DATED AS OF

Exhibit 10.13
-------------

BANKING SERVICES AGREEMENT

BY AND BETWEEN

XXXXXXXX & XXXXXX CORPORATION

and

METAVANTE CORPORATION

DATED AS OF

July 1, 2000

TABLE OF CONTENTS

1. DEFINITIONS........................................................... 5
1.1. Definitions ................................................... 5
1.2. References .................................................... 5
1.3. Interpretation ................................................ 5
2. TERM ................................................................. 5
2.1. Initial Term .................................................. 5
2.2. Extensions .................................................... 5
3. APPOINTMENT .......................................................... 5
3.1. Performance by M&I Affiliates or Subcontractors ............... 5
3.2. Third Party Products/Services.................................. 6
3.3. Proper Instructions ........................................... 6
4. INTENTIONALLY OMITTED ................................................ 6
5. SERVICES ............................................................. 6
5.1. Deposit Services .............................................. 6
5.2. Check Imaging Services ........................................ 6
5.3. Rendering Services ............................................ 6
5.4. Retail Lockbox Services ....................................... 6
5.5. Wholesale Lockbox Services .................................... 6
5.6. Automated Clearing House ("ACH") Services ..................... 6
5.7. Information Reporting Services ................................ 6
5.8. Funds Transfer Services ....................................... 6
5.9. Account Reconciliation Services ............................... 7
5.10. Controlled Disbursement Account Services ...................... 7
5.11. Investment Sweep Services ..................................... 7
5.12. Miscellaneous Services ........................................ 7
5.13. New Services .................................................. 7
6. FEES ................................................................. 7
6.1. Fee Structure ................................................. 7
6.2. Pricing and Operational Assumptions ........................... 7
6.3. Interchange Fees .............................................. 7
6.4. Training and Education ........................................ 7
6.5. Excluded Costs ................................................ 7
6.6. Disputed Amounts .............................................. 7
6.7. Terms of Payment .............................................. 8
6.8. Modification of Terms and Pricing ............................. 8
7. PERFORMANCE WARRANTY/EXCLUSIVE REMEDY/DISCLAIMER OF ALL OTHER
WARRANTIES ........................................................... 8
7.1. Performance Warranty .......................................... 8
7.2. Performance Warranty Exclusions ............................... 8
7.3. Notice of and Correction of Defects ........................... 8
7.4. Backup Remedy ................................................. 8
7.5. Disclaimer of All Other Warranties ............................ 9
8. MODIFICATION OR PARTIAL TERMINATION .................................. 9
8.1. Modification of Services ...................................... 9
8.2. Partial Termination by M&I .................................... 9
8.3. Partial Termination by Customer ............................... 9
8.4. Ownership and Proprietary Rights .............................. 10

9. TERMINATION........................................................... 10
9.1. Early Termination.............................................. 10
9.2. For Cause...................................................... 10
9.3. For Insolvency................................................. 10
9.4. For Force Majeure.............................................. 10
9.5. For Assignment................................................. 10
10. SERVICES FOLLOWING TERMINATION........................................ 11
10.1. Termination Assistance......................................... 11
10.2. Continuation of Services....................................... 11
11. LIMITATION OF LIABILITY/MAXIMUM DAMAGES ALLOWED....................... 11
11.1. Equitable Relief............................................... 11
11.2. Exclusion of Incidental and Consequential Damages.............. 11
11.3. Maximum Damages Allowed........................................ 11
11.4. Statute of Limitations......................................... 11
11.5. Economic Loss Waiver........................................... 12
11.6. Liquidated Damages............................................. 12
11.7. Essential Elements............................................. 12
12. INDEMNITY............................................................. 12
12.1. Indemnity...................................................... 12
12.2. Indemnification Procedures..................................... 13
13. DISPUTE RESOLUTION.................................................... 13
13.1. Representatives of Parties..................................... 13
13.2. Arbitration.................................................... 13
13.3. Continuity of Performance...................................... 14
14. AUTHORITY............................................................. 14
14.1. M&I............................................................ 14
14.2. Customer....................................................... 14
15. CONFIDENTIALITY AND OWNERSHIP......................................... 14
15.1. Customer Data.................................................. 14
15.2. M&I Systems.................................................... 14
15.3. Confidential Information....................................... 15
15.4. Obligations of the Parties..................................... 15
15.5. Security....................................................... 15
16. MANAGEMENT OF PROJECT................................................. 15
16.1. Account Representatives........................................ 15
17. REGULATORY COMPLIANCE................................................. 15
18. DISASTER RECOVERY..................................................... 16
18.1. Services Continuity Plan....................................... 16
18.2. Relocation..................................................... 16
18.3. Resumption of Services......................................... 16
19. GENERAL TERMS AND CONDITIONS.......................................... 16
19.1. Transmission of Data........................................... 16
19.2. Equipment and Network.......................................... 17
19.3. Reliance on Data............................................... 17
20. MISCELLANEOUS PROVISIONS.............................................. 17
20.1. Governing Law.................................................. 17
20.2. Venue and Jurisdiction......................................... 17
20.3. Entire Agreement: Amendments.................................. 17
20.4. Assignment..................................................... 17

iii

20.5. Relationship of Parties..........................................................................17
20.6. Notice...........................................................................................17
20.7. Headings.........................................................................................18
20.8. Counterparts.....................................................................................18
20.9. Waiver...........................................................................................18
20.10. Severability.....................................................................................18
20.11. Attorneys' Fees and Costs........................................................................18
20.12. Publicity........................................................................................18
20.13. No Third Party Beneficiaries.....................................................................19
20.14. Force Majeure....................................................................................19
20.15. Waiver of Jury Trial.............................................................................19
20.16. Nonsolicitation..................................................................................19
20.17. Exclusion for Customer's Origins/TM/ Related Business............................................19
SCHEDULE 1.1 - DEFINITIONS................................................................................21
SCHEDULE 5.1 - DEPOSIT SERVICES...........................................................................21
EXHIBIT 5.1 - DEPOSITORY AGREEMENT AND RESOLUTIONS......................................................21
SCHEDULE 5.2 - CHECK IMAGE/CD-ROM SERVICES................................................................21
SCHEDULE 5.3 - RENDERING SERVICES.........................................................................21
SCHEDULE 5.4 - RETAIL LOCKBOX SERVICES....................................................................21
EXHIBIT 5.4 - RETAIL LOCKBOX SERVICES AND INSTRUCTIONS..................................................
SCHEDULE 5.5 - WHOLESALE LOCKBOX SERVICES.................................................................21
EXHIBIT 5.5 - WHOLESALE LOCKBOX SERVICES................................................................21
SCHEDULE 5.6 - AUTOMATED CLEARING HOUSE ("ACH") SERVICES..................................................21
EXHIBIT 5.6 - AUTOMATED CLEARING HOUSE ("ACH") SERVICES.................................................21
EXHIBIT 5.6(A) - ADDENDUM TO EXHIBIT 5.6..............................................................21
EXHIBIT 5.6(B) - AUTHORIZED ACH REPRESENTATIVES.......................................................21
SCHEDULE 5.7 - INFORMATION REPORTING SERVICES.............................................................
EXHIBIT 5.7 - INFORMATION REPORTING SERVICES............................................................21
SCHEDULE 5.8 - FUNDS TRANSFER SERVICES....................................................................21
EXHIBIT 5.8 - WIRE TRANSFER AGREEMENT...................................................................21
SCHEDULE 5.9 - ACCOUNT RECONCILIATION SERVICES............................................................21
EXHIBIT 5.9(A) - ACCOUNT RECONCILIATION SERVICES........................................................21
EXHIBIT 5.9(B) - POSITIVE PAY SERVICE AGREEMENT.........................................................21
SCHEDULE 5.10 - CONTROLLED DISBURSEMENT ACCOUNT SERVICES..................................................21
EXHIBIT 5.10 - CONTROLLED DISBURSEMENT ACCOUNT AGREEMENT................................................21
SCHEDULE 5.11 - INVESTMENT SWEEP SERVICES.................................................................21
EXHIBIT 5.11 - EURODOLLAR ACCOUNT SWEEP AGREEMENT.......................................................
SCHEDULE 5.12 - MISCELLANEOUS SERVICES....................................................................21
EXHIBIT 5.12 - MISCELLANEOUS SERVICES...................................................................21
Exhibit 5.12(a) - Print/Distribution Services.........................................................
Exhibit 5.12(b) - IBJ Contract Services...............................................................
Exhibit 5.12(c) - Check Image Delivery Services for Home Banking Division.............................
Exhibit 5.12(d) - Recordkeeping Services..............................................................
Exhibit 5.12(e) - Professional Services...............................................................
Exhibit 5.12(f) - Transportation Services.............................................................

Exhibit 5.12(g) - Mail processing Services.....................................
SCHEDULE 6.1 - FEE SCHEDULE........................................................22
EXHIBIT 6.1 - CORPORATE AVAILABILITY SCHEDULE....................................22
SCHEDULE 9.1 - TERMINATION FEE.....................................................22

BANKING SERVICES AGREEMENT

This Banking Services Agreement ("Agreement") is made as of the 1st day of
July, 2000, by and between Xxxxxxxx & Ilsley Corporation, a Wisconsin
corporation ("M&I") and Metavante Corporation, a Wisconsin corporation
("Customer").

In consideration of the payments to be made and services to be performed
hereunder, the parties agree as follows:

1. DEFINITIONS

1.1. Definitions. The defined terms of this Agreement shall have the
-----------
meaning ascribed to them on attached Schedule 1.1.
------------

1.2. References. In this Agreement and the schedules and exhibits attached
----------
hereto, which are hereby incorporated and deemed a part of this Agreement,
references and mention of the word "include" and "including" shall mean
"includes, without limitation" and "including, without limitation," as
applicable.

1.3. Interpretation. In the event of a conflict between this Agreement and
--------------
the terms of any exhibits and schedules attached hereto, the terms of the
schedules and exhibits shall prevail and control the interpretation of the
Agreement. The exhibits and schedules together with the Agreement shall be
interpreted as a single document.

2. TERM

2.1. Initial Term. This Agreement shall commence on the Effective Date and
------------
end on the fifth (5th) anniversary of the last day of the month in which the
Effective Date occurs ("Initial Term").

2.2. Extensions. Unless this Agreement has been earlier terminated, at
----------
least one (1) year prior to the expiration of the Initial Term, M&I shall submit
to Customer a written proposal for renewal of this Agreement. Customer will
respond to such proposal within three (3) months following receipt and inform
M&I in writing whether or not Customer desires to renew this Agreement. If M&I
and Customer are unable to agree upon the terms for renewal of this Agreement at
least six (6) months prior to the expiration of the Initial Term, then this
Agreement shall be automatically renewed for one (1) twelve-month period under
the same terms and conditions, including price. Thereafter, this Agreement
shall expire unless further renewed in writing by the parties.

3. APPOINTMENT

3.1. Performance by M&I Affiliates or Subcontractors. Customer understands
-----------------------------------------------
and agrees that the actual performance of the Services may be made by, and/or
software used by M&I to provide the Services may be licensed from Affiliates of
M&I, or subcontractors of M&I or its Affiliates (collectively, the "Eligible
Providers"). For purposes of this Agreement, performance of the Services by any
Eligible Provider shall be deemed performance by M&I itself. M&I shall remain
fully responsible for the performance or nonperformance of each Eligible
Provider under this Agreement, to the same extent if M&I itself performed or
failed to perform such services. Customer agrees to look solely to M&I, and not
to any Eligible Providers, for satisfaction of any claims Customer may

have arising out of or in connection with this Agreement or the performance or
non-performance of Services.

3.2. Third Party Products/Services. The parties acknowledge that certain
-----------------------------
services and products necessary for the performance of the Services are being,
and in the future may be, provided by Third Parties who will contract directly
with Customer. M&I shall have no liability to Customer for information and
products supplied by, or services performed by, such Third Parties in
conjunction with the Services.

3.3. Proper Instructions. "Proper Instructions" shall mean those
-------------------
instructions sent to M&I by letter, memorandum, telegram, cable, telex, telecopy
facsimile, computer terminal, e-mail or other "on line" system or similar means
of communication or given orally over the telephone or given in person by one or
more of the person(s) whose name(s) and signature(s) are listed on the most
recent certificate delivered by Customer to M&I which lists those persons
authorized to give orders, corrections and instructions in the name of and on
behalf of Customer. Proper Instructions shall specify the action requested to
be taken or omitted.

4. INTENTIONALLY OMITTED

5. SERVICES. M&I agrees to provide Customer with the Services in accordance
with the applicable User Manuals, this Agreement and any applicable schedules
and exhibits attached hereto. The Services are as follows:

5.1. Deposit Services. M&I agrees to provide Customer with Deposit
----------------
Services in accordance with this Agreement and Schedule 5.1.

5.2. Check Imaging Services. M&I agrees to provide Customer with Check
----------------------
Imaging Services in accordance with this Agreement and Schedule 5.2.

5.3. Rendering Services. M&I agrees to provide Customer with Rendering
------------------
Services in accordance with this Agreement and Schedule 5.3.

5.4. Retail Lockbox Services. M&I agrees to provide Customer with Retail
-----------------------
Lockbox Services in accordance with this Agreement and Schedule 5.4.

5.5. Wholesale Lockbox Services. M&I agrees to provide Customer with
--------------------------
Wholesale Lockbox Services in accordance with this Agreement and Schedule 5.5.

5.6. Automated Clearing House ("ACH") Services. M&I agrees to provide
-----------------------------------------
Customer with Automated Clearing House ("ACH") Services in accordance with this
Agreement and Schedule 5.6.

5.7. Information Reporting Services. M&I agrees to provide Customer with
------------------------------
Information Reporting Services in accordance with this Agreement and Schedule
5.7.

5.8. Funds Transfer Services. M&I agrees to provide Funds Transfer
-----------------------
Services to Customer in accordance with this Agreement and Schedule 5.8.

5.9. Account Reconciliation Services. M&I agrees to provide Account
-------------------------------
Reconciliation Services to Customer in accordance with this Agreement and
Schedule 5.9.

5.10. Controlled Disbursement Account Services. M&I agrees to provide
----------------------------------------
Controlled Disbursement Account Services to Customer in accordance with this
Agreement and Schedule 5.10.

5.11. Investment Sweep Services. M&I agrees to provide Investment Sweep
-------------------------
Services to Customer in accordance with this Agreement and Schedule 5.11.

5.12. Miscellaneous Services. M&I agrees to provide miscellaneous
----------------------
services in accordance with this Agreement and Schedule 5.12.

5.13. New Services. If Customer wishes to receive any New Service which
------------
is included in M&I's then-current product offerings, Customer shall notify M&I
and the parties shall implement the same in accordance with a mutually
acceptable schedule. Nothing contained herein shall obligate Customer to obtain
any New Service from M&I.

6. FEES

6.1. Fee Structure. Schedule 6.1 attached hereto (the "Fee Schedule")
------------- ------------
sets forth the costs and charges for the Services and Customer agrees to pay M&I
the fees specified in the Fee Schedule for the Services rendered by M&I.

6.2. Pricing and Operational Assumptions. The Fee Schedule sets forth the
-----------------------------------
operational and pricing assumptions made by M&I. If the parties determine that
one or more of the pricing or operational assumptions listed in the Fee Schedule
is inaccurate or incomplete in any material respect, the parties will negotiate
in good faith regarding an equitable adjustment to any materially and adversely
impacted provisions of this Agreement.

6.3. Interchange Fees. In addition to the charges specified on the Fee
----------------
Schedule, Customer shall be responsible for all interchange and network provider
fees and all dues, fees and assessments established by and owed to Visa and/or
MasterCard for the processing of Customer's transactions.

6.4. Training and Education. M&I will provide to Customer, at no charge,
----------------------
one set of each of the User Manuals in electronic format, or if not available,
two (2) hard copies. When the User Manuals are updated, M&I will provide the
updates to Customer at no additional charge. Customer may make additional
copies of such User Documentation for its internal use only.

6.5. Excluded Costs. Except as specifically set forth therein, the fees
--------------
set forth in the Fee Schedule do not include shipping and courier costs, postage
and paper costs associated with the rendering services described in Section 5.3
of this Agreement, telecommunication charges, Expenses, Third Party pass-through
charges, workshop fees, training fees, and Taxes, which shall be the
responsibility of Customer.

6.6. Disputed Amounts. If Customer disputes any charge or amount on any
----------------
invoice and such dispute cannot be resolved promptly through good faith
discussions between the parties, Customer shall pay the amounts due under this
Agreement less the disputed amount, and the parties shall diligently proceed to
resolve such disputed amount. An amount will be considered disputed in good
faith if (i) Customer delivers a written statement to M&I on or before the due
date of the

invoice, describing in detail the basis of the dispute and the amount being
withheld by Customer, (ii) such written statement represents that the amount in
dispute has been determined after due investigation of the facts and that such
disputed amount has been determined in good faith, and (iii) all other amounts
due from Customer that are not in dispute have been paid in accordance with the
terms of this Agreement.

6.7. Terms of Payment. All "one-time" fees shall be paid to M&I as set
----------------
forth in the Fee Schedule. All other amounts due hereunder shall be paid within
ten (10) days of invoice, unless otherwise provided in the Fee Schedule.
Undisputed charges not paid by the due date shall be subject to annual interest
at the rate of 12% or the highest rate permitted by law, whichever is lower.
Customer shall also pay any collection fees, court costs 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.

6.8. Modification of Terms and Pricing. Except as specifically set forth
---------------------------------
in the Fee Schedule for Print/Distribution and the IBJ Contract, commencing
following the second anniversary of the Effective Date, all charges for Services
shall be subject to the annual adjustments (including CPI adjustments) set forth
in the Fee Schedule.

7. PERFORMANCE WARRANTY/EXCLUSIVE REMEDY/DISCLAIMER OF ALL OTHER WARRANTIES

7.1. Performance Warranty. M&I does not warrant that the Services will be
--------------------
uninterrupted or error-free, but warrants that it will provide the Services
covered by this Agreement in a commercially reasonable manner in substantial
conformity with the applicable User Manuals (the "Performance Warranty"). THIS
PERFORMANCE WARRANTY IS SUBJECT TO THE WARRANTY EXCLUSIONS SET FORTH BELOW IN
SECTION 7.2 AND THE REMEDY LIMITATIONS SET FORTH BELOW IN SECTION 7.3.

7.2. Performance Warranty Exclusions. Except as may be expressly agreed in
-------------------------------
writing by M&I, M&I's Performance Warranty does not apply to:

A. defects, problems, or failures caused by the Customer's
nonperformance of obligations essential to M&I's performance of its
obligations; and/or

B. defects, problems, or failures caused by an event of force
majeure.

7.3. Notice of and Correction of Defects. Customer shall notify M&I in
-----------------------------------
writing of any alleged breach of this Performance Warranty. If the breach
consists of a failure by M&I to perform in accordance with the Performance
Warranty, M&I shall have thirty (30) days to correct the alleged breach. During
this time period, M&I shall use reasonable efforts, at its own expense, to
remedy the breach. Customer shall be responsible for making whatever
appropriate adjustments may be necessary to mitigate adverse effects on Customer
until M&I remedies the breach. 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.

7.4. Backup Remedy. If M&I fails to remedy the breach in the time periods
-------------
specified in Section 7.3 above, Customer may file a claim for Damages pursuant
to the dispute resolution procedure set forth in Section 13.1 below and, in
addition, terminate the Agreement for cause

pursuant to Section 9.2 below. THE BACKUP REMEDY SET FORTH IN THIS SECTION 7.4
IS CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR M&I's BREACH OF THE PERFORMANCE
WARRANTY, TO THE EXCLUSION OF ALL OTHER REMEDIES, IN CONTRACT, TORT, OR
OTHERWISE.

7.5. DISCLAIMER OF ALL OTHER WARRANTIES. THIS PERFORMANCE WARRANTY, AND
----------------------------------
THE REPRESENTATIONS IN ARTICLE 14, ARE IN LIEU OF, AND M&I DISCLAIMS ANY AND ALL
OTHER WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR
WRITTEN) WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT M&I KNOWS, HAS REASON TO KNOW,
HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER
ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE
OF DEALING. IN ADDITION, M&I DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY
PERSON OTHER THAN THE CUSTOMER WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS
AGREEMENT.

8. MODIFICATION OR PARTIAL TERMINATION

8.1. Modifications to Services. M&I may modify, amend, enhance, update, or
-------------------------
provide an appropriate replacement for the software used to provide the
Services, or any element of its systems or processes at any time to: (i)
improve the Services or (ii) facilitate the continued economic provision of the
Services to Customer or M&I, provided that neither the functionality of the
Services nor any applicable Performance Standards are materially adversely
affected. M&I shall provide reasonable advance notice to Customer of material
modifications, enhancements, or replacements to the software used to provide the
Services.

8.2. Partial Termination by M&I. M&I may, at any time, withdraw any of the
--------------------------
Services upon providing one hundred eighty (180) days' prior written notice to
Customer. M&I may also terminate any of the Services immediately upon any final
regulatory, legislative, or judicial determination that providing such Services
is inconsistent with applicable law or regulation. If M&I terminates any
Service, M&I agrees to assist Customer, without additional charge, in
identifying an alternate provider of such terminated Service. M&I represents
that, as of the Effective Date, it has no knowledge of any final regulatory,
legislative or judicial determination that the provision of any of the Initial
Services is inconsistent with applicable law or regulation.

8.3. Partial Termination by Customer.
-------------------------------

A. Customer agrees that, during the Term, Customer shall obtain
exclusively from M&I all of its requirements covered by the Services except
as specifically set forth in the attached Schedules. If Customer breaches
the foregoing covenant, Customer shall pay M&I a Termination Fee for the
discontinued Service, as liquidated damages and not as a penalty, provided
that it shall not be a breach of the foregoing covenants if Customer shall
obtain a New Service from M&I to replace an existing Service.
Notwithstanding the foregoing, Customer may terminate any Service
specifically identified and noted in Schedules 5.1 - 5.12 hereof as being
subject to termination without penalty, without payment of any Termination
Fee under Section 9 of this Agreement, and the foregoing shall thereupon no
longer apply to Customer with respect to such Service.

B. Unless otherwise agreed to by the parties in writing, Customer may
terminate any New Service upon one hundred eighty (180) days prior written
notice to M&I. Termination of New Services shall not be subject to any
Termination Fee, unless the entire Agreement is terminated in a manner
which would entitle M&I to receive a Termination Fee.

8.4. Ownership and Proprietary Rights. M&I reserves the right to determine
--------------------------------
the hardware, software and tools to be used by M&I in fulfilling its duties
under this Agreement. M&I and Customer intend and agree that M&I shall retain
title and all other ownership and proprietary rights in and to the M&I
Proprietary Materials and information. Such ownership and proprietary rights
shall include any and all rights in and to patents, trademarks, copyrights, and
trade secret rights. M&I and Customer agree that M&I Proprietary Materials and
Information are not "work made for hire" within the meaning of U.S. Copyright
Act 17 U.S.C. Section 101.

9. TERMINATION

9.1. Early Termination. The terms and conditions set forth in attached
-----------------
Schedule 9.1 shall govern the early termination of this Agreement or any
Service.

9.2. For Cause. If either party fails to perform any of its material
---------
obligations under this Agreement and (i) does not cure such failure within
thirty (30) days (or any other cure period specifically set forth in the
Agreement) after being given notice specifying the nature of the failure, or
(ii) if the failure is not one that can reasonably be cured within thirty (30)
days, does not develop a plan to cure the failure and diligently proceed
according to the plan until the failure has been cured (provided that a failure
to make any payment when due shall not in any case be deemed a failure that
cannot reasonably be cured within thirty (30) days) then the non-defaulting
party may, by giving notice to the other party, terminate this Agreement as of
the date specified in such notice of termination, or such later date agreed to
by the parties, without prejudice to the non-defaulting party's right to collect
Damages (if the non-defaulting party is the Customer) or the Termination Fee (if
the non-defaulting party is M&I).

9.3. For Insolvency. In addition to the termination rights set forth in
--------------
Sections 9.1 and 9.2, subject to the provisions of Xxxxx 00, Xxxxxx Xxxxxx Code,
if either party becomes or is declared insolvent or bankrupt, is the subject to
any proceedings relating to its liquidation, insolvency or for the appointment
of a receiver or similar officer for it, makes an assignment for the benefit of
all or substantially all of its creditors, or enters into an agreement for the
composition, extension, or readjustment of all or substantially all of its
obligations, or is subject to regulatory sanction by any Federal Regulator, then
the other party may, by giving written notice to such party, may terminate this
Agreement as of a date specified in such notice of termination; provided that
the foregoing shall not apply with respect to any involuntary petition in
bankruptcy filed against a party unless such petition is not dismissed within
sixty (60) days of such filing.

9.4. For Force Majeure. In the event that M&I fails to provide the
-----------------
Services in accordance with this Agreement for a period of forty-five (45) days
due to an event of force majeure (as described in Section 20.14 hereof, Customer
may terminate this Agreement upon written notice to M&I delivered within thirty
(30) days thereafter, without payment of any Termination Fee.

9.5. For Assignment. Customer may terminate this Agreement without payment
--------------
of any Termination Fee upon written notice in the event that (a) M&I assigns
this Agreement without Customer's consent in violation of Section 20.4, or (b)
M&I is subject to a Change in Control.

10. SERVICES FOLLOWING TERMINATION

10.1. Termination Assistance. Following the expiration or early
----------------------
termination of this Agreement, M&I shall provide Customer, at Customer's
expense, all necessary assistance to facilitate the orderly transition of
Services to Customer or its designee ("Termination Assistance"). As part of the
Termination Assistance, M&I shall assist Customer to develop a plan for the
transition of all Services then being performed by M&I under this Agreement,
from M&I to Customer or its designee, on a reasonable schedule developed jointly
by M&I and Customer. Prior to providing any Termination Assistance, M&I shall
deliver to Customer a good faith estimate of all such Expenses and charges
including charges for custom programming services. Customer understands and
agrees that all Expenses and charges for Termination Assistance shall be
computed in accordance with M&I's then-current standard prices for such
products, materials and services. Nothing contained herein shall obligate
Customer to receive Termination Assistance from M&I.

10.2. Continuation of Services. Unless M&I terminates this Agreement
------------------------
pursuant to Section 9.2 above, upon at least ninety (90) days' prior written
request by Customer, M&I shall continue to provide Customer all Services and the
Effective Date of Termination shall be extended for a maximum period of twelve
(12) months. If Customer elects to receive the Services for such period, M&I's
then-current standard pricing shall apply to the provision and receipt of such
Services.

11. LIMITATION OF LIABILITY/MAXIMUM DAMAGES ALLOWED

11.1. Equitable Relief. Either party may seek equitable remedies,
----------------
including injunctive relief, for a breach of the other party's obligations under
Article 15 of this Agreement, prior to commencing the dispute resolution
procedures set forth in Section 13.1 below.

11.2. Exclusion of Incidental and Consequential Damages. Independent of,
-------------------------------------------------
severable from, and to be enforced independently of any other provision of this
Agreement, NEITHER PARTY (INCLUDING WITH RESPECT TO CLAIMS BY CUSTOMER, ANY
ELIGIBLE PROVIDER) WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING
RIGHTS DERIVED FROM THE OTHER PARTY'S RIGHTS) IN CONTRACT, TORT, (INCLUDING
NEGLIGENCE) OR OTHERWISE, FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR
EXEMPLARY DAMAGES OF ANY KIND - including lost profits, loss of business, or
other economic damage, and further including injury to property, AS A RESULT OF
BREACH OF ANY WARRANTY OR OTHER TERM OF THIS AGREEMENT, INCLUDING ANY FAILURE OF
PERFORMANCE, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS
ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

11.3. Maximum Damages Allowed. Notwithstanding any other provision of
-----------------------
this Agreement, and for any reason, including breach of any duty imposed by this
contract or independent of this contract, and regardless of any claim in
contract, tort (including negligence) or otherwise, the total, aggregate
liability under this Agreement of M&I and/or any Eligible Provider shall in no
circumstance exceed five million dollars ($5,000,000), provided, however, that
the foregoing shall not limit M&I's liability for willful misconduct.

11.4. Statute of Limitations. 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 on which the
cause of action arose regardless of the nature of the claim or

form of action, whether in contract, tort (including negligence) or otherwise;
provided, however, the foregoing limitation shall not apply to the collection of
any amounts due under this Agreement.

11.5. Economic Loss Waiver. In addition to and not in limitation of any
--------------------
other provision of this Article 11, each party hereby knowingly, voluntarily,
and intentionally waives any right to recover from the other party, and Customer
waives any right to recover from any Eligible Provider, any economic losses or
damages in any action brought under tort theories, including, misrepresentation,
negligence and/or strict liability and/or relating to the quality or performance
of any products or services provided by M&I or any Eligible Provider. For
purposes of this waiver, economic losses and damages include monetary losses or
damages caused by a defective product or service except personal injury or
damage to other tangible property. Even if remedies provided under this
Agreement shall be deemed to have failed of their essential purpose, neither
party shall have any liability to the other party under tort theories for
economic losses or damages.

11.6. Liquidated Damages. Customer acknowledges that M&I shall suffer a
------------------
material adverse impact on its business if this Agreement is terminated prior to
expiration of the Term, and that the resulting damages may not be susceptible of
precise determination. Customer acknowledges that the Termination Fee is a
reasonable approximation of such damages and shall be deemed to be liquidated
damages and not a penalty.

11.7. Essential Elements. Customer and M&I acknowledge and agree that the
------------------
limitations contained in this Article 11 are essential to this Agreement, and
that M&I has expressly relied upon the inclusion of each and every provision of
this Article 11 as a condition to executing this Agreement.

12. INDEMNITY

12.1. Indemnity.
---------

A. By Customer. Customer shall indemnify M&I from, and defend M&I
-----------
against, any liability or expenses arising out of or relating to (i) the
inaccuracy or untruthfulness of any representation or warranty made by
Customer to M&I, (ii) a violation of Federal, state, or other laws or
regulations for the protection of persons or members of a protected class
or category of persons by Customer or its employees or agents, (iii) sexual
discrimination or harassment by Customer or its employees or agents, (iv)
work-related injury or death caused by Customer or its employees or agents,
(v) tangible personal or real property damage resulting from Customer's
acts or omissions, or those of its employees or agents, and (vi) arising
out of M&I's reliance on any data, instruction or information provided by
Customer pursuant to Proper Instructions. Customer shall be responsible
for any costs and Expenses incurred by M&I in connection with the
enforcement of this provision.

B. By M&I. M&I shall indemnify Customer from, and defend Customer
------
against, any liability or expenses arising out of or relating to (i) any
claim by a third party that the Services or M&I's software infringe upon
any United States patent, copyright or trademark of a Third Party, (ii) any
claim by a Third Party in connection with or arising from the Services,
(iii) the inaccuracy or untruthfulness of any representation or warranty
made by M&I to Customer, (iv) a violation of Federal, state, or other laws
or regulations for the protection of persons or members of a protected
class or category of persons by M&I or its employees or agents, (v) sexual
discrimination or harassment by M&I, its employees, or

agents, (vi) work-related injury or death caused by M&I, its employees, or
agents, (vii) tangible personal or real property damage resulting from
M&I's acts or omissions, and (viii) M&I's failure to perform the Services
in accordance with this Agreement. M&I shall be responsible for any costs
and expenses incurred by Customer in connection with the enforcement of
this provision.

12.2. Indemnification Procedures. If any Third Party makes a claim
--------------------------
covered by this Section against an indemnitee with respect to which such
indemnitee intends to seek indemnification under this Section, such indemnitee
shall give notice of such claim to the indemnifying party, including a brief
description of the amount and basis therefor, if known. Upon giving such
notice, the indemnifying party shall be obligated to defend such indemnitee
against such claim, and shall be entitled to assume control of the defense of
the claim with counsel chosen by the indemnifying party, reasonably satisfactory
to the indemnitee. Indemnitee shall cooperate fully with, and assist, the
indemnifying party in its defense against such claim in all reasonable respects.
The indemnifying party shall keep the indemnitee fully apprised at all times as
to the status of the defense. Notwithstanding the foregoing, the indemnitee
shall have the right to employ its own separate counsel in any such action, but
the fees and expenses of such counsel shall be at the expense of such
indemnitee. Neither the indemnifying party nor any indemnitee shall be liable
for any settlement of action or claim effected without its consent.
Notwithstanding the foregoing, the indemnitee shall retain, assume, or reassume
sole control over all expenses relating to every aspect of the defense that it
believes is not the subject of the indemnification provided for in this Section.
Until both (a) the indemnitee receives notice from indemnifying party that it
will defend, and (b) the indemnifying party assumes such defense, the indemnitee
may, at any time after ten (10) days from the date notice of claim is given to
the indemnifying party by the indemnitee, resist or otherwise defend the claim
or, after consultation with and consent of the indemnifying party, settle or
otherwise compromise or pay the claim. The indemnifying party shall pay all
costs of indemnity arising out of or relating to that defense and any such
settlement, compromise, or payment. The indemnitee shall keep the indemnifying
party fully apprised at all times as to the status of the defense. Following
indemnification as provided in this Section, the indemnifying party shall be
subrogated to all rights of the indemnitee with respect to the matters for which
indemnification has been made.

13. DISPUTE RESOLUTION

13.1. Representatives of Parties. All disputes arising under or in
--------------------------
connection with this Agreement shall initially be referred to the Account
Representatives. If the Account Representatives are unable to resolve the
dispute within five (5) business days after referral of the matter to them, the
managers of the Account Representatives shall attempt to resolve the dispute.
If, after five (5) days they are unable to resolve the dispute, senior
executives of the parties shall attempt to resolve the dispute. If, after five
(5) days they are unable to resolve the dispute, the parties shall submit the
dispute to the chief executive officers of the parties for resolution. Neither
party shall commence legal proceedings with regard to a dispute until completion
of the dispute resolution procedures set forth in this Section 13.1, except to
the extent necessary to preserve its rights or maintain a superior position.

13.2. Arbitration. If the procedures in Section 13.1 above do not result
-----------
in resolution of the dispute within ten (10) business days after the chief
executive officers have received the necessary information, the dispute shall be
submitted to binding arbitration in Milwaukee, Wisconsin, conducted in
accordance with the Center for Public Resources ("CPR") Rules For Non-
Administered Arbitration of Business Disputes. Any controversy or dispute shall
be arbitrated by a single

arbitrator either mutually agreed upon by the parties or, absent agreement,
appointed in accordance with the aforesaid CPR Rules. The arbitration shall be
governed by the United States Arbitration Act, 9 USC 1-16, and judgment upon the
award may be entered by any Court having jurisdiction thereof. The arbitrators
shall have case management authority and shall resolve the controversy in a
final award within 180 days from the commencement of the arbitration action. All
questions of arbitration shall be resolved by the arbitrator appointed pursuant
to this clause. In the event that the CPR no longer promulgates rules as set
forth above, then the arbitration shall be administered under the rules of the
American Arbitration Association or such other recognized rules for resolution
of disputes as the parties may mutually agree upon.

13.3. Continuity of Performance. During the pendency of the dispute
-------------------------
resolution proceedings described in this Article 13, M&I shall continue to
provide the Services so long as Customer shall continue to pay all undisputed
amounts to M&I in a timely manner.

14. AUTHORITY

14.1. M&I. M&I warrants that:
---

A. M&I has the right to provide the Services hereunder, using all
computer software required for that purpose. M&I has all the requisite
corporate power and authority to execute, deliver and perform its
obligations under this Agreement. The execution, delivery and performance
of this Agreement has been duly authorized by M&I and this Agreement is
enforceable in accordance with its terms against M&I. No approval,
authorization or consent of any governmental or regulatory authorities is
required to be obtained or made by M&I in order for M&I to enter into and
perform its obligations under this Agreement.

14.2. Customer. Customer warrants that it is a corporation validly
--------
existing and in good standing under the laws of the state of its incorporation.
It has all the requisite corporate power and authority to execute, deliver and
perform its obligations under this Agreement. The execution, delivery and
performance of this Agreement has been duly authorized by Customer and this
Agreement is enforceable in accordance with its terms against Customer. No
approval, authorization or consent of any governmental or regulatory authorities
required to be obtained or made by Customer in order for Customer to enter into
and perform its obligations under this Agreement.

15. CONFIDENTIALITY AND OWNERSHIP

15.1. Customer Data. Customer shall remain the sole and exclusive owner
-------------
of all Customer Data and other Confidential Information (as hereinafter defined)
of Customer, regardless of whether such data is maintained on magnetic tape,
magnetic disk, or any other storage or processing device. All such Customer
Data and other Confidential Information shall, however, be subject to regulation
and examination by the appropriate auditors and regulatory agencies to the same
extent as if such information were on Customers premises. "Customer Data" means
any and all data and information of any kind or nature submitted to M&I by
Customer, or received by M&I on behalf of Customer, in connection with the
Services.

15.2. M&I Systems. Customer acknowledges that it has no rights in any
-----------
software, systems, documentation, guidelines, procedures and similar related
materials or any modifications thereof and/or provided by M&I, except with
respect to Customer's use of the same during the Term to process its data and
that of its clients.

15.3. Confidential Information. "Confidential Information" of a party
------------------------
shall mean all confidential or proprietary information and documentation of such
party, whether or not marked as such, including without limitation with respect
to Customer, all Customer Data and including, with respect to M&I, the M&I
Software. Confidential Information shall not include: (i) information which is
or becomes publicly available (other than by the person or entity having the
obligation of confidentiality) without breach of this Agreement; (ii)
information independently developed by the receiving party without reference to
the Confidential Information of the other party; (iii) information received from
a third party not under a confidentiality obligation to the disclosing party; or
(iv) information already in the possession of the receiving party without
obligation of confidence at the time first disclosed by the disclosing party.
The parties acknowledge and agree that the substance of the negotiations of this
Agreement, and the terms of this Agreement are considered Confidential
Information subject to the restrictions contained herein. Neither party shall
use, copy, sell, transfer, publish, disclose, display, or otherwise make any of
the other party's Confidential Information available to any Third Party without
the prior written consent of the other.

15.4. Obligations of the Parties. M&I and Customer shall hold the
--------------------------
Confidential Information of the other party in confidence and shall not disclose
or use such Confidential Information other than for the purposes contemplated by
this Agreement, and shall instruct their employees, agents, and contractors to
use the same care and discretion with respect to the Confidential Information of
the other party, an Eligible Provider, or of any Third Party utilized hereunder
that M&I and Customer each require with respect to their own most confidential
information, but in no event less than a reasonable standard of care, including
but not limited to, the utilization of security devices or procedures designed
to prevent unauthorized access to such materials. Each party shall instruct its
employees, agents, and contractors (including, in the case of M&I, Eligible
Providers) of its confidentiality obligations hereunder and not to attempt to
circumvent any such security procedures and devices. Each party's obligation
under the preceding sentence may be satisfied by the use of its standard form of
confidentiality agreement, if the same reasonably accomplishes the purposes here
intended. All such Confidential Information shall be distributed only to
persons having a need to know such information to perform their duties in
conjunction with this Agreement, which shall include Eligible Providers.
Customer shall treat the confidential or proprietary information and
documentation of Eligible Providers as M&I Confidential Information.

15.5. Security. M&I shall be responsible for establishing and maintaining
--------
safeguards against any disaster, loss or alteration of the Customer Data in the
possession of M&I. Such safeguards shall be no less rigorous than that M&I uses
to protect its own data of a similar nature.

16. MANAGEMENT OF PROJECT

16.1. Account Representatives. Each party shall cause an individual to be
-----------------------
assigned ("Account Representative") to devote time and effort to management of
the Services under this Agreement.

17. REGULATORY COMPLIANCE

A. Customer shall be solely responsible for monitoring and interpreting
(and for complying with, to the extent such compliance requires no action by
M&I) the federal and state laws, rules and regulations pertaining to Customer's
business (the "Legal Requirements"). Based on Customer's Proper Instructions,
M&I shall select the processing parameter settings, features and options
(collectively, the "Parameters") within M&I's system that will apply to
Customer. Customer

shall be responsible for determining that such selections are consistent with
the Legal Requirements and with the terms and conditions of any agreements
between Customer and its clients. In making such determinations, Customer may
rely upon the written descriptions of such Parameters contained in the User
Manuals. M&I shall perform system processing in accordance with the Parameters.

B. Subject to the foregoing, M&I shall perform an on-going review of
federal laws, rules and regulations, including regulations promulgated by the
Federal Regulators and the Internal Revenue Service related to the Services (a
"Federal Requirement). M&I shall maintain the features and functions for each
of the Services to be in material compliance with all applicable Federal
Requirements, provided that for any new Federal Requirement arising after the
date of this Agreement M&I will support such Federal Requirement through changes
to the M&I Software or suitable procedures not involving changes to the M&I
Software, without additional charge to Customer, to enable Customer to comply
with such Federal Requirement.

C. In any event, M&I shall work with Customer in developing and
implementing a suitable procedure or direction to enable Customer to comply with
federal and state laws, rules and regulations applicable to the Services being
provided by M&I to Customer, including in those instances when M&I has elected
to, but it is not commercially practicable to, modify the M&I Software prior to
the regulatory deadline for compliance.

18. DISASTER RECOVERY

18.1. Services Continuity Plan. M&I shall maintain throughout the Term of
------------------------
the Agreement a Services Continuity Plan (the "Plan") in compliance with
applicable regulatory requirements. "Disaster" shall have the meaning set forth
in the Plan. Review and acceptance of the Plan as may be required by any
applicable regulatory agency shall be the responsibility of Customer. M&I shall
cooperate with Customer in conducting such reviews as such regulatory agency may
from time to time reasonably request.

18.2. Relocation. If appropriate, M&I shall relocate all affected
----------
Services to an alternate disaster recovery site as expeditiously as possible
after declaration of a Disaster, and shall coordinate with Customer all
requisite telecommunications modifications necessary to achieve full
connectivity to the disaster recovery site, in material compliance with all
regulatory requirements.

18.3. Resumption of Services. The Plan provides that, in the event of a
----------------------
Disaster, M&I will be able to resume the Services in accordance therewith within
the time periods specified in the Plan. In the event M&I is unable to resume
the Services to Customer within the time periods specified in the Plan, Customer
shall have the right to terminate this Agreement without payment of the
Termination Fee upon written notice to M&I delivered within forty-five (45) days
after declaration of such Disaster.

19. GENERAL TERMS AND CONDITIONS

19.1. Transmission of Data. The responsibility and expense for
--------------------
transportation and transmission of, and the risk of loss for, data and media
transmitted between M&I and Customer shall be borne by Customer. Data lost by
M&I following processing, including loss of data transmission, shall either be
restored by M&I from its backup media or shall be reprocessed from Customers
backup media at no additional charge to Customer.

19.2. Equipment and Network. Customer shall obtain and maintain at its
---------------------
own expense its own data processing and communications equipment as may be
necessary or appropriate to facilitate the proper use and receipt of the
Services.

19.3. Reliance on Data. M&I will perform the 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.

20. MISCELLANEOUS PROVISIONS

20.1. Governing Law. The validity, construction and interpretation of
-------------
this Agreement and the rights and duties of the parties hereto shall be governed
by the internal laws of the State of Wisconsin, excluding its principles of
conflict of laws.

20.2. Venue and Jurisdiction. In the event of litigation to enforce the
----------------------
terms of this Agreement, the parties consent to venue in an exclusive
jurisdiction of the courts of Milwaukee County, Wisconsin and the Federal
District Court for the Eastern District of Wisconsin. The parties further
consent to the jurisdiction of any federal or state court located within a
district which encompasses assets of a party against which a judgment has been
rendered, either through arbitration or litigation, for the enforcement of such
judgment or award against such party or the assets of such party.

20.3. Entire Agreement: Amendments. This Agreement, together with the
-----------------------------
exhibits and schedules hereto, constitutes the entire agreement between M&I and
the Customer 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 matter. This Agreement, including the exhibits and schedules hereto, may
be amended only by an instrument in writing executed by the parties or their
permitted assignees.

20.4. Assignment. This Agreement may not be assigned by either party, by
----------
operation of law or otherwise, without the prior written consent of the other
party, which consent shall not be unreasonably withheld.

20.5. Relationship of Parties. The performance by M&I of its duties and
-----------------------
obligations under this Agreement shall be that of an independent contractor and
nothing contained in this Agreement shall create or imply an agency relationship
between Customer and M&I, nor shall this Agreement be deemed to constitute a
joint venture or partnership between Customer and M&I.

20.6. Notices. Except as otherwise specified in the Agreement, all
-------
notices, requests, approvals, consents and other communications required or
permitted under this Agreement shall be in writing and shall be personally
delivered or sent by (i) first class U.S. mail, registered or certified, return
receipt requested, postage pre-paid; or (ii) U.S. express mail, or other,
similar overnight courier service to the address specified below. Notices shall
be deemed given on the day actually received by the party to whom the notice is
addressed.

In the case of M&I: Xxxxxxxx & Xxxxxx Corporation

000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx XX 00000
Attn: Xxxxxxx X. Xxxxxxxx

In the case of Customer: Metavante Corporation

0000 Xxxx Xxxxx Xxxx Xxxx
Xxxxx Xxxx XX 00000
Attn: Xxxx X. Xxxxxxxx
Senior Vice President, Sales & Marketing

Xxxxxx X. Xxxxxx

Senior Vice President and General Counsel

20.7. Headings. Headings in this Agreement are for reference purposes
--------
only and shall not affect the interpretation or meaning of this Agreement.

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

20.9. Waiver. No delay or omission by either party to exercise any right
------
or power it has under this Agreement shall impair or be construed as a waiver of
such right or power. A waiver by any party of any breach or covenant shall not
be construed to be a waiver of any succeeding breach or any other covenant. All
waivers must be in writing and signed by the party waiving its rights.

20.10. Severability. The provisions of this Agreement shall be deemed
------------
severable, and the unenforceability of any one or more provisions will not
affect the enforceability of any other provisions. In addition, if any
provision of this Agreement, for any reason, is held by court or arbitrator of
competent jurisdiction to be unenforceable, the parties will substitute an
enforceable provision that, to the maximum extent possible in accordance with
applicable law, preserves the original intentions and economic positions of the
parties. Articles 10, 11 and 15 and Sections 20.1, 20.2, and 20.16 shall
survive the expiration or earlier termination of this Agreement for any reason.

20.11. Attorneys' Fees and Costs. If any legal action is commenced in
-------------------------
connection with the enforcement of this Agreement or any instrument or agreement
required under this Agreement, the prevailing party shall be entitled to costs,
attorneys' fees actually incurred, and necessary disbursements incurred in
connection with such action, as determined by the court.

20.12. Publicity. Neither party shall use the other party's names or
---------
trademarks (Customer agrees that M&I's names and trademarks include those of
Eligible Providers) or refer to such names or trademarks directly or indirectly
in any media release, public announcement or public disclosure relating to this
Agreement or its subject matter, or in any promotional or marketing materials,
lists or business presentations, without consent from the other party for each
such use or release in accordance with this Section, provided that M&I may
include Customer's name in M&I's customer list and may identify Customer as its
customer in its sales presentations and marketing materials without obtaining
Customer's prior consent. Customer agrees that neither it, its directors,
officers, employees or agents shall disclose this Agreement or any of the terms
or provisions of this Agreement to any other party. Notwithstanding the
foregoing, at M&I's request Customer agrees to

issue a joint press release prepared by M&I to announce the relationship
established by the parties hereunder. All other media releases, public
announcements, and public disclosures by either party relating to this Agreement
or the subject matter of this Agreement (each, a "Disclosure"), including
promotional or marketing material, but not including (i) announcements intended
solely for internal distribution, or (ii) disclosures to the extent required to
meet legal or regulatory requirements beyond the reasonable control of the
disclosing party, shall be subject to review and approval, which approval shall
not be unreasonably withheld, by the other party prior to release. Such approval
shall be deemed to be given if a party does not object to a proposed Disclosure
within ten (10) business days of receiving same. Disputes regarding the
reasonableness of objections to the joint press release or any Disclosures shall
be subject to the Dispute Resolution Procedures of Section 13.1.

20.13. No Third Party Beneficiaries. Each party intends that this
----------------------------
Agreement shall not benefit, or create any right or cause of action in or on
behalf of, any person or entity other than the Customer and M&I, provided that
applicable provisions of this Agreement shall inure to the benefit of Eligible
Providers.

20.14. Force Majeure. Notwithstanding any provision contained in this
-------------
Agreement, neither party shall be liable to the other to the extent fulfillment
or performance if any terms or provisions of this Agreement is delayed or
prevented by revolution or other civil disorders; wars; acts of enemies;
strikes; lack of available resources from persons other than parties to this
Agreement or their agents, subcontractors, or suppliers; labor disputes;
electrical equipment or availability failure; 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 control, and
which by the exercise of reasonable diligence it is unable to prevent, whether
of the class of causes hereinbefore enumerated or not. This clause shall not
apply to the payment of any sums due under this Agreement by either party to the
other.

20.15. Waiver of Jury Trial. Each of Customer and M&I hereby knowingly,
--------------------
voluntarily and intentionally waives any and all rights it may have to a trial
by jury in respect of any litigation based on, or arising out of, under, or in
connection with, this Agreement or any course of conduct, course of dealing,
statements (whether verbal or written), or actions of M&I or Customer,
regardless of the nature of the claim or form of action, whether contract or
tort, including negligence.

20.16. Nonsolicitation. During the term of this Agreement, neither party
---------------
shall actively solicit for hire any employees of the other party, provided,
however, that nothing in this Section 20.16 shall be deemed or construed to
prevent solicitation, recruitment or hiring of any employee of the other party
who first initiates contact with the soliciting, recruiting or hiring party, so
long as such party did not engage in any activity intended specifically to
encourage the other party's employees to initiate such contact. General
advertisements shall not be deemed violative of this restriction.

20.17. Exclusion for Customer's Origins(TM) Related Business.
------------------------------------------------------
Notwithstanding anything to the contrary in this Agreement, M&I and Customer
agree and understand that the Business Process Outsourcing ("BPO") and
Partnership Banking business services provided to customers by Metavante's
Origins-related services shall not be subject to or covered by this Agreement;
it being further agreed and understood that the provision of such Origins(TM)-
related services shall be subject to and covered by the terms of a Strategic
Marketing Alliance Agreement to be entered into by and between the parties.

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

METAVANTE CORPORATION ("Customer")

By:______________________________________________
Name:____________________________________________
Title:___________________________________________

XXXXXXXX & XXXXXX CORPORATION ("M&I")

By:______________________________________________
Name:____________________________________________
Title:___________________________________________

Index to Schedules and Exhibits

SCHEDULE 1.1 - DEFINITIONS

SCHEDULE 5.1 - DEPOSIT SERVICES

EXHIBIT 5.1 - DEPOSITORY AGREEMENT AND RESOLUTIONS

SCHEDULE 5.2 - CHECK IMAGE/CD-ROM SERVICES

SCHEDULE 5.3 - RENDERING SERVICES

SCHEDULE 5.4 - RETAIL LOCKBOX SERVICES

SCHEDULE 5.5 - WHOLESALE LOCKBOX SERVICES

EXHIBIT 5.5 - WHOLESALE LOCKBOX SERVICES

SCHEDULE 5.6 - AUTOMATED CLEARING HOUSE ("ACH") SERVICES

EXHIBIT 5.6 - AUTOMATED CLEARING HOUSE ("ACH") SERVICES

EXHIBIT 5.6(A) - ADDENDUM TO EXHIBIT 5.6

EXHIBIT 5.6(B) - AUTHORIZED ACH REPRESENTATIVES

EXHIBIT 5.7 - INFORMATION REPORTING SERVICES

SCHEDULE 5.8 - FUNDS TRANSFER SERVICES

EXHIBIT 5.8 - WIRE TRANSFER AGREEMENT

SCHEDULE 5.9 - ACCOUNT RECONCILIATION SERVICES

EXHIBIT 5.9(A) - ACCOUNT RECONCILIATION SERVICES

EXHIBIT 5.9(B) - POSITIVE PAY SERVICE AGREEMENT

SCHEDULE 5.10 - CONTROLLED DISBURSEMENT ACCOUNT SERVICES

EXHIBIT 5.10 - CONTROLLED DISBURSEMENT ACCOUNT AGREEMENT

SCHEDULE 5.11 - INVESTMENT SWEEP SERVICES

SCHEDULE 5.12 - MISCELLANEOUS SERVICES

EXHIBIT 5.12 - MISCELLANEOUS SERVICES

SCHEDULE 6.1 - FEE SCHEDULE

EXHIBIT 6.1 - CORPORATE AVAILABILITY SCHEDULE

SCHEDULE 9.1 - TERMINATION FEE

The above schedules and exhibits have been omitted. These schedules and
exhibits will be furnished supplementally to the Securities and Exchange
Commission upon request.

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