RECITALS

EXHIBIT 10.5

DATA PROCESSING SERVICES AGREEMENT

THIS DATA PROCESSING SERVICES AGREEMENT is made as of this 22nd day of December
1992 (the "Agreement") by and between M&I Data Services, Inc., a Wisconsin
corporation ("M&I") and TeamBanc, Inc., Miami County National Bank, Xxxx Bank
and Trust Company, Kansas corporations, together with their subsidiaries and
affiliates (collectively referred to as the "Customer").

RECITALS

WHEREAS, M&I provides data processing services to customers located across the
country; and

WHEREAS, M&I desires to provide data processing services to Customer, and
Customer desires to have M&I provide it with such services.

NOW, THEREFORE, in consideration of the recitals and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

1. Services M&I shall provide Customer with the data processing services
requested by Customer utilizing the version of the banking system software made
available from time to time by M&I through the M&I Service Bureau (the
"Services"). The functionality of the software and a further description of the
Services is attached as Exhibit A, and the User Manuals, copies of which will
be provided, or made available, to Customer. Unless otherwise indicated on
Exhibit A, Customer shall purchase all of its required data processing services
from M&I. Subject to M&I's consent, and Customer paying applicable conversion
fees, Customer shall have the right to process affiliates and subsidiaries it
may acquire using the Services. Unless otherwise agreed in writing between M&I
and Customer, and subject to the other provisions of the Agreement, M&I shall
make the On-line Services available to Customer, subject to normal downtime and
maintenance, at times indicated on the M&I On-line Availability Schedule,
attached hereto, as modified from time to time, with prior consent of Customer.

2. FEES AND TAXES. Customer agrees to pay for the Services received
hereunder as follows:

a. Amount of Fees. Commencing on the Conversion Date (as defined in
Section 3) and on the first day of each month thereafter through the end of the
term of this Agreement, Customer shall pay M&I a fixed monthly fee of eighteen
thousand seventy dollars ($18,070) per month (the "Fixed Monthly Fee"). The
Fixed Monthly Fee will be adjusted in accordance with the provisions of Exhibit
C. Customer also agrees to pay all communication costs, telecommunication
charges, printline charges and other output costs, start-up fees, pass-through
charges, out-of-pocket expenses, conversion expenses and fees, workshop fees,
training fees, and late fees or charges billed as miscellaneous on Customer's
invoice (the "Miscellaneous Fees"). The M&I standard published prices as of that
of this Agreement are set forth on the fee attached as Exhibit B.

b. Additional Charges. In addition to the charges described above or
set forth in Exhibit B, Customer agrees to pay for any manufacturers, sales.
use, excise, personal property. or any other tax or charge, or duty or
assessment levied or assessed by any governmental authority upon or as a direct
result of the execution or performance of any service pursuant to this
Agreement or as direct materials furnished with respect to the Agreement,
except those taxes based on M&Is net income or based on personal property owned
by M&I.

c. Terms of Payment. Customer shall pay the Fixed Monthly Fee on the
first day of the month in which the Services are to be performed, and shall pay
all other amounts due hereunder within ten (10) days of the date such amounts
are invoiced to Customer. To effect the payment of the Fixed Monthly Fee,
Customer hereby authorizes M&I to initiate debit entries from and, if
necessary, initiate credit entries and adjustments to Customers, account at the
depository designated in the ACH Authorization Agreement. Debit entries for the
Fixed Monthly Fee will be made on the first day of each month for which
Services will be rendered under the Agreement. In the event that a payment day
is a nonbusiness day, entries will be made on the first preceding business day.
Customer shall authorize, on the attached ACH Authorization Agreement, debits
from and credits to its account for payment for Services received under the
Agreement. Amounts due other than the Fixed Monthly Fee shall not be subject to
payment through ACH. The Customer shall also pay reasonable collection fees and
reasonable attorneys' fees incurred by M&I in collecting payment of the charges
and any other amounts for which Customer is liable under the terms and
conditions of this Agreement.

d . Modification of Terms and Pricing. If Customer is in default and
M&I elects to continue to perform the Services, or if the Customer's tangible
capital or reserve requirements computed in accordance with applicable federal
regulations for itself or any of its affiliates receiving Services hereunder
are less than the required regulatory minimums, Customer agrees to pay M&I all
unamortized conversion expenses in advance of M&I performing any additional
Services. In addition, Customer agrees that all charges for Services shall be
computed using M&I's then-current standard published prices, paid in advance as
determined by M&I. At M&I's option, such Services shall be provided on a
month-to-month basis after providing Customer one hundred twenty (120) days'
prior written notice. Upon Customers cure of default, the pricing structure
shall revert to that described in Section 2a of this agreement.

3. Term.

a. Initial Term. This Agreement shall be effective upon execution by
both parties, and both parties will promptly undertake the conversion
activities necessary to process Customer's data. M&I currently anticipates,
subject to Customer's timely and satisfactory completion of its
responsibilities described in the M&I Conversion Manual and in the Conversion
Schedule to be established by M&L and agreed to by Customer, that all
conversion activities will be completed on July 26. 1993 (the "Conversion
Date"). The term of this Agreement shall continue for a period of ninety-seven
(97) months from the Conversion Date.

b. Renewal Obligations. During any renewal term, or for any Services
provided after the end of the initial term, whether or not the Agreement is
renewed, Customer agrees that the terms of this Agreement shall continue to
apply.

4. AFFILIATES. All processing for Customer and Customer's subsidiaries and
affiliates for which M&I provides Services under this Agreement shall be done
in accordance with the terms and conditions of this Agreement, Customer agrees
that it is responsible for assuring compliance with the

Agreement by its affiliates and subsidiaries. Customer agrees to be responsible
for the submission of its affiliates data to M&I for processing and for the
transmission to Customer's affiliates of such data processed by and received
from M&I. Customer agrees to pay any and all fees owed under this Agreement for
Services hereunder.

5. CONFIDENTIALITY. Both parties will, to the extent and in accordance with
their policies used to protect their own information of similar importance, use
their best efforts to refrain from and prevent the use of or disclosure of any
confidential information of the other party, disclosed or obtained by such
party while performing its obligations under this Agreement, except when such
use or disclosure is for the purpose of providing the Services. Neither party
will have an obligation of confidentiality with regard to any information
insofar as the same: (a) was known to such party prior to disclosure; (b) is or
becomes publicly available other than as a result of a breach of this
Agreement; or (c) is disclosed to such party by a third party not subject to an
obligation of confidentiality. Nor shall the obligation of confidentiality
occur where disclosure is made pursuant to: (a) any law of the United States or
any state thereof, (b) the order of any court or governmental agency; or (c)
the rules and regulations of any governmental agency.

6. PROGRAMMING. M&I reserves the right to determine the programming
(whether hardware or software) utilized with the equipment used in fulfilling
its duties under this Agreement. All programs (including ideas and know-how and
concepts) developed by M&I are and remain its sole property.

7. EQUIPMENT. Customer shall obtain and maintain at its own expense such
data processing and communications equipment as may be necessary or appropriate
to facilitate the proper use and receipt of the Services. Customer shall pay
all installation, monthly, and other charges relating to the installation and
use of communications lines in connection with the Services. M&I shall not be
responsible for the reliability monitoring or continued availability of the
communications lines used by Customer in accessing the Services.

8. SUPPLIES. Customer shall pay for all supplies used in connection with
the Services. All forms, supplies, or materials used in processing Customer's
items and input data shall meet M&I's specifications.

9. SYSTEMS MODIFICATION; AMENDMENT OF SERVICES. M&I may modify, amend,
enhance, update, or provide the appropriate replacement for any of the
Services, the software used to provide the Services, or any element of its
systems at any time to: (a) improve the Services or (b) facilitate the
continued economic provisions of the Service. M&I may, at any time, withdraw
any of the Services upon providing one hundred twenty (120) days' prior written
notice to Customer, provided, however, that there shall be no material
reduction in the functionality of the Core Services (Deposit System, Loan
System, CIS, and FC). M&I may also terminate any of the Services immediately
upon any regulatory, legislative, or judicial determination that providing such
Services is inconsistent with applicable law or regulation or upon imposition
by any such authority of restrictions or conditions which would detract from
the economic or other benefits to M&I or Customer to any element of the
Services.

10. DISASTER RECOVERY. M&I maintains, and shall continue to maintain
throughout the term of this Agreement, off-site disaster recovery capabilities
which permit M&I to recover from a disaster and continue providing Services to
Customers within a commercially reasonable period. An executive summary of the
current disaster recovery plan, which may change from time to time, is
available upon request from M&I at no charge. M&I shall test the operation and
effectiveness of its disaster recovery plan at least annually. M&I maintains,
and shall continue to maintain throughout the term of this Agreement, a backup
power supply system to guard against electrical outages.

11. EVENTS OF DEFAULT. It shall be an Event of Default on the part of the
Customer if (a) Customer is insolvent, or a receiver or conservator shall be
appointed with respect to the Customer; or (b) Customer shall fail to pay any

sum due M&I within the prescribed time; or (c) if the Customer shall fail to
perform any of its other material covenants or obligations under this Agreement
where the failure of Customer to perform has a material adverse impact on M&I
and is material to the performance of Customer's obligation hereunder. It shall
be an Event of Default on the part of M&I if (a) M&I is insolvent or a receiver
or conservator shall be appointed with respect to M&I; or (b) M&I shall fail to
perform any of its obligations under this Agreement where the failure of M&I to
perform has a material adverse impact on Customer and is material to the
provision of the Services, except for those obligations under Section 20 of
this Agreement as to which the Agreement provides specific remedies for M&I's
failure to perform. The defaulting party shall have forty-five (45) days from
the date of receipt of notice from the nondefaulting party of nonpayment or
nonperformance to cure such an Event of Default, before the nondefaulting party
may exercise any remedies it may have as a result of the Event of Default.

12. REMEDIES UPON DEFAULT: LIMITATION OF LIABILITIES. If an Event of
Default occurs on the part of the Customer, and is not cured within the
forty-five (45) day period prescribed in Section 11, M&I may (a) terminate this
Agreement; (b) terminate access to its central processing unit by the Customer
as hereinafter provided; and (c) declare all sums then due and owing plus a sum
equal to forty percent (40%) of the total estimated remaining unpaid monthly
processing fees immediately due and payable and file suit for or otherwise
obtain payment from the Customer of any fees or other sums due it pursuant to
this Agreement, plus any actual damages to its equipment or systems caused by
the Customer's actions, failures to act, equipment, systems, or communication
facilities. If an Event of Default occurs on the part of M&I, and is not cured
within the forty-five (45) day period prescribed in Section 11, the Customer
may only: (a) terminate this Agreement and (b) file suit or otherwise obtain
payment of an aggregate amount of up to the greater of (1) one hundred thousand
dollars ($ 100,000) or (2) the amount of fees paid by the Customer to M&I
hereunder during the six (6) months immediately preceding the Event of Default.
Either party may also seek specific performance, including injunctive relief,
for a breach of Section 5 of this Agreement. M&I and the Customer agree that
these damage provisions are reasonable in light of all present predictable
circumstances (including expectable actual damages in that the fees to be
charged by M&I hereunder do not include amounts sufficient to insure against
greater claims). M&I and Customer expressly waive all claims for additional,
incidental, consequential, compensatory, or punitive damages and agree that the
remedies set forth in this Agreement shall be the sole and exclusive remedies
of the parties. No lawsuit or other action may be brought by either party
hereto or on any claim or controversy based upon or arising in any way out of
this Agreement after one (1) year from the date of the occurrence allegedly
giving rise to the action, except for nonpayment of sums due to M&I by
Customer. M&I agrees that except in the case of an Event of Default relating to
a breach by the Customer of its confidentiality obligations under Section 5 of
this Agreement, M&I will not exercise its remedy to terminate Customer's access
to the M&I central processing unit so long as: (a) Customer is current in the
payment of all amounts due M&I as reflected on M&I's last invoice to Customer;
and (b) only exercise such remedy after providing Customer with one hundred
twenty (120) days' prior written notice.

13. TERMINATION.

a. End of Initial Term. This Agreement shall automatically be extended
at the end of the initial ninety-seven (97) month term for one additional six
(6) month renewal term, unless the Customer gives M&I at least one hundred
eighty (180) days' prior written notice of its intent to terminate, which
notice may be given during the initial term of the Agreement.

b. Termination Upon Default This Agreement may also terminate upon an
Event of Default and failure to cure beyond applicable cure periods at the
option of the nondefaulting party as set forth in Section 12 hereof.

c. Termination by Customer. Customer may terminate this Agreement at
any time, and without cause, by giving M&I at least one hundred eighty (180)
days' prior written notice and paying M&I the then-applicable buyout amount set
forth in Section 21a.

d. Termination for Change in Control of M&I. This Agreement may be
terminated at the option of the Customer by paying the buyout amount stated in
Section 21c herein in the event of a change in control of M&I during the term
of this Agreement or any extension thereof; provided, however, (1) the Customer
gives M&I ninety (90) days' prior written notice of such termination, (2) such
termination occurs not less than one (1) year and not more than eighteen (18)
months following the date of the change in control M&I, and (3) during the one
(1) year period following the date of the change in control of M&I, (a) the
Customer is required to convert any one or more of the Core Services (M&I's
Deposit, Loan, Customer Information, and Bank Control Systems) to a different
system, and (b) there has been a material adverse change in the functionality
of the Core Services following such conversion, compared with the standard
described in Section 16a of this Agreement, and (c) M&I has failed to correct
such deficiency following written notice thereof from the Customer and an
opportunity to cure the same.

For the purpose of this Section, change in control shall mean the
acquisition by a person not now in control (within the meaning of this
definition) of more than fifty percent (50%) of either the voting power or
value of the outstanding capital of M&I or the right to elect at least fifty
percent (50%) of the directors of M&I.

14. REGULATORY ASSURANCES. M&I and Customer acknowledge and agree that the
performance of these Services will be subject to regulation and examination by
Customer's regulatory agencies to the same extent as if such Services were
being performed by Customer. Upon request, M&I agrees to provide any
appropriate assurances to such agency and agrees to subject itself to any
required examination or regulation. Customer agrees to reimburse M&I for
reasonable costs actually incurred due to any such examination or regulation
that is performed solely for the purpose of examining data processing services
used by Customer.

a. NOTICE REQUIREMENTS. The Customer shall be responsible for
complying with all regulatory notice provisions to any applicable governmental
agency, which shall include providing timely and adequate notice to the Chief
Examiner of the Federal Home Loan Bank Board, the Office of Thrift Supervision,
the Office of the Comptroller of the Currency, The Federal Deposit Insurance
Corporation, the Federal Reserve Board, or their successors, as applicable
(collectively, the "Federal Agency"), as of the effective date of Services
under this Agreement, identifying those records to which this Agreement shall
apply and the location at which such Services are to be performed.

b . EXAMINATION OF RECORDS. The parties agree that the records
maintained and produced under this Agreement shall, at all times, be available
for examination and audit by governmental agencies having jurisdiction over the
Customer's business, including (without limitation) the Federal Agency. The
Director of Examinations of the Federal Agency or his designated representative
shall have the right to ask for and to receive directly from M&I any reports,
summaries, or information contained in or derived from data in the possession
of M&I related to the Customer. M&I shall notify Customer as soon as possible
of any formal request by an authorized governmental agency to examine
Customer's records maintained by M&I, if M&I is permitted to make such a
disclosure to Customer under applicable law or regulations. Customer agrees
that M&I is authorized to provide all such described records when formally
required to do so by this authorized governmental agency.

c. FIDELITY BONDS. M&I shall maintain fidelity bond coverage for M&I
and its employees throughout the term of the Agreement.

d. NOTICE OF CHANGES. Customer shall give to the Director of
Examinations of the Federal Agency at least thirty (30) days' notice of the
termination of this Agreement or of any material changes in the Services to be
provided hereunder.

e. Insurance. Throughout the term of this Agreement, M&I shall
maintain insurance coverage (or shall be self-insured) for losses from fire,
disaster, and other causes contributing to interruption of the Services. The
proceeds of such insurance shall be payable to M&I. Nothing in this Agreement
shall be construed as to permit Customer to receive any of such proceeds, or to
be named as an additional loss payee under any insurance policy.

f. FINANCIAL INFORMATION. Upon request, Customer agrees to provide M&I
with a copy of the call report filed with the Federal Agency and to provide
such additional financial information as to its creditors or others as M&I may
reasonably request.

15. TRANSPORTATION AND/OR TRANSMISSION OF DATA. The responsibility and
expense for transportation and/or transmission of and risk of loss of data and
media to and from M&I's datacenters, shall be borne by Customer. M&I will
notify Customer of the time by which Customer's data and media must be
delivered to M&I for processing for M&I to provide Customer's processed data
within the time period indicated by M&I.

16. RESPONSIBILITY.

a. GENERAL. M&I agrees to perform the Services in a commercially
reasonable manner and in a manner which is similar to the services provided to
other M&I customers, and no other or higher degree of care. M&I shall be held
to no other or higher standard of care except as may be expressly set forth in
this Agreement. M&I shall not be responsible for loss or damage due to delays
in processing or in the delivery of processed data as a result of any of the
causes excused by Section 19 hereof. M&I WILL IN NO EVENT BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCURRED BY CUSTOMER INCLUDING,
BUT NOT LIMITED TO, LOST PROFITS OR BUSINESS OPERATION LOSS, REGARDLESS OF
WHETHER M&I WAS ADVISED OF THE POSSIBLE OCCURRENCE OF SUCH DAMAGES.

b. RELIANCE ON DATA SUPPLIED. M&I will process items and data and
perform those Services described in this Agreement on the basis of information
furnished by Customer. M&I shall be entitled to rely upon any such data,
information, or instructions as provided by Customer. If any error results from
incorrect input supplied by Customer, Customer shall be responsible for
discovering and reporting such error and supplying the data necessary to
correct such error to M&I for processing at the earliest possible time. In the
event of any damage to a third party as a result of such error, Customer will
indemnify and hold M&I harmless from any cost, claim, damage, or liability
(including attorneys' fees) whatsoever arising out of such data, information or
instructions, or any inaccuracy or inadequacy therein. Customer assumes all
risk of loss, delay, and miscommunication in the transportation or transmission
by electronic means of data and information from any terminal or remote unit
unless the same is caused by or attributable to any act or omission on M&I's
part, which act or omission does not meet the standard of care in Section
16(a), or was caused by or attributable to any gross negligence or willful
failure on M&I's part to comply with its obligations under THIS Agreement.

c. DATA BACKUP. Customer shall maintain adequate records including
microfilm images of items being transported to M&I for at least ten (10)
business days' backup on magnetic tape or other electronic media where
transactions are being transmitted to M&I, from which reconstruction of lost or
damaged items or data can be made. Customer assumes an responsibility and
liability for any loss or damage resulting from failure to maintain such
records.

d. AUDIT. M&I shall cause a third-party review of its data processing
systems and Services to be conducted annually by its independent auditors. M&I
shall provide Customer, upon request, at its then-current charge, one copy of
the report resulting from such review.

e. REGULATORY COMPLIANCE. The Services will be provided in compliance
with applicable federal laws and regulatory requirements. Customer is
responsible for determining that the forms which are used which are provided by
Customer or third-party vendors and the method of retaining its records comply
with all applicable laws. Should Customer need information from the Services
M&I provides in order to comply with applicable federal or state laws and
regulations, Customer is sole remedy, ind M&I's sole obligation shall be for W
to provide the ability to process the information requested from the Customer
as promptly as is commercially practicable. M&I agrees that with respect to
changes required as a result of changes in state or federal law, such changes
shall be undertaken as a priority project based on the regulatory deadline
imposed for compliance.

f. BALANCING AND CONTROLS. On a daily basis, Customer shall review all
input and output, controls, reports, and documentation, to ensure the integrity
of data processed by M&I. In addition, Customer shall, on a daily basis, check
exception reports to verify that all file maintenance entries and nondollar
transactions were correctly entered. Customer is responsible for initiating
timely remedial action to correct any improperly processed data which these
reviews would disclose.

g. SERVICE DEFICIENCIES. If Customer is aware that a defect exists in
a Service, Customer shall be responsible for making whatever appropriate
adjustments may thereafter be necessary until M&I corrects the defect and, if
requested by Customer, M&I will, at M&I's expense, assist Customer in making
such corrections through the most cost-effective means, whether manual, by
system reruns, or program modifications. M&I will make every effort to correct
any known material defect as soon as commercially reasonable at M&I's expense.

17. OWNERSHIP OF DATA. Customer is the owner of all of its data supplied by
Customer to M&I for processing hereunder. Customer acknowledges that it has no
rights in any of the software, systems documentation, guidelines, procedures,
and similar related materials or any modifications thereof except with respect
to M&Is use of the same during the term of this Agreement to process data. Upon
termination of this Agreement, M&I shall provide Customer with all copies of
Customer's data in a format that is being used by M&I at that time for
processing such data. Prior to the release of the Customer's data: (a) all
amounts owed under this Agreement by Customer to M&I shall be current and paid
in full, and (b) Customer shall pay M&I its "Estimated Deconversion Expenses"
as described below. Customer agrees to pay M&I for M&I's work in providing such
data at M&I's rates then in effect for computer and personnel time, supplies,
and other items as required, and Customer further agrees to pay M&I for any and
all charges associated with the deconversion of Customer's data based on M&I's
then-current charges for such Services. M&I shall make a good faith estimate of
all of such costs, expenses, and charges which shall be paid by Customer in
advance (the "Estimated Deconversion Expenses"). The difference, if any,
between the actual expenses and the prepaid Estimated Deconversion Expenses
shall be promptly paid after determination.

18. WARRANTIES M&I REPRESENTS AND WARRANTS that:

a. Capability of Computer Systems and Software. M&I's computer systems
(hardware and software) are capable of performing the Services in accordance
with the provisions of this Agreement. The software used to provide the Services
will operate substantially in accordance with the specifications and
documentation for the software as modified from time to time to incorporate
enhancements or modifications of the software to provide the Services.

b. Quality of Service. The reports and Services made available to
Customer shall be in substantial conformity with the User Manuals, as amended
from time to time, copies of which have been, or will be, provided to Customer.

c. Property Rights. M&I has the right to provide the Services
hereunder, using all computer software required for that purpose.

d . Organization and Approvals. M&I is a validly organized corporate
entity with valid authority to enter into this Agreement. This Agreement has
been duly authorized by all necessary corporate action.

e. Disclaimer of Warranties EXCEPT AS DESCRIBED IN THIS AGREEMENT, M&I
DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESSED OR IMPLIED
INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

19. FORCE MAJEURE. M&I and Customer shall not be liable to each other if
either party's fulfillment or performance of any terms or provisions of this
Agreement is delayed or prevented by revolution or other civil disorders, wars,
acts of enemies, strikes or labor disputes involving third par-ties, fires,
floods, acts of God, federal, state, or municipal action, statute, ordinance or
regulation, or, without limiting the foregoing, any other causes not within its
reasonable control, and which by the exercise of reasonable diligence it is
unable to prevent, whether of the class of causes hereinbefore enumerated or
not. Nothing contained herein shall limit Customer's obligation to pay for
Services actually received.

20. DATA SERVICES RELIABILITY AND RESPONSIVENESS Subject to the
nonoccurrence of a force majeure and the performance of Customer's obligations
described in this Agreement, M&I agrees that the services will be provided in
accordance with the following standard. M&I will initiate batch processing
transmission to Customer or make the processed items and reports available for
delivery within six (6) hours after receiving all input data from Customer, and
with such performance being achieved a minimum of ninety percent (90%) of the
time measured over a calendar month. M&I will ensure that its on-line network
is available for the processing of Customer's on-line transactions at a minimum
of ninety-five percent (95%) of the time measured over a calendar month at the
point of departure from M&I's communications controller. Upon receipt of data
transmitted by Customer at M&rs communications controller, M&I will process the
transaction within 2.5 seconds for teller transactions and within 4.0 seconds
for CRT transactions at a minimum ninety-seven percent (97%) of the time
measured over a calendar month. Customer will notify M&I in writing if this
level of performance is not achieved, and M&I shall have ninety (90) days to
meet this performance standard. If after ninety (90) days the performance
standard still has not been met, the Customer's sole remedy shall be to either
(a) terminate the Agreement without payment of any contract buyout upon giving
M&I written notice within thirty (30) days after the expiration of the ninety
(90) day cure period, or (b) accept such deficient levels which M&I does
achieve. M&I assumes no other liability, express or implied, with respect to
its obligations set forth in this paragraph. Notwithstanding the foregoing to
the extent M&I's performance falls below the performance standard set for the
above and the resulting performance constitutes a violation of the provision of
Section 16a, Customer retains its rights thereunder to terminate this Agreement
for a default.

21. CONTRACT BUYOUT

a. Customer may terminate this Agreement at any time by giving M&I at
least one hundred eighty (180) days' prior written notice and paying M&I forty
percent (40%) of the total estimated remaining unpaid monthly processing fees.
For the purpose of this computation, total estimated remaining unpaid monthly
processing fees shall be equal to the mean average of the total monthly fees
paid in the three (3) months preceding the termination notice, multiplied by
the number of months remaining in the Agreement.

b. The contract buyout amount set forth above shall be paid prior to
the deconversion of any affected accounts. The contract buyout amount shall be
paid by Customer regardless of the form by which the termination occurs.

c. Customer may terminate this Agreement in accordance with the
provisions of Section 13d by paying M&I thirty percent (30%) of the total
estimated remaining unpaid monthly processing fees. For the purpose of this
computation, total estimated remaining unpaid monthly processing fees shall be
equal to the mean average of the total monthly fees paid in the three (3)
months preceding the termination notice, multiplied by the number of months
remaining in the Agreement.

22. IRS FILING. Customer has complied with all laws, regulations,
procedures, and requirements in attempting to secure correct tax identification
numbers (TINs) for Customer's payees and agrees to attest to this compliance by
an affidavit provided annually. Customer authorizes M&I to act as Customer's
agent and sign on Customer's behalf the Affidavit required by the Internal
Revenue Service on Form 4804, or any successor form.

Customer acknowledges that M&I's execution of the Form 4804 Affidavit
on Customer's behalf does not relieve Customer of responsibility to provide
accurate TINs or liability for any penalties which may be assessed for failure
to comply with TIN requirements. Customer agrees to hold M&I harmless from any
liabilities, claims, expenses, penalties, or damages (including attorneys'
fees) which may be assessed or incurred as a result of the failure to comply
with TIN requirements.

23. EXPENSE REIMBURSEMENTS. Customer agrees to reimburse M&I for all
out-of-pocket expenses (travel, lodging, meals, long distance telephone calls,
and printing and copying charges) reasonably incurred in connection with the
conversion of Customer's accounts to the M&I system. The reimbursement of such
expenses is in addition to conversion charges which may arise after the
conversion, or with respect to accounts which are not currently customer
accounts which are to be converted to the M&I system. M&I shall estimate such
expenses in advance, and Customer shall pay such expenses upon execution of
this Agreement. M&I shall provide Customer with a summary invoice of actual
expenses, and any adjustments shall be paid upon delivery of the invoice.

24. FINDER'S FEES. M&I will provide Customer with a credit which may be
used to offset data processing fees for Services (excluding Miscellaneous Fees)
in an amount equal to one (1) month's processing fees for Customer's
correspondent or affiliated institutions whose data was not being processed by
M&I, but will be processed by M&I utilizing remote input processing sites owned
by Customer; provided, however, that the credit shall not exceed fifty thousand
dollars ($50,000) for any individual bank, or more than one hundred thousand
dollars ($ 100,000) for any group of banks or bank holding company.

If Customer introduces a lead to M&I, which M&I was not previously
working, and Customer assists M&I by introducing the prospect to M&I, followed
by Customer assistance and involvement in the selling process (not limited to
Customer site visits, referrals, presentations, etc.) for the purpose of
selling M&I Services, and the financial institution signs a processing
agreement with M&I, M&I will credit Customer an amount equal to one (1) month's
processing fees of the new customer, which may be used to offset data
processing fees for Services (excluding Miscellaneous Fees) provided M&I agrees
in advance to pay such compensation to Customer. The Finder's Fee, as described
above, shall be based upon and payable after the first month's use of the
ordinary Services following the completion of all conversions of the new
financial institution as proposed. The credit shall not exceed fifty thousand
dollars ($50,000) for any individual bank, or more than one hundred thousand
dollars ($100,000) for any group of banks or bank holding company.

25. PRODUCT SUPPORT. Customer agrees to maintain a staff of individuals who
are trained and understand the system used to provide the Services required for
M&I to provide the ongoing Services. The individual's will have primary
responsibility for assisting and guiding the Customer's user community in the
proper use of the systems, and providing first line of support to the users
after conversion. The primary contact with M&Is technical, operational, and
product support staff will be through these individuals.

26. CONVERSION OBLIGATIONS. Both parties agree to make a good faith effort
to convert Customer's data in a timely fashion and to perform the conversion in
accordance with the responsibilities set forth in the M&I Conversion Manual,
the Conversion Schedule, and this Agreement. Customer agrees to maintain an
adequate staff of persons who are knowledgeable with the systems currently used
by Customer to process data. Customer further agrees to provide such Services
and perform such obligations as are contemplated by the M&I Conversion Manual
and the Conversion Schedule, and as necessary for Customer to timely and
adequately perform its obligations herein and therein. Customer shall pay or
reimburse M&I for all out-of-pocket expenses and on a time- and- materials
basis for any of its personnel, or any independent contractors, who perform
conversion or related services (including items identified as Customer
Responsibilities in the Conversion Manual) for Customer. Customer further
agrees to cooperate fully with all reasonable requests of M&I necessary to
effect the conversion in a timely and efficient manner. Customer agrees to
reimburse M&I for all conversion charges whether for the initial conversion, or
for the subsequent conversion of additional accounts as they are incurred or
for the conversion of products not identified in the Proposal.

27. USE OF THE SERVICES. (a) Customer assumes responsibility for the
consequences of any instructions Customer may give M&L for Customer's failure
to properly access the Services in the manner prescribed by M&I, and for
Customer's failure to supply accurate input information; (b) Customer agrees
that it will use the Services in accordance with such reasonable policies as
may be established by M&I from time to time as set forth in any materials
furnished by M&I to Customer; (c) Customer agrees that, except as otherwise
permitted by M&I, Customer will use the Services only for its own internal
business purposes and will not sell or otherwise provide, directly or
indirectly, any of the Services or any portion thereof to any third party; and
(d) Customer agrees and represents that (1) this Agreement has been approved by
its board of directors, or that the officer executing this Agreement is
authorized to execute this Agreement by the Customer, (2) the performance of
this Agreement by the Customer will not affect the safety or soundness of the
Customer or any of its affiliates, and (3) this Agreement, and the obligations
evidenced hereby, will be properly reflected on the books and records of the
Customer, and the Customer will provide evidence of the same to M&I upon
request.

28. MISCELLANEOUS

a. Amendment. This Agreement, including the Schedules hereto, may be
amended only by an instrument in writing executed by the parties or their
permitted assignees.

b. Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other party, which such consent shall
not be unreasonably withheld, provided that M&I may freely assign this
Agreement to any company that is directly or indirectly (1) in control of M&I,
(2) under the control of M&I, or (3) under common control with M&I.

c. Section Headings. Section headings are for reference purposes only
and shall not affect the interpretation or meaning of this Agreement.

d. Notices. All communications or notices required or permitted by
this Agreement shall be in writing and shall be deemed to have been given at
the earlier of the date when actually delivered to an officer of a party or
when deposited in the United States mail, certified or registered mail, postage
prepaid, return receipt requested, and addressed as set forth on the signature
page, unless and until any of such parties notifies the others.

e. No Waiver of Performance, Failure by either party at any time to
require performance by the other party to claim a breach of any provision of
this Agreement will not be construed as a waiver of any right accruing under
this Agreement, nor affect any subsequent breach, nor affect the effectiveness
of this Agreement or any part hereof, nor prejudice either party as regards any
subsequent action.

f. Entire Agreement: Conflicting Provisions. This Agreement, together
with the Schedules hereto, constitutes the entire agreement between the
Customer and M&I with respect to the subject matter hereof. There are no
restrictions, promises, warranties, covenants, or undertakings other than those
expressly set forth herein and therein. This Agreement supersedes all prior
negotiations, agreements, and undertakings between the parties with respect to
such subject matter. In the event of any conflict between the terms of the main
body of this Agreement and any of the Schedules hereto, the terms of the main
body of this Agreement shall govern.

g. Execution in Counterparts. This Agreement may be executed
simultaneously in any number of counterparts, each of which shall be deemed an
original but all of which shall together constitute one and the same Agreement.

h. Enforceability. The invalidity or enforceability of any provision
hereof shall not affect or impair any other provisions.

i. Scope of Agreement. If the scope of any of the provisions of the
Agreement is too broad in any respect whatsoever to permit enforcement to its
full extent, then such provisions shall be enforced to the maximum extent
permitted by law and the parties hereto consent and agree that such scope may
be judicially modified accordingly and that the whole of such provisions of
this Agreement shall, not thereby fail, but that the scope of such provisions
shall be curtailed only to the extent necessary to conform to law.

j. Trust Services Option. Until July 1, 1993, Customer has the option
to contract for the Trust Services described in Exhibit A and based upon the
price schedule contained in Exhibit CHI, provided conversion to M&I Trust
Services occurs no later than. February 2, 1994.

(The remainder of this page has been intentionally left blank.)

desired response time. The cost of "M&I's network management" is covered by
M&I's modem 'monitoring fee schedule attached hereto as Schedule 1, as modified
from time to time. All data communication lines, modems, and related equipment
are the responsibility of the Customer.

D. Future expansion and/or changes in the data communication network
resulting in increased communication costs will necessitate an appropriate
increase.

E. Data communication costs are subject to periodic tariff adjustments
as dictated by various ongoing changes in communication facilities and local
and national communication providers.

F. M&I will order and install the following, as necessary (subject to
Customer's approval). Cost to be responsibility of Customer.

1. Backbone Memotec diagnostic modems.

2. Data compression devices.

3. Tail-circuit Memotec diagnostic modems.

4. Splitters.

5. Maintenance (modems, splitters, compression, etc.). 6. All
installation costs, lines, and equipment.

Estimated initial costs for equipment and data lines is attached
hereto as Schedule 1 to Exhibit C. Final due diligence and data line
configuration may alter the attached cost estimates.

III. TRUST SERVICES OPTIONS.

Customer shall pay for the Trust Services according to the following
schedule, but in no event less than twenty thousand dollars ($20,000) per year.

Trust System Training

$15,000 (At M&I, travel and installation costs during conversion
to be invoiced at actual cost.)

Trust Accounts as Defined in Exhibit A

Annual Fee = $95 per account per year

Miscellaneous Low-activity Accounts (Funeral Trusts, Land
Trusts, etc., no more than 10 percent of low-activity accounts
can receive quarterly statements.)

Annual Fee = $24 per account per year

A. The number of open accounts processed will be determined at year
end, and the appropriate cost will be used for the subsequent year. Any growth
due to merger, acquisition, or transfer from a similar system will result in an
immediate recount with the appropriate higher costs being passed to Customer on
the next billing cycle. Ile annual fee will be billed in equal monthly
installments.

B. M&I Data Services, Inc., reserves the right to charge separately
for new services added to the trust product after their conversion date. After
conversion, if Customer elects to use these features, they would be charged
based on the current standard price schedule for those services.

C. Any future outside (e.g., pricing services, communication charges,
not controlled by M&I) vendor costs which are passed through to M&I will be
passed to Customer and result in an offsetting price increase.

D. M&I Data Services, Inc., offers services not included in the annual
fee to Customer. Not included are: Performance Measurement, Extended History
(24 months), Extended Investment Review, Client Terminal Access, Custom
Programming, Additional On-site Training (after conversion), Documentation
(other than two original copies), M&I Workshops, ACH Processing Charges, Day
Vest, Deconversion Charges, Hardware/Software Consulting, Call Bond
Pass-through Charges, Corporate Action Pass-through Charges, Communication
Costs, Courier Costs, and Forms Costs. Exhibit B-2 included for reference.

E. Additional considerations of the M&I proposal:

TrustDesk TM Software three (3) copies are included at no additional
charge (standard monthly software maintenance of thirty-five dollars ($35) per
copy per month does apply).

EXHIBIT B-2
TRUST SYSTEM
1992 PRICE SCHEDULE

M&I reserves the right to charge separately for new services added to their
Trust Services after the Customer's conversion date of October 1, 1993. A
Customer's total charges consist of a base fee, usage charges, miscellaneous
charges, and vendor pass-through charges which are more fully described below.

A. Base Charge

1. Principal Holding Company Bank $765/month

2. Affiliate Bank(s) $200/month

B. Usage Charges

1. Account-related charges based on the number of accounts using the
feature listed:

a. Performance Measurement

1-30 accounts $130/month

31-60 accounts $250/month

61+ accounts $375/month

b. Record Storage (all customer data stored on M&I's computers).

1. Standard $.245/account/month

2. Extended History to 24 months $.06/account/month

3. Extended Investment Review
beyond 3 months $.005/account/month for each
month retained

c. 5500 Reporting $.28/account/month

2. Volume-related charges based on the amount of activity produced by
the customer.

a. Report Generation (any standard system report, identified in M&I
User Documentation Trust Report manuals, produced by the
customer for reporting, on-line viewing, or microfiche).

$2.45/1,000 lines generated

b. On-line Use (any access of an on-line screen for inquiry or
update of information).

$.020/access

c. On-line Statements (creation of an asset/transaction statement
or investment review for immediate printing at the customer
site).

$.90/statement

d. Microfiche (produced by M&I for the customer).

$130/original $.25/copy

e. E-mail (any letter created by a user and sent to another user).

$.15/letter created

(Any letter received and stored for later reference by a user.)

$.15/letter per day stored

f. Automated Trades (any trade processed by the customer
"Institutional Delivery" system).
$.23 per trade

g. Custody Processing*

1. Direct DTC participants only

a. Eligible trade processing $.06 per a-ado

b. PDQ settlement and DOs $.06 per trade

C. Confirm/Affirm processing - $.06 per a-ado

2. Piggyback participants only

a. Confirm processing $.06 per trade

h. Report Writer (is based on both the total number of accounts
processed by the Trust Department and the type of "report view"
selected). The charges shown are for each report produced.

HISTORY,
NAME/ ACTIVITY ACCOUNT SECURITY
ADDRESS FEE HOLDINGS OR HOLDERS
BROKER OF OR SECURITY SECURITY NAME/
NUMBER INFO ACCOUNT MEMO INFO HOLDERS ADDRESS
OF ACCOUNTS VIEW VIEW VIEW VIEW VIEW VIEW
----------- ---- ---- ---- ---- ---- ---------

0 to 1,000 $ 1 $ 2 $ 2 $ 3 $ 5 $ 20
1.001 to 2,000 $ 2 $ 3 $ 4 $ 6 $ 10 $ 40
2,001 to 5.000 $ 3 $ 4 $ 6 $ 10 $ 15 $ 60
5.001 to 10.000 $ 4 $ 5 $ 8 $ 15 $ 20 $ 80
10.001 to 50.000 $ 5 $ 6 $ 10 $ 20 $ 25 $100

i. Tape handling (any tape created for the customer by M&I or
processed from an outside source for the customer, e.g., mutual
funds, IRS tapes, custody reconcilement, fiduciary tax services,
payroll tapes).

$37.50 per tape

j. Client terminal access (allows outside trust customers to have
limited direct access to their information on the M&I Trust
System).

Setup charge $90 each
Monthly access
$65/terminal/month

k. Estimated tax payment tape filing with the IRS.

$450.00/quarter

C Miscellaneous Charges

These apply only if requested and used by the Customer.

1. Programming (for any custom programming to the M&I Trust
System).

Based on quote

2. Training (for any on-sift training/support. requested by the
Customer).

$60 per hour plus travel
and living expenses.

3. Documentation (M&I Trust Services user manuals).

$60 each volume $300 per
set

4. M&I workshops (classes offered at M&I's location).

$60 per attendee/per class

5. ACH $.055 per transaction

$25 per run

6. Loan System Interface (an automated daily bridge to the M&I
Loan System).

$150/per month " plus $.717
per loan per month

7. DayVest (daily on-line valuation of Common Trust funds).

$135/per month

8. Deconversion Charges for tapes provided in M&I format.

$ 1,000 per tape

9. Hardware/Software Consulting Services. Ile Customer is
responsible for obtaining, installing, and maintaining their
own equipment necessary to use the M&I Trust Service. This
includes but is not limited to controllers, terminals,
printers, PCs, and any software necessary to support said
equipment. Any time spent by M&I personnel in supporting the
customers hardware requirements will be billed at M&I
then-current programming rates plus expenses if any.

D. Vendor Pass-Through Charges

M&I currently uses several outside vendors to provide their trust
services. Any future outside vendor costs for now or existing services
passed through to M&I will be passed through to the customer.

1. Called Bond Notification

$.15/account/month $350
maximum per month (charged
quarterly)

2. Corporate Action Notification

$1.90/account per year
$6,600 maximum per year
(charged annually)

3. Communication Costs Une Charge Based on type of services
Modem Charge requested and the cost to Installation Charge
M&I for providing trust TYMNET Charges if applicable
services. COMDISCO Network Charge

4. Courier costs (for any delivery of printed materials or tapes
from M&I to the customer).

At cost

5. Forms costs (for any forms provided by M&I for the customer).

Vendor forms cost + 15
percent

IN WITNESS THERE0F, the parties have caused this Agreement to be executed in
their names as of the date first above written.

M&I DATA SERVICES, INC. ("M&I") 000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
By: /s/ Xxxxxx X Xxxxxxxxxx
Name: Xxxxxx X Xxxxxxxxxx
Title: Senior Vice President

M&I DATA SERVICES, INC. ("M&I") 000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President

TEAMBANC, INC. ("Customer")
0 Xxxxx Xxxxx
Xxxxx, XX 00000
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: President

MIAMI COUNTY NATIONAL BANK ("Customer")
0 Xxxxx Xxxxx
Xxxxx, XX 00000
By: /s/ Xxxxxx X. Xxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxx
Title: President

IOLA BANK AND TRUST COMPANY ("Customer")
000 Xxxx Xxxxxxx
Xxxx, XX 000000
By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: President

AUTHORIZATION AGREEMENT

The undersigned ("Customer") hereby authorizes M&I Data Services, Inc., ("M&I")
to initiate debit entries and to initiate, if necessary, credit entries and
adjustments for any excess debit entries or debit entries made in error, to
customer's account indicated below and the depository named below, to debit
and/or credit the same such account.

This authority is to remain in full force and effect for the period coinciding
with the term (and any renewals thereof) of the Data Processing Services
Agreement made the 22nd day of December 1992. and any addenda thereto (the
"Agreement"), pursuant to the terms and conditions specified in the Agreement
dated December 22, 1992.

DEPOSITORY NAME:

ADDRESS:

CITY/STATE/ZIP:

TELEPHONE NUMBER:

ROUTING TRANSIT NUMBER:

ACCOUNT NUMBER:

M&I DATA SERVICES, INC. ("M&III)
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, X0 00000
By: /s/ Xxxxxx X. Xxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxx
Title: Senior Vice President

M&I DATA SERVICES., INC. ("M&I")
000 Xxxxx Xxxxx Xx
Xxxxxxxxx, XX 00000
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President

TEAMBANC, INC. ("Customer")
0 Xxxxx Xxxxx
Xxxxx, XX 00000
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: President

ATTORNEY-IN-FACT APPOINTMENT

Customer hereby appoints M&I Data Services, Inc. ("M&I") as customer's
attorney-in-fact and empowers M&I to authorize the Internal Revenue Service
(IRS) to release informational documents supplied to the IRS by M&I to states
which participate in the "Combined Federal/State Program." Customer agrees to
hold M&I harmless from any liabilities, claims, expenses, penalties, or damages
(including attorneys' fees) which may be assessed or incurred as a result of
the release of information.

TEAMMANC, INC. ("Customer")

By: /s/ Xxxxxxx X. Xxxxxx

ATTORNEY-IN-FACT APPOINTMENT

MIAMI COUNTY NATIONAL BANK ("Customer")

By: /s/ Xxxxxx X. Xxxxxxxxxx

ATTORNEY-IN-FACT APPOINTMENT

XXXX BANK AND TRUST COMPANY
("Customer")

By: /s/ Xxxxx X. Xxxxxx

AFFIDAVIT

STATE OF Kansas )
)
COUNTY OF Miami ) SS.

I, Xxxxxxx X. Xxxxxx being first duly sworn, on oath, depose Customer's
Representative and say:

1. I am an employee of TeamBanc, Inc. I have personal knowledge of my
employees practices with regard to procuring and reporting tax identification
numbers (TINs) and authority to execute this Affidavit on my employer's behalf.

2. TeamBanc, Inc., has complied with all laws, regulations, procedures, and
requirements in attempting to secure correct TINs for its payees. This
compliance has been pursued with due diligence, and any failure to secure
correct TINs is due to reasonable cause.

/s/ Xxxxxxx X. Xxxxxx
Customer's Representative

Subscribed and sworn to before me this day 22nd of December 1992.

/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Notary Public

My Commission expires: 11/25/93

XXXXXXXXX

XXXXX XX Xxxxxx )
)
COUNTY OF Miami ) SS.

I, Xxxxxxx X. Xxxxxx being first duly sworn, on oath, depose Customer's
Representative and say:

1. I am an employee of Miami County National Bank. I have personal
knowledge of my employees practices with regard to procuring and reporting tax
identification numbers (TINs) and authority to execute this Affidavit on my
employer's behalf.

2. Miami County National Bank has complied with all laws, regulations,
procedures, and requirements in attempting to secure correct TINs for its
payees. This compliance has been pursued with due diligence, and any failure to
secure correct TINs is due to reasonable cause.

/s/ Xxxxxx X. Xxxxxxxxxx
Customer's Representative

Subscribed and sworn to before me this day 22nd of December 1992.

/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Notary Public

My Commission expires: 11/25/93

XXXXXXXXX

XXXXX XX Xxxxxx )
)
COUNTY OF Xxxxx ) SS.

I, Xxxxx X. Xxxxxx being first duly sworn, on oath, depose Customer's
Representative and say:

1. I am an employee of Xxxx Bank and Trust Company. I have personal
knowledge of my employees practices with regard to procuring and reporting tax
identification numbers (TINs) and authority to execute this Affidavit on my
employer's behalf.

2. Xxxx Bank and Trust Company has complied with all laws, regulations,
procedures, and requirements in attempting to secure correct TINs for its
payees. This compliance has been pursued with due diligence, and any failure to
secure correct TINs is due to reasonable cause.

/s/ Xxxxx X. Xxxxxx
Customer's Representative

Subscribed and sworn to before me this day 22nd of December 1992.

/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Notary Public

My Commission expires: 3/27/93

SCHEDULE

M&I ON-LINE AVAILABILITY

The following is a list of standard hours of availability by each on-line
service. All times are CST/CDT.

(Cardholder (CRT Maintenance)
Monday - Thursday 7:00 a.m. - 6:45 p.m.
Friday 7:00 a.m. - 9:30 p.m.
Saturday 7:00 a.m. - 4:30 p.m.
CIS & Deposit System
(Maintenance and Dollar Transactions)
Monday - Thursday 7:00 a.m. - 6:45 p.m.*
Friday 7:00 a.m. - 9:30 p.m.*
Saturday 7:00 a.m. - 4:30 p.m.
Data Entry
(Account Reconciliation System)
Monday - Friday 7:00 a.m. - 10:00 p.m.
Data Entry
(Financial Control)
Monday - Thursday 7:00 a.m. - 11:00 p.m.
Friday 7:00 a.m. - 12:00 Midnight
Saturday 7:00 a.m. - 4:30 p.m.
Decision Management System
Monday-Thursday 7:00 a.m. - 6:45 p.m.
Friday 7:00 a.m. - 9:30 p.m.
Saturday 7:00 a.m. - 4:30 p.m.
Data Entry
Monday-Friday 7:00 a.m. - 5:00 p.m.
Financial Control On-line
Monday-Friday 7:00 a.m. - 8:00 p.m.
Saturday 7:00 a.m. - 4:30 p.m.
Loan System
(CRT Maintenance)
Monday-Thursday 7:00 a.m. - 6:15 p.m.
Friday 7 00 a.m. - 8:30 p.m.
Saturday 7:00 a.m. - 4:30 p.m.

o Management Information Service
Monday-Thursday 7:00 a.m. - 6:45 p.m.
Friday 7:00 a.m. - 9:30 p.m.
Saturday 7:00 a.m. - 4:30 p.m.
(Except Money Market Info.)
o Teller Terminals
Monday-Thursday 7:00 a.m. - 7:00 p.m.
Friday 7:00 a.m. - 9:30 p.m.
Saturday 7:00 a.m. - 4:30 p.m.

*CIS access to loan data is based on Loan System hours of availability.
West Coast availability for CIS, Loans, and Deposits for Monday-Friday is 8:00
a.m.-10:00 p.m., CST/CDT.

EXHIBIT A
TEAMBANC, INC.
MIAMI COUNTY NATIONAL BANK
XXXX BANK AND TRUST COMPANY

Products and Services Included in Fixed Monthly Fee

Deposit Services
Base Fee
Demand Accounts
Money Market Accounts
NOW Accounts
Savings Accounts
Time Deposit Accounts
Transaction Processing
ACH Origination and Receiving
Employee Security Processing
Exception Processing
Kiting Suspect Detection
Retirement Account Reporting
Overdraft Checking (PRA)/Line of Credit
Retention of Transactions
- Regular Demand Current Cycle Plus One
- Savings Current Cycle Plus One
- CDs Annually
Closed Account Up to 30 Days
Sweep Account Processing

LOAN SYSTEM
Base Fee
Account Processing
Commercial Loans/Note
Installment Loans/Note
Mortgage Loans/Note
Purchased Loans
Revolving Credit
Commitments
Escrows
Fee Processing
Participations
Reserves (Dealer, Insurance)
ACH Originating
Charge-offs
Collateral Processing
On-line Collections
Coupons
Escrow Analysis
Investor Reporting
Loan Origination and Tracking

TICKLER SYSTEM

SAFE DEPOSITS
Base Fee
Boxes
29

Platform and Teller Services
M&I PCTeller (20 copies)
Salespartner (26 copies) (Monthly maintenance fee of $35 per copy for
26 copies is included in initial Fixed Fee. Additional copies will
increase monthly Fixed Fee.)
On-line Teller
On-line Dollar
Sunday On-line Availability
Large Currency Transaction Reporting
Tellerlink

Financial Control System
Basic Features
Interface to Core Systems
On-line Inquiry and Maintenance
Standard Descriptions (MICR Capture)
Historical Data Storage

Customer Information System
Basic Features Additional CIS Services Marketing Analysis Combined
Statements Deposit Plus CSF Statements Base Fee

AUTOMATED FUNDS TRANSFER

INTEGRATED FUNDS MANAGEMENT SYSTEM

PROFITABILITY AND MANAGEMENT SUPPORT
Account Analysis

ACH RECEIVING AND ORIGINATION

IRS REPORTING
All Inclusive Reports
Year-end Notices 1099 (printed in Milwaukee and per current fee
schedule in effect)

EFT SERVICES
Basic Features
Network Administration Fee
Ongoing Monthly Support for three (3) ATMs (additional ATMs per
current fee schedule)
Cardbase Management
Base Fee
Cardholders
Transaction Authorization (On-us ATM Transactions)
Switching of Foreign Transactions Per Current Fee Schedule in Effect
Ongoing issuing costs of cards, PINs, postage, stuffing, and mailing
will remain a customer cost. Interegional switching and settlement
charges will continue to be a customer-borne cost.

MCIF (Marketing Central Information File
Base fee for up to 30,000 MCIF accounts is included

INFO CENTER
Base Fee
Application Extracts
Deposit Systems
Financial Control - Daily
Loan System
CIS Customer Files
Usage Fee*
XXXXX/CIS Marketing Analysis System
Call Reporter Download (1)
ALM Download (1)
Data Transfer Facility (DTF) (1)
XXXXX Download Facility (1)
XXXXX Standard/Canned Reports

(1) (All downloads and transfers are per M&I standards and to various M&I
certified third-party software products and vendors.
Training/educational fee(s) and/or class fees are not included.)

OUTPUT

Daily Microfiche (Original plus one copy.) Statements (Transmission of
the statements file to customer's site.) Daily/Monthly Reports Transmitted and
Printed at Customer Site (All reports, notices, checks, etc., printed at an M&I
site are per the current fee schedule in effect at the time of use.)

ORV ON-LINE REPORT VIEWING*

E-MAIL/(OCCID
M&I Office Communication H (Electronic Mail)

EXECUVISION TM
Monthly maintenance of $90 for one copy is included in the initial
Fixed Fee.

*On-line Report Viewing (ORV), and XXXXX Report Writer, total usage will be
included in the fixed fee for the first year. During this period, the
average monthly usage will be established. Ibis amount will then be
included in the ongoing fixed monthly fee. Usage above this first year
average will adjust the monthly fixed fee. Additional banks that are
acquired will also have an unlimited use of ORV and XXXXX for one year to
establish their respective usage to be included in the fixed fee.

The services described herein refer only to the processing and reporting
services for Estates, Trust Under Will, Court Accounts, Trusts Under Agreement,
Insurance Trusts, Agencies, Custodian/ Safekeeping, Corporate Trusts,
Pension/Profit Sharing accounts and Internal accounts including Common Trust
Funds (CTF) and Collective Investment Funds (CIF). In the event Customer does
contract for Trust Services option:

I M&I shall provide complete processing services for the Customer as
more fully described in the Trust System Documentation manuals.

a. User Manual Volume 1
b. User Manual Volume 2
c. Reports Usage Manual 1
d. Reports Usage Manual 2
e. Appendix
f. Special Processing Volume 1
g. Special Processing Volume 2
h. Special Processing Volume 3
i. Special Processing Volume 4

M&I will provide Customer with two complete sets of user documentation
manuals at no charge.

2. M&I shall maintain a customer support center as part of their services
to the Customer. The support center will maintain a toll free (800)
number and be staffed from 8 am. to 5 p.m., CST, CDT Monday through
Friday excluding national holidays.

3. M&I shall perform training as defined in the M&I Conversion Manual,
and training will be completed at M&I's location as further outlined
in said manual.

32
EXHIBIT B

M&I Data Services, Inc.
000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000-0000 Tel 0-000-000-0000

M&I
DATA SERVICES, INC.

CUSTOMER PRICE LIST
(Effective March 1, 1992)

This list is intended for the use of M&I Data Services, Inc., and its customers
only. No other distribution or usage is permitted.

NOTE: Except where noted, all rates are assumed to be monthly.

1992
PRICE LIST
Table of Contents

SERVICE PAGE

Deposit Services 1-2
Loan Services 3-4
Teller/Platform Services 5
Customer Information System (CIS) 6
Financial Control (General Ledger) 7
EFT Services 8
INFO Center 9-11
INFO Center/ExecuVision
Item Processing
Bulk Filing 12
Proof of Deposit (POD) 12
Remote Site Support 12
Other Services
Audit Services 13
Automated Clearing House (ACH)- Receiving 13
Automated Funds Transfer (AFT) 13
Disaster Recovery 13
Discount Brokerage 13
Custom Statement Formatter 13
IRS Reporting 14
Maintenance/Support 14
Management Information Service 14
Profitability and Management Support 14
Safe Deposit 14
Six-Day Processing 14
Tickler System 15
User-Defined Security 15
Output 16
MICARD, Services
Cardholder Services 17
Cardholder Supplies 17
Merchant Services 18
Merchant Supplies 18
Debit Card Price List 19
Cardholder Services 19
Cardholder Supplies 19
MICASH TM Corporate Cash Management Services
Account Reconciliation 20
Auto Check Pay 21
Automated Clearinghouse (ACE) Originating 21
Controlled Disbursement 21
EDI Receiving 22
Management Information Link 22
MICASH Control System 22
TYMNET Communications Network 23
Additional Services 24
Late Fees 24
Interim Processing Service 24

DEPOSIT SERVICES:
Units Rate

Base Fee per institution $ 150.00
Demand, Money Market, Savings. 14OW per open account .205
Time Deposit (Levels 1-4) Accounts per open account .150
Deposits per deposit .105
Expedited Funds Availability per float transaction .005
Reject Items per Item .075
Transaction Processing
1 - 250,000 per transaction .032
250,001 - 500,000 per transaction .029
500,001 - 750,000 per transaction .026
750,001 - 1,000,000 per transaction .025
Over 1,000,000 per transaction .023
Remote Site Credit(l) per transaction (.0105)

Additional Deposit Services

ACE Originating per transaction .07
Automated Product Conversion per keyword .06
Automatic Branch Change per keyword .06
Employee Security Processing per institution 100.00
Exception Processing
Base Fee per institution 50.00
On-line Exceptions per transaction .000
Xxxxxxxx Posting per item .0555
Kiting Suspect Detection(2) per account analyzed .001
Minimum Fee 25.00
Money Talks per transaction/inquiry .016
Retirement Account Reporting
Base Fee per institution 40.00
1 - 20,000 per XXX account .42
20,001 - 40,000 per XXX account .37
Over 40,000 per XXX account .32
Overdraft Checking(PRA)/Line-of-Credit per active account .48
Retention
Closed Account per account .04
Cycle - 12 months (includes History
Analysis Report R-2830) per account .07
Minimum Fee per institution 25.00
Transaction Retention per 1,000 transactions/day .045
Sweep Account Processing
Base Fee per institution 45.00
Accounts per account .08
Relationship Service Charging per account .06

(1) Credit received on items captured at the customer site. Credit does not
apply to live log transactions.

(2) $25.00 minimum per institution.

Page 1

LOAN SERVICES

Units Rate

Base Fee per institution $ 150.00
Accounts
I - 30,000 per account .157
Over 30,000 per account .152
Notes
Loans (Commercial, Installment, per note .52
Mortgage, Purchased Loans, Student Loans)
Floor Plan per note .67
Revolving Credit per note .55
Revolving Credit Statement per statement .05
Commitments per commitment .105
Escrows per escrow .065
Fee Processing per fee segment .055
Participations per participation .12
Reserves (Dealer, Insurance) per reserve .04

Additional Loan Services

ACH Originating per transaction .07
Charge-Offs per charge-off .28
Collateral Processing
Base Fee per institution 170.00
Items per collateral item .17
Coupons per coupon book ordered .05
Escrow Analysis
Base Fee per final run 20.00
Analysis Test per note analyzed .10
Analysis Final per note analyzed .20
Escrow Disbursement
Base Fee per mass disbursement 20.00
Transaction per transaction .03
Automated Tax/Insurance Tapes(l) per tape 50.00
per account .03

Investor Reporting (Laser, MIDANET) per institution/ 250.00
(Standard, Stand-alone) per program
Investor Reporting (Expanded)(2)
Payment Level 1 (actual principal per participation .17
and interest)
Payment Level 2 (scheduled interest per participation .19
and actual principal)
Payment Level 3 (scheduled principal per participation .21
and interest)
Payment Xxxxx 0 (XXXX) xxx xxxxxxxxxxxxx .00
XXXX Processing per tape 75.00
Loan Origination & Secondary Marketing per transaction Contact Account
Manager
Purchased Loans per segment .12
Credit Bureau Tapes per credit bureau 39.00
Insurance Tapes per company 39.00

(1) Setup fee $250 for existing reporting-per municipality or company; time and
materials for new reporting.

(2) Refer to Output Section for investor check charges.

Page 3
36

TELLER/PLATFORM SERVICES

Units Rate

On-line Teller
Base Fee(l) per institution 65.00
Accounts(2) per account .05
Live Log Transactions per transaction .021
Outstanding No-book Transactions(3) per transaction .0025
On-line Dollar
Base Fee per institution 40.00
Accounts(2) per account .025
Live Log Transactions per transaction .021
Sunday On-line Availability(2) per account .01
Teller Platform System (4)
Base Fee Per Controller
Vboss per institution 100.00
Other (IBM, ISC) per institution 50.00
Salespartner Maintenance Fee (PC-based) per PC 35.00
Large Currency Transaction Reporting per institution 50.00
Tellerlink per institution 100.00
Teller Trial Balance (R-0200) per report 25.00

(1) Fee includes logical end-of-day and on-line dollar.
(2) Includes Demand, Line of Credit, Money Market, NOW, Savings, and Time
Deposit (Level 1-3) accounts.
(3) Produces monthly report at no charge. Additional No-Book Reports (R-0202)
produced at a cost of $15.00 per report.
(4) Refer to your account manager for start-up fee.

Page 5

FINANCIAL CONTROL

Units Rate

Base Fee per institution $ 100.00
Detail Accounts per account .5350
Transactions per transaction .0385
Additional FC Services
Cost Accounting
Base Fee per run 50.00
Allocations per allocation .05
Generalized Interface
Base Fee per institution 140.00
Control Totals per parameter .026
Consolidated Transactions per transaction .033
Historical Data Storage(l) per additional year 100.00
On-line Inquiry and Maintenance
On-line Account Inquiry per detail account .036
On-line Report Inquiry(2) per institution 100.00
On-line Transaction History
($25.00 minimum) per transaction .012
Standard Descriptions (MICR Capture) per institution 30.00

Reports (Refer to Output Section)

Budget Spread - GLR 512 per report 25.00
PC Budget Upload per upload 125.00
Diskette Fee per preformatted diskette 25.00
Charts of Accounts
Account Header and Detail List -
GLR 960(3) per report 25.00
Indented Chart of Accounts - GLR 962 per report 25.00
Center Sequence (All Accounts) -
Chart Comparison (FINO10) per report .50.00
Consolidation Report - GLR 321-325 per set of reports 100.00
Detail Account Analysis - GLR 370
Weekly per account 15.00
Month-to-Date per additional report 50.00
Year-to-Date per report 100.00
Annual per report 150.00
Additional Copies per copy 75.00
Detail Quarterly Analysis - GLR 970 per report 50.00
Consolidated Quarterly Analysis - GLR 975 per report 100.00
Financial Statements (Monthly)
GLR 303, 310-312 per additional request 25.00
Full Print of Master Records GLR 950 per report 25.00
Individual Cost Center
Monthly GLR 380 per month No Charge
Daily per cost center 25.00

(1) Current and prior two years provided at no charge. Two additional years
provided at $100.00 per mouth for each year retained.
(2) Cost includes all financial control reports with the exception of GLR 220,
GLR 240, and GLR 250. These reports are available at a cost of $.Ol per
detail account.
(3) One copy provided at no charge on a quarterly basis.

Page 7

INFO CENTER

XXXXX Units Rate

Base Fee(l) per contact person $ 50.00
Application Extracts(2)
Deposit System(3)
1 - 25,000 accounts per account .0124
25,001 - 50,000 accounts per account .0103
50,001 - 100,000 accounts per account .0085
100,001 - 200,000 accounts per account .0069
Over 200,000 accounts per account .0055
Financial Control - Daily
1 - 1,000 accounts per account/cost center .080
1,001 - 3,000 accounts per account/cost center .065
3,001 - 5,000 accounts per account/cost center .050
Over 5,000 accounts per account/cost center .033
Financial Control - Monthly
1 - 1,000 accounts per account/cost center .038
1,001 - 2,000 accounts per account/cost center .026
2,001 - 5,000 accounts per account/cost center .016
Over 5,000 accounts per account/cost center .010
Loan System(3)
1 - 2,500 accounts per account .0297
2,501 - 5,000 accounts per account .0259
5,001 - 10,000 accounts per account .0221
10,001 - 20,000 accounts per account .0183
Over 20,000 accounts per account .0145
CIS Customer Files(3)
1 - 25,000 customers per customer .0069
25,001 - 50,000 customers per customer .0065
50,001 - 100,000 customers per customer .0061
100,001 - 200,000 customers per customer .0057
Over 200,000 customers per customer .0053
Cardbase Management - Daily per account
1 - 15,000 accounts per account .0070
15,001 - 30,000 accounts per account .0066
30,001 - 50,000 accounts per account .0062
Over 50,000 accounts per account .0058
Secondary Marketing - Daily per account .018
XXXXX/CIS Marketing Analysis System(4)
Setup and Customization, Fee one time 375.00
Base Fee per run 125.00
MAS Report Package per customer/per run .0047
XXXXX/CIS 14AS File per customer/per mouth .0009

(1) Includes the INFO Center newsletter, one hour of hotline support, product
updates, and user conferences. Required for XXXXX users.
(2) Based on total accounts or customers on file for the application. A
reconversion fee of $350 will be assessed on institutions which have
deconverted from XXXXX or a XXXXX Application Extract and request the
service again.
(3) Extracts occur twice per mouth. More frequent extracts are available.
Contact the INFO Center for price information.
(4) MAS Report Package can be produced monthly, quarterly, semiannually, or
annually. The HAS file is updated with each run of the Report Package and
is always available. The rates charged for the MAS Report Package are
charged when run. The HAS file fee is charged monthly.

Page 9

INFO CENTER/EXECUVISION TM

Unit Rate
Software License

1 copy per copy 5,995.00
2-10 copies per copy 4,795.00
11-20 copies per copy 4,195.00
20+ copies per copy 3,595.00
Mainframe Setup (required) per connection 800.00
Monthly Maintenance 1.5% of first license price per copy

Page

OTHER SERVICES

Audit Services Units Rate

Account Verification
Base Fee per account category $ 90.00
Positive or Negative Verification per account .28
Trial Balance per report 25.00
File Footings and History per application 25.00
Computer Assisted Audit Techniques
System Stratification Reports
Deposit System per request 100.00
Loan System per request 100.00
Financial Control per request 50.00
System Selection Reports
Deposit System per request 150.00
Loan System per request 150.00
Financial Control per request 150.00
IMS Security per request 25.00
Tapes per request 150.00
Blank Verification Forms
Negative 4074 per form .05
Positive 4075 per form .05
Letter 4090 per form .05
Consulting/Custom Programming per hour (1 hr. minimum) 100.00

Automated Clearing House (ACE) Receiving
Base Fee per institution 42.50
Records Stored per record .09
Transactions
1 - 3,000 per item .036
3,001 - 7,000 per item .033
7,001 - 12,000 per item .031
Over 12,000 per item .029
Automated Check Charge Processing
Base Fee per institution 10.00
Transaction Premium per transaction .025
Corporate Trade Payment
Dollar Item Record per item .04
Addenda Record per record .02
File Adjustments per correction 3.25
Incoming File Report per report 10.00

Automated Funds Transfer (AFT)
Base Fee' per institution 45.00
Accounts per account .077

Disaster Recovery
Base Fee per institution 30.00

Discount Brokerage
Base Fee per institution 40.00
Transaction Fee per transaction .22

Page 13

OTHER SERVICES

Units Rate

Account Analysis System (new-"AAS")(1)
Base Fee per institution 90.00
Statement Fee per statement .33
Account Fee per account .14
Customer Profitability System(2)
Base Fee per institution 75.00
Account per account .15
Customer per customer .31
Reanalysis per customer .31

Safe Deposit
Base Fee per institution 25.00
Boxes per box .07

Six-Day Processing (Deposit, Loan, FC)
Deposit(3) per account .047
Loan per note .068
Financial Control per detail account .105
Tickler System
Base Fee per institution 30.00
Items per item .055
User-Defined Security
Base Fee per institution 25.00
Application per screen 1.00

(1) Consult with account manager for conversion costs.

(2) Requires bank to be using the Customer Information System (CIS).

(3) Includes Demand, Savings, NOW, Money Market, Time Deposit (Level 1-4), and
Line of Credit accounts.

Page 15
42

MICARD SERVICES - CARDHOLDER

Cardholder Services Units Rate

Base Fee per institution $ 95.00
Account Support Fee per account 1.57
Statements(l) per statement .65
Lockbox Service per payment .054
Payment Entry per payment .135
Transaction Processing per transaction .044
Authorizations per request .17
Card Issuance - First(l) per card .775
Card Issuance - Additional Cards per card .25
Temporary Rush Card - Production Fee(3) per card 20.00
Lost/Stolen Cards Reported per card 7.50
Combined Warning Bulletins(2) per listing .65
(single region U.S.)
Letters Printed(l) per letter .515
Compliance Fees percentage of gross sales .000799
(includes franchise) - VISA
Compliance Fees percentage of gross sales .000999
(includes franchise) - MasterCard and cash advances
CIS Interface per institution 45.00
Business Card Reporting(4) per institution 175.00

Cardholder Supplies

Plastics - Regular per card .50
Plastics - Gold per card 1.15
Plastics - Custom per card Per Quote
Hot Stamp Die per die Per Quote
Graphics per design Per Quote
Card Application Holder per holder 1.75
Applications - Regular per application .25
(300 minimum)
Applications - Gold per application .60
(300 minimum)
Gold Brochures per brochure .80
Business Card Features and Benefits per brochure .75

(1) Includes postage and envelopes.
(2) Multiple listings/foreign-listings available at an additional charge.
(3) Shipping charges for temporary or rush cards will be passed through.
(4) New business card pricing will be announced later this year along with
announcement of expanded product features.

NOTE: Special Assessments, fines, and other fees from MasterCard and/or VISA
will be passed through at cost.

Page 17

XXXXXX xx SERVICES - DEBIT CARD

Cardholder Services Units Rate

Base Fee per institution $ 95.00
Account Support Fee per account .49
Balance File Updates per account .12
Transaction Processing per transaction .057
Authorizations per request .17
Card Issuance - First(l) per card .775
Card Issuance - Additional Cards per card .25
Temporary Rush Card Production Fee per card 20.00
Lost/Stolen Cards Reported per card 7.50
Combined Warning Bulletins per listing .65
(single region U.S.)
Compliance Fees percentage of gross sales .000799
(includes-franchise) - VISA
Compliance Fees percentage of gross sales .000999
(includes franchise) - MasterCard and cash advances
Transaction/Balance Transmission per day, per transmission 4.75

Cardholder Supplies

Plastics - Regular per card .50
Plastics - Gold per card 1.15
Plastics - Custom per card Per Quote
Hot Stamp Die per die Per Quote
Graphics per design Per Quote
Agent/Cardholder Setup for Standard Plan 600.00
Minimum Monthly Fee 300.00

(Minimum monthly fee does not include the following: Base, Compliance,
Authorizations, Interchange, Transmission, Additional. programming,
Equipment, Training, or Special fees.)

(1) Includes postage and envelopes.

NOTE: Special Assessments, fines, and other fees from MasterCard and/or VISA
will be passed through at cost.

Page 19

MICASH tm
CORPORATE CASH MANAGEMENT SERVICES

Automated Clearing House (ACE) Originating Units (per cycle) Rate

NACHA Format File Input:
Mainframe Transmission per run 16.50
Tape per run 20.00
Transaction Fee
1 - 1,000 per item .036
1,001 - 3,000 per item .033
Over 3,000 .031
PC Entry through PC ACH MICASH tm Control System(l)
Data Entry From Listing
Base Fee per run 45.00
Transaction Fee per item .25
File Corrections per correction 5.00
Manual Settlement Fee per entry 15.00
External Funds Transfer
Base Fee per institution 45.00
Accounts per account .077
TREM (Combination ACH/PAC Processing)
Tape or Transmission per run 34.00
ACH Items per item .036
PAC Items per item .08
Chargeback Reporting
Base Fee per month 25.00
Setups:
Tape: Standard NACHA File per company 125.00
(new sending point)
Nonstandard,File per company Per Quote
(new sending point)
Mainframe Transmission per company Per Quote
Chargeback Reporting per company Per Quote
Automated Balance Reporting
Direct Transmission to Customer(2)
Base Charge per account per day 2.00
Data Reported per field .10
Setup Fee per company Per Quote
To a Third Party
Base Charge per account per day 2.35
Data Reported per field .15
Setup Fee per company Per Quote
Through a Third-Party Network(3)
Base Charge per account per day 3.15
Data Reported per field .15
Setup Fee per company Per Quote

(1) Fees for PC-based ACH Origination services are outlined under MICASH tm
Control System.
(2) Transmission of a balance file to a customer's PC requires use of the
MICASH tm Control System Gateway software and the TYMNET Network. MICASH
tm Control System Gateway software has a monthly maintenance charge of $10
per copy. Software required to support transmissions to a customer
mainframe is dependent upon the type of mainframe used.
(3) This reporting is done through a third party to another third-party
network.

Page 21

MICASH tm
CORPORATE CASH MANAGEMENT SERVICES

MICASH tm Control System Units (per cycle) Rate

Setup Fees - Base System
MICASE TM Control System Platform per setup 75.00
Services:
PC ACH per setup 50.00
NACHA File Transfer per setup 100.00
Recon Paid File Transfer per setup 140.00
Recon Issue File Transfer per setup 140.00
Lockbox File Transfer per setup Per Quote
Balance Reporting File Transfer per setup Per Quote
Monthly Fees:
MICASO Control System Platform per copy 10.00
PC ACH per copy 10.00
Other Fees:
Transmission Fees per transmission 5.00
TYMNET Communication Fees
High Density per connect hour 12.00
Low, Medium Density per connect hour 15.00
PC ACH and NACHA File Transfer Fees
Transaction Fee per transaction .10
Fed Charges per transaction Pass Through
Balance Report File Transfer Fees
Per Account Reported per day 2.00
Per Field Reported per day .10
TYMNET Communications Network(l)
Usage Fee
High Density per connect hour 12.00
Low, Medium Density per connect hour 15.00

(1) The TYMNET Communications Network is available to all customers who either
receive or send data with a PC. It Is required when using the following
PC-based file transfer services:

ACE Origination
Balance File Download
Recon Paid File Download

Page 23

EXHIBIT C

I. The initial "Fixed Monthly Fee" may be increased upon either of the
following events:

A. The initial "Fixed Monthly Fee" of eighteen thousand seventy dollars
($18,070) per month includes processing of up to the aggregate of
thirty-five thousand (35,000) open and closed deposit accounts and loan
notes.

B. The "Fixed Monthly Fee" may be increased each February, with the first
possible increase on February 1, 1995, in accordance with the following:

I. The ongoing "Fixed Monthly Fee" is subject to an annual increase not to
exceed the greater of five percent (5%) or the Consumer Price Index (as
published by United States Department of Labor (all items-U]).

0.Xx addition to the annual increase described above, the "Fixed
Monthly Fee" will be increased according to the following schedule:

Total Number of Open and Closed Amount of Increase Added to the
Deposit Accounts and Loan Notes Then-current Fixed Monthly

0-35,000 $ 0

35,001 -37,000 $1,080

37,001 - 40,000 $1,550

40,001 - 44,000 $2,000

44,001 - 49,000 $2,400

49,001 - 55,000 $2,700

55,001 - 62,000 $2,900

62,001 - 70,000 $3,000

70,001 - 80,000 $3,500

80,001 Plus Per Future Quote

The total number of open and closed Deposit accounts and Loan notes
will be reviewed each February (after year-end closed accounts have
been purged in January) per the above schedule. Any increase to the
fixed monthly fee as a result of account volume growth will be
effective as of the February invoice. As the account volumes grow, the
amount of increase in the "fixed fee" will be cumulative. For example:
if account volumes increased from 35,000 to 40,000, the amount of
increase added to the Fixed Monthly Fee would be $2,630.

II. Communication Facility--is not included in the "Fixed Monthly Fee."

A. M&I will order and install a digital "point-to-point circuit" between
the M&I Xxxxx Deer facility and the operations center of Customer. M&I
will order and install a digital multidrop tail circuit.

B. All installation costs and ongoing monthly costs are the responsibility
of Customer.

C. M&I will provide "M&I's network management," to include, Network
Control, "NetView," and "NetSpy" for monitoring response time, line
loading, and line utilization. M&I will make recommendations to Customer
when hardware changes and/or line reconfigurations are needed in order to
maintain M&I's and Customer's

47
SCHEDULE 1 TO EXHIBIT C

TEAMBANC,INC

Preliminary Digital Communications Estimate

December 21, 1992

Data Communications Equipment
(BackboneCircuit)

1 Manotec: IDMFT556/19.2AR/DBU468 1 4,770.15 488.25 53.90 0.0053.90

2 Mcmotec: IDMFT556/19.2AS/DBU468 1 4,924.15 551.25 55.00 0.0055.00

3 Mernotec MC504 2 7,007.00 619.50 130.00 0.00 130.00

4 McmoLec: USD4000 1 685.30 42.00 3.96 0.00 3.96

(Extended Network)

5 Mcmotec IDM500S 2 2,148 315 40 30 70

6 Mernotec IDM500S 7 7,519 1,103 140 105 245

7 Memotec USD4000 3 2,055.90 126.00 11.88 0.00 11.88
---------- ---------- ---------- ---------- ----------
8 Subtotal 29,10985 3,244.50 434.74 135.00 569.74

Data Communication Circuits

9 AT&T 56KB (ASDS) Backbone Circuit 1 0.00 1.224.30 804.10 0.00 804.10

10 AT&T Digital Extended Multipoint Circuits 2 0.00 7,873.95 2,817.00 0.00 2,817.10

11 Switched circuits for Dial-Backup 2 0.00 315.00 66.00 0.00 66.00
---------- ---------- ---------- ---------- ----------
12 Subtotal 0.00 9,413.25 3,687.20 0.00 3,687.20

13 Total Communication Costs $29,109.86 $12,657.75 $ 4,256.94

M&I DATA SERVICES, INC.
COMMUNICATION PRICE LIST
NEW EQUIPMENT
(Equipment price list as of 4/1/92)

PURCHASE MONTHLY NETWORK
EQUIPMENT PRICE SUPPORT FEE
W/O TAX(1) Main. Support TOTAL

STANDALONE
9600 $2,196 $ 25 $ 35 $ 60
9600 DBU 2,554 25 35 60
9600 MUX 3,516 25 35 60
9600 MUX DBU 3,874 25 35 60
RACK MOUNTED
9600 1,881 25 35 60
9600 DBU 2,239 25 35 60
9600 MUX 3,428 25 35 60
9600 MUX DBU 3,786 25 35 60
STAND ALONE
14400 2,548 40 50 90
14400 DBU 2,908 40 50 90
14400 MUX 3,868 40 50 90
14400 MUX DBU 4,226 40 50 90
RACK MOUNTED
14400 2,460 40 50 90
14400 DBU 2,818 40 50 90
14400 MUX 3,780 40 50 90
14400 MUX DBU 4,138 40 50 90
STAND ALONE
19200 3,516 40 50 90
19200 DBU 3,874 40 50 90
19200 MUX 5,891 40 50 90
19200 MUX DBU 6,248 40 50 90
RACK MOUNTED
19200 3,428 40 50 90
19200 DBU 3,786 40 50 90
19200 MUX 5,803 40 50 90
19200 MUX DBU 6,160 40 50 90

IDM 500-STAND ALONE 1,228 20 15 35
RACK MOUNTED 1,074 20 15 35

IDM 556 STAND ALONE 1.316 20 15 35
RACK MOUNTED 1,228 20 15 35
4000 SPLITTER 783 0 0 0

MC 504 DATA COMP 4,004 65 0 65
MCS08 DATA COMP 7,040 133 0 133

(1) EXCLUDES ANY APPLICABLE STATE. COUNTY, OR CITY SALES TAX

ADDENDUM, TO DATA PROCESSING SERVICES AGREEMENT

THIS ADDENDUM, Entered into on the same day as the Data Processing Services
Agreement (the "Agreement") by and between the undersigned parties, does hereby
alter, amend, and modify the Agreement and supersedes and takes precedence over
any conflicting provisions contained in the Agreement.

FOR GOOD AND VALUABLE CONSIDERATION, The receipt and sufficiency of which
are hereby acknowledged, the undersigned parties agree as follows:

1 . M&I will accept a "prime contractor/advisor" responsibility in
coordination with TeamBanc, Inc., to select and establish:

a. Operations site.
b. Hardware/software vendor for MICR items capture. c. Print solution.
d. Staffing levels.
e. Training.
f. Environment (air, electrical, misc.).

All costs to be the responsibility of Customer.

2.Xxxx Xxxxxxx will both review the entire proposal and plan and advise
both M&I and Customer throughout the contract signing and conversion process.

3. M&I will establish and implement a conversion plan to include:

a. Preconversion planning.
b. All training and preconversion meetings will be at M&I Milwaukee
training facility.
c. Conversion week.
d. An extended conversion assistance program that will ensure a smooth
transfer from conversion week through an effective day-to-day usage
of the system.
e. The M&I Support Center will support and enhance the transition
process by establishing a "daily call program" on a prearranged
time schedule, for a minimum of sixty (60) days following the
conversion.
f. Both the M&I project conversion manager and the Customer's
appointed conversion coordinator will jointly agree on the
conversion plan, postconversion "daily call program"
representatives, and related costs to be borne by the Customer.
g. All Customer/M&I meetings identifying and exchanging "to-from" data
will be held in Milwaukee.
h. All test reports, training, and workflow analysis will be conducted
and reviewed in Milwaukee.

i. M&I product support representatives will be on-premise at the
customer site during conversion week.

j. All additional product support trips to the Customer sites are
billable at M&I's hourly internal cost rate plus travel expenses.

4. M&I will conduct an operations review and study of the Customer's
operations area at each bank during the first year at no cost. The intent and
focus of the operations review is to evaluate:

o M&I IBS System feature utilization.

o Efficiency of operations.

o Staff proficiency.

o Progression and transition since conversion.

o General observations.

A summary report of all observations and recommendations will be
submitted to Customer.

5. Should Customer acquire additional banks, programming and product
support costs will be invoiced at M&I's then-current internal rate (M&Is 1992
internal programming and product support rates per hour are: $43.68 and $39.15
respectively; M&I's 1992 external programming and product support rates per
hour are: $100.00 and $55.00, respectively. These rates are subject to annual
adjustment.). Travel, lodging, and meal expense will be invoiced at actual cost
incurred.

6. In receipt of a signed contract prior to December 23, 1992, Customer
will receive a credit against future processing changes in the amount of
eighteen thousand seventy dollars ($18,070) after January 1994. The credit may
be used at any time during the term of the Agreement by notifying M&I at least
sixty (60) days in advance.

7. Estimated conversion expenses shall be paid in full by Customer prior to
the commencement of any conversion activities. Estimated conversion expenses
are as follows:

a. Estimated conversion travel; meals, $ 6,736
transportation, lodging, and rental car expense
for M&I personnel during conversion week
only. Any additional trips required will be
invoiced to customer as incurred.
b. Data communications installation; Milwaukee to 6,623
main bank circuit and tail circuits.
c. Purchase of modems, data compression 36,732
devices, and modem splitters.
d. Modem and related data communication 3,434
equipment installation.
e. CIS conversion ISI merge. 7,138
f. Conversion programming. 56,398
g. Conversion product support. 93,684

h. Loan Origination/tracking program. 25,000
EFS laser printer software (per printer) 3,000
VMP laser document overlays (per printer) 800
i. M&I EFT programming costs to interface and 9,300 test
with Bankmate and Via Bank IV.
j. M&I prime contractor/consultant responsibility
in operations center.
k. PC remote print software and installation. PC 9,900
hardware and travel cost not included. (Per
location - $4,950)*
1. M&I PCTeller license (cost for 20 copies).* 13,090
m. M&I Salespartner license (26 copies).* 61,730
n. M&I ExecuVision tm (1 copy)* 5,995
Installation 800
o. MCIF EASE-software license, installation, 8,500
and training.*
p. IPS micro software for ALM 11,000

Total of estimated conversion expenses $359,860

*Software licenses for these products must also be executed. If required,
hardware and technical installation services through M&I to be determined at a
later date.

IN WITNESS WHEREOF, the undersigned parties have duly executed this
Addendum in a manner appropriate to each.

M&I DATA SERVICES, INC, ("M&I")
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000

BY: /s/ XXXXXX X. XXXXXXXXXX
NAME: Xxxxxx X. Xxxxxxxxxx
TITLE: Senior Vice President

By:
M&I DATA SERVICES, INC. ("M&I)
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000

By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Vice President

TEAMBANC, INC. ("Customer")
0 Xxxxx Xxxxx
Xxxxx, XX 00000

By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: President

MIAMI COUNTY NATIONAL BANK ("Customer")
0 Xxxxx Xxxxx
Xxxxx, XX 00000

By: /s/ Xxxxxx X. Xxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxx
Title: President

IOLA BANK AND TRUST COMPANY
("Customer") 000 Xxxx
Xxxxxxx Xxxx, XX 00000

By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx X. Xxxxxx
Title: President

M&I DATA SERVICES, INC.
SALESPARTNER, PCTELLER, AND EXECUVISION
SOFTWARE LICENSE AGREEMENT

THIS AGREEMENT is entered into this ___ day of ______________ 1993, by
and between M&I Data Services, Inc. ("M&I"), a Wisconsin corporation located at
000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000 and TeamBanc, Inc., located
at 0 Xxxxx Xxxxx, Xxxxx, Xxxxxx 00000 (the "Customer").

RECITALS

WHEREAS, M&I has developed branch automation, teller, and information
delivery software for use with personal computers; and

WHEREAS, Customer wishes to obtain a license to use such software for
its own internal purposes.

NOW, THEREFORE, for and in consideration of the mutual agreements
contained herein, M&I hereby grants Customer the right and license to use the
Salespartner, PCTeller, and ExecuVision Software (as described herein) subject
to the ongoing satisfaction by Customer of the following terms and conditions:

1. Salespartner. PCTeller. and ExecuVision Software. For purposes of
this Agreement, the term Salespartner, PCTeller, and ExecuVision Software
(together referred to as the "Software") shall mean branch automation, teller,
information delivery, and EASEL/2 Runtime software systems delivered to the
Customer in machine-readable code (object code) only, together with related
user documentation provided by M&I and identified in Exhibit A. T"he
ExecuVision Software developed by M&I incorporates EASEL/2 Runtime System
developed by Easel Corporation located at 00 Xxxxxxxxx Xxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxxx 00000.

2. Scope of License. Subject to the terms and conditions of this
Agreement, M&I hereby grants to Customer a nonexclusive, nontransferable, and
perpetual license to use the Software for its own internal business purposes
and solely accessible by the personal computers listed in Exhibit A. Customer
acknowledges and agrees that the Software is licensed for use with the version
of the bank system software made available from time to time by M&I through the
M&I Service Bureau (the "Service Bureau Software"). Customer further
acknowledges and agrees that the interfacing of the Software to other mainframe
banking applications and providing ongoing maintenance for such interface, if
any, is not provided under this Agreement. M&I acknowledges and agrees that the
license granted herein shall continue in full force and effect in the event
that the Customer no longer utilizes the Service Bureau Software, provided that
Customer complies at all times with the terms and conditions of this Agreement.
Customer understands that this License does not include the operating system
which is necessary to utilize the Software.

3. License Fee. Customer shall pay to M&I a one-time License Fee as
set forth in Exhibit A. Such fee shall be based upon the number of personal
computer workstations that are authorized to access the Software, as listed in
Exhibit A. The License Fee shall include Training and Conversion Support as
described in Section 5. M&I agrees that Customer may install and use the
Software, under the license granted hereby, on additional personal

-1-

computer workstations or equipment other than those listed in Exhibit A
("Additional Computers") and authorizes such Additional Computers to access the
Software provided that Customer notifies M&I prior to usage and Customer pays
an additional License Fee(s), based upon increased access computed in
accordance with M&I's then-current price schedule, within thirty (30) days
after Customer's receipt of an invoice from M&I for such fees. Customer agrees
that if it installs or uses the Software on additional personal computer
workstations or equipment, other than those listed in Exhibit A, without
notifying M&I prior to usage and paying such additional License Fee(s), M&I
shall, in addition to any other remedies it may have, have the right to
terminate the license granted herein, or for increased PCTeller Software
access, charge an additional PCTeller License Fee, or for increased
Salespartner Software or ExecuVision Software access, charge an additional
Salespartner License Fee or ExecuVision License Fee, as applicable, and
maintenance fees commencing from Salespartner Delivery Date or ExecuVision
Delivery Date, as described in Section 4; such fees to be based upon the
increased access computed in accordance with M&I's then-current price schedule.
Customer shall also pay all applicable taxes, duties, and charges (including,
but not limited to, sales, use, excise, and personal property taxes imposed on
customer) now or hereafter levied, assessed, or charged against the Software
while licensed to Customer as a consequence of this Agreement, except where
such taxes, duties, or charges are based upon the income of M&I.

4. Delivery.

(a) PCTeller Delivery. M&I shall deliver on magnetic diskette to
Customer, at the time of conversion to PCTeller, one machine-readable copy of
the PCTeller Software. Delivery shall be deemed to have occurred upon
Customer's receipt of the PCTeller Software at the time of conversion
("PCTeller Delivery Date").

(b) Sales Partner Delivery. M&I shall deliver on magnetic diskette to
Customer, at the beginning of Salespartner training session as described in
Section 5, one machine-readable copy of the Salespartner Software. Delivery
shall be deemed to have occurred upon Customer's receipt of the Salespartner
Software at the beginning of the Salespartner training session ("Salespartner
Delivery Date").

(c) ExecuVision Delivery. M&I shall deliver on magnetic diskette to
Customer, at the beginning of ExecuVision training session as described in
Section 5, one machine-readable copy of the ExecuVision Software. Delivery
shall be deemed to have occurred upon Customer's receipt of the ExecuVision
Software at the beginning of the ExecuVision training session ("ExecuVision
Delivery Date").

5. Training and Conversion Support.

(a) PCTeller Support. M&I shall provide a two-day teller analysis
session to determine teller transaction requirements and a three-day teller
training class to familiarize the Customer's trainers with the features and
functions of the PCTeller Software. The sessions shall be held at the M&I
Datacenter located in Xxxxx Deer, Wisconsin, at dates and times established by
M&I. M&I shall also be on-site at the time of conversion as defined in the Data
Processing Services Agreement by and between Customer and M&I (the "Data
Processing Services Agreement"), to assist with the conversion to the PCTeller
Software. M&I will also provide to Customer, in conjunction with its conversion
to PCTeller, an upgrade to the Tellerlink host software. M&I reserves the right
to change the content and duration of the analysis and training sessions and
the duration of on-site support, provided that any changes which materially
diminish the duration of the analysis sessions, training sessions, or on-site
support shall require Customer's consent. Customer shall be responsible for all
travel, lodging, and related costs and expenses incurred by attendees. Customer
agrees to reimburse M&I for reasonable travel and lodging expenses for Training
and Conversion Support rendered

-2-

to Customer outside of M&I offices, according to the terms of the Data
Processing Services Agreement.

(b) Salespartner Support. M&I shall provide a five-day class for a
maximum of six employees of Customer to familiarize Customer's employees with
the features and functions of the Salespartner Software. The training session
shall be held at the M&I Datacenter, located in Xxxxx Deer, Wisconsin, at dates
and times established by M&I. Customer shall be responsible for all travel,
lodging, and related costs and expenses incurred by attendees. Attendance by
Customer's employees is subject to the availability of space in a particular
session, and M&I reserves the right to change the session's content or its
duration.

(c) ExecuVision Support. M&I shall provide a two-day class for a
maximum of two employees of Customer to familiarize Customer's employees with
the features and functions of the ExecuVision Software. The training session
shall be held at the M&I Datacenter, located in Xxxxx Deer, Wisconsin, at dates
and times established by M&I. Customer shall be responsible for all travel,
lodging, and related costs and expenses incurred by attendees. Attendance by
Customer's employees is subject to the availability of space in a particular
session, and M&I reserves the right to change the session's content or its
duration.

6. Installation. M&I shall have no obligation to install the Software
on Customer's Personal Computer(s), and Customer agrees to install and maintain
all Software on their Personal Computer(s) unless Customer purchases Bundled
Hardware and Support Services, in which case installation services shall be
defined and attached to this Agreement.

7. Acceptance. This Agreement shall be deemed to have been accepted by
the Customer as of the date when M&I and Customer have both executed this
Agreement. The Software shall be deemed to have been accepted by Customer upon
delivery by M&I.

8. Documentation. Customer shall receive, at no additional charge,
user documentation as defined in Exhibit A, as part of the Software. Additional
sets of documentation requested by the Customer will be billed to Customer at
M&I's then-current price for such documentation.

9. Maintenance and Enhancements for PCTeller.

(a) Maintenance Services and Enhancements. For so long as the Customer
is receiving services under the Data Processing Services Agreement, M&I agrees
to provide to Customer maintenance services and enhancements for the PCYeller
Software as described below ("PCTeller Maintenance Services"). PCTeller
Maintenance Services shall be provided to Customer's primary location only, as
designated in Exhibit A. The PCTeller Maintenance Services are the following:

(i) M&I shall correct all PCTeller Software errors which cause
the PCTeller Software not to be in substantial compliance
with its user documentation and shall use its best efforts to
correct all other PCTeller Software errors upon discovery and
proper notification by the Customer of the existence of any
error; proper notification being deemed given only if the
Customer substantially complies with M&I's error notification
procedures in effect at that time. If, after investigation of
the reported error, it is determined that the error is beyond
M&I's responsibility, including, but not limited to, errors
resulting from modifications made by the Customer, the
Customer agrees to pay for M&I's efforts in investigating
and/or resolving the error at M&I's then-current rates for
such services, plus reasonable expenses incurred by M&I.

-3-

(ii) M&I shall provide phone support with regard to the use and
operation of the PCTeller Software during M&I's regular
business hours and, at all other times, an emergency phone
number to be used at the Customer's discretion to secure
necessary phone support with regard to emergency situations.

(iii) M&I shall use its best efforts in developing future releases
and upgrades of the PCTeller Software and accompanying
documentation. M&I shall deliver to Customer one copy of any
future releases and upgrades (with Customer having the right
to make and use additional copies pursuant to Section 15 of
this Agreement) and shall deliver accompanying documentation,
if any, in a quantity specified in Exhibit A. If M&I does
develop future releases and upgrades which replace or
supersede any other version of the PCTeller Software then in
use by Customer, M&I agrees to provide maintenance services
as set forth above for the new updated version, as well as
the next most previous version.

(b) Maintenance Fee. The fee for PCTeller Maintenance Services shall
be incorporated in the On-line Teller rates published in the M&I Customer price
list and paid by Customer pursuant to the Data Processing Services Agreement.
Such fees will be included in the Customer's monthly data processing invoice.
On-line Teller rates may be adjusted by M&I in accordance with the Data
Processing Services Agreement. Customer agrees to reimburse M&I for
time-and-material expenses, including reasonable travel and lodging expenses,
for PCTeller Maintenance Services rendered to Customer outside of M&I's offices
at Customer's request when such PCTeller Maintenance Services could have been
performed at M&I's offices, as determined solely by M&I.

(c) Termination of Maintenance. If Customer discontinues receiving
services under the Data Processing Services Agreement, then the PCTeller
Maintenance Services shall also terminate on the date of such discontinuance;
provided, however, Customer shall have the right to continue to use the
PCTeller Software pursuant to the terms and conditions of this Agreement.

10. Maintenance and Enhancements for Salespartner.

(a) Maintenance Services and Enhancements. WhUe maintenance services
are available for Salespartner Software to M&I licensees, M&I agrees to provide
to Customer maintenance services and enhancements for the Salespartner Software
as described below ("Salespartner Maintenance Services"). Salespartner
Maintenance Services shall be provided to Customer's primary location only, as
designated in Exhibit A. Salespartner Maintenance Services are the following:

(i) M&I shall correct all Salespartner Software errors which
cause the Salespartner Software not to be in substantial
compliance with its user documentation and shall use its best
efforts to correct all other Salespartner Software errors
upon discovery and proper notification by the Customer of the
existence of any error; proper notification being deemed
given only if the Customer substantially complies with M&I's
error notification procedures in effect at that time. If,
after investigation of the reported error, it is determined
that the error is beyond M&I's responsibility, including but
not limited to, errors resulting from modifications made by
the Customer, the Customer agrees to pay for M&I's efforts in
investigating and/or resolving the

-4-

error at M&I's then-current rates for such services, plus
reasonable expenses incurred by M&I.

(ii) M&I shall provide phone support with regard to the use and
operation of the Salespartner Software during M&I's regular
business hours and, at all other times, an emergency phone
number to be used at the Customer's discretion to secure
necessary phone support with regard to emergency situations.

(iii) M&I shall use its best efforts in developing future releases
and upgrades of the Salespartner Software and accompanying
documentation. M&I shall deliver to Customer one copy of any
future releases and upgrades (with Customer having the right
to make and use additional copies pursuant to Section 15 of
this Agreement) and shall deliver accompanying documentation,
if any, in the quantity specified in Exhibit A; provided that
the Customer has continuously paid the monthly maintenance
fee included on the Customer's monthly data processing
invoice. If M&I does develop future releases and upgrades
which replace or supersede any other version of the
Salespartner Software then in use by the Customer, M&I agrees
to provide maintenance services as set forth above for the
new updated version, as well as the next most previous
version.

(b) Maintenance Fee. Customer shall pay to M&I, beginning ninety (90)
days following the Salespartner Delivery Date, a monthly maintenance fee listed
in Exhibit A for the Salespartner Maintenance Services, such fee to be based
upon the number of personal computer workstations authorized to access the
Salespartner Software (as listed in Exhibit A) and M&I's then-current price
schedule. The Salespartner monthly maintenance fee will be included on the
Customer's monthly data processing invoice, and Customer agrees to pay the
invoice according to the payment terms of the current Data Processing Services
Agreement with M&I. The Salespartner monthly maintenance fee may be adjusted by
M&I in accordance with the terms of the Data Processing Services Agreement.
Customer agrees to reimburse M&I for time-and material expenses, including
reasonable travel and lodging expenses, for Salespartner Maintenance Services'
rendered to Customer outside of M&I offices at Customer's request when such
Salespartner Maintenance Services could have been performed at M&I's offices,
as determined solely by M&I.

(c)Termination of Maintenance. Salespartner Maintenance Services shall
remain in full force and effect unless terminated in accordance with the
following provisions:

(i) The Customer may terminate Salespartner Maintenance Services
by providing M&I with written notice of Customer's intent to
terminate such services not less than sixty (60) days prior
to the desired date of termination. Salespartner Maintenance
Services shall then terminate at the end of the month in
which the requested date of termination falls.

(ii) The Customer may request reinstatement of Salespartner
Maintenance Services by notifying M&I of the Customer's
desire to reinstate. M&I may consent to reinstatement, which
consent shall not be unreasonably withheld, provided that
Customer has paid to M&I the Salespartner monthly maintenance
fee for all months in the intervening time between the
month-ending date of termination and the first of the month
of reinstatement, in which case Salespartner Maintenance
Services shall again be and remain in full force and effect .

-5-

(iii) If the Customer fails to pay M&I the Salespartner monthly
maintenance fee for two consecutive months or if Customer no
longer utilizes the Service Bureau Software, M&I may
terminate the Salespartner Maintenance Services. Termination
of the Salespartner Maintenance Services by M&I shall not
preclude any other legal remedy M&I may have against the
Customer.

11. Maintenance and Enhancements for ExecuVision.

(a) Maintenance Services and Enhancements. While maintenance services
are available for ExecuVision Software to M&I licensees, M&I agrees to provide
to Customer maintenance services and enhancements for the ExecuVision Software
as described below ("ExecuVision Maintenance Services"). ExecuVision
Maintenance Services shall be provided to Customer's primary location only, as
designated in Exhibit A. ExecuVision Maintenance Services are the following:

(i) M&I shall correct all ExecuVision Software errors which cause
the ExecuVision Software not to be in substantial compliance
with its user documentation and shall use its best efforts to
correct all other ExecuVision Software errors upon discovery
and proper notification by the Customer of the existence of
any error; proper notification being deemed given only if the
Customer substantially complies with M&Is error notification
procedures in effect at that time. If, after investigation of
the reported error, it is determined that the error is beyond
M&I's responsibility, including but not limited to, errors
resulting from modifications made by the Customer, the
Customer agrees to pay for M&I's efforts in investigating
and/or resolving the error at M&I's then-current rates for
such services, plus reasonable expenses incurred by M&I.

(ii) M&I shall provide phone support with regard to the use and
operation of the ExecuVision Software during M&I's regular
business hours and, at all other times, an emergency phone
number to be used at the Customer's discretion to secure
necessary phone support with regard to emergency situations.

(iii) M&I shall use its best efforts in developing future releases
and upgrades of the ExecuVision Software and accompanying
documentation. M&I shall deliver to Customer one copy of any
future releases and upgrades (with Customer having the right
to make and use additional copies pursuant to Section 15 of
this Agreement) and shall deliver accompanying documentation,
if any, in the quantity specified in Exhibit A; provided that
the Customer has continuously paid the monthly maintenance
fee included on the Customer's monthly data processing
invoice. If M&I does develop future releases and upgrades
which replace or supersede any other version of the
ExecuVision Software then in use by the Customer, M&I agrees
to provide maintenance services as set forth above for the
new updated version, as well as the next most previous
version.

(b) Maintenance Fee. Customer shall pay to M&I, beginning ninety (90)
days following the ExecuVision Delivery Date, a monthly maintenance fee listed
in Exhibit A for the ExecuVision Maintenance Services, such fee to be based
upon the number of personal

-6-

computer workstations authorized to access the ExecuVision Software (as listed
in Exhibit A) and M&Is then-current price schedule. Ile ExecuVision monthly
maintenance fee will be included on the Customer's monthly data processing
invoice, and Customer agrees to pay the invoice according to the payment terms
of the current Data Processing Services Agreement with M&I. Ile ExecuVision
monthly maintenance fee may be adjusted by M&I in accordance with the terms of
the Data Processing Services Agreement. Customer agrees to reimburse M&I for
time-and-material expenses, including reasonable travel and lodging expenses,
for ExecuVision Maintenance Services rendered to Customer outside of M&I
offices at Customer's request when such ExecuVision Maintenance Services could
have been per-formed at M&I's offices, as determined solely by M&I.

(c) Termination of Maintenance. ExecuVision Maintenance Services shall
remain in full force and effect unless terminated in accordance with the
following provisions:

(i) The Customer may terminate ExecuVision Maintenance Services
by providing M&I with written notice of Customer's intent to
terminate such services not less than sixty (60) days prior
to the desired date of termination. ExecuVision Maintenance
Services shall then terminate at the end of the month in
which the requested date of termination falls.

(ii) The Customer may request reinstatement of ExecuVision
Maintenance Services by notifying M&I of the Customer's
desire to reinstate. M&I may consent to reinstatement, which
consent shall not be unreasonably withheld, provided that
Customer has paid to M&I the ExecuVision monthly maintenance
fee for all months in the intervening time between the
month-ending date of termination and the first of the month
of reinstatement, in which case ExecuVision Maintenance
Services shall again be and remain in full force and effect .

(iii) If the Customer fails to pay M&I the ExecuVision monthly
maintenance fee for two consecutive months or if Customer no
longer utilizes the Service Bureau Software, M&I may
terminate the ExecuVision Maintenance Services. Termination
of the ExecuVision Maintenance Services by M&I shall not
preclude any other legal remedy M&I may have against the
Customer.

12. Use Rights. Customer represents and warrants that it will use the
Software solely on those computer(s) described in Exhibit A, except as provided
for in Section 15, and that it will only process information and data for
itself, its subsidiaries, parent corporation, and subsidiaries of its parent
corporation, and that it will not directly or indirectly permit any other
person or entity to have access to or use of the Software, and that it will not
use the Software to provide data processing services on a shared resource or
service bureau basis to any other person, company, or financial.institution.

13. Notification of Unauthorized Us . Customer agrees to notify M&I
promptly of any circumstances known to Customer surrounding any unauthorized
possession or use of any part of the Software, or any other information or
documentation made available pursuant to this Agreement to anyone other than
persons properly authorized by Customer to have such possession or use.

14. Ownership and Confidentiality. Customer acknowledges and agrees
that the Software, including all authorized and unauthorized copies, are
proprietary to and valuable trade secrets of M&I or Easel Corporation, as the
case may be, and Customer shall maintain their confidential nature. Customer
agrees that the Software shall be used only in accordance

-7-

with this Agreement, and Customer shall not assign (except as provided for in
Section 21), sell, lease, market, transfer, or reproduce (except as provided in
Section 15) the Software or any modification thereto to or for others. Customer
shall limit access to the Software to Customer's employees or third parties,
when such persons (1) are performing services for the Customer, related to the
Customer's authorized use of the Software; and (2) have a valid need to know or
use the Software; provided that Customer shall advise such persons of the
Customer's confidentiality obligations and establish procedures designed to
prevent unauthorized use and access. Customer shall exercise all reasonable
precautions to prevent access to the Software by persons not authorized by
terms of this Agreement. Customer shall store the Software in a secure place at
all times it is not being used. In addition, Customer shall take reasonable and
appropriate measures to prevent copying, distribution, reverse engineering, and
reverse compiling of the Software. Customer recognizes that the Software may be
patented, copyrighted, trademarked, or otherwise protected by M&I or Easel
Corporation, as the case may be, and Customer will not undertake to patent,
copyright, trademark, or otherwise apply for a proprietary grant or right with
respect to the Software.

15. Reproduction. Customer shall have the right to install and use the
Software on each personal computer that is included in the License Fee and
appears on Exhibit A, and in case of a disaster rendering the personal computer
workstations or equipment unusable, on an equal number of personal computer
workstations or equipment. Customer shall also have the right from time to time
to install and use additional copies of the Software as required to perform
disaster recovery testing. All additional copies, whether for recovering from a
disaster or performing disaster recovery testing, are subject to the terms and
conditions of this Agreement. Customer may also reproduce the Software for
backup or archival purposes only; provided, however, such reproduction shall
(1) be solely for the use of the Customer, (2) conspicuously display the
information shown in Exhibit B, and (3) be subject to the restrictions set
forth in this Agreement.

16. Modifications. Customer acknowledges and agrees that it shall not
make any modifications to the Software object code. M&I shall not be liable to
the Customer in warranty or otherwise for modifications made to the Software
object code by someone other than M&I. Under no circumstances shall Customer
sell, distribute, or license modifications of the Software. Nothing herein will
prevent M&I from developing and distributing its own modifications to the
Software. Customer shall have the right to modify the Software as described in
the user documentation provided with the Software.

17. Warranty. THE FOLLOWING LIMITED WARRANTIES ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT
LIMITED TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.

(a) M&I warrants that it or Easel Corporation, as the case may be, is
the exclusive owner of the copyrights and all other rights in the Software and
that it has all the rights necessary in order to grant the licenses specified
under this Agreement. In the event of any claim by any third party with respect
to any of the Software or documentation that such Software or documentation
violates or infringes any United States copyright or patent, M&I shall defend
Customer against such claim and shall pay all court awarded damages, losses,
liabilities, claims, and expenses (including reasonable attorneys' fees)
incurred by Customer in such actions which are attributable to such claim;
provided however, that notice of a claim by the Customer under this Section is
received by M&I within two (2) years of the later of termination of PCTeller
Maintenance Services, Salespartner Maintenance Services, or ExecuVision

-8-

Maintenance Services that M&I is notified within ten (10) calendar days in
writing of any suit or claim against the Customer, that the Customer permits
M&I to defend said claim of infringement and gives M&I all reasonable and
available information, assistance, and authority to enable M&I to do so, and
provided further that Customer fully observes all the terms and conditions of
this Agreement. M&I shall not be responsible for any compromise made without
its consent. Following notice of a claim or of a threatened claim, M&I may,
without obligation to do so, procure for the Customer the right to continue to
use the Software within the terms of this Agreement, or, without obligation to
do so, may modify the Software in a manner that does not materially and
adversely impact on their functionality so that further use becomes
noninfringing, or, without obligation to do so, pay Customer an amount equal to
the License Fee minus 1/60 of such License Fee times the number of months the
Customer has used the Software under the Agreement. In the event that the
Customer's use of the Software within the terms of this Agreement is held by a
court of last resort to constitute an infringement of a United States patent or
copyright and such further use or distribution is enjoined, M&I shall, at its
option and expense, (i) procure for the Customer the right to continue using
the Software within the terms of this Agreement, or (ii) modify the Software in
a manner that does not materially impact on their functionality so that further
use becomes noninfringing; provided that M&I shall have no obligation to incur
direct costs in connection with exercising either or both of the foregoing
options in excess of the limitation of liability under Section 18 of this
Agreement. Additionally, M&I shall have no obligation with respect to any such
infringement where the infringement would have been avoided but for
modifications made to the Software by the Customer. The foregoing states M&I's
entire obligation, and the Customer's exclusive remedy, with respect to
infringement.

(b) M&I warrants that the Software, when run in the operating
environment specified in the user documentation provided with the Software,
shall operate in substantial compliance with such user documentation. Customer
acknowledges and agrees that its sole remedy under this warranty is for M&I to
correct all PCTeller Software errors which cause the PCTeller Software not to
be in substantial compliance with its related user documentation and to use its
best efforts to correct all other PCTeller Software errors that are brought to
its attention by the Customer during the term of this Agreement and the Data
Processing Agreement; to correct all Salespartner Software errors which cause
the Salespartner Software not to be in substantial compliance with its related
user documentation and to use its best efforts to correct all other
Salespartner Software errors that are brought to its attention by the Customer
during the ninety (90) days following the Salespartner Delivery Date, and
thereafter while Customer subscribes for Salespartner Maintenance Services as
described in Section 10; and to correct all ExecuVision Software errors which
cause the ExecuVision Software not to be in substantial compliance with its
related user documentation and to use its best efforts to correct all other
ExecuVision Software errors that are brought to its attention by the Customer
during the ninety (90) days following the ExecuVision Delivery Date, and
thereafter while Customer subscribes for ExecuVision Maintenance Services as
described in Section 11. Customer hereby acknowledges that, except for those
limited

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warranties specified in this Section, the Software is provided in an "AS IS"
condition and is without warranty of any kind, either express or implied,
written or oral.

18. Limitation of Liability. M&I's liability for damages to Customer
for any cause whatsoever, whether in contract or in tort, including negligence
(but other than pursuant to Section 17 (a) of this Agreement with respect to
court-awarded damages and defense costs and expenses as a result of an
infringement action which shall not be subject to any limit), shall be limited
to the License Fee paid for the Software. In no event shall either party be
liable for damages caused by the other party's failure to perform its
obligations under this Agreement or for any lost profits, lost savings or
incidental or consequential damages, even if the nonperforming party has
been.advised of the possibility of such damages.

19. Authorization. Customer agrees and represents that it has obtained
all necessary corporate approvals to enter into this Agreement, that the
performance of this Agreement by the Customer will not affect the safety or
soundness of the Customer or any of its affiliates, and that this Agreement and
the obligations evidenced hereby will be properly reflected on the books and
records of the Customer.

20. Termination. In the event that either party fails in any material
respect, to perform its material obligations under this Agreement and receives
written notice from the other party informing it of the breach and requiring it
to cure such breach; then, should the defaulting party fail to cure its breach
within a 30-day period following the written notice (or such reasonable period
if this breach, by its nature, cannot be cured within 30 days), the other party
shall have the right to terminate this Agreement. Upon termination of this
Agreement, Customer shall (1) immediately cease using the Software; (2) erase
the same from the storage in each computer in which it has been installed; (3)
certify to M&I in writing that Customer has taken the action described in
clauses (1) and (2) above; and (4) at the option of M&I, either return to M&I
or destroy all physical embodiments of the Software and backup copies made
thereof.

21. Assignment . Except for the use rights granted in Section 12,
neither party may assign, sublicense, or otherwise transfer any or all of its
rights and obligations under this Agreement without the other party's prior
written consent, which shall not be unreasonably withheld, and any assignment
without such prior written consent shall be void and of no effect.
Notwithstanding the foregoing, either party may assign this Agreement to any
company that is: (1) directly or indirectly in control of such party, (2) under
the control of such party, or (3) under common control with such party.

22. Notices. Notices to be given or submitted by either party to the
other under the terms of this Agreement shall be sufficiently given if made in
writing and hand-delivered or sent by certified or registered mail, postage
prepaid and addressed to the president of the notified party, to the address
shown above or to such other address as the notified party shall so designate
in writing to the other party at least twenty (20) days prior to notification.

23. Entire Agreement. This Agreement, the Exhibits, and the Addendum
(if any) attached hereto supersede all previous agreements and understandings
of any nature whatsoever, verbal or written, and constitute the entire
understanding between the parties with respect to the subject matter hereof.
All oral or written representations, warranties, agreements, and other
inducements relating to this Agreement and its subject matter made prior to the
execution and delivery hereof have been included herein or, to the extent not
included herein, shall be deemed to have been fully performed and discharged or
deliberately omitted. No provision of this Agreement may be waived, modified,
or superseded as against M&I or Customer, except by written instrument signed
by an authorized officer of each party, expressly stating that it is intended
to operate as such.

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24. Governing Law. This Agreement shall be governed, interpreted,
construed, and enforced in accordance with the internal laws of the State of
Wisconsin, United States of America.

25. Severability. If any provision, clause, part, or the application
of this Agreement is held invalid, the remainder of this Agreement or the
application of such provision, clause, or part under other circumstances shall
not be affected.

26. Miscellaneous. Tune is of the essence. No claim, regardless of
form, arising out of this Agreement may be brought by Customer more than two
(2) years after the events giving rise to the claim for relief occurred. Ile
obligations of confidentiality and non-use after termination shall survive
termination.

THE PARTIES HERETO ACKNOWLEDGE THAT EACH HAS READ THIS AGREEMENT,
UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS, AS STATED
HEREIN.

IN WITNESS WHEREOF, the parties hereto through their duly authorized
officers and agents have hereby executed this Agreement on the date before
written.

TEAMBANC, INC. M&I DATA SERVICES, INC.
(CUSTOMER) (M&I)
By: /s/ Xxxxxxx X., Xxxxxx By:
Name: Xxxxxxx X. Xxxxxx Name:
Title: President Title:

Attest: Attest:
By: By:
Name: Name:
Title: Title:

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EXHIBIT A

SALESPARTNER, PCTELLER, AND EXECUVISION
SOFTWARE LICENSE AGREEMENT
M&I DATA SERVICES, INC.
Xxxxxxxxx, Xxxxxxxxx 00000

Customer Name: TeamBanc, Inc.
Address: 0 Xxxxx Xxxxx
Xxxxx, Xxxxxx 00000

Description and Number of Licensed Computer(s)/Workstation(s)/Equipment

PCTeller - 29 workstations to be defined by the Customer

Salespartner - 35 workstations to be defined by the Customer ExecuVision - 1
workstation to be defined by the Customer

Customer's Primary Location Designation:

Miami County National Bank Iola Bank & Trust Company The First National Bank & Trust Company
I South Pearl 000 Xxxx Xxxxxxx 0000 Xxxx Xxxxxx
Xxxxx, Xxxxxx 00000 Xxxx, Xxxxxx 00000 Xxxxxxx, Xxxxxx 00000

User Documentation:

PCTeller User Guide - 3 copies
PCTeller Training Guide - 3 copies
Salespartner Coordinator Maintenance Manual - 3 copies
Salespartner User Guide - 35 copies
ExecuVision User Guide - I copy

License Fee:

PCTeller Software $ 17,255.00
Salespartner Software 88,200.00
ExecuVision Software 5,995.00
Data Warehouse Interface Setup Fee 800.00
---------------
$ 112,250.00

Combined License Discount (6,795,00)
---------------
$ 105,455.00

Sales Tax (4.9%) 5,167.30
---------------

TOTAL $ 110,622.30

Total License Fee including sales tax, due upon execution of this Agreement.

EXHIBIT B

SALESPARTNER, PCTELLER, AND EXECUVISION
SOFTWARE LICENSE AGREEMENT
M&I DATA SERVICES, INC.
Xxxxxxxxx, Xxxxxxxxx 00000

Customer shall prepare labels containing the following information and affix a
label to each diskette copy of the Salespartner Software, PCTeller Software,
and ExecuVision Software reproduced by the Customer:

1. Salespartner, PCTeller, or ExecuVision Software as applicable.
2. Diskette______ of _________.
3. Licensed material - property of and copyrighted by M&I Data
Services, Inc.
4. This copy was made under M&I Salespartner, PCTeller, and
ExecuVision Software License Agreement dated______________ and may
be used only on the computer(s) listed in that Agreement. It may
not be transferred to a third party.

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