Doc4.pdf - Dania Beach e-forms

Response to Request for Proposal No. 10-013

Table of Contents Section I. Cover Letter Section II. Qualifications and Experience Relationship Team Community Impact Report

Stability of Bank/Financial Strength Section III. Ability to Provide Services Response to Scope of Services/Questionnaire (Appendix III) Section IV. Cost of Banking Services Appendix IX- Proposal Quotation Form Section V. Required Documentation (Appendices) Section VI. Additional Information

Availability Schedule Business Continuity Plan Insurance Requirements Sample Reports Sample Agreements

A copy of the 2009 Annual Report and most recent call report is included with the Proposal as marked, “Original.” Additional financial information is also available online at https://www.wellsfargo.com/invest_relations/investor_relations/

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Relationship Team

OUR COMMITMENT TO THE CITY OF DANIA BEACH

Your Relationship Manager, Lance Aylsworth along with the Treasury Management SalesConsultant, Robert Wilkins will be the lead contacts for the City’s overall relationship with thebank. Lance and Robert are tenured professionals with deep commitment and knowledge ofthe local market and government industry in Florida with over 30 years of experience. Thissenior duo leads a team of professionals covering all requirements listed of the RFP, andmakes it easy for the City by providing centralized points of contact for all of your needs. Lance

d R b t ill di t th i t ti b t th Cit d i d t tand Robert will coordinate the interaction between the City and our various departmentsand/or experts without the need for the City to figure out who should be called for a particularneed or when an issue arises. Both Lance and Robert are your advocates within the bank andwork closely with our product specialists to provide both customized financial expertise andquality service to the City.

BAKER

BAY

CLAY

DIXIE

DUVALESCAMBIA

FLAGLER

FRANKLIN

GADSDEN

GULF

HOLMESJACKSON

LEON MADISON

NASSAU

PUTNAM

ST JOHNS

TAYLORWAKULLA

WALTON

SANTAROSA LOOSA

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WASH-ING-TON

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LIB-SUWAN-

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JEFFERSON

HAMILTON

UNION

COLUMBIA

BRADFORD

ALACHUA

CITY OF DANIA BEACH

BREVARD

CITRUS

DIXIE FLAGLER

LAKE

LEVYMARION

ORANGE

OSCEOLAPASCO

PINELLAS POLK

VOLUSIA

LAFAYETTE

GILCHRIST

HILLSBOR-

SEMINOLE

HER-NANDO

SUM-TER

Relationship ManagerLance Aylsworth, VP

Supported by:

Treasury Management Sales ConsultantRobert Wilkins, SVP

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CHAR-LOTTE

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MANATEE

MARTIN

PALM BEACH

PINELLAS

SARASOTA

HIGH-LANDS

LUCIE

STOKEE-CHO-BEE

HILLSBOROUGHSupported by:

Latosha WedderburnSupported by:

Jackie Kobialko

BROWARD

COLLIER

DADEMONROE

MONROEMONROE

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Relationship Team

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Lance Aylsworth, Vice President Relationship Manager

200 S Biscayne Boulevard Miami, Florida 33131 Phone: 305-789-4824 Fax: 305-789-4809 [email protected]

Lance has over 17 years of banking experience managing International, Treasury, Commercial, Government and Institutional relationships. For the past 5 years, Lance has been a committed Government and Institutional Banker in South Florida at Wachovia. Prior to his Government banking career, Lance served as a Commercial Banker for another financial institution. Lance received a Bachelor’s degree in Finance from James Madison University in Virginia. He is a native of Miami, a member of the Miami-Dade League of Cities, on the Board of the Miami Science Museum and has obtained his certification as a Certified Treasury Professional (CTP®).

Latosha Wedderburn Relationship Associate

450 South Australian Avenue, 7th

West Palm Beach, Florida 33401 FL

Phone: 561-650-2368 Fax: 561-650-2367 [email protected]

Latosha has over 13 years experience with Wachovia working in various capacities, including 4 years in treasury services. She currently assists Lance with managing Government relationships in Lee, Charlotte, Collier, Monroe, Broward and Dade Counties. Latosha has a degree in Business Administration and extensive experience with client support. She is an active volunteer in her community, devoting much of her time to the public school system.

Robert Wilkins, Jr. CCM Treasury Management Sales Consultant

Senior Vice President 450 South Australian Avenue, FL 4600 West Palm Beach, Florida 33401 Phone: 561-366-5572 Fax: 561-366-5509 [email protected]

Robert is a Certified Cash Manager and has in excess of 20 years experience in providing Treasury Management solutions for government entities in South Florida. Robert is a native of West Palm Beach and holds a BS in finance from Florida A&M University and an MBA in Management from Samford University. Robert’s 20 plus years experience in Treasury Services include positions in cash management customer service, product management, product development and sales. Robert is a past vice president of the Gold Coast Chapter of the Treasury Management Association and former board member of the Suncoast Chamber of Commerce. Robert was previously the Director – Cash Management of Republic Securities Bank where he successfully oversaw the planning and installation of the bank’s cash management division.

Jackie Kobialko Treasury Services Analyst

450 South Australian Avenue, 8th

West Palm Beach, Florida 33401 Floor

Phone: 561-366-5571 Fax: 561-366-5509 [email protected]

Jackie has over 16 years of experience in the financial industry working directly with governmental entities. She also has more than 27 years of experience providing customer service and support. Jackie is the Sales Associate for Robert Wilkins providing Assistance in treasury services, specifically for government clients.

Relationship Team

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CUSTOMER SERVICE TEAM:

The Commercial Customer service model provides the City the flexibility of relying on your Relationship Manager, Lance Aylsworth, Relationship Associate, Latosha Wedderburn or work with a centralized team for customer service. The decision is yours, and the City can make it on a case-by-case basis depending upon the nature of your inquiry. Our Commercial Customer Service Group is a centralized department that is staffed with well-trained analysts capable of quickly and effectively addressing your cash management, depository and government banking inquiries. These analysts have access to multiple bank systems for on-the-spot research and responsiveness. All members of the commercial customer service team are responsible for performing and knowing the following:

• Responding to customer inquiries and transaction requests. • Providing personal and professional service to customers,

Relationship Managers and others. • Knowing customers and their relationships. • Understanding the implementation, operational, technical,

credit policy, documentation and reporting aspects of our Treasury Services products.

• Analyzing problem situations and defining steps for corrective action.

Identifying and communicating problematic trends.

Our Presence in the City of Dania Beach

City of Dania Beach 2

Our Presence in City of Dania Beach

Our retail franchise, which serves individuals and small businesses, is among the largest in the country

Our customers can access their accounts through our financial centers and ATMs, by telephone or via the web with our on-line banking services

Our Presence in City of Dania Beach:

Team Members: 101

Community Banking Stores: 11

ATMs: 11

Deposit Share (rank#) 10.8% (#5)2

Total Deposits: $42.1 million2

Serving the Citizens of City of Dania Beach

Our presence in City of Dania Beach supports the

local economy by providing jobs, paying taxes and occupying commercial

space

1Company data as of 12/31/092FDIC Deposit Market Share Report as of 6/30/09


Our Presence in Broward County

Our retail franchise, which serves individuals and small businesses, is among the largest in the country

Our customers can access their accounts through our financial centers and ATMs, by telephone or via the web with our on-line banking services

Our Presence in Broward County:

Team Members: 1,5551

Community Banking Stores: 47

ATMs: 1071

Deposit Share (rank#) 19.2% (#2)2

Total Deposits: $7.06 billion2

Serving the Citizens of Broward County

Our presence in Broward County supports the local

economy by providing jobs, paying taxes and occupying

commercial space

1Company data as of 12/31/092FDIC Deposit Market Share Report as of 6/30/09


Philanthropic Investing

$684,800 to nonprofits and schools through corporate and foundation giving

$107,140 in contributions through the annual team member Community Support and United Way Campaign

$45,377 in contributions to match team member gifts to accredited educational institutions, foundations, and Habitat for Humanity

Team Member Volunteers

1,501 volunteer hours contributed by team members throughout the Broward County community

Contributing to the Broward County Community

The heart and soul of our organization’s community outreach is its employees,

1,555 of whom work in Broward County

Company data as of 12/31/09

Our Presence in Broward County

A focus on relationshipsWe want to be your trusted partner, providing relevant ideas and recommendations that will help you articulate and achieve your goals for your community now and in the future. We are dedicated to understanding and anticipating your needs, and coordinating all of our specialists and resources to help you meet your fi nancial goals.

Integrated to meet your needsWells Fargo government banking brings together specialized banking teams, investment banking professionals and tax-exempt fi xed-income trading and distribution capabilities into one team, off ering an integrated approach that centers our business around the needs of you, our client.

Shared strengthThe merger of Wells Fargo and Wachovia creates one organization with unparalleled strength and stability. For over 150 years, Wells Fargo has been a trusted partner to our government clients through all economic cycles. For more information, please visit us at: www.wellsfargo.com/government

Client profi le• Federal, state, county and city governments• Government agencies and authorities• Water districts• Municipal utilities • School districts

Capital raising solutions• Public Finance underwriting and remarketing• Liquidity and credit enhancement• Working capital lines of credit• Term loans, bank qualifi ed, tax-exempt and taxable• Equipment leasing and fi nance

Operating solutions• Treasury management and depository products • Liquidity management• Insurance and risk management• Trust and custody services• Employee benefi ts

Financing for• Infrastructure improvements • Public utilities including water, sewer, gas, telephone and electric.• Energy improvements • County courthouses, jails, city halls and public works buildings

©2009 Wells Fargo Bank, N.A. Member FDIC. All rights reserved.

Government sector expertiseWells Fargo’s government bankers work with you to anticipate your needs, and assist you in making smart decisions about the future.

With an extensive range of fi nancing and operational solutions designed for government entities, and with over 2,800 government clients, we have the experience and knowledge needed to help you determine the right solutions for your constituents. To discuss your specifi c needs and leverage our strength, stability and experience, contact us today.

Government & Institutional Banking

Commercial banking products and services are provided by Wells Fargo Bank, N.A., and Wachovia Bank, N.A. Investment banking and capital markets products and services are provided by Wells Fargo Securities. Wells Fargo Securities is the trade name for the capital markets and invest-ment banking services of Wells Fargo & Company and its subsidiaries, including Wachovia Bank, N.A., and Wells Fargo Securities, LLC, member FINRA and SIPC.

Wells Fargo Today 4th quarter 2009

Wells Fargo & Company (NYSE: WFC) is a diversified financial services company providing banking, insurance, investments, mortgage and consumer finance through more than 10,000 Wells Fargo and Wachovia stores, 12,000 Wells Fargo and Wachovia ATMs, the internet and other distribution channels across North America and internationally.

We’re headquartered in San Francisco, but we’re decentralized so every local Wells Fargo store is a headquarters for satisfying all our customers’ financial needs and helping them succeed financially. One in three households in America does business with Wells Fargo. Wells Fargo has $1.2 trillion in assets and more than 281,000 team members across our 80+ businesses. We ranked fourth in assets and second in market value of our stock among our U.S. peers as of December 31, 2009.

Our vision: We want to satisfy all our customers’ financial needs, help them succeed financially, be the premier provider of financial services in every one of our markets, and be known as one of America’s great companies.

Reputation: FORTUNE World’s 14th Most Admired Company (2009) 41st in Revenue Among All Companies in All Industries* U.S.’ 56th¬Most Profitable Company* U.S.’ 12th Largest Private Employer

Forbes One of America’s Best Big Companies (2008)Top 100 Best Companies in the World (2009)

Barron’s World’s 25 Most Respected Companies (2009)

BusinessWeek Best Places to Launch a Career (2009)America’s #2 Most Generous Corporate Foundations (2010)

Newsweek America’s #1 Green Bank and #13 Greenest Big Company (2009)

Human Rights Campaign Perfect Score of 100 on Corporate Equality Index (2009)

CRO Magazine 100 Best Corporate Citizens (2009)

U.S. Environmental Protection Agency Top 20 Green Power Partner Companies (2009)

DiversityInc. Top 50 Companies for Diversity (2009)Top 10 Companies for Latinos Top 10 Companies for Lesbian, Gay, Bisexual, and Transgender Employees Top 10 Companies for Recruitment and Retention

LATINA Style Top 50 U.S. Companies for Latinas (2009)

Mortgage Bankers Association #1 Commercial Real Estate Lender by number of annual transactions (2008)

Brookings Institution #1 Corporate Web Site for Technology Innovation (2009)

InformationWeek #4 Most Innovative Business Technology Organization (2009)

Office of the Comptroller of the Currency “Outstanding” for Community Reinvestment Act performance (2009)

Global Finance Top Consumer Internet Bank in the United States (2009)

FImetrix Worldwide market share for primary correspondent bank relationships (2009)

ABI Research Mobile Banking earned “A” grade (2009)

Bank Technology News #1 Bank Technology Innovator of the Year (2009)

Who we are

* Excludes Wachovia

4th quarter 2009 • page 2

#1 in U.S.• Banking stores (6,629 Wells Fargo

and Wachovia stores in 39 states & D.C.)

• Total Stores (10,340 Wells Fargo and Wachovia stores)

• Total mortgage producer; Retail mortgage producer

• Mortgage lender to low-to-moderate income home buyers (2008 HMDA data)

• Mortgage stores

• Small business lender (U.S. in total dollar volume per 2008 Community Reinvestment Act data)

• Lender to U.S. agriculture among commercial banks

• National SBA 7(a) lender in dollar volume (combined with Wachovia for 2009 fiscal year)

• Bank-owned insurance brokerage

• Commercial real estate lending and brokerage by number of transactions in the U.S.

• Annuity distributor

• Market Share for middle market* companies – more companies chose Wells Fargo as their lead bank than any other institution in the country

#2• Deposits

• Issuer of Debit Cards

• Family wealth provider

• Worldwide market share for primary correspondent bank relationships

• Mutual fund family among U.S. banks

• Leveraged loan issuer by number of transactions (Thomson Reuters)

• Worldwide market share for primary correspondent bank relationships

#3• Branded bank ATM owner (12,363

Wells Fargo and Wachovia ATMs)

• Full-service brokerage provider

• Wealth management provider

• Retail insurance brokerage in the U.S.

• High grade corporate loan issuer by number of transactions (Thomson Reuters)

#4• Insurance brokerage in the world

• IRA provider

• High yield corporate bond issuer by number of transactions (Bloomberg)

#6• U.S. equity capital markets

bookrunner by volume (Thomson Reuters)

#7• Institutional retirement plan

recordkeeper

#12• Merger and acquisition advisor by

volume (Thomson Reuters)

#13• Among underwriters of U.S. bonds

and 10th in global equity offerings (Bloomberg)

*Annual revenues of $25-500 million

North America’s most extensive financial services network

Key facts*

12/31/09

Assets $1.2 trillion

Team members 281,000

Customers 70 million

Stores 10,340

ATMs 12,363

Market Value of Stock $140 billion

*Includes Wells Fargo and Wachovia


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Our businessesRegional Banking

• 6,629 banking stores in 39 states & D.C. (Wells Fargo and Wachovia)

• More than 20 million retail households

• One of United States’ most extensive banking franchises

Pennsylvania (298)South Carolina (147)South Dakota (53)Tennessee (18)Texas (804)Utah (131)Virginia (294)Washington (152)Wisconsin (57)

Wyoming (31)

Banking Stores*

*Includes Wachovia locations, still to be converted to Wells Fargo banking stores. Customers should continue to bank as usual.

Alabama (142)Alaska (50)Arizona (275)Arkansas (4)California (1,160)Colorado (171)Connecticut (77)Delaware (20)District of Columbia (32)

Florida (706)

Georgia (279)Idaho (90)Illinois (23)Indiana (37)Iowa (77)Kansas (8)Maryland (82)Michigan (24)Minnesota (180)

Mississippi (13)

Montana (47)Nebraska (47)Nevada (130)New Jersey (313)New Mexico (97)New York (85)North Carolina (323)North Dakota (27)Ohio (1)

Oregon (124)

Wells Fargo Online®Wells Fargo is a leading provider of online financial services, offering individual consumers, small and middle market businesses and large corporations a full range of banking, money movement, investing, asset management and other financial and risk management products and services through the online channel. The free* and secure Wells Fargo MobileSM Banking service also allows consumer and small business customers to connect to their Wells Fargo accounts through the mobile web (wf.com) and text messaging (93557), and wf.com is available free* from the App StoreSM on iPhone™ and iPod® touch or at www.itunes.com/appstore/.

Online Banking• 16.7 million combined active online

customers

• 4.0 million combined active Bill Pay customers

*Mobile carrier's text messaging and web access charges may apply

ATM banking• 12,363 Wells Fargo and Wachovia

ATMs.

• 3,839 Envelope-FreeSM ATMs make deposits easier, accepting deposits in stacks of 30 checks or 50 bills. Cash is credited immediately; check amounts are automatically read and images are shown on the screen and receipt, and the business day is extended to 8pm.

• Wells Fargo’s exclusive ATM machines automatically remembers customers’ language preference, and provides six different on-screen language options (English, Spanish, Chinese, Hmong, Korean, Vietnamese). Wells Fargo is upgrading all Wachovia ATMs to offer these same features.

• Wells Fargo and Wachovia ATMs feature voice instructions for the visually impaired.


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Alabama (7)Alaska (4)Arizona (18)Arkansas (7)California (136)Colorado (28)Connecticut (7)Delaware (6)Florida (45)Georgia (19)Idaho (2)Illinois (22)Indiana (10)

Iowa (2)Kansas (4)Kentucky (4)Louisiana (7)Maine (3)Maryland (13)Massachusetts (21)Michigan (12)Minnesota (29)Mississippi (4)Missouri (19)Montana (7) Nebraska (3)

Nevada (2)New Hampshire (4)New Jersey (23)New Mexico (5)New York (26)North Carolina (28)North Dakota (1)Ohio (21)Oklahoma (13)Oregon (16)Pennsylvania (31)Rhode Island (3)South Carolina (7)

Tennessee (15)Texas (31)Utah (5)Vermont (2)Virginia (24)Washington (35)Washington D.C. (2)West Virginia (6)Wisconsin (14)Wyoming (1)

*Excludes Mortgage locations inside banking stores.

Wells Fargo Home Mortgage stores*

Wells Fargo Home Mortgage• Nation’s #1 mortgage originator

(2009 year-end data, Inside Mortgage Finance) and #2 servicer of home mortgages (2009 year-end data, Inside Mortgage Finance).

• Serving all 50 states through more than 2,200 mortgage and Wells Fargo banking stores, and the internet

• Serving 9 million customers nationwide

• Originations: $427.2 billion (Wells Fargo and Wachovia data combined, year-end 2009, as reported by Wells Fargo to Inside Mortgage Finance)

• Owned Mortgage Servicing: $1.8 trillion (Wells Fargo and Wachovia data combined, year-end 2009, as reported by Wells Fargo to Inside Mortgage Finance)

• #1 retail reverse mortgages originator

• #1 originator of renovation financing

Wells Fargo Debit and Consumer Credit Card

• United States’ #2 issuer of debit cards

• 35.4 million debit card accounts

• Including Wachovia: 10.4 million credit card accounts

• $16.5 billion in total credit card outstandings

Personal Credit ManagementUnsecured personal lines of credit and unsecured personal loans, transportation loans (boat loans and other vehicle loans) and loans secured by bank deposits. Primary sales channels: Wells Fargo Regional Bank, Internet/wellsfargo.com and Wells Fargo Phone Bank.

• Accounts: 2.1 million

• Portfolio Balances: $7.5 billion

• New accounts in Q409: 18,828


Alabama (16)Alaska (7)Arizona (17)California (75)Colorado (16)Connecticut (5)Delaware (3)Florida (34)Georgia (18)Hawaii (3)Idaho (8)Illinois (30)Indiana (13)

Iowa (13)Kansas (7)Kentucky (9)Louisiana (18)Maine (2)Maryland (20)Massachusetts (10)Michigan (9)Minnesota (13)Mississippi (9)Missouri (16)Montana (7)Nebraska (8)

Nevada (9)New Hampshire (2)New Jersey (13)New Mexico (12)New York (28)North Carolina (13) North Dakota (4)Ohio (18)Oklahoma (9)Oregon (11) Pennsylvania (23)Rhode Island (3)South Carolina (12)

South Dakota (3)Tennessee (17)Texas (35)Utah (14)Virginia (14)Washington (25)West Virginia (7)Wisconsin (15)Wyoming (4)Guam (3)Saipan (1)

Wells Fargo Financial stores – U.S.

Alberta (14)British Columbia (18)Manitoba (5)

New Brunswick (6)Newfoundland (5)Nova Scotia (10)

Ontario (44)Prince Edward Island (2)

Quebec (22)Saskatchewan (5)

Wells Fargo Financial stores – Canada

Wells Fargo Financial$57 billion in assets, providing real estate-secured lending, automobile financing, consumer and private-label credit cards and commercial services to consumers and businesses. 15,800 team members, 815 stores in 48 states across the U.S., 10 provinces of Canada, Puerto Rico and the Pacific Rim. Headquartered in Des Moines, Iowa, serving more than 5.3 million customer households.

• Wells Fargo Financial – 681 stores offering real estate-secured and auto lending in 48 states, Guam and Saipan.

• Wells Fargo Auto Finance – auto lending to consumers via Wells Fargo Bank and Wells Fargo Financial consumer store locations, direct mail campaigns and Web applications.

• Wells Fargo Financial Corporation Canada – 131 stores providing lending to consumers in all 10 provinces of Canada.

• Wells Fargo Financial Cards – Visa and MasterCard credit cards for consumers.

• Wells Fargo Financial Leasing – customized financing programs for equipment manufacturers and dealers as well as loans and leases for agricultural, commercial, industrial and medical businesses.

• Wells Fargo Preferred Capital – provides senior-secured credit facilities, lines of credit and other capital products to consumer, automotive and retail finance companies.

• Wells Fargo Financial Retail Services – private-label and dual-line credit cards for retail stores and manufacturers with large dealer networks in the United States and Canada.

• Matsco – financing for practice acquisition, start-up and expansion for physicians, dentists, veterinarians, optometrists and ophthalmologists.

• Wells Fargo Financial Insurance Services – a wide range of insurance products, services and memberships offered and administered via three wholly owned insurance companies – Centurion Life Insurance, Centurion Casualty and CGT Insurance.

• Reliable Financial Services – automobile lending through relationships with 232 dealers and three stores in Puerto Rico.

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One of the largest wealth management, brokerage and retirement providers in the U.S. The group focuses on providing solutions that meet clients’ unique needs. It provides comprehensive planning and advice, investment management, brokerage, private banking, estate planning strategies, trust, insurance and retirement services.

Retail BrokerageWells Fargo Advisors operates the nation’s third-largest brokerage business with 14,961 full-service financial advisors in nearly 5,400 locations nationwide and in Latin America and 6,096 licensed bankers in retail Wells Fargo and Wachovia stores. Brokerage administers $1.1 trillion in client assets, including $197 billion in managed account assets, and has $75 billion in deposits. Wells Fargo Advisors combines the capabilities of a large, national brokerage company with the culture of a smaller, regional firm through its commitment to Financial Advisors and client relationships. The company provides an array of services, including planning and advice, asset management, estate planning, retirement planning and portfolio monitoring.

Wealth Management Wealth Management and Family Wealth manage $118 billion in client assets and $48 billion in deposits. Wealth Management also manages 114,000 trust accounts. Wealth Management provides high-net-worth and affluent clients with a complete range of wealth management solutions that include private banking, investment management, trust and estate services and charitable services along with bank-based brokerage

Wealth, Brokerage and Retirement

Alabama (26)Alaska (3) Arizona (41)Arkansas (22)California (117)Colorado (32)Connecticut (18)Delaware (4)Florida (68)Georgia (42)Hawaii (4)Idaho (12)Illinois (68)

Indiana (31)Iowa (14)Kansas (19)Kentucky (12)Louisiana (19)Maine (4)Maryland (30)Massachusetts (26)Michigan (36)Minnesota (13)Mississippi (12)Missouri (36)Montana (3)

Nebraska (14)Nevada (12) New Hampshire (13)New Jersey (59)New Mexico (4)New York (64)North Carolina (58)North Dakota (4)Ohio (67)Oklahoma (14)Oregon (18)Pennsylvania (64)Rhode Island (5)

South Carolina (24)South Dakota (10)Tennessee (21) Texas (72)Utah (9) Vermont (6)Virginia (44) Washington (19)Washington D.C. (2)West Virginia (9)Wisconsin (29)Wyoming (3)

Brokerage locations*

through Wells Fargo Advisors and Wells Fargo Investments, LLC. Family Wealth provides services to ultra-high net worth clients with at least $50 million in relationship assets and is the nation’s second-largest multi-family financial office practices according to the Family Wealth Alliance, LLC.

Retirement Wells Fargo Retirement is a leader in serving the needs of retail customers and companies in retirement planning. Wells Fargo is the nation’s fourth-largest IRA provider according to Cerulli with $240 billion in client assets and is the nation’s leading annuity distributor according to LIMRA. Ranked as the nation’s seventh-largest recordkeeper by PLANSPONSOR Magazine , Wells Fargo administers 401(k), pension and other retirement plans for 3.5 million employees and pensioners, totaling $223 billion in institutional retirement plan assets, and is a leading provider of retirement educational services to sponsors and participants. Wells Fargo also administers $303 billion in custody assets, provides investment solutions and executive benefits consulting to institutional clients and delivers reinsurance services to global insurance companies.

Wealth, Brokerage and Retirement provides financial products and services through various banking and brokerage affiliates of Wells Fargo & Company including Wells Fargo Advisors and Wells Fargo Investments, LLC (member SIPC). Wells Fargo Advisors is the trade name used by two separate registered broker dealers and non-bank affiliates of Wells Fargo & Company: Wells Fargo Advisors, LLC, and Wells Fargo Advisors Financial Network, LLC (members SIPC). Statistics include First Clearing, LLC, and H.D. Vest Investment ServicesSM, affiliated broker-dealers of Wells Fargo & Company. Insurance products are offered through affiliated non-bank insurance agencies. 0110-4217

*Includes Wells Fargo Advisors Private Client Group and Financial Network locations. Does not include brokerage locations in banking stores and international offices.

Investment and Insurance Products: • Not FDIC Insured • NO Bank Guarantee • MAY Lose Value


Education Financial Services (Combined EFS and WEF)Wells Fargo Education Financial Services is one of the nation’s leading student loan providers for both federal and alternative student loans; portfolio of $35.2 billion.

• Offering education financing for nearly more than 40 years.

• Serving 2.6 million student and family customers.

• Originating more than $11.1 billion a year in federal and private student loans.

Wells Fargo Insurance

Wells Fargo Insurance Services (Commercial Insurance Brokerage)

• Largest bank-owned insurance brokerage in the U.S.

• 3rd largest retail insurance brokerage in the U.S.

• 4th largest insurance brokerage in the world.

Wells Fargo Insurance Inc. (Personal and Small Business Insurance)

• Life, health, property and casualty insurance to individuals and small business owners through a centralized, direct model.

• Serves 2.4 million customers of Wells Fargo affiliates nationwide.

Rural Community Insurance Services (Crop Insurance)

• U.S.’ largest crop insurance provider, operating in all 50 states.

Norwest Equity Partners®Minneapolis-based Norwest Equity Partners (www.nep.com) is one of nation’s oldest and largest private equity investment firms.

• Equity investments in profitable and growing middle market companies primarily through management buyouts, recapitalizations and growth financings across a variety of industry sectors to include: consumer products and services, distribution, financial services, healthcare, manufacturing, applied technology and business services.

• $4.6 billion in capital and commitments under management including $1.2 billion in Norwest Mezzanine Partners, the firm’s affiliated mezzanine fund.

Norwest Venture Partners®Norwest Venture Partners (NVP) (www.nvp.com), is a global, multi-stage investment firm that manages more than $3.7 billion in capital.

• It has offices in Palo Alto, Calif., Mumbai and Bangalore, India, and Herzelia, Israel.

• NVP makes early to late stage venture and growth equity investments in U.S. and global companies across a wide range of sectors including: information technology, business services, financial services and consumer.

• NVP has actively partnered with entrepreneurs to build great businesses for more than 49 years and has funded over 450 companies since inception.

Peregrine Capital• Money management for institutional

clients in the national market.

• Manages $3.6 billion for corporations, endowments/foundations, public funds, mutual funds and Taft-Hartley plans.

• Three equity styles, each managed by a dedicated and experienced team.

Lowry Hill®23-year-old firm providing investment management and comprehensive financial planning services for high net-worth families.

• Over $4.5 billion in assets under management and nearly 300 clients in 41 states.

• 97% business retention rate since 1986 inception of firm.

• $10 million investment minimum.

• Private equity investments for portfolios of $20 million or more.

• Four proprietary equity investment styles (U.S. large cap growth, international large cap, U.S. small cap, income equity) plus REITs and fixed income; client accounts’ hold individual securities chosen from models constructed by Lowry Hill Investment Principals.

• Locations: Chicago, Minneapolis, Scottsdale, Ariz. and Naples, Fla.

Home Equity• $124 billion portfolio*

• Serving 2.3 million customer households (as of November 2009)

*Consists primarily of real estate 1-4 family junior lien mortgage and lines of credit secured by real estate for all groups, excluding SOP 03-3 loans

Auto Dealer Services • A leading nationwide provider of

integrated solutions for the dealer community.

• Nation’s #3 auto finance lender* and the nation’s #1 used car lender*.

• $29.2 billion in managed auto and other consumer loans.

• Relationships with over 10,000 dealers.

• Servicing over 2.1 million customers.

• Commercial, real estate and floorplan lending**.

• Banking products and services targeted for dealer community**.

• After-market products and services through Warranty Solutions.

*Source-AutoCount (excluding leases).

**Offered through Wells Fargo Bank, N.A. and Wachovia Bank, N.A.


Wells Fargo Customer Connection Contact centers providing primary telephone service and sales channel 24/7 for customers across the territory; 31 sites with 12,000 team members handling over 500 million customer contacts annually, creating best-in-class multi-channel customer experiences via phone, email, IVR and correspondence for consumer, business banking, home equity and online banking customers.

Business BankingServes more than two million businesses with annual revenues of up to $20 million.

Business Deposits Providing deposit and other cash management services to businesses ranging from sole proprietorships to companies with up to $20 million in annual revenues.

Business LendingOffering lines of credit, business credit cards, equipment loans and commercial real estate loans, Wells Fargo, together with Wachovia, is America’s #1 small business lender. Together we are also the #1 provider of SBA 7(a) loans nationwide.

Merchant Services Processing $96 billion annually in card sales volume, Wells Fargo is a leader in the electronic payment industry.

Business Payroll Services Providing payroll processing, reporting and tax services for business customers.

National Business Banking Center (NBBC) Providing 24/7 telephone customer service support to our business banking customers.

Business Banking Accolades (together with Wachovia)

• America’s #1 small business lender (in total dollar volume) across three major 2008 Community Reinvestment Act (CRA) categories:

• loans under $100,000;

• loans under $100,000 in low- and moderate-income (LMI) neighborhoods; and

• total business lending under $1 million.

• America’s #1 SBA 7(a) lender in dollar volume and the #2 lender in units, extending 2,347 loans totaling $827 million in 2009.

• SBA Preferred Lender in 50 states.

• Wells Fargo’s Diverse Business Services programs provide outreach and education about financial services to women, African American, Latino and Asian business owners. Wells Fargo has loaned more than $40 billion to women- and diverse-owned businesses since 1995.*

*Represents legacy Wells Fargo only

Commercial Banking

Commercial Banking offers comprehensive solutions tailored for the needs of middle-market businesses ($10-500 million in annual revenues).

• More than 90 Regional Commercial Banking Offices nationwide.

• #1 Market Share for middle market companies (annual revenues of $25-500 million). More companies chose Wells Fargo as their lead bank than any other institution in the country.

• Offers credit, treasury management, risk management, investment products and financial services for middle-market customers.

• Serves companies in a wide variety of industries, with specialty group expertise in the agriculture, beverage, environmental services, and technology sectors.

Treasury ManagementMiddle-market and large corporate businesses across the U.S. use Wells Fargo global treasury management products and services.

Receivables Solutions – Community banks in 39 states and the District of Columbia; nationwide lockbox and cash vault networks, remote deposit products.

Payment Solutions – ACH, commercial credit cards, payment gateway services, employee paycards, prepaid cards, wire transfers and check services.

Wholesale BankingServes middle-market and large corporate businesses nationwide with traditional and asset-based lending, treasury management, equipment leasing, international services, investments, insurance brokerage, risk management and real estate services.


Technology Solutions – check image, electronic check conversion and Check 21 clearing, corporate mobile banking and treasury workstation services all integrated online and available through the CEO® portal.

Only bank to win four ACH quality and service excellence awards.

Commercial Electronic Office® PortalProviding instant online access to the financial services you need to manage your business, the Commercial Electronic Office® (CEO®) portal offers a single sign-on to more than 50 applications. The CEO portal, broadly used by treasury management customers, also offers online access to credit, foreign exchange, trade services, health benefit services and, trust and investment services. With its simple self-service features, customers can set up and modify user authorizations and more. Wells Fargo’s CEO Mobile® service helps customers monitor their accounts and perform time-sensitive treasury management functions from wherever you are through your Web-enabled cell phone or PDA.

Government & Institutional BankingBrings together specialized banking teams, investment banking professionals and fixed-income sales, trading and syndicate capabilities to offer an integrated approach for our clients. We take great pride in approaching each relationship individually, as one team, leveraging the resources of Wells Fargo to create the most value for our client. Our specialties include:

• Government Banking: Provides commercial banking solutions for the following clients: governments – federal, state, county and city; government agencies and authorities; water districts; municipal utilities and school districts.

• Education & Nonprofit Banking: Provides commercial banking solutions for the following clients: colleges and universities; 501 (c) organizations; charitable organizations, foundations and endowments; national and local nonprofit organizations and unions.

• Healthcare Financial Services: Provides commercial banking solutions for the following clients: hospitals, hospital-affiliated clinics, physician practices, ambulatory surgery centers, assisted-living facilities, private, and nonprofit 501(c)3 entities.

• Public Finance Investment Banking: Provides investment banking, derivatives marketing, credit, and syndications solutions for issuer clients.

• Sales, Trading & Syndicate: Underwrites debt issuance and provides sales and trading functions for tax exempt issuers.

• Municipal Syndications: Provides underwriting of large syndicated transactions involving municipal credit products, such as loans, letters of credit and liquidity facilities.

Commercial Real Estate (CRE)#1 in commercial real estate lending and brokerage by number of transactions in the U.S.

Real Estate Banking Group (REBG):Targets mid-sized (net worth of greater than $25 million) to well-capitalized commercial and residential real estate developers, operators and investors. These clients are generally privately held companies, real estate funds and public and private REITS. REBG also provides mezzanine financing and structured real estate debt to national, regional and local investors and developers of commercial real estate, including institutional investors, public real estate companies and trusts, co-mingled funds, and pension fund advisors on behalf of their clients.

Middle Market Real Estate (MMRE):Provides middle-market commercial real estate investors and developers with financing for income-producing properties such as multi-family properties, office complexes, industrial parks, and retail properties. MMRE provides construction, interim, mini-perm financing, and construction loan advisory services. Loans range from $1 million to $25 million.

Hospitality Finance Group (HFG):A specialty lending group that provides financial products and services to leading hotel owners throughout the United States. Customers include well-capitalized private owner/operators, institutional real estate funds dedicated to hospitality and public hotel real estate investment trusts.

Real Estate Capital Investments (RECI):Provides direct equity and equity-like structured investments, including preferred equity, in partnerships managed by existing customers primarily of the CRE platform. Customers are well-known and experienced in the product type and market, with demonstrated track record and potential.

Eastdil SecuredEstablished in 1967, combines capital markets and real estate expertise to conduct real estate transactions.

• Arranges investment property sales, debt placement, loan sales and structured finance advisory, private equity raises, investment banking and public debt and equity transactions.

• $235,235 billion of transactions since 2007.


Specialized Financial Services

Real Estate BusinessesWells Fargo Commercial Mortgage: recourse and non-recourse fixed- and variable-rate permanent financing on income-producing properties.

Wells Fargo Commercial Mortgage Servicing: one of the largest commercial mortgage-backed securities loan servicers in the nation.

Wells Fargo Multifamily Capital: non-recourse, permanent financing for multifamily properties and healthcare facilities through FHA, Fannie Mae, Freddie Mac and conduit programs.

Community Lending and Investment: financing for affordable residential and commercial projects, tax credits/CRA investments supporting economic development and job creation in communities.

Corporate Banking GroupUS Corporate Banking Division: products and services for large corporate and institutional customers with annual revenues in excess of $500 million and primarily investment grade profiles.

Financial Institutions Group: products and services for insurance companies, asset managers, broker/dealers, title insurance and escrow companies nationwide.

Power and Utilities Group: products and services for Regulated investor owned utilities, cooperatives and natural gas distribution companies.

Energy Group: focused on entire spectrum of public and private, small, middle market and large corporate companies in all sectors of the energy industry including: Exploration & Production, Energy Services and Equipment, Mid-Stream, Pipeline, and Refining.

Financial Sponsors Group: relationships with Private Equity firms with committed equity funds focused on middle-market and large-cap management buyouts, going private transactions and other recapitalizations.

Gaming Division: focused on multiple jurisdiction gaming companies – public and private, Native American casinos and single property gaming enterprises.

Restaurant Finance: focused on national and regional restaurant brands with sales greater than $50 million, large franchisees in established systems, convenience store and gas station owner/operators and landlords with single tenant retail properties.

Equity Funds: Principally invests in private equity funds that are sponsored by clients of our Financial Sponsors Group, Energy Group and Commercial Real Estate businesses. Selectively makes direct and co-investments in specific corporate and real estate transactions.

Wells Fargo Equipment Finance, Inc.: 2nd largest among bank-owned leasing companies in the U.S. offering equipment lease and loan products, vendor programs, and wholesale and syndication services to companies nationwide in both the U.S. and Canada. Canadian services provided through affiliate Wells Fargo Equipment Finance Company. WFEFI also manages First Union Rail (FUR), the 4th largest full service rail operating lease company in North America.

Wells Fargo Corporate Trust Services Fiduciary, trustee and agency services with debt securities issued by public and private corporations, government entities and the banking and securities industries, including mortgage-backed, asset-backed, collateralized loan obligations (CLOs), securities custody, bank loan administration and outsourcing, municipal, and corporate/high yield securities, litigation settlement administration and third-party corporate escrow agent.

• Securities under administration total $2.5 trillion in unpaid balance.

• Over 1,400 team members in over 30 offices across the United States and in the United Kingdom.

Shareowner Services: a leading stock transfer agent offering shareholder support services to companies nationwide. Facilitates stock transfers, dividend reinvestment and stock purchase plans, corporate actions and IPOs. Winner of the transfer industry’s TALON award for service for the past four years.

Investment Banking and Capital MarketsProvides focused industry coverage, strategic advice, debt and equity capital-raising to U.S. middle-market businesses and large U.S. corporations. Products and services provided include:

Equities – Common Stock, Convertible Bonds, Share Buybacks, Equity Derivatives, Equity Private Placements

Investment Grade Debt – Investment Grade Bonds, Preferreds, Debt Private Placements, Liability Management

High Yield Debt – Non-Investment-Grade Bonds, Liability Management

Loan Syndications – Loan Syndications, Loan Sales and Trading, Restructuring Advisory

Advisory – Sell-side M&A, Buy-side M&A, General Strategic Advisory, Spin Offs, Equity Carve-Outs, Reverse Morris Trusts, Defense Advisory, Fairness Opinions

Industries covered include:

• Consumer, Healthcare & Gaming

• Energy & Power

• Financial Institutions

• Financial Sponsors

• Industrials

• Middle Market Group

• Technology, Media & Telecom

… Wholesale Banking


Securities and Investment GroupFinancial Products: structures derivatives to manage risk or create investment opportunities for customers in various groups within Wells Fargo.

• Interest Rates: provides customized interest rate risk management.

• Commodities: hedging structures for producers or consumers of energy, electricity (power), metals or agricultural commodities.

• Credit Risk Hedging: protects concentrated or high-risk receivables from bankruptcy risk.

• Equity Risk Hedging: strategies to protect stock value, enhance returns, increase borrowing capacity and minimize or defer taxes.

• Customized Investment Solutions: helps investors gain market exposure to equities and other indices including interest rates, inflation, currencies and commodities. Offers structured investments to manage risk and protect principal.

• Institutional Investment Solutions: provides trading and structuring capabilities for multi-asset derivative based solutions to institutional clients.

Principal Investing:• Fixed Income Sales & Trading:

supports the delivery of fixed income investment solutions to a broad range of clients from large institutional investors to individual retail investors. A division of Wells Fargo Securities, serving fixed income corporate investors, money managers, financial institutions and public entities of all sizes throughout the United States, Latin America, Asia, and Europe.

• High Grade Sales: responsible for the distribution of high grade corporate debt and preferred stock to large institutional clients.

• High Yield Sales: responsible for the distribution of high yield corporate debt to large institutional clients.

• Structured Products Sales: delivers a broad range of structured assets, including MBS, ABS and CMBS to large institutional clients.

• Municipal Institutional Sales: responsible for the distribution of municipal products to large institutional clients.

• Generalist Fixed Income Sales: provides all cash Fixed Income products to short duration buyers and larger institutional accounts that do not require specialist coverage.

• Middle Market Fixed Income Sales: delivers cash Fixed Income products and related portfolio services to middle market Financial Institutions and Wells Fargo corporate clients.

• Europe Fixed Income Sales: responsible for the distribution of all cash Fixed Income products to European clients.

Equity Sales & TradingA division of Wells Fargo Securities serving clients who are raising equity and convertibles in the capital markets and investors looking for equity investment strategies, resources and expertise.

Focused on distributing Wells Fargo-originated equities transactions, marketing Wells Fargo research, and trading equity securities in the secondary market.

• Common stock

• Convertible securities

• Options

• Equity derivatives

• Equity finance

• Advanced electronic trading services

Research & Economics• Supports the sales, trading, and

origination teams by adding value to both fixed income and equity investors through publishing, idea generation, and aggressive calling efforts.

• Support of High Grade, High Yield, Equity, and Structured banking and secondary sales and trading.

Wells Fargo Securities is the trade name for certain capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Securities, LLC, a member of NYSE, FINRA and SIPC, Wells Fargo Institutional Securities, LLC, a member of FINRA and SIPC, and Wachovia Bank, National Association. Wells Fargo Securities, LLC carries and provides clearing services for Wells Fargo Institutional Securities, LLC customer accounts.

Investment and Insurance Products: • Not FDIC Insured

Public Finance and Sales, Trading & Syndicate

Public Finance Investment Banking:

• Provides investment banking, capital markets and credit solutions for issuer clients

• A team of more than 120 investment banking professionals in 20 offices nationally

• Clients are covered by geographic and industry specific investment banking teams

Sales, Trading & Syndicate:

• Provides cash trading, institutional sales and underwriting solutions for investor clients

• Trading & Syndicate desks strategically located in Charlotte and Minneapolis and Institutional Sales specialists located in Charlotte, New York, Philadelphia and Richmond

… Wholesale Banking, Specialized Financial Services


Asset-based Lending

Wells Fargo Capital Finance*Provides traditional asset-based and non-traditional senior secured financing solutions from $2 million to more than $1 billion, along with factoring, trade finance, purchase order finance and distribution finance products.

• Business Credit: Asset-based financing from $3 million to $30 million for middle-market companies in a variety of industries, including manufacturing, distribution, wholesale, and service.

• Business Finance: Agented and syndicated asset-based financing starting at $30 million for companies in a variety of industries, including manufacturing, wholesale and distribution, and service companies.

• Distribution Finance: Working capital financing starting at $500,000 for the purchase of technology products and services by value-added resellers from technology OEMs and distributors.

• Government Services Group: Accounts receivable financing for government contractors across the U.S serving federal, state and municipal governments and their agencies nationwide with monthly sales of $50,000 to $50 million or more.

• Lender Finance: Senior secured financing starting at $20 million for specialty commercial finance companies, including asset-based lenders, factors, equipment leasing providers, insurance premium finance companies, and other types of specialty finance companies.

• Purchase Order Finance Group: Inventory financing – including letters of credit and transactional credit lines ranging from $500,000 – $50+ million – for importers, manufacturers, wholesalers, assemblers, and distributors in need of short-term financing to complete sales transactions.

• Receivables Funding Group: Accounts receivable financing for businesses with monthly sales from $50,000 to $50 million or more in a variety of industries, including manufacturing, distribution, wholesale, trucking and transportation, seafood, and service-based companies.

• Receivables Securitization Group: Non-recourse accounts receivable-based securitizations – both on- and off-balance sheet – starting at $30 million to bankruptcy-remote subsidiaries of companies in a variety of industries, such as manufacturing, distribution, wholesale and service companies.

• Resort Finance: Financing of timeshare receivables from $20 million to $100 million.

• Retail Finance: Senior secured financing ranging from $10 million to $1 billion and more for large and middle-market retailers, from traditional brick-and-mortar storefronts to catalog and online operations.

• Specialty Finance: Financing starting at $20 million for companies in a wide variety of industries, including gaming, restaurant, healthcare, and media and communications.

• Staffing Services Group: Accounts receivable financing for staffing companies across the U.S. that generate between $50,000 and $50 million or more in monthly sales.

• Technology Finance: Senior-secured financing starting at $15 million for software and technology companies.

• Trade Capital: Supply chain financing – including factoring, asset-based financing, inventory financing, and letters of credit – for companies in the U.S. and abroad that serve the retail and consumer marketplace and have annual sales starting at $10 million. Our products and services are also offered to companies across Canada through Wachovia Capital Finance Corporation (Canada), Wells Fargo Foothill Canada ULC and Wells Fargo Business Credit Canada ULC. **

* Wells Fargo Capital Finance is the trade name for certain asset-based lending, accounts receivable and purchase order finance services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Bank, N.A.; Wells Fargo Business Credit, a division of Wells Fargo Bank, N.A.; Wells Fargo Credit, Inc.; Wells Fargo Distribution Finance, LLC; Wells Fargo Capital Finance, Inc.; Wells Fargo Capital Finance, LLC; Wells Fargo Retail Finance, LLC; Wells Fargo Retail Finance II, LLC; Wells Fargo Trade Capital, LLC; Wells Fargo Trade Capital Services, Inc., Wachovia Bank, N.A.; Wachovia

Capital Finance Corporation (Central); Wachovia Capital Finance Corporation (New England) and Wachovia Capital Finance Corporation (Western).

** Wells Fargo Business Credit Canada ULC, Wells Fargo Foothill Canada ULC and Wachovia Capital Finance Corporation (Canada) are associated with Wells Fargo & Company, a company that is not regulated in Canada as a financial institution, a bank holding company or an insurance holding company.

Asset Management Group Wells Fargo’s Asset Management Group manages assets for institutional and retail clients. It includes Wells Fargo Funds Management, LLC, Evergreen InvestmentsSM, Wells Capital Management, and other affiliated asset managers.

Wells Fargo Funds Management, LLC, and Evergreen Investments are investment advisors under which Wells Fargo & Company conducts its investment management business. The groups serve financial professionals, individual investors, and institutional investors through a variety of investment vehicles and strategies, including mutual funds, 529 plans, and separate accounts. We are one of the nation’s largest mutual funds managers, and our Wells Fargo Advantage Funds® and Evergreen Funds cover a broad spectrum of investment styles and asset classes.

Wells Capital Management is a multi-boutique asset management firm focused on institutional clients. Its distinct, autonomous, and independent investment management teams offer an extensive list of investment strategies that span the risk-reward spectrum.

… Wholesale Banking, Specialized Financial Services


Affiliated Managers consists of multiple distinct businesses with investment capabilities, including European Credit Management (European fixed-income investments), Galliard Capital Management (stable value and core fixed-income investments), Nelson Capital Management (socially responsible investments), third-party and custody securities lending, and minority interests in Polaris Investment Securities Trust (Taiwanese Fund and exchange-traded funds) and Golden Capital Management (U.S. core equity).

Wells Fargo Funds Management, LLC, provides investment advisory and administrative services for Wells Fargo Advantage Funds, Wells Fargo Managed Account Services, and 529 plans. The Funds and shares in the 529 plans are distributed by Wells Fargo Funds Distributor, LLC, member FINRA/SIPC, an affiliate of Wells Fargo & Company.

Investment and Insurance Products: • Not FDIC Insured

Wells Fargo International Group – Helps customers reduce risk and take advantage of international opportunities.

• International Financial Services–Covers the international needs of consumers, small businesses, middle-market companies and large institutions.

• Foreign Exchange: Foreign exchange and risk management services for commercial companies, small businesses, correspondent banking customers and consumers.

• International Treasury Management: International cash management solutions integrated with domestic treasury services.

• International Banking &Trade Solutions: Provider of international trade and commercial solutions for middle market companies engaged in global commerce.

• Supply Chain Finance: Financing solutions for enhancing a company’s working capital through their global supply chain.

• International Personal Banking: U.S. dollar banking services for U.S. citizens living abroad and foreign nationals living in the U.S. with specialized programs to help non-U.S. citizens establish credit.

• Cross Border Lending: Serves the needs of US customers that require credit and lending in offshore locations.

• Wells Fargo Bank International: A subsidiary of Wells Fargo & Company based in Dublin, Ireland. Provides banking and financial services such as deposits, lending, and corporate trust services to commercial banks and corporate customers across the 30+ European Union/European Economic Area (EEA) countries.

• Global Financial Institutions & Trade Services – Provides global correspondent banking services to 1,450 international banks, 2,200 domestic banks and 30 multilateral institutions through 40+ offices around the world servicing customers in 130 countries.

• Global Financial Institutions: Provides payment collection, trade, depository, FX and credit services for domestic and international financial institutions.

• Global Payment Services: Provides a suite of USD and multicurrency payment, collection and depository services including a growing array of online and mobile solutions.

• Credit Products: Delivers a broad range of specialized credit products including origination, structuring, mitigation, portfolio management and loan servicing.

• Global Trade Services: Provides a set of services designed to expedite Letter of Credit and Collection processes for global financial institutions; also offers private label outsourcing services to U.S. and foreign banks.

We promote economic development and self-sufficiency through community development, financial education, cash contributions, affordable housing, environmental stewardship, and through the efforts of our enthusiastic team member volunteers. In 2009, Wells Fargo gave $202 million in grants to 18,000 nonprofits and schools. These grants support education, community development, human services nonprofits and civic projects. Our success comes from a time-test formula: local people making local decisions because they know best what their communities need.

Additional information about our achievements in social responsibility is available at: https://www.wellsfargo.com/about/csr/.

Social responsibility… Wholesale Banking, Asset Management Group

Effective December 31, 2008, Wells Fargo & Company acquired Wachovia Corporation (Wachovia). Because the acquisition was completed at the end of 2008, some lines of business may not reflect all post-merger data.

© 2010 Wells Fargo Bank, N.A., Member FDIC. All rights reserved.

Wells Fargo Bank N.A. 1

EXHIBIT “A”

SCOPE OF SERVICES TO BE PROVIDED

I. REQUIREMENT 1: A. ACCOUNT ANALYSIS Depository bank will supply the City with a complete account analysis as of the end of each calendar month, and no later than the fifth working day of the following month, to be forwarded to the City’s Director of Finance. The analysis will be performed for each account individually (Master Account, Payroll Account, Health Benefits Account) and a consolidated analysis will be provided for all accounts. The analysis will include average ledger balance, average daily float, collected balance, investable balance (if reserve is required), unit costs, monthly units, total cost for each service, compensating balance required for no service charge, earnings credit rate, and net balance that provides interest earnings. Understood, Wachovia/Wells Fargo will provide the City of Dania Beach with a complete account analysis statement as outlined above. B. ADVICES Advices of debit/credit for the daily incoming and outgoing wires, and intrabank transfers will be faxed or emailed to designated persons within the Finance Department on a daily basis or will also be available through online banking services. Wachovia/Wells Fargo will provide the City debit/credit advices for daily incoming and outgoing wires and transfers. The City will have access to this information online via Wachovia Connection., our online cash management system. C. ARMORED COURIER SERVICE The bank will negotiate a fee structure for armored courier service from City Hall, located at 100 West Dania Beach Boulevard, to a bank branch or “cash vault” for same day credit to the City’s account. A separate contract will be entered between the City and the armored courier provider. This service is mainly for the deposit of unsorted coins and unbundled currency collected from parking meters. The pick-up service should be twice a week (normally Monday and Friday). If the pick-up day falls on a holiday, the pick-up will be automatically rescheduled to the next business day. Typically, the use of courier services is the responsibility of the customer. Wachovia/Wells Fargo does not endorse any armored couriers and will accept deposits delivered by the City’s armored courier service of choice.


Wells Fargo’s Money Centers do require cash delivery by armored car. The cut-off time is 4:00 PM ET. D. BANKING SUPPLIES The depository bank will provide as part of its services, all necessary banking supplies. These shall include, but not be limited to: all checks, money wrappers, sealed plastic money deposit bags, and deposit slips in triplicate. Wachovia/Wells Fargo uses a third party vendor for the ordering of banking supplies as outlined above. These supplies will be charged at cost to the City’s account analysis. The City may choose to order supplies through your vendor of choice.

E. COIN PROCESSING The City of Dania Beach anticipates that it will have approximately $5,000.00 per month in loose coins to be sorted and counted. The mix of these coins will vary from month to month. By the nature of a parking meter, foreign coins are often included in the daily collection. Proposer shall address in detail their practice and procedures for the deposit of various foreign coins in the City’s account. Wachovia/Wells Fargo accepts coin deposits only in full Fed standard bags at money centers and cash vaults. Coin deposits cannot be accepted through a night drop. [In exception situations, a small number of rolls or loose coin may be accepted in the night deposit bags.] Wachovia does not accept foreign coin for deposit. Foreign coin can be returned to the City upon request. F. DEMAND DEPOSIT ACCOUNTING The City proposes to maintain the following demand deposit accounts with the bank: a) Master Account: Handles all general deposits and disbursements. Balances at

the end of the day after a minimal balance sufficient to cover any overnight clearings must be deposited to an investment instrument to provide interest earning for the surplus fund;

Understood.

Wachovia/Wells Fargo would recommend the City continue to utilize our Government Advantage Account as the City’s Master Account. This structure provides the City with all of the benefits of a full service, interest-bearing checking account, while eliminating the need and cost for an alternative overnight investment, such as a repurchase agreement. All funds in the Government Advantage Account are collateralized to the fullest extent as required by state law under Section 280.


Government Advantage Account: The Government Advantage Account combines all the features and conveniences of a full-service demand deposit account with the advantage of paying interest on excess balances. It also offers additional features that simplify your operations and may help reduce overhead on cash management and investment activities.

Funds in Government Advantage Accounts are demand deposits, not investments. Therefore, the FDIC insures them for the first $250,000. Additionally, the bank collateralizes the funds in the account to the fullest extent required by state law under Section 280.

Calculation: Interest payments are determined monthly. At the end of each month, the account analysis system calculates the Average Ledger Balance, Average Float, and Average Positive Collected Balance. Compensating Balances and the Balance to Offset Services Rendered are subtracted from the Average Positive Collected Balance to arrive at a Net Balance Available amount. The interest is then paid on the dollars remaining after the service charges are covered. The interest is paid to the account on the 10th of the following month. The Earnings Credit Rate (ECR) and Interest rate will be set at Target Federal Funds minus nine (9) basis points and will be applied to the Average Positive Collected Balance and Net Balance Available to calculate the Earnings Credit and Interest amounts.

In the event this contracted rate is less than our bank managed rate for the City’s account type, the interest rate and ECR will default to the bank managed rate. Currently, the discretionary ECR is 50 basis points (.50%) and the Interest Rate is 25 basis points (.25%) with combined balances of over $1 million, which are both above the proposed contracted amount. This is subject to change.

b) Payroll Account: Funded by the Master Account, this account is utilized to serve as the clearing account for all payroll transactions (ACH and checks). Any residual balances in this account shall be swept back into the Master Account at the end of each day; and

Understood.


c) 125 Plan disbursement account: Funded by the Master Account. This account is utilized to serve as a clearing account for all 125 plan reimbursements (medical and day care) for all active employees handled by the designated third party administrator. Any residual balances in this account shall be swept back into the Master Account at the end of each day.

Understood.

G . OVERDRAFTS The City will deposit funds equal to or exceeding the gross amount of checks issued. The City may cause daylight overdrafts to occur which is primarily the result of the timing of when a wire or ACH transfer is performed during the day. However, if due to oversight, an overdraft occurs, all checks presented for payment shall be honored. The bank will notify the Finance Director immediately so that corrective action can be taken. If the notification was given to the City after 11:00 a.m., the corrective action will be taken on the next working day. Under these circumstances, the bank has the right to charge interest at an agreed upon rate. Currently, Wachovia/Wells Fargo does not charge any activity fee for transactions that are drawn from an overdrawn account. Understood. No service fee shall be charged to the City for overdrafts as long as the entire relationship’s balances are positive. H. INVESTMENT PROGRAM The City requires an investment program for its collected funds. All proposed investment programs must meet the minimum standards as specified in the Florida Security for Public Deposits Act (Chapter 280, Florida Statutes) Understood. Wachovia/Wells Fargo is a Qualified Public Depository as required by Florida Statutes, Chapter 280. Our primary objective is the preservation of our clients’ deposits and invested balances, in accordance with Florida Statutes, while returning a competitive market yield. Wachovia/Wells Fargo would like to recommend the City utilize our demand deposit account as your primary source of maximizing your investment. We fruther recommend the City continue to utilize our Government Advantage Account. This structures provides the City with all of the benefits of a full service, interest-bearing checking account, while eliminating the need and cost for an alternative overnight investment such as a repurchase agreement.

Funds in Government Advantage Accounts are demand deposits, not investments. Therefore, the FDIC insures them for the first $250,000. Additionally, the bank collateralizes the funds in the account to the fullest extent required by state law under Section 280.


The selected bank agrees to automatically invest the collected balance in the Master Account on the bank’s books at 6:00 p.m. in a money market or government advantage interest earnings account. The interest rate established shall be based on the daily effective federal funds rate reported by the Federal Reserve Board. The bank must indicate the rate offer on the Proposal summary as either unadjusted federal funds rate, or adjusted federal funds rate plus or minus certain basis points. Should the City choose to continue utilizing our Government Advantage Demand Deposit account, the Earnings Credit Rate (ECR) and Interest rate will be set at Target Federal Funds minus nine (9) basis points. This rate will be applied to the Average Positive Collected Balance and Net Balance Available to calculate the Earnings Credit and Interest amounts

In the event this contracted rate is less than our bank managed rate for the City account type, the interest rate and ECR will default to the bank managed rate. Currently, the discretionary managed ECR is 50 basis points (.50%) and the Interest Rate is 25 basis points (.25%) with combined balances of over $1 million which are both above the proposed contracted amount. This is subject to change.

Wells Fargo has several options available to the City as an investment alternative. Please refer Section V, Tab g. for additional Investment Solutions the City may consider.

On a daily basis, the Bank agrees to transfer from the Master Account sufficient funds to cover transfers to the zero-balance accounts on each business day no later than 9:00 a.m. Interest will be calculated and posted daily to the Master Account. Understood. Transfers from the Master Account to the zero balance sub accounts will occur automatically.

Interest payments are determined monthly. At the end of each month, the account analysis system calculates the Average Ledger Balance, Average Float, and Average Positive Collected Balance.

Compensating Balances and the Balance to Offset Services Rendered are subtracted from the Average Positive Collected Balance to arrive at a Net Balance Available amount.

The interest is then paid on the dollars remaining after the service charges are covered. The interest is paid to the account on the 10th of the following month.

In the event the Master Account has a negative balance, then interest charged on any overdrawn balances will be calculated using the same formula that the City receives interest on the overnight investment. There will not be any penalty assessed on the negative balance. Understood.


Banks may also propose an overnight investment using an open repurchase agreement if the repurchase agreement proposed meets the specifications described below:

a) Only short term US Treasuries and federal agency debentures having remaining days to maturity less than three years shall be permitted collateral;

Understood. We have several options available to the City. Please refer to the, “Investment Solutions,” within our response in Section V, Tab g. for our Investment Alternatives.

b) The repurchase agreement shall utilize the prototype master repurchase agreement developed by “The Bond Market Association”.

Understood.

During any change of market cycle, the bank should inform the Director of Finance which investment option would be in the best interest of the City. Your Relationship Manager, Lance Aylsworth will meet with the City to discuss the options available. I. RETURN ITEM PROCESSING All deposited checks which are not paid are to be redeposited (except checks returned for stop payment or account closed) before being debited to the City’s account. Return items are to be faxed or emailed and then mailed to the Finance Department on the same day that they are debited. Images of return items available online will be considered as long as notification will be provided to the City, be it a fax notice or e-mail. Wachovia/Wells Fargo will redeposit all returned checks a second time before charging the City’s account.

Wachovia/Wells Fargo has a flexible return instruction application that allows customization of return procedures. Standard procedure for handling return items is to charge back the items upon return. Nonstandard procedures can include resubmitting the item for payment before charging it against the depository account or charging the return to an alternate account.

Other nonstandard, special handling options include:

Photocopy of the return item Delivery to multiple locations Capture of additional information from memo field of check Special mailing and delivery methods Fax notification


Wachovia/Wells Fargo can also provide the images of all return items now online through our Information Reporting Service, Wachovia Connection. Each item comes with additional information that can be used to further identify the item. It can provide maker name, original deposit total, sequence number, and the reason for the return, if requested. The images can be enlarged, rotated, and provides both front and back image of the item.

J. LOCK-BOX SERVICE Although not currently used, the banking facility shall maintain an efficient lock-box service to be utilized for acceptance of payments to the City, including but not limited to EMS transport fees and utility payments. The selected bank will furnish both the City and potentially a third-party billing company with a ledger of payments received at the lockbox, on a daily basis. Wachovia/Wells Fargo offers an extensive, coast-to-coast network of paper and electronic payment processing services, including deposit locations from Florida to California. Wachovia/Wells Fargo offers the following Lockbox Services within our network:

Wholesale Lockbox-Supports lower volume, higher dollar amount, business to business remittances.

Customer payments are sent directly to your post office box at one of Wachovia/Wells Fargo’s nine processing sites.

A Wachovia/Wells Fargo courier picks up unique zip code and caller box service mail from the U.S. Post Office —much faster than the traditional mail delivery system.

Mail is picked up multiple times daily and on weekends at some sites. Remittances are prepared for deposit by a processing specialist using image

technology designed to enhance processing accuracy, expedite the deposit to your account and provide high-quality check images and reports.

On a same-day basis, your payments are deposited, and an Account Batch Listing and Deposit Summary report, along with check copies and correspondence, can be sent to you via first-class mail, overnight courier or made available via Wholesale Lockbox Image Service.

As early as one hour after a batch is processed, your check and document images are available online and can be viewed, printed or exported. Access to this information is available for 90 days after the processing date. Search criteria include deposit date, lockbox site, lockbox number, payor, batch number, check amount, MICR line and sequence number.

Wholetail Lockbox- Combines the technological advantages of high-speed retail lockbox processing with the flexibility and data collection capabilities of low-volume wholesale lockbox processing.


You direct your customers to mail their payments and remittance coupons to you at a designated P.O. Box address.

The mail is picked up weekdays —and weekends at some sites —and delivered to a Wachovia/Wells Fargo processing center.

Mail is opened, scanned and processed according to your specifications; a check digit routine is used to validate data captured from the scan line.

Checks are encoded and endorsed; funds are deposited to your account; a report is created listing all payments received.

An image transmission is provided to you daily for use in automatically updating your receivables files.

A Web-based archive provides online access to your receivables data.

All lockbox mail is processed and deposited by shift on the ledger day it is received.

E-Box (Electronic Lockbox)- helps eliminate the manual exception processing and collection costs associated with bill payment service providers’ “check and list” information and to consolidate incoming payments-both paper and electronic-into a single transmission-automatically updating the City’s account receivable records.

Wachovia/Wells Fargo notifies all of the City’s bill payment originators, including MasterCard RPPS, VISA ePay and CheckFree, to begin delivering information to the client via the E-Box service.

The account receivable posting file is customized to the City’s specifications, including any account validation criteria.

Data can be delivered via file transmission and human-readable report.

K. REMOTE DEPOSIT CAPTURE (RDC) The City will implement Remote Deposit Capture with the selected bank. The bank will provide the City with a list of acceptable scanners to choose from. The City prefers submission of the check image file via a secure internet connection, and email receipt of confirmation of submitted deposits. Understood.

Wachovia/Wells Fargo can provide the City with our Remote Data Capture imaging services. This service will allow the City to speed the delivery of your check deposits and overcome geographic barriers. All that is required is a small desktop scanner, a PC, and Internet connection. The City would be able to scan U.S. dollar checks and electronically send the images to Wachovia/Wells Fargo. No more trips to the bank to deposit checks. RDC greatly automates the process of listing, settling, and creating deposit tickets, eliminating both the costs and time commitments associated with transporting checks to the bank.


State-of-the-art scanning equipment provided by Wachovia/Wells Fargo (at cost) is housed on-site at your local offices, further facilitating the entire process. Remote Deposit Capture provides a transmission time up to 8:00 PM ET. This leaves additional time to capture all items for deposit for that day.

An e-mail acknowledgment of the receipt of transmitted deposits is sent to you upon our receipt of your image file. This acknowledgment includes:

Time and date that Wachovia/Wells Fargo received the transmitted deposit

Sending location name and address The last four digits of the deposit account number The dollar amount of the deposit received The total number of the items contained in the deposit

L. SAFEKEEPING The bank may serve as the City’s agent for certain safekeeping activities. When securities are purchased, either directly or under repurchase agreements from other institutions, the bank will control these securities via their own safekeeping department or by book entry with the Federal Reserve Bank. All transactions will be handled on a “delivery vs. payment” basis.

The bank will provide, as of the last day of each month, a detailed listing of securities held in safekeeping including each security’s description, par amount, discount price, interest payment amount, interest dates, buy date, maturity date and its current market value.

Wells Fargo Securities - Fixed Income Sales customers may elect to hold their securities in a safekeeping account with Wells Fargo Bank, N.A. (Bank). This relationship offers the convenience of timely funds transfers, as well as consolidated brokerage account and safekeeping account reporting.

Wells Fargo provides investment solutions

Key features of bank safekeeping services include:

Security – For more than 150 years, Wells Fargo has enjoyed a reputation based on strength, security, financial discipline, and doing what’s right for our customers.

Same day funds transfer and availability with interest and dividend payments available on payment date for customers with a Wells Fargo Bank checking or sweep account.

Free, single sign-on online access to account activity, safekeeping positions and statements for both brokerage and bank safekeeping accounts through Wells Fargo’s Commercial Electronic Office® (CEO®) online business portal.


Convenient consolidation and record keeping for your entire portfolio of securities, delivered from all your brokers, in one safekeeping account.

Pledging Notification of maturing proceeds and interest payments. Competitive safekeeping fee structure, with automatic payment from your

bank checking account.

Some product restrictions apply to Wells Fargo bank safekeeping. Direct issue commercial paper, offshore money market mutual funds, mutual funds and foreign securities may not be held in bank safekeeping.

Segregation of assets

The security positions held in bank safekeeping are physically segregated in third party depositories under the Bank’s name and ownership and are separate from the security positions of Wells Fargo Securities and its customers’ brokerage accounts.

Abiding by federal banking laws and the regulations of the Office of the Comptroller of Currency (OCC), Wells Fargo Bank’s customer accounts are segregated from and not considered part of Wells Fargo's assets. Thus, the account ownership of assets in bank safekeeping accounts remain vested in the customers and are protected from claims of creditors of the Bank or any other Wells Fargo entity.

Audit and regulatory overview

Wells Fargo & Company is subject to an annual audit by KPMG Peat Marwick (its external auditor) as well as the periodic review of the Federal Bank regulators and the Office of the Comptroller of the Currency (OCC).

In addition, an annual internal audit is conducted by Wells Fargo Audit, Inc., a separate subsidiary of Wells Fargo & Company.

The program is designed to evaluate compliance with the Bank's policies and procedures in the Trust Business Manual and laws and regulations to which the Bank is subject. The program also addresses the soundness and adequacy of accounting, operating and administrative controls related to processing of assets.

Protection from errors, omissions or fraud

Wells Fargo Bank, N.A., is covered by a Professional Liability Insurance policy and a Financial Institution Bond fidelity insurance policy.


M. STATEMENT PROCESSING All account statements must be furnished to the City no later than five (5) working days after the close of business for each month. The cutoff date for statement purposes will be the last day of each calendar month. Statements will contain clear items using CD-Rom. All deposit and credit items should provide information as to date, amount, and transaction description. It should also include all debit and credit memos providing deposit date, posting date and description of transaction. Understood.

Wachovia/Wells Fargo offers all end-of-period statements – bank statement, account analysis, and account reconcilement (ARP) reports, via the Internet. The bank statements and account analysis statements are available on our information reporting service, Wachovia Connection, as well as hard copy.

These statements are available the day after the statements drop. The reconcilement reports are available via ARP Online the day after the account has been balanced.

The City’s authorized staff can view reports at their convenience. The information is housed on the Web site for a rolling six-month period and is available in PDF format using Acrobat Reader.

This information can then be downloaded by the City and saved to a CD ROM for record retention purposes. At the end of the reconcilement cycle, Wachovia/Wells Fargo can send a transmission with partial and/or full reconcilement detail to the City.

Image Services Wachovia/Wells Fargo will provide the City with the ability to receive images of paid checks via CD, transmission, or online access via Wachovia Connection.

Wachovia/Wells Fargo certifies that the images are true and exact copies of the original checks. Images are placed on a “write once read many” (WORM) CD-ROM. Using this type of media completely prevents any alteration of the images. Any attempt to do so would render the CD-ROM unusable. Transmission images are in TIFF format. This format cannot be altered.

Security Measures Access to Wachovia/Wells Fargo’s Image Services is controlled through the use of User IDs and passwords. If accessed via Wachovia Connection, there is a 128-bit encryption as well as the use of a security token if desired.

The City can receive a monthly CD on the your accounts or the City may wish to receive a monthly transmission with the images so that these can be stored by the City and accessed at their convenience without the need to utilize Wachovia Connection or the CD ROM image software.


As an alternative, the City can access up to seven years of check images online using Wachovia Connection. Wachovia/Wells Fargo provides proprietary Image Workstation software that can be used to view images via CD-ROM or transmission.

Other Image Services available to the City:

Deposit Item Image – The City can access up to seven years of checks deposited including cash letter, over-the-counter, checks within a mixed cash deposit and remote deposit capture. Return Item Image – This provides the City faster access to images of your returned items. The City can search for returned items by account number, chargeback amount, advice number, store number or data range. The City can print images or export results directly into Excel spreadsheets.

As an alternative to online image retrieval, the City can choose to receive a transmission of the images. For the image transmission, images are in TIFF format and available with industry standard XML-parsed index or as ANS X9.37 format.

The image transmission is available with DDA Index or enhanced ARP Index. Files can be transmitted daily or weekly. Additional information on this service can be provided upon request.

N. STOP PAYMENTS The City should be able to make inquiries about outstanding checks through on-line service and place any necessary stop payment using the same means. Stale dated checks will automatically be stopped by the bank.

Stop payments may be placed over the telephone or online. Wachovia Connection’s Account Services module provides the ability to initiate stop payments and automatically provides the City’s with immediate online confirmation of stop payment requests. As soon as a stop payment is issued online, it becomes active in Wells Fargo’s internal and teller systems.

In the event online access is unavailable, stop payments can be placed manually from 7 a.m. ET to 7 p.m. ET by contacting the City’s customer service team at Wells Fargo or your Relationship Associate, Latosha Wedderburn.

The system will verify if a check has been paid during the current and one previous statement cycle before accepting the stop. If paid, the requestor is immediately advised, and the stop will not be accepted. If not, the stop payment is effective immediately.


Stale Dates

With Wachovia/Wells Fargo’s positive pay service, any stale dated check is presented as a positive pay exception for decisioning by you. The City may provide a stale date parameter (number of days) that checks are considered stale for positive pay disposition. The stale date is not validated at the teller window. Stale date treatment does not apply to Bank clients not subscribing to the positive pay service.

O. WIRE /BOOK TRANSFERS Out-going wire transfers/book transfers that are initiated by the City should be performed by the City through on-line banking service. Wire Transfer/book transfer template which includes account number, ABA number, banking institution information, etc., should be available, so that the City can establish the set-up one time for future transfers. The bank agrees to execute any wire order within one (1) hour notification by the City.

Wire transfers ordered and not received by the destination by 6:00 p.m. will be traced by the Bank from origin to designation to ascertain the party responsible for delaying the transfer. If necessary, adjustments will be made for any lost interest, or charges resulting from a “fail” to consummate a transaction.

Wachovia/Wells Fargo can support the City’s wire transfer activity via a variety of initiation methods as described within the Scope of Services. The most commonly used methods for initiating wire transfers are as follows: Wachovia Connection (our Internet-based transaction and information

reporting service) offers a secure platform for: initiation, review, and authorization of outgoing wires maintenance of repetitive wire templates importing transaction information

Telephone. Our wire system tracks every function throughout the process by time stamping each step. The time stamp begins once you or a Wachovia/Wells Fargo Customer Service Representative enters the wire request. The City can request the status (accepted, requires verification or released) via our Wachovia Connection service. The status of telephone or fax initiated wires can be obtained by calling the Wire Department.

The Electronic Funds Transfer Agreement is included within the Deposit Agreement found in Section VI, Sample Agreements tab. The bank will provide same day wire transfer credit and make available for investment regardless of the time of actual receipt by the bank. All wires received by the Federal Reserve cut off time of 6 pm ET will receive same day credit and be available for investment.


Telephone wire transfer instructions may only be accepted for preauthorized, repetitive wire transfers with observance of all security measures specified in the wire transfer agreement. Wachovia Connection requires 128-bit encryption to log in, as well as, a user ID and password. In addition, users will receive a token (image below) to further secure access to the Wachovia Connection service. The token generates a unique number that only the person assigned to that token can use. That number can then be entered into the Wachovia Connection Web site to authenticate the user.

The number changes every few seconds to guarantee only the user with the correct ID/password and token (physically in hand) can log in to the service. The City can also use an Internet authentication. With Internet authentication, users are asked six questions when they initially log in to the service. After the initial logon, two of the six questions are randomly generated, and must be answered correctly before login is granted the next time.

Example of the token.

Users can view and access functions that have been assigned to their login IDs.

The Payments module of Wachovia Connection is set up in a dual control environment to assure the appropriate levels of approval are made before payments are released. The City will have the ability to set limits, users, approvers, and capabilities. The City can use different users to do the following: build wire templates, input the wire, and approve and send the wire. Users would have to use the token as referenced above for additional wire security.

The System Administration Module allows your Security Administrator to maintain each user’s security access, reset user passwords, and maintain group security, all in a real-time environment. In addition to setting security at the user level, security can be set by dollar amount and account. Users can be set up so that they are able to initiate only certain types of transactions (e.g., ACH, freeform wire transfer, drawdown wire transfer, etc.).

System Administrators can also easily create user groups whose members all have the same rights without having to set up each individual user. This is helpful to organizations that want different business units to have different functionality/access levels. As the City security needs change, your Administrators can add or delete group members, or modify the rights assigned to each group.


Your Security Administrator has the ability to:

Maintain users Establish security access at the user level to products, functions, and

accounts Create user groups within an organization Reset user access and passwords Maintain account names Maintain payment services initiation and approval limits.

Security Administrators also have access to an audit report that monitors user activity. Incoming advice of wire transfer will include all pertinent information including the originator and purpose of the wire. All incoming notifications should be faxed to the City the same day a wire transfer is received and will also be available through online services.

The Finance Department intends to carefully monitor the time of receipt for all wire transfers. Continued delay in receipt of wire transfers for which the Bank is at fault may constitute sufficient cause for termination of the banking service contract. The Bank understands the above specifications. The City may request the status (accepted, requires verification, or released) via our Wachovia Connection service. The status of telephone or fax initiated wires can also be obtained by calling the Wire Department. Please see the cut-off times as indicated within the Questionnaire section of this document, item #4. P. ACH ORIGINATION City employees and vendors can be paid via ACH credit (direct deposit). Additionally, City Utility and Marina customers can pay monthly bills via ACH debit (direct debit). The banking institution must have the ability to accept ACH debit or credit files generated by the City’s ERP system vendor. Wachovia/Wells Fargo offers the City the option of selecting from several ACH transaction initiation methods, including direct transmission, PC-based origination and the Internet. You select the option that best matches your processing environment.

Direct transmission of ACH files: The City transmits a NACHA formatted file that contains pertinent ACH transaction information (ABA number, account number, dollar amount, and effective date). Files can be transmitted to Wachovia via HTTPS, FTP with PGP, FTP over VPN or dedicated line/Extranet, SecureFTP (a.k.a. FTP over SSL), SSH FTP (a.k.a. SFTP), SSH SCP (a.k.a. Secure Copy), etc.


Wachovia Connection: We offer ACH Management through our Web-

based information reporting and transaction initiation service, Wachovia Connection. This enhanced ACH origination service offers single item and batch origination, ability to import and export payment data, and greater security features. Our recipient’s database offers workflow improvements in maintaining your payees. ACH Management also provides the ability to future date and schedule your payments.

Same day online notification of ACH deposits is provided via Wachovia Connection. Q. ON-LINE BANKING/INTERNET BANKING CAPABILITIES The City requires the awarded banking institution to either provide personal software or internet capabilities to perform the following services: a) Access to view a report of the City’s previous day’s closing balance, investment

position and details of all debit and credit transactions; b) Capability to view at least the last ninety days (90) of account details on line; c) On-line access to initiate/confirm same day wire transfers and ACH payments; d) Request of check copies online; e) Image search for checks paid and deposited for no less than the last twelve (12)

months utilizing date, check number or dollar values; and f) Image search by date range for all returned items within the last ninety (90)

days.

Wachovia/Wells Fargo can meet the City’s online information reporting requirements as listed above (a-f) through Wachovia Connection, our internet-based cash management system. This system will give the City an online, real-time connection to time-critical information on your accounts, to include cleared checks.

We offer comprehensive access to your account information through interactive reporting tools to provide you quick and easy access to the information that you need to monitor your account balances, track detail debit and credit items, and determine the funds needed for disbursement accounts and investment decisions. To support integration into your current processes, we provide you with the ability to view, print, and download the information you need.

Wachovia Connection is accessed via the Wells Fargo Commercial Electronic Office (CEO®) solution. The Wells Fargo Commercial Electronic Office® (CEO®) portal will be the Internet portal to access all of the various solutions and reporting provided by the bank via the internet.

Wachovia Connection, our information reporting service provides the following:

Current Day Reporting Previous Day Reporting


ACH Origination Reporting Lockbox Reporting International Reporting Electronic Advice (wires and ACH transactions) Intraday Balance and Detail Interim Account Statement Account Statement Analysis Statement Return Item Report Account Services Module

1. Add and remove stops 2. Stop inquiries 3. Check status inquiry 4. Transaction search and image

Check Debits Paper Deposits Paper Deposits & Deposited All Transactions

Payment Services Module 1. Domestic Payment Services Account transfers

(Internal Transfers) 2. Book transfers (Transfers to Another Wachovia/Wells

Fargo customer) 3. Fedwires and expanded Fedwires 4. Drawdowns 5. U.S. Treasury payments 6. Single item ACH transactions for vendor or other

payments in the following entry classes: PPD CCD and CCD+ ACH tax payments for all 50 states

7. International Payment Services Account Reconcilement Module

1. Positive Pay Exception Report 2. Check Issue/Check Cancel 3. ACH Fraud Exception Report 4. ACH Reject Report 5. Import Issue File 6. ACH Company ID Issue

Wachovia Connection will also provide the City previous and current day information for the accounts. Both previous day and current day reports can be downloaded in BAI Version 2 and/or comma-delimited formats. Previous day balance and detail information is available Monday through Saturday between 6:30 AM to 10 PM.


Current Day Reports are updated throughout the day as incoming ACH transactions and wires are posted.

Wachovia/Wells Fargo is one of the nation’s largest cash management services provider in the industry. Wachovia/Wells Fargo’s strong product rankings continue to reflect our leadership in the majority of product areas examined by Ernst &Young survey to include Wachovia/Wells Fargo’s Internet Information Reporting ranked #1. R. POSITIVE PAY The City currently utilizes the Positive Pay feature and will require this service. The selected bank must be able to accept a file generated by the City’s accounting system containing the details of each check run (check number, check amount, payee information). Wachovia/Wells Fargo can meet the City’s requirements for providing Positive Pay.

Wachovia/Wells Fargo’s Positive Pay Service provides additional levels of protection against unauthorized disbursements and fraudulent checks from the City’s accounts. Checks presented for payment, including those presented for encashment in the branches, are matched against the customer’s issue file. The customer is notified of any rejects, and instructs the bank to pay or return the item.

Benefits of Wachovia/Wells Fargo’s Positive Pay Service:

Multiple intraday issue file uploads to Wachovia/Wells Fargo’s account system provide the teller line with more timely issue information, increasing the likelihood of catching fraudulent items presented at the counter. Positive Pay Payee Match will allow the City to provide payee name information and will identify any checks where the payee names do not match the information on the City’s issue file.

Images of the Positive Pay exception items are available for viewing prior to making any pay/return decision.

Wachovia/Wells Fargo has enhanced our Positive Pay System with the ability to capture the Positive Pay data on checks that have been converted to ACH items, thus reducing the likelihood of a fraudulent check being converted to an ACH item.

Pro-active Notification allows staff responsible for reviewing the Positive Pay Report to be set up to receive a notification via e-mail when the report is available, or if any items need to be decisioned. This notification can serve as a reminder to look at the report daily.


S. ELECTRONIC ACCOUNT RECONCILEMENT The City will implement this service with the selected bank. The bank will create a file that can be uploaded into the City’s accounting system which will reconcile all cleared checks automatically. Wachovia/Wells Fargo will provide electronic account reconcilement to the City. Wachovia/Wells Fargo offers several options related to Account Reconciliation. These options include: Partial Reconcilement, Full Reconcilement, and Full Reconcilement with Positive Pay. All of these options have interface capability either by data transmission or by Wachovia's IP/Internet based file transfer which supports Secure FTP, FTP w/PGP, and HTTPS as file transfer methods. Reconcilement reports are available online with secure passwords and I.D’s. These reports are available in a PDF format and can be downloaded to your PC or CD-ROM for long-term storage. II. REQUIREMENT 2: A. PROSPECTIVE BANKING SERVICES The City is interested in the ability of Proposers to provide additional services as described below. At this time, it is not anticipated that the City would award any of these services for the initial contract term. As such, the City reserves the right to negotiate the possible application of any such additional services with the Proposer who subsequently receives an award as a result of this RFP if and when it is determined to be in the City's best interest. Please include the following items and associated costs in the Proposal for the City’s consideration. a) Purchasing/Procurement Card Services;

Wachovia/Wells Fargo will work with City in this process. Please refer to Section V, tab e. of this response, “Commercial Card Solutions.”

b) Processing of customer credit card payments online, at the point of sale (cashier), and at parking meters around the City; and Wachovia/Wells Fargo will work with City in this process. Please refer to Section V, tab e. of this response, “”Merchant Card Solutions.”


c) Consolidation of customer billpay payments – the City currently receives a number of paper checks sent by customer banks through online billpay systems. The City would like to have the ability to instead receive one daily electronic payment and a corresponding file that will be imported into the City’s accounting system for posting to customer accounts.

Please refer to the EBox Service Description as described within this document, Item J, titled, “Lockbox Service.”

B. OPTIONAL SERVICES: EMPLOYEE SERVICES a) Free checking account for City employees with no minimum balance or fees; and

Wachovia/Wells Fargo will provide a program to the City’s employees called, “Wachovia At Work.” This program is an employee benefits program that offers many advantages. We provide member companies a customized banking program, with the value-added benefits employees want. Whether they’re senior or entry level employees, they’ll gain access to an exclusive package of free and discounted financial services, not available to other customers. Best of all, this program is provided at no cost to the City.

Wachovia At Work provides the City a partnership that:

Helps promote the advantages of direct deposit to employees, which can make payroll easier and less costly for you.

Builds employee loyalty. Offering the Wachovia At Work program demonstrates your interest in employees’ financial success through exclusive benefits.

Enhances your employee benefits package - at no cost. Our program allows you to offer a valuable employee benefit at no additional cost to your business.

Delivers a turn-key program. Once you agree to offer the program, we’ll do all the work. From introducing program benefits to employees; supplying materials; to coordinating sign-up events or financial education seminars.

Offers additional financial solutions like corporate mortgage relocation services, educational loans, student banking and more.


Wachovia At Work provides employees a full-suite of benefits including:

Exclusive perks on a variety of checking accounts. Features and benefits include:

At Work Regular Checking: Free checking with a free first order of checks, discount on all future orders and free safe deposit box for the first year.

At Work Crown Access: Interest-earning checking with a lower minimum balance requirement for Wachovia At Work customers. Free Crown checks, free safe deposit box for the first year and two foreign ATM transactions.

Crown BankingSM and Crown Classic Banking®: Our premier banking package includes a preferred interest rate, free Crown checks and a full suite of bonus features. Crown Classic is for those age 50+ with additional rewards and benefits.

You’re Covered Card: Entitles new customers to a one-time overdraft fee refund.

Special offers on savings, money market and individual retirement accounts (IRA’s).

Rate discounts on a variety of loans and mortgage cost savings. Free financial education and planning tools including free worksite

financial seminars and a free lifetime retirement consultation.

Additional Products and Account Services:

Free Online Banking with Billpay, Balance Alerts, and Online Statements

Free Visa Check Card with free Wachovia Possibilities RewardsSM Program

Wachovia Visa Platinum Credit Card Wachovia/Wells Fargo understands the value of convenience and simplicity. Through the Wachovia At Work program, we’ll strive to save the City time and money, as we help simplify financial needs for employees. Think of it as a hassle-free way to strengthen your benefits package by offering employees savings, convenience, and flexibility with services they appreciate and value.

b) Ability to cash payroll checks for City employees at no cost at a designated branch within 5 miles from the City Hall location upon presentation of City identification. Employee personal account relationship will not prevent the employee from utilizing this benefit.

Wachovia/Wells Fargo will cash employee payroll checks drawn on Wachovia/Wells Fargo accounts at no charge as long as proper identification is provided.


APPENDIX III

QUESTIONNAIRE

The following questions are to be answered in a clear, concise manner and submitted with your proposal. Failure to answer these questions may be cause for disqualification.

1. Who would be the City’s account officer and what is the person’s title, background, and qualifications? (i.e. education, years with bank, types of accounts handled, etc.)

Your Relationship Manager, Lance Aylsworth and your Treasury Management Sales Consultant, Robert Wilkins will continue as the City’s main account officers. They are specialized, tenured professionals with a deep commitment to and knowledge of Florida Government agencies with over 35 years of combined experience. Both Lance and Robert are your advocates within the bank and will work with our product specialists to provide customized financial expertise and quality service to meet the unique requirements of governments and public institutions.

Relationship Manager Lance Aylsworth, CTP, Vice President, 200 S Biscayne Boulevard Miami, Florida 33131 Phone: 305-789-4824 / Fax: 305-789-4809 [email protected]

Lance has over 17 years of banking experience managing International, Treasury, Commercial, Corporate, and Government relationships. For the past 4 years, Lance has been a Government and Institutional Banker in South Florida, at Wachovia. Prior to his Government banking career, Lance served as a Corporate Banker for another financial institution. Lance received a Bachelor’s degree in Finance from James Madison University in Virginia. He is a native of Miami. Lance is a member of the Miami-Dade League of Cities, He is also on the Board of the Miami Museum of Science. Recently, he received the Certified Treasury Professional (CTP®) Certification. Treasury Management Sales Consultant: Robert Wilkins, Jr. CCM, Senior Vice President 450 South Australian Avenue, FL 4600 West Palm Beach, Florida 33401 Phone: 561-366-5572/ Fax: 561-366-5509 [email protected]

Robert is a Certified Cash Manager and has in excess of 20 years experience in providing Treasury Management solutions for government entities in South Florida.


Robert is a native of West Palm Beach and holds a BS in finance from Florida A&M University, and an MBA in Management from Samford University. Robert’s 20 plus years experience in Treasury Services include positions in cash management, customer service, product management, product development, and sales. Robert is a past Vice President of the Gold Coast Chapter of the Treasury Management Association and former board member of the Suncoast Chamber of Commerce. Robert was previously the Director – Cash Management of Republic Securities Bank where he successfully oversaw the planning and installation of the bank’s Cash Management division.

For more information on the other members of the City’s Relationship Team, please refer to Section II.

2. What is the largest volume of paid items your bank processes in one month for a single commercial account?

The average number of checks cleared for a single commercial account is over 1 million items per month.

3. What is the largest volume of deposited items your bank processes in one month for a single commercial account?

The average number of items deposited for a single commercial account is over 160,000 items per month.

4. Describe your transfer department. Where is it located, who manages it, and what is your normal cut-off for incoming and outgoing wire transfers?

Wachovia has two wire transfer operations centers in the United States in two federal Reserve districts:

Charlotte (5th district – Richmond - Eastern) Jacksonville (6th district – Atlanta - Eastern)

Wachovia/Wells Fargo has a third wire transfer operations center located in Hong Kong.

The manager for the Jacksonville site is Jennifer Bales.

Wachovia/Wells Fargo maintains a fully redundant wire system that runs on two dedicated servers, with identical configurations, at two separate Wachovia/Wells Fargo data centers.

Regardless of the data center from which the application is running, it can use either data center’s network or a mixture of both simultaneously, if needed to process wire transfers. The application database is synchronized real-time between the two data center servers. Application and network fail-over takes less than 30 minutes.


Each employee has security card access to the Wachovia/Wells Fargo building and into wire operations. Only those employed by the Wire Department have access to the wire operations area.

Cut Off Times:

Type of Transfer Input Method Telephone/

Voice Internet1 CPU to CPU1

Intra-district (within Fed district)

8 a.m. - 5 p.m. ET 5:30 p.m. ET 5 p.m. ET

Inter-district (among districts)

8 a.m. - 5 p.m. ET 5:30 p.m. ET 5 p.m. ET

Book transfer/ Internal

8 a.m. - 5 p.m. ET 5:30 p.m. ET 5 p.m. ET

Drawdown3 8 a.m. - 4:30 p.m. ET 5:30 p.m. ET 5 p.m. ET

International 8 a.m. - 4 p.m. ET 5 p.m. ET2 5 p.m. ET2

1 Through our Internet and transmission services, wires may be submitted anytime. Wires submitted through these services will be processed up to the stated deadline, Monday through Friday.

2 Wachovia accepts requests after cut-off times; however, the value date may change due to Foreign Exchange.

Wire transfer initiation using Wachovia Connection is as follows:

Domestic Wires and Book Transfers: Payment Initiation and Approval 24 hours, 7 days a week. Processing Window Monday through Friday 8:30 a.m. ET - 5:30 p.m. ET.

International Wires and Foreign Drafts: Monday through Friday 8:30 a.m. ET – 5 p.m. ET. 8:30 a.m. ET (5:30 a.m. PT) – 5 p.m. ET (2 p.m. PT)

CHIPS, SWIFT, International ACH: The deadline for international payments is 5 p.m. ET two days prior to the effective date.

5. How does “Positive Pay” product work in your banking institution? How many

years has your institution offered this product?

Wachovia/Wells Fargo’s Positive Pay service has offered strong fraud protection to Government entities for several years. Wachovia/Wells Fargo’s Positive Pay Service provides additional levels of protection against unauthorized disbursements and fraudulent checks from the City’s accounts. Checks presented for payment, including those presented for encashment in the branches, are matched against the customer’s issue file. The customer is notified of any rejects and instructs the bank to pay or return the item.

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Features of Wachovia/Wells Fargo’s Positive Pay Service:

Multiple intraday issue file uploads to Wachovia/Wells Fargo’s account system provide the teller line with more timely issue information increasing the likelihood of catching fraudulent items presented at the counter.

Positive Pay Payee Match will allow the City to provide payee name information and will identify any checks where the payee names do not match the information on the City’s issue file.

Images of the Positive Pay exception items are available for viewing prior to making any pay/return decision.

Wachovia/Wells Fargo has enhanced our Positive Pay System with the ability to capture the Positive Pay data on checks that have been converted to ACH items, thus reducing the likelihood of a fraudulent check being converted to an ACH item.

Pro-active Notification allows staff responsible for reviewing the Positive Pay Report to be set up to receive a notification via e-mail when the report is available or if any items need to be decisioned. This notification can serve as a reminder to look at the report daily.

6. What other check fraud protection product does your bank offer or anticipate offering in the next six months?

Wachovia/Wells Fargo’s Positive Pay Service has been enhanced to add a payee match feature (see item 5, above.)

Wachovia/Wells Fargo also offers a suite of products designed to identify, eliminate and reduce ACH fraud on the City’s account(s), including:

ACH Block – blocks and returns ACH transactions by type (credit, debit or all).

ACH Control – The City identifies authorized originators of ACH transactions against your account, and may assign minimum/maximum dollar levels per originating entity. Transactions outside acceptable limits are returned.

ACH Positive Pay – The City provides a listing of authorized ACH originators for each account, including minimum and maximum dollar levels per originator if you like, and we notify you for disposition on any transaction not on your authorization list.

7. Please discuss the bank’s check retention and destruction policy. How long are physical paid checks retained by the bank, and are they stored in a camera-monitored, secured location? How are checks destroyed and by whom?

Physical checks are destroyed within 10 days of the payment date. All checks are imaged and the images are retained for a minimum of seven years.


Due to our internal audit procedures, we are unable to disclose the means by which we destroy checks.

8. Are PC transmissions to the bank encrypted or authenticated? If so, please

describe at what level and on what fields?

Within Internet FTP file transfers, encryption is an option. Files may also be transferred to the Bank via a Wachovia/Wells Fargo secure Web site. For dial-up communications encryption is not available.

FTP file transfers can be encrypted by way of encrypted routers or PGP compatible encryption software. If data is to be transferred via a direct transmission, encrypted routers and encrypted data are required.

9. Are security access codes (passwords) encrypted or authenticated? How often are passwords required to be changed?

As described within this document, Wachovia Connection has industry leading security features and secondary authentication tools to help protect the City against unauthorized account viewing and transaction initiation/decisioning through the following:

128-bit browser encryption Firewall protection Encryption and message authentication Server-side certificates Login passwords and identifications.

Secondary Authentication offers an additional level of security and can be customized based on your needs through the use of the following tool:

Multifactor Authentication Device (Token) – A small, portable device that generates a new Personal Identification Number (PIN) every 30 seconds.

By adding this security tool, the City is better protected against fraudulent or unauthorized activity, while providing personal flexibility:

User-specific tokens – Wachovia Connection tokens are linked to

each user ID, further mitigating the City risk if tokens are ever misplaced or stolen.

A user can be locked out of an application by entering the incorrect token number or incorrect responses to the two authentication questions. When locked out, users must notify a System Administrator to unlock the account. Your System Administrator can either unlock the user, or create a new password.


If a new password is created, the user will be prompted to create another new password and answer the six authentication questions again. If the token option is preferred, the authentication questions will not have to be reset.

The system ages passwords and forces a change after 60 days; it does not allow the same password to be used for one that is being changed.

All passwords and answers to authentication questions are masked during entry.

All login attempts are recorded and logs are monitored for suspicious activity.

All Wachovia Connection sessions are protected by 128-bit SSL encryption. 10. What length of time is needed to obtain supplies initially and subsequently?

Wachovia/Wells Fargo’s check vendor customarily produces deposit tickets and endorsement stamp orders within five to seven business days. Critical factors that may lengthen the lead-time are using a third-party vendor of your own and using documents that do not meet Wachovia/Wells Fargo’s standard specifications.

11. How do you plan to keep your product current and competitive?

Wachovia/Wells Fargo’s Treasury Services Division has a dedicated staff of Product Managers and Product Developers responsible for: Identifying market needs Documenting current and anticipated product capabilities Identifying product feature and function gaps Documenting competitive position Developing a business plan for their products

The product team members follow developments in the check clearing and coin processing industries and serve as Wachovia/Wells Fargo’s internal experts to direct our product development efforts.

12. What new services or features does your bank plan to offer, and within what

time frame?

Our product development approach recognizes the “voice of the customer” as the primary driver of what should be developed. To understand customer needs and preferences, we host five customer advisory groups. Through these groups, we obtain customer input on topics ranging from product design, delivery and communications, to pricing structures and market environment.

Once the “voice of the customer” is understood, our product development efforts are documented, and experienced associates design services that address customer needs.

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A team consisting of Product Management, Systems Development, and Operations is assembled to build a business case and develop business requirements and functional specifications. The effort required is then translated into investment dollars, and reviewed by senior management. This process provides a common vision and purpose in the development and implementation of new products and services. Most importantly, the products that Wachovia brings to market are solutions to needs voiced by our customers.

In 2010, Wachovia and Wells Fargo will focus on consolidating services and bringing you the best each bank has to offer. We will share new features and functionality as it becomes available.

13. How are discrepancies between bank actual cash receipts (cash and checks) and deposit slip cash handled? How are shortages and overages handled?

All adjustments for deposit discrepancies are listed as a deposit adjustment in our notification to the City either via fax or mail along with deposit and coin and currency transactions. The City is notified by telephone of any discrepancy of $100 or more.

14. Does your bank perform depository services itself and how does it maintain

quality control? Does it measure any of the Bank Administration Institute (BAI) Critical Quality Indicators? If so, please provide us a copy of your response. If not, please indicate what performance measures are monitored and how frequently they are tracked. Please provide performance indicators for the last two reporting periods.

Yes, Wachovia/Wells Fargo performs depository services in house.

Wachovia/Wells Fargo has a formal performance excellence quality improvement program in place for our Treasury Services staff and our service centers. Following is a list of some key performance indicators we track on a monthly basis.

Deposit processing error rate (per 10,000) Failed/late cash deposit processing error rate (per 1,000) Coin/currency provided error rate (per 1,000) Late/unfilled cash order error rate (per 1,000) Number of change orders Number of coin/currency order errors Number of current order strap difference errors Number of coin rolls provided Number of currency straps provided Check sorter availability End of day check transaction file release


In addition, internal and external customer surveys and focus groups are conducted to supplement and review the results.

STATISTICS September 2009

October 2009

November 2009

December 2009

January 2010

February 2010

Deposit Processing Error Rate (per 10,000)

0.089 0.239 0.000 0.090 0.000 0.136

Failed/Late Cash Deposit Processing Error Rate (per 1,000)

0.070 0.09 0.000 0.222 0.000 0.000

Coin/Currency Provided Error Rate (per 1,000)

0.269 0.00 0.000 0.000 0.000 0.361

Late/Unfilled Cash Order Error Rate (per 1,000)

0.000 0.00 0.000 0.000 0.000 0.000

Number of change orders 145,322 147,558 143,721 148,540 135.740 128,518

Number of coin/currency order errors

800 7.00 3.00 5.00 3.00 1100

Number of currency order strap difference errors

4.00 4.00 5.00 700 000 000

Number of rolls of coin provided 14,146,656 12,673,952 12,771,511 13,601,124 12,521,430 11,259,367

Number of straps of currency provided

4,162,082 4,150,562 4,061,495 3,979,870 3,916,512 3,694,557

Our current quality statistics tracking initiatives include expanded reporting of the bank Administration Institute (BAI) Critical Quality Indicators. The goal is to focus all quality tracking initiatives on those that have been deemed critical by the BAI.

Wachovia/Wells Fargo tracks detailed system availability, with any error condition classified by the general nature of the problem, and further broken down by application.

In addition, we measure error rates on products and services for the current month, and show the previous 12 month totals to reflect trends.

15. Please provide an implementation plan and timetable, identifying the tasks and assignment of bank staff (listing, title, and implementation role and time commitment).

As the City’s financial services provider, there would not be a need to convert services to a new bank, nor any one time implementation fees involved with the current services. We would continue to operate “business as usual”. If new products are implemented, implementation times and one time fees if applicable would be provided. Services utilized but not listed on the pricing schedules within this response will be mutually agreed upon.


A sample implementation schedule is included below.

Please see the Relationship Team document within this response in Section II for assigned bank staff to serve the City.

16. Provide information regarding a disaster recovery plan, including specific plans

related to serving the City in the event of a disaster. A contact name(s), telephone number(s), and e-mail address(s) with “24/7” accessibility shall be provided to the City and maintained in a current status during the contract period. Please also identify the initial date and number of branches (within 10 miles from the City Hall location) that resumed operation to the public following Hurricane Wilma.

Should the need to execute a disaster recovery plan arise, the City will work directly with Lance, your Relationship Manager. Lance will make available to the City his contact information so that he is assessable “24/7”. Lance will assist the City to arrange for cash delivery and/or check cashing procedures during the disaster period.

Task List Time

Required Wachovia/Wells Fargo Resources City Resources Negotiate Master Banking Agreement As Needed Lance Aylsworth, RM Treasury Manager

City Legal

Initial Implementation Meeting (High Level) 3 Hours Lance Aylsworth, RM Treasury ManagerIntro Team Members to Both Parties Robert Wilkins, TMSC Core Implementation TeamImplementation Time Line Agreed Upon Implementation Project Manager IS ManagerAccount Structure and RecommendationsTreasury Services Discussion and RecommendationsDistribution of Documentations for Treasury Services Distribution of Contact Lists Both Parties Discussion of Banking Supplies Required Overview of Wachovia at Work Distribute Non-Employee Check Cashing Card Forms Agree Upon Next Meeting Date/Time

Treasury Services Forms Completed 2 Hours As Designated By Treasury Manager

Banking Supplies Ordered 2 Hours Latosha Wedderburn, Relationship Associate As Designated By Treasury Manager

Accounts Opened - Account Numbers Assigned 1 Hour Latosha Wedderburn, Relationship Associate

Second Implementation Meeting (Departmental) 5 Hours Max Lance Aylsworth, RM Treasury Manager

Intro Team Members to Both Parties Robert Wilkins, TMSC Department Heads Review Final Account Structure - Changes Customer Service Team Leader IS Manager and StaffReview Final Treasury Services to be Provided Implementation Project Manager Accounting StaffCollect Any Necessary Completed Forms Money Center Team Leader Investment Manager Demonstration of Wachovia Connection Plus Human Resources Rep.Departmental Breakout Meeting to Discuss Issues/Questions (Optional)Distribute Contact Lists Wachovia at Work Presentation and Discussion of Meeting Dates Review Product Implementation and Testing Schedule Customer Service and Tech Support Discussion Agree Upon Follow Up Meeting Dates and Participants

Online Information Reporting Training 2-3 Hours Robert Wilkins, TMSC Department Managers

Wachovia at Work Presentation to Departments TBD WAW Team Department Managers

Staff & Employees

Pre-Go Live Meeting (High Level) 2 Hours Lance Aylsworth, RM Treasury Manager Outstanding Issues Robert Wilkins, TMSC Core Implementation Team Modifications to Services/Account Structure/Wire Set Up

Go-Live Date for Post Testing Activity Ongoing Implementation Project Manager

Implementation Completed 30-45 business days from initial meeting. Timeframes can vary.

Problem Resolution Team Onsite As Needed Lance Aylsworth, RM

Robert Wilkins, TMSC

Post Implementation Meeting (High Level) 1-2 Hours Treasury Manager

Ongoing Issues and Concerns Core Implementation Team

Evaluation of Implementation Process

Future Relationship Reviews Frequency


After Hurricane Wilma. Wachovia was one of the first banks to open their doors for business. Below are the dates and number of additional branches that opened each day.

Hurricane Wilma hit the Broward area on 10/24 - all centers were closed. 10/26 – 4 Total 4 10/27 – 5 Total 9 10/28 – 7 Total 16 10/29 – 1 Total 17 10/31 – 23 Total 40 11/1 – 8 Total 48 11/2 – 6 Total 54 11/3 – 7 Total 61 11/4 – 4 Total 65 11/6- 1 Total 66 11/8 –1 All Branches open and fully operational.

For more information regarding Wachovia’s Business Continuity Plan, please refer to Section VI within this response.

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City of Dania Beach - RFP for Banking ServicesBid #10-013, August 2010

Annual Cost Total Description Volume Per Unit CostGeneral ServicesChecks Paid 4,600 $ $0.150 $ $690.000

Deposits 400 $ $0.500 $ $200.000

Disposable Night Bags 30 $ $2.000 $ $60.000

Checks Returned with Statement 12 $ $0.000 $ $0.000

Cash Deposit Fee 2,200 $ $0.070 $ $154.000

Deposit Corrections 4 $ $2.000 $ $8.000

Multiple Statements 36 $ $0.000 $ $0.000

Non-Standard Cash Process Surcharge 390 $ $0.000 $ $0.000

Account Maintenance 36 $ $10.000 $ $360.000

Non Depositor Check Cashing Fee 90 $ $0.000 $ $0.000

Master Account Maintenance 12 $ $0.000 $ $0.000

Sub Account Maintenance 12 $ $0.000 $ $0.000

Deposited Items 42,000 $ $0.030 $ $1,260.000

Deposit Item Image Deposit Image Viewed 650 $ $1.000 $ $650.000

Not Otherwise Placed Armored Car Service 12 $ Cost $

Returns Deposited Items-Charged Back 115 $ $0.000 $ $0.000

Re-deposited Items 150 $ $0.000 $ $0.000

Returns Special Instruction-Complex 12 $ $15.000 $ $180.000

ACH $0.000

Miscellaneous Items Paid 500 $ $0.120 $ $60.000

File Processed 190 $ $15.000 $ $2,850.000

File or Item Update 4 $ $0.000 $ $0.000

Deposits 375 $ $0.120 $ $45.000

Maintenance 36 $ $30.000 $ $1,080.000

ACH Returns 50 $ $2.000 $ $100.000

ACH Originated Items-PPD Debit 6,700 $ $0.030 $ $201.000

ACH Originated Items-PPD Credit 5,400 $ $0.030 $ $162.000

ACH Originated Items- CCD Credit 800 $ $0.030 $ $24.000

Control Total Entry 190 $ $0.000 $ $0.000

APPENDIX IX

Proposal Quotation Form

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City of Dania Beach - RFP for Banking ServicesBid #10-013, August 2010

Cash Services MC- Disposable Bags Processed 96 $ $2.000 $ $192.000

MC- Cash Deposit Processing 10,200 $ $0.070 $ $714.000

Paid Check Image Paid Check Image Viewed 12 $ $0.000 $ $0.000

Account Reconcilement Electronic Account Reconcilement Monthly Maintenance 24 $ $0.000 $ $0.000

Electronic Account Reconcilement Per Item 4,600 $0.000 $0.000

Basic Positive Pay Maintenance 24 $ $55.000 $ $1,320.000

Basic Positive Pay Per Item 4,600 $ $0.070 $ $322.000

Positive Pay Exception Item Image 5 $ $0.000 $ $0.000

Positive Pay Exceptions 5 $ $0.000 $ $0.000

ARP Paper Reports 12 $ $0.000 $ $0.000

Online Services Wireless Notification 12 $ $0.000 $ $0.000

Monthly Access Fee (3 accounts) 36 $ $75.000 $ $2,700.000

Current Day Extend Detail 16 $ $0.020 $ $0.320

Prior Day Item 44,000 $0.020 $880.000

Incoming Wire Notice – Fax 64 $ $0.000 $ $0.000

Stop Payment – Online Entry 16 $ $6.000 $ $96.000

Return Item – Email Notification 480 $ $0.000 $ $0.000

Global Wire Transfer Domestic Wire 65 $ $10.000 $ $650.000

Book Transfer 190 $ $1.000 $ $190.000

Incoming Wire 30 $ $7.500 $ $225.000

Book Transfer Credit 40 $ $0.000 $ $0.000

Debits Posted 250 $ $0.000 $ $0.000

Deposits 70 $ $0.000 $ $0.000

Total Proposed Annual Cost $ $15,373.320

Total Proposed Annual Cost of Services (above) $15,373.320

Less: Interest Earned on Account (see below) $6,250.000

Total Proposed Annual Cost of Services $9,123.320

*If the Earnings Credit Rate differs from the rate used for interest earnings, please provide the appropriate calculation.

Interest CalculationA. Assumed average daily balanceB. Proposed Interest Rate (describe index used 0.25%

and frequency)C. Total annual Interest Cost $6,250.000

Additional Services Requested Not Listed Above Will Be Negotiated

$2,500,000.00

Below please include the cost for each prospective banking service located in Section I: (include additional pages if necessary)

Purchasing/Procurement Services Purchasing/Procurement Services are included following this document.

Processing of credit card payments online, at the point of sale (cashier), and at parking meters located within the City

Merchant Interchange fee schedule has been included within this response, Section V, tab e. Actual Pricing will be negotiated between the bank and the City.

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Description Price

Prepared for CITY OF DANIA ADDITIONAL SERVICESRestricted Schedule of Fees September 08, 2010

EBOX

CONCENTRATION PAYMENT

$0.1500Tier 1 To 3000

$0.0750Tier 2 To 50000

$0.0750Tier 3 To 100000

$0.0650Tier 4 To 250000

$0.0550Tier 5 To 500000

$0.0550Tier 6 To 1000000

$0.0550Tier 7 To 2000000

$0.0550Tier 8 To 3500000

$0.0550Tier 9 To 5000000

$0.0550Tier 10 To 99999999999

EBOX PROGRAMMING FEE $0.0000

EBOX MONTHLY MAINTENANCE $150.0000

EBOX DATA CONSOLIDATION $125.0000

E-BOX REVERSIBILITY REPORT $25.0000

EBOX DATA TRANSMISSION MAINTENANCE $150.0000

REMOTE DEPOSIT CAPTURE

RDC VOLUME

$0.0000Tier 1 To 2500

$0.0000Tier 2 To 10000

$0.0000Tier 3 To 50000

$0.0000Tier 4 To 99999999999

RDC DEPOSITED ITEMS $0.0300

RDC LOCATION 1

$30.0000Tier 1 To 1

$30.0000Tier 2 To 10

$30.0000Tier 3 To 100

$12.5000Tier 4 To 200

$10.0000Tier 5 To 99999999999

RDC IMAGE REJECT $0.2500

WHOLESALE LOCKBOX

IMAGE STANDARD ITEM PROCESSED $0.4800

IMAGE CHECK AND DOC MONTHLY MAINT $175.0000

TRUNCATED CHECK IMAGE PER ITEM $0.0700

TRUNCATED DOCUMENT IMAGE PER ITEM $0.0700

CORRESPONDENCE/UNPROCESSABLES $0.4400

DEPOSIT PREP CHARGE $1.5000

CASH PAYMENT PROCESSING $9.0000

POST OFFICE BOX RENTAL/ANNUAL $225.0000

Description Price

Prepared for CITY OF DANIA ADDITIONAL SERVICESRestricted Schedule of Fees September 08, 2010

WHOLESALE LOCKBOX

MONTHLY TRANSMISSION MAINTENANCE $210.0000

CREDIT CARD PROCESSING $1.5000

WHOLETAIL LBX

W/T SCANNABLES SINGLE FULL PAYS $0.2900

W/T SCANNABLES PARTIAL PAYS $0.0400

W/T SCANNABLES MULTIS $0.0900

W/T MONTHLY LOCKBOX MAINT $175.0000

W/T CORRESPONDENC AND UNPROCESSABLE $0.4400

W/T 1 YEAR IMAGE ARCHIVE $0.0150

W/T CHECKS $0.0000

W/T DEPOSIT PREP CHARGE $1.5000

W/T PO BOX RENTAL/ANNUAL $225.0000

W/T TRANSMISSION MAINTENANCE $210.0000

W/T CREDIT CARD PROCESSING $1.5000

Effective March 20, 2010, Wachovia Bank, N.A. will become Wachovia Bank, a division of Wells Fargo Bank, N.A. Wachovia will provide theservices detailed within this pro forma for the fees indicated. This offer is valid for 60 days from the date of the pro forma. Your acceptance ofthis proposal prior to the 60th day will activate the fees indicated, which will remain in effect for 1 year unless otherwise agreed upon. Wachoviahas taken care to represent the fees accurately. Fees inadvertently omitted will be assessed a rate mutually agreed to by you and Wachovia tocorrect such error. If your requirements and/or volume estimates change from those presented in this pro forma, or if expected volume is lessthan that presented in this pro forma, or if you request services not included in this pro forma, Wachovia may raise the fees quoted within thispro forma to reflect these modifications. The minimum volume requirement can be deferred up to 90 days for implementation. Any services thatare not included or that are new and/or different from those presented in this pro forma will be assessed a rate mutually agreed to by you andWachovia. Upon expiration of the attached fees, Wachovia's then-current Schedule of Fees will apply unless different terms are agreed upon.

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1

PURCHASE CARD FEE SCHEDULE STANDARD FEES

Customized for each customer

ONE-TIME FEES Setup fee $ 1000

RECURRING FEES* Program Maintenance $ 50/month w/o Out of Pocket ($75 w/ OOP) Card Issuance $ 35.00

*After the six-month pilot period is complete, a fee of $1.00 per transaction will be assessed for any month in which both the minimum thresholds of $40,000 monthly net purchasing volume and $120 per average ticket are not met.

MISCELLANEOUS FEES

Cash Advance Fee 2%/$2 minimum Commercial Card $ 0 /incident

Phone Retraining $ 175.00/incident Foreign Conversion Fee 1% charged by Visa

OPTIONAL

RECEIPT IMAGING Setup fee $500 Image Archive Fee Year 1 $.03 per page Image Archive Fee Year 2-7 $.01 per page For those customers who opt to use ACH reimbursement for out-of-pocket expenses, separate ACH fees will apply. For those customers who opt to use the Commercial Card Expense Reporting solution, accessed through the Commercial Electronic Office® (CEO®

), separate CEO access charges may apply.

The above pricing is an estimate based on certain assumptions regarding volume and scope of services and/or information provided by you. Notwithstanding anything to the contrary contained herein, the pricing is subject to change if the actual volume and/or scope of services differ from the assumptions and/or information upon which the estimated pricing was based.

Fixed Income Sales

Wells Fargo Securities is the trade name for certain capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Securities, LLC, a member of NYSE, FINRA and SIPC, Wells Fargo Institutional Securities, LLC, a member of FINRA and SIPC, and Wells Fargo Bank, National Association. Wells Fargo Securities, LLC carries and provides clearing services for Wells Fargo Institutional Securities, LLC customer accounts.

Investments: NOT FDIC Insured • May Lose Value • No Bank Guarantee

© 2010 Wells Fargo Securities. All rights reserved.

Investor Resources Fee Schedule Wells Fargo Securities customers have the option of selecting Wells Fargo Bank, N.A., for safekeeping services. The following standard fee schedule applies to safekeeping services provided by Wells Fargo Bank.

Bank safekeeping

Monthly Account Maintenance .... .$10.00 Monthly Security Holdings per CUSIP Asset Backed Securities

(CARS/CARDS etc.) ........................... $8.00 Mortgage-Backed Securities (FNMA,

GNMA, CMOs/REMICs) ................... $8.00 Municipal / Corporate Securities ............ $2.00 All Other Securities

(T-Bills, T-Notes, T-Bonds, Agencies, Commercial Paper (CP), except Wells Fargo CP) .......................................................$1.00

Security Transfers Incoming/Outgoing .................................. $7.00 Between Accounts ..................................... $7.00 Security Pledges (Initiating, Substituting, & Releasing) ..$20.00

Brokerage Services

Securities Registration* ................... $50.00 Third Party Trade Clearing** Incoming/Outgoing ................................ $35.00 Physical Securities Clearance ............... $100.00

Miscelleanous Services Fees may be charged for any unusual or out of pocket expenses

Investor Resources

Investment On-Line Reporting No Charge Portfolio Accounting per month…$275.00 Consolidated Report per month .......... $25.00 Portfolio Analytics With bond purchases per report ....….. $500.00 With no bond purchases per report ..... $750.00

Portfolio Strategies <$100,000,000 in assets per quarter……$500.00 >$100,000,000 in assets per quarter……$500.00

Discounts and payment options

All new accounts will have all their fees waived for the first two months. Other discounting or exception pricing may apply. Fees are genarally charged on a monthly basis and you may select one of the following payment options:

ACH Brokerage Account Debit Wells Fargo Bank Account Analysis Charge

For more information

For more information, contact your Wells Fargo Wells Fargo Securities investment representative.

*Fees are charged on a per receipt basis.

**The Third Party Trade Clearing applies only to transactions where securities are purchased/sold to/from a third party and delivered to/from Wells Fargo Bank.

Wells Fargo reserves the right to change the fees on this schedule at any time upon thirty (30) days written notice to customers. A statement of fees charged will be included in customers’ brokerage account statement.

FS1034-V1 (Rev 05-10)

Fixed Income Sales

Wells Fargo Securities is the trade name for certain capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Securities, LLC, a member of NYSE, FINRA and SIPC, Wells Fargo Institutional Securities, LLC, a member of FINRA and SIPC, and Wells Fargo Bank, National Association. Wells Fargo Securities, LLC carries and provides clearing services for Wells Fargo Institutional Securities, LLC customer accounts.

Investments: NOT FDIC Insured • May Lose Value • No Bank Guarantee

© 2010 Wells Fargo Securities. All rights reserved.

Investor Resources Fee Schedule Wells Fargo Securities customers have the option of selecting a brokerage custody account. The following standard fee schedule applies to brokerage custody account services.

Brokerage custody

Monthly Account Maintenance .... .$10.00 Monthly Security Holdings per CUSIP Asset Backed Securities

(CARS/CARDS etc.) ........................... $8.00 Mortgage-Backed Securities (FNMA,

GNMA, CMOs/REMICs) ................... $8.00 Municipal / Corporate Securities ............ $2.00 All Other Securities

(T-Bills, T-Notes, T-Bonds, Agencies, Commercial Paper (CP), except Wells Fargo CP) .......................................................$1.00

Security Transfers Incoming/Outgoing .................................. $7.00 Between Accounts ..................................... $7.00 Security Pledges (Initiating, Substituting, & Releasing) ..$20.00

Brokerage Services

Securities Registration* ................... $50.00 Third Party Trade Clearing** Incoming/Outgoing ................................ $35.00 Physical Securities Clearance ............... $100.00

Miscelleanous Services Fees may be charged for any unusual or out of

pocket expenses

Investor Resources

Investment On-Line Reporting No Charge Portfolio Accounting per month . $275.00 Consolidated Report per month .......... $25.00 Portfolio Analytics With bond purchases per report ... ……$500.00

With no bond purchases per report ... ..$750.00 Portfolio Strategies <$100,000,000 in assets per quarter $500.00 >$100,000,000 in assets per quarter $500.00

Discounts and payment options

All new accounts will have all their fees waived for the first two months. Other discounting or exception pricing may apply. Fees are genarally charged on a monthly basis and you may select one of the following payment options:

ACH Brokerage Account Debit Wells Fargo Bank Account Analysis Charge

For more information

For more information, contact your Wells Fargo Securities investment representative.

*Fees are charged on a per receipt basis.

**The Third Party Trade Clearing applies only to transactions where securities are purchased/sold to/from a third party and delivered to/from Wells Fargo Bank.

Wells Fargo reserves the right to change the fees on this schedule at any time upon thirty (30) days written notice to customers. A statement of fees charged will be included in customers’ brokerage account statement.

FS1035-V1 (Rev 02-10)

APPENDIX I

REQUEST FOR PROPOSAL

ACKNOWLEDGEMENT

RFP TITLE: Banking Services RFP NO: 10-013 THE CITY OF DANIA BEACH IS REQUESTING PROPOSALS FROM QUALIFIED BANKING INSTITUTIONS TO SUPPLY BANKING SERVICES SUBMIT ONE (1) ORIGINAL, THREE (3) COPIES, AND (1) DIGITAL COPY

OF YOUR COMPLETED RFP TO: City of Dania Beach Contact: Mark Bates 100 West Dania Beach Blvd. Director of Finance Dania Beach, FL 33004 (954) 924-6800 Ext. 3672 RFP must be received PRIOR TO 10 : 00 am on September 14 , 2010 Respondent Name: Wachovia Bank, A Division of Fed. ID# or SSN: 94-1347393 Wells Fargo Bank, N.A. Address 1: 200 S. Biscayne Blvd Toll Free Phone No.: 305-789-4824 Address 2: 14th Floor Fax Number: 305-789-4809 City: Miami State: FL Zip Code: 33131 Contact Person: Lance Aylsworth Title: Vice President E-mail Address(es): [email protected] THERE IS NO PRE-PROPOSAL CONFERENCE; HOWEVER, THE CITY WILL SEND ANY ADDENDUM OR ADDENDA TO ALL PROPOSERS ON RECORD. IT IS THE PROPOSER’S SOLE RESPONSIBILITY TO ASCERTAIN IT OR THEM BY CONTACTING THE CITY’S FINANCE DEPARTMENT NO LESS THAN FIVE (5) CALENDAR DAYS PRIOR TO THE PROPOSAL CLOSING DATE, WHETHER ANY ADDENDUM OR ADDENDA TO THIS PROPOSAL HAS OR HAVE BEEN ISSUED, AND TO SUBMIT ANY AND ALL SUCH ADDENDUM OR ADDENDA, PROPERLY ACKNOWLEDGED WITH THE PROPOSAL RESPONSE. THE CITY WILL NOT ISSUE AN ADDENDUM OR ADDENDA WITHIN FIVE (5) CALENDAR DAYS OF PROPOSAL CLOSING. IF NOT PROPOSING, PLEASE STATE REASON:

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APPENDIX II

1

ADMINISTRATIVE ORGANIZATION

1. Submitting Firm Name and Address: Wachovia Bank, A Division of Wells Fargo Bank, N.A. 200 S. Biscayne Blvd. 14th

Miami, Florida 33131 Floor

Telephone Number: 305-789-4824 Person to Contact: Lance Aylsworth, VP

2. Type of Firm: Corporation _____ Individual ______ Other __X___ National Association

If Corporation, complete the following:

A. Date Incorporated: Since 1852 Founded in 1852, Wells Fargo is one of the oldest and largest national banks. Celebrating our 158th year of operation, we are recognized as one of the most highly capitalized and well-managed banks in the industry. Wells Fargo Bank, N.A. is a federally chartered banking institution and a member of the Federal Reserve System. We are a national leader in financial services, meeting our clients’ financial services needs when, where, and how they want to be served. Our trademark, the stagecoach, is the symbol of our role in the development of the Western United States and stands for our pride in “coming through” for our clients, a hallmark of our company since 1852. B. State of Incorporation: see below.

We are headquartered in San Francisco, although our decentralized structure means that the Florida Government & Institutional Banking office has local control and decision-making authority. In essence, you get the best of both worlds – the local control and service you need to make your banking relationship successful, coupled with the technology and resources that only a large and diversified financial institution can provide.

C. Date Authorized to do Business in Florida: see below. Wachovia’s number of years in business in the State of Florida would officially be 105 years. Wachovia has the most experienced Government and Institutional Banking Department in the State. Wachovia, through its predecessor First Union, was the first bank in Florida to develop a Government and Institutional Banking Department in 1992.

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APPENDIX II

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Wachovia is the leading provider of banking services to Governments in Florida and has a large presence in Broward County. Early on, Wachovia recognized that our approach to serving municipalities and other related public sector clients has to be different. The needs, requirements, and expectations of public sector entities vary from traditional businesses. This focus allows us to learn from our customers and to devote additional time to familiarize ourselves with the requirements placed upon public sector entities by Florida Statutes and a variety of additional factors.

Wachovia is now part of the Wells Fargo family, with a legacy of fiduciary responsibility stretching back over one hundred years. Our primary objective is the preservation of our clients’ deposits and invested balances, in accordance with the Florida Statutes, while returning a competitive market yield.

D. President: See below E. Vice President: see below F. Secretary: see below G. Treasurer: see below

Executive Officers:

Howard I. Atkins, Senior EVP, Chief Financial Officer Patricia R. Callahan, EVP, Office of Transition David M. Carroll, Senior EVP, Wealth, Brokerage & Retirement Services David A. Hoyt, Senior EVP, Wholesale Banking Richard D. Levy, EVP, Controller Michael J. Loughlin, EVP and Chief Credit and Risk Officer Avid Modjtabai, EVP, Technology & Operations Mark C. Oman, Senior EVP, Home and Consumer Finance Kevin A. Rhein, EVP, Card Services and Consumer Lending James M. Strother, EVP, General Counsel, Law and Government Relations John G. Stumpf, Chairman, President and Chief Executive Officer Carrie L. Tolstedt, Senior EVP, Community Banking

APPENDIX II

3

John D. Baker II

Board of Directors:

President, CEO Patriot Transportation Holding, Inc.

John S. Chen

Chairman, Chief Executive Officer and President Sybase, Inc.

Lloyd H. Dean

President, CEO Catholic Healthcare West

Susan E. Engel

Chief Executive Officer

Enrique Hernandez, Jr.

Portero, Inc.

Chairman, CEO Inter-Con Security Systems, Inc.

Donald M. James

Chairman, CEO Vulcan Materials Company

Richard D. McCormick

Chairman Emeritus

Mackey J. McDonald

U S WEST, Inc.

Retired Chairman VF Corporation

Cynthia H. Milligan

Dean Emeritus, College of Business Administration

Nicholas G. Moore

University of Nebraska - Lincoln

Retired Global Chairman PricewaterhouseCoopers

Philip J. Quigley

Retired Chairman, President, CEO Pacific Telesis Group

Judith M. Runstad

Of Counsel Foster Pepper PLLC

APPENDIX II

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Stephen W. Sanger Retired Chairman General Mills, Inc.

John G. Stumpf

Chairman, President, CEO Wells Fargo & Company

Susan G. Swenson

President and CEO Sage Software, Inc.

More information may be obtained by accessing the following site: https://www. wellsfargo.com/about/

3. Bank Team which will handle account: Name Position Address Telephone/

E-mail address

Name: Lance Aylsworth, VP Position: Relationship Manager Address: 200 S. Biscayne Blvd. 14th

Miami, Florida 33131 Floor

Telephone: 305-789-4824 Email: [email protected]

Name: Latosha Wedderburn Position: Relationship Associate Address: 450 S. Australian Avenue, 7th



Name: Robert Wilkins, SVP Position: Treasury Management Sales Consultant Address: 450 S. Australian Avenue, 8th



Name: Jackie Kobialko Position: Treasury Sales Analyst Address: 450 S. Australian Avenue, 8th



APPENDIX II

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4. Is your bank a Federal or Florida Chartered Bank? See below.

Effective March 20, 2010 Wachovia Bank, N.A. merged with and into Wells Fargo Bank N.A. Wells Fargo Bank, N.A. is a Charter No. 1 located in Sioux Falls within the State of South Dakota and has complied with all the provisions of the statues of the United States. A copy of the certification is included within this Section, Tab i.

5. Is your bank a Qualified Public Depository? Yes X No __

A copy of our certification is included within this section, Tab i.

6. Is your bank a Member of the Federal Reserve System? Yes X No __

7. Moody or Standard & Poor Rating: See below

Sheshunoff Bank Rating: . Month/Yr. Issued: see below

N/A- See below

. Month/Yr. Issued: see below

We have one of the highest debt ratings of any financial services company. Wells Fargo measures the following ratings as indicated below:

Ratings:

Wells Fargo & Company (as of August 3, 2009)

Fitch Ratings Moody’s Standard & Poor’s

Long-term Issuer Rating AA- A1 AA- Short-term Issuer Rating F1+ P-1 A-1+ Senior Unsecured AA- A1 AA- Subordinated A+ A2 A+ Preferred Stock A Ba1 A-

Wells Fargo Bank, NA (as of August 3, 2009)


Long-term Issuer Rating AA- Aa2 AA Short-term Issuer Rating F1+ P-1 A-1+ Bank Deposits AA Aa2 -

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APPENDIX II

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Wells Fargo Bank, NA (as of August 3, 2009)


Senior Unsecured AA- Aa2 AA Subordinated A+ Aa3 AA-

8. List total capital and surplus for your firm as of Calendar Year 2010

Wells Fargo Bank, National Association Capital Position

Total Capital $125,192,000,00

0

Total Risk-based Capital $119,114,000,000

Tier One Capital $90,901,000,000

As of 6/30/10

A copy of the 2009 Annual Report and most recent call report is included with the Proposal as marked, “Original.” Additional financial information is also available online at https://www.wellsfargo.com/invest_relations/investor_relations/

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APPENDIX V

ATTACHMENTS TO PROPOSAL

1. Financial resources to include last year’s audited Financial Statements and Annual Reports of

Bank and Holding Company, if any.

2. Branch Listings within a 5 mile radius from the Dania Beach City Hall, 100 West Dania

Beach Boulevard, Dania Beach, FL 33004.

Branch Name:_______________________________________________________

Name of Manager: _______________________________

Address: ___________________________________________________________

__________________________________________________________________

Telephone No.: __________________________________

Facsimile No.: __________________________________

Branch Name:_______________________________________________________

Name of Manager: _______________________________

Address: ___________________________________________________________

___________________________________________________________

Telephone No.: __________________________________

Facsimile No.: __________________________________

Branch Name:_______________________________________________________

Name of Manager: _______________________________

Address: ___________________________________________________________

___________________________________________________________

Telephone No.: __________________________________

Facsimile No.: __________________________________

Branch Name:_______________________________________________________

Name of Manager: _______________________________

Address: ___________________________________________________________

___________________________________________________________

Telephone No.: __________________________________

Facsimile No.: __________________________________

Branch Name:______________________________________________________

Name of Manager: _______________________________

Address: __________________________________________________________

__________________________________________________________

Telephone No.: __________________________________

Facsimile No.: __________________________________

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Dania

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Ronit Shane (Ronie)

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700 E. Dania Beach

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Dania Beach, FL. 33004

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954-985-3660

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954-985-3663

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Dania Beach

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Sarah Butler

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5991 Ravenswood Rd.

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Fort Lauderdale, FL. 33312

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954-989-8989

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954-989-9338

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Young Circle

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Kevin Lyons

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1909 Tyler St.

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Hollywood, FL. 33020

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954-985-3650

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954-985-2115

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State Road 84

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Pedro Zamora

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1100 W. State Road 84

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Fort Lauderdale, FL. 33315

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954-467-5525

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954-467-4124

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Emerald Hills

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Stephan Desroches

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4600 Sheridan St.

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Hollywood, FL. 33021

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954-985-3606

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954-985-3611

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BROWARD COUNTY BRANCH LOCATIONS

Name Address Name Address

1710 S Andrews Ave 3668 W Hillsboro Blvd

Fort Lauderdale, FL 33316 Deerfield Beach, FL 33442

11 Weston Rd 8900 Pines Blvd

Sunrise, FL 33326 Pembroke Pines, FL 33024

4901 Coconut Creek Pkwy 6600 Taft St

Coconut Creek, FL 33063 Hollywood, FL 33024

4875 N Federal Highway 3325 Hollywood Blvd

Fort Lauderdale, FL 33308 Hollywood, FL 33021

12399 Sheridan St 6245 N Federal Hwy

Cooper City, FL 33026 Fort Lauderdale, FL 33308

3300 N Federal Hwy 278 Indian Trace

Fort Lauderdale, FL 33306 Weston, FL 33326

3201 N University Dr 5899 Oakland Park Blvd

Coral Springs, FL 33065 Lauderhill, FL 33313

1950 N University Dr 1790 N Pine Island Rd

Coral Springs, FL 33071 Plantation, FL 33322

800 W Cypress Creek Rd 5830 S University Dr

Fort Lauderdale, FL 33309 Davie, FL 33328

5991 Ravenswood Rd 1460 Coral Ridge Dr

Fort Lauderdale, FL 33312 Coral Springs, FL 33071

700 E Dania Beach Blvd350 East Las Olas Boulevard Suite 100

Dania Beach, FL 33004 Fort Lauderdale, FL 33301

4491 S State Rd 7 3885 North Federal Hwy

Davie, FL 33314 Pompano Beach, FL 33064

1950 W Hillsboro Blvd 3550 N Federal Hwy

Deerfield Beach, FL 33442 Lighthouse Point, FL 33064

1007 S Federal Hwy 400 North State Road 7

Deerfield Beach, FL 33441 Margate, FL 33063

4150 SW 64th Ave 6810 Miramar Pkwy

Davie, FL 33314 Miramar, FL 33023

2400 E Atlantic Blvd 12184 Miramar Pkwy

Pompano Beach, FL 33062 Miramar, FL 33025

2603 N Hiatus Rd 14701 Miramar Pkwy

Hollywood, FL 33026 Miramar, FL 33027

4600 Sheridan St 10191 Cleary Blvd

Hollywood, FL 33021 Plantation, FL 33324

1700 W Commercial Blvd 199 N Ocean Blvd

Fort Lauderdale, FL 33309 Pompano Beach, FL 33062

One East Broward Blvd 2200 West Atlantic Blvd

Fort Lauderdale, FL 33301 Pompano Beach, FL 33069

2577 E Sunrise Blvd 15759 Pines Blvd

Fort Lauderdale, FL 33304 Pembroke Pines, FL 33027

3600 N Ocean Blvd 10480 Taft St

Fort Lauderdale, FL 33308 Pembroke Pines, FL 33026

1000 E Hallandale Beach Blvd 3131 W Hallandale Beach Blvd

Hallandale, FL 33009 Hallandale, FL 330091201 East Hallandale Beach Blvd

702 North University Drive

Hallandale, FL 33009 Pembroke Pines, FL 33024

5902 Coral Ridge Dr 8890 W State Rd 84

Coral Springs, FL 33076 Davie, FL 33324

Pine Island Ridge Financial Center

Pembroke Pines North Financial Center

Pembroke Park Financial Center

Pembroke Lakes Financial Center

Paraiso Parc Financial Center

Palm Aire Financial Center

North Ocean Boulevard Financial Center

Nob Hill Financial Center

Monarch Lakes Financial Center

Miramar Square Financial Center

Miramar Financial Center

Margate Financial Center

Lighthouse Point Financial Center

Lighthouse North Financial Center

Las Olas Financial Center

Lakeview Financial Center

Lakeside Town Shops Financial Center

Jacaranda Financial Center

Inverrary Falls Financial Center

Indian Trace Financial Center

Imperial Point Financial Center

Hollywood Hills Financial Center

Hollywood Financial Center

Hollybrook Financial Center

Hillsboro Boulevard Financial Center

Heron Bay Financial Center

Hallandale Financial Center

Gulfstream Park Financial Center

Galt Ocean Mile Financial Center

Galleria Financial Center

Fort Lauderdale Tower Financial Center

Executive Airport Financial Center

Emerald Hills Financial Center

Embassy Lakes Financial Center

East Atlantic Boulevard Financial Center

Downtown Davie Financial Center

Deerfield Beach Financial Center

Deer Creek Financial Center

Davie - 441 Financial Center

Dania Financial Center

Dania Beach Financial Center

Cypress Creek Financial Center

Coral Springs South Financial Center

Coral Springs North Financial Center

Coral Ridge Financial Center

Cooper City - Flamingo Financial Center

Commercial Financial Center

Coconut Creek Financial Center

Bonaventure Financial Center

Andrews Avenue Financial Center

Name Address

1191 S University Dr

Plantation, FL 33324

4100 Hollywood Blvd

Hollywood, FL 33021

3575 S University Dr

Davie, FL 33328

400 E Sample Rd

Pompano Beach, FL 33064

12617 West Sunrise Blvd

Sunrise, FL 33323

17199 Pines Blvd

Pembroke Pines, FL 33027

1489 SE 17th Street Suite F

Fort Lauderdale, FL 33316

1100 W State Rd 84

Fort Lauderdale, FL 33315

18499 Miramar Pkwy

Miramar, FL 33029

2300 North University Drive

Sunrise, FL 33322

7005 N University Dr

Tamarac, FL 33321

8251 N Pine Island Road

Tamarac, FL 33321

10077 W Oakland Park Blvd

Sunrise, FL 33351

50 SW 84th Ave

Plantation, FL 33324

4101 W Commercial Blvd

Tamarac, FL 33319

6015 Washington St

Hollywood, FL 33023

12440 Pines Blvd

Pembroke Pines, FL 33027

9001 W Oakland Park Blvd

Sunrise, FL 33351

4511 Weston Rd

Weston, FL 33331

9501 Westview Dr

Coral Springs, FL 33076

5321 Lyons Rd

Coconut Creek, FL 33073

1909 Tyler St

Hollywood, FL 33020Young Circle Financial Center

Winston Park Financial Center

Westview Plaza Financial Center

Weston Commons Financial Center

West Sunrise Financial Center

West Pembroke Pines Financial Center

West Hollywood Financial Center

West Commercial 441 Financial Center

West Broward Boulevard Financial Center

Welleby Plaza Financial Center

Tamarac Town Square Financial Center

Tamarac Financial Center

Sunset Strip Financial Center

Sunset Lakes Financial Center

State Road 84 Financial Center

Southport Center Financial Center

Silver Lakes Financial Center

Sawgrass Financial Center

Sample Road Financial Center

Rolling Hills Financial Center

Presidential Circle Financial Center

Plantation Financial Center

BROWARD COUNTY BRANCH LOCATIONS

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4. List of Community Projects

Wachovia/Wells Fargo contributions for organizations within the Broward County Community have a total of over $1 million for both 2009 and 2010 YTD. A listing of detailed projects can be provided to the City upon request. Please see our community impact report within Section II of this response.

5. Agreements:

(a) Repurchase Agreement (b) Banking Services Agreement (c) SafeKeeping Service Agreement Please refer to Section VI, Sample Agreements tab within this response.

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APPENDIX VI

OTHER FINANCIAL SERVICES

Financial Services beyond those requested or those to be implemented in the next six months. (Please also provide what the fee schedule will be).

Helping leverage your technology investment to streamline and automate your payments and remittance processes The Payment Manager® service from Wells Fargo allows you to send one file with multiple payment types and remittance information directly from your accounts payables system to the bank. Wells Fargo will generate the payments and send remittance data based on your instructions. With the flexibility of the Payment Manager service, Wells Fargo accepts most file formats and offers several file transmission protocols. Choose the Real-Time option to get foreign exchange rates and send wires on a real-time basis. By integrating your back-end payables system with Wells Fargo, you can reduce staff time spent on manual payment processes, decrease paperwork and mailed documents to save natural resources, and allow your managers and employees to focus on your core business.

Payment Manager Service:

Simplified migration to electronic payments. Reducing paperwork and mailed documents by moving to electronic payments is not only good for the environment but it also enables you to save time and decrease errors.

The Payment Manager service includes:

The Payment Manager PlusSM service helps you overcome one of the common barriers in moving payees from paper to an entirely electronic payments model: the need for human readable remittance information for your payees. Using this service, you can choose to offer detailed remittance data to your payees via any of these delivery channels:

• Online via the Commercial Electronic Office® (CEO®) portal • E-mail and secure e-mail • Fax • Postal mail

Efficient processing of multiple payment types. You can send one file with domestic and international wire payments, ACH payments, Commercial Card, and both U.S. and Canadian dollar checks—reducing the effort associated with moving funds.

Improved cash forecasting. Electronic control of your domestic and international disbursements allows you to better understand and forecast your cash flow.

Multiple system compatibility. Wells Fargo can implement the Payment Manager service with customers that are using a variety of treasury workstations, proprietary solutions, and ERP solutions, including PeopleSoft, Oracle, SAP, Thomson Financial, SunGard Treasury Systems, and XRT-CERG.

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Flexible input file formats. Wells Fargo can accept almost any type of file format your system generates, whether it is proprietary or standard. Implementing one of our standard formats will reduce implementation costs and expenses. Currently, Wells Fargo readily accepts the following standard file formats:

• ANSI 820 • Wells Fargo flat file format • Wells Fargo XML • SAP IDOC

Commercial Card Expense Reporting (CCER) AP Control

With AP Control, the City would have the option of using your WellsOne®

Commercial Card to make traditional AP payments. When you authorize a payment, the CCER solution assigns a single-use account number, then sends that account number and the transaction details to the appropriate merchant via secure e-mail.

An electronic remittance detail file is available so you can close transactions within your back-end applications, and you gain access to all settled transactions through your WellsOne Commercial Card reporting application.

The CCER AP Control solution includes:

Added fraud protection – Because single-use account numbers are generated only when you provide payment instruction through CCER or the Wells Fargo Payment Manager®

Payment flexibility – Maintain front-end control of your AP process while easing payment processing and reconciliation. Use your WellsOne card to make preauthorized payments through CCER AP Control and take advantage of early pay discounts while optimizing your card program, maximizing your revenue share, and streamlining your reporting and reconciliation process.

(Wells Fargo’s Integrated Payables) service, your vendor does not have access to your account number, giving you an extra level of security and control.

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Streamlined reconciliation – The CCER AP Control solution maintains your unique payment identification information and provides payment status updates within the CCER application, allowing you to track and reconcile your payments easily. An electronic remittance file is also available to help you expedite the upload of transactions within your system of record. Supplier enrollment support – Wells Fargo’s card program can also help you align your vendors to create a strategic supplier acceptance strategy and determine the best suppliers to pay with your card. You gain the convenience of paying by card and your supplier gains access to faster funding. Please refer to Section IV for pricing information.

Prospective Banking Services:

Purchasing/Procurement Card Services and Merchant Services Solutions are included following this document.

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Proposal for

WellsOne® Commercial Card

Presented by

Brian Gonzales- AVP/Electronic Banking Consultant 299 South Main, 11th Floor SLC, UT 84111 801-246-1132 [email protected]

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Purchasing/Procurement Services

TABLE OF CONTENTS Executive Summary………………………………………………………….2 About Wells Fargo…………………………………………………………...3 Program Overview .......................................................................................... 5 Overall Benefits .............................................................................................. 6 Program Management Capabilities ................................................................. 8 Report Capabilities ........................................................................................ 15 Spending Limits & Controls ......................................................................... 17 Fraud Detection Overview ............................................................................ 18 Implementation & Development Assistance ………………………………20 Implementation Plan…………………………………………………………23 Visa Level of Processing Capabilities……………………………………..24 Visa Worldwide Acceptance and Cardholder Benefits……………………25 Pricing………………………………………………………………….……26 Wells Fargo offers this proposal to you based on the understanding that it will not be distributed or disclosed to anyone other than those officers and employees of your organization who are responsible for its evaluation.

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EXECUTIVE SUMMARY Thank you for providing Wells Fargo Bank the opportunity to present the WellsOne® Commercial Card program. You are looking for a solution that results in cost savings and adds efficiency through Web-based functionality and reporting, including reconciliation. As part of this proposal, we have outlined our understanding of how the WellsOne Commercial Card will meet your company’s needs. The general benefits the WellsOne Commercial Card program can offer are summarized below:

Features Complete “One Card Solution” for scalability One-source expense reporting document Real-time data visibility Spend control at cardholder level On-line, real-time program management centrally and on-site

Technical Capabilities Complete Internet-based program Easy transaction mapping directly to AP or GL In-house program developed and maintained by Wells Fargo Fully-staffed technical support department Defined disaster recovery plan

Information Reporting 15 template Standard Reports 30+ exportable fields available for custom reports/archival 9 fields customized to your GL string 13 months data maintenance Transaction data easily exported in text file, Excel, or Access database Sales and Use Tax information through Wells Fargo proprietary software Data available for 1099 Reporting data Visa® Merchant Profile Database (VMPD)

Implementation Implementation timeline and task list to be developed in conjunction with your organization. Technical Implementation Specialist assigned to assist with the technical initiative. Cardholder, Authorizer, Program Administrator training provided; sample policy manuals,

applications, etc. Based on the above, we are confident the Wells Fargo WellsOne Commercial Card program is an excellent solution. We look forward to working with you to design and implement your card program.

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ABOUT WELLS FARGO Wells Fargo (NYSE: WFC) is a diversified financial services company providing banking, insurance, wealth management and estate planning, investments, and mortgage and consumer finance from more than 6,046 stores, the Internet (wellsfargo.com), and other distribution channels across North America and internationally. Our vision is to satisfy all of our customers’ financial needs, help them succeed financially, and become known as one of America’s great companies and the number-one financial services provider in each of our markets.

PROGRAM OVERVIEW The WellsOne Commercial Card is a corporate charge card given to individual employees for small dollar purchases, travel, and entertainment. The WellsOne card can be customized to suit each employee or department’s needs, so you can have multiple functions per card. The WellsOne card allows your organization to maintain tight control while reducing the administrative costs associated with authorizing, tracking, paying, and reconciling checks for small-dollar purchases, travel, and entertainment. Wells Fargo uses Visa® exclusively in its WellsOne Commercial Card product. Through Visa, the WellsOne Commercial Card offers customers unsurpassed worldwide acceptance. As every CEO and purchasing manager knows, the activities of the corporate purchasing department directly and profoundly affect the company’s success and profitability. With the sheer volume of transactions that most businesses undergo, even a small efficiency enhancement can make a tremendous and positive impact on the entire company’s bottom line. That is why so many businesses are embracing the WellsOne Commercial Card. This easy-to-use charge card program is perfectly suited for small-dollar purchases, such as office supplies and computer software, yet it can be successfully used at any spending level. In addition, travel and entertainment and relocation expenses can be transitioned to this payment process while providing increased reporting and control. Industry studies have proven that increased efficiencies achieved through a purchasing or commercial card program can reduce cost per transaction from an average of $80–$125 to less than $25. Based on these studies, a conservative estimate places an applicable program with 50,000 transactions per year at a savings of $2.75 million.

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How it works

1. Your company defines purchasing limits and controls and distributes the WellsOne Commercial Card to selected employees.

2. Cardholders may use the WellsOne Commercial Card at any supplier where Visa is accepted and the cardholder has been authorized.

3. Transactions are approved or declined based on pre-established guidelines set by your company.

4. For all approved transactions, the transaction information is transmitted by the supplier and is provided electronically to you through the Commercial Card Expense Reporting (CCER) system. If chosen, transactions can be passed from your reporting tool to your general ledger for posting.

5. One bill for all purchasing transactions placed on the card is presented and paid.

OVERALL BENEFITS The financial benefits illustrated in the previous section are achieved through increased efficiencies, including the following: Reduced Purchasing Costs Lower purchasing costs by eliminating time-consuming steps, such as purchase order creation, invoice approval, check issuance, and reconciliation of multiple invoices. Increased Productivity Distributing the card widely throughout the organization allows your employees to focus on their work rather than on purchasing- or expense-related paperwork. As a result, every minute that would have been spent dealing with purchases and expense reports can now be a minute devoted to the cardholder's function and position (for example, negotiating terms and conditions and generating sales). Consequently, your accounts payable staff and purchasing department benefit from improved reporting and consolidated invoicing, and your purchasing professionals can focus on areas where their expertise adds value.

Enhanced MIS Increase the speed of reconciling and analyzing transactions with CCER. Information such as merchant type and internal cost center can be gathered electronically each time the card is used. This allows you to tailor reports to suit your business needs.

Additional benefits include:

Reduced Risk of Loss on Credit Items These losses result from employees’ failure to report the return of previously purchased items. Returns or credits normally must be placed on the card number to which the purchase was originally charged. With the WellsOne Commercial Card program, all returned items would be credited to the benefit of the corporation.

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Reduced Risk of Fraudulent Supplier Setup and Invoice Processing Most banks perform a review of each vendor before agreeing to process its credit card receivables. The WellsOne Commercial Card process provides the added protection of supplier review by an independent third party (the merchant-acquiring bank). Automatic Updates Our robust reporting and program management systems provide the opportunity to automatically update your general ledger or accounts payable system. The WellsOne Commercial Card system “maps” transactions to the general ledger numbers that you designate. Fraud Protection Insurance Visa provides $100,000 in insurance per card, per year to protect against fraudulent use of the WellsOne Commercial Card by the cardholder. Increased Control The WellsOne Commercial Card program uses current technology to reduce non-value-added steps while increasing internal control. Through a combination of front-end controls (described in detail later in this document) and carefully designed internal procedures, the WellsOne Commercial Card offers features not available in traditional expense reimbursement and purchase order processes, including:

Front-end restrictions on each card that are verified at the point of sale.

Superior expense analysis through reports that allow your organization to review exact card-use information and to monitor and control costs.

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PROGRAM MANAGEMENT CAPABILITIES Commercial Card Expense Reporting (CCER), available through the Commercial Electronic Office® business portal Commercial Card Expense Reporting (CCER) streamlines program management and reduces paperwork by bringing your program online. It provides managers, program administrators, and cardholders with a flexible tool to view, maintain, enhance, and review statements—wherever and whenever they need it, 24 hours a day. With CCER, tasks such as reallocating costs and updating personal information may be done at the cardholder level, providing more accurate recording of expenses and saving program administrators a significant amount of time. Standard reports allow for easy management of your program. In addition, transaction information can be exported for use in updating your general ledger. Your organization’s appointed administrator(s) manages all aspects of the CCER system in real time online, including:

Handle new card requests Cancel cards Reset passwords Move cards Disable users Edit cardholder profiles Change approvers Update role of users Process credit-limit change requests Update GL mapping Use account parameter templates Create new users Reassign standardized MCC inclusion/inclusion templates Produce offline cardholder statements Create report queries Access all available reports Manage statement review statuses Create data download for GL interface Broadcast messages to users

The primary program administrator has complete control over all users. CCER provides program administrators, approvers, and cardholders with a flexible tool to review, enhance, and approve card statements via the Internet. It also effectively transforms your company’s card program into a total expense management solution. The process flowchart below illustrates how card administration and payment/reconciliation operate.

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• Accounting entry for paym ent, offset at m onth end w ith G L a llocations.

• Pcard invoic e receipt & paym ent

• Uses CCE R to ord er cards, g enera l adm in istration, extract inform ation.

• T rains Users on CCER.• Ad justs Cred it Lim its, M CC

Contro ls. • Contact for user custom er

servic e.• Ba lances m onth ly activit y with

e lectron ic in voice• Partners with WFB to

d eterm ine best practic es data & issue reso lution.

• PA trains back up (who trains new PA as app lic ab le).

• Views M onth ly S tatem ent via web bro wser.• Reconc iles transactions• - checks accounting• - add s info on custom er entertainm ent• Ad ds cash out-of-pocket item s• Puts receipts in en ve lope - sends to m anager• Subm its rec onc iled S tatem ent to CCER for M anag er

appro va l

• Checks CC ER for appro ved statem ents• Checks rec eipts if aud iting a transaction.• Subm its ap proved statem ents to CCER• Re views M an agem ent Activity Rep orts• V iews G L budg et reporting after ERP feed.

Cod ed G/L pipe-de lim ited file to up load to ERP.

Coded G/L pipe-de lim ited file to up load to ERP.

G enera lLedg er

A ir line T ic ketsHote lsRestaurantsRenta l CarsO ffice Supp liesPrintingSubscr iptionsCe ll P hone B illSem inarsTem p Servic es

WellsOne Com m ercial Card ExpressCCER System

Expense Reporting F low

Card ho lder S tatem ents

Approve C ard ho lder S tatem entsV iew M anagem ent Activity Re ports

Post-reconc iliation & approva l G L F ile

• Cardho ld er bu ys appro ved g ood s and services & sa ves Receipts

Cardholder or Reconciler

M anager

Program Adm in istrator

WFB Card ho lder T rain ing - Tem plate custom ized

and rolled out by PA

WFB Card ho ld er T rain ing - T em plate custom ized

and rolled out by PA

WFB Po licy M anua l - Tem p late custom iz ed and rolled out by

PA

WFB Po licy M anua l - Tem plate custom iz ed and rolled out by

PA WFB PA Job Description m ay b e

req uested for com pan y use in filling PA ro le.

WFB PA Job Description m ay b e

req uested for com pan y use in filling PA ro le.

E lectron ic InvoiceERP Inq uir ies & Rep orts

Accounts Payable

Transaction:

Cardholders can review, split, reallocate, and add descriptions to all transactions as they are posted to the account. If a transaction has several items to be distributed to various cost centers, the split & reclassify feature will accommodate this function. Not only does this eliminate the need for the program administrator to manually make changes, it also allows you to better and more accurately record expenses for specific units within your organization. Additionally, both cardholders and non-cardholders can enter out-of-pocket expenses and request reimbursement using the Automated Clearinghouse (ACH) network. This virtually eliminates the need for manual expense reports and petty cash. For the program administrator, CCER provides a complete card account management system that allows for ordering new cards, changing credit limits, canceling cards, and disputing charges online. Comprehensive expense reporting is provided at the cardholder, approver, and company levels. Program administrators can view all cardholders’ statements on a single screen, easily identifying delinquent reports for follow-up and providing greater control. The service also features automated statement cycles, which send email notifications to cardholders that their statements are ready to reconcile and to managers that a statement requires approval. CCER is a proprietary service, developed and maintained by Wells Fargo Bank. Enhancements are made regularly, based on the input of our valued customers.

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Following is a quick look at the WellsOne CCER system: Log in through the Commercial Electronic Office®

Sample cardholder screen

Review and Edit Cycle-to-Date Transactions

Cardholders can:

Review

Add descriptions

Split

Reclassify

Dispute an item

Cardholders who need to perform numerous splits and reclassifications may find it helpful to do this weekly rather than waiting for the month-end reconciliation.

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Reclassify or Split Transactions

You can split and reclassify a transaction by amount or percentage either to reflect multiple general ledger mapping targets for various charges or to mark part of a transaction as personal. 9

Add Description

Enter the description of each transaction in the field provided under the description column. Approvers can now view more detail for each transaction.

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10

Add Out-of-Pocket Transactions

Expense Category dropdown options can be customized to your company’s business needs.

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Request new cards

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Run Reports

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View Declines

Cardholders can view reasons for declined transactions.

Cardholders can also phone Wells Fargo to get immediate decline information.

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Dispute Transactions

Some transaction disputes remain unresolved when working directly with the vendor.

Wells Fargo can assist in the dispute process.

Simply complete the online form for help.

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ELECTRONICS

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REPORT CAPABILITIES Wells Fargo designs programs to effectively use technology to meet the needs of each of our customers. The WellsOne Commercial Card offers unique solutions to answer the challenges that large corporations face through Commercial Card Expense Reporting (CCER). Standard reports allow for easy management of your program. In addition, transaction information can be easily exported for use in updating your general ledger. The Program Administrator can create queries to include any of the exportable fields through the transactional data received. Standard Reports Transaction Account Detail Report Cardholders or Approver can sort by amount, date, or date and amount Transaction Summary Report Approver access Account Spending Analysis Approver access Merchant Transaction Summary Report Account Summary Report Cash Advance Account Summary Report MCC Detail Transaction Report MCC Transaction Summary Report Merchant Detail Transaction Report Top 10 Carrier Summary Reports Top 10 Lodging Chain Summary Report Top 10 Vehicle Rental Chain Summary Report Transaction City Pair by Carrier Report Transportation Detail Report Customized GL Interface Solutions: Wells Fargo’s team of dedicated technical consultants can work with your MIS and accounting departments to develop a customized mapping process for your general ledger system. We have assisted customers with interfacing card transactions with most major accounting software solutions, including Oracle, SAP, AMSI, Great Plains, and many custom-designed accounting and purchasing applications. General Ledger downloads and “GL-type” download files can be custom configured, whereby the Program Administrator can specify the order and length of the data columns in order to comply with common GL import processes. The file can be exported as an ASCII delimited file with three options: pipe, fixed length, or tab. Excel is also a common interface between CCER export and customer import.

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The following is a list of reportable fields that can be included in the download file:

Transaction ID Merchant Name Merchant City Merchant State Merchant ID Debit/Credit Indicator Cardholder Name 1 Cardholder Name 2 Cardholder Email Source Currency Code Source Currency Amount Sales Tax Amount Card Address, City, State, Zip Card Expiration Date Receipt Attached Code Personal Flag Transaction Date Posting Date Merchant Type MCC Description Accounting Unit Amount Card Number Closing Status Closing Date G/L Account Description G/L Description Retail: Transaction ID Retail: Addendum Sequence # Retail: Product Code Retail: Product Description Retail: Product Quantity Retail: Product UOM Retail: Product Amount Up to Nine Custom Fields Original G/L Account Original G/L Description

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SPENDING LIMITS & CONTROLS The spending controls on the WellsOne Commercial Card are designed to establish purchasing authority for each cardholder. This maximizes the purchasing empowerment of employees without sacrificing control. Each employee, each department, or each division can have its own purchasing parameters custom designed. Dollar limits can be established on cardholders’ purchasing authority according to any combination of the following controls:

Dollars per transaction Dollars per day Dollars per month Numbers of transactions per day Number of transactions per month

Credit limits can be modified at the request of the Program Administrator. Additionally, Wells Fargo has the ability to process temporary overrides of card restrictions with individual merchants to complete a single transaction. All merchants are categorized by a Merchant Category Code (MCC), which is similar to the Standard Industrial Classification (SIC). Because there are hundreds of MCCs, Wells Fargo Bank has designed a simple system by creating four standardized spending templates that will allow you to easily decide what MCCs to restrict. The WellsOne Commercial Card also has the ability to limit or block entirely the cash advance feature of an individual card. However, your organization may open the cash advance feature for a few travelers, but limit the option to a small percentage of the total monthly dollar limit on the travelers’ cards.

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FRAUD DETECTION OVERVIEW The Fraud Detection team is dedicated to monitoring the portfolio in search of fraudulent and suspicious transactions. This activity includes counterfeit and skimmed accounts, employee abuse, and suspicious merchant activity. The Business Purchasing Service Center located in San Francisco, CA has worked with our partners, Visa® and Total Systems (TSYS), as well as other member banks and government agencies to develop our current fraud queues. These queues have been developed to categorize transactions based on the following criteria:

Transactions that follow known fraud-authorization patterns. Transactions from high-risk MCCs. Transactions from high-risk countries. Transactions from merchants that have been identified by Visa or TSYS as suspicious

merchants. To help reduce fraud, Wells Fargo uses three full-time employees exclusively designated to monitor the TSYS Fraud Detection System for irregular card use. The Fraud Detection System will monitor for transactions, merchant criteria, expiration mismatches, and fraud charge-backs. The Wells Fargo Fraud Administrator will notify the your Program Administrator during normal business hours of cases of irregular card use. As transactions meet the specific queue scripting or criteria, they will be placed in the appropriate queue and reviewed by the Fraud Detection Specialists. The specialists review the qualifying transactions to see if the items follow the established spending pattern of the account. Fraud often begins with small authorization attempts. This is the thief’s way of determining if the account number is valid. These test transactions can be performed at any merchant, but it is very common to see these transactions originating from unattended terminals or gas stations. Once the individual feels secure that the account number is good, they will move on to purchase large-ticket items.

Skimming and counterfeiting is also a major focus of the team. Skimming occurs when the magnetic stripe of a valid account number is copied when the cardholder engages in a legitimate transaction. At a later date, the magnetic stripe information is encoded on a counterfeited plastic. Certain countries are known to have higher rates of skimmed transaction than others. A large number of those countries are located in the Pacific Rim. Transactions originating from Mexico and former Soviet block countries will also be scored as high risk.

If it is determined that the transactions constitute normal activity (with already-established MCCs or merchants), then no further action is taken and the Program Administrator is not contacted. If the transaction looks suspicious, the Program Administrator is called for verification. If the Program Administrator is unavailable, the specialist will leave a voicemail regarding the situation and document the call as an open fraud case. It is important to note that the fraud team does not call on every transaction that comes into the queues.

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Based on our internal review process, they find it necessary to call Program Administrators for approximately five percent of the accounts that have been scored by the system as potential fraud. For year-end 1999, the WellsOne Commercial Card fraudulent activity accounted for .0080% of the total purchase volume. For the year 2000, card fraudulent activity accounted for 0.0279% of the total purchase volume. Thanks to the outstanding efforts of our risk management team, 48% of the fraudulent activity was recovered. While Wells Fargo proactively combats fraud, past performance is no guarantee of future fraud activity. This data is not intended as an implied guarantee that your organization will suffer no fraud losses, but merely as a comparison to show that the losses are likely to be equivalent or lower than those of other programs in the market.

Through a combination of front-end controls and carefully designed internal procedures, including customized back-end reporting and liability protection, the WellsOne Commercial Card offers control features not available in traditional expense-reimbursement and purchase-order practices.

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IMPLEMENTATION & DEVELOPMENT ASSISTANCE Once your organization has decided to implement the WellsOne Commercial Card program, we are prepared to help you every step of the way. Our knowledgeable staff will answer your questions and guide you through implementation to make sure your program runs smoothly. Program Design Consultation Provided by Wells Fargo:

Analyze current purchasing, travel, and entertainment activity to target potential transactions for card use to achieve immediate and measurable benefit.

Analyze current accounts-payable processes, coding requirements, purchasing practices, dollar materiality, and management reporting requirements to develop WellsOne Commercial Card best practices. Best practice recommendations will include controls, default coding, electronic dissemination of information, and posting to accounting software.

Analyze G/L posting design and management reporting to determine potential improvements.

Design reporting to provide the most meaningful information to employees and cost-center managers.

Technical Support and Consultation Provided by Wells Fargo:

Determine optimal design for storage and capture of your specific data elements from Visa® transaction data, cardholder records, vendor data, merchant category codes, and other database tables.

Determine extraction scheme to match your interface file specifications for production of detail transaction file records for upload to your accounting system.

Assist your organization with G/L interface file testing and adjust extraction routines as required.

Rollout and Ongoing Support Provided by Wells Fargo:

In addition to program design and technical consultation, you will enjoy Wells Fargo’s assistance with additional facets of the pilot and rollout, including but not limited to:

Coordination of the program design team

Establishment and implementation of card controls

Coordination of supplier surveying and sign-up

Wells Fargo provides a dedicated account manager for ongoing consultative program support, and an implementation coordinator experienced in system design and process improvement to customize default G/L coding.

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CCER Implementation: Your Program Administrator will be provided with a four-stage, in-depth training session on the CCER tool. The implementation is logically segregated into the same four phases to integrate with the overall planning of the program rollout. Phase 1 concentrates on building the basic parameters of the system, configured to your company’s needs. For instance, now is when you will decide what custom codes you would like to append to cardholder transactions, such as cost center, project code, employee number, etc., or anything that is relevant to your organization. and your general ledger and reporting needs. Phase 2 drills down to the details of the system. The PA will be instructed on assigning approvers to cards, establishing cycle times, and many other aspects of program operation. Phase 3 After the PA has completed the program setup and finalized one statement cycle, Phase 3 is conducted to ensure that a successful general ledger file is extracted from the system. Phase 4 Conducted 3 months after Phase 3 to review with the PA any portion of the reconciliation process, report generation, and any other areas the PA may question. Wells Fargo wants to ensure your Program Administrator’s confidence in his or her new program!

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WellsOne Commercial Card Program Design Team:

Wells Fargo’s experience with multiple programs has resulted in our identifying the following positions as key to any successful program rollout. Accounting and Finance: The function of your accounting/finance department might change with the new program—more control and audibility, and less paper processing. Therefore, it must be represented. Purchasing: Purchasing will play an important role in the new system. A purchasing representative should be on the team to address such issues as supplier reporting, preferred suppliers, and supplier-based management techniques that will require specialized reporting. MIS/IT: One key benefit of the WellsOne Commercial Card program is the availability of detailed information about every purchase made with a card. MIS personnel will help make decisions about how this data will interface with existing internal reporting systems. Internal Audit: Any small-dollar purchasing system—whether the traditional paper-based or your new card program—needs to be auditable. That is why it is a good idea to include internal auditors on your program design team. They can ensure that the new system has the proper controls in place to comply with company policies. Communications: Those responsible for your corporate communications should be represented, since redesigning the purchasing process involves communicating with employees and determining policies and procedures. Support from senior management is critical to the success of any card program. Your organization’s management should be educated early on about the program's capabilities and reporting options, as well as the special controls available for card transactions. Cost-center managers will be looking to senior management for approval before agreeing to surrender line-item detail for a more efficient and cost-effective solution.

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Implementation Plan:

The following is an outline of a sample implementation process for CCER setup:

Commercial Card Expense Reporting (CCER)

Sample Implementation Plan

Program Management & Strategy Discussion

One

-Day

Pla

nnin

g S

essi

on

Determine Uses: Purchasing, T&E, Ghost Accounts

Outline current process

Outline Pcard process improvements

Data Collection for Spend Analysis

Discuss OOP (out-of-pocket), Personal, ACH vs. Check

Allow Reclassification for all or specific cardholders

General ledger interface file: identify elements for custom fields

Statement Period: Email Notifications

Review Software Requirements

Discuss Report Requirements

Establish target date for card issuance

Name Program Administrator and backup

Determine card embossing standard

Identify team members and roles

Develop timeline for implementation with goals and timing

Contractual Requirements WellsOne Commercial Card Agreement

CEO Access Agreement

Days Card Ordering Requirements

15 ACH Account Setup for OOP

2 MCC Template Worksheet(s) Inclusion/Exclusion Assignments

2 GL Mapping Spreadsheet (to create defaults)

1 GL Interface File Format Detail: Custom fields for reallocation capability

5 Cardholder List and Profile (i.e., restrictions, email address, approver)

Cardholder Training and Documents

10 Policy and Procedures

5 Internal Cardholder Agreement and Application

10 Cardholder Training Material

1 Cardholder Training and Card Distribution

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Visa LEVEL OF PROCESSING CAPABILITIES Visa® has the ability to capture and process Level 1, Level 2, and Level 3 data. The following chart describes the different levels of information that may be captured and transmitted by Visa merchants. (It is important to note that most merchants currently pass only Level 1 data. The most successful card programs leverage off the acceptability of Visa by relying primarily on Level 1 data. Level 2 and Level 3 data are used most effectively only with key merchants for whom accounting interface requirements cannot be met by Level 1.)

Data Element Level 1 Level 2 Level 3 Card Number X X X Cardholder Name X X X Merchant Name X X X Merchant Category Code (SIC) X X X Merchant State/Province Code X X X Transaction Amount X X X Transaction Date X X X Currency Code/Conversion X X X Merchant Ref. No. (Invoice #) X X Sales Tax – Paid X X Customer Code (PO #, Cost Center, G/L A/C #, Customer #, etc.)

X X

Merchant Minority Classification X X Merchant Federal Tax ID X X Merchant Postal Code X X Ship-from Postal Code X X Freight Amount X X Duty Amount X X Destination Postal Code X X Destination Country Code X Item Product Code X Item Description X Item Quantity X Item Unit of Measure X Item Net/Gross Indicator X Item Tax Amount/Rate X Item Discount Indicator X

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Visa Worldwide Acceptance and Cardholder Benefits Wells Fargo uses Visa exclusively in its WellsOne Commercial Card product. Through Visa, the WellsOne Commercial Card offers customers unsurpassed worldwide acceptance.

Quarter Ending December 2007 TOTAL ACCEPTANCE*

USA 6,100,000 Canada 646,000 EU 7,317,000 Asia Pacific 7,500,000 Latin America 2,000,000 SMEA 578,000 Visa® International 24,077,000 * Sum of the number of Merchant Locations, ATMs, and Member Offices by country

VISA BENEFITS Visa Travel and Emergency Assistance available 24 hours a day by calling 1-800-VISA-911. Or, outside the U.S., call collect 1-410-581-9994.

Emergency Message Service Medical Referral Assistance Legal Referral Assistance Emergency Transportation Assistance Emergency Ticket Replacement Lost Luggage Locator Service Emergency Translation Service Prescription Assistance and Valuable Document Delivery Arrangements Pre-Trip Assistance Worldwide Automatic Travel Accident and Baggage Delay Insurance

$250,000 Travel Accident Insurance Benefit $300 Baggage Benefit (limited to $100 per day up to a maximum of 3 days)

Auto Rental Insurance Initiate and complete the entire rental transaction with your Visa WellsOne

Commercial Card. Car Rental Damage Waiver

Decline the car rental company’s collision damage waiver (CDW/LDW) option or similar provision.

All claims must be reported immediately, but in no event later than 20 days following the date of loss.

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MERCHANT CARD SOLUTIONS

City of Dania Beach

a064489

Typewritten Text

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General Overview

Wells Fargo Bank, N.A. (Wells Fargo) in partnership with First Data Merchant Services Corporation (FDMS), comprise Wells Fargo Merchant Services, LLC (Wells Fargo Merchant Services). Wells Fargo Bank owns 60 percent of this LLC and will be the sole provider of the sales, implementation, and Relationship Management experience for the City of Dania Beach.

Wells Fargo has been with FDMS since 1997 and our current contract is through 2014. Wells Fargo Merchant Services provides card-processing services to approximately 140,000 merchants with a total annual processing volume in excess of $95 billion.

Terminal & POS Profile We provide a wide range of processing options, most notably our PCI compliant gateway which includes a hosted order page for ecommerce transactions, virtual terminal, and API or Application Program interface. The API in many instances can be integrated with back end accounting platforms or customer billing systems which integrates payment processing and customer billing systems. Our Gateway also utilized virtual tokens which encrypts card & ach data (vs. card storage and or local encryption). This enables our customers to minimize PCI exposure and shift the burden of card encryption from local servers to the gateway. Please refer to the attachment #1, WFPG Domestic Payments. We are certified to board the Hypercom t7Plus provided that the terminal has 1mg of storage. Some models of the T7Plus are not and we would not be able to support it in that case. We can provide purchase or lease options for the 1mg version if need be. At the same time, we can review the other department needs at the appropriate time as it relates to point of sale services. Settlement Timeframes Provided that the City will meet settlement timeframes, we provide next business banking day settlement by ACH to either a Wachovia DDA or Wells Fargo DDA. All other banking institutions are a 2 business banking day ACH credit. American Express is typically a separate funding stream. There will be instances where 48 hours will not occur due to federal holidays that impact the flow of funds through the Federal Reserve or ACH system. For example, Friday’s transactions prior to Labor Day weekend will not post until Tuesday due to the fact that the Federal Reserve is closed on Monday. In that case, Dania Beach’s funding would extend to at least 72 hours. Depending on Federal holidays, this could be the case from time to time. General Processing Capabilities Wells Fargo Merchant Services supports all major card types as well as major pin debit networks. We provide settlement services for VISA, MasterCard, and Discover. However, American Express typically funds their own transactions.

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Credit Card Associations and Gift Card Providers:

Visa, all including Check Cards Discover Network

MasterCard, all including Check Cards JCB (Japanese Credit Bureau)

American Express Wells Fargo Merchant Services Gift Card

PIN-based networks:

ACCEL (Northwest) Pulse (Southwest)

AFFN (National) Shazam (Iowa)

Alaska Option (Alaska) StarWest (Star)

Credit Union 24 (CU24) (Northeast) StarEast (Honor)

Interlink (National, West) Star Northeast (MAC)

Maestro (National) TYME (Wisconsin)

NYCE (Northeast, Mid-Atlantic, Midwest)

Reporting ClientLine is our Web-based reporting tool that will allow the City to access over 100 standard reports or at the same time, customize what is important to you on a reporting basis. Data is available by location, selected groups, or across all locations.

We maintain a comprehensive database that includes the processing of checks, and all credit, debit, and Electronic Benefits Transfer (EBT) card transactions. The City has the option to distribute the report to a chosen location or group of locations at any interval you choose.

Additional Features Include:

Standardized, Web-based reports that give you access virtually any time to payment processing information

Dashboard view for a snapshot of essential processing information, including the most recently posted, and for funded transactions and fees

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Detailed reports for drilling down into specific locations, transaction types, adjustments, and more

Summary information for up to 13 months Query builder to construct reports based on selected fields, across selected merchant locations Reporting that can be e-mailed or faxed wherever you need Credit, debit, and gift card activity summaries for any selected time period Dispute reporting to help you manage chargeback and retrieval expenses

Reports Available Through ClientLine Include:

Sales Audit: Reconcile the amount submitted with the amount processed Checking Account Reconciliation: Reconcile the amount processed with the amount funded to

the deposit account Chargeback Investigation: Most chargebacks are caused by a procedure failure at the time

when a transaction is first processed; the ability to investigate chargebacks and identify root causes can help the City reduce the frequency and cost of future chargebacks

Media Retrieval Tracking: Interchange Rate Analysis: Allows the City to identify transactions with higher processing costs

Historical Trend Analysis: Measures financial and operational performance Cardholder/Customer Inquiries: Allows for easy access to cardholder transaction information

when cardholders initiate inquiries about sales or credit transactions Fraud Investigation: Allows the City to research suspicious cardholder activity

An online tour is available at www.MyClientLine.net. We have included sample ClientLine reports which are located within Section VI, Sample Reports. Implementation Our service delivery model is bank owned and integrated with the overall implementation process and the general Relationship Management team. The initial implementation plan is a shared process between us and our customers to that we deliver the right products and service at the right time. A dedicated implementation project manager will be assigned to the City to lead the conversion. The implementation project manager is skilled and experienced in facilitating the transition process and will work directly with you and your staff.

Based on this planning effort, we will present the City with a Statement of Work (SOW) and a mutually agreed upon timetable that satisfies all of your requirements. Please note that timelines may vary depending on the type of processing conversion, POS systems, and the method of processing communication. This custom approach to the City’s transition ensures that the implementation plan and schedule meet the exact needs of the City and will ensure a smooth transition.

The Wholesale Implementation Management Team takes total ownership of the conversion throughout the implementation cycle, placing the highest priority on timeliness, accuracy, and efficiency. The implementation team will coordinate with for all system conversions and training for both one-on-one and group sessions.

http://www.myclientline.net/�

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Customer Support Associate

Customer Support

Below is a sampling of the functional areas involved in providing support to the City:

48 associates handling Wells Fargo Merchant Services client service calls 175 associates handling point-of-sale calls and trouble-shooting 240 associates handling chargeback and retrieval inquiries for all Wells Fargo

Merchant Services relationships

Customer service is provided by our processing partner, FDMS. FDMS has facilities in Walnut Creek, California; Des Moines, Iowa; Hagerstown, Maryland; Melville, New York; and Coral Springs, Florida.

The City can obtain client services, technical support, and terminal support from Wells Fargo Merchant Services 24 hours a day, 365 days a year. PCI Compliance Support & Security Cardholder information security is extremely important. Wells Fargo was one of the first acquirers to adopt a standard PCI DSS compliance policy and education program for merchants. Wells Fargo will provide you with information and resources to help you and your vendors ensure that you meet all requirements for Payment Card Industry Data Security Standards (PCI-DSS).

As part of this service, we have partnered with TrustWave, an expert Qualified Security Assessor for PCI DSS compliance, to provide our customers with discounted costs for quarterly perimeter network scanning.

Please access the following the link to the Visa website that provides information about PCI compliance:

Wells Fargo Merchant Services, in association with our processing partner, First Data Merchant Services, maintains the following security features:

http://usa.visa.com/merchants/risk_management/cisp_merchants.html

Comprehensive firewall and packet-monitoring utilities at all connection points Intrusion detection system monitors all connections between our data centers and the

Internet Intrusion detection software is installed on internal servers Extensive physical security around all Wells Fargo Merchant Services servers All Wells Fargo Merchant Services servers are hardened per stringent standards (unused ports

closed, no unused modules or features installed, for example) Wells Fargo Merchant Services adheres to and is compliant with the bankcard Associations’

Payment Card Industry standards (PCI, CISP, SDP)

6

We also publish Wells Fargo Merchant ConnectTM

Any specific PCI compliance questions can be coordinated through the City’s Merchant Services Relationship Manager. We also maintain a page on our website that includes frequently asked PCIDSS related questions from merchants (

- Delivered through email every quarter, this information bulletin covers topics of importance to our merchant customers, including: card associations’ news, new payment solutions, card payment data security updates, PCI compliance and regulations, and important best practices in payment processing.

www.wellsfargo.com/biz

).

Our Fraud Prevention Unit, in association with First Data Merchant Services, monitors Dania Beach’s portfolio for potential fraud. Dania Beach’s assigned relationship manager makes every effort to share best practices and new approaches to fraud management and chargeback reduction. Some of the areas of fraud prevention focus include the following:

• Merchant outlets with unusually high average tickets • Comparisons of actual deposits with expected sales • Abnormally high amounts of keyed verses swiped transactions

• Comparisons of weekly sales, refunds, and chargebacks to the last three months’ weekly averages

• Reviewing merchant chargeback ratios at frequent, periodic intervals

Information between the merchant’s PC and the data center server is encrypted (Secure Socket Layer 3). Since the merchant interacts with system files on the data center’s host computer, the merchant is provided with a mainframe access code and password. Mainframe security requires the merchant to change the password every 30 days.

Wells Fargo Merchant Services maintains a dedicated Fraud Prevention Unit, which is a part of the Credit/Risk Management department. The primary objective of the unit is to monitor the entire portfolio for potential fraud merchants through the following series of daily internal exception reports:

Daily Exception Average Ticket Report – highlights outlets with unusually high average tickets

New Account Tracking – compares actual deposits with expected sales Key Versus Swiped – review of abnormally high amount of keyed transactions Active Client Tracking System – weekly report comparing weekly sales, refunds, and

chargebacks to the weekly average over last three months Chargeback Report – produced twice a month, this report tracks the chargeback ratio of

merchants

Wells Fargo Merchant Services also encourages the consistent use of AVS, CVV2, CVC2, VBV, and our clients in reducing their fraud risk.

7

Additional Services

The Wells Fargo Payment Gateway, hosted by Cybersource, provides the means to process credit cards and ACH transactions through a “data in motion” model meaning that card numbers and ACH information is not stored by either party. Rather, we tokenize each transaction which encrypts the payment information which is subsequently stored behind the Cybersource firewall.

The payment gateway has three components:

1. Hosted order page for internet based payment processing

2. Virtual terminal for phone based payments (customer service support, not turnkey IVR).

3. API (application program interface) which allows the end user to integrate credit card and ach payments directly with your GL, customer billing systems, etc. Not all back end systems are compatible in every case.

Recurring payments, as well as one time payments, is an ideal scenario for the payment gateway. It provides flexibility across many payment types (phone, internet, recurring payments, etc) which typically results in increased efficiencies for all parties involved. At the same time, utility merchant category codes receive favorable interchange rates provided that the interchange qualification criteria are met.

ACH is also a common and accepted means of payment for this particular type of service for consumers and corporations.

As it relates to the payment gateway, these transactions are also tokenized and can be set for 1x or recurring payment cycles. In addition, because these transactions are tokenized, the City can relieve a significant security burden by shifting stored payment information (data at rest) from their payment systems to a tokenized platform.

While NACHA is not yet subject to PCI security standards, the likelihood of that occurring is become greater as ACH fraud continues to increase, while credit card fraud continues to decrease.

Pricing

General Summary

Interchange plus pricing enables merchants the opportunity to qualify at the lowest rate possible, based on qualification criteria, method of processing, and as importantly,

Importantly, interchange can be viewed in general across two types of customers: Consumer & Corporate.

pricing the customer (merchant) on the right pricing plan, in this case, government merchant category codes.

Pricing varies along these card types but consumer rates normally provide more favorable interchange rates. Corporate processing rates are not influenced by government merchant category codes. Also, interchange can be viewed as the cost of goods sold for every merchant type because they are the fixed cost(s) for every merchant accepting VISA & MasterCard.

8

Government merchant category codes include the following rates for consumer based transactions:

VISA Category Base Rate Transaction Fee

Assessments Network Fee

9399 General Govt (Credit) 1.43% $.05 11 Basis Points $.0195

9399 General Govt (non pin debit) .80% $.25 11 Basis Points $.0195

Utilities .75 Cents .25 Cents 11 Basis Points $.0195

We have included within this section a complete list of current interchange rates.

Qualifying for these rates, like other rates, is dependent upon several factors including general setup characteristics with the merchant services provider, point of sale terminals that can support certain transaction types, billing and internet indicators which VISA and Mastercard require, etc. Recurring payments also require additional billing indicators in order to qualify for the best rates.

Wells Fargo Pricing Proposal

Wells Fargo Merchant Services will propose formal pricing pending a review of the proposed volumes and merchant locations. We have included pin based volumes in the table below.

Wells Fargo Merchant Services RFP Response Conditions

We are providing a link to a copy of our Program Guide at the conclusion of this statement, which we request to become the final contract, or have incorporated into the final agreement between Wells Fargo Merchant Services and the City with Wells Fargo Merchant Services first in order of precedence. If awarded the bid, we are willing to negotiate mutually acceptable terms and wish to clarify that the remaining terms of the Request for Proposal will not apply to the provisions of our services. In addition, the City should be aware that the processing of credit and debit card transactions is subject to the terms, conditions, policies and procedures of the Visa and MasterCard card Associations and the non-bankcard issuers.

All card processing responses in this document are subject to the Wells Fargo Merchant Services’ Merchant Processing Agreement. If there are conflicts with the terms and conditions in the Wells Fargo Merchant Services’ Merchant Services Agreement and the terms and conditions in this Request for Proposal, Wells Fargo Merchant Services will negotiate in good faith to resolve. The terms, conditions, policies and procedures of the Visa and MasterCard Associations and the non-bankcard issuers are independently established and beyond the control of Wells Fargo Merchant Services. Card Association mandated fees and assessments are governed by the Card Associations and are subject to change during the term of the contract.

Information contained in this response is valid for 120 days from the date of submittal.

www.wellsfargo.com/downloads/pdf/biz/merchant/program_guide.pdf

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Merchant

Store

Payment Gateway

(Wells Fargo)Buyer

Associations Issuing BankProcessor

(First Data)

Order

Placed

Web Store or

Order Page

Cardholder

Account Debited

Merchant

Funded

Merchant DDA

(Wells Fargo)

Acquirer

(WFMS)

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Virtual Terminal Connection Method

Virtual Terminal

A secure website provided by the gateway and manually enters in payment information for processing

Merchant Payment Gateway

Business

Center

Virtual

Terminal

Call Rep Logs

Into Virtual

Terminal

Web Browser

Payment

Services

Fraud

Services


Hosted Order Page Connection Method

Hosted Order PageA payment page hosted and maintained by the gateway provider.

Order Page


Hosted

Order Page

Direct buyer to

Hosted Order

Page

Confirmation

PageDirect buyer

back to

merchant store

Payment

Services

Fraud

Services


Payment

ServicesMerchant Systems

API Connection Method

API (Application Programming Interface)

A language and message format used to communicate with a technical system


Gateway

Integration

Code

(or SDK)

Web Store

Call Center

Application

POS

System

Secured

Connection

Software Development Kit (SDK)

A toolkit that allows merchants to interface their system to the gateway

Fraud

Services

Ancillary

Services


API Integrations

• Web Services API (XML, SOAP)

• Web Services Client (.Net, Java, ASP/COM)

• Developer Kits (ASP/COM, .NET, Java, C, Perl)

Merchant Systems

Integration Options

Payment

Gateway

Services

Payment

Services

Fraud

Services

Ancillary

Services

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Domestic Payments


Domestic Payment Types

Card Types Major Credit Cards – Visa, MC, AMEX, Discover1

Visa/MC Check Cards with Visa/MC Logo

Alternative Payments Electronic Checks PayPal®, Bill Me Later®


Electronic Checks

Paperless online check processing Domestic transactions only Business and Consumer DDA, Consumer Savings Wells Fargo is the ACH originator Funding occurs in 2 business days

Day 0: Transaction occurs Day 1: Transactions are batched and sent to ODFI Day 2: Merchant receives 100% ledger and collected

credit


Payment Profile Management

Store profiles of customer payment information in WFPG Card number Checking account information (for electronic checks) Billing information

Why use payment profile management? PCI compliant data warehouse Profiles are stored as long as the customer maintains their WFPG

account Helps to lighten the work a customer needs to do to become PCI

compliant1


Types of Payment Profile Management

Subscriptions

The storage of customer payment information with a set schedule of payments. A subscription has a specific dollar amount and a fixed time interval.

Example: online membership to a website for $19.99 billed every 30 days

Installment Payments

A fixed number of scheduled payments tied to a stored customer payment profile.

Example: 5 Installment payments of $100.00 each for a $500.00 item billedevery 30 days

Stored Payment Retrieval (On-Demand)

An unscheduled payment based on a stored customer payment profile. The storedcustomer payment information is available on demand.

Example: repeat customers who purchase a few a variety of items a few timesyear


Information Reporting

Wells Fargo Payment Gateway Business Center

Transactional Data XML, CSV and HTML Formats Integrated Dispute and Interchange Data Integrated Electronic Return Data

ClientLine

Merchant Account Information Commercial Electronic Office (CEO)

Gateway Fees (Account Analysis Statement) Funding Deposits to a Wells Fargo DDA


Key Features

Domestic and International Payment Next Day Funding Option Unique Transaction Identifier Variable Descriptors XML Reporting Integrated Dispute and Interchange Reporting Single API to Leverage Ancillary Services


Key Features

One provider, one relationship, one technology connection

Widest Range of Ancillary Services Consolidated reporting Next day funding option Integration with otherTM Services

MasterCard Statement Descriptor Rate

MC Acquirer Brand Volume (Assessments)

MasterCard Assessment Fee 0.11%

MC US Cross Border USD US Cross Border Fee 0.40%

MC US Cross Border non-USD US Cross Border Fee, Non USD 0.80%

MC Network Access Brand Usage (NABU)

MC Network Access Usage Fee $0.0185

Visa Statement Descriptor Rate

Visa Quarterly Service fee (Assessments)

Visa Assessment Fee 0.0925%

Visa International Service Fee Visa Intl Service Fee 0.40%

Visa Authorization Processing Fee (APF)

Visa Auth Processing Fee $0.0195

Visa Zero Dollar Verification with AVS Visa Zero Amt & AVS Fee $0.025

Visa Zero Dollar Verification Visa Zero Amt Fee $0.025

Visa Misuse of Authorization Visa Misuse of Auth Fee $0.045

Visa Zero Floor Limit Visa Zero Floor Limit Fee $0.10

Discover Network Statement Descriptor Rate

Discover Network Assessments Discover Network Dues/Assessment Fee

0.0925%

Discover Network International Processing Fee

Discover Network Intl Processing Fee

0.30%

Discover Network International Service Fee

Discover Network Intl Service Fee 0.45%

The MasterCard Network Access Usage Fee will apply to each US acquired MasterCard gross sales and return transaction. This fee applies to transactions from US merchants for US cardholders.

Fee Definition

The Discover Network International Service Fee is assessed on the amount of Card Sales (excluding Cash Over) conducted at a Client location in the United States where the domicile of the Issuer of the Card used in the Card Sale is a country other than the United States. This fee is not applicable to Card Sales with JCB and China Unionpay Cards.

Visa®, MasterCard

® & Discover

® Network Interchange Qualification Matrix

The Discover Network Assessment fee will be assessed to all Discover Network sale transactions.

The Discover Network International Processing Fee is assessed on the amount of the Card Sales (including Cash Over) and Cash Advances conducted at a Client in a country other than the country of domicile of the Issuer of a Card used in the Card Sale or Cash Advance. This fee is not applicable to Card Sales or Cash Advances with JCB or China Unionpay Card.

The Visa Zero Floor Limit fee will be assessed on settled transactions that cannot be matched to previously approved or partially-approved electronic authorizations.

Fee Definition

The Visa Zero Dollar Verification fee applies to Zero Dollar Verification messages (approved and declined). Zero Dollar Verification messages include the verification of the card account number, address verification (through the Address Verification Service), Card Verification Value 2 (CVV2) and Single Message System (SMS) acquired Account Verification authorizations. The Visa Misuse of Authorization Fee does not apply to these requests.

The Visa Misuse of Authorization Fee will be assessed to approved and partially-approved electronic authorizations that cannot be matched to a settled transaction within the following timeframe: Travel and Entertainment (T&E) merchants = 20 days; all others = 10 days. If an authorization was attempted and received but the transaction was not settled, you must electronically reverse the authorization within 24 hours for all card present transactions and 72 hours for all card not present transactions.

The Visa Authorization Processing Fee applies to all Visa branded authorizations acquired in the US regardless of where the issuer or cardholder is located. This fee will not apply to Zero Dollar Verification messages or authorization reversals.

The Visa Zero Dollar Verification fee applies to Zero Dollar Verification messages (approved and declined). Zero Dollar Verification messages include the verification of the card account number, address verification (through the Address Verification Service), Card Verification Value 2 (CVV2) and Single Message System (SMS) acquired Account Verification authorizations. The Visa Misuse of Authorization Fee does not apply to these requests.

The Visa Quarterly Service Fee will be assessed to all Visa sale transactions.

The Visa Cross Border fee will apply to any transaction in which Client’s country of domicile differs from the country where the card

was issued.

Fee Definition

The MC Acquirer Brand Volume fee will be assessed to all MC sale transactions.

Payment Network Pass-Through Fees

The MasterCard Cross Border USD fee will apply to any transaction in which Client’s country of domicile differs from the country

where the card was issued and the transaction was settled in USD.

The MasterCard Cross Border non-USD fee will apply to any transaction in which Client’s country of domicile differs from the country

where the card was issued and the transaction was not settled in USD.

© 2010 Wells Fargo Bank, N.A. All rights reserved. i April 2010

Visa and MasterCard Interchange levels, rates, qualification criteria and downgrade reasons are not all inclusive and apply to merchants processing in the U.S. For a complete list call the number on your merchant statement.

Visa®, MasterCard

® & Discover

® Network Interchange Qualification Matrix

PREFACE

A significant amount of the fees that we charge to you for processing your Credit Card and Non-PIN Debit Card transactions represents charges that we must pay to the Issuing banks (or that are otherwise charged to us by Visa®, MasterCard® and Discover®

Network and under Visa, MasterCard and Discover Network (the “Payment Networks”) rules. This amount, called “Interchange” varies based upon a complex series of Interchange levels

that may apply to the transaction depending upon a number of factors – such as the type of card presented, specific information contained in the transaction, how and when the transaction is processed, your industry, and

other factors.

As a result, a portion of the rate that we charge you will depend on the type of transaction and the Interchange level at which the transaction is processed. In order to qualify for any specific Interchange level, you must satisfy certain qualification criteria established by the Payment Networks. This Visa, MasterCard & Discover Network Interchange Qualification Matrix identifies the primary qualification criteria for the various Interchange levels. In reviewing the Visa, MasterCard & Discover Network Interchange Qualification Matrix, please note the following:

The Visa, MasterCard & Discover Network Interchange Qualification Matrix is only a summary of the primary qualification criteria established by Visa, MasterCard & Discover Network for each Interchange level – it is

not all inclusive. In the event of any ambiguity or conflict, the Interchange requirements established by the Payment Networks will determine the Interchange level at which your transactions qualify.

The Discover Network section only applies to merchants who authorize, settle and process Discover Cards (including Diners Club International, Japanese Credit Bureau and China Union Pay) with Wells Fargo. The Discover Network section does not apply to merchant that only use our service for authorization and/or capture of Discover Cards.

Some Interchange levels require that you utilize certain additional services such as Address Verification. Some Interchange levels also require that you transmit detailed transaction data such as order numbers or hotel folio numbers. Other Interchange levels require that you transmit certain indicators reflecting the nature of your transactions (such as an “E-Commerce indicator” for internet transactions).

Interchange levels may also be restricted to merchants in certain Merchant Category Codes (“MCC”) such as Supermarkets or Automated Fuel Dispensers.

In some cases, transactions may be processed at a more costly Interchange level solely as a result of the type of card that is presented. For example, a Visa Signature card, among others, will generally be assessed a higher interchange level.

The information in the Visa, MasterCard & Discover Network Interchange Qualification Matrix should not be used to develop software or other interfaces for transmitting transactions as technical aspects of these requirements may be much more detailed than the summary presented. If you utilize terminals, software, services or equipment provided or configured by any third party, be aware that failure by these systems to correctly and accurately transmit information in the required formats may result in your transactions not qualifying for the most favorable Interchange levels.

The Primary Qualification Criteria listed for each interchange level on the Visa, MasterCard & Discover Network Interchange Qualification Matrix is accurate at the time of release. However, the Payment Networks may at their discretion add, remove or change qualification criteria or Interchange levels at will.

www.wellsfargo.com/biz/creditinterchangeplus © 2010 Wells Fargo Bank, N.A. All rights reserved. 1 Credit IC Plus Qualification Matrix - April 2010 AR


Interchange Level Interchange Card Type

Rate

CPS Retail-Credit 1.54% + $0.10 Consumer Credit 1 Swipe card, obtain customer’s signature******** 1 Key-entered…Retail Key-Entered, Card Not Present, EIRF

or Rewards 2

CPS Retail-Debit 0.95% + $0.20 Non-PIN Debit 2 Authorize and settle within 1 day 2 Exceeds Timeliness… 2 days EIRF… 3 days Standard

CPS Rewards 1 1.65% + $0.10 Rewards 3 Obtain and pass 1 valid electronic authorization* 3 No electronic authorization…EIRF, No auth…Standard

4 When processing a Non-PIN debit transaction the authorization and settlement amount must match. MCCs 4121 (Taxicab & Limousines), 5813 (Bars & Taverns), 7230 (Beauty & Barber Shops), 7298 (Health & Beauty Spas) are exempt from transaction amount tolerance.

4 Exceeds tolerance…EIRF Debit

(Custom Payment Service) 5 Bill payment transactions that do not have health or select developing market MCCs must send a Market Specific Indicator (MSI) of “B”, ACI of “Y”, processing code of “50”

and MO/TO indicator of “01” for one time payment , “02” for

recurring payment and “03” for installment payment .

5 Not a bill payment transaction …N/A

CPS Restaurant-Credit 1.54% +$0.10 Consumer Credit 1 Available to Restaurants (MCC 5812) and Fast Food Restaurants (MCC 5814)

1 Only eligible if a Restaurant or Fast Food Restaurant

CPS Restaurant-Debit 1.19% +$0.10 Non-PIN Debit 2 Swipe card, obtain customer’s signature******** 2 Key-entered…Retail Key-Entered, Card Not Present or EIRF

CPS Rewards 2 1.95% + $0.10 Rewards 3 Obtain and pass 1 valid electronic authorization* 3 No electronic authorization…EIRF, No

authorization…Standard

4 Authorize and settle within 1 day 4 Exceeds timeliness… 2 days EIRF… 3 days Standard

CPS Service Station-Credit 1.15% + $0.25 Consumer Credit/Rewards/Signature

Preferred

1 Available to Service Stations (MCC 5541) 1 Only eligible if a Service Station

CPS Service Station-Debit 0.75% + $0.17 ($0.95 cap)

Non-PIN Debit 2 Swipe card, obtain customer’s signature******** 2 Key-entered…Retail Key-Entered, Card Not Present, EIRF

or Rewards 23 Obtain and pass 1 valid electronic authorization* 3 No electronic authorization…EIRF, No


4 Authorize and settle within 1 day 4 Exceeds timeliness … 2 days EIRF …3 days Standard

Primary Qualification Criteria

Primary qualification criteria applies to the card products listed in the Card Type column unless otherwise indicated

Possible Downgrade Reasons****

Downgrade Interchange levels & reasons refer to the card products listed in the Card Type column unless otherwise

indicated

Visa Domestic Interchange fees apply to International Visa transactions, excluding Non-PIN Debit

Visa Interchange Levels




Rate





indicated


CPS Automated Fuel Dispenser-Credit 1.15% + $0.25 Consumer Credit/Rewards/Signature

Preferred

1 Available to Automated Fuel Dispenser (MCC 5542) 1 Only eligible if an Automated Fuel Dispenser

CPS Automated Fuel Dispenser-Debit 0.75% + $0.17 ($0.95 cap)

Non-PIN Debit 2 AFD swipe card on a Card Activated Terminal (CAT) 2 Key-entered…EIRF

3 Must pass CAT level indicator of a “3” 3 Missing /Invalid CAT Level…EIRF

4 Obtain and pass 1 valid electronic authorization* ($1.00 status check)

4 No electronic authorization…EIRF, No


5 $75.00 transaction limit 5 Exceeds AFD $75 tolerance…EIRF

6 Authorize and settle within 1 day 6 Exceeds timeliness … 2 days EIRF …3 days Standard

CPS Supermarket-Credit 1.24%+$0.05 Consumer Credit 1 Available to Supermarkets (MCC 5411) 1 Only eligible if a Supermarket

CPS Supermarket-Debit 0.95% + $0.20 ($0.35 cap)

Non-PIN Debit 2 Swipe card, obtain customer’s signature******** 2 Key-entered…Retail Key-Entered, Card Not Present, EIRF

or Rewards 2



4 Authorize and settle within 1 day 4 Exceeds timeliness… 2 days EIRF… 3 days Standard

5 When accepting Non-PIN Debit transactions the authorization amount and settlement amount must match

5 Authorization and settled amount do not match…EIRF Debit

6 To qualify for Supermarket debit must be a U.S issued Non-PIN Debit card

6 Non-U.S. issued debit card…Supermarket Credit




Rate





indicated


CPS Retail Key-Entered-Credit 1.80% + $0.10 Consumer Credit 1 Magnetic stripe not readable, key-enter transaction, obtain customer’s signature

1 N/A

CPS Retail Key-Entered-Debit 1.60% + $0.15 Non-PIN Debit 2 Authorize and settle within 1 day 2 Exceeds timeliness… 2 days EIRF…3 days Standard



4 AVS***** required, Use Address Verification (AVS*****) feature on terminal or software; zip code must match; and a POS indicator of “71”. If processing bill payment transactions

that do not have health or select developing market MCCs must send a Market Specific Indicator (MSI) of “B”, ACI of

“Y”, processing code of “50” and MO/TO indicator of “01”

for one time payment , “02” for recurring payment and “03”

for installment payment. AVS is required for bill payment transactions

4 No AVS or zip code does not match…EIRF

5 When processing a Non-PIN debit transaction the authorization and settlement amount must match. Taxicab & Limousines (MCC 4121), Bars & Taverns (MCC 5813), Beauty & Barber Shops (MCC 7230) and Health & Beauty Spas (MCC 7298) are exempt from transaction amount tolerance.

5 Exceeds tolerance…EIRF Debit




Rate





indicated


CPS Small Ticket-Credit 1.65% + $0.04 Consumer Credit/Rewards 1 Available to Restaurants (MCC 5812), Fast Food Restaurants (MCC 5814), Local Commuter Transport (MCC 4111), Taxicab & Limousine Service (MCC 4121), Parking Lots (MCC 7523), Video Rental (MCC 7841), Movie Theater (MCC 7832), Bus Lines (MCC 4131), Toll & Bridge Fees (MCC 4784), News Dealers & Newsstands (MCC 5994), Laundries (MCC 7211), Dry Cleaners (MCC 7216), Quick Copy (MCC 7338), Car Washes (MCC 7542), Service Stations (MCC 5541)

1 Only eligible if a Restaurants and Fast Food Restaurants, Local Commuter Transport, Taxicab & Limousine Service, Parking Lots, Video Rental, Movie Theater, Bus Lines, Toll & Bridge Fees, News Dealers & Newsstands, Laundries, Dry Cleaners, Quick Copy, Car Washes, Service Stations

CPS Small Ticket-Debit 1.55% + $0.04 Non-PIN Debit 2 Swipe card, customer’s signature not required 2 Key-entered…Retail Key-Entered, Card Not Present or EIRF

3 Obtain and pass 1 valid electronic authorization* 3 No electronic authorization…EIRF, No


4 Authorize and settle within 1 day 4 Exceeds timeliness...2 days EIRF…3 days Standard

5 Transaction amount less than or equal to $15.00 5 Exceeds $15.00…Retail

6 Restaurants and Fast Food restaurants that take Signature and Infinite cards are eligible for CPS Small Ticket when clearing requirements are met. Visa Signature Preferred transactions at Service Stations (MCC 5541) are not eligible for CPS Small Ticket and will continue to receive the Visa Signature Preferred Fuel interchange rate. Visa Debit transactions at Service Stations (MCC 5541) are not eligible for CPS Small Ticket and will continue to receive the Service Station Debit interchange rate.

6 N/A




Rate





indicated


CPS Retail 2 (Emerging Mkt)- Credit 1.43% + $0.05 Consumer Credit/Rewards 1 Available to Government (MCC 9399, 9211, 9222), Schools (MCC 8220, 8211, 8299), Cable, Satellite, and Other Pay Television & Radio Services (MCC 4899), Insurance Companies (MCC 6300, 5960), Fuel Dealers (MCC 5983), Child Care Services (MCC 8351), Charitable Organizations (MCC 8398), and Direct Marketing Subscription Merchants (MCC 5968). MCCs 5960 and 5968 requires CPS/CNP or CPS/E-Commerce qualification

1 Only eligible if a Government, Schools, Utilities, Insurance Company, Fuel Dealers, Child Care Services, Charitable Organizations or Direct Marketing Subscriptions.

CPS Retail 2 (Emerging Mkt)- Debit 0.80% + $0.25 Non-PIN Debit 2 Swipe or key-enter transaction, obtain customer’s signature

when transaction is face-to-face2 N/A

3 Obtain and pass 1 valid electronic authorization* 3 No electronic authorization…EIRF, No


4 Must be CPS qualified******* 4 Not CPS qualified*******…EIRF

5 Bill payment transactions must send a Market Specific Indicator (MSI) of “B” , ACI of “Y”, processing code of “50”

and MO/TO indicator of “01” for one time payment, “02” for

recurring payment and “03” for installment payment.

5 Not a bill payment transaction…N/A

6 Authorize and create a sale within 1 day and settle within 2 days

6 Exceeds timeliness…Standard

CPS Utility Program-Credit $0.75 Consumer Credit/Rewards 1 Available to utility merchants with MCC 4900 (water, gas, electrical, sanitation)

1 Only eligible if a utility company (MCC 4900)

2 Must be registered with Visa with valid Merchant Verification Value (MVV) on account

2 Only eligible if registered

CPS Utility Program-Debit $0.75 Non-PIN Debit 3 Swipe or key-enter transaction, obtain customer’s signature


Utility Credit Business $1.50 Business 4 Obtain and pass 1 valid electronic authorization* 4 No electronic authorization…EIRF, Commercial Card

Electronic - Business or Commercial Card Standard - Business. No authorization…Standard or Commercial Card

Standard - Business

5 Authorize and create a sale with 1 day and settle within 2 days

5 Exceeds timeliness…Standard, Commercial Card Electronic -

Business or Commercial Card Standard - Business

6 Must be US Domestic 6 Not US Domestic…refer to appropriate Interregional Level

7 Must be CPS qualified*******; If not a bill payment transaction must submit an ACI of “R” to bypass AVS

7 Not CPS qualified*******…EIRF or Standard, Commercial

Card Electronic - Business or Commercial Card Standard - Business




Rate





indicated


CPS Car Rental Card Present-Credit 1.54% + $0.10 Consumer Credit 1 Available to Car Rental merchants 1 Only eligible if a Car Rental

CPS Car Rental Card Present-Debit 1.36% + $0.15 Non-PIN Debit 2 Swipe Card, obtain customer’s signature 2 Key-entered…CPS Car Rental Card Not Present

CPS Rewards 2 1.95% + $0.10 Rewards 3 1 or more electronic authorization*, with original auth at settlement


authorization…Standard.

4 Transaction must include: Rental Agreement number, Check-Out/Return Date, Duration, No Show/Extra Charge Indicator.

4 If Rental Agreement number, Check-Out/Return Date, Duration, No Show/Extra Charge Indicator missing or different…EIRF

5 1 day to settle between the Check Out/Return Date and the settlement date

5 Exceeds timeliness… 2 days EIRF… 3 days Standard

6 Can settle within 15% of the authorized amount; includes authorization reversal and incrementals

6 Exceeds tolerance…EIRF

CPS Car Rental Card Not Present- Credit 1.54% + $0.10 Consumer Credit 1 Available to Car Rental merchants 1 Only eligible if a Car Rental

CPS Car Rental Card Not Present- Debit 1.36% + $0.15 Non-PIN Debit 2 Key-entered transaction 2 Swiped…CPS Car Rental Card Present




4 Transaction must include: Rental Agreement number, Check-Out/Return Date, Duration, No Show/Extra Charge Indicator, Preferred Customer Indicator (P).

4 If Rental Agreement number, Check-Out/Return Date, Duration, No Show/Extra Charge Indicator, Preferred Customer Indicator (P) missing or different…EIRF

5 1 day to settle between the Check Out/Return Date and the settlement date







Rate





indicated


CPS Hotel Card Present-Credit 1.54% + $0.10 Consumer Credit 1 Available to Lodging 1 Only eligible if Lodging

CPS Hotel Card Present-Debit 1.36% + $0.15 Non-PIN Debit 2 Swipe card, obtain customer’s signature 2 Key-entered…CPS Hotel Card Not Present




4 Transaction must include: Folio number, Check-In Date, Duration, No Show /Extra Charge indicator

4 If Folio number, Check-In Date, Duration, No Show /Extra Charge indicator missing or different…EIRF

5 1 day to settle between the Check Out and the settlement date




CPS Hotel Card Not Present-Credit 1.54% + $0.10 Consumer Credit 1 Available to Lodging 1 Only eligible if Lodging

CPS Hotel Card Not Present-Debit 1.36% + $0.15 Non-PIN Debit 2 Key-entered transaction 2 Swiped…CPS Hotel Card Present




4 Transaction must include: Folio number, Check-In Date, Duration, No Show /Extra Charge Indicator, Preferred Customer Indicator (P)

4 If Folio number, Check-In Date, Duration, No Show /Extra Charge Indicator, Preferred Customer Indicator (P) missing or different…EIRF








Rate





indicated


CPS Car Rental E-Commerce-Credit 1.54% + $0.10 Consumer Credit 1 Available to Car Rental merchants 1 Only eligible if Car Rental

CPS Car Rental E-Commerce-Debit 1.36% + $0.15 Non-PIN Debit 2 Key-entered transaction 2 N/A




4 Transaction must include: Rental Agreement number, Check-Out/Return Date, Duration, No Show/Extra Charge Indicator, Preferred Customer Indicator (P).

4 If Rental Agreement number, Check-Out/Return Date, Duration, No Show/Extra Charge Indicator, Preferred Customer Indicator (P) missing or different…EIRF


4 Exceed timeliness… 2 days EIRF… 3 days Standard


5 Exceed tolerance…EIRF

7 E-Commerce transactions must perform Cardholder Authentication Verification Value (CAVV) and include an E-Commerce Indicator of a 5 or 6

6 E-Commerce Indicator missing…EIRF

CPS Hotel E-Commerce-Credit 1.54% + $0.10 Consumer Credit 1 Available to Lodging merchants 1 Only eligible if Lodging

CPS Hotel E-Commerce-Debit 1.36% + $0.15 Non-PIN Debit 2 Key-entered transaction 2 N/A




4 Transaction must include: Folio number, Check-In Date, Duration, No Show/Extra Charge Indicator, Preferred Customer Indicator (P)

4 If Folio number, Check-In Date, Duration, No Show/Extra Charge Indicator, Preferred Customer Indicator (P) missing or different…EIRF


4 Exceed timeliness… 2 days EIRF… 3 days Standard


5 Exceed tolerance…EIRF

7 E-Commerce transactions must perform Cardholder Authentication Verification Value (CAVV) and include an E-Commerce Indicator of a 5 or 6

6 E-Commerce Indicator missing…EIRF




Rate





indicated


CPS Card Not Present-Credit 1.80% + $0.10 Consumer Credit 1 Key-enter transaction; If prompted “is card present” answer

"no"1 N/A

CPS Card Not Present-Debit 1.60%+ $0.15 Non-PIN Debit 2 Obtain and pass 1 valid electronic authorization*, 1****** authorization reversal allowed



CPS Rewards 2 1.95% + $0.10 Rewards 3 Settle within 1 day (1 day to settle between ship date and settlement date)

3 Exceed timeliness…2 days EIRF…3 days Standard

4 AVS required-use AVS***** feature on terminal or software: enter up to first 5 numeric characters of address then zip code

4 No AVS…EIRF

5 Transaction date must equal shipping date and that date is no more than 7 days after authorization

5 Transaction does not equal ship date or exceeds 7 days authorization to settle...EIRF

6 Authorization and settlement amount must match 6 Authorization and settled amount do not match…EIRF

7 Transaction must include; order number, customer service phone number and MO/TO indicator of a “01” and a POS

indicator of “08”

7 Order number, CNP indicator or customer service number missing…EIRF. If missing MO/TO indicator and no

AVS…EIRF

8 Bill payment transactions that do not have health or select developing market MCCs must send a Market Specific Indicator (MSI) of “B” , ACI of “Y”, processing code of “50”

and MO/TO indicator of “01” for one time payment , “02” for

recurring payment and “03” for installment payment . AVS is

not required for bill payment transactions





Rate





indicated


CPS E-Commerce Basic-Credit 1.80% + $0.10 Consumer Credit 1 Available to E-Commerce merchants; Key-enter transaction 1 Only eligible if E-Commerce

CPS E-Commerce Basic-Debit 1.60% + $0.15 Non-PIN Debit 2 Obtain and pass 1 valid electronic authorization*, 1****** authorization reversal allowed



CPS Rewards 2 1.95% + $0.10 Rewards 3 Settle within 1 day (1 day to settle between ship date and settlement date)

3 Exceeds timeliness…2 days EIRF…3 days Standard

4 AVS required-use AVS***** feature on terminal or software: enter up to first 5 numeric characters of address then zip code

4 No AVS…EIRF


5 Transaction does not equal ship date or exceeds 7 days authorization to settle…EIRF


7 Transaction must include order number, customer service phone number

7 Order number or customer service number missing…EIRF

8 E-Commerce Indicator of a “7” must be present and a POS

indicator of “59”. Bill payment transactions that do not have

health or select developing market MCCs must send a Market Specific Indicator (MSI) of “B”, ACI of “Y”, processing

code of “50” and MO/TO indicator of “5”, “6”, or “7”. AVS is

required for bill payment transactions.

8 E-Commerce indicator missing…EIRF




Rate





indicated


CPS E-Commerce Preferred-Credit 1.80% + $0.10 Consumer Credit/Rewards 1 Available to E-Commerce merchants for key entered transactions

1 Only eligible if E-Commerce or if key-entered

CPS E-Commerce Preferred-Debit 1.55% + $0.15 Non-PIN Debit 2 Obtain and pass 1 valid electronic authorization*, 1****** authorization reversal allowed



3 Settle within 1 day (1 day to settle between ship date and settlement date)

3 Exceeds timeliness…2 days EIRF…3 days Standard


4 Transaction does not equal ship date or exceeds 7 days authorization to settle…EIRF


6 Transaction must include order number, customer service phone number

6 Order number or customer service number missing…EIRF

7 Must have secured E-Commerce indicator of “5” or “6”.

POS condition code must be “59”. Must perform Cardholder

Authentication Verification Value (CAVV). For bill payment transactions that do not have health or select developing market MCC’s must send a Market Specific Indicator (MSI)

of “B”, ACI of “Y”, processing code of “50” and MO/TO

indicator of “5” or “6”. AVS is required for bill payment

transactions.

7 E-Commerce indicator or CAVV missing…EIRF

CPS Passenger Transport -Credit 1.70% + $0.10 Consumer Credit 1 Available to Airlines & Railways 1 Only eligible if an Airline or Railway

CPS Passenger Transport-Debit 1.60% + $0.15 Non-PIN Debit 2 Swipe or key-enter transaction, obtain customer’s signature

when the transaction is face-to-face2 N/A



4 Settle within 7 days 4 Exceeds timeliness…Standard

5 Transaction must include; Ticket Number, Sequence Number, Count and Itinerary Information

5 Ticket number, Sequence number, Count and itinerary missing or different…Standard

6 Transaction date must equal authorization date. 6 Transaction date not equal to authorization date…Standard




Rate





indicated


CPS E-Commerce Passenger Transport Preferred-Credit

1.70% + $0.10 Consumer Credit 1 Available to Airlines & Railways 1 Only eligible if an Airline or Railway

CPS E-Commerce Passenger Transport Preferred-Debit

1.60% + $0.15 Non-PIN Debit 2 Key-enter transaction 2 N/A



4 Settle within 7 days 4 Exceeds timeliness…Standard

5 Transaction must include; Ticket Number, Sequence Number, Count and Itinerary Information

5 Ticket number, Sequence number, Count and itinerary missing or different…Standard

6 E-Commerce transactions must include E-Commerce indicator of “5” or “6”. Must perform Cardholder

Authentication Verification Value (CAVV)

6 E-Commerce indicator missing…EIRF

7 Transaction date must equal authorization date. 7 Transaction date not equal to authorization date…Standard

CPS Debit Tax Payment 1 $2.50 Non-PIN Debit 1 Must be CPS qualified******* 1 Not CPS qualified*******…EIRF Debit

CPS Debit Tax Payment 2 $0.00 Non-PIN Debit 2 Available to Tax Payments (MCC 9311) 2 Only eligible if Tax Payment

3 Must be US Domestic 3 Not US Domestic…refer to appropriate CPS Level



5 Must be a Non-Pin Debit 5 Only eligible if Non-Pin Debit

6 Transaction must be greater than or equal to $4 for CPS Debit Tax Payment 1. Transaction must be less than $4 for CPS Tax Payment 2.

6 N/A

CPS Debt Repayment 0.35% + $0.50 Non-PIN Debit 1 Must be CPS qualified******* 1 Not CPS qualified*******…EIRF Debit

2 Available to Financial Institutions (MCC 6012) and Non-Financial Institutions (MCC 6051)

2 Only eligible if Financial Institution or Non-Financial Institution




5 Must be a Non-Pin Debit 5 Only eligible if Non-Pin Debit

6 Bill payment transactions must send a processing code of “50” and MO/TO indicator of “01” for one time payment , “02”

for recurring payment and “03” for installment payment and

the existing debt indicator.





Rate





indicated


Signature Preferred-Card Not Present 2.40% + $0.10 Signature Preferred 1 Must be CPS qualified******* for CPS/Card Not Present, CPS/Electronic Commerce Basic or Preferred, CPS/Retail 2, or CPS/Account Funding

1 Not CPS qualified*******…Signature Preferred Standard

2 Must be a Non-T&E*** MCC 2 Only eligible if a Non-T&E*** MCC

Signature Preferred-Retail 2.10% + $0.10 Signature Preferred 1 Must be CPS qualified******* for CPS/Retail, CPS/Supermarket, CPS/Retail Key Entry, CPS/Small Ticket, CPS/Automated Fuel Dispenser, or CPS/Retail Service Station

1 Not CPS qualified*******…Signature Preferred Standard

2 Must be a Non-T&E*** MCC 2 Only eligible if a Non-T&E*** MCC

Signature Preferred-Business-to-Business 2.10% + $0.10 Signature Preferred 1 Must be CPS qualified******* 1 Not CPS qualified*******…Signature Preferred Standard

2 Limited to business-to-business MCCs 2 Not business-to-business MCC…Signature Preferred Card

Not Present or Signature Preferred Retail

Signature Card Electronic 2.30% + $0.10 Signature 1 Applies to T&E*** merchants 1 Only eligible if a T&E*** merchant

Signature Preferred Electronic 2.40% + $0.10 Signature Preferred 2 Swipe or key-enter transaction, obtain customer's signature when the transaction is face-to-face

2 N/A

3 Obtain and pass 1 valid electronic authorization* 3 No authorization…Signature/Signature Preferred Standard

4 Authorize and settle within 1 day 4 Exceeds timeliness…Signature/Signature Preferred

Standard5 Must be CPS qualified******* 5 Does not meet CPS requirements…Signature/Signature

Preferred Standard

Signature Card Standard 2.70% + $0.10 Signature 1 Swipe card or key-enter transaction, obtain customer’s

signature******** when transaction is face-to-face1 N/A

Signature Preferred Standard 2.95% + $0.10 Signature Preferred 2 Electronic authorization not required 2 No downgrade from Signature/Signature Preferred Standard

3 Settle within 29 days 3 N/A

EIRF-Credit 2.30% + $0.10 Consumer Credit/Rewards 1 Swipe or key-enter transaction, obtain signature******** when the transaction is face-to-face

1 N/A

EIRF-Debit 1.75% + $0.20 Non-PIN Debit 2 Obtain and pass 1 valid electronic authorization* Authorize sale through terminal/software or telephone

2 Authorization missing…Standard

EIRF-Fuel Debit Cap $0.95 Non-PIN Debit 3 Authorize and create a sale within 1 day and settle within 2 days

3 Exceeds timeliness…Standard

4 EIRF-Debit Cap available only to Service Station (MCC 5541) and Automated Fuel Dispenser (MCC 5542)

4 Only eligible if a Service Station or Automated Fuel Dispenser merchant




Rate





indicated


Consumer Standard-Credit 2.70% + $0.10 Consumer Credit/Rewards 1 Swipe or key-enter transaction, obtain signature******** when the transaction is face-to-face

1 N/A

Consumer Standard-Debit 1.90% + $0.25 Non-PIN Debit 2 Electronic authorization not required 2 No downgrade from Standard

3 Settle within 29 days 3 No downgrade from Standard

4 Only level available for high-risk merchants and non-secure E-Commerce transactions

4 N/A

Interregional Commercial 2.25% Commercial 1 Applies to US merchants and Non US Issuers 1 N/A

Interregional Infinite & Signature/Signature Preferred

2.25% Infinite/Signature/Signature Preferred

1 Applies to US merchants and Non US Issuers 1 N/A

Interregional Electronic 1.55% Consumer 1 Applies to US merchants and Non US Issuers 1 N/A

2 Obtain and pass 1 valid electronic authorization 2 No electronic authorization…Interregional Standard

3 Settle within 2 days 3 Exceeds timeliness…Interregional Standard

Interregional Airline 1.55% Consumer 1 Available to Airlines 1 Only eligible if an Airline


3 Applies to US merchants and Non US Issuers 3 N/A

4 Settle within 14 days 4 Exceeds timeliness…Interregional Standard

5 Ticket number must be in merchant name field 5 No Ticket number…Interregional Standard

Interregional Secure E-Commerce 1.89% Consumer 1 Applies to US merchants and Non US Issuers 1 N/A


3 E-Commerce Indicator of a “5” must be present 3 E-Commerce indicator missing…Interregional Standard

Interregional Standard 2.05% Consumer 1 Applies to US merchants and Non US Issuers 1 N/A




Rate





indicated


GSA Purchasing Card Large Ticket 1.20% + $39.00 GSA Purchasing Card 1 Swipe or key-enter transaction, obtain customer’s signature


2 Obtain and pass 1 valid electronic authorization* 2 No authorization…Commercial Electronic or Commercial

Standard

3 Non-T&E*** merchant 3 T&E*** MCC…refer to appropriate CPS Level

4 Transaction must be greater than $6,484 4 Transaction less than or equal to $6,484…Commercial Card

Level III5 Pass Level II and Level III Data** 5 No Level II or III Data …Commercial Electronic or

Commercial Standard

6 Must be CPS qualified******* 6 Not CPS qualified*******…Commercial Card Electronic or

Commercial Standard

GSA Government-to-Government 1.65% + $0.10 GSA Purchasing Card/GSA Purchasing Fleet

1 Must be CPS qualified******* 1 Not CPS qualified*******…Commercial Standard

2 Obtain and pass 1 valid electronic authorization* 2 No authorization…Commercial Card Standard

3 Available to Government Services (MCC 9399), Postal Services (MCC 9402)

3 Only eligible if Government Services or Postal Services







Rate





indicated


Purchasing Card Large Ticket 0.95% + $35.00 Purchasing Card-Non GSA 1 Available to Non-T&E*** merchants 1 Only eligible if a Non-T&E merchant

2 Must register with Visa 2 Not registered…Commercial Card Electronic, Commercial

Card II or III or Commercial Standard.

3 $1000 registration fee 3 N/A

4 Must have MVV on account 4 MVV code missing…Commercial Card Level 3, MVV code

invalid…Commercial Electronic

5 Swipe or key-enter transaction, obtain customer’s signature


6 Obtain and pass 1 valid electronic authorization* 6 No authorization…Commercial Card Electronic or

Commercial Standard

7 Settle within 7 days 7 Exceeds timeliness…Commercial Card Electronic or

Commercial Standard

8 Transaction greater than or equal to $4,105.88 8 Transaction less than $4,105.88…Commercial Card Level II

or III.

9 Must Pass Level II and Level III Data** 9 CPS qualified with no Level II / III passed …Commercial

Card Not Present, Commercial Card Retail, Commercial Card Business-to-Business.

10 Must be CPS qualified******* 10 Not CPS qualified*******…Commercial Card Electronic or

Commercial Standard

Commercial Card Level III 1.80% + $0.10 Purchasing Card/GSA Purchasing Card/GSA Fleet

1 Swipe or key-enter transaction, obtain customer’s

signature******** when the transaction is face-to-face1 N/A

2 Obtain and pass 1 valid electronic authorization* 2 No authorization…Commercial Card Electronic or

Commercial Standard

3 Non-T&E*** merchant 3 Only eligible if a Non-T&E merchant

4 Must be CPS qualified******* 4 Does not meet CPS requirements…Commercial Card

Electronic or Commercial Standard

5 Must pass Level III Data** 5 No Level III… Commercial Card Level II (Level II data

required), If CPS qualified with no Level II passed …Commercial Card Not Present, Commercial Card Retail,

Commercial Card Business-to-Business. If not CPS qualified...Commercial Electronic or Commercial Standard




Rate





indicated


Commercial Card Level II-Corporate 2.05% + $0.10 Corporate 1 Swipe or key-enter transaction, obtain customer’s


Commercial Card Level II-Business 2.05% + $0.10 Business 2 Obtain and pass 1 valid electronic authorization* 2 No authorization…Commercial Card Electronic or

Commercial Standard

Commercial Card Level II-Purchase 2.05% + $0.10 Purchasing 3 Non-T&E*** merchant 3 Only eligible if a Non-T&E merchant

4 Must be CPS qualified*******; AVS required for Business cards

4 Does not meet CPS requirements…Commercial Card

Electronic or Commercial Standard

5 Must pass Level II Data** 5 CPS qualified with no Level II passed …Commercial Card

Not Present, Commercial Card Retail, Commercial Card Business-to-Business. If not CPS qualified...Commercial Electronic or Commercial Standard

6 Customer Code required for Purchasing Card transactions from fuel MCCs: 4468, 5499, 5541, 5542, and 5983

6 No Customer Code… Purchasing-Retail or Purchasing-Card

Not Present

Commercial Card Electronic- Corporate

2.25% + $0.10 Corporate 1 Swipe or key-enter transaction, obtain customer’s


Commercial Card Electronic- Business

2.40% + $0.10 Business 2 CPS requirements are not met 2 N/A

Commercial Card Electronic- Purchase

2.65% + $0.10 Purchasing 3 Must pass Level II Data** 3 Level II requirements are not met…Commercial Standard

4 Best Commercial Card level for Touch-Tone merchants 4 N/A

Commercial Card Electronic T&E- Corporate

2.25% + $0.10 Corporate 1 Swipe or key-enter transaction, obtain customer’s signature


Commercial Card Electronic T&E- Business

2.40% + $0.10 Business 2 Obtain and pass 1 valid electronic authorization* 2 N/A

Commercial Card Electronic T&E- Purchase

2.65% + $0.10 Purchasing 3 T&E*** transactions must be CPS qualified 3 Not CPS qualified*******…Commercial Card Electronic or

Commercial Standard

4 Best Commercial Card level for T&E*** 4 N/A

Purchasing Card Electronic with Data 2.65% + $0.10 Purchasing Card-Non GSA 1 Swipe or key-enter transaction, obtain customer’s


2 CPS requirements are not met 2 N/A

3 Must pass Level III Data** 3 No Level III… Commercial Electronic or Commercial

Standard




Rate





indicated


Purchasing Card - Retail 2.30% + $0.10 Purchasing Card - GSA and Non-GSA Fleet

1 Swipe card, obtain customer signature******** 1 Key-entered…Commercial Standard

2 CPS requirements are not met…GSA and Non-GSA Fleet

Purchasing card fuel transactions that meet Level II and fuel data requirements

2 CPS qualified*******then Commercial Card Level III or Commercial Card Level II

3 CPS qualified*******…GSA and Non-GSA Fleet Purchasing

card fuel transactions that do not meet Level II and fuel data requirements

3 Level II and fuel data requirements are met…Purchasing

card Level II.

Corporate-Card Not Present 2.20% + $0.10 Corporate 1 Must be CPS qualified******* for CPS/Card Not Present, CPS/Electronic Commerce Basic or Preferred, CPS/Retail 2, or CPS/Account Funding

1 Not CPS qualified*******…Commercial Card Standard

Business-Card Not Present 2.25% + $0.10 Business 2 Level II data requirements are not met including tax-exempt transactions

2 N/A

Purchasing-Card Not Present 2.55% + $0.10 Purchasing 3 Must be a Non-T&E*** MCC 3 Only eligible if a Non-Travel Service MCC

Corporate-Retail 2.10% + $0.10 Corporate 1 Must be CPS qualified******* for CPS/Retail, CPS/Supermarket, CPS/Retail Key Entry, CPS/Small Ticket, CPS/Automated Fuel Dispenser, or CPS/Retail Service Station

1 Not CPS qualified*******…Commercial Card Standard

Business-Retail 2.20% + $0.10 Business 2 Level II data requirements are not met including tax-exempt transactions

2 N/A

Purchasing-Retail 2.30% + $0.10 Purchasing 3 Must be a Non-T&E*** MCC 3 Only eligible if a Non-Travel Service MCC

Corporate-Business-to-Business 2.10% + $0.10 Corporate 1 Must be CPS qualified******* 1 Not CPS qualified*******…Commercial Card Standard

Business-Business-to-Business 2.10% + $0.10 Business 2 Level II data requirements are not met including tax-exempt transactions

2 N/A

Purchasing-Business-to-Business 2.10% + $0.10 Purchasing 3 Limited to business-to-business MCCs 3 Not business-to-business MCC…Card Not Present(Corp.,

Bus., Purch.) or Retail (Corp., Bus., Purch.)

Commercial Card Standard- Corporate 2.95% + $0.10 Corporate 1 Swipe or key-enter transaction, obtain signature******** when the transaction is face-to-face

1 No downgrade from Commercial Standard

Commercial Card Standard- Business 2.95% + $0.10 Business 2 Electronic authorization not required 2 No downgrade from Commercial Standard

Commercial Card Standard- Purchase 2.95% + $0.10 Purchasing 3 Settle within 29 days 3 No downgrade from Commercial Standard

4 Level II data requirements are not met including tax-exempt transactions

4 No downgrade from Commercial Standard

5 CPS requirements are not met 5 N/A




Rate





indicated


Credit Voucher-Consumer Card- Credit -1.76% Consumer Credit 1 Non-Passenger Transport merchants 1 Credit refunds do not downgrade. Merchants receive this rate back when a credit is issued to a cardholder

Credit Voucher-Consumer Card- Debit -1.31% Non-PIN Debit 2 Return credits apply to U.S. originating transactions only 2 N/A

Credit Voucher-Commercial Card -2.24% All Commercial 1 Available to most businesses, other than passenger transport

1 Credit refunds do not downgrade. Merchants receive this rate back when a credit is issued to a cardholder

2 Return credits apply to U.S. originating transactions only 2 N/A

Credit Voucher-MO/TO & E-Commerce - Credit

-2.05% Consumer Credit 1 MO/TO-E-Commerce merchants 1 Credit refunds do not downgrade. Merchants receive this rate back when a credit is issued to a cardholder

Credit Voucher-MO/TO & E-Commerce - Debit

-1.87% Non-PIN Debit 2 Return credits apply to U.S. originating transactions only 2 N/A

3 Must qualify 70% or more of the dollar volume in consumer sales at Card Not Present (MO/TO), E-Commerce Basic, or E-Commerce Preferred

3 N/A

4 High risk MCC’s 5962, 5966 & 5967 are not eligible 4 N/A




Rate





indicated


Credit Voucher Passenger Transport - Credit -2.07% Consumer Credit 1 Passenger Transport merchants 1 Credit refunds do not downgrade. Merchants receive this rate back when a credit is issued to a cardholder

Credit Voucher Passenger Transport - Debit -1.18% Non-PIN Debit 2 All card types eligible 2 N/A

*********Visa Interregional interchange programs include the Visa International Acquiring Fee.

******** If transaction is $25 or less no signature required if Local and Suburban Commuter Passenger Transportation, including Ferries (MCC 4111), Taxicabs and Limousines (MCC 4121), Bus Lines (MCC 4131), Toll and Bridge Fees (MCC 4784), Hardware Stores (MCC 5251), Variety Stores (MCC 5331), Candy, Nut and Confection Stores (MCC 5441), Drug Stores and Pharmacies (MCC 5912), Book Stores, (MCC 5942), Gift, Card, Novelty and Souvenir Shops (MCC 5947), News Dealers and Newsstands (MCC 5994), Laundry Services-Family and Commercial (MCC 7211), Dry Cleaners (MCC 7216), Quick Copy and Reproductions (MCC 7338), Dairy Products Stores (MCC 5451), Bakeries (MCC 5462), Miscellaneous Food Stores-Convenience Stores and Specialty Markets (MCC 5499), Parking Lots and Garages (MCC 7523), Car Washes (MCC 7542), Motion Picture Theaters (MCC 7832), DVD/Video Tape Rental Stores (MCC 7841), Grocery Stores and Supermarkets (MCC 5411), Fast Food Restaurants (MCC 5814), Service Stations (with or without ancillary services) (MCC 5541), Eating Places and Restaurants (MCC 5812) or Cigar Stores/Stands (MCC 5993). Effective July 2010 if transaction is $25 or less no signature required if not Wire Transfer Money Orders (MCC 4829), Automated Fuel Dispensers (MCC 5542), Direct Marketing-Insurance Services (MCC 5960), Direct Marketing-Travel Related Arrangement Services (MCC 5962), Direct Marketing-Catalog Merchants (MCC 5964), Direct Marketing-Combination Catalog and Retail Merchants (MCC 5965), Direct Marketing-Outbound Telemarketing Merchants (MCC 5966), Direct Marketing-Inbound Telemarketing Merchants (MCC 5967), Direct Marketing-Continuity Subscription Merchants (MCC 5968), Direct Marketing/Marketers Not Elsewhere Classified (MCC 5969), Financial Institutions-Manual Cash Disbursements (MCC 6010), Financial Institutions-Automated Cash Disbursements (MCC 6011), Betting including Lottery Tickets, Casino Gaming Chips, Off-Track Betting Tracks (MCC 7995), Intra-Government Purchases (MCC 9405) or Intra-Company Purchases (MCC 9950).

***** Equipment must be programmed to use the Address Verification Service (AVS)

****** If the settled amount is over the tolerance from the initial authorized amount a reversal needs to be performed. A merchant must call the issuing bank and ask for the authorization to be reversed to prevent impact to the cardholder's credit line.

******* CPS qualified-Must provide primary qualification criteria for a CPS Interchange level above, in addition to the primary qualification criteria for interchange level trying to achieve. The following transaction types are excluded from CPS Interchange programs: Non-Secure E-Commerce transactions (ECI=8), Cash Disbursements, Quasi Cash transactions, transactions from High Risk MCCs (5962, 5966 and 5967), transactions from Self-Service or Automated Dispensing Machines except AFD transactions (MCC 5542) or declines and referrals.

* Valid electronic authorization is obtained through a terminal or software. When an electronic authorization is obtained, all required authorization data & qualifying criteria must be present at settlement, including validation code, transaction id, auth date, etc.** Level II Data requires a valid sales tax amount and tax indicator. Level II customer code only required for Purchasing Card Large Ticket and GSA Purchasing Card Large Ticket. Sales tax must be between 0.1% and 22%. If tax exempt ($0 entered as tax amount or blank) will clear at Visa Retail (Corporate/Business/Purchase), Card Not Present (Corporate/Business/Purchase) or Business-to-Business (Corporate/Business/Purchase). Level III Data is line item detail, which includes item description, item quantity, item unit of measure, item freight / shipping amount, item commodity code, item discount amount, duty amount, product code, unit cost, discount per line item and line item total. Equipment must be programmed to recognize Commercial/Corporate Cards.

*** Travel & Entertainment (T&E***) includes Restaurants, Hotels, Car Rentals, Passenger Transport, Cruise Lines, and Travel Agents.**** The numeric bullet point in the “Primary Qualification Criteria” column corresponds to the numeric bullet point in the “Possible Downgrade Reason” column within the same row. This column lists the next possible

downgrade Interchange level when the qualifying criteria is not met. For example, when looking at numeric bullet point 1 under CPS Retail "Primary Qualification Criteria" column - Swipe card, obtain customer's signature - if a transaction is not swiped and is key-entered then the next downgrade interchange level would be Retail Key-Entered, Card Not Present, EIRF or Rewards 2 when looking at the corresponding numeric bullet point in the "Possible Downgrade Reason" column.




Rate

Merit III-Credit 1.58% + $0.10 Consumer Credit 1 Swipe card, obtain customer’s signature****** 1 Key Entered…Merit I or Key Entered

Merit III-Debit 1.05% + $0.15 Non-PIN Debit 2 Obtain and pass 1 valid electronic authorization* 2 No authorization or missing authorization date …Standard

Merit III-World Card 1.73% + $0.10 World Card 3 Authorize and settle within 1 day 3 Exceed timeliness…1 Day Merit I …2 Days…Standard

Merit III-World Elite 2.20% + $0.10 World Elite 4 Beauty Salon (MCC 7230) have 25% tolerance. Restaurants (MCC 5812), Fast Food Restaurants (MCC 5814) and Bars (MCC 5813) are exempt from transaction tolerance. All others have a 10% tolerance.

4 Exceed authorization tolerance…Standard

Merit III-Enhanced 1.73% + $0.10 Enhanced 5 MO/TO MCC’s (5960, 5962, 5964, 5965, 5966, 5967, 5968, or

5969) not eligible. Insurance-Direct Marketing (MCC 5960), Insurance Sales, Underwriting and Premiums (MCC 6300) and Real Estate (MCC 6513) not eligible for Consumer Debit rates.

5 MO/TO MCC…Merit I. If Insurance-Direct Marketing (MCC

5960) or Insurance Sales, Underwriting and Premiums (MCC 6300)…Emerging Market Debit. If Real Estate (MCC

6513)…Merit I Real Estate Debit.

Merit III-High Value 2.20% + $0.10 High Value 6 Authorization and settlement MCC must match 6 MCC does not match…Standard

Merit I-Credit 1.89% + $0.10 Consumer Credit 1 Key-entered transaction 1 N/A

Merit I-Debit 1.64% + $0.16 Non-PIN Debit 2 Obtain and pass 1 valid electronic authorization* 2 No authorization or missing authorization date …Standard

Merit I-World Card 2.05% + $0.10 World Card 3 Settle within 2 days 3 Exceed timeliness…Standard.

Merit I-World Elite 2.50% + $0.10 World Elite 4 Beauty Salons (MCC 7230) have 25% tolerance. Restaurants (MCC 5812), Fast Food Restaurants (MCC 5814), Bars (MCC 5813), Taxicabs & Limousines (4121), Airlines and transactions where the POS Card Presence Indicator is equal to 1 (card not present) are exempt from transaction tolerance. All others have a 10% tolerance.


Merit I-Enhanced 2.04% + $0.10 Enhanced 5 Authorization and settlement MCC must match 5 MCC does not match…Standard

Merit I-High Value 2.50% + $0.10 High Value 6 Insurance-Direct Marketing (MCC 5960) and Insurance Sales, Underwriting and Premiums (MCC 6300) not eligible for Consumer Debit rates

6 Insurance-Direct Marketing (MCC 5960) or Insurance Sales, Underwriting and Premiums (MCC 6300)…Emerging Market

Debit

MasterCard® Interchange Levels



Downgrade Interchange levels & reasons refer to the card products listed in the Card Type column unless otherwise indicated





Rate





Key Entered-Credit 1.89% + $0.10 Consumer Credit 1 Key-entered transaction 1 N/A

Key Entered-Debit 1.64% + $0.16 Non-PIN Debit 2 Obtain and pass 1 valid electronic authorization* 2 No authorization or missing authorization date …Standard

Key Entered-World Card 2.05% + $0.10 World Card 3 Settle within 1 day 3 Exceed timeliness…1 day Merit I…2 days Standard

Key Entered-World Elite 2.50% + $0.10 World Elite 4 Restaurants (MCCs 5812, 5814) and Bars (5813) are exempt from transaction tolerance. All others can settle within 10%.


Key Entered-Enhanced 2.04% + $0.10 Enhanced 5 Authorization and settlement MCC must match 5 MCC does not match…Standard

Key Entered-High Value 2.50% + $0.10 High Value

Merit I E-Commerce-Credit 1.89% + $0.10 Consumer Credit 1 Key-entered transaction 1 N/A

Merit I E-Commerce-Debit 1.64% + $0.16 Non-PIN Debit 2 Obtain and pass 1 valid electronic authorization* 2 No authorization or missing authorization date …Standard

Merit I E-Commerce-World Card 2.05% + $0.10 World Card 3 Settle within 2 days 3 Exceed timeliness…Standard

Merit I E-Commerce-World Elite 2.50% + $0.10 World Elite 4 Beauty Salons (MCC 7230) have 25% tolerance. Restaurants (MCC 5812), Fast Food Restaurants (MCC 5814), Bars (MCC 5813), Taxicabs & Limousines (4121), Airlines, and transactions where the Five E-Commerce Indicators******** are present in auth and clearing, are exempt from transaction tolerance. All others have a 10% tolerance.

4 E-Commerce indicators missing and Exceed authorization tolerance…Standard

Merit I E-Commerce-Enhanced 2.04% + $0.10 Enhanced 5 E-Commerce transactions must include Card Activated Terminal (CAT) level 6 in settlement

5 No CAT level of ―6‖…Merit I

Merit I E-Commerce-High Value 2.50% + $0.10 High Value 6 Authorization and settlement MCC must match 6 MCC does not match…Standard

Merit I Insurance-Credit 1.43% + $0.05 Consumer Credit 1 Swipe or key-enter transaction, obtain customer’s signature


Merit I Insurance-World Card 1.43% + $0.05 World Card 2 Obtain and pass 1 valid electronic authorization* 2 No authorization or missing authorization date …Standard

Merit I Insurance-World Elite 2.20% + $0.10 World Elite 3 Settle within 2 days 3 Exceed timeliness…Standard.

Merit I Insurance-Enhanced 1.43% + $0.05 Enhanced 4 Available to Direct Marketing - Insurance Services (MCC 5960) and Insurance Sales, Underwriting and Premiums (MCC 6300)

4 Only eligible if Direct Marketing - Insurance Services, Insurance Sales, Underwriting and Premiums

Merit I Insurance-High Value 2.20% + $0.10 High Value 5 10% transaction tolerance 5 Exceeds tolerance…Standard

6 Authorization and settlement MCC must match 6 MCC does not match…Standard




Rate





Merit I Real Estate-Credit 1.10% Consumer Credit 1 Swipe or key-enter transaction, obtain customer’s signature


Merit I Real Estate-Debit 1.10% Non-PIN Debit 2 Obtain and pass 1 valid electronic authorization* 2 No authorization or missing authorization date …Standard

Merit I Real Estate-World Card 1.10% World Card 3 Settle within 2 days 3 Exceed timeliness…Standard.

Merit I Real Estate-World Elite 2.20% + $0.10 World Elite 4 Available to Real Estate Agents and Managers - Rentals (MCC 6513).

4 Only eligible if Real Estate Agents and Managers - Rentals.

Merit I Real Estate-Enhanced 1.10% Enhanced 5 10% transaction tolerance 5 Exceeds tolerance…Standard

Merit I Real Estate-High Value 2.20% + $0.10 High Value 6 Authorization and settlement MCC must match 6 MCC does not match…Standard

UCAF ―SecureCode‖-Credit 1.58% + $0.10 Consumer Credit 1 Key enter transaction 1 N/A

UCAF ―SecureCode‖-Debit 1.05% + $0.15 Non-PIN Debit 2 Merchant is enrolled in UCAF and cardholder is not 2 N/A

UCAF ―SecureCode‖-World Card 1.73% + $0.10 World Card 3 Available to all except Automated Fuel Dispenser (MCC 5542). Consumer debit rates available to all except Direct Marketing - Insurance Services (MCC 5960), Insurance Sales, Underwriting and Premiums (MCC 6300) and Real Estate Agents and Managers - Rentals (MCC 6513). World Card, World Elite and High Value rates available to all except Travel Agencies and Tour Operations (MCC 4722) and Utilities (MCC 4900).

3 Not eligible if Automated Fuel Dispenser (MCC 5542). Not eligible for consumer debit if Direct Marketing - Insurance Services (MCC 5960), Insurance Sales, Underwriting and Premiums (MCC 6300) and Real Estate Agents and Managers - Rentals (MCC 6513). Not eligible for World, World Elite and High Value if Travel Agencies and Tour Operations (MCC 4722) and Utilities (MCC 4900).

UCAF ―SecureCode‖-World Elite 2.20% + $0.10 World Elite 4 Settle within 1 day 4 Exceeds timeliness…1 day…Merit I …2 days…Standard

UCAF ―SecureCode‖-Enhanced 1.73% + $0.10 Enhanced 5 Internet transactions must include UCAF Collection Indicator of ―1‖ and a CAT level of ―6‖

5 Missing or invalid…Standard

UCAF ―SecureCode‖-High Value 2.20% + $0.10 High Value 6 Authorization and settlement MCC must match with the exception of 4722 or 4511

6 MCC does not match in auth or clearing…Standard (excludes

4722 or 4511)

UCAF ―SecureCode‖-Interregional 1.99% Consumer Credit/Debit-Non US

Issued

7 The approval code in the clearing transaction must exactly match the approval code in the authorization log record except when the Issuer failed to return a valid approval code, or when the ―Refer to Card Issuer‖ response is received

7 Approval Code mismatch in auth & clearing…Standard

Interregional Consumer Premium UCAF 2.40% Consumer Premium - Non US Issued

8 Obtain and pass 1 valid electronic authorization* 8 No authorization or missing authorization date …Standard

(Universal Cardholder Authentication Field) 9 Security Code Indicator/Security Protocol Indicating merchant participating

9 Security Code Indicator/Security Protocol missing…Standard




Rate





Full UCAF ―SecureCode‖-Credit 1.68% + $0.10 Consumer Credit 1 Key enter transaction 1 N/A

Full UCAF ―SecureCode‖-Debit 1.15% + $0.15 Non-PIN Debit 2 Merchant is enrolled in UCAF and transaction is fully authenticated by the cardholder entering his/her SecureCode

2 N/A

Full UCAF ―SecureCode‖-World Card 1.83% + $0.10 World Card 3 Available to all except Automated Fuel Dispenser (MCC 5542). Consumer debit rates available to all except Direct Marketing - Insurance Services (MCC 5960), Insurance Sales, Underwriting and Premiums (MCC 6300) and Real Estate Agents and Managers - Rentals (MCC 6513). World Card, World Elite and High Value rates available to all except Travel Agencies and Tour Operations (MCC 4722) and Utilities (MCC 4900).

3 Not eligible if Automated Fuel Dispenser (MCC 5542). Not eligible for consumer debit if Direct Marketing - Insurance Services (MCC 5960), Insurance Sales, Underwriting and Premiums (MCC 6300) and Real Estate Agents and Managers - Rentals (MCC 6513). Not eligible for World, World Elite and High Value if Travel Agencies and Tour Operations (MCC 4722) and Utilities (MCC 4900).

Full UCAF ―SecureCode‖-World Elite 2.30% + $0.10 World Elite 4 Settle within 1 day 4 Exceeds timeliness 1 day…Merit I…2 days...Standard

Full UCAF ―SecureCode‖-Enhanced 1.83% + $0.10 Enhanced 5 Internet transactions must include UCAF Collection Indicator of ―2‖ and a CAT level of ―6‖

5 Missing or invalid…Standard

Full UCAF ―SecureCode‖-High Value 2.30% + $0.10 High Value 6 Authorization and settlement MCC must match with the exception of 4722 or 4511

6 MCC does not match in auth or clearing… Standard(excludes

4722 or 4511)

Full UCAF ―SecureCode‖-Interregional 2.09% Consumer Credit/Debit-Non US

Issued

7 The approval code in the clearing transaction must exactly match the approval code in the authorization log record except when the Issuer failed to return a valid approval code, or when the ―Refer to Card Issuer‖ response is received

7 Approval Code mismatch in auth & clearing…Standard

Interregional Consumer Premium Full UCAF 2.40% Consumer Premium - Non US Issued


(Universal Cardholder Authentication Field) 9 Security Code Indicator/Security Protocol Indicating merchant participating

9 Security Code Indicator/Security Protocol missing…Standard




Rate





Public Sector-Credit 1.55% + $0.10 Consumer Credit 1 Available to Courts (MCC 9211), Fines (MCC 9222), Bail Bonds (MCC 9223), Taxes (MCC 9311), Government not elsewhere classified (MCC 9399), Transportation (MCC 4111), Passenger Railways (MCC 4112), Bridge/Road Fees & Tolls (MCC 4784), and Postal Services-Government only (MCC 9402)

1 Only eligible if Court, Fines, Bail Bonds, Taxes, Government not elsewhere classified, Transportation, Passenger Railways, Bridge/Road Fees & Tolls and Postal Services-Government only


signature****** when the transaction is face-to-face2 N/A

Public Sector-World 1.55% + $0.10 World Card 3 Obtain and pass 1 valid electronic authorization* 3 No authorization or missing authorization date …Standard

Public Sector-World Elite 1.55% + $0.10 World Elite 4 Authorize and settle within 2 days 4 Exceed timeliness…Standard

Public Sector-Enhanced 1.55% + $0.10 Enhanced 5 Authorization and settlement MCC must match 5 MCC does not match…Standard

Public Sector-High Value 1.55% + $0.10 High Value 6 Can settle within 10% of authorized amount 6 Exceed tolerance…Standard

7 Passenger Railways (MCC 4112) must include Passenger Name, Ticket Number, Issuing Carrier and Itinerary Data in settlement***

7 Missing Ticket number, Issuing Carrier…Standard…Missing

itinerary Data…Merit I

Supermarket-Credit 1.48% + $0.05 Consumer Credit 1 Available to Supermarkets (MCC 5411) 1 Only eligible if Supermarket

Supermarket-Debit 1.05% + $0.15 ($0.35 cap)

Non-PIN Debit 2 Swipe card, obtain customer’s signature****** 2 Key-Entered…Merit I or Key Entered

Supermarket-World Card 1.58% + $0.05 World Card 3 Obtain and pass 1 valid electronic authorization* 3 No authorization or missing authorization date …Standard

Supermarket-World Elite 1.90% + $0.05 World Elite 4 Authorize and settle within 1 day 4 Exceed timeliness… 1 Day Merit I…2 days Standard

Supermarket-Enhanced 1.48% + $0.05 Enhanced 5 Can settle within 10% of authorized amount 5 Exceed tolerance…Standard

Supermarket-High Value 1.90% + $0.05 High Value 6 Must have Supermarket (S) code 6 Missing indicator…Merit III





Rate





Convenience-Credit 1.90% Consumer Credit 1 Available to Miscellaneous Movie Theaters (MCC 7832), Fast Food Restaurants (MCC 5814), Misc. Food Stores (MCC 5499), and Taxicabs & Limousines (MCC 4121)

1 Only eligible if Miscellaneous Movie Theaters, Fast Food Restaurants, Misc. Food Stores and Taxicabs & Limousines

Convenience-World Card 2.00% World Card 2 Swipe card or customer initiates a Card Activated Terminal (CAT), obtain customer’s signature****** when the transaction

is face-to-face

2 Key-entered…Key Entered or Merit I

Convenience-World Elite 2.00% World Elite 3 If transaction is under $25 and ―Q‖ code on account no

signature required3 N/A

Convenience-Enhanced 1.90% Enhanced 4 Obtain and pass 1 valid electronic authorization* 4 No authorization or missing authorization date …Standard

Convenience-High Value 2.00% High Value 5 Authorize and settle within 1 day 5 Exceed timeliness… 1 Day Merit I…2 days Standard

6 Require a CAT Level of ―7‖ or space for Cardholder Activated

Terminals6 Missing/invalid CAT…Merit III

7 $25.00 transaction limit 7 Exceeds transaction limit…Merit III

8 Misc. Food Stores (MCC 5499) and Movie Theaters (MCC 7832) can settle within 10% of the authorized amount for transactions over $10.00. Restaurants (MCC 5814) and Taxicabs & Limousines (MCC 4121) are exempt from transaction tolerance.

8 Exceeds tolerance…Standard


Passenger Transport-Credit 1.75% + $0.10 Consumer Credit 1 Available to Airlines (MCCs 3000-3299, 4511) and Travel Agencies (MCC 4722) for authorization. Available to Airlines (MCCs 3000-3299, 4511) for settlement.

1 Only eligible if Airlines or Travel Agencies (authorization record only)

Passenger Transport-Debit 1.60% + $0.15 Non-PIN Debit 2 Swipe or key-enter transaction, obtain customer’s signature


Passenger Transport-Enhanced 1.90% + $0.10 Enhanced 3 Obtain and pass 1 valid electronic authorization* 3 No authorization or missing authorization date …Standard

4 Settle within 8 days 4 Exceed timeliness… Standard

5 Transaction must include Passenger Name, Ticket Number, Issuing Carrier and Itinerary Data in settlement***



Consumer Standard-Credit 2.95% + $0.10 Consumer Credit 1 Swipe or key-enter transaction, obtain customer signature****** when the transaction is face-to-face

1 No downgrade from Standard

Consumer Standard-Debit 1.90% + $0.25 Non-PIN Debit 2 Electronic authorization not required 2 No downgrade from Standard

Consumer Standard-World Card 2.95% + $0.10 World Card 3 Settle within 29 days 3 No downgrade from Standard

Consumer Standard-World Elite 3.25% + $0.10 World Elite

Consumer Standard-Enhanced 2.95% + $0.10 Enhanced

Consumer Standard-High Value 3.25% + $0.10 High Value




Rate





Petroleum-Credit 1.90% ($0.95 cap)

Consumer Credit 1 Available to Service Stations (MCC 5541) or Automated Fuel Dispensers (MCC 5542)

1 Only eligible if a Service Station or Automated Fuel Dispenser

Petroleum-World Card 2.00% ($0.95 cap)

World Card 2 Swipe card, obtain customer’s signature****** 2 Key-entered or missing transponder…Key Entered

Petroleum-World Elite 2.00% ($0.95 cap)

World Elite 3 Authorize and settle within 1 day 3 Exceed timeliness…1 day...Merit I…2 days…Standard

Petroleum-Enhanced 1.90% ($0.95 cap)

Enhanced 4 Obtain and pass 1 valid electronic authorization* 4 No authorization or missing authorization date …Standard

Petroleum-High Value 2.00% ($0.95 cap)

High Value 5 MCC 5542 Magnetic Stripe read requires CAT Level of '1' or '2'. Transponder read requires CAT Level of '7'.

5 Missing/invalid CAT level…Standard

Service Station-Debit 0.70% + $0.17 ($0.95 cap)

Non-PIN Debit 6 Authorization and settlement MCC must match 6 MCC does not match…Standard

Petroleum / Automated Fuel Dispenser-Debit

0.70% + $0.17 ($0.95 cap)

Non-PIN Debit

Emerging Market-Debit 0.80% + $0.25 Non-PIN Debit 1 Available to Government (MCC 9211, 9222, 9223, 9311, 9399), Schools (MCC 8211, 8220, 8299), Utilities (MCC 4900, 4899), Insurance (MCC 6300, 5960), Transportation (MCC 4111), Passenger Railways (MCC 4112), Bridge & Road Fees/Tolls (MCC 4784), Postal Services-Government only (MCC 9402)

1 Only eligible if Government, Schools, Utilities, Insurance, Transportation, Passenger Railways, Bridges & Road Fees/Tolls or Postal Services-Government only




4 Authorize and settle within 2 days 4 Exceed timeliness… Standard


6 Can settle within 10% of authorized amount 6 Exceed tolerance…Standard

7 Passenger Railways (MCC 4112) must include Passenger Name, Ticket Number, Issuing Carrier and Itinerary Data in settlement***



Restaurant-Debit 1.19% + $0.10 Non-PIN Debit 1 Available to Restaurants (MCC 5812) & Fast Food Restaurants (MCC 5814)


2 Swipe card, obtain customer’s signature****** 2 Key-entered…Key Entered or Merit I

3 Authorize and settle within 1 day 3 Exceeds timeliness…1 day...Merit I…2 days…Standard

4 Obtain and pass 1 valid electronic authorization* 4 No authorization or missing authorization date…Standard





Rate





Small Ticket-Debit 1.55% + $0.04 Non-PIN Debit 1 Available to Local Commuter Transport (MCC 4111), Taxicab & Limousine Service (MCC 4121), Parking Lots (MCC 7523), Video Rental (MCC 7841), Theaters (MCC 7832), Misc Food Stores (MCC 5499), Restaurants (MCC 5812) & Fast Food Restaurants (MCC 5814); Bus Lines (MCC 4131), Bridge & Road Tolls (MCC 4784), News Dealers & Newsstands (MCC 5994), Laundry Services (MCC 7211), Dry Cleaners (MC 7216), Quick Copy, Reproduction & Blueprinting Services (MCC 7338), Car Washes (MCC 7542), Postal Services-Govt Only (9402)

1 Only eligible if Local Commuter Transport, Taxicab & Limousine Service, Parking Lots, Video Rental, Theaters, Misc Food Stores, Restaurants & Fast Food Restaurants; Bus Lines, Bridge & Road Tolls, News Dealers & Newsstands, Laundry Services, Dry Cleaners, Quick Copy, Reproduction & Blueprinting Services, Car Washes, Postal Services-Govt Only

2 Swipe card, obtain customer’s signature****** 2 Key-entered…Merit I

3 Obtain and pass 1 valid electronic authorization* 3 No authorization or missing authorization data …Standard

4 Authorize and settle within 1 day 4 Exceed timeliness…1 day...Merit I…2 days…Standard

5 Restaurants (MCC 5812, 5814) and Taxicabs & Limousines (MCC 4121) are exempt from transaction tolerance, others can settle within 10%

5 Exceeds tolerance …Standard

6 Must be equal to or less than $15.00 6 Exceeds transaction amount…Merit III or Restaurant Debit

7 Authorization and settlement MCC must match 7 MCC does not match…Standard.

Utility-Credit $0.65 Consumer Credit 1 Swipe or key-enter transaction, obtain customer’s


Utility-Debit $0.45 Non-PIN Debit 2 Obtain and pass 1 valid electronic authorization* 2 No authorization or missing authorization data…Standard

Utility-World Card $0.65 World Card 3 Available to utility merchants with MCC 4900 (water, gas, electrical, sanitation)

3 Only eligible if a utility company (MCC 4900)

Utility-World Elite $0.75 World Elite 4 Authorize and settle within 1 day 4 Exceeds timeliness...1 day…Merit I. Otherwise…Standard

Utility-Enhanced $0.65 Enhanced 5 Can settle within 10% of authorized amount 5 Exceeds tolerance…Standard

Utility-High Value $0.75 High Value 6 Authorization and settlement MCC must match 6 MCC does not match…Standard.

Utility-Business $1.50 Business

Utility-World Business $1.50 World Business

Utility-World Elite Business $1.50 World Elite Business

Utility - Business Enhanced $1.50 Business Enhanced




Rate





T&E-World 2.30% + $0.10 World Card 1 Swipe or key-enter transaction, obtain customer’s signature


T&E-World Elite 2.75% + $0.10 World Elite 2 Obtain and pass 1 valid electronic authorization* 2 No authorization or missing authorization date …Standard

T&E-High Value 2.75% + $0.10 High Value 3 Settle within 2 days, Hotels, Car Rental Agencies & Cruise Lines are exempt from timeliness edits

3 Exceed timeliness…Standard


5 T&E*** merchants only 5 Only eligible if a T&E*** merchant

6 Vehicle Rental merchants must include the Rental Agreement number and Return Location ID

6 Rental Agreement number and Return Location ID not present…Standard

7 MCC 5812 transaction must be greater than $60.00 7 Less than or equal to $60.00…World/World Elite Restaurant

Restaurant-World 1.73% + $0.10 World Card 1 Available to Restaurants (MCC 5812) with a transaction amount equal to or less than $60.00

1 MCC 5812 and greater than $60.00…World/World Elite MC

T&E***

Restaurant-World Elite 2.20% + $0.10 World Elite 2 Swipe card, obtain customer’s signature 2 Key-entered…Key Entered or Merit I

Restaurant-High Value 2.20% + $0.10 High Value 3 Authorize and settle within 1 day 3 Exceeds timeliness…1 day...Merit I…2 days…Standard



Airline -World Card 2.30% + $0.10 World Card 1 Available to Airline merchants (MCC 3000-3299, 4511) 1 Only eligible if an Airline

Airline-World Elite 2.30% + $0.10 World Elite 2 Swipe or key-enter transactions, obtain customer’s signature


Airline-High Value 2.30% + $0.10 High Value 3 Obtain and pass 1 valid electronic authorization* 3 No authorization or missing authorization date …Standard

4 Settle within 2 days 4 Exceed timeliness…Standard

5 Transaction must include Passenger Name, Ticket Number, Issuing Carrier and Itinerary Data in settlement***

5 Missing ticket number, issuing carrier…Standard…Missing

itinerary data…Merit I


Interregional Consumer Electronic******* 1.65% Consumer Credit/Debit-Non US

Issued

1 Swipe card, obtain customer’s signature****** 1 Key-entered…Interregional Standard

Interregional Consumer Premium Electronic 2.40% Consumer Premium - Non US Issued

2 Obtain and pass 1 valid electronic authorization* 2 No authorization or missing authorization date …Interregional

Standard

3 Settle within 4 days 3 Exceed timeliness… Interregional Standard

4 Can settle within 10% of authorized amount 4 Exceed authorization tolerance…Interregional Standard

5 MO/TO MCC’s (5960, 5962, 5964, 5965, 5966, 5967, 5968, or

5969) and Automated Fuel Dispenser (MCC 5542) not eligible 5 MO/TO or AFD MCC…Interregional Standard

6 Authorization and settlement MCC must match 6 MCC does not match…Interregional Standard




Rate





Interregional Consumer Standard******* 2.15% Consumer Credit/Debit-Non US

Issued

1 Swipe or key-enter transaction, obtain customer signature****** when the transaction is face-to-face

1 No downgrade from Interregional Standard

Interregional Consumer Premium Standard 2.40% Consumer Premium - Non US Issued

2 Settle within 29 days 2 No downgrade from Interregional Standard

Travel Premier Service (TIPS)-Credit 1.58% + $0.10 Consumer Credit 1 Merchants with a Non-Generic T&E*** MCC code (except cruise lines MCC 4411)

1 Only eligible if a Non-Generic T&E*** MCC

Travel Premier Service (TIPS)-Debit 1.36% + $0.15 Non-PIN Debit 2 Key-enter transaction on subsequent stays with signature on file

2 N/A

Travel Premier Service (TIPS)-Enhanced 1.90% + $0.10 Enhanced 3 Obtain and pass 1 valid electronic authorization* 3 No authorization or missing authorization date…Standard

4 Settle within 1 day 4 Exceed timeliness… 1 Day Merit I…2 days Standard

5 Registered with MasterCard, Preferred Customer indicator must be present

5 Missing Preferred Customer indicator …Merit I

6 Transaction must include settlement detail addendum 6 Missing detail addendum…Merit I


Service Industries Incentive Program (SIIP)-Credit

1.15% + $0.05 Consumer Credit 1 Key-enter transaction 1 Swiped… Merit III

Service Industries Incentive Program (SIIP)-Debit

1.15% + $0.05 Non-PIN Debit 2 Available to Cable & Telecommunication (MCC 4814, 4899) merchants

2 Only eligible if Cable & Telecommunication

Service Industries Incentive Program (SIIP)-World Card

1.15% + $0.05 World Card 3 Obtain and pass 1 valid electronic authorization* 3 No authorization or missing authorization date … Standard

Service Industries Incentive Program (SIIP)-World Elite

1.15% + $0.05 World Elite 4 Authorize and settle within 1 day 4 Exceed timeliness… 1 Day Merit I…2 days Standard

Service Industries Incentive Program (SIIP)-Enhanced

1.15% + $0.05 Enhanced 5 Can settle within 10% of authorized amount 5 Exceeds tolerance…Standard

Service Industries Incentive Program (SIIP)-High Value

1.15% + $0.05 High Value 6 Must be registered with MasterCard and Recurring Payments indicator must be present

6 No recurring indicator…Merit I


Rewards Redemption 0.90% + $0.00 Redemption Debit Card

1 Swipe or key-enter transaction, obtain customer signature****** when the transaction is face-to-face

1 N/A


3 Settle within 29 days 3 Exceed timeliness… Standard




Rate





Commercial T&E III - Corporate 2.20% +$0.10 Corporate 1 Available to T&E*** merchants; Restaurants are not eligible - Best Commercial card rate for T&E***

1 Obtain eligible if not a T&E*** merchant

Commercial T&E III - Business 2.30% + $0.10 Business 2 Swipe or key-enter transaction, obtain customer’s signature


Commercial T&E III - Purchase 2.50% +$0.10 Purchasing/Fleet 3 Obtain and pass 1 valid electronic authorization* 3 No authorization or missing authorization date…Corp Standard

Commercial T&E III - World Corporate 2.20% + $0.10 World Corporate 4 Settle within 2 days, Airline 8 days 4 Exceed timeliness…Corp Standard

Commercial T&E III - World Business 2.47% +$0.10 World Business 5 Must pass industry specific T&E*** II & III criteria 5 Missing T & E III Data…Corp T & E II…If missing T & E II

Data…Corp T & E I.

Commercial T&E III - World Elite Corporate 2.20% + $0.10 World Elite Corporate 6 Authorization and settlement MCC must match 6 MCC does not match…Standard

Commercial T&E III - World Elite Business 2.52% +$0.10 World Elite Business 7 Exempt from amount tolerance 7 N/A

Commercial T & E III - Business Enhanced 2.42% + $0.10 Business Enhanced

Commercial T&E II - Corporate 2.25% +$0.10 Corporate 1 Available to T&E*** merchants; Restaurants are not eligible 1 Obtain eligible if not a T&E*** merchant

Commercial T&E II - Business 2.35% + $0.10 Business 2 Swipe or key-enter transaction, obtain customer’s signature


Commercial T&E II - Purchase 2.55% +$0.10 Purchasing/Fleet 3 Obtain and pass 1 valid electronic authorization* 3 No authorization or missing authorization date…Corp Standard

Commercial T&E II - World Corporate 2.25% +$0.10 World Corporate 4 Settle within 2 days, Airline 8 days 4 Exceed timeliness…Corp Standard

Commercial T&E II - World Business 2.52% +$0.10 World Business 5 Must pass industry specific T&E*** II criteria 5 Not T&E*** criteria…Corp T&E I

Commercial T&E II - World Elite Corporate 2.25% +$0.10 World Elite Corporate 6 Authorization and settlement MCC must match 6 MCC does not match…Standard

Commercial T&E II - World Elite Business 2.57% +$0.10 World Elite Business 7 Exempt from amount tolerance 7 N/A

Commercial T & E II - Business Enhanced 2.47% + $0.10 Business Enhanced

Commercial T&E I - Corporate 2.40% Corporate 1 Available to T&E*** merchants 1 Only eligible if a T&E*** merchant

Commercial T&E I - Business 2.50% Business 2 Swipe or key-enter transaction, obtain customer’s signature


Commercial T&E I - Purchase 2.70% Purchasing/Fleet 3 Obtain and pass 1 valid electronic authorization* 3 No authorization or missing authorization date …Corporate

Standard

Commercial T&E I - World Corporate 2.40% World Corporate 4 Settle within 2 days, Airline 8 days 4 Exceed timeliness…Corporate Standard

Commercial T&E I - World Business 2.67% World Business 5 Authorization and settlement MCC must match 5 MCC does not match…Corporate Standard

Commercial T&E I - World Elite Corporate 2.40% World Elite Corporate 6 Exempt from amount tolerance 6 N/A

Commercial T&E I - World Elite Business 2.72% World Elite Business

Commercial T & E I - Business Enhanced 2.62% Business Enhanced




Rate





T&E Large Ticket - World Elite 2.00% Consumer World Elite 1 Available to T&E*** merchants 1 Only eligible if a T&E*** merchant

T&E Large Ticket - High Value 2.00% High Value 2 Swipe or key-enter transaction, obtain customer’s signature


3 Obtain and pass 1 valid electronic authorization* 3 No authorization or missing authorization date …Corporate

Standard

4 Must be equal to or greater than $2500.00 4 Less than $2500.00…Corp T&E III, Corp T&E II, or Corp T&E I

5 Settle within 1 day 5 Exceed timeliness…Corporate Standard

Commercial Data Rate III - Corporate 1.80% + $0.10 Corporate 1 Swipe or key-enter transaction, obtain customer’s

signature****** when transaction is face-to-face1 N/A

Commercial Data Rate III - Business 1.80% + $0.10 Business 2 Non-T&E*** merchant 2 T&E*** MCC…Corporate T&E*** I or Corporate T&E*** II

Commercial Data Rate III - Purchase 1.80% + $0.10 Purchasing/Fleet 3 Obtain and pass 1 valid electronic authorization* 3 No authorization or missing authorization date…Corp Standard

Commercial Data Rate III - World Corporate 1.80% + $0.10 World Corporate 4 Settle within 2 days 4 Exceed timeliness… Corp Standard

Commercial Data Rate III - World Business 1.97% + $0.10 World Business 5 Must pass Level II and Level III Data** 5 Missing Level III Data…Corp Data Rate II…If missing Level II

Data…Corp Data Rate I

Commercial Data Rate III - World Elite Corporate

1.80% + $0.10 World Elite Corporate 6 Authorization and settlement MCC must match 6 MCC does not match…Corp Standard

Commercial Data Rate III - World Elite Business

2.02% + $0.10 World Elite Business

Commercial Data Rate III - Business Enhanced

1.92% + $0.10 Business Enhanced




Rate





Commercial Large Ticket I - Corporate 1.25% + $40.00 Corporate 1 Swipe or key-enter transaction, obtain customer’s signature


Commercial Large Ticket I - Business 1.25% + $40.00 Business 2 Non-T&E*** merchants 2 T&E*** MCC…Corp T&E*** I or Corp T&E*** II

Commercial Large Ticket I - Purchase 1.25% + $40.00 Purchasing 3 Obtain and pass 1 valid electronic authorization* 3 No authorization or missing authorization date…Corp Standard

Commercial Large Ticket I - Fleet 1.25% + $40.00 Fleet at Fuel Merchants

4 Settle within 1 day 4 Exceed timeliness…1 day Corp Data Rate II…2 days…Corp

Standard

Commercial Large Ticket I - World Corporate

1.25% + $40.00 World Corporate 5 For Commercial Large Ticket I (Corporate, Business, Purchase, World Corporate, World Elite Corporate, World Business and World Elite Business) transaction must be greater than $7,254.55 and less than/equal to $25,000. For Commercial Large Ticket I (Fleet) transaction must be greater than $4,987.50 and less than/equal to $25,000.

5 Under minimum transaction amount…Corp Data Rate III.

Exceeds maximum transaction amount…Commercial Card Large

Ticket II or III.

Commercial Large Ticket I - World Business 1.42% + $40.00 World Business 6 Can settle within 25% of the authorized amount. AFD (MCC 5542), Bars (MCC 5813), and Fast Food Restaurants (MCC 5814) are exempt from the tolerance test.

6 Exceeds tolerance …Corp Standard

Commercial Large Ticket I - World Elite Corporate

1.25% + $40.00 World Elite Corporate 7 Must pass Level II & III Data** 7 Level III Data missing but Level II present…Corp Data Rate II…If

missing Level II and Level III…Corp Data Rate I or Corp

Standard.

Commercial Large Ticket I - World Elite Business

1.47% + $40.00 World Elite Business 8 Authorization and settlement MCC must match 8 MCC does not match…Corp Standard

Commercial Large Ticket I - Business Enhanced

1.37% + $40.00 Business Enhanced 9 Fuel detail addendum data***** required for Fleet cards 9 Missing Fuel detail addendum data…Commercial Card Standard




Rate





Commercial Large Ticket II - Corporate 1.25% + $40.00 Corporate 1 Swipe or key-enter transaction, obtain customer’s signature


Commercial Large Ticket II - Business 1.25% + $40.00 Business 2 Non-T&E*** merchants 2 T&E*** MCC…Corp T&E*** I or Corp T&E*** II

Commercial Large Ticket II - Purchase 1.25% + $40.00 Purchasing 3 Obtain and pass 1 valid electronic authorization* 3 No authorization or missing authorization date…Corp Standard

Commercial Large Ticket II - Fleet 1.25% + $40.00 Fleet 4 Settle within 1 day 4 Exceed timeliness…1 day Corp Data Rate II…2 days…Corp

Standard

Commercial Large Ticket II - World Corporate

1.25% + $40.00 World Corporate 5 Transaction must be greater than $25,000.00 but less than/equal to $100,000

5 Under $25,000…Commercial Card Large Ticket I or Corp Data

Rate III. If greater than $100,000…Commercial Card Large

Ticket III.

Commercial Large Ticket II - World Business

1.42% + $40.00 World Business 6 Can settle within 25% of the authorized amount. AFD (MCC 5542), Bars (MCC 5813), and Fast Food Restaurants (MCC 5814) are exempt from the tolerance test.


Commercial Large Ticket II - World Elite Corporate



Standard.

Commercial Large Ticket II - World Elite Business


Commercial Large Ticket II - Business Enhanced


Commercial Large Ticket III - Corporate 1.25% + $40.00 Corporate 1 Swipe or key-enter transaction, obtain customer’s signature


Commercial Large Ticket III - Business 1.25% + $40.00 Business 2 Non-T&E*** merchants 2 T&E*** MCC…Corp T&E*** I or Corp T&E*** II

Commercial Large Ticket III - Purchase 1.25% + $40.00 Purchasing 3 Obtain and pass 1 valid electronic authorization* 3 No authorization or missing authorization date…Corp Standard

Commercial Large Ticket III - Fleet 1.25% + $40.00 Fleet 4 Settle within 1 day 4 Exceed timeliness…1 day Corp Data Rate II…2 days…Corp

Standard

Commercial Large Ticket III - World Corporate

1.25% + $40.00 World Corporate 5 Transaction must be greater than $100,000.00 5 Under $100,000…Commercial Card Large Ticket I or II or Corp

Data Rate III.

Commercial Large Ticket III - World Business

1.42% + $40.00 World Business 6 Can settle within 25% of the authorized amount. AFD (MCC 5542), Bars (MCC 5813), and Fast Food Restaurants (MCC 5814) are exempt from the tolerance test.


Commercial Large Ticket III - World Elite Corporate



Standard.

Commercial Large Ticket III - World Elite Business


Commercial Large Ticket III - Business Enhanced





Rate





Commercial Data Rate II Petroleum - Corporate

2.05% + $0.10 Corporate 1 Swipe or Key-enter transaction, obtain customer’s

signature****** when transaction is face-to-face 1 N/A

Commercial Data Rate II Petroleum - Business

2.05% + $0.10 Business 2 Obtain and pass 1 valid electronic authorization* 2 No authorization or missing authorization date…Corp Standard

Commercial Data Rate II Petroleum - Purchase

2.05% + $0.10 Purchasing 3 Settle within 2 days for Commercial Data Rate II 3 Exceed timeliness …Corp Standard

Commercial Data Rate II Petroleum - Fleet 2.05% + $0.10 Fleet 4 Non-T&E*** merchant 4 T&E*** MCC…Corp T&E*** I or Corp T&E*** II

Commercial Data Rate II Petroleum - World Corporate

2.05% + $0.10 World Corporate 5 Must pass Level II Data** 5 Missing Level II Data…Corp Data Rate I

Commercial Data Rate II Petroleum - World Business

2.22% + $0.10 World Business 6 Authorization and settlement MCC must match 6 MCC does not match…Corp Standard

Commercial Data Rate II Petroleum - World Elite Corporate

2.05% + $0.10 World Elite Corporate 7 Can settle within 10% of authorized amount 7 Exceeds tolerance…Corp Standard

Commercial Data Rate II Petroleum - World Elite Business

2.27% + $0.10 World Elite Business 8 Available to Marinas, Marine Services/Supplies (MCC 4468), Service Stations [with or without Ancillary Services] (MCC 5541), Fuel Dispenser, Automated (MCC 5542), Misc Food Stores (MCC 5499), Fuel Dealers - Coal, Fuel Oil, Liquefied Petroleum, Wood (MCC 5983), Truck Stop Transactions (MCC 7511), U.K. Petrol Stations, Electronic Hot File (MCC 9752)

8 Only eligible if Marinas, Marine Services/Supplies, Service Stations [with or without Ancillary Services], Automated Fuel Dispenser, Misc Food Stores, Fuel Dealers - Coal, Fuel Oil, Liquefied Petroleum, Wood, Truck Stop Transactions, U.K. Petrol Stations, Electronic Hot File

Commercial Data Rate II Petroleum - Business Enhanced

2.17% + $0.10 Business Enhanced 9 MCC 5542 Magnetic Stripe read requires CAT Level of '1' or '2'. Transponder read requires CAT Level of '7'.


10 Fuel detail addendum data***** required for Fleet cards 10 Missing Fuel detail addendum data…Commercial Card Standard

Commercial Data Rate II - Corporate 2.15% + $0.10 Corporate 1 Key-enter transaction, obtain customer’s signature****** when

transaction is face-to-face 1 N/A

Commercial Data Rate II - Business 2.20% + $0.10 Business 2 Obtain and pass 1 valid electronic authorization* 2 No authorization or missing authorization date…Corp Standard

Commercial Data Rate II - Purchase 2.40% + $0.10 Purchasing /Electronic Payment

Account

3 Settle within 2 days 3 Exceed timeliness …Corp Standard

Commercial Data Rate II - Fleet 2.50% + $0.10 Fleet 4 Non-T&E*** merchant 4 T&E*** MCC…Corp T&E*** I or Corp T&E*** II

Commercial Data Rate II - World Corporate 2.15% + $0.10 World Corporate 5 Must pass Level II Data** 5 Missing Level II Data…Corp Data Rate I

Commercial Data Rate II - World Business 2.37% + $0.10 World Business 6 Authorization and settlement MCC must match 6 MCC does not match…Corp Standard

Commercial Data Rate II - World Elite Corporate


Commercial Data Rate II - World Elite Business


Commercial Data Rate II - Business Enhanced





Rate





Commercial Face-to-Face Petroleum - Corporate

2.05% + $0.10 Corporate 1 Swipe transaction; obtain customer's signature****** 1 Key-entered…Commercial Data Rate II Petroleum

Commercial Face-to-Face Petroleum - Business

2.05% + $0.10 Business 2 Obtain and pass 1 valid electronic authorization* 2 No authorization or missing authorization date…Corp Standard

Commercial Face-to-Face Petroleum - Purchase

2.05% + $0.10 Purchasing/Fleet 3 Settle within 1 day 3 Exceed timeliness …Corp Standard

Commercial Face-to-Face Petroleum - World Corporate

2.05% + $0.10 World Corporate 4 Non-T&E*** merchant 4 T&E*** MCC…Corp T&E*** I or Corp T&E*** II

Commercial Face-to-Face Petroleum - World Business

2.22% + $0.10 World Business 5 Must pass Level II Data** 5 Missing Level II Data…Corp Data Rate I

Commercial Face-to-Face Petroleum - World Elite Corporate

2.05% + $0.10 World Elite Corporate 6 Authorization and settlement MCC must match 6 MCC does not match…Corp Standard

Commercial Face-to-Face Petroleum - World Elite Business

2.27% + $0.10 World Elite Business 7 Can settle within 10% of authorized amount 7 Exceeds tolerance…Corp Standard

Commercial Face-to-Face Petroleum - Business Enhanced

2.17% + $0.10 Business Enhanced 8 Available to Marinas, Marine Services/Supplies (MCC 4468), Service Stations [with or without Ancillary Services] (MCC 5541), Fuel Dispenser, Automated (MCC 5542), Misc Food Stores (MCC 5499), Fuel Dealers - Coal, Fuel Oil, Liquefied Petroleum, Wood (MCC 5983), Truck Stop Transactions (MCC 7511), U.K. Petrol Stations, Electronic Hot File (MCC 9752)

8 Only eligible if Marinas, Marine Services/Supplies, Service Stations [with or without Ancillary Services], Automated Fuel Dispenser, Misc Food Stores, Fuel Dealers - Coal, Fuel Oil, Liquefied Petroleum, Wood, Truck Stop Transactions, U.K. Petrol Stations, Electronic Hot File

9 MCC 5542 Magnetic Stripe read requires CAT Level of '1' or '2'. Transponder read requires CAT Level of '7'.


10 Fuel detail addendum data***** required for Fleet cards 10 Missing Fuel detail addendum data…Commercial Card Standard

Commercial Face-to-Face - Corporate 2.15% + $0.10 Corporate 1 Swipe transaction; obtain customer's signature****** 1 Key-entered…Commercial Data Rate II

Commercial Face-to-Face - Business 2.20% + $0.10 Business 2 Obtain and pass 1 valid electronic authorization* 2 No authorization or missing authorization date…Corp Standard

Commercial Face-to-Face - Purchase 2.40% + $0.10 Purchasing 3 Settle within 1 day 3 Exceed timeliness …Corp Standard

Commercial Face-to-Face - Fleet 2.50% + $0.10 Fleet 4 Non-T&E*** merchant 4 T&E*** MCC…Corp T&E*** I or Corp T&E*** II

Commercial Face-to-Face - World Corporate

2.15% + $0.10 World Corporate 5 Must pass Level II Data** 5 Missing Level II Data…Corp Data Rate I

Commercial Face-to-Face - World Business 2.37% + $0.10 World Business 6 Authorization and settlement MCC must match 6 MCC does not match…Corp Standard

Commercial Face-to-Face - World Elite Corporate


Commercial Face-to-Face - World Elite Business


Commercial Face-to-Face - Business Enhanced





Rate





Commercial Data Rate I - Corporate 2.65% + $0.10 Corporate 1 Swiped or Key-enter transaction, obtain customer’s


Commercial Data Rate I - Business 2.65% + $0.10 Business 2 Obtain and pass 1 valid electronic authorization* 2 No authorization or missing authorization date…Corp Standard

Commercial Data Rate I - Purchase 2.65% + $0.10 Purchasing /Electronic Payment

Account

3 Must submit a valid tax id 3 Invalid tax id …Corp Standard

Commercial Data Rate I - Fleet 2.65% + $0.10 Fleet 4 Non-T&E*** merchant 4 T&E*** MCC…Corp T&E*** I or Corp T&E*** II

Commercial Data Rate I - World Corporate 2.65% + $0.10 World Corporate 5 Settle within 2 days 5 Exceed timeliness… Corp Standard

Commercial Data Rate I - World Business 2.82% + $0.10 World Business 6 Authorization and settlement MCC must match 6 MCC does not match…Standard

Commercial Data Rate I - World Elite Corporate

2.65% + $0.10 World Elite Corporate

Commercial Data Rate I - World Elite Business


Commercial Data Rate I - Business Enhanced


Commercial Standard - Corporate 2.95% + $0.10 Corporate 1 Swipe or Key-enter transaction, obtain customer’s

signature****** when transaction is face-to-face 1 No downgrade from Corporate Standard

Commercial Standard - Business 2.95% + $0.10 Business 2 Electronic authorization not required 2 No downgrade from Corporate Standard

Commercial Standard - Purchase 2.95% + $0.10 Purchasing/Fleet/Electronic Payment

Account

3 Settle within 29 days 3 No downgrade from Corporate Standard

Commercial Standard - World Corporate 2.95% + $0.10 World Corporate

Commercial Standard - World Business 3.12% + $0.10 World Business

Commercial Standard - World Elite Corporate

2.95% + $0.10 World Elite Corporate

Commercial Standard - World Elite Business


Commercial Standard - Business Enhanced 3.07% + $0.10 Business Enhanced




Rate





International Purchasing Data Rate II 2.25% Purchasing/Fleet-Non US Issued

1 Swipe or Key-enter transaction, obtain customer’s


2 Obtain and pass 1 valid electronic authorization* 2 No authorization or missing authorization date…International

Commercial Card

3 Settle within 4 days 3 Exceed timeliness …IntL Comm Card

4 Must pass Level II Data** 4 No Level II Data …IntL Comm Card

5 Fleet Cards at Fuel MCCs (5541, 5542 or 7511) are not eligible

5 N/A

International Purchasing Large Ticket 1.45% + $30.00 Purchasing/Fleet-Non US Issued



2 Obtain and pass 1 valid electronic authorization* 2 No authorization or missing authorization date …International

Commercial Card

3 Settle within 29 days 3 Exceed timeliness…International Commercial Card

4 Must be a non T&E*** merchant 4 T&E*** MCC…Corp T&E*** I or Corp T&E*** II

5 Transaction must be equal to or greater than $3,750.00 5 Less than $3,750.00 with Level II Data…Intl Purch Data Rate II

Interregional Commercial Card******* 2.55% Commercial-Non US Issued



Interregional Commercial Premium Card 2.55% Commercial Premium - Non US Issued

2 Settle within 29 days 2 No downgrade from International Corporate Standard

Consumer Debit Refund Group 1 -1.72% Non-PIN Debit 1 Must be a Non-PIN Debit card, Mail Order/Telephone or E-Commerce transaction. Transactions must be ( identified by MCC) an MCC other than Airline or Passenger Railway


Consumer Debit Refund Group 2 -1.68% Non-PIN Debit 1 Must be a Non-PIN Debit card. Transactions must be (identified by MCC) Airline or Passenger Railway


Consumer Debit Refund Group 3 -1.40% Non-PIN Debit 1 Must be a Non-PIN Debit card. This program is for face-to-face transactions


2 Transactions must be (identified) as an MCC other than Mail / Telephone Order, Airline or Passenger Railway

2 N/A

Consumer Credit Refund Group 1 -2.42% Consumer Credit 1 Must be a World MasterCard; Transactions must be (identified by MCC) Airline, Automobile / Vehicle Rental, Hotels / Motels, Passenger Railways, Cruise Lines, Travel Agencies, Restaurants, Other Lodging, Automobile Rental Agency, Truck and Utility Trailer Rentals


Consumer Credit Refund Group 2 -2.09% Consumer Credit 1 Must be a consumer card; Transactions must be (identified by MCC) Mail / Telephone Order, Utilities and Travel Agencies





Rate





Consumer Credit Refund Group 3 -1.95% Consumer Credit 1 Must be a consumer card; Transactions must be (identified by MCC) Airline Professional Services, Drug Stores, Recreation, Education, Repair Shops, Other Services or Restaurants / Bars


Consumer Credit Refund Group 4 -1.82% Consumer Credit 1 Must be a consumer card; Transactions must be (identified by MCC) Automobile / Vehicle Rental, Other Retail, Gas Stations, Hardware, Health Care, Sporting-Toy Stores, Discount Stores, Clothing Stores, Other transport services.


Consumer Credit Refund Group 5 -1.73% Consumer Credit 1 Must be a consumer card; Transactions must be (identified by MCC) Hotel / Motel, Department Stores, Electric-Appliance, Interior Furnishings, Vehicles, Quasi Cash, Food Stores-Warehouse


Corporate Credit Refund Group 1 -2.37% Commercial 1 Must be a commercial card; Transactions must be (identified by MCC) Quasi Cash, Other Transport, Food Stores-Warehouse, Discount Stores, Drug Stores, Recreation, Restaurants / Bars, Utilities


Corporate Credit Refund Group 2 -2.30% Commercial 1 Must be a commercial card; Transactions must be (identified by MCC) Automobile / Vehicle Rental, Hotel / Motel, Sporting-Toys Stores, Education, Repair Shops, Travel Agencies, Vehicle


Corporate Credit Refund Group 3 -2.21% Commercial 1 Must be a commercial card; Transactions must be (identified by MCC) Airline, Other Retail, Mail / Telephone Order, Health Care, Professional Services, Other Services, Hardware





Rate





Corporate Credit Refund Group 4 -2.16% Commercial 1 Must be a commercial card; Transactions must be (identified by MCC) Department Store, Electric-Appliances, Gas Stations, Interior Furnishings


*** Travel & Entertainment (T&E***) includes Restaurants, Hotels, Car Rentals, Passenger Transport, Cruise Lines, and Travel Agents. Industry specific T&E II data: Airline/Passenger Railways – General Ticket Information:

passenger name, ticket number, issuing carrier; Trip Leg Data: travel date, carrier code, service class code, city or origin/airport code, city of destination/airport code; Rail Data (Passenger Railway MCCs only may provide this data in place of, or in addition to Trip Leg Data): passenger name, travel date, start station, destination station, passenger description. Vehicle Rental – Vehicle Rental Detail: rental agreement number, renter name,

rental return city, rental return state/province, rental return country, return location id, return date, check-out date, customer service toll-free number. Hotel/Motel – Lodging Summary: customer service toll-free number, arrival

date, departure date, folio number, property phone number. Industry specific T&E III data consists of T&E II data plus the following: Airline/Passenger Railways – General Ticket Information: total fare; Trip Leg Data: stop

over code, fare basis code, flight number, departure time; Rail Data (Passenger Railway MCCs only may provide this data in place of, or in addition to Trip Leg Data): ticket number, service type. Vehicle Rental – Vehicle

Rental Detail: rental rate, rental location city, rental location state/province, rental location country, rental class id, tax exempt indicator, days rented. Hotel/Motel – Lodging Summary: room rate, room tax, total room nights,

fire safety act indicator.

**** The numeric bullet point in the ―Primary Qualification Criteria‖ column corresponds to the numeric bullet point in the ―Possible Downgrade Reason‖ column within the same row. This column lists the next possible

downgrade Interchange level when the qualifying criteria is not met. For example, if a transaction is key-entered the next downgrade interchange level would be either Merit I or Key-Entered--Merit III—Key Entered…Merit I or

Key Entered

******If transaction is $25 or less no signature required if Local and Suburban Commuter Passenger Transportation, including Ferries (MCC 4111), Bus Lines (MCC 4131), Toll and Bridge Fees (MCC 4784), Passenger Railways (MCC 4112), Drug Stores and Pharmacies (MCC 5912), Miscellaneous Food Stores-Convenience Stores and Specialty Markets (MCC 5499), Parking Lots and Garages (MCC 7523), Motion Picture Theaters (MCC 7832), Fast Food Restaurants (MCC 5814), Postal Services (MCC 9402) and Service Stations (with or without ancillary services) (MCC 5541). Grocery Stores and Supermarkets (MCC 5411), Record Shops (MCC 5735) Book Stores (MCC 5942), News Dealers and Newsstands (MCC 5994), Dry Cleaners (MCC 7216), DVD/Video Tape Rental Stores (MCC 7841), Quick Copy, Reproduction and Blueprinting Services (MCC 7338) and Car Washes (MCC 7542). If transaction is under $50 no signature required if Taxicabs and Limousines (MCC 4121).

********Terminal Type = CT6; POS Terminal PAN Entry Mode = 81; Electronic Commerce Level of Security = 21, 23, or 91; POS Cardholder Presence Indicator = 5; Cardholder-Activated Terminal Level Indicator = 6

*****Fuel Detail Addendum Data requires Oil Company Brand Name, Purchase Time, Motor Fuel Information, Odometer Reading, Vehicle Number, Driver Number/Id Number and Product Type Code.

*******MC International interchange programs include the MC Acquirer Program Support Fee.

** Level II Data requires a valid sales tax amount, tax indicator and valid tax id. Sales tax must be between 0.1% and 30%. If tax exempt ($0 entered as tax amount or blank) will clear at Commercial Data Rate I (Corporate/Business/Purchase/Fleet/World Corporate/World Business/World Elite Corporate/World Elite Business/Enhanced Business ) (MC Data Rate III and MC Large Ticket Programs are exempt). Purchasing cards require a customer code. Level III Data is line item detail, which includes item description, item quantity, item unit of measure, product code, credit and debit indicator, extended item amount. Equipment must be programmed to recognize Commercial/Corporate Cards.

* Valid electronic authorization is obtained through a terminal or software. When an electronic authorization is obtained, all required authorization data & qualifying criteria must be present at settlement, including banknet reference number and date, etc.


Visa, MasterCard, and Discover Network Interchange levels, rates, qualification criteria and downgrade reasons are not all inclusive and apply to merchants processing in the U.S. For a complete list call the number on your merchant statement.


Rate

PSL - Recurring Payments-Credit 1.20% + $0.05 Credit 1 Swipe or key-enter transaction, obtain customer’s signature***


PSL - Recurring Payments-Debit 1.20%+ $0.05 Debit 2 Obtain and pass 1 valid electronic authorization* 2 Not electronic auth…Base Submission Level

PSL - Recurring Payments-Rewards 1.20% + $0.05 Rewards 3 Authorize and settle within 1 day 3 Exceed Timeliness…2 days Mid Submission Level…3 days Base

Submission Level

PSL - Recurring Payments-Premium 1.20% + $0.05 Premium 4 Available to Emerging Markets (MCCs 6300, 4899), Utilities (MCC 4900), Telecom Equipment & Telephone Sales (MCC 4812), Phone Services/Equipment/Utilities (MCC 4814), Direct Marketing-Insurance Services (MCC 5960), Direct Marketing-Continuity/Subscription (MCC 5968), Health and Beauty Spas (MCC 7298), Membership Clubs-Country Clubs, Golf (MCC 7997), Automobile Associations (MCC 8675), Member Organizations Not Classified (MCC 8699)

4 Only eligible if an Emerging Market , Utilities, Telecom Equipment & Telephone Sales, Phone Services/Equipment/Utilities, Direct Marketing-Insurance Services, Direct Marketing-Continuity/Subscription, Health and Beauty Spas, Membership Clubs-Country Clubs, Golf, Automobile Associations, Member Organizations Not Classified

(Prime Submission Level) 5 For Card Present…Installment Payment Indicator must be

present. For Card Not Present…AVS** and Recurring Billing

Indicator must be present

5 Indicators and/or AVS missing…refer to appropriate PSL Level

6 Can settle within 10% of the authorized amount 6 Exceed Tolerance…Base Submission Level

PSL - Utilities-Credit $0.75 Credit 1 Swipe or key-enter transaction, obtain customer’s signature***


PSL - Utilities-Debit $0.75 Debit 2 Available to Utilities (MCC 4900) 2 Not MCC 4900…refer to appropriate PSL Level

PSL - Utilities-Rewards $0.75 Rewards 3 Authorize and settle within 1 day 3 Exceed timeliness…2 days Mid Submission Level - Utilities,

Commercial Electronic…3 days Base Submission Level - Utilities,

Commercial Base Submission Level

PSL - Utilities-Premium $0.75 Premium 4 Obtain and pass 1 valid electronic authorization* 4 Not electronic authorization…Base Submission Level - Utilities,

Commercial Base Submission Level

PSL - Utilities-Commercial $1.50 Commercial 5 Can settle within 10% of the authorized amount 5 Exceed Tolerance…Base Submission Level - Utilities, Commercial

Base Submission Level

Discover® Network Interchange Levels

Primary Qualification Criteria Possible Downgrade Reasons****






Rate




PSL - Retail-Credit 1.56% + $0.10 Credit 1 Swipe card, obtain customer’s signature*** 1 Key-entered…Key Entry, Card Not Present/Ecommerce, Mid

Submission Level or Base Submission Level.

PSL - Retail-Debit 1.02% + $0.16 Debit 2 Authorize and settle within 1 day 2 Exceed Timeliness…2 days Mid Submission Level…3 days Base

Submission Level

PSL - Retail-Rewards 1.71% + $0.10 Rewards 3 Obtain and pass 1 valid electronic authorization* 3 Not electronic authorization…Base Submission Level

PSL - Retail-Premium 1.71% + $0.10 Premium 4 Transaction amount must be greater than $15.00 for the following MCCs: Local/Suburban Commuter (MCC 4111), Taxicabs & Limousines (MCC 4121), Bus Lines-Charter, Tour (MCC 4131), Toll Road/Bridge Fees (MCC 4784), News Dealers & Newsstands (MCC 5994), Laundries - Family/Commercial (MCC 7211), Dry Cleaners (MCC 7216), Quick Copy, Reproduction Blueprinting Svcs (MCC 7338), Parking Lots and Garages (MCC 7523), Car Washes (MCC 7542), Motion Picture Theaters (MCC 7832), Video Rental Stores (MCC 7841)

4 Transaction is less than or equal to $15.00…Express Services

5 Beauty/Barber Shops (MCC 7230) and Taxicabs & Limousines (MCC 4121) have a 20% transaction amount tolerance, Drinking Places (MCC 5813) and Steamship/Cruise Lines (MCC 4411) are exempt from transaction amount tolerance, all other MCCs have 10% transaction amount tolerance.

5 Exceed Tolerance…Base Submission Level

6 Not available to MCC's that are restricted to industry specific PSL interchange programs. Not available to High Risk (MCC 5962, 5966, 5967). Not available to Quasi Cash (MCC 4829, 6050, 6051, 7995).

6 Industry specific MCC…refer to appropriate PSL interchange

program. High Risk MCC…Base Submission Level. Quasi

Cash…Mid or Base Submission Level.

PSL - Restaurant - Credit 1.56% +$0.10 Credit 1 Available to Restaurants (MCC 5812) and Fast Food Restaurants (MCC 5814)


PSL - Restaurant-Debit 1.19% +$0.10 Debit 2 Swipe card, obtain customer’s signature*** 2 Key-entered…Key Entry, Card Not Present/Ecommerce, Mid

Submission Level or Base Submission Level

PSL - Restaurant-Rewards 1.90% +$0.10 Rewards 3 Obtain and pass 1 valid electronic authorization* 3 Not electronic authorization…Base Submission Level

PSL - Restaurant-Premium 2.20% +$0.10 Premium 4 Transaction amount must be greater than $15.00 4 Transaction less than or equal to $15.00…Express Services

5 Exempt from amount tolerance 5 N/A

6 Authorize and settle within 1 day 6 Exceed timeliness…2 days Mid Submission Level…3 days Base

Submission Level




Rate




PSL - Petroleum-Credit 1.55% + $0.05 Credit 1 Available to Service Stations (MCC 5541) or Automated Fuel Dispenser (MCC 5542)

1 Only eligible if a Service Station or Automated Fuel Dispenser

PSL - Petroleum-Debit 0.76% + $0.16 Debit 2 Swipe card, obtain customer’s signature*** 2 Key-entered…MCC 5541…Key Entry, Card Not

Present/Ecommerce, Mid Submission Level or Base Submission Level. MCC 5542 Mid Submission Level or Base Submission Level

PSL - Petroleum-Rewards 1.73% + $0.05 Rewards 3 Obtain and pass 1 valid electronic authorization* 3 Not electronic authorization…Base Submission Level

PSL - Petroleum-Premium 1.73% + $0.05 Premium 4 Exempt from amount tolerance 4 N/A

5 Authorize and settle within 1 day 5 Exceed timeliness…2 days Mid Submission Level…3 days Base

Submission Level

PSL - Supermarket-Credit 1.40%+$0.05 Credit 1 Available to Supermarkets (MCC 5411) 1 Only eligible if a Supermarket

PSL - Supermarket-Debit 1.02% + $0.16 ($0.36 cap)

Debit 2 Swipe card, obtain customer’s signature*** 2 Key-entered…Key Entry, Card Not Present/Ecommerce, Mid

Submission Level or Base Submission Level.

PSL - Supermarket-Rewards 1.65% + $0.05 Rewards 3 Obtain and pass 1 valid electronic authorization* 3 Not electronic authorization…Base Submission Level

PSL - Supermarket-Premium 1.65% + $0.05 Premium 4 Authorize and settle within 1 day 4 Exceed timeliness…2 days Mid Submission Level…3 days Base

Submission Level.


PSL - Key Entry-Credit 1.87% + $0.10 Credit 1 Magnetic stripe not readable, key-enter transaction, obtain customer’s signature

1 N/A

PSL - Key Entry-Debit 1.62% + $0.16 Debit 2 Authorize and settle within 1 day 2 Exceed timeliness…2 days Mid Submission Level…3 days Base

Submission Level

PSL - Key Entry-Rewards 1.97% + $0.10 Rewards 3 Obtain and pass 1 valid electronic authorization* 3 Not electronic authorization…Base Submission Level

PSL - Key Entry-Premium 2.00% + $0.10 Premium 4 Not available to MCC's that are restricted to industry specific PSL interchange programs. Not available to High Risk (MCC 5962, 5966, 5967). Not available to Quasi Cash (MCC 4829, 6050, 6051, 7995).




5 Beauty/Barber Shops (MCC 7230) and Taxicabs & Limousines (MCC 4121) have a 20% transaction amount tolerance, Drinking Places (MCC 5813) and Steamship/Cruise Lines (MCC 4411) are exempt from transaction amount tolerance, all other MCCs have 10% transaction amount tolerance.





Rate




PSL - Express Services-Credit 1.70% + $0.03 Credit 1 Available to Restaurants (MCC 5812) and Fast Food Restaurants (MCC 5814), Local/Suburban Commuter (MCC 4111), Taxicabs & Limousines (MCC 4121), Parking Lots and Garages (MCC 7523), Bus Lines-Charter, Tour (MCC 4131), Toll Road/Bridge Fees (MCC 4784), News Dealers & Newsstands (MCC 5994), Laundries - Family/Commercial (MCC 7211), Dry Cleaners (MCC 7216), Quick Copy, Reproduction Blueprinting Svcs (MCC 7338), Motion Picture Theaters (MCC 7832), Car Washes (MCC 7542), Video Rental Stores (MCC 7841)

1 Only eligible if a Restaurants and Fast Food Restaurants, Local/Suburban Commuter, Taxicabs & Limousines, Parking Lots and Garages, Bus Lines-Charter, Tour, Toll Road/Bridge Fees, News Dealers & Newsstands, Laundries - Family/Commercial, Dry Cleaners, Quick Copy, Reproduction Blueprinting Svcs, Motion Picture Theaters, Car Washes, Video Rental Stores

PSL - Express Services-Debit 1.55% + $0.04 Debit 2 Swipe card, obtain customer’s signature*** 2 Key-entered…Key Entry, Card Not Present/Ecommerce, Mid

Submission Level or Base Submission Level

PSL - Express Services-Rewards 1.70% + $0.03 Rewards 3 Obtain and pass 1 valid electronic authorization* 3 Not electronic authorization…Base Submission Level

PSL - Express Services-Premium 1.70% + $0.03 Premium 4 Authorize and settle within 1 day 4 Exceed timeliness…2 days Mid Submission Level…3 days Base

Submission Level

5 Transaction amount less than or equal to $15.00 for all MCCs except Taxicabs & Limousines (MCC 4121) which is less than or equal to $25.00.

5 Exceeds Tolerance…Retail or Restaurant.

6 Restaurants (MCC 5812) and Fast Food Restaurants (MCC 5814) are exempt from amount tolerance. Taxicabs & Limousines (MCC 4121) has 20% tolerance and all other MCCs have 10% tolerance.


PSL - Emerging Markets-Credit 1.45% + $0.05 Credit 1 Available to Schools (MCCs 8220, 8211, 8299), Emerging Markets (MCC 4899), Direct Marketing - Continuity/Subscription (MCC 5968), Fuel Dealers - Oil, Wood, Coal (MCC 5983), Child Day Care Services (MCC 8351) and Charitable/Social Services (MCC 8398)

1 Only eligible if Schools, Emerging Market, Direct Marketing - Continuity/Subscription, Fuel Dealers - Oil, Wood, Coal, Child Day Care Services or Charitable/Social Services MCC

PSL - Emerging Markets-Debit 0.90% + $0.20 Debit 2 Swipe or key-enter transaction, obtain customer’s signature***


PSL - Emerging Markets-Rewards 1.45% + $0.05 Rewards 3 Obtain and pass 1 valid electronic authorization* 3 Not electronic authorization…Base Submission Level

PSL - Emerging Markets-Premium 1.45% + $0.05 Premium 4 Authorize and settle within 2 days 4 Exceed timeliness…Base Submission Level





Rate




PSL - Public Services-Credit 1.50% + $0.10 Credit 1 Available to Public Services (MCCs 9399, 9211, 9222, 9223, 9311)

1 Only eligible if a Public Services MCC

PSL - Public Services-Debit 0.90% + $0.20 Debit 2 Swipe or key-enter transaction, obtain customer’s signature***


PSL - Public Services-Rewards 1.50% + $0.10 Rewards 3 Obtain and pass 1 valid electronic authorization* 3 Not electronic authorization…Base Submission Level

PSL - Public Services-Premium 1.50% + $0.10 Premium 4 Authorize and settle within 2 days 4 Exceed timeliness…Base Submission Level


PSL - Hotels/Car Rentals-Credit 1.58% + $0.10 Credit 1 Available to Hotels/Car Rental merchants (MCCs 3351-3441, 3501-3999, 7011, 7012, 7512, 7513, 7519)

1 Only eligible if Hotel/Car Rental MCC

PSL - Hotels/Car Rentals-Debit 1.35% + $0.16 Debit 2 Swipe or key-enter transaction, obtain customer’s signature***


PSL - Hotels/Car Rentals-Rewards 1.90% + $0.10 Rewards 3 Obtain and pass 1 valid electronic authorization* 3 Not electronic authorization…Base Submission Level

PSL - Hotels/Car Rentals-Premium 2.30% + $0.10 Premium 4 Authorize and settle within 1 day 4 Exceed timeliness…2 days Mid Submission Level…3 days Base

Submission Level


PSL - Card Not Present/Ecommerce-Credit 1.87% + $0.10 Credit 1 Key-enter or Electronic Commerce transaction 1 N/A

PSL - Card Not Present/Ecommerce-Debit 1.62%+ $0.16 Debit 2 Obtain and pass 1 valid electronic authorization* 2 Not electronic authorization…Base Submission Level

PSL - Card Not Present/Ecommerce-Rewards 1.97% + $0.10 Rewards 3 Authorize and settle within 1 day 3 Exceed timeliness…2 days Mid Submission Level…3 days Base

Submission Level

PSL - Card Not Present/Ecommerce-Premium 2.00% + $0.10 Premium 4 Not available to MCC's that are restricted to industry specific PSL interchange programs. Not available to High Risk (MCC 5962, 5966, 5967). Not available to Quasi Cash (MCC 4829, 6050, 6051, 7995).





6 AVS required-use AVS** feature on terminal or software: enter up to first 5 numeric characters of address and zip code

6 No AVS…Mid Submission Level

PSL - Passenger Transport-Credit 1.75% + $0.10 Credit 1 Available to Airlines & Railways 1 Only eligible if an Airline or Railway MCC

PSL - Passenger Transport-Debit 1.59% + $0.16 Debit 2 Swipe or key-enter transaction, obtain customer’s signature***


PSL - Passenger Transport-Rewards 1.90% + $0.10 Rewards 3 Obtain and pass 1 valid electronic authorization* 3 Not electronic authorization…Base Submission Level

PSL - Passenger Transport-Premium 2.30% + $0.10 Premium 4 Settle within 7 days 4 Exceed timeliness…8 days Mid Submission Level…9 days Base

Submission Level.





Rate




PSL - Real Estate-Credit 1.10% Credit 1 Swipe or key-enter transaction, obtain customer’s signature***


PSL - Real Estate-Debit 1.10% Debit 2 Obtain and pass 1 valid electronic authorization* 2 Not electronic authorization…Base Submission Level

PSL - Real Estate-Rewards 1.10% Rewards 3 Authorize and settle within 2 days 3 Exceeds timeliness…3 days Mid Submission Level…4 days Base

Submission Level

4 Available to Real Estate Agents and Managers - Rentals (MCC 6513).

4 Only eligible if Real Estate Agents and Managers - Rentals

PSL - Real Estate-Premium 1.10% Premium 5 Can settle within 10% of the authorized amount 5 Exceed Tolerance…Base Submission Level

PSL - Insurance-Credit 1.43% + $0.05 Credit 1 Swipe or key-enter transaction, obtain customer’s signature***


PSL - Insurance-Debit 0.80% + $0.25 Debit 2 Obtain and pass 1 valid electronic authorization* 2 Not electronic authorization…Base Submission Level

PSL - Insurance-Rewards 1.43% + $0.05 Rewards 3 Authorize and settle within 2 days 3 Exceeds timeliness…3 days Mid Submission Level…4 days Base

Submission Level

PSL - Insurance-Premium 1.43% + $0.05 Premium 4 Available to Direct Marketing - Insurance Services (MCC 5960) and Insurance Sales, Underwriting and Premiums (MCC 6300)

4 Only eligible if Direct Marketing - Insurance Services, Insurance Sales, Underwriting and Premiums


Mid Submission Level - All Others-Credit 2.40% + $0.10 Credit 1 Swipe or key-enter transaction, obtain customer’s signature***


Mid Submission Level - All Others-Debit 1.72% + $0.20 Debit 2 Obtain and pass 1 valid electronic authorization* 2 Not electronic authorization…Base Submission Level

Mid Submission Level - All Others-Rewards 2.40% + $0.10 Rewards 3 Authorize and settle within 2 days 3 Exceed timeliness…Base Submission Level

Mid Submission Level - All Others-Premium 2.40% + $0.10 Premium 4 Not eligible if High Risk (MCCs 5962, 5966, 5967). Premium cards not eligible if Hotels/Car Rental (MCCs 3351-3441, 3501-3999, 7011, 7012, 7512, 7513, 7519) or Passenger Transport (MCCs 3000-3299, 4112, 4511)

4 One of the listed MCCs…Base Submission Level

5 Beauty/Barber Shops (MCC 7230) and Taxicabs & Limousines (MCC 4121) have a 20% transaction amount tolerance, Hotels/Car Rentals (MCCs 3351-3441, 3501-3799, 7011, 7012, 7512, 7513, 7519), Passenger Railways (MCC 4112), Service Stations (MCC 5541), Automated Fuel Dispenser (MCC 5542), Eating Places and Restaurants (MCC 5812), Drinking Places (MCC 5813), Steamship/Cruise Lines (MCC 4411) and Fast Food Restaurants (MCC 5814) are exempt from transaction amount tolerance, all other MCCs have 10% transaction amount tolerance.

5 Exceed tolerance…Base Submission Level




Rate




Base Submission Level-Credit 2.95% + $0.10 Credit 1 Swipe or key-enter transaction, obtain customer’s signature***


Base Submission Level-Debit 1.89% + $0.25 Debit 2 All MCCs are eligible 2 No downgrade from Base Submission Level

Base Submission Level-Rewards 2.95% + $0.10 Rewards 3 Exempt from timeliness edits 3 No downgrade from Base Submission Level

Base Submission Level-Premium 2.95% + $0.10 Premium

International Electronic 1.16% Non US Issued

1 Swipe card, obtain customer’s signature*** 1 Key-entered…International Base Level

2 Obtain and pass 1 valid electronic authorization* 2 Not electronic authorization…International Base Level

3 Authorize and settle within 4 days 3 Exceeds timeliness…International Base Level

4 Not eligible if High Risk (MCCs 5962, 5966, 5967) 4 One of the listed High Risk MCCs…International Base Level


International Base 1.70% + $0.10 Non US Issued

1 Swipe or key-enter transaction, obtain customer’s signature***


2 All MCCs are eligible 2 No downgrade from International Base Level

3 Settle within 59 days 3 No downgrade from International Base Level

Commercial Electronic - Passenger Transport 2.30% + $0.10 Commercial 1 Swipe or key-enter transaction, obtain customer’s signature***


2 Obtain and pass 1 valid electronic authorization* 2 Not electronic authorization…Commercial Base Submission Level

3 Available to Passenger Transport (MCCs 3000-3299, 4112, 4511) 3 Only eligible if a Passenger Transport MCC


5 Authorize and settle within 7 days 5 Exceed timeliness…Commercial Base Submission Level

Commercial Electronic - Emerging Markets/Public Services

2.30% + $0.10 Commercial 1 Swipe or key-enter transaction, obtain customer’s signature***



3 Public Services (MCCs 9399, 9211, 9222, 9223, 9311), Emerging Markets (MCCs 8220, 8211, 8299, 6300, 4899), Direct Marketing - Continuity/Subscription (MCC 5968), Fuel Dealers - Oil, Wood, Coal (MCC 5983), Child Day Care Services (MCC 8351) and Charitable/Social Services (MCC 8398)

3 Only eligible if a Public Services, Emerging Market, Direct Marketing - Continuity/Subscription, Fuel Dealers - Oil, Wood, Coal, Child Day Care Services or Charitable/Social Services MCC

4 Can settle within 10% of the authorized amount 4 Exceed tolerance…Commercial Base Submission Level

5 Authorize and settle within 2 days 5 Exceed timeliness…Commercial Base Submission Level




Rate




Commercial Electronic - All Others 2.30% + $0.10 Commercial 1 Swipe or key-enter transaction, obtain customer’s signature***



3 Not available to MCC's that are restricted to industry specific PSL interchange programs. Not available to High Risk (MCC 5962, 5966, 5967).

3 Industry specific MCC…refer to appropriate Commercial interchange

program. High Risk MCC…Commercial Base Submission Level.

4 AVS required-use AVS** feature on terminal or software: enter up to first 5 numeric characters of address and zip code

4 No AVS…Commercial Base Submission Level

5 Authorize and settle within 1 day 5 Exceed timeliness…Commercial Base Submission Level

6 Beauty/Barber Shops (MCC 7230) and Taxicabs & Limousines (MCC 4121) have a 20% transaction amount tolerance, Hotels/Car Rentals (MCCs 3351-3441, 3501-3799, 7011, 7012, 7512, 7513, 7519), Passenger Railways (MCC 4112), Service Stations (MCC 5541), Automated Fuel Dispenser (MCC 5542), Eating Places and Restaurants (MCC 5812), Drinking Places (MCC 5813), Steamship/Cruise Lines (MCC 4411) and Fast Food Restaurants (MCC 5814) are exempt from transaction amount tolerance, all other MCCs have 10% transaction amount tolerance.

6 Exceed tolerance…Commercial Base Submission Level

Commercial Base Submission Level 2.95% + $0.10 Commercial 1 Swipe or key-enter transaction, obtain customer’s signature***


2 All MCCs are eligible 2 No downgrade from Base Submission Level

3 Settle within 59 days 3 No downgrade from Base Submission Level

US Consumer Adjustment Voucher Program 1-Credit

-2.07% Credit 1 Available to Direct Marketing (MCCs 5960, 5962, 5964, 5965, 5966, 5967, 5968, 5969)

1 Only eligible if a Direct Marketing MCC

US Consumer Adjustment Voucher Program 1-Debit

-1.80% Debit

US Consumer Adjustment Credit Voucher Program 1-Rewards

-2.07% Rewards

US Consumer Adjustment Credit Voucher Program 1-Premium

-2.07% Premium




Rate





-2.02% Credit 1 Available to Passenger Transport (MCCs 3000-3299, 4112, 4511) 1 Only eligible if a Passenger Transport MCC


-1.69% Debit


-2.02% Rewards


-2.02% Premium


-1.75% Credit 1 Not eligible if Direct Marketing or Passenger Transport MCCs 1 Direct Marketing or Passenger Transport MCC…refer to the

appropriate Consumer Adjustment Voucher Program


-1.35% Debit


-1.75% Rewards


-1.75% Premium

US Commercial Adjustment Voucher Program 1

-2.25% Commercial 1 Available to all Commercial Cards 1 Not a Commercial Card…refer to appropriate Consumer Adjustment

Voucher Program

International Adjustment Voucher 0.00% Non US Issued

1 Must be International Card 1 Not an International Card…refer to appropriate

Consumer/Commercial Adjustment Voucher Program

***If transaction is $25 or less no signature required for all MCCs except Money Transfer–Non–Financial Institution (MCC 4829), Member Financial Institution–Manual Cash Disbursements (MCC 6010), Member Financial

Institution–Automated Cash Disbursements (MCC 6011), Quasi Cash–Member Financial Institution (MCC 6050), Non–Financial Institution (MCC 6051), Payment Service Provider-Money Transfer for a Purchase (MCC

6531), Payment Service Provider-Member Financial Institution-Payment Transaction (MCC 6532), Payment Service Provider–Merchant-Payment Transactions (MCC 6533) Money Transfer-Member Financial Institution

(MCC 6534) Betting(e.g., lottery tickets, OTB) (MCC 7995).

** Equipment must be programmed to use the Address Verification Service (AVS).

* Valid electronic authorization is obtained through a terminal or software. When an electronic authorization is obtained, all required authorization data & qualifying criteria must be present at settlement, transaction ID, auth date, etc.


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APPENDIX VII

Other information you believe is relevant, as to why your institution should be selected.

Please refer to Appendix VI within this section for a list of solutions the City may consider.

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APPENDIX VIII

RESPONDENT SCHEDULE

1. Reserve Requirements 2. Investment Options/Interest Rate Calculation 3. Earnings Credit

Wachovia/Wells Fargo would recommend the City continue to utilize our Government Advantage Account as the City’s Master Account. This structure provides the City with all of the benefits of a full service, interest-bearing checking account, while eliminating the need and cost for an alternative overnight investment such as a repurchase agreement. All funds in the Government Advantage Account are collateralized to the fullest extent as required by state law under Section 280.

The Government Advantage Account combines all the features and conveniences of a full-service demand deposit account with the advantage of paying interest on excess balances. It also offers additional features that simplify your operations and may help reduce overhead on cash management and investment activities.

Government Advantage Account:

Funds in Government Advantage Accounts are demand deposits, not investments.

Therefore, the FDIC insures them for the first $250,000. Additionally, the bank collateralizes the funds in the account to the fullest extent required by state law under Section 280.

Calculation: Interest payments are determined monthly. At the end of each month, the account analysis system calculates the Average Ledger Balance, Average Float, and Average Positive Collected Balance. Compensating Balances and the Balance to Offset Services Rendered are subtracted from the Average Positive Collected Balance to arrive at a Net Balance Available amount. The interest is then paid on the dollars remaining after the service charges are covered. The interest is paid to the account on the 10th

of the following month.

The Earnings Credit Rate (ECR) and Interest rate will be set at Target Federal Funds minus nine (9) basis points and will be applied to the Average Positive Collected Balance and Net Balance Available to calculate the Earnings Credit and Interest amounts.

Earnings Credit and Interest Rate:

Currently, there is no reserve requirement.

In the event this contracted rate is less than our bank managed rate for the City account type, the interest rate and ECR will default to the bank managed rate. Currently, the discretionary ECR is 50 basis points (.50%) and the Interest Rate is 25 basis points (.25%) with combined balances of over $1 million which are both above the proposed contracted amount. This is subject to change. Please see Section IV, Appendix IX for a sample calculation.

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© 2010 Wells Fargo Funds Management, LLC. All rights reserved. 125208 08-10 MMFS014

Wells Fargo Advantage Money Market FundsInstitutional Class Shares as of 07-31-10

Heritage Money Market FundSeeks current income, while preserving capital and liquidity.

General InformationAdvisor: Wells Fargo Funds Management, LLC

Inception Date: 06-29-95Net Fund Assets: $41.1 BillionFund Managers: David Sylvester, Laurie White

Ticker Symbol: SHIXXCUSIP: 949917397

Net Expense Ratio: 0.20%

Historical Performance2

Average Annual Total Returns as of 07-31-101 Year 3 Year 5 Year 10 Year Since Inception0.15% 1.83% 3.01% 2.77% 3.71%

Total Returns2003 2004 2005 2006 2007 2008 2009

1.07% 1.27% 3.10% 4.96% 5.24% 2.82% 0.49%

Portfolio Composition1

% of Portfolio

Commercial Paper: 46% Time Deposits: 16% Repurchase Agreements: 15% Certificates of Deposit: 11% Municipal Bonds: 7% Other Notes: 2% Short Term Corporate Bonds: 2% U.S. Treasury Bills: 1%

Total: 100%

Weighted Average Maturity 24 DaysMoody’s Money Market Fund Rating3 AaaS&P Money Market Rating3 AAAm

Dividend and Distribution Information as of 07-31-10

Month Dividend7-Day Current

Yield

7-Day Current Yield

Before Waivers30-Day

Current YieldFeb 10 $0.0001 0.06% 0.04% 0.07%Mar 10 $0.0001 0.07% 0.05% 0.07%Apr 10 $0.0001 0.10% 0.08% 0.10%May 10 $0.0001 0.14% 0.11% 0.13%Jun 10 $0.0001 0.17% 0.15% 0.18%Jul 10 $0.0002 0.21% 0.19% 0.20%

Figures quoted represent past performance, which is no guarantee of future results. Investment returns will fluctuate. The Fund’s yield figures more closely reflect the current earnings of the Fund than the total return figures. Current performance may be lower or higher than the performance data quoted.

Money market funds are sold without a front-end sales charge or contingent deferred sales charge. Other fees and expenses apply to an investment in the Fund and are described in the Fund’s current prospectus.

An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The adviser has committed to certain fee waivers and/or expense reimbursements. These reductions may be discontinued.

1Portfolio composition is subject to change and may have changed since the date specified.

2 Institutional Class shares incepted on March 31, 2000. Performance shown prior to the inception date of the Institutional Class reflects the performance of the Administrator Class shares, and includes expenses that are not applicable to and are higher than those of the Institutional Class shares.

3 The ratings indicated are from Standard & Poor’s and/or Moody’s Investors Service (together “rating agencies”). Standard & Poor’s is a trademark of McGraw-Hill, Inc., and has been licensed. The Fund is not sponsored, endorsed, sold, or promoted by these rating agencies, and these rating agencies make no representation regarding the advisability of investing in the Fund. The credit rating is a forward-looking opinion about a Fund’s potential capacity to maintain stable principal or stable net asset value. The ratings are opinions as of the date they are expressed and not statements of fact or recommendations to purchase, hold or sell any security. Standard & Poor’s rates the creditworthiness of money market funds from AAAm (highest) to Dm(lowest). Ratings may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the ratings categories. Moody’s rates the creditworthiness of money market funds from Aaa (highest) to C (lowest). Ratings Aa to Caa may be modified by the addition of a number 1 (highest) to 3 (lowest) to show relative standing within the ratings categories.

This fact sheet must be accompanied or preceded by a current prospectus for Institutional Class shares of the Wells Fargo Advantage Money Market Funds.

Wells Fargo Funds Management, LLC, a wholly owned subsidiary of Wells Fargo & Company, provides investment advisory and administrative services for Wells Fargo Advantage Funds®. Other affiliates of Wells Fargo & Company provide subadvisory and other services for the Funds. The Funds are distributed by Wells Fargo Funds Distributor, LLC, Member FINRA/SIPC, an affiliate of Wells Fargo & Company.

© 2010 Wells Fargo Funds Management, LLC. All rights reserved. 125207 08-10 MMFS013

Wells Fargo Advantage Money Market FundsInstitutional Class Shares as of 07-31-10

Government Money Market FundSeeks current income, while preserving capital and liquidity.*

General InformationAdvisor: Wells Fargo Funds Management, LLC

Inception Date: 11-16-87Net Fund Assets: $27.1 BillionFund Managers: David Sylvester, Laurie White

Ticker Symbol: GVIXXCUSIP: 94975P405

Net Expense Ratio: 0.20%**

Historical Performance2

Average Annual Total Returns as of 07-31-101 Year 3 Year 5 Year 10 Year Since Inception0.02% 1.45% 2.76% 2.52% 4.16%

Total Returns2003 2004 2005 2006 2007 2008 2009

0.85% 1.22% 3.08% 4.92% 5.08% 2.18% 0.15%

Portfolio Composition1

% of Portfolio

Repurchase Agreements: 49% Federal Agencies: 42% Government-Backed Issues: 9%

Total: 100%

Weighted Average Maturity 34 DaysMoody’s Money Market Fund Rating3 AaaS&P Money Market Rating3 AAAm

Dividend and Distribution Information as of 07-31-10

Month Dividend7-Day Current

Yield

7-Day Current Yield

Before Waivers30-Day

Current YieldFeb 10 $0.0000 0.01% -0.08% 0.01%Mar 10 $0.0000 0.01% -0.06% 0.01%Apr 10 $0.0000 0.01% -0.03% 0.01%May 10 $0.0000 0.03% 0.00% 0.02%Jun 10 $0.0000 0.04% 0.00% 0.04%Jul 10 $0.0001 0.06% 0.04% 0.07%

Figures quoted represent past performance, which is no guarantee of future results. Investment returns will fluctuate. The Fund’s yield figures more closely reflect the current earnings of the Fund than the total return figures. Current performance may be lower or higher than the performance data quoted.

Money market funds are sold without a front-end sales charge or contingent deferred sales charge. Other fees and expenses apply to an investment in the Fund and are described in the Fund’s current prospectus.

An investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

The adviser has committed to certain fee waivers and/or expense reimbursements. These reductions may be discontinued.

*The U.S. Government guarantee applies to certain of the underlying securities and NOT to shares of the Fund.

1Portfolio composition is subject to change and may have changed since the date specified.

2 Institutional Class shares incepted on July 28, 2003. Performance shown prior to the inception of the Institutional Class reflects the performance of the Service Class shares, and includes expenses that are not applicable to and higher than those of the Institutional Class shares.

3 The ratings indicated are from Standard & Poor’s and/or Moody’s Investors Service (together “rating agencies”). Standard & Poor’s is a trademark of McGraw-Hill, Inc., and has been licensed. The Fund is not sponsored, endorsed, sold, or promoted by these rating agencies, and these rating agencies make no representation regarding the advisability of investing in the Fund. The credit rating is a forward-looking opinion about a Fund’s potential capacity to maintain stable principal or stable net asset value. The ratings are opinions as of the date they are expressed and not statements of fact or recommendations to purchase, hold or sell any security. Standard & Poor’s rates the creditworthiness of money market funds from AAAm (highest) to Dm(lowest). Ratings may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the ratings categories. Moody’s rates the creditworthiness of money market funds from Aaa (highest) to C (lowest). Ratings Aa to Caa may be modified by the addition of a number 1 (highest) to 3 (lowest) to show relative standing within the ratings categories.

This fact sheet must be accompanied or preceded by a current prospectus for Institutional Class shares of the Wells Fargo Advantage Money Market Funds.

Wells Fargo Funds Management, LLC, a wholly owned subsidiary of Wells Fargo & Company, provides investment advisory and administrative services for Wells Fargo Advantage Funds®. Other affiliates of Wells Fargo & Company provide subadvisory and other services for the Funds. The Funds are distributed by Wells Fargo Funds Distributor, LLC, Member FINRA/SIPC, an affiliate of Wells Fargo & Company.

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ABA NameAvail Fraction Avail FractionMonday - Thursday Friday

CORPORATE AVAILABILITY SCHEDULE

Ledger DayEFFECTIVE SEPTEMBER 2008Deposit Deadline: 2:00 PM at Branches, 6:00 PM at Processing Center

Pompano, FLPremier

MONEY ORDERS00000020 1 1100 100UNITED STATES TREASURER00000050 1 1100 100UNITED STATES TREASURER00000051 1 1100 100US DEPT OF AGRICULTURE00000100 1 1100 100MONEY ORDERS00000119 1 1100 100MONEY ORDERS00000800 1 1100 100SAVINGS BONDS00009000 1 1100 100BOSTON CITY0110XXXX 1 197 100WINDSOR LOCKS RCPC0111XXXX 1 1100 99BOSTON RCPC0112XXXX 1 196 99BOSTON RCPC0113XXXX 1 196 99BOSTON RCPC0114XXXX 1 196 99BOSTON RCPC0115XXXX 1 196 99WINDSOR LOCKS RCPC0116XXXX 1 1100 99WINDSOR LOCKS RCPC0117XXXX 1 1100 99

WINDSOR LOCKS RCPC0118XXXX 1 1100 99WINDSOR LOCKS RCPC0119XXXX 1 1100 99EROC CITY0210XXXX 1 1100 100WINDSOR LOCKS RCPC0211XXXX 1 1100 99EROC RCPC0212XXXX 1 1100 99UTICA RCPC0213XXXX 1 1100 99EROC RCPC0214XXXX 1 1100 99EROC COUNTRY0215XXXX 2 299 100EROC COUNTRY0216XXXX 2 299 100EROC RCPC0219XXXX 1 1100 99UTICA CITY0220XXXX 1 199 100UTICA RCPC0223XXXX 1 1100 99EROC CITY0260XXXX 1 199 100EROC CITY0280XXXX 1 1100 100PHILADELPHIA CITY0310XXXX 1 1100 100PHILADELPHIA RCPC0311XXXX 1 1100 99PHILADELPHIA RCPC0312XXXX 1 1100 99PHILADELPHIA RCPC0313XXXX 1 1100 99PHILADELPHIA RCPC0319XXXX 1 1100 99PHILADELPHIA CITY0360XXXX 1 1100 100

Page 1 of 5For illustrative purposes only. Actual availability may differ and is subject to change without notice.Printed on 01-Sep-08

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Pompano, FLPremier

CLEVELAND CITY0410XXXX 1 199 100CLEVELAND RCPC0412XXXX 1 199 99CINCINNATI CITY0420XXXX 1 199 100CINCINNATI RCPC0421XXXX 1 1100 99CINCINNATI RCPC0422XXXX 1 1100 99CINCINNATI RCPC0423XXXX 1 1100 99PITTSBURGH CITY0430XXXX 1 199 100PITTSBURGH RCPC0432XXXX 1 198 99PITTSBURGH RCPC0433XXXX 1 198 99PITTSBURGH RCPC0434XXXX 1 198 99COLUMBUS CITY0440XXXX 1 199 100COLUMBUS RCPC0441XXXX 1 1100 99COLUMBUS RCPC0442XXXX 1 1100 99RICHMOND CITY0510XXXX 1 199 100RICHMOND RCPC0514XXXX 1 1100 99

CHARLESTON RCPC0515XXXX 1 198 99CHARLESTON CITY0519XXXX 1 199 100BALTIMORE CITY0520XXXX 1 199 100BALTIMORE RCPC0521XXXX 1 196 99BALTIMORE RCPC0522XXXX 1 196 99CHARLOTTE CITY0530XXXX 1 199 100CHARLOTTE RCPC0531XXXX 1 199 99COLUMBIA RCPC0532XXXX 1 197 99COLUMBIA CITY0539XXXX 1 199 100BALTIMORE RCPC0540XXXX 1 196 99BALTIMORE RCPC0550XXXX 1 196 99BALTIMORE RCPC0560XXXX 1 196 99BALTIMORE RCPC0570XXXX 1 196 99ATLANTA CITY0610XXXX 1 1100 99ATLANTA RCPC0611XXXX 1 1100 100ATLANTA RCPC0612XXXX 1 1100 100ATLANTA RCPC0613XXXX 1 1100 100BIRMINGHAM CITY0620XXXX 1 199 99BIRMINGHAM RCPC0621XXXX 1 199 100BIRMINGHAM RCPC0622XXXX 1 199 100





Pompano, FLPremier

JACKSONVILLE CITY0630XXXX 1 199 99JACKSONVILLE RCPC0631XXXX 1 1100 99JACKSONVILLE RCPC0632XXXX 1 1100 99NASHVILLE CITY0640XXXX 1 199 100NASHVILLE RCPC0641XXXX 1 199 99NASHVILLE RCPC0642XXXX 1 199 99NEW ORLEANS CITY0650XXXX 1 199 100NEW ORLEANS RCPC0651XXXX 1 199 99NEW ORLEANS RCPC0652XXXX 1 199 99NEW ORLEANS RCPC0653XXXX 1 199 99NEW ORLEANS RCPC0654XXXX 1 199 99NEW ORLEANS RCPC0655XXXX 1 199 99MIAMI CITY0660XXXX 1 1100 100MIAMI RCPC0670XXXX 1 1100 100CHICAGO CITY0710XXXX 1 1100 100

PEORIA RCPC0711XXXX 1 1100 99CHICAGO RCPC0712XXXX 1 1100 99CHICAGO RCPC0719XXXX 1 1100 99DETROIT CITY0720XXXX 1 199 100DETROIT RCPC0724XXXX 1 199 99DES MOINES CITY0730XXXX 1 199 100DES MOINES RCPC0739XXXX 2 199 99INDIANAPOLIS CITY0740XXXX 1 199 100INDIANAPOLIS RCPC0749XXXX 1 199 99MILWAUKEE CITY0750XXXX 1 199 100MILWAUKEE RCPC0759XXXX 1 1100 99ST LOUIS CITY0810XXXX 1 199 100ST LOUIS RCPC0812XXXX 1 197 99LOUISVILLE RCPC0813XXXX 1 1100 99ST LOUIS RCPC0815XXXX 1 197 99ST LOUIS RCPC0819XXXX 1 197 99LITTLE ROCK CITY0820XXXX 1 199 100LITTLE ROCK RCPC0829XXXX 2 199 99LOUISVILLE CITY0830XXXX 1 199 100LOUISVILLE RCPC0839XXXX 1 1100 99


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MEMPHIS CITY0840XXXX 1 199 100MEMPHIS RCPC0841XXXX 1 199 99MEMPHIS RCPC0842XXXX 1 199 99MEMPHIS RCPC0843XXXX 1 199 99LOUISVILLE RCPC0863XXXX 1 1100 99ST LOUIS RCPC0865XXXX 1 197 99MINNEAPOLIS CITY0910XXXX 1 1100 100MINNEAPOLIS COUNTRY0911XXXX 2 299 100MINNEAPOLIS COUNTRY0912XXXX 2 299 100MINNEAPOLIS COUNTRY0913XXXX 2 299 100MINNEAPOLIS COUNTRY0914XXXX 2 299 100MINNEAPOLIS COUNTRY0915XXXX 2 299 100MINNEAPOLIS RCPC0918XXXX 2 1100 99MINNEAPOLIS RCPC0919XXXX 2 1100 99HELENA CITY0920XXXX 1 199 100

HELENA RCPC0921XXXX 2 199 99HELENA RCPC0929XXXX 2 199 99MINNEAPOLIS CITY0960XXXX 1 1100 100KANSAS CITY CITY1010XXXX 1 199 100KANSAS CITY COUNTRY1011XXXX 2 199 99KANSAS CITY COUNTRY1012XXXX 2 199 99KANSAS CITY COUNTRY1019XXXX 2 199 99DENVER CITY1020XXXX 1 1100 100DENVER COUNTRY1021XXXX 2 297 100DENVER COUNTRY1022XXXX 2 299 100DENVER COUNTRY1023XXXX 2 299 100OKLAHOMA CITY CITY1030XXXX 1 199 100OKLAHOMA CITY COUNTRY1031XXXX 2 299 100OKLAHOMA CITY RCPC1039XXXX 2 199 99OMAHA CITY1040XXXX 1 199 100OMAHA COUNTRY1041XXXX 2 299 100OMAHA RCPC1049XXXX 2 199 99DENVER RCPC1070XXXX 2 199 99DALLAS CITY1110XXXX 1 1100 100DALLAS RCPC1111XXXX 1 1100 99





Pompano, FLPremier

DALLAS COUNTRY1113XXXX 2 297 99DALLAS RCPC1119XXXX 1 1100 99EL PASO CITY1120XXXX 1 199 100EL PASO RCPC1122XXXX 2 197 99EL PASO RCPC1123XXXX 2 197 99HOUSTON CITY1130XXXX 1 1100 100HOUSTON RCPC1131XXXX 2 197 99SAN ANTONIO CITY1140XXXX 1 199 100SAN ANTONIO RCPC1149XXXX 2 197 99EL PASO RCPC1163XXXX 2 197 99SAN FRANCISCO CITY1210XXXX 1 1100 100SAN FRANCISCO RCPC1211XXXX 2 1100 99SAN FRANCISCO RCPC1212XXXX 2 1100 99SAN FRANCISCO RCPC1213XXXX 2 1100 99SAN FRANCISCO COUNTRY1214XXXX 2 299 100

LOS ANGELES CITY1220XXXX 1 1100 100LOS ANGELES RCPC1221XXXX 2 1100 99LOS ANGELES RCPC1222XXXX 2 1100 99LOS ANGELES CITY1223XXXX 1 1100 100LOS ANGELES RCPC1224XXXX 2 1100 99PORTLAND CITY1230XXXX 1 199 100PORTLAND RCPC1231XXXX 2 199 99PORTLAND RCPC1232XXXX 2 199 99PORTLAND RCPC1233XXXX 2 199 99SALT LAKE CITY CITY1240XXXX 1 198 100SALT LAKE CITY RCPC1241XXXX 2 199 99SALT LAKE CITY RCPC1242XXXX 2 199 99SALT LAKE CITY RCPC1243XXXX 2 199 99SEATTLE CITY1250XXXX 1 1100 100SEATTLE RCPC1251XXXX 2 199 99SEATTLE RCPC1252XXXX 2 199 99TRAVELERS CHECKS8000XXXX 1 1100 100


Business Continuity Planning Overview for Wachovia Customers

Wachovia Business Continuity Planning

Wachovia is committed to service excellence. A strong and viable business continuity planning program is a key component of Wachovia’s strong commitment to service. Through this dedication to service, value is created for our customers. Wachovia’s Business Continuity Planning process goes beyond simple disaster recovery and covers operational risk wherever it appears. Disaster recovery entails proactively developing procedures that enable an organization to respond to significant non-routine or catastrophic events in a manner that allows critical business functions to continue without interruption or essential change. By broadening the scope to include addressing operational risk, Wachovia has assumed a leadership role in the financial services industry. The Business Continuity Planning Group is part of Wachovia’s Operational Risk Management department, and is a primary component in Wachovia’s business continuity corporate governance structure. In addition to traditional recovery efforts, Operational Risk Management develops the policies and procedures used to identify and mitigate the risks that can result within our businesses. A Technology Recovery Services team complements the Business Continuity Planning Group by providing the expertise to identify and mitigate the risks associated with technology. Within Wachovia’s Operational Risk Management department there are groups responsible for providing oversight and guidance to representatives within the business and technology operational areas. These groups also review business unit compliance with Wachovia’s Business Continuity Policy and Standards. The material presented below provides a detailed explanation of the approach endorsed by Wachovia’s senior management and adopted throughout the enterprise. Business Continuity Methodology: Wachovia has created and maintains business continuity documentation for each of its various business and technology operational areas within each line of business. This documentation includes risk assessments and continuity plans that are prepared by business unit and technology representatives. These representatives routinely examine and update their respective plans, as necessary. In addition, Wachovia’s policy requires all business continuity plans undergo an annual review and update. Business continuity plans address the resumption of business unit processes in addition to application and operational processing functions. Plans typically include procedures concerning: • Notification of essential staff, vendors, clients, customers, etc. • Organization of recovery efforts

Revised 01/2007 2

• Relocation of operating functions • Priority of work to be performed • Protection and back-up of essential records and data • Lists of essential resources needed by the business unit • Interrelationships of critical functions • Restoration of records and files • Essential resources for recovery/back-up processing In order to maintain the readiness of the continuity plans, Wachovia has the following requirements for business units: • Business units assess their risks utilizing a business impact risk assessment

identifying their critical processes and associated system applications. • Each business unit performs a validation of their business unit continuity plan at least

annually. Business units are required to maintain both on-site and off-site copies of plans. Additionally, all plans are stored in a central electronic repository maintained by the Business Continuity Planning group.

• Business continuity plans for all critical functions are validated in periodic recovery

simulations. Plans for all Wachovia functions are reviewed during internal and external audits.

• The business continuity plans for key external service providers are examined

periodically, and where appropriate, tested to ensure their recovery capabilities and to mitigate risk to Wachovia in the event the service provider experiences a business interruption. Responsibility for this evaluation is assigned to the division management and guidelines are provided for evaluations. Compliance with this requirement is verified during business unit audits.

Technology Recovery Services Methodology: Wachovia provides for internal recovery of its two major data centers. Production systems have been placed at one data center, while technology recovery and development facilities are located at the other. Wachovia’s strategy is to maintain sufficient equipment at the recovery location to enable critical processing to be restored in a minimal amount of time. For critical applications, data is updated simultaneously at both data centers to facilitate a speedy recovery. Wachovia has completed construction of a third data center, which will provide additional production and recovery capacity. This data center became operational in November 2006. Steps are taken to mitigate the impact of threats to all major processing centers through redundant systems or other protective measures. In spite of the preventive measures, if a disaster should occur, plans are in place to restore processing as quickly as possible.

Revised 01/2007 3

• A common approach and methodology have been implemented for the recovery of the Wachovia data centers.

• Network services between all financial centers and the data centers can be restored

utilizing automated rerouting technology. This rerouting capability is tested on a regular basis.

• Wachovia has implemented a program for maintaining and updating the

documentation of all application recovery plans. Completeness of plans is verified during annual internal reviews, regular audits, and tested during application recovery exercises.

• Wachovia requires annual recovery testing of all critical applications and bi-annual

testing of all other applications. Risk Avoidance Measures: Wachovia has implemented many features that are designed to mitigate the effects should a business interruption occur. These features are continually under review and upgraded as necessary to ensure that they are adequate to support the changing environment and needs. Features include: • Physical access controls - Data centers, operations centers, and many sensitive

business units have implemented card access to control physical access to work areas. In addition, data centers and operations centers have security personnel on site.

• Logical access controls - Wachovia utilizes software on all computing platforms to

appropriately restrict access to data and transactions to authorized persons only. • Virus protection software has been installed on all workstations, servers and local

area networks. • Network Access Controls - Network access controls have been established in the

form of a gateway between Wachovia’s internal network and the public sector. A firewall barrier has been established between the public segment and Wachovia’s internal network to restrict unauthorized access. All access to the Wachovia internal network is designed to pass through the firewall component.

• Alternate Power Sources – Wachovia’s data centers and major operations centers

have uninterruptible power supply (UPS) devices to provide short-term, uninterrupted power to the critical hardware; and diesel generators provide long-term power. These devices are automatically triggered so that a loss of commercial power will not shut down the facility. The generators are tested on a monthly basis.

Revised 01/2007 4

• Alternate Cooling Sources - Data centers also have redundant chillers and cooling

towers to provide cool air and water as required by computer hardware. • Alternate Water Supplies - Data centers have backup water supplies to enable critical

functions to continue in the event that the regular water supply is disrupted. Technology Capacity Planning: Wachovia's Capacity Planning Department monitors the computer hardware capacity required to support technology processing requirements. There is particular attention given to the critical applications since equipment on the floor at each data center should be able to support production and recovery requirements. Technology demand is monitored on a regular basis to ensure sufficient capacity is available to support production service levels. Pandemic Planning: Many businesses today have recognized the need to expand their traditional business continuity plans to respond to the increase risk of a business disruption caused by a pandemic type event. Wachovia recognized this need early in 2006 and has acted decisively to confront this challenge. Wachovia understands that it has a responsibility to be prepared for any type of disruption and is committed to meeting the continuing needs of our customers, while being supportive of our employees. Early in 2006, a Steering Committee of Wachovia’s most senior executives created a Pandemic Planning Advisory Council to deal with a pandemic type event. This Advisory Council is made up of senior leaders from across the organization and has developed a plan of action for addressing pandemic-related concerns.

To implement the Advisory Council’s plan, a fulltime, interdisciplinary project team has been created under the Business Continuity Planning Group within Operational Risk Management. This “Pandemic Core Team” is coordinating Wachovia’s pandemic planning efforts in all areas of the organization. Leveraging the experience gained through the business and technology continuity methodologies described above, the Pandemic Core Team has engaged Business Continuity Mangers across Wachovia to conduct pandemic related risk assessments in their own business units. Using these assessments, the Business Continuity Managers have identified potential risks and devised mitigation strategies. Beginning in 2007, these identified potential risks and mitigation strategies will be incorporated into each business unit’s business continuity plan and will be tested and updated along with the traditional plan elements. In addition to detailed planning at a business unit level, Wachovia has also identified issues that must be addressed at an enterprise-wide level. The Pandemic Core Team is also addressing those issues and has several working groups addressing human resources

Revised 01/2007 5

policies, facilities issues, critical vendor availability and health and safety issues. Although Wachovia’s plans for handling these issues are confidential, we can report that substantial progress has already been made in these areas. We will continue to monitor current events and improve our processes, as necessary, as the environment changes. Summary: Wachovia takes seriously its obligation to use all financially reasonable means to assure business continuity for the company and its clients. However, the foregoing does not constitute a representation or warranty that certain events will not affect Wachovia systems or that Wachovia can achieve specific recovery times in the event of a disruption. This document is intended only to provide guidance as to Wachovia’s recovery plans, and nothing in this document modifies, amends or supplements in any way any agreement or other warranty or representation with respect to Wachovia products or services including the availability of such products or services. Wachovia may change the procedures and protections described in this document, without providing notice, as it deems appropriate. For further information, contact your Wachovia Relationship Manager.

Revised 01/2007 6

44.0 INSURANCE. 44.1 Financial institution shall provide, pay for and maintain in force at all times such insurance, including Workers’ Compensation and comprehensive general liability insurance as stated below: A. Workers’ Compensation Insurance to apply for all employees incompliance with the “Workers’ Compensation Law” of the State of Florida and all applicable federal laws for the benefit of the financial institution’s employees; B. Comprehensive general liability insurance, including contractual, with minimum limits of One Million Dollars ($1,000,000.00) per occurrence, combined single limit for bodily injury liability and property damage liability. C. Automobile Liability with minimum limit of One Million Dollars ($1,000,000.00) combined single limit. D. The Proposer shall maintain commercial liability insurance in the amount of $1,000,000 per occurrence including products/completed operations. 44.2 The financial institution shall provide the Risk Manager of the City Certificates of Insurance for coverages and policies required. All certificates shall state that the City shall be given thirty (30) days’ advance written notice prior to expiration or cancellation of any policy. Such policies and coverages shall not be affected by any other policy of insurance which the City may carry in its own name. All certificates (of insurance) must clearly identify the future contract (when contract is awarded) to which they pertain, including a brief description of the subject matter of the contract. The City is to be named as an “additional insured” with respect to insurance required under this Agreement except Workers Compensation. 45.0 BANKER’S BLANKET BOND. 45.1 The Proposer shall carry a minimum of Five Million Dollars ($5,000,000.00) per occurrence Banker’s Blanket Bond. This Bond relates to the Bank’s blanket insurance on its employees.

Sample Reports

Bank Statement Account Analysis

Wachovia Connection Online Reports Account Reconciliation

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Merchant Reports

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WACHOVIA BANK, NATIONAL ASSOCIATION, BUSINESS BANKING-PALM BEACH page 1 of 5

`Commercial Checking 01 XXXXXXXXXXXXX 036 130 0 35 91

(CUSTOMER NAME)

OPERATING ACCOUNT

(CUSTOMER ADDRESS)

Commercial Checking 3/01/2003 thru 3/29/2003

Account number: XXXXXXXXXXXXX Account holder(s): (YOUR CUSTOMER) OPERATING ACCOUNT

Taxpayer ID Number: XXXXXXXXX

Account Summary Opening balance 3/01 $34,017.80

Deposits and other credits 582,735.86 +

Checks 393,844.95 -

Other withdrawals and service fees 213, 430.03 -

Closing balance 3/29 $9,478.68

Deposits and Other Credits Date Amount Description

3/04 23,437.51 DEPOSIT

3/06 3,337.00 DEPOSIT

3/06 34,000.00 COMMERCIAL LOAN ADVANCE



3/12 6,415.46 DEPOSIT


3/12 54,564.78 DEPOSIT


3/15 4,909.00 DEPOSIT

3/15 31,817.96 DEPOSIT

3/18 36,768.72 DEPOSIT

3/20 18,132.69 DEPOSIT

3/21 621.44 PREAUTHORIZED DEPOSIT TRANSFER PAYPAL

3/21 7,873.25 DEPOSIT

3/21 15,814.75 DEPOSIT

3/25 6,592.35 DEPOSIT

Deposits and Other Credits continued on next page.


Commercial Checking 01 XXXXXXXXXXXXX 036 130 0 35 91

Deposits and Other Credits continued

Date Amount Description


3/25 62,217.75 DEPOSIT

3/27 5,400.00 DEPOSIT

3/27 7,400.36 DEPOSIT

3/27 12,725.00 DEPOSIT

Total $582,735.86

Checks

Number Amount Date Number Amount Date Number Amount Date

0000 19.97 3/06 2106 39.64 3/04 2140* 15,132.02 3/13

2031* 25.00 3/01 2107 305.00 3/05 2141 39.95 3/18

2050* 837.15 3/01 2108 5,000.00 3/04 2142 1,770.07 3/14

2070* 2,570.79 3/08 2109 151.56 3/07 2143 300.00 3/12

2072* 77.50 3/08 2110 32.00 3/07 2144 91.86 3/18

2074* 958.04 3/04 2111 109.43 3/11 2145 463.28 3/11

2075 3,080.00 3/01 2112 587.40 3/08 2146 286.00 3/14

2076 17.42 3/07 2113 230.75 3/07 2147 83,330.94 3/14

2077 50.00 3/11 2114 600.00 3/05 2148 3,570.00 3/12

2078 1,450.00 3/08 2115 40.60 3/07 2149 12,106.80 3/11

2081* 127.71 3/12 2116 299.76 3/15 2150 839.52 3/13

2083* 16,984.12 3/06 2117 17,483.04 3/07 2151 186.16 3/15

2084 53.28 3/12 2118 60.00 3/07 2152 200.00 3/11

2085 838.15 3/07 2119 62.81 3/08 2153 10,000.00 3/12

2086 16.02 3/04 2120 1,533.63 3/11 2154 1,000.00 3/15

2087 1,950.00 3/04 2121 276.00 3/07 2155 1,044.68 3/15

2089* 1,403.00 3/07 2122 250.00 3/13 2157* 1,935.58 3/25

2090 1,915.54 3/04 2123 420.35 3/11 2158 787.50 3/27

2091 1,530.00 3/01 2124 840.00 3/14 2160 246.21 3/28

2092 26.16 3/06 2125 25.00 3/13 2161 542.45 3/22

2093 61.15 3/07 2126 25.00 3/11 2162 192.06 3/18

2094 63.36 3/01 2128* 25.00 3/13 2164* 62.50 3/22

2096* 1,154.34 3/08 2130* 25.00 3/08 2165 650.00 3/28

2097 1,990.00 3/15 2131 2,682.11 3/14 2167* 18.75 3/25

2098 66.34 3/12 2132 79,398.00 3/14 2168 2,834.00 3/25

2099 125.00 3/07 2133 237.50 3/15 2169 454.79 3/21

2100 3,387.06 3/05 2134 1,336.80 3/08 2170 619.50 3/25

2101 1,142.31 3/05 2135 15,621.27 3/25 2171 65.00 3/21

2102 176.49 3/05 2136 25.00 3/18 2172 7,236.72 3/22

2103 850.00 3/06 2137 22.78 3/18 2173 27.42 3/22

2105* 18,632.03 3/06 2138 355.25 3/12 2174 1,900.26 3/25

*Indicates a break in check number sequence

Checks continued on next page



Checks continued

Number Amount Date Number Amount Date Number Amount Date

2175 208.03 3/22 2186 3,000.00 3/21 2200 950.89 3/28

2176 140.93 3/25 2189* 28,358.87 3/25 2201 64.00 3/26

2177 80.70 3/21 2190 250.51 3/27 2202 420.20 3/28

2178 120.00 3/26 2192* 1,300.00 3/22 2203 875.00 3/28

2180* 63.00 3/25 2193 17.25 3/27 2204 1,844.00 3/28

2181 34.45 3/25 2195* 300.00 3/28 2205 688.44 3/27

2182 1,915.54 3/21 2196 1,065.94 3/27 2207* 45.69 3/27

2183 235.01 3/25 2197 4,129.00 3/27 2208 70.87 3/27

2184 36.27 3/20 2198 52.85 3/26 Total $393,844.95

2185 40.95 3/18 2199 9,623.93 3/28

*Indicates a break in check number sequence

Other Withdrawals and Service Fees

Date Amount Description

3/01 17,000.00 COMMERCIAL LOAN PAYMENT

3/05 106.49 AUTOMATIC PAYMENT PAYMENTS eBay Inc. 0203050380067188100


3/06 1,548.10 COMMERCIAL LOAN INTEREST PAYMENT

3/06 2,500.00 BOOK TRANSFER SEQ#04727

3/08 1,042.91 AUTOMATIC PAYMENT

TAXES PAYCHEX TPS

3/12 205.37 ANALYSIS CHARGE

3/12 1,065.00 RETURNED ITEM0210170000





3/20 16.25 CHECK PRINTING CHARGE CHK ORDERSHARLAND CHECKS 031802058 020770242

33,000.00 COMMERCIAL LOAN PAYMENT

2,000.00 BOOK TRANSFER SEQ#04126

14,000.00 COMMERCIAL LOAN APYMENT

945.91 AUTOMATIC PAYMENT

TAXES PAYCHEX TPS 031902 00307683 80





Total $213,430.03 COMMERCIAL LOAN PAYMENT



Daily Balance Summary

Date Amount Date Amount Date Amount

3/01 11,482.29 3/12 97,913.80 3/21 26,430.15

3/04 24,740.56 3/13 72,642.26 3/22 12,107.12

3/05 8,023.21 3/14 6,335.14 3/25 70,155.60

3/06 12,886.82 3/15 53,200.45 3/26 66,918.75

3/07 9,168.15 3/18 77,556.57 3/27 31,388.91

3/08 860.60 3/19 38,556.57 3/28 9,478.68

3/11 952.11 3/20 23,636.74



Customer Service Information

For questions about your statement or billing errors, contact us at: Phone Number Address

Business Checking, CheckCard & Loan Accounts 1-800-566-3862 WACHOVIA BANK, NATIONAL ASSOCIATION Commercial Checking & Loan Accounts 1-800-222-3862 P.O. BOX 2870 TDD (For the Hearing Impaired) 1-800-388-2234 JACKSONVILLE, FL 32231

To Balance Your Account

List Outstanding Checks and Withdrawals

Ck. No. Amount Ck. No. Amount

1. Compare your account register to your account statement for unrecorded transactions (such as ATM, CheckCard, Interest earned, fees, etc.). Your new account register total should match the adjusted balance in line 6 below.

__________ 2. Write in the closing balance shown on the front of account statement.

__________ 3. Write in any deposits you have made since the __________ date of this statement. __________ __________

__________ 4. Add together amounts listed above in steps 2 and 3.

__________ 5. In the section to the right, list and total all checks and withdrawals that you have made that are not reported on your account statement. Write in the total here.

__________ 6. Subtract the amount in line 5 from the amount in line 4. This is your adjusted balance and should match the balance in Step 1 above.

Total

In Case of Errors or Questions About Your Electronic Transfers: Telephone us at 1-800-222-3862 or write to us at WACHOVIA BANK,NATIONAL ASSOCIATION, POST OFFICE BOX 563966, CHARLOTTE NC 28256-3966, as soon as you can, if you think your statement or receipt is wrong or if you need more information about a transfer on the statement or receipt. We must hear from you no later than 60 days after we sent you the FIRST statement on which the error or problem appeared. 1. Tell us your name and account number (if any). 2. Describe the error or the transfer you are unsure about, and explain as clearly as you can why you believe there is an error or why you

need more information. 3. Tell us the dollar amount of the suspected error. We will investigate your complaint and will correct any error promptly. If we take more than 10 business days to do this, we will credit your account for the amount you think is in error. You will have use of the money during the time it takes us to complete our investigation.

Account Analysis Statement Period Ending MM/DD/YYYYDate Prepared MM/DD/YYYY Settlement Date MM/DD/YYYY

ABC COMPANY ANY ADDRESS SAMPLE STATEMENTCITY, STATE, ZIP CODE Page 1 of 2

Account Information Statement for: Composite Number 001 C 1234567890 ACCOUNT NAME

Summary Information Average Monthly Balance Summary Average Ledger Balance 206,390.13 Less Average Float 9,505.96 Average Collected Balance 196,884.17

Average Negative Collected 0.00

Average Positive Collected 196,884.17 Less Reserve Requirement 10.000% 19,688.42 Balance Available for Earnings Credit 177,195.75

Offset for Services

Total Services Summary

Earnings on Available Balance Rate 2.960% 445.46 Current Analyzed Services 2,127.20 Net Analyzed Position 1,681.74

Current Fee Based Services 15.00 Total Fee Based Services 15.00

Billing Summary

Analyzed Services Debited To: 1,681.74

001 D 1234567890123 ACCT NAME 2

Fee Based Services Debited To: 15.00

001 D 1234567890123 ACCT NAME 2 Collected Balance Required to Offset

$1 in Services 397.78

This Analysis Includes The Following Accounts: 001 D 1234567890123 ACCT NAME 2 001 D 2345678901234 ACCT NAME 3 001 D 345678901234 ACCT NAME 4

Page 1 of 2

Account Analysis Statement Period Ending MM/DD/YYYYDate Prepared MM/DD/YYYY Settlement Date MM/DD/YYYY

Composite Number 001 C 1234567890 ACCOUNT NAME

Services Provided SERVICE DESCRIPTION VOLUME PRICE SERVICE CHARGE

DEPOSITORY SERVICES ACCOUNT MAINTENANCE CHECKS PAID DEPOSITS EXCESS TRANSACTIONS MISCELLANEOUS ITEMS PAID RETURNS-SPECIAL CHECKS DEPOSITED ON US & GOVT CHECKS DEPOSITED IN STATE CHECKS DEPOSITED OUT OF STATE CHECKS DEPOSITED DEPOSITED ITEMS CHARGED BACK

DEPOSITORY SERVICE TOTAL

ACCOUNT RECON ITEMS PROCESSED POSTAGE 1ST CLASS PER MAILING POSTAGE 1ST CLASS PER ITEM

ACCOUNT RECON TOTAL

FUNDS TRANSFER OUTGOING NON-REPETITIVE INCOMING NON-REPETITIVE BOOK TRANSFER BOOK TRANSFER

FUNDS TRANSFER TOTAL CUSTOMER TOTAL

27,103

611021

2939

29210611

7,1031

7,103

1266

7.0000.1500.3000.3000.1200

5.0000.0650.0650.0650.0650

2.5000

.12001.5000.0100

9.00008.76002.50002.5000

14.00 1,065.45 18.30 3.00 D .24 5.00 1.89 2.54 18.98 6.89 27.50 1,163.79

852.36 1.50 71.03 924.89

9.00 17.52 15.00 F 15.00

56.52 2,145.20

TOTAL ANALYZED SERVICES 2127.20

TOTAL FEE BASED SERVICES 15.00

TOTAL DIRECT BILLED SERVICES 3.00

Page 2 of 2

WACHOVIA CONNECTION

ONLINE REPORTS

Wachovia’s Information Reporting Page 2 of 38 Confidential AFP Questionnaire

Wachovia Connection

Report Samples

Wachovia Connection® allows [CompanyNameShort] to monitor its account balances, track detail debit and credit items, and determine the funds needed for disbursement accounts. Wachovia Connection gives you an online, real-time connection to timely information on [CompanyNameShort]’s accounts. We offer comprehensive access to your account information through interactive reporting tools to provide you quick and easy access to the information that you need. To support integration into your current processes, we provide you with the ability to view print and download the information you need.

Information Management

Our Information Management offers more interactive and advanced set of reporting tools. This new application offers faster research capabilities and report customization.

In addition to standard reports, new summary reports provide a complete picture of your account position at a single glance.

Cash Position – provides you with a summary view of your transactions and balances which can be sorted by accounts, account groups, dates, banks and currency based on your needs.

Account Summary – presents you with account activity for a given date or date range and displays the following information:

• Opening, closing and available balances

• Net credits and debits

• Float You can also drill down through the summary information for additional details on transactions. Once your data is displayed, simply click “Export to Excel” to download the formatted data into your systems. Enhanced Transaction Search – tailors your search criteria based on the transaction type you select to help you quickly find details for any transaction.

Traditional Information Reporting Wachovia Connection also provides more traditional information reporting such as predefined reports, data download and report groups.

• You can select accounts by Account Number or Account Name. Wachovia Connection allows your company to designate Account Names that represent the account’s use – such as Payroll – or location – such as Store 2 – or other company identifier.

• You can report previous-day or current-day balance and transaction information, selecting either summary data or full detail.

Wachovia’s Information Reporting Page 3 of 38 Confidential AFP Questionnaire

• If your company chooses to group accounts for reporting purposes, you can request that information be reported by account and subtotaled into group and grand totals, or summarized into groups (representing multiple accounts) and subtotaled into grand totals.

• If your company selects our multi-bank and global information reporting options, you can request information for domestic and foreign currency accounts at Wachovia and other banks.

• You can include multiple predefined reports and/or data downloads in one report group to simplify the data retrieval process. Once you have selected the appropriate options and named the group, you can initiate all items in the group in one step.

Information Management Samples

• Cash Position

• Account Summary

• Transaction Search

Previous-Day Report Samples

• Balance and Detail Report

• Multi-Bank Reporting

• Global Information Reporting

• Interim Account Statement

Current-Day Report Samples

• Intraday Position Report

• Disbursing Summary Report

• Current-Day Lockbox Report (Summary or Detail)

Additional Report Samples

• Electronic Funds Transfer (EFT) Advice Report2

• Return Item Report

• Commercial Loan Reports


The new Information Management application is the evolution of our traditional information

reporting application into a more interactive and advanced set of tools. Information Management

offers better drilldown/ filter features and summary reporting, including two new reports (cash

position and account summary) a new transaction search tool.

Cash Position - Using this tool, our customers can view a summary of different types of transactions sorted by:

Accounts Account groups (to summarize cash flows by operating unit) Dates (to analyze cash flow trends) Bank (to help with multi-bank funding/borrowing decisions) Currency (to help optimize your cross-border activity)

Account Summary - The account summary tools quickly summarizes account activity for a given date or date range and shows opening balance, net credits, net debits, float and closing/available balance. Customers can drill down through the summary information for more details on transactions.

Enhanced Transaction Search - The transaction search tool is designed to quickly help our customers "find a needle in a haystack". Since data may significantly vary for different transaction types, this tool provides tailored search criteria specific to the type of transaction our customers want to find to quickly and easily access details for any transaction type.

Wachovia Bank’s Information Reporting Questionnaire Page 5 of 38 Confidential


Cash Position

Our Cash Position Report provides you with a summary view of your transactions and balances which can be sorted by accounts, account groups, dates, banks and currency based on your needs.



Account Summary

Our Account Summary report presents you with account activity for a given date or date range and displays the following information:

• Opening, closing and available balances

• Net credits and debits

• Float You can also drill down through the summary information for additional details on transactions. Once your data is displayed, simply click “Export to Excel” to download the formatted data into your systems.



Transaction Search

Our Enhanced Transaction Search tailors your search criteria based on the transaction type you select to help you quickly find details for any transaction.


Balance and Detail Report

Through Wachovia Connection, you can receive previous-day balance and detailed transaction reporting in one report available early each day. The previous-day Balance and Detail report combines the features of a comprehensive balance report and a detailed transaction report. It includes balances, float information and debit/credit transaction detail for the last six business days. You also can choose to include pending available information.

This report can serve several functions from monitoring your balance position to reviewing daily activity for account reconciliation purposes. You save the time and cost of receiving multiple reports; more importantly, you get complete information that allows you to make the best use of your funds.

Another important feature of this report is the ability to report descriptive information on each transaction. The information provided helps you identify individual transactions and transfers between accounts in a disbursing or concentration system. Also provided are two reference numbers, your serial number, and Wachovia's sequence number that you can use for research purposes.

Flexible Reporting Options

Concise balance summaries of all your bank accounts save time by enabling you to view only those accounts of immediate interest. While you can retrieve detailed information on every transaction, you may find it more cost effective to receive detail only on items over a minimum dollar amount that you specify. Different minimums can be set for checks, deposits, and electronic transfers. Available features include

• Information on balances, credits, and debits available for the last business day, plus the previous five days. You select the date from which you want information online.

• Detail data that describes paper items, ACH items, wires, internal transfers, and all other transactions. Each item is described in detail and assigned a separate transaction code.

• Complete float information, including immediate credit, available balance, month-to-date average collected balance, and float adjustments. This allows you to closely monitor available funds and bank compensation.

• Optional multi-bank reporting, which includes information on your accounts at other banks as well as Wachovia member banks.

• An account description designated by you for each account or group of accounts. The description may identify a location, division, general ledger number, or other company reference.

• Paper items (checks or deposits) below a minimum amount may be accumulated and included in a summary total. Different minimum amounts can be set for debits versus credits. Paper items appear in check number or deposit order.

• Non-paper items (ACH transactions, wires, internal transfers) also can be summarized below a minimum amount. Transactions appear in descending dollar order.

• Both debit and credit reports can be subtotaled by location indicator. Locations can be stores or divisions.


• Multiple report formats for account detail, group subtotals, grand totals and pending available balance can be selected.


Data Retention on Wachovia Connection:

Report Name Number of Retention Days

Electronic Advice ACH Wire

95 Calendar Days 62 Calendar Days

Payment History 95 Calendar Days Balances & Detail IBIS (London-based) Multi-bank Checking Details

120 Calendar Days 120 Calendar Days 120 Calendar Days

Balances and Summaries 397 Calendar Days

CAP Balances and Detail 95 Calendar Days Commercial Loan Reporting 14 Months Bank & Sweep Statements 16 Months Account Analysis Statements 14 Months Lockbox Summary and Detail 90 Calendar Days Pre-encoded Deposits (PEDS) Reporting 120 Calendar Days

Returns ACH Paper International ACH

120 Calendar Days 120 Calendar Days 120 Calendar Days

Revolving Credit Reporting 1 Business Day Controlled Disbursement History 95 Calendar Days ACH Origination 95 Calendar Days Cash Position Plus Detail 397 Calendar Days Current Day History Detail 120 Calendar Days

Positive Pay Inquiry 45 Business Days Paid Check Review Inquiry` 45 Business Days ACH Positive Pay Inquiry 90 Business Days Images 7 Years


Previous-Day Balance & Detail Reporting


Multi-Bank Reporting

Available through Wachovia Connection, Wachovia’s Multi-Bank Reporting service allows you to generate a previous-day Balance and Detail Report that include all domestic banks with which your company has U.S. dollar accounts. A valuable option for monitoring your accounts, Wachovia’s Multi-Bank Reporting gives you

• Comprehensive information following BAI balance reporting specifications

• Data delivered directly to your personal computer enables you to monitor your cash position more effectively

• An immediate overview of all activity to date

• A flexible reporting format that lets you select information from one account, multiple accounts, or all accounts


These special features bring greater ease, efficiency and accuracy to reconciling your accounts. One reporting format for all banks means you do not have to continually train and update employees on different banks’ reporting formats. This can yield a significant time and cost savings in training new and existing employees. More importantly, complete information allows you to make the best use of funds.

If you generate a multi-bank report and there have been no updates to the account for that date, the account report will note that no information exists for the requested date. Banks that have not reported for the requested date will be listed with an error message. Unlike other reporting systems that merely recycle the last account update, Wachovia Connection provides the information you need to make sure that transaction values are available on the date requested.


Previous-Day Balance Report (Multi-Bank)


Global Information Reporting

For most companies, the boundaries of domestic treasury management have expanded to include various global functions, including foreign currency transactions. This has increased the need for quick and consistent monitoring of account transactions and balances. Global Information Reporting through Wachovia Connection enables you to monitor currency cash flow positions, reconcile all foreign, domestic and Wachovia bank accounts, and manage your risk position promptly and effectively.

Wachovia gives you the option to generate a previous-day Balance and Detail Report that includes all banks with which your company has domestic and foreign currency accounts. This report enables you to monitor currency cash flow positions, reconcile all foreign, domestic and Wachovia bank accounts, and manage your risk position more promptly and effectively. Global Information Reporting allows you to access

• Detailed credit transactions †

• Detailed debit transactions †

• Balance information in U.S. and foreign currencies

• Previous-day balances (collected/available)

† = For all foreign, domestic and Wachovia bank accounts.


Wachovia’s Global Information Reporting is a valuable global treasury and risk management tool:

• Account information is electronically delivered, which allows you to monitor cash flow positions in multiple currencies, reconcile accounts more frequently, and manage currency risk positions more promptly and effectively.

• Comprehensive information following BAI balance reporting specifications on your foreign, domestic and Wachovia accounts.

• The flexible reporting feature allows you to select either single or multiple account listings.

• Foreign and domestic balances – whether at another institution or at Wachovia – can be managed more efficiently. This feature is especially important in decentralized account environments.


Interim Account Statement

This previous-day report provides information about your account activity beyond the current month's account statement cycle. The following information is reported:

• Bank Name, Account Number, and Account Name

• Beginning Book Balance

• Ending Book Balance

• Debit and Credit Detail


This valuable tool allows you to view account information for a single date or for periods of up to 90 days – including the current statement cycle and the two prior statement cycles. With account information delivered electronically, you can monitor your cash flow position more frequently.


Intraday Position Report

This current-day report provides beginning balances updated with debit and credit transactions as processing occurs throughout the day. Information is added to this report periodically as internal systems report activity to Wachovia Connection. The report includes the transaction amount, the amount available, and the number of items in the transaction. The report calculates your projected end-of-day balance. Account identifiers may be defined for each account or group of accounts.

Debit and credit transactions are posted to Wachovia's corporate database in a real-time environment. The Intraday Position Report allows you to receive the available account balance at the start of the business day. The service provides you debit and credit transaction totals for broad categories of activity affecting the account and a current available balance.

Since the Intraday Position Report is updated continuously, debit and credit transactions from all internal systems are available for reporting immediately after processing. To help you judge the expected impact of transactions on your closing book and available balance, your company benefits from an up-to-date report that includes these transactions:

• Lockbox deposits

• Cash letter deposits

• Incoming and outgoing Fedwire transfers

• ACH activity effective that day

• International collections and foreign exchange

• Maturing investments

• Disbursing debits


• Select individual accounts of immediate interest or show a total company position

• Use account identifiers for each account or group of accounts. Identifiers are designated by you and may represent a location, division, general ledger number, or other company reference.


Intraday Position Report


Disbursing Summary Report

Current-Day Disbursement Reporting helps you determine your daily cash position conveniently and cost-effectively. The Disbursing Summary Report provides the funding amount for each of your disbursing accounts. Early each day, you know the total amount of items expected to post to your Wachovia disbursement accounts that night.

Wachovia obtains information through an automated controlled disbursement system. This system calculates your daily funding position as soon as the desired information is available. Information on paper and electronic disbursements is available, including the total for first and second presentments. This method of reporting offers you the benefits of

• Speed – Disbursement funding information is available immediately to all customers.

• Convenience – You access data when you are ready rather than waiting for a call.

• Accurate Reporting Wachovia Connection provides a report on the funding amount for each disbursement account. Information on paper and electronic disbursements is available, including the split between first and second Federal Reserve cash letters.


This report provides a complete summary of your account activity at a time you select – just after the Federal Reserve's second presentment cash letter, for example. The standard report allows you to

• Group your accounts for subtotals and to meet your specific accounting needs.

• Designate an account identifier for each account or group of accounts. The identifier may represent a location, division, general ledger number or other company reference.

• Display all components of your funding calculations identified by BAI code and full descriptions.


Disbursing Summary Report


Current-Day Lockbox Report

This current-day report offers real-time access to the paper and electronic deposits made to each of your lockbox accounts within the Wachovia Lockbox Network. Immediate credit, one-day and two-plus-day float information is provided for each deposit. Multiple formats allow you to review information at either the deposit or lockbox level. Deposits are subtotaled by individual lockbox and account. Totals are available by group of accounts, and a grand total is provided. Report updates occur throughout the day and provide timely information for daily cash position and cash forecasts calculation.


• Paper deposits are reported and subtotaled by individual lockbox and account. A deposit total is presented for each account and account grouping. A grand total summarizes all deposits.

• Accounts can be grouped according to your company's reporting needs.

• Multiple format options can be used to review information at either the deposit or lockbox level.

• Electronic deposits (wire or ACH) are displayed separately by depository account.


Current-Day Lockbox Report (Summary)


Electronic Funds Transfer (EFT) Advice Report

This report provides up-to-the-minute transfer details. The report can be used to track and manage your company’s electronic collection and disbursement activity. You can select wire, ACH or international transactions – showing debits, credits or both. Summary and detailed information is available, including a full translation of ACH addendum records into easy-to-read formats. Transaction information is available for the current day as well as the previous 62 calendar days.

Cash managers can log on as often as needed to access real-time updates on transfers. The service can save valuable time in coordinating investment, borrowing, or other funding decisions.

The Advice Report provides details regarding

• Fed wire transfers

• ACH transactions

• International transactions

• Internal account transfers

• Transfers between Wachovia member banks

You can use the Electronic Funds Transfer Advice to track your company’s funds transfer activity; it also can be helpful in managing your company’s other electronic collections and disbursement activity. The report can play a key role in helping you track-incoming payments for the release of shipments or for critical outgoing payments.


Sort options let you determine how report information is presented. Available features include:

• Transaction information for current date as well as previous 62 calendar days.

• Transfer summary or full detail, for any transaction. Full detail includes all information generated by the originating financial institution.

• Data for Fed wires including Fed reference number, sending and receiving bank, and third-party information.

• Full translation of ACH addendum data into easily readable information.

• Detailed information for both foreign drafts and wires initiated on your U.S. dollar account.

• Immediate availability of information on transfers as soon as they are processed.


EFT Advice Report - Summary Report (Wires)


EFT Advice Report Detail Report (Wires)


Return Item Report

The Return Item Report provides fast and convenient access to detailed information on returned debit and credit items. Information is consolidated to include both ACH and paper items in an easy-to-read format. This report also includes ACH notifications of change (NOCs) to assist you with updates to your ACH masterfile data.

Previous-day and current-day reporting is provided for ACH items and NOCs, with previous-day reporting offered for returned paper items. Thus, you can eliminate the waiting period required to receive paper reports through the mail or the time required to call the bank to request this information and then transcribe it.

With complete, accurate return item information, you can react quickly to handle accounting entries – posting to general ledger, reconciling, or managing inter-company accounting tasks – and you can begin the collection process sooner, limiting your company's collection risk.


The report, which is tied to your depository account to help with audit requirements, is available in three formats:

• Detail and totals for ACH credits and debits, paper credits and debits, and NOC credits and debits (shown in the following sample).

• Detail and totals for ACH and NOC returns only.

• Detail and totals for paper returns only.

Account, group and grand totals are reported in each format. Previous-day detailed information is available for any one of the five prior business days, and current-day information lists the time ACH items were received during the day. Paper items are posted once each day with the operations center listed.


Return Item Report (detail shown for ACH credits and debits)


Commercial Loan Reporting

Customer Summary Report


Commitment Detail Report


Obligation Payoff Report


Obligation Transaction History Report


Comprehensive Fraud Protection

Wachovia Connection® provides comprehensive tools to monitor and prevent fraudulent activity on your accounts. Monitor your accounts for both paper and electronic items. Our advanced monitoring, online decisioning tools and customizable alerts allow you the flexibility you need while preventing fraud.

• Positive Pay — our traditional positive pay service offers matching of posted items to your issue file. Any item(s) that do not match are reported to you online. With a simple click, you can view the image of the check and make your pay or return decisions online.

• Paid Check Review — if you prefer not to send Wachovia an issue file, you can still prevent fraudulent items from posting to your account. Each morning, Wachovia Connection provides you access to your paid checks. With a simple click, you can view the image and make your pay or return decision online.

• ACH Positive Pay — ACH Positive Pay provides you with the electronic ACH items that will post to your account. You can view the details online and make decisions to pay or return the item.

• ACH Payment Authorization — if you prefer, you can setup ACH Payment Authorization online. Determine who can debit your account via ACH online. Items that are presented to your account that do not match your authorization are automatically returned. As an added feature, reports are available showing items that have been returned on your behalf

�� Check Issue and Check Cancel — allows you to review exceptions from your reconciliation issue file and issue or cancel them online on a real-time basis. Your reconciliation reports will be more accurate, requiring less manual processing for exception items.

�� Issue/Cancel Inquiry — provides check issue and cancel activity detail your users perform through Wachovia Connection. Activity is online for 45 days and can be retrieved by date or by a range of dates.


Positive Pay


Paid Check Review

ACH Positive Pay


ACH Payment Authorization


Image Services

Wachovia Connection® provides comprehensive image viewer allows you to view images of paid checks, deposits and deposit items (over-the-counter, RDC and lockbox), statements, return items and positive pay exception items. You can submit a broad search or use our search options to find that “needle in a haystack”. Once the results are returned, you can view selected images, print selected images or Export to Excel.

ACCOUNT RECONCILEMENT

REPORTS

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Treasury Management

ClientLine ®ClientLine ®

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MERCHANT REPORTS

24 x 7 Online Access

2

Reporting Dashboard

3

Drill Down To Transaction Level Details

4

Drill Down To Funding Information

5

Disputes Dashboard

6

Drill Down To Chargeback Details

7

Report Builder

8

Report Scheduler

9

Scheduled Reports

10

Customize Reporting Groups

11

Rate Analysis – Qualification Analysis

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Rate Analysis – Qualification Expense

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City of Dania Beach, FL

DEPOSIT AGREEMENT AND DISCLOSURES FOR

COMMERCIAL ACCOUNTS

EFFECTIVE JANUARY 1, 2010 Wachovia Bank, N.A. and Wachovia Bank of Delaware, N.A., Members FDIC, until March 20, 2010. Effective March 20, 2010, Wachovia Bank and Wachovia Bank of Delaware will be divisions of Wells Fargo Bank, N.A., Member FDIC.

No todos los documentos necesarios para abrir cuentas y darle mantenimiento a las mismas, están disponibles en Español. Para asistencia en Español, por favor llame al 800-326-8977.

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Legal Language

Pg. 12, 31. Subcontracting The Bank must reserve the right to subcontract. However, should the Bank choose to subcontract, it shall remain fully responsible for performance of all obligations including those performed by a subcontractor which is required to be performed under the contract. Pg. 14, 42 Indemnification of City Wells Fargo will provide an appropriate indemnity for claims and losses directly resulting from the negligence or willful misconduct of its officers, directors, employees, agents, subcontractors and assigns in connection with providing the services contemplated under the RFP. Wells Fargo believes that each party should be responsible to the other party for claims and losses directly resulting from the negligent or intentional acts and omissions of their respective officers, directors, employees, agents and assigns taking into consideration the principles of comparative fault. We understand the importance of this requirement and, upon the award of business to Wells Fargo, will discuss and negotiate the indemnity based on the parameters set forth herein. Sample Language: During the term of the contract, Wells Fargo will indemnify, defend and hold harmless the City and its officers, directors, employees, agents and assigns (the “Indemnified Parties”) from and against all claims, losses, demands, liability, judgments, awards, interest, attorney's fees and costs (collectively, “Losses”) arising out of, resulting from or relating to the performance of the services provided hereunder which are, in each case, directly caused in whole or in part by the negligent or intentional acts or omissions of Wells Fargo or any of its officers, directors, employees, agents, subcontractors or assigns, except to the extent such Losses are caused by the negligence or intentional misconduct of any Indemnified Party.

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Welcome to Wachovia. Thank you for banking with us. This Deposit Account Agreement (“Agreement”) contains the following important sections:

I. DEPOSIT ACCOUNT AGREEMENT

II. SPECIAL TERMS AND CONDITIONS FOR WIRE TRANSFE RS

III. SPECIAL TERMS AND CONDITIONS FOR AUTOMATED CL EARING HOUSE (ACH) TRANSACTIONS

IV. PRIVACY POLICY FOR WELLS FARGO AND WACHOVIA C OMPANIES

Please READ and RETAIN this Agreement so that you can refer to it whenever you have a question about your account. If you have any questions after reading this Agreement, we will be happy to answer them. You may obtain an additional copy at any Wachovia Financial Center or by calling 1-800-222-3862.

TABLE OF CONTENTS

I. Deposit Account Agreement ................................ 3 1. Legal Effect of Agreement ................................ 3 2. Scope of Agreement ......................................... 3 3. Deposits ........................................................... 3 4. Collection of Items ............................................ 3 5. Payment of Checks and Other Withdrawals ..... 4 6. Authorized Signatures ...................................... 5 7. Facsimile Signatures ........................................ 5 8. Insufficient Funds/Overdrafts ............................ 5 9. Overdraft Checking Protection ......................... 5 10. Service Fees .................................................... 6 11. Automated Processing of Items ........................ 6 12. Fraud Detection/Deterrence and Safeguarding Your Account .................................................... 6 13. Statements ....................................................... 7 14. Review of Account Statements ......................... 7 15. Stop Payment ................................................... 8 16. Setoff and Security Interest .............................. 8 17. Notices ............................................................. 9 18. Closing your Account ....................................... 9 19. Reporting Information ....................................... 9 20. Abandoned/Dormant Accounts ......................... 9 21. Placement of Endorsements ............................ 9 22. Stale, Time-Dated and Post-Dated Items ......... 9 23. Night Depository Services ................................ 9 24. Courier Bag Retrieval and Delivery ................ 10 25. Treasury Services .......................................... 11 26. Time Deposits ................................................ 12 27. Interest Information ........................................ 13 28. Commercial Money Market Accounts ............. 13 29. Internal Money Management Accounting ....... 13 30. Policy for Payment of Interest on Collected Balances ........................................................ 13 31. Business Savings Accounts ........................... 13 32. Interest-bearing Account Limitations .............. 13 33. Commercial Money Market Account Transaction Limitations .................................. 13 34. Business Savings Account Transaction Limitations ...................................................... 13 35. Client Fund Manager ...................................... 13 36. Transfer of Accounts/Assignment of Deposits ......................................................... 13 37. Legal Process Affecting Accounts .................. 14 38. Power of Attorney ........................................... 14 39. Other Adverse Claims .................................... 14 40. Conflicts/Disputes Involving the Account ........ 14 41. Changing This Agreement .............................. 14 42. Customer’s Waiver of Notice .......................... 14 43. Waiver of Rights by the Bank ......................... 14 44. Invalidity of Contract Provisions ..................... 14

45. Force Majeure ................................................ 14 46. Applicable Law ............................................... 15 47. Arbitration of Disputes/Waiver of Jury Trial and Participation in Class Actions .................. 15 48. Accuracy and Verification............................... 15 49. Reimbursement of Bank ................................ 15 50. Your Representations, Warranties and Covenants...................................................... 15 51. Signatures Received Via Facsimile (Fax)....... 16 52. Consent to Recording, Monitoring and Use of Automated Communications ....................... 16 53. Unlawful Internet Gambling ............................ 16 54. Entire Agreement ........................................... 16

II. Special Terms and Conditions For Wire Transfers ..................................................... 16

1. Authorization and Security Procedure ............ 16 2. Execution of Payment Orders ........................ 16 3. Cut-Off Times ................................................ 16 4. Advice of Funds Transfers ............................. 17 5. Limitation of Liability ...................................... 17 6. Use of Identifying Numbers ............................ 17 7. Interest Compensation ................................... 17 8. International Payments .................................. 17

III. Special Terms and Conditions For Automated Clearing House Transactions ........................... 17

1. Services ......................................................... 17 2. Services Performed ....................................... 18 3. Rules and Verification of Entries .................... 18 4. Office of Foreign Assets Control (OFAC) ....... 18 5. Pre-notification ............................................... 18 6. Cancellation, Amendment and Rejection of Entries ........................................ 18 7. Retention of Information and Authorizations ................................................ 18 8. Inconsistency of Name and Account Number ............................................ 18 9. Security Procedures ....................................... 18 10. Returned Entries ............................................ 19 11. On-Us Entries ................................................ 19 12. Provisional Payment ...................................... 19 13. Collected Funds ............................................. 19 14. Authorization Warranty .................................. 19 15. Telephone-Initiated Entries ............................ 19 16. Internet-Initiated Entries ................................. 19 17. Your Liability .................................................. 20 18. Limitation of Liability ...................................... 20

IV. Privacy Policy For Wells Fargo And Wachovia Companies .................................... ..................... 20

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I. DEPOSIT ACCOUNT AGREEMENT

1. LEGAL EFFECT OF AGREEMENT. This Agreement governs all commercial deposit accounts established with Wachovia Bank, National Association and supercedes any previous deposit agreement. The words “you,” “your” and “yours” as used in this Agreement mean the person, partnership, corporation, association, limited liability company or other entity that maintains one or more deposit accounts with us including, but not limited, to all owners and signers on the account. The words “we,” “us,” “our,” and “Bank” as used in this Agreement mean the Wachovia Bank in the state where we maintain your account , whether as a separate legal entity until March 20, 2010 or as a division of Wells Fargo Bank, N.A. effective March 20, 2010. When you open, use and/or maintain an account with us, you are agreeing to the terms of this Agreement, including the fees and charges listed in the Schedule of Fees and Funds Availability for Commercial Accounts disclosure which is incorporated herein by reference. This Agreement, the Schedule of Fees and Funds Availability for Commercial Accounts and the Signature Card comprise our legally binding contract with you. For purposes of this Agreement, “Signature Card” refers to the Deposit Account Application or any other account opening documents that you completed when establishing your account. Our deposit relationship with you is that of debtor and creditor, and you agree that we are not in any way acting as a fiduciary for you or for your benefit. Depending on the context in which it is used, the term “item” means a check, draft or other written order or instruction for the payment of money or a point-of-sale authorization request, ATM withdrawal, ACH entry or other electronic transaction.

2. SCOPE OF AGREEMENT. This Agreement only applies to business accounts. Business accounts are those accounts established by a partnership, corporation, association, limited liability company or other entity operated on a for-profit basis; a corporation or an association operated on a not-for-profit basis; a governmental unit; and an individual who intends to use the account for carrying on a trade or business (hereinafter collectively referred to as “business”). The classification and form of ownership of a business account are as designated on the Signature Card for an account and we may rely on those designations for all purposes relating to such account.

The business and each person who signs the Signature Card, any resolution or any other separate written authorization concerning an account, represents to and agrees with us that, (a) the business has taken all actions necessary to open and maintain the account, (b) all resolutions or other authorizations given to us by or on behalf of the business are true, accurate and complete in all respects, (c) all assumed or fictitious names used by the business have been duly registered or filed with the applicable governmental authorities, and (d) each person whose name is written or printed on the Signature Card, any resolution or any other separate written authorization concerning the account has

complete authority to bind the business in all transactions involving any account.

The business agrees to notify us promptly in writing of any change in its form of organization or ownership or in the authority of any person with respect to the account or any transactions relating to it. We also reserve the right to require a partnership, corporation or other legal entity to give separate written authorization telling us who is authorized to act on its behalf. We may conclusively rely upon written instructions from the secretary or assistant secretary (or equivalent officers) of the business. We are authorized to follow the directions of a person designated as having authority to act on the entity’s behalf until we receive written notice that the authority has been terminated and have had a reasonable time to act upon that notice.

3. DEPOSITS. You may make deposits to your account in person at our financial centers, by mail or by any other method that we make available, such as at Wachovia Automated Teller Machines (ATMs). You are encouraged to use your personalized deposit slips in order to help us credit deposits to your account as soon as possible and to minimize errors. If you do not use your personalized deposit slips, you agree that we will not be liable to you for any errors resulting from your use of a counter deposit slip, whether completed by you or one of our employees. We are not responsible for deposits made by mail, night depository or other outside depository until we actually record the receipt of those deposits in our books and records. We have the right, but are not obligated, to endorse any items submitted for deposit to your account and to deposit them into your account and the right not to accept items that contain multiple, missing, or improper endorsements. We also have the right to limit, refuse, hold, or return any deposit. You agree that you shall not deposit, without our prior express written consent, unsigned demand drafts, any item in a check carrier, or any paper or electronic replacement for the original item, including without limitation substitute checks as defined by federal law that have not been previously endorsed by a bank. You agree to be liable for and to reimburse us for any loss or expense or liability (including without limitation, attorneys’ reasonable fees and costs of litigation) we may incur because you deposit any such items listed above, you fail to endorse an item exactly as drawn, you deposit an item with a missing endorsement, or resulting from or arising out of any return of or claim with respect to any deposited item for any reason whatsoever. You agree that we can automatically charge your deposit account for such losses and expenses without prior notice to you. If we receive an item on a weekend, holiday or after our “cut-off” hour on a business day, the item is deemed to have been received on our next business day. You agree that our count of the coins and currency in your deposit shall be conclusive as to the amount. We will make any necessary adjustments to your account for any discrepancies and notify you. Our business days and cut-off hours are posted at our financial centers and ATM cut-off hours are displayed on the ATM deposit screen and are subject to change from time to time at our discretion. We reserve the right to make

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adjustments to your account, in our sole discretion, for computation or other errors to your account.

4. COLLECTION OF ITEMS. In receiving items for deposit or collection, we act as your collection agent and assume no responsibility beyond the exercise of ordinary care. Special instructions for handling an item are effective only if made in writing and given to us along with the item in question. We will not be liable for default or negligence of our correspondent banks or for loss in transit, and each correspondent bank will only be liable for its own negligence. You are responsible for reconstruction and proof of loss of any items, including checks and other negotiable instruments, included in deposits that are lost or stolen in transit before we have received and accepted the deposit. Further, you agree to fully cooperate and assist in the reconstruction of any items, including checks and other negotiable instruments, included in deposits that are lost or stolen in transit after we have received and accepted the deposit. Items and their proceeds may be handled in accordance with applicable Federal Reserve regulations and operating circulars, Clearing House Association or Funds Transfer System rules, and contractual arrangements with other financial institutions. All deposited items (including those drawn on another account at the Bank) are credited subject to final payment and our receipt of cash proceeds. If you deposit foreign currency or items that are denominated in a foreign currency into your account, the final credit to your account will be based on the exchange rate in effect at the time we receive final payment for that item in United States currency. Without prior notice to you, we may charge back any item at any time before final payment, whether returned or not, and we may also charge back any item drawn on us if the item cannot be honored against the drawer’s account. We are authorized to pursue collection of previously dishonored items, and in so doing we may permit the payor bank to hold an item beyond the midnight deadline.

If any check or other item deposited in your account is returned to us by the bank on which it was drawn through the Federal Reserve, a clearing house or other normal check return channels, we may accept that return and charge the check or other item back against your account without regard to whether the bank on which the check was drawn returned the check before its midnight deadline. At our discretion, you authorize us to convert any of your checks that are returned for uncollected or insufficient funds to an electronic transaction. Furthermore, if, after a check or other item deposited into your account is finally paid, it is returned to us by the bank on which it was drawn because someone has made a claim that the check or other item was altered, forged, unauthorized, or should not have been paid for some other reason, we may debit your account for the amount of the item. If you have insufficient funds in your account to cover a returned item, we may overdraw your account in accordance with this Agreement in an amount equal to such check or other item. You agree to reimburse us for any costs or expenses we incur in connection with any such claim (including, without limitation, attorneys’ reasonable fees and court costs) and agree that we may impose service fees against your account for processing any

such claim as reflected in our Schedule of Fees and Funds Availability for Commercial Accounts from time to time.

5. PAYMENT OF CHECKS AND OTHER WITHDRAWALS. Checks and other items are sometimes lost or truncated (i.e., converted into electronic images) during the collection process. Items that have been truncated may also be reconverted into substitute checks or other replacement documents. Under federal law, the Bank is required to accept substitute checks with warranties as the legal equivalent of the original and the Bank will pay and charge against your account such substitute checks. Moreover, you agree that the Bank may at its discretion pay and charge against your account photocopies, image replacement documents, electronic checks or other paper or electronic replacements of the original item that do not constitute substitute checks, if they are legitimate replacements for properly drawn and authorized items. You agree to allow any imaged document or copy to serve as the original for all purposes, including charging your account or determining validity of signature, etc. We may refuse to pay or may impose a special fee for any check or other item drawn against your account or used to withdraw funds from your account if such item is not on a form we have approved. We also reserve the right to refuse to pay or impose a special fee for any check or other item drawn against your account or used to withdraw funds from your account if the transaction is made in a manner not specifically authorized for your account, if made more frequently or in a greater number than specifically permitted for your account, or if made in an amount less than the minimum withdrawal or transfer specifically permitted for your account. If you issue checks for payment with duplicate serial numbers, this will impair the bank’s ability to protect your account; thus, you will have issued such checks at your own risk and we shall not be liable for such transactions. Withdrawals are generally made first from finally collected funds and, unless prohibited by law or by our Schedule of Fees and Funds Availability for Commercial Accounts policy, we have the right to refuse to pay any check or other item drawn against uncollected funds, impose a special fee for each such item, or both. We may pay checks or other items drawn upon your account (including those payable to us or on which we may be liable) in any order determined by us, even if (1) paying a particular check or item results in an insufficient balance in your account to pay one or more other checks or other items that otherwise could have been paid out of your account; or (2) using a particular order results in the payment of fewer checks or other items or the imposition of additional fees. Although we generally pay larger items first, we are not obligated to do so and, without prior notice to you, we may change the order in which we generally pay items.

From time to time, a person who is not our customer may attempt to cash a check that you have written on your account with us. Cashing an item for a non-customer exposes us to certain risks that are not present if the item is deposited at another financial institution and presented to us through the check collection system. As a result, you agree that we may

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charge a non-customer a fee to cash an item (including a payroll check) that is drawn on your account with us unless prohibited by applicable law. You also agree that we may impose various additional identification, security and other requirements on a non-customer seeking to cash an item at one of our financial centers. These requirements may include, without limitation, submitting one or more forms of identification, providing thumbprints or other identifiers, and using specified teller lines that may only be available at specially designated locations. You agree that we will not be liable for wrongful dishonor for refusing to cash the item if the payee refuses or fails to pay the fee or comply with such reasonable security measures.

We reserve the right to limit the amount of funds that may be withdrawn from your account in cash for various reasons including, without limitation, the amount of currency that is available at a particular financial center. This limitation is in addition to those set forth in other sections of this Agreement.

6. AUTHORIZED SIGNATURES. The authorized signatures for an account are those reflected on the Signature Card, or on any resolution or other separate written authorization relating to the account received by us. For the payment of funds and for other purposes relating to any account you have with us, we are authorized to recognize those signatures, but we will not be liable to you for refusing to honor a check or other signed instructions if we believe, in good faith, that the signature appearing on such checks or instructions is not genuine. If the Signature Card is not returned, you agree that we will not be liable to you for honoring checks or other signed instructions if we believe in good faith that the signature appearing on such checks or instructions is authorized. When an account is established, you may indicate your desire for more than one authorized signature on a check or other item drawn against the account by designating a specific number of desired signatures on the Signature Card, a resolution or in a separate written authorization that is received by us. However, we do not offer accounts that require two or more signatures. Any such designation is solely for your convenience and internal control purposes and is not binding on us. As a result, you agree that we may pay checks against your account without regard to the number of desired signatures. You may also give another person authority over your account by your conduct or failure to act.

7. FACSIMILE SIGNATURES. If you use a facsimile signature or endorsement, whether by machine, stamp or otherwise, that is not made by handwriting on any checks, drafts, notes, or other negotiable instruments with or without a designation of the party making such signature or endorsement, you agree that we may pay and charge your account for payments, checks, drafts, notes or other orders for payment bearing or purporting to bear the facsimile signature or endorsement of any person or persons required to sign, regardless of by whom or by what means the actual or purported facsimile signature or endorsement may have been affixed (whether or not authorized), and regardless of by whom or by what means the check, draft, note or other order for payment was created (whether or not authorized). We are not liable for any use of a facsimile signature

or endorsement device. If you use a facsimile signature or endorsement, you bear the risk of any unauthorized use of your facsimile method or the use of fake facsimiles that may appear to be facsimiles.

8. INSUFFICIENT FUNDS/OVERDRAFTS. We may determine whether or not your account contains sufficient funds to pay a check or other item, authorize a point-of-sale transaction, or process any other electronic transaction at any time between the time we receive the check or other item, point-of-sale transaction authorization request, or other electronic transaction and our return deadline, and only one determination of the account balance is required. If our determination reveals insufficient available funds to pay the check or other item, authorize the point-of-sale transaction, or process the other electronic transaction you agree to pay us a service charge, and we are not required to honor the check or other item, authorize the point-of-sale transaction, or process the other electronic transaction and may return it, and/or decline it. Alternatively, we may honor the check or other item, authorize the point-of-sale transaction, or process the other electronic transaction and create an overdraft and impose a service charge for paying the overdraft. You agree to deposit sufficient funds to cover the overdraft and the related service charge upon notice of the overdraft and to reimburse us for any costs we incur in collecting the overdraft from you including, without limitation, attorneys’ reasonable fees and the costs of litigation to the extent permitted by law. However, the honoring of one or more overdrafts does not obligate us to honor any future overdrafts, and you should not rely on us to honor an overdraft even if we have done so in the past. Moreover, we are not required to send you prior notice on checks returned for insufficient funds.

9. OVERDRAFT CHECKING PROTECTION. If overdraft checking protection is available and you elect that option, we will automatically transfer funds, sufficient to cover the amount of any overdraft and service charge to your primary checking account from any other eligible secondary deposit account (checking, savings or money market) or credit account (commercial credit card or line of credit) you selected. One transfer will be made at the end of the business day in which an overdraft(s) occurs, as follows:

A. Overdraft transfers made from deposit account.

Funds will be transferred in the next largest full dollar amount. You agree to pay an overdraft protection service charge for each daily transfer, as provided in the our Schedule of Fees and Funds Availability for Commercial Accounts, and that charge will be deducted from your primary account. This is not an extension of credit and no transfer will be made if sufficient funds are not available in your secondary account to cover the overdraft. If your secondary account is a savings or money market account, transfers from such accounts are pre-authorized transfers and, under federal regulation, you are not permitted to make more than six (6) pre-authorized transfers (including telephone transfers) each statement period.

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B. Overdraft transfers made from a credit account.

Funds will be transferred in amounts rounded up to the next one hundred dollar ($100) increment, subject to your available credit limit. An overdraft transfer from a credit account is treated as a cash advance and is subject to the terms of the credit agreement, including any applicable transaction fee or other fees.

If there are not sufficient funds in your secondary deposit account to cover an overdraft in your primary checking account, no transfer will be made and you will be charged an insufficient funds fee in accordance with the Schedule of Fees and Funds Availability for Commercial Accounts. That fee will be deducted from your primary account.

10. SERVICE FEES. You agree to pay any service fees that apply to your account or the services described in or incorporated into this Agreement. Service fees may include, but are not limited to, charges for check printing, check writing, stop payment orders, notices of post-dated items, cashier’s checks, overdrafts, Automated Clearing House (ACH) entries, wire transfers, insufficient funds checks, other items, point-of-sale transaction authorization requests and other electronic transactions, and treasury services and other depository services. Any fees may be deducted from your account without prior notice to you. We will not be liable for dishonoring checks or other withdrawal orders because of insufficient funds resulting from proper deduction of fees. Our current Schedule of Fees and Funds Availability for Commercial Accounts will be given to you when you open an account and is available at any of our financial centers. Service fees are subject to change from time to time at our discretion. Notice of any changes will be sent to you at the address shown on our records, and a reasonable period of time will be given before any changes become effective. You further agree to reimburse us for any actual expenses we incur to execute, cancel or amend any wire transfer payment order or ACH entry, or perform any related act at your request.

11. AUTOMATED PROCESSING OF ITEMS. Checks

you write or deposit may be automatically processed and/or converted into electronic images (truncated) during the check collection and return process. If you elect to have your bank documents printed by a vendor that has not been approved by the Bank, or you use check stock or features (e.g., security features) that cause critical data on the check to disappear or be obscured upon truncation or you make your check out in such a way (e.g., using a lightly colored ink) that causes critical data to disappear upon truncation, you will be doing so at your own risk. We shall not be liable for processing errors or delays, losses or our failure to process any such item due to printing inaccuracies, faulty magnetic ink, encoding of critical data, or the failure of critical data printed or written on the item to survive truncation, or the use of check carriers. We have adopted automated collection and payment procedures so that we can process the greatest volume of items at the lowest possible cost to all customers. These automated procedures involve

high-speed automated check processing machines that read information encoded onto each item in magnetic ink. In recognition of this fact, you agree that in paying or taking an item for collection, we may disregard all information on the item other than any information encoded onto the item in magnetic ink according to general banking standards, whether or not that information is consistent with other information on the item. For example, we may rely on the amount of a check as encoded in magnetic ink, even if that encoded amount is greater than the face amount of the check or exceeds the maximum amount for which the check is valid as stated in a legend on the check. You agree to reimburse us for any loss or expense (including without limitation, attorneys’ reasonable fees and the cost of litigation) we incur because you issue or deposit an item (1) containing extra information such as, but not limited to, maximum amount limitations, date limitations, two signature requirements, etc.; (2) containing features or ink that cannot be properly imaged; or (3) placed in a check carrier. Furthermore, you agree that we have exercised ordinary care in paying an item even though our procedures do not provide for sight examination for alterations, verification of signatures or other aspects of items with a face amount below an amount we specify from time to time.

12. FRAUD DETECTION/DETERRENCE AND

SAFEGUARDING YOUR ACCOUNT. There are several precautions that you can and should take to decrease the risk of unauthorized transactions from your account(s). Such precautions include, but are not limited to:

• Safeguarding and not disclosing to third parties information about your account, such as your account number(s);

• Safeguarding materials and information which can be used to access your account, including but not limited to, your checkbook, blank or unused checks, electronic access devices including ATM cards, personal identification numbers, and any passwords or other access-related information, to prevent them from being misused by an unauthorized party;

• Calling us immediately at 1-800-WACHOVIA (1-800-922-4684) if you suspect any problem with your account or unauthorized activity, or your checkbook or unused checks are lost, stolen or misplaced;

• Reviewing carefully your checkbook and unused checks for unauthorized activity if you suspect that any of these items may have been stolen or tampered with, or if you are the victim of theft or your property is burglarized;

• Promptly and carefully reviewing your statement each month for unauthorized activity or missing deposits;

• Closing your account immediately upon discovery of any known or suspected unauthorized activity. When you report missing, stolen, or unauthorized checks, we may recommend that any account(s) that has been compromised by unauthorized or fraudulent activity be closed. If you decline this

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recommendation and elect to leave your account open, we shall not be liable to you for subsequent losses on the account due to unauthorized activity and we may require you to agree to reimburse us for any losses we incur as well;

• Limiting your telephone transactions with us to landline telephones. Cordless or cellular phone conversations can be intercepted without your knowledge or authorization;

• Maintaining close control over your facsimile signature devices to immediately detect any unauthorized use of those devices.

• Issuing any checks with care to avoid alterations or forgeries. Precautions include without limitation using a dark colored permanent ink to write out your checks, making sure the numeric and written amounts match and are readable, and making sure there are no blank or open spaces in the body of the instrument where words or figures are to be inserted.

In addition, from time to time we may make certain products and services that are designed to detect and/or deter check fraud available to you. While no product or service will be completely effective, we believe that the products and services we may offer will reduce the likelihood that certain types of fraudulent items will be paid against your account. You agree that if you fail to implement any of these products or services, or you fail to follow these and other precautions reasonable for your particular circumstances, you will be precluded from asserting any claims against us for paying any unauthorized, altered, counterfeit or other fraudulent item that such product, service, or precaution was designed to detect or deter, and we will not be required to re-credit your account or otherwise have any liability for paying such items.

13. STATEMENTS. Your statement will be mailed or made available to you electronically, either monthly, quarterly or annually, depending on the types of accounts and services you have with us, and will include the amount of interest earned, if any, for the statement period. We will mail (or otherwise make available to you) statements for your account to the postal or electronic address we have for you in our records. If you elect to have statements mailed to a third party address, you are still responsible for careful and prompt examination of the statement and the timely reporting of any problems or unauthorized transactions as outlined below. You agree to notify us if you change your postal or electronic address. You also agree that if the U.S. Postal Service or one of its agents notifies us of a change in address for you, we may change your address based on information provided to us by the U.S. Postal Service. We will have no liability to you for changing your address based on such information, even if the information provided by the U.S. Postal Service is in error. If any statement is returned to us because of an incorrect address, we may stop sending statements to you, but for all purposes it shall still be considered as if we made your statement of account available to you as of the statement date that was or would have been printed on your statement, showing payment of items

and the items paid or the information sufficient to allow you to reasonably identify the items paid.

Your statement will be deemed to have been received by you five (5) calendar days after its date. You are responsible for notifying us promptly if you do not receive your statement(s). If you do not receive your statement contents (or you receive illegible copies of imaged checks or imaged substitute checks), we will provide to you, in accordance with bank industry standards under the Check Clearing for the 21st Century Act (Check 21), legible copies of the imaged checks within a reasonable time after your written request that sufficiently identifies the checks requested. You agree to pay the applicable service charge for retrieving and copying the requested check images.

14. REVIEW OF ACCOUNT STATEMENTS. You are in the best position to discover a forged, unauthorized or missing signature or endorsement, a material alteration, a missing or diverted deposit, illegible image or any other error, or discrepancy relating to a check, deposit or other credit or debit entry to your account. Therefore, you agree to carefully and promptly examine your statement(s) and its contents when you, or a party designated by you, receive them. If you think that an unauthorized person has withdrawn funds from your account, that one or more deposits are not reflected on your statements, or that there is any other type of error or discrepancy in your statements, you should notify us immediately. The statement shall be considered correct unless you notify us promptly after receipt of the statement, its contents, or copies of the imaged checks, or after any error is discovered or reasonably could have been discovered, whichever occurs first.

If you do not discover and report a forged, unauthorized or missing signature, illegible image or an alteration promptly after we have sent or otherwise made your statements and/or contents or copies of the imaged checks available to you, you agree not to assert against us (a) any forged, unauthorized or missing signature or alteration, if we suffered a loss because of your failure to discover and report the problem, and (b) any forged, unauthorized or missing signature or alteration by the same wrongdoer on items we paid after you have had a reasonable period of time (not to exceed 30 days) to examine the statement containing or reflecting the first forged, unauthorized or missing signature or alteration but before we received notice of the problem from you. If the previous sentence applies, but you are able to prove that we failed to exercise ordinary care in paying the item in question and that our failure substantially contributed to the loss, then the loss will be allocated between us based on the extent to which our respective failures to exercise ordinary care contributed to the loss. In that regard, and as disclosed elsewhere in this Agreement, we process checks and other items by automated means and do not visually examine or verify signatures on all checks or other items. You agree that we do not fail to exercise

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ordinary care because we use these automated procedures. You also agree that we do not fail to exercise ordinary care if the items were forged or altered so cleverly (as by unauthorized use of a facsimile machine, photocopy machine, computer equipment or otherwise) that a reasonable person would not detect the forgery or alteration. If you have not discovered and reported a forged, unauthorized or missing signature, a material alteration, a missing or diverted deposit, illegible image or any other error or discrepancy relating to a check, deposit or other credit or debit entry to your account within forty (40) days or a forged, unauthorized or missing endorsement within six months of the date on which the first statement containing or reflecting (or that should have contained or reflected) those items was mailed to you or otherwise made available to you, you agree not to assert that problem against us. These time limitations take priority over the provisions in the previous paragraph and apply regardless of whether or not you or we exercised ordinary care with respect to the item in question (or its payment), the examination of the statement on which it was reflected (or should have been reflected) or otherwise. IF YOU FAIL TO DISCOVER AND REPORT THESE OR ANY OTHER ERRORS OR DISCREPANCIES WITHIN THE FORTY (40) DAY PERIOD OR SIX MONTH PERIOD, AS APPLICABLE, YOU LOSE ANY AND ALL RIGHTS YOU MAY HAVE TO ASSERT THE ERROR OR DISCREPANCY AGAINST US.

15. STOP PAYMENT. You may ask us to stop payment on checks drawn on your account that we have not paid or certified. You must tell us the exact amount of the check, check number, date of check, payee and the full account number on which it is drawn for us to be able to enter a stop payment. If the information you give us is not correct or if you do not give us other reasonable information requested about the check, we will not be responsible if we are not able to affect the stop payment. We also cannot be responsible if we are not able to identify the proper check because you have issued more than one check with the same serial number. If you generate your checks by computer or in any other manner which does not produce a MICR-encoded check number on the check, we will be unable to guarantee that your stop payment will be honored. You therefore agree to hold us harmless should we be unable to honor a stop payment order which you have timely and correctly placed on your check with no MICR-encoded check number. We are entitled to a reasonable period of time within which to notify our employees after you give us a stop payment order. For purposes of this Agreement, a “reasonable time” means until the end of the business day following the day on which the stop payment order was placed. Moreover, we are not obligated to re-credit your account if we pay a check over a valid and timely stop order unless you are able to demonstrate that you would not have otherwise been obligated to pay the check. In that regard, you should be aware that a

stop order does not relieve you of your obligation on a check that has been negotiated to a holder in due course. If we re-credit your account after paying a check over a valid and timely stop payment order, you agree to transfer to us all of your rights against the payee or other holder of the check, and to assist us in any legal action taken against that person later on. Any person who is authorized to draw checks against the account may give a release or cancellation of a stop payment order. Stop payment orders on official checks, cashier’s checks, or money orders are not permitted. If an official check, cashier’s check, or similar item has been lost, stolen or destroyed, you may provide a declaration of loss and affidavit and request the check be re-issued. The Bank may require that you wait ninety (90) days (or provide a bond where permitted by law) before honoring your claim, and we will not be liable to you if such check is cashed prior to expiration of the ninety (90) days (or receipt of bond, if applicable). Stop payment orders (both oral and written) are valid for six (6) months unless you designate a longer period of time when placing the stop payment order. The fee for stopping payment is contained in the Schedule of Fees. You may extend a stop payment order by calling or writing us prior to the expiration of the existing stop payment order. An additional fee may apply for the extended period. If you place a stop payment order, you agree to pay our stop payment fee and to hold us harmless from costs and expenses incurred by us, including our attorneys’ reasonable fees, in connection with our refusal to pay the stopped check. We will not be liable to you for any indirect or consequential damages.

16. SETOFF AND SECURITY INTEREST. Any pledge or assignment of CDs and other accounts for security purposes remains subject to our right of setoff and security interest. If you ever owe us money as a borrower, guarantor, judgment debtor or otherwise, including any obligation owed to a financial institution acquired by us, and it becomes due, we have the right under the law (called “setoff”) and under this Agreement (by which you grant us a security interest in your certificates of deposit and other deposit accounts) to use the money from your account to pay the debt. We may use the money to pay the debt even if the withdrawal results in an interest penalty or the dishonor of checks. In the case of a partnership or joint account, each partner or joint owner agrees that we may use the money in their individual accounts to satisfy any one of their individual obligations. We may use the money if (a) you are a joint owner of the account and (b) you are not indebted to us and (c) the debt is owed to us by another joint owner. Similarly, each partner or joint owner agrees that we may use the money in their individual accounts to satisfy obligations in the joint account or partnership account. The security interest granted by this Agreement is consensual and is in addition to our right of setoff. To the extent any of the funds to be setoff are entitled to any exemption from execution, levy, attachment, garnishment, seizure or other legal or equitable process (including, without limitation, any Social Security, Supplemental Security Income, Veterans, or other federal or state benefits), then, to the maximum extent allowed by law, you hereby knowingly, affirmatively and unequivocally waive such exemption and consent to our setoff

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against such funds as contemplated by this Agreement.

Regulatory authorities require banks to document their cash management arrangements with their customers. In such a cash management relationship, the customer and its related entities (e.g., subsidiaries and affiliates, including a parent company) that are also customers understand and agree that, for each such legal entity, payments made from any such customer’s account will be honored by us so long as the aggregate total of such customer’s and its related entities’ accounts has a net credit balance.

17. NOTICES. Any notice we send you will be considered effective when it is deposited in the U.S. Mail to your most recent address reflected in our records. Notice from you will be considered effective when we receive it at our designated address.

18. CLOSING YOUR ACCOUNT. We reserve the right to close your account at any time without advance notice. The closing of your account (whether by you or by us) does not release you from any fees or other obligations incurred before closure, those you incur in the process of closing your account, or for your liability on outstanding items. In addition, you may lose the interest that has accumulated since the last time interest was added to your account. You will be subject to an early withdrawal penalty if you make withdrawals from or redeem a certificate of deposit or other time deposit early, as hereinafter explained.

19. REPORTING INFORMATION. We have the right to report information about your account to any credit reporting agency or to anyone to whom you give us as a reference. Wachovia shares customer transactions and experience information with its affiliates through a central information system. Wachovia is permitted by the Fair Credit Reporting Act to share any other customer information among Wachovia affiliates. Wachovia will never share this “other information” with any non-affiliated third party for any reason other than those already stated in this Agreement.

Sharing of “other information” among Wachovia affiliates can be used to improve our services to you. However, you may opt out of such sharing with Wachovia affiliates. In order to do so send your name, address (as it appears on your account statement), social security number or tax ID, telephone number, and account type and number to:

Wachovia, P.O. Box 11726, Roanoke, VA 24022-1726.

(Your request must be mailed in a separate envelope and should not be included in any other bank correspondence.) Please note that each customer has the right to direct Wachovia not to share information other than transaction or experience information about them with its affiliates. Each customer, including each joint owner, may separately choose to ask that his or her “other information” not be shared among Wachovia affiliates. Customers who request that “other information” not be shared may do so only for themselves, and may not do so for anyone else, including joint account owners. We will process any request received as quickly as possible.

You authorize us to tell payees of items drawn against your account whether sufficient funds are then available.

20. ABANDONED/DORMANT ACCOUNTS. If you fail to notify us in writing of any change to your current mailing address or you fail to utilize your account, your account and deposits may be presumed dormant or even abandoned after a certain period of time. Dormant accounts are subject to the same service charges imposed on active accounts. Accounts that are presumed to be abandoned will be escheated to the state of your last known address in which your account is maintained in accordance with applicable law.

21. PLACEMENT OF ENDORSEMENTS. If you issue a check that contains a carbon band, printing, endorsements or other material on the back of the check outside of the area extending 1½ inches from the trailing edge of the check, that material could also interfere with endorsements by banks and cause delays in returning the check. Similarly, if you or a prior endorser shall have signed, stamped or affixed an endorsement to a check for deposit which endorsement is outside of the area extending 1½ inches from the trailing edge of a check, that material could also interfere with endorsements by banks and cause delays in returning the check. Therefore, (a) you agree we will not be liable to you because an item you deposit in your account is returned after the time set by applicable law if the delay in returning the item is caused by markings on the item in the space reserved for the depositary bank’s endorsement that were made by you or a prior endorser; and (b) you agree to reimburse us for and hold us harmless from any and all claims, losses, costs and expenses (including, without limitation, attorneys’ reasonable fees and the costs of litigation) that we may incur as a result of the late return of a check caused by a carbon band, printing, endorsements or other material on the back of any check drawn on or deposited to your account that extend outside the area extending 1½ inches from the trailing edge of the check. The trailing edge is the left side of the check when viewing it from the front.

22. STALE, TIME-DATED AND POST-DATED ITEMS. We maintain the option either to pay or to dishonor any stale check (i.e., a check that is more than six (6) months old) upon presentation to us. Our check processing equipment is unable to detect time-dated checks (i.e., checks stating that they are not valid after a certain date or beyond a certain period of time). As a result, you agree that we will not be liable to you for charging your account after the date or period stated on an otherwise properly payable time-dated check, and you further agree that we are not bound by any time limitation or restriction you may place on any item presented for payment against your account. If any item has not been paid within the time you want, you agree that your sole method to prevent payment is to place a stop payment order, as provided herein. Similarly, our check processing equipment cannot detect a post-dated check (i.e., a check bearing a date later than the actual calendar date). Therefore, it is not recommended that you issue post-dated checks as a means of withdrawal and you agree that we are not responsible for

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charging your account before the indicated date on a properly payable but post-dated check.

23. NIGHT DEPOSITORY SERVICES. If you wish to use our night depository services, the acceptance by us of an authorized night deposit bag and its contents, and your selection and use of such a bag, are subject to the following terms and conditions:

A. You shall indicate by signing a Night Deposit Agreement that you will use hold bags and the Bank will not process the deposit(s) until one of your authorized agents has signed for the bag(s). The bag(s) will only be released to an authorized agent that has signed the Night Deposit Agreement.

B. You may deliver and pick up the deposit bag by armored courier, or by courier designee, or by any other agent or employee. All such couriers or courier designees shall be deemed to be your agents.

C. Each night deposit bag at time of delivery to us shall contain a deposit ticket accurately describing the cash, checks and/or other items contained in the bag and containing your name and the number of the account to which we are to make the deposit, and it shall be securely sealed. We reserve the right, in our sole discretion, to refuse to accept the bag or process any deposit if the bag appears torn or tampered with in any way. We will promptly give you notice of our refusal to process the bag. We shall not be deemed to have possession of the bag or any contents if we have refused to accept or process the bag pursuant to this paragraph, and we shall have no liability to you if we refuse to process the bag.

D. You may deliver a night deposit bag into our night depository facility at any hour of the day or night, whether or not we are open for business. You will have received and acknowledged receipt of a key that opens such night depository facility, which key belongs to us and must be returned to us upon termination of your right to use the night depository facility or upon our demand. You may not permit any other person or entity to use any key entrusted to you or allow any other person or entity to make use of our night depository facility with any such key. We shall remove bags from the night depository facilities at least once a day on each day we are open for business. The Bank employee removing the bag or other Bank employee shall open the bag and process the contents in accordance with paragraph E. We may withdraw any night depository facility from use at any time without notice.

E. You hereby direct us to open your night deposit bag and deposit the contents to your designated accounts with us. We shall process the contents of the bag in accordance with our normal processing procedures. We will notify you upon discovery of any discrepancy or missing documentation. Our count of the coins and currency contents of the bag shall be conclusive as to the amount it contains. We will conditionally credit all checks and other items

contained in the bag as shown on the deposit ticket subject to later verification and final settlement. Notwithstanding the foregoing, we shall not be liable for opening or not opening the bag.

F. You agree that nothing will be placed in a night deposit bag except money, checks and other like negotiable items (“Property”), and no Property will be placed in the chute to the night depository facility unless enclosed in a properly sealed or locked bag. The use of the night depository facility shall be at your sole risk. You agree that neither we nor any of our agents shall be responsible for any loss or damage incurred by you in the use of the night depository facility which results from a mechanical defect of the facility, from an act of God, from the inability of the user to properly operate the facility, or from acts of vandalism or malicious mischief unless such loss or damage is caused by our gross negligence or intentional misconduct.

G. Prior to the receipt and acceptance of the contents of your night deposit bag by us as a deposit, the relationship between you and us as to all Property placed in the night depository facility shall be that of bailor and bailee of such Property, and we shall be liable to you not as an insurer of such Property, but only for that degree of care required of a gratuitous bailee having the custody of the property of others. No debtor/creditor relationship shall exist between you and us with respect to any cash, check or other items contained in the bag until we shall have received and accepted the contents of the bag as a deposit, credited the amount to your account and, in the case of noncash items, when we have finally collected the check or item. We shall not be liable for any act performed by us, nor any claims, expenses, damages or losses arising therefrom, if such act is performed by us pursuant to instructions, written or oral, which we reasonably and in good faith believe to be yours. In no event shall we be liable for indirect, consequential, exemplary or punitive damages, even if we have been advised of such possibility.

H. The right to use a night deposit bag may be terminated by us on seventy-two (72) hours notice given orally to you or your agents, or by written notice mailed to your last address shown on our books. We reserve the right to assess a fee for the use of our night depository services. Such fee will be in keeping with Bank policy and disclosed on the Schedule of Fees and Funds Availability for Commercial Accounts available at any financial center and other applicable fee schedules.

24. COURIER BAG RETRIEVAL AND DELIVERY. If you elect to have any night deposit bag delivered or retrieved by a third party whom you have authorized to do so under the terms of this Agreement, we shall not be responsible for determining the authority of the person(s) or entity purporting to be your agent. Notwithstanding anything to the contrary contained in this Agreement or elsewhere, you hereby agree t oreimburse Bank and each of its affiliates, directors, officers, employees, attorneys, and agents (to the

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fullest extent permitted by law) for any and all claims, demands, lawsuits, costs, expenses, fees, fines, obligations, liabilities, losses, damages, recoveries, and deficiencies, including interest, penalties and attorneys’ reasonable fees and costs, whether direct, indirect, consequential, incidental or at any time asserted that the Bank may incur or suffer or that may arise out of, result from or relate to your third party agent or any person or entity purporting to be your third party agent retrieving, delivering and/or taking custody of any night deposit bag.

25. TREASURY SERVICES. If you wish to utilize our treasury services, your selection and use of our treasury services are subject to the terms and conditions described below. The treasury services are more fully described in the Automated Clearing House Terms and Conditions and separate Service Description(s) provided by us, both initially and at any time hereafter. You agree that if any terms and conditions of the Service Description(s) conflict with the terms of this Agreement, the terms and conditions of the Service Description(s) shall govern. We may change our operational procedures without amending this Agreement, upon notice to you. We have the right to modify services, require minimum balances or security, or terminate services in our sole reasonable discretion in the event that you breach or fail to honor any provisions of this Agreement or there occurs a material change in your financial condition.

A. Documentation. In our sole discretion, we shall determine the adequacy of the documents and instruments and we may delay the implementation of the treasury services you may specify prior to the receipt of adequate documents and instruments. You will promptly notify our Treasury Services Division in writing of any actual changes underlying or represented in the documentation, and will promptly execute and deliver new documentation as may be required by us. Until such new documentation is actually received by us and we have had a reasonable time to act thereon, we shall not be liable for any actions taken by us in reliance upon existing documentation and authorization. We reserve the right periodically to request, and you agree to provide upon our request, financial statements and other information we may feel are appropriate in consideration of various treasury or other depository services you ask us to provide or continue providing to you.

B. Subsidiaries. If you are executing this Agreement on behalf of separate corporate or commercial entities or subsidiaries as well as on your own behalf, you hereby represent and warrant to us that you have received proper authorization or powers of attorney from each of such separate corporate entities or subsidiaries and that you have full power and authority to bind such entities to the terms of this Agreement.

C. Termination. Either you or we may terminate the specified treasury services by giving the other party at least thirty (30) days prior written notice. However, we may terminate all specified treasury services immediately, and we shall be entitled to any remedy available to us at law or equity, if (1) you fail to make any

payment to us under any obligation when due, or (2) you seek protection under any law for the protection of those unable to pay their debts or you commence any proceeding in bankruptcy or one shall be filed against you, or (3) any failure or default by you shall occur under any of your obligations to us, or (4) you conduct a transaction that is inappropriate, or violates the terms and usage of the Service Descriptions provided by us, or violates any law; or (5) we shall determine, at any time, in the exercise of our sole reasonable discretion that we are insecure with respect to your compliance with the provision of this Agreement or your financial condition. In the event of termination, for whatever reason, all sums and fees owed by you to us shall be immediately due and payable.

D. REIMBURSEMENT. ; Limitation of Liability. You agree to reimburse us for any and all losses or claims of any kindarising in connection with the treasury services provided under this Agreement, except losses, claims, and expenses(including attorneys’ reasonable fees and costs) arising out of the negligence or willful misconduct of the Bank or its employees. You further agree to reimburse us for any and all losses or claims of any kind arising out of actionstaken or omitted in good faith by us in reliance upon instructions from you. We shall not be responsible or liable for acts or omissions of any other entity (not under our direct control) including, without limitation, any Federal Reserve Bank or transmission or communication facility. Even if liability is established for actual damages, in no eventshall we or you be liable to each other for special, consequential or punitive damages arising out of or in connection with the furnishing, performance or use of the Treasury Services provided under this Agreement, even if we or you have been advised of the possibility of such damages. The limitations and exclusions in this paragraph shall apply to all claims of every kind, nature and description whether arising from breach of contract, breach of warranty, negligence or other tort, and shall survive the termination of this Agreement and any applicable Treasury Service Agreement.-

E. Disbursement Fraud Detection Services. You acknowledge that we have developed and made available to you treasury services designed to reduce the likelihood that a fraudulent, unauthorized or altered check or other item will be paid. You also acknowledge that failure to utilize those treasury services could substantially increase the likelihood that a fraudulent, unauthorized or altered check or other item may ultimately be paid out of your account. You agree that if you fail to implement any of these products or services, or you fail to follow these and other precautions reasonable for your particular circumstances, you will be precluded from asserting any claims against us for paying any unauthorized, altered, counterfeit or other fraudulent item that such product, service, or

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precaution was designed to detect or deter, that we will not be required to re-credit your account or otherwise have any liability for paying such items.

26. TIME DEPOSITS. At the Bank’s option, time deposits may be issued in the form of a Certificate of Deposit (no longer issued) or a time deposit for which no certificate is issued. On the initial or any subsequent maturity date, you may present your properly endorsed Certificate (for accounts where Certificates were issued) or sign a receipt form (for accounts with no certificate issued) at any financial center and you will be paid the amount due. The certificate will serve as evidence of your account. If a time deposit certificate is lost or destroyed, we must be notified immediately in writing. Upon receipt of satisfactory indemnity and an affidavit to the effect that the certificate has been lost or destroyed and has not been pledged or assigned, we will close the account and reissue a Time Deposit Receipt. To the extent required to begin the running of the applicable statute of limitations, you will be deemed to have demanded payment of any time deposit that does not automatically renew for another term on the 31st day after its last maturity date.

A. Redemption. We may redeem the Time Deposit on the initial or any subsequent maturity date, and we may accelerate maturity if you default in the payment of money owed to us, applying the redemption proceeds against such obligations.

B. Interest Calculation. We use the daily balance method to calculate interest on your account. This method applies a daily periodic rate to the ledger balance in your account each day and to any interest you’ve earned that has not been credited to your account. The daily rate is 1/365 of the interest rate. Interest is compounded at the frequency indicated on the Rate Disclosure provided from the opening date. Interest is paid from the date of deposit through the day prior to the maturity date, and begins to accrue on the business day you deposit non-cash items. The Annual Percentage Yield (APY) assumes that interest will remain on deposit for the term of the account. A withdrawal of interest will reduce earnings. Interest is credited in accordance with the terms of the Time Deposit Receipt provided to the customer.

C. Interest Rates. The interest rate for your deposit is established based upon the amount of deposit, the type of product, and the term you select. The interest rate is fixed for the term of the account.

D. Receiving Interest. If you request at the time of purchase, earned interest may be withdrawn at intervals (specified by Wachovia) during the term of the Time Deposit without penalty. Methods of interest payments may be limited.

E. Automatically Renewable Time Deposits. If “Automatically Renewable” is indicated on your account opening documents, the following terms apply:

1. Grace Period. For time deposit accounts with a maturity of 7 through 31 days, you

have one calendar day after the maturity date to withdraw funds without penalty. For all other time deposit accounts, you have 7 days after the maturity date to withdraw funds without penalty. This time period is known as a grace period.

2. Automatic Renewal. Unless your time deposit account is closed on the initial or any subsequent maturity date or within the grace period, the account will automatically be extended for a time period equal to the initial term beginning at the initial maturity date or at each subsequent maturity date. The interest rate for each renewal term will be the currently offered rate in effect on the maturity date for the term just ended.

3. Withdrawal of Principal. If any principal is withdrawn within the grace period, interest will NOT be paid on the amount of principal withdrawn from the date of maturity through the date of the withdrawal.

F. Withdrawal of Interest. As long as the principal is not reduced, interest earned during the initial or subsequent term may be withdrawn without penalty.

G. Additional Deposits. Additional deposits to your time deposit account are not permitted during the term of your account.

H. Interest Added to Principal. If the interest earned during the initial or subsequent term is not withdrawn or credited to another account on the maturity date or within the grace period after the term when earned, it will be added to and made part of the principal amount.

I. Partial Withdrawals. You are permitted to make partial withdrawals, $500 minimum, during the initial or any subsequent renewal term of your account, as long as the minimum amount required to open a time deposit account of that type remains on deposit. The partial withdrawal will be subject to early withdrawal penalties.

J. Early Withdrawal Penalties. If you make any withdrawal from or close your time deposit account before the maturity date, you may be subject to an early withdrawal penalty as described below:

If any of the time deposit is withdrawn before the initial or any subsequent maturity date, an early withdrawal penalty as shown below will be imposed on the amount withdrawn:

Maturity Term Early Withdrawal Penalty

7 days through All interest that 90 days would have been earned in the maturity period.

91 days through Amount equal to 364 days 90 days’ simple interest.

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365 days and Amount equal to greater 180 days’ simple interest.

27. INTEREST INFORMATION. Interest will be compounded and credited as determined by the Bank. Please refer to the Schedule of Fees and Funds Availability for Commercial Accounts for details on interest compounding and payment methods. Interest rates for accounts vary from time to time. Your statement will also include the interest rate and the effective annual percentage yield earned for that statement period.

28. COMMERCIAL MONEY MARKET ACCOUNTS. You will earn our current applicable commercial money market account interest rate if you maintain a daily collected balance of the minimum amount. Please refer to your Schedule of Fees and Funds Availability for Commercial Accounts to confirm threshold balances for earning higher rates of interest.

29. INTERNAL MONEY MANAGEMENT ACCOUNTING. For regulatory and accounting purposes, your checking account will consist of two “sub-accounts” on our books: (1) either a non-interest-bearing (demand) account or an interest-bearing (NOW) sub-account, and (2) a money market sub-account. These sub-accounts are treated as a single account for statements and daily use of your account. Interest is not earned on either sub-account for non-interest-bearing checking accounts. On interest-bearing checking accounts, the same interest rate may be paid on both sub-accounts, and your periodic statement will reflect a single blended annual percentage yield (APY) earned.

Whenever your checking sub-account balance exceeds a threshold amount (which we may set and change at our discretion), we may transfer funds above that amount to the money market sub-account. As these funds are needed to pay items presented against your checking account, we will transfer funds from the money market sub-account to the checking sub-account, up to six (6) times per statement month. If a sixth transfer were needed, the entire balance in the money market sub-account would be transferred into the checking sub-account. This process may be repeated each statement month.

This internal accounting process has no effect on daily use of your account, on how checks are paid, or on how account activity appears on your account statement.

30. POLICY FOR PAYMENT OF INTEREST ON COLLECTED BALANCES. Interest begins to accrue on interest bearing deposit accounts no later than the business day we receive credit for the deposit of noncash items deposited to your account. We receive credit for checks drawn on other financial institutions based on the availability schedule established by the applicable branch of the Federal Reserve Bank and other correspondent banks. The balance in interest bearing deposit accounts for which we have received credit is called the collected balance. Interest is paid on the net amount of the collected balance less applicable reserves.

31. BUSINESS SAVINGS ACCOUNTS. Your balance(s) will earn interest at our current Business Savings interest rate. Please refer to your Schedule of Fees and Funds Availability for Commercial Accounts to confirm tiers for earning higher rates of interest (may not be applicable in all states).

32. INTEREST-BEARING ACCOUNT LIMITATIONS. We are required under federal regulation to retain the right to ask for seven (7) days’ written notice before you withdraw money from any interest-bearing accounts. Unless you receive different instructions from us, you can make withdrawals by writing a check on the applicable account, except on Business Savings accounts.

33. COMMERCIAL MONEY MARKET ACCOUNT TRANSACTION LIMITATIONS. You may make unlimited withdrawals in person from your Commercial Money Market Account. However, federal regulations limit the total of third party transfers (such as checks, automatic drafts and debit card purchases), pre-authorized transfers (including overdraft transfers), and online or telephone transfers to six per statement cycle. If this limitation were exceeded on a regular basis, we would be required to convert your account to another account that permits unlimited check writing privileges. A fee will be imposed for items posted during a statement period in excess of this limit (see the Schedule of Fees for the amount of the fee). We will determine the number of third party checks for your statement period based on the posted date of the third party checks.

34. BUSINESS SAVINGS ACCOUNT TRANSACTION LIMITATIONS. You may make unlimited withdrawals in person from your Business Savings Account; however, federal regulations limit the total of third party transfers (such as automatic drafts and debit card purchases), pre-authorized transfers (including overdraft transfers), and online or telephone transfers to six per statement cycle. If this limitation were exceeded on a regular basis, we would be required to close your account and to open another account that permits unlimited check writing privileges. Withdrawals can only be made by those persons authorized by previously submitted resolutions.

35. CLIENT FUND MANAGER. Your master account is a non-interest bearing checking account established in your name to link it to related client accounts. We are not acting as escrow agent or in any other fiduciary capacity with respect to your master account or client accounts. Each client account will be a separate interest bearing money market account or non-interest bearing checking account opened by you in the name of a party or parties to be designated by you at the time these accounts are opened. You are required to provide us with the name and taxpayer identification number of the party whose name the client account is being opened. A deposit ticket that indicates your client’s name and account number must accompany each deposit. You authorize us to accept deposits for credit to client accounts as designated by you. Withdrawals from a client account can only be made by first transferring funds to the master account. Before you close your master account, you must transfer any balances remaining in your client accounts to the master account.

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36. TRANSFER OF ACCOUNTS/ASSIGNMENT OF DEPOSITS. No accounts are transferable. Business Savings accounts and CDs are assignable only with our prior written consent. We may, in our sole and absolute discretion, withhold such consent. No assignment will become effective until we have documented it in our records.

37. LEGAL PROCESS AFFECTING ACCOUNTS. If legal action such as an attachment, garnishment, levy or other state or federal legal process (“legal process”) is brought against your account, we may refuse to permit (or may limit) withdrawals or transfers from your account until the legal process is satisfied or dismissed. If we receive any document that purports to be legal process issued out of any court or governmental agency, you hereby authorize us to accept and comply with it, no matter how it was received by us. You hereby direct us that we not contest on your behalf any such legal process and may take action to comply with such process as we determine to be appropriate in the circumstances without liability to you, even if the legal process purports to affect the interest of only one owner of a joint account and even if any funds we may be required to pay out leaves insufficient funds to pay a check you have written. If we incur any expenses, including without limitation, attorneys’ reasonable fees, in connection with any such document or legal process, you are liable to us in such amount and we may charge any expenses and fees to your account or any other account you may have with us without prior notice to you, or we may bill you directly for such expenses and fees. Any garnishment of other levy against your account is subject to our right of setoff and security interest. You agree that because we have financial centers or offices in numerous jurisdictions and states other than where your account was opened, if we are served with any process as referenced above in any jurisdiction or state, you hereby direct us to recognize and honor such service of process.

38. POWER OF ATTORNEY. You agree to authorize and direct us to receive, accept, pay and/or apply, without any duty of inquiry, without limit as to amount, and without regard to the application of the proceeds, any check, draft, or other instrument for the payment of money drawn by any of your agents or attorneys in fact on or payable from your accounts including, but not limited to, those endorsed to the order of such agent/attorney-in-fact or otherwise for the personal credit of such agent/attorney-in-fact.

39. OTHER ADVERSE CLAIMS. If we receive notice of an actual or potential adverse claim to your account or the funds in your account, we may at our discretion refuse to pay out any money from your account for a reasonable period of time after receipt of notice of the actual or potential claim. Although we reserve the right to refuse to pay out any money from your account if we have received notice of an actual or potential claim, we are not required to recognize any adverse claim unless (a) the claimant provides us with an acceptable bond indemnifying us against any and all liabilities, losses, damages, costs and expenses that we might incur in connection with payment of the adverse claim and any resulting dishonored checks or other items or (b) the claimant

has obtained an order requiring us to recognize the adverse claim from a court of proper jurisdiction.

40. CONFLICTS/DISPUTES INVOLVING THE ACCOUNT. If we receive an actual or potential claim from a third party regarding your account, any deposit, transfer, credit or other transaction involving your Account, or conflicting instructions or claims from authorized signers, you hereby grant to us full discretion to freeze your Account and not honor any further transactions until the claim is resolved, or we may, at our discretion, choose not to pay out any money from your account until we receive consistent instructions from all parties or a court order, all without liability to you. We may also, without liability to you, close the account and issue a check made payable to you and each authorized signor or you and each claimant, as we deem necessary, or we may interplead the funds into court. You agree to reimburse us for any loss, costs or expenses including, without limitation, attorneys’ reasonable fees and the costs of litigation (to the extent permitted by law) that we incur as a result of any dispute involving your account, and you authorize us to deduct any such loss, costs, or expenses from your account without prior notice to you. This obligation includes any dispute between you and us involving the account and situations where we become involved in any dispute between you and an authorized signor, another joint owner, or a third party claiming an interest in the account. It also includes any situation where you, an authorized signor, another joint owner, or a third party takes action with respect to the account that causes us, in good faith, to seek the advice of counsel, whether or not we actually become involved in a dispute.

41. CHANGING THIS AGREEMENT. We can change the rules for any of the accounts described in this Agreement at any time. We will notify you within a reasonable time before the change will take effect if the change is not in your favor.

42. CUSTOMER’S WAIVER OF NOTICE. By signing the Signature Card you waive any notice of nonpayment, dishonor or protest regarding any items credited to or charged against your deposit account. For example, if a check that you deposited were dishonored and returned to us, we are not required to notify you of the dishonor.

43. WAIVER OF RIGHTS BY THE BANK. We reserve the right to waive the enforcement of any of the terms of this Agreement with respect to any transaction or series of transactions. Any such waiver will not affect our right to enforce any of our rights with respect to other customers or to enforce any of our rights with respect to later transactions with you and is not sufficient to modify the terms and conditions of this Agreement.

44. INVALIDITY OF CONTRACT PROVISIONS. In the event any one or more of the provisions of this Agreement shall for any reason, including under any applicable statute or rule of law, be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

45. FORCE MAJEURE. You agree we shall have no responsibility or liability to you or any third party for failure or delay in our performance under this

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Agreement or for any losses due to causes or conditions including, without limitation, delays and/or interruptions of business due to any act of God, natural disaster, fire, act of government authority, act of public enemy or war, riot, civil disturbance, insurrection, labor difficulty, power failure, telecommunications failure, severe adverse weather condition or other causes beyond our reasonable control. The time, if any, required for such performance under this Agreement shall be automatically extended during the period of such delay or interruption.

46. APPLICABLE LAW. Our deposit relationship with you is governed primarily by this Agreement. However, it is also governed by the laws of The United States of America; the rules and regulations of the Board of Governors of the Federal Reserve System and various Federal Reserve Banks; and the rules and regulations of other proper bank supervisory authorities and other governmental agencies. To the extent state law applies to our deposit relationship, the applicable law is the law of the state where your account was opened as contained in our records. If there is any conflict between this Agreement and applicable federal or state law, this Agreement will be considered changed to the extent necessary to comply with the law. If any provision in this Agreement is declared to be invalid, unenforceable or illegal, that part will not affect the validity of other provisions.

47. ARBITRATION OF DISPUTES/WAIVER OF JURY TRIAL AND PARTICIPATION IN CLASS ACTIONS. If either you or we request, any dispute or claim concerning your account or your relationship to us will be decided by binding arbitration under the expedited procedures of the Commercial Financial Disputes Arbitration Rules of the American Arbitration Association (AAA), and Title 9 of the US Code. Arbitration hearings will be held in the city where the dispute occurred or where mutually agreed. A single arbitrator will be appointed by the agreement of the parties, or, if the parties are unable to agree, by AAA and will be a retired judge or attorney with experience or knowledge in banking transactions. Each party will pay its own costs and attorney’s fees. A court may enter a judgment on the award. Any statute of repose or limitations period which would provide a defense to a claim brought in a lawsuit in state or federal court will also apply with equal force and effect to any arbitration brought pursuant to this section.

To the extent permitted by law, if any dispute or claim results in a lawsuit, and neither you nor we have elected or requested arbitration, you and we knowingly and voluntarily agree that a judge, without a jury, will decide the case. The arbitration or trial will be brought individually and not as part of a class action. If it is brought as a class action, it must proceed on an individual (non-class, non-representative basis). YOU UNDERSTAND AND KNOWINGLY AND VOLUNTARILY AGREE THAT YOU AND WE ARE WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE OR BE REPRESENTED IN ANY CLASS ACTION LAWSUIT.

48. ACCURACY AND VERIFICATION. THIS PARAGRAPH APPLIES ONLY TO SOLE

PROPRIETORSHIP ACCOUNTS. You acknowledge and agree that any information you have supplied or will supply to us is and shall be complete and correct. You agree that we may request reports from credit bureaus and consumer reporting agencies to investigate or reinvestigate any information provided by you in connection with your application for any account. We may also verify your employment, salary, assets, debts, and references.

49. You agree to reimburse us for any and all losses , or claims of any kind arising in connection with the Services provided under this Agreement, except those losses, claims, and expenses (including attorney’s reasonable fees and costs)arising out of the negligence or willful misconduct of the Bank or its employees. You further agree to reimburse us for any and all losses or claims of any kind arising out of actions taken or omitted in good faith by us in reliance upon instructions from you. We shall not be responsible or liable for any other entity’s (not under our direct control) acts or omissions including, without limitation, any Federal Reserve Bank or transmission or communication facility. Even if liability were established for actual damages, in no event shall we or you be liable to each other for special, consequential or punitive damages arising out of or in connection with the furnishing, performance or use of the Services provided under this Agreement, regardless of whether we or you may have been advised of the possibility of such damages. Unless required by applicable law. The limitations and exclusions in this paragraph shall apply to all claims of every kind, nature and description whether arising from breach of contract, breach of warranty, gross negligence or other tort, and shall survive the termination of this Agreement and applicable Treasury Services agreements.50. YOUR REPRESENTATIONS, WARRANTIES AND COVENANTS. You represent and warrant to the Bank that: (a) All information, including financial information, whenever provided by you to the Bank, shall be true, correct and complete. Information relating to your financial condition accurately reflects your financial condition as of the date(s) thereof; (b) You are not insolvent within the meaning of 11 U.S.C. Section 101 (32); (c) You are in compliance with all federal, state and local laws applicable to your properties, operations, business and finances; (d) You are duly organized and in good standing under the laws of the state of your organization, and you have all powers, licenses, authorizations and approvals to operate your business as now conducted; (e) You will promptly notify the Bank of the existence of any condition or event which may constitute a breach of or default under this Agreement; (f) You will promptly notify the Bank in writing of (i) any change in your financial condition or business; (ii) any change in your name, address or business structure, ownership, organization, or other information you provided to us to open the account (e.g., a change in your driver’s license or other personal identification number); and (iii) any material litigation affecting you; (g) Upon the Bank’s request therefor, you will promptly deliver to the Bank true and correct copies of your financial statements, reports, notices, and proxy statements

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sent to shareholders, and such other information regarding your operations, business affairs and operations including, but not limited to, income statements, balance sheets and statements of cash flows.

51. SIGNATURES RECEIVED VIA FACSIMILE (FAX). If you fax any document to us signed, you agree that it was your intention that: (i) your fax signature is an electronic signature under applicable federal and state law, (ii) the fax be an original document, (iii) you intend on conducting business with us by electronic records and electronic signatures, (iv) your consent under (iii) to be electronically given under applicable federal and state law.

52. CONSENT TO RECORDING, MONITORING AND USE OF AUTOMATED COMMUNICATIONS. You agree that your telephone communications with us, our affiliates and/or service providers may be monitored and/or recorded to assure the quality of our service. You authorize us and our service providers to make calls and/or send text messages to you at any telephone number(s) you have provided to us and/or our service providers, including a wireless telephone number that could result in charges to you, for all purposes related to the servicing of your account or to collect any amounts you owe. You understand that these calls and/or text messages may be made to you using technologies including, but not limited to, automatic telephone dialing systems or artificial or prerecorded voice messages.

53. UNLAWFUL INTERNET GAMBLING. You acknowledge and agree that “restricted transactions” as defined in the Unlawful Internet Gambling Enforcement Act of 2006 and Regulation GG issued thereunder are prohibited from being processed through your Account or any relationship between you and the Bank. In the event we identify a suspected restricted transaction, you also acknowledge and agree we are permitted to block or otherwise prevent or prohibit such transaction and further we are permitted to close the Account or end the relationship.

54. ENTIRE AGREEMENT. This Agreement and the documents to which it refers constitute your and our entire agreement and understanding and supersede all prior agreements and understandings. This Agreement may not be changed orally. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

II. SPECIAL TERMS AND CONDITIONS FOR WIRE TRANSFERS

If you wish to use our wire transfer service, the following terms and conditions shall govern all transactions for our acceptance and processing of your payment orders, credits and related requests. If a discrepancy were determined to exist between these Terms and Conditions and other provisions of this Agreement, then these Terms and Conditions shall control but only to the extent necessary to address the discrepancy. Unless otherwise defined below, the terms used in this Section II of this Agreement shall have the same meaning as set forth in Article 4A of the Uniform Commercial Code of the state in which your account or relationship is maintained.

1. AUTHORIZATION AND SECURITY PROCEDURE. We have established operating rules and security procedures for you to initiate and receive funds transfers to or from your account(s), which rules and procedures include a requirement for you to sign a “Wire Transfer of Funds - Standard Setup,” or such other document as we may require, the terms of which are incorporated by reference and made part of this Agreement. Such Wire Transfer of Funds Setup contains the rules and procedures (“Security Procedures”) which you and we will use to process payment orders initiated by you. Additional call back procedures may be utilized by you as described in the Security Procedures. You agree that the Security Procedures are commercially reasonable in light of your circumstances and the type, value and frequency of the payment orders you will request. You also agree to keep the Security Procedures confidential and not to disclose the Security Procedures to anyone except the persons whom you have authorized to make transfer requests on your behalf (“Authorized Representatives”). If you or any of your Authorized Representatives have reason to believe that a Security Procedure may have been learned by an unauthorized person, you agree to notify us immediately at the telephone number indicated in the Authorization Schedule. If we receive a payment order (or related request) in accordance with your Security Procedure, it shall be conclusively deemed authentic and we shall be entitled to rely thereon. You are responsible for the accuracy of the initial communication of the payment order as well as the accuracy of any documentation or callback of the payment order made by us. You, for yourself and each of your Authorized Representatives, agree that we, in our sole discretion, may record any telephone conversation between you or any Authorized Representative and us.

2. EXECUTION OF PAYMENT ORDERS. If we receive a payment order that has been verified according to Security Procedures, you authorize and direct us to debit your account(s) as listed on the Authorization Schedule and transfer the funds. We are also authorized to implement any instructions, including amendments or cancellations of prior payment orders, upon verification of such instructions. We are authorized to rely on any payment order believed by us in good faith to have been given by an Authorized Representative. We may handle payment orders received from you and other customers in any order selected by us and, unless otherwise instructed by you, we may use any means, intermediaries or funds transfer systems which may have operating rules governing the execution of payment orders to effect the transfer as we, in our sole discretion, shall determine.

3. CUT-OFF TIMES. We must receive all payment orders before the cut-off time for funds transfers on a business day established by us from time to time. Any payment orders or related requests received after such deadlines, or on weekends, holidays for us or the bank or institution to receive the transfer, or the funds transfer system to be used, will be treated as received on our next funds transfer business day. We will make reasonable efforts to execute all payment orders received prior to the deadline.

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4. ADVICE OF FUNDS TRANSFERS. Unless otherwise agreed in writing, we will not provide a next-day wire transfer summary statement or confirmation. Instead, we will notify you of a receipt or payment by wire transfer in any periodic statement provided to you. You agree to examine each of your periodic statements promptly upon receipt and to notify us immediately of any discrepancies between the periodic statement and your records. We shall not be liable for interest compensation unless we are notified of the discrepancy within thirty (30) days after the date of your statement indicating the debit for the payment order in question. You agree that your right to assert a claim against us with respect to any transaction reasonably identified on a statement shall expire one (1) year after the date of the transaction which becomes the basis for such a claim.

5. LIMITATION OF LIABILITY . You expressly agree that we shall be liable to you only for our erroneous execution of a payment order. We shall not be liable for any errors or delay on the part of any third party including, without limitation, third parties used by us in executing a payment order or performing a related act and no such third party shall be deemed to be our agent. We shall not be liable for our refusal to honor any request if we, in good faith, are unable to determine to our satisfaction that such request is valid, based upon our adherence to the Security Procedures. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES EVEN IF WE SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Except as may be limited by applicable law, you agree to reimburse us for all liability to third parties arising out of or in connection with the terms and conditions of this Agreement and the services provided hereunder or otherwise pursuant to your instructions.

6. USE OF IDENTIFYING NUMBERS. In the event a payment or payment order identifies a beneficiary, beneficiary’s bank or intermediary bank inconsistently by name and an identifying number (such as an account number, S.W.I.F.T. address or universal identification number), payment may be made by the intermediary or beneficiary bank on the basis of the identifying number, even if the identifying number identifies a person or entity different from the named person or entity in your payment order and that your obligation to pay the payment order shall not be excused by your error. We will rely on the identifying number as proper identification of a beneficiary.

7. INTEREST COMPENSATION. In the event that we shall be liable to you for interest compensation under this Agreement or by applicable law, interest shall be calculated on the basis of the average Federal Funds rate for the period involved. You agree that we may, at our sole option, pay interest compensation as follows: (1) by lump sum payment of cash, or (2) by providing a credit to your account with us.

8. INTERNATIONAL PAYMENTS. Payment orders for the transfer of U.S. Dollars shall be paid in U.S. Dollars if the funds shall be transferred to a beneficiary account located in the United States or its protectorates or territories. If a payment order requires U.S. Dollars to be transferred to a beneficiary account located outside of the United

States or its protectorates or territories, we or the beneficiary’s bank may elect to pay the beneficiary in non-U.S. Dollar currency at our or the beneficiary bank’s buying rate of currency exchange for wire transfers. It is your responsibility to advise the beneficiary of this possibility. We may send any message relative to an international payment order in explicit language, code or cipher. International transfer payment orders are final when delivered to us. However, pursuant to the request of the originator, and only if we may determine it to be possible, we may cancel or amend the originator’s payment order before the wire transfer of funds shall be effected. We shall not incur any liability if we are unable, for any reason, to cancel or amend any payment order. Refunds of U.S. Dollar payment orders shall be in U.S. Dollars in the amount of U.S. Dollars that we shall receive from the bank that shall be returning the transferred funds to us at such bank’s rate of currency exchange, less any fees therefor. Refunds of non-U.S. Dollar currency payment orders shall be in the amount of U.S. Dollars that can be bought by us for the applicable non-U.S. Dollar currency amount at our then current rate of currency exchange. The originator bears all risk of loss due to fluctuation in the rate of currency exchange. No wire transfer fee shall be refunded.

III. SPECIAL TERMS AND CONDITIONS FOR AUTOMATED CLEARING HOUSE (ACH) TRANSACTIONS

If you wish to use our ACH service, the following terms and conditions shall govern all transactions arising out of this service. If a discrepancy were determined to exist between these Terms and Conditions and this Agreement, then these Terms and Conditions shall control but only to the extent necessary to address the discrepancy.

1. SERVICES. The ACH services to be performed by us and in accordance with the rules of the National Automated Clearing House Association (“NACHA”), (hereinafter, the “Rules”) as such Rules are amended from time to time include the transmission of electronic credit and/or debit entries (hereinafter “Entries”) initiated by you and processed through us from your demand depository account(s) with us (the “Accounts”) to accounts maintained with us and at other banks and financial institutions by means of NACHA in conjunction with the Federal Reserve Bank (the “Services”). With respect to such Entries, we will act as an Originating Depository Financial Institution and you will act as Originator, as defined in the Rules. As Originator, you agree to be bound by the Rules as amended from time to time and you agree that you will handle all aspects relating to the processing of an Entry in a commercially reasonable manner. You acknowledge that Entries may not be initiated that violate the laws of the United States of America. Capitalized terms in these Terms and Conditions, unless otherwise defined, will have the meaning given in the adoption of Article 4A of the Uniform Commercial Code in the state in which your account or relationship is maintained.

In accordance with the Rules and banking regulatory guidelines, companies using ACH services must be assigned exposure limits and meet minimum credit standards. These exposure limits represent the maximum ACH Dollar volume that can be originated

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and await final settlement over any three (3) banking days period. Specific exposure limits will be specific to a settlement deposit account. Efforts will be made to assign exposure limits that would be consistent with your historical ACH origination activity. We shall have the right to change or suspend these limits at any time in our sole reasonable discretion. Your failure to comply with such conditions and procedures can result in our requiring certain credit approvals in order to continue using our ACH services, or in our termination of your ACH services. Any such conditions and procedures we may establish shall be deemed to be provisions of this Agreement.

2. SERVICES PERFORMED. You will give us instructions detailing the Services to be performed with regard to the initiation, acceptance, rejection and transmission of Entries; transfer of funds; accounts to be utilized as Authorized Accounts; and the disposition of information regarding the Services performed. When accepted by us, your instructions are hereby incorporated by reference as though fully set forth herein. Such instructions may be changed from time to time by you upon notice to and acceptance by us without disturbing the validity of these Terms and Conditions.

3. RULES AND VERIFICATION OF ENTRIES. You agree we will transmit Entries by means of the ACH Operator in accordance with the Rules. You agree that we are not required to verify Entry information but, instead, may rely that the information furnished by you is authentic, accurate and conforms to the Rules.

4. OFFICE OF FOREIGN ASSETS CONTROL (OFAC). The ACH system may not be used to process transactions in violation of OFAC sanctions. At a minimum, illicit transactions will be blocked or rejected and originators could face penalties.

5. PRE-NOTIFICATION. You agree to provide us with prescribed pre-notification information which we may require for all Entries that you intend to initiate, within the time limits prescribed by the Rules.

6. CANCELLATION, AMENDMENT AND REJECTION OF ENTRIES.

A. Cancellation and Amendment. You will have no right to amend, cancel or stop payment of an Entry after its receipt by us. However, we will use reasonable efforts to act on such a request by you prior to transmittal to the ACH to the extent provided in Article Seven of the Rules, or, in the case of an Entry for transmittal to an account maintained with us (“On-Us Entry”), prior to crediting or debiting the On-Us Entry account, but we will have no liability if any such amendment, cancellation or stop payment were not effected, notwithstanding timely receipt of the amendment, cancellation or stop payment request.

B. Rejection by Bank. We have the right to reject any Entry and may, at our option, reject an Entry that is in excess of the collected balance in the Authorized Account(s) or based on customer file limits. We will notify you by telephone or electronic transmission of such rejection no later than the business day such Entry would

otherwise have been transmitted by us to the ACH. We will have no liability to you by reason of the rejection of any Entry or the fact that such notice shall not have been given at an earlier time than that provided for herein.

C. Rejection by ACH. We have the right to place a limit on aggregate transfers of funds out of any Authorized Account that might result in a negative collected balance in the account or an overdraft occurring in the account. In the event any Entry shall have been rejected by any component of the ACH system or network for any reason whatsoever, it will be your responsibility to remake such Entry; provided, however, that we can remake any Entry when such a rejection by the ACH was due to a discrepancy in the Entry by us and sufficient data shall have been available to us to permit a remake of such Entry.

D. Unauthorized ACH Transactions. If you receive an unauthorized transaction posted to your account, you shall have until 2:00 PM of the banking day after the item was posted to notify us to return the item as unauthorized. We will not be able to return the item after that time without the cooperation and agreement of the originating bank and the originating company. Any other action must be conducted between you and the originator of the transaction.

7. RETENTION OF INFORMATION AND AUTHORIZATIONS. You shall retain and provide to us, upon our request, all information necessary to remake any Entry for three (3) days after midnight of the Effective Date of an Entry. For the purposes of these Terms and Conditions, the “Effective Date” shall be the day on which the offsetting Entry shall have been posted to the Authorized Account(s), as stated in your Instructions. You will retain an original or copy of each authorization for six (6) years after the date of termination or revocation of such authorization.

8. INCONSISTENCY OF NAME AND ACCOUNT NUMBER. You acknowledge and agree that if an Entry were to describe the Beneficiary/Receiver of the Entry inconsistently by name and account number, payment of the Entry transmitted by us may be made on the basis of the account number even if the identifying number identifies a person or entity different from the named Beneficiary/Receiver and that your obligation to us for the amount of the Entry shall not be excused in such circumstance by your error.

9. SECURITY PROCEDURES.

A. Agreement to Security Procedures. You and we acknowledge that, as part of your Instructions for the Services, you and we have agreed to certain security procedures (hereinafter “Security Procedures”), which you and we will use to verify that Entries are correct and valid or are those of the Company. You agree that such Security Procedures are and shall be Commercially Reasonable in light of your circumstances and the type, value and frequency of the Entries you will initiate.

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B. Security Procedures. For Electronic Data Transmission of ACH Entry file(s) to us by you and for Electronic Data Transmission of ACH files to us from you when we are retrieving the file(s), you shall utilize security procedures provided by us, and you further agree that the security provided shall have been Commercially Reasonable data security. If our transmission software were to accept the file(s) or successfully retrieve the file(s) based on this security and the file(s) were in ACH system readable format, you agree that acceptance shall have occurred and we may process the file(s).

C. Confidentiality of Security Procedures. You agree to keep the Security Procedures confidential and not to disclose the Security Procedures to anyone except Authorized Representatives. If you or any of your Authorized Representatives have reason to believe that the Security Procedures may have been learned or are known by an unauthorized person, you agree to notify our Treasury Services Technical Services area immediately.

D. Modification of Security Procedures. All modifications and additions to the Security Procedures or list of Authorized Representatives must be in writing, except if you request us by oral instructions to delete a name of an Authorized Representative, in which event, you shall immediately send us written confirmation of such deletion.

10. RETURNED ENTRIES. We will use reasonable means to notify you of receipt of a returned Entry. We will have no obligation to re-transmit a returned Entry, unless we have agreed otherwise in writing. We will credit the Account(s) for any amount received by us by reason of the return of any Entry transmitted by us for which we have previously received payment from you.

11. ON-US ENTRIES. Except as provided in the Rules and these Terms and Conditions, in the case of an On-Us Entry received by us for transmittal, we will credit the Beneficiary/Receiver’s account in the amount of such Entry on the Effective Date contained in such Entry provided the requirements of your Instructions and Security Procedures are met. If any such requirement were not met, we would use reasonable efforts to credit the Beneficiary/Receiver’s account in the amount of such Entry on the next business day following such Effective Date.

12. PROVISIONAL PAYMENT. Payment of an Entry by the Beneficiary/Receiver’s bank to the Beneficiary/Receiver will be provisional until receipt by the Beneficiary/Receiver’s bank of final settlement for such Entry. You specifically acknowledge that you have received notice of such settlement rule and the fact that, if any such settlement were not received, the Beneficiary/Receiver’s bank would be entitled to a refund from the Receiver/Beneficiary or the amount credited, and you would not be deemed to have paid the Receiver/Beneficiary the amount of the Entry.

13. COLLECTED FUNDS.

A. Credit Entries. When you initiate a credit Entry, you shall provide good collected funds in the Authorized Accounts to cover any credit Entry initiated by us no later than 2:00 PM on the applicable effective date. For the purposes of these Terms and Conditions, “good collected funds” shall mean funds subject to immediate withdrawal.

B. Debit Entries. When you initiate a debit Entry, you will receive immediately available funds in the Authorized Accounts for any debit Entry initiated by you on the applicable effective date or the next banking day after our receipt of the debit Entry information from you. You will promptly provide good collected funds into the affected Authorized Account to protect us if any debit Entry is rejected after we have permitted you to withdraw good collected funds in the amount thereof or if any adjustment memorandum that relates to any such Entry is received by us.

14. AUTHORIZATION WARRANTY. With respect to each Entry submitted to us you represent and warrant to us that:

A. Authorized. The employee or other person or entity to whom such Entry pertains is an Authorized Representative and shall have authorized such Entry in writing prior to the submission thereof to us and such authorization shall have been effective at the time of delivery or transmittal of such Entry, and shall so remain until acceptance of the Entry by the Beneficiary/Receiver’s bank;

B. Evidence. You will maintain written evidence of such authorizations in accordance with all applicable laws, rules and regulations and will furnish us with a copy if requested by us; and

C. Accurate. The Entry is accurate, in proper form, timely and conforms to all obligations owed by you to the applicable Receiver/Beneficiary.

15. TELEPHONE-INITIATED ENTRIES. With respect to telephone-initiated Entries, you acknowledge and agree that you assume the following additional obligations and you further represent and warrant that:

A. Information. You shall have disclosed the information required by the Rules to the consumer during the telephone call.

B. Confirmation. You shall have tape recorded the telephone conversation authorizing the Entry or provided written confirmation of the consumer’s authorization as required by the Rules.

C. Verification. You shall have verified the consumer’s identity and routing number, as well as the Receiver’s identity and routing number.

Any liability for any failure on your part to comply with the Rules will be borne by you to the extent that your failure resulted in such liability.

16. INTERNET-INITIATED ENTRIES. With respect to internet-initiated Entries (“WEB Entries”), you agree that you will maintain an annual security audit as required by the Rules. You understand that we are

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required by the Rules to set specific exposure limits and you agree to comply with such exposure limits. Any liability for any failure on your part to comply with the Rules will be borne by you to the extent that your failure resulted in such liability.

17. YOUR LIABILITY. You are and shall be responsible for any loss, costs incurred, and/or claims made against us for your failure to obtain the correct identity, proper authorization (by provision of prior notices, if applicable, to the Receiver, and other appropriate authorization and source documents, if applicable) and other information regardless of the reasonableness of any procedures employed by you, as well as any failure to provide timely copies or source documents when requested by us.

18. LIMITATION OF LIABILITY . You expressly agree that we shall be liable to you only for our erroneous execution of a payment order. We shall not be liable for any errors or delay on the part of any third party including, without limitation, third parties used by us in executing a payment order or performing a related act due to any cause other than our own failure to exercise reasonable and ordinary care, and no such third party shall be deemed to be our agent. We shall not be liable for our refusal to honor any request if we, in good faith, are unable to determine to our satisfaction that such request is valid, based upon our adherence to the Security Procedures. IN NO EVENT SHALL WE BE LIABLE FOR SPECIAL, INDIRECT, OR CONSEQUENTIAL OR PUNITIVE DAMAGES, EVEN IF WE SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Except as may be limited by applicable law, you agree to reimburse us for all liability to third parties arising out of or in connection with the terms and conditions of this Agreement or the services provided hereunder or otherwise pursuant to your instructions. This provision survives the termination of this Service and/or Agreement.

IV. PRIVACY POLICY FOR WELLS FARGO AND WACHOVIA COMPANIES

Keeping Your Information Safe and Secure

Highlights Of Our Commitment To You

• We do not sell customer information to third parties. • We do not share customer information with outside

parties who may wish to market their products to you. • We safeguard your customer information carefully. • We are committed to protecting your customer

information in every transaction, at every level of our organization.

• We are committed to helping you protect your privacy every day.

You have choices about how we share your information within Wells Fargo and Wachovia and how we contact you for marketing purposes. See inside for information ab out how to contact us and record your preferences. This brochure includes the Privacy Policy for Wells Fargo and Wachovia Companies. For consumer accounts, this Policy describes how we use and protect customer information. This Policy also describes how we use a nd protect information provided by individuals in conne ction with business accounts, loans and leasing programs and provided by individuals associated with dealers

participating in sales finance programs (called “customers” for purposes of this brochure). We belie ve that protecting your privacy is an integral part of the customer service we provide to you. How We Protect And Use Customer Information 1. We are committed to protecting the security and integrity of customer information through procedures and technology designed for this purpose.

• We limit employee access to customer information to those who have a business reason to know. Employees are required to honor our code of conduct, which includes standards for protecting customer confidentiality.

• We maintain policies and procedures covering the proper physical security of workplaces and records.

• Our physical, electronic, and procedural safeguards meet or exceed federal standards regarding the protection of customer information.

• We require contractors and outside companies who work with us to adhere to strict privacy standards through their contracts with us.

2. We collect and maintain customer information as par t of servicing your account and your customer relationshi p. In the course of serving you, we collect information about you from a variety of sources, such as:

• Information you provide to us on applications or forms, such as your income and accounts with others;

• Information we receive from an outside company, such as a credit bureau, regarding your credit history or employment status; or

• Information about your transactions or experiences with companies affiliated with Wells Fargo & Company (these include Wells Fargo and Wachovia companies).

3. The customer information we collect is used to ser vice your accounts and meet your financial needs. Information may be used among the Wells Fargo and Wachovia companies, as well as with authorized third parties (described in section 4), for a number of purposes, such as:

• To protect your accounts from unauthorized access or identity theft.

• To process your requests such as loan applications, purchases, and ATM withdrawals.

• To service your accounts by issuing checks, ATM cards, and account statements.

• To keep you informed about financial services of interest to you.

4. We do not share customer information with outside parties who may wish to market their products to you. We may disclose the information we collect to non-affiliated third parties that are acting on our behalf, or as permitted or required by law, including:

• Companies that perform support services for us, such as data processors, technical systems consultants, or check printers.

• Companies that help us market products and services to you, conduct surveys or provide marketing research.

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• Government entities, courts or other entities (in response to subpoenas and other legal processes), or those with whom you have requested us to share information.

• Important Notice about Credit Reporting: We may report information about your account(s) to credit bureaus and/or consumer reporting agencies. Late payments, missed payments, or other defaults on your account(s) may be reflected in your credit report and/or consumer report.

5. Your choices for information sharing and marketing .

• We may disclose all of the information we collect, as described above, within the affiliated Wells Fargo and Wachovia companies, which include administrative and service units, consumer bankers, mortgage lenders, consumer lenders, securities broker-dealers, insurance agencies, and real estate brokerage companies. These companies include Wells Fargo Bank, N.A., Wachovia Bank, N.A.,Wells Fargo Insurance, Inc., Wells Fargo Insurance Services, Inc., Wells Fargo Investments, L.L.C. and Wells Fargo Advisors, L.L.C.

• By law, information that is derived from your transactions and experiences with us may be shared among the Wells Fargo and Wachovia companies (a) for purposes other than direct marketing, and (b) unless you instruct us otherwise, for direct marketing purposes.

• If you choose to limit information sharing, we will not share personal financial information about you among affiliates (other than information derived from your transactions and experiences with Wells Fargo and Wachovia companies) for any purpose, except as permitted by law. In addition, if you select that option, we will limit affiliates’ use of transaction, experience and other personal financial information about you for direct marketing purposes. However, your choice regarding the use of certain information for marketing purposes does not apply to any Wells Fargo or Wachovia company that has an existing business relationship with you or where the use is otherwise permitted by law. To opt out of information sharing and marketing, use one of the methods described below. Your election will apply until you tell us to change your choice.

• Telephone and mail preferences. In addition to information sharing preferences, you

may request that we not contact you for marketing purposes by telephone. For consumer accounts, this election will be effective while you are an active customer or a minimum of five years. For business accounts, this election will be effective for five years from the date the election is received. You may also request that we not contact you for marketing purposes by mail. For all accounts, this election will be effective for three years.

• Communicate your information sharing, telephone and mail preferences in any of the following ways:

Wells Fargo customers • Call 1-888-528-8460 • Online banking customers log on to a secure

session at wellsfargo.com, and choose “Change Privacy Preferences” under the “Account Services” tab.

Wachovia customers

• Call 1-866-203-5722 (Command Asset Program, IRA, Brokerage and Insurance customers call 1-877-358-1114).

• Complete the Consumer Privacy Preference Form at wachovia.com/privacy.

Customers with accounts at both Wells Fargo and Wachovia may call either Wells Fargo or Wachovia. Your preference will apply to all consumer accounts linked to your personal record. For joint accounts, any account holder may express a privacy preference on behalf of the other joint account holders.

• Do Not Call Policy: This Privacy Policy constitutes Wells Fargo and Wachovia’s Do Not Call Policy under the Telephone Consumer Protection Act for all consumers. Wells Fargo and Wachovia maintain an internal Do Not Call preference list. Do Not Call requests will be honored within 30 days and will be effective for at least five years from the date of request. No telemarketing calls will be made to residential or cellular phone numbers that appear on the Wells Fargo and Wachovia Do Not Call list.

• As a customer, please note that if you choose not to receive solicitations by mail or any other channel, you may continue to receive marketing information about Wells Fargo and Wachovia products or services in regular account mailings and statements, when you visit us online or at an ATM. You may also receive survey calls.

6. State Laws, Trust Accounts. Some state laws may impose additional restrictions on disclosure of information on customers for certain purposes in those states.

• Nevada Residents - Nevada Statute Section 228.600(3) allows marketing calls to our existing customers listed on the National Do Not Call Registry. If you prefer not to receive marketing calls from us, you may be placed on our Internal Do Not Call list by following the instructions in the “Your Choices” section 5 above. or writing to Wells Fargo Operations, P.O. Box 5277, Sioux Falls, SD 57117-5277.

For more information contact us at the address

above, or email: [email protected]., with “Nevada Annual Notice” in the subject line. You may also contact the Nevada Attorney General’s office:

Bureau of Consumer Protection Office of the Nevada Attorney General

555 E. Washington Street, Suite 3900 Las Vegas, NV 89101

Phone: (702) 486-3132 Email: [email protected]

• Vermont Residents - In accordance with Vermont

law, we will not share personal financial information about you, other than transaction and experience information, with other Wells Fargo and Wachovia companies for any purpose, nor will we share any personal financial information about you with other

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Wells Fargo and Wachovia companies for marketing purposes.

• Trust accounts , for which Wells Fargo or Wachovia

is the trustee, are protected under special rules of confidentiality, and trust account information is not shared for marketing purposes without specific consent.

Tips To Help You Protect Your Personal Information

• Carry only necessary information with you. Leave your Social Security card and unused credit cards at home in a safe location.

• Make photocopies of vital information you carry regularly and store them in a secure place, such as a safe deposit box.

• Do not provide your Social Security Number unless absolutely necessary.

• Shred documents containing personal or financial information before discarding. Fraud and identity theft often occurs as a result of mail and garbage theft.

• Place outgoing mail in a U.S. Postal Service mailbox to reduce the chance of mail theft. · Promptly retrieve incoming mail to reduce the opportunity for theft.

• Monitor your credit report for accuracy. By law, you are entitled to receive one free credit file disclosure every 12 months from each of the nationwide consumer credit reporting companies. To learn more or request a copy of your credit report, visit annualcreditreport.com or call 1-877-322-8228.

Assistance To Victims Of Identity Theft Contact us immediately if you suspect that someone has had unauthorized access to your Wells Fargo or Wachovia account, or access to your personal identifying information such as your Social Security Number or credit card information. We will take action to protect your accounts. Wells Fargo customers call 1-800-TO-WELLS (1-800-869-3557) , notify us online at wellsfargo.com, or visit us at your nearest Wells Fargo location. Wachovia customers please call 1-888-647-3648. In addition, you should also report the crime to your local law enforcement agency and to the Federal Trade Commission (FTC). To speak with a trained FTC telephone counselor, call toll-free at 1-877-IDTHEFT (1-877-438-4338). To enter information about your complaint into a secure FTC online database, sign onto www.ftc.gov/idtheft. The site also provides links to numerous consumer education materials. Unsolicited Credit Offers If you want to reduce the number of credit offers you receive, contact the National Consumer Credit Reporting Agencies at 1-888-567-8688 (1-888-5-OPTOUT) or visit www.optoutprescreen.com for details. Financial institutions and other companies provide information to the Credit Bureaus

for credit verification, fraud control purposes, and prevention of identity theft. You may direct these agencies not to sell or share this information about you for marketing purposes. Customer Service If you have questions about your account or would like more information about Wells Fargo products and services please call us at 1-800-TO-WELLS (1-800-869-3557), or write to the address listed on your account statement. More information is available at wellsfargo.com. You may also write to us at Wells Fargo Operations Center, MAC #N9777-111, P.O. Box 5277, Sioux Falls, SD 57117-5277 Wachovia customers please visit the web site at wachovia.com/privacy, or call 1-866-203-5722 to speak to a representative. Command Asset Program, IRA, Brokerage and Insurance customers please call 1-877-358-1114. This document applies to (1) consumers who have, or have had, a customer relationship or have made an inquiry or application, and (2) individuals who have provided personal information in connection with business accounts, loans, and leasing programs or individuals associated with dealers participating in sales finance programs; and where the consumer relationship, inquiry, application, or personal information is provided to one or more of the banks and companies with “Wells Fargo” or “Wachovia” in their names, as well as: WF National Bank South Central; Norwest Auto Finance, Inc.; Wells Fargo Investments doing business as Ragen MacKenzie; Flatiron Capital Corp.; NowLine and Tower Pension Specialists, Inc.; American Mortgage Network, Inc., doing business as Vertice, but NOT including (a) any non-bank company with “Wells Fargo Financial” in its name, (b) Wells Fargo Financial National Bank, (c) Wells Fargo Advisors, the Wells Fargo Advantage Funds and the Evergreen Funds, or (d) any insurance company, insurance agency, or insurance brokerage or other company, which has its own privacy disclosures. Effective March 20, 2010, Wachovia Bank, N.A. and Wachovia Bank of Delaware, N.A. will become Wachovia Bank and Wachovia Bank of Delaware, divisions of Wells Fargo Bank, N.A. Additional privacy provisions apply to the use of Wells Fargo’s and Wachovia’s online services. See wellsfargo.com/privacy_security and wachovia.com/privacyandsecurity for more information. The policies and practices described in this disclosure are subject to change, but we will communicate any significant changes to you as required by law. The policies and practices described in this disclosure replace all previous notices or statements regarding this subject. Si usted desea una traducción completa en español de las Normas de Privacidad de Wells Fargo, por favor pida una copia en su sucursal local de Wells Fargo o escriba a: Wells Fargo Operations Center, MAC #N9777-111, P.O. Box 5277, Sioux Falls, SD 57117-5277.

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Important Information related to Charter consolidation and your FDIC Insurance

What is Happening? Effective March 20, 2010, the bank charters of Wells Fargo Bank, N.A., Wachovia Bank, N.A., and Wachovia Bank of Delaware, N.A. will be combined under one bank charter, Wells Fargo Bank, N.A. The combining of these three bank charters is a key step in the integration of Wells Fargo and Wachovia. What is Changing? This event should not impact how you do business with Wells Fargo or Wachovia. You can continue banking as you do today – using the same bank accounts, checks, credit cards, ATM/Check Cards and banking location. In fact, you will continue to see the Wachovia name in many places while we use a thoughtful approach to integrating our business models and operations. You will receive separate communication(s) regarding any changes to your products or services well in advance of when the change(s) will occur. If you have $250,000 or less in all of your deposit accounts at Wells Fargo Bank, N.A., Wachovia Bank, N.A. and Wachovia Bank of Delaware, N.A., this consolidation will not impact your FDIC insurance. However, if you hold deposit balances greater than $250,000 at these thr ee institutions combined, your FDIC insurance cover age may be impacted. Please see below for the special FDIC transition rules. FDIC Transition Rules

• Under FDIC rules, the funds on deposit in Wells Fargo Bank, N.A., Wachovia Bank, N.A. and Wachovia Bank of Delaware, N.A. at the time of the combination will continue to be separately insured by the FDIC as if the funds were still held in separate banks. This special treatment will continue for six months following the charter combination on March 20, 2010. This six-month period allows you the opportunity to examine and restructure your accounts to meet FDIC insurance guidelines, if needed.

• Time Accounts (Certificates of Deposit) will continue to receive the separate insurance coverage described above until the first maturity date after September 20, 2010. Time Accounts that mature between March 20, 2010 and September 20, 2010 and are renewed for the same dollar amount and term will continue to be separately insured until the first maturity date after the six month period. Time Accounts that mature during the six-month period and are renewed on any other basis (different term or for a different amount) will only be separately insured through September 20, 2010.

Questions about Your FDIC Insurance?

• Call the FDIC toll-free at 1-877-ASK-FDIC (1-877-275-3342) • Refer to the FDIC website for additional details at www.FDIC.gov • Visit your closest Wells Fargo or Wachovia Banking Location • Call a Wachovia Service Representative at 800-WACHOVIA (800-922-4684)

Other Important Information The FDIC Standard Maximum Deposit Insurance Amount (SMDIA) for deposits has increased to $250,000 per depositor per insured financial institution through December 31, 2013. On January 1, 2014 the SMDIA will return to $100,000 per depositor for all account categories except for IRAs and other certain retirement accounts which will remain at $250,000 per depositor. Deposits in Individual Retirement Accounts (IRAs) and certain other retirement accounts are insured separately from other accounts up to $250,000. This coverage applies to the combined Traditional and Roth IRAs owned by the same person at the same FDIC-insured bank. Please note: If you have uninvested cash balances in the Wells Fargo Advisors (formerly Wachovia Securities) Bank Deposit Sweep Program, special rules may apply to your combined Wells Fargo Bank, N.A. deposits for FDIC Insurance purposes. Your sweep balances held at Wells Fargo Bank, N.A. will need to be added to any existing deposits held at Wells Fargo Bank, N.A. (checking, savings, or CDs) to determine your combined balance for FDIC Insurance coverage. If you have questions related to your Wells Fargo Advisors Bank Deposit Sweep Program Insurance coverage, please contact your Financial Advisor with Wells Fargo Advisors.

578974 (Rev 02) Page 1 of 5

Wire Transfer of Funds – Customized Setup Please type or print clearly in black ink.

Section 1. Customer Information Customer/Company Name:

Contact Name (Required):

Phone Number (Required):

Physical Street Address (Not a P.O. Box):

City:

State/Country: ZIP/Postal Code:

Mailing Address (if different from above):

City: State/Country: ZIP/Postal Code:

Section 2. Wire Transfer of Funds Initiation Method - check all that apply

Walk-In

Telephone (Issue Telephone Security Code (PIN) and Multifactor Authentication Device (Token))

Facsimile Transfers (Fax) (Not Recommended) Wachovia Connection (Business/Commercial Only)

Section 3. Deposit Account Information: Enter all applicable information for each Account to use wire transfers.

ACTION Check One Account Number & Full Name of Account

Transaction Types for Notification

Check One Account Number: New Add

Change Delete

Authorized Person Only Account Name:

No Notification Debits Only

Credits Only Both

Account Number: New Add

Change Delete



Credits Only Both


Change Delete



Credits Only Both


Change Delete



Credits Only Both

Notification Method - Select one method of notification for all Accounts for which you have chosen notification of wire transactions above (a fee may apply):

U.S. Mail Consolidated Advice (available for credits, debits or both). Telephone (available for credits only). Complete Section 5 below.

Funds Transfer Fax (available for credits, debits or both). Provide Fax number: .

Section 4. Call-back Verification of Outgoing Wire Transfer of Funds Instructions (telephone or facsimile initiated only):

Dual Control - Recommended Security Procedure (default): Wachovia Bank (the “Bank”) will telephone an Authorized Person (specified in Section 5 below) other than the initiator to verify details for any wire transfer of funds that requires verification. TheBank must verify transaction details before it will release funds for transfer.

Single Control: The Bank will telephone any Authorized Person (specified in Section 5 below), including the Authorized Person that initiated the wire transfer transaction, to verify the details for any wire transfer of funds that requires verification. The Bank must verify transaction details before it will release funds for transfer. Note: You must specify the Authorized Person(s) requiring Single Control in Section 5.

Select one of the following call-back threshold amount options for all Accounts: Standard Call-back Threshold; Recommended Security Procedure (default): The Bank will telephone an Authorized

Person to verify details for every non-repetitive wire transfer initiated on my Account that exceeds Twenty-Five Thousand US Dollars ($25,000) and every repetitive wire transfer initiated on my Account that exceeds One Million US Dollars ($1,000,000).

Nonstandard Call-back Threshold: The Bank will telephone an Authorized Person to verify details for every non-repetitive wire transfer initiated on my Account(s) that exceeds US Dollars ($ ), and every repetitive wire transfer initiated on my Account(s) that exceeds US Dollars ($ ).

No Call-back Verification (Not Recommended): The Bank will not telephone an Authorized Person to verify details of any wire transfer initiated on my Account(s). Check this box only if you want the Bank to release funds for wire transfers on your Account(s) without the Bank verifying details with an Authorized Person.

( )

578974 (Rev 02) Page 2 of 5

Section 5. Authorized Persons Designated for Telephone, Fax, or Walk-In Wire Transfer Initiation - Check one I authorize the individual(s) specified below (each an Authorized Person) to initiate, verify, or receive telephone

notification of wire transfer of funds transactions on the Account(s) specified in Section 3 of this Customized Setup.

I authorize the Authorized Person(s) previously specified for wire transfer of funds authority on deposit account # to have the same wire transfer of funds authority for the Account(s) listed in Section 3. If I check this box, I understand that I am NOT required to complete the table below.

ACTION (Check One) Authorized Person(s) for Wire Transfer Transactions AUTHORIZED ACTS

(Check all that apply) Authorized Person’s Name:

Telephone Number: Alternate Telephone Number:

Account(s) to Access (as documented in Section 3): All Accounts. Only these Accounts (numbers):

Accounts as previously authorized for this Authorized Person:

New

Add

Change

Delete

Wachovia Connection customers only – Multifactor Authentication Tokens Do not send Token. This Authorized Person will use a token that has been

or will be ordered through Wachovia Connection. Send Token to this Authorized Person.

Maximum Amount

Initiate Repetitive $

Initiate Non-repetitive $

Verify Repetitive $

Verify Non-repetitive $

(Use $9,999,999,999.99 for unlimited.)

Single Control

Telephone Notification of Credits (for all Dollar amounts)

Authorized Person’s Name:


Accounts to Access (as documented in Section 3):

All Accounts Only these Accounts (numbers):


New

Add

Change

Delete



Maximum Amount



Verify Repetitive $



Single Control




Accounts to Access (as documented in Section 3): All Accounts Only these Accounts (numbers):


New

Add

Change

Delete



Maximum Amount



Verify Repetitive $



Single Control




Accounts to Access (as documented in Section 3): All Accounts Only these Accounts (numbers):


New

Add

Change

Delete



Maximum Amount



Verify Repetitive $



Single Control


578974 (Rev 02) Page 3 of 5

Section 6. Customer Authorization and Agreement By signing below, I authorize Wachovia Bank to establish wire transfer of funds services for the Authorized Person(s) specified above, and to permit them to initiate and verify wire transfer transactions as specified in this Customized Setup. I acknowledge receipt of the Bank's wire transfer Security Procedures in the Guide to Completing Wire Transfer of Funds - Customized Setup that follows this Customized Setup. I am authorized to execute this Customized Setup and to transact business on the deposit account(s) specified above as evidenced by the Depository Authorization and Agreement Certificate, or the Resolution (or other nonstandard governing document that has been expressly accepted by the Bank). If this Customized Setup is for use with personal accounts, I am the/ an owner of the deposit account(s) specified above and my signature appears on the Customer Access Agreement, Signature Card or Deposit Account Application.

Name of Authorized Representative or Account Owner (Print): Authorized Representative’s Title:

Signature of Authorized Representative or Account Owner: Date:

For Wachovia Bank Use Only

Bank Representative’s Name (Print) Bank Representative’s Signature

Phone Number Mail Code Date

This Customized Setup must be signed by the Customer’s Authorized Representative for the Accountsor the Account Owner, and by an authorized representative of the Bank.

578974 (Rev 02) Page 4 of 5

Guide to Completing Wire Transfer of Funds - Customized Setup

This table describes the Sections of the Wire Transfer of Funds - Customized Setup that must be completed.

If the Wire Transfer Initiation Method is… Then complete Sections…

Telephone (including telephone as a contingency service) or Fax 1, 2, 3, 4, 5, 6

Walk-In 1, 2, 3, 5, 6

Wachovia Connection 1, 2, 3, 6

Section 1 Customer Information Company or Individual Name - Enter the full legal name as it appears on the customer deposit account statement or ownership documentation.

Physical Street Address - Enter the physical address of the customer. This must not be a P.O. Box. Mailing Address - Complete only if the address to which a Telephone Security Code (PIN) and a Multifactor Authentication Device (Token) can be mailed by Wachovia Bank (the “Bank”) is different from the Physical Street Address.

Contact Name - Enter the name of the person whom the Bank may telephone regarding this Wire Transfer of Funds - Customized Setup (the "Customized Setup").

Section 2 Wire Transfer Initiation Method (check all that apply) Do not complete this Section if you are completing this Customized Setup solely to add, change or delete a notification service. Select Telephone if you want the option to initiate wire transfers by telephone using your PIN and Token. Select Walk-In if you want the option to initiate wire transfers in a Bank office or Financial Center. Select Fax if you want the option to initiate wire transfers by facsimile transmission using your PIN and Token.

Select Wachovia Connection if you want the option to initiate wire transfers online through Wachovia’s internet-based information reporting and transaction initiation service.

Section 3 Deposit Account Information Specify those of your deposit accounts (Account(s)) that you authorize the Bank to debit for wire transfer transactions. Also specify the Account(s) to credit for which a Notification Method is needed.

Check One ACTION for each row. Check New to establish wire transfer authorizations for your Account(s) listed in this Section 3. Check Add to include additional Account(s) on the Bank's record of Accounts that you have authorized for wire transfer of funds. Check Change to modify the Notification method on your Account(s) listed in this Section 3. Check Delete to delete Account(s) from the Bank's record of Accounts that you have authorized for wire transfer of funds. Check Authorized Person Only to identify those Account(s) already on the Bank's record of Accounts to which you are adding or modifying your Authorized Person(s). To obtain a notification, check One box in the Transaction Types for Notification column for each Account, and check the Notification Method that you want the Bank to use to notify you of wire transfer of funds transactions on your Account(s). If you do not specify a notification method, the Bank will not notify you of wire transfer transactions on your Account(s). The wire transfer of funds transaction also will appear on your Account statement. Refer to the Schedule of Fees for fees associated with each Notification Method. Mail – Check this box if you want to receive notification of wire transfer transactions on your Account(s) by US Postal Service. Fax – Check this box if you want to receive notification of wire transfer transactions on your Account(s) via Fax, and provide a Fax telephone number in the space provided. Phone – Check this box if you want your Authorized Person(s) to receive notification by telephone of wire transfer transactions on your Account(s).

Standard Security Procedures:

A. Telephone Security PIN and Multifactor Authentication Token are validated: The Bank will assign and mail a Telephone Security PIN and an acknowledgement form to the person(s) authorized by you to initiate wire transfers on your Account(s). Each Authorized Person designated to receive a PIN must return the acknowledgement form to the Bank in order for such Authorized Person to initiate or verify a wire transfer on an Account. Once the PIN is acknowledged and has been used to initiate or verify a wire transfer, the Bank will also mail a Multifactor Authentication Token to the Authorized Person. A Token is a small portable device that generates a new “password” security code every 36 seconds. The first time your Authorized Person uses his/her Token, the Authorized Person must register the Token by providing to the Bank the serial number on the back of the Token and the security code displayed on the front of the Token. Each time that an Authorized Person initiates a wire transfer transaction, the Authorized Person must provide the security code displayed on the Token. When initiating multiple wire transfers, a new security code generated by the Token must be provided to the Bank for each wire transfer transaction.

B. Telephone Security Dual Control Call-back Verification of Outgoing Wire Transfer of Funds Instructions: When a wire transfer of funds is initiated to debit your Account, the Bank will telephone an Authorized Person other than the initiator of the wire transfer transaction in order to verify and confirm the details of the transaction if the amount of funds to be transferred: (1) exceeds Twenty-Five Thousand US Dollars ($25,000.00) for non-repetitive wire transfers; (2) exceeds One Million US Dollars ($1,000,000.00) for repetitive wire transfers (wire transfers for less than these amounts are not verified); or (3) may qualify under other varying criteria such as other Dollar amounts or individual customer account limits established by the Bank. Dual control is the Bank’s default Security Procedure, and the Bank will establish such standard Security Procedure on your Account if you do not select a different verification method. If the Bank cannot perform verification of details of a requested wire transfer transaction by 5:30 P.M Eastern Time on the banking day of transaction initiation, then the Bank may cancel the wire transfer request.

C. Initiation of Wire Transfers by Wachovia Connection: If you are a Wachovia Connection customer, you hereby confirm that Wachovia Connection provides a module for security administration, including setup and maintenance of your Authorized Person(s) and repetitive wire transfer instructions, to be performed by your Security Administrator(s). The Bank has made various security options available to you for wire transfer initiation and repetitive transfer instructions, including up to nine (9) levels of approval. The Bank highly recommends that you and your Authorized Person(s) utilize the Multifactor Authentication Token provided to you by the Bank in order to access the Payment Services modules of Wachovia Connection. You may elect not to utilize the Token only by executing and delivering to the Bank its Wachovia Connection Multifactor Authentication Waiver. You also confirm that (i) you may directly add, change, or delete Accounts on which you choose to engage in wire transfer of funds transactions and Authorized Persons who may perform such transactions via Wachovia Connection, and (ii) in the event you take any such actions via Wachovia Connection without your updating this Customized Setup as required, such Accounts and authorizations shall be deemed authorized by you as if recorded on this Customized Setup, and you incorporate those Accounts and authorizations in this Customized Setup by this reference. To the extent that you utilize Wachovia Connection to initiate a foreign draft, you acknowledge that foreign drafts are your unconditional payment orders to the Bank to pay funds from Wachovia Bank's own account(s), and you accept full responsibility for the protection, safekeeping and use of all foreign draft stock in your possession.

578974 (Rev 02) Page 5 of 5

Guide to Completing Wire Transfer of Funds - Customized Setup - continued

D. Initiation of Wire Transfers by Facsimile Transmission: In its sole discretion, the Bank may consent to accept your request for a wire transfer of funds by Facsimile transmission (“fax”). If the Bank consents to accept your faxed wire transfer instructions, the Bank will treat such request as a Telephone initiated wire transfer request, and the Bank will utilize additional security measures such as call-back verification. All wire transfer transactions initiated by you via fax require a minimum of one (1) telephone communication between you/ your Authorized Person and the Bank to verify that the Bank is in receipt of your faxed wire transfer request and that no data has been altered in its transmission. You must provide to the Bank your PIN and the security code displayed on the front of your Token at the time of this communication. The Bank may perform a second call-back verification with an Authorized Person based on the Dollar amounts that are specified in Section 5 of this Customized Setup.

Section 4 Call-back Verification of Outgoing Wire Transfer of Funds Instructions Complete this Section if you choose to deviate from the Bank's standard “Dual Control” Security Procedure for TELEPHONE and FACSIMILE initiated payments described in Standard Security Procedures above. You may change the call-back threshold by selecting Non-Standard Call-back Threshold or No Call-back Verification. If you select Non-Standard Call-back Threshold, be sure to specify the threshold amount(s) at which you want the Bank to perform call-back verification.

Section 5 Authorized Persons Designated For Telephone, Facsimile or Walk-In Wire Transfer Initiation. Complete this Section only if you have selected Telephone, Facsimile, or Walk-In as the Wire Transfer Initiation Method in Section 2 of

this Customized Setup, or if you have selected Telephone as the Notification Method in Section 3 of this Customized Setup.

ACTION (Check One) Check New to establish wire transfer authorizations for your Authorized Person(s) listed in this Section 5. Check Add to include additional Authorized Person(s) to the Bank’s record of persons you have authorized to wire transfer funds.

Check Change to modify the Telephone Number(s), Account(s) to be accessed, or limits to the amounts of funds transferable from your Account(s) by the Authorized Person(s).

Check Delete to delete an Authorized Person from the Bank’s record of persons you have authorized to wire transfer funds. Authorized Person(s) for Wire Transfer Transactions Enter the name and telephone number of the Authorized Person(s) you designate to wire transfer funds from your Account(s). “Account(s) to Access” - Specify your Accounts that can be accessed for wire transfer transactions by each Authorized Person. Check “All Accounts” to authorize the Authorized Person to access all of the Accounts specified in Section 3.

Check “Only these Accounts” and specify the Account numbers from Section 3 to authorize the person to access specific, but not all Accounts. Check “Accounts as previously authorized to include this Authorized Person” to authorize the person to access the same Accounts as an existing Authorized Person. Provide the existing Authorized Person's full name.

Multifactor Authentication Tokens -- If your business uses Wachovia Connection and Telephone or Fax, your Authorized Persons may use the Tokens that the Bank has issued to you in connection with your Wachovia Connection service also with your Telephone or Fax wire transfer service. Your Wachovia Connection Security Administrator(s) may order Tokens through Wachovia Connection for use with Wachovia Connection and/or Telephone/Fax wire transfer services. By checking the box “Do Not Send Token” you instruct the Bank not to send a Token to the Authorized Person because he/she will use a Token obtained through Wachovia Connection for use with Telephone/Fax wire transfer services. Check the box “Send Token” to instruct the Bank to send a Token to the Authorized Person.

AUTHORIZED ACTS (Check all that apply) - Provide the maximum whole Dollar amount for each action that you choose. Do not use abbreviations (for example, enter $30,000.00 instead of $30k). Note: You must authorize at least one person to initiate a wire transfer transaction and at least one other person to verify the wire transfer transaction, unless you have elected Single Control in Section 5. If you wish to authorize additional Authorized Persons, please complete and attach another Customized Setup.

Section 6 Customer Authorization and Agreement

Printed Name and Signature of Authorized Representative or Account Owner - Print the name of your authorized representative or the account owner who will sign this Customized Setup. This Customized Setup must be signed in ink and submitted with original signature to the Bank. A facsimile signature stamp is not acceptable. The authorized representative signing this Customized Setup is a person so designated in the customer’s Depository Authorization and Agreement Certificate or Resolution. If this Customized Setup is for use with personal accounts, the account owner’s signature on the Customer Access Agreement, Signature Card or Deposit Account Application must be on this Customized Setup. If you need additional space to complete your requirements for this Customized Setup, please complete and attach another Customized Setup. Your authorized representative or the account owner must sign this Customized Setup and any additional Customized Setup.

Wachovia Bank Use Only Bank Representative's Name, Phone and Signature – Print the name and phone number of the Bank Representative who has verified

that the company’s authorized representative signing this Customized Setup has authority to do so as evidenced by the customer’s Depository Authorization and Agreement Certificate, or Resolution (or other nonstandard governing document that has been expressly accepted by the Bank). If this Customized Setup is for personal accounts, the Bank Representative must have verified the account owner’s signature on the Customer Access Agreement, Signature Card or the Deposit Account Application with the customer’s signature on this Customized Setup. The Bank Representative must sign and date this Customized Setup in the spaces provided.

ACH Payments Service Description

1. The Service.

Wachovia’s portfolio of ACH Payment services enables you to move money electronically overnight between virtually any two domestic banks or accounts, or your electronic transfers can be timed for a future date. All ACH transactions are originated with an “effective date” assigned by you. On that date, we will settle your ACH transactions to your account, eliminating the guesswork of when to fund your account. To the extent you can convert all or a large majority of your checks to ACH transactions, daily forecasting cash outflows is greatly simplified. Wachovia’s ACH Payment services can be used to satisfy trading partner requests for payment via electronics. We can support these requests by enabling you to originate payments in a variety of formats ranging from the simplest payment transactions (payments without remittance information) to the more complex where complete remittance details accompany the ACH transaction. Use of the Automated Clearinghouse (ACH) to effect funds transfers between you and your trading partners eliminates or reduces the need to store check stock, print, distribute, reconcile and archive paid checks. In addition, our Wachovia Connection® single-item ACH or ACH Management initiation methods incorporate online security parameters that you establish to prevent unauthorized employees from accessing and modifying your ACH transactions.

Wachovia offers several methods for you to send your electronic file to Wachovia. 1. Direct transmission: You transmit your ACH file to Wachovia.

Files can be transmitted via several secure FTP options.

2. Internet-based initiation services: Wachovia offers two Internet-based ACH initiation services. Since both applications reside on servers at Wachovia, assistance isn’t required to load software.

a. Wachovia Connection® ACH Management is used to initiate batches of ACH transactions via the Internet.

b. Wachovia Connection®, our Web-based information reporting and transaction initiation service can be used to initiate individual or batched ACH transactions via the Internet.

Wachovia also offers access to online functionality for control totals,

fraud control and file maintenance via Wachovia Connection rather

than over the telephone. These enhancements should allow you to speed up your ACH processing through online access.

•••• ACH Online Control Totals provide an automated option for submitting control totals for origination files via Wachovia Connection.

•••• ACH Online Fraud Control allows you to decision ACH positive pay items online, authorize payments and perform maintenance on authorizations.

•••• ACH Online File Maintenance provides the ability for you to delete or reverse items, batches or files sent to Wachovia.

How it works 1. Payees or payors provide you with their account number and bank

routing transit number.

2. Prior to settlement date, you deliver to Wachovia the electronic file of who is to be paid or charged.

3. Upon receipt of your payment instructions, Wachovia verifies that the total of the file you delivered to us matches the total dollar amount you have reported to us via your submission of Control Totals prior to processing the file.

4. We can confirm receipt of your ACH file via a transmission, fax or e-mail acknowledgment, so you can be confident that we have received your ACH file for processing.

5. On settlement date, your payee’s or payor’s accounts are automatically credited or debited and your designated account at Wachovia is simultaneously charged or credited for the total amount of the ACH transactions.

6. You can review your ACH activity through Wachovia Connection, our Internet-based information reporting service.

7. Wachovia offers multiple options for notifying you of ACH returns and notifications of change (NOCs), including Wachovia Connection, NACHA file transmission, fax or e-mail report.

2. The Service Level Goals.

Wachovia has established service level goals for the ACH Services described in this Service Description. They may be obtained from your Treasury Sales Officer upon request.

3. The Fees.

Wachovia will charge your account for all fees associated with the services described herein. A price list will be provided by the Treasury Sales Officer upon request. In addition, all fees assessed for the services used will be disclosed on the monthly Account Analysis

statement provided on request.

4. Your Performance Obligations and Agreements.

The use of this Service may require the purchase, installation and maintenance of certain hardware, software, communication setup and other related devices and equipment at your location. You are responsible for the acquisition, installation and maintenance of all such hardware, software, communication setup, other related devices, required to properly utilize ACH and the cost and compatibility thereof. You agree to safeguard access to user IDs, passwords, tokens, digital certificates and other security information and to accept full responsibility for any compromise of security resulting from unauthorized use of all such information. In addition to any security procedures specified in the instructions provided by Wachovia, you have the responsibility to implement any additional security measures you deem necessary or appropriate on your premises to safeguard and prohibit unauthorized access to the Service and the hardware or other technology used to access the Service. You agree that Wachovia is not responsible for incorrect or inaccurate information provided by you and Wachovia will have no liability as to results or timeliness of any transaction requiring corrections or completions. You understand and agree that our ACH Service and the services accessed through it may not be uninterrupted or error free. If our ACH Service or services available through it are interrupted, Wachovia will provide you notice and will use reasonable efforts to restore the impacted services as promptly as possible. We require you to send Control Totals for each file transmitted to Wachovia. Control Totals are defined as the total number of items, dollar amount of credit entries and dollar amount of debit entries contained on the file. We use the Control Totals to ensure the file is not changed or corrupted during transmission. Control Totals can be sent to us using Wachovia Connection’s ACH Self Service functionality. Both the file and Control Totals must be received by us before your file will be processed. If a file is received without matching Control Totals, or a Control Total is received without a matching file, Wachovia ACH Operations will use reasonable efforts to notify you by phone. Wachovia ACH recommends that all ACH files be sent two days prior to the effective date. The effective date is the date entered in the Batch

Header Record and is the date you want the item to post to your customer’s or employee’s account. Wachovia can process files received as late as 10:00 PM Eastern Time.

5. CONTROLLING DOCUMENTS/LAWS/RULES/REGULATIONS:

By using our ACH Service and any other Treasury Services available through our ACH Service, you agree to be bound by the terms of the ACH Service Description and the Service Description(s) for any other services you use and by your Commercial Deposit Agreement with Wachovia. All such documents are incorporated herein by reference. Funds Transfer services received via this Service are governed by and subject to applicable provisions of your Deposit Agreement and by Wachovia’s operating rules and security procedures in effect at the time of the transaction. ACH services received via this Service are governed by and subject to applicable provisions of your Deposit Agreement and by NACHA rules in effect at the time of the transaction.

Date Issued: May, 2008.

Wachovia Bank, N.A. October 24, 2002

CASH SERVICES SERVICE DESCRIPTION

1. This Service includes the receipt and processing of a Customer's deposits which are directed by such Customer

to any Wachovia Money Center location. 2. The Customer shall collect, count and separate all coin and currency (hereinafter “cash”) from food coupons,

checks, and any other items for deposit (hereinafter, collectively, "Items"), and place the Items in sealed bags, envelopes and/or containers clearly marked with the name and identification number of the Customer (hereinafter "Containers"). The Customer shall prepare a deposit ticket for each Container listing the amounts of the Items which shall be contained in or accompany the Containers.

3. The Customer authorizes Wachovia Bank, N.A. to accept the Containers when delivered to the Bank at its Money

Center premises by an armored courier, acting as the Customer's agent, and to deposit the Items into the Customer's account. The Customer shall cause the armored courier to deliver the Containers to the Money Center under adequate and appropriate custody and control.

4. The Bank shall process each Container’s contents according to the Bank’s standard processing procedures, as

such may be modified from time to time. Any change requested by the Customer to the Bank’s deposit processing, discrepancy handling, coin and/or currency ordering, acceptance/hold instructions or method of compensation from the Bank’s standard processing procedures shall be set forth in writing by the Customer and shall be subject to review and approval by the Bank.

5. The Bank shall verify the Items in the Containers against the deposit ticket contained in or accompanying the

Containers, and shall also verify the Items in the Containers as genuine and not counterfeit. If there is no discrepancy, the Bank shall credit the account for the amount indicated by the Customer on the deposit ticket. If any discrepancy is determined by the Bank when the Items are verified, the Bank shall debit or credit the Customer’s account as appropriate. In the event of a discrepancy, the Bank's verification shall be deemed correct and final. The Bank will issue a receipt for the deposit and any debit/credit and mail it to the Customer or return it to the Customer in the Container.

6. The Bank shall accept and process orders for coin and/or currency (hereinafter, an "Order") from the Customer.

The Customer shall notify the Bank of all Customer personnel authorized to request an Order, and shall utilize all security procedures requested by the Bank. The Bank shall prepare the Order and return the Order to the Customer in the Container via the armored courier. The Customer shall verify the Order as correct within twenty-four (24) hours of receipt, and shall promptly notify the Bank of any discrepancy. The Bank shall charge the Customer's account for payment when the Order is packaged for pick-up by the armored courier. If there shall be insufficient funds in the Customer’s account to pay for an Order, the Bank shall be authorized to not fill the Order. The Bank shall suffer no loss or liability by reason of any delivery of coin and/or currency to the Customer.

7. If a Container is delivered to the Bank and is clearly marked for pick-up instead of deposit, the Bank shall hold

the contents of such Container until picked up by the armored courier. 8. The Customer shall indemnify and hold the Bank harmless from any loss, liability or expense, including

attorneys’ reasonable fees, incurred by the Bank as a result of any loss, theft, destruction or unauthorized use of any Container and any contents thereof when such Container and its contents are not in the sole and exclusive possession and control of the Bank.

Wachovia Bank is a division of Wells Fargo Bank, N.A.

Cash Vault Services (Money Center) Service Description

1. The Service.

Wachovia’s Cash Vault service allows you to deposit large sums of money directly to, and requisition cash from, Wachovia’s deposit servicing sites. This service allows for same-day credit of cash deposits into a single Wachovia account from your locations in the cities serviced by Wachovia. We report cash transactions by location. All deposits to Wachovia can be made to the same account regardless of where the deposit is made and who makes it. Cash Vault sites can deposit to whichever single account you specify using deposit tickets that identify the depositing location, through a unique location ID in the MICR line of the deposit ticket, for reconciliation purposes. Included within the unique location number can be a sequential number, assigned by you, to assist with monitoring the number of deposits at each location. Deposit Reconciliation reports detail each deposit by location and serial number and can include those locations you move to Wachovia’s Cash Vault service. Fewer depository banks should result in fewer accounts, which typically results in less time and expense reconciling accounts. Wachovia’s Cash Vault service has been designed to include the following security features. Wachovia’s Cash Vaults are equipped with magnetic locks, bullet-resistant glass, camera surveillance of both internal and external facilities, and security guards. Daily balancing of cash and an extensive internal verification process for teller funds are in place to help prevent fraud. Additional features include:

Cash processing facilities are equipped with the latest in technology and surveillance.

All sites have 24-hour, seven-day-a-week security.

Security features include constant surveillance coverage inside of the facility.

External security includes facility surveillance and armed personnel.

All surveillance is captured and stored into an archive.

Internal security includes controlled areas to separate employees from armored-carrier deliveries and other visitors.

External security includes controlled areas to separate armored-car deliveries and restricted access to the facility.

All sites can be accessed only by armored-car services.


Wachovia employs standardized procedures to simplify the deposit preparation and coin and currency ordering procedures that your locations are required to follow. By using Wachovia’s Cash Vault program, you reduce the discrete procedures imposed on these locations by their depository and coin/currency providing banks. To begin the service a start up package will be mailed to you. The start up package will contain the following information:

Deposit preparation instructions Coin & currency ordering instructions Emergency or special order phone numbers Bank holiday schedule Cash deposit research requirements Supply order program details

How it works 1. You contract with an armored courier service to transport

coin/currency deposits and change orders to and from Wachovia cash processing sites.

2. Your business locations prepare their deposits and order coin and currency following Wachovia’s standard deposit procedures.

3. Your locations order the coin and currency they need via voice response unit (VRU) numbers and unique PINs assigned to each location.

4. Your armored-carrier service picks up your daily deposits and delivers your previously ordered coin and currency.

5. Deposits are processed and detail information, including deposit images of check deposits, is transmitted to Wachovia.

6. Your Wachovia account is credited daily and the deposit detail and

check images are provided to you via Wachovia Connection.


Wachovia has established service level goals for Cash Vault. These goals may be obtained from your Treasury Sales Officer upon request.

3. The Fees.

Wachovia will charge your account for all fees associated with the services described herein. A price list will be provided by the Treasury Sales Officer upon request. In addition, all fees assessed for the services used will be disclosed on the monthly Account Analysis statement provided on request.



The use of this Service may require the purchase, installation and maintenance of certain hardware, software, communication setup and other related devices and equipment at your location. You are responsible for the acquisition, installation and maintenance of all such hardware, software, communication setup, other related devices, required to properly utilize Cash Vault and the cost and compatibility thereof. You agree to safeguard access to user IDs, passwords, tokens, digital certificates and other security information and to accept full responsibility for any compromise of security resulting from unauthorized use of all such information. In addition to any security procedures specified in the instructions provided by Wachovia, you have the responsibility to implement any additional security measures you deem necessary or appropriate on your premises to safeguard and prohibit unauthorized access to the Service and the hardware or other technology used to access the Service. You agree that Wachovia is not responsible for incorrect or inaccurate information provided by you and Wachovia will have no liability as to results or timeliness of any transaction requiring corrections or completions. You understand and agree that Cash Vault and the services accessed through it may not be uninterrupted or error free. If Cash Vault or services available through it are interrupted, Wachovia will provide you notice and will use reasonable efforts to restore the impacted services as promptly as possible. A Cash Services (Cash Vault) Profile must be completed by your Treasury Sales Officer to implement the service. This document will define your specific Cash Services needs and processing requirements. If your Cash Services needs change after initial implementation your changes must be submitted in writing to the bank for approval. You will be required to use the following Bank approved supplies in order to use the Cash Vault service:

Deposit Tickets – MICR encoded with location number. Bank approved deposit bag (plastic, see-through, tamper

evident, external pouch to clearly display the deposit ticket) Currency straps, color-coded by denomination. Coin envelope (when including coin in a currency deposit). Rubber stamp with store/location number and account number


Wachovia requires all Cash Vault pickup and deliveries to be performed by fully-licensed approved armored carriers. Wachovia must adhere to the rules outlined in the Anti Money Laundering legislation. Therefore currency transaction reporting is required on deposits as outlined by U.S. Treasury regulations.

5. Controlling Documents/Laws/rules/Regulations. By using Cash Vault and any other Treasury Services available through Cash Vault, you agree to be bound by the terms of the Cash Vault Service Description and the Service Description(s) for any other services you use and by your Commercial Deposit Agreement with Wachovia. All such documents are incorporated herein by reference. The current version of this Service Description can be obtained from your Treasury Sales Officer upon request Updated: March, 2010.

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Wachovia Controlled Disbursement Service Description (Customer or Bank Initiated) ____________ Wachovia Controlled Disbursement Service (Customer or Bank Initiated) (the “Service”) provides to the Customer daily information of all debits posted to specified account(s) (“Controlled Disbursement Account(s)”) of the Customer in order for the Customer to deposit sufficient funds in such account(s) to cover such debits. By using the Service, the Customer agrees that the Customer shall be bound by the terms and conditions of the Bank’s Commercial Deposit Account Agreement, this Service Description and any agreement(s) which are a part of any of such Service (all of such agreements and Service Descriptions being incorporated herein by reference). For purposes hereof, “business day” shall mean any Monday through Friday that the Bank is open for business to the public. 1. The Service includes the same day notification to Customer by Bank of the following information with respect to the Controlled Disbursement Account(s): (i) the amount of all items presented for payment against the Customer’s Controlled Disbursement Account(s) on such day; (ii) the amount of all overdrafts from the preceding business day; and (iii) the amount of any necessary adjustments which may be required from time to time (the aggregate of (i), (ii) and (iii) herein referred to as the “Funding Amount”). Adjustments may arise due to differences between amounts reported initially and the actual posting of items on any given day. The Bank reserves the right to require additional collected funds from the Customer to cover such adjustments.

(a) Customer Initiated. The Customer will initiate daily wire transfers to the Bank to cover the Funding Amount. It is the Customer's responsibility to ensure that the transfer of the Funding Amount is made to the account of the Bank at the local Federal Reserve Bank, no later than 2:00 p.m. Eastern Time on each business day.

(b) Bank Initiated. The Bank will initiate daily wire transfers (“Drawdown Request”) to cover the

Funding Amount. It is the Customer's responsibility to ensure that the transfer of the Funding Amount is made to the account of the Bank at the local Federal Reserve Bank, no later than 2:00 p.m. Eastern Time on the business day of the request from the Bank. 2. The Customer will give the Bank instructions detailing the plan of the Service with regard to funding mechanism, item processing, stop payments, and the disposition of information concerning the Service which are incorporated herein by reference. Subject to the terms of this Service Description, these instructions may be changed from time to time by the Customer when accepted by the Bank. 3. The Customer agrees to have checks prepared in accordance with the requirements of the Bank as stated by the Bank in the account implementation specifications. 4. In the event that the Bank does not receive the full Funding Amount on any day, the Bank will advise the Customer of this fact. At the time, the Customer and the Bank will mutually agree upon the amount to be transferred. If the Customer and the Bank can not agree, or if the Customer does not provide the Funding Amount, the Bank may proceed as set forth in paragraph 6.


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5. On holidays when the Bank is open but the Customer’s designated bank or the servicing Federal Reserve Bank is closed, no transfers will be executed. To reduce the magnitude of any consequent overdraft, the Customer must prefund the account on the business day preceding the anticipated non-transfer, with an amount required by the Bank. This required amount will be determined by mutual agreement between the Bank and the Customer. At its option, the Customer may deposit the funds required for the prefunding directly to the Controlled Disbursement Account or may use the funds to purchase securities from the Bank to mature on the day that the Customer’s bank is closed and apply the proceeds from said securities to payment of any checks presented to the Bank for payment on that day. Any nonprefunded deficiencies will be treated as overdrafts and billed on a periodic basis in accordance with the Bank's regular fee schedule. 6. The Bank will notify the Customer as soon as practical in the event the full Funding Amount is not received by the Bank on any business day. Such deficiency will be treated as an overdraft until collected funds are received. If collected funds to cover such deficiency are not received by the Bank by 12:00 p.m. ET, the business day following the posting of the items, the Bank, in its discretion, may return all items received or extend the overdraft. The return of checks by the Bank constitutes termination of this Service, and all items subsequently presented may, at the Bank's discretion, be returned. The Customer warrants that individuals who are authorized to sign the Customer's checks are also authorized to create overdrafts on such account(s). Overdraft charges will be billed in accordance with the Bank's regular fee schedule. 7. Controlled Disbursement checks shall not be used to pay for services provided by the Bank for which the Customer receives immediate credit, such as Treasury tax and Loan Payments, purchase of Certificates of Deposit or payment for a Bank Loan. In addition, Controlled Disbursement checks shall not be used by the Customer to effect a payment to an affiliated Customer account at the Bank.



ZERO BALANCE ACCOUNTS SERVICE DESCRIPTION

1. This Service includes a zero balance system by which a Customer may establish with Wachovia

Bank, N.A. one or more commercial Demand Deposit Accounts ("Subsidiary Accounts"). Subsidiary Accounts will be linked to a master Deposit Account at the Bank (the "Master Account"). Both the Master Account and Subsidiary Accounts may be existing Customer checking accounts or accounts newly assigned to the Customer by the Bank. Subsidiary Accounts may be regular checking accounts or Controlled Disbursement Accounts and will retain all functions as such. Controlled Disbursement Accounts will remain independently subject to all terms and conditions set forth in the Controlled Disbursement Service Description. Newly assigned Subsidiary Accounts will be opened by the Bank with a zero dollar ($0) balance.

2. The Bank and the Customer will acknowledge that the Customer has given the Bank instructions

detailing the plan of operation of the Zero Balance Accounts Service which are incorporated herein by reference. These instructions may be changed from time to time by the Customer when accepted by the Bank without disturbing the validity of this Description.

3. To commence operation of this Service involving existing Customer checking accounts, the Bank

will execute individual transfers of funds into or out of each Subsidiary Account in the dollar amount necessary to establish a zero balance (or other target amount specified by the Customer). The transfer amount will be based upon the Subsidiary Account's ending ledger balance from the preceding business day.

4. Each day that checks are presented for payment drawn on any Subsidiary Account or other debits

are charged against any Subsidiary Account, sufficient funds will be transferred by the Bank from the Master Account to the Subsidiary Account(s) to cover all such debits, in excess of credits, provided sufficient funds exist in the Master Account to cover such amounts. At the end of each banking day, the Bank will transfer any positive ledger balance in each Subsidiary Account(s) into the Master Account so that the balance in each of the Subsidiary Accounts is zero (or other target amount).

5. If there are not sufficient funds in the Master Account to cover all Subsidiary Account debits, an

overdraft may occur on the Master Account and, in the event that the Bank decides to return checks, the Bank will, in its sole discretion, return checks from the Master Account and/or any Subsidiary Account. The Customer will be notified of an overdraft as soon as practicable. Unless collected funds to cover the deficiency are received by 12:00 noon Eastern time the next bank business day, the Bank, in its sole discretion, may either return all items received from the time of deficiency or extend the overdraft. The Customer warrants that individuals authorized to sign the Customer's checks are also authorized to create overdrafts on such account(s). Overdraft charges will be billed on a monthly basis in accordance with the Bank’s fee schedule.

6. The Customer warrants that the Master Account and all Subsidiary Accounts shall be owned by

one common legal entity, and that the funds in each account are free to be commingled by the Bank. The Customer indemnifies and holds harmless the Bank from and against all losses, costs, damages, and expenses (including attorneys’ fees) finally awarded and as they are incurred by the Bank, arising out of, directly or indirectly, the commingling of these account funds, and the Bank shall have no obligation whatsoever to resolve such situation.

FULL RECONCILEMENT SERVICE DESCRIPTION

1. The Customer will give Wachovia Bank, N.A. instructions detailing the plan of operation for this Service with regard to input information, output material, format, and the return of checks, which instructions are incorporated herein by reference. These instructions may be changed from time to time by the Customer when accepted by the Bank without disturbing the validity of this Description.

2. The Full Reconcilement Service includes the balancing and listing of checks in specified order and, if

requested in the instructions provided to the Bank by the Customer, check safekeeping or check imaging on CD-ROM or On-Line Inquiry.

3. Within five (5) business days after the intervals stated in the instructions provided by the Customer, the

Customer will provide the Bank with input information necessary for the Bank to perform this Service. After receipt of the Customer’s input information, the Bank will forward to the Customer its Full Reconcilement account statement and various reports and output material regarding paid and outstanding check information. At the Customer’s option and subject to the payment of all applicable fees by the Customer to the Bank, the Bank will send the foregoing statements, reports and material to the Customer electronically via the Internet. Subject to the payment of all applicable fees by the Customer to the Bank, the Bank may permit the Customer to receive such statements, reports and material via the Internet and in paper form. Additionally, at the Customer’s option and subject to the payment of all applicable fees by the Customer to the Bank, the Bank will send certain alerts, as appropriate, to the Customer via the Customer’s designated email address alerting the Customer of one or more of the following: (i) that the Bank has received the Customer’s file transmission; (ii) that the Bank has received and processed the Customer’s files and whether or not any errors occurred; and / or (iii) that the Customer’s file is ready for the Customer to retrieve. If the Customer elects to receive such statements, reports and materials and / or any of the foregoing alerts via the Internet and / or email, then the Customer shall be solely responsible for ensuring that the Customer has and maintains the capability to receive timely such statements, reports, alerts and materials electronically and the Bank shall have no liability for Customer’s failure to receive such statements, reports, alerts and materials.

4. If the Customer elects to use imaging on CD-ROM or On-Line Inquiry, the Customer understands and

agrees that the original paid checks will not be returned to the Customer, but will be retained by the Bank for no longer than forty-five (45) business days, after which time the Bank will destroy the paid checks.

5. The Customer will review all reports and data files from the Bank promptly following receipt, and will

advise the Bank of any missing or incorrect material within fourteen (14) calendar days after the report date. For purposes of correction and reproduction of data, the Bank will retain all data used to produce reports and any data files sent to the Customer for a period not to exceed forty-five (45) business days. The Bank will not be responsible for the correction or reproduction of reports and/or data files which contain a report date that exceeds such data retention period.

6. The Customer must have checks prepared in accordance with the requirements of the Bank as stated in

the Bank's account implementation specifications. Such checks must be magnetically encoded to include correct routing/transit, account and serial numbers. For testing of magnetic encoding, a batch of fifty (50) checks will be provided to the Bank from the Customer's initial order and each subsequent order. If the account involved is an existing Bank Demand Deposit Account, a batch of existing checks will be provided to the Bank. If paid checks are not tested prior to use as prescribed above, the Bank will not be responsible for correcting or resolving processing problems resulting from substandard quality magnetic encoding (which substandard encoding includes, but is not limited to, broken or light encoding, incorrect iron content of the ink and print embossing).

7. The Bank shall have the right to charge the Customer's account for any magnetic tapes or diskettes

used in conjunction with this Service and which are not returned to the Bank within a reasonable time. The Bank shall also have the right to charge the Customer’s account for any items that require manually keyed entry by Bank employees in connection with this Service when requested by the Customer. The Bank shall also have the right to charge the Customer’s account for all fees associated with the electronic and / or paper delivery of statements, reports, alerts and materials to the Customer.

POSITIVE PAY SERVICE DESCRIPTION The Positive Pay service is a service designed to help prevent fraud and the alteration of negotiable instruments. In connection with subscribing to the Positive Pay Service (“the Service”) you are required to give Wachovia Bank, N.A. written instructions detailing the plan of operation for the Service. All information you provide related to such operation including input information, output materials, formats, and check handling instructions are incorporated herein by reference. You may change your instructions from time to time by informing the Bank in writing of a requested change. Such changes become effective when accepted by the Bank and will not disturb the validity of this Description.

As the name suggests, Basic Positive Pay is the most basic Positive Pay Service. The requirements, features and limitations related to the use of Basic Positive Pay are covered in Basic Positive Pay Section below. Premiere Positive Pay is a heightened service level with optional features available only for controlled disbursement accounts. The requirements for the use of Premiere Positive Pay are covered in Premiere Positive Pay Section below. Payee Match is an optional feature which can be activated for any level of Positive Pay Service. Requirements for the use of the Payee Match feature are covered in Payee Match Section below. Teller Positive Pay is also an optional feature which can be activated for any level of the Positive Pay Service. Requirements for the use of the Teller Positive Pay feature are covered in Teller Positive Pay Section below. You may subscribe to the Teller Positive Pay feature without subscribing to the Payee Match feature. However, if you elect to use the Payee Match feature you must also subscribe to the Teller Positive Pay feature SERVICE REQUIREMENTS AND AUTHORIZATIONS FOR ALL LEVELS OF POSITIVE PAY SERVICE

For each Positive Pay account, no later than one (1) business day after the check issue date (and at least 24 hours before the check has been delivered to the payee) you will provide to the Bank via data transmission the appropriate check issue information for all checks drawn on such account as stated on the Account Reconcilement Issue Input File Format which you will receive during the implementation process.

From time to time it may be necessary for you to prepare checks manually as a result of a check printing malfunction. Within the time period specified above, you must provide to the Bank the above check issue information for all such manually prepared checks via a supplemental data transmission or via the Issue Input functionality of the information reporting system specified at time of implementation.

There are other services available to you upon your request through which the Bank can provide you with access to Account Reconcilement information on the systems which support the Bank’s Information Reporting Service. If you elect to use this technology, the Bank will provide you the service description for such service and you may then enter issue information into such reporting system for items that were not previously entered in the file you transmitted to the Bank or you may cancel an item previously entered; you may not however edit the content of the file previously sent. Additional processing windows have been created that allow you to provide issue information on items closer to the time when actual checks have been issued to your payees. These processing windows will occur during the weekend as well as multiple times per day. However for purposes of this Service Description, the bank shall have no liability to you for

Wachovia Bank, N.A. February 22, 2007 Page 2

failing to process an item which is received by the Bank less than 24 hours before the applicable processing deadline. With the exception of stop payment received from you in a timely fashion, the Bank shall have full authority to honor all checks containing information which matches corresponding issue records the Bank has on file. By 10:00 AM Eastern time each business day, the Bank will report to you via the Bank’s information reporting system any check serial numbers and dollar amounts which did not match corresponding issue records it has on file for the previous day’s posting. In the event the Bank’s information reporting system is unavailable, the Bank will report to you by an agreed alternative method any check serial numbers and dollar amounts which did not match corresponding issue records on file for the previous day’s posting. In order to use any level of the Positive Pay services you must also subscribe to one of the Bank’s information reporting systems to advise the Bank on dispositioning of exceptions identified in the Bank’s processing. By a predetermined time as shall be specified by the Bank for each business day, you will inform the Bank via the Bank’s information reporting system of your final decisions on each check reported that day including a decision whether to pay or dishonor and return the check unpaid by the Bank. You shall also instruct the Bank to place stop payments on all dishonored items by calling customer service or via the balance reporting system or via other method allowed by the bank for issuing stop payments on any such dishonored check to ensure against re-presentment. The Bank assumes no liability for a reported check which you instruct the Bank to dishonor if such check has already been cashed by the Bank at any branch or if you fail to issue a stop payment order on any dishonored item.

On each business day, the Bank will act in accordance with your stated default instructions for handling any reported checks (i) which did not match issue records on file and (ii) for which you failed to inform the Bank by 2:00 PM Eastern time of your decision to pay or dishonor and return such reported checks. Your default decision must be established on the Bank’s balance reporting system either to pay all such reported checks or to dishonor and return all such reported checks and is established at the time you subscribe to the Positive Pay Service for the Account, via the Positive Pay Preferences Document provided to you at implementation. If you have elected a default instruction to pay all such reported checks, the Bank shall be so authorized and shall be entitled to charge your Positive Pay accounts for all payments made in accordance with that default instruction. All Positive Pay accounts shall require that your documented default instruction be provided by you to the Bank. Any exception items that are not handled by you the day identified to you will be handled by the Bank pursuant to your previously communicated default instruction, which shall be to either pay or return the item. At the end of the designated accounting period (monthly for all Positive Pay accounts), the Bank will provide to you reports to balance and list checks in a specified order. The Bank will also forward your account statement, and other output material regarding paid and outstanding check information if requested. For all services other than the Basic Positive Pay Service the Bank will also provide upon request various reconciliation reports. In addition, other services may be provided to you at your request and for a fee from other areas of the Bank pursuant to separate Service Descriptions, such as check safekeeping and/or check imaging on CD-ROM or On-Line Inquiry. If you do elect to use other services such as check imaging on CD-ROM or On-Line Inquiry, you understand and agree that the original paid checks will not be returned to you. These items will be retained by the Bank for no longer than forty-five (45) business days, after which time the Bank will destroy the paid checks.


You must review all reports and data files received from the Bank promptly, and must advise the Bank of any missing or incorrect material within fourteen (14) calendar days after the report date. For purposes of correction and reproduction of data, the Bank will retain all data used to produce reports and any data files sent to you for a period not to exceed forty-five (45) business days. The Bank will not be responsible for the correction of reports and/or data files, which contain a report date that exceeds such data retention period. You must have checks prepared in accordance with the requirements of the Bank as stated in the Bank’s account implementation specifications. Such checks must be magnetically encoded to include correct routing/transit, account and serial numbers. For testing of magnetic encoding, a batch of fifty (50) checks will be provided to the Bank from your initial order and each subsequent order. If the account involved is an existing Bank Demand Deposit Account, a batch of existing checks will be provided to the Bank. If paid checks are not tested prior to use as prescribed above, and regardless of whether such checks are tested, the Bank will not be responsible for correcting or resolving processing problems resulting from substandard quality magnetic encoding or for errors in MICR line data or have any liability to you for problems resulting from any of the above types of errors. Substandard encoding includes, but is not limited to, broken or light encoding, incorrect iron content of the ink and print embossing. The Bank shall have the right to charge your account for any magnetic tapes or diskettes used in conjunction with this Service which are not returned to the Bank within a reasonable time. The Bank shall also have the right to charge your account for any items that require manually keyed entry by Bank employees in connection with this Service. Checks presented up to six months from the date of issue shall be processed as a current item. For your protection, checks presented to a teller which are more than six months old shall not be honored and shall be declined for payment regardless of any stated preference indicated by you to pay such items. You shall indemnify and hold the Bank harmless for taking such action. Checks presented through the Bank’s processing centers which are more than six months old shall be honored and paid in conformity with your stated preference. Subject to the payment of all applicable fees by you to the Bank, the Bank may permit you to receive statements, reports and material related to this Service via the Internet and in paper form. Additionally, at your option and subject to the payment of all applicable fees by you to the Bank, the Bank will send certain alerts, as appropriate, to you via your designated email address alerting you of one or more of the following: (i) that the Bank has received your file transmission; (ii) that the Bank has received and processed the your files and whether or not any errors occurred; and / or (iii) that your file is ready for you to retrieve. If you elect to receive such statements, reports and materials and / or any of the foregoing alerts via the Internet and / or email, you shall be solely responsible for ensuring that you have and maintain the capability to receive timely such statements, reports, alerts and materials electronically and the Bank shall have no liability for your failure to receive such statements, reports, alerts and materials. The Bank shall have the right to charge your account for all fees associated with the electronic and / or paper delivery of statements, reports, alerts and materials to you.

PAYEE MATCH If you subscribe to the Payee Match feature, in addition to the SERVICE REQUIREMENTS AND AUTHORIZATIONS FOR ALL LEVELS OF POSITIVE PAY SERVICE above the following provisions apply to you.


If you have selected the Payee Match option, you must provide the payee name information within the pre-specified location on your issue files. This information will be used to compare the payee name on any presented checks in order to determine if there is a payee match or if the item should be identified as an exception and provided to you for a payment decision. Any Positive Pay customer who wishes to use payee match functionality must also subscribe to the Teller Positive pay functionality of the applicable Positive Pay Service. Thirteen (13) digit account numbers will be required on all checks and transmission files when using Payee Match. All other account numbers will be rejected when utilizing the Payee Match feature. Capital letters shall be used in the payee name field. In addition to the check serial number and dollar amount match, a payee name match will also occur by comparing the first 50 spaces / characters of the payee name existing on the payee line against the information previously provided by you. If this information does not match, these items will also be included on the Bank’s information reporting system as an exception requiring your payment decision. If an item is presented to a teller with more than 50 characters the teller will refuse to pay such item and for your protection will refer the holder to the drawer of the instrument. You agree to indemnify and hold the bank harmless for taking this action The Payee Match service is constantly analyzed to manage the volume of low dollar exceptions to be manually reviewed by our fraud detection staff. The recognition software, which inspects every item, has a number of controls around various tolerances that allow us to make sensitivity adjustments. The volume of false positives, due to customer deviation from the check printing and stock requirements, is also closely monitored. These factors, taken into consideration with potential risk for actual fraud on low dollar checks, are used to set dollar thresholds from time to time. If true payee alteration occurs on an item that has not been manually reviewed as a result of our threshold at that time, and the alteration was not the result of any action by you or any of your employees or agents, the bank will credit your account for the amount of the item. The Payee match service scans for the presence of the words “to the attention of” and “to the care of” or similar phrases in the payee line and will ignore any name or word occurring after such string and therefore will not recognize such later encountered name as a payee name. Therefore the Bank shall incur no responsibility for and you shall indemnify and hold harmless the Bank with respect to the rejection or failed negotiation of such items. If the Payee Match feature of this Service is requested by you, for checks presented to the Bank for cashing, a default "check cashing flag" will be delivered to all teller locations to "Pay None" if there is no matching check issue information on the Bank's records for such check including a failure to find a matching payee name. This "flag" can be changed by you in one of two ways by executing the appropriate form of attached Security Override and Indemnification Agreements attached hereto. You may elect to override the “pay none” default and either a.) pay all items regardless of whether any of the item information received from you matches any of the corresponding information on the check by submitting Exhibit A or b.) pay only those checks where the check number and amount match even though the payee on the check may not match the issue file by submitting Exhibit B. Your authorized signatory must deliver to the Bank an executed indemnification letter acceptable to the Bank on your letterhead in the form of the letter attached hereto as either Exhibit A or Exhibit B which corresponds to your form of election. To later revoke such authorization and indemnification and revert to a "Pay None" condition, such reversal instruction must be contained in a writing acceptable to the Bank on your letterhead in the form of a letter attached hereto as Exhibit C, executed by your authorized signatory and delivered to the Bank. Please refer to the Positive Pay Recommendations Document provided with this Service Description that lists specific requirements related to the printing of your checks as it relates to


check font styles, font size, shading, location of the payee name and any trailing characters that may be needed. If such requirements are not adopted by you, an increase in the number of Positive Pay exceptions, or false positives, is likely to occur. This increase will create an added number of items being processed within the Bank’s ARP processing sites as well as a likelihood that you will see an increase in the number of Positive Pay exception items that you will need to review for payment. While the bank assumes no liability to you for such errors and you agree to indemnify and hold the bank harmless with regard to such errors, if an excessive number of check rejects occur as a result of failing to adhere to such requirements the Bank also reserves the right to no longer make available to you the Payee Match feature of the Positive Pay Service. TELLER POSITIVE PAY If you subscribe to the Teller Positive Pay feature, in addition to the SERVICE REQUIREMENTS AND AUTHORIZATIONS FOR ALL LEVELS OF POSITIVE PAY SERVICE above the following provisions apply to you. If the Teller Positive Pay feature of this Service is requested by you, for checks presented to the Bank for cashing, a default "check cashing flag" will be delivered to all teller locations to "Pay None" if there is no matching check issue information on the Bank's records for such check. This "flag" can be changed by you by executing the appropriate form of attached Security Override and Indemnification Agreement attached hereto. You may elect to override the “pay none” default and pay all items regardless of whether any of the item information received from you matches any of the corresponding information on the check. Or, if you have subscribed to the Payee Match feature, you may elect to pay only those checks where the check number and amount match even though the payee on the check may not match the issue file. Your authorized signatory must deliver to the Bank an executed Security Override and Indemnification Agreement acceptable to the Bank on your letterhead in the form of the letter attached hereto as either Exhibit A or Exhibit B which corresponds to your form of election and the Payee Match features you have subscribed to. To later revoke such authorization and indemnification and revert to a "Pay None" condition, such reversal instruction must be contained in a writing acceptable to the Bank on your letterhead in the form of a letter attached hereto as Exhibit C, executed by your authorized signatory and delivered to the Bank. If you elect to pay any such items via either of the above Security Override procedures, as soon as possible, you shall provide the Bank with a data transmission containing the appropriate check issue information for such reported checks. Such checks will be recorded as Paid No Issues (PNI’s) unless and until receipt of matching issue information from you. PREMIERE POSITIVE PAY If you subscribe to the Premiere Positive Pay feature for your controlled disbursement accounts, in addition to the SERVICE REQUIREMENTS AND AUTHORIZATIONS FOR ALL LEVELS OF POSITIVE PAY SERVICE above the following provisions apply to you. You will receive controlled disbursement reporting for each such account, and your Positive Pay exceptions will be removed from your daily funding requirements until otherwise decided by you. Under Premiere Positive Pay Service those items not otherwise reviewed and ruled upon by you will have their default decision invoked, and those exception items which you have decided to pay will be added to the next day’s funding notification. If you have elected to use the payee match feature, any payee match positive pay exception item will be posted to the premiere


positive pay account unless it is an exception item for any reason other than “payee mismatch.” A Credit will be applied to your account if you choose to have a “payee mismatched” item returned to the depositing bank.

BASIC POSITIVE PAY If you subscribe to the Basic Positive Pay Service, in addition to the SERVICE REQUIREMENTS AND AUTHORIZATIONS FOR ALL LEVELS OF POSITIVE PAY SERVICE above the following provisions apply to you. You will not receive account reconciliation reports. At the end of the designated accounting period (monthly for all Positive Pay accounts) the Bank will forward to you your Bank account statement and, if requested, other output media containing paid check information (via data transmission). The Bank will not balance your paid and outstanding items. If you elect to use check imaging, you understand and agree that the original paid checks will not be returned to you, but will be retained by the Bank for no longer than forty-five (45) business days, after which time the Bank will destroy the paid checks. You will review all reports and data files from the Bank promptly following receipt and will advise the Bank of any missing or incorrect material within fourteen (14) calendar days after the report date. For purposes of correction and reproduction of data, the Bank will retain all data used to produce reports and any data files sent to you for a period not to exceed forty-five (45) business days. The Bank will not be responsible for the correction of reports and/or data files which contain a report date that exceeds that data retention period. The Bank cannot reproduce Full Reconcilement statements once the account has been set up on the Basic Positive Pay Service.

Data Transmission Service Service Description

1. The Service.

The Service includes the sending or receiving of transaction information via the use of telephone hardware and via internet transmissions from/to the Bank's computers to/from your computers, and receiving paid check images via internet transmissions from our computers to yours. You will provide data to us and/or we will provide data and/or paid check images to you in an agreed upon format and transmission speed for a specific application. We will use mutually agreed upon protocols and meet Bank-specified transmission standards, and will agree to time periods for transmission. All of these standards and agreements will be memorialized in the implementation guidelines for this service and these guidelines will be and are incorporated herein by reference.

THE SECTION APPLIES ONLY TO PAID CHECK IMAGE TRANSMISSION: Paid Check Image transmission includes digital image capture of paid checks for the period specified by you. The captured check images are compared to a paid item posting file to ensure that all checks posted are captured. When paid check information is available but the actual image of the check is not available, we will provide copies of checks as back up at your request when available. For purposes of correction and reproduction, we will only retain original paid checks and Check Image Data used in transmissions sent for 10 days; accordingly, you should make provisions to back up all Check Image Data promptly. After the expiration of such retention period, we will destroy the original paid checks. You must review all bank account statements and transmissions from us immediately following receipt or availability, and will advise us of any missing or incorrect material, errors or discrepancies within the time limits set forth in the then current version of your Deposit Agreement.


Service level goals for Data Transmission Services are incorporated within the service level metrics for the Treasury Services products and services that utilize Data Transmission Services. The goals for services that utilize Data Transmission may be obtained from your Treasury Sales Officer.

3. The Fees.



The use of this Service may require the purchase, installation and maintenance of certain hardware, software, communication setup and other related devices and equipment at your location. You are responsible for the acquisition, installation and maintenance of all such hardware, software, communication setup, other related devices, required to properly utilize Data Transmission Service and the cost and compatibility thereof. You agree to safeguard access to user IDs, passwords, tokens, digital certificates and other security information and to accept full responsibility for any compromise of security resulting from unauthorized use of all such information. In addition to any security procedures specified in the instructions provided by Wachovia, you have the responsibility to implement any additional security measures you deem necessary or appropriate on your premises to safeguard and prohibit unauthorized access to the Service and the hardware or other technology used to access the Service. You agree that Wachovia is not responsible for incorrect or inaccurate information provided by you and Wachovia will have no liability as to results or timeliness of any transaction requiring corrections or completions. You understand and agree that Data Transmission Service and the services accessed through it may not be uninterrupted or error free. If Data Transmission Service or services available through it are interrupted, Wachovia will provide you notice and will use reasonable efforts to restore the impacted services as promptly as possible.

The Bank will provide written instructions describing the proper use of the Service and the security protocols to be maintained. Such instructions may be amended from time to time by the Bank, in its sole discretion, and you agree to immediately comply with amended instructions upon receipt. You also agree that continued acceptance of the Services under such revised instructions constitutes your agreement to be bound by such protocols. You understand that the proper use of the Service and the information, images or transactions made available in connection with the use of it are dependent upon

exact and full compliance with the operating instructions provided by us. We will have no liability if you fail to comply completely with the instructions as amended from time to time.

You acknowledge that your data and/or image communications equipment and computers must interface with our equipment and software. We will exercise reasonable care in providing the Service to you. Our sole liability will be limited to the correction of any error or omission made by us which is not the result of incorrect or inaccurate information provided by you. IN THE EVENT THE BANK'S COMPUTERS FAIL, YOUR SOLE REMEDY WILL BE RETRANSMISSION OF DATA WHEN THE BANK'S COMPUTERS ARE AGAIN OPERATIONAL OR TO COURIER DELIVERY OF ALTERNATIVE MEDIA ACCEPTABLE TO THE BANK TO THE BANK.

You will have sole responsibility for the accuracy of data transmitted to us. We will provide checking protocols to establish data integrity. We are not responsible for data and/or image transmission errors or the inability to transmit/receive data and/or paid check images due to factors beyond our control such as failure of your equipment to operate properly or failure of common carrier facilities.

5. Controlling Documents/Laws/rules/Regulations.

By using Data Transmission Service and any other Treasury Services available through Data Transmission Service, you agree to be bound by the terms of the Data Transmission Service Service Description and the Service Description(s) for any other services you use and by your Commercial Deposit Agreement with Wachovia. All such documents are incorporated herein by reference. The current version of your deposit agreement can be obtained from your Treasury Sales Officer. The current version of this Service Description can be obtained from your Treasury Sales Officer. Funds Transfer services received via this Service are governed by and subject to applicable provisions of your Deposit Agreement and by Wachovia’s operating rules and security procedures in effect at the time of the transaction. ACH services received via this Service are governed by and subject to applicable provisions of your Deposit Agreement and by NACHA rules in effect at the time of the transaction.

Updated: July, 2008.

Wachovia Bank is a division of Wells Fargo Bank, N.A. 1

Remote Image Cash Letter Service Description

1. The Service.

Wachovia’s Remote Image Cash Letter (RICL) service, a product made possible by Check 21 legislation, offers you the option of transmitting images of U.S. bank dollar-denominated checks drawn on U.S. banks to Wachovia for deposit and clearing. You use your own image technology to remotely scan/capture your items for deposit and to prepare a balanced transmission in a modified x9.37-2003 format (industry standard). Images can be sent to Wachovia around the clock in multiple transmissions and from multiple locations. Wachovia clears the images, but you are responsible for safekeeping and eventual destruction of the original physical checks following successful transmission to Wachovia. How long you safekeep the items is a decision you should make in consultation with your legal advisors. Deposit items eligible for this service include the following U.S. dollar-denominated items if drawn on and payable at U.S. banks:

• Checks

• Traveler’s checks

• Money orders

• U.S. Treasury checks

Since Wachovia’s Remote Image Cash Letter service allows you to eliminate daily deposit-making trips to your local banks, it can enhance the process you use to make your deposits. Use of RICL may enable you to improve your deposit-making process by:

• providing the convenience of transmitting your check image file via a secure Internet connection with access 24/7, excepting a few brief periods over weekends when our systems are taken down for maintenance. The time required to transmit a deposit varies depending upon the size of the image file and the kind of Internet connection. Generally, 50,000 or more check images per hour can be transmitted, though your transmission should include no more than 20,000 check images.

• making encoding checks unnecessary since Wachovia will work from the image of the check


• eliminating deposit delays associated with paper items, such as those due to weather, transportation slowdowns and personnel availability, thereby reducing the likelihood of missing your deposit deadlines

• extending your deposit deadline to 9p.m. ET

• providing advanced image quality assurance and MICR error detection tools that allow Wachovia to review and repair items, if needed, and to expedite their entry into the clearing process

• allowing you to designate which transactions you want cleared via an ACH debit for accelerated processing (using ARC or BOC transaction types)

By creating and transmitting images of your checks for deposit, you eliminate the need to deliver these checks to the local depository bank. This feature should enable you to eliminate the cost associated with trips to the bank, either by reducing/eliminating courier expenses or reducing the time employees are away from work while at the bank. Additionally, you may reduce the possibility of fraud or lost checks by transmitting the check images rather than having a courier or employee deliver checks to the bank for deposit. By removing the geographic restrictions historically associated with depository accounts, Wachovia’s Remote Image Cash Letter service allows you to deposit all check images into your Wachovia account or accounts. Wachovia’s Remote Image Cash Letter service allows you to extend controls over your deposit process in the following ways:

• e-mail or electronic file verification within 30 minutes of receiving your transmission (provides item count, dollar amount and date)

• transmission speeds exceeding 50,000 items per hour, greatly reducing the risk of system interruption and the need to resend

• extended deadlines, longer processing windows and the ability to transmit when you are ready

• the ability to identify deposits as image cash letters, allowing you to differentiate RICL and other deposit transactions

• fast, efficient product testing and implementation, reducing the risk of processing problems

• validation of the images within your file ,resulting in fewer rejected items and fewer images we must return to you

Detection by our system of duplicate file names (up to previous two weeks) upon receipt of your image file


Ledger credit to your Wachovia account will be posted based on pre-defined processing deadlines. Availability for all deposited items received through RICL services will be determined by funds availability schedules, assigned by deadline, to your commercial deposit account. If you require the availability defined by Regulation CC, for Official/Cashier’s/Certified/Teller’s Checks, they should not be deposited via this service but should be deposited in accordance with your Deposit Agreement. ELIGIBLE ITEMS Cash items in US dollar amounts drawn on financial institutions within the United States are eligible for deposit. INELIGIBLE ITEMS The items listed below are NOT eligible to be deposited through RICL Services (Ineligible Items). You agree and warrant that you will not include any such Ineligible Items in an RICL. The originals of all Ineligible Items must be processed by you via standard paper cash letter or other deposit methods and must adhere to Wachovia standards for depositing checks.

• Ineligible Items: o Foreign Items. (i.e. check drawn on a Non-U.S.

Bank or payable in any currency other than U.S. Dollars.)

o Fraudulent, Altered, or Duplicate Items. o Original Items that would not meet the definition

of a “check” or an “item” under the Uniform Commercial Code and Regulation CC.

o Items where the bank on which the item is drawn has previously declined to pay the item in any format (check, substitute check, electronic item, remotely created check, or ACH entry derived from the item and any photo in lieu of the item) two or more times.

If you transmit an Ineligible Item in violation of this requirement, we assume no responsibility for such item. While Wachovia does use standard banking practices when processing items and may reject ineligible items, we are not obligated to do so. If the item is accepted for deposit, you agree to hold us harmless with regard to our processing of such item and shall indemnify us for any and all losses and expenses, including reasonable attorney fees, Wachovia suffers as a result of processing such item or items. Please note that if you transmit Ineligible Items, at our election we may terminate his service.


BAD IMAGE QUALITY Bad Image Quality means the image or MICR quality does not meet Wachovia’s or Industry image quality standards. You will be notified of any items we discover on your transmission that cannot be processed by Wachovia due to Bad Image Quality. You, however, remain responsible for any Bad Image Quality items that are processed. RETURN ITEM PROCESSING GUIDELINES Because you will not be depositing original items through this Service, any deposited item returned unpaid from the drawee bank will be returned in the form of a substitute check or image. Such returned substitute check or image may be re-deposited, subject to applicable return regulations. Do not deposit or redeposit the original item.

2. How it works 1. You receive payments from your customers and trade creditors. 2. You image the checks as part of your normal process. 3. You create a balanced deposit transmission using a pre-approved

format for deposit. 4. You transmit the image file to Wachovia at any convenient time

using high-speed Internet or direct connection (multiple transmissions encouraged to avoid delays due to last-minute system or Internet problems).

5. Wachovia receives the transmitted file and validates the transmission format, image quality and completeness of data. File name is also checked and compared to previous two weeks of file names to reduce risk of duplicate file transmissions.

6. Wachovia provides you acknowledgment via e-mail. 7. Wachovia processes your deposit. 8. We clear images by the means we deem most efficient at the time

at the time of deposit. 9. Images are exchanged with an expanding number of partner banks

or the Federal Reserve. 10. Substitute checks, when needed, are printed in geographic areas of

the United States that, in our judgment, are most efficient for clearing.

11. Wachovia posts the deposit to your account and places images on our archive. Our Deposit Item Image or Wachovia Connection® products provide access to those images if desired.

12. Wachovia debits your account for the amount of any adjustments and e-mails adjustment detail to you the following business day.



Wachovia has established service level goals for Remote Image Cash Letter. These goals may be obtained from your Treasury Sales Officer.

4. The Fees.



The use of this Service may require the purchase, installation and maintenance of certain hardware, software, communication setup and other related devices and equipment at your location. You are responsible for the acquisition, installation and maintenance of all such hardware, software, communication setup, other related devices, required to properly utilize Remote Image Cash Letter and the cost and compatibility thereof. You agree to safeguard access to user IDs, passwords, tokens, digital certificates and other security information and to accept full responsibility for any compromise of security resulting from unauthorized use of all such information. In addition to any security procedures specified in the instructions provided by Wachovia, you have the responsibility to implement any additional security measures you deem necessary or appropriate on your premises to safeguard and prohibit unauthorized access to the Service and the hardware or other technology used to access the Service. You agree that Wachovia is not responsible for incorrect or inaccurate information provided by you and Wachovia will have no liability as to results or timeliness of any transaction requiring corrections or completions. You understand and agree that Remote Image Cash Letter and the services accessed through it may not be uninterrupted or error free. If Remote Image Cash Letter or services available through it are interrupted, Wachovia will provide you notice and will use reasonable efforts to restore the impacted services as promptly as possible.


You shall prepare and transmit all electronic transmissions in accordance with the specifications, requirements and quality standards set forth in the Remote Image Cash Letter File Specification Document, Data Transmission Service Protocol Options and any other documentation (written or electronic) Wachovia provides to you regarding the use of this Service, which may be amended from time to time and are incorporated herein by reference. Wachovia reserves the right to reject any electronic file transmission that does not conform to Wachovia’s transmission format and image standards. You are responsible for providing and maintaining the Authorized Contact List. Wachovia may rely upon information and instructions from any persons identifying him or herself by a name which is included on the list. You are responsible for confirming that each image accurately correlates with the related records on RICL. You are responsible for complying with all processing procedures set forth herein and in the File Specification Document. Ensure that the image meets Wachovia specifications and standards for image quality and format. We recommend that you obtain and utilize IQA tools within your own system. Use of IQA will assure the best images possible. Overriding and accepting images that fail IQA will increase the likelihood of returned items and potential losses to you. A visual inspection of images should also be performed. You assume responsibility for the safekeeping of all data, images, and original items in your possession. You are responsible for excluding all Ineligible Items. You are responsible for properly endorsing all checks prior to submitting them to Wachovia in a RICL, and for ensuring the legibility of your, and all previously applied, endorsements on the back of the image. The endorsement should be clearly placed on the back of each item, within the area designated by Regulation CC and ASC X9.100-111 for depositor endorsements. The X9 specification provides for a payee endorse area on a personal sized check that is approximately 1.5 inches tall by 2.1 inches wide. This area must also include provisions for minimum margin printing tolerances for the top and right edge of the back of a check. Wachovia recommends the following endorsement format be printed in black using a minimum 10 point Arial or Helvetica font:

PAY TO THE ORDER OF WACHOVIA BANK All Prior Endorsements Guaranteed CUSTOMER NAME (Max 20) ACCOUNT: 1234567890123 Optional Information


You are responsible for reimbursing Wachovia for the amount of any and all returned items (including rejected images or Image Replacement Documents), as well as any claims for adjustments received related to RICL deposits provisionally credited to your account. Such amounts will be charged back to your account, even if they create an overdraft, and are immediately due and payable by you to Wachovia. You must transmit check images in an RICL deposit transmission up to the limits set forth in the File Specification Document. The total deposit amount must equal the total amount of all the individual items. You must authorize the release of the file for transmission to Wachovia. All credit to your account for each deposit is provisional. SAFEKEEPING AND DESTRUCTION GUIDELINES

1. The original item associated with each image transmitted to Wachovia through an RICL transmission should be retained by you in a secure fashion for a period of time determined by your legal counsel based on a review of your business needs. Issues which should be part of such determination could include:

• Whether the item is necessary to the current conduct of your business; • Whether the item is required to be kept by statute or government regulation or clearing house rules, image exchange agreements, or operating circulars; or • Whether the item is relevant to pending or foreseeable investigations, disputes or litigation. • Whether your retention facilities and security procedures can adequately safeguard the items.

2. Once you have determined that the item has been successfully transmitted, accepted and processed, if you decide to retain the item for any longer period of time, you may want to consider rendering the item incapable of being successfully negotiated or presented for payment by conspicuously marking the front and back of the item “do not deposit –do not cash”. You may also want to consider perforating the routing and account number of each item so that the item cannot be successfully processed by automated means.


3. All items at all times should be filed and secured to allow access only by the appropriate parties. Inactive records should be stored at a secure facility and catalogued with retention date to permit orderly retrieval. Stored records should undergo a periodic review to determine an appropriate destruction schedule. Checks, upon destruction, must be destroyed using a mechanism that ensures complete and absolute destruction of the original item.

4. If you are not the original creator of the image, you are responsible for ensuring that the entity in possession of the original item safeguards the original items and destroys it in accordance with industry standards, as well as safeguards related to images or data. You are responsible for all warranties, indemnities and other responsibilities set forth herein.

The Remote Image Cash Letter service is made possible by advances in technology and by the enactment of Check 21 and other laws. Under these laws and under agreements with other financial institutions, among other matters, Wachovia makes representations and warranties to such institutions that the images and substitute items it places into the clearing process are faithful recreations of the original paper item. Wachovia also provides assurances to such institutions that duplicate images of the same item will not be presented for payment and that the original physical item, from which the image was created, will not be presented for payment. As stated above in this Service Description, you assume responsibility to safekeep and/or destroy each original paper negotiable instrument that is used to create the images and MICR information input into the Remote Image Cash Letter system. You also hereby agree not to submit more than one image of the same item to Wachovia or any other bank or entity.

In the absence of gross negligence or willful misconduct on the part of Wachovia or any Wachovia vendor who provides systems or services in support of the Remote Image Cash Letter service, you agree to indemnify and hold Wachovia harmless for (and agree to immediately reimburse Wachovia for) all damages of any nature (including the cost of reasonable legal fees incurred by Wachovia) sought by any entity or person against Wachovia under applicable law, regulations, clearinghouse rules, operating circulars or image exchange agreements to which Wachovia is bound, or asserted under any legal theory or as a result of breaches asserted against Wachovia in connection with Wachovia’s provision of this service. This includes damages from the presentment or negotiation of the original item by any person or resulting from the submission of duplicate images by any person or resulting from claims that the image or substitute item created from an


image is bad or is not an accurate and unaltered recreation of the item as originally drawn by the maker/drawer or that the receiver suffered a loss because it received a substitute check or an image, instead of the original.


By using Remote Image Cash Letter and any other Treasury Services available through Remote Image Cash Letter, you agree to be bound by the terms of the Remote Image Cash Letter Service Description and the Service Description(s) for any other services you use and by your Commercial Deposit Agreement with Wachovia. All such documents are incorporated herein by reference. The current version of your deposit agreement can be obtained from your Treasury Sales Officer. The current version of this Service Description can be obtained from your Treasury Sales Officer.

You agree that each image deposited with Wachovia via the RICL Service shall be considered a “check” and/or “item” (as applicable) for all purposes under this Service Description, the Deposit Agreement, the applicable Uniform Commercial Code, the Expedited Funds Availability Act, Regulation CC, any other federal or state check law, and federal and clearinghouse rules, to the same extent that the original is a “Check” or an “item”, as applicable.

Updated: November, 2009.

Effective March 20, 2010, Wachovia Bank, N.A., Member FDIC will become Wachovia Bank, a division of Wells Fargo Bank, N.A., Member FDIC.

Remote Deposit Capture Service Description

1. The Service. Wachovia’s Remote Deposit Capture (RDC) service offers you the option of imaging checks at one or more of your locations and then transmitting those images electronically to Wachovia for deposit into your account(s). We supply the necessary software, via the Internet or Compact Disk distribution, to scan, capture and transmit images from your depositing locations. If you choose, we may also convert certain checks into ACH transactions, subject to applicable rules and regulations. Remote Deposit Capture Services are comprised of two options – Remote Deposit Capture (RDC), a PC-based version of our remote deposit software and Remote Deposit Capture Online (RDCO), a hosted version of our remote deposit software. Our Remote Deposit Capture service is designed for customers receiving checks in one or a number of office or store sites. Each of these locations can create and transmit a check deposit to Wachovia for posting to one or multiple accounts without the need for using a local bank. This allows you to automatically concentrate funds, thereby enabling you to consolidate banking relationships while enjoying the convenience of electronic banking without local personnel having to leave the office. To be eligible for Remote Deposit Capture, checks must be:

•••• denominated in U.S. dollars

•••• drawn on a U.S. bank

•••• personal, business, Treasury or cashier’s checks, or a money order

The software that supports Wachovia’s Remote Deposit Capture service automates many of the deposit preparation tasks previously performed manually. These functions include:

•••• Automatic creation of deposit tickets. When a deposit is created with the RDC software, you select the deposit account from a drop-down list, and a virtual deposit ticket is automatically created using the selected account number.

•••• Automated reading of most checks’ dollar amounts through advanced CAR/LAR (character amount recognition/legal amount recognition) technology for automated balancing. This greatly reduces keying dollar amounts.


•••• Access to view and print deposit history. This is useful for audit purposes or subsequent research.

•••• Deposit data can be downloaded to your accounts receivable system. This eliminates re-entry of check and deposit information. Fields currently available for download include but are not limited to:

− check/deposit amount

− date/time of deposit

− check serial number

− account number

− bank routing transit number

− dollar amount

•••• Additional customer-defined fields for data entry of accounts receivable posting information

•••• Check images are retained within the RDC application for up to 30 days. This provides quick short-term access to check information for research and customer service. Deposited images are available

on Wachovia Connection for seven years.

In addition to automating the above tasks, which are typically performed manually, Wachovia’s Remote Deposit service offers the following capabilities unique to image processing.

•••• Software analyzes the check image quality and notifies the user of suspect images so you can either accept or re-scan the check.

•••• Software automatically confirms that the routing transit number within the MICR line is in a format consistent with the U.S. clearing system. This verification helps prevent foreign checks from being processed.

•••• Through use of CAR/LAR (courtesy amount recognition/legal amount recognition), the check image is automatically read significantly reducing manual keying.

•••• Patented technology re-orients checks scanned upside down or backward so that the image on the transmitted file is oriented correctly. This feature eliminates the need for your local staff to pull the upside down check and re-scan.

•••• The software controls the scanner for automated scanning of the checks.

•••• Remote Deposit Capture integrates easily into our Deposit Reconciliation service.

•••• Our RDC service provides duplicate check and duplicate file detection capabilities.


Use of RDC may enable you to improve your deposit-making process by:

•••• Providing the convenience of transmitting your check image file via a secure Internet connection with access 24 x 7, excepting a few brief periods over weekends when our systems are taken down for maintenance. The time required to transmit a deposit varies depending upon the size of the image file and the kind of Internet connection being used.

•••• Extending your deposit deadline to 8 p.m. ET. The deposit deadline for accounts opened in Mountain and Pacific time zones is 8 p.m. PT.

•••• Adding up to five additional data fields to a deposit or check with our multiple custom data options. You can also customize the labels for each field to suit your business needs. The custom data fields can be pre-populated, enabling you to select from a list as opposed to entering all the data.

Multiple deposit reports are available and can be viewed on your PC and/or printed. The Deposit Summary Report lists each deposit transmitted for the day, displaying the dollar value of each deposit, total item count, dollar value of credits and offsetting debits for the day. The Detailed Report contains the MICR line data and amount of each item scanned within a deposit. The Deposit Detail Image Report displays the front and back images of each check, as well as associated MICR line, deposit and account data including customer name, deposit date, deposit account, deposit total, number of items in deposit, deposit status, capture sequence number, check amount and serial number. In addition to viewing the report online, users may export the report data to a CSV or Excel file or export an image of the report to PDF or TIFF format. An e-mail acknowledgment of the receipt of transmitted deposits is sent to you upon our receipt of your image file. This acknowledgment includes:

•••• time and date that Wachovia received the transmitted deposit

•••• sending location name and address

•••• the last four digits of the deposit account number

•••• the dollar amount of the deposit received

•••• the total number of the items contained in the deposit


How it works 1. Software for Remote Deposit Capture Online is downloaded from a

Wachovia Web site, which allows for automatic updates remotely via the Internet.

2. Initial software for Remote Deposit Capture 2.0 is installed by you from a Compact Disk (CD) provided by Wachovia. Scanner drivers and subsequent software updates are downloaded from a Wachovia Web site, which allows for automatic updates remotely via the Internet.

3. You select a deposit account to which the funds are to be deposited and then enter a previously calculated deposit total to serve as a balancing total.

4. The software generates a virtual deposit ticket (a batching option is available for multiple batches).

5. Checks are scanned and captured under software control.

6. During the correction process your authorized personnel enter the dollar amount for any checks that the automated recognition software was not able to “read.”

7. After all checks have been scanned and unread dollar amounts corrected, if the deposit is not in balance, the user is advanced to a balancing step where the user is presented with a listing of all checks within the deposit. The user has full use of front and back images of the virtual deposit ticket and individual checks to determine which items to adjust to bring the deposit in balance.

8. Once the deposit is in balance, your authorized user is asked if they wish to complete the deposit. Completed deposits are transmitted to Wachovia.

9. Wachovia sends you an e-mail acknowledgment, usually within 30 minutes after receipt of the deposit.

10. You will be notified of any items received on your transmission that cannot be processed by Wachovia due to image or MICR quality concerns.


Wachovia has established service level goals for Remote Deposit Capture. These goals may be obtained from your Treasury Sales Officer.

3. The Fees.




The use of this Service may require the purchase, installation and maintenance of certain hardware, software, communication setup and other related devices and equipment at your location. You are responsible for the acquisition, installation and maintenance of all such hardware, software, communication setup, other related devices, required to properly utilize Remote Deposit Capture and the cost and compatibility thereof. To Utilize RDC, you must have:

• A Wachovia commercial depository account;

• RDC or RDCO software provided by Wachovia and a high-speed internet connection.

• Appropriate scanning equipment that is certified for use with Wachovia’s RDC or RDCO software. Equipment purchased directly by you must adhere to standards and requirements established by Wachovia.

Minimum PC Hardware Requirements for Wachovia’s Remote Deposit Capture Service

• Pentium 4 2.8 GHz Processor

• 512 MB RAM or more

• 40GB Hard Drive

• 10/100 Network Card

• Internet Access

• USB 2.0 Ports Minimum PC Software Requirements for Wachovia’s Remote Deposit Capture Service

• Windows 2000, Service Pack 4 OR Windows XP, Service Pack 1, 2 or 3 OR Windows Vista 32-bit

Wachovia has currently certified the following scanners for use with RDC:

• The Digital Check TS 230-65.

• The Digital Check TS 230-100.

• The Digital Check TS 215.

• The Digital Check CheXpress CX30

• The Canon CR 180.

• The Panini and Unisys My Vision X scanners.

You agree to safeguard access to user IDs, passwords, tokens, digital certificates and other security information and to accept full


responsibility for any compromise of security resulting from unauthorized use of all such information. In addition to any security procedures specified in the instructions provided by Wachovia, you have the responsibility to implement any additional security measures you deem necessary or appropriate on your premises to safeguard and prohibit unauthorized access to the Service and the hardware or other technology used to access the Service. You agree that Wachovia is not responsible for incorrect or inaccurate information provided by you and Wachovia will have no liability as to results or timeliness of any transaction requiring corrections or completions. You understand and agree that Remote Deposit Capture and the services accessed through it may not be uninterrupted or error free. If Remote Deposit Capture or services available through it are interrupted, Wachovia will provide you notice and will use reasonable efforts to restore the impacted services as promptly as possible. To utilize Remote Deposit Capture, you must:

• Properly endorse all items prior to capture. The endorsement should be placed in black or dark ink on the back of each item, within the area designated by Regulation CC for depositor endorsements. Wachovia recommends the following endorsement format:

PAY TO THE ORDER OF WACHOVIA BANK, N.A. ALL PRIOR ENDORSEMENTS GUARANTEED FOR CUSTOMER NAME A/C NO. 13-DIGIT ACCOUNT NUMBER

• Correct the check amount field on items that cannot be recognized by the imaging technology.

• Properly review suspect images flagged by the Image Quality Assurance (IQA) tools provided by our software. Use of IQA will assure the best images possible. Overriding and accepting images that fail IQA will increase the likelihood of returned items and potential losses. A visual inspection of these suspect images should be performed.

• Transmit up to 500 checks under a single deposit for Remote Deposit Capture. Transmit up to 100 checks under a single deposit for Remote Deposit Capture Online. The total deposit


amount must equal the total amount of all the individual items.

• Authorize release of the deposit to Wachovia. • Ensure that each image is an Eligible Item and is a valid and

enforceable check payable to you and you are entitled to enforce the item. Eligible Items are only United States dollar-denominated checks drawn on United States banks. Transmission to Wachovia of images of US dollar-denominated checks drawn on any non–United States bank or images payable in any currency other than US dollars (each a “non-conforming item”) via the deposit options listed in this document is in violation of this Service Description. Wachovia assumes no responsibility for any non-conforming items transmitted for deposit and will be indemnified by you for any losses Wachovia suffers as a result of processing such items. The originals of all non-conforming items must be processed by you via standard paper check deposit methods and must adhere to Wachovia standards for depositing checks.

• Ensure that the image accurately represents all information on the front and back of the original check as of the time the original check was scanned and converted into an electronic image and the amount associated with the image is accurate and the MICR-line information contains all necessary information for Wachovia to clear the item as an image or IRD.

• Ensure that no person will receive transfer, presentment, or return of, or otherwise be charged for, the electronic check, the original check, or a paper or electronic representation of the original check such that the person will be asked to make payment based on a check that already has been paid.

• Ensure that the original item associated with each image transmitted to Wachovia through a Remote Deposit Processing transmission is retained by you in a secure fashion for a period of time determined by your legal counsel based on a review of your business needs. Issues which should be part of such determination could include:

o Whether the item is necessary to the current conduct of your business;

o Whether the item is required to be kept by statute or government regulation; or

o Whether the item is relevant to pending or foreseeable investigations, disputes or litigation.

• Ensure that after you retain the item for the amount of time you deem appropriate, that you render the item incapable of


being successfully negotiated or presented for payment by conspicuously marking the front and back of the item “do not deposit – do not cash”. We also suggest perforating the routing and account number of each item so that the item cannot be successfully processed by automated means.

• Ensure that all items at all times are filed and secured to allow access only by the appropriate parties. Inactive records should be stored at a secure facility and catalogued with retention date to permit orderly retrieval. Stored records should undergo a periodic review to determine an appropriate destruction schedule.

Wachovia will time stamp each accepted transmission or submission (deposits included) to record its time of receipt. This time-stamp will be utilized to determine the date of ledger credit as well as float assignment. Wachovia will acknowledge receipt of your transmission or submission via the appropriate Internet or data transmission channel. You will be informed whether the transmission or submission has been accepted or rejected. You agree that each image deposited with the Wachovia via an RDC Service shall be an Eligible Item and shall be a “check” and/or “item” (as applicable) for all purposes under this Description, the Deposit Agreement, the applicable Uniform Commercial Code, the Expedited Funds Availability Act, Regulation CC, any other federal or state check law, and federal and clearinghouse rules, to the same extent that the original is a “Check” or an “item”, as applicable. You certify that the original instrument from which the image is obtained is a “check” or “item” (as applicable), as defined by the Uniform Commercial Code, the Expedited Funds Availability Act, Regulation CC, and any other federal or state check law or regulation. You acknowledge and agree that each image is subject to the transfer and presentment warranties under the Uniform Commercial Code and Regulation CC and applicable federal law and regulation. As applicable, you give the same representations, warranties and indemnities to Wachovia for each item or check deposited under this Service that Wachovia, as sending bank or reconverting bank, as applicable, gives pursuant to Check 21, Regulation CC, Subpart D, or applicable image exchange rules or other agreements that govern Wachovia in clearing the items, including clearing house rules, federal reserve board regulations and operating circulars, and bank to bank image exchange agreements.

You acknowledge and agree that the services described in this Service Description are available only for United States dollar-denominated


checks drawn on United States banks. Transmission to Wachovia of images of US dollar-denominated checks drawn on any non–United States bank or images payable in any currency other than US dollars (each a “Ineligible Item”) via the deposit options listed in this document is in violation of this Service Description. Wachovia assumes no responsibility for any Ineligible Items transmitted for deposit and you must indemnify and hold Wachovia harmless for any losses, you or Wachovia may suffer or which are suffered by a third-party and are asserted against Wachovia or you resulting from processing such items. The originals of all non-conforming items must be processed by you via standard paper cash letter deposit methods and must adhere to Wachovia standards for depositing checks.


By using Remote Deposit Capture and any other Treasury Services available through Remote Deposit Capture, you agree to be bound by the terms of the Remote Deposit Capture Service Description and the Service Description(s) for any other services you use and by your Commercial Deposit Agreement with Wachovia. All such documents are incorporated herein by reference. The current version of your deposit agreement can be obtained from your Treasury Sales Officer. The current version of this Service Description can be obtained from your Treasury Sales Officer. Funds Transfer services received via this Service are governed by and subject to applicable provisions of your Deposit Agreement and by Wachovia’s operating rules and security procedures in effect at the time of the transaction. ACH services received via this Service are governed by and subject to applicable provisions of your Deposit Agreement and by NACHA rules in effect at the time of the transaction.

Because you will be retaining the original document of all items deposited through Wachovia’s Remote Deposit Capture services, any deposited item returned unpaid from the drawee bank will be returned in the form of a substitute check. Based on the Check Clearing Act of the 21st Century (“Check 21”) implemented in the United States of America on October 28, 2004, substitute checks are the legal equivalent of original items and must be accepted as such by any user of Wachovia’s Remote Deposit Capture solutions. Such returns may be scanned for re-deposit, subject to applicable return regulations. Therefore, DO NOT redeposit the original item.

The Remote Deposit Capture services are made possible by advances in technology and by the enactment of Check 21 and other laws. Under these laws and under agreements with other financial institutions, among other things, Wachovia makes representations and warranties to such institutions that the images and substitute items it places into the clearing process are faithful recreations of the original paper item.


Wachovia also provides assurances to such institutions that duplicate images of the same item will not be presented for payment and that the original physical item, from which the image was created, will not be presented for payment. As stated above in this Service Description, you assume responsibility to safe keep and/or destroy each original paper negotiable instrument that is used to create the images and MICR information input into the Remote Deposit Capture system. You also agree not to submit more than one image of the same item to Wachovia or any other bank or entity. In the absence of gross negligence or willful misconduct on the part of Wachovia or any Wachovia vendor who provides systems or services in support of the Remote Deposit Capture service, you agree to indemnify and hold Wachovia harmless for (and agree to immediately reimburse Wachovia for) reasonable legal fees and damages of any nature sought against Wachovia under applicable law or asserted under any legal theory or sought as a result of breaches asserted against Wachovia in connection with Wachovia’s provision of this service. This obligation includes and applies to damages from the presentment or negotiation of the original item by any person or resulting from the submission of duplicate images by any person or resulting from claims that the image or substitute item created from an image is not an accurate and unaltered recreation of the item as originally drawn by the drawer/maker of the item.

Any RDC or RDCO Software provided to you by or through Wachovia is the property of Wachovia or its suppliers and is provided to you under a limited, non-transferable license. You are hereby granted a limited license to use this software solely in connection with receiving the services listed. You agree that all such software and related material will be returned to Wachovia or its designee upon request or termination of this Service for any reason. You further agree to execute any additional licensing documentation that may be required by Wachovia and/or its suppliers from time-to-time in connection with making such software available to you.

Updated: March 2010.

E-Box Service Description

1. The Service.

Wachovia’s E-Box service enables you to process your customers’ electronic payments made through online banking bill payment, PC-based financial software, telephone or “walk-in” bill payment services. These payments traditionally result in manual processing, but through

E-Box they are consolidated, formatted and delivered electronically to you for posting to your accounts receivable system. Wachovia’s alliances with major bill payment service providers, such as CheckFree, Metavante and Online Resources, as well as participation in all the major bill payment switches such as MasterCard RPPS, VISA e-Pay and ACH, typically allow for the automated processing of the majority of a biller’s electronic bill payments. As volumes from other service providers increase, Wachovia works with those vendors to establish connectivity. Wachovia E-Box® merges online bill payments from your customers into a consolidated electronic data stream and applies additional data transformations to increase your straight-through processing rate—or e-rate—and minimize exceptions.

By replacing receipt of a check only items with an electronic file, Wachovia’s E-Box® service eliminates the need for your company’s staff to manually enter each payor name and amount into your accounts receivable system. We receive electronic files from multiple consumer payment originators, such as CheckFree, MasterCard RPPS, Metavante, and ORCCthat containing billing data and the corresponding dollar amount. We consolidate these electronic inputs into an electronic file containing only your customers’ information and we then format the input file for integration into your AR system. Our Online Decisioning enhancement streamlines exception management via Wachovia Connection. Your payment operations staff will be able to research transaction history, initiate returns and decision suspended payments on a same-day basis.

Wachovia can provide a customized payment file that includes payments from all participating consumer bill payment companies plus any payments processed through a Wachovia retail lockbox. As non-participating consumer payment companies grow, we work with them to participate in our service. You won’t receive multiple application files each day; we’ll provide one.

E-Box® offers account validation capabilities to include:

•••• Positive File Processing You provide Wachovia with a master account number file and payments are validated against this file. Any rejects are returned to the originating bill service provider.

•••• Stop Payment Processing You provide Wachovia a file of unacceptable accounts that we use to validate payments. Any stopped items are returned to the remitter.

•••• Cross-Reference Processing If the billing account number changes, either you can repair the account number via the Online Decisioning Tool or you can provide Wachovia a cross-reference file. Remittance information is validated against the cross-reference and a notification of change is sent back to the remitter. An accounts receivable file reflecting the correct account number is then provided to you.

•••• Online Decisioning - Enables your staff to proactively view suspended payments on a same-day basis and make an accept or reject decision on pending transactions, initiate returns, view and research completed transactions, and gain access to information for purposes of reporting and trend analysis.

A complete suite of E-Box® reports is available via e-mail, fax or direct transmission, including daily summary and settlement reports, daily rejects reports and month-end totals reports. You will select and approve your reports on the E-Box® Specification Document at implementation. How it works 1. Your customers initiate bill payment transactions via online

banking

2. Electronic payment files that contain your billing data along with the corresponding dollar amounts are delivered from participating bill payment originators directly to E-Box®.

3. E-Box® validates (i.e. billing account number, cross reference file, stop/positive files), reformats and parses every payment received.

4. An accounts receivable posting file customized to your specifications is prepared for transmission to you.

5. Prior to file delivery, information on payments received through any of Wachovia’s Retail Lockbox locations can be combined with your electronic payment information and reformatted to your specifications.

6. Wachovia formats and transmits all payment information daily, enabling you to update its accounts receivable system automatically.


Wachovia has established service level goals for E-Box®. These goals

may be obtained from your Treasury Sales Officer.

3. The Fees.



The use of this Service may require the purchase, installation and maintenance of certain hardware, software, communication setup and other related devices and equipment at your location. You are responsible for the acquisition, installation and maintenance of all such hardware, software, communication setup, other related devices,

required to properly utilize E-Box®and the cost and compatibility

thereof. You agree to safeguard access to user IDs, passwords, tokens, digital certificates and other security information and to accept full responsibility for any compromise of security resulting from unauthorized use of all such information. In addition to any security procedures specified in the instructions provided by Wachovia, you have the responsibility to implement any additional security measures you deem necessary or appropriate on your premises to safeguard and prohibit unauthorized access to the Service and the hardware or other technology used to access the Service. You agree that Wachovia is not responsible for incorrect or inaccurate information provided by you and Wachovia will have no liability as to results or timeliness of any transaction requiring corrections or completions.

You understand and agree that E-Box®and the services accessed

through it may not be uninterrupted or error free. If E-Box®or

services available through it are interrupted, Wachovia will provide you notice and will use reasonable efforts to restore the impacted services as promptly as possible. To assist Wachovia in fulfilling the duties detailed in this Service Description and other docutments, we require that you: a) Maintain a Deposit Account at Wachovia for payments to be reconciled to;

b) Complete and return to the bank, an E-Box® Specifications Document . This document will define your specific E-Box® needs and will be used as a basis for establishing an E-Box® profile of you outlining the E-Box® and related services requested by you. Once accepted by Bank, the document will be incorporated into this Description by reference as if set forth herein. If your E-Box® needs change after initial implementation, the relevant E-Box® Specification Document and E-Box® profile may be modified to match your changing requirements upon written notice to and acceptance by the Bank, without otherwise impacting the validity of this Description; c) Reconcile A/R files to file deposits and advise Wachovia of any discrepancy; d) Post payments to the proper accounting system with one business day of receipt of the payment file; e) Take full responsibility for all of your systems to enable receipt of payment files and posting to the proper customer account; f) Promptly notify the Bank in writing of any information which is deemed to be unintelligible, unreadable, incomplete or not received, and request the Bank to re-transmit the information with the understanding that honoring requests for re-transmission of Information will be at the Bank’s election and may, depending upon the number and frequency of such requests, result in additional costs to you; g) Process non-postable payment transactions back to Wachovia within 3 business days of receipt of the A/R file, preferable via an electronic file; h) Establish and maintain a communication link for A/R files to be transmitted; i) Provide Wachovia with any edit or merchant account number edits that are to be used to identify valid payments; and j) Respond to research request within Reg E guidelines.


By using E-Box®and any other Treasury Services available through E-

Box®, you agree to be bound by the terms of the E-Box

®Service

Description and the Service Description(s) for any other services you use and by your Commercial Deposit Agreement with Wachovia. All such documents are incorporated herein by reference. The current version of your deposit agreement can be obtained from your Treasury Sales Officer. The current version of this Service Description can be obtained from your Treasury Sales Officer. Funds Transfer services received via this Service are governed by and subject to applicable provisions of your Deposit Agreement and by Wachovia’s operating rules and security procedures in effect at the time of the transaction. ACH services received via this Service are governed by and subject to applicable provisions of your Deposit Agreement and by NACHA rules in effect at the time of the transaction.

Updated: May, 2008.

Global Wire Transfer Service Description

1. The Service.

Wachovia delivers a wire product suite to its customers for their domestic and international payment needs. Wires can be initiated using a variety of options to meet your payment needs. Regardless of the option, payments can be made in a secure and timely manner. We support high value U.S. and international wire transactions as well as international drafts.

To simplify your interface with Wachovia, we can support a variety of initiation methods. The majority of our customers use our Internet-based platform called Wachovia Connection® to originate their wires. High-volume users can use our file transmission service called Integrated Payables. For customers who want a SWIFT solution, we accept payments from direct members as well as through our SWIFT MA-CUG (Member Administered Closed User Group) service. Wire initiation requests received through these methods are processed in a straight-through, automated manner. The telephone service is an efficient option for customers with limited wire volume or as a contingency arrangement for customers using the automated services. Standing transfer orders are the most convenient and comprehensive initiation method because Wachovia essentially takes over the day-to-day wire initiation function for your company.

• Internet Via Wachovia Connection

Wachovia Connection is our Internet-based information reporting and transaction initiation service. Initiation, approval and release of wire transfer instructions can be performed only by authorized users, who may also set up and maintain templates that can be used to simplify wire initiation. Wachovia Connection offers the ability to initiate wire and ACH payments using the same transaction initiation module. In addition to domestic and international wires, drawdown requests and MT101 requests for transfer can be initiated.

Each authorized employee accessing the wire transfer module may be assigned secured access by:

− function (i.e., initiation, approval and release, inquiry, and creation and approval of templates)

− dollar limit

− specified account and template

• File Transmission

You can transfer a file to Wachovia, via direct transmission, or Internet, which contains your wire, ACH and check payments in a single electronic file of payment instructions. Files may be in ANSI X12 820, flat file or proprietary format. Upon receipt, payment types are directed to the appropriate area for processing. You have the option of including payment information, such as invoice detail,

Effective March 20, 2010, Wachovia Bank, N.A. will become Wachovia Bank, a division of Wells Fargo Bank, N.A.

with the payment. Authentication and encryption are required. Prior to releasing your wires, we’ll verify your file totals with the control total information you fax or transmit to us. Confirmations can be provided once your payments have been processed.

• SWIFT

You can transmit your payment requests to Wachovia using the SWIFT network through your direct SWIFT membership or through Wachovia’s MA-CUG. If your wire volumes and your business model require wire initiation through multiple financial institutions, using the SWIFT network provides you a consistent format for payment initiation with each financial institution. Incoming and outgoing payment confirmations and statements may be transmitted back to you.

• Telephone

To initiate a wire transfer via telephone, you must call our Customer Service Center and provide your PIN (Personal Identification Number), as well as the number displayed on your registered token and your actual transfer instructions. Our Customer Service Representative will enter the information into the wire system, first verifying all information with you and then providing a control number. Verification is done through the use of call-backs (all conversations are recorded). Once verified, the wire is released.

• Standing Order Wires

You can select from a choice of options for the automatic execution of wires. You may choose the time of release, but, typically, standing order wires are executed by 8:30 a.m. ET. The deadlines for each initiation type are noted below.

Input Method Transfer Type

Domestic (including book

transfer)

Drawdown*

International

MT101 Request for

Transfer

Wachovia Connection@

5:30 p.m. ET 5:30 p.m. ET 5 p.m. ET 11 p.m. ET

File Transfer (Integrated Payables)#

5 p.m. ET 5 p.m. ET 5 p.m. ET

Telephone^ 5 p.m. ET 5 p.m. ET 4 p.m. ET

Standing Wire% 7:35 a m. ET 7:35 a.m. ET 7:35 a.m. ET

* Drawdown requests should be originated as early in the day as possible so that inbound wires are received the same day. @ Wires can be initiated through Wachovia Connection anytime and are processed up to the specified deadlines, Monday through Friday. # Our Integrated Payables service enables you to transmit anytime. Wires are processed up to the 5 p.m. ET deadline, Monday through Friday. ^ Telephone requests are accepted beginning 8 a.m. ET, Monday through Friday. % Unless you request a specific time, all automatic standing transfers are released by 7:35 a.m. ET.

We suggest that you initiate tax payments by 4 p.m. ET to meet the 5 p.m. ET tax payment deadline.


Incoming and outgoing wire transfer information is available through Wachovia Connection®. Real-time current-day information is available on all incoming and outgoing wire transfer requests. You can receive real-time proactive e-mail notification alerting you to key incoming or outgoing wires. Historical information on wires is available through Wachovia Connection for up to 62 calendar days. Wachovia Connection can also provide Wachovia’s internal bank confirmation/sequence number as well as the Fed/CHIPS reference number immediately upon execution of the wire to the Federal Reserve or CHIPS. In addition, our Integrated Receivables service can provide wire information via e-mail, fax, a mailed report or data transmission. Wachovia, acting as beneficiary bank, will rely on the account number provided in the payment order to identify the beneficiary to receive the payment. Wachovia will rely on the identifying number as proper identification of the beneficiary even if the identifying number identifies a person or entity different from the named person or entity in the payment order. Also, if Wachovia receives a wire transfer that has your company named as the beneficiary but contains an invalid account number, the wire transfer will be returned to the sender because of that incorrect account number.

Upon receiving a payment order in which Wachovia is the beneficiary bank, Wachovia’s automated process reviews the order to confirm regulatory compliance and to identify the beneficiary’s account. Wachovia’s automated process also reviews the status of the beneficiary’s account. If the account is in open status and has no credit blocks, the payment is processed and the account is credited for the amount of the wire transfer. Wachovia transacts international payments directly through CHIPS, SWIFT and more than 3,000 worldwide correspondent banking relationships. We leverage our correspondent banking relationships to expedite the processing of international wires. Wachovia has sophisticated internal processing that allows us to determine the appropriate intermediary bank when a correspondent bank doesn’t suffice. Standard international processing allows you to initiate U.S. dollar international payments same day. Foreign currency wires are initiated two days prior to value with standard processing for payments to Canada one day prior to value. Standard processing for a few currencies is three days prior to value. All wire initiation methods provide opportunity for customized foreign exchange rate tiers based on wire volume, dollar size and frequency. Foreign exchange rates are updated real time. We can also offer you the ability to issue foreign drafts instead of wires, if desired. A specialized team resolves all inquiries related to international payments. This team has developed long-standing relationships with a wide variety of foreign and domestic financial institutions, as well as utilizing our own representative offices globally. Questions and inquiries are resolved quickly and professionally. All inquiries are responded to within 24 hours, although the ultimate resolution may depend on the responsiveness of other global banks involved in the payment process. Options are available to tailor the security features to meet your requirements.


• Wachovia Connection ®

Please review the Wachovia Connection® Service Description for security features available on Wachovia Connection related to wire and other payment initiation activities.

• SWIFT

The security for SWIFT is the security provided/required by the SWIFT network since the direct interface is between you and the SWIFT network as well as between Wachovia and the SWIFT network.

• File Transmission through Integrated Payables

Please review the Integrated Payables Service Description for security features available on Integrated Payables related to wire and other payment initiation activities.

• Telephone

PINs and tokens are required for telephone-initiated wires. The token generates a random number that changes every few seconds to ensure that only the person with the correct PIN and token can initiate or verify wires by phone. Callbacks (we call a secondary authorized person at your company to verify requests) are also required for telephone-initiated wires. If you have users that are set up on Wachovia Connection and authorized for the telephone service, the users’ Wachovia Connection tokens may be used for the telephone service as well. Use of repetitive transfers provides you with assurance that wires can be originated only to pre-established accounts while reducing the time it takes to enter the wire instructions (receiving bank and account number information already established). Repetitive wire line sheets/templates can be established for use through the telephone service or Integrated Payables by completing the necessary forms. You receive confirmation from Wachovia upon completion and approval of the template setup. For payments initiated through Wachovia Connection®, authorized users create templates on Wachovia Connection and no additional paperwork is required since you maintain all of the security functions in-house. It takes about two minutes or less to set up a new repetitive wire template via Wachovia Connection. Future-dated wires are available for all initiation methods. U.S. dollar payments initiated via telephone can be initiated up to 27 days in advance of the effective date. U.S. dollar wires created via Wachovia Connection® can be stored for up to 45 days. U.S. dollar wires created via our Integrated Payables service can be stored for up to 30 days. A warehoused wire transfer request can be cancelled before the value day but cannot be cancelled on the actual value day. Wachovia releases future-dated wires prior to 8:30 a.m. ET on the value date.


Foreign currency wires can be created up to six days in advance through Wachovia Connection or Integrated Payables (file transmission). These wires may be cancelled prior to their release date. The standard release date is two days prior to the value date; however, select currencies require wire release three days prior to the value date. How it works 1. You initiate and authorize a wire transfer via Wachovia Connection®, SWIFT/SWIFT MA-CUG,

Integrated Payables file transmission or phone. 2. Wachovia’s automated process reviews the format and routing, verifies balances and confirms

the presence of required information. . Wachovia utilizes our vast correspondent bank account network to expedite international payment processing.

3. Wires may be sent via FedWire or CHIPS. The SWIFT network is used to deliver payment instructions. Standing wire transfer orders can be established for recurring domestic or foreign payments and automatically created based on one of the following criteria:

− Account balance with wire thresholds and tiering options

− Fixed amount

− Drawdown requests based on a fixed amount

4. Multiple information reporting options are available based on your needs, including Wachovia Connection, Integrated Receivables, SWIFT confirmations and statements, BAI files, fax and e-mail reporting, and mailed advices.

2. The Service Level Goals. Wachovia has established service level goals for Global Wire Transfer. These goals may be obtained from your Treasury Sales Officer.

3. The Fees. Wachovia will charge your account for all fees associated with the services described herein. A price list will be provided by the Treasury Sales Officer upon request. In addition, all fees assessed for the services used will be disclosed on the monthly Account Analysis statement provided on request.

4. Your Performance Obligations and Agreements. The use of this Service may require the purchase, installation and maintenance of certain hardware, software, communication setup and other related devices and equipment at your location. You are responsible for the acquisition, installation and maintenance of all such hardware, software, communication setup, other related devices, required to properly utilize Global Wire Transfer and the cost and compatibility thereof.

You agree to safeguard access to user IDs, passwords, tokens, digital certificates and other security information and to accept full responsibility for any compromise of security resulting from unauthorized use of all such information.

In addition to any security procedures specified in the instructions provided by Wachovia, you have the responsibility to implement any additional security measures you deem necessary or


appropriate on your premises to safeguard and prohibit unauthorized access to the Service and the hardware or other technology used to access the Service.

You agree that Wachovia is not responsible for incorrect or inaccurate information provided by you and Wachovia will have no liability as to results or timeliness of any transaction requiring corrections or completions.

You understand and agree that Global Wire Transfer and the services accessed through it may not be uninterrupted or error free. If Global Wire Transfer or services available through it are interrupted, Wachovia will provide you notice and will use reasonable efforts to restore the impacted services as promptly as possible.

In order for Wachovia to perform its duties pursuant to this Service Description, in addition to requirements stated elsewhere in this Service Description, the following is also required of you. You must:

• Maintain a Deposit Account at Wachovia for payments to be debited or credited; • Reconcile your periodic statement with your records and advise Wachovia of any

discrepancy; • Keep the Security Procedures confidential and not disclose the Security Procedures to

anyone except the persons whom you have authorized to make transfer requests on your behalf (“Authorized Persons”).

• Keep the Security Procedures current by completing and submitting the applicable required Wire Transfer of Funds forms when changes are needed to the Authorized Persons and/or their access and security levels.

• Establish and maintain appropriate contingency arrangements so that critical payments can be made in the event that your company cannot initiate payments through your primary services.

Special Terms and Conditions for Wire Transfers are described in your Deposit Agreement. You must also complete and deliver to the Bank, a Wire Transfer of Funds – Treasury Services Setup form, or, if applicable, a Wire Transfer of Funds – Customized Setup form to describe your Security Procedures. In addition, the following forms may optionally be required based on your service needs:

• Wire Transfer of Funds – Repetitive Transfer Instructions is used to establish repetitive instructions, a.k.a repetitives or templates, to be used through your Integrated Payables or telephone initiation services.

• Wire Transfer of Funds – Standing Transfer Orders and Drawdown Instructions is used to establish any automated or manual Standing Transfer Orders to be initiated by the Bank and to authorize the Bank to respond to drawdown instructions received as specified.

• Funds Transfer Schedule E Request for Transfer is to authorize the Bank to respond to MT101 Requests for Transfer received for your account or to establish outgoing MT101 Requests for Transfer that you may initiate through Wachovia Connection.



By using Global Wire Transfer and any other Treasury Services available through Global Wire Transfer, you agree to be bound by the terms of the Global Wire Transfer Service Description and the Service Description(s) for any other services you use and by your Commercial Deposit Agreement with Wachovia. All such documents are incorporated herein by reference. The current version of your deposit agreement can be obtained from your Treasury Sales Officer. The current version of this Service Description can be obtained from your Treasury Sales Officer.

Funds Transfer services received via this Service are governed by and subject to applicable provisions of your Deposit Agreement and by Wachovia’s operating rules and security procedures in effect at the time of the transaction.

Updated: November, 2009.



Page 1 of 3

Wachovia Information & Access Service Description__________________________________________ Wachovia Information & Access Service allows Customer to access certain information reporting, cash management and electronic funds transfer services with respect to certain accounts maintained by Customer with Wachovia Bank, National Association (“Bank”). Wachovia Information & Access Services consist of a number of services (the “Services”) that may be made available to Customer from time to time and those Services may be documented by supplemental service descriptions and/or agreements

By using a Service, Customer agrees that Customer shall be bound by the terms and conditions of Bank’s Commercial Deposit Account Agreement, this Service Description and any supplement hereto and any agreement, including any license agreement relating to any software provided to Customer, which are a part of any of such Service (all of such agreements and Service Descriptions being incorporated herein by reference).

1. Access. Bank may provide access to the Services selected by Customer subject to the terms stated

herein. Customer may select additional Services or delete Services, but no such selection or deletion shall be binding upon Bank until such time as Bank shall have received valid authorization of the Customer’s election to increase or delete Services and Bank shall have acted upon such authorization. Bank shall have a reasonable time after receipt of such notice to implement the requested Service. Any of Customer’s eligible deposit account(s) shall be available for access.

2. Check Image Service. The Check Image Service provides to Customer check images and corresponding posting file data (collectively, “Check Image Data”) on the Internet. The availability of Check Image Data does not mean that any underlying items have been finally paid.

3. Stop Payments. Customer may access its accounts with Bank for the purpose of initiating, renewing, deleting and making inquiry about stop payment orders and to request photocopies of paid checks. Stop payment orders initiated through the Wachovia Information and Access Service and accepted by Bank will be confirmed on-line and will only be effective upon expiration of a reasonable time after the stop payment order is received within which the Bank can act thereon. Bank will not mail written confirmations to Customer.

4. Funds Transfers. Customer may transfer funds via wire transfer using Wachovia Information &

Access Services, subject, however, to Bank’s Commercial Deposit Account Agreement and Bank’s operating rules and security procedures, which rules and procedures include a requirement for Customer to sign a “Funds Transfer and Authorization Schedule” which is incorporated by reference and made a part of this Service Description.

5. ACH. Customer may utilize Wachovia Information and Access Services to obtain ACH reporting

and to initiate ACH credit and/or debit entries. Such ACH services shall be subject to the “Special Terms and Conditions for Automated Clearing House (ACH) Transactions” contained in the Commercial Deposit Account Agreement.

6. Required Hardware and Software. The use of the Services may require the purchase, installation

and maintenance of certain hardware, software, communication setup and other related devices and equipment at Customer’s location. Customer shall be responsible for all costs associated with the acquisition and installation at Customer’s location of all hardware, software, communication setup and other related devices and


Page 2 of 3

equipment required to properly utilize the Services as well as any maintenance and repair required in connection with the continued use of such hardware, software, communication setup and other related devices and equipment. Bank shall have no responsibility for failures, interruption or other defects in the Services, which are occasioned by incompatible, improperly installed or improperly maintained hardware and software. Duplication, reproduction or any other unauthorized use by Customer or any other third party of any software provided by Bank to Customer is prohibited.

7. Compliance with Instructions. Bank shall provide Customer with instructions describing the

proper use and security measures to be maintained in connection with the use of those Services. Such instructions may be amended from time to time by Bank, in its sole discretion, and Customer agrees to immediately comply with amended instructions upon receipt. It is understood by Customer that the proper use of the Services and the information or transactions made available in connection with the use of those Services are dependent upon exact and full compliance with the operating instructions provided by Bank. Bank shall have no liability for the failure by Customer to comply completely with the instructions as amended from time to time. Customer shall accurately input any data fields.

8. Protection of Data and Security. Customer acknowledges that the Services contain information and other material which is proprietary to Bank and agrees to treat all such information coming into its possession as a result of the use of any the Services as confidential. Customer agrees not to disclose any such information to any person or entity except to its employees having a need to have access to the Services in connection with the use thereof and Customer’s business. Bank shall take reasonable precautions to protect the confidentiality of Customer’s data input into the Services. Customer is responsible for following security procedures as provided by Bank, and as amended by Bank from time to time. In addition to any security procedures specified in the instructions provided by Bank, Customer shall have the responsibility for implementing such additional security measures as Customer may deem necessary or appropriate on its premises to safeguard and prohibit unauthorized access to the Services, but the implementation of such security procedures shall not relieve Customer of any of its obligations hereunder. Customer shall be responsible for all loss or damage suffered by Bank as a result of any unauthorized use by Customer, its officers, agents, employees or independent contractors of the Services or the use of any information obtained by such unauthorized access. Customer agrees to safeguard access to any user IDs and passwords, and agrees to accept full responsibility for any compromise of security resulting from unauthorized use of user IDs and passwords. Customer shall notify Bank of any change in employees authorized to use the Services, if applicable. The obligation of confidentiality shall survive the termination of this Agreement. 9. Use of Public Telecommunications Networks. In cases in which Customer elects to access the Services over public telecommunications networks, such as the Internet, Bank shall not be liable for the integrity, security, transmission of Customer data as it is transmitted within any such public network. Bank’s responsibility for Customer data in such cases is limited to only the integrity and security of Customer data within Bank’s internal telecommunications network behind Bank’s telecommunications firewalls, as specified within this agreement. 10. Obligations of Bank. Bank will exercise reasonable care in providing the Services to Customer. Except as set out in this paragraph, Bank’s sole liability shall be limited to the correction of any error or omission made by Bank, which is not the result of incorrect or inaccurate information provided by Customer. In no event shall Bank’s total liability under the agreement, pursuant to the preceding sentence or any other liability which may be asserted in connection with the services, regardless of the form of the claim or cause of the action, whether legal or equitable, exceed the actual amount of fees paid by Customer for the year preceding the date on which written notice of the claim is provided to Bank. IN NO EVENT SHALL BANK BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY COMPUTER SOFTWARE OR TELECOMMUNICATIONS MALFUNCTION OR A MALFUNCTION IN ANY OF THE OTHER


Page 3 of 3

SYSTEMS USED TO PROVIDE THE SERVICES; NOR SHALL BANK, IN ANY INSTANCE, BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES SUFFERED OR INCURRED BY CUSTOMER OR ANY THIRD PARTY IN CONNECTION WITH THE USE OF THE SERVICES. 11. Payment of Taxes. Customer shall be responsible for the payment of all taxes, tariffs, or assessments imposed by any legislative body in connection with the provision of the Services under this Agreement or the use of the Services by Customer except for such taxes as may be based upon the net income of Bank. 12. Correction of Data. To the extent that data which Customer inputs shall be incomplete or incorrect, Bank may (but shall not be obligated to) exercise reasonable efforts to correct or complete such data so that it can be processed in accordance with the requirements of the Services. However, Bank shall have no obligation to make any such corrections and shall have no liability as to results in connection with the exercise of reasonable efforts in making such corrections or completions. 13. Suspension of Service. Bank may temporarily suspend or interrupt the operation of any of the Services for any reason without notice or liability to Customer. Upon suspension of any such service, Bank shall provide notice to Customer and will use reasonable efforts to have the service restored as promptly as possible. 14. Recording Conversations and Data Transmissions. Customer, on behalf of itself and its employees, agrees that all telephone conversations and data transmissions received from, made for or made on behalf of Customer or Bank pursuant to or in connection with this Agreement may be recorded, intercepted and retained by Bank by use of tape or other data storage means. 15. Destination Control Statement. Any commodities, technology or software supplied to Customer may not be exported from the United States except in accordance with the U.S. Export Administration Regulations. Diversion or re-export contrary to U.S. law is expressly prohibited.

TM -1428 - Payment Manager Service Description Page 1 of 2 Revised 1/31/2010

PAYMENT MANAGER®

SERVICE DESCRIPTION

1. Introduction. This Service Description is part of the Service Documentation governing the

Wells Fargo Bank, N.A. (“Bank”) Payment Manager services (each, a “Service”). “Service Documentation” is defined in Bank’s Master Agreement for Treasury Management Services (“Master Agreement”). The Service Documentation includes the Acceptance of Services (“Acceptance”), and “Company” is the company identified in the Acceptance.

2. Description of Services.

2.1. Payment Manager Service. The Payment Manager enables Company to send electronic files with multiple payment types and remittance information (each, a “Payment File”) to Bank directly from Company’s treasury workstation, ERP, or accounts payable system. Based on Company’s Payment File, Bank generates (a) payments to third parties (each, a “Trading Partner”) from Company’s designated deposit account at Bank or Bank’s affiliate (each, an “Account”) and (b) remittance data regarding each payment. Payment types include automated clearing house (“ACH”), wire transfer, those card(s) Bank permits Company to use with the Service and check. Bank may add, modify or eliminate payment types at any time. For payments made by ACH, wire transfer or card, the Service Documentation includes, respectively, Bank’s ACH Origination Service Description, Wire Transfer Service Description, or applicable card agreement, each of which, in the event of a conflict between it and this Service Description will control over this Service Description. Bank will make check payments in accordance with the Reference Guide for the Service.

2.2. Payment Manager PlusSM Enhanced Remittance Service. With Payment Manager

Plus, Bank uses the delivery channel to which Company and Bank separately agree to make human-readable documents describing the remittance (each, a “Remittance Document”) available to each of Company’s Trading Partners.

3. Payment File Transmission. Company will prepare each Payment File and deliver it to Bank

in accordance with the guidelines Bank separately makes available to Company. Company will use the Transmission Protocol to which Company and Bank separately agree (see Section 5). Company may deliver Payment Files to Bank, and Bank will acknowledge receipt of Payment Files, twenty-four hours a day, seven days a week.

4. Payment File Processing. Bank will process Payment Files and make payments only on Business Days in accordance with the processing schedule Bank separately makes available. A “Business Day” is every day except Saturdays, Sundays and federal holidays.

5. Transmission Protocols. Bank offers the following means for Company to transmit Payment

Files to Bank (each, a “Transmission Protocol”):

5.1. Secure Application File Exchange Transmission (“SAFE-T”). This transmission protocol offers a variety of transmission protocols including hyper text transfer protocol secured (https), FTP over SSL (FTP/S), secure FTP (S-FTP), and Applicability Statement 2 (AS2) that Bank uses to authenticate each Payment File transmitted to Bank in Company’s name.

a064489

Typewritten Text

TM -1428 - Payment Manager Service Description Page 2 of 2 Revised 1/31/2010

© 2010 Wells Fargo Bank, N.A. All rights reserved.

5.2. Machine-to-Machine (“M2M”). This transmission protocol uses an XML message interface that is based on the Interactive Financial eXchange (IFX) message standard using SOAP structured messages. Data is communicated via the Internet using 128-bit encryption and Secure Socket Layers (SSL). Bank uses digital certificates to authenticate each Payment File transmitted to Bank in Company’s name.

5.3. Connect:Direct with Secure+. This transmission protocol is used to connect

Company’s mainframe environment to Bank’s mainframe environment. Secure+ is an add-on to Connect:Direct to enhance security by means of Secure Socket Layer (“SSL”) or Transport Layer Security (“TLS”). Bank uses an agreed upon ID password combination and a token card to authenticate each Payment File transmitted to Bank in Company’s name. Connect:Direct and Secure + are trademarks of Sterling Commerce.

5.4. Value-Added Network (“VAN”). With this transmission protocol, a third party serves as

an intermediary for transmitting data between Company and Bank. Procedures for transmitting files may vary by VAN. Bank follows the procedures of the VAN selected by Company to authenticate each Payment File transmitted to Bank through the VAN in Company’s name.

6. Payment File Validation. Bank will inspect each Payment File received to confirm its format

conforms to the requirements in the Reference Guide. Bank’s inspection will not detect erroneous or missing information or unauthorized payments.

7. Incomplete, Rejected Payment Files. If a Payment File is missing a required Data Field for a

payment described in it or if Bank has identified other errors that make it unable to process the File, Bank may, without liability to Company, reject the entire Payment File.

8. Account Reconciliation Processing (ARP), Image Positive Pay and Payee Validation

Services. If Company utilizes Bank’s Image Positive Pay Service, Bank will, at Company’s request, update Company’s Check Issue Data for checks Bank issues in accordance with the Payment Manager on the Business Day the checks are printed.

9. Remittance Documents. A Remittance Document made available to a Trading Partner via fax

or unencrypted e-mail is not secure. It will conclusively be deemed to have been received by the Trading Partner when Bank makes it available. Bank will not confirm receipt of or be liable for corruption or loss of data in a Remittance Document after Bank makes it available.

10. Payment and Delivery Preferences. If Company elects to make Bank’s Payment and Delivery

Service available to its Trading Partners, Bank will not verify the account and routing information a Trading Partner provides through the Service and will have no liability to Company or the Trading Partner if any of this information is incorrect.

11. Record Retention. Company will retain a copy of a Payment File for thirty (30) days from its

original transmission. Bank will retain a copy of each Remittance Document for 120 days from its original distribution.

12. Survival. Sections 2.1, 6, 7, 9, 10 and 11 of this Service Description will survive the termination

of Services.

Wells Fargo Bank, N.A. Safekeeping Agency Agreement

Safekeeping Agency Agreement Addendum FR-1037 PAGE 1 of 5 Last Revised: January 2008

This Agreement is made effective as of the ___ day of _____________, 20__, by and between Wells Fargo Bank, N.A. (“Wells Fargo”), and ____________________________________ (the “Customer”) in regard to the safekeeping of certain securities.

Customer wishes to appoint a safekeeping agent to hold certain securities of the Customer pursuant to the direction of the Customer in connection with certain investment account services provided by Wells Fargo Securities, an affiliate of Wells Fargo. Therefore, with respect to each account or accounts opened at Wells Fargo for this purpose on behalf of the Customer, the parties hereto agree as follows:

1. Appointment and Acceptance. Customer hereby appoints Wells Fargo, and Wells Fargo hereby accepts its appointment, as safekeeping agent (“Safekeeping Agent”) of certain securities of the Customer (the “Account”). The Account shall consist of those assets that the Customer notifies Wells Fargo shall be included in the Account, together with the income, proceeds and profits thereon. Wells Fargo will act as the Safekeeping Agent for the purposes, to the extent, in the manner, and within the limitations set forth in this Agreement. All Account(s) opened for the Customer at Wells Fargo shall be subject to and governed by this Agreement.

2. Services of Safekeeping Agent. Wells Fargo shall:

2.1 Open and maintain a safekeeping account in the name of the Customer and hold in such account all cash and securities initially deposited plus any additional cash and securities that may be received from Customer or pursuant to the direction of the Customer from time to time for deposit to the Account.

2.2 Act upon written direction from the Customer or from investment managers or other agents duly appointed in writing by the Customer.

2.3 Settle securities transactions for the Account with brokers or others in accordance with the written direction of the Customer or duly appointed agent.

2.4 Be responsible for the collection of all investment income relating to the assets in the Account and provide for the daily investment thereof.

2.5 Present for payment all maturing securities or any securities called for redemption and collect proceeds therefrom.

2.6 Provide for the investment of cash balances in money market mutual funds, through an automated sweep or manual transaction, as authorized and directed by the Customer or duly appointed agent in the Addendum – Money Market Mutual Funds – Investment Direction and Acknowledgment (“Addendum”) attached hereto.

2.7 Deliver cash or securities as the Customer or duly appointed agent may direct.

2.8 Deliver proxy and other materials for securities held in the Account, including offers to tender or exchange such securities, to the Customer or duly appointed agent. Wells Fargo shall have no responsibility to vote proxies or exercise any rights incident to ownership of the securities held in the Account.

For Internal Use Only

Safekeeping Agency Agreement Addendum PAGE 2 of 5 Last Revised: November 2009

2.9 Receive and hold directly, by nominee or through third party depositories for the account of Customer subject to this Agreement, securities that are delivered to it for the account of Customer, making payment therefore, if required, in accordance with Customer’s written instructions.

2.10 Provide to Customer a summary of Account activity, including any security transactions effected by Wells Fargo, and a summary of settled security positions held in safekeeping on a monthly basis or, to the extent no transactions occur in the Account, on a quarterly basis.

2.11 Use its best efforts to identify and timely process bond calls and corporate reorganizations reported by the Federal Reserve and the Depository Trust Company relating to securities it is holding for Customer. Safekeeping Agent may amend its list of sources of bond call and reorganization information upon thirty (30) days prior written notice to Customer. Safekeeping Agent shall not be responsible in any manner whatsoever, and shall not have any liability to Customer whatsoever, for any losses incurred by Customer in connection with bond calls or corporate reorganizations if notices are published in other sources. Safekeeping Agent will process bond calls and corporate reorganizations within a reasonable time after receipt of written notice provided to Safekeeping Agent.

3. Powers of the Safekeeping Agent. The Safekeeping Agent is authorized and empowered to:

3.1 Hold assets in the name of the nominee selected by the Safekeeping Agent or such other nominee name as the Customer or its agent may direct in writing.

3.2 Employ agents other than persons on its regular payroll and delegate to them such ministerial and other non-discretionary duties as it sees fit and to rely upon such information furnished by such agents.

3.3 Make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any other instruments that may be necessary or appropriate to carry out the safekeeping duties and powers.

3.4 Hold assets in shares of a registered investment company (mutual fund), which may be a mutual fund with respect to which Wells Fargo or its affiliates provide investment advisory or other services and receive compensation therefore, as disclosed in the prospectus and/or the Addendum attached hereto.

4. Shareholder Communications Disclosure. Pursuant to the Securities and Exchange Commission’s Beneficial Owner Information Disclosure Rule #14b-2 (“Rule”), the Customer authorizes Wells Fargo to provide the Customer’s name, address and share position to any issuers of securities held by Wells Fargo in its nominee name for the benefit of the Customer. It is understood that the Rule prohibits the requesting issuer from using Customer’s name and address for any purpose other than corporate communications.

5. Securities Advices. Customer understands and acknowledges its right to receive notification of details on each security transaction Wells Fargo effects on its behalf under Federal Regulations 12 CFR §§ 12.4 and 12.5. Customer waives this right, with the understanding that details of securities trades will be reflected in the standard summary of account activity provided periodically to the Customer.

6. Safekeeping Agent’s Protection. Customer agrees to reimburse, indemnify and hold Wells Fargo harmless from and against any and all liability, loss, claim, damage or expense, including taxes, other



governmental charges, and reasonable legal fees which may be imposed, assessed or incurred against the Account or against Wells Fargo by reason of its acting as safekeeping agent and following directions as contemplated by this Agreement. This indemnity does not extend to any liability, loss, claim, damage or expense arising from the alleged negligence, malfeasance or violation of applicable law or regulation or fraud or alleged fraud on the part of Wells Fargo, its officers, agents or employees. Wells Fargo, its affiliates, and their officers, directors, employees or agents shall not be liable to Customer for any actions or failures to act or for any errors of judgments made in good faith.

7. Fees. Wells Fargo shall be paid reasonable compensation and fees for its services under this Agreement in accordance with its current fee schedule that has been provided to Customer. These fees are subject to change on thirty (30) days prior written notice. Such compensation and fees may be paid from the Account if not paid by the Customer within thirty (30) days after Wells Fargo mails a written invoice to the Customer.

8. No SIPC Insurance. Customer understands that the Securities Investor Protection Corporation (SIPC) does not insure securities held in the safekeeping Account that are subject to this Agreement.

9. Amendment and Termination. Wells Fargo may amend this Agreement at any time in any respect upon notice to Customer. The Agreement may be terminated at any time by either Wells Fargo or Customer upon thirty (30) days written notice to the other or as otherwise agreed by the parties. As soon as administratively feasible following the effective date of such termination, Wells Fargo shall deliver the assets of the Account to the Customer or successor safekeeping agent appointed by the Customer and shall have no further responsibilities for the assets in the Account.

10. Authorized Persons. The Customer shall furnish to Wells Fargo a written certification of the names and specimen signatures of individuals authorized to communicate with Wells Fargo on behalf of the Customer. Wells Fargo shall be entitled to rely on the oral direction as confirmed in writing or written direction of such persons.

11. Notices. Notice to Wells Fargo shall be directed as follows:

Wells Fargo Bank, N.A. Institutional Trust - Risk Management Northstar East – 5th Floor, MAC# N9303-054 608 Second Avenue South Minneapolis, MN 55479 Fax: (612) 667-6321

Notice to Customer shall be directed and mailed to the address on record for their account.

12. Severability. If any provisions of this Agreement are held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision, and this Agreement shall be construed and enforced as if such provisions had not been included.

13. Assignment. No assignment of this Agreement shall be made by either party without written consent of the other.

14. Section Headings. The headings of sections in this Agreement are inserted for convenience and reference and shall not be deemed to be a part of or used in the construction of this Agreement.



15. Governing Law. This Agreement and all transactions hereunder shall be governed by, interpreted, construed and enforced in accordance with the laws of the State of Minnesota.

16. Successors and Assigns. This Agreement shall bind the successors and assigns of Trustee and shall bind the successors and assigns of Wells Fargo.

17. Entire Agreement. This agreement shall constitute the entire Agreement between the parties and shall supersede any and all prior oral or written representations, conditions, warranties, understanding, proposals, or agreements between the parties regarding the services to be provided hereunder.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. Company name: __________________________________ By _____________________________________ (signature) Title ____________________________________________ Print name: _____________________________________ Safekeeping Agent: WELLS FARGO BANK, N.A. By:______________________ Title: Assistant Vice President Print name: Sean O’Farrell

AFTER COMPLETING, PLEASE RETURN ALL PAGES OF THIS AGREEMENT



SAFEKEEPING AGENCY AGREEMENT ADDENDUM TO SAFEKEEPING AGENCY AGREEMENT MONEY MARKET MUTUAL FUNDS INVESTMENT DIRECTION AND ACKNOWLEDGEMENT

Wells Fargo Bank, N.A. (“Wells Fargo”), as Safekeeping Agent, provides for the investment of cash balances through an automated daily sweep or through individual transactions as directed by an authorized representative of the Account. To facilitate this service, Wells Fargo has agreements with selected mutual fund companies, who make their money market mutual funds available for Wells Fargo safekeeping accounts.

Automated Cash Investment Direction. As authorized representative of the Account, you, the Customer may direct Wells Fargo to systematically invest cash held in the Account, awaiting permanent investment or distribution, in money market mutual fund(s) as evidenced by your investment account application executed with Wells Fargo Securities (“WFS”), an affiliate of Wells Fargo. Wells Fargo shall continue to automatically invest cash in this designated fund(s) until it receives direction from an authorized representative of the Account to invest cash in another investment vehicle.

Non-Automated Cash Investments. In addition to automated cash investment, it is acknowledged that an authorized representative of the Account can direct Wells Fargo to invest available cash positions into one or more of the money market mutual funds made available by Wells Fargo, including the same fund used for the automated cash investment. Individual cash investment directions shall be provided to Wells Fargo in writing or electronically or directed through a representative of WFS, who will perform the directed transaction on behalf of the authorized representative of the Account.

Disclosure of Money Market Mutual Fund Service Fees. For non-Wells Fargo money market mutual funds, Wells Fargo and/or its affiliates may receive fees from the fund for providing certain shareholder and administrative services. The amount of these fees may differ depending on the fund but will not exceed .25 of 1% calculated on an annual basis. Specific fee information is available upon request by contacting a Wells Fargo representative.

For Wells Fargo Advantage money market mutual funds, fees payable to Wells Fargo or its affiliates by the Wells Fargo Advantage Funds are described in the Organization and Management of the Funds and Summary of Expenses sections of the applicable Fund’s prospectus, and in the Management section of the Statement of Additional Information. Wells Fargo receives no additional fees from its money market mutual funds with regard to its safekeeping accounts. The Statement of Additional Information, which the applicable prospectus incorporates, is available upon request by calling Wells Fargo Funds Investor Services at 1-800-222-8222.

In addition to the money market mutual fund fees received by Wells Fargo for the services it provides as Safekeeping Agent, WFS may receive fees for the services it performs as broker with regard to the purchase of non-Wells Fargo money market mutual funds by the Customer. The amount of these fees may differ depending on the fund but will not exceed .10 of 1% calculated on an annual basis. Specific fee information is available upon request by contacting a Wells Fargo or WFS representative.

All fees paid to Wells Fargo or WFS are a part of the fees already paid by the applicable funds’ shareholders as disclosed in the applicable prospectuses and do not represent an additional expense for investing in the funds. Capitalized terms not defined in this Addendum have the meaning ascribed to them in the Safekeeping Agency Agreement.


Wells Fargo Securities, LLC Member of NYSE, FINRA & SIPC

20091022-0001 Level 4 Client Agreement-WFS FR-1108 «Legal_ID» 1

GOVERNMENTAL CLIENT AGREEMENT FOR «Legal_Name» Section A:

GOVERNMENTAL CLIENT CERTIFICATION In connection with the opening of one or more accounts (the "Account[s]") by «Legal_Name» (the "Accountholder") with Wells Fargo Securities, LLC ("WFS"), the undersigned hereby certifies to WFS as follows: 1. Any one of the following officers (the "Authorized Officers") of the Accountholder: __________________________________________________________________________________ Name Title ____________________________________________________________________ Name Title __________________________________________________________________________________ Name Title __________________________________________________________________________________ Name Title

or his/her successor in office, is authorized to act on behalf of the Accountholder, to enter into transactions on behalf of the Accountholder and to execute documents on behalf of the Accountholder in connection with the Account(s), and WFS shall have no responsibility to inquire into the authority of the Accountholder or the Authorized Officers to so act, or to so enter into such transactions, including without limitation whether or not the Accountholder is authorized by state or local or any other applicable law to enter into such transactions, or to so execute such documents and WFS shall incur no liability to the Accountholder or otherwise in connection therewith. Any transactions entered into between WFS and an Authorized Officer on behalf of the Accountholder shall be deemed to be a certification by the Authorized Officer that the Accountholder is authorized by state or local and any other applicable law to enter into such transactions and that the Authorized Officer is authorized to enter into such transactions on behalf of the Accountholder.

2. WFS shall be authorized to rely on the oral instructions given by any person who WFS believes in good faith is an

Authorized Officer or by any person who WFS believes in good faith has been authorized to so act by an Authorized Officer.

3. The undersigned is authorized to execute this Certification on behalf of the Accountholder and WFS is authorized to

rely on this Certification until written notice of the revocation thereof shall be received by WFS at:

Wells Fargo Securities, LLC MAC N9303-050 608 2nd Ave S 5th Floor Minneapolis, MN 55402-1916


20091022-0001 Level 4 Client Agreement -WFS FR-1108 <<Legal ID>> 2

Section B: The following types of securities may be purchased, sold, assigned, delivered and otherwise transferred to or from the Client account: Permissible Investments Treasury Bills Treasury Notes Treasury Bonds Notes, Bills and Bonds issued by:

SBA GNMA VA FHA U.S. Agency Bills U.S. Agency Discount Notes U.S. Agency Notes

U.S. Agency Bonds, i.e.: FHLB Financing Corp. (FICO) Fed. Farm Credit Bank FNMA Freddie Mac SLMA Financial Assistance Corp. Farmer Mac

Money Market Mutual Funds Repurchase Agreements (but not reverse repurchase agreements) collateralized by the above referenced securities Prime Commercial Paper - issued by major U.S. Corporations, guaranteed by an irrevocable letter of credit, and rated A-1 by S&P or Prime-1 by Moody’s at the time of issue.

NOTE: No transactions should be executed where the above instrument’s maturity is more than seven years from the time of the transaction.

Acknowledgement: I hereby acknowledge that I have received, read and understand the terms set forth in the Client Agreement and agree to such terms, including the binding pre-dispute arbitration clause contained in Paragraph 16. It is understood and agreed that the terms “I,” “my,” “you” and “your” as used in this Document refer to all account(s). IN WITNESS WHEREOF, I have duly executed this Certification, under seal, on behalf of the Accountholder, with full authority to do so, this _______day of ______________________, 20____. Accepted and executed this day of , 20 by Signature: __________________________________________________ Name (Print): _______________________________________________ Title (Print): ________________________________________________ Attested: ___________________________________________________ Signature of Certifying Official (SEAL)



In consideration of Wells Fargo Securities, LLC (“WFS,” “We,” “Our,” “Us”) accepting this account and agreeing to act as broker or dealer for «Legal_Name» (“Client,” “You,” “Your”), it is agreed as follows: GENERAL REPRESENTATIONS AND WARRANTIES Client represents and warrants that it is a municipality, public instrumentality or agency thereof, or other public entity that is authorized under applicable law to engage in the activities and make the investments contemplated by this Agreement. Client further represents and warrants that the individuals identified in the trading authorization in Section A attached hereto are duly authorized to act on behalf of the Client to establish and maintain and direct transactions in one or more accounts with WFS, and each is an “appropriate person” or a person who has authority to act on behalf of an “appropriate person” as provided for in Article 8 of the Uniform Commercial Code or similar state version thereof, for the purpose of (a) buying and selling including selling short, (b) agreeing to buy and sell by entering into agreements and commitments (including repurchase agreements), (c) borrowing and lending, and (d) agreeing to borrow and lend by entering into agreements and commitments to borrow and lend money, financial instruments and securities of the type identified in Section B attached hereto. GENERAL TERMS 1. All transactions that may have been consummated and actions that may have been taken in any accounts maintained

with WFS prior to the date as of which the representations referred to above are effective and are hereby ratified and confirmed in all respects. Unless we receive written notice otherwise, Your receipt of a confirmation relating to the initial securities or related order executed by Us following the execution of this Agreement shall represent Your assent to be bound by the terms and conditions of this Agreement. Further, confirmations of particular transactions and statements for Client accounts shall be binding upon the Client if the Client does not object, in writing, to the terms of the transaction as set forth in the confirmation or statement within three (3) days after receipt by the Client. The Client shall be deemed to have received such confirmations and statements on the second business day after WFS mails such confirmation or statement. Without limitation to the foregoing, WFS reserves the right to correct any error on any confirmation or statement at any time.

2. You agree that We will not send You confirmations for transactions in money market mutual funds and that all money

market mutual fund transactions (including purchases, redemptions, dividends and dividend reinvestments) will appear on Your periodic account statements.

3. WFS may deal with any or all of the individuals identified in the relevant sections of Section A as though it were

dealing with the Client directly. 4. All instructions given will be within Your legal powers subject to Section B, including any limitations under state law.

WFS reserves the right to request from You any written investment objectives or policies to be supplied by You. We are not obligated to execute any transaction in any security that is not identified in Section B unless You have provided to Us written notice identifying the types of securities to be added to those identified in Section B.

5. In the event of any change in the identity or powers of persons identified in Section A to act on Your behalf, You or

Your designee shall notify Us in writing, which when received, shall be adequate to terminate the authorization of the person or persons previously authorized, and to authorize the person or persons thereby substituted.

6. All transactions are for Your account and at Your risk, and are subject to the laws and regulations as well as the custom

and usage of the marketplace where effected. 7. You agree that WFS, in its discretion, can decline to accept orders for Your account, or may request additional

information with respect to such orders prior to the execution thereof. We shall not be liable to You in the event that We decline to accept an order for Your account.

8. We may make services available from time to time that allow You to use the internet, telephone or other electronic

means to receive required account documents, standard and customized account reports, market information and data, and other information. These services may also allow You to enter orders for the purchase and sale of securities for Your account. You agree to use the services in accordance with the general terms and conditions of the Commercial Electronic Office® (CEO®) Online Access Agreement, the Terms of Use for CEO, and as set forth in all applications, agreements, instruments, rules, standards, policies, instructions and other documents and forms required to use CEO. You agree that We may terminate Your access to the CEO at any time and without notice to You if You do not comply with the CEO Access Agreement, Terms of Use for CEO, or any other requirements in effect from time to time. You also agree that We may terminate Your access to the CEO if You, in Our sole discretion, determine that You have abused or misused the services in any way.



9. In the event that You execute securities purchase or sale transactions through a third-party broker-dealer and request

that We settle or clear such transactions on Your behalf, You agree to provide Us with all trade related information immediately upon execution of the transaction. You further agree that We may decline to settle or clear any trade in the event that sufficient funds or securities are not held in Your account. You also agree that We shall be under no obligation to loan securities or funds in connection with trades executed by You through third-party broker-dealers.

10. You understand that unless You have designated another broker, bank or trust company to safe keep or carry Your

securities, Your securities account will be carried by, and Your securities will be held in safekeeping by, Wells Fargo Securities, LLC ("WFS"), a member of the NYSE, FINRA and the Securities Investor Protection Corporation (SIPC). You understand that SIPC covers Your securities held in safekeeping with WFS. As such, in the event of the insolvency or liquidation of WFS, customers are protected by SIPC against the loss of securities, up to a maximum of $500,000 per customer, including a maximum of $100,000 for cash claims. You understand that SIPC does not provide any protection whatsoever against investment risk, including the loss of principal on an investment. The protection described above does not apply to securities held in safekeeping by a bank or trust company. You understand that You may obtain additional information about SIPC insurance, including the SIPC brochure, by calling SIPC at 202-371-8300 or visiting the SIPC website at www.sipc.org.

11. You appoint WFS as Your agent for the purpose of carrying out Your directions with respect to the purchase and the

sale of securities or other property identified in Section B or identified in Your written notice to Us. To carry out the duties herein, We are authorized to open and close brokerage accounts, place and withdraw orders, and take other steps as We may deem necessary or appropriate to settle transactions for Your account.

12. WFS is not a bank and is a separate corporate entity from its affiliated banks. Unless otherwise

stated, the securities or other property sold, offered or recommended by WFS are not deposits, are not insured by the Federal Deposit Insurance Corporation, are not guaranteed by a bank affiliated with WFS, and are not otherwise an obligation or responsibility of any affiliated bank, and may involve investment risk and possible loss of principal. The obligations and commitments of WFS are not those of any affiliated bank and such bank is not responsible for securities sold or purchased by WFS. From time to time, a bank or a thrift affiliated with WFS may lend money to an issuer of securities underwritten or privately placed by WFS. The prospectus or other offering documents provided in connection with the underwriting or private placement will disclose to the extent required by applicable securities laws (i) the existence of any material lending relationship by an affiliate of WFS with such an issuer and (ii) whether the proceeds of an issuance of such securities will be used by the issuer to repay any outstanding indebtedness to any WFS affiliate.

13. You understand and agree that WFS may tape record any of Your telephone conversations with WFS. 14. The automated computer systems of WFS and its trading procedures for equity securities enable WFS, in those

situations where You have not directed WFS otherwise, to route Your securities orders to market centers, including dealers, that, based on Our experience, are capable of providing Your securities orders best execution taking into account factors, such as, but not limited to, price, speed of execution, and the size of Your securities orders. Whenever possible, We route securities orders to dealers or market centers that provide executions that are better than the nationally displayed best bid and offer. We receive payment per share (or in some cases reciprocal order flow consideration) from dealers and credits against exchange fees in return for certain securities orders that we route or direct.

15. This Agreement will be governed by the laws of the State of New York, unless the applicable law of the state in which

You are a municipality, public instrumentality or agency thereof, or other public entity requires otherwise, and in such case its laws shall apply. All transactions for Your account are subject to all applicable federal, state, governmental agency, self-regulatory organization, exchange, market and clearing house laws, rules and regulations.

16. This agreement contains a pre-dispute arbitration clause. By signing an arbitration agreement the

parties agree as follows:

a. All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.

b. Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.

c. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.

d. The arbitrators do not have to explain the reason(s) for their award.

e. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.


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f. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.

g. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement.

We agree that any claim, dispute or controversy arising out of or relating directly or indirectly to (a) our relationship with WFS (b) this Agreement or any other agreement we have entered into with WFS or any alleged breach of any such agreement (c) any investment by us under this Agreement or under any other agreement entered into with WFS or any investment by us made with, by or through WFS or (d) any transaction of any kind executed by, through or with WFS, its officers, directors, agents, employees or affiliates shall be settled by arbitration pursuant to the Federal Arbitration Act and in accordance with the rules, then in effect, of FINRA. Notice preliminary to, in conjunction with or incident to arbitration may be sent to us by mail and personal service is hereby waived.

Judgment upon any award rendered by the arbitrators may be entered in any Court having jurisdiction and each party agrees to submit itself and its personal representatives to the jurisdiction of that court.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class action who has not opted out of the class with respect to any claims encompassed by the putative class action, until:

a. the class certification is denied

b. the class is decertified or

c. the customer is excluded from the class by the court.

Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein.

17. WFS shall not be liable for any loss or delay caused directly or indirectly by war, natural disaster, government

restrictions, exchange or market rulings, suspension of trading, strikes, mail delays, equipment failures, telecommunications or computer hardware or software failures not attributable to Our willful misconduct or negligence, or other conditions that are beyond the control of WFS.

18. If any provision or condition of this Agreement shall be held to be invalid or unenforceable by any court, or regulatory

or self-regulatory agency or organization, such invalidity or unenforceability shall attach only to the provision or condition found invalid or unenforceable. The validity of the remaining provisions or conditions shall not be affected thereby and this Agreement shall be carried out as if the invalid or unenforceable provision(s) or condition(s) were not contained herein. We may amend this Agreement at any time in any respect, effective upon notice to You. You may not amend this Agreement, and no provision or condition of this Agreement may be waived, altered or modified except in a writing executed by an authorized official of WFS or an amendment by Us pursuant to the foregoing sentence. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. We may assign certain or all duties hereunder to affiliates after determining that such affiliates have the authority and the capability of carrying out the obligations with respect to Your account.

19. Unless and until WFS receives notice of any change in Your mailing address or telephone number, WFS may send You

notices regarding Your account(s) to the last address shown on Our account records.



Please address any correspondence regarding documentation to:

Wells Fargo Securities, LLC MAC N9303-050 608 2nd Ave S 5th Floor Minneapolis, MN 55402-1916

Important information about opening an Account with Wells Fargo Securities, LLC: To help the government fight the funding of terrorism and money laundering activities, U.S. federal law requires financial institutions to obtain, verify and record information that identifies all parties defined as a “customer” as well as, in certain cases, individuals or entities that have control over or are associated with an account. What this means for You: At account opening, Wells Fargo Securities, LLC will collect, verify and record certain identifying information. If You are opening an account for an institution, We will ask for its name, address, taxpayer identification number, affiliations and ownership. We may ask to see certified articles of incorporation or other identifying documents for the entity. Additionally, We may request identifying information for the individuals or entities that have control over or are associated with an account.


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