IN THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF ILLINOIS

RICHARD MANGONE, individually and on
on behalf of themselves and all others similarly
situated,

Plaintiff,

v.

FIRST USA BANK, N.A., and BANK ONE
CORP.,

Defendants.


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)         Case No. 00-881-MJR
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)         Honorable Michael J. Reagan
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CLASS ACTION SETTLEMENT AGREEMENT

       This Global Class Action Settlement Agreement ("Agreement" or "Settlement Agreement") is entered into as of November 20, 2000, and is between and among Defendants First USA Bank, N.A. ("FUSA") and Bank One Corporation ("Bank One") (as defined in paragraph 1.3)  on the one hand, and the Class Plaintiff (as defined in paragraph 1.4) on behalf of himself and the Settlement Class (as defined in paragraph 1.8) on the other hand.  This Settlement Agreement memorializes the settlement between the parties ("Settlement").

RECITALS:

       A.      On May 28, 1999, plaintiff filed an action against First USA and Bank One captioned Richard Mangone v. First USA Bank, N.A., and Bank One Corp., Case No. 99 AR 672R, in the Circuit Court of St. Clair County, Illinois.  Plaintiff and Class Representative, Richard Mangone, challenged the payment crediting practices related to payments received by U.S. mail that were processed by a third-party vendor retained by FUSA, and alleged violations of the FUSA cardmember agreement.  On February 1, 2000, FUSA and Bank One filed a motion seeking to have the Action dismissed.
       B.      While Defendant's motion to dismiss was pending, plaintiff filed an Amended Class Action Complaint, which is virtually identical factually to the original complaint except that it also asserts violations of the Truth in Lending Act.  On November 7, 2000, FUSA and Bank One timely removed the lawsuit from the Circuit Court of St. Clair County to the United States District Court for the Southern District of Illinois.
       C.      FUSA and Bank One, and the plaintiff, on his own behalf and on behalf of the Settlement Class defined in paragraph 1.8, have agreed to settle the Action to avoid the risk and uncertainty inherent in any litigation.  To that end, the parties have agreed on a provisional Settlement Class.  Accordingly, as soon as practicable after the execution of this Stipulation, plaintiff will move the Court to certify a Settlement Class consisting of all persons and entities throughout the United States who have or have had one or more credit card Account(s) issued by FUSA, who had credit card payments processed in payment facilities operated by a FUSA third-party vendor in Atlanta, Georgia, or Louisville, Kentucky, from January 1, 1998, through August 31, 1999 (the "Class Period"), as determined by FUSA's records, and who were assessed a periodic rate finance charge and/or late fee by FUSA during the Class Period.  Plaintiff will also seek to have Richard Mangone appointed as the representative of the Settlement Class, and Stephen A. Katz and Douglas R. Sprong appointed as class counsel ("Class Counsel").
       D.      Class Counsel have conducted and continue to conduct a thorough investigation and evaluation of the facts and law relating to the matters set forth in the Action.  Class Counsel believe that, based on their investigation and analysis, they are in a position to fashion appropriate class relief by settlement with Defendants.
       E.      The parties wish to memorialize the complete and full terms of the Settlement.  The parties propose to settle the claims in accordance with the terms, provisions and conditions of this Settlement as set forth below, which Class Counsel believe are fair, reasonable and adequate, and beneficial to and in the best interests of Plaintiff and the Settlement Class.
       NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the Settling Parties hereby agree as follows:

DEFINITIONS

       1.       Key Definitions.  The following definitions apply to this Agreement:
                1.1     "Account" means a FUSA consumer credit card account.
                1.2     The "Action" means the civil action captioned Richard Mangone v. First USA Bank, N.A., and Bank One Corp., Case No. 99 AR 672R, as amended, which was initially filed on May 28, 1999, in the Circuit Court of St. Clair County, Illinois, and which was removed on November 7, 2000, to the United States District Court Court for the District of Southern Illinois, bearing Case No. 00-881-MJR.
                1.3     "Defendants" means FUSA and Bank One, their successors in interest and any of their present or former parents, subsidiaries, divisions, affiliates, officers, directors, employees, trustees, principals, attorneys, agents, representatives, sales associates, distributors, vendors, shareholders, insurers and partners, as well as any person acting or purporting to act on their behalf or on behalf of those in privity with Defendants and the Settlement Class.
                1.4     "Class Plaintiff" means the named plaintiff in the Action styled Richard Mangone v. First USA Bank, N.A., and Bank One Corp., which is now pending in the United States District Court for the Southern District of Illinois.
                1.5     "Court" means the United States District Court for the Southern District of Illinois.
                1.6     The "Effective Date" means the date on which a Final Order (as defined below) is entered by the Court approving this Settlement without modification unless expressly agreed to by Defendants and Class Plaintiffs.
                1.7     "Final Order" or "Final Settlement" means the termination of the Action after the occurrence of each of the following events:
                          (a)  This Global Class Action Settlement Agreement is approved in all respects by the Court; and
                          (b)  An Order and Final Judgment of dismissal with prejudice is entered against all Class Plaintiffs and Settlement Class Members who do not opt out as provided in Rule 23 of the Federal Rules of Civil Procedure, and the time for the filing of any appeals has expired or, if there are appeals, approval of the settlement and judgment has been affirmed in all respects by the appellate court of last resort to which such appeals have been taken and such affirmances are no longer subject to further appeal or review.
                1.8     "Settlement Class" means the class defined in paragraph 7 of this Agreement;
                1.9     "Settlement Class Counsel" or "Class Counsel" means Steven A. Katz and Douglas R. Sprong of the law firm of Carr, Korein, Tillery, Kunin, Montroy, Cates, Katz & Glass, LLC
                1.9.1     "Settling Parties" means the Class Plaintiff, all Settlement Class Members who do not exclude themselves from the Settlement, and Defendants.

TERMS AND CONDITIONS OF SETTLEMENT

       2.       Plaintiff's Allegations.  The Class Plaintiff has sought to certify the Action as a class action under Rule 23 of the Federal Rules of Civil Procedure.  Plaintiff alleges, among other things, breach of contract, and violations of the Illinois Consumer Fraud and Deceptive Practices Act and the federal Truth in Lending Act.
       The Class Plaintiff alleges that Defendants are liable for compensatory damages, and attorneys' fees and costs under various statutory and common law theories.
       1.       Denial of Liability.  Defendants believe that the Class Plaintiff's factual and legal allegations are incorrect and specifically deny all liability to the Class Plaintiff and the Settlement Class.  Defendants have raised a number of defenses to the claims asserted.
       2.       Negotiations.  Settlement negotiations have taken place between Settlement Class Counsel and Defendants' counsel. This Settlement Agreement, subject to the approval of the Court, contains all the terms of the Settlement agreed to between Defendants and the Class Plaintiff individually and on behalf of the Settlement Class.
       3.       Benefit to Plaintiffs.  Class Plaintiff and Settlement Class Counsel have concluded, under the circumstances and considering the pertinent facts and applicable law, that it is in Class Plaintiff's best interest and in the best interests of the Settlement Class to enter into this Settlement Agreement to avoid the uncertainties of litigation and to assure a benefit to Class Plaintiff and all members of the Settlement Class.  Class Plaintiff and Settlement Class Counsel consider this Settlement Agreement to be fair, reasonable, and adequate and in the best interests of the members of the Settlement Class.
       4.       No Admission of Liability.  By entering into this Agreement, the Settling Parties agree that Defendants are not admitting any liability to the Class Plaintiff, the Settlement Class, or any other person or entity, and Defendants expressly deny all such liability.  Defendants' sole motivation for entering into this Settlement Agreement is to dispose expeditiously of the claims that have been asserted against them in the Action by settlement and compromise rather than incur the expense and uncertainty of protracted litigation.  No portion of this Agreement may be admitted into evidence in any action, except as required to enforce this Agreement and/or to cease or enjoin other litigation pursuant to paragraph 9 of this Agreement.
       5.       Settlement Class Definition.  The Settlement Class shall consist of the following persons, which class is agreed to for purposes of settlement only and for no other purpose:

All persons and entities throughout the United States who have or have had one or more credit card Account(s) issued by FUSA, who had credit card payments processed in payment facilities operated by a FUSA third-party vendor in Atlanta, Georgia, or Louisville, Kentucky, from January 1, 1998, through August 31, 1999, as determined by FUSA's records, and who were assessed a periodic rate finance charge and/or late fee by FUSA during the Class Period.  Excluded from the class is the trial judge.

       8.       Defendants' Obligations.  Defendants shall provide the following benefits to the Settlement Class:
                 a.       Multipayment Credits.  Certain Settlement Class Members who, as evidenced by FUSA's records, submitted more than one check (or money order) for a single FUSA Account and such payments were received on the same day between January 1, 1998, and August 31, 1999, by FUSA's third-party vendor in Atlanta, Georgia, or Louisville, Kentucky, and, as a result, incurred additional charges because such payment was treated as nonconforming by FUSA's third-party vendor, will receive a credit (the "Multipayment Credit").  The Multipayment Credit for each such Settlement Class Member will be determined by providing the Settlement Class Member with an additional one to five days of finance charges and a reversal of any late fee occurring during that period for each multiple payment received by FUSA based on FUSA's records.  The total Multipayment Credit pool is approximately $700,000.  Any Settlement Class Member who is entitled to receive a Multipayment Credit will receive such a credit automatically, in the form of either a check or credit to his or her Account, at FUSA's sole discretion, unless that Settlement Class Member opts out of the Settlement.
                 b.       Finance Charge Credits
                 1.       Reimbursement for Finance Charge Credits - Current Cardmembers
       Any Settlement Class Member who was assessed a periodic rate finance charge between January 1, 1998, and August 31, 1999, and was a FUSA cardmember as of the Effective Date, will receive reimbursement automatically paid either by credit to his or her Account or by check, at FUSA's sole discretion (the " Finance Charge Credit").  The Finance Charge Credit will be $0.38 per eligible Account.
                 2.       Reimbursement for Finance Charge Credits - Former Cardmembers
       Any Settlement Class Member who was assessed a periodic finance charge between January 1, 1998, and August 31, 1999, and was no longer a FUSA cardmember as of the Effective Date, and who would not otherwise receive a credit or check as part of the Settlement, will not automatically receive reimbursement for a Finance Charge Credit.  For such a former cardmember to receive a Finance Charge Credit, the former cardmember must submit a Proof of Claim requesting such a Finance Charge Credit.  The Finance Charge Credit for a former cardmember will be $0.75 ($0.38 plus the cost of postage and mailing) per eligible Account.
                 c.       Late Fee Credits
                 1.       Eligible Late Fees.   An Eligible Late Fee is a late fee assessed on the Settlement Class Member's Account between January 1, 1998, and August 31, 1999, and must be a late fee that: (i) resulted from the payment being credited to that Account within two days after the payment due date during the period from January 1, 1998 through February 28, 1999 (for payments received in Atlanta, Georgia) or January 1, 1998 through March 31, 1999 (for payments received in Louisville, Kentucky) (in which case such payment will be considered as falling within a "Two Day Adjustment Period"); or (ii) resulted from a payment being credited to the Settlement Class Member's Account by FUSA one day after the payment due date during the period from March 1, 1999, through August 31, 1999 (for payments received in Atlanta, Georgia) or April 1, 1999, through August 31, 1999 (for payments received in Louisville, Kentucky) (in which case such payment will be considered as falling within a "One Day Adjustment Period").
                 2.       Reimbursement for Late Fees.   Any Settlement Class Member who was assessed an Eligible Late Fee on his or her Account between January 1, 1998, and August 31, 1999, for a payment that conformed to FUSA's payment instructions, and paid that late fee, is entitled to submit a claim requesting reimbursement of Eligible Late Fees and may be entitled to receive reimbursement for each such Eligible Late Fee provided that he or she submits a valid Proof of Claim to FUSA. FUSA has agreed to set aside a pool of up to $28.7 million for Eligible Late Fees (the "Late Fee Credit Pool").  Each Settlement Class Member who submits a valid Proof of Claim will receive a target payment of $29 for each Eligible Late Fee, provided, however, that if the aggregate amount of valid claims for Late Fee Credits submitted to FUSA exceeds the amount of money in the Late Fee Credit Pool, then the amount paid on each Late Fee Credit (i.e., the target payment) will be adjusted proportionately so that FUSA will pay the total amount of money in the Late Fee Credit Pool for all Late Fee Credit reimbursement.  For this reason, it is possible that a Settlement Class Member will receive less than the target payment of $29 for each Eligible Late Fee.  Alternatively, if the total value of valid claims for reimbursement for Eligible Late Fees is less than the amount of money in the Late Fee Credit Pool, then any unused portion will be considered Undistributed Settlement Funds and will be distributed pursuant to paragraph 8(g). If a Settlement Class Member previously received a credit to his or her FUSA Account or otherwise received reimbursement for a late fee that was paid between January 1, 1998, and August 31, 1999 (a "Late Fee Adjustment"), then FUSA reserves the right to treat each such prior Late Fee Adjustment as reimbursement for an equal number of Eligible Late Fees the Settlement Class Member would otherwise receive.  By way of illustration, if the Settlement Class Member had one Late Fee Adjustment and submitted a valid Proof of Claim that would otherwise entitle him or her to two Eligible Late Fees, then FUSA reserves the right under the Settlement to provide the Settlement Class Member with reimbursement for only one Eligible Late Fee.
                 d.       Reprice Credits.   If a Settlement Class Member submits a valid Proof of Claim to FUSA establishing that he or she was assessed an Eligible Late Fee on his or her Account between January 1, 1998, and August 31, 1999, and such Eligible Late Fee resulted in an increase in the annual periodic rate used to assess finance charges applicable to that Account, then the Settlement Class Member is entitled to a credit (the "Reprice Credit").  The Reprice Credit will be $58.00 per eligible Account.  FUSA will set aside a pool of up to $3.8 million to pay Reprice Credits (an estimated $58.00 per account or pro rata share if claims exceed $3.8 million).  The Reprice Credit, if any, will be calculated and distributed automatically along with the Late Fee Credit if the Settlement Class Member submits a valid Proof of Claim and is eligible to receive a Reprice Credit.
                 e.       Proof of Claim Requirements.   To claim reimbursement for Eligible Late Fees, the Settlement Class Member must complete and return a Proof of Claim, following the instructions on that form, by the date set by the Court.  The Proof of Claim must be returned to the Settlement Administrator at the address contained on the Proof of Claim.  In order for the Proof of Claim to be considered valid, among other things, the Settlement Class Member must affirm, under penalty of perjury, that to the best of his or her knowledge, information, and belief, FUSA received a payment, which conformed with FUSA's payment instructions, on or before the payment due date, but that the payment was not credited to the Settlement Class Member's Account as of that day and resulted in a late fee.
       After receiving a Proof of Claim, FUSA will determine whether a one day adjustment in the applicable One Day Adjustment Period or a two day adjustment in the applicable Two Day Adjustment Period allows a late fee to qualify as an Eligible Late Fee.  FUSA is under no obligation to, and will not, respond to individual inquiries as to whether a specific late fee qualifies as an Eligible Late Fee.  Settlement Class Members who wish to determine whether late fees assessed on their Accounts between January 1, 1998, and August 31, 1999, that they paid qualify as Eligible Late Fees, may review their past Account statements from the Class Period to determine whether they sent payments to FUSA's third-party vendor in Atlanta, Georgia, or Louisville, Kentucky, and also to determine whether their payments resulted in a late fee during the One Day Adjustment Period or Two Day Adjustment Period.
                 f.       Contribution to Consumer Education.   As an additional benefit to the Settlement Class, Defendants will contribute certain undistributed Finance Charge Credits to one or more appropriate nationwide organizations to support education programs in consumer credit, up to a maximum of $100,000.
                 g.       Undistributed Settlement Funds.   Any Undistributed Settlement Funds will be retained by FUSA as partial reimbursement for the costs of Settlement, Notice and related expenses.
       8.2      Distribution of and Terms Applicable to Monetary Benefits.      As soon as is reasonably practicable after the Effective Date, FUSA shall begin providing the above-referenced benefits.  Each Settlement Class Member is responsible for notifying FUSA of a change in address, telephone number, or name.  FUSA may hire a third party to administer the Settlement.
       8.3      Amounts Owed by Settlement Class Members.      Nothing in this Stipulation of Settlement is intended in any way to affect Defendants' rights to collect any outstanding debt owed to them by Settlement Class Members; the outstanding debt (if any) will be reduced by the credits or offsets (if any) that a Settlement Class Member may be entitled to receive pursuant to this Agreement.
       8.4      Distribution of Funds:  Checks Not Cashed Within Six (6) Months.      If a Settlement Class Member receives a check in lieu of a credit and the check is not cashed within six months, it shall be null and void and there shall be no further obligation to make payment to such Settlement Class Member.  Such funds shall revert to Defendants.  All checks sent to Settlement Class Members by Defendants that remain undeliverable shall also revert to Defendants.
       6.       Cessation of Litigation Activity.      Class Plaintiff and Class Counsel agree not to initiate any additional litigation against Defendants relating to the payment processing and/or crediting practices of FUSA or its third-party vendors.  Immediately upon execution of this Agreement, Class Plaintiff, Class Counsel and Defendants agree to cease all litigation activity in the Action (other than any activity to implement this Settlement Agreement) and to request the Court to stay all motions or other pre-trial matters and to continue any hearing or trial settings until each of the conditions precedent to the Settling Parties' obligations to proceed to consummate the Settlement provided for herein has been satisfied or waived.
       7.      Class Certification.      If the Settlement provided for herein is not approved by the Court in complete accordance with the terms of this Agreement and does not become subject to a Final Order following such approval, then no class will be deemed certified by or as a result of this Agreement, and the Action for all purposes will revert to its status as of November 1, 2000.  In such event, Defendants will not be deemed to have consented to certification of any class, and will retain all rights to oppose class certification, including certification of the identical class provided for herein.
       8.      Class Notification.      For purposes of mailing Court-approved class notices and establishing that the best practicable notice has been given, membership in the Settlement Class shall be determined from the records of FUSA and any successors in interest.
       9.      Application for Attorneys' Fees and Expenses.      Class Counsel will apply to the Court for an aggregate award of attorneys' fees and actual expenses (including court costs) in a total amount not to exceed $3,000,000 in attorneys' fees and $100,000 in actual expenses.  Defendants will not oppose Class Counsel's application for an award of up to $3,000,000 in attorneys' fees and $100,000 in actual expenses.  Class Counsel agree not to seek or accept an amount of fees and expenses in excess of $3,000,000 in attorneys' fees and $100,000 in actual expenses.  Subject to Court approval, Defendants will pay or cause to be paid to Class Counsel such fees and expenses as may be awarded by the Court, up to a maximum of $3,000,000 in attorneys' fees and $100,000 in expenses.  Any fees awarded to Class Counsel shall be paid within five business days after the Effective Date, or in the event the Court has not yet awarded attorneys' fees as of the Effective Date, within five business days of such award.
        Class Counsel also intend to seek an incentive award, in the Court's sole discretion, for Richard Mangone, the Class Plaintiff, to be paid out of the attorneys' fee award.
        The fees and expenses represent all of the fees, expenses, and court costs Defendants agree to pay, if awarded by the Court, in connection with the settlement to any Settlement Class Member or their counsel irrespective of the counsel making the application.  Defendants shall not be liable for any further fees and expenses or any claim by any counsel or Settlement Class Member for additional fees or expenses relating to the allegations forming the basis of the Action.
        In the event the Settlement is not finally approved, Defendants are under no obligation to pay fees and expenses, with the exception of up to $100,000 in actual expenses incurred by Class Counsel, which shall be paid by Defendants within five business days of the Fairness Hearing, upon receipt of supporting documentation, regardless of whether the Settlement is approved.
        In the event of an appeal, Defendants retain the right to proceed with the Settlement, or, at their option, escrow the monies to be paid to the Settlement Class and to the attorneys in separate accounts, in a manner and at an interest rate to be approved by the Court.  Interest shall accrue for the benefit of the Settlement Class and on the attorney fee award at an equal rate.
       10.      Dismissal.      Upon the Effective Date of this Agreement by the Court, the Class Plaintiff and Class Counsel shall move to dismiss the Action with prejudice.
       11.      Release of Defendants.      Upon the Effective Date, for and in consideration of the terms and undertakings herein, the sufficiency and fairness of which are acknowledged, all members of the Settlement Class who have not excluded themselves from the Settlement Class will release FUSA and Bank One from all claims, whether known or unknown, suspected or unsuspected, asserted or unasserted, foreseen or unforeseen, actual or contingent, liquidated or unliquidated that, as of the date that the final judgment is entered: (i) arise out of or are related in any way to any or all of the acts, omissions, facts, matters, transactions, or occurrences that were directly or indirectly alleged, asserted, described, set forth, or referred to in the Action (including but not limited to claims for alleged violations of TILA and all statutory penalties thereunder); or (ii) are, were, or could have arisen out of or been related in any way to Defendants' failure (or alleged failure) to obtain, receive, process, and/or credit any payments properly and/or in a timely fashion and/or as of the proper date and/or cut-off time during the Class Period.  Class Members specifically waive Section 1542 of the California Civil Code, and similar provisions in other states.
       14.1     Arbitration.      By participating in the Settlement, Class Members are waiving their rights to pursue individual arbitration claims against Defendants for the claims released in paragraph 14.  Pursuant to the terms of virtually all Cardmember Agreements between FUSA and the Settlement Class Members, the parties generally agreed to resolve all claims and disputes by arbitration.  By participating in the Settlement, neither FUSA nor Settlement Class Members are waiving their rights under any FUSA cardmember agreement to pursue arbitrations involving claims other than those released pursuant to paragraph 14.
       12.      Administration and Cost of Settlement.      Defendants will bear the responsibility for administering the Settlement described herein and for paying all of the costs of administering the Settlement and the costs of mailing, publication, and printing the notices detailed in paragraph 16 hereof to be given to the Settlement Class pursuant to this Agreement.
       13.      Form of Notice to Settlement Class Members.      The Class Plaintiff and Defendants agree that, if the Court authorizes the Notice of Class Action, Proposed Settlement, and Hearing to be disseminated to the Settlement Class Members as provided for in this Agreement, FUSA will mail notice, via first class mail, in the form of Exhibit A attached hereto, to each Settlement Class Member as defined in paragraph 7.  Prior to the mailing, FUSA will create a list of all Settlement Class Members that includes their latest billing address; FUSA will then utilize an address refreshing service to obtain the most current available address for each Settlement Class Member to the extent the address in FUSA's records can be updated.  It is agreed, subject to approval of the Court, that there shall be a single mailing to each Settlement Class member as set forth herein, and there will be no obligation for re-mailing returned or non-delivered notices.
        In addition to direct mailing, it is agreed, subject to approval of the Court, that Defendants will cause publication of a Notice of Pendency of Class Action, Proposed Settlement, and Hearing three times in a daily edition of USA Today in the form attached hereto as Exhibit B.
        It is stipulated and agreed that the foregoing terms with respect to mailing, publication, and notice are material conditions precedent to Defendants' obligations under this Agreement.  If the extent of mailing of notices and manner of publication provided for in this Agreement are not approved by the Court in all material respects, it is understood that Defendants will not be obligated to proceed with the Settlement provided for herein.
       16.1     Proof of Class Membership by Individuals Not Identified by Defendants.      FUSA has made a good faith effort to identify all members of the Settlement Class.  Individuals who believe they are Settlement Class Members but who were not identified as Settlement Class Members by FUSA may seek participation in the Settlement by submitting a Proof of Class Membership in the form annexed as Exhibit C hereto.  The Proof of Class Membership, to be valid, must comply with the requirements set forth therein. The Proof of Class Membership shall be submitted by any such individual to the Settlement Administrator.  Defendants will review the Proof of Class Membership and determine if there is sufficient evidence that the claimant is likely to fit within the Settlement Class.  If, in Defendants' judgment, there is a reasonable probability that the claimant is a Settlement Class Member, the claimant will be treated as a Settlement Class Member, and will receive relief in the same manner as claims of Settlement Class Members identified by Defendants.  If Defendants regard the Proof of Class Membership as deficient, Defendants will notify the claimant and give the claimant fourteen days to cure the deficiency.  If Defendants continue to regard any corrected Proof of Class Membership as deficient, Defendants will notify Class Counsel.  If Class Counsel and Defendants cannot resolve the dispute, the claim will be rejected and the claimant will be notified of the rejection by Defendants' counsel with a copy of the notice of rejection served upon Class Counsel.
       14.      Receipt of Requests for Exclusion.      Settlement Class Counsel shall be responsible for obtaining a United States Post Office Box, for the purpose of receiving requests for exclusion and objections that are submitted in accordance with Exhibits A and B of this Agreement.  Settlement Class Counsel shall also be responsible for giving notice of the receipt of any such requests for exclusion or objections by providing complete copies to counsel for Defendants promptly.
       15.      Court Submission.      Settlement Class Counsel and Defendants' counsel will submit this Agreement and the exhibits hereto, along with such other supporting papers as may be appropriate, to the Court for preliminary approval of this Agreement pursuant to Rule 23 of the Federal Rules of Civil Procedure.  If the Court declines to grant preliminary approval of this Settlement Agreement and to order notice of hearing with respect to the proposed Settlement Class, or if the Court declines to grant final approval to the foregoing after such notice and hearing, this Agreement will terminate as soon as the Court enters an order unconditionally and finally adjudicating that this Settlement Agreement will not be approved.
       16.      Final Judgment.      The Settling Parties agree that the Settlement is expressly conditioned upon dismissal with prejudice of the Action and entry of a Final Order as defined in paragraph 1.7 of this Agreement.  The Settling Parties will jointly submit a proposed Final Order prior to the fairness hearing.
       17.      Defendants' Right to Set Aside Settlement.      Defendants shall have the right to set aside or rescind this Agreement, in the good faith exercise of its discretion, if any of the following events occur:;
                 20.1   Opt-Outs.  More than two percent (2%) of the Settlement Class opt out;
                 20.2   Objection(s) to Settlement Sustained.  If any objections to the proposed settlement are sustained;
                 20.3   Modification(s) by the Court.  If there are any modifications to this Agreement by the Court, by any other court, or by any tribunal, agency, entity, or person.
       In the event Defendants exercise their discretion to set aside the Settlement, this Agreement and all negotiations, proceedings, documents prepared, and statements made in connection herewith shall be without prejudice to the Settling Parties, shall not be deemed or construed to be an admission or confession by the Settling Parties of any fact, matter, or proposition of law, including any assertion that FUSA has compromised its ability to enforce the arbitration clause in its various cardmember agreements, and shall not be used or admissible in any manner for any purpose, and all parties to the Action shall stand in the same position as existed on November 1, 2000, and as if this Agreement had not been negotiated, made, or filed with the Court.  In such event, the parties to the Action shall move the Court to vacate any and all orders entered by the Court pursuant to the provisions of this Agreement.
       18.      Integration Clause.      This Settlement Agreement contains a full, complete, and integrated statement of each and every term and provision agreed to by and among the Settling Parties and supersedes any prior writings or agreements (written or oral) between or among the Settling Parties, which prior agreements may no longer be relied upon for any purpose.  This Settlement Agreement shall not be orally modified in any respect and can be modified only by the written agreement of the Settling Parties supported by acknowledged written consideration.  In the event a dispute arises between the Settling Parties over the meaning or intent of this Agreement, the Settling Parties agree that prior drafts, notes, memoranda, discussions or any other oral communications or documents regarding the negotiations, meaning or intent of this Agreement shall not be offered or admitted into evidence.  Class Plaintiff and Class Counsel acknowledge that, in entering into this Settlement Agreement, they have not relied upon any representations, statements, actions, or inaction by Defendants or their counsel that are not expressly set forth herein.
       19.      Headings.      Headings contained in this Agreement are for convenience of reference only and are not intended to alter or vary the construction and meaning of this Agreement.
       20.      Governing Law.      To the extent not governed by the Federal Rules of Civil Procedure, the contractual terms of this Agreement shall be interpreted and enforced in accordance with the substantive law of the State of Illinois.
       21.      Mutual Interpretation.      The Settling Parties agree and stipulate that this Agreement was negotiated on an "arms-length" basis between parties of equal bargaining power.  Also, the Agreement has been drafted jointly by Class Counsel and counsel for Defendants.  Accordingly, this Agreement shall be neutral, and no ambiguity shall be construed in favor of or against any of the Settling Parties.
       22.      Notice.      Except as otherwise specifically provided herein, whenever any written notice is required by the terms of this Agreement, it shall be deemed effective on the date received, addressed as follows:
       If to the Class Plaintiff or Settlement Class, to:

                  Steven A. Katz, Esq.
                  Douglas R. Sprong, Esq.
                  CARR, KOREIN, TILLERY,
                  KUNIN, MONTROY, CATES, KATZ & GLASS, LLC
                  10 Executive Woods Court
                  Belleville, Illinois  62226

       If to Defendants to:

                  Robert Y. Sperling, Esq.
                  KATTEN MUCHIN ZAVIS
                  525 West Monroe Street
                  Suite 1600
                  Chicago, Illinois  60661-3693

       23.      Counterpart Execution.      This Agreement may be executed in any number of counterparts and will be binding when it has been executed and delivered by the last signatory hereto to execute a counterpart.  A facsimile signature shall be deemed to constitute an original signature for purposes of this Agreement.  After execution of counterparts by each designated signatory, Defendants agree to furnish each party with a composite conformed copy of this Agreement reflecting all counterparts signatures.
       24.      Binding Upon Successors.      This Agreement shall be binding upon and inure to the benefit of the Settling Parties hereof and their representatives, heirs, successors, and assigns.
       25.      Severability.      In the event any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions if the Settling Parties and their counsel mutually elect by written stipulation to be filed with the Court within twenty (20) days to proceed as if such invalid, illegal, or unenforceable provisions had never been included in this Agreement.
       26.      Continuing Jurisdiction.      Without affecting the finality of the Final Judgment, the Court shall retain continuing jurisdiction over the Action and the Settling Parties, including all members of the Settlement Class, the administration and enforcement of the Settlement, and the benefits to the Settlement Class hereunder, including for such purposes as supervising the implementation, enforcement, construction, and interpretation of this Settlement Agreement, the order preliminarily approving the Settlement, and the Final Judgment, and hearing and determining an application by Settlement Class Counsel for an award of attorneys' fees and reimbursement of costs and expenses.  Any dispute or controversies arising with respect to the interpretation, enforcement, or implementation of the Settlement Agreement shall be presented by motion to the Court.
       27.      Warranty of Counsel.      Class Counsel unconditionally represent and warrant that they are fully authorized to execute and deliver this Agreement on behalf of the Class Plaintiff.  Robert Y. Sperling unconditionally represents and warrants that he is fully authorized to execute and deliver this Agreement on behalf of FUSA and Bank One.
       The undersigned parties have executed this Agreement as of the date first above written.


"Signature"

"Signature"

CARR, KOREIN, TILLERY, KUNIN,
MONTROY, CATES KATZ & GLASS,
LLC
Steven A. Katz
Douglas R. Sprong
10 Executive Woods Court
Belleville, Illinois  62226
Settlement Class Counsel

THOMPSON COBURN LLP
Roman P. Wuller
One Firstar Plaza
St. Louis, Missouri  63101

  "Signature"

  KATTEN MUCHIN ZAVIS
Robert Y. Sperling
Kenneth M. Kliebard
Todd L. McLawhorn
525 W. Monroe Street
Suite 1600
Chicago, Illinois  60661
Attorneys for Defendants First USA
Bank, N.A. and Bank One