**AGREEMENT BETWEEN GLOBAL PAYMENTS SYSTEMS LLC**

**[AND THE FEDERAL BANKING AGENCIES]{.underline}**

WHEREAS, Global Payments Systems LLC, Atlanta, Georgia (\"GPS\") is an
independent data processing servicer providing services, including
mission-critical credit card processing services (collectively,
\"mission-critical services\"), through its Westlake, Ohio Division
("GPS-Westlake"), to banks, bank holding companies, savings
associations, credit unions, and subsidiaries and affiliates of such
institutions (collectively, \"financial institutions\"), and other
customers;

WHEREAS, the Federal Deposit Insurance Corporation, the National Credit
Union Administration, the Office of the Comptroller of the Currency, and
the Office of Thrift Supervision (the "federal banking agencies")
jointly examine the data processing services provided to financial
institutions by GPS under the provisions of the Bank Service Company Act
("BSCA"), 12 U.S.C. § 1867(c) and (d), and the Examination Parity and
Year 2000 Readiness for Financial Institutions Act ("Examination Parity
Act"), 12 U.S.C. §§ 1464(d)(7) and 1786a;

WHEREAS, the federal banking agencies are authorized to enter into this
Agreement with GPS pursuant to the BSCA, the Examination Parity Act, and
section 8 of the Federal Deposit Insurance Act ("FDIA"), 12 U.S.C. §
1818;

WHEREAS, based on the results of the most recent Year 2000 review,
GPS-Westlake has not met the milestone dates and other provisions set
forth in the Year 2000 readiness guidelines issued by the Federal
Financial Institutions Examination Council ("FFIEC") for the review,
renovation, testing, remediation, management, and contingency planning
of mission-critical systems, and the federal banking agencies are of the
opinion that this Agreement is necessary to protect the interests of
GPS-Westlake\'s financial institution customers currently using the
services provided at GPS-Westlake on the Cardholder Processing System,
and all related software and hardware that is being converted to the
Cardholder Advantage System (the "Cardholder System");

WHEREAS, the federal banking agencies are taking this enforcement action
in order to address the testing and implementation of Year 2000 ready
mission-critical services performed by GPS-Westlake's Cardholder System
for its financial institution customers and to ensure that
GPS-Westlake\'s financial institution customers that are supervised
and/or insured by the federal banking agencies are promptly notified of
the Year 2000 readiness of the Cardholder System; and

WHEREAS, on \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 1999, the board of
directors of GPS, without admitting or denying the findings or opinions
of the federal banking agencies set forth above, adopted a resolution
authorizing and directing Robert A. Yellowlees to execute this Agreement
on behalf of GPS and to consent to each and every provision of this
Agreement,

NOW, THEREFORE, GPS and the federal banking agencies agree as follows:

1\. GPS shall take such actions as are necessary to ensure that testing
of a Year 2000 ready Cardholder System is successfully completed and
ready for implementation by its financial institution customers by
August 31, 1999. These actions shall include, but not be limited to,
individual testing in a fully integrated and forward dated testing
environment for transaction, file creation, report generation,
submission, and transmission processes for each financial institution
customer using the Cardholder System. For the purposes of this
Agreement, "Year 2000 ready" means that the Cardholder System accurately
processes, calculates, compares, sequences date and time data from,
into, or between the 20^th^ and 21^st^ centuries, and the years 1999 and
2000, and with regard to leap year calculations.

2\. In the event GPS fails to successfully complete testing of, and make
ready for implementation by its financial institution customers, a Year
2000 ready Cardholder System by August 31, 1999, as required by
paragraph 1 above, GPS must:

> \(a\) immediately notify in writing the federal banking agencies and
> each affected financial institution customer using a non-Year 2000
> ready Cardholder System of such event, and
>
> \(b\) at the request of any affected financial institution customer,
> provide, within five (5) days of such request, a release of the
> customer's contractual obligations to and with GPS for
> mission-critical services using the non-Year 2000 ready Cardholder
> System, and the waiver of any termination fees, damages, attorneys'
> fees, indemnity, or any other penalty or legal impediment (but not any
> of the other contractual rights of GPS, such as fees for services
> rendered under such contracts prior to termination); and, to the
> extent that any such financial institution customer makes the above
> request, GPS shall fully cooperate with and provide transition
> assistance to that customer, at the customer's expense, including
> transferring customer data records to another service provider on a
> prompt and timely basis.

3\. Nothing in this Agreement is intended to, nor shall have the effect
of, preventing, precluding, or in any way inhibiting any financial
institution customer from at any time exercising any rights it may have
under the terms of its contract(s) with GPS, including, but not limited
to, the exercise of any termination or cancellation provisions of such
contract(s).

4\. Within five (5) days of the effective date of this Agreement, GPS
must:

> \(a\) Notify, in writing, each financial institution customer using a
> non-Year 2000 ready Cardholder System that the system is not Year 2000
> ready. Such notice shall include a copy of this Agreement;

\(b\) At the request of any financial institution customer, provide a
copy of this Agreement; and

\(c\) Thereafter, update each Cardholder System financial institution
customer of its efforts to make the Cardholder System Year 2000 ready.

5\. Within five (5) days of the effective date of this Agreement, GPS
shall submit to the federal banking agencies\' representative set forth
in paragraph 9 below, for review and comment, a Project Plan addressing
GPS-Westlake\'s proposed actions to test and implement a Year 2000 ready
Cardholder System by August 31, 1999. At a minimum, the Project Plan
must address renovation, testing, contingency planning, customer
awareness, management oversight, and implementation of the remediated
Cardholder System. The Project Plan must provide for retention of a
qualified Year 2000 Project Manager and for sufficient human and
financial resources to implement the plan. The Project Plan must set
forth the key dates for commencement and completion of each phase of the
plan, and follow and incorporate the criteria contained in the
Interagency Guidelines Establishing Year 2000 Standards for Safety and
Soundness, published at 63 *Federal Register* 55480-55489 (October 15,
1998). GPS must promptly implement and adhere to the Project Plan,
including key dates.

6\. Within five (5) days of the effective date of this Agreement, GPS
shall submit for review and comment as part of the Project Plan required
by paragraph 5 above, a Year 2000 Remediation Contingency Plan
describing the specific actions GPS will take in the event that the
Cardholder System is not Year 2000 ready by August 31, 1999. The Year
2000 Remediation Contingency Plan, at a minimum, shall:

> \(a\) identify alternative suppliers and vendors that GPS may rely
> upon to supply Year 2000 ready services that may be used in place of,
> and are fully compatible with, the Cardholder System;
>
> \(b\) outline the circumstances under which GPS will enter into a
> binding agreement with another data processing servicer to provide
> Year 2000 ready services that may be used in place of, and are fully
> compatible with, the Cardholder System; and
>
> \(c\) establish "trigger dates" and criteria for activating the Year
> 2000 Remediation Contingency Plan allowing sufficient time to ensure
> that full implementation of the plan is completed no later than
> October 11, 1999.

7\. Within five (5) days of the effective date of this Agreement, GPS
shall revise and submit for review and comment as a part of the Project
Plan required by paragraph 5 above, a Year 2000 Business Resumption
Contingency Plan to mitigate operational risks that may be caused by
failures of GPS-Westlake\'s core business processes. The plan shall, at
a minimum, address, consider, and include the following:

> \(a\) the plan's primary objectives, including, but not limited to,
> minimizing disruptions of service to financial institution customers
> and the timely resumption of operations;
>
> \(b\) specific recovery steps for each core business function and
> product;
>
> \(c\) a method of validating the plan for effectiveness and viability;
> and
>
> \(d\) a requirement for the periodic update of the plan as needs and
> circumstances warrant.

8\. From and after the effective date of this Agreement, GPS shall
provide biweekly written reports to the federal banking agencies\'
representative, set forth in paragraph 9 below, of its efforts to comply
with each provision of this Agreement.

9\. Communications regarding this Agreement shall be sent to Suellyn
Tornay, Global Payment Systems LLC, Four Corporate Square, Atlanta,
Georgia 30329-2010, on behalf of GPS, and Fred Pultz, National Bank
Examiner, Office of the Comptroller of the Currency, Arlington Place II,
Suite 340, 85 West Algonquin Road, Arlington Heights, IL 60005-4422, on
behalf of the federal banking agencies.

10\. Each provision of this Agreement shall continue in full force and
effect unless or until amended by mutual consent of the parties to the
Agreement, or stayed, modified, terminated, or suspended in writing by
joint agreement of the federal banking agencies.

11\. This Agreement shall become effective as of the date it is executed
by all of the federal banking agencies.

12\. This Agreement is a "written agreement" for the purposes of section
8 of the FDIA, 12 U.S.C. § 1818 and § 1786(s)(1)(A), and GPS waives the
right to challenge the validity of the Agreement under these statutes or
any other provision of law.

IN WITNESS WHEREOF, GPS and the federal banking agencies, acting through
their duly authorized representatives, have executed this Agreement.

Global Payments Systems LLC Office of the Comptroller of the Currency

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

By: Robert A. Yellowlees Leann G. Britton

Senior Deputy Comptroller

for Bank Supervision Operations

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ Date:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

National Credit Union Administration

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

David M. Marquis

Director of Examination and Insurance

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Federal Deposit Insurance Corporation

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

James L. Sexton

Director

Division of Supervision

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Office of Thrift Supervision

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Richard M. Riccobono

Deputy Director

Date: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_