EXHIBIT 14.2

                            NATIONAL PROCESSING, INC.
                            SENIOR FINANCIAL OFFICERS
                                 CODE OF ETHICS

GENERAL PHILOSOPHY

The chief executive officer, the chief financial officer, the principal
accounting officer, the internal auditor and other senior financial officers
performing accounting, auditing, financial management or similar functions
(collectively "Senior Financial Officers") are responsible for the integrity of
National Processing's financial reporting and system of internal accounting and
controls. The honesty, integrity and sound judgment of each Senior Financial
Officer 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, each Senior Financial Officer of
National Processing 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 judgment 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.

Each Senior Financial Officer is 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 board of directors shall have the sole and absolute
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.