EDWARD GRZEDZINSKI
EMPLOYMENT AGREEMENT

     THIS EMPLOYMENT AGREEMENT (this Agreement) is made this 7th day of May, 2001 by and among EDWARD GRZEDZINSKI (hereinafter referred to as Employee), NOVA CORPORATION, a Georgia corporation (NOVA Corp), NOVA INFORMATION SYSTEMS, INC., a Georgia corporation (NOVA) and U.S. BANCORP, a Delaware corporation (Parent).

WITNESSETH:

     WHEREAS, NOVA Corp, through its direct and indirect subsidiaries, and Parent are in the business of providing credit card and debit card transaction processing services and settlement services (including the related products and services of automated teller machines and check guarantee services) to merchants, financial institutions, independent sales organizations (ISOs), and other similar customers (collectively, the Business) throughout the United States and in Europe;

     WHEREAS, Employee currently serves as Chairman of the Board of Directors, President and Chief Executive Officer of NOVA Corp pursuant to an Employment Agreement between Employee and NOVA Corp effective February 22, 2001 (the Prior Agreement);

     WHEREAS, Parent and NOVA Corp have entered into the Agreement and Plan of Merger dated as of May 7, 2001 (the Merger Agreement), pursuant to which NOVA Corp will merge with and into Parent (the Merger) on the terms and subject to the conditions of the Merger Agreement;

     WHEREAS, NOVA and Parent, or their assigns, will continue to engage in the Business throughout the United States and Europe (the Territory);

     WHEREAS, NOVA Corp and Employee desire to terminate the Prior Agreement, which termination shall be contemporaneous with the effectiveness of this Agreement;

     WHEREAS, Parent desires to retain the services of Employee on the terms and conditions set forth in this Agreement, and Employee desires to be employed by Parent on such terms and conditions;

     NOW, THEREFORE, for and in consideration of the Confidential Information and Trade Secrets (as hereafter defined) furnished to Employee by NOVA and Parent in order that he may perform his duties under this Agreement, the mutual covenants and agreements herein contained, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

     1.     Employment of Employee. Parent hereby employs Employee for a period beginning as of the effective date of the Merger (the Effective Date) and ending five (5) years thereafter (the Initial Term), unless Employees employment by Parent is sooner terminated or automatically renewed pursuant to the terms of this Agreement (Employees employment by Parent pursuant to the terms of this Agreement shall hereinafter be referred to as Employment).

	(a) Employee agrees to such Employment on the terms and conditions herein set forth and agrees to devote his reasonable best efforts to his duties under this Agreement and to perform such duties diligently and efficiently and in accordance with the directions of Parent.
	(b) During the term of Employees Employment, Employee shall be employed as Chairman of the Board of Directors, President and Chief Executive Officer of NOVA and a Vice Chairman of Parent. Employee shall be responsible primarily for such duties as are assigned to

	him from time to time by the Chief Executive Officer of Parent, which in any event shall be such duties as are customary for an officer in those positions.
	(c) Employee shall devote substantially all of his business time, attention, and energies to the business and affairs of Parent, shall act at all times in the best interests of Parent, and shall not during the term of his Employment be engaged in any other business activity, whether or not such business is pursued for gain, profit, or other pecuniary advantage, or permit such personal interests as he may have to interfere with the performance of his duties hereunder. Notwithstanding the foregoing, Employee may participate in industry, civic and charitable activities so long as such activities do not materially interfere with the performance of his duties hereunder. Further, Employee may engage in passive investments so long as the same are passive, are not inconsistent with Employees duties hereunder and do not involve the development, ownership, management or provision of credit and debit card processing and settlement services, including the related products and services of automatic teller machines and check guarantee services. Employees rights to make certain investments hereunder are in addition to and not in degradation of investments of less than 5% in a corporation as described in Section 12(a).

     2.     Compensation. During the term of Employees Employment and in accordance with the terms hereof, Parent shall pay or otherwise provide to Employee the following compensation:

 

	(a) Employees annual salary during the term of his Employment shall be Five Hundred Forty Thousand and No/100 Dollars ($540,000) (or such increased base salary as approved by NOVA Corp prior to the Merger, not to exceed 120% of such amount) (Base Salary), with such increases (each, a Merit Increase) as may from time to time be deemed appropriate by the Chief Executive Officer of Parent; provided, however, that so long as this Agreement remains in effect, Employees Base Salary shall be reviewed annually by the Chief Executive Officer of Parent at the beginning of each fiscal year. The Base Salary shall be paid by Parent monthly in arrears or in accordance with Parents regular payroll practice. As used herein, the term Base Salary shall be deemed to include any Merit Increases granted to Employee.

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