AGREEMENT AND PLAN OF MERGER BY AND AMONG ACI WORLDWIDE, INC. OLYMPIC ACQUISITION CORP. AND OFFICIAL PAYMENTS HOLDINGS, INC. DATED AS OF SEPTEMBER 23, 2013 TABLE OF CONTENTS

Exhibits

EXHIBIT A – Merger Sub Certificate of Incorporation

EXHIBIT B – Merger Sub By-laws

Annexes

ANNEX  A – Conditions to the Offer

AGREEMENT AND PLAN OF MERGER, dated as of September 23, 2013, by and among ACI Worldwide, Inc., a Delaware corporation ("Parent"), Olympic Acquisition Corp., a Delaware corporation and a wholly owned indirect Subsidiary of Parent ("Merger Sub"), and Official Payments Holdings, Inc., a Delaware corporation (the "Company").  Each of Parent, Merger Sub and the Company are referred to herein as a "Party" and together as "Parties."

WHEREAS, the Board of Directors of the Company, and the respective Boards of Directors of Parent and Merger Sub, have approved and declared advisable the merger of Merger Sub with and into the Company (the "Merger") on the terms and subject to the conditions of this Agreement and Plan of Merger, including the exhibits and disclosure schedules attached hereto (this "Agreement"), and in accordance with the General Corporation Law of the State of Delaware (the "DGCL");

WHEREAS, in furtherance of the Merger, and on the terms and subject to the conditions set forth in this Agreement, Merger Sub has agreed to commence a cash tender offer (the "Offer") to acquire all of the shares of Company Common Stock (the "Shares") that are issued and outstanding at a price per Share of $8.35 (such amount, or any greater amount per Share paid pursuant to the Offer and this Agreement, the "Offer Price"), net to the seller in cash, without interest, on the terms and subject to the conditions set forth herein;

WHEREAS, following the acceptance for payment of the Shares tendered pursuant to the Offer, and in accordance with Section 251(h) of the DGCL, the Merger shall occur and each Share that is not tendered and accepted for payment pursuant to the Offer shall be canceled and converted in the Merger into the right to receive cash in an amount equal to the Offer Price;

WHEREAS, the Board of Directors of the Company and the respective Boards of Directors of Parent and Merger Sub have (a) determined that this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement are in furtherance of, and consistent with, their respective business strategies and are in the best interest of their respective stockholders and (b) have approved and declared advisable or adopted this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement;

WHEREAS, the Board of Directors of the Company has resolved to recommend that the holders of Shares (the "Shareholders") accept the Offer and tender their Shares to Merger Sub in the Offer;

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent and Merger Sub have entered into a Stockholder Agreement (the "Stockholder Agreement") with Giant Investment, LLC, pursuant to which, among other things, such persons have agreed, on the terms and subject to the conditions set forth therein, to tender in the Offer the Shares beneficially owned by them (the Shares subject to such Stockholder Agreement constitute, in the aggregate, approximately 10.7% of the Shares on a fully-diluted basis as of the Measurement Date); and

WHEREAS, Parent, Merger Sub and the Company wish to make certain representations, warranties and covenants in connection with the Offer and the Merger and also to prescribe certain conditions to the Offer and the Merger.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties and covenants set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

"Affiliate" shall mean a Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with the first-mentioned Person, where "control" (including the terms "controlled by" and "under common control with") shall mean the possession, directly or indirectly or as trustee or executor, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of stock or as trustee or executor, by Contract or otherwise.

"Benefit Plan" shall mean any retirement, profit sharing, bonus, incentive or deferred compensation, employment, severance, retention bonus or change in control agreement, pension, stock option, restricted stock or other equity-based benefit, life, health, disability, accident, medical, vacation, paid time off, long term care, welfare, fringe benefit or other employee compensation or benefit plan, program, arrangement, agreement, including any "employee benefit plan" as defined in Section 3(3) of ERISA, whether or not subject to ERISA.

"Blue Sky Laws" shall mean state securities or "blue sky" Laws.

"Business Day" shall mean any day other than a Saturday, Sunday and any day which is a legal holiday under the Laws of the State of New York or is a day on which banking institutions located in the State of New York are authorized or required by Law or other governmental action to close.

"Code" shall mean the United States Internal Revenue Code of 1986, as amended.

"Company Benefit Plan" shall mean any Benefit Plan for the benefit of any director, officer or employee of the Company or the Company Subsidiary or sponsored, maintained or contributed to by the Company or the Company Subsidiary.

"Company Board" shall mean the Board of Directors of the Company.

"Company By-laws" shall mean the Amended and Restated Bylaws of the Company, as amended to date.

"Company Certificate" shall mean the Restated Certificate of Incorporation of the Company, as amended to date.

"Company Common Stock" shall mean the Common Stock of the Company, par value $0.01 per share.

"Company Material Adverse Effect" shall mean any change, event, condition, occurrence or effect (each, an "Effect") that is materially adverse to the business, results of operations or financial condition of the Company and the Company Subsidiary, taken as a whole, other than any Effect that, directly or indirectly, arises out of, results from or relates to:  (i) any Effect in any of the businesses or markets in which the Company or the Company Subsidiary operate; (ii) any adoption, implementation, enforcement, promulgation, repeal, amendment, interpretation, reinterpretation or other change, or proposed adoption, implementation, enforcement, promulgation, repeal, amendment, interpretation, reinterpretation or change in, any Law, GAAP or governmental policy; (iii) general economic, regulatory, political, geopolitical or social conditions (or changes therein) or conditions (or changes therein) in the financial, credit or securities markets (including changes in interest or currency exchange rates) in any country or region in which the Company, the Company Subsidiary or any of their respective business relations conducts business; (iv) any acts of God, natural or man-made disasters, terrorism, armed hostilities, sabotage, war (whether commenced before or after the date hereof and whether or not pursuant to the declaration of a national emergency or war) or any escalation or worsening of the foregoing; (v) any Effect predominantly attributable to the execution, delivery, pendency, public announcement of, or the Company's performance of this Agreement or the performance of the transactions contemplated herein, including by reason of the identity of Parent or any member of the Parent Group or any communication by Parent or any of its Affiliates or the Parent Representatives regarding the plans or intentions of the Parent Group with respect to the conduct of the business of the Company or the Company Subsidiary and including the impact of any of the foregoing on any relationships, contractual or otherwise, with customers, suppliers, distributors, collaboration partners, stockholders, employees or regulators; (vi) any actions taken (or not taken) in compliance with the provisions of this Agreement or otherwise with the written consent of Parent, including the impact thereof on the relationships of the Company or the Company Subsidiary with customers, suppliers, distributors, consultants, employees or independent contractors or other third parties with whom the Company or the Company Subsidiary has any relationship; (vii) any change in the market price, or change in trading volume, of the capital stock of the Company (provided that the underlying causes of such changes shall not be excluded); (viii) any failure by the Company or the Company Subsidiary to meet internal, analysts' or other earnings estimates or financial projections or forecasts for any period, or any changes in any analysts recommendations or ratings with respect to the Company or the Company Subsidiary (provided that the underlying causes of such failure or change shall not be excluded); and (ix) any pending, initiated or threatened legal or administrative proceeding, claim, suit or action against the Company, the Company Subsidiary or any of their respective officers or directors, in each case, arising out of or relating to the execution of this Agreement or the transactions contemplated by this Agreement, but only to the extent, in each of clauses (i), (ii), (iii) and (iv), that such Effect has a

disproportionate adverse impact on the business, results of operations or financial condition of the Company and the Company Subsidiary, taken as a whole, relative to other similarly situated participants in the businesses in which the Company and the Company Subsidiary operate (in which case only the incremental disproportionate adverse impact on the Company and the Company Subsidiary relative to other similarly situated participants in the businesses in which the Company and the Company Subsidiary operate shall be taken into account for purposes of determining whether a "Company Material Adverse Effect" has occurred or would reasonably be expected to occur).

"Company Permits" shall mean all permits, licenses, franchises, approvals, registrations, qualifications, rights, variances, certificates, certifications, consents, approvals and Orders of all Governmental Entities necessary for the lawful conduct of the Company's or the Company Subsidiary's business as currently conducted.

"Company Software Products" shall mean all Software products developed and owned by the Company or the Company Subsidiary that are (i) offered for license by the Company or the Company Subsidiary or (ii) material to the conduct of their respective businesses and otherwise offered to customers.

"Continuing Employee" shall mean any Person who is employed by the Company or the Company Subsidiary as of the Effective Time (including Persons on disability or leave of absence, whether paid or unpaid).

"Contract" shall mean any note, bond, mortgage, indenture, lease, license, permit, concession, franchise, contract, agreement or other instrument or obligation, whether written or oral.

"Environmental Laws" shall mean any applicable Law relating to the protection of the environment or to occupational health and safety.

"Equity Interest" shall mean any share, capital stock, partnership, member or similar interest in any entity and any option, warrant, right or security convertible, exchangeable or exercisable therefor.

"Exchange Act" shall mean the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"GAAP" shall mean generally accepted accounting principles as applied in the United States.

"Governmental Entity" shall mean any domestic or foreign governmental, administrative, judicial or regulatory authority.

"Group" shall have the meaning provided in Section 13(d) of the Exchange Act.

"Hazardous Material" shall mean (i) any petroleum products or byproducts, radioactive materials, friable asbestos or polychlorinated biphenyls or (ii) any waste,

material or substance defined as a "hazardous substance", "hazardous material", or "hazardous waste", under any applicable Environmental Law.

"HSR Act" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

"Intellectual Property" shall mean, collectively, any and all types of intellectual property throughout the world, including all:  (i) trademarks, service marks, trade names, Internet domain names, trade dress, logos, slogans, company names and other indicia of source (including any goodwill associated with each of the foregoing) and all registrations and applications for registration of the foregoing; (ii) patents and industrial designs, patent applications, patent disclosures and related know how and all continuations, continuations-in-part, revisions, divisionals, extensions and reexaminations in connection therewith; (iii) original works of authorship (whether or not copyrightable), copyrights, copyrightable works, moral rights, and mask works and all registrations and applications for registration of the foregoing; (iv) Software; and (v) trade secrets and other confidential and proprietary information (including know-how, technology, processes, designs, algorithms, methods, formulae, technical data, customer and supplier lists, pricing and cost information, and business and marketing plans) to the extent protectable under applicable Law.

"Knowledge" shall mean (i) in the case of the Company, the actual knowledge of the Persons listed on Section 1.1(a) of the Company Disclosure Schedule, following review of the provisions of this Agreement to which reference to Knowledge is made, and (ii) in the case of Parent or Merger Sub, the actual knowledge of the Persons listed on Section 1.1(a) of the Parent Disclosure Schedule.

"Law" shall mean any foreign or domestic law, statute, code, ordinance, rule, regulation or Order.

"Lien" shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof) other than liens incurred in connection with sale and leaseback transactions in the ordinary course of business.  For the avoidance of doubt, the term "Lien" shall not be deemed to include any license of Intellectual Property.

"Multiemployer Plan" shall mean any "multiemployer plan" within the meaning of Section 3(37) or 4001(a)(3) of ERISA.

"NASDAQ" shall mean the NASDAQ Global Select Market.

"Open Source Software" shall mean any software that is generally available to the public in source code form under licenses substantially similar to those approved by the Open Source Initiative and listed at http://www.opensource.org/licenses, which licenses include the GNU General Public License (GPL), the GNU Library or Lesser General Public License (LGPL) or under any other license that purports to require the proprietor of such software to (i) require, or condition the use, license or distribution of any software on,

the disclosure, licensing or distribution of any source code and/or (ii) permit any licensee of any software to modify any source code relating to such software.

"Order" shall mean any order, judgment, writ, stipulation, award, injunction, decree, arbitration award or finding of any Governmental Entity.

"Parent Group" shall mean Parent and its Affiliates.

"Person" shall mean an individual, corporation, limited liability company, partnership, association, trust, unincorporated organization or other entity.

"Sarbanes-Oxley Act" shall mean the United States Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder.

"SEC" shall mean the United States Securities and Exchange Commission.

"Securities Act" shall mean the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Software" shall mean any and all:  (i) computer programs, including any and all software implementations of algorithms, models and methodologies, and all software development tools, whether in source code or object code; (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; and (iii) documentation and proprietary work product, manuals, specifications and training materials relating to the foregoing.

"Subsidiary" or "Subsidiaries" of the Company, the Surviving Corporation or any other Person shall mean any corporation, partnership, joint venture or other legal entity of which the Company, the Surviving Corporation or such other Person, as the case may be (either alone or through or together with any other Subsidiary), owns, directly or indirectly, a majority of the Equity Interests, the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity.

"Superior Proposal" shall mean a bona fide written Takeover Proposal (with all of the percentages included in the definition of Takeover Proposal increased to 50%) which the Company Board determines in good faith (after consultation with a financial advisor and legal counsel and taking into account all legal, financial, regulatory, fiduciary and other aspects of this Agreement and such Takeover Proposal as the Company Board deems relevant) would, if consummated, result in a transaction more favorable to the Shareholders than the transactions provided for in this Agreement.  For the avoidance of doubt, a Superior Proposal may be a transaction as to which the consideration is or includes non-cash consideration and the consideration per Share to be received by the Shareholders has a then-current face or trading value that is less than the Merger Consideration.

"Surviving Corporation Benefit Plan" shall mean any Benefit Plan for the benefit of any Continuing Employee, whether maintained by Parent, the Surviving Corporation or any of their respective Subsidiaries.

"Takeover Proposal" shall mean any inquiry, proposal or offer relating, in a single transaction or series of related transactions, to:  (i) the acquisition of 15% or more of the outstanding Shares and any other voting securities of the Company by any Third Party; (ii) a merger, consolidation, business combination, reorganization, share exchange, sale of assets, recapitalization, equity investment, joint venture, liquidation, dissolution or similar transaction which would result in any Third Party acquiring 15% or more of the fair market value of the assets of the Company and the Company Subsidiary, taken as a whole (including capital stock of the Company Subsidiary); (iii) any other transaction which would result in a Third Party acquiring 15% or more of the fair market value of the assets of the Company and the Company Subsidiary, taken as a whole (including capital stock of the Company Subsidiary), immediately prior to such transaction (whether by purchase of assets, acquisition of stock of the Company Subsidiary or otherwise); or (iv) any combination of the foregoing.

"Tax Returns" shall mean any report or return (including any information return) or statement required to be filed with any Governmental Entity with respect to Taxes.

"Taxes" shall mean any and all taxes, duties, tariffs, imposts and other similar charges (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Entity, including those on or measured by or referred to as income, franchise, windfall or other profits, gross receipts, property, sales, use, net worth, capital stock, payroll, employment, social security, workers' compensation, unemployment compensation, excise, withholding, ad valorem, stamp, transfer, value-added and provider taxes.

"Third Party" shall mean any Person or Group other than the Company, the Company Subsidiary, the Parent Group or any Person in the Parent Group.

Sub of the other Offer Conditions, Merger Sub shall (and Parent shall cause Merger Sub to) consummate the Offer in accordance with its terms and accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable after the Expiration Time.  The conditions to the Offer set forth in Annex A are for the sole benefit of Parent and Merger Sub and may be waived by Parent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to this Section 2.1.  The Offer Price payable in respect of each Share validly tendered and not validly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes pursuant to Section 4.2(g).

responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any such comments.

York 10022 at 10:00 a.m., New York City time, no later than the second Business Day following the satisfaction of the conditions set forth in Article 8 (other than (i) those conditions that are waived in accordance with the terms of this Agreement by the Party or Parties for whose benefit such conditions exist and (ii) any such conditions, which by their terms, are not capable of being satisfied until the Closing) or (b) at such other place, time and/or date as the Parties may otherwise agree.  The date upon which the Closing actually occurs is referred to herein as the "Closing Date."

pursuant to Section 4.1 out of the Exchange Fund.  The Exchange Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that (i) no such investment or losses thereon shall affect the Merger Consideration payable to the Shareholders and following any losses Parent shall promptly provide additional funds to the Paying Agent for the benefit of the Shareholders in the amount of any such losses and (ii) such investments shall be in obligations of or guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-l or P-l or better by Moody's Investors Service, Inc. or Standard & Poor's Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank that are then publicly available).  Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation or Parent, as Parent directs.  The Exchange Fund shall not be used for any other purpose.

with respect thereto, except the rights set forth in Section 262 of the DGCL), unless and until such Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL.  Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of Dissenting Shares.  Prior to the Effective Time, the Company shall give Parent notice thereof as promptly as reasonably practicable and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands.  If any Dissenting Shareholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the Dissenting Shares held by such Dissenting Shareholder shall be canceled and converted into and represent the right to receive the Merger Consideration pursuant to Section 4.1 and Parent shall remain liable for payment of the Merger Consideration for such Shares.

Corporation shall distribute to such holder a lump sum cash payment in U.S. dollars equal to the product of (i) the total number of vested RSUs subject to such award of RSUs and (ii) the Merger Consideration.

Subject to (a) any information contained, or incorporated by reference, in any of the Prior Company SEC Filings filed or furnished between September 30, 2012 and the Measurement Date, excluding any disclosures set forth in the financial statements and notes thereto included in any such Prior Company SEC Filing and any section of the Prior Company SEC Filings entitled "risk factors" or constituting "forward-looking statements" and any other disclosures contained therein relating to information, factors or risks that are cautionary, predictive or forward looking in nature (provided that this clause (a) shall not qualify the representations and warranties in Section 5.1(a) (Organization and Qualification), Section 5.2 (Capitalization), Section 5.3 (Authority), Section 5.18 (Board Approval) and Section 5.19 (Brokers)) and (b) such exceptions as are disclosed in the disclosure schedule (the "Company Disclosure Schedule") delivered by the Company to Parent concurrently with the execution and delivery of this Agreement (it being understood that (i) the disclosure of any fact or item in any section of the Company Disclosure Schedule shall, should the existence of such fact or item be relevant to any other section, be deemed to be disclosed with respect to that other section to the extent that its relevance is reasonably apparent on its face and (ii) the disclosure of any matter or item in the Company Disclosure Schedule shall not be deemed to constitute an acknowledgement that such matter or item is required to be disclosed therein or is material to a representation or warranty set forth in this Agreement and shall not be used as a basis for interpreting the terms "material," "materially," "materiality" or "Company Material Adverse Effect" or any word or phrase of similar import and does not mean that such matter or item would, alone or together with any other matter or item, reasonably be

expected to have a Company Material Adverse Effect), the Company represents and warrants to Parent and Merger Sub as follows:

Filings, together with all written responses of the Company thereto.  As of the date of this Agreement, to the Knowledge of the Company, there are no outstanding or unresolved comments in such comment letters received by the Company from the SEC and none of the Company SEC Filings is the subject of any ongoing review by the SEC.

made known to the Company's principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared and (B) to the Knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the Company's principal executive officer and its principal financial officer to material information required to be included in the Company's periodic reports required under the Exchange Act.

all times since September 30, 2011 been in compliance in all material respects with and (ii) such Company Benefit Plan has, at all times while subject to Section 409A of the Code, been operated in compliance in all material respects with, Section 409A of the Code and applicable guidance thereunder.

Contract is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms; (iii) neither the Company nor the Company Subsidiary and, to the Company's Knowledge, no counterparty, is in breach or violation of, or default under, any Company Material Contract; (iv) neither the Company nor the Company Subsidiary has received any claim of default under any Company Material Contract; and (v) to the Company's Knowledge, no event has occurred which would result in a breach or violation of, or a default under, any Company Material Contract (in each case, with or without notice or lapse of time or both).  As of the date hereof, true and correct copies of all Company Material Contracts are either publicly filed with the SEC or the Company has made available to Parent copies of such Company Material Contracts, subject to redactions due to confidentiality requirements thereunder and requests by the counterparties to such Company Material Contracts for confidential treatment.

(a)            Section 5.13(a) of the Company Disclosure Schedule sets forth a list of all:  (i) issued patents and pending patent applications; (ii) trademark and service mark registrations and applications for registration thereof; (iii) copyright registrations and applications for registration thereof; and (iv) Internet domain names, in each case that are owned by the Company or the Company Subsidiary.

any Company Software Products to any Person who was not, as of the date of disclosure or delivery, an employee or contractor of the Company or the Company Subsidiary.

Premises are leased to the Company or the Company Subsidiary pursuant to written leases, true, correct and complete copies, including all amendments thereto, of which have been made available to Parent.  Except as set forth on Section 5.15(c) of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or the Company Subsidiary (a) has good and marketable fee simple title to each of the Company Owned Properties, (b) has a valid leasehold interest in each of the Company Leased Properties, and (c) has good and marketable fee simple title to all material assets reflected in the audited consolidated balance sheet included in the Company Financial Statements as being owned by the Company or the Company Subsidiary (except for assets and properties sold or otherwise disposed of, and leases subsequently terminated, in the ordinary course of business), or acquired after the date thereof which are material to the Company and the Company Subsidiary, taken as a whole, free and clear of any rights of way, easements, encumbrances, written agreements or reservations of an interest in title (collectively, "Property Restrictions"), and other Liens, except for the following (collectively, the "Permitted Liens"):  (i) Property Restrictions imposed or promulgated by Laws with respect to real property and improvements, including zoning regulations; (ii) Liens and Property Restrictions disclosed on existing title reports or existing surveys (in either case copies of which title reports and surveys have been delivered or made available to Parent); (iii) mechanics', carriers', workmen's, repairmen's and similar Liens, incurred in the ordinary course of business and which (A) are not yet due and payable, (B) are duly budgeted to be paid, and (C) do not materially detract from the value of or materially interfere with the present use of any of the Company Properties subject thereto or affected thereby; (iv) Liens for Taxes that are not yet due and payable; and (v) any current Liens for indebtedness related to the Company Properties set forth on Section 5.15(d) of the Company Disclosure Schedule.  Except for matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect:  (1) the Company Properties and the business conducted thereon comply in all material respects with the terms of the applicable leases and applicable Laws; (2) the leases in respect of the Company Leased Premises are in full force and effect; (3) neither the Company nor the Company Subsidiary is in default thereunder; (4) neither the Company nor the Company Subsidiary has received a notice of default with respect to any such lease; and (5) to the Knowledge of the Company, there is no default by any of the landlords thereunder.

is purported to be in effect, and neither the Company nor the Company Subsidiary is (with or without notice or lapse of time, or both) in breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice) under any such policy.

Subject to such exceptions as are disclosed in the disclosure schedule (the "Parent Disclosure Schedule") delivered by Parent to the Company concurrently with the execution and delivery of this Agreement (it being understood that (a) the disclosure of any fact or item in any section of the Parent Disclosure Schedule shall, should the existence of such fact or item be relevant to any other section, be deemed to be disclosed with respect to that other section to the extent that its relevance is reasonably apparent on its face and (b) disclosure of any matter or item in the Parent Disclosure Schedule shall not be deemed to constitute an acknowledgement that such matter or item is required to be disclosed therein or is material to a representation or warranty set forth in this Agreement and shall not be used as a basis for interpreting the terms "material," "materially" or "materiality" or any word or phrase of similar import), Parent and Merger Sub jointly and severally represent and warrant to the Company as follows:

carry on its business as it is now being conducted.  Each of Parent and Merger Sub is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification, licensing or good standing necessary.  Parent has heretofore made available to the Company complete and correct copies of the certificate of incorporation and by-laws of Parent and Merger Sub, together with all amendments thereto, as currently in effect.

be expected to have a material adverse effect on the ability of Parent or Merger Sub to perform its respective obligations hereunder or prevent or materially impede, interfere with, hinder or delay the consummation of the Offer or the Merger.

.  In entering into this Agreement, except for the representations, warranties and covenants

herein and in the Stockholder Agreement, each of Parent and Merger Sub has relied solely upon its own investigation and analysis, and each of Parent and Merger Sub acknowledges that other than as set forth in Article 5 of this Agreement, in the certificates or other instruments delivered pursuant hereto and in Article I of the Stockholder Agreement, (a) none of the Company, the Company Subsidiary or any of the Company Representatives or any other Person makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to Parent, Merger Sub or any of the Parent Representatives, Parent's financing sources or any other Person acting on their behalf prior to the execution of this Agreement and (b) none of the Company, the Company Subsidiary or any of the Company Representatives shall have any liability whatsoever to Parent, Merger Sub, any of the Parent Representatives or Parent's financing sources or any other Person relating to or resulting from the use of the information provided such persons or any errors therein or omissions therefrom.

out-of-pocket expenses to directors, officers and employees in the ordinary course of business consistent with past practices;

however, that the foregoing shall not prevent or preclude the Company or the Company Subsidiary from (i) negotiating and/or renewing in the ordinary course of business consistent with past practice any Company Material Contracts which expire upon their terms or (ii) entering into any customer or supplier Contracts in the ordinary course of business consistent with past practice, regardless of whether or not any such Contract would constitute a Company Material Contract if it had been entered into as of the date hereof;

Subsidiary or any Company Representative provides information pursuant to this Section 7.2, it being understood and agreed by the Parties that, notwithstanding Section 7.2(a), (i) the Company, the Company Subsidiary and the Company Representatives shall have no obligation to furnish, or provide any access to, any information to any Person not a party to the NDA or any similar agreement with respect to such information, (ii) Section 7.2(a) shall not require the Company to take or allow actions that would unreasonably interfere with the Company's or the Company Subsidiary's operation of its business, and (iii) the Company shall not be required to provide access to or furnish any information if to do so would contravene any agreement to which the Company or the Company Subsidiary is party, or violate any applicable Law, or where such access to information may involve the waiver of a disclosure of privilege.

the date of this Agreement until the termination of this Agreement in accordance with its terms, (x) neither the Company nor the Company Subsidiary shall terminate, amend, modify or waive any provision of any confidentiality agreement to which it is a party relating to a proposed business combination involving the Company or any standstill agreement to which it is a party unless the Company Board or any committee thereof determines in good faith, after consultation with outside legal counsel, that failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law and (y) the Company shall use its reasonable best efforts to enforce, to the fullest extent permitted under applicable Law, the provisions of any such agreement, unless the Company Board or any committee thereof determines in good faith, after consultation with outside legal counsel, that taking such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law.

cause the Parent Representatives and the other members of the Parent Group, not to) issue any press release or make any public announcement concerning this Agreement, the Offer, the Merger or the other transactions contemplated hereby without obtaining the prior written approval of (a) the Company, in the event the disclosing party is Parent, Merger Sub, any other member of the Parent Group, or any of the Parent Representatives, or (b) Parent, in the event the disclosing party is the Company or any of the Company Representatives, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that if a Party determines, based upon advice of counsel, that disclosure is required by applicable Law or the rules or regulations of any stock exchange upon which the securities of such Party is listed, such Party may make such disclosure to the extent so required; provided, further, that such disclosure is made in consultation with the other Parties to this Agreement.

before the Effective Time; provided, however, that the payments to be made by the Company pursuant to this sentence are in accordance with Section 5.9(a) of the Company Disclosure Schedule and the terms of the 2013 Bonus Plan; provided, further, that Parent shall make such payments in such amounts to the extent not made by the Company prior to the Effective Time as soon as practicable following the Effective Time (but in no event later than three days after the Effective Time).

date hereof than are set forth in the Company Certificate and the Company By-laws (or the equivalent documents of the Company Subsidiary) as in effect on the date hereof; provided, however, that in the event any claim or claims are asserted against any individual entitled to the protections of such provisions within such six year period, such provisions shall not be modified until the final disposition of any such claims.

the Company's existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or the Company Subsidiary by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby).  If the Company and the Surviving Corporation for any reason fail to obtain such "tail" insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect for a period of at least six years from and after the Effective Time the D&O Insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are no less advantageous in the aggregate than the coverage provided under the Company's existing policies as of the date hereof, or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are at least as favorable in the aggregate as provided in the Company's existing policies as of the date hereof; provided, however, that in no event shall Parent or the Surviving Corporation be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 300% of the annual premiums currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount.

Agreement and (ii) if any state takeover statute or similar statute becomes applicable to this Agreement or the Offer, the Merger and the other transactions contemplated by this Agreement, take all reasonable action necessary to ensure that the Offer, the Merger and the other transactions contemplated by this Agreement be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement or the Offer, the Merger and the other transactions contemplated by this Agreement.

and shall have complied in all material respects with its obligations under Section 7.5; provided, further, that the right to assert that this condition has not been satisfied shall not be available to any Party whose breach of any provision of this Agreement results in the imposition of any such Order or the failure of such Order to be resisted, resolved or lifted, as applicable.

the Company reaffirm the Company Recommendation following the public announcement of a Takeover Proposal; provided, further, that Parent shall only be entitled to make three such requests), or (E) the Company Board approves or recommends a Takeover Proposal to the Shareholders or approves or recommends that the Shareholders tender their Shares in any tender offer or exchange offer that is a Takeover Proposal.

For the avoidance of doubt, in no event shall the Company be obligated to pay, or cause to paid, the Termination Fee on more than one occasion.

performed in whole or in part, after the Effective Time, which shall survive the Offer Closing and the consummation of the Merger until fully performed.

Options and RSUs, respectively, at the Effective Time, (b) right of the Company to pursue damages in the event of Parent's or Merger Sub's (i) breach of their respective obligations under this Agreement, (ii) fraud or willful misconduct, or (iii) willful and material breach of their respective representations or warranties set forth in this Agreement, and (c) provisions of this Section 10.5, are not intended to, and do not, confer upon any Person other than the Parties hereto any rights or remedies hereunder, including the right to rely upon the accuracy or completeness of the representations and warranties set forth herein.

IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

ACI WORLDWIDE, INC.

By: /s/ Dennis P. Byrnes                                                                                          

      Name: Dennis P. Byrnes

      Title: Executive Vice President
               a duly authorized signatory

OLYMPIC ACQUISITION CORP.

By:  /s/ Dennis P. Byrnes                                                                                          

      Name: Dennis P. Byrnes

      Title: President
               a duly authorized signatory

IN WITNESS WHEREOF, Parent, Merger Sub and the Company have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

OFFICIAL PAYMENTS HOLDINGS, INC.

By:  /s/ Alex P. Hart                                                                                          

      Name: Alex P. Hart

      Title: President and CEO
               a duly authorized signatory

Notwithstanding any other term of the Offer, and in addition to the Minimum Condition, Merger Sub will not be required to accept for payment or, subject to any applicable rules and regulations of the SEC, including Rule 14e-1(c) under the Exchange Act (relating to Merger Sub's obligation to pay for or return tendered Shares after the termination or withdrawal of the Offer), to pay for any Shares tendered pursuant to the Offer, if on the date of the Expiration Time any of the following conditions has not been satisfied (or, to the extent legally permissible, waived):

The conditions in the foregoing clauses (a) through (h) are for the benefit of Parent and Merger Sub and may be waived by Parent and Merger Sub in whole or in part at any time and from time to time in their sole discretion, in each case, subject to the terms of the Agreement.  The failure by Parent or Merger Sub at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

Terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.