<PAGE>

                     GENERAL RELEASE AND SEVERANCE AGREEMENT

         This General Release and Severance Agreement (hereinafter
"Agreement") is entered into by and between EDWARD K. MIMS (hereinafter
"ASSOCIATE"), and ADS ALLIANCE DATA SYSTEMS, INC. (hereinafter "ALLIANCE"),
and also ALLIANCE DATA SYSTEMS CORPORATION ("ADSC") but only to the extent
specifically provided in this Agreement.

         WHEREAS, ASSOCIATE has willingly and voluntarily resigned all
officer positions he held for ALLIANCE, its parent, subsidiaries and
affiliates as of October 11, 2000;

         WHEREAS, ASSOCIATE and ALLIANCE will mutually, willingly, and
voluntarily terminate their employment relationship effective as of November
3, 2000 ("TERMINATION DATE");

         WHEREAS, ASSOCIATE and ALLIANCE desire to compromise, settle and
forever resolve and dispose of all differences and potential claims and
controversies between them, up to and including the Termination Date;

         WHEREAS, all words used in this Agreement will have their plain
meaning in ordinary English; and

         WHEREAS, the effective date of this Agreement shall be on the eighth
day following ASSOCIATE'S execution of this Agreement (the "EFFECTIVE DATE").

         NOW, THEREFORE, in consideration of the foregoing and promises and
other good and sufficient consideration contained hereinafter, the parties
agree as follows:

                                       I.

         A. SEVERANCE PAY. In exchange for ASSOCIATE entering into this
Agreement and signing the General Release, ALLIANCE agrees to pay to
ASSOCIATE the lump sum of $269,923.30, less appropriate payroll tax
deductions and income tax withholdings within five (5) days of the Effective
Date ALLIANCE and ASSOCIATE agree that as of the Termination Date,

GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 1

<PAGE>

ASSOCIATE is no longer eligible to participate in ALLIANCE's 401(k) savings
plan, and therefore, the aforementioned severance payments shall not be
subject to 401(k) withholdings or employer matching.

         B. PAYMENT OF WAGES AND OTHER BENEFITS. ALLIANCE represents and
agrees that as of the Effective Date of this Agreement, ALLIANCE will have
made payment in full to ASSOCIATE for all wages earned through the
Termination Date and all other benefits owed to ASSOCIATE through the
Termination Date other than claims under ALLIANCE's medical plan that have
been filed but not paid and any other benefits specifically provided for in
this Agreement. Further, ALLIANCE and ASSOCIATE agree that by signing this
Agreement and in consideration for the Severance Pay to be paid to ASSOCIATE
pursuant to Section I(A), ASSOCIATE is hereby waiving any payment for accrued
but unused vacation for 2000. Further, ALLIANCE and ASSOCIATE agree that
after the Termination Date, ASSOCIATE will not accrue any vacation or other
benefits for which he was eligible or previously entitled.

         C. CONTINUATION OF BENEFITS. ALLIANCE shall continue ASSOCIATE'S
health and life benefits through the end of the month in which the
Termination Date falls. Thereafter, ASSOCIATE may elect to continue health
benefits pursuant to the Comprehensive Omnibus Budget Reconciliation Act
("COBRA"), solely at his cost, by paying the applicable premiums therefor.

         D. INCENTIVE COMPENSATION. ASSOCIATE will be entitled to receive an
incentive compensation payment pursuant to the 2000 Incentive Compensation
Plan (the "2000 Plan") provided such payments, if any, are made as directed
by the ALLIANCE Board of Directors, calculated by multiplying (i) $121,000 by
(ii) 90% by (iii) that percentage of corporate

GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 2

<PAGE>

performance criteria attained by the Company and adding $12,100. ASSOCIATE
will not be eligible to participate in ALLIANCE's 2001 Incentive Compensation
Plan.

         E. STOCK OPTIONS. ASSOCIATE, ALLIANCE and Alliance Data Systems
Corporation ("ADSC") agree to amend, as provided in this Paragraph E, the
Incentive Stock Option Agreements dated February 26, 1998, July 24, 1998,
December 1, 1998, and May 7, 1999 between ADSC and ASSOCIATE pursuant to the
Alliance Data Systems Corporation and its Subsidiaries Stock Option and
Restricted Stock Purchase Plan ("ORIGINAL PLAN") and the Incentive Stock
Option Agreement dated September 1, 2000 between ADSC and ASSOCIATE pursuant
to the Amended and Restated Alliance Data Systems Corporation and its
Subsidiaries Stock Option and Restricted Stock Plan ("AMENDED AND RESTATED
PLAN") (hereinafter, both plans are referred to as the "Plan" or "Plans". The
amendments shall provide as follows:

          1) ORIGINAL PLAN. The stock options granted to ASSOCIATE pursuant
to the Original Plan ("ORIGINAL PLAN STOCK OPTIONS") which are vested as of
the Termination Date ("VESTED ORIGINAL PLAN STOCK OPTIONS"), may be exercised
pursuant to the Original Plan for a period of up to six (6) months after the
Termination Date. The total number of shares vested under the Original Plan
Stock Options as of the Termination Date is 36,111 shares. All other Original
Plan Stock Options unvested as of the Termination Date ("UNVESTED ORIGINAL
PLAN STOCK OPTIONS") will be forfeited. Notwithstanding the foregoing
sentence, however, if the Board of Directors determines that the vesting of a
certain portion of the Unvested Original Plan Stock Options shall be
accelerated to January 31, 2001 due to Company performance, such options so
designated by the Board of Directors will vest as of January 31, 2001
("JANUARY VESTING DATE") and may be exercised for a period of up to


GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 3

<PAGE>

six (6) months after the January Vesting Date; provided that ASSOCIATE shall
receive accelerated vesting to the January Vesting Date of the Unvested
Original Plan Stock Options to no less extent than any other associate of
ALLIANCE also holding stock options under the Original Plan. ASSOCIATE hereby
agrees and acknowledges that the aforementioned options which are subject to
the January Vesting Date may be converted from Incentive Stock Options to
Non-Qualified Stock Options. ALLIANCE agrees to provide written notice of any
action by the Board of Directors to accelerate any options granted under the
Original Plan (including the amounts by which every employee's or associate's
options were accelerated) within 10 days of the adoption of such action.

         2) AMENDED AND RESTATED PLAN. One-third of the stock options granted
to ASSOCIATE pursuant to the Amended and Restated Plan on September 1, 2000
will vest on August 31, 2001 ("EXTENDED VESTING DATE") and may be exercised
pursuant to the Amended and Restated Plan for each such stock options or
stock awards for a period of up to six (6) months after the Extended Vesting
Date. The amount of such vested stock options shall be 26,667 shares as of
the Extended Vesting Date. All other stock options which were granted on
September 1, 2000 will be forfeited. ASSOCIATE hereby agrees and acknowledges
that the aforementioned options which are subject to the Extended Vesting
Date may be converted from Incentive Stock Options to Non-Qualified Stock
Options.

         F. RESTRICTED STOCK AWARDS. ASSOCIATE hereby acknowledges and agrees
that because his employment with ALLIANCE ceased as of November 3, 2000, he
has forfeited and will forfeit any and all Restricted Stock Awards ("RSA")
granted to him prior to the Termination Date and he will no longer be a
participant in the RSA plan as of November 3, 2000. However, if in 2001, the
ALLIANCE Board of Directors decides that all or a portion of the restrictions
on

GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 4

<PAGE>

such RSA's should lapse for each and every ALLIANCE associate who was,
effective September 1, 2000, granted RSA's and who is, on the date such
lapsing takes effect, then participating in the RSA plan, or if such
restrictions lapse for each and every ALLIANCE associate, due to ALLIANCE
reaching its 2000 EBITDA target, ALLIANCE agrees to make a one-time cash
payment to ASSOCIATE in an amount equal to the fair market value of ADSC
common stock underlying such RSA on the date such lapsing takes effect
multiplied by 7,000 ("Associate's 2000 Vesting Target") multiplied by the
percentage of Associate's 2000 Vesting Target on which the Board of Directors
deems such restrictions should lapse ("Lapsed Restriction Percentage") or by
100% in the case ALLIANCE reaches its 2000 EBITDA target, less applicable
taxes. For example, if the Board designates in 2001 that the Lapsed
Restriction Percentage should be 100%, ASSOCIATE's cash payment would be
calculated by multiplying the fair market value of ADSC common stock on the
date such lapsing takes effect by 7,000 and multiplying that number by 100%.
Alternatively for example, if the Board designates in 2001 that the Lapsed
Restriction Percentage should be 40%, then ASSOCIATE's cash payment would be
calculated by multiplying the fair market value of the ADSC common stock on
the date such lapsing takes effect by 7,000 and multiplying that amount by
40%. For purposes of this Section I(F), the fair market value of one share of
the ADSC common stock shall be that number as calculated by the ADSC finance
department in the normal course of business for similar purposes unless on
the date the fair market value must be determined the ADSC common stock is
traded on a nationally recognized securities exchange, in which case the fair
market value of one share of the ADSC common stock shall be the closing price
of the ADSC common stock on such date, or if such date is not a trading day,
then the closing price per share of the ADSC common stock on the next trading
day thereafter.


GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 5

<PAGE>

         ALLIANCE agrees to provide written notice of any action by the Board
of Directors to accelerate vesting of the RSAs within 10 days of such action.
If ALLIANCE does not reach its 2000 EBITDA target and the Board of Directors
does not otherwise accelerate the vesting of the RSAs referenced above, in
such event ASSOCIATE will receive no such cash payment and nothing in this
paragraph shall be construed to entitle ASSOCIATE to any other future
payments of any kind pursuant to this paragraph. All payments due ASSOCIATE
under this Paragraph F shall be payable within thirty (30) days after the
event occurs that creates the payment obligation to ASSOCIATE.

         G. FURTHER ACTIONS. ASSOCIATE, ALLIANCE, and ADSC agree to execute
such documents and to take such actions as are necessary to implement the
amendments described in this Paragraph E and Paragraph F above.

         H. OUTPLACEMENT BENEFITS. As further consideration of the mutual
promises contained herein, ALLIANCE agrees to provide ASSOCIATE, at
ALLIANCE'S cost, with executive-level outplacement assistance with Spherion
Human Capital Consulting ("SHCC") or another company providing similar
services for a period of one (1) year. By providing this service, ALLIANCE
does not warrant or guarantee the services of SHCC or such other party, nor
does ALLIANCE warrant or guarantee that ASSOCIATE will secure employment
through SHCC or such other party.

         I. CONTINUING PROFESSIONAL EDUCATION EXPENSES AND PROFESSIONAL
LICENSE FEES. ALLIANCE agrees to reimburse ASSOCIATE upon the proper
submission of expense reports therefor, expenses related to (1) ASSOCIATE's
attendance at continuing professional education seminars and (2) ASSOCIATE's
professional accountancy license fees which enable


GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 6

<PAGE>

ASSOCIATE to maintain his professional accountancy licenses in the state of
Texas for the calendar years 2000 and 2001.

         In the event Associate breaches any of the promises and covenants
contained in this Agreement, ALLIANCE's duties hereunder shall cease;
provided, however, if ASSOCIATE's breach is capable of being cured, ALLIANCE
shall first provide ASSOCIATE a written notice of the breach and allow
ASSOCIATE twenty (20) days to cure such breach, and only if the breach is not
cured within such twenty (20) day period may ALLIANCE cease its duties
hereunder.

                                       II.

         A. GENERAL RELEASE BY ASSOCIATE. In exchange for the consideration
set forth above in Section I. and other good and sufficient consideration set
forth herein, ASSOCIATE, for and on behalf of himself individually and his
heirs, representatives, and assigns, if any, hereby fully, finally,
completely, and forever releases, discharges, acquits, and relinquishes
ALLIANCE, ADSC and their predecessors, successors, parent entities,
subsidiaries, related or affiliated companies, attorneys, officers,
directors, employees, former employees, agents and assigns (collectively the
"Released Parties"), jointly and/or severally, from any and all claims,
actions, demands, liabilities, and/or causes of action of whatever kind or
character, joint or several, whether now known or unknown, asserted or
unasserted, under any federal, state or local statute and common law dealing
with age, race, sex and other types of discrimination in employment,
including, but not limited to, the Texas Commission on Human Rights Act;
Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act
of 1991; the Americans with Disabilities Act; the Age Discrimination in
Employment Act ("ADEA") the Employee Retirement Security Act of 1974; or any
other claim, regardless of the forum in which it might be

GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 7

<PAGE>

brought, if any, which he has, might have, or might claim to have against the
Released Parties, or any of them individually, for any and all injuries,
harm, damages, penalties, costs, losses, expenses, attorneys' fees, and/or
liability or other detriment, if any, whenever incurred, or suffered by
ASSOCIATE as a result of any and all acts, omissions, or events by the
Released Parties, collectively or individually, through the Termination Date.
It is expressly agreed and understood by ASSOCIATE that this Agreement and
Release includes without limitation any and all claims, actions, demands, and
causes of action, if any, arising from or in any way connected with the
employment relationship between ASSOCIATE and ALLIANCE and the termination
thereof, including any claim of discrimination, retaliation, harassment,
failure to accommodate, wrongful termination, breach of contract, and/or
tortious conduct, including all claims that were or could have been brought
by ASSOCIATE. However, the parties agree that notwithstanding the foregoing
language, ASSOCIATE in no way releases any claims to any of the following:
(i) any employee benefits, including, but not limited to, pension and/or
retirement benefits, which were vested as of the Termination Date or (ii) any
breach by ALLIANCE or ADSC of its obligations to ASSOCIATE under this
Agreement.

         B. ADEA RELEASE. ASSOCIATE hereby acknowledges that he knowingly and
voluntarily enters into this Agreement with the purpose of waiving and
releasing any claims under the Age Discrimination in Employment Act of 1967,
and as such, he acknowledges and agrees that:

         (1)      this Agreement is worded in an understandable way;

         (2)      any rights or claims arising under the ADEA are waived;

         (3)      claims under the ADEA that may arise after the date this
                  Agreement is executed are not waived;


GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 8

<PAGE>

         (4)      the rights and claims waived in this Agreement are in exchange
                  for additional consideration over and above anything to which
                  ASSOCIATE was already undisputedly entitled;

         (5)      ASSOCIATE has been advised in writing to consult with an
                  attorney prior to executing this Agreement;

         (6)      ASSOCIATE has been given a twenty-one (21) day period of time,
                  if desired, to consider this Agreement.

         (7)      He may revoke this waiver and release of any ADEA (age
                  discrimination) claims covered by this Agreement within seven
                  days from execution of this Agreement; provided, however, that
                  such a revocation may, at the election of ASSOCIATE, be deemed
                  to cause a failure of consideration for this Agreement,
                  whereupon ALLIANCE would be entitled to a return of any monies
                  paid to ASSOCIATE under this Agreement; and

         (8)      Any changes made to this Agreement, whether material or
                  immaterial, will not restart the running of this twenty-one
                  (21) day period.

                                      III.

         For the same consideration set forth herein, ASSOCIATE further
agrees as follows:

         A. CONFIDENTIALITY AND NONDISCLOSURE. ASSOCIATE agrees to be
permanently bound by any and all prior confidentiality agreements he executed
while an employee of ALLIANCE. ASSOCIATE further covenants and agrees that he
will not take with him following the end of him employment with ALLIANCE or
any of its affiliates, any document, papers or materials in any form
(including without limitation originals or copies, printed or in electronic
form) in ASSOCIATE'S possession or control containing any confidential
information and that he will surrender all such material upon the termination
of him employment with ALLIANCE.

         B. NONDISPARAGEMENT. The parties further agree that from and after
the Termination Date, the parties will not make or publish any statement,
written or oral, materially disparaging the reputation of ASSOCIATE or of
ALLIANCE, any of its present or future officers, shareholders, subsidiaries
or affiliates, or any of such parties' respective businesses or

GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 9
<PAGE>

products. To each prospective employer contacted by ASSOCIATE while J. Michael
Parks ("Parks") is ALLIANCE's Chief Executive Officer, ASSOCIATE agrees to
name only Parks as a reference to whom such prospective employer may contact
with regard to ASSOCIATE'S employment with ALLIANCE. If ALLIANCE is requested
by a prospective employer of ASSOCIATE for a job reference, ALLIANCE agrees
that such reference will be favorable to ASSOCIATE, and if Parks is then the
CEO of ALLIANCE, Mr. Parks shall give such reference.

         C.   NON-SOLICITATION. ASSOCIATE agrees that for a period of twelve
(12) months after the Termination Date, ASSOCIATE agrees not to (a) directly
or indirectly solicit for employment any person then employed by ALLIANCE or
any of its affiliates or any then engaged subcontractors of ALLIANCE of its
affiliates or subsidiaries used in connection with ALLIANCE-related work or
(b) advise or recommend to any other person, firm, partnership, or corporation
that competes with ALLIANCE'S business in those areas of the United States
where ALLIANCE conducts business, that it employ or solicit for employment any
person then employed by ALLIANCE or any of its subsidiaries used in connection
with ALLIANCE-related work; provided, however, that ASSOCIATE shall not be
prohibited from communicating with any current or former employee of ALLIANCE
as to matters other than as described in this Paragraph III(C).

         D.   INJUNCTIVE RELIEF. ASSOCIATE agrees that enforcement of the
Confidentiality and Nondisclosure and Nondisparagement convenants would be
difficult if not impossible to enforce through an action at law. Therefore,
ASSOCIATE agrees that ALLIANCE may seek any all remedies available to it to
enforce these covenants, including seeking any injunctive relief to enjoin
ASSOCIATE from further violation of the covenants or for specific enforcement
of this Agreement. ASSOCIATE further agrees that ALLIANCE may seek recovery of
all actual




GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 10

<PAGE>

damages incurred as a result of ASSOCIATE'S breach of any of the
above-referenced sections including but not limited to attorneys' fees, courts
costs and expenses incurred by ALLIANCE in seeking to enforce this section.

                                       IV.

         ASSOCIATE further agrees that any and all sums paid or provided to
him in consideration for this Agreement will be forfeited and become
immediately due and payable to ALLIANCE, at its sole discretion, in the event
that ASSOCIATE asserts any claim, demand or cause of action, arising out of,
resulting from, or in any way related to any of the claims released by
ASSOCIATE under this Agreement, or any action to set aside, invalidate, or
void this Agreement, except as a result of ALLIANCE's or ADSC's breach of
their respective obligations under this Agreement, unless ASSOCIATE withdraws
such claim, demand or cause of action within ten (10) days after receipt of
written notice from ALLIANCE. ASSOCIATE also agrees that a breach of the
covenant set forth in this Section IV will entitle ALLIANCE and its successors
and assigns to a full recovery in an action for damages, including, but not
limited to, recovery of its or their costs, expenses and attorneys' fees for
investigation, prosecution or defense of any action brought in breach of this
covenant. Such recovery of monies shall not otherwise affect the
enforceability of this Agreement or of other individual promises contained in
this Agreement.

                                       V.

         ASSOCIATE hereby represents and warrants that he has not assigned or
otherwise transferred to any other person or entity any interest in any claim,
demand, action and/or cause of action he has, or may have, or may claim to
have against any Released Party. ASSOCIATE agrees to indemnify and hold
harmless all of the Released Parties from any and all injuries, harm,



GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 11

<PAGE>

damages, costs, losses, expenses and/or liability, including reasonable
attorneys' fees and court costs, incurred as a result of any claims or demands
which may hereafter be asserted against any such Released Parties by, through,
or by virtue of an assignment or other transfer by ASSOCIATE.

                                       VI.

         ASSOCIATE acknowledges and agrees that by signing this Agreement, he
is hereby releasing and forever waiving re-employment or reinstatement with
ALLIANCE in any capacity; although nothing herein shall prevent ALLIANCE from
reemploying ASSOCIATE should ALLIANCE, in its own discretion decide to
reemploy him.

                                      VII.

         This Agreement, the offer of this Agreement and compliance with this
Agreement shall not constitute or be construed as an admission by the Released
Parties or any of them individually, of any wrongdoing or liability of any
kind or an admission by any of them of any violation of the rights of
ASSOCIATE, but rather, such liability or wrongdoing is expressly denied. This
Agreement shall not be admissible in any judicial, administrative or other
proceeding or cause of action as an admission of liability or for any purpose
other than to enforce the terms of this Agreement. Moreover, ASSOCIATE agrees
that he will not disclose to any third parties except as provided below the
fact that the parties have entered into this Agreement or the terms and
conditions of this Agreement. Unless otherwise authorized in writing by
ALLIANCE, ASSOCIATE may not disclose the fact the parties have entered this
Agreement as well as the information contained herein, except with respect to
his spouse, attorneys and tax advisors (the "Associate Authorized Parties"),
but only upon advising the Associate Authorized Parties of the restrictions of
this Section VII and obtaining the agreement of the Associate



GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 12

<PAGE>

Authorized Parties to terms of same. This Agreement is not intended to
prohibit or interfere with either ASSOCIATE'S ability to respond to or
cooperate with any governmental agency request or subpoena or court order.
However, in the event ASSOCIATE receives such a subpoena or order, ASSOCIATE
agrees to provide ALLIANCE notice of the subpoena or order within (5) days of
ASSOCIATE's receipt of such subpoena or order, with delivery to HR Counsel,
Alliance Data Systems, 17655 Waterview Parkway, Dallas, Texas 75252.

                                      VIII.

         The parties agree that the terms of this Agreement are contractual in
nature and not merely recitals and shall be governed and construed in
accordance with the laws of the State of Texas. The parties further agree that
should any part of this Agreement be declared or determined by a court of
competent jurisdiction to be illegal, invalid, or unenforceable, the parties
intend the legality, validity, and enforceability of the remaining parts shall
not be affected thereby, and said illegal, invalid or unenforceable part shall
be deemed not to be a part of this Agreement. Venue to decide any disputes
arising under this Agreement shall be in Dallas County.

         The parties further agree that while a breach of any of the covenants
set forth in this Agreement will entitle the ALLIANCE and its successors and
assigns to a full recovery in an action for damages, including, but not
limited to, recovery of its or their costs, expenses and attorneys' fees for
investigation, prosecution or defense of any action brought in breach of such
covenants, the recovery of monies shall not otherwise affect the
enforceability of this Agreement or of other individual promises contained in
this Agreement.

                                       IX.



GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 13

<PAGE>

         This Agreement shall be binding upon and the benefits shall inure to
ASSOCIATE and his heirs, successors, and assigns, and to ALLIANCE, ADSC and
their successors and assigns.

                                       X.

         No waiver of any of the terms of this Agreement shall be valid unless
in writing and signed by the party to this Agreement against whom such waiver
is sought to be enforced. The waiver by any party hereto of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach by any party, nor shall any waiver operate or be construed as a
recission of this Agreement.

                                       XI.

         All notices, requests, consents, and other communications under this
Agreement shall be in writing and shall be deemed to have been delivered on
the date personally delivered or on the date deposited in a receptacle
maintained by the United States Postal Service for such purpose, postage
prepaid, by certified mail, return receipt requested, addressed to HR Legal
Counsel, Legal Department at:

         ADS Alliance Data Systems, Inc.
         17655 Waterview Parkway
         Dallas, Texas  75252

         and to ASSOCIATE at the address set forth below ASSOCIATE'S signature
on the signature page hereto. Either party hereto may designate a different
address by providing written notice of such new address to the other party
hereto.

                                      XII.

         ASSOCIATE agrees that in executing this Agreement he does not rely
and has not relied on any document, representation or statement, whether
written or oral, other than those specifically set forth in this written
Agreement. The parties agree that this Agreement constitutes



GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 14

<PAGE>

the entire agreement between ASSOCIATE, ALLIANCE, and ADSC and supersedes any
and all prior agreements or understandings, written or oral, pertaining to the
subject matter of this Agreement, and contains all the covenants and
agreements in any manner whatsoever between the parties with respect to such
matters. No oral understandings, statements, promises or inducements contrary
to the terms of this Agreement exist. This Agreement cannot be changed or
terminated orally, but may be changed only through written addendum executed
by both parties.

                                      XIII.

         The wording in this Agreement was reviewed and accepted by all
parties after reasonable time to review with legal counsel, and no party shall
be entitled to have any wording of this Agreement construed against the other
party as the drafter of the Agreement in the event of any dispute in
connection with this Agreement.

                                      XIV.

         ASSOCIATE and ALLIANCE agree that prior to the execution of this
Agreement, ASSOCIATE has returned to ALLIANCE all Company property within
ASSOCIATE'S possession, or control, including, but not limited to, beepers,
cellular telephones, keys, access cards, computers and peripheral equipment,
software, automobiles, equipment, customer lists, forms, plans, documents, and
other written and computer material, and copies of the same, belonging to
ALLIANCE or its affiliates, or any of their customers. ASSOCIATE represents
and warrants that he has not and will not at any time copy or reproduce any of
the items referred to in this Section XIV.



GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 15

<PAGE>
                                       XV.

         ASSOCIATE agrees to tender his resignation as a member of the board
of any ALLIANCE affiliate as of October 31, 2000.

         ALLIANCE and ADSC agree that for the period during which ASSOCIATE
was employed by ALLIANCE or ADSC, ASSOCIATE shall be entitled to the benefit
of the indemnification provisions contained in the Certificate of
Incorporation and/or Bylaws of ALLIANCE, ADSC or any other affiliate of ADSC
or any other contractual indemnification provision in place at the Effective
Date. ALLIANCE and ADSC covenant and agree that during the period of
ASSOCIATE'S employment with ALLIANCE or service on the board of directors of
any affiliate of ALLIANCE, ALLIANCE and ADSC have continually maintained a
directors' and officers' insurance policy, that ASSOCIATE has been included in
the category of covered directors and executives under such policy for acts
which occurred during the period of ASSOCIATE'S employment and/or services on
Board of Directors of any affiliate of ALLIANCE, and that such policy, as
maintained, insures ASSOCIATE for events or occurrences while such policy was
or is in force. ALLIANCE and ADSC further covenant and agree that as long as
they maintain any directors' and officers' insurance policy which provides
coverage for other officers and/or directors of ALLIANCE, ADSC or any
affiliate thereof, who served during the same period as ASSOCIATE, ALLIANCE
and ADSC agree that neither ALLIANCE or ADSC will make any request to any
carrier of any directors' and officers' insurance policy to exclude ASSOCIATE
from such same coverage.

                                      XVI.

         ASSOCIATE declares that the terms of this Agreement have been
completely read, are fully understood, and are voluntarily accepted, after
complete consideration of all facts and him



GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 16

<PAGE>

legal rights, of which he has been fully advised by him respective attorneys
for the purpose of making a full and final compromise, adjustment and
settlement of any and all claims, disputed or otherwise, that ASSOCIATE may
have against the Released Parties.

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GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 17

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         IN WITNESS WHEREOF, the parties have executed this Agreement as
follows:



EDWARD K. MIMS

/s/ Edward K. Mims
-------------------------------------------

8912 Maple Glen Drive, Dallas, Texas  75231
-------------------------------------------
ADDRESS

Date: November 27, 2000
-----------------------



ADS ALLIANCE DATA SYSTEMS, INC.


By:   J. Michael Parks
    ---------------------------

Its:  Chief Executive Officer
    ---------------------------

Date:  11/27/00
     --------------------------



As to the provisions of this Agreement to which it is mentioned:

ALLIANCE DATA SYSTEMS CORPORATION


By:  J. Michael Parks
   ----------------------------

Its: Chief Executive Officer
    ---------------------------

Date:  11/27/00
     --------------------------








GENERAL RELEASE AND SEVERANCE AGREEMENT - PAGE 18