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NOTICE OF CLASS ACTION SETTLEMENT
AUTHORIZED BY THE U.S. DISTRICT COURT, EASTERN DISTRICT OF NEW YORK
A $6+ billion settlement will provide payments
and other benefits to merchants that accepted
Visa and MasterCard since 2004.
A federal court directed this Notice. This is not a solicitation from a lawyer.
The Court has preliminarily approved a proposed $6+ billion settlement in a class action
lawsuit, called In re Payment Card Interchange Fee and Merchant Discount Antitrust
Litigation, MDL No. 1720 (JG)(JO). The lawsuit is about claims that merchants paid excessive
fees to accept Visa and MasterCard cards because Visa and MasterCard, individually, and
together with their respective member banks, violated the antitrust laws.
The monetary portion of the settlement consists of two funds. The first is a cash fund in the
amount of $6.05 billion that will pay valid claims of any person, business or other entity that
accepted Visa or MasterCard branded credit or debit cards in the U.S. between January 1, 2004
and November 28, 2012. The second fund is estimated to be up to approximately $1.2 billion in
total and is equivalent to a portion of the interchange fees attributable to merchants that do not
exclude themselves from the Rule 23(b)(3) Settlement Class (“Cash Settlement Class”) and that
accepted Visa and MasterCard credit cards during an eight-month period to begin by July 29,
2013. This fund will pay valid claims of members of the Cash Settlement Class that accepted
Visa or MasterCard credit cards during the eight-month period.
The settlement will also require Visa and MasterCard to change some rules for merchants who
accept their cards, including to allow merchants to do the following:
• Charge customers an extra fee if they pay with Visa or MasterCard credit cards,
• Offer discounts to customers who pay with payment forms less expensive than Visa or
MasterCard credit or debit cards,
• Accept Visa or MasterCard cards at fewer than all of the merchant’s trade names or
banners, and
• Form “buying groups” that meet certain criteria to negotiate with Visa and MasterCard.
The rule changes are explained in greater detail below and in the Class Settlement Agreement.
The settlement creates two classes: Cash Settlement Class (Rule 23(b)(3) Settlement Class) and
Rule Changes Settlement Class (Rule 23(b)(2) Settlement Class).
This Notice has important information for merchants that accept Visa or MasterCard now or
that accepted Visa and MasterCard at any time since January 1, 2004. It explains the settlement
in a class action lawsuit. It also explains your rights and options in this case.
For the full terms of the settlement, you should look at the Definitive Class Settlement
Agreement and its Appendices (the “Class Settlement Agreement”), available at
www.PaymentCardSettlement.com or by calling 1-800-625-6440. In the event of any conflict
between the terms of this Notice and the Class Settlement Agreement, the terms of the Class
Settlement Agreement shall control.
Please check www.PaymentCardSettlement.com for any updates relating to the settlement or
the settlement approval process.
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2
LEGAL RIGHTS AND OPTIONS
MERCHANTS IN THIS CASH SETTLEMENT CLASS (RULE 23(B)(3) SETTLEMENT CLASS) MAY:
FILE A CLAIM
This is the only way to get money from the settlement.
EXCLUDE YOURSELF
This is the only way you can be part of another lawsuit that asks for
money for claims in this case. You will not get payment from this
settlement.
OBJECT
If you do not agree with any part of this settlement, you do not
agree with the requested award of attorneys’ fees, or both you may:
Write to the court to say why, or
Ask to speak at the Court hearing about either the fairness
of this settlement or about the requested attorneys’ fees or
both.
DO NOTHING
You will not get money. You give up your rights to sue about the
claims in this case.
DEADLINES
See pages 9-17 for more information about rights and options and
all deadlines.
Merchants in the Rule Changes Settlement Class (Rule 23(b)(2) Settlement Class):
You automatically benefit from the Visa and MasterCard rule changes described below. You do
not have to file any forms.
You cannot exclude yourself from the Rules Changes Settlement Class.
You may object to any part of the settlement.
The Court has given its preliminary approval to this settlement. The Court has not yet given its final
approval.
Read this Notice to learn more about the case.
QUESTIONS? CALL 1-800-625-6440 OR VISIT WWW.PAYMENTCARDSETTLEMENT.COM
3
BASIC INFORMATION .................................................................................................................................... PAGE 4
1. Why did I get this Notice?
2. What is this lawsuit about?
3. What is an interchange fee?
4. Why is this a class action?
5. Why is there a settlement?
6. Am I part of this settlement?
SETTLEMENT BENEFITS ................................................................................................................................ PAGE 6
7. How much money will be provided for in this settlement?
8. How do I ask for money from this settlement?
9. What do the members of the Rule Changes Settlement Class get?
HOW TO FILE A CLAIM FORM ....................................................................................................................... PAGE 9
10. How do I file a claim?
11. Am I giving up anything by filing a claim or not filing a claim?
12. How do I opt-out of the Cash Settlement Class of this settlement?
13. If I exclude myself from the Cash Settlement Class, can I still get money from this settlement?
14. If I do not exclude myself from the Cash Settlement Class, can I sue these Defendants for
damages for past conduct later?
HOW TO DISAGREE WITH THE SETTLEMENT ............................................................................................ PAGE 12
15. What if I disagree with the settlement?
16. Is objecting the same as being excluded?
THE LAWYERS REPRESENTING YOU .......................................................................................................... PAGE 14
17. Who are the lawyers that represent the Classes?
18. How much will the lawyers and Class Plaintiffs be paid?
19. How do I disagree with the requested attorneys’ fees, expenses or awards to Class Plaintiffs?
THE COURT’S FAIRNESS HEARING ............................................................................................................ PAGE 16
20. When and where will the Court decide whether to approve the settlement?
21. Do I have to come to the hearing to get my money?
22. What if I want to speak at the hearing?
IF YOU DO NOTHING .................................................................................................................................... PAGE 17
23. What happens if I do nothing?
GETTING MORE INFORMATION .................................................................................................................. PAGE 17
24. How do I get more information?
THE FULL TEXT OF THE RELEASES ............................................................................................................ PAGE 18
25. What is the full text of the Release for the Cash Settlement Class?
26. What is the full text of the Release for the Rule Changes Settlement Class?
WHAT THIS NOTICE CONTAINS
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4
BASIC INFORMATION
This Notice tells you about your rights and options in a class action lawsuit in the U.S. District Court for
the Eastern District of New York. Judge John Gleeson is overseeing this class action, which is called In
re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, MDL No. 1720 (JG)(JO).
This Notice also explains the lawsuit, the proposed settlement, the benefits available, eligibility for those
benefits, and how to get them.
The companies or entities who started this case are called the “Plaintiffs.” The companies they are suing
are the “Defendants.”
This case has been brought on behalf of merchants. The specific merchants that filed the case are the
Class Plaintiffs and the Court has authorized them to act on behalf of all merchants in the classes
described below in connection with the proposed settlement of this case. The Class Plaintiffs are:
Photos Etc. Corporation; Traditions, Ltd.; Capital Audio Electronics, Inc.; CHS Inc.; Crystal Rock LLC;
Discount Optics, Inc.; Leon’s Transmission Service, Inc.; Parkway Corp.; and Payless ShoeSource, Inc.
The companies that the plaintiffs have been suing are the “Defendants.” Defendants are:
“Visa Defendants”: Visa U.S.A. Inc., Visa International Service Association, and Visa Inc.;
“MasterCard Defendants”: MasterCard International Incorporated and MasterCard
Incorporated; and
“Bank Defendants”: Bank of America, N.A.; BA Merchant Services LLC (formerly known as
National Processing, Inc.); Bank of America Corporation; MBNA America Bank, N.A.;
Barclays Bank plc; Barclays Bank Delaware; Barclays Financial Corp.; Capital One Bank
(USA), N.A.; Capital One F.S.B.; Capital One Financial Corporation; Chase Bank USA, N.A.;
Chase Manhattan Bank USA, N.A.; Chase Paymentech Solutions, LLC; JPMorgan Chase Bank,
N.A.; JPMorgan Chase & Co.; Bank One Corporation; Bank One Delaware, N.A.; Citibank
(South Dakota), N.A.; Citibank N.A.; Citigroup Inc.; Citicorp; Fifth Third Bancorp; First
National Bank of Omaha; HSBC Finance Corporation; HSBC Bank USA, N.A.; HSBC North
America Holdings Inc.; HSBC Holdings plc; HSBC Bank plc; National City Corporation;
National City Bank of Kentucky; SunTrust Banks, Inc.; SunTrust Bank; Texas Independent
Bancshares, Inc.; Wachovia Bank, N.A.; Wachovia Corporation; Washington Mutual, Inc.;
Washington Mutual Bank; Providian National Bank (also known as Washington Mutual Card
Services, Inc.); Providian Financial Corporation; Wells Fargo Bank, N.A. and Wells Fargo &
Company.
This lawsuit is about:
The interchange fees attributable to merchants that accepted Visa or MasterCard credit or debit
cards between January 1, 2004 and November 28, 2012, and
Visa’s and MasterCard’s rules for merchants that accept their cards.
The Class Plaintiffs claim that:
Visa, MasterCard, and their respective member banks, including the Bank Defendants, violated
the law because they set interchange fees.
1. Why did I get this Notice?
2. What is this lawsuit about?
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5
Visa, MasterCard, and their respective member banks, including the Bank Defendants, violated
the law because they imposed and enforced rules that limited merchants from steering their
customers to other payment methods. Doing so insulated them from competitive pressure to
lower the interchange fees.
Visa and MasterCard conspired together about some of the business practices challenged.
Visa and MasterCard and their respective member banks continued in those activities despite
that Visa and MasterCard changed their corporate structure and became publicly owned
corporations after this case was filed.
The Defendants’ conduct caused the merchants to pay excessive fees for accepting Visa and
MasterCard cards.
But for Defendants’ conduct there would have been no interchange fee or those fees would have
been lower.
The Defendants say they have done nothing wrong. They claim their business practices are legal,
justified, the result of independent competition and have benefitted merchants and consumers.
When a cardholder makes a purchase with a credit or debit card, there is an interchange fee attributable to
those transactions, which is usually 1% to 2% of the purchase price. Interchange fees typically account for
the greatest part of the fees paid by merchants for accepting Visa and MasterCard cards.
Visa and MasterCard set interchange fee rates for different kinds of transactions and publish them on their
websites, usually twice a year.
In a class action, a very small number of people or businesses sue not only for themselves, but also on
behalf of other people or businesses with similar legal claims and interests. Together all of these people or
businesses with similar claims and interests form a class, and are class members.
When a court decides a case or approves a settlement, it is applicable to all members of the class (except
class members who exclude themselves). In this case, the Court has given its preliminary approval to the
settlement and the two classes defined below in Question 6.
The Court has not decided which side was wrong or if any laws were violated. Instead, both sides agreed
to settle the case and avoid the cost and risk of trial and appeals that would follow a trial.
In this case, the settlement is the product of extensive negotiations, including court-supervised mediation
with two experienced mediators, chosen by the parties. Settling this case allows class members to receive
payments and other benefits. The Class Plaintiffs and their lawyers believe the settlement is best for all
class members.
The parties agreed to settle this case only after seven years of extensive litigation. At the time of
settlement, discovery was complete and the parties had exchanged expert reports. During discovery,
Class Plaintiffs reviewed more than 50 million pages of documents and deposed more than 400 witnesses,
including Defendants’ experts. Also, at the time of settlement, motions to dismiss, motions for summary
judgment, motions to exclude expert testimony, and the motion for class certification had been fully
briefed and argued, and were pending before the court.
3. What is an interchange fee?
4. Why is this a class action?
5. Why is there a settlement?
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6
If this Notice was mailed to you, the Defendants’ records show that you are probably in the:
Cash Settlement Class (Rule 23(b)(3) Settlement Class) “consisting of all persons, businesses, or other
entities that accepted Visa-Branded Cards and/or MasterCard-Branded Cards in the United States at any
time from January 1, 2004 to the Settlement Preliminary Approval Date, except that this Class does not
include the named Defendants, their directors, officers, or members of their families, financial institutions
that have issued Visa- or MasterCard-Branded Cards or acquired Visa- or MasterCard-Branded Card
transactions at any time from January 1, 2004 to the Settlement Preliminary Approval Date, or the United
States government.”
Rule Changes Settlement Class (Rule 23(b)(2) Settlement Class) “consisting of all persons, businesses or
other entities that as of the Settlement Preliminary Approval Date, or in the future accept any Visa-
Branded Cards and/or MasterCard-Branded Cards in the United States, except that this Class shall not
include the named Defendants, their directors, officers, or members of their families, financial institutions
that have issued Visa- or MasterCard-Branded Cards or acquired Visa- or MasterCard-Branded Card
transactions at any time since January 1, 2004, or do so in the future, or the United States government.”
The Settlement Preliminary Approval Date referenced in these class definitions is November 28, 2012.
If you are not sure whether you are part of this settlement, contact the Class Administrator at:
Call the toll-free number: 1-800-625-6440
Visit: www.PaymentCardSettlement.com
Write to: Payment Card Interchange Fee Settlement
P.O. Box 2530
Portland, OR 97208-2530
Email: [email protected]
SETTLEMENT BENEFITS
Under the settlement, Visa, MasterCard and the bank defendants have agreed to make payments to two
funds:
Cash Settlement Fund: Every merchant in the Cash Settlement Class that does not exclude
itself from the class by the deadline described below and files a valid claim (“Authorized Cash
Claimant”) will get money from the $6.05 billion Cash Fund. This fund will be reduced by an
amount not to exceed 25% of the Cash Fund to account for merchants who exclude themselves
from the Cash Settlement Class. The money in this fund after the reduction for excluded
merchants will also be used to pay:
• The cost of settlement administration and notice, as approved by the Court,
• Money awards for Class Plaintiffs as approved by the Court, and
• Attorneys’ fees and expenses, as approved by the Court.
The money in this fund will only be distributed if the Court finally approves the settlement.
Interchange Fund: The money for this fund is estimated to be up to $1.2 billion and will be
equivalent to 10 basis points (i.e. one-tenth of 1%) of transaction volume attributable to Cash
Settlement Class members that accept Visa or MasterCard credit cards during an eight-month
period starting by July 29, 2013. Every merchant in the Cash Settlement Class that does not
exclude itself from the class by the deadline described below and that accepted Visa or
6. Am I part of this settlement?
7. How much money will be provided for in this settlement?
QUESTIONS? CALL 1-800-625-6440 OR VISIT WWW.PAYMENTCARDSETTLEMENT.COM
7
MasterCard credit cards during that eight-month period and files a valid claim (“Authorized
Interchange Claimant”) will get money from the Interchange Fund. The money in this fund will
also be used to pay:
• The cost of settlement administration and notice, as approved by the Court, and
• Any attorneys’ fees and expenses that may be approved by the Court.
The money in this fund will not be returned to Defendants, even if the settlement is terminated. If
this settlement is terminated, the Court will decide how to distribute this fund.
You must file a valid claim to get money from this settlement. If the Court finally approves the
settlement, and you do not exclude yourself from the Cash Settlement Class, you will receive a claim
form in the mail or by email. You may also get a claim form at: www.PaymentCardSettlement.com, or
call: 1-800-625-6440.
How much money will I get?
It is anticipated that the amount paid from the Cash Settlement Fund will be based on your actual or
estimated interchange fees attributable to Visa and MasterCard transactions from January 1, 2004 through
November 28, 2012.
The amount paid from the Interchange Fund will based on one-tenth of 1% of the merchant’s Visa and
MasterCard credit card transaction volume during the eight-month period to begin by July 29, 2013.
Valid claims will be paid from the Cash Settlement Fund and/or the Interchange Fund. The amount of
money each eligible claimant will receive from the Cash Settlement Fund depends on the money available
to pay all claims, the total dollar value of all valid claims filed, the deduction described above not to
exceed 25% of the Cash Settlement Fund, the cost of class administration and notice, money awards to
Class Plaintiffs, and attorneys’ fees and expenses approved by the Court. The amount of money each
eligible claimant will receive from the Interchange Fund depends on the money available to pay all
claims, the total dollar value of all valid claims filed, the cost of class administration and notice, and
attorneys’ fees and expenses approved by the Court. Each claimant’s payment will be paid in proportion
to all claimants’ payments.
Details about how all claims are calculated will be available at www.PaymentCardSettlement.com
starting no later than April 11, 2013.
If the Court approves the settlement, Visa and MasterCard will make changes to their rules and practices.
These changes will benefit the Rule Changes Settlement Class.
The rule changes, which will start no later than January 27, 2013, are summarized below. To see a
detailed description of the rule changes, including other rules not listed here, see the Class Settlement
Agreement, paragraphs 40–65.
Brand Surcharge Rules on Credit (not Debit) Cards
Merchants will be able to charge an extra fee to all customers who pay with Visa or MasterCard branded
credit cards. This is called a brand-level surcharge, and it is allowed if the surcharge:
is the same for all Visa credit cards or all MasterCard credit cards;
is not more than the merchant’s average Visa or MasterCard merchant discount rate (calculated
historically or based on the previous month); and
8. How do I ask for money from this settlement?
9. What do the members of the Rule Changes Settlement Class get?
QUESTIONS? CALL 1-800-625-6440 OR VISIT WWW.PAYMENTCARDSETTLEMENT.COM
8
is not more than the maximum surcharge cap, which will be posted on Visa’s and MasterCard’s
websites (if a cap is set).
For merchants that accept other brands of credit cards, such as American Express, Discover, or PayPal,
there are other requirements that depend on the costs of those brands to the merchant and those brands’
surcharge restrictions.
If the merchant accepts a competing brand of credit card that is as or more expensive than Visa
or MasterCard, and that limits the merchant’s ability to surcharge, the merchant may surcharge
Visa or MasterCard cards only in the same way as the merchant would be allowed to surcharge
the competing brand’s cards or on the terms on which the merchant actually surcharges the
competing brand’s cards.
If the merchant accepts a competing brand of credit card that prohibits or effectively prohibits
the merchant from surcharging in a particular channel of commerce, the merchant may not
surcharge Visa or MasterCard cards unless it also surcharges the competing brand’s cards
regardless of the cost of that brand to the merchant. The amount of the surcharge must equal
whichever is less: the cost to accept the competing brand or the surcharge imposed on Visa or
MasterCard cards.
Exception: A merchant may individually negotiate an agreement with the competing brand to waive or
limit its ability to surcharge that brand, if that agreement fulfills the terms of the Class Settlement
Agreement.
Product Surcharge Rules on Credit (not Debit) Cards
A merchant may impose a surcharge on a particular Visa or MasterCard credit card product, such as Visa
Signature. The amount of the surcharge must not be more than the merchant’s cost to accept the
particular Visa or MasterCard credit card product, minus the Durbin Amendment’s cap on debit-card
interchange fees. The surcharge must be the same for all transactions on the particular Visa or MasterCard
credit card product, regardless of the card’s issuer.
For merchants that accept credit cards issued by competing brands (e.g., American Express, Discover, or
PayPal), there are requirements similar to the brand level surcharge rules summarized above.
Nothing in the settlement affects a merchant’s obligations to comply with all applicable state or federal
laws, including state laws regarding surcharging of credit or debit card transactions and federal and state
laws regarding deceptive or misleading disclosures. However, the fact that a merchant’s ability to
surcharge may be restricted under the laws of one or more states is not intended to limit that merchant’s
ability under the settlement to surcharge Visa or MasterCard credit cards where permitted by state law.
Discount Rule: Merchants may offer discounts or other financial incentives at the point of sale to
customers who do not pay with Visa or MasterCard cards.
All-Outlets: Merchants may accept Visa or MasterCard at fewer than all of the merchant’s “trade names”
or “banners” if the merchant operates multiple businesses under different trade names or banners. For
stores operating under the same “trade name” or “banner,” however, merchants must accept or decline a
network’s cards at all of its stores operating under the same “trade name” or “banner.”
Buying Groups: Merchants that form buying groups that meet certain criteria may make proposals to
Visa and MasterCard about card acceptance on behalf of the group’s members. If Visa or MasterCard
believe that the group’s proposal “provides reasonable commercial benefits to the parties,” it must
negotiate with the buying group and decide, in “good faith,” whether or not to make an agreement with
the group.
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9
$10 Minimum Rule: This rule, which allows merchants to set a $10 minimum purchase for Visa and
MasterCard credit cards, will not change even if the requirements of the Dodd-Frank Wall Street Reform
Act end.
All these rule changes are set forth in full in the Settlement Agreement, which appears on the website:
www.PaymentCardSettlement.com.
HOW TO FILE A CLAIM FORM
If the Court approves the settlement (see “The Court’s Fairness Hearing” below), the Court will approve a
Claim Form and set a deadline for Cash Settlement Class members to submit claims. In order to receive a
payment, you must submit a Claim Form.
If you received this Notice in the mail, a Claim Form will be mailed or emailed to you automatically. The
Claim Form will also be posted on the website and available by calling the toll free number shown below.
Class members will be able to submit claims electronically using this website or by returning a paper
Claim Form.
Who decides the value of my claim?
The Class Administrator is obtaining data from Visa, MasterCard, certain Bank Defendants, and other
entities which it expects will permit it to estimate the total value of interchange fees attributable to each
Authorized Cash Claimant on its Visa and MasterCard card transactions during the period from January 1,
2004 to November 28, 2012 with no netting or reductions based on rebates, market support, or
promotional payments, or otherwise (“Interchange Fees Paid”). It is the current intention to utilize this
data to the extent possible, to estimate the interchange fees attributable to class members. For any
calendar year, or part thereof, in which an Authorized Cash Claimant had an agreement with Visa or
MasterCard under which the merchant received customized interchange rates, such Claimant may elect to
have its Visa or MasterCard Interchange Fees Paid estimated, in lieu of the Interchange Fees Paid
amounts shown in the data utilized by the Class Administrator, by multiplying its relevant Visa or
MasterCard credit, signature debit, and PIN debit transaction volume by the respective average effective
credit, signature debit, and PIN debit interchange rates across the merchant’s applicable merchant
category (or merchant categories) for that time period. In order for a Claimant to qualify for such an
election, the Class Administrator must confirm with Visa or MasterCard that the Claimant had an
agreement with Visa or MasterCard in which it received customized interchange rates, for such time
period.
Where the necessary data is not reasonably available or if the Interchange Fees Paid claim value
established by the Class Administrator is disputed by the class member, class members will be required to
submit information in support of its claim. This information will include, to the extent known,
Interchange Fees Paid attributable to the class member, merchant discount fees paid, the class member’s
merchant category code and/or a description of the class member’s business, total Visa and MasterCard
transaction volume and/or total sales volume. Based on these data, the Interchange Fees Paid attributable
to the class member will be estimated for each known Cash Settlement Class member.
The Class Administrator will calculate the value of claims to the Interchange Fund as a percentage of
sales volume on Visa- and MasterCard-Branded credit card transactions during the eight-month period.
To the extent that available data explicitly specify a particular claimant’s sales volume on Visa- and
MasterCard-Branded credit card transactions during the eight-month period, these data will be utilized
directly in the valuation of that claim.
10. How do I file a claim?
QUESTIONS? CALL 1-800-625-6440 OR VISIT WWW.PAYMENTCARDSETTLEMENT.COM
10
Claimants whose dollar sales transaction volume is not available from the Defendants and/or third parties
will be asked to submit payment card transaction volume for the eight-month period to the Class
Administrator or, if payment card transaction volume information is not available to the class member,
sales transaction information from which payment card transaction volume may be estimated. The Class
Administrator will make what it judges to be the best reasonably accurate estimate of such sales volume
based on available data, and will make available to such Authorized Interchange Claimants the estimate
of such sales volumes. Such estimates may be provided in a subsequent mailing or email to the
Authorized Interchange Claimant and/or may be made accessible over a secure website operated by the
Class Administrator.
The Class Administrator also expects to provide class members the ability to access the Claims website
with a unique code to permit it to view the manner in which its claim value was calculated and may also
provide this information on a pre-populated claim form. Class members may accept or disagree with data
on the claim form or the website. The claim form and website will explain how to challenge the data.
More details about how all claims are calculated will be available at www.PaymentCardSettlement.com
starting no later than April 11, 2013.
Claim Preregistration Form
Class members with more than one location or a franchise that accepts Visa or MasterCard cards may also
fill out a pre-registration form at the website. You do not have to pre-register but doing so may be helpful,
and does not impact your rights in this case.
What if the Class Administrator doesn’t have my data?
The claim form also allows class members for whom no financial data is available or who were not
identified as class members to file a claim. Those merchants will have to fill out and sign a claim form
and return it by the deadline.
Can anyone else file a claim for me?
There are specialized companies that may offer to fill out and file your claim in return for a percentage of
the value of your claim. Before you sign a contract with one of these companies, you should examine the
claim-filing process provided here and decide whether it is worth the cost. You can always seek help
from the Class Administrator or Class Counsel.
If the Court finally approves the settlement, members of the Rule Changes Settlement Class (Rule
23(b)(2) Settlement Class) cannot be excluded from the Rule Changes Settlement Class. They will be
bound by the terms of that settlement, including releasing all claims that were or could have been alleged
in this case against any of the released parties identified in Paragraph 67 of the Class Settlement
Agreement.
Members of the Cash Settlement Class (Rule 23(b)(3) Settlement Class) (who do not exclude themselves
by the deadline) whether or not they file a claim for payment, will be bound by the terms of that
settlement, which include agreeing not to file a claim against any of the released parties identified in
Paragraph 32 of the Class Settlement Agreement.
In general, the settlement will resolve and release all claims by persons, businesses and other entities that
arise from or relate to their capacity as merchants that accept Visa-Branded Cards and/or MasterCard-
Branded Cards in the United States against Visa, MasterCard or banks that were or could have been
alleged in the lawsuit, including any claims about interchange or other fees, no-surcharge rules, no-
discounting rules, honor-all-cards rules and other rules.
11. Am I giving up anything by filing a claim or not filing a claim?
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11
The settlement will also resolve any merchant claims based upon the future effect in the United States of:
any Visa or MasterCard rules, as of November 27, 2012, that are not to be modified pursuant to
the settlement,
the modified rules provided for in the settlement, or
any other rules substantially similar to any such rules.
The releases will not bar claims involving new conduct or rules in the future that are not substantially
similar to either existing conduct or rules or conduct or rules modified by the settlement (e.g. imposition
of a new rule not substantially similar to existing rules or rules modified by the settlement, or reversion to
the old rules modified by the settlement). The releases also will not bar claims involving certain specified
standard commercial disputes arising in the ordinary course of business.
The full text of the Releases for both the Cash Settlement Class (Rule 23(b)(3) Settlement Class)
and Rule Changes Settlement Class (Rule 23(b)(2) Settlement Class) is set forth at pages 18 to 27 of
this Notice. The Releases describe the released claims in legal language. You should carefully read
the Releases and if you have questions about them, you may:
Call Class Counsel listed in Question 17 at no charge,
Talk to a lawyer, at your own expense, about the releases and what they mean to you. The
complete Settlement Agreement may also be viewed on the website.
Important! If you want to keep your right to be part of any other lawsuit that asks for money based on
similar claims, you must opt-out (exclude yourself) from the Cash Settlement Class of this settlement.
You cannot be excluded from the Rule Changes Settlement Class.
To opt-out (exclude yourself) from the Cash Settlement Class (Rule 23(b)(3) Settlement Class) of this
Settlement, send a letter to:
Payment Card Interchange Fee Settlement
P.O. Box 2530
Portland, OR 97208-2530
Your letter must be postmarked by May 28, 2013. You cannot exclude yourself by phone, fax, email or
online.
Should I send my letter by regular mail?
Yes. Send your letter by first-class mail and pay for the postage. Keep a copy for your records.
What should my letter say?
Your letter must be signed by a person authorized to do so and state as follows:
I want to exclude [name of merchant] from the Cash Settlement Class of the settlement in the
case called In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation.
My personal information is:
Name (first, middle, last):
Position:
Name of Merchant:
12. How do I opt-out of the Cash Settlement Class of this settlement?
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12
Address:
Phone No.:
Merchant’s taxpayer identification number:
The business names, brand names, and addresses of the stores or sales locations that I want to
exclude from the Cash Settlement Class are:
(list all businesses and addresses of each store or sales location)
My position at the business that gives me the authority to exclude it from the Cash Settlement
Class is as follows:
Warning! If your letter is sent after the deadline it will be considered invalid. If this happens, you won’t
be excluded from the Cash Settlement Class, and you will still be part of the settlement and will be bound
by all of its terms.
No. If you exclude yourself from the Cash Settlement Class (Rule 23(b)(3) Settlement Class):
You cannot get money from this settlement, and
You cannot object to the Cash Settlement (but you can still object to the Rule Changes).
The deadline to exclude yourself is: May 28, 2013. To do this, see: www.PaymentCardSettlement.com.
Important! If you exclude yourself, do not file a claim form asking for payment.
Can I exclude myself from the Rule Changes Settlement Class?
No. You cannot be excluded from the Rule Changes Settlement Class. But you may object to the Rule
Changes Settlement, if you want to.
No. If you do not exclude yourself, you give up your right to sue any of the released parties described in
the Class Settlement Agreement for damages for past conduct.
HOW TO DISAGREE WITH THE SETTLEMENT
You may tell the Court you object to (disagree with) the settlement for the Rule Changes Settlement
Class. You may also object to the settlement for the Cash Settlement Class if you do not exclude yourself.
The Court will consider your objection(s) when it decides whether or not to finally approve the
settlement.
How do I tell the Court I disagree with the settlement?
You must file a Statement of Objections with the Court at this address:
United States District Court for the Eastern District of New York
Clerk of Court
225 Cadman Plaza
Brooklyn, NY 11201
13. If I exclude myself from the Cash Settlement Class, can I still get money from this
settlement?
14. If I do not exclude myself from the Cash Settlement Class, can I sue these
Defendants for damages for past conduct later?
15. What if I disagree with the settlement?
QUESTIONS? CALL 1-800-625-6440 OR VISIT WWW.PAYMENTCARDSETTLEMENT.COM
13
You must also send a copy of your Statement of Objections to Class Counsel and Counsel for the
Defendants at the following addresses:
You must send your Statement of Objections postmarked no later than May 28, 2013.
What should my Statement of Objections say?
Your Statement of Objections must contain the following information:
UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF NEW YORK
_________________________________________
In re Payment Card Interchange Fee and : No. 05-MD-01720 (JG)(JO)
Merchant Discount Antitrust Litigation :
_________________________________________ :
Statement of Objections
I am a member of the Cash Settlement Class [and/or] the Rule Changes Settlement Class in the case
called In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation.
I am a Class member because [List information that will prove you are a class member, such as your
business name and address, and how long you have accepted Visa or MasterCard cards].
I object to the settlement in this lawsuit. I object to (list what part(s) of the Settlement you disagree with,
e.g. the settlement for the Cash Settlement Class, Rule Changes Settlement Class, Allocation Plan, notice
procedures, other features.) [Note that you may also object to any requests for attorneys’ fees and
expenses as part of the same objection, or as part of a separate objection described below].
My reasons for objecting are:
The laws and evidence that support each of my objections are:
My personal information is:
Name (first, middle, last):
Address:
Phone No.:
The contact information for my lawyer (if any) is:
Can I call the Court or the Judge’s office about my objections?
No. If you have questions, you may visit the website for the settlement or call the Class Administrator:
www.PaymentCardSettlement.com
1-800-625-6440
DESIGNATED CLASS COUNSEL DESIGNATED DEFENDANTS’ COUNSEL
Alexandra S. Bernay
Robbins Geller Rudman & Dowd LLP
655 West Broadway, Suite 1900
San Diego, CA 92101
Wesley R. Powell
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
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No. Objecting means you tell the Court which part(s) of the settlement you disagree with (including the
plan for distributing the cash benefits, request for attorneys’ fees and expenses or awards for Class
Plaintiffs).
Being excluded (also called opting-out) means you tell the Court you do not want to be part of the Cash
Settlement Class (Rule 23(b)(3) Settlement Class).
THE LAWYERS REPRESENTING YOU
The Court has appointed the lawyers listed below to represent you. These lawyers are called Class
Counsel. Many other lawyers have also worked with Class Counsel to represent you in this case.
Because you are a class member, you do not have to pay any of these lawyers. They will be paid from the
settlement funds.
Should I hire my own lawyer?
You do not have to hire your own lawyer. But you can if you want to, at your own cost.
If you hire your own lawyer to appear in this case, you must tell the Court and send a copy of your notice
to Class Counsel at any of the addresses above.
For work done through final approval of the settlement by the district court, the lawyers for the class
members (called Class Counsel) will ask the Court for an amount that is a reasonable proportion of the
Cash Settlement Fund, not to exceed 11.5% of the Cash Settlement Fund of $6.05 billion and 11.5% of
the Interchange Fund estimated to be $1.2 billion to compensate all of the lawyers and their law firms that
have worked on the class case. For additional work to administer the settlement, distribute both funds,
and through any appeals, Class Counsel may seek reimbursement at their normal hourly rates, not to
exceed an additional 1% of the Cash Settlement Fund of $6.05 billion and an additional 1% of the
Interchange Fund estimated to be $1.2 billion.
Class Counsel will also request reimbursement of their expenses (not including the administrative costs of
settlement or notice), not to exceed $40 million and up to $200,000 per Class Plaintiff in service awards
for their efforts on behalf of the classes.
Class Counsel may also seek reimbursement of fees and expenses from class members that opt out of the
Cash Settlement Class, to the extent those class members rely on the record compiled in this case. Any
monies that Class Counsel successfully recover from opt-outs will be deposited into the Cash Settlement
Fund if the Court finally approves the settlement.
The amounts to be awarded as attorneys’ fees, reimbursement of expenses, and Class Plaintiffs’ Awards
must be approved by the Court. Class Counsel must file their requests for fees and expenses and other
K. Craig Wildfang
Robins, Kaplan, Miller & Ciresi L.L.P.
2800 LaSalle Plaza
800 LaSalle Avenue
Minneapolis, MN 55402
H. Laddie Montague, Jr.
Berger & Montague, P.C.
1622 Locust Street
Philadelphia, PA 19103
Bonny E. Sweeney
Robbins Geller Rudman & Dowd LLP
655 West Broadway, Suite 1900
San Diego, CA 92101
16. Is objecting the same as being excluded?
17. Who are the lawyers that represent the Classes?
18. How much will the lawyers and Class Plaintiffs be paid?
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costs to the Court by April 11, 2013. You can object to the requests for attorneys’ fees in compliance
with the instructions in Question 19 below.
Copies of the lawyers’ requests for payment, reimbursement, and other costs will be posted at the
settlement website the same day they are filed, which will be no later than April 11, 2013.
You may tell the Court you object to (disagree with) any request for attorneys’ fees and expenses or
awards to Class Plaintiffs. You may do so if you do not exclude yourself from the Cash Settlement Class
and/or if you are a member of the Rule Changes Settlement Class. The Court will consider your
objection(s) when it evaluates any request for attorneys’ fees and expenses and/or awards to Class
Plaintiffs in connection with its decision on final approval of the settlement.
To file an objection, you must file a Statement of Objections with the Court at this address:
United States District Court for the Eastern District of New York
Clerk of Court
225 Cadman Plaza
Brooklyn, NY 11201
You must also send a copy of your Statement of Objections to Class Counsel and Counsel for the
Defendants at the following addresses:
The Clerk of Court, the attorneys for the class and defendants must receive your letter by May 28, 2013.
What should my Statement of Objections say?
Your Statement of Objections must contain the following information:
UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF NEW YORK
_________________________________________
In re Payment Card Interchange Fee and : No. 05-MD-01720 (JG)(JO)
Merchant Discount Antitrust Litigation :
_________________________________________ :
Statement of Objections
I am a member of the Cash Settlement Class [and/or] the Rules Changes Settlement Class in the case
called In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation.
I am a Class member because [List information that will prove you are a class member, such as your
business name and address, and how long you have accepted Visa or MasterCard cards].
I object to class counsel’s request for attorneys’ fees and expenses and/or to the request for money awards
to Class Plaintiffs.
My reasons for objecting are:
DESIGNATED CLASS COUNSEL DESIGNATED DEFENDANTS’ COUNSEL
Alexandra S. Bernay
Robbins Geller Rudman & Dowd LLP
655 West Broadway, Suite 1900
San Diego, CA 92101
Wesley R. Powell
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
19. How do I disagree with the requested attorneys’ fees, expenses or awards to Class
Plaintiffs?
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16
The laws and evidence that support each of my objections are:
My personal information is:
Name (first, middle, last):
Address:
Phone No.:
The contact information for my lawyer (if any) is:
Can I call the Court or the Judge’s office about my objections?
No. If you have questions, you may visit the website for the settlement or call the Class Administrator:
www.PaymentCardSettlement.com
1-800-625-6440
THE COURT’S FAIRNESS HEARING
There will be a Fairness Hearing at 10:00 a.m. on September 12, 2013. The hearing will take place at:
United States District Court for the Eastern District of New York
225 Cadman Plaza
Brooklyn, NY 11201
We do not know how long the Court will take to make its decision.
Important! The time and date of this hearing may change without additional mailed or published notice.
For updated information on the hearing, visit: www.PaymentCardSettlement.com.
Why is there a hearing?
The hearing is about whether or not the settlement is fair, adequate, and reasonable.
The Court will consider any objections and listen to class members who have asked to speak at the
hearing.
The Court will also decide whether it should give its final approval of the Plaintiffs’ requests for
attorneys’ fees and expenses, service awards, and other costs.
No. You do not have to go to the hearing, even if you sent the Court an objection. But, you can go to the
hearing or hire a lawyer to go the hearing if you want to, at your own expense.
You must file a Notice of Intention to Appear with the Court at this address:
United States District Court for the Eastern District of New York
Clerk of Court
225 Cadman Plaza
Brooklyn, NY 11201
20. When and where will the Court decide whether to approve the settlement?
21. Do I have to come to the hearing to get my money?
22. What if I want to speak at the hearing?
QUESTIONS? CALL 1-800-625-6440 OR VISIT WWW.PAYMENTCARDSETTLEMENT.COM
17
Your Notice of Intention to Appear must be filed by May 28, 2013. You must also mail a copy of your
letter to Class Counsel and Counsel for the Defendants at the addresses listed in Question 15.
What should my Notice of Intention to Appear say?
Your
Notice of Intention to Appear must be signed and contain the following information:
UNITED STATES DISTRICT COURT
FOR THE EASTERN DISTRICT OF NEW YORK
_________________________________________
In re Payment Card Interchange Fee and : No. 05-MD-01720 (JG)(JO)
Merchant Discount Antitrust Litigation :
_________________________________________ :
Notice of Intention to Appear
I want to speak at the Fairness Hearing for the case called In re Payment Card
Interchange Fee and Merchant Discount Antitrust Litigation.
My personal information is:
Name (first, middle, last):
Address:
Phone No.:
Personal information for other people (including lawyers) who want to speak at the
hearing:
IF YOU DO NOTHING
If you do not file a claim, you cannot get money from this settlement.
If you do not exclude yourself from the Cash Settlement Class (Rule 23(b)(3) Settlement Class), you
cannot be part of any other lawsuit against Defendants and other released parties listed in the Class
Settlement Agreement for damages for past conduct. You will be bound by the Cash Settlement Class
(Rule 23(b)(3) Class) Release.
GETTING MORE INFORMATION
There are several ways to get more information about the settlement.
You will find the following information at: www.PaymentCardSettlement.com:
The complete Class Settlement Agreement, including all attachments, and
Other documents related to this lawsuit.
23. What happens if I do nothing?
24. How do I get more information?
QUESTIONS? CALL 1-800-625-6440 OR VISIT WWW.PAYMENTCARDSETTLEMENT.COM
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To receive a copy of the Class Settlement Agreement or other documents related to this lawsuit, you may:
Visit: www.PaymentCardSettlement.com
Write to: Payment Card Interchange Fee Settlement
P.O. Box 2530
Portland OR 97208-2530
Email: [email protected]
Call: 1-800-625-6440 – toll-free
If you do not get a Claim Form in the mail or by email, you may download one at:
www.PaymentCardSettlement.com, or call: 1-800-625-6440.
Please do not attempt to contact Judge Gleeson or the Clerk of Court with any questions.
THE FULL TEXT OF THE RELEASES
31. The “Rule 23(b)(3) Settlement Class Releasing Parties” are the Class Plaintiffs, each and every
member of the Rule 23(b)(3) Settlement Class that does not become an Opt Out, and any of their
respective past, present, or future: officers and directors; stockholders, agents, employees, legal
representatives, partners, and associates (in their capacities as stockholders, agents, employees, legal
representatives, partners, and associates of a member of the Rule 23(b)(3) Settlement Class only); and
trustees, parents, subsidiaries, divisions, affiliates, heirs, executors, administrators, purchasers,
predecessors, successors, and assigns — whether or not they object to this Class Settlement
Agreement, and whether or not they make a claim for payment from the Class Settlement Cash
Escrow Account(s) or the Class Settlement Interchange Escrow Account(s), whether directly,
representatively, derivatively, or in any other capacity.
32. The “Rule 23(b)(3) Settlement Class Released Parties” are all of the following:
(a) Visa U.S.A. Inc., Visa International Service Association, Visa Inc., Visa Asia Pacific
Region, Visa Canada Association, Visa Central & Eastern Europe, Middle East & Africa
Region, Visa Europe, Visa Europe Limited, Visa Latin America & Caribbean Region,
and any other entity that now authorizes or licenses, or in the past has authorized or
licensed, a financial institution to issue any Visa-Branded Cards or to acquire any Visa-
Branded Card transactions.
(b) MasterCard International Incorporated, MasterCard Incorporated, and any other
entity that now authorizes or licenses, or in the past has authorized or licensed, a financial
institution to issue any MasterCard-Branded Cards or to acquire any MasterCard-Branded
Card transactions.
(c) Bank of America, N.A.; BA Merchant Services LLC (formerly known as National
Processing, Inc.); Bank of America Corporation; MBNA America Bank, N.A., and FIA
Card Services, N.A.
(d) Barclays Bank plc; Barclays Bank Delaware; and Barclays Financial Corp.
(e) Capital One Bank (USA), N.A.; Capital One F.S.B.; and Capital One Financial
Corporation.
25. What is the full text of the Release for the Cash Settlement Class?
QUESTIONS? CALL 1-800-625-6440 OR VISIT WWW.PAYMENTCARDSETTLEMENT.COM
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(f) Chase Bank USA, N.A.; Chase Manhattan Bank USA, N.A.; Chase Paymentech
Solutions, LLC; JPMorgan Chase Bank, N.A.; JPMorgan Chase & Co.; Bank One
Corporation; and Bank One Delaware, N.A.
(g) Citibank (South Dakota), N.A.; Citibank N.A.; Citigroup Inc.; and Citicorp.
(h) Fifth Third Bancorp.
(i) First National Bank of Omaha.
(j) HSBC Finance Corporation; HSBC Bank USA, N.A.; HSBC North America
Holdings Inc.; HSBC Holdings plc; and HSBC Bank plc.
(k) National City Corporation and National City Bank of Kentucky.
(l) SunTrust Banks, Inc. and SunTrust Bank.
(m) Texas Independent Bancshares, Inc.
(n) Wachovia Bank, N.A. and Wachovia Corporation.
(o) Washington Mutual, Inc.; Washington Mutual Bank; Providian National Bank (also
known as Washington Mutual Card Services, Inc.); and Providian Financial Corporation.
(p) Wells Fargo & Company and Wells Fargo Bank, N.A.
(q) Each and every entity or person alleged to be a co-conspirator of any Defendant in
any of the Operative Class Complaints or any of the Class Actions.
(r) Each of the past, present, or future member or customer financial institutions of Visa
U.S.A. Inc., Visa International Service Association, Visa Inc., Visa Europe, Visa Europe
Limited, MasterCard International Incorporated, or MasterCard Incorporated.
(s) For each of the entities or persons in Paragraphs 32(a)-(r) above, each of their
respective past, present, and future, direct and indirect, parents (including holding
companies), subsidiaries, affiliates, and associates (all as defined in SEC Rule 12b-2
promulgated pursuant to the Securities Exchange Act of 1934), or any other entity in
which more than 50% of the equity interests are held.
(t) For each of the entities or persons in Paragraphs 32(a)-(s) above, each of their
respective past, present, and future predecessors, successors, purchasers, and assigns
(including acquirers of all or substantially all of the assets, stock, or other ownership
interests of any of the Defendants to the extent a successor’s, purchaser’s, or acquirer’s
liability is based on the Rule 23(b)(3) Settlement Class Released Parties as defined in
Paragraphs 32(a)-(s) above).
(u) For each of the entities or persons in Paragraphs 32(a)-(t) above, each of their
respective past, present, and future principals, trustees, partners, officers, directors,
employees, agents, attorneys, legal or other representatives, trustees, heirs, executors,
administrators, shareholders, advisors, predecessors, successors, purchasers, and assigns
(including acquirers of all or substantially all of the assets, stock, or other ownership
interests of each of the foregoing entities to the extent a successor’s, purchaser’s, or
acquirer’s liability is based on the Rule 23(b)(3) Settlement Class Released Parties as
defined in Paragraphs 32(a)-(t) above).
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33. This release applies solely to the Rule 23(b)(3) Settlement Class Releasing Parties. In addition to
the effect of the Class Settlement Order and Final Judgment entered in accordance with this Class
Settlement Agreement, including but not limited to any res judicata effect, the Rule 23(b)(3)
Settlement Class Releasing Parties hereby expressly and irrevocably waive, and fully, finally, and
forever settle, discharge, and release the Rule 23(b)(3) Settlement Class Released Parties from any
and all manner of claims, demands, actions, suits, and causes of action, whether individual, class,
representative, parens patriae, or otherwise in nature, for damages, interest, costs, expenses,
attorneys’ fees, fines, civil or other penalties, or other payment of money, or for injunctive,
declaratory, or other equitable relief, whenever incurred, whether directly, indirectly, derivatively, or
otherwise, regardless of when such claims accrue, whether known or unknown, suspected or
unsuspected, in law or in equity that any Rule 23(b)(3) Settlement Class Releasing Party ever had,
now has, or hereafter can, shall, or may in the future have, arising out of or relating in any way to any
conduct, acts, transactions, events, occurrences, statements, omissions, or failures to act of any Rule
23(b)(3) Settlement Class Released Party that are alleged or which could have been alleged from the
beginning of time until the date of the Court’s entry of the Class Settlement Preliminary Approval
Order in any of the Operative Class Complaints or Class Action complaints, or in any amendments to
the Operative Class Complaints or Class Action complaints, including but not limited to any claims
based on or relating to:
(a) any interchange rules, interchange fees, or interchange rates, or any other Rule of any
Visa Defendant or MasterCard Defendant, or any agreement involving any Visa
Defendant or any MasterCard Defendant and any other Rule 23(b)(3) Settlement Class
Released Party, and/or any merchant arising out of or relating to interchange rules,
interchange fees, or interchange rates, card issuance, or card acceptance with respect to
any Visa-Branded Card transactions in the United States or any MasterCard-Branded
Card transactions in the United States;
(b) any Merchant Fee of any Rule 23(b)(3) Settlement Released Party relating to any
Visa-Branded Card transactions in the United States or any MasterCard-Branded Card
transactions in the United States;
(c) any actual or alleged “no surcharge” rules, “honor all cards” rules, “no minimum
purchase” rules, “no discounting” rules, “non-discrimination” rules, “anti-steering” rules,
Rules that limit merchants in favoring or steering customers to use certain payment
systems, “all outlets” rules, “no bypass” rules, or “no multi-issuer” rules, or any other
actual or alleged Rule of any Rule 23(b)(3) Settlement Class Released Party relating to
any Visa-Branded Cards or any MasterCard-Branded Cards, or a merchant’s point of sale
practices relating to any Visa-Branded Cards or any MasterCard-Branded Cards;
(d) any actual or alleged agreement (i) between or among any Visa Defendant and any
MasterCard Defendant, (ii) between or among any Visa Defendant or MasterCard
Defendant and any other Rule 23(b)(3) Settlement Class Released Party or Parties, or
(iii) between or among any Visa Defendant, MasterCard Defendant, or any other Rule
23(b)(3) Settlement Class Released Party or Parties relating to conduct or Rules of any
Visa Defendant or any MasterCard Defendant;
(e) any reorganization, restructuring, initial or other public offering, or other corporate
structuring of any Visa Defendant or MasterCard Defendant;
(f) any service of an employee or agent of any Rule 23(b)(3) Settlement Class Released
Party on any board or committee of any Visa Defendant or MasterCard Defendant;
(g) the future effect in the United States of the continued imposition of or adherence to
any Rule of any Visa Defendant or MasterCard Defendant in effect in the United States
as of the date of the Court’s entry of the Class Settlement Preliminary Approval Order,
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any Rule modified or to be modified pursuant to this Class Settlement Agreement, or any
Rule that is substantially similar to any Rule in effect in the United States as of the date
of the Court’s entry of the Class Settlement Preliminary Approval Order or any Rule
modified or to be modified pursuant to this Class Settlement Agreement;
(h) the future effect in the United States of any conduct of any Rule 23(b)(3) Settlement
Class Released Party substantially similar to the conduct of any Rule 23(b)(3) Settlement
Class Released Party related to or arising out of interchange rules, interchange fees, or
interchange rates, any Rule of any Visa Defendant or MasterCard Defendant modified or
to be modified pursuant to this Class Settlement Agreement, any other Rule of any Visa
Defendant or any MasterCard Defendant in effect as of the date of the Court’s entry of
the Class Settlement Preliminary Approval Order, or any Rule substantially similar to any
of the foregoing Rules;
(i) any conduct of this Action, including without limitation any settlement discussions
relating to this Action, the negotiation of and agreement to this Class Settlement
Agreement by the Defendants or any member or customer financial institution of the Visa
Defendants or the MasterCard Defendants, or any terms or effect of this Class Settlement
Agreement (other than claims to enforce this Class Settlement Agreement), including any
changes in the Rule 23(b)(3) Settlement Class Released Parties’ Rules as a result of this
Class Settlement Agreement;
and it is expressly agreed, for purposes of clarity, without expanding or limiting the
foregoing, that any claims based on or relating to (a)-(i) above are claims that were or
could have been alleged in this Action.
34. Each Rule 23(b)(3) Settlement Class Releasing Party further expressly and irrevocably waives,
and fully, finally, and forever settles and releases, any and all defenses, rights, and benefits that the
Rule 23(b)(3) Settlement Class Releasing Party may have or that may be derived from the provisions
of applicable law which, absent such waiver, may limit the extent or effect of the release contained in
the preceding Paragraphs 31-33. Without limiting the generality of the foregoing, each Rule 23(b)(3)
Settlement Class Releasing Party expressly and irrevocably waives and releases any and all defenses,
rights, and benefits that the Rule 23(b)(3) Settlement Class Releasing Party might otherwise have in
relation to the release by virtue of the provisions of California Civil Code Section 1542 or similar
laws of any other state or jurisdiction. SECTION 1542 PROVIDES: “CERTAIN CLAIMS NOT
AFFECTED BY GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.” In addition, although each Rule 23(b)(3) Settlement Class Releasing Party may hereafter
discover facts other than, different from, or in addition to those that it or he or she knows or believes
to be true with respect to any claims released in the preceding Paragraphs 31-33, each Rule 23(b)(3)
Settlement Class Releasing Party hereby expressly waives, and fully, finally, and forever settles,
discharges, and releases, any known or unknown, suspected or unsuspected, contingent or non-
contingent claims within the scope of the preceding Paragraphs 31-33, whether or not concealed or
hidden, and without regard to the subsequent discovery or existence of such other, different, or
additional facts. Class Plaintiffs acknowledge, and the members of the Rule 23(b)(3) Settlement Class
shall be deemed by operation of the Class Settlement Order and Final Judgment to have
acknowledged, that the foregoing waiver was separately bargained for and is a key element of this
Class Settlement Agreement.
35. Each Rule 23(b)(3) Settlement Class Releasing Party covenants and agrees that it shall not,
hereafter, seek to establish, or permit another to act for it in a representative capacity to seek to
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22
establish, liability against any of the Rule 23(b)(3) Settlement Class Released Parties based, in whole
or in part, upon any conduct covered by any of the claims released in Paragraphs 31-34 above.
36. For avoidance of doubt, no other provision of this Class Settlement Agreement releases any claim
of a Rule 23(b)(3) Settlement Class Releasing Party that is based on:
(a) breach of this Class Settlement Agreement;
(b) standard commercial disputes arising in the ordinary course of business under
contracts or commercial relations regarding loans, lines of credit, or other related banking
or credit relations, individual chargeback disputes, products liability, breach of warranty,
misappropriation of cardholder data or invasion of privacy, compliance with technical
specifications for a merchant’s acceptance of Credit Cards or Debit Cards, and any other
dispute arising out of a breach of any contract between any of the Rule 23(b)(3)
Settlement Class Releasing Parties and any of the Rule 23(b)(3) Settlement Class
Released Parties; provided, however, that Paragraphs 31-35 [of the Class Settlement
Agreement] and not this Paragraph shall control in the event that any such claim
challenges the legality of interchange rules, interchange rates, or interchange fees, or any
other Rule fee, charge, or other conduct covered by any of the claims released in
Paragraphs 31-35 above; or
(c) the claims alleged in the currently operative complaints against the current
defendants in (i) NACS, et al. v. Board of Governors of the Federal Reserve System, No.
11-CV-02075-RJL (D.D.C.), and (ii) In re ATM Fee Antitrust Litigation, No.
04-CV-02676-CRB (N.D. Cal) (including claims that have been asserted to have been
alleged in the Second Amended and Third Amended Complaints against Bank of
America, N.A.).
37. Each Rule 23(b)(3) Settlement Class Releasing Party further releases each of the Visa Defendants,
MasterCard Defendants, and Bank Defendants and their counsel and experts in this Action from any
claims relating to the defense of this Action, including the negotiation and terms of this Class
Settlement Agreement, except for any claims relating to enforcement of this Class Settlement
Agreement. Each Visa Defendant, MasterCard Defendant, and Bank Defendant releases the Class
Plaintiffs, the other plaintiffs in the Class Actions, Class Counsel, Class Plaintiffs’ other counsel who
have participated in any settlement conferences before the Court for a Class Plaintiff that executes
this Class Settlement Agreement, and their respective experts in the Class Actions, from any claims
relating to their institution or prosecution of the Class Actions, including the negotiation and terms of
this Class Settlement Agreement, except for any claims relating to enforcement of this Class
Settlement Agreement.
38. In the event that this Class Settlement Agreement is terminated pursuant to Paragraphs 96-98
below, or any condition for the Settlement Final Approval Date is not satisfied, the release and
covenant not to sue provisions of Paragraphs 31-37 above shall be null and void and unenforceable.
66. The “Rule 23(b)(2) Settlement Class Releasing Parties” are the Class Plaintiffs, each and every
member of the Rule 23(b)(2) Settlement Class, and any of their respective past, present, or future:
officers and directors; stockholders, agents, employees, legal representatives, partners, and associates
(in their capacities as stockholders, agents, employees, legal representatives, partners, and associates
of a member of the Rule 23(b)(2) Settlement Class only); and trustees, parents, subsidiaries, divisions,
affiliates, heirs, executors, administrators, purchasers, predecessors, successors, and assigns —
whether or not they object to this Class Settlement Agreement, and whether or not they exercise any
26. What is the full text of the Release for the Rule Changes Settlement Class?
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23
benefit provided under the Class Settlement Agreement, whether directly, representatively,
derivatively, or in any other capacity.
67. The “Rule 23(b)(2) Settlement Class Released Parties” are all of the following:
(a) Visa U.S.A. Inc., Visa International Service Association, Visa Inc., Visa Asia Pacific
Region, Visa Canada Association, Visa Central & Eastern Europe, Middle East & Africa
Region, Visa Europe, Visa Europe Limited, Visa Latin America & Caribbean Region,
and any other entity that now authorizes or licenses, or in the past has authorized or
licensed, a financial institution to issue any Visa-Branded Cards or to acquire any Visa-
Branded Card transactions.
(b) MasterCard International Incorporated, MasterCard Incorporated, and any other
entity that now authorizes or licenses, or in the past has authorized or licensed, a financial
institution to issue any MasterCard-Branded Cards or to acquire any MasterCard-Branded
Card transactions.
(c) Bank of America, N.A.; BA Merchant Services LLC (formerly known as National
Processing, Inc.); Bank of America Corporation; MBNA America Bank, N.A., and FIA
Card Services, N.A.
(d) Barclays Bank plc; Barclays Bank Delaware; and Barclays Financial Corp.
(e) Capital One Bank (USA), N.A.; Capital One F.S.B.; and Capital One Financial
Corporation.
(f) Chase Bank USA, N.A.; Chase Manhattan Bank USA, N.A.; Chase Paymentech
Solutions, LLC; JPMorgan Chase Bank, N.A.; JPMorgan Chase & Co.; Bank One
Corporation; and Bank One Delaware, N.A.
(g) Citibank (South Dakota), N.A.; Citibank N.A.; Citigroup Inc.; and Citicorp.
(h) Fifth Third Bancorp.
(i) First National Bank of Omaha.
(j) HSBC Finance Corporation; HSBC Bank USA, N.A.; HSBC North America
Holdings Inc.; HSBC Holdings plc; and HSBC Bank plc.
(k) National City Corporation and National City Bank of Kentucky.
(l) SunTrust Banks, Inc. and SunTrust Bank.
(m) Texas Independent Bancshares, Inc.
(n) Wachovia Bank, N.A. and Wachovia Corporation.
(o) Washington Mutual, Inc.; Washington Mutual Bank; Providian National Bank (also
known as Washington Mutual Card Services, Inc.); and Providian Financial Corporation.
(p) Wells Fargo & Company and Wells Fargo Bank, N.A.
(q) Each and every entity or person alleged to be a co-conspirator of any Defendant in
any of the Operative Class Complaints or any of the Class Actions.
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(r) Each of the past, present, or future member or customer financial institutions of Visa
U.S.A. Inc., Visa International Service Association, Visa Inc., Visa Europe, Visa Europe
Limited, MasterCard International Incorporated, or MasterCard Incorporated.
(s) For each of the entities or persons in Paragraphs 67(a)-(r) above, each of their
respective past, present, and future, direct and indirect, parents (including holding
companies), subsidiaries, affiliates, and associates (all as defined in SEC Rule 12b-2
promulgated pursuant to the Securities Exchange Act of 1934), or any other entity in
which more than 50% of the equity interests are held.
(t) For each of the entities or persons in Paragraphs 67(a)-(s) above, each of their
respective past, present, and future predecessors, successors, purchasers, and assigns
(including acquirers of all or substantially all of the assets, stock, or other ownership
interests of any of the Defendants to the extent a successor’s, purchaser’s, or acquirer’s
liability is based on the Rule 23(b)(2) Settlement Class Released Parties as defined in
Paragraphs 67(a)-(s) above).
(u) For each of the entities or persons in Paragraphs 67(a)-(t) above, each of their
respective past, present, and future principals, trustees, partners, officers, directors,
employees, agents, attorneys, legal or other representatives, trustees, heirs, executors,
administrators, shareholders, advisors, predecessors, successors, purchasers, and assigns
(including acquirers of all or substantially all of the assets, stock, or other ownership
interests of each of the foregoing entities to the extent a successor’s, purchaser’s, or
acquirer’s liability is based on the Rule 23(b)(2) Settlement Class Released Parties as
defined in Paragraphs 67(a)-(t) above).
68. This release applies solely to the Rule 23(b)(2) Settlement Class Releasing Parties. In addition to
the effect of the Class Settlement Order and Final Judgment entered in accordance with this Class
Settlement Agreement, including but not limited to any res judicata effect, the Rule 23(b)(2)
Settlement Class Releasing Parties hereby expressly and irrevocably waive, and fully, finally, and
forever settle, discharge, and release the Rule 23(b)(2) Settlement Class Released Parties from any
and all manner of claims, demands, actions, suits, and causes of action, whether individual, class,
representative, parens patriae, or otherwise in nature, for any form of declaratory, injunctive, or
equitable relief, or any damages or other monetary relief relating to the period after the date of the
Court’s entry of the Class Settlement Preliminary Approval Order, regardless of when such claims
accrue, whether known or unknown, suspected or unsuspected, in law or in equity that any Rule
23(b)(2) Settlement Class Releasing Party now has, or hereafter can, shall, or may in the future have,
arising out of or relating in any way to any conduct, acts, transactions, events, occurrences,
statements, omissions, or failures to act of any Rule 23(b)(2) Settlement Class Released Party that are
alleged or which could have been alleged from the beginning of time until the date of the Court’s
entry of the Class Settlement Preliminary Approval Order in any of the Operative Class Complaints
or Class Action complaints, or in any amendments to the Operative Class Complaints or Class Action
complaints, including but not limited to any claims based on or relating to:
(a) any interchange rules, interchange fees, or interchange rates, or any other Rule of any
Visa Defendant or MasterCard Defendant, or any agreement involving any Visa
Defendant or any MasterCard Defendant and any other Rule 23(b)(2) Settlement Class
Released Party, and/or any merchant arising out of or relating to interchange rules,
interchange fees, or interchange rates, card issuance, or card acceptance with respect to
any Visa-Branded Card transactions in the United States or any MasterCard-Branded
Card transactions in the United States;
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(b) any Merchant Fee of any Rule 23(b)(2) Settlement Released Party relating to any
Visa-Branded Card transactions in the United States or any MasterCard-Branded Card
transactions in the United States;
(c) any actual or alleged “no surcharge” rules, “honor all cards” rules, “no minimum
purchase” rules, “no discounting” rules, “non-discrimination” rules, “anti-steering” rules,
Rules that limit merchants in favoring or steering customers to use certain payment
systems, “all outlets” rules, “no bypass” rules, or “no multi-issuer” rules, or any other
actual or alleged Rule of any Rule 23(b)(2) Settlement Class Released Party relating to
any Visa-Branded Cards or any MasterCard-Branded Cards, or a merchant’s point of sale
practices relating to any Visa-Branded Cards or any MasterCard-Branded Cards;
(d) any actual or alleged agreement (i) between or among any Visa Defendant and any
MasterCard Defendant, (ii) between or among any Visa Defendant or MasterCard
Defendant and any other Rule 23(b)(2) Settlement Class Released Party or Parties, or (iii)
between or among any Visa Defendant, MasterCard Defendant, or any other Rule
23(b)(2) Settlement Class Released Party or Parties relating to conduct or Rules of any
Visa Defendant or any MasterCard Defendant;
(e) any reorganization, restructuring, initial or other public offering, or other corporate
structuring of any Visa Defendant or MasterCard Defendant;
(f) any service of an employee or agent of any Rule 23(b)(2) Settlement Class Released
Party on any board or committee of any Visa Defendant or MasterCard Defendant;
(g) the future effect in the United States of the continued imposition of or adherence to
any Rule of any Visa Defendant or MasterCard Defendant in effect in the United States
as of the date of the Court’s entry of the Class Settlement Preliminary Approval Order,
any Rule modified or to be modified pursuant to this Class Settlement Agreement, or any
Rule that is substantially similar to any Rule in effect in the United States as of the date
of the Court’s entry of the Class Settlement Preliminary Approval Order or any Rule
modified or to be modified pursuant to this Class Settlement Agreement;
(h) the future effect in the United States of any conduct of any Rule 23(b)(2) Settlement
Class Released Party substantially similar to the conduct of any Rule 23(b)(2) Settlement
Class Released Party related to or arising out of interchange rules, interchange fees, or
interchange rates, any Rule of any Visa Defendant or MasterCard Defendant modified or
to be modified pursuant to this Class Settlement Agreement, any other Rule of any Visa
Defendant or any MasterCard Defendant in effect as of the date of the Court’s entry of
the Class Settlement Preliminary Approval Order, or any Rule substantially similar to any
of the foregoing Rules;
(i) any conduct of this Action, including without limitation any settlement discussions
relating to this Action, the negotiation of and agreement to this Class Settlement
Agreement by the Defendants or any member or customer financial institution of the Visa
Defendants or the MasterCard Defendants, or any terms or effect of this Class Settlement
Agreement (other than claims to enforce this Class Settlement Agreement), including any
changes in the Rule 23(b)(2) Settlement Class Released Parties’ Rules as a result of this
Class Settlement Agreement;
and it is expressly agreed, for purposes of clarity, without expanding or limiting the
foregoing, that any claims based on or relating to (a)-(i) above are claims that were or
could have been alleged in this Action.
Provided, however, that any Opt Out that is also a member of the Rule 23(b)(2)
Settlement Class shall not be deemed to have released any claims for damages based on
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any Rules or other conduct, acts, transactions, events, occurrences, statements, omissions,
or failures to act of any Rule 23(b)(3) Settlement Class Released Party prior to the date of
the Court’s entry of the Class Settlement Preliminary Approval Order.
69. Each Rule 23(b)(2) Settlement Class Releasing Party further expressly and irrevocably waives,
and fully, finally, and forever settles and releases, any and all defenses, rights, and benefits that the
Rule 23(b)(2) Settlement Class Releasing Party may have or that may be derived from the provisions
of applicable law which, absent such waiver, may limit the extent or effect of the release contained in
the preceding Paragraphs 66-68. Without limiting the generality of the foregoing, each Rule 23(b)(2)
Settlement Class Releasing Party expressly and irrevocably waives and releases any and all defenses,
rights, and benefits that the Rule 23(b)(2) Settlement Class Releasing Party might otherwise have in
relation to the release by virtue of the provisions of California Civil Code Section 1542 or similar
laws of any other state or jurisdiction. SECTION 1542 PROVIDES: “CERTAIN CLAIMS NOT
AFFECTED BY GENERAL RELEASE. A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.” In addition, although each Rule 23(b)(2) Settlement Class Releasing Party may hereafter
discover facts other than, different from, or in addition to those that it or he or she knows or believes
to be true with respect to any claims released in the preceding Paragraphs 66-68, each Rule 23(b)(2)
Settlement Class Releasing Party hereby expressly waives, and fully, finally, and forever settles,
discharges, and releases, any known or unknown, suspected or unsuspected, contingent or non-
contingent claims within the scope of the preceding Paragraphs 66-68, whether or not concealed or
hidden, and without regard to the subsequent discovery or existence of such other, different, or
additional facts. Class Plaintiffs acknowledge, and the members of the Rule 23(b)(2) Settlement Class
shall be deemed by operation of the Class Settlement Order and Final Judgment to have
acknowledged, that the foregoing waiver was separately bargained for and is a key element of this
Class Settlement Agreement.
70. Each Rule 23(b)(2) Settlement Class Releasing Party covenants and agrees that it shall not,
hereafter, seek to establish, or permit another to act for it in a representative capacity to seek to
establish, liability against any of the Rule 23(b)(2) Settlement Class Released Parties based, in whole
or in part, upon any conduct covered by any of the claims released in Paragraphs 66-69 above.
71. For purposes of clarity, it is specifically intended for the release and covenant not to sue
provisions of Paragraphs 66-70 above to preclude all members of the Rule 23(b)(2) Settlement Class
from seeking or obtaining any form of declaratory, injunctive, or equitable relief, or damages or other
monetary relief relating to the period after the date of the Court’s entry of the Class Settlement
Preliminary Approval Order with respect to any Rule of any Visa Defendant or any MasterCard
Defendant, and the compliance by any Bank Defendant with any such Rule, as it is alleged to exist,
now exists, may be modified in the manner provided in Paragraphs 40-45 and 53-57 above, or may in
the future exist in the same or substantially similar form thereto.
72. For avoidance of doubt, no other provision of this Class Settlement Agreement releases any claim
of a Rule 23(b)(2) Settlement Class Releasing Party that is based on:
(a) breach of this Class Settlement Agreement;
(b) standard commercial disputes arising in the ordinary course of business under
contracts or commercial relations regarding loans, lines of credit, or other related banking
or credit relations, individual chargeback disputes, products liability, breach of warranty,
misappropriation of cardholder data or invasion of privacy, compliance with technical
specifications for a merchant’s acceptance of Credit Cards or Debit Cards, and any other
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dispute arising out of a breach of any contract between any of the Rule 23(b)(2)
Settlement Class Releasing Parties and any of the Rule 23(b)(2) Settlement Class
Released Parties; provided, however, that Paragraphs 66-71 above and not this Paragraph
shall control in the event that any such claim challenges the legality of interchange rules,
interchange rates, or interchange fees, or any other Rule, fee, charge, or other conduct
covered by any of the claims released in Paragraphs 66-71 above;
(c) the claims alleged in the currently operative complaints against the current defendants
in (i) NACS, et al. v. Board of Governors of the Federal Reserve System, No. 11-CV-
02075-RJL (D.D.C.), and (ii) In re ATM Fee Antitrust Litigation, No. 04-CV-02676-CRB
(N.D. Cal) (including claims that have been asserted to have been alleged in the Second
Amended or Third Amended Complaints against Bank of America, N.A.); or
(d) a claim seeking only injunctive relief against only the Visa Defendants regarding the
legality of Visa’s Fixed Acquirer Network Fee.
73. Each Rule 23(b)(2) Settlement Class Releasing Party further releases each of the Visa Defendants,
MasterCard Defendants, and Bank Defendants and their counsel and experts in this Action from any
claims relating to the defense of this Action, including the negotiation and terms of this Class
Settlement Agreement, except for any claims relating to enforcement of this Class Settlement
Agreement. Each Visa Defendant, MasterCard Defendant, and Bank Defendant releases the Class
Plaintiffs, other plaintiffs in the Class Actions, Class Counsel, Class Plaintiffs’ other counsel who
have participated in any settlement conferences before the Court for a Class Plaintiff that executes
this Class Settlement Agreement, and their respective experts in the Class Actions, from any claims
relating to their institution or prosecution of the Class Actions, including the negotiation and terms of
this Class Settlement Agreement, except for any claims relating to enforcement of this Class
Settlement Agreement.
74. In the event that this Class Settlement Agreement is terminated pursuant to Paragraphs 96-98
below, or any condition for the Settlement Final Approval Date is not satisfied, the release and
covenant not to sue provisions of Paragraphs 66-73 above shall be null and void and unenforceable.
