MUTUAL AGREEMENT

This Mutual Agreement (the “Agreement”) is entered into this __ day of __________, 2004 (the “Effective Date”) by and between these parties (the “Parties”): Amy Ruell, the Bay State Council of the Blind (“Bay State”), and Citizens Bank of Rhode Island on its own behalf and that of its affiliates Citizens Bank of Massachusetts, Citizens Bank New Hampshire and Citizens Bank of Connecticut (collectively, “Citizens”) for the purposes and on the terms specified herein.

RECITALS

Whereas:       Citizens operates bank branches and Automated Teller Machines (“ATMs”) in Massachusetts, Rhode Island, New Hampshire, and Connecticut.  A component of Citizens retail banking business consists of a network of ATMs that provide a variety of banking services.  In addition, Citizens provides information and services through its web site and printed material to its customers and potential customers. 

Whereas:       Bay State is a Massachusetts organization, which provides advocacy services on behalf of blind and vision-impaired persons in the Commonwealth of Massachusetts.  Bay State is dedicated to promoting the well-being of blind and vision-impaired persons, and provides information to the general public about the accomplishments, needs and contributions of blind and vision-impaired persons.  Among Bay State’s members, and those on whose behalf it advocates and provides services, are many individuals with disabilities who hold bank accounts with Citizens or who hold bank accounts with other banks and would like to utilize Citizens Automated Teller Machines to access those accounts.

Whereas:       Citizens and Bay State mutually desire to ensure Bay State’s members and constituents, whether Citizens customers or potential customers in New England that either are blind or vision-impaired access to Citizens banking products including use of Citizens ATMs.

NOW, THEREFORE, the Parties hereby agree to the following provisions:

1.            Business Plan.

            Citizens agrees to implement the Business Plan attached hereto as Exhibit A and covenants to meet the obligations contained within Exhibit A.  Any change to the binding commitments contained therein shall be mutually agreed to in writing by the Parties.

            2.         Modification in Writing.

            No modification of this Agreement by the Parties shall be effective unless it is in writing and signed by authorized representatives of all the Parties hereto.

            3.         Agreement Binding on Successors and Assigns.

            This Agreement shall be binding and enforceable upon and inure to the benefit of the Parties hereto and their respective successors and assigns as may be permitted thereby. 

            4.         Integrated Agreement. 

            This Agreement constitutes the entire Agreement relating to the subject matters addressed therein.

            5.         Rules of Construction. 

            Each party and its legal counsel have reviewed and participated in or have had the opportunity to review and participate in the drafting of this Agreement; and any rule of construction to the effect that ambiguities are construed against the drafting party shall not apply in the interpretation or construction of this Agreement.  Section titles used herein are intended for reference purposes only and are not to be construed as part of the Agreement.  The Recitals are integral to the construction and interpretation of this Agreement and are therefore incorporated into this Agreement in their entirety.

6.1.      Notice of Non-Compliance.

If at any time a party believes that the other party has not complied with any provision of this Agreement in any material respect, that party shall provide the other party with Notice of Non-Compliance containing the following information:

            (a)       the alleged act of non-compliance;

(b)       a reference to the specific provision(s) of the Agreement that are involved;

(c)        a statement of the remedial action sought by the initiating party; and

(d)       a brief statement of the specific facts, circumstances and legal argument supporting the position of the initiating party.

6.2       Meet and Confer.

Within thirty (30) days of receipt of a Notice provided pursuant to Section 6.1, Bay State and Citizens shall formally meet and confer and attempt to resolve the issues raised in the Notice of Non-Compliance.  One or more representatives of Bay State and the General Counsel of Citizens together with a Citizens Executive Vice President shall formally meet and confer to resolve the issue(s) raised in any such notice.  

 

6.3     Submission to Binding Arbitration.

            6.3.1.  If the matters raised in a Notice of Non-Compliance provided pursuant to Section 6.1 herein are not resolved within thirty (30) days of the initial meet and confer required by Section 6.2, either party may submit the unresolved matters to binding arbitration to the extent set forth herein.

            6.3.2.  Arbitration shall be held before an arbitrator upon whom the parties agree, provided that the arbitrator(s) are available to schedule a hearing on the matter within sixty (60) days of the submission to binding arbitration and to render a written decision on the matter within thirty (30) days of the last hearing date.  If the named arbitrator is not available within the foregoing period and the Parties are unable to agree on an arbitrator or arbitrators, then the matter shall be submitted to tripartite arbitration.  In this event, each party shall select a partisan arbitrator, and the two partisan arbitrators shall jointly select a neutral umpire.  Failure of the partisan arbitrators to reach agreement on a neutral arbitrator shall result in a referral of the selection dispute to the American Arbitration Association.

            7.         Notices.

            All notices, request and other communications shall be deemed to have been given if the same shall be in writing and shall be delivered personally or sent by registered or certified mail, postage prepaid, and addressed as set forth below:

Joel J. Brickman, Esq.

Citizens Financial Group, Inc.

28 State Street

Boston, MA 02109

(617) 725-5540

Stan Eichner

Disability Law Center

11 Beacon Street, Suite 925

Boston, MA 02108

(617) 723-8455

            8.         ADA Compliance

In entering into this Agreement, Citizens does not admit, and specifically denies, that it has violated or failed to comply with any provisions of the Americans with Disabilities Act, 42 U.S.C. Section 12101(2) (“ADA”), any applicable laws of any state relating to accessibility for persons with disabilities to public accommodations, any regulations or guidelines promulgated pursuant to those statutes, or any other applicable laws, regulations, or legal requirements.  Neither this Agreement, nor any of its terms or provisions, nor any of the negotiations connected with it, shall be construed as an admission or concession by Citizens of any such violation or failure to comply with any applicable law.  This Agreement and its terms and provisions shall not be offered or received as evidence for any purpose whatsoever against Citizens in any action or proceeding, other than a proceeding to enforce the terms of this Agreement.

9.         Triplicate Originals/Execution in Counterparts.

            All parties and DLC shall sign three copies of this document and each such copy shall be considered an original.  This document may be executed in counterparts.

Dated:  __________, 2004

PARTIES:                                                                                            

Citizens Bank of Rhode Island

By: _____________________________           

Name:                                                            

Title:                                                                           

Bay State Council of the Blind

By: _____________________________           

Name:                                                                       

Title:                                                                                                   

Amy Ruell

By:                                                                  

Disability Law Center

By:                                                                   By:______________________

Law Office of Elaine B. Feingold

By:                                                                  

     Elaine B. Feingold, Esq.

Attorneys for Bay State and Amy Ruell

EXHIBIT A

Talking ATM

New England

2003 – 2005

·        New England Branch Locations[1]:

• *Includes newly acquired CambridgePort (11) and Community Bank (10) Branch ATMs. With respect to branches acquired through any additional acquisition activity- Citizens will upgrade (if necessary) and confirm one talking ATM per Reg E address within a reasonable time after conversion.

• Citizens will place signs at each talking ATM that identifies the machine as a talking ATM.

• Citizens will provide listening devices necessary to utilize any Citizens talking ATM at no charge.  The listening devices will be available at the branch or may be requested through our telephone support group.

• Citizens will maintain its talking ATMs in operable working condition, consistent with its prevailing service standards for ATMs generally at locations containing a single ATM.

·        New England Remotes (non-branch locations):

• At least 50% of the New England remote portfolio will be talking ATMs by year end 2005.  This portfolio currently consists of [    ] remote ATMs. 
• All new equipment installs will be talking ATMs unless the location already has existing upgraded equipment.
• Citizens will consider request for remote upgrades and make reasonable efforts to upgrade.
• We will meet in August 2004 and August 2005, at a minimum to review and discuss the remaining New England remote portfolio.

·        Other Auxiliary Aids & Services:

Citizens will develop an effective policy for providing auxiliary aids and services to persons with vision impairments by year-end 2004.  In addition Citizens will develop a procedure whereby persons with vision impairments may request and Citizens will provide the following documents and services:

·        Braille and large print statements for personal accounts.

·        Automated telephone banking.

·        Online Banking.

·        Other forms of auxiliary aids and services to be mutually agreed upon.

·        Web Site:

·        Citizensbank.com shall comply with Priority 1 (or standard level A) of the W3C Content Accessibility Guidelines (the “Guidelines”) by year end 2004.  Citizens will identify the gap between Priority 1 and Priority 2 (or standard level AA) of the Guidelines and have a completed action plan for how and when Citizens will achieve Priority 2 of the Guidelines by year end 2005.”  With respect to Citizens on-line banking (roll out of the new on-line banking platform expected August 2004), by year-end 2004 Citizens will have completed an action plan for testing compliance with Priority 1 and 2. Inclusive in this plan will be dates for reaching compliance with Priority 2.