Exhibit 10.2

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.

#9 AMENDMENT TO THE SERVICES AGREEMENT BETWEEN BOTTOMLINE TECHNOLOGIES, INC. AND BANK OF AMERICA, N.A.
Supplier Name:		Bottomline Technologies (de), Inc.		Agreement Number:		CW136262
Supplier Address:		325 Corporate Drive Portsmouth, NH 03801 United States		Addendum Number:		CW349887
Supplier Telephone:		1-603-436-0700		Addendum Effective Date:		January 13, 2012

This Amendment made and entered into this 13^th day of January, 2012 by and between BOTTOMLINE TECHNOLOGIES, INC. (hereinafter referred to as “Tech”) and BANK OF AMERICA, N.A. (hereinafter referred to as “Bank”).

WITNESSETH:

WHEREAS, Tech, as a subcontractor of the Bank, currently provides PayMode Processing Services to Bank Customers pursuant to the Services Agreement (CW 136262) (the “Agreement”);

WHEREAS, Bank requires a Change Request for price changes to Paymode X eInvoicing as described in Attachment A;

NOW, THEREFORE, in consideration of the premises hereof and the mutual benefits to be derived hereby, the Agreement is hereby amended by adding the following provisions as follows:

Change Request and Problem Report Form

Proposed and Agreed Upon Changes to the existing Paymode-X Invoicing Pricing Agreement:

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[**] is comprised of the steps below. The client can opt to bypass any steps they do not want:

1. [**]

2. Manual data entry

3. File submission: [**] standard file formats will be offered to the vendor at a [**] will be on as needed basis and charged to the vendor based on work effort required.

4. OPTIONAL: Receipt of paper through [**]

1. [**] to ensure adequate information is provided for processing

1. [**] lines to lines on [**], and validation that [**] fall within a specified [**] of the [**].

1. [**] populated via [**]

2. [**] manually keyed

1. [**] based on dollar amount with [**]

2. Two levels of [**]

Client using [**] would be charged based on the current service agreement rate card.

2013 Charges: Bottomline has offered the above [**] as a good-faith gesture to help build BAML’s momentum in the e-billing market. We respectfully request that effective January 1, 2013, pricing for the [**] and the [**] volumes [**] to the original 2012 levels ($[**] and $[**], respectively). The charges for e-invoicing will remain at $[**].

E. Inconsistencies: In the event of any inconsistencies in the terms of the Services Agreement and this Amendment, the terms of this Amendment shall control with respect to the provisions set out herein.

F. All Other Provisions: Except as to the terms amended by this Amendment, all other terms and conditions of the Services Agreement are declared by the parties to be in full force and effect, and except as otherwise provided in this Amendment, all defined terms used in this Amendment shall have the meanings set forth for such terms in the Services Agreement.

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly authorized representatives this 5th day of December, 2011.

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