JUDGMENT SHARING AGREEMENT AMONG DEFENDANTS IN THE AMEX CASE

“Covered Claim” means any claim arising out of the Visa Rules or the MasterCard Rules now or hereafter asserted in the Litigation against any Signatory to this Agreement or Affiliate thereof; provided, however, that “Covered Claims” do not include claims arising solely out of acts or omissions that take place after the date of a Visa Equity Event, but do include damages

claimed to accrue after the date of a Visa Equity Event as an alleged result of acts or omissions that took place before such date.

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

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

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

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

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

by the Visa Share of any Final Judgment, and that Visa U.S.A. shall recover its Sharing Percentage of the Visa Share from Visa members that are not Signatories. Visa agrees that it will use reasonable efforts, including the reasonable use of litigation, to enforce its rights pursuant to Section 2.05 of the Visa U.S.A. By-Laws and/or any other rights it may have to obtain funding, through indemnification or otherwise, of its Sharing Percentage of the Visa Share from Visa members other than the Signatories.

This Agreement is in lieu of any other rights of contribution, indemnity, reimbursement, or sharing, or any other claims, suits, or causes of action, among or between the Signatories, with respect to the Visa Share of the Final Judgment enforced against a Signatory, including without limitation any rights under Visa U.S.A. By-Law 2.05, any other provision of Visa U.S.A.’s rules, by-laws, and/or operating regulations, and any rights that would otherwise exist under contracts among or between Signatories executed prior to the effective date of this Agreement. All Signatories agree that payments made by the Bank Defendants under this Agreement (including settlement payments made in accordance with the requirements of paragraph 7, but not any other settlement payments) shall be in lieu of any obligation that any Bank Defendant now has or might otherwise have in the future with respect to the Visa Share of the Final Judgment enforced against a Signatory. All Signatories further agree that payments that completely satisfy a Bank Defendant’s obligations under this Agreement shall fully satisfy any obligation that any Bank Defendant now has or might otherwise have in the future with respect to the Visa Share of the Final Judgment enforced against a

Signatory. For the avoidance of doubt, any obligations that Visa U.S.A. might be determined to have to Visa International as a direct or indirect result of a Final Judgment in this case will not be considered a Visa Share of a Final Judgment collected from Signatories to this Agreement, and nothing herein shall limit any rights that Visa U.S.A. may have to seek indemnification under its rules, by-laws, operating regulations, or otherwise in connection with any obligations owed by Visa U.S.A. to Visa International.

This Agreement is made and shall be binding on and inure solely to the benefit of the Signatories and their respective successors or permitted assigns but otherwise confers no rights or defenses upon any non-Signatory, including but not limited to

a Claimant or any non-Signatory defendant in the Litigation. A Signatory may not assign any of its obligations under this Agreement to another person or entity without the written consent of each other Signatory. Subject to the foregoing:

If a Claimant received payment from a Signatory based on a claim asserted in the Litigation and the Claimant is no longer entitled to some or all of that payment as

a result of the reversal, vacatur, or modification of a Final Judgment (an “Overpayment”), and if a Signatory later succeeds in recovering the Overpayment in whole or in part, such recovery (including any interest recovered) shall be taken into account for purposes of determining the sharing, indemnity, and contribution obligations arising under this Agreement. Unless and until an Overpayment is recovered by a Signatory, however, the Overpayment shall be treated as a payment towards the satisfaction of a Final Judgment for purposes of this Agreement, provided that the Overpayment was made in satisfaction or partial satisfaction of what was, at the time the payment was made, a Final Judgment as defined by this Agreement.

No Signatory shall divulge any of the terms of this Agreement to a third party except as is reasonably required (a) to enable such Signatory’s directors, officers, employees, auditors and attorneys to carry out their responsibilities hereunder, (b)

to comply with the requirements of applicable law or rule, or with a court order or regulatory examination, investigation, or request (including, without limitation, any examination, action, or request of the Office of the Comptroller of the Currency or the Board of Governors of the Federal Reserve System), (c) to comply with the requirements of any stock exchange or other self-regulatory organization as that term is defined at 15 U.S.C. § 78c(a)(26), or (d) to prosecute or defend an action arising out of this Agreement.

In the event of a dispute about the existence or amount of a payment obligation created under this Agreement, the Arbitrator shall award the prevailing party its reasonable attorneys’ fees and costs. In addition, if the Arbitrator finds that a Signatory or its Affiliate underpaid or declined to pay a sum that it was obliged to pay another Signatory under the terms of this Agreement, the Arbitrator shall

award that other Signatory pre-Award interest at the prime rate as published in the Wall Street Journal on the date that the unpaid or underpaid payment was due, running from the date that the unpaid amount was required to be paid under this Agreement.