August 15, 2001 Ms. Client Group Senior Vice President Client. Address Chicago, Illinois 60611 RE: Letter of Understanding – California Revenue Enhancement Dear Ms. Client: Firm XYZ (XYZ) appreciates the opportunity to assist the Client with the California Revenue Enhancement project, including Bank A (BANK A), Bank B (BANK B), and Bank C (BANK C). We have enjoyed teaming with CLIENT Cash Management to complete the Bank B Revenue Enhancement project, and look forward to contributing to the success of this project. This agreement is executed pursuant to the Professional Services Agreement between CLIENT North America, Inc. and Firm XYZ (XYZ) dated as of December 9, 1999, as amended on April 25, 2000 (the Agreement). It addresses the project scope, approach, staffing, timing and our estimated fees. Project Scope and Approach We will gather the BANK A, BANK B, and BANK C revenue data for June 2001 and build a model to identify the gaps between the standard and exception prices for each customer. We will distribute reports to the Relationship Managers to review the exception pricing by customer, and identify opportunities to increase the pricing for those customers. We understand that the top 50 revenue customers for BANK A and BANK C will not be included in our analysis, as well at the top 10 volume customers for each product line (top 20 for Controlled Disbursement). The top 10 revenue customers for Page 2 August 15, 2001 BANK B will be excluded. The project is scheduled to begin August 2, 2001 and is estimated to last five weeks. Project Staffing Firm XYZ Resources Lucy Brown will be the project manager for the engagement. A Business Analyst will assist with the gathering of data, building the model, and documentation of business rules. Conor Jones will be the engagement director and provide overall project direction. Linus O’Reilly will be the coordinating Vice President responsible for the project. CLIENT Resources CLIENT will provide resources to assist in identifying the existing CLIENT pricing schedules. The Project Sponsor will be Patty Klonowski. A Steering Committee consisting of stakeholders from the Cash Management Sales and Product Management areas will provide overall direction for the project and help resolve critical issues: Tom Jones Peter Brown Tom Smith Brad Grey Timing and Fees Based on the project approach and timeline, the activities to perform the project are estimated to take approximately five weeks. We anticipate starting this project on August 2, 2001. Our estimated fees for this project are $125,000 plus expenses. It is our practice to estimate and bill for our professional fees in advance on a monthly basis. The actual hours will be reconciled at the end of each month, and the subsequent month’s bill will be adjusted accordingly. Upon project initiation, we will estimate and bill our fees for the first month of the project. At the completion of the project, any estimated hours billed will be reconciled to actual hours incurred. Related business expenses will be billed monthly, as incurred, in addition to our professional fees. Page 3 August 15, 2001 We look forward to continued work with you and the opportunity to provide the resources, methods, tools and leadership required for your success. We ask that you indicate your understanding of this letter and Firm XYZ’s participation in the California Revenue Enhancement project by signing below. If you have any questions, please contact Linus O’Reilly at (312) 654-1234 or Conor Jones at (312) 654-1235 Sincerely, Linus O’Reilly Vice President Firm XYZ Authorization to Proceed I agree to the scope and terms of this letter and I accept Firm XYZ’s proposal to proceed with this project. Group Senior Vice President, CLIENT NA Date