Sponsorship Agreement

• Expiration Date: 30 June 2001
• Parties: National Processing Company, ("NPC"), National City Bank of Kentucky, ("NCB")
• State: Kentucky
• Renewal Term: successive 1 year
• Section: Commercial Contracts

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EXHIBIT 10.4

SPONSORSHIP AGREEMENT

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This Sponsorship Agreement is made between National Processing

Company ("NPC") and National City Bank of Kentucky ("NCB") effective June 30,

1996 ("Effective Date").

WITNESSETH:

WHEREAS, NCB is a member in good standing of Visa U.S.A., Inc.

("Visa") and a member in good standing of MasterCard International, Incorporated

("MasterCard"); and

WHEREAS, NPC, pursuant to its arrangements with NCB, a member

of Visa and MasterCard, provides data processing, settlement and authorization

services for merchants who participate in the Visa and MasterCard bankcard

programs (such activities being referred to as "Merchant Bankcard Business");

and

WHEREAS, NPC and NCB have concluded that it is in their mutual

best interests for NPC to continue to act as an agent of NCB for purposes of

providing data processing, settlement and authorization services for merchants

with respect to their Visa and MasterCard transactions and in connection with

such agency arrangement, for NPC to continue to use NCB for certain banking

relationships; and

WHEREAS, the parties desire to formalize the terms and

conditions on which NPC will act as agent of NCB, and NPC will perform certain

functions, for purposes of conducting Merchant Bankcard Business;

NOW, THEREFORE, in consideration of the premises, the

representations, acknowledgments, and mutual agreements set out in this

Agreement and other good and valuable consideration, the receipt and sufficiency

of which are acknowledged by the parties, NPC and NCB represent, acknowledge and

agree as follows:

ARTICLE I - MERCHANT PROCESSING, SETTLEMENT AND AUTHORIZATION SERVICES

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1.1 APPOINTMENT AS AGENT. NCB appoints NPC, and NPC agrees to

serve, as NCB's sole agent (i) to provide authorization, processing and

settlement services with respect to Visa and MasterCard transactions ("Merchant

Processing Services") to merchants who desire to receive Merchant Processing

Services from NCB or NPC ("Merchants") and (ii) to enter into contracts with

merchants ("Merchant Contracts") for the provision of Merchant Processing

Services as agent of NCB; provided, however, that nothing herein shall limit

NPC's right to provide, as agent for other members of Visa and MasterCard,

Merchant Processing Services to merchants who desire to receive such services

from NCB or others. NCB agrees that NPC may use NCB's name and its BIN, ICA and

any other Visa and MasterCard identification numbers to the extent necessary or

appropriate to perform the Merchant Processing Services.

1.2 PERFORMANCE BY NPC. NPC shall have full responsibility for

the proper performance of the Merchant Processing Services under each Merchant

Contract except for the obligations and responsibilities which NCB assumes

hereunder. Without limiting the foregoing, NPC shall provide authorization

services to the Merchants, perform data capture services with respect to all

credit card transactions by the Merchants, submit such data to the applicable

Interchange, process retrievals and chargebacks, and direct the settlement of

such transactions. In providing Merchant Processing Services, NPC agrees to

comply with: (i) all Visa and MasterCard Bylaws, Manuals, Operating Regulations

and other written materials as they may from time to time be amended which bind

or apply to NCB as a member of Visa and MasterCard with respect to Merchant

Processing Services or to NPC as a third party processor with respect to

Merchant Processing Services ("Rules"), (ii) all agreements between Merchants

and NCB with respect to Merchant Processing Services, and (iii) all applicable

laws and regulations, whether state or federal. NPC agrees to enter into any

agreements with Visa and MasterCard necessary to perform this Agreement

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in accordance with its terms, subject to the rights of NPC to terminate this

Agreement pursuant to Section 6.2. Without in any way limiting the foregoing,

NPC agrees as follows: (a) any material containing any of the Visa Card Program

Marks used by it in performing this Agreement will prominently identify NCB by

name and city adjacent to such marks and, in identifying NPC, will specify that

NPC is acting as agent or representative of NCB; (b) any solicitation material

used by NPC shall clearly disclose that NPC is acting as agent or representative

of NCB; and (c) NPC acknowledges that it does not have authority to permit the

use of Visa Card Program Marks by any of its own agents. NPC and NCB agree that

the foregoing clauses shall be deemed modified from time to time to reflect any

changes in Visa's requirements applicable to NPC's use of Visa Card Program

Marks and solicitation material or to the terms required herein.