This Internet Banking and Bill Payment Agreement (this "Agreement") contains disclosures and important information about the operation of the Merchants & Marine Bank ("M&M" or "Bank") Internet Banking System (the "System"). This Agreement states the terms and conditions for online services offered by the Bank and its impact on you and your accounts covered by the System. Please read the provisions and keep this document for your records. When you use, or you permit any other person(s) to use, Merchants & Marine Bank On-line Internet Banking and Merchants & Marine Bank On-line Bill Payment (collectively, "Online Services"), you agree to the terms and conditions of this Agreement. These terms and conditions are in addition to those that are contained in the deposit account agreement that you received when opening your deposit account (the 'Deposit Account Agreement'). If there is a conflict between the terms and conditions contained in this Agreement and those contained in the Deposit Account Agreement, or any other agreements between us relating to banking products and services, including the schedule of fees and services, the terms and conditions of this Agreement, as they relate to the Online Services, will override.

"You", "your", or "customer" means each person who is authorized to use the service. "Payee" means anyone, including the Bank, you designate and the Bank accepts as a payee.

System Hours of Operation:
You may use the System 24 hours a day, seven days a week, although some or all Online Services may not be available occasionally due to emergency or scheduled system maintenance. We agree to post on the Bank website notice of any scheduled extended periods of time that the system will not be available.

Business Days of Merchants & Marine Bank:
For purposes of these disclosures, the Banks business days include any calendar day other than Saturday, Sunday or any holidays recognized by Bank ("Business Days").

Business Days/Hours of Operation. The Bank's business hours are from 9:00 a.m. to 4:00 p.m., Monday through Thursday and from 9:00 a.m. to 5:00 p.m. on Friday, with the exception of bank holidays. The cut-off time for Merchants & Marine Bank On-line Internet Banking (“Internet Banking”) transactions will be the end of the business day for the Pascagoula Office. The cut-off time for Merchants & Marine Bank On-line Bill Payment (“Bill Payment”) transactions will be 2 P.M. CST. Business hours may fluctuate on the days immediately preceding or following a bank holiday. Hours of operation on these days will be the same as those for the Pascagoula Office located at 3118 Pascagoula Street, Pascagoula, Mississippi and Internet Banking cut-off time for these days will be adjusted accordingly.

Online Services is available 24 hours a day, 7 days a week except during maintenance periods or circumstances beyond our reasonable control. All times are based upon the Central time zone.

Customer Service:
You may contact Customer Support via telephone or electronic mail. Telephone support is available at 1-228-762-3311, Monday through Thursday from 8:00 a.m. to 4:00p.m., and 8:00 a.m. to 5:00 p.m. on Friday, except bank holidays. We generally respond to electronic mail inquiries within one business day of receipt.

Account Access:
For purposes of this Agreement, an "Eligible Account" is a non-commercial checking, money market, savings, or time deposit account for which you are an authorized signer, and for which, according to our records, you have authority, acting alone, to conduct all depositor-initiated transactions on such account; or a consumer or mortgage loan on which you are a borrower.You must have at least one Eligible Account with us and access to the Internet in order to use Online Services. (Depending upon the Online Services you utilize, one or more of your Eligible Accounts must be a deposit account.) If you are an authorized signer or borrower on more than one Eligible Account, we will automatically link such additional Eligible Accounts (collectively 'Linked Accounts") to your Online Service access. If you have additional eligible personal accounts that do not show when you access Online Services, please call us at 228-762-3311 or write us at Merchants & Marine Bank, Customer Service, 3118 Pascagoula St., Pascagoula, Ms. 39567, to update your linked accounts. Accounts that are not Linked Accounts will not be accessible through Online Services.

Available Services:

The following services are available through the System:

a) Account Information. Obtain balance and transaction information about your Linked Accounts. Please note that balance information may not reflect outstanding checks, recent debit card or ATM transactions or recent bill payments. Balances may also be subject to a hold (which will not necessarily be evident from the Online Services, but which you would have received written notice of when it was placed). Please also note that online transaction history for Eligible Accounts is limited; you may need to check the statements that we have previously sent you for information beyond the first day covered by the online transaction history. You may download your Linked Account(s) information into software such as Intuit Quicken®, Intuit QuickBooks®, Comma Separated File [.csv], or Microsoft Money®.

b) Funds Transfers. Transfer money between Linked Accounts with us. You may schedule transfers to be initiated on the current Business Day, on a future date, or on the same date of each month, subject to the restrictions of this Agreement and other agreements between you and the Bank (including, but not limited to those contained in the Deposit Account Agreement that limit the number of transfers that may be made from your account during any monthly period). Although you can enter transfer information through the online services twenty-four (24) hours a day, seven (7) days a week, transfers can be initiated by the Bank only on Business Days. Funds will be deducted from your account on the Business Day for which you direct the transfer to be initiated by the Bank. This date is referred to in this Agreement as the "Transaction Date." If the date that you designate as the Transaction Date is not a Business Day, the Transaction Date will be deemed to be the Business Day following the date that you have designated. Your transfer instructions must be received by the Bank not later than Internet Banking cut-off time on any Business Day in order for the transaction to be completed on that Business Day. If your instructions for a 'same day' transfer are received after the Internet Banking cut-off time or on a day that is not a Business Day, you will be deemed to have directed that the transfer occur on the following Business Day. Recurring transfers are those made for the same amount and are made on a weekly, bi-monthly, monthly or other periodic basis. Once started, recurring transfers will be made automatically unless you tell us to stop or cancel the Service in the manner provided below and, in such case, following a period of time that will give us a reasonable opportunity to act on your request. You may cancel or edit any transfer Instructions by following the directions provided in the on-line screen for the transfer services.

Pursuant to federal law, you may perform no more than six funds transfers, payments or preauthorized withdrawals per month from any money market account. If you exceed the maximum number of allowable transfers, payments or preauthorized withdrawals on any money market account, the Bank will take such steps, as it reasonably deems necessary to ensure your future compliance with allowable transfer limits, including terminating your Online Services. Allowable transfers and withdrawals from any savings account are limited to a maximum of three per month. Additionally, excess withdrawals are subject to a per transaction excess withdrawal fee as set forth in our schedule of fees and services, as amended from time to time.

Subject to the below specified provisions related to funds transfers and the terms of this Agreement, you may initiate transfers of funds between Accounts at the Bank. If, however, the Account from which you are transferring funds is subject to limitations on the number of withdrawals permitted per month or per statement period, you must observe those limitations. If an Account is subject to such limitations, those limitations will be stated in the account disclosures given to you.

Before making external transfers to or from your Account via the System, you must sign the Bank’s ACH Origination Agreement. External transfers are subject to the Agreement, the ACH Origination Agreement and the below specified provisions related to funds transfers.

• You agree that you will not initiate any funds transfer request that would cause the balance in the account being debited to be negative.
• You agree that Bank may act upon any funds transfer request that is made using your User Code and Password, whether or not the person initiating the request has the authority to do so.
• Bank will act upon a funds transfer request per the Internet Banking cut-off time rules stated above by making applicable accounting entries or by transmitting payment instructions to the applicable bank or other third party if such request is received prior to Bank’s applicable Cut-Off deadline and the day of receipt is a Business Day. Any funds transfer received by Bank after the applicable Cut-off deadline on a Business Day will be treated as received by Bank on its next Business Day.
• Bank may reject any funds transfer request, which, either in whole or in part, exceeds the collected and available funds on deposit with bank in the applicable account. Bank, at its sole option, may (but is not required to) create an overdraft to complete a funds transfer, and you agree to repay Bank immediately, the amount of the overdraft, whether or not demand is made. Bank is not obligated, however, to create any additional overdrafts or to give any notice that additional overdrafts will not be created, regardless of how many overdrafts may have been created previously.
• You shall have no right to cancel or amend a funds transfer request after its receipt by Bank. If, however, Bank receives a request to cancel or amend a funds transfer, Bank, at its option, may (but is not required to) make a reasonable effort to attempt to cancel or amend the transaction if Bank has not yet acted upon the request.
• You acknowledge and agree that a beneficiary’s bank (including this Bank when it is the beneficiary’s bank) may rely solely on the beneficiary account number in a funds transfer request even if the number identifies a person different from the person identified by name in the funds transfer request or payment order, and you agree that beneficiary’s bank (including this Bank when it is acting as a beneficiary’s bank) has no duty to detect any inconsistency in identification.
• You acknowledge and agree that this Bank and any intermediary bank may rely solely on the number that identifies an intermediary bank or beneficiary bank in a funds transfer request or in a payment order intended to carry out a funds transfer request even if such number identifies a bank different from the intermediary bank or beneficiary bank identified by name in the funds transfer or payment order, and you agree that neither this Bank nor any intermediary bank shall have any duty to identify any inconsistency in identification.
• Bank shall not be responsible for the acts or omissions of any funds transfer system, any Federal Reserve Bank, any intermediary or beneficiary’s bank, or any recipient of a payment or a payment order intended to carry out a funds transfer request and no such person or entity shall be deemed to be Bank’s agent.
• The monthly or periodic statements issued on the Account will reflect internal and external transfers. You agree to notify the Bank within a reasonable time, not to exceed 30 calendar days, after receipt of the statement of any discrepancy between your records and the information in the statement. Your failure to provide such notice relieves the Bank of any responsibility to correct the same, of any liability as to such discrepancies, and of any liability for damages resulting therefrom.
• To pay bills via Online Services, you must designate a bill payment funding account, sign a bill payment authorization, and give us the name and address of the payee, your account number with the payee, and other information we require ("Payee Information"). It can take 7 to 10 business days for a payment to be received by a payee.
• The Bill Payment system has a limit of $9,999.99 per payee per day.

PLEASE NOTE: BILL PAYMENT SERVICE WILL NOT BE AVAILABLE UNTIL AFTER APRIL 30, 2004.A NOTICE WILL BE POSTED ON THE WEBSITE WHEN THE SERVICES ARE AVAILABLE.

c) Bill Pay. You may use Bank’s bill paying service to direct the Bank to make payments from your designated checking account to the Payees you choose in accordance with this Agreement. The terms and conditions of this Agreement are in addition to the Account agreements, disclosures and other documents in effect from time to time governing your Account (the Account Rules).

Complete a bill paying enrollment form. IF YOU WANT TO ADD A NEW PAYEE, SUBMIT YOUR REQUEST IN WRITING, USE "SET UP ACCOUNTS/PAYEE" ON THE INTERNET OR SPEAK TO A SERVICE REPRESENTATIVE. You may add a new fixed payment to a Payee, only if the Payee is on your authorized list of payees, and by accessing the Online Service and entering the appropriate information. Most other additions, deletions, or changes can be made in writing or by using the Online Service. The Bank reserves the right to refuse the designation of a Payee for any reason. Each Payee accepted by the Bank will be assigned a payee code. You may pay almost any payee you wish. There are several restrictions: 1) The merchant must be located in the United States; 2) Payments may not be remitted to tax authorities or government and collection agencies; 3) Payments may not be remitted to security companies such as Ameritrade for stock purchases or trade taxing authorities and 4) Court directed payments are unauthorized (Alimony, child support, or other legal debts). Don't forget you can use this system to send payments to your local orthodontist, credit cards, charitable donations, etc. A merchant is defined as anybody (company or individual) to whom you want to send money.

Bank is not responsible if a Bill Payment cannot be made due to incomplete, incorrect, or outdated information provided by you regarding a Payee or if you attempt to pay a Payee that is not on your Authorized Payee list.

When you complete your bill paying enrollment form, you will select a User Code and Personal Identification Number (PIN). Bank will store your User Code and PIN on your caller record. Each time you access the Service, you will not be asked to enter your User Code and PIN, as this information will be entered for you automatically. Correct responses will give you access to the Service.

Bank will process variable payments on the Business Day you designate the bill is to be processed, provided the payment request is received prior to the Bill Payment cut-off time set by the Bank. Variable bill requests received after the Business Day Bill Payment cut-off time , or at any time on a non-business day will be processed on the next Business Day. The Bank reserves its right to change the Bill Payment cut-off time by giving you notice if it changes.

FOR RECURRING PAYMENT REQUESTS, IF YOU DESIGNATE A PROCESSING DATE OF THE 28TH THROUGH THE 31ST OF A MONTH, PROCESSING WILL BE INITIATED ON THE LAST CALENDAR DAY OF THE MONTH. Otherwise, recurring payment requests will be processed on the dates you have designated, unless such date falls on a non-business day resulting in your payment being processed on the next Business Day.

Any Bill Payment can be changed or canceled, provided you access the Online Service prior to the Bill Payment cut-off time on the Business Day prior to the Business Day the Bill Payment is going to be initiated. The Bank is not responsible for any fixed payment made before the Bank has a reasonable opportunity to act on your termination notice. You remain obligated for any payments made by the Bank on your behalf.

Payment Instructions designating payment to a Payee or a Payee account located outside the United States are not permitted and will not be processed. We also reserve the right, upon prompt notification to you, to refuse to pay, for security, regulatory, or related reasons, any Payee to whom you may direct a payment.

Some bill payments are processed by Electronic Fund Transfers (EFT). Please see the Electronic Fund Transfers Disclosure Statement included or received when you opened your account, which discloses important information concerning your rights and obligations

d) Customer Service. Answers to Online Services frequently asked questions or FAQ's can be found on the Merchants & Marine Bank On-line Banking page. For additional information or assistance, please call the Bank's Customer Service Department at 228-762-3311 or send us a message using our website "Contact Us" page. We have a staff of customer care representatives waiting to assist you on Business Days, except bank holidays, during Customer Service hours. Additionally, you may communicate with the Bank using a personal computer to send and receive written messages electronically (Internet e-mail) outside of the Online Services screen. This method is very effective for request of additional information, questions, comments and other miscellaneous correspondence. HOWEVER AT THIS TIME, E-MAIL IS NOT A SECURE METHOD OF COMMUNICATION AND CONFIDENTIAL INFORMATION SHOULD NOT BE SENT OVER THE INTERNET E-MAIL.

Charges and Fees:
At this time, the Bank does not charge a fee for the use of the Account Information and Funds Transfer provided through Online Services. In the future, fees may be assessed for these or other specific online banking services. If and when any fees are assessed or changed, a minimum of 30 days notice will be given to any affected Online Service customers. If you utilize the Bill Payment Service on or after April 30, 2004, you agree to pay the Bank a service fee of $4.95 for each month in which a bill payment is made through the Bill Payment Service. (There is no additional charge for amendments or cancellations of single or recurring Payment Instructions for bills covered under the Bill Payment Service, if made before the Bill Payment cut-off time on the Scheduled Payment Date.) Other transactional fees (such as, without limitation, insufficient funds fees, and costs and expenses, including reasonable attorney's fees, incurred by the Bank in collecting any overdraft created through the payment of a bill when your Payment Account does not contain sufficient collected funds) may apply as indicated in the fee schedule set forth below or in the Bank's schedule of fees and charges published from time to time. You authorize the Bank to deduct all applicable fees from the personal checking account you designate, or if such account is insufficient, from any other account you maintain with the Bank (except for such accounts that you hold in a special or fiduciary capacity for the benefit of another). You are responsible for paying any telephone company or utility charges and/or Internet access service fees incurred while using telephone lines and/or Internet access services to connect with Online Services.

These charges are subject to change with 30-day advance notification by Bank. Monthly maintenance charges, if applicable, will begin in the month following enrollment for the service. Maintenance charges will not be refunded for any month where there is no activity. M&M Internet Banking monthly maintenance charges will be deducted from the primary checking account designated by you on your application.

Bank reserves the right to charge you for research time involving payments no longer available in your screen history. You will be informed of any such charges before they are incurred.

Online Services charges are in addition to the fees and service charges discussed in the Deposit Account Agreement and applicable account disclosures.

Equipment:
You are responsible for obtaining, installing, maintaining and operating all computer hardware, software and Internet access services necessary for performing Online Services. IT IS YOUR RESPONSIBILITY TO PROTECT THE SECURITY OF YOUR OWN COMPUTER SYSTEM AND TO PROTECT YOUR COMPUTER AGAINST VIRUSES, WORMS, TROJAN HORSES AND OTHER ITEMS OF A DESTRUCTIVE NATURE. The Bank will not be responsible for any errors or failures from the malfunction or failure of your hardware, software or any Internet access services.

Security:
Duty to Report Breach of Access Codes: Your Responsibility. Bank shall be entitled to act upon communications received by it through the use of Online Services. Consequently, it is very important that you take appropriate protective measures regarding the security and confidentiality of the customer access codes that are used for the system. You agree to notify us immediately if you think that the security of your access codes has been breached. Use of your User Code and Password is the agreed security procedure to access Online Services. In order to prevent unauthorized access to your accounts and to prevent unauthorized use of Online Services, you agree, by using Online Services, to keep confidential, and to not give or make available your User Code, Password or other means to access your accounts to any person not authorized to access your accounts. The loss, theft or unauthorized use of your account numbers, User Codes and Passwords could cause you to lose some or all of the money in your accounts, plus any amount available under your overdraft privilege and or overdraft protection credit line. If you disclose your account numbers, User Codes and/or Passwords to any person(s) or entity, you assume all risks and losses associated with such disclosure. You are responsible for all transfers and Bill Payments you authorize using Online Services. If you permit any other person(s) or entity to use Online Services or to access or use your account numbers, User Codes, Passwords, or other means to access your accounts, you are responsible for any transactions and activities they authorize from your accounts. You agree to immediately notify us by calling 228-762-3311 during normal customer service hours of any unauthorized use of your account numbers, User Codes and Passwords or of any other breach of security, or if you believe someone may attempt to use Online Services without your consent or has transferred money without your permission. We cannot accept notification of lost or stolen User Codes or passwords or unauthorized transfers via e-mail.

Statements:
All payments, transfers, and or/fees made or incurred in connection with Online Services will appear on your affected monthly account statements. The Payee name, payment amount, and the Scheduled Payment Date will be shown for each bill payment made through Online Services that month and the amount transferred, the Scheduled Transfer Date, and the account to which the transfer was made will be shown for each account transfer made through On-Line Services that month.

Limitation of Access/Security/Bank's Right to Terminate
You are liable for all transactions you make or that you authorize another person to make even if that person exceeds his or her authority. If you want to terminate another person's authority, you must notify the Bank and arrange to change your PIN. You will be responsible for any Bill Payment request you make that contains an error or is a duplicate of another Bill Payment. The Bank is not responsible for a Bill Payment that is not made if you did not properly follow the instructions for making a Bill Payment. The Bank is not liable for any failure to make a Bill Payment if you fail to promptly notify the Bank after you learn that you have not received credit from a Payee for a Bill Payment. The Bank is not responsible for your acts or omissions or those of any other person, including, without limitation, any transmission or communications facility, and no such party shall be deemed to be the Bank's agent. In any event, the Bank will not be liable for any special, consequential, incidental, or punitive losses, damages, or expenses in connection with this Agreement or the Service, even if the Bank has knowledge of the possibility of them. The Bank is not liable for any act, failure to act or delay in acting if it is caused, in whole or in part, by any cause beyond the Bank's reasonable control.

The Bank may terminate Online Services in whole or in part at any time without prior notice. The Bank reserves the right to limit or suspend your access to Online Services at any time. In order to maintain secure communications and reduce fraud, you agree to protect the security of your numbers, codes and other means of identification (including, without limitation, your account numbers, User Codes and Passwords). We reserve the right to block access to Online Services to maintain or restore security to our Site and systems, if we reasonably believe your access codes have been or may be obtained or are being used or may be used by an unauthorized person(s). The Bank will approve applications for Online Services. Completing this application does not guarantee approval for these services.

Termination:
If you want to terminate your access to the Online Services, you must contact our Customer Service in person or by phone at 228-762-3311 during customer service hours. If you call, we will also require you to present your request in writing. We reserve the right to terminate the Online Services, in whole or in part, at any time with or without cause and without prior written notice. In that event, or in the event that you give us a termination notice, we may (but are not obligated) to immediately discontinue making previously authorized transfers, including recurring transfers and other transfers that were previously authorized but not yet made. We also reserve the right to temporarily suspend the Online Services in situations deemed appropriate by us, in our sole and absolute discretion, including when we believe a breach of the system security has occurred or is being attempted. We may consider repeated incorrect attempts to enter your User Code or Password as an indication of an attempted security breach. Termination of the Online Services does not affect your obligations under this Agreement with respect to occurrences before termination or cooperation after termination. The Bank is not responsible for any fixed payment made before the Bank has a reasonable opportunity to act on your termination notice. You remain obligated for any payments made by the Bank on your behalf.

Damages:
IN NO EVENT SHALL THE BANK BE LIABLE FOR ANY LOSS, INJURY OR DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL, INCLUDING LOST PROFITS, CAUSED BY THE SYSTEM OR ONLINE SERVICES OR THE USE THEREOF, OR ARISING IN ANY WAY OUT OF THE INSTALLATION, USE OR MAINTENANCE OF YOUR PERSONAL COMPUTER HARDWARE, EQUIPMENT, SOFTWARE OR ANY INTERNET ACCESS SERVICES.

Miscellaneous Terms:
In addition to this Agreement, you agree to comply with all applicable account agreements, including, without limitation, the Deposit Account Agreement and with all applicable State and Federal laws and regulations.

The Bank may amend or change this Agreement (including applicable fees and service charges) by sending you notice by electronic mail (unless you object to communications in this fashion) or written notice by regular mail sent to your address as it appears on your account records, by posting notice in branches of The Bank, or as otherwise permitted by law.

Any use of the Online Services after we send you a notice of change will constitute your agreement to such change(s). Further, we may, from time to time, revise or update the programs, services and/or related material, which may render all such prior versions obsolete. Consequently, we reserve the right to terminate this Agreement as to all such prior versions of the programs, services, and/or related material, and to limit access to Online Services more recent revisions and updates.

We shall not be deemed to have waived any of our rights hereunder unless such waiver is in writing and signed by us. No delay or omission on our part in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights on future occasions.

Assignment:
You may not transfer or assign your rights or duties under this Agreement.

Governing Law. The laws of the state of Mississippi and, to the extent pre-empted thereby, the laws of the United States of America, shall govern this Agreement and all transactions hereunder, without giving effect to any conflict of laws rule or principle that might result in the application of the laws of another jurisdiction. Customer acknowledges that he/she has reviewed this Agreement, understands the terms and conditions set forth herein, and agrees to be bound hereby.

Indemnification:
Customer, in consideration of being allowed access to the Online Services, agrees to indemnify and hold the Bank harmless for any losses or damages resulting from the use of the Online Services, to the extent not prohibited by applicable law.

Security Procedures:
By accessing the Online Services, you hereby acknowledge that you will be entering a protected web site owned by the Bank, which may be used only for authorized purposes. The Bank may monitor and audit usage of the website, and all persons are hereby notified that any fraudulent misuse or otherwise unauthorized usage of the Online Services or the website or information submitted via such website is subject to prosecution under the Computer Fraud and Abuse Act of 1986.

Consideration. The consideration for this Arbitration provision is the consideration given and received in each transaction between Bank and Customer relating to Online Services, and the mutual benefits to be derived by Bank and Customer from the convenient, expeditious, economical, and private procedures for resolving disputes between them concerning the Agreement or transaction.

Arbitration. (a) Any Claim shall, at the request of the Customer, Bank or any Covered Persons, whether made before or after institution of legal proceedings, be determined by binding arbitration. The Online Services involves interstate commerce, and the arbitration is subject to and shall be conducted in accordance with the United States Arbitration Act, 9 U.S.C. Sections 1, et. seq., as amended, notwithstanding any choice of law provision in this Agreement or any other documents executed in connection with the Online Services, and under the Rules of NAF. The Arbitrator shall have authority to award damages and grant such other relief he deems appropriate. The Arbitrator shall give effect to applicable law, including statues of limitations in determining any Claim. Any controversy concerning whether an issue is arbitrable shall be determined by the Arbitrator. However, Customer, Bank or any Covered Persons may institute a lawsuit for the purpose of compelling the other parties to any Claim to arbitrate in accordance with this Agreement. Judgment upon the arbitration award may be entered in any court having jurisdiction. The Arbitrator(s) shall be chosen no later than 30 days after filing of the Claim with NAF. The arbitration procedures shall be concluded, and the Arbitrator’s award issued no later than six (6) months after selection of the Arbitrator.

(b) The institution and maintenance of an action for judicial relief shall not constitute a waiver of the right of Customer, Bank or any Covered Person including the plaintiff, to invoke this Agreement and thereby require that the Claim be submitted to arbitration. No provision of this Agreement shall limit the right of any party to this Agreement to exercise available remedies such as setoff or to obtain provisional or ancillary remedies from a court of competent jurisdiction before, after or during pendency of any arbitration or other proceeding.

(c) In the event of a conflict between the provisions of this Agreement and the Rules of NAF, the provisions of this Agreement shall control. No class action arbitration may be ordered or had under this Agreement and, except as provided in paragraph 3 above, there shall be no joinder of multiple parties plaintiff except for joinder of all parties covered by this Agreement.

Administrative Fees and Expenses. Upon request, Bank will advance the first $100.00_ of the filing and hearing fees charged by NAF for any Claim by any Customer(s) or any Covered Person against Bank. The Arbitrator will determine who will ultimately be responsible for paying any filing, hearing or other administrative fees in connection with the arbitration. Unless inconsistent with applicable law, each party to an arbitration shall bear the expense of their respective attorneys’, experts’, and witness fees and expenses, regardless of which party prevails in the arbitration.

Selection of Arbitrators. On claims of $100,000 or less, including counter-claims, an Arbitrator shall be selected from a panel of nine (9) arbitrators submitted by NAF, by Bank and Customer either agreeing on the Arbitrator or striking persons from the panel until one person is left, that person being the Arbitrator. On claims in excess of $100,000 including counter-claims, three Arbitrators shall be selected from a panel of fifteen (15) arbitrators submitted by NAF, by Bank and Customer either agreeing

on the Arbitrators or striking persons from the panel until three (3) persons are left, those persons being the Arbitrators. The determination of who shall make the first strike and the resolution of any disputes concerning selection, including, if necessary,

the appointment of the Arbitrator(s), shall be done by NAF.

Discovery. The Arbitrator shall have the power to authorize reasonable discovery and to issue any necessary orders and subpoenas. All discovery shall be submitted and expedited to the maximum extent practicable. In no event shall the Arbitrator allow discovery, which would result in this matter not being concluded and an award issued in the time specified herein.

Location. The arbitration sessions shall be held at a location mutually acceptable to the parties to the arbitration. If the parties to the arbitration cannot agree on the location, the location shall be selected by NAF.

Confidentiality. To the extent permitted by applicable law, all proceedings pursuant to or in connection with this Agreement shall be kept strictly confidential, except for disclosures of information required in the ordinary course of the business of Bank and Customer or by applicable law or regulation. The provision shall not exempt from discovery or use in any other or future proceeding any evidence otherwise discoverable, merely because it is presented in, referred to, or discussed in the course of, or in connection with, proceedings pursuant to this Agreement.

Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall be enforced to the extent permitted by applicable law and in lieu of any such unenforceable provision, there shall be substituted in its place a provision as similar in substance and effect as is capable of being enforced.

Successors and Assigns. This Agreement shall be binding upon, and shall enure to the benefit of, the parties, the Covered Persons, any co-signers, endorsers, guarantors, or other obligors to the Online Services and their respective successors and assigns, including to the full extent permitted by applicable law, third parties who may not be signatories to the Online Services or this Agreement, such as Bank’s employees, officers, directors, agents, parent companies, subsidiary companies, sister companies, other affiliated entities or persons. However, Customer may not assign his rights or duties under this Agreement.

Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supercedes all prior discussion arrangements, negotiations, and other communications, if any, on dispute resolution. Customer agrees that this Agreement may not be amended or modified in any respect except in writing.