* Certain confidential information contained in this document, marked by asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. SECOND MATERIAL TERMS AMENDMENT TO AGREEMENT FOR SERVICES (Processing Year, Processing Initial Term, Processing Renewal Term, Termination for Convenience, Deconversion, Minimum Fees, Processing Services Portfolios, and Developments)

THIS SECOND MATERIAL TERMS AMENDMENT TO AGREEMENT FOR SERVICES (this “Amendment”) is made and entered into as of February 20, 2013 (the “Amendment Effective Date”), by and between Total System Services, Inc., a Georgia corporation (“TSYS”) and Green Dot Corporation, a Delaware corporation (“Subscriber”).

“3.1    Initial Term

The initial term of this Processing Services Schedule shall begin on the Processing Services Effective Date and shall expire at 11:59 p.m. (Eastern Time) on the last day of Processing Year 6, unless terminated earlier in accordance with this Processing Services Schedule or the Agreement (the “Processing Initial Term”).

4. Processing Renewal Term. The Agreement is hereby amended by deleting Section 3.2 of the Processing Services Schedule in its entirety and replacing it with the following:

“3.2    Extension

Upon expiration of the Processing Initial Term, the term of this Processing Services Schedule shall automatically renew for up to three (3) additional one (1) year renewal terms (each a “Processing Renewal Term”), unless one Party provides the other with written notice of its intent to terminate not less than [*]([*]) [*] prior to the end of the Processing Initial Term or the then-current Processing Renewal Term. During any Processing Renewal Term, the Parties shall work together on Deconversion pursuant to 4.3 of the Agreement.”

5. Termination for Convenience. The Agreement is hereby amended by deleting Section 3.3 of the Processing Services Schedule in its entirety and replacing it with the following:

“3.3    Termination for Convenience

Subscriber may terminate this Processing Services Schedule and the Agreement at any time during [*] without cause or for convenience, by giving at least [*] ([*]) [*] prior written notice to TSYS and paying to TSYS the termination for convenience fee (“Termination for Convenience Fee”). The Termination for Convenience Fee shall be equal to the [*] due for the [*], as applicable, as of the [*] as specified in Subscriber's written notice of intent to terminate for convenience. The Termination for Convenience Fee shall be paid in [*] and delivered to TSYS [*]. In the event Subscriber terminates this Processing Services Schedule and the Agreement for convenience, Subscriber shall be obligated to pay the Termination for Convenience Fee due hereunder, but relieved of any obligation to pay the Core Processing Minimum Fees after the date of termination. Any notice of termination by Subscriber pursuant to this Section 3.3 shall include a proposed date for the initiation of Wind-down or Deconversion pursuant to Sections 4.2 and 4.3 of the Agreement.”

6. Termination for [*]. The Agreement is hereby amended by adding the following as a new Section 3.4 to the Processing Services Schedule:

“Termination for [*]

TSYS. For purposes of clarity, upon termination pursuant to this Section 3.4, Subscriber shall be [*] of (i) any [*], (ii) any [*] after the date of termination, and (iii) its [*] under [*].

7. Deconversion. The Agreement is hereby amended by deleting Section 4.2 of the Processing Services Schedule in its entirety and replacing it with the following:

“4.2    Services Provided during Startup, Conversion, Wind-down or Deconversion

All Expenses, custom code charges and Processing Fees for any Startup, Conversion, Wind-down or Deconversion of the Processing Services initiated or performed during the Processing Term shall be borne by Subscriber. Applicable Processing Fees related to a Startup, Conversion, Wind-down or Deconversion of the Processing Services are set forth in Exhibit 1B to this Processing Services Schedule.”

8. Minimum Fees. The Agreement is hereby amended by deleting Section 4.4 of the Processing Services Schedule in its entirety and replacing it with the following:

The [*], excluding the [*], [*], payable by Subscriber for each [*] ($[*]). For each [*], the [*] shall be [*] ($[*]) for [*] and [*] ($[*]) for [*]. For each [*], the [*] shall be as follows: [*] ($[*]) for [*], [*] ($[*]) for [*], [*] ($[*]) for [*], and [*] ($[*]) for [*].

For each [*], the [*] ($[*]) for [*],[*] ($[*]) for [*], and [*] ($[*]) for [*]. For each [*], the [*] shall be [*] ($[*]) for [*], and [*] ($[*]) for [*]. For each [*], the [*] shall be [*] ($[*]) for [*], and [*] ($[*]) for [*].

For each [*], the [*] shall be [*] ($[*]) for [*] and [*] ($[*]) for [*].

If, at the end of any [*] in a [*], the actual [*] due to TSYS for such [*], less any [*], [*], are less than the [*], then TSYS shall invoice Subscriber for the difference.”

9. Exhibit 3 - Processing Services Portfolios. The Agreement is hereby amended by deleting Exhibit 3 of the Processing Services Schedule in its entirety and replacing it with an Amended and Restated Exhibit 3 - Processing Services Portfolios, attached hereto and made a part hereof by this reference.