Exhibit 99.1


                            SENIOR FINANCIAL OFFICERS
                                 CODE OF ETHICS

GENERAL PHILOSOPHY

The honesty, integrity and sound judgement of senior financial officers is
fundamental to the reputation and success of National Processing. While all
employees, officers, and directors are required to adhere to the National
Processing, Inc. Code of Ethics, the professional and ethical conduct of senior
financial officers is essential to the proper function and success of National
Processing as a leading merchant services provider.

SENIOR FINANCIAL OFFICERS CODE OF ETHICS

To the best of their knowledge and ability, senior financial officers of
National Processing performing accounting, auditing, financial management or
similar functions must:

     o    Act with honesty and integrity, avoid actual or apparent conflicts of
          interest in personal and professional relationships.

     o    Provide colleagues with information that is accurate, complete,
          objective, relevant, timely and understandable.

     o    Comply with applicable laws, rules and regulations of federal, state,
          and local governments (both United States and foreign) and other
          appropriate private and public regulatory agencies.

     o    Act in good faith, with due care, competence and diligence, without
          misrepresenting material facts or allowing independent judgement to be
          subordinated.

     o    Respect the confidentiality of information acquired in the course of
          employment.

     o    Share knowledge and maintain skills necessary and relevant to National
          Processing's needs.

     o    Proactively promote ethical and honest behavior within the National
          Processing environment.

     o    Assure responsible use of and control of all assets, resources and
          information of National Processing.


All senior financial officers are expected to adhere to both the National
Processing, Inc. Code of Ethics and the Code of Ethics for Senior Financial
Officers at all times. The




                                                                    Exhibit 99.1


board of directors shall have the sole and absolute discretionary authority to
approve any deviation or waiver from the Code of Ethics for Senior Financial
Officers. Any waiver and the grounds for such waiver for a senior financial
officer shall be promptly disclosed through a filing with the Securities and
Exchange Commission on Form 8-K. Additionally, any change of this Code of Ethics
for senior financial officers shall be promptly disclosed to shareholders.