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Transition Services Agreement

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Sectors: Banking
Governing Law: Delaware, View Delaware State Laws
Effective Date: July 13, 2007
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Exhibit 10.2


This TRANSITION SERVICES AGREEMENT (this " Agreement" ), dated as of July 13, 2007, is entered into by and between BankFirst, a South Dakota banking corporation (" BankFirst" ) and The Bancorp, Inc., a Delaware corporation (" Bancorp" ). WHEREAS, the parties have entered into a Purchase and Assumption Agreement the (" PAA" ) dated the date hereof, pursuant to which Bancorp has agreed to purchase certain assets and assume certain liabilities of BankFirst related to BankFirst' s " Stored Value Solutions" division (the " Business" ); and WHEREAS, the parties desire to coordinate an efficient and orderly transition of the Business from BankFirst to Bancorp. THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Cooperation . BankFirst and Bancorp shall, before and after the Closing Date (as defined in the PAA, the " Closing Date" ), cooperate in good faith and make all reasonable efforts to support the Business being transferred from BankFirst to Bancorp at the Closing Date. It is the intent of the parties to transfer the Business to Bancorp in an expeditious manner and to terminate services hereunder as soon as they are no longer needed by either party.

2. ITI Platform . Bancorp shall obtain all necessary licenses for an ITI platform and take such additional steps as may be necessary so that as soon as reasonably possible after the Closing Date, Bancorp will be able to use its ITI platform to operate the Business. Until this is accomplished, BankFirst agrees to provide to Bancorp data processing support services from BankFirst' s ITI platform as may be necessary to operate the Business. Bankfirst agrees to provide such services without charge to Bancorp for 90 days unless extended as provided for in this Agreement.

3. Automated Clearing House Services . BankFirst will provide without charge to Bancorp automated clearing house (" ACH" ) credit and debit transaction services to Bancorp in connection with the Business until such time that Bancorp no longer needs such ACH services. Bancorp agrees to take all necessary steps to provide all ACH services required by the Business as soon as possible after the Closing Date.

4. Data Processing . Set forth on Schedule 4 is a listing of the software/hardware assets being acquired by Bancorp under the PAA, but which BankFirst will continue to need to use until BankFirst can
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