AMENDMENT NO. 2 TO STOCK PURCHASE AGREEMENT II
This Amendment No. 2 (the "Amendment") is made as of November 27, 2000, to that certain Stock Purchase
Agreement II, dated as of September 21, 1999 (the "Agreement"), by and among S1 Corporation, a Delaware
corporation f/k/a Security First Technologies Corporation ("S1"), and the individuals and entities that are
signatories thereto (each a "Purchaser" and collectively, "Purchasers") and FICS Group N.V., a Belgian
corporation (naamloze vennootschap ("N.V.")) ("FICS") for the limited purposes set forth therein. Capitalized
terms used herein but not defined shall have the meanings ascribed to such terms in the Agreement.
A. The parties hereto entered into the Agreement pursuant to which the Purchasers agreed to purchase, and S1
agreed to sell, a certain number of shares of S1 Common Stock upon the terms and conditions contained in the
B. The Holdings Purchase Agreement is being amended concurrently herewith.
C. The parties wish to amend the Agreement to conform with the amendment to the Holdings Purchase
NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual promises, representations,
warranties, covenants and conditions set forth herein and in the Agreement, the sufficiency of which is hereby
acknowledged, the parties mutually agree as follows:
1. Pursuant to Section 10.6 of the Agreement, the parties agree that the Agreement shall be amended as follows:
a. The term "Holdings Purchase Agreement" as referenced in the Agreement shall refer to the Holdings Purchase
Agreement as defined therein, as amended prior to and as of the date hereof.
b. Section 1.2(a) of the Agreement is hereby amended and restated in its entirety to read as follows: "(a) Upon
the Second Closing, the Purchasers shall Purchase from S1, and S1 agrees to sell to the Purchasers 1,800,000
shares of S1 Common Stock (the "2000 Earn-out Shares")."
c. Section 1.2(b) of the Agreement is hereby de