THIS MASTER AGREEMENT (the “Master Agreement” and together with the Annex(s) and Collateral Documents (defined below) this “Agreement”) is entered into between JPMorgan Chase Bank, National Association, with headquarters in Columbus, Ohio, and Visa U.S.A. Inc. (“Visa”), a Delaware corporation, with offices located at 123 Mission Street, San Francisco, CA 94105 (each a “Party” and collectively the “Parties”).

Agreement Effective Date: January 1, 2005


VISA U.S.A. Inc.		JPMorgan Chase Bank, National Association

By:	/s/ KEVIN SCHULTZ	By:	/s/ DIANE ESHLEMAN
Name:	Kevin Schultz	Name:	Diane Eshleman
Title:	EVP	Title:	CPO

Date:	1/1/2005	Date:	1/1/2005

The Annex(s) (each, an “Annex”) checked in the table below are attached hereto and incorporated herein as of the date of this Master Agreement, whether or not separately executed:

Services Annex

The Parties may agree to additional Annex(s) by signing documents that state that they are incorporated into this Agreement, each of which will be incorporated herein upon execution by the Parties.

BACKGROUND

Visa and its Affiliates (as defined below) are in the business of providing to other entities debit and credit card related products and services which may include card issuance, card processing, merchant acquisition and incentive funding. JPMorgan Chase Bank and its Affiliates (severally and collectively “JPMC”) may from time to time wish to obtain such products and services from Visa and its Affiliates. “Affiliate” of a Party, means any entity that Controls, is Controlled by, or is under common Control with the Party specified now as well as in the future. “Control” means the power, directly or indirectly, to direct or cause the direction of the management and policies of an entity through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, the Parties agree that Paymentech and Chase Merchant Services, and their successors in interest, are Affiliates of JPMorgan Chase.

JPMC and Visa have a special relationship, in that JPMC is a “Member” (i.e., owner) of Visa, and has agreed upon obtaining such membership to comply with certain obligations and has obtained certain rights under the By-laws and Operating Regulations (“Rules”) of Visa. JPMC and Visa are entering into this Master Agreement, together with Annexes and Collateral Documents for the purposes of agreeing to certain rights and obligations that are consistent with but supplemental to the Rules, or in some cases not covered by existing Rules.

This Agreement sets forth the master terms and conditions that will govern Visa's and Visa's Affiliates' relationship with JPMC for the products and services set forth in any applicable Annex(s) (“Products”). Each Party will name one of its employees as the primary liaison with the other party for each such Product (each a “Relationship Manager”).

NOW, THEREFORE, for and in consideration of the agreements set forth below, JPMC and Visa agree as follows:

1. Construction.

1.1. Annex(s). Each Annex(s) shall be deemed to incorporate by reference the terms and conditions of this Master Agreement and all exhibits, schedules and appendices attached hereto and incorporated herein (“Collateral Documents”) and shall constitute a separate and binding contract between the JPMC entity and the Visa entity that sign the Annex(s).

1.2. References. In this Agreement, the phrase “as part of the Services” means that the services described are included as a part of the Services (defined herein) for the fees specified and no additional charge shall be payable by JPMC in connection therewith; however, any failure to include a specific reference to, or mention of the phrase “as part of the Services” in connection with any services shall not imply or be construed to mean that the services described are not included as a part of the Services for the fees specified or that an additional charge may be payable by JPMC in connection therewith.

1.3. Headings. The Section and subsection headings of the Agreement are for reference and convenience only and shall not be considered in the interpretation of the Agreement.

2. Confidentiality.

2.1. Confidential Information. “Confidential Information” means with respect to:

(a) JPMC: all information disclosed by or through JPMC or its Affiliates to Visa, its Affiliates, any employee or independent contractor of Visa performing under the Agreement (“Subcontractor”) and any employee or independent contractor of any Subcontractor performing under the Agreement (collectively “Visa Personnel”) by reason of the relationship established by the Agreement as well as all information that is learned by Visa, its Affiliates, Visa Personnel or Subcontractor by reason of such relationship without JPMC's intentional disclosure of such information;

(b) Visa: all information disclosed by or through Visa to JPMC by reason of the relationship established by the Agreement as well as information that is learned by JPMC by reason of such relationship without Visa's intentional disclosure of such information; and

2.2. General Confidentiality Obligations

(a) JPMC and Visa consider it mutually beneficial that, in connection with the transactions contemplated by this Agreement, (i) JPMC disclose its Confidential Information to Visa, and (ii) Visa disclose its Confidential Information to JPMC. Each of JPMC and Visa agree to treat the Confidential Information of the other Party as confidential and proprietary to such other Party in accordance with the terms and conditions of the Agreement. For purposes of the Agreement, the Party providing Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Disclosing Party,” and the Party receiving the Confidential Information and such Party’s Affiliates, as applicable, shall be referred to as the “Receiving Party.”

(b) Except as otherwise expressly permitted under the Agreement or set forth in any license granted by Visa to JPMC, the Receiving Party shall not (i) disclose, duplicate, copy, transmit or otherwise disseminate in any manner whatsoever any Confidential Information of the Disclosing Party; (ii) use the Confidential Information of the Disclosing Party (A) for the Receiving Party’s own benefit or the benefit of any third party, (B) to the Disclosing Party’s detriment or (C) for any purpose other than performance of the Disclosing Party’s obligations hereunder; (iii) commercially exploit any Confidential Information of the Disclosing Party or (iv) acquire any right in, or assert any lien against, the Confidential Information of the Disclosing Party.

(c) The Receiving Party may disclose relevant aspects of the Disclosing Party’s Confidential Information to the Receiving Party’s and its Affiliates’ officers, consultants, subcontractors, employees, attorneys and accountants to the extent that such disclosure is necessary for the performance of the Receiving Party’s obligations under the Agreement; provided that:

(i) the Receiving Party shall take all reasonable measures to ensure that the Confidential Information of the Disclosing Party is not disclosed or duplicated in contravention of the provisions of the Agreement by such officers, consultants, subcontractors, employees, attorneys and accountants;

(ii) the Receiving Party shall assume full responsibility for the acts or omissions of the parties receiving the Confidential Information from or through the Receiving Party; and

(iii) before disclosing any Confidential Information of the Disclosing Party, all such persons receiving Confidential Information shall (A) if not employees of the Receiving Party or otherwise legally bound by reason of their professional relationship with the Receiving Party, be subject to a written confidentiality agreement with the Receiving Party consistent with the terms of the Agreement, (B) have a need to know such Confidential Information for performance related to the Agreement and (C) have been informed of the confidential nature of the Confidential Information.

(d) The obligation to treat information as Confidential Information as provided by this Section 2.2 (General Confidentiality Obligations) shall not apply to information that (i) is publicly available through no action of the Receiving Party in violation of the Agreement, (ii) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party, (iii) the Receiving Party can demonstrate to have been developed by the Receiving Party independently and without reference to any Confidential Information that the Disclosing Party has disclosed to the Receiving Party or (iv) was obtained by the

Receiving Party from third parties not known to the Receiving Party to be bound by an obligation of confidentiality to the Disclosing Party.

(e) Upon termination of this Agreement or any applicable Annex(s), pursuant to which the Confidential Information was disclosed, or upon the Disclosing Party’s earlier request, the Receiving Party and its subcontractors shall promptly give over to the Disclosing Party, all of the Disclosing Party’s Confidential Information then in the Receiving Party’s or its subcontractors’ possession. The Receiving Party and its subcontractors shall retain no part or copy of any of the Disclosing Party’s Confidential Information and, if requested in writing, shall certify their respective compliance with the foregoing provision.

(f) The Receiving Party acknowledges that its obligations under the Agreement with regard to (i) trade secrets of the Disclosing Party shall remain in effect for as long as such information shall remain a trade secret under applicable law, and (ii) all other Confidential Information of the Disclosing Party shall remain in effect for a period of ** (**) years after the expiration or earlier termination of the applicable Annex(s) to which such other Confidential Information pertains.

(g) The Receiving Party acknowledges the competitive value and confidential nature of the Disclosing Party’s Confidential Information and that disclosure thereof to any third party could be harmful to the Disclosing Party, competitively and otherwise. If the Receiving Party, or any party to whom the Receiving Party transmits the Confidential Information pursuant to the Agreement, becomes legally compelled to disclose any of the Confidential Information, then the Receiving Party, to the extent permitted by law, shall provide the Disclosing Party with prompt written notice so that the Disclosing Party may seek a protective order or other appropriate remedy and shall cooperate with the Disclosing Party in seeking reasonable protective arrangements. If such protective order or other remedy is not obtained, then the Receiving Party shall furnish only that portion of the Confidential Information that, in the written opinion of its counsel, is legally required, and the Receiving Party shall exercise its reasonable best efforts to obtain reasonable assurance that confidential treatment shall be accorded to the Confidential Information. JPMC may disclose Visa's Confidential Information to any bank regulatory authority having jurisdiction over JPMC and requiring such Confidential Information without providing prior Notice to Visa.

(h) The Receiving Party acknowledges and agrees that, given the nature of the Confidential Information and the damage that may result to the Disclosing Party if information contained therein is disclosed to any third party in breach of the obligations set forth in the Agreement, money damages might not be a sufficient remedy for any breach of the Agreement by the Receiving Party, and that, in addition to all other remedies, the Disclosing Party shall be entitled to seek specific performance and injunctive or other equitable relief as deemed proper or necessary by a court of competent jurisdiction as a remedy for any such breach.

2.3. Unauthorized Acts. In the event of any unauthorized possession, use, knowledge, disclosure or attempt thereof with respect to any Confidential Information, or loss of, or inability to account for such Confidential Information, the Receiving Party shall to the extent permitted by law: (a) promptly notify the Disclosing Party; (b) promptly furnish to the Disclosing Party full details thereof, and use reasonable efforts to assist the Disclosing Party in investigating such event; (c) reasonably cooperate with the Disclosing Party in any litigation and investigation against third parties deemed necessary by the Disclosing Party to protect its proprietary rights in the Confidential Information; and (d) promptly use all reasonable efforts to prevent a recurrence of the unauthorized act or attempt. JPMC and Visa, shall each

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

bear their own respective costs incurred as a result of compliance with this Section 2.3 (Unauthorized Acts).

3. Covenants.

3.1. Covenants. Visa covenants that: (a) Visa is a corporation, validly existing and in good standing under the laws of the State of Delaware; (b) Visa has all requisite corporate power and authority to execute, deliver and perform its obligations under the Agreement; (c) Visa is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it except where the failure to be so licensed, authorized or qualified would not have a material adverse effect on Visa's ability to fulfill its obligations under the Agreement; (d) Visa’s and Subcontractors’ performance of the Agreement shall not constitute (i) a violation of any judgment, order, or decree; (ii) a default under any material contract by which it or they are bound; (iii) an event that would, with notice and/or lapse of time, constitute such a default; or (iv) a violation of the Rules; (e) Visa shall not perform, or permit any Subcontractor to perform, its responsibilities under the Agreement with actual knowledge on the part of Visa that the manner in which such responsibilities are performed would cause JPMC to be in violation of any applicable foreign (including European Union and similar associations) and United States Federal, state and local laws, rules, agency actions and regulations, legislative enactments, policies, and all changes, supplements or replacements thereto and interpretations thereof that relate to the Services, and which govern the business of JPMC (“Applicable Law”); (f) Visa has not disclosed and will not disclose any JPMC Confidential Information in violation of this Agreement; (g) **.

3.2. Disclaimer. EXCEPT AS SPECIFIED IN THE AGREEMENT, NEITHER JPMC NOR VISA MAKES ANY WARRANTIES WITH RESPECT TO THE SERVICES AND EACH EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE.

4. Indemnities. Visa agrees that **, then this Agreement **.

4.1. Indemnity by JPMC. As provided in the Rules (Section 2.05 of By-laws of Visa USA, Section 1.15 of Volume 1 of Visa USA Operating Regulations, or successor provisions) and Section 4.2.

4.2. Indemnity by Visa. Subject to the limitations contained in Section 5 (Limitations on Liability), Visa shall indemnify, hold harmless, and defend JPMC, and its directors, officers, employees, agents, and assigns, as applicable, in accordance with the procedures described in Section 4.3 hereof, as

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

applicable (Indemnification Procedures), against all losses, liabilities, damages and claims, and all related costs and expenses (including reasonable fees, expenses and disbursements of attorneys, accountants and other experts and professionals, and costs, fees and expenses of investigation, litigation or other proceedings of any claim, default or assessment, settlement, judgment, interest, court costs and penalties) paid or payable to a third party (each a “Loss” and collectively “Losses”), limited as described herein, for the following events arising out of or in connection with this Agreement, the Services Annex or any Schedule thereto: (a) The death or bodily injury of any agent, employee, customer, contractor, business invitee or business visitor of JPMC, to the extent caused or contributed to by Visa’s, its Affiliates’, any Visa Personnel’s or any Subcontractor’s gross negligence or willful misconduct, but limited to JPMC’s Losses in connection therewith that are covered by Visa’s insurance; and (b) The damage, loss or destruction of any real or personal property owned or leased by JPMC to the extent caused or contributed to by Visa’s, its Affiliates’, any Visa Personnel’s or any Subcontractor’s gross negligence or willful misconduct, but limited to JPMC’s Losses in connection therewith that are covered by Visa’s insurance.

4.3.	Indemnification Procedures.

(a) If a notice of commencement or threatened commencement of a claim or cause of action is received by a Party entitled to indemnification under this Agreement (“Indemnified Party”), the Indemnified Party shall use reasonable efforts to give Notice thereof (“Indemnification Notice”) to the Party that is obligated to provide indemnification (“Indemnifying Party”) promptly, but no later than thirty (30) business days after the Indemnified Party’s receipt of the notice of commencement or threatened commencement of the claim or cause of action, but in any event no less than fifteen (15) business days before the date on which a response or summons in connection therewith is due. The Indemnified Party’s failure to provide the Indemnification Notice within the time frame as provided herein shall not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party was materially prejudiced as a result of such failure.

(b) Within fifteen (15) calendar days after the Indemnifying Party’s receipt of an Indemnification Notice, but in no event later than ten (10) calendar days before the date on which a response to a complaint or summons in connection therewith is due (as such date may be extended by agreement between the Indemnified Party or Indemnifying Party and counsel for the plaintiff), the Indemnifying Party shall notify the Indemnified Party, in writing, if the Indemnifying Party acknowledges its indemnification obligations and elects to assume control of the defense and settlement of such claim or cause of action (“Election Notice”). If the Indemnifying Party delivers an Election Notice within the required time period, then the Indemnifying Party shall immediately take control of the defense and investigation of such claim or cause of action and select and engage counsel reasonably satisfactory to the Indemnified Party to handle and defend the claim or the cause of action, at the Indemnifying Party’s sole cost and expense. If the Indemnifying Party fails to deliver an Election Notice within the required time period, or delivers an Election Notice within the required time period but does not promptly take control of the defense and investigation of such claim or cause of action and select and engage counsel reasonably satisfactory to the Indemnified Party to handle and defend the claim or cause of action within thirty (30) calendar days but no less than ten (10) calendar days before the date on which a response to a complaint or summons in connection therewith is due, then the Indemnified Party shall have the right to defend the Loss in such manner as it may deem appropriate, and if the Loss is one for which the Indemnifying Party is liable under this Agreement, at the sole cost and expense of the Indemnifying Party (including payment of any judgment or award and the costs of settlement or compromise of the claim or cause of action), and the Indemnifying Party shall promptly reimburse the Indemnified Party for all such costs and expenses,

including payment of any judgment or award and the costs of settlement or compromise of the claim or the cause of action, all up to any limit on that liability under this Agreement.

(c) The Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and its counsel in the investigation, trial and defense of such claim or cause of action and any appeal arising therefrom; provided, however, that the Indemnified Party may, at its own cost and expense, participate, through the Indemnified Party’s own counsel or otherwise, in the investigation, trial and defense of such claim or cause of action; and any appeal arising therefrom.

(d) The Indemnifying Party shall not settle any claim or cause of action for which indemnity may be sought hereunder, without the Indemnified Party’s prior written consent. The Indemnified Party agrees to not unreasonably withhold, delay or condition its consent to any such proposed settlement; provided that (i) such proposed settlement does not involve a remedy other than the payment of money by the Indemnifying Party; (ii) all plaintiffs or claimants agree to release unconditionally the Indemnified Party from any responsibility or liability with respect to the subject matter thereof and any related facts or circumstances; and (iii) the proposed settlement does not result in any harm to the Indemnified Party’s reputation.

5. Limitations on Liability; Patent License.

5.1. Visa agrees that **, then this Agreement **.

5.2. Patent License. Visa grants to JPMC a perpetual (for so long as JPMC is a Member of Visa), non-exclusive, U.S.-only license in, to and under Visa's patents for use in connection only with any Visa-branded or operated payment systems, products or services, and under the same terms and conditions as applicable to any Member of Visa.

6.	Term; Termination.

6.1. Term. This Master Agreement is effective from the Agreement Effective Date until terminated in accordance with this Agreement (“Agreement Term”). Upon expiration or termination of the Agreement Term, the Parties shall not execute any new Annex(s); however, this Master Agreement shall remain in full force and effect for each then outstanding Annex(s) until the termination or expiration of such Annex(s).

6.2. Termination **. JPMC may terminate this Master Agreement, one or more Annex(s) or Collateral Document(s) **, (unless otherwise provided in such Annex or Collateral Document), **.

6.3.	Termination for Cause.

(a) JPMC may terminate this Master Agreement (and any Annex(s) or Collateral Document(s) affected), if Visa materially breaches this Agreement and does not cure such failure within thirty (30) days after being given Notice specifying the nature of the failure (unless in an Annex or

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

Collateral Document there is a different standard for termination, in which case those provisions must be complied with). Without limiting this Subsection 6.3(a), repeated breaches by Visa of its duties or obligations under the Master Agreement, Annex(s) or Collateral Document(s), which have a cumulative impact that is reasonably determined by JPMC to have an important adverse impact shall be deemed a material breach of the Agreement.

(b) Visa may terminate an Annex(s) or Collateral Document(s) by giving Notice to JPMC if ** under such Annex(s) for a period of ** or more and fails to make such payment within thirty (30) days after being given Notice of such failure.

6.4. Termination for Insolvency; Change of Control. If either Party (a) files for bankruptcy; (b) becomes or is declared insolvent, or is the subject of any proceedings related to its liquidation, insolvency or the appointment of a receiver or similar officer for it; (c) makes an assignment for the benefit of all or substantially all of its creditors; or (d) enters into an agreement for the composition, extension, or readjustment of substantially all of its obligations, then the other Party may, by giving Notice of termination to such Party, terminate the Agreement as of the date specified in such Notice of termination. In addition, JPMC may, by giving Notice of termination to Visa, terminate the Agreement as of the date specified in such notice of termination either in the event of (i) **, (ii) **, or (iii) **; or (iv) **.

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

6.5. Discontinuance of Performance. Upon receipt of any termination Notice, Visa shall discontinue performance under any Annexes or Collateral Document(s) thereunder that have been terminated on the date and to the extent specified in the Notice. Visa shall be paid for ** during performance hereunder, up to the termination date specified in said Notice, any ** not previously ** by JPMC to the extent **.

6.6. Other Terminations. In addition to the termination rights contained in this Section 6 (Term; Termination), there are additional termination rights provided in this Agreement, and any Annex(s) may be terminated as provided in such Annex(s). In the event that an Annex is terminated, any associated Collateral Documents that have not been terminated shall survive and shall continue to be performed in accordance with their terms as if the Annex was still in effect. However, no new Collateral Documents shall be permitted under the terminated Annex. In the event that this Master Agreement is terminated, any Annexes or Collateral Documents that have not been terminated shall survive and shall continue to be performed in accordance with their terms as if the Master Agreement was still in effect. However, no new Annexes or Collateral Documents shall be permitted under the terminated Master Agreement.

7. Compliance with Applicable Laws.

7.1. General. Visa shall perform its obligations in a manner that complies with all laws, applicable to operating its business and performing Services hereunder. ** Visa shall be responsible for any fines and penalties incurred by it, or those portions of any fines and penalties incurred by it arising from any noncompliance with the applicable laws by Visa or any Subcontractor. Visa shall use commercially reasonable efforts to perform under the Agreement regardless of changes in applicable laws, including developing, at Visa’s expense if commercially feasible, a suitable workaround, provided that if the workaround involves modifications to JPMC Intellectual Property, such modifications shall be at JPMC’s expense.

7.2. **

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

7.3. Regulatory Actions. If permitted by applicable laws, Visa shall notify JPMC and any Relationship Manager of any material claim or demand which is communicated to Visa from any foreign, Federal, state and local agencies or entities that enforce applicable laws and/or audit JPMC’s compliance therewith (“Regulator”), regarding Visa's activities (provided such claim or demand is related to the Agreement) or any action pertaining to the foregoing which is commenced against Visa by any person or Regulator and shall keep JPMC apprised of the status and/or disposition of all such claims, demands and litigation.

8. Miscellaneous Provisions

8.1. All notices, consents, requests, demands and other communications hereunder (“Notice”) shall be in writing and shall be deemed to have been duly given or delivered if (a) delivered personally, (b) the sooner of five (5) days or when received after mailed postage prepaid by certified mail, return receipt requested, with proper postage prepaid, (c) delivered by facsimile if a confirmation copy is immediately mailed by the sender postage prepaid by certified mail, return receipt requested as provided in (b) above or (d) delivered by recognized courier contracting for same day or next day delivery:

To JPMC:

JPMorgan Chase Bank

Strategic Sourcing Group

Contracts Group

277 Park Avenue, 37th Floor

Attn.: Workflow Manager

New York, NY 10022

Fax: **

with copies to:

JPMorgan Chase Bank

Legal Department/Technology

1 Chase Manhattan Plaza, 25^th Floor

New York, NY 10081

Fax: **

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

To Visa:

Visa U.S.A. Inc.

Mr. Kevin Schultz

Chief Relationship Officer

123 Mission Street, 21st Floor

San Francisco, CA 94105-1551

Phone: **

Fax: **

With copies to:

Visa U.S.A. Inc.

General Counsel

123 Mission Street, 21st Floor

San Francisco, CA 94105-1551

Phone: **

Fax: **

or at such other address as the Parties hereto shall have last designated by Notice to the other Party. Any item delivered personally or by recognized courier contracting for same day or next day delivery shall be deemed delivered on the date of delivery.

8.2. Assignment, Binding Effect. The Agreement will be binding on the Parties and their respective successors and permitted assigns. Neither Party may, or shall have the power to, assign its rights and obligations under the Agreement without the prior written consent of the other, except that:

(a) Unless otherwise provided in a Schedule, JPMC may assign its rights and obligations under the Agreement without the approval of Visa to: (i) an entity which acquires all or substantially all of the assets of JPMC provided that that entity is or becomes a Member of Visa, or is eligible under the Rules to assume the rights and obligations of JPMC under the Agreement without becoming a Member and has assumed all of the business of JPMC covered under this Agreement prior to such assignment, and further provided, however, that in no event shall such assignment relieve the assigning Party of its obligations under the Agreement; or (ii) to any subsidiary or Affiliate, or successor in a merger or acquisition involving JPMC, provided that that entity is or becomes a Member of Visa, or is eligible under the Rules to assume the rights and obligations of JPMC under the Agreement without becoming a Member and has assumed all of the business of JPMC covered under this Agreement prior to such assignment, and further provided, however, that in no event shall such assignment relieve the assigning Party of its obligations under the Agreement.

(b) Each Party may assign to an Affiliate of such Party, without the prior approval of the other Party; provided that in the case of an assignment to the Affiliate of JPMC, that entity is or becomes a Member of Visa, or is eligible under the Rules to assume the rights and obligations of JPMC under the Agreement without becoming a Member, and has assumed all of the business of JPMC covered under this Agreement prior to such assignment, and further provided, however, that in no event shall such assignment relieve the assigning Party of its obligations under the Agreement.

8.3. Waiver. A waiver by either of the Parties hereto of any breach by the other Party of any of the terms, provisions or conditions of the Agreement or the acquiescence of either Party hereto in any act

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

(whether commission or omission) which but for such acquiescence would be a breach as aforesaid, shall not constitute a general waiver of such term, provision or condition of any subsequent act contrary thereto.

8.4. Entire Agreement; Amendments. Except as expressly provided in the Agreement, the Agreement represents the entire agreement between the Parties with respect to its subject matter, and there are no other representations, understandings or agreements between the Parties relative to such subject matter. No amendment to, or change, waiver or discharge of, any provision of the Agreement shall be valid unless in writing and signed by an authorized representative of both Parties. Notwithstanding the foregoing, JPMC agrees that the Rules contain terms and conditions governing usage of multiple products and services provided by Visa that are not specifically addressed in the Agreement, and that nothing in this Agreement shall be deemed to supersede or modify the Rules.

8.5. Publicity. Visa shall not furnish the name, trademark or proprietary indicia of JPMorgan Chase & Co., or any Affiliate thereof (including JPMC) as a reference, or utilize the name, trademark or proprietary indicia of JPMorgan Chase & Co. or any subsidiary or Affiliate thereof (including JPMC) in any advertising, announcements, press releases or other promotional materials including testimonials, quotations, case studies, and other endorsements. No exceptions are granted without the prior written consent of Brand Administration Group, Marketing and Communications, of JPMorgan Chase & Co., such consent to be granted or withheld in the sole and absolute discretion of JPMorgan Chase & Co.

8.6. Severability. If a court of competent jurisdiction hereof declares any provision invalid, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of the Agreement will continue in full force and effect, unless the result of invalidity of that particular provision materially alters the obligations of a Party. If the provision of this Agreement that is invalid or unenforceable is an essential part of this Agreement, than the Parties shall promptly negotiate to replace the invalid or unenforceable provisions with provisions consistent with the original intent of the Parties.

8.7. Counterparts. The Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute the same instrument.

8.8. Force Majeure. To the extent that either Party's performance of any of its obligations pursuant to the Agreement is prevented, hindered or delayed, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, third party strikes, third party lockouts or third party labor difficulties or any other cause beyond the reasonable control or anticipation of a Party, except for Subcontractor defaults which do not result from such events (a “Force Majeure Event”), and such non-performance could not have been prevented by reasonable precautions, then the non-performing Party shall be excused from any further performance of those obligations. The non-performing Party shall only be excused for so long as such Force Majeure Event continues and such Party continues to use its best efforts (or cause its subcontractor to use best efforts) to recommence performance whenever and to whatever extent possible without delay, including through the use of alternate sources, work around plans or other means. The Party whose performance is prevented, hindered or delayed by a Force Majeure Event shall immediately notify the other Party by telephone of the occurrence of the Force Majeure Event and describe the Force Majeure Event in reasonable detail (to be confirmed in writing within two days of the inception of such delay). If any Force Majeure Event prevents or restricts Visa's performance under this Agreement and Visa does not within three (3) consecutive days recommence performance, JPMC may, upon Notice to Visa, terminate

the Agreement. The occurrence of a Force Majeure Event does not limit or otherwise affect Visa's obligation to provide either normal recovery procedures or any other disaster recovery services required pursuant to any change control procedures it has implemented. In responding to a Force Majeure event, Visa shall give first priority to restoring core operations utilized by Members to operate or support their Visa programs. Once this has been accomplished and Visa needs to allocate limited resources between or among Visa's customers to restore non-core services, **. Notwithstanding the foregoing, Visa will not be excused from performance under this provision to the extent that compliance with Visa’s plan would reasonably be expected to avoid any such nonperformance. Visa shall not have the right to any additional payments from JPMC for any Products during the period when such Products were discontinued or delayed as a result of an Force Majeure Event, other than payments accrued prior to such Force Majeure Event and payments otherwise due for Products actually provided pursuant to the terms herein.

8.9. Dispute Resolution.

(a) All disputes arising under or relating to the Agreement shall be referred to a Visa Senior Manager and a representative of JPMC designated by JPMC prior to the escalation of such dispute. If the dispute is not resolved within three (3) days after such referral, the Parties shall immediately escalate the dispute pursuant to Paragraph (b) below.

(b) Immediately upon receipt of the Notice of the dispute, the Relationship Manager shall work to resolve the dispute. If the dispute is not resolved within five (5) days after such referral, the Parties shall immediately escalate the dispute to the President of Visa and a senior executive of JPMC. If the dispute is not resolved within three (3) days after such referral, the Parties shall immediately submit the dispute for negotiation pursuant to Subsection 8.9(c) below.

(c) Immediately upon receipt of the Notice of the dispute, the Parties’ designated representatives shall meet (including by teleconference) for the purpose of resolving the dispute by negotiation in good faith. Upon the conclusion of the negotiation, the Parties’ designated representatives will produce a joint written recommendation, including actions to be taken with respect to any issues not agreed upon or remaining unresolved. The Parties agree to be bound by any such joint written recommendation.

(d) Visa acknowledges that the performance of its obligations pursuant to the Agreement is critical to the business and operations of JPMC. Accordingly, in the event of a dispute between JPMC and Visa, Visa shall continue to perform its obligations under the Agreement in good faith during the resolution of such dispute unless and until the Agreement is terminated in accordance with the provisions hereof.

(e) Notwithstanding anything to the contrary in this Subsection 8.9(e), the language in it will not be construed to prevent either Party from (i) terminating the Agreement pursuant to Section 6 (Term; Termination) of this Master Agreement; or (ii) instituting litigation to (A) avoid, based on a well-founded belief, the expiration of any limitations period applicable to a particular claim, (B) preserve a superior position with respect to creditors, (C) seek a temporary restraining order or other immediate injunctive relief or (D) if the Party who wishes to institute the litigation has in good faith attempted the negotiation described in Subsection 8.9(b) above and objectively believes in good faith that it has and will continue to fail to resolve the Parties dispute or disputes.

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

8.10. Governing Law; Venue. The Agreement and any action arising hereunder shall be construed in accordance with and be governed by the laws of the State of New York, without regard to the United Nations Convention on the International Sale of Goods. Each Party irrevocably agrees that any legal action, suit or proceeding brought by it in any way arising out of the Agreement must be brought solely and exclusively in the United States District Court for the Southern District of New York, or in the state courts of the State of New York, as appropriate and the Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such proceeding brought in such courts and any claim that any such proceeding brought in such courts has been brought in an inconvenient forum. If the UCITA is enacted as part of the law of New York, it shall not govern any aspect of the Agreement, any license granted hereunder, nor any of the Parties’ rights and obligations arising pursuant to the Agreement. The Agreement and the Parties’ rights and obligations hereunder shall be governed by the law as it existed prior to the enactment of the UCITA. Each Party hereby irrevocably waives all rights to trial by jury in any legal proceeding arising out of or relating to the Agreement.

8.11. Third Party Beneficiaries. Except as specified in the Agreement, the Parties do not intend to create any obligations of or any rights, causes of action or benefits in favor of any person or entity other than JPMC (as defined in the form of Annex(s) attached hereto) or Visa.

8.12. Interpretation of Documents. In the event of a conflict between (a) the terms of the Master Agreement, and the terms of any Collateral Document, then the terms of the Collateral Documents(s) shall prevail, (b) the terms of the Master Agreement and the terms of the applicable Annex(s), then the terms of such applicable Annex(s) shall prevail, (c) the terms of the applicable Annex(s) and the terms of the Collateral Document(s), then the terms of the Collateral Document(s) shall prevail. JPMC expressly acknowledges and agrees that in the event of any inconsistency between the Rules and this Agreement, Annex(s) or Collateral Document(s), the Rules shall govern. Visa will use reasonable best efforts to ensure that there is nothing in this Agreement, Annexes or Collateral Documents that is inconsistent with the Rules.

8.13. No Interference. Nothing contained in the Agreement shall be deemed to preclude JPMC from (a) entering into arrangements that are the same as or are similar to the arrangement described in the Agreement with any other entities (including to, entities that provide products that are the same as or are similar to the Products), (b) including in any products or services it offers any products or services that are the same as or are similar to the Products, or (c) providing in any other manner any such products or services.

8.14. Covenant of Further Assurances. JPMC and Visa covenant and agree that, subsequent to the execution and delivery of the Agreement and, without any additional consideration, each of JPMC and Visa shall execute and deliver any further legal instruments and perform any acts, which are or may become necessary to effectuate the purposes of the Agreement.

8.15. Negotiated Terms. The Parties agree that the terms and conditions of the Agreement are the result of negotiations between the Parties and that the Agreement shall not be construed in favor of or against any Party by reason of the extent to which any Party or its professional advisors participated in the preparation of the Agreement.

8.16. **. Visa covenants that **.

8.17. Relationship Between Parties. Nothing in this Agreement is intended to or shall be construed to constitute or establish an agency, joint venture, partnership or fiduciary relationship between the Parties, and neither Party shall have the right or authority to act for or on behalf of the other Party.

8.18. Notice of Change of Status. Visa will notify JPMC promptly of any actual or threatened occurrence of any event described in Section 6.4 (Termination for Insolvency; Change of Control) or any other event that materially affects, or that could reasonably be expected to materially affect, Visa’s ability to perform fully its obligations to any Recipient.

8.19. ** Agreements. If, in connection with any merger, acquisition or otherwise, JPMC or any of its Affiliates **.

8.20. No Inducements. Neither Party has provided nor will provide to any employee or contractor of the other Party, any gift, gratuity, service or other inducement or favor to influence or reward that employee or contractor in connection with any Schedule. By way of example and for the avoidance of doubt, other than those of di minimis value, meals, tickets and gifts are considered inappropriate under this Section 8.20.

8.21. Continuous Improvement. As part of the Services, Visa shall use, and shall cause its Subcontractors to use, commercially reasonable efforts to identify ways to improve the Services, including applying proven techniques and tools within its and its Members operations that would benefit JPMC, either operationally or financially. Visa shall apprise JPMC of Visa’s technology planning activities as they relate to the Services with respect to each Annex and/ or Collateral Document **. Visa shall consult with JPMC on mutually beneficial technology developments **.

8.22. Insurance. Visa shall maintain throughout the Term of this Agreement, at its sole expense, the types of insurance coverage, with minimum limits as detailed in Exhibit C.

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

MASTER AGREEMENT EXHIBIT A

JPMorgan Chase **

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

MASTER AGREEMENT EXHIBIT B

Privacy Terms and Conditions

1. Construction.

Capitalized terms used but not defined in this Exhibit B, Privacy Terms and Conditions, (the “Privacy Terms”), will have the meanings given to them in the Master Agreement. References in this Exhibit to Sections will refer to the Sections of these Privacy Terms unless otherwise noted.

2. Compliance with non-U.S. law.

Visa covenants that to the best of its knowledge, in good faith, that it and any of its Subcontractors, including without limitation Inovant L.L.C. and Visa International Service Association, are in compliance with all data protection laws applicable to the operation of its VisaNet network. Visa agrees to conduct any necessary due diligence to confirm, diligently and using reasonable efforts that this covenant is in fact accurate, following the execution of Schedule One. If any non-compliance is identified, it will be promptly corrected.

3. Personal Information.

3.1. “Personal Information” means (a) all information that alone or in combination with other information (i) uniquely identifies a current, former or prospective director, outside director, officer, employee, contractor, retiree or customer of JPMC, or their respective spouses or families (e.g., names, addresses, telephone numbers, proprietary information concerning accounts, financial standing, investment holdings and other financial data compiled by JPMC and/or provided by such parties, specific financial needs and requirements with respect to investment, financial position and standing, leads, referrals and references to such parties, holding book or customer book pages, assets and obligations carried in accounts of customers, etc.); (ii) is considered “sensitive personal data,” such as political opinions, ethnicity, religious beliefs or information related to the physical or mental health of a current, former or prospective director, outside director, officer, employee, retiree or customer of JPMC, or their respective spouses or families; or as otherwise defined under Applicable Laws; (b) copies of such information as described in Subsections (a)(i) and (ii) of this definition or materials derived from such information; and (c) information in respect of which a duty of confidence or secrecy is owed to customers or other contacts of JPMC.

3.2. Personal Information. In the event of a conflict or inconsistency between a provision of the Master Agreement applicable to Confidential Information, on the one hand, and a provision of the Privacy Terms applicable to Personal Information, on the other hand, the latter will control to the extent of the conflict or inconsistency. Notwithstanding anything in the Agreement to the contrary:

(a) Visa will keep confidential and will not use or disclose to any party (including, but not limited to, Affiliates of Visa (except in the normal course of authorizing, clearing and settling Visa-branded payment transactions or to Inovant, L.L.C.)), any Personal Information, except as authorized in writing by JPMC or as appropriate in connection with performing the Services in accordance with the terms and conditions set forth in the Agreement. **

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

(b) Visa will control access to Personal Information and, except as required by law or as otherwise expressly permitted by these Privacy Terms, permit access to Personal Information only to individuals who: (i) need access in connection with performing the Services under the Agreement; (ii) have been informed of the confidential nature of the Personal Information; and (iii) if not Visa employees or otherwise legally bound by reason of their professional relationship with Visa, have executed a written confidentiality agreement consistent with the terms of the Agreement.

(d) Visa has: (i) established and will maintain appropriate policies and procedures to comply with its obligations concerning Personal Information under the Agreement including appropriate physical, electronic and procedural safeguards to store, dispose of (if applicable) and secure Personal Information to protect it from unauthorized access, use, disclosure, alteration, loss and destruction, (ii) provided, and will provide, training on such policies and procedures for employees with access to Personal Information, and (iii) established and will enforce appropriate disciplinary measures for individuals who fail to comply with such policies and procedures. In addition, Visa will comply with the security safeguards and standards required in Section 6 (Security and IT Control and Related Policies related to Personal Information). To the extent there is a breach in security, Visa shall promptly trace and/or recreate the steps leading to the breach.

(e) Visa will employ an independent third party to conduct an external ethical hack, at least annually, as part of Visa’s normal information security due diligence review and compliance. If material vulnerabilities are identified, then Visa shall promptly (a) document Visa’s remediation proposal, and (b) review such proposals to correct vulnerabilities with the Audit Committee of the Visa U.S.A. Board of Directors.

(f) To the extent permitted by law, Visa will promptly provide Notice to JPMC in writing if it becomes aware of (i) any breach of its information security protections involving Personal Information, (ii) any loss of Personal Information, **. Such Notice will include steps taken or planned to be taken by Visa to remedy the situation.

(g) Notwithstanding anything contained in the Agreement, JPMC has the right to terminate the applicable Annex(s) or Collateral Document(s) (in whole or in part), immediately without penalty (unless otherwise provided in the Annex or Collateral Document) for a material breach by Visa of its obligations concerning Personal Information set forth in these Privacy Terms. Notwithstanding the foregoing, Visa shall not be deemed in material breach of any obligation set forth in these Privacy Terms if it is following the procedures specified by JPMC and agreed to by Visa in these Privacy Terms. Visa will provide Notice of any disagreement (including reasonable details) with Privacy Terms to Brian Dipietro, 301 North Walnut Street, Wilmington, DE 19801. Visa acknowledges that

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

the unauthorized disclosure of Personal Information is likely to cause irreparable injury to JPMC and that, in the event of a violation or threatened violation of any of these obligations, JPMC shall have no adequate remedy at law and shall therefore be entitled to seek to enforce each such obligation by temporary or permanent injunctive or mandatory relief obtained in any court of competent jurisdiction without the necessity of proving damages or the adequacy of money damages, posting any bond or other security or giving any undertaking, and without prejudice to any other rights and remedies which may be available, at law or in equity.

(h) Visa will not use Personal Information to contact any person, without JPMC’s consent, except if required by any Applicable Law, provided that any such contact does not involve marketing or solicitation of products or services.

3.3. Visa acknowledges that its obligations with regard to JPMC Personal Information shall remain in effect forever, without expiration.

4. Personal Information Audit.

Upon Notice from JPMC, Visa shall provide JPMC’s auditors (internal and external to JPMC) and inspectors or any Regulator with Visa’s annual Gramm-Leach-Bliley audit report. Material exceptions on the Gramm-Leach-Bliley audit report are reported to the Visa U.S.A. Board of Directors Audit Committee. Visa Corporate Risk routinely addresses and clears all exception items noted in the Gramm-Leach-Bliley audit report. JPMC may provide additional suggestions or recommendations based on the Gramm-Leach-Bliley audit report, and Visa will consider them.

5. Applicable Laws Relevant to Personal Information.

5.1. In accordance with Section 7.1 of the Master Agreement, Visa shall comply with all Applicable Laws. Applicable Laws shall include, but not be limited to, all laws relating to privacy and data protection laws: (i) of each applicable country; and (ii) that are or may in the future be applicable to Personal Information held or processed by Visa, including the Gramm-Leach-Bliley Act (P.L. 106-102) (15 U.S.C. ¤6801 et seq.) and the Fair Credit Reporting Act (15 U.S.C. ¤6801 et seq.).

5.2. In the event that a warrant or similar document is issued by a court of competent jurisdiction in an applicable country for the inspection, examination, operation or testing of any Visa technologies used or intended to be used for Personal Information, Visa shall promptly notify JPMC-designated recipients in writing. In the event that Visa is required to disclose Personal Information (i) in accordance with the Applicable Laws of an applicable country or (ii) as required by the order of a court of competent jurisdiction of an applicable country, it shall promptly notify JPMC in writing prior to disclosure.

5.3. Each Party shall cooperate with the relevant authorities in accordance with any applicable timeframes identified by such authorities in identifying the respective roles and obligations of each Party with respect to Personal Information.

5.4. Visa recognizes that in certain countries or jurisdictions: (a) regulatory or governmental entities may request additional contractual provisions with Visa to those in the Agreement in order to provide Visa with access to Personal Information in accordance with common law duties, regulatory or statutory requirements in the relevant jurisdiction (including under the data protection or privacy laws); or (b) JPMC may determine, on the basis of legal advice from counsel in the relevant jurisdiction, that certain additional contractual provisions with Visa to those in the Agreement are necessary in order to ensure or enable compliance with common law duties, regulatory, statutory or pre-existing contractual requirements in the relevant jurisdiction or as contemplated under the Agreement. If JPMC decides to issue cards in such countries or jurisdictions, Visa will negotiate in good faith additional privacy terms in a separate agreement between JPMC and Visa.

6. Security and IT Control and Related Policies related to Personal Information

6.1.

(a) Visa shall maintain and enforce security procedures concerning Personal Information, which procedures shall be (i) designed to protect the JPMC Personal Information from unauthorized access, including taking reasonable steps to avoid the corruption, loss or transmission to an unauthorized entity of data and to ensure the security of data during transmission and storage, including the use of data encryption techniques in accordance with industry standards, (B) at least as stringent as the most rigorous standard used to protect Personal Information for similar clients and (C) in compliance with Applicable Laws. Visa shall provide documentation of Visa’s and the Subcontractors’ security policies and practices and shall detail such policies and practices.

(b) Visa shall ** inform JPMC of ** breaches in security, or attempted breaches in security, of which Visa becomes aware, including any corruption, loss or transmission to an unauthorized entity of Personal Information, or any breach of data security during transmission and storage. In the event of a security breach, Visa shall **. Visa shall use its best efforts to remedy any such breach, or attempted breach within **, and Visa shall cooperate fully, and shall cause Subcontractors to cooperate fully, ** and with ** civil or criminal authority in any investigation or action relating to such breach, or attempted breach.

6.2. Compliance with ** Information/Technology Control and Related Policies. Throughout the Agreement Term, Visa and its Subcontractors shall (a) comply with ISO/IEC 17799 (Information Technology – Code of Practice for Information Security Management) ** then in effect that are applicable to Personal Information and of which Visa is informed and has agreed to comply with. **

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

MASTER AGREEMENT EXHIBIT C

Insurance Terms

1. Insurance Carried by Visa.

Visa, within five (5) business days after the execution of this Agreement or before commencing work or permitting any subcontractor to commence work, whichever is the earliest, shall procure and maintain, at its own expense, the following required insurance of the kinds and limits enumerated hereunder, with companies having A.M. Best’s Rating of A- VIII. Should Visa at any time neglect or refuse to provide the required insurance, or should such insurance be canceled, JPMC shall have the right to procure such insurance and the cost thereof shall be deducted from monies then due or thereafter to become due Visa. Visa may carry, at its own expense, such additional insurance as it may deem necessary. Visa shall not be deemed to be relieved of any responsibility by the fact that it carries insurance.

2. Required Insurance.

2.1.

Workers' Compensation and Employer's Liability Insurance in accordance with the applicable laws of the State of New York or the state in which the work is to be performed or of the state in which Visa is obligated to pay compensation to employees engaged in the performance of the work. The policy limit under the Employer's Liability Insurance section shall not be less than ** Dollars ($**) for any one accident;

2.2.

COMMERCIAL GENERAL LIABILITY INSURANCE with the following minimum limits for Bodily Injury and Property Damage on an Occurrence basis: $** per occurrence and $** annual aggregate and extended to cover: (a) Contractual Liability (b) Sub-contractors (c) Broad Form Property Damage Liability, (d) Products & Completed Operations, (e) waiver of subrogation against all parties named additional insured, (f) severability of interest provision, and (g) Personal Injury & Advertisers Liability, and;

2.3.

Umbrella/Excess Liability Insurance providing same or broader coverages than those provided for in the above Commercial General Liability Insurance with limits of not less than $** per occurrence.

3. Certificates of Insurance.

Visa shall provide certificates of insurance to JPMC evidencing that all insurance required is in force, such certificates to stipulate that the insurance will not be canceled or substantially

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

changed without thirty (30) days' prior notice to JPMC at the address indicated in Section 8.1 of the Master Agreement. Visa shall, on request, permit JPMC to examine original insurance policies.

4. Subcontractors and Other Suppliers.

** It is understood and agreed Visa’s determination of adequate insurance carried by subcontractors in no way relieves Visa from liability assumed by Visa or insurance required of Visa.

5. Waiver of Subrogation.

Visa must waive and must require that its insurers waive their rights of subrogation against JPMC and its Affiliates and their respective officers, directors, employees, successors and assigns on account of any and all claims Visa may have against JPMC or any of its Affiliates with respect to insurance required in (B) above.

6. No Affect on Obligations.

Neither procurement of the required insurance policies or the approval of Visa’s insurance by JPMC shall affect Visa’s obligations under this Agreement or any Collateral Document.

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

JPMC Agreement Number 68593

SERVICES ANNEX

THIS SERVICES ANNEX (“Services Agreement”) is entered into between JPMorgan Chase Bank, National Association, with headquarters in Columbus, Ohio, and Visa U.S.A. Inc., a Delaware corporation, with offices located at 123 Mission Street, San Francisco, CA 94105.

Services Agreement Effective Date: January 1, 2005


VISA U.S.A. INC.		JPMorgan Chase Bank, National Association

By:	/s/ KEVIN SCHULTZ	By:	/s/ DIANE ESHLEMAN
Name:	Kevin Schultz	Name:	Diane Eshleman
Title:	EVP	Title:	CPO

Date: 1/1/2005		Date: 1/1/2005

NOW, THEREFORE, for and in consideration of the agreements set forth below, JPMC and Visa agree as follows:

1. Construction.

1.1. Terms. Capitalized terms used but not defined in this Annex will have the meanings given to them in the Master Agreement. References in this Annex to Sections will refer to the Sections of this Annex unless otherwise noted.

1.2. References. In this Services Agreement, the phrase “as part of the Services” means that the services described are included as a part of the Services (defined herein) for the fees specified and no additional charge shall be payable by JPMC in connection therewith; however, any failure to include a specific reference to, or mention of the phrase “as part of the Services” in connection with any services shall not imply or be construed to mean that the services described are not included as a part of the Services for the fees specified or that an additional charge may be payable by JPMC in connection therewith.

(a) The term “Services” includes (i) the services set forth in the Schedule (including the development and delivery of Work Product (defined below), if any; (ii) end of term assistance services; and (iii) any New Service to which the Parties agree and document in an amendment to a Schedule or a new Schedule.

(b) The term “New Service” means any service that is outside the scope of the Services or requires material additional resources or material additional startup expenses not otherwise required for performance of the Services.

(c) The term “Work Product” means any deliverables, services, or any materials created or developed under the Agreement by or for Visa or its Subcontractors or for which Visa is otherwise responsible hereunder (tangible, recorded or otherwise, and without regard to the form of recordation or state of completion), including, working papers, narrative descriptions, reports, data, tapes, diskettes, software (including fully commented source code and object code), surveys and findings, specifications, plans, procedures, data, files, interfaces, databases (including the design and elements thereof), documentation, manuals, training materials or other results of Visa’s performance of the Services and precursors such as product and strategic concepts and proposals, and all items of similar character. Work Product includes Intellectual Property in and to any of the foregoing. “Intellectual Property” is defined herein as all intellectual property rights or proprietary rights, including copyright rights (including rights in audiovisual works), moral rights, trademark rights (including logos, slogans, domain names, trade names, and service marks), patent rights (including patent applications and disclosures), know-how, inventions, proprietary computer programs and software, rights of priority and trade secret rights, as recognized in any country or jurisdiction in the world.

(d) The terms “Rules” means the By-Laws and Operating Regulations of Visa located at http://www.visaonline.com as amended from time to time.

2. Services

2.1. Scope of the Services Generally.

(a) During the Services Term (defined below), JPMC may from time to time request Visa to perform Services. If JPMC so requests, Visa and JPMC shall work to complete and execute a form substantially similar to the template attached hereto as Services Agreement Exhibit A (including any exhibits) that describes the Services to be performed (including any Service Levels (defined below), specifications or other Work Product) (“Schedule”). Each Schedule(s) shall be deemed to incorporate by reference the terms and conditions of the Master Agreement, this Services Agreement and the Collateral Documents and shall constitute a separate and binding agreement between or among the parties that sign the Schedule. Services provided to JPMC by Visa shall be governed by the terms set forth in the Master Agreement, the Services Agreement, Collateral Documents and such additional terms as are contained in the applicable Schedule.

(b) A “Divestment Unit” means any JPMC Affiliate or any business, division, department or group of assets of JPMC or any JPMC Affiliate which: (i) was, immediately prior to a particular date (“Divestment Date”), properly entitled to request that Visa provide Services to such Divestment Unit under the Agreement or to otherwise gain some benefit from the Agreement (“Benefit”); (ii) would not, on or after the Divestment Date, be entitled (other than by virtue of this provision) to request that Visa provide Services to such Divestment Unit or gain that Benefit; and (iii) as of the Divestment Date, is either acquired by a legal entity or, in the case of any business, division, department or group of assets, is constituted as a separate legal entity, or, in the case of an JPMC Affiliate, ceases to be an Affiliate as defined in this Master Agreement for any other reason. If any of the events specified in sub-clause (b) (iii) occurs, the rights and benefits hereunder shall be extended to the affected Divestment Unit, without payment of any transfer fee, to enable that Divestment Unit to continue to gain the Benefit for a transition period not to exceed twelve (12) months from the Divestment Date. The Divestment Unit shall comply with the terms and conditions of this Agreement (including all related agreements, schedules and the Rules) applicable to the receipt of the Benefit by the Divestment Unit. The Parties understand and agree that the purpose of such extension is to permit the Divestment Unit to request Services, to continue to receive Services or to otherwise gain the Benefit on a temporary basis during the transition to alternative service providers.

2.2. Performance of Services Visa shall provide to JPMC the Services. Visa understands that prompt performance and delivery by Visa of all Services is required by JPMC in order to enable JPMC to meet its schedules and commitments, and that Visa shall adhere to (and shall cause its Subcontractors to adhere to) the work and staffing schedules, any performance schedule or timetable for Services (“Timetable”) and any performance standards set forth in any Schedule and any other performance standards relating to the Services as may be mutually agreed upon by the Parties in writing or are contained in the applicable Rules (“Service Levels”).

2.3. Third Party Services JPMC shall have the right to contract with a third party to act as its agent on JPMC’s behalf for implementing Services or procuring products (“Third Party Services”), and in such event, Visa shall cooperate with JPMC, and any such third party, to the extent reasonably required by JPMC, including providing: (a) in writing, to the extent available, applicable requirements, standards and policies for the Third Party Services, (b) reasonable assistance and support services to such third party at reasonable prices and (c) access to the Services, Subcontractors, Visa Personnel and Visa locations at which Visa provides any Services (“Service Locations”) to the extent that such access is reasonably required for the Third Party Services, provided, however, that such third party shall have, prior to such disclosure, executed a confidentiality agreement with Visa and such other documents as Visa shall reasonably require to hold Visa Confidential Information in confidence, and in no event shall Visa be required to waive its security requirements with respect to any request for access.

2.4. Change Control Procedures

(a) In the circumstances where Visa has agreed in a Schedule to provide custom services or development to JPMC (i.e., services not made generally available to Visa Members), JPMC or Visa may propose New Services or changes to such Schedule by delivering a Notice to the other Party describing: (i) the changes or New Services (including the Work Product to be developed and delivered in connection therewith, if any) and (ii) a Timetable for performance, if appropriate. Visa shall respond within a reasonable period of time to any proposal from JPMC and at Visa’s expense, deliver to JPMC a written document (a “Change Order Proposal”), indicating: (A) the effect of the proposal, if any, on (1) the amounts payable by JPMC under the applicable Schedule and (2) Visa’s performance of its obligations thereunder, (B) the anticipated time required for implementation of such New Services or changes and/or delivery of the Work Product, (C) the New Services or changes that Visa anticipates performing, (D) roles/functions of Visa Personnel and upon JPMC’s request, Subcontractors, if any, that may be necessary, (E) any new Service Levels and/or necessary modifications to any existing Service Levels and (F) any other information requested in the proposal or reasonably necessary for JPMC to make an informed decision regarding the New Services or changes.

(b) Visa shall not begin performing any New Services or changes until the Parties have reached agreement on terms and conditions for the New Services or changes and JPMC has authorized the New Services or changes in writing by means of a new Schedule or an amendment to the applicable existing Schedule. Nothing in this Section 2.4 shall relieve Visa of its obligation to accomplish normal and routine tasks associated with its obligations hereunder. Each Change Order Proposal must be expressly accepted by JPMC in writing prior to additional fees being incurred. If Visa fails to respond to JPMC within a reasonable period of time following receipt of Notice from JPMC, then such failure will be deemed an agreement by Visa to provide such New Services or changes with no affect on or change to the fees, performance time or required resources specified in the applicable Schedule.

3. Subcontractors

3.1.(a) Visa shall not use any new Subcontractor (including replacement of an existing Subcontractor) that retains, houses, or processes (excepting any entity who retains, houses, or processes transaction data in the course of authorizing, clearing and settling Visa-branded payment transactions) JPMC employee, consumer or corporate customer identifiable information without reviewing and certifying compliance by that Subcontractor with Visa’s CISP requirements. Visa shall provide to JPMC a copy of its report certifying CISP compliance and shall review those results with JPMC.

(b) Upon request from JPMC, Visa shall disclose to JPMC the identity of any Subcontractor with respect to a material portion of Services generally provided to Visa Members that Visa also provides JPMC.

3.2. The use of any Subcontractor shall not release Visa from its obligations hereunder, including timely compliance with the terms of the Agreement, and Visa shall remain responsible for obligations performed by Subcontractors to the same extent as if Visa performed such obligations. Visa shall be solely responsible for all payments to Subcontractor.

3.3. ** Visa shall negotiate a contract with the subcontractor that contains the substance of the provisions of Section 3.4. **

3.4. ** Visa shall not insert into any subcontract any provision the effect of which would be to limit the ability of a Subcontractor to contract directly with JPMC and its Affiliates; provided, however, that in the event VISA has an exclusive agreement with such Subcontractor, JPMC may only use such Subcontractor’s services with respect to VISA products. Visa shall include at least the following provisions in each subcontract between Visa and any Subcontractor:

(a) the right of Visa to terminate such subcontract (A) if there was a material misrepresentation concerning such Subcontractor at the time approval was given and the Subcontractor’s performance is deficient in any material respect and the performance deficiency has not been corrected within ** after the date of such Notice;

(b) **

(d) **

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

(e) a provision giving Visa substantially equivalent audit rights to those required of Visa in Section 8 (Audits) hereof; and

(f) **

3.5. **

4. Management and Control; Reporting

4.1. Periodic Meetings. At JPMC’s request, or at such times as are set forth in the applicable Schedule, JPMC’s designated representative and Visa Relationship Manager shall meet, at mutually agreed upon locations, to discuss and evaluate the Services including (a) activities and objectives under the Agreement or any applicable Schedule and Service Levels, (b) operational procedures or other aspects of the Agreement, including customer service, pricing, market conditions (including opportunities to achieve cost reduction), budgets and long range goals, (c) recommend and discuss long-term strategic planning including development work and new releases, (d) any other issues that impact either Party, or the Services or (e) other issues deemed appropriate by the Parties. Each Party shall be responsible for its own expenses relating to such meetings.

4.2. Reports. Throughout each Services Term, and as part of the Services, Visa shall maintain and provide to JPMC, as provided by such Schedule, (a) all performance reports measuring Visa’s or, if applicable under Section 3, a Subcontractor’s performance against the applicable Service Levels and ** (“Reports”) in content and format specified by such Schedule or otherwise in writing by JPMC, in both hardcopy and in an electronic form, and (b) such documentation and information as may be requested by JPMC from time to time in order to verify the accuracy of the Reports, provided that Visa shall not be required to provide any documentation that contains information about any other Member or to create documentation that does not contain such other Member information, if none exists. At JPMC's request, Visa shall promptly correct any material errors or inaccuracies in the Reports. All Reports shall be provided in English.

5. Intellectual Property Rights

5.1. Ownership of Pre-Existing, Outside and Independently Developed Materials. Each Party or its licensors will retain ownership, together with all related Intellectual Property rights, of (i) all third party-owned materials provided by a Party under each applicable Schedule; (ii) all materials developed or acquired by a Party prior to the effective date of the applicable Schedule or independently from performance of the Services, and (iii) all other materials made generally available by Visa to its Members and any works based on such generally available materials, including, without limitation enhancements, modifications or new developments.

5.2. Ownership of Work Product Created Pursuant to Schedules and Not Made Generally Available to Members. Any Work Product produced by Visa during the term of this Agreement not intended to be made generally available to its Members shall be performed under a Schedule negotiated with JPMC. Each such Schedule will specify that Work Product created to the specifications of JPMC pursuant to that Schedule will be “Type I Materials,” “Type II Materials,” “Type III Materials,” “Type IV

^**	Omitted pursuant to a confidential treatment request. The confidential portion has been filed separately with the SEC.

Materials,” “Type V Materials” or “Type VI Materials,” (the foregoing a “Type”) or otherwise as both Parties agree. If a Type is inadvertently not specified in the Schedule, the Parties will negotiate in good faith that Schedule when the oversight is discovered to assign a reasonable and mutually agreeable Type for the Work Product developed under that Schedule. All disputes arising under or relating this Section 5.2 shall be resolved pursuant to Section 8.9 of the Master Agreement.

(a) Type I Materials. JPMC will have all right, title, and interest (including but not limited to ownership of Intellectual Property rights) in and to Type I Materials. Visa shall have no license or other rights in any Type I Materials, except residual rights to use any ideas, concepts, know-how, or techniques which Visa employees are exposed to in the course of providing Type I Materials and which are retained in the unaided memories of Visa employees, provided that such use does not violate JPMC's patent rights or copyrights or any other restriction expressly identified in a Schedule. An employee’s memory is unaided if the employee has not intentionally memorized the information for the purpose of retaining and subsequently using or disclosing it. Upon expiration or earlier termination of the Master Agreement, the Services Agreement or the applicable Schedule, as the case may be, or upon JPMC’s earlier request, Visa shall immediately surrender to JPMC all Type I Materials or any component of such Type I Materials designated by JPMC in writing. Visa shall retain no part or copy of any Type I Materials. If requested by JPMC, Visa shall certify in writing its exacting compliance with the foregoing provision.

(b) Type II Materials. Visa or third parties will have all right, title, and interest (including but not limited to ownership of Intellectual Property rights) in and to Type II Materials. Visa will deliver one copy of the Type II Materials to JPMC. Visa hereby grants JPMC and its Affiliates, an irrevocable, perpetual, nonexclusive, worldwide, paid-up, royalty free license to use, execute, reproduce, display, perform, export, sublicense and distribute (within JPMC and its Affiliates) copies of, and prepare derivative works based on, Type II Materials.

(c) Type III Materials. JPMC will have all right, title, and interest (including but not limited to ownership of Intellectual Property rights) in and to Type III Materials. Visa will retain one copy of the Type III Materials. JPMC grants to Visa (i) an irrevocable, perpetual, nonexclusive, worldwide, paid-up, royalty free license to use, execute, reproduce, display, perform, export, sublicense and distribute (internally and externally) copies of, and prepare derivative works based on, Type III Materials and (ii) the right to authorize others to do any of the foregoing.

(d) Type IV Materials. JPMC will have all right, title, and interest (including but not limited to ownership of patent rights and copyright) in and to Type IV Materials. Visa will retain one copy of the Type IV Materials. JPMC grants to Visa (i) an irrevocable, perpetual, exclusive (as to everyone but JPMC), worldwide, paid-up, royalty free license to use, execute, reproduce, display, perform, import, sublicense, distribute (internally and externally) copies of, and prepare derivative works based on, Type IV Materials and (ii) the right to authorize others to do any of the foregoing.

(e) Type V Materials. Visa will have all right, title, and interest (including but not limited to ownership of Intellectual Property rights) in and to Type V Materials. JPMC will retain one copy of the Type V Materials. Visa grants to JPMC (i) an irrevocable, perpetual, nonexclusive, worldwide, paid-up, royalty free license to use, execute, reproduce, display, perform, export, sublicense and distribute (internally and externally) copies of, and prepare derivative works based on, Type V Materials and (ii) the right to authorize others to do any of the foregoing.

(f) Type VI Materials. Visa will have all right, title, and interest (including but not limited to ownership of patent rights and copyright) in and to Type VI Materials. JPMC will retain one copy of the Type VI Materials. VIDA grants to JPMC (i) an irrevocable, perpetual, exclusive (as to everyone but Visa), worldwide, paid-up, royalty free license to use, execute, reproduce, display, perform,

import, sublicense, distribute (internally and externally) copies of, and prepare derivative works based on, Type IV Materials and (ii) the right to authorize others to do any of the foregoing.

5.3. Works-Made-For-Hire. All Type I Materials, Type III Materials and Type IV Materials shall be considered a “work-made-for-hire” to the extent permissible under applicable law and are otherwise hereby irrevocably assigned to JPMC without further charge or cost, subject to Visa’s rights in Type III Materials and Type IV Materials above. Type II Materials, Type V Materials and Type VI Materials will not be considered “work-made-for-hire.” Each Party will prepare and execute such applications, assignments and other instruments and provide such cooperation reasonably requested by the other Party to give full effect to the provisions of this paragraph.

5.4. **

5.5. Acceptance Testing.

(a) Visa will notify JPMC when a specifi