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Please read the following Online Banking Agreement and accept these terms at the bottom of this page.

Customer Agreement for FNB Online Services

PART A - GENERAL TERMS

1. OUTLINE OF AGREEMENT AND EXPLANATION OF TERMINOLOGY

This FNB Online Services Agreement (Agreement) consists of:

The terms and conditions that apply to your account and our FNB Online services, and Required federal regulatory disclosures which apply to information about your account and/or account activity accessed or originated using the Internet.

This agreement is in addition to other agreements between us, such as the Deposit Account Agreement (provided to you earlier) and overdraft protection and/or line of credit agreements, if applicable. If there is a conflict between any terms and conditions in this agreement and those contained in other agreements between us, this Agreement will control for all aspects of FNB Online services provided. Your request to transfer funds from your line of credit means that you agree to an amendment to your note that Internet Banking will be an additional access device to your line of credit, along with the issued checks. Your request to transfer funds from or to your passbook savings account means that you agree to permit us to convert the account to a statement savings.

In this agreement, the words we", "us", our or Bank means First National Bank of Pennsylvania. When we use the words you" or your, we mean each person who has an interest in an account or other relationship with us which is accessible through our FNB Online services and/or any person a business customer may authorize to have such access to the business accounts. Our FNB Online services (Services) means the information provided to you and transactions originated by you through the Internet, including our web site - www.fnb-online.com.

2. USING YOUR FNB Online ACCOUNT AND SHARING ACCESS WITH OTHERS

When you use our Services you agree to the terms and conditions we have set out in this agreement and any instructional material which we provide to you regarding the Services. Our Services may be accessed through the use of passwords and other means which we agree properly establish your identity. We may also require your use of certain software or hardware equipment as necessary for us to provide electronic communications in a manner which is acceptable to us. All electronic communications that meet these requirements will be deemed to be valid and authentic. You agree that these electronic communications will be given the same legal effect as written and signed paper communications. You agree that electronic copies of communications are valid and you will not contest the validity of the originals or copies, absent proof of altered data or tampering.

By initiating the FNB Online service, you agree that we may provide you with electronic disclosures regarding your account information rather than paper disclosures. However, you may request a paper copy of any electronic disclosure sent to you by calling 724- 983-4125 or 1-800-555-5455 or e-mail PAcustomerservice@fnb-corp.com within 60 days from the date you received the electronic disclosure.

Your access code and account numbers are your private information and you should not share this information with anyone else. If you share this information with others, you will be fully liable for any and all transactions initiated by anyone with whom you have shared your access code and/or account numbers, to the same degree as if you had conducted the transactions yourself. If you ever disclose your access codes and/or account numbers to others, or authorize others to access your accounts through an access code issued directly to them, and later want to prevent this person(s) from gaining access to your account information or conducting transactions with your accounts, you must close your accounts and open new ones. You will be responsible for making arrangements to obtain and pay all associated costs, for ordering new checks, notifying parties of new account numbers, for preauthorized payments and for automatic deposits.

3. PREREQUISITES TO OBTAINING SERVICES

Account - You must have established a deposit account relationship in person at a branch office of First National Bank.

Equipment - A personal computer and Internet connection are needed. A monitor resolution of 800x600 (or greater) is is recommended for best performance.

Software - You must have authorized use of a current version of an Internet browser capable of 128-bit encryption as follows:

Windows Vista and Windows XP - Microsoft Internet Explorer 7.0 or higher - Firefox 3.0 or higher

Mac OS X 10.3 or higher - Firefox 3.0 or higher - Safari 2.0 or higher

*Note: Beta versions of browsers or Operating Systems are not supported.

4. ELIGIBLE ACCOUNTS

You may view transactions and obtain account history for your deposit or loan accounts, provided you are listed as an owner or authorized signer on the account and have requested FNB Online access to these accounts. You may also make unlimited transfers from your checking or line of credit accounts, up to your available balance, to another account held at the bank. The number of transfers from your statement savings or money market accounts is limited by banking regulation. You may make only 6 transfers per month from each account. You may not use a credit line advance to repay another loan at our bank. Certificates of Deposit and Passbooks are not eligible accounts for FNB Online transfers. If you wish to access your Passbook Savings account for transfers, the account will be converted to a statement savings account. Retirement accounts are eligible only to receive transfers from another account.

You may view history and transaction records for a personal or business account that requires two or more signatures to make withdrawals, transfers or transactions (provided you are listed as an owner or authorized signer on the account), but these accounts are not eligible for FNB Online Transfers or Bill Payment services.

5. MULTIPLE ACCOUNT ACCESS

Each account owner of a jointly held account, or each authorized signer on an account, will be issued a personalized FNB Online access ID and FNB Online password upon completing an FNB Online application. If you cannot access an account that you are an owner of or a signer on, please contact customer service at 724-983-4125 or 1-800-555- 5455 for assistance.

Each authorized signer on an account, approved for FNB Online access, will be issued separate access codes and passwords for security reasons and to permit identification of the originating party for account transfers and Bill Payments.

6. ACCESS CODES

During your enrollment for the Services, you will be assigned an access ID and a password (Personal Identification Number). Access ID and Password will be mailed to you separately. You will be requested to select a new password of your choice the first time you use the Service. You are strongly encouraged to select a password that is meaningful only to you and not contained in any of your personal identification information. For security purposes we also recommend that you do not use the same Access Codes you use for other bank products. In addition to changing your password, you may also change your FNB Online access number to an alpha-numeric code of your choice. However, for security reasons it should not be your deposit account number or your name.

Use of these Access Codes is the agreed security procedure to access the Services through any PC. You agree to keep these numbers and passwords confidential to prevent unauthorized access to your accounts and to prevent unauthorized use of the Services. You acknowledge that by sharing access codes and passwords with others, you are giving them the ability to obtain all FNB Online services related to your account, including Bill Payment, and you will be liable for all transactions others conduct using the access codes and account information you provide to them.

7. FNB Online SERVICES-ACCOUNT HISTORY AND TRANSFERS AMONG ACCOUNTS

You may access the following Services by first entering your Access Codes:

8. FNB Online Services - Account Information

You may obtain an account summary, interim statement and canceled check images one day after the items are posted to your account. For your loan accounts, the outstanding balance, along with the date and amount of your last payment may be obtained.

9. FNB Online Services - Account Transfers

You may transfer funds from your checking, savings or credit line to another checking or savings account of yours at our Bank. You may also transfer funds from your checking or savings account to make a payment on your loan at our Bank. For account transfers, you must be listed as an account owner, authorized signer or borrower on both accounts The number of FNB Online transfers you may make per day or per month is not limited, except for savings and money market accounts (discussed in Section 4). However the total amount of transfers from an account cannot exceed the accounts available balance. Any transfer request in excess of the accounts available balance will not be processed. If an FNB Online transfer, along with other account activity processed in the same business day, results in an overdraft or NSF fee, you will be responsible for payment of the fee. If an FNB online transfer, or any other activity on your account, results in an overdraft or NSF fee in any account, you will be responsible for the amount of the overdraft and payment of all applicable fees. If you frequently overdraw your account due to FNB Online transfers, your Service may be terminated.

Transfer requests made using FNB Online which are received by 8 p.m. Eastern Standard Time will be processed on the business day received. All FNB Online transfer requests received after 8 p.m. Eastern Standard Time Monday through Friday or during Saturdays, Sundays and legal holidays, will be processed during the next business day. You may delete or change an FNB Online transfer request which you made earlier in the same business day until 8 p.m. Eastern Standard Time. To change or reverse an FNB Online transfer after 8 p.m. Eastern Standard Time, you will need to call Customer Service at 724-983-4125 or 1-800-555-5455 the next business day. There may be a fee assessed for changing or reversing an FNB Online transfer after it has been processed.

To ensure timely credit for a loan payment, you should schedule a transfer from your deposit account to make your loan payment at least one business day before the loan payment due date.

To obtain FNB Online Bill Payment services, you will need to complete a short application form on which you will be asked to select one checking account which you wish to use for payment purposes. You authorize us to automatically deduct all applicable charges and fees from your designated personal or business checking account. This checking account cannot be one which requires two authorized signatures for transactions. If you close this designated checking account, your Bill Payment services will end and any unprocessed Bill Payment transactions will be canceled.

You may use FNB Online Bill Payment to make current, future and recurring payments from your designated checking account (may be a personal or business checking account). Permitted payments include those to merchants, businesses or individuals in the United States. At this time, however, payments to any governmental unit are not permitted using the Internet. Government payments include such items as court ordered payments, alimony, child support, taxes, fines or penalties, etc. The number of FNB Online Bill Payments you may make per day or per month is not limited. Individual payments cannot exceed $9,999.00 and they must have an established payment date within the next 90 days (unless established as a recurring payment). You may arrange for recurring payments to be made in weekly, semi monthly or monthly intervals. You may add, edit or delete payments scheduled to occur Monday through Friday up until 2 p.m. Eastern Standard Time on the business day the payment is going to be processed. Funds are usually debited from your account the day of the scheduled payment date you selected.

To ensure your payments are received by the payee on time, you need to select a scheduled payment date which is at least 5 business days in advance of the payment due date on your account statement or billing notice due date.

When you have entered and transmitted a payment instruction, you authorize us or our agent to reduce the balance in your designated personal or business checking account accordingly. If there are insufficient funds in your designated checking account to make payments you have authorized, we may either refuse to pay the item or we will make the payment and thereby overdraw your checking account. In either event, you are responsible for any non-sufficient funds (NSF) or overdraft charges the Bank may impose, as stated in our Fee Schedule provided to you earlier.

If you wish to cancel, change or place a stop payment on a previously authorized Bill Payment transaction, you must access the service prior to 2:00 p.m. Eastern Time on the business day the payment is going to be processed.

10. E-MAIL

You may contact us by clicking on the contact us button on our web page. You may contact us by email at PAcustomerservice@fnb-corp.com about inquiries, maintenance and/or problem resolution issues. E-mail is not a secure method of communication over the Internet and we recommend you do not send confidential information (such as account or social security numbers or passwords) in an e-mail message to us.

11. INTERRUPTIONS IN SERVICES

We, or our Bill Payment provider, may on a regular basis perform maintenance on equipment or systems which may result in interrupted service or errors in the Service. We also may need to change the scope of our Services from time to time. We will attempt to provide prior notice of such interruptions and changes but cannot guarantee that such notice will be provided.

12. HARM TO YOUR COMPUTER SYSTEM AND/OR DATA

You agree that we will not be liable for viruses, worms, trojan horses, or other similar harmful components that may enter your computer system by downloading information, software, or other materials from our website or other websites we offer as links. You further agree that we are not liable for any damages which these viruses may cause to any of your hardware components, software programs or data files. You acknowledge and understand that each person who owns or operates a PC should utilize precautions to protect themselves against such harmful components and viruses by such means as purchasing an anti-virus software program. You should then maintain this software in its most current version by downloading any updates the anti-virus software vendor may make available on the Internet from time to time.

13. PERFORMANCE OF SOFTWARE AND ELECTRONIC SERVICE

In no event will we, or our officers, directors, employees or agents be liable to you for any consequential, incidental or indirect damages arising out of the use, misuse or inability to use the Services or for any loss of any data, even if we have been informed of the possibility of such damages. WE MAKE NO WARRANTY TO YOU REGARDING YOUR EQUIPMENT OR THE SOFTWARE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.

14. SECURITY

In order to maintain secure communications and reduce fraud, you agree to protect the security of your numbers, codes, passwords or other means of identification we have agreed are acceptable to us. To ensure the best protection for your transactions, you need to confirm that you are using the most current version of the browser you selected and that their encryption methods are adequate. You agree that any and all information which you download from FNB Online becomes your property and is your responsibility to safeguard and protect this information from others.

We reserve the right to block access to the 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).

15. OWNERSHIP OF MATERIALS

The content and information on our websites are copyrighted by the bank and any unauthorized reproduction or distribution of any portion of the website content is prohibited.

16. SEVERABILITY

If any provision of this Agreement is void or unenforceable in any jurisdiction, such ineffectiveness or unenforceability shall not affect the validity or enforceability of such provision in another jurisdiction or any other provision in that or any other jurisdiction.

17. AREA OF SERVICE

The Services described in this Agreement and any services available from our website, are available to existing bank customers who hold an eligible account. Provided you are an established customer with an eligible account, you may access these listed services any where in the world where Internet service is available.

18. ARBITRATION OF DISPUTES

This section limits your rights.

If either you or we have any unresolvable dispute or claim concerning the Services, it will be decided by binding arbitration under the expedited procedures of the Commercial Financial Disputes Arbitration Rules of the American Arbitration Association (AAA) and Title 9 of the US Code. Arbitration hearings will be held in the AAAs local office in Pennsylvania. A single arbitrator will be appointed by the AAA and will be a retired judge or attorney with experience in banking transactions. The arbitrator will award the filing and arbitrator fees to the prevailing party. A judgment on the award of the arbitrator may be entered by a court.

As a result of this provision: (1) you will not have the right to go to court or to have a jury trial (2) you will not have the right to engage in pre-arbitration discovery except as provided in the rules; (3) you will not have the right to have any claim arbitrated as a class action under the rules or under any other rules of civil procedure; (4) the arbitrators decision will be final and binding with limited rights to appeal. If any provision of this section is held to be invalid, the invalid provision shall not effect the enforcement of any other provision of this agreement.

19. NO SIGNATURE REQUIRED

When any payment or other online service generates items to be charged to your account, you agree that we may debit your designated eligible account or the account on which the item is drawn without requiring your signature on the item, and without prior notice to you.

20. AMENDMENT OF THIS AGREEMENT

We may amend this agreement (including changes to fees and/or service charges) by giving notice to you at least 30 days before the effective date of the amendment, unless such change or amendment is otherwise required by law or applicable regulation. Your continued use of the Services is your agreement to the amendment(s). Depositors and customers with overdraft protection line of credits agree to continue to pay the associated usage or monthly fees for these services.

21. WAIVER

We may waive any term or provision of this agreement at any time or from time to time, but any such waiver shall not be deemed a waiver of the term or provision in the future.

22. ASSIGNMENT

We may assign the rights and delegate the duties under this Agreement to a company affiliated with us or to any other party.

23. TERMINATION

Either you or we may terminate this agreement and any service provided hereunder at any time upon giving at least ten (10) business days prior written notice of termination to the other party. If you terminate Bill Payment services, you authorize us to continue making fund transfers, Bill Payments or other transactions you have previously authorized until we have a reasonable opportunity to act upon your termination notice. Once we have acted upon your termination notice, we will make no further Bill Payment transfers from your eligible account. We reserve the right to terminate or to discontinue support of any software or equipment without written notice.

24. GOVERNING LAW

These terms and conditions of this Agreement shall be governed by, interpreted under and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to any state conflict of law provisions. Your existing account relationships shall continue to be governed by and construed in accordance with the laws of the state in which the banks branch office is located where you initially established your account. This Agreement shall also be governed by applicable Federal Law.

25. ENTIRE AGREEMENT

This Agreement is the entire agreement between you and us for FNB Online Services and it supersedes any marketing or other similar material pertaining to the Services delivered to you in writing, verbally or obtained at our website.

PART B - FEDERAL RULES APPLICABLE TO ELECTRONIC FUNDS

TRANSFERS, INCLUDING FNB Online BILL PAYMENTS

These rules are applicable only to consumer deposit accounts (used for personal, family or household purposes) with FNB Online services.

CONSUMER LIABILITY FOR UNAUTHORIZED TRANSFERS

In an effort to minimize your loss, please contact a Customer Service Representative if your FNB Online access id and/or password is ever lost, stolen, or misplaced; or if an unauthorized transfer appears on your statement. Customer Service Representatives can be reached by calling 724-983-4125 or 1-800-555-5455. between 8 a.m. and 8 p.m. Eastern time Monday through Friday, or 8 a.m. to 5 p.m. on Saturdays (except any legal holiday). Or you may write to us at Customer Service Center, Electronic Banking Department, 4140 E. State Street, Hermitage, PA 16148. If you tell us within two (2) business days (Monday - Friday, except legal holidays) after you learn your FNB Online access code &/or password have been lost or stolen or any unauthorized account access has occurred as determined by your FNB Online access history log, you can lose a maximum of $50.00 if someone initiates FNB Online account transactions without your permission. If you do NOT tell us within two (2) business days after you learn of the loss or theft of your FNB Online access code &/or password, or that someone has gained unauthorized Internet access to your account, and we can prove that we could have stopped someone from using your account without your permission if you had told us, you could lose as much as $500.00.

Also, if your deposit account statement and/or line of credit billing statement show any FNB Online transfers or FNB Online Bill Payments that you did not make or authorize, tell us AT ONCE by calling 724-983-4125 or 1-800-555-5455., or by bringing your statement(s) with you to a branch office, or by writing to us at the address shown on your statement. If you do not tell us within sixty (60) calendar days after the statement was mailed to you, you may not get back any money lost after the sixty days if we can prove that we could have stopped someone from making the transfers if you had told us in time. If a good reason (such as a hospital stay or an extended trip) kept you from reviewing your statements and notifying us of the unauthorized use, we may extend these time periods.

IN CASE OF ERRORS OR QUESTIONS ABOUT YOUR ELECTRONIC TRANSFERS

Telephone us at 724-983-4125 or 1-800-555-5455., or write to us on a separate piece of paper other than your deposit statement, at the address shown on your statement, as soon as you can if you think an amount, date, etc. on your statement or receipt is wrong or if you need more information about an FNB Online transfer listed on your deposit account statement or FNB Online access history data. We must hear from you no later than sixty (60) calendar days after we sent you the FIRST statement on which the problem or error appeared.

1. Tell us your name and account number.

2. Describe the error or transfer you are unsure about and explain as clearly as you can, why you believe it is an error or why you need more information.

3. Tell us the dollar amount of the suspected error.

If you tell us orally, we may require that you send us your complaint or question in writing within ten (10) business days. We will generally complete our investigation within 10 business days after we hear from you and will correct any error(s) promptly. However, if we need more time to investigate the transaction or obtain documentation, we may take up to forty-five (45) days (90 days for transfers initiated outside of the United States) to investigate your complaint or question. If we need this additional time to determine if an error has occurred, we will credit your deposit account within ten (10) business days for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation.

If we ask you to put your complaint or question in writing and we do NOT receive it within (10) business days, we may choose not to credit your account (for the amount you have questioned) during our investigation period.

If we determined an error did occur, we will notify you that your account has been credited and the amount of such credit, or that the provisional credit provided to you during our investigation time was made final. If we decide there was no error we will send you a written explanation of our conclusion within three business days after we finish our investigation. You may ask for copies of the documents that we used in our investigation.

TYPES OF TRANSFERS AND TRANSFER LIMITATIONS

FNB Online Transfers. Permitted FNB Online activity include transferring funds between your checking and savings accounts held at our bank, transfer a line of credit advance into your checking or savings account, and transfers from deposit accounts for payments on your personal loan, line of credit or mortgage loan with our bank. You are limited by federal rules to no more than six transfers per month from your savings or money market accounts. An access code and password are required to complete account transfers or payments.

FNB Online Bill Payment. You may request access to PC-based Bill Payment Services by completing the FNB Online Bill Payment Option application and authorization form. Although no special software is needed, for security reasons there are minimum standards for an acceptable web browser. Also your transactions are protected through the use of an FNB Online access number and FNB Online password. Permitted FNB Online Bill Payment transfers from your checking account include payments to any merchant, business or individual in the United States. However, payments to any governmental unit or agency are not permitted at this time. The number of FNB Online payments you may make per day or per month is not limited, but they must have an established payment date within the next 90 days (unless established as a recurring payment). You may arrange for recurring payments to be made in weekly, semi-monthly and monthly intervals and up to one year in advance.

CHARGES FOR FNB Online TRANSFERS/PAYMENTS

Applicable fees for FNB Online Bill Payment Option are listed in our Service Fees brochure. For other account fees, please refer to our Service Fees Brochure.

YOUR RIGHT TO DOCUMENTATION OF BILL PAYMENT TRANSFERS

Periodic Statements. You will receive monthly checking account and credit line billing statements. If your savings account shows any EFT activity during a month, you will also receive a monthly statement for your savings account, rather than the regularly scheduled quarterly statement. These statements will show all FNB Online transfers and Bill Payments from your account during the statement period, including the transfer date, amount and to whom the transfer was made (payee).

Terminal Receipt. You may use your home PCs printer to produce a copy of your FNB Online transfer or Bill Payment requests.

RIGHT TO STOP PAYMENT OF PREAUTHORIZED BILL PAYMENT TRANSFERS

Payments to others. If you have arranged in advance to make FNB Online Bill Payment transfers from your chosen checking account, you may stop the payment of these Internet initiated bill payment transfers from your account. You may edit, change or delete Bill Payments scheduled to occur Sunday through Friday up until 8 p.m. Eastern Time the day before the scheduled payment date. If you wish to stop payment on a scheduled Bill Payment transfer you previously authorized, but it is too late for you to cancel it yourself on the Internet, you must call us at 724-983-4125 or 1-800-555-5455. We may require written confirmation of an oral stop payment order to be made within fourteen (14) days of the oral notification. We may charge you, according to our Service Fees brochure and listed on our FNB Online application form, for each stop payment order you request for FNB Online Bill Payment transfers.

Transfers among your accounts at our bank. If you have arranged for a FNB Online transfer from your deposit account to pay your loan account(s) with our Bank, or transfer funds from one of your deposit accounts to another deposit account at our bank, and you wish to stop or change an Internet transfer request, you may make such changes on FNB Online until 8 p.m. of the scheduled day of transfer/payment. If you wish to delete or change a transfer after that time, you may call 724-983-4125 or 1-800-555-5455. We may ask you to also complete a written notice of your request for our records. A fee may be charged for changes to FNB Online transfers after the transaction has been processed.

OUR LIABILITY FOR FAILING TO:

A) STOP PAYMENT OF an FNB Online BILL Payment TRANSFER WHEN YOUVE REQUESTED, OR

B) OUR FAILURE TO MAKE an FNB Online BILL PAYMENT TRANSFER

Our Liability for Failure to Stop Payment of FNB Online Bill Payments. If you order us to stop a payment you have authorized and initiated to others using FNB Online (includes a single-payment transaction, as well as a prescheduled/regularly reoccurring FNB Online Bill Payments you have established) up to 8 p.m. Eastern Time the night before the scheduled payment date, and we (or our processing agent) do not do so, we and/or our processing agent will be liable to you for your actual, proven losses or damages. The deadline hour and the number of days listed above, as the required prior notice from you to us to effect an FNB Online stop payment order. We will give you at least 21 days prior notice before implementing a change which extends the number of days needed to effect a stop payment order.

Our Liability for Failure to Make Transfers. If we do not complete an FNB Online Bill Payment request on time, or in the correct amount, according to instructions received via the Internet (www.fnb-online.com), we will be liable for your actual, proven losses or damages. However, there are some exceptions. We will NOT be liable for instance:

If, through no fault of ours, you do not have enough money in your account to make the transfer.

If the transfer would go over the credit limit on your line of credit account used for overdraft protection.

If circumstances beyond our control (such as an act of God, fire or other catastrophe), or by an electronic or computer failure which prevents the transaction, despite reasonable precautions that we have taken.

If the funds in your account are subject to legal process or other encumbrances restricting use of the funds for such transfers.

When your authorization has been revoked by operation of law or would exceed security limitations.

When your FNB Online password, access code or password has been reported as lost or stolen and you are attempting to use this code, or we have reason to believe that the transaction requested is unauthorized.

You have provided incomplete or inaccurate information regarding the payment recipient.

If the merchant or other financial institution fails to accept the FNB Online Bill Payment you desire to be made.

ACCOUNT INFORMATION DISCLOSURE TO THIRD PARTIES

We may disclose information to third parties about your account or the transfers you are making:

Where it is necessary for completing the transactions.

To verify the existence and standing of your account with us, or to confirm that sufficient funds are available to cover specific transactions, upon request from a third party, such as a credit bureau or merchant.

To comply with court orders or government administrative agencies summons, subpoenas, orders, examinations and escheat reports.

On receipt of certification from a federal agency or department that a request for information is in compliance with the Right to Financial Privacy Act of 1978.

If you give us your written permission.

In addition, we may from time to time; share information concerning your account with our affiliated companies and our marketing partners who may be offering additional services which we believe you may be interested in reviewing. However, you have the right to direct us to NOT share this information about you with our affiliates. For complete details, see our banks Privacy Policy. You may pick up a copy of our Privacy Policy in any of our branch offices.

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