Exhibit 10.33

OMNIBUS AGREEMENT REGARDING INTERCHANGE LITIGATION

JUDGMENT SHARING AND SETTLEMENT SHARING

WHEREAS, this Omnibus Agreement Regarding Interchange Litigation Judgment Sharing And Settlement Sharing (“Omnibus Agreement”) applies to the undersigned parties (each a “Signatory,” and together the “Signatories”), who have been or may be named as defendants in the Interchange Litigation (or any portion thereof) as that term is defined in Paragraph 1 below;

WHEREAS, the plaintiffs in the Interchange Litigation (the “Claimants”) have asserted or may assert claims based on (i) certain alleged rules, policies, practices, procedures, and activities of MasterCard International Incorporated and MasterCard Incorporated (collectively, “MasterCard”); (ii) certain alleged rules, policies, practices, procedures, and activities of Visa U.S.A. Inc. (“Visa USA”), Visa International Service Association (“Visa International”), and Visa Inc. (“Visa Inc.”) (collectively, “Visa”); and (iii) certain alleged activities of Visa, MasterCard, and other Signatories as they relate to the foregoing rules, policies, practices, procedures and activities;

WHEREAS, various Signatories have entered into or will enter into one or more agreements with other Signatories or entities as follows:

a. The Interchange Judgment Sharing Agreement dated as of July 1, 2007, among Visa USA, Visa International, Visa Inc. and various financial institutions, as amended and restated in the Amended and Restated Judgment Sharing Agreement dated as of December 16, 2008, and as amended and to which the signatories consented to amendment on February 7, 2011 in the “Consent to Amendment of Interchange Judgment Sharing Agreement” (the “Visa JSA”);

b. The Loss Sharing Agreement dated as of July 1, 2007, among Visa Inc., Visa International, Visa USA, and various financial institutions, as amended and restated in the Amended and Restated Loss Sharing Agreement dated as of December 16, 2008, and as amended and to which the parties consented to amendment on February 7, 2011 in the “Consent to Amendment of Loss Sharing Agreement” (the “Visa LSA”); and

c. The MasterCard Settlement and Judgment Sharing Agreement dated as of February 7, 2011, among MasterCard and various financial institutions (the “MasterCard SJSA”); and

WHEREAS, the Signatories to this Omnibus Agreement wish hereby to confirm and memorialize their intention and agreement regarding the interpretation, application, coordination, and administration of the Visa JSA, the Visa LSA, the

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MasterCard SJSA, and this Omnibus Agreement (the foregoing four mentioned agreements referred to collectively herein as the “Sharing Agreements”);

NOW, THEREFORE, intending to be bound, and in consideration of the mutual covenants and agreements contained herein, the Signatories hereby agree, as of the Effective Date (as defined in Paragraph 13 below), as follows:

1. Definition of Interchange Litigation . For the purposes of this Omnibus Agreement, “Interchange Litigation” refers to (i) the putative class actions (the “Class Action”) in In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation , Case No. 1:05-md-1720-JG-JO (“MDL 1720”); (ii) the actions by individual plaintiffs that as of the Effective Date have been transferred to MDL 1720 for coordinated or consolidated pretrial proceedings (the “Individual Plaintiff Actions”); (iii) any action by one or more of the entities listed on Attachment 1, or by their direct or indirect parents, subsidiaries, predecessors, successors, assigns, or affiliates, that assert claims against one or more Signatories, or their respective parents, subsidiaries, predecessors, successors, assigns or affiliates, similar to those asserted in the Individual Plaintiff Actions and are commenced on or before the last date on which Settlements or Final Judgments have occurred in all of the Individual Plaintiff Actions (“Subsequent Individual Plaintiff Actions”); and (iv) any action other than those within (i), (ii), and (iii) above in this paragraph that falls within definitions 4(i), 4(ii), or 5 of Schedule A to the Visa LSA, or that challenges the agreements leading up to or the consummation of the MasterCard initial public offering and is transferred for coordinated or consolidated pre-trial proceedings at any time after the Effective Date to MDL 1720 by the Judicial Panel on Multidistrict Litigation or otherwise included at any time after the Effective Date in MDL 1720 by order of any court of competent jurisdiction (“Opt-Out Actions”). (A plaintiff asserting claims that constitute an Individual Plaintiff Action, Subsequent Individual Plaintiff Action, or Opt-Out Action is referred to herein as an “Individual Plaintiff.”)

2. Visa/MasterCard Allocation . The Signatories agree that, for the purposes of the interpretation, application, coordination, and administration of the Sharing Agreements, certain payment obligations for the purposes of judgment sharing or settlement sharing shall be calculated in accordance with the following provisions:

a. Settlement Sharing . In the event of either (i) a Settlement (as defined in Paragraph 5 below) of all claims in the Class Action that is agreed to by all Signatories (with the exception of any Signatory that has entered into a Partial Settlement (as defined in Paragraph 5(a) below) of, or has otherwise received a release of, all claims asserted against it in the Class Action), or (ii) a Settlement by an Individual Plaintiff (other than an Individual Plaintiff in an Opt-Out Action) of all claims that it asserts in each and every action in the Interchange Litigation and that is agreed to by all Signatories (with the exception of any Signatory that has entered into a Partial Settlement of, or has otherwise received a release of, all claims asserted against it by that Individual Plaintiff) (each of the foregoing constituting a “Joint Settlement”), then, provided that in such Joint Settlement all Claimants that participate in such Settlement

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provide a full release of all Signatories that have not (x) entered into Partial Settlement(s) of all claims asserted against them by such Claimants or (y) otherwise previously been released from all claims by such Claimants, in all events including an Effective Release (as defined in this subparagraph below) of at least one Signatory agreeing to the Joint Settlement other than MasterCard or Visa, each Signatory’s “Settlement-Sharing Payment Obligation” with respect to the Monetary Portion (as defined in Paragraph 5 below) of such a settlement shall be calculated as follows: (a) the total value of the Monetary Portion of the Joint Settlement shall be divided into a “MasterCard Portion” and a “Visa Portion” using the following percentages (the “Visa/MasterCard Allocation”): MasterCard Portion: 33.3333%, and Visa Portion: 66.6667%; (b) the MasterCard Portion of the Joint Settlement shall be allocated among the Signatories according to the applicable provisions of the MasterCard SJSA; and (c) the Visa Portion of the Joint Settlement shall be allocated among the Signatories in accordance with Sections 3(a) and 3(b) of the Visa LSA and treated as a “Visa Litigation Obligation” under the Visa LSA and as being exclusive of any “JSA MasterCard Portion” as that term is used in Section 3 of the Visa LSA, notwithstanding any contrary provision in the Visa LSA or the Visa JSA (including without limitation Paragraph 12 of the Visa JSA, which shall be deemed to be superseded by this Agreement). For purposes of this subsection, a Claimant provides an “Effective Release” to a Signatory when (x) that Signatory has not already entered into a Partial Settlement with, or otherwise received a release of any claims from, that Claimant and (y) the Claimant releases such Signatory from all MasterCard-Related Claims and all Visa-Related Claims, provided that no release of Visa-Related Claims shall be required as to MasterCard and no release of MasterCard-Related Claims shall be required as to Visa. For the further avoidance of doubt, (xx) the Signatories expressly agree that MasterCard’s payment obligation with respect to the Visa Portion of any Joint Settlement shall be 0.00% and Visa’s payment obligation with respect to the MasterCard Portion of any Joint Settlement shall be 0.00%, and (yy) the Signatories hereto that are also parties to the Visa LSA expressly agree that all payments by a Signatory toward or with respect to the MasterCard Portion of any Joint Settlement shall be treated under the Visa LSA as payments with respect to and in satisfaction of the “JSA MasterCard Portion” as that term is used in Section 3 of the Visa LSA.

b. Judgment Sharing . Notwithstanding any other provision in the other Sharing Agreements, in the event one or more Signatories litigates one or more of the actions in the Interchange Litigation to a Final Judgment (as defined in Paragraph 5 below) and that Final Judgment results in a Monetary Award (as defined in Paragraph 5 below), the Signatories agree that each Signatory’s payment obligation with respect to such Monetary Award (as to each Signatory, its “Judgment-Sharing Payment Obligation”) shall be as follows:

i. MasterCard-Related Claims . With respect to any Monetary Award (or portion thereof) assigned to any MasterCard-Related Claims (pursuant to Paragraph 2(c) below), each Signatory’s Judgment-Sharing Payment Obligation with respect to the Monetary Award (or portion thereof) assigned to the MasterCard-Related Claims shall be calculated and satisfied as provided in the MasterCard SJSA. For the avoidance of doubt,

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and notwithstanding any contrary provision in the Visa LSA or the Visa JSA, (i) the Signatories expressly agree that Visa’s Judgment-Sharing Payment Obligation with respect to any Monetary Award (or portion thereof) assigned to MasterCard-Related Claims shall be 0.00%, and (ii) the Signatories hereto that are also parties to the Visa LSA expressly agree that all payments by a Signatory pursuant to this Paragraph 2(b)(i) of this Omnibus Agreement, or toward or with respect to any Monetary Award (or portion thereof) assigned to MasterCard-Related Claims, shall be treated under the Visa LSA as payments with respect to and in satisfaction of the “JSA MasterCard Portion” as that term is used in Section 3 of the Visa LSA.

ii. Visa-Related Claims . With respect to any Monetary Award (or portion thereof) assigned to any Visa-Related Claims (pursuant to Paragraph 2(c) below), each Signatory’s Judgment-Sharing Payment Obligation with respect to the Monetary Award (or portion thereof) assigned to the Visa-Related Claims shall be calculated and satisfied according to the procedure set forth in Paragraphs 2(a)(i)-2(a)(iii) of the Visa JSA as though the Monetary Award (or portion thereof) were the “Visa Portion” collected from signatories under the Visa JSA and the Monetary Award (or portion thereof) shall be treated as though it were a “Visa Litigation Obligation” under the Visa LSA, notwithstanding any contrary provision in the Visa JSA or the Visa LSA. For the avoidance of doubt, the Signatories expressly agree that (x) MasterCard’s Judgment-Sharing Payment Obligation with respect to any Monetary Award (or portion thereof) assigned to Visa-Related Claims shall be 0.00%, and (y) no Signatory to the Visa JSA and Visa LSA which complies with its obligations under this Omnibus Agreement shall be required, under either the Visa JSA or the Visa LSA, to pay any “MasterCard Portion” under the Visa JSA with respect to any Monetary Award (or portion thereof) assigned to Visa-Related Claims.

iii. Inter-Network Claims . With respect to any Monetary Award (or portion thereof) assigned to any Inter-Network Claims (pursuant to Paragraph 2(c) below) , each Signatory’s Judgment-Sharing Payment Obligation with respect to the Monetary Award (or portion thereof) assigned to the Inter-Network Claims shall be calculated as follows: (i) the total value of the Monetary Award (or portion thereof) assigned to the Inter-Network Claims shall be divided into a “MasterCard Portion” and a “Visa Portion” using the Visa/MasterCard Allocation percentages set forth in Paragraph 2(a) above, and (ii) the MasterCard Portion of the Monetary Award (or portion thereof) shall be allocated among the Signatories according to the applicable provisions of the MasterCard SJSA, notwithstanding any contrary provision in the Visa JSA or the Visa LSA (and the Signatories hereto that are also parties to the Visa LSA expressly agree that all payments by a Signatory toward or with respect to that MasterCard Portion of the Monetary Award (or portion thereof) shall be treated under the Visa LSA as payments with respect to and in satisfaction of the “JSA MasterCard Portion” as that term is used in Section 3 of the Visa LSA); and (iii) the Visa Portion of the Monetary Award (or portion thereof) shall be allocated among the Signatories according to the procedure set forth in Paragraphs 2(a)(i)-2(a)(iii) of the Visa JSA as though it were the “Visa Portion” collected from signatories under the Visa JSA and the Monetary Award (or portion thereof) shall be treated as though it were a “Visa Litigation Obligation” under the Visa LSA,

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notwithstanding any contrary provision in the Visa JSA or the Visa LSA. For the avoidance of doubt, the Signatories expressly agree that no Signatory to the Visa JSA and Visa LSA which complies with its obligations under this Omnibus Agreement shall be required, under either the Visa JSA or the Visa LSA, to pay any “MasterCard Portion” under the Visa JSA with respect to any Monetary Award (or portion thereof) assigned to Inter-Network Claims.

c. “Assignment” of Monetary Awards to Claims . For the purposes of this Agreement, amounts of a Monetary Award will be deemed to be assigned either to MasterCard-Related Claims or to Visa-Related Claims (as defined in Paragraph 5 below) to the extent the Monetary Award in some discernible manner assigns amounts solely to conduct of or participation in the MasterCard payment system or solely to conduct of or participation in the Visa payment system (respectively). In all other events, amounts of a Monetary Award will be deemed to be assigned to Inter-Network Claims. Provided, however, that notwithstanding the foregoing language in Paragraph 2(c), and not withstanding any contrary provision in the MasterCard SJSA, Visa JSA or Visa LSA, if a plaintiff in an Opt-Out Action against MasterCard does not bring an Opt-Out Action against Visa and Visa has not provided any consideration for not being named in an Opt-Out Action by that plaintiff, all amounts of a Monetary Award in that Opt-Out Action that are not assigned to Visa-Related Claims pursuant to the first sentence of this Paragraph 2(c) shall be deemed to be assigned to MasterCard-Related Claims, and if a plaintiff in an Opt-Out Action against Visa does not bring an Opt-Out Action against MasterCard and MasterCard has not provided any consideration for not being named in an Opt-Out Action by that plaintiff, all amounts of a Monetary Award in that Opt-Out Action that are not assigned to MasterCard-Related Claims pursuant to the first sentence of this Paragraph 2(c) shall be deemed to be assigned to Visa-Related Claims.

3. Complete Coverage of Interchange Litigation . The Signatories agree that, as to the Interchange Litigation, the Sharing Agreements shall be interpreted, applied and administered in order to completely cover the total value of (a) the Monetary Portion of any Joint Settlement, Settlement of MasterCard-Related Claims Only (as defined in and pursuant to the MasterCard SJSA), or settlement covered by Sections 2 and 3 of the Visa LSA, or (b) any Monetary Award in the Class Action, the Individual Plaintiff Actions, the Subsequent Individual Plaintiff Actions, or the Opt-Out Actions involving one or more Signatories to this Omnibus Agreement. For the avoidance of doubt, this provision means that, to the extent that one or more Signatories have any obligation to make any monetary payment under any settlement constituting a Joint Settlement, Settlement of MasterCard-Related Claims Only (as defined in and pursuant to the MasterCard SJSA), or settlement covered by Sections 2 and 3 of the Visa LSA or under any Final Judgment as to any claim in the Interchange Litigation, the Sharing Agreements will be interpreted, applied and administered in a manner that will, to the greatest extent possible consistent with the terms of the Sharing Agreements, result in the payment obligation being covered by the Sharing Agreements. For the avoidance of doubt, Paragraph 12 of the Visa JSA shall be shall be deemed to be superseded by this Agreement in all actions in the Interchange Litigation, including Opt-Out Actions.

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4. Impact of Partial Settlement . Nothing in this Omnibus Agreement shall be construed as precluding the authority of any Signatory to one or more of the Sharing Agreements to settle, at its sole discretion, any claims asserted against it. The Signatories intend that the Judgment-Sharing Payment Obligation under this Omnibus Agreement of any Settling Signatory (as defined in Paragraph 5 below) shall be satisfied with respect to such settled claims only (i) if the Settling Signatory complies with the applicable terms and conditions of the Visa JSA, the Visa LSA, and the MasterCard SJSA (to the extent that the Settling Signatory is a party to any such Sharing Agreement and to the extent any such Sharing Agreement may be applicable); and (ii) if the settlement agreement includes a provision (a “Setoff Provision”) pursuant to which each settling Claimant agrees not to collect as a result of a judgment from any other Signatory an amount equal to the following: (a) to the extent a Claimant settles, compromises or releases any MasterCard-Related Claims against the Settling Signatory, the judgment-sharing payment obligations of the Settling Signatory with respect to MasterCard-Related Claims under all Sharing Agreements to which the Settling Signatory is a party (however those claims are described therein), (b) to the extent a Claimant settles, compromises or releases any Visa-Related Claims against the Settling Signatory, the judgment-sharing payment obligations of the Settling Signatory with respect to Visa-Related Claims under all Sharing Agreements to which the Settling Signatory is a party (however those claims are described therein), and (c) to the extent a Claimant settles, compromises or releases any Inter-Network Claims against the Settling Signatory, the judgment-sharing payment obligations of the Settling Signatory with respect to Inter-Network Claims under all Sharing Agreements to which the Settling Signatory is a party (however those claims are described therein); and (iii) if the settlement agreement includes a provision stating that the Signatories to this Omnibus Agreement, the other defendants in the Interchange Litigation, and any affiliates of the foregoing, are intended third party beneficiaries of the Setoff Provision. In the event that any Settling Signatory does not obtain such a Setoff Provision, any such Settling Signatory will continue to have the Judgment-Sharing Payment Obligations (if any) set forth in this Omnibus Agreement as to any claims for which it does not obtain such a Setoff Provision, provided, however, that with respect to a settlement in an Opt-Out Action, and notwithstanding any contrary provision in this Paragraph 4, (i) Visa need not obtain any Setoff Provision beyond that required by the Visa JSA and Visa LSA to satisfy its Judgment-Sharing Payment Obligation under this Omnibus Agreement, (ii) MasterCard need not obtain any Setoff Provision beyond that required by the MasterCard SJSA to satisfy its Judgment-Sharing Payment Obligation under this Omnibus Agreement, and (iii) a Signatory other than Visa or MasterCard need not obtain any Setoff Provision beyond that required by the Visa JSA and Visa LSA and the MasterCard SJSA to satisfy its Judgment-Sharing Payment Obligation under this Omnibus Agreement. Notwithstanding anything in this Omnibus Agreement to the contrary, payments to a Claimant by a Settling Signatory shall be deemed payments by such Settling Signatory pursuant to this Omnibus Agreement to the extent and in the amount that such payments reduce the amount of a Final Judgment with respect to any MasterCard-Related Claims, Visa-Related Claims or Inter-Network Claims that may be enforced against other Signatories. For the avoidance of doubt, the Signatories hereto that are also parties to the Visa LSA expressly agree that payments made in (or in connection with) a Partial Settlement or other settlement are subject to reimbursement

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under the terms of Sections 3(b)(vi) and 3(b)(vii) of the Visa LSA (i) only if such payments are part of an “Approved Settlement” as that term is used in Section 2(a)(ii) of the Visa LSA and (ii) only to the extent that such payments are not allocated in (or in connection with) the settlement to conduct of or participation in the MasterCard payment system.

5. Definitions : For the purposes of this Omnibus Agreement, the following definitions shall apply:

a. “Settlement” and “Partial Settlement.” “Settlement” refers to a written settlement agreement that compromises, settles, and releases claims that are asserted in the Interchange Litigation. A “Partial Settlement” refers to a Settlement by any Signatory (or by any of a Signatory’s parents, subsidiaries, predecessors, successors, assigns, affiliates, or any other person or entity obtaining a release of the Signatory) that has been agreed to by less than all Signatories (excluding any Signatories who have previously received a full release or the benefit of a full release of all claims asserted by the settling Claimant). Each Signatory agrees to provide notice promptly after the execution of a Partial Settlement by all parties to that agreement in accordance with the notice provision in Paragraph 22 below.

b. “Monetary Award” means the amount of any award of damages or other monetary compensation to a Claimant awarded by a court or jury in the Interchange Litigation, including any award of compensatory, punitive, treble, or other damages, court costs, attorneys’ fees, or expenses, including any interest thereon, before any offset or reduction by operation of law on account of settlement payments by any Signatory that does not comply with all of the applicable terms and conditions of the Sharing Agreements to which it is also a Signatory. For the avoidance of doubt, “Monetary Award” shall not include the cost or value of any injunctive, equitable, or declaratory relief.

c. “Monetary Portion” means the money agreed to be paid in any settlement in respect of claims for compensatory, punitive, treble, or other damages, court costs, attorneys’ fees, or expenses, including any interest thereon. For the avoidance of doubt, “Monetary Portion” shall exclude the cost or value of or any payment for any other consideration or relief provided in the settlement, including without limitation any rate, fee, marketing, or support agreements.

d. “Final Judgment” refers to a judgment (including any award of compensatory, punitive, treble, or other damages, court costs, attorneys’ fees, or expenses, including any interest thereon) entered by a court upon the conclusion of a trial or summary judgment proceedings in the Interchange Litigation, or any other procedural vehicle other than a Settlement (as defined in Paragraph 5(a) above) by means of which a court enters final judgment on any Claimants’ claims, which judgment (a) is immediately enforceable and has not been stayed pending appeal or (b) becomes final after exhaustion of all appeals or other judicial review or expiration of the time to obtain further judicial review.

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e. “MasterCard-Related Claims” refers to any claims that are or may be asserted in the Interchange Litigation as to which MasterCard and/or some or all of the Signatory banks are alleged to be liable solely by virtue of conduct of or participation in the MasterCard payment system.

f. “Visa-Related Claims” refers to any claims that are or may be asserted in the Interchange Litigation as to which Visa and/or some or all of the Signatory banks are alleged to be liable solely by virtue of conduct of or participation in the Visa payment system.

g. “Inter-Network Claims” refers to any claims that are or may be asserted in the Interchange Litigation as to which MasterCard and Visa are alleged to have joint liability or as to which the liability of a Signatory is alleged to arise from alleged anticompetitive conduct jointly undertaken by or through Visa and MasterCard.

h. “Settling Signatory” refers to any Signatory that enters into a Partial Settlement or otherwise obtains a release or the benefit thereof (including by virtue of settlement by any of the Signatory’s parents, subsidiaries, predecessors, successors, assigns, affiliates or by any other Signatory, person or entity obtaining a release of the Signatory) of one or more actions or claims other than as part of a Joint Settlement.

6. Third Parties . This Omnibus Agreement is made and shall be binding on and inure solely to the benefit of the Signatories and their respective direct or indirect parents, subsidiaries, predecessors, successors, affiliates, or permitted assigns, but otherwise confers no rights or defenses upon any non-Signatory. Except as provided below, a Signatory may not assign any of its obligations under this Omnibus Agreement to another person or entity without the written consent of each other Signatory. If, after the Effective Date, any person or entity, as a result of any merger, purchase of assets, reorganization or other transaction, acquires or succeeds to all or substantially all of the business or assets of a Signatory (the “Acquired Signatory”), then such Acquired Signatory shall, as a condition precedent to the effectiveness of any such merger, purchase of assets, reorganization or other transaction, obligate in writing such acquiring person or entity to be bound by, and honor all of, the provisions of this Omnibus Agreement and shall take all necessary steps to ensure that such person or entity is bound by the same payment obligations and all other obligations of the Acquired Signatory as provided for in this Omnibus Agreement.

7. No Admission of Liability . Nothing contained herein is intended to be, nor shall be deemed to be, an admission of any liability to anyone or an admission of the existence of facts upon which liability could be based other than to the Signatories pursuant to the terms of this Omnibus Agreement and/or one or more of the other Sharing Agreements.

8. Governing Law . This Omnibus Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts entered into and to be performed entirely within the State of New York. All Signatories hereby agree

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that this Omnibus Agreement is consistent with public policy and hereby covenant and agree not to make any assertion to the contrary.

9. Confidentiality . No Signatory shall divulge any of the terms of this Omnibus 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 Omnibus Agreement.

10. Joint Authorship . This Omnibus Agreement shall be treated as though it was jointly drafted by all Signatories, and any ambiguities shall not be construed for or against any Signatory on the basis of authorship.

11. Entire Agreement and Amendment/Modification . This Omnibus Agreement, together with the Visa JSA, the Visa LSA, and the MasterCard SJSA, as applicable in light of Paragraphs 2, 3, and 4 above and including all agreements referenced in the “Entire Agreement” sections of the Visa JSA and Visa LSA, constitute the entire and only agreements among the undersigned parties with respect to the subject matter hereof, and any other representation, promise, or condition in connection therewith shall not be binding upon any of the Signatories, except to the extent set forth herein or in the other Sharing Agreements (including any agreements referenced in the “Entire Agreement” sections of the Visa JSA and Visa LSA) . This Omnibus Agreement shall not be amended or modified except by a written amendment executed by an authorized representative of each Signatory.

12. Execution in Counterparts . This Omnibus Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument.

13. Effective Date . This Omnibus Agreement shall be effective as of the date on which (a) all entities listed on the signature pages hereto have executed the Omnibus Agreement; and (b) all entities listed on the signature pages thereto have executed each of the MasterCard SJSA, Consent to Amendment of Interchange Judgment Sharing Agreement, and Consent to Amendment of Loss Sharing Agreement (the “Effective Date”).

14. Disputes to be Arbitrated . Any dispute arising out of or relating to this Omnibus Agreement, including but not limited to a dispute relating to the breach, enforceability, interpretation, application, or scope of any aspect of this Omnibus Agreement (including, without limitation, a dispute relating to the breach, enforceability, interpretation, application, or scope of any aspect of this arbitration clause), or a dispute referring or

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relating to the amount of any payment obligation created by this Omnibus Agreement, shall be finally resolved by arbitration in accordance with the Center for Public Resources (“CPR”) Rules for Non-Administered Arbitration in effect on the date of this Omnibus Agreement, by Prof. Eric Green or Hon. Edward Infante (Ret.) or, if both of the foregoing are unavailable, by one independent and impartial arbitrator to be agreed upon by the disputants or, in the absence of such an agreement, appointed by the CPR. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§1-16, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be New York, New York, unless otherwise agreed by the parties to the arbitration.

15. Remedies in Arbitration . In the event of a dispute about the existence or amount of a payment obligation created under this Omnibus Agreement, the Arbitrator shall award the prevailing party its reasonable attorneys’ fees and costs. In addition, if the Arbitrator finds that any Signatory or its affiliate failed to pay, in whole or in part, a sum that it was obliged to pay another Signatory(s) under the terms of this Omnibus Agreement, the Arbitrator shall award that other Signatory(s) interest on the unpaid or underpaid payment at the prime rate as published in the Wall Street Journal on the date that the unpaid or underpaid payment was due (or, if the actual cost of replacement funds was greater than the prime rate, the prevailing party’s actual cost of replacement funds), running from the date that the unpaid amount was required to be paid under this Omnibus Agreement until such amount is paid.

16. No Waiver . Failure to insist on compliance with any term or provision contained in this Omnibus Agreement shall not be deemed a waiver of that term or provision, nor shall any waiver or relinquishment of any right or power contained in this Omnibus Agreement at any one time or more times be deemed a waiver or relinquishment of any right or power at any other time or times.

17. Severability . The provisions of this Omnibus Agreement are severable, and if any provision of this Omnibus Agreement is determined by a court or arbitrator of competent jurisdiction or agreed by the Signatories to be invalid, void or unenforceable, this shall not affect the validity or enforceability of the remainder of this Omnibus Agreement or any other provision, and this Omnibus Agreement may be enforced as if any such invalid, void or unenforceable provision were stricken.

18. Further Actions . Each party hereto agrees to take any and all actions reasonably necessary in order to effectuate the intent, and to carry out the provisions, of this Omnibus Agreement, including without limitation negotiating in good faith to conform this Omnibus Agreement as necessary to accomplish its purposes.

19. Authority of Signatory . Each of the undersigned individuals signs on behalf of, and represents and warrants that he or she has the authority and authorization to sign on behalf of and bind, the corporations, banks, companies, or entities identified immediately above his or her signature, and upon such execution this Omnibus Agreement shall as of the Effective Date be a valid and binding obligation of such entity.

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20. Signatory’s Opportunity to Obtain Legal Advice . Each Signatory represents and warrants that it has had an opportunity to seek and has sought independent legal advice from attorneys of its choice and other advice from such accountants and other professionals as it deems appropriate, in each case with respect to the advisability of executing this Omnibus Agreement, and such Signatory has carefully read this Omnibus Agreement and has made such investigation of the facts pertaining to this Omnibus Agreement as it deems necessary.

21. Additional Signatories . This Omnibus Agreement may be amended to include additional Signatories only if each Signatory to this Omnibus Agreement consents in writing.

22. Notice . All notices required or permitted under this Agreement shall be in writing and delivered by any method providing proof of delivery, including facsimile. Any notice shall be deemed to have been given on the date of delivery. Notices shall be delivered to the Signatories at the addresses set forth next to the signature blocks below unless and until a different address has been designated in writing by a Signatory.

23. Miscellaneous . For the purposes of this Agreement, to the extent any Signatory is required to obtain a “release” of another Signatory, any such release shall also include each Signatory’s parents, subsidiaries, predecessors, successors, assigns and affiliates within the scope of the release.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the undersigned parties have caused the execution of this Omnibus Agreement.

Bank of America, N.A.,

MBNA America (Delaware),

FIA Card Services N.A. (f/k/a Bank of America, N.A. (USA)

and MBNA America Bank, N.A.),

Bank of America Corporation, and

NB Holdings Corporation

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Capital One Bank, (USA), N.A., Capital One, F.S.B., Capital One, N.A., Capital One Financial Corporation

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JPMorgan Chase Bank, N.A., as acquirer of certain assets and liabilities of Washington Mutual Bank from the Federal Deposit Insurance Corporation acting as receiver

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The PNC Financial Services Group, Inc., successor by merger to National City Corporation

PNC Bank, National Association, successor by merger to National City Bank and National City Bank of Kentucky

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ATTACHMENT 1

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Exhibit 10.34

MASTERCARD SETTLEMENT AND JUDGMENT SHARING AGREEMENT

WHEREAS, this MasterCard Settlement and Judgment Sharing Agreement (“Agreement”) applies to the undersigned parties (each a “Signatory,” and together the “Signatories”), who have been or may be named as defendants in the Interchange Litigation as that term is defined in Paragraph 1 below;

WHEREAS, the plaintiffs in the Interchange Litigation (the “Claimants”) have asserted or may assert claims based on (i) certain alleged rules, policies, practices, procedures, and activities of MasterCard International Incorporated and MasterCard Incorporated (collectively, “MasterCard”); (ii) certain alleged rules, policies, practices, procedures, and activities of Visa U.S.A. Inc. (“Visa USA”), Visa International Service Association (“Visa International”) and Visa Inc. (“Visa Inc.”) (collectively, “Visa”); and (iii) certain alleged activities of Visa, MasterCard, and other Signatories as they relate to the foregoing rules, policies, practices, procedures and activities; and

WHEREAS the Signatories seek to apportion certain potential liabilities that may be incurred in the Interchange Litigation (i) in the event of one or more Settlements (as defined in Subparagraph 3(c) below) or (ii) in the event of one or more Final Judgments (as defined in Subparagraph 4(b) below);

NOW, THEREFORE, intending to be bound, and in consideration of the mutual covenants and agreements contained herein, the Signatories hereby agree, as of the Effective Date as defined in Paragraph 19 below, as follows:

1. Definition of Interchange Litigation . For the purposes of this Agreement, “Interchange Litigation” refers to (i) the putative class actions (the “Class Action”) in In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation , Case No. 1:05-md-1720-JG-JO (“MDL 1720”); (ii) the actions by individual plaintiffs that as of the Effective Date have been transferred to MDL 1720 for coordinated or consolidated pretrial proceedings (the “Individual Plaintiff Actions”); (iii) any actions by one or more of the entities listed on Attachment 1, or by their direct or indirect parents, subsidiaries, predecessors, successors, assigns, or affiliates, that assert claims against one or more Signatories, or their respective parents, subsidiaries, predecessors, successors, assigns, or affiliates, similar to those asserted in the Individual Plaintiff Actions and which are commenced on or before the last date on which Settlements or Final Judgments have occurred in all of the Individual Plaintiff Actions (“Subsequent Individual Plaintiff Actions”); and (iv) any action other than those within (i), (ii), and (iii) above in this paragraph that falls within definitions 4(i), 4(ii), or 5 of Schedule A to the Visa LSA or that challenges the agreements leading up to or the consummation of the MasterCard initial public offering and is transferred for coordinated or consolidated pre-trial proceedings at any time after the Effective Date to MDL 1720 by the Judicial Panel on

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Multidistrict Litigation or otherwise included at any time after the Effective Date in MDL 1720 by order of any court of competent jurisdiction (“Opt-Out Actions”). (A plaintiff asserting claims that constitute an Individual Plaintiff Action, Subsequent Individual Plaintiff Action, or Opt-Out Action is referred to herein as an “Individual Plaintiff.”) For the avoidance of doubt, the Settlement-Sharing Payment Obligations and Judgment-Sharing Payment Obligations (as set forth in Paragraphs 3 and 4 respectively below) under this Agreement apply to every action included in the Interchange Litigation as defined herein, regardless of whether a Signatory has been named as a defendant in a particular action.

2. Judgment Sharing and Settlement Sharing Agreement . This Agreement shall operate as both a judgment sharing agreement and as a settlement sharing agreement.

3. Signatories’ Settlement-Sharing Payment Obligations . In the event of either (i) a Settlement of All Claims (as defined in Subparagraph 3(a) below) in the Class Action, any Individual Plaintiff Actions, or any Subsequent Individual Plaintiff Actions, or (ii) a Settlement of MasterCard-Related Claims Only (as defined in Subparagraph 3(b) below) in any action in the Interchange Litigation (including any Opt-Out Action), the Signatories agree that the total value of the Monetary Portion (as defined in Subparagraph 3(f) below) of any such settlement of such claims shall be allocated among the Signatories for payment by each of them as set forth in this Paragraph below for the purpose of establishing a Signatory’s Settlement-Sharing Payment Obligation under this Agreement (as to each Signatory, its “Settlement-Sharing Payment Obligation”). For the avoidance of doubt, it is not intended that this Agreement shall create any obligation for any Signatory to enter into any Settlement; it is intended, however, that this Agreement shall establish a Settlement-Sharing Payment Obligation of each Signatory in the event of a Settlement of All Claims or a Settlement of MasterCard-Related Claims Only as defined below.

a. Settlement of All Claims . Other than as to settlements that are covered by Subparagraph 3(b) below, in the event of either (i) a Settlement (as defined in Subparagraph 3(c) below) of all claims in the Class Action that is agreed to by all Signatories (with the exception of any Signatory that has entered into a Partial Settlement (as defined in Subparagraph 3(c) below) of, or has otherwise received a release of, all claims asserted against it in the Class Action), or (ii) a Settlement by an Individual Plaintiff (other than an Individual Plaintiff in an Opt-Out Action) of all claims that it asserts in each and every action in the Interchange Litigation and that is agreed to by all Signatories (with the exception of any Signatory that has entered into a Partial Settlement of, or has otherwise received a release of, all claims asserted against it by that Individual Plaintiff) (each of the foregoing constituting a “Settlement of All Claims”), each Signatory hereto shall have a “Settlement-Sharing Payment Obligation” under this Agreement with respect to the Monetary Portion of such a Settlement that shall be calculated as follows: (A) as provided under the terms of the Omnibus Agreement Regarding Interchange Litigation Judgment Sharing And Settlement Sharing dated as of February 7, 2011 (“Omnibus Agreement”), the total value of the Monetary Portion of the Settlement agreed to be paid (“Total Settlement Amount”) shall be

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divided into a “MasterCard Portion” and a “Visa Portion” using the following percentages: MasterCard Portion: 33.3333%, and Visa Portion: 66.6667%; (B) the MasterCard Portion of the Settlement shall be allocated among each of the Signatories according to percentages for each Signatory set forth in Table 1 below ( provided that, in the event that one or more Partial Settlements (as defined below) occur prior to a Settlement of All Claims, such that the agreement of the Settling Signatory to the Settlement of All Claims is not required hereunder, the percentage share listed in Table 1 for each Signatory participating in the Settlement of All Claims shall be adjusted as provided in Subparagraph 3(d) below); and (C) the Visa Portion of the Settlement shall be allocated as a “Visa Litigation Obligation” in accordance with Sections 3(a) and 3(b) of the Visa LSA (as defined in Subparagraph 6(d) below) and treated as a Visa Litigation Obligation under the Visa LSA and as being exclusive of any “JSA MasterCard Portion” as that term is used in Section 3 of the Visa LSA, notwithstanding any contrary provisions in the Visa LSA or the Visa JSA (including without limitation Section 12 of the Visa JSA). For the purposes of clarity, in the event of a Settlement of All Claims by all Signatories, MasterCard’s Settlement-Sharing Payment Obligation under this Agreement shall be 12% (which is equivalent to 36.0000% of 33.3333%) of the Total Settlement Amount.

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b. Settlement of MasterCard-Related Claims Only . In the event of either (i) a Settlement of all MasterCard-Related Claims in the Class Action that is agreed to by all Signatories (with the exception of any Signatory that has entered into a Partial Settlement of, or has otherwise received a release of, all MasterCard-Related Claims asserted against it in the Class Action) or (ii) a Settlement by an Individual Plaintiff of all MasterCard-Related Claims asserted by it in an Individual Plaintiff Action, a Subsequent Individual Plaintiff Action, or an Opt-Out Action that is agreed to by all Signatories (with the exception of any Signatory that has entered into a Partial Settlement of, or has otherwise received a release of, all MasterCard-Related Claims asserted against it by that Individual Plaintiff) (each of the foregoing constituting a “Settlement of MasterCard-Related Claims Only”) each Signatory shall have a Settlement-Sharing Payment Obligation under this Agreement with respect to the Monetary Portion of such a Settlement that shall be calculated according to percentages set forth in Table 1 above, provided that, in the event that one or more Partial Settlements (as defined below) occur prior to a Settlement of MasterCard-Related Claims Only, such that the agreement of the Settling Signatory to the Settlement of MasterCard-Related Claims Only is not required hereunder, the percentage share listed in Table 1 for each Signatory participating in the payment of the Settlement of MasterCard-Related Claims Only shall be adjusted as provided in Subparagraph 3(d) below.

c. Definition of Settlement and Partial Settlement . “Settlement” refers to a written settlement agreement that compromises, settles, and releases claims that are asserted in the Interchange Litigation. A “Partial Settlement” refers to a Settlement by any Signatory (or by any of a Signatory’s parents, subsidiaries, predecessors, successors, assigns, affiliates, or any other person or entity obtaining a release of the Signatory) that has been agreed to by less than all Signatories (excluding any Signatories who have previously received a full release or the benefit of a full release of all claims asserted by the settling Claimant). Each Signatory agrees to provide such notice promptly after the execution of such a settlement agreement by all parties to that agreement in accordance with the notice provision in Paragraph 29 below.

d. Adjustment of Table 1 Percentages . In the event that one or more Partial Settlement(s) (as defined above) occurs prior to a Settlement of All Claims with the same Claimant(s) as the Partial Settlement(s), such that the agreement of the Settling Signatory to the Settlement of All Claims is not required hereunder, the percentage share listed in Table 1 for each Signatory participating in the Settlement of All Claims shall be increased by an identical multiple such that the sum of the percentages for all Signatories participating in the Settlement of All Claims with the same Claimant(s) is equal to 100% of the MasterCard Portion. In the event that one or more Partial Settlement(s) (as defined above) occurs prior to a Settlement of MasterCard-Related Claims Only with the same Claimant(s) as the Partial Settlement(s), such that the agreement of the Settling Signatory to the Settlement of MasterCard-Related Claims Only is not required hereunder, the percentage share listed in Table 1 for each Signatory

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participating in the payment of the Settlement of MasterCard-Related Claims Only with the same Claimant(s) shall be increased by an identical multiple such that the sum of the percentages for all Signatories participating in the Settlement of MasterCard-Related Claims Only is equal to 100%.

e. Definitions of MasterCard-Related Claims, Visa-Related Claims, and Inter-Network Claims .

i. “MasterCard-Related Claims” refers to any claims that are or may be asserted in the Interchange Litigation as to which MasterCard and/or some or all of the Signatory banks are alleged to be liable solely by virtue of the conduct of or participation in the MasterCard payment system.

ii. “Visa-Related Claims” refers to any claims that are or may be asserted in the Interchange Litigation as to which Visa and/or some or all of the Signatory banks are alleged to be liable solely by virtue of the conduct of or participation in the Visa payment system.

iii. “Inter-Network Claims” refers to any claims that are or may be asserted in the Interchange Litigation as to which MasterCard and Visa are alleged to have joint liability or as to which the liability of a Signatory is alleged to arise from alleged anticompetitive conduct jointly undertaken by or through Visa and MasterCard.

f. Definition of Monetary Portion . “Monetary Portion” means the money agreed to be paid in any settlement in respect of claims for compensatory, punitive, treble, or other damages, court costs, attorneys’ fees, or expenses, including any interest thereon. For the avoidance of doubt, “Monetary Portion” shall exclude the cost or value of or any payment for any other consideration or relief provided in the settlement, including without limitation any rate, fee, marketing, or support agreements.

4. Signatories’ Judgment-Sharing Payment Obligations .

a. In the event one or more Signatories litigates one or more of the actions or claims in the Interchange Litigation to a Final Judgment (as defined in Subparagraph 4(b) below), and that Final Judgment results in a Monetary Award (as defined in Subparagraph 4(c)), the Signatories agree that, subject to Subparagraph 4(a)(iv) below, each Signatory’s payment obligation with respect to the total value of the Monetary Award (as to each Signatory, its “Judgment-Sharing Payment Obligation”) shall be as follows:

i. With respect to the amount of any Monetary Award (or portion thereof) that is assigned in some discernible manner solely to conduct of or participation in the MasterCard payment system, that amount shall be deemed assigned to MasterCard-Related Claims and each Signatory’s Judgment-Sharing Payment Obligation with respect to that amount of the Monetary Award shall be calculated according to the percentages set forth on Table 1 above.

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ii. With respect to the amount of any Monetary Award (or portion thereof) that is assigned in some discernible manner solely to conduct of or participation in the Visa payment system, that amount shall be deemed assigned to Visa-Related Claims and this Agreement does not allocate to any Signatory a Judgment-Sharing Payment Obligation with respect to that amount of the Monetary Award.

iii. To the extent the amount of any Monetary Award (or portion thereof) is not assigned in some discernible manner solely to conduct of or participation in either (a) the MasterCard payment system as set forth in Subparagraph 4(a)(i) above or (b) the Visa payment system as set forth in Subparagraph 4(a)(ii) above, that amount shall be deemed assigned to Inter-Network Claims and each Signatory’s Judgment-Sharing Payment Obligation under this Agreement with respect to that amount shall be calculated as follows: (x) the amount of any Monetary Award (or portion thereof) that is assigned to any Inter-Network Claims shall be divided into a “MasterCard Portion” and a “Visa Portion” using the percentages set forth in Subparagraph 3(a) above; and (y) the MasterCard Portion of which shall be allocated for payment among the Signatories according to the percentages set forth on Table 1 above. For the avoidance of doubt, the Signatories expressly agree that MasterCard’s Judgment-Sharing Payment Obligation with respect to the Visa Portion of the amount of any Monetary Award (or portion thereof) that is assigned to any Inter-Network Claims shall be 0.00%.

iv. For the avoidance of doubt, the Signatories intend that the Judgment-Sharing Payment Obligations under this Agreement of any Settling Signatory (as defined in this Subparagraph below) shall be deemed to be fully satisfied with respect to such settled claims only if the Settling Signatory has entered into a Setoff Agreement that complies with the provisions of Paragraph 6 below. In the event that any Settling Signatory does not obtain a Setoff Agreement as provided under Paragraph 6, any such Settling Signatory will continue to have Judgment-Sharing Payment Obligations under this Agreement as to any MasterCard-Related Claims and any Inter-Network Claims calculated according to Subparagraphs 4(a)(i) and (iii) above. For the purposes of this Agreement, “Settling Signatory” refers to any Signatory that settles or otherwise obtains a release or the benefit thereof (including by virtue of settlement by any of the Signatory’s parents, subsidiaries, predecessors, successors, assigns, affiliates or by any other Signatory, person or entity obtaining a release of the Signatory) of one or more actions or claims other than as part of a Settlement of All Claims or a Settlement of MasterCard-Related Claims Only.

b. For purposes of this Agreement, “Final Judgment” means a judgment (including any award of compensatory, punitive, treble, or other damages, court costs, attorneys’ fees, or expenses, including any interest thereon) entered by a court upon the conclusion of a trial or summary judgment proceedings in the Interchange Litigation, or any other procedural vehicle other than a Settlement (as defined in Subparagraph 3(c) above) by means of which a court enters final judgment on any of Claimants’ claims, which judgment (a) is immediately enforceable and has not been stayed pending appeal or (b) becomes final after exhaustion of all appeals or other judicial review or expiration of the time to obtain further judicial review.

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c. For purposes of this Agreement, “Monetary Award” means the amount of any award of damages or other monetary compensation to a Claimant awarded by a court or jury in the Interchange Litigation, including any award of compensatory, punitive, treble, or other damages, court costs, attorneys’ fees, or expenses, including any interest thereon, before any offset or reduction by operation of law on account of settlement payments by any other entity that do not comply with the provisions of Paragraph 6 of this Agreement. For the avoidance of doubt, “Monetary Award” shall not include the cost or value of any injunctive, equitable, or declaratory relief. In the event that (a) a competent court or arbitrator finally determines that one or more of the provisions in Paragraph 6 of this Agreement is ineffective or unenforceable, or (b) a Settling Signatory does not fully comply with the provisions of Paragraph 6 of this Agreement, any payments to a Claimant by such Settling Signatory shall, to the extent and in the amount that such payments reduce the amount of a Monetary Award that may be enforced against other Signatories, be deemed partial payments by such Settling Signatory of its Judgment-Sharing Payment Obligation.

5. Payment Mechanism . Subject to Paragraph 6 of this Agreement, within eight calendar days after (a) entry of a Final Judgment, (b) the entry of an order requiring that payment be made as part of a Settlement of the Class Action, or (c) the execution by all parties thereto of any Settlement of any Individual Plaintiff Action, Subsequent Individual Plaintiff Action, or Opt-Out Action, each Signatory hereto shall cause the amount of its Settlement-Sharing Payment Obligation or Judgment-Sharing Payment Obligation (as applicable) under this Agreement to be paid, by wire transfer, into a segregated escrow account (the “MasterCard-Related Payment Escrow Account”) to be established for the receipt of such funds from the Signatories and for the payment of the Settlement or Final Judgment to be paid by Signatories to Claimants in accordance with this Agreement. Notwithstanding the foregoing, (i) the Signatories may provide in a Settlement agreement for an alternative mechanism for the timing of the Signatories’ payment of any Settlement-Sharing Payment Obligation under this Agreement, or (ii) in the event that a stay is granted with respect to the Monetary Portion (or portion thereof) of any Final Judgment, then the time contemplated for the Signatories to satisfy its Judgment-Sharing Payment Obligation with respect to that Monetary Award (or portion thereof) shall run from the date on which the stay is lifted.

6. Partial Settlement . Nothing in this Agreement should be construed as precluding any Signatory’s authority to settle, at its sole discretion, any claims asserted against it.

a. A Settling Signatory will have no Judgment-Sharing Payment Obligations under this Agreement with respect to the claims settled by such Settling Signatory if, and only if, the settlement agreement with the Claimant includes the following provisions (a “Setoff Provision”) with respect to those claims: (i) a provision pursuant to which each settling Claimant agrees not to collect as a result of a judgment from any other Signatory, any other defendant in the Interchange Litigation, or any affiliates of the foregoing, an amount equal to the greater of the following (x) and (y) (with the amounts set forth in (x) to be allocated as set forth therein): (x) to the extent a Claimant settles, compromises or releases (a) any MasterCard-Related Claims against

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the Settling Signatory, the judgment-sharing payment obligations of the Settling Signatory with respect to MasterCard-Related Claims under all Sharing Agreements to which the Settling Signatory is a party (however those claims are described therein), and (b) any Inter-Network Claims against the Settling Signatory, the judgment-sharing payment obligations of the Settling Signatory with respect to Inter-Network Claims under all Sharing Agreements to which the Settling Signatory is a party (however those claims are described therein), or (y) the amount paid by the Settling Signatory to the Claimant; and (ii) a provision stating that the other Signatories to this Agreement, and other signatories to the Omnibus Agreement, and any affiliates of the foregoing, are intended third party beneficiaries of the Setoff Provision. For the avoidance of doubt, the Setoff Provision shall provide that the agreement of the settling Claimant(s) not to collect the greater of the Settling Signatory’s judgment-sharing payment obligation or the amount paid by the Settling Signatory to the Claimant from any other Signatory or other party in the Interchange Litigation shall apply to the full amount of any Monetary Award (including any trebling) against one or more non-Settling Signatories even if the Settling Signatory is not identified as a responsible party in the Final Judgment.

b. In the event that a competent court or arbitrator finally determines that one of the foregoing provisions in this Paragraph is ineffective or unenforceable in whole or in part, or if the Settling Signatory does not include in its settlement agreement the provisions required by this Paragraph, the Settling Signatory will be obligated to satisfy its Judgment-Sharing Payment Obligations as required pursuant to Paragraph 4 of this Agreement.

c. Notwithstanding anything in this Agreement to the contrary, payments to a Claimant by a Settling Signatory shall be deemed payments by such Settling Signatory pursuant to this Agreement to the extent and in the amount that such payments reduce the amount of a Final Judgment with respect to any MasterCard-Related Claims or Inter-Network Claims that may be enforced against other Signatories.

d. For the purposes of this Agreement, “Sharing Agreements” refers collectively to (i) this Agreement, (ii) the Omnibus Agreement, (iii) the Interchange Judgment Sharing Agreement dated as of July 1, 2007, among Visa USA, Visa International, Visa Inc. and various financial institutions, as amended and restated in the Amended and Restated Judgment Sharing Agreement dated as of December 16, 2008, and as amended and to which the parties consented to amendment on February 7, 2011 in the “Consent to Amendment of Interchange Judgment Sharing Agreement” (the “Visa JSA”); and (iv) the Loss Sharing Agreement dated as of July 1, 2007, among Visa Inc., Visa International, Visa USA, and various financial institutions, as amended and restated in the Amended and Restated Loss Sharing Agreement dated as of December 16, 2008, and as amended and to which the parties consented to amendment on February 7, 2011 in the “Consent to Amendment of Loss Sharing Agreement” (the “Visa LSA”). The Visa JSA and Visa LSA are referred to collectively herein as the “Visa Agreements.”

7. Negotiation of Take-Down and Reverter Provisions . In connection with any potential Settlement of All Claims asserted in the Class Action by all Signatories named

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as defendants in the Class Action at that time (a “Class Action Settlement”) or any Settlement of the Class Action with respect to MasterCard-Related Claims Only (“MasterCard-Related Claims Only Class Action Settlement”), the Signatories agree to use their Reasonable Best Efforts (as defined in Subparagraph 7(c) below) to include provisions in any such settlement agreement with respect to such actions (“Class Action Settlement Agreement”) as set forth in Subparagraphs 7(a) and 7(b) below.

a. Take-Down Provision . The Signatories agree to use their Reasonable Best Efforts to include in any Class Action Settlement Agreement a provision (the “Take-Down Provision”) whereby, in the event of such a Class Action Settlement (or MasterCard-Related Claims Only Class Action Settlement, as applicable), the aggregate total amount of the Monetary Portion of the Class Action Settlement (or of the MasterCard-Related Claims Only Class Action Settlement, as applicable) that would have been distributed to any Claimants that elect to opt out of the class (“Opt-Out Plaintiffs”) if those Opt-Out Plaintiffs had instead elected to remain members of the class and receive distributions under the Class Action Settlement (or of the MasterCard-Related Claims Only Class Action Settlement, as applicable) shall be deducted from the Monetary Portion of the Class Action Settlement (or of the MasterCard-Related Claims Only Class Action Settlement, as applicable) to be paid under the Class Action Settlement Agreement (“Total Fund”).

b. Reverter Provision . The Signatories agree to use their Reasonable Best Efforts to include in any Class Action Settlement Agreement a provision (the “Reverter Provision”) whereby any Monetary Portion of the Class Action Settlement (or MasterCard-Related Claims Only Class Action Settlement, as applicable) allocated to members of the class that fail to file a claim form within the time period prescribed in the order approving the Class Action Settlement Agreement (“Non-Filing Class Members”), as well as any interest that has accrued on that Monetary Portion (collectively, the “Reverter Funds”), shall be deducted from the Total Fund, and returned to the settling Signatories in proportion to each such Signatory’s contribution.

c. Meaning of Reasonable Best Efforts . As used herein, the obligation to use Reasonable Best Efforts shall mean the obligation of each Signatory to engage in good faith negotiation with the class plaintiffs and make a reasonable, diligent and good faith effort to obtain both a Take-Down Provision and a Reverter Provision in a Class Action Settlement Agreement. In doing so, a Signatory shall be permitted to take actions that are consistent with its own interests and shall not be required to take actions that are futile or involve significant disproportionate costs to such Signatory.

8. Establishment and Administration of the MasterCard-Related Payment Escrow Account .

a. The Signatories agree to establish pursuant to a customary form of escrow agreement reasonably acceptable to the Signatories a MasterCard-Related Payment Escrow Account. The MasterCard-Related Payment Escrow Account shall be administered by an “Administrator.” The Administrator shall be designated by the

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Signatories by a simple “per capita” majority vote of the Signatories. The Signatories, at any time, by a simple “per capita” majority vote of the Signatories, may terminate the Administrator and, in that event, or in the event that the Administrator resigns, the Signatories shall, by a simple “per capita” majority vote of the Signatories, designate another Administrator. The Administrator shall administer the provisions of this Agreement and the funds contributed under it in accordance with the terms and provisions of the escrow agreement establishing the MasterCard-Related Payment Escrow Account. Signatories and their counsel shall cooperate with the Administrator to facilitate the exercise of the Administrator’s duties. The Administrator is authorized to pay from the MasterCard-Related Payment Escrow Account all expenditures as provided in the escrow agreement. The Administrator’s duties shall include (a) filing tax returns and all other documents required by the Internal Revenue Service or any state or local taxing authority in connection with the MasterCard-Related Payment Escrow Account and (b) paying from the MasterCard-Related Payment Escrow Account (as appropriate) any Tax Expenses with respect to such Escrow Account. For the purposes of this Agreement, “Tax Expenses” means all taxes on the income earned in the MasterCard-Related Payment Escrow Account, and all fees and expenses incurred in connection with such taxation (including, without limitation, any tax penalties and expenses of tax attorneys and accountants).

b. The Signatories agree that the funds in the MasterCard-Related Payment Escrow Account shall be free and clear of all liens, security interests, encumbrances, pledges, mortgages, rights, options and claims of any kind and of any person or entity (including any participation interests and any consent rights), whether written or oral, vested or unvested, contingent or outright. In furtherance and not in limitation of the foregoing, none of the funds in any the MasterCard-Related Payment Escrow Account shall be subject to any claims by or of creditors of any of the Signatories or any affiliates thereof. Each Signatory hereby warrants and represents that neither the Signatory nor any of its affiliates (other than any of their portfolio companies and subsidiaries thereof) has been declared bankrupt or insolvent, has made any general assignment, arrangement or composition with or for the benefit of its creditors, or is or will be within ninety (90) days of the date of this Agreement, the subject of any bankruptcy, insolvency, receivership, winding-up, dissolution or liquidation or similar proceedings or processes, whether voluntary or involuntary, that would impact the funds in the MasterCard-Related Payment Escrow Account.

9. Effect on Other Potential Claims as Between the Signatories . This Agreement is in lieu of any other rights of contribution, indemnity, reimbursement, or sharing, including, without limitation, (i) any rights that any Signatory might otherwise have to seek indemnity or contribution from any other Signatory in connection with the Interchange Litigation, and (ii) any other claims, suits, or causes of action, among or between the Signatories (including the Signatories’ direct or indirect parents, subsidiaries, predecessors and successors) in connection with the Interchange Litigation. Notwithstanding the foregoing, nothing in this Agreement affects any potential claims or obligations between Signatories that may arise under the Visa LSA, the Visa JSA, or the Omnibus Agreement.

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10. Third Parties . This Agreement is made and shall be binding on and inure solely to the benefit of the Signatories and their respective direct or indirect parents, subsidiaries, predecessors, successors or permitted assigns, but otherwise confers no rights or defenses upon any non-Signatory. Except as provided below, 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. If, after the Effective Date, any person or entity that is a non-Signatory, as a result of any merger, purchase of assets, reorganization or other transaction, acquires or succeeds to all or substantially all of the business or assets of a Signatory (the “Acquired Signatory”), then such Acquired Signatory shall, as a condition precedent to the effectiveness of any such merger, purchase of assets, reorganization or other transaction, obligate in writing such acquiring person or entity to be bound by, and honor all of, the provisions of this Agreement and shall take all necessary steps to ensure that such person or entity is bound by the same payment obligations and all other obligations of the Acquired Signatory as provided for in this Agreement.

11. Effect of Overturned, Modified, or New Judgment . If (i) a Monetary Award (or portion thereof) is modified at any time after it becomes part of a Final Judgment and, as so modified (the “Modified Award”), becomes final after exhaustion of all appeals or other judicial review or expiration of the time to obtain further judicial review, or (ii) after a Final Judgment is vacated or overturned, a new Monetary Award (“New Award”) is subsequently entered as part of a Final Judgment, then the sharing obligations of each Signatory shall be recalculated under the terms of this Agreement to reflect the Modified Award or New Award, as applicable.

12. Repayment as a Result of Reversal, Vacatur, or Modification of a Final Judgment . If a Claimant received payment from a Signatory based on a Monetary Award (or portion thereof) in the Interchange 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 Monetary Award in a Final Judgment (an “Undue Payment”), and if a Signatory later succeeds in recovering the Undue Payment 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 Undue Payment is recovered by a Signatory, however, the Undue Payment shall be treated as a payment towards the satisfaction of a Monetary Award for purposes of this Agreement, provided that the Undue Payment was made in satisfaction or partial satisfaction of what was, at the time the payment was made, a Monetary Award as defined by this Agreement.

13. No Admission of Liability . Nothing contained herein is intended to be, nor shall be deemed to be, an admission of any liability to anyone or an admission of the existence of facts upon which liability could be based other than to the Signatories pursuant to the terms of this Agreement.

14. Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts entered into and to be performed entirely within the State of New York. All Signatories hereby agree

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that this Agreement is consistent with public policy and hereby covenant and agree not to make any assertion to the contrary.

15. Confidentiality . 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.

16. Joint Authorship . This Agreement shall be treated as though it was jointly drafted by all Signatories, and any ambiguities shall not be construed for or against any Signatory on the basis of authorship.

17. Entire Agreement . This MasterCard Settlement and Judgment Sharing Agreement, together with the Omnibus Agreement, constitutes the entire and only agreements among the undersigned parties with respect to the subject matter hereof and any other representation, promise, or condition in connection therewith shall not be binding upon any of the Signatories, except to the extent set forth herein or in the Omnibus Agreement. This Agreement shall not be amended or modified except by a written amendment executed by an authorized representative of each Signatory.

18. Execution in Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument.

19. Effective Date . This Agreement shall be effective as of the date on which (a) all entities listed on the signature pages hereto have executed the Agreement; and (b) all entities listed on the signature pages thereto have executed each of the Omnibus Agreement, Consent to Amendment of Interchange Judgment Sharing Agreement, and Consent to Amendment of Loss Sharing Agreement (the “Effective Date”).

20. Disputes to be Arbitrated . Any dispute arising out of or relating to this Agreement, including but not limited to a dispute relating to the breach, enforceability, interpretation, application, or scope of any aspect of this Agreement (including, without limitation, a dispute relating to the breach, enforceability, interpretation, application, or scope of any aspect of this arbitration clause), or a dispute referring or relating to the amount of any payment obligation created by this Agreement, shall be finally resolved by arbitration in accordance with the Center for Public Resources (“CPR”) Rules for Non-Administered Arbitration in effect on the date of this Agreement, by Prof. Eric Green or Hon. Edward Infante (Ret.) or, if both of the foregoing are unavailable, by one independent and impartial arbitrator to be agreed upon by the disputants or, in the absence of such an agreement, appointed by the CPR. The arbitration shall be governed

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by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. The place of arbitration shall be New York, New York, unless otherwise agreed by the parties to the arbitration.

21. Remedies in Arbitration . 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 any Signatory(ies) or its affiliate(s) underpaid or declined to pay a sum that it was obliged to pay any other Signatory(ies) under the terms of this Agreement, the Arbitrator shall award that other Signatory(ies) interest on the unpaid or underpaid payment at the prime rate as published in the Wall Street Journal on the date that the unpaid or underpaid payment was due (or, if the actual cost of replacement funds was greater than the prime rate, the prevailing party’s actual cost of replacement funds), running from the date that the unpaid amount was required to be paid under this Agreement until such amount is paid.

22. No Waiver . Failure to insist on compliance with any term or provision contained in this Agreement shall not be deemed a waiver of that term or provision, nor shall any waiver or relinquishment of any right or power contained in this Agreement at any one time or more times be deemed a waiver or relinquishment of any right or power at any other time or times.

23. Severability . The provisions of this Agreement are severable, and if any provision of this Agreement is determined by a court or arbitrator of competent jurisdiction or agreed by the Signatories to be invalid, void or unenforceable, this shall not affect the validity or enforceability of the remainder of this Agreement or any other provision, and this Agreement may be enforced as if any such invalid, void or unenforceable provision were stricken.

24. Further Actions . Each party hereto agrees to take any and all actions reasonably necessary in order to effectuate the intent, and to carry out the provisions, of this Agreement, including without limitation negotiating in good faith to conform this Agreement as necessary to accomplish its purposes.

25. Authority of Signatory . Each of the undersigned individuals signs on behalf of, and represents and warrants that he or she has the authority and authorization to sign on behalf of and bind, the corporations, banks, companies, or entities identified immediately above his or her signature, and upon such execution this Agreement shall as of the Effective Date be a valid and binding obligation of such entity.

26. Signatory’s Opportunity to Obtain Legal Advice . Each Signatory represents and warrants that it has had an opportunity to seek and has sought independent legal advice from attorneys of its choice and other advice from such accountants and other professionals as it deems appropriate, in each case with respect to the advisability of

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executing this Agreement, and such Signatory has carefully read this Agreement and has made such investigation of the facts pertaining to this Agreement as it deems necessary.

27. Additional Signatories . This Agreement may be amended to include additional Signatories only if each Signatory to this Agreement consents in writing.

28. Effect of More Favorable Agreement . Each of MasterCard International Incorporated and MasterCard Incorporated hereby represents and warrants to each Signatory as of the date hereof that, except for this Agreement, and the Omnibus Agreement Regarding Interchange Litigation Judgment Sharing and Settlement Sharing, none of MasterCard International Incorporated or MasterCard Incorporated is a party as of the date hereof to any agreement with any other person with respect to the sharing of any Final Judgment in the Interchange Litigation or global settlement in the Interchange Litigation within the scope of this Agreement. In the event that at any time after the date hereof MasterCard International Incorporated or MasterCard Incorporated enters into any agreement with any member of MasterCard named as a defendant in any action in the Interchange Litigation relating to such member’s obligations with respect to the Interchange Litigation on terms that are more favorable, in the aggregate, than the terms contained in this Agreement (any such agreement, an “Alternative Agreement”), then MasterCard International Incorporated or MasterCard Incorporated shall disclose the existence and terms of such Alternative Agreement to all Signatories within five (5) days after entering into such Alternative Agreement and shall offer to each Signatory the right to substitute the terms of the Alternative Agreement for the terms of this Agreement, or shall offer to enter into an amendment to this Agreement in order to provide each Signatory with the benefit of any more favorable terms contained in such Alternative Agreement.

29. Notice . All notices required or permitted under this Agreement shall be in writing and delivered by any method providing proof of delivery, including facsimile. Any notice shall be deemed to have been given on the date of delivery. Notices shall be delivered to the Signatories at the addresses set forth next to the signature blocks below unless and until a different address has been designated in writing by a Signatory.

30. Miscellaneous . For the purposes of this Agreement, to the extent any Signatory is required to obtain a “release” of another Signatory, any such release shall also include each Signatory’s parents, subsidiaries, predecessors, successors, assigns and affiliates within the scope of the release.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the undersigned parties have caused the execution of this Agreement.

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ATTACHMENT 1

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