**2. Amendment**. a. The definition of “Dual Branding Period” in Section 1 of the Agreement isdeleted in its entirety and replaced with the following:““**Dual Branding Period**” means the period during which Juniper Bank and Bank ofAmerica shall each have the right to market co-branded credit cards bearing theMarks of US Airways Group. Said period shall begin on the Commencement Date and endon December 31, 2008 when Juniper Bank becomes the exclusive issuer of theco-branded credit cards bearing the Marks of US Airways Group. **.” b. The definition “Total Managed Expense” in Section 1 of the Agreement is deletedin its entirety and replaced with the following:““**Total Managed Expense**” means actual cost of funds, net credit and fraud losses,**, acquisition costs including, Purchased Credit Card Relationships amortizationexpense, **, New Account Fee and ** Fee, Base Miles, Adjustment Miles, Bonus Miles,Renewed Account Fee expense, the Merger Bonus Payment, Annual Bonus Payment, **.” c. Section 2.2.2 of the Agreement is deleted in its entirety and replaced with thefollowing:“Net New Purchase Transactions. For purposes of this Agreement, **“Net NewPurchase Transactions”**means the aggregate amount of purchases of goods and servicesposted to Accounts less all credits to Accounts for returned merchandise, or disputedbilling items. In no event shall Net New Purchases include (i) purchases or balancetransfers that are posted to an Account that has been reported lost or stolen (unlesssuch purchases or balance transfers represent bona fide purchases or a QualifyingBalance Transfers posted to a lost or stolen Account, on which fees have not yet beenpaid by Juniper Bank); (ii) balance transfers cash advance transactions and/or cashadvance transaction fees; and (iii) annual fees, finance charges, and any other bank feeor charge posted to the Account (such fees include, but are not limited to, late fees,return check fees, over-limit fees, credit insurance premiums, collection costs andadministrative fees). The amount so spent shall be rounded to the nearest dollar ($.50will be rounded up) for purposes of determining the ** Fee and the Base Miles to becredited to the FF Participant’s Account.” d. Section 4.2.2 of the Agreement is deleted in its entirety and replaced with thefollowing:“4.2.2. Fees. During the Term of this Agreement, Juniper Bank shall pay a** Fee to US Airways Group equal to ** for each Base, Bonus or Adjustment Mileawarded by Juniper Bank to an Account and accounts from **. In addition to the **Fee, Juniper Bank shall pay a fee for the use of the US Airways Marks, marketing channels, administrative support and brand equity (“**** Fee**”) as follows:** Confidential Treatment Requested.
 
2

 
(a) From the Effective Date up to and including **: **•** For each ** of Net New Purchase Transactions on Cards bearing USAirways Marks in which Cardholders earn ** Mile per **, a fee of **; **•** For every ** of Net New Purchase Transactions on Cards bearing USAirways Marks in which Cardholders earn ** Mile per **, a fee of **; and **•** For each Bonus or Adjustment Mile awarded by Juniper Bank on a Cardbearing US Airways Marks, a fee of **.(b) As of ** and thereafter: **•** For each ** of Net New Purchase Transactions on Cards bearing US AirwaysMarks in which Cardholders earn ** Mile per **, a fee of **; **•** For every ** of Net New Purchase Transactions on Cards bearing US AirwaysMarks in which Cardholders earn ** Mile per **, a fee of **; and **•** For each Bonus or Adjustment Mile awarded by Juniper Bank on a Cardbearing US Airways Marks, a fee of **.Notwithstanding the foregoing, to the extent that Juniper Bank awards Bonus Miles asincentives for ** cardholders to use the new Juniper Bank issued MasterCard, JuniperBank shall pay a ** Fee to US Airways Group equal to ** in addition to the ** Feefor each such Bonus Mile awarded to such ** cardholders.In addition, US Airways Group will award Base and Bonus Miles as follows:(i) US Airways Group shall award Base Miles as set forth in ExhibitA and Exhibit B attached hereto.(ii) US Airways Group will from time to time award BonusMiles to Accounts. Bonus Miles will be awarded as agreedfrom time to time by the parties for, by way of example onlyand not limitation, rewards to Customers when they openAccounts, rewards to Affinity Cardholders for engaging incertain categories of transactions as the parties may agree,including, but not limited to, the use of an Account topurchase US Airways Group tickets. Bonus Miles shall be inaddition to Base Miles awarded per Net New PurchaseTransactions**.**” e. Section 4.8 of the Agreement is deleted in its entirety and replaced with thefollowing:“4.8 **.”** Confidential Treatment Requested.
 
3

 
 f. The first sentence of the second paragraph of Section 4.6(ii) of the Agreementis deleted in its entirety and replaced with the following:“In the event Juniper Bank terminates this Agreement pursuant to this Section4.6, US Airways will promptly repay an amount equal to **.” g. Section 9.2 of the Agreement is deleted in its entirety and replaced with thefollowing:“9.2 Exceptions. Notwithstanding the provisions set forth in Section9.1 above, US Airways may **.” h. Section 18(vii) of the Agreement is deleted in its entirety and replaced withthe following:“(vii) **.” i. The Agreement is amended by adding the following new sub-Sections (ix) (x) and(xi) at the end of Section 18:“(ix) On or before the Effective Date, US Airways Group has granted **.(x) As of **, US Airways Group will no longer be required to ** with respect to accountacquisition marketing.(xi) As of the Effective Date, US Airways Group shall exclude from all lists it providesin connection with marketing or soliciting credit cards any contact information (e.g.,name, street address or e-mail address) concerning a US Airways Group FF Participantthat is a cardholder of an account in the **. j. The Agreement is amended by adding the following new Sections 27, 28, 29, and30 at the end of the Agreement:“27. SERVICING ACKNOWLEDGEMENT.US Airways Group acknowledges that mechanics of executing ** will require ** to service** for a commercially reasonable time until** and consents to such servicing by **.28. PAYMENT ACKNOWLEDGEMENTUS Airways Group acknowledges that during the ** Juniper Bank will be relying on reportsfrom ** to calculate payments due to US Airways Group under the Agreement and relianceon such reports. During the ** for payments due on the accounts in ** the ** calendarday time frame for payment set forth in each of the foregoing sections shall be extendedto no later than ** calendar days. In the event Juniper Bank does not receive therequired reports from ** by the ** calendar day, it will advise US Airways Group and USAirways Group shall provide an estimated** Confidential Treatment Requested.
 
4

 
report of miles awarded to ** in the particular month. Juniper Bank shall make paymentto US Airways for ** based on said report by the later of the ** calendar day or fivebusiness days after receipt of the report from US Airways Group. Upon receipt of thereport from **, Juniper Bank will determine the amount of the payment due based on saidreport and apply any over or under payment in the next month. Moreover, US Airways Groupacknowledges that payments made during the ** will be made based on limited reportingfrom **. Upon **, Juniper Bank shall conduct an audit of Fees earned during the ** onsuch accounts and make an adjustment (either upward or downward) to Fees paid in themonth following completion of the audit. It is expressly noted that nothing hereinshall be deemed to change the time for payment to be made for Fees earned on theAccounts on Juniper Bank’s processing system.”29. **The parties acknowledge that, with respect to the **, Juniper Bank intends to makecommercially reasonable efforts to **. In the event that Juniper Bank elects not to **,the parties agree that Juniper Bank may either **. If Juniper Bank elects option (i)above, it shall **. For the avoidance of doubt, the parties agree that **.30. **Juniper Bank will implement an auto-enrollment program with ** to continue theenrollment of ** accounts and any other acquired accounts ** sponsored by US Airways,Inc. Juniper Bank will use commercially reasonable efforts to extend the ** to Accountsacquired **.**3. Effectiveness**. This Amendment No. 5 shall be effective on the Effective Date. In the eventthat ** does not take place, this Amendment No. 5 shall have no force and effect and shall be nulland void for all purposes with the Agreement reverting back to the previous status quo, effectiveas of and from the Effective Date without any further action by either party.**4. Effect**. Except as set forth in this Amendment No. 5, the Agreement shall remain in full forceand effect and each of US Airways Group and Juniper Bank hereby restates and affirms all of theterms and provisions of the Agreement. If any conflict exists between the terms and provisions ofthe Agreement and this Amendment No. 5, the terms and provisions of this Amendment No. 5 willgovern and control.**5. Entire Agreement**. The Agreement, as amended by this Amendment No. 5, constitutes the entireagreement between the parties with respect to the subject matter hereof and supersedes all priorunderstandings with respect thereto.**6. Counterparts**. This Amendment No. 5 may be executed in any number of counterparts, each of whichshall be deemed an original and all of which when taken together shall constitute one and the sameinstrument. Delivery of an executed counterpart signature page by facsimile shall be effective asa manually executed signature page.[Remainder of page intentionally left blank; signature page follows]** Confidential Treatment Requested.
 
5

 
IN WITNESS WHEREOF, Juniper Bank and US Airways Group have executed and delivered thisAmendment No. 5 as of the date first written above.       **US AIRWAYS GROUP, INC.** **BARCLAYS BANK DELAWARE**    **Formerly known as**