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                                                                   EXHIBIT 10.23

                                VISA U.S.A. INC.
                                    GUARANTY

      This Parent Company Guaranty ("Guaranty") is effective this 6th day of
August, 2002, between National Processing, Inc.("GUARANTOR"), located at 1231
Durrett Lane, Louisville, Kentucky 40213 and VISA U.S.A. INC., located at 900
Metro Center Boulevard, Foster City, California 94404 ("VISA").

                                   WITNESSETH

      WHEREAS National City Bank of Kentucky ("MEMBER"), located at 101 South
Fifth Street, Louisville, Kentucky 40202, is a member of VISA; and

      WHEREAS, GUARANTOR is a corporation under the laws of the state of Ohio
that is affiliated with MEMBER and benefits from MEMBER's VISA membership; and

      WHEREAS, VISA has risk management policies and procedures applicable to
MEMBER's continuing membership in VISA; and

      WHEREAS, pursuant to such risk management policies and procedures, VISA
requires a guaranty of payment of MEMBER's obligations of membership in VISA as
a condition of acceptance or continuation of MEMBER's membership; and

      WHEREAS, GUARANTOR has agreed to guarantee MEMBER's financial obligations
of membership in VISA;

      NOW, THEREFORE, to induce VISA's acceptance or continuation of MEMBER's
membership, GUARANTOR and VISA mutually have agreed to the following covenants
and conditions.

                                    AGREEMENT

1.    NATURE OF GUARANTY. GUARANTOR guarantees payment of MEMBER's membership
      obligations now or hereafter existing pursuant to VISA's Certificate of
      Incorporation and Amendments, Bylaws, rules, policies, and Operating
      Rules, including without limitation those obligations for which VISA acts
      as the ultimate guarantor, should MEMBER default or fail to meet its
      obligations of membership, as well as MEMBER's obligations to pay any VISA
      member attendant to MEMBER's membership in VISA, and VISA's expenses
      incurred in payment of such obligations on MEMBER's behalf or otherwise
      because of MEMBER's failure to meet such obligations including,

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      without limitation, rewards paid or payable for recovery of cards and
      reasonable legal expenses ("Obligations"). This guaranty is an
      unconditional guaranty of immediate payment by GUARANTOR, its successors
      and assigns of every Obligation, without regard to the validity (if
      invalidity results from the lack of valid authorization for any
      Obligation) or enforceability of such Obligation. Without limiting the
      generality of the foregoing, GUARANTOR's liability shall extend to all
      Obligations that are unenforceable or not allowable due to the
      receivership, bankruptcy, reorganization or similar proceeding involving
      MEMBER.

2.    RESPONSIBILITY FOR INFORMATION. GUARANTOR agrees to furnish VISA
      information on GUARANTOR's and MEMBER's financial conditions immediately
      when requested. GUARANTOR assumes all responsibility for keeping itself
      informed of MEMBER's financial condition and Obligations.

3.    CONSENT TO VISA'S ACTS. GUARANTOR consents to all of VISA's actions
      affecting the Obligations, including any changes in VISA's Certificate of
      Incorporation and Amendments, Bylaws, rules, policies or Operating Rules
      giving rise to the Obligations, releasing or substituting other
      guarantors, or the pledging or releasing of any security for the payment
      of the Obligations, without notice to GUARANTOR or any additional consent
      and without affecting in any way GUARANTOR'S liability.

4.    SUBORDINATION OF GUARANTOR. Any existing or future indebtedness of MEMBER
      to GUARANTOR is subordinated to the Obligations. GUARANTOR agrees to take
      whatever reasonable action VISA requires to enable VISA to obtain
      immediate payment of the Obligations. GUARANTOR acknowledges and agrees
      that VISA can take all actions reasonably and lawfully available to it to
      secure immediate payment including, without limitation, debiting
      GUARANTOR's settlement account for the amount owed if GUARANTOR also is a
      member of Visa International Service Association.

5.    WAIVER. GUARANTOR waives notice of acceptance of or default under this
      Guaranty, protest, presentment, demand for payment and any right to
      require VISA to proceed against MEMBER or any other party or pursue any
      other remedy. GUARANTOR waives any defenses based on or arising out of any
      defense of MEMBER other than payment in full of the Obligations. Until all
      of MEMBER's Obligations are paid in full, GUARANTOR shall have no right of
      subrogation and waives any right to enforce any remedy which VISA may have
      against MEMBER. VISA does not waive any right or power by any act, failure
      to act or delay, unless specifically waived in an executed written
      instrument.

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6.    DEFAULT. All liability of GUARANTOR to VISA shall become due and payable
      immediately, without notice or demand on:

            a.    MEMBER'S failure to pay when due any Obligation,

            b.    MEMBER's failure to have in its settlement account adequate
                  funds to settle one or more transactions at any time when
                  settlement is due,

            c.    MEMBER's engaging in any activity pursuant to rights of VISA
                  membership in excess of any threshold established for such
                  activity from time to time by VISA for VISA's members
                  generally or MEMBER specifically, as to which threshold MEMBER
                  has been notified,

            d.    VISA's reasonable determination. Based on information then
                  available to it, that for any reason MEMBER cannot or
                  imminently will not meet any of its Obligations,

            e.    GUARANTOR's or MEMBER's dissolution, insolvency, assignment
                  for benefit of creditors, or commencement of debtor relief
                  proceedings,

            f.    Appointment of or MEMBER's or GUARANTOR's consent to the
                  appointment of a receiver, conservator or other legal
                  custodian for MEMBER or GUARANTOR, or attachment of court
                  order on MEMBER's or GUARANTOR's property,

            g.    Failure by GUARANTOR or MEMBER to pay any material tax or
                  assessment when due.

7.    GUARANTOR'S LIABILITY. GUARANTOR's liability is independent of any other
      security for or other guaranty of MEMBER's obligations, and is not
      affected by:

            a.    Any payment on any other guaranty or undertaking, or any
                  payment by MEMBER or GUARANTOR to any party other than VISA;

            b.    Any other guaranty of GUARANTOR or any other party of MEMBER's
                  Obligations;

            c.    Any payment made on the Obligations which is repaid to MEMBER
                  under court or administrative order in any insolvency,
                  receivership or debtor relief proceedings. GUARANTOR waives
                  any rights to the deferral or modification of GUARANTOR's
                  obligations because of such proceedings;

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            d.    The merger, consolidation, restructuring, reorganization or
                  dissolution of MEMBER or GUARANTOR.

8.    ENFORCEMENT. GUARANTOR agrees to pay all reasonable expenses, including
      attorney's fees and costs, incurred by VISA in enforcing this Guaranty or
      in any action or proceeding on this Guaranty that holds GUARANTOR liable
      under this guarantee.

9.    TERMINATION. This Guaranty shall be effective until the sooner of (a)
      VISA's consent to its termination, (b) MEMBER's termination as a VISA
      member and satisfaction of all obligations of such membership secured by
      this Guaranty or until the effective date of revocation contained in a
      written notice of revocation sent by GUARANTOR to VISA, which revocation
      date shall not be earlier than nine (9) months after such notice is
      received by VISA; provided, however, that any such revocation shall not
      affect any outstanding obligation or liability hereunder created or
      incurred prior to the revocation date contained in such notice or any
      unpaid portion thereof which may be renewed or extended. Without
      limitation of the foregoing, MEMBER will continue to be responsible for
      any transactions that are handled by the MEMBER prior to the effective
      date of revocation of this Guaranty, including any chargebacks, reversals,
      credits or other adjustments connected with such a transaction, regardless
      of when such adjustments occur. If Member notifies VISA that Member
      believes itself to be adequately capitalized, then VISA shall re-evaluate
      the necessity of keeping this Guaranty in force and may, in VISA's
      discretion, agree to terminate this Guaranty; provided, however, that VISA
      shall not be required to perform such re-evaluation more than once in any
      twelve month period.

10    BENEFIT. This Guaranty shall inure to the benefit of VISA, its
      subsidiaries, its corporate parent, VISA International Service
      Association, correspondents and successors and permitted assigns, apply to
      MEMBER and its successors and be binding upon GUARANTOR and its successors
      and permitted assigns. The Guaranty may not be assigned by Guarantor. The
      Guarantee may be assigned by Visa to its subsidiaries or affiliates
      without consent, and to other parties with the written consent of MEMBER,
      which consent shall not unreasonably be withheld. Any attempted assignment
      in violation of this Agreement will be void ab initio.

11.   MODIFICATIONS. The terms and provisions of this Guaranty may not be waived
      or modified except by a writing signed by both parties.

12.   GOVERNING LAW. This Guaranty shall be governed by the laws of the State of
      California, without giving effect to its conflict of laws provisions. If

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      any of its provisions are held invalid under the laws of any jurisdiction,
      the rest of the Guaranty shall be enforced without those provisions.

13.   REPRESENTATIONS AND WARRANTIES. GUARANTOR hereby represents and warrants
      as follows:

            a.    The execution, delivery and performance of this Guaranty has
                  been duly authorized by all necessary corporate action on the
                  part of GUARANTOR. Specifically, this Guaranty has been
                  approved by the Board of Directors or Loan Committee of
                  Guarantor, and is reflected in the minutes thereof. This
                  Guaranty constitutes the legal, valid and binding obligation
                  of GUARANTOR, enforceable against GUARANTOR in accordance with
                  its terms.

            b.    This Guaranty does not violate the charter or bylaws of
                  GUARANTOR, any agreement to which GUARANTOR is a party or is
                  subject, or any law, rule or regulation applicable to
                  GUARANTOR.

            c.    The GUARANTOR is not, nor by entering into this Guaranty will
                  it be rendered, insolvent.

            d.    The person signing immediately below on behalf of GUARANTOR
                  has full legal and corporate authority to execute this
                  Guaranty.

            IN WITNESS WHEREOF, GUARANTOR has executed this Guaranty this 6th
day of August, 2002.

National Processing, Inc.

("GUARANTOR")


By /s/ Thomas A. Wimsett
   -----------------------------------

Name Thomas A. Wimsett
     ---------------------------------

Title President and Chief Executive Officer
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