EXHIBIT 10.10
[Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
CORRESPONDENT TRUST SERVICES
COMPREHENSIVE RENEWAL PROPOSAL
Submitted to
Merrill Merchants Bank
Bangor, Maine
Submitted by
THE NORTHERN TRUST COMPANY
CHICAGO, ILLINOIS
December 19, 1996
CONTENTS
SECTION
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Overview ............................................................3
Terms and Conditions..........................................................4
Depository Custody, Schedule of Fees..........................................5
How to Proceed................................................................6
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OVERVIEW
Outlined within this renewal proposal is a Comprehensive Servicing arrangement
which takes advantage of relationship pricing for the services used:
o The DEPOSITORY CUSTODY SERVICES (DCS) for your securities processing,
settlement and reporting needs.
o The TRUST/RITE SYSTEM for your trust processing and investment accounting.
o The BENCHMARK FUNDS for your short-term cash, equity and fixed income
investment needs, subject to your due diligence and fiduciary soundness
review.
o The FOCUS INVESTMENT ADVISORY SERVICE for your investment research needs.
Over 400 Correspondent Trust clients have demonstrated that these services
stands on their merits. When used together, additional operational and
managerial benefits can be realized.
Operationally, the Trust/Rite System is linked directly to your Depository
Custody Account. Automated position reconciliation can be run easily. Your daily
processing is streamlined through on-line, real-time information processing.
From a management perspective, you leverage your financial and technical
resources with a fellow fiduciary who shares your business objectives. Our
services offer you the control and flexibility you require to provide quality
service to your clients.
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TERMS AND CONDITIONS
o Full use of the Trust/Rite System for your own trust business processing.
This arrangement is based on a single database configuration with all
equipment at your main processing location and includes all releases of new
software and documentation and full client services support.
License Fee*
Subject to change of MMB
Trust/Rite account Year 1 $***
administrator, satisfactory to Year 2 $***
MMB Year 3 $***
o The Depository Custody Services (DCS) for your securities processing,
settlement and reporting needs.
See Schedule of Fees on Page 5.
o FOCUS Investment Advisory Service (Level 3) - See attached Service
description. Annual fee for level 3/Comprehensive Service shall be $***.
o Use of the Benchmark Funds for your short-term cash, equity and fixed income
investment needs, assuming fiduciary soundness satisfied.
o Training Services- Two days of Trust/Rite and/or DCS training, on an annual
basis, in your office for no fee. Merrill Merchants Bank agrees to reimburse
Northern for Travel and Lodging expenses.
o Speaker- Northern will provide Merrill Merchants Bank with a speaker on an
annual basis, for presentations to various client and prospective client
groups. Northern will not charge a fee for the speaker and Merrill Merchants
agrees to reimburse Northern for reasonable Travel and Lodging expenses. Said
speaker shall be a senior investment or economics group
spokesperson/representative.
The term of this agreement will be for a 3 year period.
This proposal does not include services available through our automated
interfaces.
* License Fee is based on past Basic Fee and Software Services Fee. License Fee
is a flat fee, billed quarterly, regardless of account growth.
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* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
SCHEDULE OF FEES
ACCOUNT MAINTENANCE FEE $***
GLOBAL ACCOUNT MAINTENANCE $***
COMMUNICATION CHARGE $***
DEPOSITORY HOLDINGS $***
PHYSICAL HOLDINGS $***
GLOBAL HOLDINGS $***
DEPOSITORY SALES & PURCHASES $***
DEPOSITORY RECEIPTS & DELIVERIES $***
GLOBAL PURCHASES & SALES $***
GLOBAL RECEIPTS & DELIVERIES $***
PHYSICAL SALES & PURCHASES $***
PHYSICAL RECEIPTS & DELIVERIES $***
TRANSFER BETW.ACCTS. $***
GLOBAL TRANSFERS BETWEEN ACCTS. $***
DEPOSITORY MATURITIES $***
PHYSICAL MATURITIES $***
GLOBAL MATURITIES $***
DEPOSITORY REORGANIZATIONS $***
PHYSICAL REORGANIZATIONS $***
GLOBAL REORGANIZATIONS $***
DIVIDEND & INTEREST PAYMENTS $***
DIVIDEND REINVESTMENT SET-UPS $***
GLOBAL DIVIDEND & INTEREST PAYMENT $***
PRINCIPAL PAY DOWN $***
WIRE TRANSFERS $***
CALL OPTIONS WRITTEN $***
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* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]
HOW TO PROCEED
If you decide to proceed with this comprehensive renewal proposal, we suggest
doing so as follows:
o Sign both copies of this Proposal and return one executed copy to us.
This Proposal is offered as of December 17, 1996 with new terms to begin March
1,1997. If you wish to proceed as outlined herein, please acknowledge in the
section that follows:
ACCEPTED
MERRILL MERCHANTS BANK THE NORTHERN TRUST COMPANY
BANGOR, MAINE CHICAGO, ILLINOIS
By: /s/ George Moore, SVP By:
---------------------------------- ------------------------------------
Dated: 12/19/96 Its: Vice President
-------------------------------- -------------------------------
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GENERAL OUTLINE OF INVESTMENT ADVISORY SERVICES
Basic Service
o A complete written equity package that includes strategy, currently
attractive issues, company reports, portfolio guidelines and many other items
o Bond market outlook and strategy
o A comprehensive written economic section that includes outlook, review and
forecast o Direct contact with FOCUS staff
o "Recent Legal Developments," a periodic summary and analysis of recent court
decisions affecting probate and trust administration
o An annual one-and-a-half day Fall Seminar held at the Northern Trust Company
in Chicago
Intermediate Service
o All features of Basic Service
o An in-depth strategy-oriented and fixed-income section
o INSIGHTS - a monthly investment and economic discussion delivered on a
cassette tape
o Direct contact with Northern Trust's research analytical staff
o A two-day Winter/Spring Seminar held in a southern location, hosted by The
Northern Trust Company
Comprehensive Service
o All features of Intermediate Service
o Positive Economic Commentary
o Quantitative Investment Perspective (QIP), market analysis with sector
performance and implied risk-return comparisons
o International research
o Teleconferencing access to research meetings
o Electronic delivery
Costs associated with the services described above are payable either through an
annual fee, charged quarterly, or by maintaining compensating balances. In
addition, arrangements may be made with Northern Trust Securities, Inc. to
partially offset fees through trade commission dollars. Please contact us for
additional information.
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FOCUS: Cost of Service Level Fee
Basic $***
Intermediate $***
Comprehensive $*** annually for 3-year period
Currently, FOCUS is available on a free 60-day trial, with absolutely no
obligation on your part. This is the best way for you to see firsthand what a
valuable investment tool it can be. At the end of the trial period, simply let
us know if you wish to continue your FOCUS subscription.
Please call us at (312) 444-3804. We welcome your inquiry.
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* [Confidential portions of this Exhibit have been omitted and filed separately
with the Commission. Omitted terms are indicated by ***.]