of
Certegy concerning a Financial Institution or a customer of a Financial
Institution, shall be available for inspection and audit by representatives of
such Financial Institution upon presentation of written authorization, upon
reasonable notice and during normal business hours.

14.0 Changes to the Program Services. Should Bancard request a change in any of
the Program Services that would require modification of hardware or software
utilized by Certegy, then Certegy and Bancard agree to negotiate whether and
upon what terms and conditions such modifications shall be provided, if at all.
Certegy reserves the right to make changes to the Program Services so long as
Bancard will continue to be able to meet its obligations to Financial
Institutions and their customers.

15.0 Government Inspection. Certegy shall permit those governmental agencies
which regulate and examine Bancard and the Financial Institutions to examine
Certegy, its books and records, to the same extent as if the Program Services
were being performed by Bancard or the Financial Institutions on its own
premises.

16.0 Insurance.


                                      -14-



16.1 Forms and Limits. Certegy represents that it has the following minimum
limits of insurance coverage currently in effect ("Insurance Coverage") and that
premiums therefor shall be paid when due:



Limits Forms
- ------------
                                     
General Liability - Basic (a)           $   500,000
General Liability - Excess              $15,000,000
Errors and Omissions (b)                $ 5,000,000
EDP Extra Expense (c)                   $ 1,500,000
Employee Dishonesty - Basic (d)         $    50,000
Employee Dishonesty - Excess            $ 5,000,000


Upon Bancard's request, Certegy annually will provide certificates of coverage
evidencing the Insurance Coverage.

16.2 Maintenance of Policies and Endorsements. Certegy agrees to maintain the
Insurance Coverage at no less than the above-stated minimum Limits during the
Renewal Term and any subsequent renewal terms, between Certegy and Bancard.
Certegy shall maintain Endorsements naming Bancard as Loss Payee, as agent for
Financial Institutions, on all Certegy insurance policies which provide coverage
for losses incurred by Financial Institutions resulting from, or arising out of,
employee dishonesty. The Endorsements shall be in a form acceptable to Bancard.

16.3 Involuntary Changes of Coverage. Should the Insurance Coverage, or any
portion thereof, be involuntarily terminated or modified without the consent of
Certegy, Certegy shall replace such terminated or modified portions of the
Insurance Coverage prior to final termination or modification, or as soon
thereafter as commercially possible. In the event of involuntary termination or
modification, Certegy shall notify Bancard immediately, but in no event later
than three (3) days following receipt of notice by the Chief Financial Officer
of Certegy of the termination or modification.

16.4 Premium Expense not a Defense. It is expressly understood and agreed that
premium expense shall not be a valid reason for Certegy's failure to maintain,
renew, replace or selfinsure the Insurance Coverage.

16.5 Consent to Change Coverage. It is expressly understood and agreed that
Certegy may not reduce the Limits below those stated above or discontinue or
terminate the


                                      -15-



Insurance Coverage for any reason without prior notice to, and the express
written consent of, Bancard, which consent shall not be unreasonably withheld.

17.0 Backup Provisions. Certegy will maintain dual Central Processing Units in
its computer data center, will provide off-premises secured storage of data and
program files as required by VISA, MasterCard and applicable state and federal
regulations, and will have available redundant sources of electrical power. In
the event Certegy is prevented from performing its obligations under this
Agreement through no fault of its own, Certegy shall, through its own
facilities, or suppliers of computer equipment, and/or other processors, provide
processing services for the Program Services of a quality of care, priority and
attention equivalent to that available for Certegy's own work and shall provide
such processing services as promptly as is reasonably possible, but in no event
later than twenty-four (24) hours after interruption of Certegy's performance.

18.0 Arbitration.

18.1 Initiation. All disputes between the parties which are to be resolved by
arbitration as provided hereunder, shall be conducted as hereinafter described.
Either party may institute arbitration by giving written notice to the other
party of its intention to arbitrate, which notice shall contain the name of the
arbitrator selected by the party instituting arbitration, the nature of the
controversy, the remedies sought and any other pertinent matter. Within thirty
(30) days after the giving of such notice, the other party may submit to the
initiating party the name of an arbitrator whom it has appointed and may submit
an answering statement. Within ten (10) days thereafter the two arbitrators so
appointed shall in good faith select a neutral third arbitrator; the three
arbitrators so selected shall resolve the controversy. If the two arbitrators
are unable to agree upon a neutral third arbitrator within the ten (10) day
period, the third arbitrator shall be appointed by the American Arbitration
Association in accordance with its then existing commercial arbitration rules.
If the other party shall refuse or neglect to appoint an arbitrator within the
requisite thirty (30) day period, the arbitrator appointed by the initiating
party shall be empowered to proceed to arbitrate and determine the fact or
matter in controversy as the sole arbitrator, and his award in writing shall be
final, conclusive and binding upon the parties. The arbitrators nominated or
appointed hereunder shall not be parties or affiliates of a party, or associated
with, or employed by, or have the status of, supplier of goods or services to a
party or affiliate of a party.

18.2 The Proceedings. Prior to rendering their decision, the arbitrators shall
afford each of the parties an opportunity, both orally and in writing, to
present any relevant evidence and to present arguments in connection with the
matter in arbitration; provided, however, that the formal rules of evidence
applicable to judicial proceedings shall not apply; and further provided, that
any party submitting written materials shall be required to deliver a copy of
the same to the other party concurrently with the delivery thereof to the
arbitrators, and such other party shall have the opportunity to submit a written
reply, a copy of which will be delivered to the other party concurrently with
the delivery thereof to the arbitrators. Oral argument shall take place only at
a hearing before all of the arbitrators at which all parties are afforded a
reasonable opportunity to be present and to be heard.


                                      -16-



Unless the time is extended by a majority of the arbitrators, they shall submit
their determination in writing within sixty (60) days after the third arbitrator
is selected, or if only one arbitrator is acting, within sixty (60) days after
the single arbitrator becomes empowered to act alone.

If there are three arbitrators selected, as provided above, an award in writing
signed by any two of them shall be final, conclusive and binding upon the
parties. Any award made pursuant to arbitration may be entered as a judgment by
any court of competent jurisdiction upon the application of any party to said
arbitration.

18.3 Alternating Venues. If arbitration is required to resolve any disputes
between the parties arising under or out of this Agreement, the proceedings to
resolve the first such dispute shall be held in Tampa, Florida, the proceedings
to resolve the second such dispute shall be held in Washington, D.C., and the
proceedings to resolve any subsequent disputes shall alternate between Tampa,
Florida and Washington, D.C.

18.4 Costs and Legal Fees. Each party shall bear its own costs and expenses of
arbitration, except that the fees, costs and expenses of the arbitrator(s) shall
be equally divided. However, upon application by either party, the arbitrator(s)
may award any or all of the total costs and expenses of arbitration, including
legal fees, to one party or may apportion them between the parties.

19.0 MasterCard/VISA Requirements.

19.1 Use of Trademarks.

19.1.1 Certegy shall not use any of the MasterCard trademarks and/or VISA Card
Program Marks (collectively referred to hereafter as "Marks") unless a Financial
Institution is prominently identified by name and city adjacent to such Marks.
No such material may identify Certegy unless Certegy is prominently identified
as an agent or representative of a Financial Institution.

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

19.1.3 Certegy shall indemnify and hold harmless VISA, Bancard and Financial
Institutions from any liability, loss, damage or expense of any kind including
reasonable attorneys' fees, resulting from any failure by Certegy to comply with
all applicable VISA Bylaws and rules and any regulations, procedures or
guidelines, as amended from time to time, including the requirements of this
section 19.0.

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


                                      -17-



19.3 MasterCard Member Service Provider Requirements.

19.3.1 Certegy agrees to fully comply with all applicable MasterCard Bylaws and
Rules and any operational regulations, procedures or guidelines (collectively
referred to hereafter as "Rules") established from time to time by MasterCard.

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

19.3.3 Certegy will indemnify and hold harmless MasterCard, Bancard and
Financial Institutions from any liability, loss, damage or expense of any kind,
including reasonable attorneys' fees, resulting from any failure by Certegy to
comply with the Rules, as amended from time to time, including the requirements
of this section 19.0.

19.3.4 Certegy shall disclose to Bancard the identity and location of all of its
sales locations and any other MSP or independent party performing part or all of
the services Certegy is contracting with Bancard to provide.

19.3.5 In the event of any inconsistency between any provisions of this section
19.0 and the Rules, the Rules in each instance shall apply.

19.3.6 In addition to the provisions of sections 4.1 and 4.2 above, this
Agreement may be terminated by Bancard in the event of a material breach by
Certegy of the Rules applicable to the Program Services provided by Certegy, and
is terminated automatically in the event of termination of Bancard's applicable
MasterCard license and/or its membership in MasterCard.

19.4 Certegy will provide the Member Bulletins and other materials and services
to Financial Institutions required by VISA (Group Membership) and MasterCard.

20.0 Further Renewal of Agreement.

20.1 Negotiation of Renewal; Notice of Non-renewal. On or before March 31, 2007,
Certegy and Bancard shall commence good faith negotiations with each other
regarding the terms of a renewal of this Agreement. In the event Bancard
determines not to renew this Agreement, Bancard shall provide written notice
thereof to Certegy on or before September 30, 2007. If this Agreement is not
renewed and expires by its own terms, then the applicable provisions of sections
20.2 and 20.3 below shall apply.

20.2 Non-renewal for Failure to Comply with Standards Provisions. If Bancard
does not renew this Agreement because of Certegy's failure to cure a Material
Failure in accordance with the requirements of section 9.0 of this Agreement as
evidenced by Certegy's reports thereon, subject to Bancard's inspection and
audit ("Certegy Failure to Cure"), Certegy agrees that through March 31, 2009,
Certegy, its subsidiaries and affiliates, on their own behalf or as program
administrators for FIBA, shall not, directly or indirectly, engage in Prohibited
Solicitation (as defined in section 4.8 of this Agreement) of Financial
Institutions as customers of Certegy, its subsidiaries,


                                      -18-



affiliates or as members of FIBA, or as customers of any other entity which is a
customer of Certegy, its subsidiaries, affiliates or FIBA, without the prior
written approval of Bancard; provided, however, that nothing herein shall
restrict (i) Certegy's right to do business with entities which are competitors
of Bancard; and (ii) such competitors' rights to solicit Financial Institutions
as customers.

20.3 Non-renewal for Other Reasons. If Bancard does not renew this Agreement
because of reasons other than a Certegy Failure to Cure, then Bancard shall not
enter into a processing agreement with any other company without having first
made an offer to Certegy to enter into an agreement on the same or better terms
and conditions as such other company is offering to Bancard (the "Competitive
Bid"). "Competitive Bid" shall mean each and every provision of the proposed
agreement by the other company. The Competitive Bid shall be given to Certegy in
writing with a copy of the terms and conditions such other company (which shall
be named) is offering; provided, however, that such other company need not be
named if such other company desires, or is obligated under applicable securities
laws and regulations, to keep its identity confidential. Within fifteen (15)
days after receipt of the Competitive Bid from Bancard, Certegy may, at its
option, elect to accept Bancard's offer and enter into an agreement with Bancard
or may offer Bancard other terms and conditions ("Counter-Proposal") than those
contained in the Competitive Bid and, within fifteen (15) days after receipt of
the Counter-Proposal, Bancard may elect to enter into an agreement with Certegy.
If the offer is not accepted by Certegy or if Certegy's Counter- Proposal is not
accepted by Bancard, (i) Bancard may enter into an agreement with such other
company in strict accordance with the Competitive Bid, and (ii) for the twelve
(12) month period following the expiration and nonrenewal of the Agreement,
Certegy, its subsidiaries and affiliates and FIBA, shall not, directly or
indirectly, engage in Prohibited Solicitation (as defined in section 4.8 above)
of Financial Institutions as customers of Certegy, its subsidiaries, affiliates
or FIBA, or as customers of any other entity which is a customer of Certegy, its
subsidiaries, affiliates or FIBA, without the prior written approval of Bancard;
provided, however, that nothing herein shall restrict (i) Certegy's right to do
business with entities which are competitors of Bancard, and (ii) such
competitors' rights to solicit Financial Institutions as customers.

20.4 Non-renewal Letter to Financial Institutions. If this Agreement is not
renewed in accordance with section 20.2 or 20.3 hereof, then within fourteen
(14) days after either (i) the date notice of non-renewal is given by Bancard in
accordance with section 20.2, or (ii) the earlier of the date Certegy notifies
Bancard that it does not accept Bancard's offer or the expiration of the fifteen
(15) day period described in section 20.3, whichever is applicable, Bancard
shall send to each Financial Institution via first class U.S. mail a letter in
the form attached hereto as Exhibit 3.

20.5 No Effect on Other Certegy Services. Notwithstanding the provisions of
sections 4.8, 20.2 and 20.3 or any other provision of this Agreement to the
contrary, a "Prohibited Solicitation" shall not include, and no Certegy company
shall be prohibited from, marketing and providing services other than VISA or
MasterCard credit, debit or merchant processing or related enhancement services.
A "Prohibited Solicitation" also shall not include the E-Banking Services or any
other services provided by Certegy E-Banking.

21.0 Disposal of Records. Upon expiration or earlier termination of this
Agreement, Certegy will dispose of the information and records pertaining to
Bancard, Financial Institutions and


                                      -19-



Financial Institutions' customers in any manner Certegy deems appropriate
consistent with applicable VISA and/or MasterCard and federal government
agencies' regulations, unless Bancard, prior to such expiration or termination,
furnishes to Certegy written instructions for the disposition of such
information and records at Bancard's expense.

22.0 Falcon Services. Certegy is party to an agreement with HNC Software, Inc.
("HNC"), in which Certegy has the right to offer HNC's proprietary transaction
account fraud detection systems, commercially known as FalconTM and Falcon
DebitTM (collectively, "Falcon"). Bancard hereby engages Certegy to provide the
Falcon services ("Falcon Services") to all Financial Institutions receiving the
Credit Card Program Services. Bancard shall require all Financial Institutions
receiving the Credit Card Program Services to utilize Falcon through Certegy in
conjunction with such Services. Financial Institutions receiving the Debit Card
Program Services may also choose to receive the Falcon Services under the terms
of this Agreement.

22.1. Falcon Fees. Bancard shall be responsible for either paying or for each
Financial Institution paying, to Certegy, the fees for the Falcon Services (the
"Falcon Fees").

22.2. Responsibilities of Financial Institutions. As agent for each of the
Financial Institutions, Bancard agrees as follows:

22.2.1 Each Financial Institution shall participate, via Certegy, in HNC's Fraud
Control Consortium (the "Consortium"), a cooperative arrangement among credit
and debit card issuers and HNC that permits HNC to collect and analyze data on
credit and debit card fraud for the sole purpose of identifying fraud trends and
fraudulent behavior. Bancard authorizes Certegy to provide to HNC information in
its possession, and Bancard shall provide to Certegy or arrange for Certegy to
receive, on a monthly basis, information from each Financial Institution
requested from time to time by HNC, for use by HNC to update its fraud detection
algorithms. Bancard understands and agrees that as a member of the Consortium
making contributions of data for use by HNC, as requested by Certegy from time
to time, is a requirement for use of Falcon. All Financial Institution data
provided to the Consortium will be subject to the confidentiality provisions set
forth in sections 11.0 and 22.8 of this Agreement. HNC and/or Certegy may make
modifications and updates to Falcon, from time to time, in their sole
discretion.

22.2.2 Each Financial Institution shall participate in periodic confidential
surveys deemed necessary by Certegy to assess Falcon's performance. Subject to
the confidentiality provisions of this Agreement, Bancard, on behalf of itself
and all participating Financial Institutions, authorizes Certegy to provide to
HNC any Financial Institution information deemed reasonably necessary by Certegy
or HNC in connection with the operation of Falcon.

22.2.3 The parameters for operation of Falcon shall be determined from time to
time by Certegy and HNC, as applicable, in their sole discretion, to attempt to
improve the performance of Falcon. Examples of such parameters include, without
limitation, minimum Falcon scores required to trigger an inquiry, prerequisites
to a card block decision and/or initiation of contact by Certegy with Financial
Institutions or cardholders.


                                      -20-



22.2.4 Bancard and each Financial Institution shall provide Certegy within 30
days of enrollment in Falcon, the names and corresponding valid telephone
numbers for all of its cardholders, and authorize Certegy to contact those
cardholders at any time for the purpose of confirming card transactions. On
behalf of all such Financial Institutions, Bancard acknowledges that neither it,
nor Certegy, will be able to contact Financial Institution's cardholders without
valid telephone numbers, and each Financial Institution must use its best
efforts to obtain and maintain the current telephone number on all of the files
for all of its cardholders, upon request, and to assist Certegy in contacting
cardholders. Bancard authorizes Certegy to contact Financial Institution
cardholders as may be deemed necessary by Certegy in connection with the
operation of Falcon, as well as to block transactions on cards at any time,
regardless of whether Certegy has been able to communicate with the cardholder
or Financial Institution prior to such block, all as contemplated by the then
current Falcon operating procedures. However, while Certegy will use due care
and commercially reasonable efforts in performing those functions, it does not
guarantee that it will always take those actions and shall not be deemed
responsible for failing to take those actions.

Accordingly, Bancard shall arrange for each Financial Institution to always
monitor its Falcon service reports to determine, as the final decision maker,
whether Financial Institution should contact the cardholder and/or block the
account.

22.2.5 Bancard and each Financial Institution shall comply with the requirements
of this section and the current Falcon operating procedures, and as they may be
from time to time amended.

22.3 Certegy's Responsibilities.

22.3.1 Certegy shall arrange for each Financial Institution to have access to
the Falcon Services in connection with provision of the Program Services as
provided herein. Certegy shall provide to Bancard and each Financial Institution
its then-current copy of the Falcon operating procedures which shall include,
but not be limited to: (i) the then- current description of Falcon; (ii) the
operating hours of Certegy's customer service center for Falcon-related
questions; and (iii) procedures for Financial Institutions to utilize the Falcon
service.

22.3.2 Within approximately 15 days following each Financial Institution's
enrollment, Certegy will commence building that Financial Institution's
individual profile for each "Open Account". The profiling period will take
approximately 60 to 90 days (the "Profiling Period"). Upon completion of the
Profiling Period, Certegy will provide Bancard and the Financial Institution
with notice of the date that Falcon will become operational for that Financial
Institution (for each Financial Institution separately, the "Activation Date").
During the profiling period for each financial institution, prior to the
Activation Date, potential fraudulent activity will not be routed to Certegy's
fraud analysts for review. Potential fraudulent activity from financial
institution's cardholders will be reviewed by Certegy only after the Activation
Date for that financial institution.

22.3.3 Certegy shall maintain a customer service center to respond to telephone
calls from Bancard and Financial Institutions regarding the Falcon service.


                                      -21-



22.3.4 Upon receipt of a Falcon scored transaction that is deemed by Certegy, in
its sole discretion, as being questionable under Falcon, Certegy will twice
attempt to contact the applicable Financial Institution's cardholder within a 24
hour period, as well as block transactions on a card at any time, regardless of
whether Certegy has been able to communicate with the cardholder or Financial
Institution prior to such block, as contemplated by the then current Falcon
operating procedures and subject to subsection 22.4 of this Agreement.

22.4. Disclaimer of Liability. Neither Certegy, HNC nor Bancard shall be
responsible for any losses, damages, or liabilities of any kind or nature,
whether in contract, tort (including negligence), strict liability or under any
other theory, incurred by Financial Institutions, their agents, or any
cardholders, caused by failures, inaccuracies or errors in Falcon's operation,
failure of Falcon to detect fraudulent transactions or other claims associated
with Falcon or the functions and services provided by Certegy, Bancard, or HNC
with respect to the Falcon Services.

In no event shall Certegy, Bancard, or HNC be liable for indirect, special,
incidental, or consequential damages including, but not limited to, lost profits
incurred by Financial Institutions, their agents, or any cardholders in
connection with the Falcon Services. Financial Institutions shall indemnify and
hold Certegy, Bancard and HNC harmless from any liability of any kind or nature,
fees (including reasonable attorneys' fees) and expenses resulting, directly or
indirectly, from any claim by Financial Institution cardholders based upon the
use of Falcon Services. Certegy, for itself and on behalf of Bancard and HNC,
disclaims all warranties with respect to the Falcon Services provided pursuant
to this section, both express and implied including, but not limited to, any
implied warranty of merchantability and warranty of fitness for a particular
purpose.

The Falcon Services are provided "as is" with no warranties or representations
by any party.

22.5. Ownership of Computer Programs and Related Documentation; Disposal of
Records. All computer programs and related documentation used or supplied by
Certegy and/or HNC to provide Bancard and Financial Institutions with access to
Falcon are subject to the proprietary rights of Certegy and HNC respectively, as
well as the confidentiality provisions of this Agreement. This section shall in
no way be construed to grant any right, license or authorization to Bancard or
to any Financial Institution to use the computer programs and/or related
documentation used or supplied by Certegy or HNC for any purpose except as
permitted herein.

22.7 Trademark Usage. Bancard, on its own behalf and as agent for each Financial
Institution, shall not utilize trademarks of either Certegy or HNC (the "Marks")
without first receiving Certegy's prior written consent and identifying the Mark
as owned by Certegy or HNC, as applicable. HNC's Marks include, without
limitation, FalconTM, Falcon Debit TM, Falcon Expert Reason TM, ReporterTM and
DeployNetTM. Bancard's and Financial Institution's use of the Marks shall be in
accordance with Certegy's and HNC's trademark usage policies in effect from time
to time, as applicable. Nothing contained herein shall give Bancard or any
Financial Institution any interest in any Marks.

22.8 Confidentiality of Falcon. Bancard, on behalf of itself and all Financial
Institutions, and Certegy, each agrees to hold in strictest confidence any
information and material which is related to the other party's business,
software systems or information and material which is designated as proprietary
and confidential herein or otherwise, by any party in connection with the


                                      -22-



Falcon Services. Such information shall be treated as Confidential Information.
Neither party nor any Financial Institution shall use such Confidential
Information of the other party other than for the specific purposes of the
Falcon Service. Confidential Information shall also include information obtained
by HNC directly from each Financial Institution, pursuant to Financial
Institution's participation in the Consortium, through Bancard, or otherwise.
Each party's obligations of confidentiality under this section shall survive the
expiration or earlier termination of this Agreement. Without limiting the
generality of the foregoing, Certegy and Bancard, for itself and each Financial
Institution, agree:

(a) Not to disclose or permit any other person or entity access to any
Confidential Information, except that such disclosure or access shall be
permitted to any employee, agent, representative or independent contractor of
such party requiring access to the same in the course of his or her employment
or services to the extent reasonably required to carry out the purposes of the
Falcon Service;

(b) To ensure that its employees, agents, representatives, and independent
contractors who are given access to any Confidential Information of the other
party are advised of the confidential nature of such information and are
precluded from taking any action prohibited under section 11.0 herein;

(c) Not to alter or remove any identification, copyright or proprietary rights
notice which indicates the ownership of any part of any Confidential Information
of another party;

(d) To notify the other party promptly and in writing of the circumstances
surrounding any possession, use or knowledge of any Confidential Information of
the other party by any person or entity other than those authorized by this
Agreement; and For purposes of this section 22.8 only, the term "Certegy" shall
include both Certegy and HNC. Certegy represents and warrants to Bancard that,
by the terms of its agreement with HNC, HNC is subject to the confidentiality
obligations set forth in this section 22.8.

22.9. Use of Falcon; Termination of Falcon Use. Bancard shall require each
credit card issuing Financial Institution to use Falcon during the Renewal
Term(s) of this Agreement. Certegy may terminate the Falcon Services and
Financial Institutions' use of Falcon if Certegy's agreement with HNC is
terminated for any reason, by providing written notice to Bancard and each
Financial Institution utilizing Falcon under this Agreement. In such event,
Certegy will use its best efforts to replace the Falcon Services with another
provider on terms and conditions satisfactory to Bancard.

23.0 Special Programming.

23.1 During the Renewal Term, Certegy shall make programming time available to
Bancard, at a maximum rate of 1,500 hours per year, cumulative to a maximum of
4,000 hours, to implement additional system features and functions (the
"Modifications") to the Program Services


                                      -23-



provided by Certegy to Financial Institutions. Certegy's duties under this
section shall terminate in the event Bancard provides notice of nonrenewal
pursuant to section 20.1.

23.2 Within 30 days after receiving written notice from Bancard requesting a
Modification (the "Modification Request"), Certegy will provide written notice
to Bancard regarding whether or not the Modification can be made. Any
Modification Request should include a written description of the proposed
Modification.

23.3 Certegy expressly reserves the right to assign any Modification for
completion to the appropriate skill required.

23.4 No right, title, license or other interest is conveyed to Bancard as a
result of or in the Modifications. The exclusive right of ownership, including
industrial ownership and literary and artistic ownership, relating to the
Certegy system and any Modification is, and shall remain, the exclusive property
of Certegy. To the extent that Bancard may, under applicable law, be entitled to
claim an ownership interest in the Modifications, Bancard assigns, transfers,
grants, conveys, and relinquishes exclusively to Certegy, without the necessity
of further consideration, all of its right, title and interest in the
Modifications.

24.0 Users Group Meetings. Certegy will support and help fund up to five (5)
state/regional Bancard Users group meetings each calendar year. This includes
Certegy's commitment to the current number of sessions and includes the cost of
the meeting rooms, meals, AV equipment and other hotel expenses. Certegy will
continue to host the Merchant Focus Group and the Bankers Banks meetings in St.
Petersburg and reimburse for one person per institution for two nights of hotel
expense. Certegy will continue to supply trainers for the seminars and will
provide a Relations representative when available or when there are at least 15
Financial Institutions in attendance.

25.0 Financial Institution Benefit Association. Bancard agrees that it shall
sign a Financial Institution Benefit Association, Inc. ("FIBA") Membership
Agreement in the form attached hereto as Exhibit 3, on behalf of itself and the
Financial Institutions. Bancard agrees to require that each Financial
Institution be bound by the terms of the FIBA Membership Agreement and that each
shall be a Sponsoring Member of FIBA as that term is defined in the FIBA
Membership Agreement. Each Financial Institution, as a Sponsoring Member of
FIBA, can make available to its customers any of the benefits of FIBA membership
by signing individual FIBA Riders to the FIBA Membership Agreement.

26.0 Legal Compliance and Indemnification.

26.1 Sample Forms. As a convenience to Bancard and the Financial Institutions
which issue VISA or MasterCard credit cards, Certegy shall provide to Bancard
for the Financial Institutions samples of (i) applicable terms and conditions of
credit card issuance and use; and (ii) required federal Truth-In-Lending
disclosures. All sample forms are provided with no express or implied
representation or warranty as to their compliance with applicable state or
federal law or


                                      -24-



appropriateness for use by Financial Institutions, and Financial Institutions
shall have the responsibility for overall approval of such materials.

26.2 Financial Institution Responsibility. Bancard will require that each
Financial Institution is responsible for its compliance with all laws, rules and
regulations applicable to their performance of operations of its VISA and/or
MasterCard program including, without limitation, usury laws, the
Truth-In-Lending, Fair Credit Billing, Fair Credit Reporting, Equal Credit
Opportunity, and Electronic Funds Transfer Acts, and all rules and regulations
promulgated thereunder, and all applicable state laws and regulations. Each
party shall cooperate and shall use its best efforts to facilitate Financial
Institutions' compliance.

26.3 Indemnification by Bancard. Bancard agrees to defend, indemnify and hold
harmless Certegy, its affiliates, subsidiaries, successors and assigns, and its
and their stockholders, officers, directors, employees and agents, and to
require all Financial Institutions to defend, indemnify and hold Certegy
harmless from and against all liabilities, claims, damages, losses or expenses,
including attorneys' fees, which arise out of, or in connection with, any
failure of Bancard or the Financial Institutions, as the case may be, to comply
with all applicable laws, rules and regulations including, without limitation,
all disclosures and other requirements under the federal Truth-In-Lending Act,
which indemnity shall be effective regardless of whether a Financial Institution
uses any forms or other materials supplied by Certegy; provided, however, that
Bancard and the Financial Institutions shall have no liability for negligent
acts or omissions by Certegy, its employees, agents or representatives.

26.4 Indemnification by Financial Institution. Bancard shall require each
Financial Institution to defend, indemnify and hold both Bancard and Certegy
harmless from and against any and all liabilities, claims, damages, losses or
expenses, including attorneys' fees, which arise out of or in connection with,
the transfer of any data or the performance of any vendor, as contemplated by
section 3.2 of this Agreement. Notwithstanding anything to the contrary in this
section 26.0, each Financial Institution shall be solely responsible for
providing any and all required debit card disclosures and forms to its
customers. Each Financial Institution shall be solely responsible for compliance
with all applicable laws, rules, and regulations applicable to all aspects of
the operations of its VISA debit card programs, regardless of whether Financial
Institution uses any forms or other materials supplied by Certegy.

26.5 Indemnification by Certegy. Certegy agrees to defend, indemnify and hold
harmless Bancard, its affiliates, subsidiaries, successors and assigns and its
and their stockholders, officers, directors, employees and agents from and
against all liabilities, claims, damages, losses, expenses and fees, including
attorneys' fees, which arise out of or in connection with any failure of Certegy
to comply with all laws, rules and regulations applicable to it pursuant to the
provisions of this Agreement or the standards established by Visa and
MasterCard, including the transfer of data as contemplated by section 3.2 of
this Agreement.

26.6 Limitation on Indemnities. Indemnities under this section 26.0 shall be in
addition to any right of indemnification or other rights or remedies which any
party may otherwise have under this Agreement or applicable law.


                                      -25-



27.0 Limitations on Damages. In any action by one of the parties against the
other arising from performance, or the failure of performance, or in connection
with the indemnity provisions of this Agreement, damages, liabilities, costs,
losses, expenses, claims and fees will be limited to direct money damages,
losses, expenses, costs, fees, including attorneys' fees, and statutory
penalties, if any imposed, in an amount not to exceed such amount actually
incurred by the party. In no case will one party be responsible to another for
special, incidental, consequential or exemplary damages, except as a result of a
willful breach of this Agreement.

28.0 Distribution to Financial Institutions. Within thirty (30) days after the
execution of this Agreement by both parties, Bancard shall distribute copies of
this Agreement to all Financial Institutions by certified mail or by courier,
and shall obtain a receipt for each delivery, and shall advise each that (a)
this Agreement supersedes the 1994 Renewal Agreement, as amended, (b) each of
them is bound by the relevant provisions of this Agreement in accordance with
section 2 of their Financial Services Agreement with Bancard, and (c) the term
of their Financial Services Agreement remains concurrent with the Renewal Term.

29.0 Agent Bank Agreements. Bancard shall require each Financial Institution
that enters into agreements with other financial institutions ("Agent Banks")
whereby, among other things, the Agent Bank shall agree to (a) make Financial
Institution's VISA and/or MasterCard card available to its customers and/or (b)
enroll merchants in Financial Institution's merchant program, to be a party to a
written agreement with Bancard ("Agent Bank Agreement"). Bancard shall require
that each Agent Bank be a party to an Agent Bank Agreement. The Agent Bank
Agreement shall require that the Financial Institution obtain the signature of
each Agent Bank as a party to that Agreement prior to commencement of services
to that Agent Bank. The Agent Bank Agreement also shall provide that the
Financial Institution is, and shall remain, fully responsible for the selection,
monitoring and financial responsibility of the Agent Banks and for their
compliance with the terms of the Financial Services Agreement and this
Agreement, as applicable, in the same manner and to the same extent as Financial
Institution. The Agent Bank Agreement also shall contain the agreement of each
Agent Bank that shall enroll merchants in Financial Institution's merchant
program to indemnify and hold harmless Certegy [under language comparable to
that in section 8.4 above] with respect to Sales Drafts which arise from
transactions from merchants enrolled by Agent Bank in Financial Institution's
merchant program.

30.0 Guarantees of Certegy Inc. The Guarantee and Indemnity of Certegy Inc.,
currently in effect, which guarantees the full and faithful performance by
Certegy of all its obligations under the 1994 Renewal Service Agreement which
result from, or arise out of, employee dishonesty, and indemnifies Bancard and
Financial Institutions against liability, loss or damage resulting therefrom,
shall remain in full force and effect in accordance with its terms.

31.0 No Waiver. No action taken pursuant to this Agreement by either party shall
be deemed to constitute a waiver of compliance with any representation,
warranty, covenant, obligation or agreement contained in this Agreement, and
shall not operate or be construed as a waiver of any subsequent breach, whether
of a similar or dissimilar nature.


                                      -26-



32.0 Force Majeure. In the event Certegy is unable to timely perform its
obligations hereunder due to causes that are beyond its control, including
without limitation, strikes, riots, earthquakes, epidemics, war, fire, or any
other catastrophe rendering its data processing center wholly or partially
inoperable, Certegy shall not be liable for any loss or damage which results to
Bancard, Financial Institutions or their customers.

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

34.0 Entire Agreement; Construction. This Agreement constitutes the entire
understanding and agreement of the parties with respect to the subject matter of
this Agreement, and any and all other prior agreements, understandings, or
representations are hereby terminated and cancelled in their entirety and are of
no further force and effect. This Agreement shall not be construed more strongly
against either party regardless of which is more responsible for its
preparation.

35.0 Modification or Amendments. Except as otherwise provided for herein, no
amendment or modification of this Agreement shall be valid unless in writing and
signed by all of the parties hereto.

36.0 Assignment. Bancard may freely assign its rights and obligations hereunder
to any organization which is majority owned directly or indirectly by the
Independent Community Bankers of America. Upon any such intended assignment,
Bancard shall provide Certegy with advance notice. In no event shall such an
assignment or transfer be deemed a termination for purposes of section 4.0
hereof. Otherwise, neither Certegy nor Bancard may assign its rights or
obligations hereunder without the prior written consent of the other, which
consent shall not be unreasonably withheld. Any unauthorized assignment shall be
void.

37.0 Notices. Any and all notices, demands or other communications required or
desired to be given hereunder by any party shall be in writing and shall be
validly given or made to another party if served either personally or if
deposited in the United States mail, certified or registered, postage prepaid,
return receipt requested. If such notice, demand or other communication be
served personally, service shall be conclusively deemed made at the time of such
personal service. If such notice, demand or other communication be given by
mail, such shall be conclusively deemed given forty-eight (48) hours after the
deposit thereof in the United States mail addressed to the party to whom such
notice, demand, or other communication is to be given as hereinafter set forth:

To Certegy: Certegy Card Services, Inc.
11720 Amberpark Drive
Alpharetta, GA 30004
Attention: Lee A. Kennedy
President and CEO


                                      -27-



With a Copy To:
To Bancard:
With a Copy To:

38.0. Attorneys' Fees. In the event any action be instituted by a party to
enforce any of the terms and provisions contained herein, the prevailing party
in such action shall be entitled to such reasonable attorneys' fees, costs and
expenses as may be fixed by the Court.

39.0. Captions. The section captions in this Agreement are for convenience only
and shall not bear on the interpretation of the terms of this Agreement. IN
WITNESS WHEREOF, the parties hereto have executed this 2003 Renewal Service
Agreement as of the Effective Date.

ICBA BANCARD, INC.,
a Delaware corporation


By: /s/ Linda F. Echard
    ---------------------------------
    Linda F. Echard,
    President and CEO
    Certegy Law Department

11601 Roosevelt Blvd. TA-41
St. Petersburg, FL 33716-2202
Attention: Norman E. Gamble

ICBA Bancard, Inc.
Suite 400
2107 Wilson Boulevard
Arlington, VA 22201
Attention: Linda F. Echard
President

Powell, Goldstein, Frazer & Murphy LLP
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Attention: Leonard J. Rubin, Esq.

CERTEGY CARD SERVICES, INC.,
a Florida corporation


By: /s/ Lee Kennedy
    ---------------------------------
    Lee A. Kennedy,
    President and CEO


                                      -28-


                           CERTEGY CARD SERVICES, INC.

                               ICBA BANCARD, INC.

                         2003 RENEWAL SERVICE AGREEMENT

                                    EXHIBIT 1

                                SCHEDULE LISTING

                                                                  (CERTEGY LOGO)



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 1
                                SCHEDULE LISTING

Schedule A   Full Service Credit Card Services and Fees

Schedule B   Services and Fees for Self-Administered Credit Card Programs

Schedule C   Price List For Direct Processing Merchant Services

Schedule E   Signature Based Debit Card and In-House/Pass-Through Credit Card
             Services and Fees

Schedule F   Debit Card including PIN and ATM Services and Fees

Schedule G   Commercial Card Processing Services and Fees

Schedule I   Terms and Fees for Certegy E-Banking Software and Services

Schedule J   Price List for Stored Value Card Processing Services

Schedule K   Service and Fees for Full Service BASE2000 Credit Card Processing

Schedule L   Services and Fees for Self-Administered BASE2000 Credit Card
             Programs

Exhibit 1



                           CERTEGY CARD SERVICES, INC.

                               ICBA BANCARD, INC.

                                   SCHEDULE A

                   FULL SERVICE CREDIT CARD SERVICES AND FEES

                            EFFECTIVE JANUARY 1, 2004

                                                                  (CERTEGY LOGO)



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE A
                   FULL SERVICE CREDIT CARD SERVICES AND FEES
                            EFFECTIVE JANUARY 1, 2004

1.   PLASTICS

     1.1  EMBOSSING. (excluding plastic and postage/delivery) Includes:

          a.   Embossing and encoding of plastic

          b.   Card Carrier

          c.   Envelope

          d.   Inserting of plastic

          e.   Inserts with card carriers

               -    One time set-up fee                                      [*]

               -    One time additional set-up fee per card type             [*]

               -    Insert set-up fee (daily per set-up)                     [*]

               -    Per insert                                               [*]

     [*]

     1.2  PIN GENERATION-REGULAR. (excluding postage/delivery) includes:

          a.   Generation of Personal Identification Number ("PIN")          [*]

          b.   PIN Mailer                                                    [*]

     1.3  IVR PIN CUSTOMIZATION. Includes IVR call:                          [*]

     1.4  RETURNED PLASTICS. (excluding postage/delivery) This fee applies
          when plastic is returned to Certegy. Includes:                     [*]

          a.   Handling of return mail                                       [*]

          b.   Sending mailer, plastic and returned envelope to Financial
               Institution via certified mail.                               [*]

     1.5  SPECIAL REQUESTS. (excluding plastics and postage/delivery)
          Includes:                                                          [*]

          a.   All items listed under "Embossing"

          b.   Receipt and handling of request

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

     1.6  CARD ACTIVATION. (Optional Service)

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

          [*]


Schedule A                                                           Page 1 of 8



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE A
                   FULL SERVICE CREDIT CARD SERVICES AND FEES
                            EFFECTIVE JANUARY 1, 2004

2.   MASTER FILE MAINTENANCE.

     2.1  NEW ACCOUNTS. Includes:

          a.   On-Line data capture of all new account information           [*]

          b.   CardSource(R) data capture and downloading of all new account
               information to permanent file                                 [*]

     2.2  FILE CHANGES.

          a.   On-line data capture of all changes to the cardholder
               accounts                                                      [*]

          b.   CardSource(R) data capture and down-loading of all file changes
               to permanent file                                             [*]

     2.3  RECORD RETENTION. Computer storage during all or any portion of a
          month of each credit card account issued by Financial Institution
          (including charged-off accounts) that appear on Financial
          Institution's master file maintained by Certegy, as well as the
          capturing of all transactions                                      [*]

          [*]

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

          a.   All items under "file changes"

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

          c.   Temporary credit increases

3.   CUSTOMER SERVICE.

     3.1  TOLL-FREE CUSTOMER SERVICE ACCESS. (Optional Service) Providers for
          printing of toll-free phone number on Financial Institution's
          statement and access to customer service via toll-fee phone number.
          This fee applies to ad accounts on file.                           [*]

     3.2  HIGH-VOLUME CARD CUSTOMER SERVICE FEE. (Optional Service)          [*]

          This fee will apply to any card program targeted to a customer
          segment that generates a high volume of customer service calls,
          (i.e. secured cards, sub-prime or any high fee/low credit line
          program)                                                           [*]

     3.3  PREMIUM CUSTOMER SERVICE.                                          [*]

     3.4  VIP CUSTOMER SERVICE.                                              [*]

Schedule A                                                           Page 2 of 8



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE A
                   FULL SERVICE CREDIT CARD SERVICES AND FEES
                            EFFECTIVE JANUARY 1, 2004

     [*]

4.   COMPUTER PRINTOUTS.

     4.1  NOTICES. Includes:                                                 [*]

          a.   Printing of Notice, including post mailers

          b.   All forms

     4.2  REPORTS - PAPER. (Per month per Financial Institution BIN/ICA)
          Includes Cardholder Package.                                       [*]

5.   CREDIT CARD AUTHORIZATION FEE. Applies to each authorization request.   [*]

6.   TRANSACTION POSTING FEE.

     a.   Certegy provides customer service functions.

     b.   Charge applicable to sales purchases, returns, cash advances and
          payments (including lockbox services).

          [*]

7.   PAYMENTS. Includes ACH & remote entry payment only; all other payments
     processed by Certegy are billed under the transaction posting fee. Certegy
     manages ACH files, rejected items, processing and posting of payments.  [*]

8.   PREMIER STATEMENT PREPARATION. Includes:

     a.   Preparation of cardholder statements monthly

     b.   All forms and envelopes for statements

     c.   Inserting and handling of statements

     d.   Customization fee (including addition of logo's)                   [*]

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

10.  MESSAGES FOR STATEMENTS. (per Financial Institution) Includes:

     a.   Automatic messages (all Financial Institutions)                    [*]

     b.   Customized messages                                                [*]

- ----------
*    All prices effective January 1, 2004, except: 1) those not changed and 2)
     those that become effective September 1, 2002, which are indicated by a
     (#).

Schedule A                                                           Page 3 of 8


                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE A
                   FULL SERVICE CREDIT CARD SERVICES AND FEES
                            EFFECTIVE JANUARY 1, 2004

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

12.  AUDIT CONFIRMATIONS. (excluding postage) Includes:                      [*]

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

     b.   Per account confirmation                                           [*]

*    Per Financial Institution per audit request                             [*]

13.  STANDARD TAPE AND NAME/ADDRESS LABELS.                                  [*]

14.  CREDIT BUREAU REPORTING. (Per month per Financial Institution per       [*]
     Credit Bureau) Includes creating tape and forwarding to the Credit
     Bureau designated by Financial Institution.

15.  SPECIAL-SERVICES.                                                       [*]

16.  [*]                                                                     [*]

17.  [*]                                                                     [*]

18.  [*]                                                                     [*]

19.  ONE-TIME ON-LINE TERMINAL AND COMMUNICATIONS SET-UP FEE.                [*]

20.  ON-SITE INSTITUTION TRAINING. (at customer's request)                   [*]

21.  SEMINARS. Seminars provided from time to time on a variety of card      [*]
     processing subjects.

22.  ASSOCIATION MANAGEMENT FEES. This fee will apply to each incoming and   [*]
     local-to-local sales purchase, return, and cash advance.

23.  CARDSOURCE(R) MAINTENANCE FEE. Includes:                                [*]

     a.   On-going software maintenance

     b.   New software releases

     c.   Daily customer support

- ----------
*    All prices effective January 1, 2004 except: 1) those not changed and 2)
     those that became effective September 1, 2002, which are indicated by a *.
     Schedule A*

Schedule A                                                           Page 4 of 8



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE A
                   FULL SERVICE CREDIT CARD SERVICES AND FEES
                            EFFECTIVE JANUARY 1, 2004

24.  CARDSOURCE(R) COLLECTIONS MODULE.

     a.   One time set-up fee                                                [*]

     b.   Monthly maintenance fee                                            [*]

25.  ON-LINE COLLECTION SYSTEM.

     25.1 MONTHLY SERVICE CHARGE. Provides interface with Collection         [*]
          Management System

     25.2 RECORD RETENTION. Per account per month fee on the Collection      [*]
          Management System (Financial Institution parameter driven)

     25.3 PER ACCOUNT ACCESS FEE. Per inquiry into the On-line Collection    [*]
          system.

26.  ONLINE COLLECTION SYSTEM LETTERS. (excluding postage/delivery)          [*]
     Includes:

     a.   Standard Letter Services

     b.   Customer Letter Services

     c.   Printing of Letters

     d.   All Forms

27.  INTERFACE TO THIRD PARTY PROCESSORS. Providing a daily transmission of
     cardholder data to the Financial Institution or the Financial Institution's
     authorized processor.

     27.1 SIGN-UP FEE.

          a.   Direct Connection to Certegy                                  [*]

          b.   Connection through processor                                  [*]

     27.2 MONTHLY MAINTENANCE FEE.                                           [*]

          a.   Direct Connection to Certegy                                  [*]

          b.   Connection through processor                                  [*]

     27.3 TRANSACTION FEE. Assessed on each posted transaction.

          [*]


Schedule A                                                           Page 5 of 8



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE A
                   FULL SERVICE CREDIT CARD SERVICES AND FEES
                            EFFECTIVE JANUARY 1, 2004

28.  MYCARDSTATETMENT.COM (Optional Service)

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

     [*]

     [*]

29.  VERIFIED BY VISA AND/OR MASTERCARD SECURECODE.

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

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

     b.   MasterCard issuer credit program fee                               [*]

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

     d.   Authentication request (per request)                               [*]

30.  READI REVIEW. SM (Optional Service)

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

31.  E-REPORTS.

     [*]

32.  MANUALS/CD-ROM.

     Annual Subscription                                                     [*]


Schedule A                                                           Page 6 of 8



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE A
                   FULL SERVICE CREDIT CARD SERVICES AND FEES
                            EFFECTIVE JANUARY 1, 2004

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

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

     [*]                                                                     [*]

34.  FRAME RELAY.

35.  PASS THROUGH FEE ITEMS. (Note: Pass Through Fee Items are not included in
     monthly minimum totals) All fees and fee increases incurred by Certegy for
     the items listed below shall be passed on to Institution.

     35.1 COMPUTER REPORTS - MICRO FICHE. Includes:

          a.   Cardholder Package, per month per financial institution       [*]
               BIN/ICA

          b.   Business Card Package, per month per Financial Institution    [*]
               BIN/ICA

     35.2 COURIER. Includes:                                                 [*]

          a.   All cost of courier for delivery of media or reports to and   [*]
               from Financial Institution.

          b.   If U.S. mail is used, all postage costs are borne by          [*]
               Financial Institution.

     35.3 POSTAGE. Includes all first class postage associated with mailing  [*]
          of plastics, statements, notices or other mailings requested by
          Financial Institution.

     35.4 POSTAGE PRE-SORT REBATE. (Qualifying Items)                        [*]

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

     35.5 ELECTRONIC WARNING BULLETIN LISTINGS. Includes:                    [*]

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

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

     35.6 RETRIEVALS FROM MASTERCARD OR VISA OR LOCAL TO LOCAL.

          Both MasterCard and VISA rules require the processor to provide
          copies of original and microfilmed transactions. The cost of
          producing the copies is covered by a fee schedule. Certegy's fees
          for performing those tasks will be in conformity with the
          currently published schedule. Currently,



              Original   Copy   Electronic/Facsimile
              --------   ----   --------------------
                       
VISA             [*]      [*]            [*]
Master Card      [*]      [*]            [*]


     35.7 OTHER MASTERCARD AND VISA FEES, ASSESSMENTS AND OTHER SERVICES.

          Financial Institution shall be responsible for all MasterCard and VISA
          fees, dues and assessments related to the cardholder service provided
          to the card-issuing members (e.g., "Please Call" fees).

     35.8 CARDSOURCE(R) MONTHLY TRANSMISSION COSTS. Includes receiving and
          transmitting data, per transaction.                                [*]


Schedule A                                                           Page 7 of 8



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE A
                   FULL SERVICE CREDIT CARD SERVICES AND FEES
                            EFFECTIVE JANUARY 1, 2004

     35.9 ULTRAGRAPHICS LOGO SETUP FEE FOR PLASTIC EMBOSSING.

          a.   Camera Ready Artwork                                          [*]

          b.   Non-camera ready artwork                                      [*]


Schedule A                                                           Page 8 of 8



                           CERTEGY CARD SERVICES, INC.

                                  ICBA BANCARD

                         2003 RENEWAL SERVICE AGREEMENT

                                   SCHEDULE B

          SERVICES AND FEES FOR SELF-ADMINISTERED CREDIT CARD PROGRAMS

                            EFFECTIVE JANUARY 1, 2004

                                                                  (CERTEGY LOGO)



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE B
          SERVICES AND FEES FOR SELF-ADMINISTERED CREDIT CARD PROGRAMS
                            EFFECTIVE JANUARY 1, 2004

1.   PLASTICS.

     1.1  EMBOSSING. (excluding plastic and postage/delivery) Includes:      [*]

          a.   Embossing and encoding of plastic                             [*]

          b.   Card Carrier                                                  [*]

          c.   Envelope                                                      [*]

          d.   Inserting                                                     [*]

     1.2  PIN GENERATION - REGULAR. (excluding postage/delivery) Includes:   [*]

          a.   Generation of Personal Identification Number ("PIN")          [*]

          b.   PIN Mailer                                                    [*]

     1.3  PIN GENERATION - USER SELECT. (excluding postage/delivery)
          Includes:

          a.   PIN Mailer                                                    [*]

          b.   File Update                                                   [*]

     1.4  SPECIAL REQUESTS. (excluding plastics and postage/delivery)
          Includes:

          a.   All items listed under "Embossing."                           [*]

          b.   Receipt and handling of request.                              [*]

          c.   "Walk-Through" of plastic to insure 24 hour turnaround on
               normal business days                                          [*]

     1.5  CARD ACTIVATION. (Optional Service)

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

          [*]

2.   MASTER FILE MAINTENANCE.

     2.1  NEW ACCOUNTS. Includes:

          a.   Off-Line                                                      [*]

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

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

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


Schedule B                                                           Page 1 of 8


                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE B
          SERVICES AND FEES FOR SELF-ADMINISTERED CREDIT CARD PROGRAMS
                            EFFECTIVE JANUARY 1, 2004

6.   PAYMENTS.                                                               [*]

     Includes ACH & remote entry payment only; all other payments processed
     by Certegy are billed under the transaction posting fee. Certegy
     manages ACH files, rejected items, processing and posting of payments.

7.   STATEMENT PREPARATION. Includes:                                        [*]

     a.   Preparation of cardholder statements monthly

     b.   All forms and envelopes for statements

     c.   Inserting and handling statements

8.   SPECIAL STUFFERS FOR STATEMENTS.                                        [*]

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

9.   MESSAGES FOR STATEMENTS. (per Financial Institution) Includes:

     a.   Automatic messages (all Financial Institutions)                    [*]

     b.   Customized messages                                                [*]

10.  LOST/STOLEN CARD STATUSING.                                             [*]

     Includes Certegy taking call and statusing account

11.  AUDIT CONFIRMATIONS. (excluding postage) Includes:

     a.   Preparing and mailing audit confirmations upon written request
          (Per Financial Institution per audit request.)                     [*]

     b.   Per account confirmation                                           [*]

12.  STANDARD TAPE AND NAME/ADDRESS LABELS.                                  [*]

13.  CREDIT BUREAU REPORTING. (Per month per Financial Institution per
     Credit Bureau) Includes creating tape and forwarding to the Credit
     Bureau designated by Financial Institution                              [*]

14.  SPECIAL SERVICES.                                         Quoted Separately

15.  [*]

16.  [*]

17.  [*]


Schedule B                                                           Page 3 of 8



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE B
          SERVICES AND FEES FOR SELF-ADMINISTERED CREDIT CARD PROGRAMS
                            EFFECTIVE JANUARY 1, 2004

18.  ONE-TIME ON-LINE TERMINAL AND COMMUNICATION SET-UP FEE.                 [*]

19.  ON-SITE INSTITUTION TRAINING. (at customer's request)                   [*]

20.  SEMINARS.                                                               [*]

     Seminars provided from time to time on a variety of card processing
     subjects.                                                               [*]

21.  ON-LINE COLLECTION SYSTEM.                                              [*]

     21.1 MONTHLY SERVICE CHARGE. Provides interface with Collection
          Management System.                                                 [*]

     21.2 RECORD RETENTION. Per account per month fee on the Collection
          Management System (Financial Institution parameter driven)         [*]

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

22.  ON-LINE COLLECTION SYSTEM LETTERS. Includes:                            [*]

     a.   Standard Letter Services

     b.   Customer Letter Services

     c.   Printing of Letters

     d.   All Forms

23.  INTERFACE TO THIRD PARTY PROCESSORS. Providing a daily transmission of
     cardholder data to the Financial Institution or the Financial
     Institution's authorized processor.

     23.1 SIGN-UP FEE.

          a.   Direct Connection to Certegy                                  [*]

          b.   Connection through processor                                  [*]

     23.2 MONTHLY MAINTENANCE FEE.                                           [*]

          a.   Direct Connection to Certegy                                  [*]

          b.   Connection through processor                                  [*]

     23.3 TRANSACTION FEE. Assessed on each posted transaction

          [*]


Schedule B                                                           Page 4 of 8



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE B
          SERVICES AND FEES FOR SELF-ADMINISTERED CREDIT CARD PROGRAMS
                            EFFECTIVE JANUARY 1, 2004

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

     24.1 CUSTOMER ENTERED CHARGEBACK OR RETRIEVAL VIA ONLINE ENTRY.         [*]

     24.2 CERTEGY ENTERED CHARGEBACK OR RETRIEVAL.                           [*]

     24.3 CERTEGY BASIC BILLING ERROR SERVICES.

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

          [*]

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

          [*]

     24.5 CERTEGY FRAUD SERVICES.                                            [*]

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

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

     25.1 AFTER HOURS TELEPHONE CUSTOMER SERVICE.                            [*]

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

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

          This fee will apply to after hours customer service for any
          program targeted to a customer segment that generates a high
          volume of customer service calls (i.e. secured cards, sub-prime or
          any high fee/low credit line program).


Schedule B                                                           Page 5 of 8



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE B
          SERVICES AND FEES FOR SELF-ADMINISTERED CREDIT CARD PROGRAMS
                            EFFECTIVE JANUARY 1, 2004

     25.3 TOLL-FREE CUSTOMER SERVICE ACCESS.                                 [*]

          Provides for printing of toll-free phone number on Financial
          Institution's statement and access to after hours customer service
          via toll-free phone number. This fee applies to all accounts on
          file.

     25.4 PREMIUM CUSTOMER SERVICE.

          [*]

     25.5 VIP CUSTOMER SERVICE.

          [*]

26.  E-REPORTS. Includes:

     [*]

27.  MYCARDSTATEMENT.COM (Optional Service)

     MyCardStatement.com is a service that provides cardholders access to
     their credit card information via the Internet. Cardhold functionality
     includes the ability to view account balance, transaction and
     historical statement information and to pay their monthly credit card
     invoice online.

     [*]

28.  VERIFIED BY VISA and/or MasterCard SecureCode,

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

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

     b.   MasterCard issuer program monthly fee                              [*]

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

     d.   Authentication request (per request)                               [*]


Schedule B                                                           Page 6 of 8



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE B
          SERVICES AND FEES FOR SELF-ADMINISTERED CREDIT CARD PROGRAMS
                            EFFECTIVE JANUARY 1,2004

29.  READI REVIEW.(SM) (Optional Service)                                    [*]

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

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

     a.   Falcon(R)

     b.   CRIS

31.  MANUALS / CD-ROM.

     Annual Subscription                                                     [*]

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

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

     [*]                                                                     [*]

33.  FRAME RELAY.                                                            [*]

34.  DISPUTE MANAGEMENT SYSTEM.

     [*]

35.  PASS THROUGH FEE ITEMS. (Note; Pass THROUGH Fee ITEMS ARE NOT INCLUDED
     IN MONTHLY minimum totals.) All fees and fee increases incurred by
     Certegy for the items listed below shall be passed on to the
     Institution.

     35.1 COMPUTER REPORTS - MICRO FICHE (Per month per Financial Institution
          BIN/TCA) Includes:

          a.   Cardholder Package                                            [*]

          b.   Business Card Package                                         [*]


Schedule B                                                           Page 7 of 8



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE B
          SERVICES AND FEES FOR SELF-ADMINISTERED CREDIT CARD PROGRAMS
                            EFFECTIVE JANUARY 1, 2004

     35.2 COURIER. Includes:                                                 [*]

          a.   All cost of courier for delivery of media or reports to and
               from Financial Institution

          b.   If U.S. Mail is used, all postage costs are borne by
               Financial Institution.

     35.3 POSTAGE.                                                           [*]

          Includes all first class postage associated with mailing of
          plastics, statements, notices or other mailings requested by
          Financial Institution.                                             [*]

     35.4 POSTAGE PRE-SORT REBATE, (Qualifying Items)                        [*]

          This is a rebate to Financial Institution for current first class
          rate for Qualifying statements, as identified by Certegy.

     35.5 ELECTRONIC WARNING BULLETIN LISTINGS. Includes                     [*]

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

          b.   Charges for listing in the printed Warning Bulletin for
               regions outside the U.S.

     35.6 RETRIEVALS FROM MASTERCARD OR VISA OR LOCAL TO LOCAL.

          Both MasterCard and VISA rules require the processor to provide
          copies of original and microfilmed transactions. The cost of
          producing the copies is covered by a fee schedule, Certegy's fees
          for performing those tasks will be in conformity with the
          currently published schedule. Currently,



             Original   Copy   Electronic /Facsimile
             --------   ----   ---------------------
                      
VISA            [*]      [*]           [*]
MasterCard      [*]      [*]           [*]


     35.7 OTHER MASTERCARD AND VISA FEES, ASSESSMENTS AND OTHER SERVICES.

          Financial Institution shall be responsible for all MasterCard and VISA
          fees, dues and assessments related to the cardholder service provided
          to the card issuing members (e.g., "Please Call" fees),

     35.8 ULTRA GRAPHICS LOGO SETUP FEE FOR PLASTICS EMBOSSING.

          a.   Camera Ready Artwork                                          [*]

          b.   Non-camera ready artwork                                      [*]


Schedule B                                                           Page 8 of 8



                           CERTEGY CARD SERVICES, INC.

                               ICBA BANCARD, INC.

                         2003 RENEWAL SERVICE AGREEMENT

                                   SCHEDULE C

               PRICE LIST FOR DIRECT PROCESSING MERCHANT SERVICES

                             EFFECTIVE JUNE 1, 2003

                                                                  (CERTEGY LOGO)


                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE C
               PRICE LIST FOR DIRECT PROCESSING MERCHANT SERVICES
                             EFFECTIVE JUNE 1, 2003

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

     1.1  Activate new merchant accounts;

     1.2  Produce station plates for imprinters;

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

     1.4  Provide instruction on related procedures;

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

     1.6  Train the employees of Financial Institutions as requested;

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

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

     1.9  [*]

     1.10 [*]

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

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

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

     2.2  Provide all other services to merchants;

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

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


Schedule C                                                           Page 1 of 5



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE C
               PRICE LIST FOR DIRECT PROCESSING MERCHANT SERVICES
                             EFFECTIVE JUNE 1, 2003

3.   FEES. Bancard shall be responsible for each Financial Institution paying
     Certegy the following fees:

     3.1  [*]

     [*]

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

          [*]

          Includes:

          a.   Computer Storage of Merchant Information

          b.   Assisting Financial Institutions by monitoring deposits for fraud
               and other irregularities

          c.   Processing, Printing, and Mailing of Monthly Paper Statement to
               the Merchant or Financial Institution.

          Includes:

               i.   Supply Costs

               ii.  Stuffing/Mailing Costs (Excluding Postage)

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

               i.   Processing Prenotes

               ii.  Preparation/Transmission of ACH Tape

               iii. Bank Service Charges

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

          e. Terminal Set-up and Support


Schedule C                                                           Page 2 of 5



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE C
               PRICE LIST FOR DIRECT PROCESSING MERCHANT SERVICES
                             EFFECTIVE JUNE 1, 2003

     3.3  INTERNET REPORTING.

          a.   Internet Reporting for Financial Institution Includes:        [*]

               i.   Online Access to Merchant Activity and other Merchant
                    Information

               ii.  Online Portfolio and Risk Management Reporting

          b.   Internet Reporting for Merchant Includes:                     [*]

               i.   One User ID and Password

               ii.  Online Access to Merchant Activity

               iii. Online Access to Merchant Statements

     3.4  TELEPHONE AUTHORIZATION FEE.                                       [*]

     3.5  MERCHANT ENROLLMENT FEE.                                           [*]

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

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

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

          b.   Entry of MIS Information into the System

     3.8  DIAL UP ACCESS(5)                                                  [*]

          Includes online access to the Merchant Management Information      [*]
          System for:

          a.   Merchant Set-ups/Cancellations

          b.   Merchant Profile Changes

          c.   Merchant Inquiries

     3.9  STATEMENT MESSAGE FEES. Includes:                                  [*]

          a.   Handling of Financial Institution Message Report              [*]

          b.   Printing of Message                                           [*]

     3.10 ACH RETURN FEE. Includes:                                          [*]

          a.   Accounting For ACH Returns

          b.   Processing Alternative Settlement Mechanism

          c.   Additional Prenote Processing


Schedule C                                                           Page 3 of 5


                         CERTEGY CARD SERVICES, INC.
                             ICBA BANCARD, INC.
                       2003 RENEWAL SERVICE AGREEMENT
                                 SCHEDULE C
             PRICE LIST FOR DIRECT PROCESSING MERCHANT SERVICES
                           EFFECTIVE JUNE 1, 2003

     3.11 E-REPORTS. Includes:

          a.   Monthly Merchant Statements                                   [*]

          b.   Monthly Merchant On-line Maintenance Activity Report

          c.   Merchant Profitability Reporting

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

          a.   Chargeback Logging & Tracking

          b.   Chargeback Research & Representment

          c.   Compliance Chargebacks

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

     3.13 EXCESSIVE CHARGEBACK FEE.                                          [*]

     3.14 PASS THROUGH FEES.

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

          3.14.2 COURIER                                                     [*]

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

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

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

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

     3.15 AUDIT ASSISTANCE FROM CERTEGY.                                     [*]

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

          Financial Institution must cover all out-of-pocket expenses such
          as airfare, lodging and meals.

     3.17 CUSTOM PROGRAMMING/DEVELOPMENT.                                    [*]


     3.18 [*]


Schedule C                                                           Page 4 of 5



                         CERTEGY CARD SERVICES, INC.
                             ICBA BANCARD, INC.
                       2003 RENEWAL SERVICE AGREEMENT
                                 SCHEDULE C
             PRICE LIST FOR DIRECT PROCESSING MERCHANT SERVICES
                           EFFECTIVE JUNE 1, 2003

Footnotes:

[*]


Schedule C                                                           Page 5 of 5



                         CERTEGY CARD SERVICES, INC.

                             ICBA BANCARD, INC.

                       2003 RENEWAL SERVICE AGREEMENT

                                 SCHEDULE E

      SIGNATURE BASED DEBIT CARD AND IN-HOUSE/PASS-THROUGH CREDIT CARD
                              SERVICES AND FEES

                          EFFECTIVE JANUARY 1, 2004

                                                              (CERTEGY LOGO)



                         Certegy Card Services, Inc.
                             ICBA Bancard, Inc.
                       2003 Renewal Service Agreement
                                 Schedule E
        Signature Based Debit Card, and In-House/Pass-Through Credit Card
                              Services and Fees
                          Effective January 1, 2004

1.   CARD ISSUANCE. (excluding plastic and postage/delivery)

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

     1.1  TAPE OR TRANSMISSION                                               [*]

     1.2  PAPER DOCUMENT                                                     [*]

     1.3  PULL SERVICE                                                       [*]

     1.4  PRIORITY ISSUANCE (NEXT DAY)                                       [*]

     1.5  EMERGENCY ISSUANCE (SAME DAY)                                      [*]

     1.6  CARD ACTIVATION STICKERS:                                          [*]

          Institution using Certegy's Card Activation System                 [*]

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

*    PIN: Personal Identification Number                                     [*]

2.   CARD RECOVERY REWARDS.

     Rewards paid to merchants or Financial Institution for capturing
     revoked cards.                                                          [*]

3.   PIN GENERATION AND CHANGES. Includes:                                   [*]

     a.   PIN generation, printing of a generic data mailer and preparation
          for mailing.

     b.   PIN changes via IVR                                                [*]

4.   POST MAILERS. (excluding postage/delivery)

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

5.   CARD ACTIVATION (OPTIONAL SERVICE).

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

     [*]

6.   LOST/STOLEN CARD REPORT.

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


Schedule E                                                           Page 1 of 6


                         Certegy Card Services, Inc.
                             ICBA Bancard, Inc.
                       2003 Renewal Service Agreement
                                 Schedule E
      Signature Based Debit Card, and In-House/Pass-Through Credit Card
                              Services and Fees
                          Effective January 1, 2004

7.   MASTER FILE MAINTENANCE.

     7.1  NEW ACCOUNTS. Per account fee includes:

          a.   Off-line (Input at Certegy).                                  [*]

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

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

          b.   On-line (Batch from Institution)                              [*]

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

     7.2  FILE CHANGES. Per change fee includes:                             [*]

          a.   Off-line                                                      [*]

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

               (ii) Visual verification to insure accuracy                   [*]

          b.   On-line                                                       [*]

               Data capture of all changes to the cardholder accounts

     7.3  FILE CHANGES/NEW ACCOUNT TRANSMISSION.                             [*]
          (for "velocity" Institutions)

     7.4  TRANSMISSION FILE HANDLING                                         [*]
          (for "positive balance update" Institution)

     7.5  FILE RESIDENCY. (for positive balance update Institution) Per      [*]
          account fee includes:

          a.   Computer storage during all or any portion of a month of each
               debit card account issued by Financial Institution (including
               charged-off accounts) that appears on Financial Institution's
               master file maintained by Certegy as well as capturing all
               transactions and reports on microfilm or microfiche and retaining
               as required by law.

          b.   Computer storage of individual Financial Institution and/or DDA
               service provider requirements.

     7.6  FILE RESIDENCY. (for velocity Institutions)                        [*]

          Includes:

          a.   Computer storage during all or any portion of a month of each
               debit card account issued by Financial Institution (including
               charged-off accounts) that appears on Financial Institution's
               master file maintained by Certegy as well as capturing all
               transactions and reports on microfilm or microfiche and retaining
               as required by law.

          b.   Computer storage of individual Financial Institution and/or DDA
               service provider requirements.

     7.7  SPECIAL CHANGES (those taken by phone requiring immediate          [*]
          attention). Per change fee includes:

          a.   All items under "file changes"

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


Schedule E                                                           Page 2 of 6



                           Certegy Card Services, Inc.
                               ICBA Bancard, Inc.
                         2003 Renewal Service Agreement
                                   Schedule E
        Signature Based Debit Card, and In-House/Pass-Through Credit Card
                                Services and Fees
                            Effective January 1, 2004

8.   AUTHORIZATION REQUESTS. Includes handling of incoming authorizations
     against positive balance and velocity parameters residing at Certegy
     and ATM PIN requests.

     [*]

     The above tiers will be adjusted semi-annually.

9.   MONETARY TRANSACTION PROCESSING FEE. Fee is applicable to purchases,
     returns, cash advance and credit vouchers.

     [*]

     The above tiers will be adjusted semi-annually.

10.  VERIFIED BY VISA AND/OR MASTERCARD SECURECODE. Includes hosting of
     enrollment and authentication services, and front line customer service

     a.   Visa issuing program monthly per bank fee                          [*]

     b.   MasterCard issuing program monthly fee                             [*]

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

     d.   Authentication request (per request)                               [*]

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

     11.1 CUSTOMER ENTERED CHARGEBACK OR RETRIEVAL VIA ONLINE ENTRY.         [*]

     11.2 CERTEGY ENTERED CHARGEBACK OR RETRIEVAL.                           [*]

     11.3 CERTEGY BASIC BILLING ERROR SERVICES.

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

          [*]


Schedule E                                                           Page 3 of 6



                         Certegy Card Services, Inc.
                             ICBA Bancard, Inc.
                       2003 Renewal Service Agreement
                                 Schedule E
      Signature Based Debit Card, and In-House/Pass-Through Credit Card
                              Services and Fees
                          Effective January 1, 2004

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

          [*]

     11.5 CERTEGY FRAUD SERVICES.                                            [*]

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

12.  OTHER FEES.

     12.1 CENTER TRANSACTION FILE REVERSALS AND RECREATIONS                  [*]

     12.2 ADDITIONAL TESTING                                                 [*]

     12.3 RESEARCH                                                           [*]

13.  IMPLEMENTATION REIMBURSEMENT FEES.                                      [*]

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

14.  FORMS AND SUPPLIES.                                                     [*]

15.  NON-GENERIC FORM. (set up only, plus current fee for form)              [*]

16.  SYSTEM MANUALS/CD ROM.                                                  [*]

17.  E - REPORTS.                                                            [*]

     [*]


Schedule E                                                           Page 4 of 6



                         Certegy Card Services, Inc.
                             ICBA Bancard, Inc.
                       2003 Renewal Service Agreement
                                 Schedule E
      Signature Based Debit Card, and In-House/Pass-Through Credit Card
                              Services and Fees
                          Effective January 1, 2004

18.  TAPE HANDLING FEE.                                                      [*]

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

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

20.  [*]

21.  [*]

22.  AUDIT CONFIRMATIONS. (excluding postage) This per Financial Institution
     per audit request fee includes:

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

     b.   Per account confirmation                                           [*]

23.  NEURAL NETWORK MONITORING: CRIS and/or Falcon(R) (optional service)     [*]


Schedule E                                                           Page 5 of 6



                         Certegy Card Services, Inc.
                             ICBA Bancard, Inc.
                       2003 Renewal Service Agreement
                                 Schedule E
      Signature Based Debit Card, and In-House/Pass-Through Credit Card
                              Services and Fees
                          Effective January 1, 2004

24.  DISPUTE MANAGEMENT SYSTEM.

     a.   [*]

     b.   [*]

25.  PASS-THROUGH FEE ITEMS. (Note: Pass Through Fee Items are not included
     in monthly minimum totals.) All fees and fee increases incurred by
     Certegy for the items listed below shall be passed on to the
     Institution.

     25.1 COMPUTER REPORTS - MICRO FICHE. Includes:

          a.   Cardholder Package, per month per financial institution       [*]
               BIN/ICA

          b.   Business Card Package, per month per Financial Institution    [*]
               BIN/ICA

     25.2 POSTAGE AND COURIER EXPENSES.
          Cards, mailers and report/microfiche                               [*]

     25.3 ISSUER'S REIMBURSEMENT FEES.                                       [*]

          Income earned by the Financial Institution based on published
          Visa/MasterCard rates for transactions.

     25.4 RETRIEVAL REQUEST FULFILLMENT FEE.                                 [*]

          Photocopy, facsimile draft of original of sales draft, or credit
          voucher

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

     25.6 CARD ASSOCIATION.                                                  [*]

          MasterCard International and Visa U.S.A. Inc. fees, dues and
          assessments paid by Certegy for transactions incurred for or on
          behalf of Financial Institution.

     25.7 SPONSORSHIP.                                                       [*]

          Sponsorship into MasterCard International, Visa U.S.A. Inc. and/or
          Regional/National Networks.


Schedule E                                                           Page 6 of 6



                         CERTEGY CARD SERVICES, INC.

                             ICBA BANCARD, INC.

                       2003 RENEWAL SERVICE AGREEMENT

                                 SCHEDULE F

             DEBIT CARD INCLUDING PIN AND ATM SERVICES AND FEES

                          EFFECTIVE JANUARY 1, 2004

                                                                  (CERTEGY LOGO)



                         Certegy Card Services, Inc.
                             ICBA Bancard, Inc.
                       2003 Renewal Service Agreement
                                 Schedule F
             Debit Card including PIN and ATM Services and Fees
                          Effective January 1, 2004

1.   CARD ISSUANCE. (excluding plastic and postage/delivery)

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

     1.1  TAPE OR TRANSMISSION                                               [*]

     1.2  PAPER DOCUMENT                                                     [*]

     1.3  PULL SERVICE                                                       [*]

     1.4  PRIORITY ISSUANCE (NEXT DAY)                                       [*]

     1.5  EMERGENCY ISSUANCE (SAME DAY)                                      [*]

     1.6  CARD ACTIVATION STICKERS:                                          [*]

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

*    PIN: Personal Identification Number

2.   CARD RECOVERY REWARDS.                                                  [*]

     Rewards paid to merchants or Financial Institution for capturing
     revoked cards.                                                          [*]

3.   PIN GENERATION.                                                         [*]

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

     a.   PIN changes via IVR                                                [*]

     b.   PIN changes at ATM                                                 [*]

          b.1. One time set-up fee per financial institution                 [*]

          b.2. PIN change generates an ATM transaction                       [*]

4.   POST MAILERS.

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

5.   CARD ACTIVATION. (Optional Service)

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

     [*]

6.   LOST/STOLEN CARD REPORT.                                                [*]

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


Schedule F                                                           Page 1 of 7



                         Certegy Card Services, Inc.
                             ICBA Bancard, Inc.
                       2003 Renewal Service Agreement
                                 Schedule F
             Debit Card including PIN and ATM Services and Fees
                          Effective January 1, 2004

7.   AUTHORIZATION REQUESTS.

     Merchant and ATM authorization are handled 24 hours-a day, 365 days a year.
     Authorization activity will be reviewed monthly and assessed against the
     tiers stated below. The fee will be based on the current month's volume.

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

     [*]

*    PIN routing requiring regional network access.

8.   MONETARY TRANSACTION PROCESSING.

     Purchases, cash advance and credit vouchers that are transmitted to the
     Financial Institution in the Center Transaction File or via an online
     message. This fee is not applicable to single message transactions.

     8.1  VISA/MASTERCARD

          [*]

     8.2  FACSIMILE DRAFTS.

          Batch (paper)                                                      [*]

          Transmission tape                                                  [*]

9.   NON-MONETARY TRANSACTION PROCESSING.

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

     9.1  CERTEGY ENTERED                                                    [*]

     9.2  TRANSMISSION/TAPE                                                  [*]


Schedule F                                                           Page 2 of 7



                         Certegy Card Services, Inc.
                             ICBA Bancard, Inc.
                       2003 Renewal Service Agreement
                                 Schedule F
             Debit Card including PIN and ATM Services and Fees
                          Effective January 1, 2004

     9.3  RETURNS/STOPS/COPIES                                               [*]

     9.4  POSITIVE BALANCE FILE UPDATES                                      [*]

10.  VERIFIED BY VISA AND/OR MASTERCARD SECURECODE.                          [*]

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

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

     b.   MasterCard issuer program monthly fee                              [*]

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

     d.   Authentication request (per request)                               [*]

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

     11.1 CUSTOMER ENTERED CHARGEBACK OR RETRIEVAL VIA ONLINE ENTRY.         [*]

     11.2 CERTEGY ENTERED CHARGEBACK OR RETRIEVAL.                           [*]

     11.3 CERTEGY BASIC BILLING ERROR SERVICES.                              [*]

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

          [*]


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

          [*]


Schedule F                                                           Page 3 of 7



                           Certegy Card Services, Inc.
                               ICBA Bancard, Inc.
                         2003 Renewal Service Agreement
                                   Schedule F
               Debit Card including PIN and ATM Services and Fees
                            Effective January 1, 2004

     11.5 CERTEGY FRAUD SERVICES.                                            [*]

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

12.  FILE RESIDENCY. Base on total number of accounts residing on the
     authorization file at month end.

     12.1 POSITIVE AUTHORIZATION/GATEWAY SWITCHING AUTHORIZATION             [*]

     12.2 PARAMETER AUTHORIZATION                                            [*]

13.  ACCOUNT INQUIRY.

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

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

     Visa and/or MasterCard ATM transactions.                                [*]

15.  TRANSMISSION FEE.
     Positive Authorization File, Card issuer file and center transaction file

     15.1 LOCAL CALL                                                         [*]

     15.2 LONG DISTANCE CALL                                                 [*]

16.  ON-LINE ACCESS.

     Dedicated or Dial-up available                                          [*]

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

17.  OTHER FEES.

     17.1 CENTER TRANSACTION FILE REVERSALS AND RECREATIONS                  [*]

     17.2 ADDITIONAL TESTING                                                 [*]

     17.3 RESEARCH                                                           [*]

18.  IMPLEMENTATION REIMBURSEMENT FEES.                                      [*]

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

19.  FORMS AND SUPPLIES.                                                     [*]

20.  NON-GENERIC FORM. (set up only, plus current fee for form)              [*]


Schedule F                                                           Page 4 of 7



                         Certegy Card Services, Inc.
                             ICBA Bancard, Inc.
                       2003 Renewal Service Agreement
                                 Schedule F
             Debit Card including PIN and ATM Services and Fees
                          Effective January 1, 2004

21.  SYSTEM MANUALS/CD ROM.                                                  [*]

22.  E - REPORTS.

     [*]

     [*]

23.  TAPE HANDLING FEE.                                                      [*]

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

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

25.  [*]

26.  [*]

     26.2 TRANSACTION HANDLING POST DECONVERSION.

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

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

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


Schedule F                                                           Page 5 of 7


                           Certegy Card Services, Inc.
                               ICBA Bancard, Inc.
                         2003 Renewal Service Agreement
                                   Schedule F
               Debit Card including PIN and ATM Services and Fees
                            Effective January 1, 2004

27.  AUDIT CONFIRMATIONS. (excluding postage) This per Financial Institution per
     audit request fee includes:

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

          b.   Per account confirmation                                      [*]

28.  NEURAL NETWORK MONITORING: CRIS and/or Falcon(R) (optional service)     [*]

29.  CERTIFICATION FEES.                                                     [*]

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

30.  ATM TERMINAL DRIVING FEES.                                              [*]

     30.1 Communication Expenses                                             [*]

     30.2 ATM Set-up Fees                                                    [*]

     30.3 ATM Terminal Support                                               [*]

     30.4 Dial-up ATM Communication                                          [*]

     30.5 National and Regional Network Access                               [*]

     30.6 ATM Screen Marketing Message                                       [*]

     30.7 ATM Marketing Receipt Change                                       [*]

     30.8 ATM Screen Change                                                  [*]

     30.9 ATM Reload                                                         [*]

     30.10 ATM Discontinuance Fee                                            [*]

31.  NETWORK ADJUSTMENT SYSTEM.                                              [*]

     31.1 Network Adjustment System                                          [*]

     31.2 Adjustment submitted via Adjustment System                         [*]

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


Schedule F                                                           Page 6 of 7



                           Certegy Card Services, Inc.
                               ICBA Bancard, Inc.
                         2003 Renewal Service Agreement
                                   Schedule F
               Debit Card including PIN and ATM Services and Fees
                            Effective January 1, 2004

32.  DISPUTE MANAGEMENT SYSTEM.

     a.   [*]

     b.   [*]

33.  PASS-THROUGH FEE ITEMS. (Note: Pass Through Fee Items are not included in
     monthly minimum totals.)

     All fees and fee increases incurred by Certegy for the items listed below
     shall be passed on to the Institution.

     33.1 COMPUTER REPORTS - MICRO FICHE. Includes:

          a.   Cardholder Package, per month per financial institution
               BIN/ICA                                                       [*]

          b.   Business Card Package, per month per Financial Institution
               BTN/ICA                                                       [*]

     33.2 POSTAGE AND COURIER EXPENSES.                                      [*]

          Cards, mailers and report/microfiche                               [*]

     33.3 ISSUER'S REIMBURSEMENT FEES.                                       [*]

          Income earned by the Financial Institution based on published      [*]

          Visa, MasterCard and/or Regional/National Networks rates for
          transactions.                                                      [*]

     33.4 RETRIEVAL REQUEST FULFILMENT FEE.                                  [*]

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

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

     33.6 CARD ASSOCIATION.                                                  [*]

          MasterCard International, Visa U.S.A. Inc. and/or Regional/ National
          Networks fees, does and assessments, paid by Certegy for transactions
          incurred for or on behalf of Financial Institution.

     33.7 SPONSORSHIP.                                                       [*]

          Sponsorship into MasterCard International, Visa U.S.A. Inc. and/or
          Regional/National Networks.


Schedule F                                                           Page 7 of 7



                           CERTEGY CARD SERVICES, INC.

                               ICBA BANCARD, INC.

                         2003 RENEWAL SERVICE AGREEMENT

                                   SCHEDULE G

                  COMMERCIAL CARD PROCESSING SERVICES AND FEES

                            EFFECTIVE JANUARY 1, 2004

                                                                  (CERTEGY LOGO)


                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE G
                COMMERCIAL CARD PROCESSING SERVICES AND FEES
                            EFFECTIVE JANUARY 1, 2004

        THE FOLLOWING FEES APPLY TO EACH FINANCIAL INSTITUTION SEPARATELY
                             (I.E., NOT CUMULATIVE)

MONTHLY OR ONE TIME FEES.

1.   PLASTICS. (excluding plastics and postage/delivery)

     1.1  EMBOSSING. Embossing and encoding of plastic; Insertion of Card
          into Card Carrier; and insertion into Envelope                     [*]

     1.2  INSERTS MAILED WITH CARD.                                          [*]

     1.3  CUSTOM CARD CARRIER ENVELOPE OR PRINTED MESSAGE.                   [*]

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

          a.   Generation of Personal Identification Number ("PIN")          [*]

          b.   PIN Mailer                                                    [*]

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

          a.   All items listed under "Embossing"

          b.   Receipt and handling of request

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

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

          [*]

2.   ACCOUNT TRANSACTION HISTORY. Account Transaction History will be available
     to the Financial Institution on the processing platform under the following
     options:

     a.   [*]

     b.   [*]


Schedule G                                                                1 of 6



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE G
                       COMMERCIAL CARD PROCESSING SERVICES
                                    AND FEES
                            EFFECTIVE JANUARY 1, 2004

        THE FOLLOWING FEES APPLY TO EACH FINANCIAL INSTITUTION SEPARATELY
                             (I.E., NOT CUMULATIVE)

3.   MASTER FILE MAINTENANCE.

     3.1  NEW ACCOUNTS AND UPDATES.

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

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

     3.2  RECORD RETENTION. Computer storage of each Commercial Card account [*]
          issued by Financial Institution, that appears on Financial
          Institution's master file maintained by Certegy, during all or any
          portion of a month, including charged-off accounts. [*] This
          monthly charge shall be assessed for each company and cardholder
          Commercial Card account on the system.

     3.3  TOLL-FREE CUSTOMER SERVICE ACCESS.                                 [*]

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

     3.4  SPECIAL CHANGES.                                                   [*]

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

4.   COMPUTER PRINTOUTS.

     4.1  NOTICES. Includes:                                                 [*]

          a.   Printing of Notice, including post mailers                    [*]

          b.   All forms                                                     [*]

     4.2  REPORTS - PAPER. Per Month per Financial Institution BIN/ICA.
          Includes Cardholder Package                                        [*]

5.   CREDIT CARD AUTHORIZATION FEE. Applies to each authorization request    [*]

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

7.   STATEMENT PREPARATION.                                                  [*]

     7.1  DELIVERY BY U. S. MAIL Per statement (excluding postage) Includes: [*]

          a.   Preparation of cardholder monthly statements                  [*]

          b.   All forms and envelopes for statements                        [*]

          c.   Inserting and handling of statements                          [*]

     7.2  PRESENTATION VIA THE INTERNET. Per "Record" sent to the Internet
          server A "Record" is defined as a posted transaction, addendum or
          statement message.                                                 [*]


Schedule G                                                                2 of 6



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE G
                       COMMERCIAL CARD PROCESSING SERVICES
                                    AND FEES
                            EFFECTIVE JANUARY 1, 2004

        THE FOLLOWING FEES APPLY TO EACH FINANCIAL INSTITUTION SEPARATELY
                             (I.E., NOT CUMULATIVE)

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

9.   MESSAGES FOR STATEMENTS. This monthly fee charges each Financial
     Institution includes:

          a.   Automatic messages for all Financial Institutions             [*]

          b.   Customized messages                                           [*]

10.  ON-LINE COLLECTION SYSTEM. (Optional Service)

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

     10.2 RECORD RETENTION. Per account per month on the Collection
          Management System- fee (Financial Institution Parameter Driven)    [*]

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

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

          a.   Standard Letter Services

          b.   Custom Letter Services

          c.   Printing of Letters

          d.   All Forms

12.  [*]

FEES SETTLED DAILY.

13.  FINANCIAL INSTITUTION.

     13.1 TRANSACTION POSTING-FEE. Certegy provides Customer Service functions.
          Charge applicable to all sales, purchases, returns, cash advances, ACH
          payments and ACH prenotes of "Full Service" Financial Institutions, as
          well as any annual, late and over the limit fees, member-pay
          insurance, member-pay card enhancements and lockbox payments processed
          by Certegy.

          [*]


Schedule G                                                                3 of 6



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE G
                COMMERCIAL CARD PROCESSING SERVICES AND FEES
                            EFFECTIVE JANUARY 1, 2004

        THE FOLLOWING FEES APPLY TO EACH FINANCIAL INSTITUTION SEPARATELY
                             (I.E., NOT CUMULATIVE)

     13.2 NON-LOCKBOX PAYMENT RECEIPT. Certegy performs customer service.    [*]
          Payments received, processed and entered by Financial Institution.

14.  ASSOCIATION MANAGEMENT FEES.                                            [*]

     Charge applicable to posting of each sale, purchase, return and cash
     advance processed by Certegy.

SPECIAL FEES.

15.  [*]

16.  INTERNAL CONVERSION.                                                    [*]

17.  ONE-TIME ON-LINE TERMINALS AND COMMUNICATIONS SET UP FEE.               [*]
     (At Financial Institution's request)                                    [*]

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

18.  ON-SITE TRAINING FOR CUSTOMER SERVICE. (At Financial Institution's
     request)                                                                [*]

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

19.  CARDHOLDER SATISFACTION SURVEYS, Random sample survey of cardholder
     satisfaction, as described in Performance Management's brochure, performed
     at Financial Institution's request.

     One Time Survey                                                         [*]

     Two Surveys in a 12 month period                                        [*]

20.  OTHER SPECIAL SERVICES.                                                 [*]

21.  E-REPORTS.

     [*]

22.  PC REPORTING SERVICES VIA INTERNET. (Optional Service)

     22.1 Software Vendor License fee per financial institution.             [*]

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


Schedule G                                                                4 of 6



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE G
                COMMERCIAL CARD PROCESSING SERVICES AND FEES
                            EFFECTIVE JANUARY 1, 2004

        THE FOLLOWING FEES APPLY TO EACH FINANCIAL INSTITUTION SEPARATELY
                             (I.E., NOT CUMULATIVE)

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

     22.4 Data Creation - per transaction.                                   [*]

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

23.  DAILY TRANSMISSION OF DATA DELIVERY FILES. (Optional Service)           [*]

     23.1 Data creation / per record                                         [*]

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

     23.3 One time implementation fee                                        [*]

          a.   Each Financial Institution                                    [*]

          b.   Each Company / Destination ID                                 [*]

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

25.  SYSTEM DOCUMENTATION.

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

26.  SYSTEM ACCESS VIA INTERNET. (Optional Service) Provides system access to
     participating companies to review and make real time updates to their
     accounts via the internet

     26.1 Software License Fee per company                                   [*]

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

     26.3 New Account Add - adding a new account to system via the internet  [*]

27.  AUTHORIZATION FRAUD MONITORING. (Optional Service) Real time monitoring
     of authorizations sent to a queue for institution review based on fraud
     strategies defined by institution                                       [*]

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

28.  COMPUTER REPORTS - MICROFICHE. Per month per Financial Institution
     BIN/ICA Provision of reports on Microfiche.                             [*]

29.  COURIER. Includes all cost of courier or U.S. Mail for delivery of
     media or reports to and from Financial Institution.                     [*]


Schedule G                                                                5 of 6



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE G
                COMMERCIAL CARD PROCESSING SERVICES AND FEES
                            EFFECTIVE JANUARY I, 2604

        THE FOLLOWING FEES APPLY TO EACH FINANCIAL INSTITUTION SEPARATELY
                             (I.E., NOT CUMULATIVE)

30.  POSTAGE. Includes all first class postage associated with mailing of
     plastics, statements, notices or other mailings requested by Financial
     Institution.                                                            [*]

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

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

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

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

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

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



             Standard          Electronic/
             Original   Copy    Facsimile
             --------   ----   -----------
                      
VISA            [*]      [*]       [*]
MasterCard      [*]      [*]       [*]


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

35.  ULTRA GRAPHICS FOR PLASTIC EMBOSSING.

     a.   One time logo set up                                               [*]

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

36.  OTHER MASTERCARD AND VISA FEES. ASSESSMENTS AND OTHER SERVICES.         [*]

     Financial Institution shall will be responsible for all MasterCard and VISA
     fees, dues and assessments related to the cardholder services provided to
     the card issuing members.


Schedule G                                                                6 of 6



                           CERTEGY CARD SERVICES, INC.

                               ICBA BANCARD, INC.

                         2003 RENEWAL SERVICE AGREEMENT

                                   SCHEDULE I

           TERMS AND FEES FOR CERTEGY E-BANKING SOFTWARE AND SERVICES

                            EFFECTIVE JANUARY 1, 2004

                                                                  (CERTEGY LOGO)



CUSTOMERLINK PC BANKING

     Enables Financial Institution's retail clients to manage their finances
through the Internet. They can access account information, transfer funds from
one account to another, and gain information on the institution's products and
services.

CUSTOMERLINK CASH MANAGEMENT

     Enables Financial Institution's commercial customers (small to medium size
business customers) to manage their finances through the Internet. The Financial
Institution's business customers can view their accounts online, transfer funds
from one account to another, download their account history to import into
Financial Management Software, ie: Intuit's Quick Books, or Microsoft Money,
originate wire transfers, ACH transactions, and place currency orders.

ELECTRONIC BILL PAYMENT

     Electronic Bill Payment Service enables Financial Institution's customers
to pay their bills on-line, often via ACH. -

INDEX OF AGREEMENTS

     Certegy E-Banking Services currently uses the following attached agreements
to make its E-Banking services and software available to Financial Institutions.
The form of agreement and prices are subject to change as they are influenced by
changes in technology, market factors, Certegy's economies of scale and
competition.

1.   Master License and Services Agreement

2.   Schedule to Master License and Services Agreement

3.   Electronic Bill Payment Agreement

4.   Schedule to Electronic Bill Payment Agreement



                           CERTEGY CARD SERVICES, INC.

                               ICBA BANCARD, INC.

                         2003 RENEWAL SERVICE AGREEMENT

                                   SCHEDULE J

              PRICE LIST FOR STORED VALUE CARD PROCESSING SERVICES

                            EFFECTIVE JANUARY 1, 2004

                                                                  (CERTEGY LOGO)



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE J
              PRICE LIST FOR STORED VALUE CARD PROCESSING SERVICES
                            EFFECTIVE JANUARY 1, 2004

1.   PLASTICS.

     1.1  EMBOSSING. (excluding plastics and postage/delivery) Includes:     [*]

          a.   Embossing and encoding of plastic                             [*]

          b.   Card Carrier                                                  [*]

          c.   Envelope                                                      [*]

          d.   Inserting                                                     [*]

     1.2  PIN GENERATION - REGULAR. (excluding postage/delivery) Includes:   [*]

          a.   Generation of Personal Identification Number ("PIN")          [*]

          b.   PIN Mailer                                                    [*]

     1.3  PIN GENERATION - USER SELECT. (excluding postage/delivery)
          Includes:                                                          [*]

          a.   PIN Mailer                                                    [*]

          b.   File Update                                                   [*]

     1.4  SPECIAL REQUESTS. (excluding plastics and postage/delivery)
          Includes:                                                          [*]

          a.   All items listed under "Embossing"

          b.   Receipt and handling of request

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

     1.5  CARD ACTIVATION. (Optional Service)

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

          [*]

2.   MASTER FILE MAINTENANCE.

     2.1  NEW ACCOUNTS. Includes:

          a.   Batch File                                                    [*]

          b.   Internet                                                      [*]

     2.2  FILE CHANGES. Includes:                                            [*]

          a.   Batch File                                                    [*]

          b.   Internet                                                      [*]


Schedule J                                                           Page 1 of 4


                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE J
              PRICE LIST FOR STORED VALUE CARD PROCESSING SERVICES
                            EFFECTIVE JANUARY 1, 2004

     2.3  RECORD RETENTION. Computer storage during all or any portion of a  [*]
          month of each credit card account issued by Financial Institution
          (including charged-off accounts) that appears on Financial
          Institution's master file maintained by Certegy as well as
          capturing all transactions and reports on microfilm or microfiche
          as determined by Certegy in its sole discretion and retaining for
          the time period that is required by Visa and MasterCard.

     2.4  TOLL-FREE AND INTERNET CUSTOMER SERVICE ACCESS. Provides for       [*]
          printing of toll-free phone number on Financial Institution's
          statement and on service web site and access to customer service
          via toll-fee phone number. This fee applies to all accounts on
          file.

3.   E-REPORTS. All reports are delivered via E-Reports Include:

     [*]

4.   AUTHORIZATION FEE. Applies to each authorization request                [*]

5.   TRANSACTION POSTING FEE.

     a.   Certegy provides customer service functions

     b.   Charge applicable to sales purchases, returns, cash advances as well
          as any lockbox value loads processed by Certegy.

          [*]

6.   PIN BASED TRANSACTION FEE. Charged in addition to Transaction Posting
     Fee for PIN based transactions                                          [*]

7.   SYSTEM GENERATED TRANSACTION FEE.                                       [*]

8.   VALUE LOAD FEE. Certegy performs customer service. Fee applies to all
     Internet and phone initiated value loads                                [*]

     a.   ACH                                                                [*]

     b.   Remote Entry                                                       [*]

     c.   Credit Card Transfer                                               [*]


Schedule J                                                           Page 2 of 4



                         CERTEGY CARD SERVICES, INC.
                             ICBA BANCARD, INC.
                       2003 RENEWAL SERVICE AGREEMENT
                                 SCHEDULE J
            PRICE LIST FOR STORED VALUE CARD PROCESSING SERVICES
                          EFFECTIVE JANUARY 1, 2004

9.   PHONE INITIATED VALUE LOAD FEE.                                         [*]

     Charged in addition to the Value Load Fee (8 above) for those value     [*]
     loads initiated via phone.

10.  STATEMENT PREPARATION. Includes:                                        [*]

     a.   Preparation of cardholder statements monthly                       [*]

     b.   All forms and envelopes for statements                             [*]

     c.   Inserting and handling of statements                               [*]

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

12.  MESSAGES FOR STATEMENTS. (per Financial Institution) Includes:

     a.   Automatic messages (all Financial Institutions)                    [*]

     b.   Customized messages                                                [*]

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

14.  SPECIAL SERVICES.                                                       [*]

15.  [*]

16.  [*]

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

     a.   [*]

     b.   [*]

18.  [*]

19.  ON-SITE INSTITUTION TRAINING. (at customer's request)                   [*]

*    Plus all out-of-pocket expenses (airfare, accommodations, meals, etc. to be
     absorbed by Financial Institution.)


Schedule J                                                           Page 3 of 4



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE J
              PRICE LIST FOR STORED VALUE CARD PROCESSING SERVICES
                            EFFECTIVE JANUARY 1, 2004

20.  ASSOCIATION MANAGEMENT FEES. This fee will apply to each incoming and   [*]
     local-to-local sales purchase, return, and cash advance.

21.  PASS THROUGH FEE ITEMS. (Note: Pass Through Fee Items are not included  [*]
     in monthly minimum totals) All fees and fee increases incurred by
     Certegy for the items listed below shall be passed on to Institution.

     21.1 COURIER. Includes:

          a.   All cost of courier for delivery of media or reports to and
               from Financial Institution.                                   [*]

          b.   If U.S. mail is used, all postage costs are borne by
               Financial Institution.                                        [*]

     21.2 POSTAGE. Includes all first class postage associated with mailing
          of plastics, statements, notices or other mailings requested by
          Financial Institution.                                             [*]

     21.3 POSTAGE PRE-SORT REBATE. (Qualifying Items)                        [*]

          This is a rebate to Financial Institution for current first class
          rate For qualifying statements, as identified by Certegy.

     21.4 ELECTRONIC WARNING BULLETIN LISTINGS. Includes:                    [*]

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

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

     21.5 RETRIEVALS FROM MASTERCARD OR VISA OR LOCAL TO LOCAL.

          Both MasterCard and VISA rules require the processor to provide copies
          of original and microfilmed transactions. The cost of producing the
          copies is covered by a fee schedule. Certegy's fees for performing
          those tasks will be in conformity with the currently published
          schedule. Currently,



             Original   COPY   Electronic/Facsimile
             --------   ----   --------------------
                      
VISA            [*]      [*]            [*]
MasterCard      [*]      [*]            [*]


     21.6 OTHER MASTERCARD AND VISA FEES, ASSESSMENTS AND OTHER SERVICES.

          Financial Institution shall be responsible for all MasterCard, VISA
          and/or regional/national network fees, dues and assessments related to
          the cardholder service provided to the card issuing members (e.g.,
          "Please Call" fees).

     21.7 MERCHANTS DISCOUNT ON CREDIT CARD/DEBIT CARD TRANSFER OF VALUE     [*]
          LOADS.

          Financial institution shall be responsible for paying market rate
          merchants discount (including outbound interchange) on all value
          load transfers processed using a cardholder's credit or debit
          card.

     21.8 ACH RETURNS.                                                       [*]

          Bank and processor charges for handling and posting NSF or
          otherwise returned ACH value load transactions.

     21.9 ULTRA GRAPHICS LOGO SETUP FEE FOR PLASTICS EMBOSSING.

          a.   Camera Ready Artwork                                          [*]

          b.   Non-camera ready artwork                                      [*]


Schedule J                                                           Page 4 of 4



                         CERTEGY CARD SERVICES, INC.

                             ICBA BANCARD, INC.

                       2003 RENEWAL SERVICE AGREEMENT

                                 SCHEDULE K

               FULL SERVICE CREDIT CARD PROCESSING ON BASE2000
                              SERVICES AND FEES

                          EFFECTIVE JANUARY 1, 2004

                                                                  (CERTEGY LOGO)



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE K
        SERVICE AND FEES FOR FULL SERVICE BASE2000 CREDIT CARD PROCESSING
                            EFFECTIVE JANUARY 1, 2004

1.   PLASTICS.

     1.1  EMBOSSING. (excluding plastic and postage/delivery) Includes:      [*]

          a.   Embossing and encoding of plastic                             [*]

          b.   Card Carrier                                                  [*]

          c.   Envelope                                                      [*]

          d.   Inserting of plastic                                          [*]

          e.   Inserts with card carriers                                    [*]

               -    One time set-up fee                                      [*]

               -    One time additional set-up fee per card type             [*]

               -    Insert set-up fee (daily per set-up)                     [*]

               -    Per insert                                               [*]

*    per card type if different inserts are used per type                    [*]

**   fee applies to number of inserts greater than 2 (no charge for first
     two)                                                                    [*]

     1.2  PIN GENERATION - REGULAR. (excluding postage/delivery) Includes:

          a.   Generation of Personal Identification Number ("PIN")          [*]

          b.   PIN Mailer                                                    [*]

     1.3  IVR PIN CUSTOMIZATION. Per IVR call.                               [*]

     1.4  SPECIAL REQUESTS. (excluding plastics and postage/delivery)
          Includes:                                                          [*]

          a.   All items listed under "Embossing"

          b.   Receipt and handling of request

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

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

          [*]

2.   MASTER FILE MAINTENANCE.

     2.1  NEW ACCOUNTS. On-Line data capture of all new account information  [*]

     2.2  FILE CHANGES. On-line data capture of all changes to the           [*]
          cardholder accounts


Schedule K                                                           Page 1 of 7



                         CERTEGY CARD SERVICES, INC.
                             ICBA BANCARD, INC.
                       2003 RENEWAL SERVICE AGREEMENT
                                 SCHEDULE K
      SERVICE AND FEES FOR FULL SERVICE BASE2000 CREDIT CARD PROCESSING
                          EFFECTIVE JANUARY 1, 2004

     2.3  RECORD RETENTION. Computer storage during all or any portion of a
          month of each credit card account issued by Financial Institution
          (including charged-off accounts) that appear on Financial
          Institution's master file maintained by Certegy, as well as the
          capturing of all transactions and reports and their retention for
          seven (7) years.

          [*]

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

          a.   All items under "file changes"

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

          c.   Temporary credit increases

3.   CUSTOMER SERVICE.

     3.1  TOLL-FREE CUSTOMER SERVICE ACCESS. (Optional Service) Provides for [*]
          printing of toll-free phone number on Financial Institution's
          statement and access to customer service via toll-fee phone
          number. This fee applies to all accounts on file.

     3.2  HIGH-VOLUME CARD CUSTOMER SERVICE FEE. (Optional Service)          [*]

          This fee will apply to any card program targeted to a customer
          segment that generates a high volume of customer service calls.
          (i.e. secured cards, sub-prime or any high fee/low credit line
          program)

     3.3  PREMIUM CUSTOMER SERVICE. [*]

          [*]

     3.4  VIP CUSTOMER SERVICE. [*]

          [*]

4.   COMPUTER PRINTOUTS.

     4.1  NOTICES AND LETTERS. Includes                                      [*]

          a.   Printing of notice or letter, including post mailers

          b.   All forms


Schedule K                                                           Page 2 of 7



                         CERTEGY CARD SERVICES, INC.
                             ICBA BANCARD, INC.
                       2003 RENEWAL SERVICE AGREEMENT
                                 SCHEDULE K
      SERVICE AND FEES FOR FULL SERVICE BASE2000 CREDIT CARD PROCESSING
                          EFFECTIVE JANUARY 1, 2004

     4.2  ADDITIONAL NOTICE/LETTER PAGES. Applies to each printed
          notice/letter page after the first page of multiple page letters
          and notices.                                                       [*]

5.   AUTHORIZATION FEE. Applies to each authorization request.

6.   TRANSACTION POSTING FEE.

     a.   Certegy provides customerservice functions.

     b.   Charge applicable to sales/purchases, returns, cash advances and
          payments (including lockbox services).

          [*]

7.   TRANSACTION LEVEL PROCESSING. Includes use and maintenance of multiple
     billing plans at the account level

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

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

          [*]

8.   PAYMENTS. Includes ACH & remote entry payment only; all other payments  [*]
     processed by Certegy are billed under the transaction posting fee.
     Certegy manages ACH files, rejected items, processing and posting of
     payments.

9.   PREMIER STATEMENTS PREPARATION.

     9.1  STATEMENT PREPARATION AND HANDLING. Includes:                      [*]

          a.   Preparation of cardholder statements monthly

          b.   All forms and envelopes for statements

          c.   Printing of first page

          d.   Inserting and handling of statements

          e.   Customization fee (including addition of logo's)              [*]


Schedule K                                                           Page 3 of 7



                         CERTEGY CARD SERVICES, INC.
                             ICBA BANCARD, INC.
                       2003 RENEWAL SERVICE AGREEMENT
                                 SCHEDULE K
      SERVICE AND FEES FOR FULL SERVICE BASE2000 CREDIT CARD PROCESSING
                          EFFECTIVE JANUARY 1, 2004

     9.2  ADDITIONAL STATEMENT PAGES. Applies to each printed statement page [*]
          after the first page of multiple page cardholder statements.

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

11.  MESSAGES FOR STATEMENTS. (per Financial Institution) Includes:

     a.   Automatic messages (all Financial Institutions)                    [*]

     b.   Customized messages                                                [*]

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

13.  AUDIT CONFIRMATIONS. (excluding postage) Includes:

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

     b.   Per account confirmation                                           [*]

*    Per Financial Institution per audit request

14.  STANDARD TAPE AND NAME/ADDRESS LABELS.                                  [*]

15.  CREDIT BUREAU REPORTING. (Per month per Financial Institution per       [*]
     Credit Bureau) Includes creating tape and forwarding to the Credit
     Bureau designated by Financial Institution.

16.  SPECIAL SERVICES.                                                       [*]

17.  [*]

18.  [*]

19.  [*]

20.  ONE-TIME ON-LINE TERMINAL AND COMMUNICATIONS SET-UP FEE.                [*]

21.  ON-SITE INSTITUTION TRAINING. (at customer's request)                   [*]

22.  SEMINARS. Seminars provided from time to time on a variety of card      [*]
     processing subjects.

23.  ASSOCIATION MANAGEMENT FEES. This fee will apply to each incoming and   [*]
     local-to-local sales purchase, return, and cash advance.


Schedule K                                                           Page 4 of 7



                         CERTEGY CARD SERVICES, INC.
                             ICBA BANCARD, INC.
                       2003 RENEWAL SERVICE AGREEMENT
                                 SCHEDULE K
      SERVICE AND FEES FOR FULL SERVICE BASE2000 CREDIT CARD PROCESSING
                          EFFECTIVE JANUARY 1, 2004

24.  SERVICE VIEW(TM). On-line graphical user interface to bankcard system.  [*]

25.  ON-LINE COLLECTION SYSTEM.                                              [*]

     25.1 MONTHLY SERVICE CHARGE. Provides interface with Collection         [*]
          Management System.

     25.2 COLLECTOR VIEW(TM). On-line graphical user interface to collection [*]
          system.

     25.3 RECORD RETENTION. Per account per month fee on the Collection      [*]
          Management System (Financial Institution parameter driven).

     25.4 PER ACCOUNT ACCESS FEE. Per inquiry into the On-line Collection    [*]
          system.

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

     26.1 ON-LINE COLLECTION SYSTEM LETTERS. Includes:                       [*]

          a.   Standard letter services                                      [*]

          b.   Customer letter services                                      [*]

          c.   Printing first page of letters                                [*]

          d.   All forms                                                     [*]

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

27.  INTERFACE TO THIRD PARTY PROCESSORS. Providing a daily transmission of
     cardholder data to the Financial Institution or the Financial
     Institution's authorized processor.

     27.1 SIGN-UP FEE.

          a.   Direct Connection to Certegy                                  [*]

          b.   Connection through processor                                  [*]

     27.2 MONTHLY MAINTENANCE FEE.                                           [*]

          a.   Direct Connection to Certegy                                  [*]

          b.   Connection through processor                                  [*]

     27.3 TRANSACTION FEE. Assessed on each posted transaction.

          [*]


Schedule K                                                           Page 5 of 7



                         CERTEGY CARD SERVICES, INC.
                             ICBA BANCARD, INC.
                       2003 RENEWAL SERVICE AGREEMENT
                                 SCHEDULE K
      SERVICE AND FEES FOR FULL SERVICE BASE2000 CREDIT CARD PROCESSING
                          EFFECTIVE JANUARY 1, 2004

28.  MyCardStatement.com. (Optional Service) MyCardStatement.com is a
     service that provides cardholders access to their credit card
     information via the Internet. Cardholder functionality includes the
     ability to view account balance, transaction and historical statement
     information and to pay their monthly credit card invoice online

     [*]

29.  VERIFIED BY VISA AND/OR MASTERCARD SECURECODE.

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

     a.   Visa issuer credit program fee                                     [*]

     b.   MasterCard issuer credit program fee                               [*]

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

     d.   Authentication request (per request)                               [*]

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

     a.   Falcon(R)

     b.   TRIAD

3.1. READI-REVIEW(SM) PLUS. (Optional Service)                               [*]

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

32.  E-REPORTS.

     [*]


Schedule K                                                           Page 6 of 7


                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE K
        SERVICE AND FEES FOR FULL SERVICE BASE2000 CREDIT CARD PROCESSING
                            EFFECTIVE JANUARY 1, 2004

33.  MANUALS / CD-ROM. Annual Subscription.                                  [*]

34.  EXTENDED ON-LINE STATEMENT HISTORY. (Optional Service) Provides on-line
     statement history viewing. Fee is per account per month

     a.   [*]

     b.   [*]

     c.   [*]

35.  FRAME RELAY.                                                            [*]

36.  PASS THROUGH FEE ITEMS. (Note: Pass Through Fee Items are not included in
     monthly minimum totals) All fees and fee increases incurred by Certegy for
     the items listed below shall be passed on to Institution.

     36.1 COURIER. Includes:

          a.   All cost of courier for delivery of media or reports to and
               from Financial Institution.                                   [*]

          b.   If U.S. mail is used, all postage costs are borne by Financial
               Institution.                                                  [*]

     36.2 POSTAGE. Includes all first class postage associated with mailing of
          plastics, statements, notices or other mailings requested by Financial
          Institution.                                                       [*]

     36.3 POSTAGE PRE-SORT REBATE. (Qualifying Items)                        [*]
          This is a rebate to Financial Institution for current first class rate
          for qualifying statements, as identified by Certegy.

     36.4 ELECTRONIC WARNING BULLETIN LISTINGS. Includes:                    [*]

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

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

     36.5 RETRIEVALS FROM MASTERCARD OR VISA OR LOCAL TO LOCAL. Both MasterCard
          and VISA rules require the processor to provide copies of original and
          microfilmed transactions. The cost of producing the copies is covered
          by a fee schedule. Certegy's fees for performing those tasks will be
          in conformity with the currently published schedule. Currently,



             Original   COPY   Electronic/Facsimile
             --------   ----   --------------------
                      
VISA            [*]      [*]            [*]
MasterCard      [*]      [*]            [*]


     36.6 OTHER MASTERCARD AND VISA FEES, ASSESSMENTS AND OTHER SERVICES.
          Financial Institution shall be responsible for all MasterCard and VISA
          fees, dues and assessments related to the cardholder service provided
          to the card-issuing members (e.g., "Please Call" fees).

     36.7 ULTRA GRAPHICS LOGO SETUP FEE FOR PLASTIC EMBOSSING.

          a.   Camera Ready Artwork                                          [*]

          b.   Non-camera ready artwork                                      [*]


Schedule K                                                           Page 7 of 7



                          CERTEGY CARD SERVICES, INC.

                                  ICBA BANCARD

                         2003 RENEWAL SERVICE AGREEMENT

                                   SCHEDULE L

     SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS

                           EFFECTIVE JANUARY 1, 2004

                                                                  (CERTEGY LOGO)



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE L
      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                            EFFECTIVE JANUARY 1, 2004

1.   PLASTICS.

     1.1  EMBOSSING, (excluding plastic and postage/delivery) Includes:      [*]

          a.   Embossing and encoding of plastic                             [*]

          b.   Card Carrier                                                  [*]

          c.   Envelope                                                      [*]

          d.   Inserting of plastic                                          [*]

          e.   Inserts with card carriers                                    [*]

               -    One time set-up fee                                      [*]

               -    One time additional set-up fee per card type             [*]

               -    Insert set-up fee (daily per setup)                      [*]

               -    Per insert                                               [*]

*    per card type if different inserts are used per type

**   fee applies to number of inserts greater than 2 (no charge for first two)

     1.2  PIN GENERATION - REGULAR. (excluding postage/delivery) Includes:   [*]

          a.   Generation of Personal Identification Number ("PIN")          [*]

          b.   PIN Mailer                                                    [*]

     1.3  IVR PIN CUSTOMIZATION. Per IVR call.                               [*]

     1.4  SPECIAL REQUESTS. (excluding plastics and postage/delivery)
          Includes:                                                          [*]

          a.   All items listed under "Embossing."

          b.   Receipt and handling of request

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

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

          [*]

2.   MASTER FILE MAINTENANCE.

     2.1  NEW ACCOUNTS. includes:

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


Schedule L                                                           Page 1 of 9



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE L
      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                            EFFECTIVE JANUARY 1, 2004

     2.2  FILE CHANGES. Includes:

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

     2.3  RECORD RETENTION. Computer storage during all or any portion of a
          month of each credit card account issued by Financial Institution
          (including charged-off accounts) that appears on Financial
          Institution's master file maintained by Certegy, as well as capturing
          all transactions and reports [*]

          [*]

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

          a.   All items under "file changes"

          b.   "Walk-Through" of change to insure immediate input

          c.   Temporary credit increases

3.   COMPUTER PRINTOUTS.

     3.1  NOTICES AND LETTERS. Includes:                                     [*]

          a.   Printing of notice and letters, including post mailers

          b.   All forms

     3.2  ADDITIONAL NOTICE/LETTER PAGES. Applies to each printed notice/letter
          page after the $0.04 first page of multiple page letters and notices.

4.   AUTHORIZATION FEE. Applies to each authorization request.               [*]

5.   TRANSACTION POSTING FEE.
     Charge applicable to sales purchases, returns, cash advances and payments
     (including lockbox services).
     [*]


Schedule L                                                           Page 2 of 9



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE L
      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                           EFFECTIVE JANUARY 1, 2004

6.   TRANSACTION LEVEL PROCESSING. Includes use and maintenance of multiple
     billing plans at the account level

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

     b.   Posting (applies only to transitions that qualify for a transaction
          level pricing plan)
          [*]

7.   PAYMENTS. Includes ACH & remote entry payment only; all other payments
     processed by Certegy are billed under the transaction posting fee. Certegy
     manages ACH files, rejected items, processing and posting of payments   [*]

8.   PREMIER STATEMENT PREPARATION.

     8.1  STATEMENT PREPARATION AND HANDLING Includes:                       [*]

          a.   Preparation of cardholder statements monthly

          b.   All forms and envelopes for statements

          c.   Inserting and handling statements                             [*]

          d.   Customization fee (including addition of logo's)              [*]

     8.2  ADDITIONAL STATEMENT PAGES. Applies to each printed statement page
          after the first page of multiple page cardholder statements.       [*]

9.   SPECIAL STUFFERS FOR STATEMENTS.                                        [*]

     Includes physical stuffing of additional promotional pieces in with the
     monthly statement

10.  MESSAGES FOR STATEMENTS. (per Financial Institution) Includes:

     a.   Automatic messages (all Financial Institutions)                    [*]

     b.   Customized messages                                                [*]

11.  LOST/STOLEN CARD STATUSING.                                             [*]

     Includes Certegy taking call and statusing account                      [*]

12.  AUDIT CONFIRMATIONS. (excluding Postage) Includes:

     a.   Preparing and mailing audit confirmations upon written request
          (Per Financial Institution per audit request.)                     [*]

     b.   Per account confirmation                                           [*]


Schedule L                                                           Page 3 of 9



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE L
      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                            EFFECTIVE JANUARY 1, 2004

13.  STANDARD TAPE AND NAME/ADDRESS LABELS.                                  [*]

14.  CREDIT BUREAU REPORTING. (Per month per Financial Institution per Credit
     Bureau) Includes creating tape and forwarding to the Credit Bureau
     designated by Financial Institution                                     [*]

15.  SPECIAL SERVICES. Includes additional feature/functionality associated with
     the products and enhancements.                                          [*]

16.  [*]

17.  [*]

18.  [*]

19.  ONE-TIME ON-LINE TERMINAL AND COMMUNICATION SET-UP FEE.                 [*]

20.  ON-SITE INSTITUTION TRAINING. (at customer's request)                   [*]

21.  SEMINARS. Seminars provided from time to time on a variety of card
     processing subjects.                                                    [*]

22.  SERVICEVIEW(TM). On-line graphical user interface to the bankcard
     system.                                                                 [*]

23.  ON-LINE COLLECTION SYSTEM.

     23.1 MONTHLY SERVICE CHARGE. Provides interface with the Collection
          Management System.                                                 [*]

     23.2 COLLECTORVIEW(TM). On-line graphical user interface to the
          Collection Management System.                                      [*]

     23.3 RECORD RETENTION. Per account per month fee on the Collection
          Management System (Financial Institution parameter driven)         [*]

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

24.  ON-LINE COLLECTION SYSTEM LETTERS. (excludes postage/delivery)
     Includes:

     24.1 ON-LINE COLLECTION SYSTEM LETTERS. Includes:                       [*]

          a.   Standard letter services

          b.   Customer letter services

          c.   Printing first page of letters

          d.   All forms


Schedule L                                                           Page 4 of 9


                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE L
      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                            EFFECTIVE JANUARY 1, 2004

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

25.  INTERFACE TO THIRD PARTY PROCESSORS. Providing a daily transmission of
     cardholder data to the Financial Institution or the Financial
     Institution's authorized processor.

     25.1 SIGN-UP FEE.

          a.   Direct Connection to Certegy                                  [*]

          b.   Connection through processor                                  [*]

     25.2 MONTHLY MAINTENANCE FEE.                                           [*]

          a.   Direct Connection to Certegy                                  [*]

          b.   Connection through processor                                  [*]

     25.3 TRANSACTION FEE. Assessed on each posted transaction

          [*]

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

     26.1 CUSTOMER ENTERED CHARGEBACK OR RETRIEVAL VIA ONLINE ENTRY.         [*]

     26.2 CERTEGY ENTERED CHARGEBACK OR RETRIEVAL.                           [*]

     26.3 CERTEGY BASIC BILLING ERROR SERVICES

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

          [*]

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

          [*]


Schedule L                                                           Page 5 of 9



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                   SCHEDULE L
      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                            EFFECTIVE JANUARY 1, 2004

          [*]

     26.5 CERTEGY FRAUD SERVICES                                             [*]

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

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

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

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

     27.3 TOLL-FREE CUSTOMER SERVICE ACCESS.

          Provides for printing of toll-free phone number on Financial
          Institution's statement and access to after hours customer service
          via toll-free phone number. This fee applies to all accounts on
          file.                                                              [*]

     27.4 PREMIUM CUSTOMER SERVICE.

          [*]

     27.5 VIP CUSTOMER SERVICE.

          [*]

28.  E-REPORTS Includes:

     [*]


Schedule L                                                           Page 6 of 9



                         CERTEGY CARD SERVICES, INC.
                             ICBA BANCARD, INC.
                       2003 RENEWAL SERVICE AGREEMENT
                                 SCHEDULE L
    SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                          EFFECTIVE JANUARY 1, 2004

29.  MYCARDSTATEMENT.COM. (Optional Service) MyCardStatement.com is a
     service that provides cardholders access to their credit card
     information via the Internet. Cardholder functionally includes the
     ability to view account balance, transaction and historical statement
     information and to pay their monthly credit card invoice online.

     [*]

30.  VERIFIED BY VISA AND/OR MASTERCARD SECURECODE.

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

     a.   Visa issuer credit program fee                                     [*]

     b.   MasterCard issuer credit program fee                               [*]

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

     d.   Authentication request (per request)                               [*]

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

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

     [*]                                                                     [*]

32.  FRAME RELAY.                                                            [*]

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


Schedule L                                                           Page 7 of 9


                         CERTEGY CARD SERVICES, INC.
                             ICBA BANCARD, INC.
                       2003 RENEWAL SERVICE AGREEMENT
                                 SCHEDULE L
    SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                          EFFECTIVE JANUARY 1, 2004

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

          a.   Falcon(R)

          b.   TRIAD

35.  MANUALS / CD-ROM. Annual Subscription                                   [*]

36.  DISPUTE MANAGEMENT SYSTEM.

     a.   A one-time Implementation Fee of $750.00, plus the following fee
          per dispute, chargeback or retrieval:

          [*]

     b.   Web Access:                                                        [*]

          One time set up per terminal                                       [*]

          Per terminal per month                                             [*]

37.  PASS THROUGH FEE ITEMS. (Note: Pass Through Fee Items is not included
     in monthly minimum totals.) All fees and fee increases incurred by
     Certegy for the items listed below shall be passed on to the
     Institution.

     37.1 COURIER. Includes:                                                 [*]

     a.   All cost of courier for delivery of media or reports to and from
          Financial Institution

     b.   If U.S. Mail is used, all postage costs are borne by Financial
          Institution.

     37.2 POSTAGE.                                                           [*]

          Includes all first class postage associated with mailing of
          plastics, statements, notices or other mailings requested by
          Financial Institution.

     37.3 POSTAGE PRE-SORT REBATE. (Qualifying Items)                        [*]

          This is a rebate to Financial Institution for current first class
          rate for Qualifying statements, as identified by Certegy.

     37.4 ELECTRONIC WARNING BULLETIN LISTINGS. Includes:                    [*]

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

          b.   Charges for listing in the printed Warning Bulletin for
               regions outside the U.S.

     37.5 RETRIEVALS FROM MASTERCARD OR VISA OR LOCAL TO LOCAL.

          Both MasterCard and VISA rules require the processor to provide
          copies of original and microfilmed transactions. The cost of
          producing the copies is covered by a fee schedule. Certegy's fees
          for performing those tasks will be in conformity with the
          currently published schedule. Currently,




             Original   Copy   Electronic/Facsimile
             --------   ----   --------------------
                      
VISA            [*]      [*]            [*]
MasterCard      [*]      [*]            [*]



Schedule L                                                           page 8 of 9



                         CERTEGY CARD SERVICES, INC.
                             ICBA BANCARD, INC.
                       2003 RENEWAL SERVICE AGREEMENT
                                 SCHEDULE L
    SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                          EFFECTIVE JANUARY 1, 2004

     37.6 OTHER MASTERCARD AND VISA FEES. ASSESSMENTS AND OTHER SERVICES.

          Financial Institution shall be responsible for all MasterCard and
          VISA fees, dues and assessments related to the cardholder service
          provided to the card issuing members (e.g., "Please Call" fees).

     37.7 ULTRAGRAPHICS LOGO SETUP FEE FOR PLASTICS EMBOSSING.

          a.   Camera Ready Artwork                                          [*]

          b.   Non-camera ready artwork                                      [*]


Schedule L                                                           Page 9 of 9




                         CERTEGY CARD SERVICES, INC.

                             ICBA BANCARD, INC.

                       2003 RENEWAL SERVICE AGREEMENT

                                  EXHIBIT 2

                          QUALITY CONTROL STANDARDS

                          EFFECTIVE JANUARY 1, 2004

                                                              (CERTEGY LOGO)


                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                            QUALITY CONTROL STANDARDS

STANDARDS AND DEFINITIONS -- CUSTOMER SERVICE AND PRODUCTION

SERVICE AREA                                                             CSP # 1

Customer Service Phone



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Average Speed of Answer                                         [*]        [*]


DEFINITION

Total delay time in seconds is gathered from a system generated phone report.
The total time for the service hours is then divided by the total number of
calls received for the day, resulting in an average delay time per call.

SERVICE AREA                                                             CSP # 2

Customer Service Phone



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Calls Not Experiencing Busy                                     [*]        [*]


DEFINITION

The volume data is taken from a system generated phone report. To determine the
percentage of busy calls, the total forced busy is divided by actual calls
received. Actual calls received equals calls answered plus abandoned plus busy
calls

SERVICE AREA                                                             CSP # 3

Customer Service Phone



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Card Activation System Availability                             [*]        [*]


DEFINITION

Card activation shall be available 99% of the time. This standard covers both
credit and debit card activation.

SERVICE AREA                                                             L/S # 1

Lost Stolen



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Average Speed of Answer                                         [*]        [*]


DEFINITION

Total delay time in seconds is gathered from a system generated phone report.
[*]


                                                                  (CERTEGY LOGO)


Exhibit 2                                                                      1



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                            QUALITY CONTROL STANDARDS

SERVICE AREA                                                             L/S # 2

Lost Stolen



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Calls Not Experiencing Busy                                     [*]        [*]


DEFINITION

The volume data is taken from a system generated phone report. To determine the
percentage of busy calls, the total forced busy is divided by actual calls
received. Actual calls received equals calls answered plus abandoned plus busy
calls

SERVICE AREA                                                             CSW # 1

Customer Service Written



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Inquiry Resolved / CH Notified[*]                               [*]        [*]


DEFINITION

Incoming items are date stamped and tracked from date received. Retrievals,
chargebacks, billing information, payment inquiries and follow-up data requested
by CCS are all included in this standard.

SERVICE AREA                                                             CSW # 2

Customer Service Written



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Dispute Accuracy Rate                                           [*]        [*]


DEFINITION

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

Calculation:

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

SERVICE AREA                                                             FRD # 1

Fraud



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Fraud files Closed[*]                                           [*]        [*]


DEFINITION

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

                                                                  (CERTEGY LOGO)


Exhibit 2                                                                      2



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                           QUALITY CONTROL STANDARDS

SERVICE AREA                                                           CISSU # 1

Card Issuance



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
New Accounts Timeliness                                         [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                           CISSU # 2

Card Issuance



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Reissue Cards Mailed[*]                                         [*]        [*]

DEFINITION

[*] Total items received for the reissue are determined by information provided
on a monthly data tape. The reissue cards are tracked according to relative
month and date mailed within that month. [*]

SERVICE AREA                                                           PMAIL # 1

Production Mail




NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Statements Mailed[*]                                            [*]        [*]


DEFINITION

Statements are tracked according to their cycle; therefore, the achievement of
the standard is determined by counting from the first business day after the
cycle drop date through the actual business date when the statements are mailed.
(excluding weekends)

SERVICE AREA                                                             PMT # 1

Payments



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Process Same Day[*]                                             [*]        [*]


DEFINITION

As daily mail is received from the U.S. Postal Service it is divided into
batches according to weight. These batches are groups of payments that will stay
together and be reconciled throughout the payment process. Date and time
received are indicated on the batches. As items are posted, the time is
documented and determines the achievement of the standard when compared to the
time/date received.


                                                                  (CERTEGY LOGO)


Exhibit 2                                                                      3


                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                            QUALITY CONTROL STANDARDS

SERVICE AREA                                                             PMT # 2

Payments



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Process Next Day[*]                                             [*]        [*]


DEFINITION

As daily mail is received from the U.S. Postal Service it is divided into
batches according to weight. These batches are groups of payments that will stay
together and be reconciled throughout the payment process. Date and time
received are indicated on the batches. As items are posted, the time is
documented and determines the achievement of the standard when compared to the
time/date received.

SERVICE AREA                                                             PMT # 3

Payments



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Exceptions Processed[*]                                         [*]        [*]


DEFINITION

Items are tracked and measured the same as regular payments. Exception payments
are anything other than a standard size check and statement header sent in the
standard return envelope supplied by CCS. Missing Acct #'s are researched by
name and address on checks or payment media when no match can be found, Certegy
is dependent upon the cardholder contacting Customer Service and Certegy cannot
be held accountable for processing in a timely fashion.

SERVICE AREA                                                             PMT # 4

Payments



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Exceptions Processed[*]                                         [*]        [*]


DEFINITION

Items are tracked and measured the same as regular payments. Exception payments
are anything other than a standard size check and statement header sent in the
standard return envelope supplied by CCS. Missing Acct #'s are researched by
name and address on checks or payment media when no match can be found, Certegy
is dependent upon the cardholder contacting Customer Service and Certegy cannot
be held accountable for processing in a timely fashion.


                                                                  (CERTEGY LOGO)


Exhibit 2                                                                      4



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                            QUALITY CONTROL STANDARDS

SERVICE AREA                                                             PMT # 5

Payments



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Accuracy Rate - Reg/Excep Payments                              [*]        [*]


DEFINITION

Complaints are received from cardholders via customer service phone reps. The
reps log the details of the complaint. The information is gathered and the
number of complaints is compared to total number of regular and exception
payments processed.

SERVICE AREA                                                             REL # 1

Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Incoming Calls Returned[*]                                      [*]        [*]


DEFINITION

Messages are tracked from the time they are received by the representative
(includes voice mail). Expired time includes business hours only. [*]

SERVICE AREA                                                             REL # 2

Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Incoming Calls Returned[*]                                      [*]        [*]


DEFINITION

Messages are tracked from the time they are received by the representative
(includes voice mail). Expired time includes business hours only. [*]

SERVICE AREA                                                             REL # 3

Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Research Inquiry Resolved[*]                                    [*]        [*]


DEFINITION

Inquiries are tracked from the time they are received by the representative
(includes voice mail). Excluding weekends and holidays. The inquiries are
considered resolved when:

     -    Rep provides resolution to inquirer

     -    Rep leaves a message with information or requests inquirer to contact
          rep

The exception is if additional information is required to obtain the resolution,
in this case the Ren must contact the inquirer within the defined timeframe. [*]


                                                                  (CERTEGY LOGO)


Exhibit 2                                                                      5



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                            QUALITY CONTROL STANDARDS

SERVICE AREA                                                             REL # 4

Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Research Inquiry Resolved[*]                                    [*]        [*]


DEFINITION

Inquiries are tracked from the time they are received by the representative
(includes voice mail). Excluding weekends and holidays. The inquiries are
considered resolved when:

     -    Rep provides resolution to inquirer

     -    Rep leaves a message with information or requests inquirer to contact
          rep

The exception is if additional information is required to obtain the resolution,
in this case the Rep must contact the inquirer within the defined timeframe. [*]

SERVICE AREA                                                             REL # 5

Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Representative Calls To Institution                             [*]        [*]


DEFINITION

Reps will initiate calls once a month to their assigned banks who have not
called Bank Relations during the month. The objective is to assist in the
monitoring of potential institution problems. The Call Tracking System will
generate a report identifying those institutions needing to be contacted.

SERVICE AREA                                                             CDS # 1

CardSource



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Help Desk Staffed To Receive Calls                              [*]        [*]


Definition

[*]

SERVICE AREA                                                             CDS # 2

CardSource



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
CCS Responds To Institutions[*]                                 [*]        [*]


DEFINITION

Messages are tracked from the time they are taken.[*]

                                                                  (CERTEGY LOGO)


Exhibit 2                                                                      6


                          CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                            QUALITY CONTROL STANDARDS

SERVICE AREA                                                            ERPT # 1

E-Reports



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
E-Reports Availability[*]                                       [*]        [*]


DEFINITION.

[*]

SERVICE AREA                                                            ERPT # 2

E-Reports



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
E-Reports Availability[*]                                       [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                            ERPT # 3

E-Reports



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Month End Reports[*]                                            [*]        [*]


DEFINITION

Monthly reports are provided through E-Reports the following month. [*]

SERVICE AREA                                                            ERPT # 4

E-Repotfs



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
MONTH END REPORTS[*]                                            [*]        [*]


DEFINITION

Monthly report ate pmvided through E-Rennrts the following month. [*]

                                                                  (CERTEGY LOGO)


Exhibit 2                                                                      7



                          CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                            QUALITY CONTROL STANDARDS

SERVICE AREA                                                            ERPT # 5

E-Reports



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Executive Reports Mailed[*]                                     [*]        [*]


DEFINITION

Executive reports are provided through E-Reports the following month. [*]


                                                                  (CERTEGY LOGO)


Exhibit 2                                                                      8



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                            QUALITY CONTROL STANDARDS

STANDARDS AND DEFINITIONS --DEBIT CARD

SERVICE AREA                                                           DEBIT # 1

Debit - Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Relations Request Resolved[*]                                   [*]        [*]


DEFINITION

Inquiries are tracked from the time they are received by the representative
(includes voice mail). Excluding weekends and holidays. The inquiries are
considered resolved when:

     -    Rep provides resolution to inquirer

     -    Rep leaves a message with, information or requests inquirer to contact
          rep

The exception is if additional information is required to obtain the resolution,
in this case the Ren must contact the inquirer within the defined timeframe. [*]

SERVICE AREA                                                           DEBIT # 2

Debit - Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Relations Request Resolved[*]                                   [*]        [*]


DEFINITION

Inquiries are tracked from the time they are received by the representative
(includes voice mail). Excluding weekends and holidays. The inquiries are
considered resolved when:

     -    Rep provides resolution to inquirer

     -    Rep leaves a message with information or requests inquirer to contact
          rep

The exception is if additional information is required to obtain the resolution,
in this case the Rep must contact the inquirer within the defined timeframe. [*]

SERVICE AREA                                                           DEBIT # 3

Debit - Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
REL DPT Incoming Calls Returned[*]                              [*]        [*]


DEFINITION

Messages are tracked from the time they are received. Expired time includes
business hours only. [*]

                                                                  (CERTEGY LOGO)


Exhibit 2                                                                      9



                          CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                          QUALITY CONTROL STANDARDS

SERVICE AREA                                                           DEBIT # 4

Debit - Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
REL DPT Incoming Calls Returned[*]                              [*]        [*]


DEFINITION

Messages are tracked from the time they are received. Expired time includes
business hours only. [*]

                                                                  (CERTEGY LOGO)


Exhibit 2                                                                     10


                         CERTEGY CARD SERVICES, INC.
                             ICBA BANCARD, INC.
                       2003 RENEWAL SERVICE AGREEMENT
                                  EXHIBIT 2
                          QUALITY CONTROL STANDARDS

STANDARDS AND DEFINITIONS -TECHNOLOGY CREDIT & DEBIT

SERVICE AREA                                                           SYSAD # 1

System Administration



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Accuracy Rate - Parameter File CHGS                             [*]        [*]


DEFINITION

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

SERVICE AREA                                                            TECH # 1

Technology - Credit



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Online System Availability                                      [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                            TECH # 2

Technology - Credit



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Transmissions from TBS to CardSource Users                      [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                            TECH # 3

Technology - Credit



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
TBS Authorization System                                        [*]        [*]


DEFINITION

[*]

                                                                  (CERTEGY LOGO)


Exhibit 2                                                                     11



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                            QUALITY CONTROL STANDARDS

SERVICE AREA                                                            TECH # 4

Technology -Debit



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Debit Authorizations Completed                                  [*]        [*]


DEFINATION

[*]

SERVICE AREA                                                            TECH # 5

Technology - Debit



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Debit CTF Completed [*]                                         [*]        [*]


DEFINITION

[*]

                                                                  (CERTEGY LOGO)


Exhibit 2                                                                     12



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                            QUALITY CONTROL STANDARDS

STANDARDS AND DEFINITIONS - E-BANKING

SERVICE AREA                                                            EBK # 1

E-Banking



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
E-Banking System Availability                                   [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                            EBK # 2

E-Banking



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Hourly Transaction Processing                                   [*]        [*]


DEFINITION

Certegy's E-Banking system shall process specific transactions (wires, stop
payments, ACH transactions) on the mark of every hour, 24x7, with exception of
scheduled maintenance times and during management report processing.

SERVICE AREA                                                            EBK # 3

E-Banking



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Daily Transaction Processing                                    [*]        [*]


DEFINITION

Certegy's E-Banking system shall process transactions on a daily basis providing
updates twice a day to the institution at a mutually agreed upon time. [*]

SERVICE AREA                                                            EBK # 4

E-Banking



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Load Processing                                                 [*]        [*]


DEFINITION

[*]

                                                                  (CERTEGY LOGO)


Exhibit 2                                                                     13



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                            QUALITY CONTROL STANDARDS

SERVICE AREA                                                           EBK # 5

E-Banking



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Availability of Transactional Reports                           [*]        [*]


DEFINITION

Certegy's E-Banking system shall process transactional reports on a daily basis
providing updates twice a day to the institution at a mutually agreed upon time.
[*]

SERVICE AREA                                                            EBK #6

E-Banking



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Availability of Management Reports                              [*]        [*]


DEFINITION

[*]

                                                                  (CERTEGY LOGO)


Exhibit 2                                                                     14


                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                            QUALITY CONTROL STANDARDS

STANDARDS AND DEFINITIONS -- MERCHANT

SERVICE AREA                                                             MER # 1

Merchant - Authorizations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Auth Calls Not Experiencing Busy                                [*]        [*]


DEFINITION

The volume data is taken from a system generated phone report. To determine the
percentage of busy calls, the total forced busy is divided by actual calls
received. Actual calls received equals calls answered plus abandoned plus busy
calls

SERVICE AREA                                                             MER # 2

Merchant - Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
New Merchant Processed[*]                                       [*]        [*]


DEFINITION

New merchant account paperwork is tracked from the date received at Certegy. The
completed date as compared to the incoming date is used to determine the
achievement of the standard

SERVICE AREA                                                             MER # 3

Merchant - Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Accuracy Rate - New MER ACCT - VF &NVF                          [*]        [*]


DEFINITION

New account set up issues are received from the institutions via Merchant phone
reps. The reps log the details of the issue. The information is gathered and the
number of complaints is compared to total number of new merchant accounts
processed to obtain a percentage.

SERVICE AREA                                                             MER # 4

Merchant - Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Merchant Maintenances Input[*]                                  [*]        [*]


DEFINITION

Merchant maintenance change requests are tracked from the date received at
Certegy. The completed date as compared to the incoming date is used to
determine the achievement of standard

                                                                  (CERTEGY LOGO)


Exhibit 2                                                                     15



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                            QUALITY CONTROL STANDARDS

SERVICE AREA                                                             MER # 5

Merchant



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Incoming Calls Returned[*]                                      [*]        [*]


DEFINITION

Messages are tracked from the time they are received. Expired time includes
business hours only.

SERVICE AREA                                                             MER # 6

Merchant



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Incoming Calls Returned[*]                                      [*]        [*]


DEFINITION

Messages are tracked from the time they are received. Expired time includes
business hours only.

SERVICE AREA                                                             MER # 7

Merchant Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
All Inquiries Resolved[*]                                       [*]        [*]


DEFINITION

All inquiries are tracked from the time of receipt. Expired time includes
round-the-clock hours, excluding weekends and holidays. The inquiries are
considered resolved when. 1) the rep speaks directly to the inquirer giving the
resolution, 2) a detailed message with the requested information is left for the
inquirer and 3) a brief message is left for the inquirer, requesting that they
contact the rep to obtain the requested information.

SERVICE AREA                                                             MER # 8

Merchant Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Representative Calls To Institution                             [*]        [*]


DEFINITION

Reps will initiate calls once a month to their assigned banks who have not
called Merchant Relations during the month. The objective is to assist in the
monitoring of potential institution problems.

                                                                  (CERTEGY LOGO)


Exhibit 2                                                                     16



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                            QUALITY CONTROL STANDARDS

SERVICE AREA                                                             MER # 9

Merchant Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Accuracy Rate - File CHGS                                       [*]        [*]


DEFINITION

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

SERVICE AREA                                                             D/E # 1

Data Entry



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Sales/CA/ADJ/PMT RCPT PROC[*]                                   [*]        [*]


DEFINITION

Items are date stamped as they are received at CCS. The completed date as
compared to the incoming date is used to determine the achievement of the
standard. [*]

SERVICE AREA                                                             D/E # 2

Data Entry



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Accuracy Rate - Sales/CA/ADJ/PMT RCPT                           [*]        [*]


DEFINITION

Complaints are received from the institutions via Bank and Merchant phone reps.
The reps log the details of the complaint. The information is gathered and the
number of complaints is compared to total number of monetary adjustments
processed to obtain a percentage.


                                                                  (CERTEGY LOGO)


Exhibit 2                                                                     17



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                            QUALITY CONTROL STANDARDS

STANDARDS AND DEFINITIONS --TCM

SERVICE AREA                                                             TCM # 1

TCM



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Applications Processed[*]                                       [*]        [*]


DEFINITION

Total number of processing days it takes to complete an application of credit
and communicate an acceptance (initiate a new account) of the requested credit.
[*]

SERVICE & AREA                                                           TCM # 2

TCM



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Applications Processed[*]                                       [*]        [*]


DEFINITION

Total number of processing days it takes to compete an application of credit and
communicate an acceptance (initiate a new account) of the requested credit. [*]

SERVICE AREA                                                             TCM # 3

TCM



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
New Account Data Entry Accuracy                                 [*]        [*]


DEFINITION

Data entry accuracy is measured by audits of new accounts after set up. All
required field inputs are verified for accuracy and completeness.

SERVICE AREA                                                             TCM # 4

TCM



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Adverse Action Letters Sent[*]                                  [*]        [*]


DEFINITION

Adverse action is the communication of the denial of an application of credit.
The communication is in the form of a letter mailed to the applicant. [*]


                                                                  (CERTEGY LOGO)


Exhibit 2                                                                     18



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                            QUALITY CONTROL STANDARDS

SERVICE AREA                                                             TCM # 5

TCM



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Adverse Action Letters Sent[*]                                  [*]        [*]


DEFINITION

Adverse action is the communication of the denial of an application of credit.
The communication is in the format of a letter mailed to the applicant. [*]

SERVICE AREA                                                             TCM # 6

TCM



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Credit Limit Increase Processing Accuracy                       [*]        [*]


DEFINITION

Verification through audits that credit policy and data entry is accurate and
complete in regard to credit limit increases. All data entry fields are reviewed
for accuracy and completeness.

SERVICE AREA                                                             TCM # 7

TCM



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Credit Limit Increase Processing[*]                             [*]        [*]


DEFINITION

[*] This includes granting the requested additional amount of communication with
an adverse action letter that the request has been denied. Tracking reports
allow monitoring of this item.

SERVICE AREA                                                             TCM # 8

TCM



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Credit Limit Increase Processing[*]                             [*]        [*]


DEFINITION

[*] This includes granting the requested additional amount of communicating with
an adverse action letter that the request has been denied. Tracking reports
allow monitoring of this item.

                                                                  (CERTEGY LOGO)


Exhibit 2                                                                     19



                           CERTEGY CARD SERVICES, INC.
                               ICBA BANCARD, INC.
                         2003 RENEWAL SERVICE AGREEMENT
                                    EXHIBIT 2
                            QUALITY CONTROL STANDARDS

SERVICE AREA                                                             TCM # 9

TCM



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Management Reports Delivered[*]                                 [*]        [*]
[*]


DEFINITION

[*]

SERVICE AREA                                                            TCM # 10

TCM



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Database Delivered[*]                                           [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                            TCM # 11

TCM



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Risk Management Reports                                         [*]        [*]
Delivered[*]


DEFINITION

[*]


                                                                  (CERTEGY LOGO)


Exhibit 2                                                                     20

                                    EXHIBIT 3
            2003 RENEWAL SERVICE AGREEMENT, DATED AS OF JUNE 1, 2003,
           BETWEEN ICBA BANCARD, INC. AND CERTEGY CARD SERVICES, INC.

     FORM OF LETTER TO FINANCIAL INSTITUTIONS OF NON-RENEWAL OR TERMINATION

Intentionally omitted by the parties.

                                                                   Exhibit 10.6

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

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

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

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

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

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

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

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

Services. 1.

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



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

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

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

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

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


                                       2



Fees for the Services. 2.

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

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

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

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

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

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

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


                                       3



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

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

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

3.2 the PCA for the following purposes:

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

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

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

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

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

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

(vii) settlement of all incoming debt transactions; and


                                       4



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

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

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

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

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

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


                                       5



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

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

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

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

Quality Control Standards. 4.

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


                                       6



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

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

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

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

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

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

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

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

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

(5) to enable single point settlement;

(6) to provide a graphical user interface;

(7) to enable seven-day processing, and

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

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


                                       7



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

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

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

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

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

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


                                       8



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

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

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

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


                                       9



Inspection of Records. 7.

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

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

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


                                       10



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

Transmissions. 9.

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

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

Compliance with Laws and regulations. 10.

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


                                       11



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

PATRIOT

Act, and any regulations implementing such acts;

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

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

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

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

(i) the annual percentage rate it charges,

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

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


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

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


                                       12



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

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

Mediation; Arbitration. 13.

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

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

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


                                       13



Termination. 14.

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

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

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

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

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

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

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

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


                                       14



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

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

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

To Certegy: Certegy Card Services, Inc.
11601 Roosevelt Boulevard
St. Petersburg, FL 33716
Attn: President
with a copy to the Certegy law department in St. Petersburg
To CSCU: Card Services for Credit Unions, Inc.
15950 Bay Vista Drive
Suite 170
Clearwater, FL 33760
Attn: President

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

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


                                       15



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

MasterCard/Visa Requirements. 19.

19.1 Use of Trademarks.

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

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

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

19.3 MasterCard Member Service Provider Requirements.

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

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

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

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

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


                                       16



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

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

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

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

22. Exhibits and Schedules. All Exhibits (B, B-1, B-2, C and D) and Schedules
(A, B, C, E, G, J, K, and L) attached to this Agreement are incorporated into
and made a part of this Agreement by this reference.

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

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

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

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


                                       17



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

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

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

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

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

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

CARD SERVICES FOR

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


By: /s/ Lee Kennedy                     By: /s/ Patrick McGrady
    ---------------------------------       ------------------------------------
    Name Lee Kennedy                        Name Patrick McGrady
    Title Chief Executive Officer           Title Chairman


                                       18


              2004 RESTATED CSCU CARD PROCESSING SERVICE AGREEMENT

                                    EXHIBIT B

                     CERTEGY CREDIT UNION SERVICE AGREEMENT

                                                                  (CERTEGY LOGO)



                     CERTEGY CREDIT UNION SERVICE AGREEMENT

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

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

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

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

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

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

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

          (i) [*]

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

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

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

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

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

                                                                  (CERTEGY LOGO)




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

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

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

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

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


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

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

11601 Roosevelt Boulevard               ----------------------------------------
St. Petersburg, FL 33716                Address
727/556-9000
                                        ----------------------------------------
("Certegy")                             City, State and Zip

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

                                                    ("Credit Union")

                                                                  (CERTEGY LOGO)


                                        2



              2004 RESTATED CSCU CARD PROCESSING SERVICE AGREEMENT

                                   EXHIBIT B-1

                     CERTEGY CREDIT UNION SERVICE AGREEMENT



(CERTEGY LOGO)                            CERTEGY CREDIT UNION SERVICE AGREEMENT

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

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

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

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

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

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

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

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

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

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

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




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

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

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

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

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


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

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

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

Type Number And Street                  11601 Roosevelt Blvd
Type City/State/Zip                     St. Petersburg, Florida 33716

Type Telephone                          727-556-9000



              2004 RESTATED CSCU CARD PROCESSING SERVICE AGREEMENT

                                   EXHIBIT B-2

                     CERTEGY CREDIT UNION SERVICE AGREEMENT



(CERTEGY LOGO)                            CERTEGY CREDIT UNION SERVICE AGREEMENT

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

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

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

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

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

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

5. Intentionally left blank.

6. Intentionally left blank.

7. intentionally left blank.

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

9. Compliance.

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


                                        1



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

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

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

10. Indemnification.

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

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

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

11. Confidentiality.

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



                                       2



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

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

13. Inspections and Audits.

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

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

14. Early Termination [*]

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

     [*]


                                        3



[*]

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

[*]

     14.3 [*]

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

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

          [*]

          [*]



                                        4



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

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

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

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

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

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

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

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

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


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

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

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

Type Number And Street                  11601 Roosevelt Boulevard
Type City/State/Zip                     St. Petersburg, Florida 33716

Type Telephone                          727-556-9000


                                        5


                                   EXHIBIT "C"

                                       TO

              2004 RESTATED CSCU CARD PROCESSING SERVICE AGREEMENT

                            QUALITY CONTROL STANDARDS

                                     CERTEGY
                                  DECEMBER 2003

                                 (CERTEGY LOGO)


                                        1



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

SERVICE AREA                                                             CSP # 1

Customer Service Phone



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Service Level Index                                             [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                             CSP # 2

Customer Service Phone



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Cardholder Satisfaction                                         [*]        [*]


DEFINITION

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

SERVICE AREA                                                             CSP # 3

Customer Service Phone



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Card Activation System Availability                             [*]        [*]


DEFINITION

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

SERVICE AREA                                                             CSP # 4

Customer Service Phone



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
VRU System Availability                                         [*]        [*]


DEFINITION

[*]


                                        2



SERVICE AREA
                                                                         CSP # 5
Customer Service Phone



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Scorecard Fulfillment                                           [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                             L/S # 1

Lost Stolen



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Service Level Index                                             [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                             L/S # 2

Lost Stolen



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Post Stolen Notification                                        [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                             CSW # 1

Customer Service Written



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Phone Inquiry Response                                          [*]        [*]


DEFINITION

[*]


                                        3


SERVICE AREA                                                             CSW # 2

Customer Service Written



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Institution / Cardholder Notification                           [*]        [*]


DEFINITION

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

SERVICE AREA                                                             CSW # 3

Customer Service Written



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Dispute Accuracy Rate                                           [*]        [*]


DEFINITION

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

Calculation:

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

SERVICE AREA                                                             FRD # 1

Fraud



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Fraud files Closed [*]                                          [*]        [*]


DEFINITION

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

SERVICE AREA                                                             MER # 1

Merchant



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Calls Not Experiencing Busy                                     [*]        [*]


DEFINITION

[*]


                                        4



SERVICE AREA                                                           CISSU # 1

Card Issuance



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
New Accounts Timeliness I                                       [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                           CISSU # 2

Card Issuance



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
New Accounts Timeliness II                                      [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                           CISSU # 3

Card Issuance



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Reissue Mailing and File Processing                             [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                           CISSU # 4

Card Issuance



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Reissue Cards Mailed [*]                                        [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                           PMAIL # 1

Production Mail



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Statement Mailing                                               [*]        [*]


DEFINITION

[*]


                                        5



SERVICE AREA                                                           PMAIL # 2

Production Mail



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Accuracy Rate -- Statements Mailed                              [*]        [*]


DEFINITION

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

SERVICE AREA                                                             PMT # 1

Payment Processing



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Processing of Payments Same Day                                 [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                             PMT # 2

Payment Processing



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Processing of Payments Next Day                                 [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                             PMT # 3

Payment Processing



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Accuracy Rate -- Payments                                        [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                             PMT # 4

Payment Processing



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Exceptions Processed [*]                                        [*]        [*]


DEFINITION

[*]



                                        6



SERVICE AREA                                                             PMT # 5

Payment Processing



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Exceptions Processed [*]                                        [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                             D/E # 1

Data Entry



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Timeliness of Monetary Processing                               [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                             D/E # 2

Data Entry



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Accuracy Rate of Monetary Processing                            [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                            ERPT # 1

E-Reports



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Daily Reports                                                   [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                            ERPT # 2

E-Reports



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Executive Reports                                               [*]        [*]


DEFINITION

[*]


                                       7



SERVICE AREA                                                             DST # 1

Distribution



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Monthly Archived Reports                                        [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                             CDS # 1

Card Source



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
CCS Responds To Institutions [*]                                [*]        [*]


DEFINITION

Certegy will respond to Credit Union [*]

SERVICE AREA                                                             REL # 1

Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Incoming Calls Returned [*]                                     [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                             REL # 2

Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Incoming Calls Returned [*]                                     [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                             REL # 3

Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Research Inquiry Resolved [*]                                   [*]        [*]


DEFINITION

[*]



                                       8



SERVICE AREA                                                             REL # 4

Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Research Inquiry Resolved [*]                                   [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                             REL # 5

Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Client Satisfaction                                             [*]        [*]


DEFINITION

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

SERVICE AREA                                                           DEBIT # 1

Debit Relations



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Client Satisfaction                                             [*]        [*]


DEFINITION

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

SERVICE AREA                                                            CERT # 1

Certegy Overall



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Client Satisfaction                                             [*]        [*]


DEFINITION

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


                                       9



SERVICE AREA                                                           SYSAD # 1

System Administration



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Timeliness - Parameter File CHGS                                [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                           SYSAD # 2

System Administration



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Accuracy Rate - Parameter File CHGS                             [*]        [*]


DEFINITION

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

SERVICE AREA                                                            TECH # 1

Technology



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Credit Card Authorization System                                [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                            TECH # 2

Technology



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Pass Thru Authorization System                                  [*]        [*]


DEFINITION

[*]


                                       10


SERVICE AREA                                                            TECH # 3

Technology



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Debit Central Transaction Files                                 [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                            TECH # 4

Technology



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
TBS Online System Availability                                  [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                            TECH # 5

Technology



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Collection Online System Availability                           [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                            TECH # 6

Technology



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
CardSource Transmission Outbound Availability                   [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                            TECH # 7

Technology



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
CardSource Transmissions Inbound Availability                   [*]        [*]


DEFINITION

[*]



                                       11



SERVICE AREA                                                            TECH # 8

Technology



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
ScoreCard Website Availability                                  [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                            TECH # 9

Technology



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
ezCardinfo Website Availability                                 [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                           TECH # 10

Technology



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
nyccinfo Website Availability                                   [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                           TECH # 11

Technology



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
EFD Switch Availability                                         [*]        [*]


DEFINITION

[*]

SERVICE AREA                                                           TECH # 12

Technology



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Verified by Visa Website Availability                           [*]        [*]


DEFINITION

[*]


                                       12



SERVICE AREA                                                           TECH # 13

Technology



NAME OF STANDARD                                             STANDARD   MATERIAL
- ----------------                                             --------   --------
                                                                  
Payment Files Processed                                         [*]        [*]


DEFINITION

[*]



                                       13



                           CERTEGY CARD SERVICES, INC.

                      CARD SERVICES FOR CREDIT UNIONS, INC.

                                    EXHIBIT D

                                CONVERSION ITEMS

                                                                  (CERTEGY LOGO)



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

                                CONVERSION ITEMS

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

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

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

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

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

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

     -    Maintain statused accounts as necessary in the CWB after conversion

     -    Status accounts through the weekend of conversion if necessary

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

     -    Determine method for providing residual activity information

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

     -    Determine the last day new accounts will be added

     -    Determine the last day file maintenance will be done

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

     -    Determine where the post conversion reports should be sent

     -    Determine last day authorizations will be given

     -    Determine what tapes will be generated for the conversion date

     -    Make arrangements for the delivery of conversion tapes

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

     -    Attempt to answer all post-conversion questions

Exhibit D


                           CERTEGY CARD SERVICES, INC.

                      CARD SERVICES FOR CREDIT UNIONS, INC.

                                   SCHEDULE A

                   FULL SERVICE CREDIT CARD SERVICES AND FEES

                             EFFECTIVE MARCH 1, 2004

                                                                  (CERTEGY LOGO)



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

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

FEES SETTLED DAILY.

1.   ASSOCIATION.

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

     [*]

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

2.   CREDIT UNION.

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

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

          [*]

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



Schedule A                                                          Page 1 of 10



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

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

     2.3. PAYMENT RECEIPT - CERTEGY PERFORMS.

          Certegy performs customer service.

          a.   ACH - per payment posted                                      [*]

          b.   Remote Entry - per payment entered                            [*]

MONTHLY FEES.

3.   PLASTICS. (excluding postage/delivery)

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

          a.   Embossing and encoding of plastic

          b.   Card Carrier

          c.   Envelope

          d.   Inserting

*    Plus cost of plastic

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

          Includes:                                                          [*]

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

          b.   PIN Mailer

     3.3. IVR PIN CUSTOMIZATION.

          Includes: IVR call                                                 [*]

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

          Includes:

          a.   Handling of return mail

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

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

          Includes:

          a.   All items listed under "Embossing"

          b.   Receipt and handling of request

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



Schedule A                                                          Page 2 of 10



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

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

          [*]

4.   MASTERFILE MAINTENANCE

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

          a.   Off-Line                                                      [*]

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

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

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

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

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

     4.2. FILE CHANGES. Per occurrence fee includes:

          a.   Off-Line                                                      [*]

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

               (ii) Visual verification to insure accuracy                   [*]

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

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

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

     4.3. RECORD RETENTION.

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

5.   CUSTOMER SERVICE.                                                       [*]

     5.1. TOLL-FREE CUSTOMER SERVICE ACCESS.

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


Schedule A                                                          Page 3 of 10



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

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

     5.3  PREMIUM CUSTOMER SERVICE.

          [*]

     5.4  VIP CUSTOMER SERVICE.

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

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

          a.   All items under "file changes"

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

          c.   Temporary credit increases                                    [*]

6.   COMPUTER PRINTOUTS.                                                     [*]

     6.1. NOTICES. Includes:

          a.   Printing of Notice                                            [*]

          b.   All forms                                                     [*]

          c.   Post Mailers                                                  [*]

          d.   On Request Letters                                            [*]

     6.2. REPORTS. (Paper) Includes:

          a.   Cardholder journal

          b.   Cardholder posting journal

          c.   Cardholder posting summary

*    per Credit Union

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

     [*]

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



Schedule A                                                          Page 4 of 10




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

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

     a.   On-going software maintenance

     b.   New software releases

     c.   Daily customer support

10.  PREMIER STATEMENT PREPARATION. Includes:

     a.   Preparation of cardholder statements monthly

     b.   All forms and envelopes for statements

     c.   Inserting and handling of statements

          [*]

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

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

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

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

     [*]

14.  ON-LINE COLLECTION SYSTEM.

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

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


Schedule A                                                          Page 5 of 10



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

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

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

          a.   Standard Letter Services

          b.   Custom Letter Services

          c.   Printing of Letters

          d.   All Forms

15.  VERIFIED BY VISA AND/OR MASTERCARD SECURECODE.

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

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

     b.   MasterCard issuer credit program fee                               [*]

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

          [*]

     d.   Authentication request (per request)                               [*]

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

17.  E-REPORTS.

     [*]

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

*    Per month per Credit Bureau per prefix.



Schedule A                                                          Page 6 of 10



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

19.  [*]

SPECIAL.

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

     a.   Licensing of Certegy proprietary software

     b.   Initial site create

21.  [*]

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

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

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

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

24.  AUDIT CONFIRMATIONS. (excluding postage) Includes:

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

     b.   Per account confirmation                                           [*]

*    Per Credit Union per audit request

25.  STANDARD TAPE.                                                          [*]

26.  NAME/ADDRESS LABELS.                                                    [*]

27.  AD HOC REPORTING.                                                       [*]

28.  OTHER SPECIAL SERVICES.                                                 [*]


Schedule A                                                          Page 7 of 10



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

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

29.  COMPUTER REPORTS -- MICROFICHE*. Includes:

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

     b.   Business Card Package                                              [*]

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

30.  COURIER. Includes:

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

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

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

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

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

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

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

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

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

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

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

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

     a.   Camera Ready Artwork                                               [*]

     b.   Non-camera ready artwork                                           [*]

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

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



                  Standard          Electronic/
                  Original   Copy   Facsimile
                  --------   ----   -----------
                           
VISA                [*]       [*]       [*]
Mastercard



Schedule A                                                          Page 8 of 10



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

OPTIONAL SERVICES

39.  CARDSOURCE(R) COLLECTIONS MODULE.

     a.   One time set-up fee                                                [*]

     b.   Monthly maintenance fee                                            [*]

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

41.  eZCardInfo.com.

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

     [*]

     [*]


Schedule A                                                          Page 9 of 10


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

42.  MANUALS/ CD - ROM.                                                      [*]

43.  INTERFACE TO THIRD PARTY PROCESSORS

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

     43.1 SIGN-UP FEE.

          a.   Direct Connection to Certegy                                  [*]

          b.   Connection through processor                                  [*]

     43.2 MONTHLY MAINTENANCE FEE.

          a.   Direct Connection to Certegy                                  [*]

          b.   Connection through processor                                  [*]

     43.3 TRANSACTION FEE.

          Assessed on each posted transaction

          [*]

44.  FRAME RELAY                                                             [*]

45.  NEURAL NETWORKS                                                         [*]

     a.   Falcon

     b.   CRIS


Schedule A                                                         Page 10 of 10



                           CERTEGY CARD SERVICES, INC.

                      CARD SERVICES FOR CREDIT UNIONS, INC.

                                   SCHEDULE B

                   SELF-ADMINISTERED CREDIT CARD PROGRAM FEES

                             EFFECTIVE MARCH 1, 2004

                                                                  (CERTEGY LOGO)



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

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

1.   FEES SETTLED DAILY.

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

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

          a.   ACH                                                           [*]

          b.   Remote Entry                                                  [*]

2.   SELF-ADMINISTERED FEES.

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

          [*]

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

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

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

     2.3  LOCKBOX PAYMENTS. Certegy processes lockbox payments.

          [*]

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


Schedule B                                                          Page 1 of 10



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

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

MONTHLY FEES

3.   PLASTICS. (excluding postage/delivery)

     3.1  EMBOSSING. Includes:                                               [*]

          a.   Embossing and encoding of plastic

          b.   Card Carrier

          c.   Envelope

          d.   Inserting

*    Plus cost of plastic

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

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

          b.   PIN Mailer

     3.3  IVR PIN CUSTOMIZATION.

          Includes IVR call                                                  [*]


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

          a.   Handling of return mail

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

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

          a.   All items listed under "Embossing"

          b.   Receipt and handling of request

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

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

          [*]


Schedule B                                                          Page 2 of 10


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

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

4.   MASTER FILE MAINTENANCE.

     4.1  NEW ACCOUNTS. Includes:

          a.   Off-Line                                                      [*]

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

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

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

     4.2  FILE CHANGES. Includes:

          a.   Off-Line                                                      [*]

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

               (ii) Visual verification to insure accuracy

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

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

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

          a.   All items under "file changes"

          b.   Walk through of change to insure immediate input

          c.   Temporary credit increases

5.   COMPUTER PRINTOUTS.

     5.1  NOTICES. Includes:                                                 [*]

          a.   Printing of Notice

          b.   All forms

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


Schedule B                                                          Page 3 of 10



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

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

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

     [*]

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

8.   PREMIER STATEMENT PREPARATION. Includes:

     a.   Preparation of cardholder statements monthly

     b.   All forms and envelopes for statements

     c.   Inserting and handling of statements

     [*]

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

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

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

11.  ON-LINE COLLECTION SYSTEM.                                              [*]

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

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

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

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

     a.   Standard Letter Services

     b.   Custom Letter Services

     c.   Printing of Letters

     d.   All Forms


Schedule B                                                          Page 4 of 10



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

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

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

*    Per month per Credit Bureau per prefix.

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

     14.1 Certegy processes and performs data entry                          [*]

     14.2 Certegy performs data entry only                                   [*]

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

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

16.  [*]

ECIAL

17.  [*]

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

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

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

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

20.  AUDIT CONFIRMATIONS. (excluding postage) Includes:

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

     b.   Per account confirmation                                           [*]

*    Per Credit Union per audit request

21.  STANDARD TAPE.                                                          [*]


Schedule B                                                          Page 5 of 10


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

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

22.  NAME/ADDRESS LABELS.                                                    [*]

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

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

     23.2 CERTEGY ENTERED CHARGEBACK OR RETRIEVAL.                           [*]

     23.3 CERTEGY BASIC BILLING ERROR SERVICES.

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

     [*]                                                                     [*]

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

     [*]                                                                     [*]

     23.5 CERTEGY FRAUD SERVICES.                                            [*]

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

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

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



Schedule B                                                          Page 6 of 10



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

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

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

     24.3 PREMIUM CUSTOMER SERVICE.                                          [*]

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

25.  E-REPORTS. Includes:

     a.    [*]                                                               [*]

     b.    [*]                                                               [*]

     c.    [*]                                                               [*]

           [*]

26.  VERIFIED BY VISA AND/OR MASTERCARD SECURECODE.

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

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

     b.   MasterCard issuer credit program monthly fee                       [*]

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

          [*]

     d.   Authentication request (per request)                               [*]

27.  READI REVIEW. (Optional Service)

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


Schedule B                                                          Page 7 of 10



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

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

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

     a.   Falcon(R)

     b.   CRIS

29.  MANUALS/CD-ROM.

     Annual Subscription                                                     [*]

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

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

     [*]                                                                     [*]

31.  AD HOC REPORTING.                                                       [*]

32.  OTHER SPECIAL SERVICES.                                                 [*]

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

     33.1 COMPUTER REPORTS - MICROFICHE*. Includes:

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

          b.   Business Card Package                                         [*]

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

     33.2 COURIER. Includes:                                                 [*]

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

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

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

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

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


Schedule B                                                          Page 8 of 10


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

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

     33.5 ELECTRONIC WARNING BULLETIN LISTINGS. Includes:

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

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

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

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

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



             Standard          Electronic/
             Original   Copy    Facsimile
             --------   ----   -----------
                      
VISA           [*]      [*]        [*]
MasterCard     [*]      [*]        [*]


34.  INTERFACE TO THIRD PARTY

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

     34.1 SIGN-UP FEE

          a.   Direct Connection to Certegy                                  [*]

          b.   Connection through processor                                  [*]

     34.2 MONTHLY MAINTENANCE FEE

          a.   Direct Connection to Certegy                                  [*]

          b.   Connection through processor                                  [*]

     34.3 TRANSACTION FEE. Assessed on each posted transaction

          [*]

35.  FRAME RELAY                                                             [*]


Schedule B                                                          Page 9 of 10



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

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

36.  eZCardInfo.com

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

         [*]


Schedule B                                                         Page 10 of 10



                         CERTEGY CARD SERVICES, INC.

                    CARD SERVICES FOR CREDIT UNIONS, INC.

                                 SCHEDULE C

             PRICE LIST FOR DIRECT PROCESSING MERCHANT SERVICES

                           EFFECTIVE MARCH 1, 2004

                                                                  (CERTEGY LOGO)



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

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

     1.1  Activate new merchant accounts;

     1.2  Produce station plates for imprinters;

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

     1.4  Provide instruction on related procedures;

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

     1.6  Train the employees of Credit Unions as requested;

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

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

     1.9  [*]

     1.10 [*]

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

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

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

     2.2  Provide all other services to merchants;

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

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


Schedule C                                                           Page 1 of 5


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

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

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

          [*]

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

          [*]

          Includes:

          a.   Computer Storage of Merchant Information

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

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

               i.   Supply Costs

               ii.  Stuffing/Mailing Costs (Excluding Postage)

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

               i.   Processing Prenotes

               ii.  Preparation/Transmission of ACH Tape

               iii. Bank Service Charges

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

          e.   Terminal Set-up and Support


Schedule C                                                           Page 2 of 5



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

     3.3  INTERNET REPORTING.

          a.   Internet Reporting for Credit Union                           [*]

               Includes:

               i.   Online Access to Merchant Activity and other Merchant
                    Information

               ii.  Online Portfolio and Risk Management Reporting

          b.   Internet Reporting for Merchant                               [*]

          Includes:

               i.   One User ID and Password

               ii.  Online Access to Merchant Activity

               iii. Online Access to Merchant Statements

     3.4  TELEPHONE AUTHORIZATION FEE.                                       [*]

     3.5  MERCHANT ENROLLMENT FEE.                                           [*]

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

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

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

          b.   Entry of MIS Information into the System

     3.8  DIAL UP ACCESS(5).                                                 [*]

          Includes online access to the Merchant Management Information
          System for:

          a.   Merchant Set-ups/Cancellations

          b.   Merchant Profile Changes

          c.   Merchant inquiries

     3.9  STATEMENT MESSAGE FEES. Includes:                                  [*]

          a.   Handling of Credit Union Message Report                       [*]

          b.   Printing of Message                                           [*]

     3.10 ACH RETURN FEE. Includes:                                          [*]

          a.   Accounting For ACH Returns

          b.   Processing Alternative Settlement Mechanism

          c.   Additional Prenote Processing


Schedule C                                                           Page 3 of 5



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

     3.11 E-REPORTS. Includes:                                               [*]

          a.   Monthly Merchant Statements                                   [*]

          b.   Monthly Merchant On-line Maintenance Activity Report

          c.   Merchant Profitability Reporting

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

          a.   Chargeback Logging & Tracking

          b.   Chargeback Research & Representment

          c.   Compliance Chargebacks

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

     3.13 EXCESSIVE CHARGEBACK FEE.                                          [*]

          [*]

     3.14 PASS THROUGH FEES.

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

          3.14.2 COURIER                                                     [*]

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

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

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

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

     3.15 AUDIT ASSISTANCE FROM CERTEGY.                                     [*]

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

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

     3.17 CUSTOM PROGRAMMING/DEVELOPMENT.                                    [*]

     3.18 [*]


Schedule C                                                           Page 4 of 5



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

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

[*]


Schedule C                                                           Page 5 of 5



                           CERTEGY CARD SERVICES, INC.

                      CARD SERVICES FOR CREDIT UNIONS, INC.

                                   SCHEDULE E

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

                             EFFECTIVE MARCH 1, 2004

                                                                  (CERTEGY LOGO)



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

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

1.   CARD ISSUANCE.

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

     1.1  TAPE OR TRANSMISSION                                               [*]

     1.2  PAPER DOCUMENT                                                     [*]

     1.3  PULL SERVICE                                                       [*]

     1.4  PRIORITY ISSUANCE (NEXT DAY)                                       [*]

     1.5  EMERGENCY ISSUANCE (SAME DAY)                                      [*]

     1.6  CARD ACTIVATION STICKERS:

          Institution using Certegy's Card Activation System                 [*]

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

*    PIN Identification Number

2.   CARD RECOVERY REWARDS.

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

3.   PIN MAILERS.

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

4.   POST MAILERS.

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

5.   CARD ACTIVATION (OPTIONAL SERVICE).

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

     [*]   [*]

6.   LOST/STOLEN CARD REPORT.

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


Schedule E                                                           Page 1 of 8



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

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

7.   AUTHORIZATION REQUESTS.

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

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

          [*]

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

          [*]

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

          [*]

*    PIN routing requiring regional network access.

8.   MONETARY TRANSACTION PROCESSING.

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


Schedule E                                                           Page 2 of 8



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

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

     8.1  VISA/MASTERCARD

          [*]

     8.2  FACSIMILE DRAFTS.

          -Batch (paper)                                                     [*]

          -Transmission tape                                                 [*]

9.   NON-MONETARY TRANSACTION PROCESSING.

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

     9.1  CERTEGY ENTERED                                                    [*]

     9.2  TRANSMISSION/TAPE                                                  [*]

     9.3  RETURNS/STOPS/COPIES                                               [*]

     9.4  POSITIVE BALANCE FILE UPDATES                                      [*]

10.  VERIFIED BY VISA AND/OR MASTERCARD SECURECODE.

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

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

     b.   MasterCard issuer credit program fee                               [*]

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

          [*]

     d.   Authentication request (per request)                               [*]


Schedule E                                                           Page 3 of 8


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

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

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

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

     11.2 CERTEGY ENTERED CHARGEBACK OR RETRIEVAL.                           [*]

     11.3 CERTEGY BASIC BILLING ERROR SERVICES.

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

          [*]

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

          [*]

     11.5 CERTEGY FRAUD SERVICES.                                            [*]

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

12.  FILE RESIDENCY.

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

     12.1 POSITIVE AUTHORIZATION/GATEWAY SWITCHING AUTHORIZATION             [*]

     12.2 PARAMETER AUTHORIZATION                                            [*]

13.  ACCOUNT INQUIRY.                                                        [*]

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


Schedule E                                                           Page 4 of 8



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

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

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

     Visa and/or MasterCard ATM transactions.                                [*]

15.  TRANSMISSION FEE.

     Positive Authorization File, Card issuer file and center transaction
     file

     15.1 LOCAL CALL                                                         [*]

     15.2 LONG DISTANCE CALL                                                 [*]

16.  ON-LINE ACCESS.

          Dedicated or Dial-up available                                     [*]

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

17.  OTHER FEES.

     17.1 CENTER TRANSACTION FILE REVERSALS AND RECREATIONS                  [*]

     17.2 ADDITIONAL TESTING                                                 [*]

     17.3 RESEARCH                                                           [*]

18.  IMPLEMENTATION REIMBURSEMENT FEES.                                      [*]

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

19.  FORMS AND SUPPLIES.                                                     [*]

20.  NON-GENERIC FORM.                                                       [*]

21.  SYSTEM MANUALS/CD ROM                                                   [*]

22.  REPORTS & MICROFICHE.

     22.1 Standard Reports and Microfiche                                    [*]

     22.2 E-Reports (optional service requiring separate agreement)

          Installation                                                       [*]

          Monthly Fee                                                        [*]

          Month Page Fee                                                     [*]

23.  TAPE HANDLING FEE.                                                      [*]


Schedule E                                                           Page 5 of 8



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

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

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

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

25.  LOCKBOX PAYMENTS PROCESSING.

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

          [*]

26.  [*]

     26.1 [*]

     26.2 [*]

     26.3 [*]

27.  [*]

     27.1 [*]

     27.2 TRANSACTION HANDLING POST DECONVERSION.

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

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

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


Schedule E                                                           Page 6 of 8


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

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

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

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

29.  PASS-THROUGH.

     29.1 POSTAGE AND COURIER EXPENSES.                                      [*]

          Cards, mailers and reports/microfiche                              [*]

     29.2 ISSUER'S REIMBURSEMENT FEES.

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

     29.3 RETRIEVAL REQUEST FULFILLMENT FEE.

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

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

     29.5 CARD ASSOCIATION.

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

30.  AUDIT CONFIRMATIONS. (excluding postage) Includes:

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

          b.   Per account confirmation                                      [*]

*    Per Credit Union per audit request

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

32.  CERTIFICATION FEES.                                                     [*]

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

33.  ATM TERMINAL DRIVING FEES.

     33.1 Communication Expenses                                             [*]

     33.2 ATM Set-up Fees                                                    [*]

     33.3 ATM Terminal Support                                               [*]

     33.4 Dial-up ATM Communication                                          [*]

     33.5 National and Regional Network Access                               [*]


Schedule E                                                           Page 7 of 8



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

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

     33.6 ATM Screen Marketing Message                                       [*]

     33.7 ATM Marketing Receipt Change                                       [*]

     33.8 ATM Screen Change                                                  [*]

     33.9 ATM Reload                                                         [*]

34.  NETWORK ADJUSTMENT SYSTEM.

     34.1 Network Adjustment System                                          [*]

     34.2 Adjustment submitted via Adjustment System                         [*]

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

35.  DISPUTE MANAGEMENT SYSTEM.

     a.   [*]

     b.   Web Access:

          One time set up per terminal                                       [*]

*    Per terminal per month


Schedule E                                                           Page 8 of 8



                           CERTEGY CARD SERVICES, INC.

                      CARD SERVICES FOR CREDIT UNIONS, INC.

                                   SCHEDULE G

                  COMMERCIAL CARD PROCESSING SERVICES AND FEES

                             EFFECTIVE MARCH 1, 2004

                                                                  (CERTEGY LOGO)


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

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

FEES SETTLED DAILY.

1.   ASSOCIATION.

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

     [*]

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

2.   CREDIT UNION.

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

          [*]

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

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


Schedule G                                                                Page 1



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

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

MONTHLY OR ONE TIME FEES.

3.   PLASTICS. (Excluding postage/delivery)

     3.1  EMBOSSING.

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

*    Plus cost of plastic

          3.1.2 Ultra graphics / hot stamping of logos:

               a.   One time logo set up                                     [*]

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

     3.2  INSERTS MAILED WITH CARD.                                          [*]

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

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

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

          b.   PIN Mailer

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

          a.   Handling of return mail

          b.   Destruction of plastic

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

          a.   All items listed under "Embossing"

          b.   Receipt and handling of request

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

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

     [*]


Schedule G                                                                Page 2



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

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

4.   ACCOUNT TRANSACTION HISTORY.

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

     a.   [*]                                                                [*]

     b.   [*]                                                                [*]

5.   MASTER FILE MAINTENANCE.

     5.1  NEW ACCOUNTS AND UPDATES.

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

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

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

     5.3  TOLL-FREE CUSTOMER SERVICE ACCESS.                                 [*]

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

     5.4  SPECIAL CHANGES.                                                   [*]

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

6.   COMPUTER PRINTOUTS.

     6.1  NOTICES. Includes:                                                 [*]

          a.   Printing of Notice

          b.   All forms

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

          a.   Cardholder journal

          b.   Cardholder posting journal

          c.   Cardholder posting summary

*    Per Month per Credit Union


Schedule G                                                                Page 3


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

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

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

     [*]

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

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



             Standard          Electronic/
             Original   Copy    Facsimile
             --------   ----   -----------
                      
VISA            [*]      [*]       [*]
MasterCard      [*]      [*]       [*]


10.  STATEMENT PREPARATION.

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

          a.   Preparation of cardholder monthly statements

          b.   All forms and envelopes for statements

          c.   Inserting and handling of statements

     10.2 PRESENTATION VIA THE INTERNET.                                     [*]

*    Per "Record" sent to the Internet server.

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

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

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

13.  ON-LINE COLLECTION SYSTEM.

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

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

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


Schedule G                                                                Page 4



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

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

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

          a.   Standard Letter Services

          b.   Custom Letter Services

          c.   Printing of Letters

          d.   All Forms

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

*    Per month per Credit Bureau per prefix.

16.  [*]

SPECIAL FEES.

17.  [*]

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

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

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

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

20.  E-REPORTS.

a.   [*]

b.   [*]

c.   [*]

d.   [*]

21.  OTHER SPECIAL SERVICES.                                                 [*]


Schedule G                                                                Page 5



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

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

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

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

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

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

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

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

26   ELECTRONIC WARNING BULLETIN LISTINGS. Includes:                         [*]

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

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

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

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

29.  PC REPORTING SERVICES VIA INTERNET.

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

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

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

     29.4 Data Creation - per transaction.                                   [*]

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


Schedule G                                                                Page 6



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

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

30.  DAILY TRANSMISSION OF DATA DELIVERY FILES.

     30.1 Data creation / per record                                         [*]

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

     30.3 One time implementation fee                                        [*]

          a.   Each Credit Union                                             [*]

          b.   Each Company / Destination ID                                 [*]

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

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

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

     33.1 Software License Fee per company                                   [*]

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

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

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


Schedule G                                                                Page 7



                           CERTEGY CARD SERVICES, INC.

                      CARD SERVICES FOR CREDIT UNIONS, INC.

                                   SCHEDULE J

                 STORED VALUE CARD PROCESSING SERVICE AGREEMENT

                             EFFECTIVE MARCH 1, 2004

                                                                  (CERTEGY LOGO)


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

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

FEES SETTLED DAILY.

1.   ASSOCIATION.

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

          [*]

2.   CREDIT UNION.

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

          [*]

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

     2.3  SYSTEM GENERATED TRANSACTION FEE.                                  [*]


Schedule J                                                           Page 1 of 5



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

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

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

          a.   ACH                                                           [*]

          b.   Remote Entry                                                  [*]

          c.   Credit Card Transfer                                          [*]

     2.5  PHONE INITIATED VALUE LOAD FEE.

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

MONTHLY FEES.

3.   PLASTICS. (excluding postage/delivery)

     3.1  EMBOSSING. Includes:                                               [*]

          a.   Embossing and encoding of plastic

          b.   Card Carrier

          c.   Envelope

          d.   Inserting

*    Plus cost of plastic

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

          a.   PIN mailer

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

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

          a.   PIN mailer

          b.   File update

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

          a.   All items listed under "Embossing"

          b.   Receipt and handling of request

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

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

          [*]


Schedule J                                                           Page 2 of 5


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

4.   MASTER FILE MAINTENANCE.

     4.1  NEW ACCOUNTS. Includes:

          a.   Batch File                                                    [*]

          b.   Internet                                                      [*]

     4.2  FILE CHANGES. Includes:                                            [*]

          a.   Batch File                                                    [*]

          b.   Internet                                                      [*]

     4.3  RECORD RETENTION.

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

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

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

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

     a.   Monthly Fee (per BIN)                                              [*]

     b.   Monthly Per page                                                   [*]

     c.   Recreate Purged Reports                                            [*]

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

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

     [*]

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


Schedule J                                                           Page 3 of 5



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

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

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



             Standard          Electronic/
             Original   Copy    Facsimile
             --------   ----   -----------
                      
VISA            [*]      [*]        [*]
MasterCard      [*]      [*]        [*]


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

     a.   Preparation of cardholder statements monthly

     b.   All forms and envelopes for statements

     c.   Inserting and handling of statements

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

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

12.  [*]

13.  [*]

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

     [*]

SPECIAL.

15.  [*]


Schedule J                                                           Page 4 of 5



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

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

     (at Credit Union's request)

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

17.  TRANSACTION FRAUD SCREENING                                             [*]

     Non-recurring Value Load Transactions                                   [*]

     Card Purchase or Cash Advance                                           [*]

18.  OTHER SPECIAL SERVICES.

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

     19.1 COURIER. Includes:                                                 [*]

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

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

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

     19.3 POSTAGE PRE-SORT REBATE. (qualifying items)

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

     19.4 ELECTRONIC WARNING BULLETIN LISTINGS. Includes:                    [*]

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

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

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

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

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


Schedule J                                                           Page 5 of 5



                         CERTEGY CARD SERVICES, INC.

                    CARD SERVICES FOR CREDIT UNIONS, INC.

                                 SCHEDULE K

     SERVICES AND FEES FOR BASE2000 FULL SERVICE CREDIT CARD PROCESSING

                           EFFECTIVE MARCH 1, 2004


                                                              (CERTEGY LOGO)



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

The Following Fees Apply To Each Credit Union Separately (i.e., Not Cumulative).

FEES SETTLED DAILY.

1.   ASSOCIATION.

CERTEGY SETTLEMENT FEE. Credit Union shall pay to Certegy the following fees,
which shall be referred to as a "Certegy Settlement Fee" unless Credit Union
performs its own customer service as a self administered function, in which
event the Certegy Settlement Fee shall not apply. The Certegy Settlement Fee
will apply to each incoming and local to local sales purchase, return and cash
advance and is based on Credit Union's account base as follows:

     [*]

*    Fee adjustments for account base levels will be made monthly to be
     effective the beginning of the second month following the month being
     evaluated. For example, fees that correspond to the actual account base
     numbers for January will go into effect on March 1.

2.   CREDIT UNION.

     2.1. TRANSACTION POSTING FEE FOR "FULL SERVICE" CREDIT UNIONS.

          Includes charges applicable to sales purchases, returns and cash
          advances of "Full Service" Credit Unions, as well as any lockbox
          payments processed by Certegy. A "Full Service" credit union is
          defined as one in which the customer service function is performed by
          Certegy.

          [*]

*    Fee adjustments for account base levels will be made monthly to be
     effective the beginning of the second month following the month being
     evaluated. For example, fees that correspond to the actual account base
     numbers for January will go into effect on March 1.


Schedule K                                                          Page 1 of 11



                           CERTEGY CARD SERVICES, INC.
                      Card Services For Credit Unions, Inc.
                                   Schedule K
       Services and Fees for BASE2000 Full Service Credit Card Processing
                             Effective March 1, 2004

     2.2. ANNUAL, LATE AND OVER-LIMIT FEES, MEMBER-PAY INSURANCE AND         [*]
          MEMBER-PAY CARD ENHANCEMENTS

     2.3. PAYMENT RECEIPT - CERTEGY PERFORMS.

          Certegy performs customer service.

          a.   ACH - per payment posted                                      [*]

          b.   Remote Entry - per payment entered                            [*]

MONTHLY FEES.

3.   PLASTICS. (Excluding postage/delivery)

     3.1. EMBOSSING. Fee per card, includes:                                 [*]

          a.   Embossing and encoding of plastic

          b.   Card Carrier

          c.   Envelope

          d.   Inserting

*    Plus cost of plastic

     3.2. PIN GENERATION-REGULAR (EXCLUDING POSTAGE/DELIVERY).               [*]

          Includes:

          a.   Generation of Personal Identification Number ("PIN")

          b.   PIN Mailer

     3.3. IVR PIN CUSTOMIZATION.                                             [*]

          Includes: IVR call

     3.4. RETURNED PLASTICS (EXCLUDING POSTAGE/DELIVERY).                    [*]

          Includes:

          a.   Handling of return mail

          b.   Sending mailer, plastic and returned envelope to Credit Union
               via certified mail.

     3.5. SPECIAL REQUESTS (EXCLUDING POSTAGE/DELIVERY).                     [*]

          Includes:

          a.   All items listed under "Embossing"

          b.   Receipt and handling of request

          c.   "Walk through" of plastic to insure 24-hour turnaround on
               normal business days.


Schedule K                                                          Page 2 of 11



                         CERTEGY CARD SERVICES, INC.
                    Card Services For Credit Unions, Inc.
                                 Schedule K
     Services and Fees for BASE2000 Full Service Credit Card Processing
                           Effective March 1, 2004

     3.6. CARD ACTIVATION (OPTIONAL SERVICE). The following fee schedule
          will apply per credit card account issued, reissued or converted
          to Certegy, whether the card is activated, activation is declined
          or no activation attempt is made at all:

          [*]

4.   MASTERFILE MAINTENANCE

     4.1. NEW ACCOUNTS. Per new account fee, includes:                       [*]

          On-Line Data capture of all new account information

     4.2. FILE CHANGES. Per occurrence fee includes:                         [*]

          On-Line Data capture of all changes to the cardholder accounts

     4.3. RECORD RETENTION.                                                  [*]

          No originals of credit card paper shall be retained by Certegy.
          Computer storage during all or any portion of a month of each
          credit card account issued by Credit Union (including charged-off
          accounts) that appears on Credit Union's master file maintained by
          Certegy as well as capturing all transactions and reports by
          either imaging, microfilm or microfiche as determined by Certegy
          in its sole discretion and retaining for the time period that is
          required by Visa and MasterCard.

5.   CUSTOMER SERVICE.

     5.1. TOLL-FREE CUSTOMER SERVICE ACCESS.                                 [*]

          Provides for printing of toll-free number on Credit Union's
          billing statement and access to Customer Service via that
          toll-free number. This fee applies to all accounts on file.

     5.2. SECURED AND SUBPRIME CARDS.                                        [*]

          This Customer Service fee covers the provision of telephone
          customer service for this high-call volume market segment.         [*]

     5.3. PREMIUM CUSTOMER SERVICE.

          [*]


Schedule K                                                          Page 3 of 11



                         CERTEGY CARD SERVICES, INC.
                    Card Services For Credit Unions, Inc.
                                 Schedule K
     Services and Fees for BASE2000 Full Service Credit Card Processing
                           Effective March 1, 2004

     5.4. VIP CUSTOMER SERVICE.

          [*]

     5.5. SPECIAL CHANGES. (Those taken by phone requiring immediate
          attention)                                                         [*]

          Includes:

          a.   All items under "file changes"

          b.   "Walk thru" of change to insure immediate input

          c.   Temporary credit increases

6.   COMPUTER PRINTOUTS.

     6.1. NOTICES/LETTERS. Includes:                                         [*]

          a.   Printing of Notice

          b.   First printed page and envelope

     6.2. ADDITIONAL NOTICE/LETTER PAGES.                                    [*]

          Applies to each printed notice/letter page after the first page of
          multiple page letters and notices                                  [*]

     6.3. REPORTS. (Paper), Includes:

          a.   Cardholder journal

          b.   Cardholder posting journal

          c.   Cardholder posting summary

*    month per Credit Union

7.   CREDIT CARD AUTHORIZATION FEE. Fee applies to each Authorization
     Request

     [*]

8.   LOST/STOLEN CARD STATUSING.

     Includes: Certegy taking call and statusing account                     [*]


Schedule K                                                          Page 4 of 11



                         CERTEGY CARD SERVICES, INC.
                    Card Services For Credit Unions, Inc.
                                 Schedule K
       Services and Fees for BASE2000 Full Service Credit Card Processing
                           Effective March 1, 2004

9.   RETRIEVALS FROM MASTERCARD OR VISA OR LOCAL TO LOCAL.

     Both MasterCard and VISA rules require the processor to provide copies
     of original and microfilm transactions. Certegy's fees for performing
     those tasks will be in conformance with its published schedule, which
     is currently:



             Standard Original   Electronic Copy   Facsimile
             -----------------   ---------------   ---------
                                          
VISA                [*]                [*]            [*]
MasterCard          [*]                [*]            [*]


10.  PREMIER STATEMENT PREPARATION. Includes:

     a.   Preparation of cardholder statements monthly

     b.   All forms and envelopes for statements

     c.   Inserting and handling of statements

          [*]

     d.   Customization fee (including addition of logos)                    [*]

11.  ADDITIONAL STATEMENT PAGES.                                             [*]

     Applies to each printed statement page after the first page of multiple
     page cardholder statements.

12.  SPECIAL INSERTS FOR STATEMENTS. Fee is per insert and includes physical
     stuffing of promotional pieces with the monthly statement.              [*]

13.  MESSAGES FOR STATEMENTS. Includes automatic messages for all Credit
     Unions as well as customized messages.                                  [*]

14.  EXTENDED ON-LINE STATEMENT HISTORY. Provides on-line statement history
     viewing. Fee is per account per month.

     [*]                                                                     [*]


Schedule K                                                          Page 5 of 11



                         CERTEGY CARD SERVICES, INC.
                    Card Services For Credit Unions, Inc.
                                 Schedule K
     Services and Fees for BASE2000 Full Service Credit Card Processing
                           Effective March 1, 2004

15.  ON-LINE SYSTEM ACCESS. ServiceView interface to System                  [*]

16.  ON-LINE COLLECTION SYSTEM.

     16.1. MONTHLY SERVICE CHARGE. Provides Interface with Collection        [*]
          Management System

     16.2. ON-LINE SYSTEM ACCESS COLLECTIONS- Collector View interface to    [*]
          the collection system.

     16.3. RECORD RETENTION. Fee is per account per month on the Collection  [*]
          Management System (Credit Union Parameter Driven)

     16.4. PER ACCOUNT ACCESS FEE. Per inquiry into the On-Line Collection   [*]
          System

     16.5. ON-LINE COLLECTION SYSTEM LETTERS. Fee is per letter, excluding   [*]
          postage/delivery, and includes:

          a.   Standard Letter Services

          b.   Printing of Letters

          c.   First printed page and one envelope

     16.6. ADDITIONAL COLLECTION LETTER PAGES.                               [*]

          Applies to each printed collection letter page after the first
          page of multiple page Collection letter.

17.  VERIFIED BY VISA AND/OR MasterCard SecureCode.

     Includes hosting of enrollment and authentication services, and
     front-line customer service.

     a.   Visa issuer credit program monthly per bank fee                    [*]

     b.   MasterCard issuer credit program fee                               [*]

     c.   Enrolled account hosting and maintenance (per account per month)

          [*]

     d.   Authentication request (per request)                               [*]


Schedule K                                                          Page 6 of 11



                         CERTEGY CARD SERVICES, INC.
                    Card Services For Credit Unions, Inc.
                                 Schedule K
     Services and Fees for BASE2000 Full Service Credit Card Processing
                           Effective March 1, 2004

18.  TRANSACTION LEVEL PROCESSING.

     Includes use and maintenance of multiple billing plans at the account
     level.

     a.   Screening (applies to all transactions)                            [*]

     b.   Posting (applies only to transactions which qualify for a
          transaction level price plan)

          [*]

19.  CREDIT BUREAU REPORTING. Includes creating tape and forwarding to the   [*]
     Credit Bureaus designated by Credit Union.

*    Per month per Credit Bureau per BIN.

20.  [*]                                                                     [*]

21.  [*]

SPECIAL.

22.  [*]

23.  ONE TIME ON-LINE TERMINAL AND COMMUNICATIONS SET UP FEE. (at Credit     [*]
     Union's request)

*    Plus out-of-pocket expenses (airfare, accommodations, meals, etc.) to be
     absorbed by Credit Union.


Schedule K                                                          Page 7 of 11



                         CERTEGY CARD SERVICES, INC.
                    Card Services For Credit Unions, Inc.
                                 Schedule K
     Services and Fees for BASE2000 Full Service Credit Card Processing
                           Effective March 1, 2004

24.  ON-SITE TRAINING FOR CUSTOMER SERVICE.                                  [*]

     (at Credit Union's request)

*    Fee plus out-of-pocket expenses (airfare, accommodations, meals, etc.)
     to be absorbed by Credit Union.

25.  AUDIT CONFIRMATIONS. (excluding postage) Includes:

     a.   Preparing and mailing audit confirmations upon written request     [*]

     b.   Per account confirmation                                           [*]

*    Per Credit Union per audit request

26.  STANDARD TAPE.                                                          [*]

27.  NAME/ADDRESS LABELS.                                                    [*]

28.  OTHER SPECIAL SERVICES.                                                 [*]

PASS THROUGH FEES. (Note: Pass Through Fees are not included in monthly minimum
totals.) All fees and fee increases incurred by Certegy for the items listed
below, as may be amended from time to time, shall be passed on to Credit Union.

29.  E - REPORTS.

     a.   Implementation Fee                                                 [*]

     b.   Monthly Maintenance                                                [*]

     c.   Per Page                                                           [*]

     d.   Recreate                                                           [*]

30.  COURIER. Includes:

     a.   All cost of courier for delivery of media or reports to and from
          Credit Union.

     b.   If U.S. Mail is used, all postage costs are borne by Credit Union.

31.  POSTAGE. Includes all first class postage associated with mailing of
     plastics, statements, notices or other mailings requested by Credit
     Union.                                                                  [*]

32.  POSTAGE PRE-SORT REBATE (qualifying items)                              [*]

     This is a rebate to Credit Union for current first class mail rate for
     qualifying statements, as identified by Certegy.


Schedule K                                                          Page 8 of 11


                           CERTEGY CARD SERVICES, INC.
                      Card Services For Credit Unions, Inc.
                                   Schedule K
       Services and Fees for BASE2000 Full Service Credit Card Processing
                             Effective March 1, 2004

33.  ELECTRONIC WARNING BULLETIN LISTINGS. Includes:                         [*]

     a.   Visa/MasterCard charge for listing on the Electronic Warning
          Bulletin.

     b.   Charges for listing in the printed warning bulletin for regions
          outside the U.S.

34.  "CALL ME" TRANSACTIONS. Includes the additional authorization referral  [*]
     calls on questionable sales as requested by non-Certegy card issuers
     for which a fee is paid by the non-Certegy card issuer.

35.  OTHER MASTERCARD AND VISA FEES, ASSESSMENTS AND OTHER SERVICES. Credit  [*]
     Union shall be responsible for all MasterCard and VISA fees, dues and
     assessments related to the cardholder services provided to the card
     issuing members (e.g., "Please Call Fees").

36.  FRAME RELAY (ON-LINE CONNECTION TO THE SYSTEM)                          [*]

37.  MANUALS/ CD-ROM.                                                        [*]

OPTIONAL SERVICES

38.  SPECIAL PROGRAMMING (PER HOUR RATE).                                    [*]

39.  NEURAL NETWORKS. (Optional Service)                                     [*]

     a.   Falcon(R)

     b.   TRIAD

40.  STATEMENT CUSTOMIZATION                                                 [*]

41.  CARD CARRIER CUSTOMIZATION-Create special template for card carrier     [*]


Schedule K                                                          Page 9 of 11



                           CERTEGY CARD SERVICES, INC.
                      Card Services For Credit Unions, Inc.
                                   Schedule K
       Services and Fees for BASE2000 Full Service Credit Card Processing
                             Effective March 1, 2004

42.  eZCardInfo.com.

     eZCardInfo is a service that provides cardholders access to their credit
     card information via the Internet. Cardholder functionality includes the
     ability to view account balance, transaction and historical statement
     information and to pay their monthly credit card invoice on-line.

     [*]                                                                     [*]

     [*]

     [*]

43.  READI REVIEW. (Optional Service)                                        [*]

     Readi-Review(sm) Plus enables the Credit Union to manage credit risk and
     opportunity within the card portfolio by assigning a Beacon Risk Score and
     a Credit Grade score to existing card accounts. This information helps
     Credit Union evaluate and predict future credit performance and predict the
     likelihood of bankruptcy, charge-off, loan default or serious delinquency.
     Readi-Review(sm) Plus is available in two options, the Full Portfolio
     Review analyzes all accounts to determine which accounts meet requirements
     for additional products, services or credit line changes. The Reissue
     Review works with other pre-determined reissue criteria to provide a
     complete picture before the plastic is reissued. Either option - Full or
     Reissue - provides critical information to manage opportunities and risks
     within a portfolio.


Schedule K                                                         Page 10 of 11



                           CERTEGY CARD SERVICES, INC.
                      Card Services For Credit Unions, Inc.
                                   Schedule K
       Services and Fees for BASE2000 Full Service Credit Card Processing
                             Effective March 1, 2004

44.  ULTRAGRAPHICS LOGO SETUP FEE FOR PLASTICS EMBOSSING.

     a.   Camera Ready Artwork                                               [*]

     b.   Non-camera ready artwork                                           [*]


Schedule K                                                         Page 11 of 11



                           CERTEGY CARD SERVICES, INC.

                      CARD SERVICES FOR CREDIT UNIONS, INC.

                                   SCHEDULE L

      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS

                             EFFECTIVE MARCH 1, 2004

                                                                  (CERTEGY LOGO)



                           CERTEGY CARD SERVICES, INC.
                      CARD SERVICES FOR CREDIT UNIONS, INC.
                                   SCHEDULE L
      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                             EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

1.   FEES SETTLED DAILY.

     1.1  ANNUAL, LATE AND OVERLIMIT FEES, MEMBER PAY INSURANCE AND MEMBER
          PAY CARD ENHANCEMENTS.                                             [*]

     1.2  PAYMENT RECEIPT - CERTEGY PERFORMS. Certegy performs customer service.

          a.   ACH                                                           [*]

          b.   Remote Entry                                                  [*]

2.   SELF-ADMINISTERED FEES.

     2.1  TRANSACTION POSTING FEE - "SELF-ADMINISTERED" CREDIT UNIONS. Includes
          charge applicable to sales purchases, returns and cash advances for
          "Self-Administered" Credit Unions (i.e., Credit Unions which perform
          certain credit card processing services themselves, such as Customer
          Service, as designated by Certegy.)

          [*]

*    Fee adjustments for account base levels will be made monthly to be
     effective the beginning of the second month following the month being
     evaluated. For example, fees that correspond to the actual account base
     numbers for January will go into effect on March 1.

     2.2  TRANSACTION LEVEL PROCESSING.

          Includes use and maintenance of multiple billing plans at the account
          level.

          a.   Screening                                                     [*]

          b.   Posting (applies only to transactions which qualify for a
               transaction level price plan)                                 [*]

               [*]

     2.3  PAYMENTS. Self-Administered Credit Union receives and enters       [*]
          payments.

          Certegy posts those payments to a cardholder account.


Schedule L                                                          Page 1 of 11



                           CERTEGY CARD SERVICES, INC.
                      CARD SERVICES FOR CREDIT UNIONS, INC.
                                   SCHEDULE L
      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                             EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

     2.4  LOCKBOX PAYMENTS. Certegy processes lockbox payments.

          [*]

*    Fee adjustments for account base levels will be made monthly to be
     effective the beginning of the second month following the month being
     evaluated. For example, fees that correspond to the actual account base
     numbers for January will go into effect on March 1.

MONTHLY FEES

3.   PLASTICS.

     3.1  EMBOSSING. (Excluding plastic and postage/delivery). Includes:     [*]

          a.   Embossing and encoding of plastic

          b.   Card Carrier

          c.   Envelope

          d.   Inserting

     3.2  PIN GENERATION-REGULAR. (Excluding postage/delivery). Includes:    [*]

          a.   Generation of Personal Identification Number ("PIN")

          b.   PIN Mailer

     3.3  IVR PIN CUSTOMIZATION.                                             [*]

          Includes: IVR call

     3.4  RETURNED PLASTICS. (Excluding postage/delivery). Includes:         [*]

          a.   Handling of return mail

          b.   Sending mailer, plastic and returned envelope to Credit Union
               via certified mail.

     3.5  SPECIAL REQUESTS. (Excluding postage/delivery). Includes:          [*]

          a.   All items listed under "Embossing"

          b.   Receipt and handling of request

          c.   Walk through of plastic to insure 24 hour turnaround on normal
               business days.


Schedule L                                                          Page 2 of 11



                           CERTEGY CARD SERVICES, INC.
                      CARD SERVICES FOR CREDIT UNIONS, INC.
                                   SCHEDULE L
      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                             EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

     3.6  CARD ACTIVATION. (Optional Service) The following fee schedule will
          apply per credit card account issued, reissued or converted to
          Certegy, whether the card is activated, activation is declined or no
          activation attempt is made at all:

          [*]

4.   MASTER FILE MAINTENANCE.

     4.1  NEW ACCOUNTS. Includes:

          a.   Off-Line                                                      [*]

               (i)  Data capture of all new account information from new
                    account form

               (ii) Visual verification of all data entered to insure
                    accuracy

          b.   On-Line - Data capture of all new account information         [*]

     4.2  FILE CHANGES. Includes:

          a.   Off-Line                                                      [*]

               (i)  Data capture of all changes to the cardholder accounts
                    from master file change forms

               (ii) Visual verification to insure accuracy

          b.   On-Line - Data capture of all changes to the cardholder
               accounts                                                      [*]

     4.3  RECORD RETENTION.                                                  [*]

          No originals of credit card paper shall be retained by Certegy.
          Computer storage during all or any portion of a month of each
          credit card account issued by Credit Union (including charged-off
          accounts) that appears on Credit Union's master file maintained by
          Certegy as well as capturing all transactions and reports by
          either imaging, microfilm or microfiche as determined by Certegy
          in its sole discretion and retaining for the time period that is
          required by Visa and MasterCard.

     4.4  SPECIAL CHANGES. (Those taken by phone requiring immediate
          attention). Includes:                                              [*]

          a.   All items under "file changes"

          b.   Walk though of change to insure immediate input

          c.   Temporary credit increases


Schedule L                                                          Page 3 of 11


                           CERTEGY CARD SERVICES, INC.
                      CARD SERVICES FOR CREDIT UNIONS, INC.
                                   SCHEDULE L
      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                             EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

5.   COMPUTER PRINTOUTS.

     5.1  NOTICES. Includes:                                                 [*]

          a.   Printing of Notice

          b.   All forms

     5.2  ADDITIONAL NOTICE/LETTER PAGES.                                    [*]

          Applies to each printed notice/letter page after the first page of
          multiple page letters and notices.

     5.3  REPORTS. (Paper) Includes:                                         [*]

          a.   Cardholder journal MC 101

          b.   Cardholder posting journal MC 103

          c.   Cardholder posting summary MC 104

*    Per month per Credit Union

6.   CREDIT CARD AUTHORIZATION FEE. Applies to each Authorization Request.

     [*]

7.   LOST/STOLEN CARD STATUSING. Includes: Certegy taking call and statusing
     account                                                                 [*]

8.   RETRIEVALS FROM MASTERCARD OR VISA OR LOCAL TO LOCAL. Both MasterCard and
     VISA rules require the processor to provide copies of original and
     microfilm transactions. Certegy's fees for performing those tasks will be
     in conformance with its published schedule, which is currently,



                  Standard   Electronic/
                  Original       Copy      Facsimile
                  --------   -----------   ---------
                                  
VISA                 [*]         [*]          [*]
MasterCard           [*]         [*]          [*]



Schedule L                                                          Page 4 of 11



                           CERTEGY CARD SERVICES, INC.
                      CARD SERVICES FOR CREDIT UNIONS, INC.
                                   SCHEDULE L
      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                             EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

9.   PREMIER STATEMENT PREPARATION. Includes:

     a.   Preparation of cardholder statements monthly

     b.   All forms and envelopes for statements

     c.   Inserting and handling of statements

          [*]

     d.   Customization fee (including addition of logos)                    [*]

10.  SPECIAL INSERTS FOR STATEMENTS.                                         [*]

     Includes physical stuffing of promotional pieces with the monthly
     statement.                                                              [*]

11.  MESSAGES FOR STATEMENTS.                                                [*]

     Includes automatic messages for all Credit Unions as well as customized
     messages.                                                               [*]

12.  ON-LINE COLLECTION SYSTEM.

     12.1 MONTHLY SERVICE CHARGE.                                            [*]

          Provides Interface with Collection Management System               [*]

     12.2 RECORD RETENTION.                                                  [*]

          Per account per month on the Collection Management System (Credit
          Union Parameter Driven)                                            [*]

     12.3 PER ACCOUNT ACCESS FEE. Per inquiry into the On-Line Collection
          System                                                             [*]

13.  ON-LINE SYSTEM ACCESS.

     a.   Service View interface to the bankcard system                      [*]

     b.   CollectorView interface to collection system                       [*]

14.  ON-LINE COLLECTION SYSTEM LETTERS.

     14.1 ON LINE COLLECTION SYSTEM LETTERS.                                 [*]

          a.   Standard Letter Services

          b.   Custom Letter Services

          c.   Printing of Letters

          d.   All Forms


Schedule L                                                          Page 5 of 11



                           CERTEGY CARD SERVICES, INC.
                      CARD SERVICES FOR CREDIT UNIONS, INC.
                                   SCHEDULE L
      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                             EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

     14.2 ADDITIONAL PAGES. Applies to each page after the first page of
          multiple page letters                                              [*]

15.  CREDIT BUREAU REPORTING.                                                [*]

     Includes creating tape and forwarding to the Credit Bureaus designated
     by Credit Union.                                                        [*]

*    Per month per Credit Bureau per prefix.

16.  BILLING ERROR AND DISPUTE PROCESSING. (Optional Services)

     16.1 CUSTOMER ENTERED CHARGEBACK OR RETRIEVAL VIA ON-LINE ENTRY.        [*]

     16.2 CERTEGY ENTERED CHARGEBACK OR RETRIEVAL.                           [*]

     16.3 CERTEGY BASIC BILLING ERROR SERVICES.

          All cardholder contact (written and phone calls) is handled by Credit
          Union. Certegy performs each dispute phase as required and corresponds
          with institution to enable Credit Union to maintain account and
          communicate with cardholder:

          [*]

     16.4 CERTEGY ENHANCED BILLING ERROR SERVICES. Certegy handles all
          cardholder contact. This includes: receiving written disputes;
          handling phone calls for dispute initiation purposes; managing dispute
          status; creating and mailing cardholder letters including postage, and
          communication with Credit Union to enable account maintenance.

          [*]

     16.5 CERTEGY FRAUD SERVICES.                                            [*]

          Services include recovery of fraudulent transactions, all phases of
          the chargeback cycle, obtaining affidavits, and providing a close out
          package to the Credit Union outlining final fraud balance for charge
          off or insurance claims.


Schedule L                                                          Page 6 of 11



                           CERTEGY CARD SERVICES, INC.
                      CARD SERVICES FOR CREDIT UNIONS, INC.
                                   SCHEDULE L
      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                             EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

17.  SELF-ADMINISTERED BANK TELEPHONE CUSTOMER SERVICE. (Optional Services)

     17.1 AFTER HOURS TELEPHONE CUSTOMER SERVICE.                            [*]

          Includes telephone customer service outside of normal business hours.
          After hours customer service is provided 5:00 p.m. to 7:00 a.m. Monday
          through Friday and 7:00 a.m. to 9:00 p.m. Saturday. Closed on Sunday.

     17.2 HIGH-VOLUME CARD CUSTOMER SERVICE FEE.                             [*]

          This fee will apply to after hours customer service for any program
          targeted to a customer segment that generates a high volume of
          customer service calls (i.e. secured cards, sub-prime or any high
          fee/low credit line program).

     17.3 PREMIUM CUSTOMER SERVICE.                                          [*]

          [*]

     17.4 VIP CUSTOMER SERVICE.                                              [*]

          [*]

18.  [*]

SPECIAL

     19.  CERTEGY INTERNAL CONVERSION FEE.                                   [*]

          Applies to projects to convert whole or partial portfolios from other
          Certegy card platforms to the BASE2000 card platform.

     20.  [*]

     21.  ONE-TIME ON-LINE TERMINAL AND COMMUNICATIONS SET UP FEE.           [*]

          (at Credit Union's request)

*    Plus out-of-pocket expenses (airfare, accommodations, meals, etc.)(to be
     absorbed by Credit Union).


Schedule L                                                          Page 7 of 11



                           CERTEGY CARD SERVICES, INC.
                      CARD SERVICES FOR CREDIT UNIONS, INC.
                                   SCHEDULE L
      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                             EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

22.  ON-SITE TRAINING FOR CUSTOMER SERVICE.                                  [*]

     (at Credit Union's request)

*    Plus out-of-pocket expenses (airfare, accommodations, meals, etc. to be
     absorbed by Credit Union).

23.  AUDIT CONFIRMATIONS. (Excluding postage) Includes:

     a.   Preparing and mailing audit confirmations upon written request     [*]

     b.   Per account confirmation                                           [*]

*    Per Credit Union per audit request

24.  STANDARD TAPE.                                                          [*]

25.  NAME/ADDRESS LABELS.                                                    [*]

26.  OTHER SPECIAL SERVICES.                                                 [*]

27.  PASS THROUGH FEES. (Note: Pass though fee items are not included in monthly
     minimum totals.) All fees and increases incurred by Certegy for the items
     listed below shall be passed on to Credit Union.

     27.1 COMPUTER REPORTS*. Includes:

          a.   Cardholder Package, including cardholder settlement and
               statistical data as well as statement information             [*]

          b.   Business Card Package                                         [*]

*    Per month per Credit Union BEN/ICA, additional copies at $0.25 each     [*]

     27.2 COURIER. Includes:                                                 [*]

          a.   All cost of courier for delivery of media or reports to and from
               Credit Union.

          b.   If U.S. Mail is used, all postage costs are borne by Credit
               Union.

     27.3 POSTAGE. Includes all first class postage associated with mailing
          of plastics, statements, notices or other mailings requested by
          Credit Union.                                                      [*]

     27.4 POSTAGE PRE-SORT REBATE. (Qualifying items)                        [*]

          This is a rebate to Credit Union for current first class mail rate for
          qualifying statements, as identified by Certegy.

     27.5 ELECTRONIC WARNING BULLETIN LISTINGS. Includes:                    [*]

          a.   Visa/MasterCard charge for listing on the Electronic Warning
               Bulletin.

          b.   Charges for listing in the printed warning bulletin for regions
               outside the U.S.


Schedule L                                                          Page 8 of 11



                           CERTEGY CARD SERVICES, INC.
                      CARD SERVICES FOR CREDIT UNIONS, INC.
                                   SCHEDULE L
      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                             EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

     27.6 "CALL ME" TRANSACTIONS. Includes the additional authorization      [*]
          referral calls on questionable sales as requested by non-Certegy
          card issuers for which a fee is paid by the non-Certegy card
          issuer.

     27.7 OTHER MASTERCARD AND VISA FEES. ASSESSMENTS AND OTHER SERVICES.    [*]

          Credit Union shall be responsible for all MasterCard and VISA fees,
          dues and assessments related to the cardholder services provided to
          the card issuing members (e.g., "Please Call Fees").

28.  AD HOC REPORTING                                                        [*]

29.  EXTENDED ON-LINE STATEMENT HISTORY.

          Provides on-line statement history viewing. Fee is per account per
          month.

          2 months plus current cycle                                        [*]
          6 months plus current cycle                                        [*]
          12 months plus current cycle                                       [*]

30.  NEURAL NETWORKS. (Optional Service)                                     [*]

          a.   Falcon(R)

          b.   TRIAD

31.  INTERFACE TO THIRD PARTY.

     Providing a daily transmission of cardholder data to the institution or the
     institution's authorized processor.

     31.1 SIGN-UP FEE.

          a.   Direct Connection to Certegy                                  [*]

          b.   Connection through processor                                  [*]

     31.2 MONTHLY MAINTENANCE FEE.

          a.   Direct Connection to Certegy                                  [*]

          b.   Connection through processor                                  [*]

     31.3 TRANSACTION FEE

          Assessed on each posted transaction

          [*]

32.  FRAME RELAY                                                             [*]


Schedule L                                                          Page 9 of 11



                           CERTEGY CARD SERVICES, INC.
                      CARD SERVICES FOR CREDIT UNIONS, INC.
                                   SCHEDULE L
      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                             EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

33.  E-REPORTS

     a.   Implementation Fee                                                 [*]

     b.   Monthly Maintenance                                                [*]

     c.   Per Page                                                           [*]

     d.   Recreate                                                           [*]

34.  VERIFIED BY VISA and/or MasterCard SecureCode.

     a.   Visa issuer credit program monthly per bank fee                    [*]

     b.   MasterCard issuer credit program fee                               [*]

     c.   Enrolled account hosting and maintenance



Number of Accounts   Fee Per Account
- ------------------   ---------------
                  
1 - 5,000                $0.0500
5,001 - 10,000           $0.0475
10,001 - 25,000          $0.0425
25,001 - on up           $0.0375


     d.   Authentication request                                             [*]

35.  eZCardInfo.com

     eZCardInfo is a service that provides cardholders access to their credit
     card information via the Internet. Cardholder functionality includes the
     ability to view account balance, transaction and historical statement
     information and to pay their monthly credit card invoice on-line

     [*]                                                                     [*]


Schedule L                                                         Page 10 of 11



                           CERTEGY CARD SERVICES, INC.
                      CARD SERVICES FOR CREDIT UNIONS, INC.
                                   SCHEDULE L
      SERVICES AND FEES FOR SELF-ADMINISTERED BASE2000 CREDIT CARD PROGRAMS
                             EFFECTIVE MARCH 1, 2004

THE FOLLOWING FEES APPLY TO EACH CREDIT UNION SEPARATELY (I.E., NOT CUMULATIVE).

     [*]

          Administrative Change                                              [*]

          Banner Advertisement Add, Change or Delete                         [*]

36.  MANUALS/CD - ROM.                                                       [*]

37.  READI REVIEW. (Optional Service)                                        [*]

     Readi-Review(sm) Plus enables the Credit Union to manage credit risk and
     opportunity within the card portfolio by assigning a Beacon Risk Score and
     a Credit Grade score to existing card accounts. This information helps
     Credit Union evaluate and predict future credit performance and predict the
     likelihood of bankruptcy, charge-off, loan default or serious delinquency.
     Readi-Review(sm) Plus is available in two options. The Full Portfolio
     Review analyzes all accounts to determine which accounts meet requirements
     for additional products, services or credit line changes. The Reissue
     Review works with other pre-determined reissue criteria to provide a
     complete picture before the plastic is reissued. Either option - Full or
     Reissue - provides critical information to manage opportunities and risks
     within a portfolio.

38.  ULTRAGRAPHICS LOGO SETUP FEE FOR PLASTICS EMBOSSING.

     a.   Camera Ready Artwork                                               [*]

     b.   Non-camera ready artwork                                           [*]


Schedule L                                                         Page 11 of 11