COMPLIANCE SERVICES AGREEMENT Effective January 1, 2005
THIS OPERATIONS & DATA PROCESSING SERVICE AGREEMENT is made and entered into this 1st
day of January, 2005, by and between Republic First Bank ("Customer") and BSC Services Corp ("Servicer"),
and updated as necessary to assure an objective allocation of costs, consistent with arms length business
practices and all applicable regulations. Actual costs will be billed, based upon good faith estimates of time
allocations, unless both parties to the contract agree to a mark-up. Without such mark-up, the services
performed are under-market; however, this is acceptable, since neither party is suffering a detriment. So that the
Customer can independently gauge the below-market, objective allocation of costs, detail of salary and time
allocations will be provided as requested. Should such objective allocations change prior to billings, Customer
agrees to modify the next billing to "true up" billings to the actual amounts of the new allocations.
In consideration of the mutual promises set forth herein, Servicer and Customer agree as follows:
SECTION 1 - SERVICES PROVIDED
1.1 Compliance. Compliance reviews, training, implementation of new regulations, and assistance to regulatory
authorities in assuring compliance with regulatory and regulatory examination team requirements will be provided.
SECTION 2 - OTHER SERVICES AND OBLIGATIONS
2.1 Training. Servicer shall provide to Customer service standard training programs for the purpose of training
Customer's personnel in the proper use of Servicer's procedures, systems and reports. Customer shall provide
competent personnel for such training and shall cooperate with Servicer in properly scheduling such training in
conjunction with Customer's conversion to Servicer's standard training.
SECTION 3 - PAYMENT OF FEES
3.1 Service Charges. Customer agrees to pay Servicer for the Services in accordance with the charges set forth
in Schedule A attached hereto. Changes will be determined t