8-K

Item 7.       Financial Statements, Pro Forma Financial Information and Exhibits

        (1)   Underwriting Agreement


                                    Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                           NATIONAL DATA CORPORATION
                                           -------------------------
                                                 Registrant


                                           By: /s/ E. Michael Ingram
                                            ________________________

                                              E. Michael Ingram
                                            General Counsel and Secretary


Dated:  June 13, 1995

    

EX-1

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


                           EXHIBITS FILED TO CURRENT REPORT
                                     ON FORM 8-K
                                 DATED JUNE 12, 1995


                              NATIONAL DATA CORPORATION






                                  INDEX TO EXHIBITS



Exhibit


1                  Underwriting Agreement




                             NATIONAL DATA CORPORATION

                                   COMMON STOCK
                            (PAR VALUE $.125 PER SHARE)

                             ------------------------

                           AGREEMENT AMONG UNDERWRITERS

                                     INCLUDING

                              UNDERWRITING AGREEMENT

   JUNE 12, 1995




                                                        
GOLDMAN, SACHS & CO.                                        SALOMON BROTHERS INC
   85 BROAD STREET                                          7 WORLD TRADE CENTER
 NEW YORK, NY 10004                                          NEW YORK, NY 10048



                           NATIONAL DATA CORPORATION

                                  COMMON STOCK
                          (PAR VALUE $.125 PER SHARE)
                             ---------------------

                          AGREEMENT AMONG UNDERWRITERS

                                                                   June 12, 1995

To each of the Underwriters named
  in Schedule I to the attached
  Underwriting Agreement

Ladies and Gentlemen:

     This is to confirm that the Underwriters agree among themselves
as follows with reference to their proposed purchases severally of an
aggregate of 2,750,000 shares (the "Firm Shares") and up to an
aggregate of 412,500 additional shares (the "Optional Shares") of
Common Stock, par value $.125 per share ("Stock"), of National Data
Corporation (the "Company") (the Firm Shares and any Optional Shares
that the Underwriters elect to purchase pursuant to the Underwriting
Agreement (as hereinafter defined) being collectively referred to
as the "Shares").

     1. Each Underwriter agrees that it will purchase, on the terms
        and subject to the conditions of an underwriting agreement in
        substantially the form attached hereto (the "Underwriting
        Agreement"), the number of Shares provided therein to be
        purchased by it (such number of Shares, including any Shares
        to be so purchased by such Underwriter pursuant to Section 9
        of the Underwriting Agreement, being herein referred to as
        the "underwriting obligation" of such Underwriter). Each
        Underwriter authorizes us as its representatives to execute
        and deliver the Underwriting Agreement in substantially the
        form attached hereto and to exercise in our discretion all of
        the authority vested in us therein. We are also authorized to
        take all action that we may believe desirable in carrying out
        the provisions of the Underwriting Agreement and this
        Agreement, including authority to agree to changes in those
        who are to be Underwriters and, subject to the following
        paragraph, in the number of Firm Shares and Optional Shares
        to be set forth opposite the name of such Underwriter in
        Schedule I to the Underwriting Agreement, and to agree to any
        variation in the terms of performance of the Underwriting
        Agreement and this Agreement which, in our judgment, will not
        have a material adverse effect upon the interests of the
        Underwriters.

     Notwithstanding the provisions of the preceding paragraph, the
consent of an Underwriter shall be required for any increase in the
number of Shares to be purchased by such Underwriter under the
Underwriting Agreement, except in the following cases: (a) an
increase in the number of Shares to be purchased by such Underwriter
which is caused by the failure of another Underwriter or Underwriters
to perform its or their obligations under the Underwriting Agreement;
or (b) an increase in the number of such Shares, as a result of (i)
an increase in the aggregate number of Shares proposed to be
purchased by the Underwriters as a whole; (ii) a reallotment of
Shares among the Underwriters; or (iii) any other cause, which in any
such case (i) through (iii) results in an aggregate net change of 25%
or less in the number of Shares to be purchased by such Underwriter.

     2. The Firm Shares shall be released for sale to the public at
        the initial public offering price as soon after the execution
        and delivery of the Underwriting Agreement as in our judgment
        is advisable, but (except with the consent of such of the
        Underwriters whose underwriting obligations aggregate 50% or
        more of the Firm Shares under the Underwriting Agreement) not
        later than the seventh full business day after the execution
        and delivery of the Underwriting Agreement.



     Each Underwriter authorizes us, for its account, to exercise all
or such portion of any overallotment option to purchase Optional
Shares under the Underwriting Agreement as we in our discretion shall
determine.

     3. Each Underwriter authorizes us to reserve for sale, and to
        sell and deliver to securities dealers selected by us, who
        may include any of the Underwriters, such number as we may
        determine of the Shares which such Underwriter agrees to
        purchase under the Underwriting Agreement. Such sales shall
        be made for the respective accounts of the Underwriters in
        such proportions as we may determine. Such sales shall be
        made at the initial public offering price, less a concession
        initially of not in excess of $.60 per share with respect to
        the Shares so sold. Underwriters and such dealers may allow a
        portion of such concession (the "reallowance") initially of
        not in excess of $.10 per share of the Shares so sold to any
        member of the National Association of Securities Dealers,
        Inc. (the "NASD"), acting as principal or as buyer's agent,
        provided such member agrees that the reallowance is to be
        retained and not reallowed in whole or in part and also
        agrees in writing to comply with Section 24 of Article III of
        the Rules of Fair Practice of the NASD.  In light of the
        restrictions imposed by Section 4 hereof, Underwriters and
        such dealers may not allow the reallowance to any foreign
        dealer.

     Each Underwriter also authorizes us to reserve for sale, and
authorizes us or any Underwriter designated by us to sell and deliver
to such retail purchasers as we may select, at the initial public
offering price, such number as we may determine of the Shares which
such Underwriter agrees to purchase under the Underwriting Agreement.
Such reservations and sales to retail purchasers shall be made for
the respective accounts of the Underwriters in such proportions as we
may determine.

     At or before the time the Firm Shares are released for sale to
the public, we will advise each Underwriter as to the number of Firm
Shares initially reserved for sale for its account pursuant to this
Section. Each Underwriter authorizes us from time to time to add to
the reserved Shares any Shares of such Underwriter then remaining
unsold and to release to it any reserved Shares of such Underwriter
then remaining unsold.

     Each Underwriter authorizes us, on its behalf and as its
representatives, to take all such actions as we may deem advisable in
respect of all matters pertaining to sales of reserved Shares to
dealers and to retail purchasers, including the right to make
variations in the selling arrangements, and, after the Firm Shares
are released for sale to the public, to vary from time to time the
offering price, concessions and reallowances to dealers, and other
terms of sale of the Shares hereunder and under such selling
arrangements.

     4. Sales of Shares by Underwriters, except as otherwise set
        forth herein, shall be on the terms specified under the
        selling arrangements then in effect.

     Each Underwriter represents that in connection with the offering
it has complied, and agrees that it will comply, with the provisions
of Rule 10b-6 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), with regard, among other things, to trading by
underwriters.

     5. Except as provided in the next sentence, we may, in our
        discretion, charge the account of any Underwriter with an
        amount equal to the concession allowed to dealers in respect
        of each Share sold by such Underwriter or sold by us for such
        Underwriter (and each Share which we believe has been
        substituted therefor), which may be delivered against a
        purchase contract made by us for the account of any
        Underwriter prior to the later of (a) the termination of all
        of the provisions referred to in Section 10 hereof or (b) the
        covering by Goldman, Sachs & Co. of any short position
        created by Goldman, Sachs & Co. for the account of any
        Underwriter pursuant to Section 9 hereof, or in lieu of such
        charge, require such Underwriter to repurchase on demand at
        the total cost thereof (including commissions), plus transfer
        taxes, any such Share so delivered. In the case of any such
        Share sold by us, the amount of such charge may not exceed
        the amount of any selling concession that such Underwriter is
        designated to receive with respect to such Share.

     6. Upon our request each Underwriter will deliver to Goldman,
        Sachs & Co. payment for the Shares purchased or to be
        purchased by such Underwriter under the Underwriting
        Agreement in an amount equal to the initial public offering
        price for such Shares less the concession to dealers. Such
        payment shall be made in such form and at such times and
        places as may be specified in such request, and each
        Underwriter authorizes Goldman, Sachs & Co. to make payment
        for such Shares against their delivery for its account
        hereunder.

                                        2



     7. We shall remit to each Underwriter, as promptly as
        practicable, the amounts received by us from retail
        purchasers and dealers as payment in respect of Shares sold
        by us for the account of such Underwriter pursuant to the
        provisions of Section 3 hereof for which payment has been
        received, less the concession to dealers (a) in the case of
        amounts received from retail purchasers and (b) in the case
        where amounts received from dealers are equal to the initial
        public offering price. Shares purchased by each Underwriter
        under the Underwriting Agreement and not reserved or sold by
        us for its account pursuant to the provisions of Section 3
        hereof shall be delivered to such Underwriter as promptly as
        practicable after their receipt by us. Any Shares so
        purchased by any Underwriter and so reserved which remain
        unsold at any time prior to the settlement of accounts
        hereunder may, in our discretion, and shall, upon the request
        of such Underwriter, be delivered to such Underwriter, but,
        until the termination of all of the provisions referred to in
        Section 10 hereof, for carrying purposes only.

     Each Underwriter which is a member of The Depository Trust
Company authorizes us, in our discretion, to arrange for delivery of
Shares to such Underwriter and for payment therefor by and to such
Underwriter through the facilities of The Depository Trust Company.

     Each Underwriter, however, authorizes Goldman, Sachs & Co., in
their discretion, as agent for such Underwriter, to advance funds,
charging current interest rates, or arrange loans for such
Underwriter's account in connection with the purchase or carrying of
its Shares held for its account under this Agreement and for any
other of the purposes of this Agreement, to execute and deliver any
notes or other instruments evidencing such advances or loans, to
hold or pledge as security therefor any or all of its Shares and to
give all instructions to the lenders with respect to any such loans
and the proceeds thereof, which instructions the lenders are hereby
authorized to accept. In the event of any such advance or loan,
repayment thereof shall, in the discretion of Goldman, Sachs & Co.,
be effected prior to the making of any remittance or delivery
pursuant to this Section 7.

     Each Underwriter agrees that, from time to time prior to the
settlement of accounts hereunder, it will furnish to us such
information as we may request in order to determine the number of
Shares purchased by it under the Underwriting Agreement which then
remains unsold, and such Underwriter will upon our request sell to us
for the account of any Underwriter as many of such unsold Shares as
we may designate at the public offering price, less all or any part
of the concession to dealers as we may determine.

     8. In the event of failure of any Underwriter to tender payment
        for Shares as provided under the Underwriting Agreement, we
        shall have the right under the provisions thereof to arrange
        for other persons, who may include ourselves and any other
        Underwriters, to purchase the Shares which such defaulting
        Underwriter agreed to purchase, and we shall also have the
        right, subject to Section 1 hereof, to increase pro rata the
        original underwriting obligations of the non-defaulting
        Underwriters to provide for the purchase of the Shares which
        such defaulting Underwriter agreed to purchase, but in
        neither case will such arrangements relieve such defaulting
        Underwriter from liability for its default.

     9. Each Underwriter authorizes Goldman, Sachs & Co., in their
        discretion and for the account of such Underwriter, to
        overallot Firm Shares, and to purchase and sell shares of
        Stock, for long or short account, in such amounts, at such
        prices and times, on such terms and in such manner as
        Goldman, Sachs & Co. may determine; provided, however, that
        at no time (except as set forth below in the event of default
        of any Underwriter in carrying out its commitment under this
        Section 9) shall (i) the net commitment of any Underwriter,
        for either long or short account, resulting from such
        overallotments, (ii) such purchases and sales pursuant to
        this Section 9 and (iii) purchases and sales under Section 1
        of the Agreement between Syndicates, exceed 20% of the number
        of Firm Shares which such Underwriter agrees to purchase
        under the Underwriting Agreement (it being agreed that for
        the purposes of such calculation the net commitment for
        short account of any Underwriter shall be deemed to be
        reduced by the maximum number of Optional Shares which such
        Underwriter is entitled to purchase under the Underwriting
        Agreement). It is understood that the representatives may
        have made purchases of securities of the Company for
        stabilizing purposes prior to the time this Agreement became
        binding upon the Underwriters or any particular Underwriter
        with respect to the offering of the Shares, and each
        Underwriter agrees that any securities so purchased shall be
        treated as having been purchased for the respective accounts
        of the Underwriters pursuant to the foregoing authorization.
        Each

                                        3



Underwriter authorizes Goldman, Sachs & Co., in their discretion and
for the account of such Underwriter, to cover any short position, or
sell any long position, created by Goldman, Sachs & Co. for the
account of such Underwriter pursuant to this Section 9, in such
amounts, at such prices, on such terms and in such manner as Goldman,
Sachs & Co. may determine. Such purchases and sales, through
overallotments or otherwise, shall be for the respective accounts of
the Underwriters in the same proportions, as nearly as may be
practicable, as the respective underwriting obligations of the
Underwriters; provided, however, that, if any Underwriter defaults in
carrying out its commitment under this Section, the other
Underwriters not so defaulting shall assume its commitment in
the same proportions as the respective underwriting obligations of
such other Underwriters, without, however, relieving such defaulting
Underwriter from its liability therefor. Each Underwriter agrees that
it will, upon the request of Goldman, Sachs & Co., take up at cost
(but, in the discretion of Goldman, Sachs & Co., until the
termination of all of the provisions referred to in Section 10
hereof, for carrying purposes only) shares of Stock so purchased by
Goldman, Sachs & Co. for the account of such Underwriter, and deliver
to Goldman, Sachs & Co. shares of Stock so sold for the account of
such Underwriter, through overallotment or otherwise. Goldman, Sachs
& Co. shall have full discretionary power to pay such commissions in
connection with such purchases and sales as they may deem proper and
to charge such commissions on purchases and sales effected by them.

     In the event that Goldman, Sachs & Co. effect any stabilizing
purchases pursuant to this Section, they will notify each Underwriter
promptly of the date and time when the first stabilizing purchase is
effected and the date and time when stabilizing is terminated. Each
Underwriter agrees that, without the prior permission of Goldman,
Sachs & Co., it will not effect any stabilizing purchases. Each
Underwriter agrees that, if stabilizing is effected, it will
provide Goldman, Sachs & Co. with such information and reports as are
required in relation to such stabilization pursuant to the rules and
regulations of the Securities and Exchange Commission (the
"Commission") under the Exchange Act.

     10. The provisions of the first paragraph of Section 4 hereof
         and of the first sentence of Section 9 hereof will terminate
         at the close of business on the thirtieth full business day
         after the Firm Shares are released by us for sale to the
         public, unless any of such provisions are terminated at
         such earlier time as we may determine by notice to that
         effect sent to each Underwriter.

     11. We may charge against the account of each Underwriter any
         and all expenses incurred by us on its behalf and as its
         representatives in connection with the purchase and sale of
         the Shares or preparations therefor.  All expenses of a
         general nature incurred by us shall be borne by the
         Underwriters in the same proportions as the respective
         underwriting obligations of the Underwriters.  In the event
         of the failure of any Underwriter to fulfill its obligations
         hereunder, the expenses chargeable to such Underwriter
         pursuant to this Agreement and not paid, as well as any
         additional expenses arising from such default, may be
         charged against the other Underwriters not so defaulting in
         the same proportions as the respective underwriting
         obligations of such other Underwriters, without, however,
         relieving such defaulting Underwriter from its liability
         therefor. Our ascertainment of all expenses and
         apportionment thereof shall be conclusive.

     We shall not be accountable for interest on funds of any of the
Underwriters at any time in our hands, and any such funds may be held
by us unsegregated from our general funds.

     12. As compensation for our services to each of the Underwriters
         in connection herewith, each Underwriter agrees to pay us an
         amount equal to $.21 per share in respect of the
         underwriting obligation of such Underwriter and authorizes
         us, at our election, to charge its account therefor.

     13. Each of the Underwriters acknowledges that it has received
         copies of the documents stated in Section 1(a) of the
         Underwriting Agreement to have been filed with the
         Commission prior to the date of the Underwriting Agreement
         and delivered to us for it. The registration statement and
         prospectus may be further amended or changed, but no such
         amendment or change not disapproved by us shall release any
         Underwriter hereunder or under the Underwriting Agreement.

     14. Each Underwriter represents that it is a registered dealer
         or broker under the Exchange Act and that it is a member in
         good standing of the NASD and that in making sales of Shares
         it will comply with the Rules of Fair Practice of the NASD,
         including Section 24 of Article III thereof. We will file
         on behalf of the several

                                        4



Underwriters with the NASD such required documents and information,
if any, which have been furnished to us for filing pursuant to
applicable rules, statements and interpretations of the NASD.

     15. In taking all actions hereunder, except in the performance
         of our own obligations hereunder and under the Underwriting
         Agreement, we shall act only as representatives of each of
         the Underwriters. Our authority as representatives hereunder
         and under the Underwriting Agreement may be exercised by us
         jointly or by Goldman, Sachs & Co. on behalf of us as
         representatives, provided that our authority under Section
         17 hereof may be exercised only by Goldman, Sachs & Co.
         Nothing contained herein shall constitute the Underwriters
         partners or render any of them liable to make payments
         otherwise than as herein provided. If for Federal income tax
         purposes the Underwriters should be deemed to constitute a
         partnership, then each Underwriter elects to be excluded
         from the application of Subchapter K, Chapter 1, Subtitle A,
         of the Internal Revenue Code, as amended.

Each Underwriter authorizes Goldman, Sachs & Co., in their
discretion, on behalf of such Underwriter, to execute such evidence
of such election as may be required by the Internal Revenue Service.

     16. We shall be under no liability (except for our own want of
         good faith and for obligations expressly assumed by us
         hereunder) for or in respect of the validity or value of, or
         title to, any shares of Stock; the form of, or the
         statements contained in or omitted from, or the validity of,
         the registration statement, any preliminary prospectus, the
         prospectus, any amendment or supplement thereto, any
         document which may be incorporated by reference therein
         or any letters or instruments executed by or on behalf of
         the Company or others; the form or validity of the
         Underwriting Agreement or this Agreement;  the delivery of
         the Shares; the performance by the Company or others of
         any agreement on its or their part; the qualification for
         sale of the Shares under the laws of any jurisdiction; or
         any matter in connection with any of the foregoing;
         provided, however, that nothing in this Section 16 shall
         be deemed to relieve us from any liability imposed by the
         Securities Act of 1933, as amended (the "Act").

     17. (a) Each Underwriter agrees to indemnify, hold harmless and
         reimburse each other Underwriter, and each person, if any,
         who controls such other Underwriter within the meaning of
         Section 15 of the Act, to the extent, and upon the terms,
         that such Underwriter agrees to indemnify, hold harmless
         and reimburse the Company and certain other persons pursuant
         to the provisions of Section 8 of the Underwriting
         Agreement. This indemnity agreement shall remain in full
         force and effect regardless of any investigation made by or
         on behalf of such other Underwriter or controlling person or
         any statement made to the Commission as to the results
         thereof.

     (b) Each Underwriter agrees to pay upon our request, as
         contribution, its proportionate share, based upon the
         respective underwriting obligations of the Underwriters, of
         any losses, claims, damages or liabilities, joint or
         several, under the Act or otherwise, paid or incurred by any
         Underwriter (including us, individually or as
         representatives of the Underwriters) to any person other
         than an Underwriter (including amounts paid by an
         Underwriter as contribution), arising out of or based upon
         (i) any untrue statement or alleged untrue statement of any
         material fact contained in the registration statement, any
         preliminary prospectus, the prospectus, any amendment or
         supplement thereto, any document which may be incorporated
         by reference therein or any other selling or advertising
         material used with the consent of Goldman, Sachs & Co. by
         the Underwriters in connection with the sale of the Shares,
         or arising out of or based upon the omission or alleged
         omission to state therein a material fact required to be
         stated therein or necessary to make the statements therein
         not misleading, and (ii) any act or omission to act or any
         alleged act or omission to act by us, individually or as
         representatives of the Underwriters, or by the Underwriters,
         as a group but not individually, in connection with any
         transaction contemplated by this Agreement or undertaken in
         preparing for the purchase, sale and delivery of the Shares;
         and each Underwriter will pay such proportionate share of
         any legal or other expenses reasonably incurred by us or
         with our consent, in connection with investigating or
         defending any such loss, claim, damage or liability, or any
         action in respect thereof. In determining the amount of any
         Underwriter's obligation under this paragraph, appropriate
         adjustment may be made by us to reflect any amounts received
         by any one or more Underwriters, pursuant to Section 8 of
         the Underwriting Agreement or otherwise, in respect of the
         claim upon which such obligation is based. In respect of any
         claim there shall be credited against the amount of any
         Underwriter's obligation under this paragraph any loss,
         damage, liability or expense which is paid or incurred by
         such Underwriter as a result of any such claim being
         asserted against it,

                                        5



and, if such loss, damage, liability or expense is paid or incurred
by such Underwriter subsequent to any payment by it pursuant to this
paragraph, appropriate provision shall be made to effect such credit,
by refund or otherwise. If any claim to which the provisions of this
paragraph would be applicable is asserted, we may take such action in
connection therewith as we deem necessary or desirable, including
retention of counsel for the Underwriters, and in our discretion
separate counsel for any particular Underwriter or group of
Underwriters, and the fees and disbursements of any counsel so
retained by us shall be included in the amounts of the Underwriters'
obligations under this paragraph. At our discretion, we may consent
to being named as the representatives of a defendant class of
underwriters.  Any Underwriter may elect to retain at its own expense
its own counsel and, on advice of such counsel and with our consent,
may settle or consent to the settlement of any such claim. We may
settle or consent to the settlement of any such claim, on advice of
counsel retained by us, with the approval of a majority in interest
of the Underwriters. Whenever any Underwriter receives notice of the
assertion of any claim to which the provisions of this paragraph
would be applicable, such Underwriter will give prompt notice thereof
to us.  Whenever we receive notice of the assertion of any such
claim, we will give prompt notice thereof to each Underwriter. We
also will furnish each Underwriter with periodic reports, at such
times as we deem appropriate, as to the status of any such
claim and the action taken by us in connection therewith. In the
event of the failure of any Underwriter to fulfill its obligations
under this paragraph, such obligations may be charged against the
other Underwriters not so defaulting in the same proportions as the
respective underwriting obligations of such other Underwriters,
without, however, relieving such defaulting Underwriter from its
liability therefor. In determining amounts payable pursuant to this
paragraph, any loss, claim, damage, liability or expense paid or
incurred, and any amount received, by any person controlling any
Underwriter within the meaning of Section 15 of the Act which has
been paid or incurred or received by reason of such control
relationship shall be deemed to have been paid or incurred or
received by such Underwriter. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.

     18. As promptly as may be practicable after termination of all
         of the provisions referred to in Section 10 hereof and
         completion of transactions under Section 9 hereof, any
         shares of Stock held by us for the account of any
         Underwriter shall be delivered by us to such Underwriter,
         and the net credit or debit balance of each Underwriter
         shall be paid to it or collected from it by us, but we may
         establish such reserves as we may deem advisable against any
         expenses or claims not then ascertained. If at such
         termination the aggregate number of shares of Stock so held
         by us does not exceed 20% of the aggregate underwriting
         obligation of the Underwriters, we may in our discretion
         sell such securities for the accounts of the several
         Underwriters at such prices and times, on such terms and in
         such manner as we may determine. Any Shares which are held
         by us for the account of any Underwriter by reason of a
         default by a dealer or other purchaser in respect of the
         purchase thereof pursuant to a sale under Section 3 hereof
         shall, in our discretion, be purchased from time to time
         by the Underwriters in the same proportions, as nearly as
         may be practicable, as the respective numbers of Shares
         theretofore contracted for sale thereunder to dealers or
         other purchasers, as the case may be, for the respective
         accounts of the Underwriters, at the net price at which such
         Shares were contracted for sale to such dealer or other
         purchaser, and we are authorized to make appropriate charges
         and credits to the respective accounts of the Underwriters
         for this purpose. Notwithstanding any distribution and
         settlement of accounts hereunder, each Underwriter shall
         remain liable for its proper proportion of any transfer
         tax or any other liability which may be asserted against us
         or any one or more of the Underwriters in respect of this
         Agreement or the Underwriting Agreement based upon the claim
         that the Underwriters constitute a partnership, an
         association, an unincorporated business or other separate
         entity.

     19. Any notice to any Underwriter shall be deemed to have been
         duly given if mailed, sent by telex or facsimile
         transmission or delivered in person to such Underwriter at
         the address set forth in its Underwriters' Questionnaire or
         telex constituting such Questionnaire. Any such notice shall
         take effect upon receipt thereof.

     20. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
         ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     21. This Agreement may be signed in any number of counterparts,
         each of which shall be deemed an original, which taken
         together shall constitute one and the same instrument.

                                        6



     Please confirm that the foregoing is in accordance with your
understanding by signing a counterpart hereof as indicated below.

                                          Very truly yours,

                                          Goldman, Sachs & Co.
                                          Salomon Brothers Inc

                                          By:   /s/  Goldman, Sachs & Co.
                                             ---------------------------------
                                                   (Goldman, Sachs & Co.)

Confirmed as of the date hereof:

  /s/
- ---------------------------------
   Attorney-in-fact for each of
  the several Underwriters named
   in Schedule I to the attached
      Underwriting Agreement

                                        7



                           NATIONAL DATA CORPORATION

                                  COMMON STOCK
                          (PAR VALUE $.125 PER SHARE)

                             UNDERWRITING AGREEMENT

                                                                   June 12, 1995

Goldman, Sachs & Co.,
Salomon Brothers Inc
  As representatives of the several Underwriters
  named in Schedule I hereto,

c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004

Ladies and Gentlemen:

     National Data Corporation, a Delaware corporation (the "Company"),
proposes, subject to the terms and conditions stated herein, to issue and sell
to the Underwriters named in Schedule I hereto (the "Underwriters") an aggregate
of 2,750,000 shares and, at the election of the Underwriters, up to 412,500
additional shares of Common Stock par value $.125 per share ("Stock") of the
Company. The aggregate of 2,750,000 shares to be sold by the Company is herein
called the "Firm Shares" and the aggregate of 412,500 additional shares to be
sold by the Company is herein called the "Optional Shares". The Firm Shares and
the Optional Shares that the Underwriters elect to purchase pursuant to Section
2 hereof are herein collectively called the "Shares".

     1. The Company represents and warrants to, and agrees with, each of the
Underwriters that:

          (a) A registration statement on Form S-3 (File No. 33-59377) in
     respect of the Shares has been filed with the Securities and Exchange
     Commission (the "Commission"); such registration statement and any
     post-effective amendment thereto, each in the form heretofore delivered to
     you, and, excluding exhibits thereto but including all documents
     incorporated by reference in the prospectus contained therein, to you for
     each of the other Underwriters, have been declared effective by the
     Commission in such form; no other document with respect to such
     registration statement or document incorporated by reference therein has
     heretofore been filed with the Commission; and no stop order suspending the
     effectiveness of such registration statement has been issued and no
     proceeding for that purpose has been initiated or, to the best knowledge of
     the Company, threatened by the Commission (any preliminary prospectus
     included in such registration statement or filed with the Commission
     pursuant to Rule 424(a) of the rules and regulations of the Commission
     under the Securities Act of 1933, as amended (the "Act"), is hereinafter
     called a "Preliminary Prospectus"; the various parts of such registration
     statement, including all exhibits thereto and including (i) the information
     contained in the form of final prospectus filed with the Commission
     pursuant to Rule 424(b) under the Act in accordance with Section 5(a)
     hereof and deemed by virtue of Rule 430A under the Act to be part of the
     registration statement at the time it was declared effective and (ii) the
     documents incorporated by reference in the prospectus contained in the
     registration statement at the time such part of the registration statement
     became effective, each as amended at the time such part of the registration
     statement became effective, are hereinafter collectively called the
     "Registration Statement"; such final prospectus, in the form first filed
     pursuant to Rule 424(b) under the Act, is hereinafter called the
     "Prospectus"; any reference herein to any Preliminary Prospectus or the
     Prospectus shall be deemed to refer to and include the documents
     incorporated by reference therein pursuant to Item 12 of Form S-3 under the
     Act, as of the date of such Preliminary Prospectus or Prospectus, as the
     case may be; any reference to any amendment or supplement to any
     Preliminary Prospectus or the Prospectus shall be deemed to refer to and
     include any documents filed after the date of such Preliminary Prospectus
     or Prospectus, as the case may be, under



     the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
     incorporated by reference in such Preliminary Prospectus or Prospectus, as
     the case may be; and any reference to any amendment to the Registration
     Statement shall be deemed to refer to and include any annual report of the
     Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after
     the effective date of the Registration Statement that is incorporated by
     reference in the Registration Statement;

          (b) No order preventing or suspending the use of any Preliminary
     Prospectus has been issued by the Commission, and each Preliminary
     Prospectus, at the time of filing thereof, conformed in all material
     respects to the requirements of the Act and the rules and regulations of
     the Commission thereunder, and did not contain an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading; provided,
     however, that this representation and warranty shall not apply to any
     statements or omissions made in reliance upon and in conformity with
     information furnished in writing to the Company by an Underwriter through
     Goldman, Sachs & Co. expressly for use therein;

          (c) The documents incorporated by reference in the Prospectus, when
     they were filed with the Commission, conformed in all material respects to
     the requirements of the Exchange Act and the rules and regulations of the
     Commission thereunder, and none of such documents contained an untrue
     statement of a material fact or omitted to state a material fact required
     to be stated therein or necessary to make the statements therein not
     misleading; and any further documents so filed and incorporated by
     reference in the Prospectus or any further amendment or supplement thereto,
     when such documents are filed with the Commission, will conform in all
     material respects to the requirements of the Exchange Act and the rules and
     regulations of the Commission thereunder and will not contain an untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading; provided, however, that this representation and warranty shall
     not apply to any statements or omissions made in reliance upon and in
     conformity with information furnished in writing to the Company by an
     Underwriter through Goldman, Sachs & Co. expressly for use therein;

          (d) The Registration Statement conforms, and the Prospectus and any
     further amendments or supplements to the Registration Statement or the
     Prospectus will conform, in all material respects to the requirements of
     the Act and the rules and regulations of the Commission thereunder and do
     not and will not, as of the applicable effective date as to the
     Registration Statement and any amendment thereto and as of the applicable
     filing date as to the Prospectus and any amendment or supplement thereto,
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; provided, however, that this representation and
     warranty shall not apply to any statements or omissions made in reliance
     upon and in conformity with information furnished in writing to the Company
     by an Underwriter through Goldman, Sachs & Co. expressly for use therein;

          (e) Neither the Company nor any of its subsidiaries has sustained
     since the date of the latest audited financial statements included or
     incorporated by reference in the Prospectus any loss or interference with
     its business from fire, explosion, flood or other calamity, whether or not
     covered by insurance, or from any labor dispute or court or governmental
     action, order or decree, that is material to the Company and its
     subsidiaries taken as a whole, otherwise than as set forth or contemplated
     in the Prospectus; and, since the respective dates as of which information
     is given in the Registration Statement and the Prospectus, there has not
     been any change in the capital stock or long-term debt of the Company or
     any of its subsidiaries, considered on a consolidated basis, or any
     material adverse change, or any development involving a prospective
     material adverse change, in or affecting the general affairs, management,
     financial position, stockholders' equity or results of operations of the
     Company and its subsidiaries taken as a whole, otherwise than as set forth
     or contemplated in the Prospectus;

          (f) The Company and its subsidiaries have good and marketable title in
     fee simple to all real property and good and marketable title to all
     material personal property owned by them, in each case free and clear of
     all liens, encumbrances and defects except such as are described in the
     Prospectus or such as do not materially affect the value of such property
     and do not interfere with the use made and proposed to

                                        2



     be made of such property by the Company and its subsidiaries; and any real
     property and buildings held under lease by the Company and its subsidiaries
     are held by them under valid, subsisting and enforceable leases with such
     exceptions as are not material and do not interfere with the use made and
     proposed to be made of such property and buildings by the Company and its
     subsidiaries;

          (g) The Company has been duly incorporated and is validly existing as
     a corporation in good standing under the laws of the State of Delaware,
     with power and authority (corporate and other) to own its properties and
     conduct its business as described in the Prospectus and has been duly
     qualified as a foreign corporation for the transaction of business and is
     in good standing under the laws of each other jurisdiction in which it owns
     or leases properties or conducts any business so as to require such
     qualification, or is subject to no material liability or disability by
     reason of the failure to be so qualified in any such jurisdiction; and each
     subsidiary of the Company has been duly incorporated and is validly
     existing as a corporation in good standing under the laws of its
     jurisdiction of incorporation;

          (h) The Company has an authorized capitalization as set forth in the
     Prospectus, and all of the issued shares of capital stock of the Company
     have been duly and validly authorized and issued, are fully paid and
     non-assessable and conform to the description of the Stock contained in the
     Prospectus; and, with respect to each subsidiary of the Company other than
     Yes Check Services, Inc., all of the issued shares of capital stock of each
     such subsidiary and, with respect to Yes Check Services, Inc., all of the
     shares of capital stock of Yes Check Services, Inc. beneficially owned by
     the Company, have been duly and validly authorized and issued, are fully
     paid and non-assessable and are owned directly or indirectly by the
     Company, free and clear of all liens, encumbrances, equities or claims;

          (i) The unissued Shares to be issued and sold by the Company to the
     Underwriters hereunder have been duly and validly authorized and, when
     issued and delivered against payment therefor as provided herein, will be
     duly and validly issued and fully paid and non-assessable and will conform
     to the description of the Stock contained in the Prospectus;

          (j) The issue and sale of the Shares to be sold by the Company and the
     compliance by the Company with all of the provisions of this Agreement and
     the consummation of the transactions herein contemplated will not conflict
     with or result in a breach or violation of any of the terms or provisions
     of, or constitute a default under, any indenture, mortgage, deed of trust,
     loan agreement or other material agreement or instrument to which the
     Company or any of its subsidiaries is a party or by which the Company or
     any of its subsidiaries is bound or to which any of the property or assets
     of the Company or any of its subsidiaries is subject, nor will such action
     result in any violation of the provisions of the Certificate of
     Incorporation or Bylaws of the Company or any statute or any order, rule or
     regulation of any court or governmental agency or body having jurisdiction
     over the Company or any of its subsidiaries or any of their properties; and
     no consent, approval, authorization, order, registration or qualification
     of or with any such court or governmental agency or body is required for
     sale of the Shares or the consummation by the Company of the transactions
     contemplated by this Agreement, except the registration under the Act of
     the Shares and such consents, approvals, authorizations, registrations or
     qualifications as may be required under state securities or Blue Sky laws
     in connection with the purchase and distribution of the Shares by the
     Underwriters;

          (k) Neither the Company nor any of its subsidiaries is in violation of
     its Certificate of Incorporation or Bylaws or in default in the performance
     or observance of any material obligation, agreement, covenant or condition
     contained in any indenture, mortgage, deed of trust, loan agreement,
     material lease or other agreement or instrument to which it is a party or
     by which it or any of its properties may be bound;

          (l) The statements set forth in the Prospectus under the caption
     "Description of Capital Stock", insofar as they purport to constitute a
     summary of the terms of the Stock and insofar as they purport to describe
     the provisions of the laws and documents referred to therein, are accurate,
     complete and fair;

          (m) Other than as set forth in the Prospectus, there are no legal or
     governmental proceedings pending to which the Company or any of its
     subsidiaries is a party or of which any property of the Company or any of
     its subsidiaries is the subject which, if determined adversely to the
     Company or any of

                                        3



     its subsidiaries, would individually or in the aggregate have a material
     adverse effect on the current or future consolidated financial position,
     stockholders' equity or results of operations of the Company and its
     subsidiaries taken as a whole; and, to the best of the Company's knowledge,
     no such proceedings are threatened or contemplated by governmental
     authorities or threatened by others;

          (n) The Company is not and, after giving effect to the offering and
     sale of the Shares, will not be an "investment company" or an entity
     "controlled" by an "investment company", as such terms are defined in the
     Investment Company Act of 1940, as amended (the "Investment Company Act");

          (o) Neither the Company nor any of its affiliates does business with
     the government of Cuba or with any person or affiliate located in Cuba
     within the meaning of Section 517.075, Florida Statutes;

          (p) Arthur Andersen LLP, who have certified certain financial
     statements of the Company and its subsidiaries and of Mercantile Systems,
     Inc., and KPMG Peat Marwick, who have certified certain financial
     statements of Yes Check Services, Inc. and Select Check, Inc., in each case
     incorporated by reference in the Registration Statement, are, to the best
     knowledge of the Company, each independent public accountants as required
     by the Act and the rules and regulations of the Commission thereunder;

          (q) The unaudited pro forma condensed consolidated financial
     statements of the Company and its subsidiaries incorporated by reference in
     the Registration Statement comply as to form in all material respects with
     the applicable accounting requirements of the Act and the rules and
     regulations promulgated thereunder and management of the Company believes
     (i) the assumptions underlying the pro forma adjustments are reasonable,
     (ii) that such adjustments have been properly applied to the historical
     amounts in the compilation of such statements and (iii) that such
     statements fairly present, with respect to the Company and its
     subsidiaries, the condensed consolidated pro forma financial position and
     results of operations and the other information purported to be shown
     therein at the respective dates or for the respective periods therein
     specified; and

          (r) The Company and its subsidiaries own or have the right to use all
     patents, patent applications, trademarks, trademark applications,
     tradenames, service marks, copyrights, franchises, trade secrets, software,
     proprietary or other confidential information and intangible properties and
     assets (collectively, "Intangibles") necessary to their respective
     businesses as presently conducted or as the Prospectus indicate the Company
     and its subsidiaries propose to conduct, except where the failure to own or
     have the right to use would not have a material adverse effect on the
     current or future consolidated financial position, stockholders' equity or
     results of operations of the Company and its subsidiaries; to the best
     knowledge of the Company, none of the Company or its subsidiaries has
     infringed or is infringing, and none of the Company or its subsidiaries has
     received notice of infringement with respect to, asserted Intangibles of
     others; and, to the best knowledge of the Company, there is no infringement
     by others of Intangibles of the Company and its subsidiaries.

     2. Subject to the terms and conditions herein set forth, (a) the Company
agrees to sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at a purchase price per
share of $20.23, the number of Firm Shares as set forth opposite the name of
such Underwriter in Schedule I hereto and (b) in the event and to the extent
that the Underwriters shall exercise the election to purchase Optional Shares as
provided below, the Company agrees to sell to each of the Underwriters, and each
of the Underwriters agrees, severally and not jointly, to purchase from the
Company, at the purchase price per share set forth in clause (a) of this Section
2, that portion of the number of Optional Shares as to which such election shall
have been exercised (to be adjusted by you so as to eliminate fractional shares)
determined by multiplying such number of Optional Shares by a fraction the
numerator of which is the maximum number of Optional Shares which such
Underwriter is entitled to purchase as set forth opposite the name of such
Underwriter in Schedule I hereto and the denominator of which is the maximum
number of Optional Shares that all of the Underwriters are entitled to purchase
hereunder.

     The Company hereby grants to the Underwriters the right to purchase at
their election up to 412,500 Optional Shares, at the purchase price per share
set forth in the paragraph above, for the sole purpose of covering
overallotments in the sale of the Firm Shares. Any such election to purchase
Optional Shares may

                                        4



be exercised on one occasion only by written notice from you to the Company
given within a period of 30 calendar days after the date of this Agreement and
setting forth the aggregate number of Optional Shares to be purchased and the
date on which such Optional Shares are to be delivered, as determined by you but
in no event earlier than the First Time of Delivery (as defined in Section 4
hereof) or, unless you and the Company otherwise agree in writing, earlier than
two or later than ten business days after the date of such notice.

     3. Upon the authorization by you of the release of the Firm Shares, the
several Underwriters propose to offer the Firm Shares for sale upon the terms
and conditions set forth in the Prospectus.

     4. (a) The Shares to be purchased by each Underwriter hereunder, in
definitive form, and in such authorized denominations and registered in such
names as Goldman, Sachs & Co. may request upon at least forty-eight hours' prior
notice to the Company shall be delivered by or on behalf of the Company to
Goldman, Sachs & Co., through the facilities of the Depository Trust Company
("DTC"), for the account of such Underwriter, against payment by or on behalf of
such Underwriter of the purchase price therefor by certified or official bank
check or checks, payable to the order of the Company in New York Clearing House
(next day) funds. The Company will cause the certificates representing the
Shares to be made available for checking and packaging at least twenty-four
hours prior to the Time of Delivery (as defined below) with respect thereto at
the office of DTC or its designated custodian (the "Designated Office"). The
time and date of such delivery and payment shall be, with respect to the Firm
Shares, 9:30 a.m., New York time, on June 16, 1995 or such other time and date
as Goldman, Sachs & Co. and may agree upon in writing, and, with respect to the
Optional Shares, 9:30 a.m., New York time, on the date specified by Goldman,
Sachs & Co. in the written notice given by Goldman, Sachs & Co. of the
Underwriters' election to purchase such Optional Shares, or such other time and
date as Goldman, Sachs & Co. and the Company may agree upon in writing. Such
time and date for delivery of the Firm Shares is herein called the "First Time
of Delivery", such time and date for delivery of the Optional Shares, if not the
First Time of Delivery, is herein called the "Second Time of Delivery", and each
such time and date for delivery is herein called a "Time of Delivery".

     (b) The documents to be delivered at each Time of Delivery by or on behalf
of the parties hereto pursuant to Section 7 hereof, including the cross receipt
for the Shares and any additional documents requested by the Underwriters
pursuant to Section 7(j) hereof, will be delivered at the offices of King &
Spalding, 191 Peachtree Street, Atlanta, Georgia 30303-1763 (the "Closing
Location"), and the Shares will be delivered at the Designated Office, all at
such Time of Delivery. A meeting will be held at the Closing Location at 1:00
p.m., New York City time, on the New York Business Day next preceding such Time
of Delivery, at which meeting the final drafts of the documents to be delivered
pursuant to the preceding sentence will be available for review by the parties
hereto. For the purposes of this Agreement, "New York Business Day" shall mean
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in New York are generally authorized or obligated by law or
executive order to close.

     5. The Company agrees with each of the Underwriters:

          (a) To prepare the Prospectus in a form approved by you and to file
     such Prospectus pursuant to Rule 424(b) under the Act not later than the
     Commission's close of business on the second business day following the
     execution and delivery of this Agreement, or, if applicable, such earlier
     time as may be required by Rule 430A(a)(3) under the Act; to make no
     further amendment or any supplement to the Registration Statement or
     Prospectus prior to the last Time of Delivery which shall be disapproved by
     you promptly after reasonable notice thereof; to advise you, promptly after
     it receives notice thereof, of the time when any amendment to the
     Registration Statement has been filed or becomes effective or any
     supplement to the Prospectus or any amended Prospectus has been filed and
     to furnish you with copies thereof; to file promptly all reports and any
     definitive proxy or information statements required to be filed

                                        5



     by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or
     15(d) of the Exchange Act subsequent to the date of the Prospectus and for
     so long as the delivery of a prospectus is required in connection with the
     offering or sale of the Shares; to advise you, promptly after it receives
     notice thereof, of the issuance by the Commission of any stop order or of
     any order preventing or suspending the use of any Preliminary Prospectus or
     prospectus, of the suspension of the qualification of the Shares for
     offering or sale in any jurisdiction, of the initiation or threatening of
     any proceeding for any such purpose, or of any request by the Commission
     for the amending or supplementing of the Registration Statement or
     Prospectus or for additional information; and, in the event of the issuance
     of any stop order or of any order preventing or suspending the use of any
     Preliminary Prospectus or prospectus or suspending any such qualification,
     promptly to use its best efforts to obtain the withdrawal of such order;

          (b) Promptly from time to time to take such action as you may
     reasonably request to qualify the Shares for offering and sale under the
     securities laws of such jurisdictions as you may request and to comply with
     such laws so as to permit the continuance of sales and dealings therein in
     such jurisdictions for as long as may be necessary to complete the
     distribution of the Shares, provided that in connection therewith the
     Company shall not be required to qualify as a foreign corporation or to
     file a general consent to service of process in any jurisdiction;

          (c) Prior to 10:00 a.m., New York City time, on the New York Business
     Day next succeeding the date of this Agreement and from time to time to
     furnish the underwriters with copies of the Prospectus in New York City in
     such quantities as you may reasonably request, and, if the delivery of a
     prospectus is required at any time prior to the expiration of nine months
     after the time of issue of the Prospectus in connection with the offering
     or sale of the Shares and if at such time any events shall have occurred as
     a result of which the Prospectus as then amended or supplemented would
     include an untrue statement of a material fact or omit to state any
     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made when such Prospectus
     is delivered, not misleading, or, if for any other reason it shall be
     necessary during such period to amend or supplement the Prospectus or to
     file under the Exchange Act any document incorporated by reference in the
     Prospectus in order to comply with the Act or the Exchange Act, to notify
     you and upon your request to file such document and to prepare and furnish
     without charge to each Underwriter and to any dealer in securities as many
     copies as you may from time to time reasonably request of an amended
     Prospectus or a supplement to the Prospectus which will correct such
     statement or omission or effect such compliance, and in case any
     Underwriter is required to deliver a prospectus in connection with sales of
     any of the Shares at any time nine months or more after the time of issue
     of the Prospectus, upon your request but at the expense of such
     Underwriter, to prepare and deliver to such Underwriter as many copies as
     you may request of an amended or supplemented Prospectus complying with
     Section 10(a)(3) of the Act;

          (d) To make generally available to its securityholders as soon as
     practicable, but in any event not later than eighteen months after the
     effective date of the Registration Statement (as defined in Rule 158(c)
     under the Act), an earnings statement of the Company and its subsidiaries
     (which need not be audited) complying with Section 11(a) of the Act and the
     rules and regulations of the Commission thereunder (including, at the
     option of the Company, Rule 158);

          (e) During the period beginning from the date hereof and continuing to
     and including the date 90 days after the date of the Prospectus, not to
     offer, sell, contract to sell, pledge or otherwise dispose of, or file a
     Registration Statement under the Act with respect to, except as provided
     hereunder, any Stock or any securities of the Company that are
     substantially similar to the Shares, including but not limited to any
     securities that are convertible into or exchangeable for, or that represent
     the right to receive, Stock or any such substantially similar securities
     (other than (i) pursuant to stock option, restricted stock, retirement and
     stock purchase plans existing on, or upon the conversion or exchange of
     convertible or exchangeable securities outstanding as of, the date of this
     Agreement or (ii) in payment in whole or in part of the purchase price in
     connection with the acquisition of all or a portion of the outstanding
     capital stock or assets of another person or entity provided the Company
     shall have obtained and delivered to the Underwriters an executed written
     agreement of such transferee of any such securities in form and substance
     satisfactory to you to be bound by the transfer restrictions set forth in
     this Section 5(e)), without your prior written consent;

                                        6



          (f) To furnish to its stockholders as soon as practicable after the
     end of each fiscal year an annual report (including a balance sheet and
     statements of income, stockholders' equity and cash flows of the Company
     and its consolidated subsidiaries certified by independent public
     accountants) and, as soon as practicable after the end of each of the first
     three quarters of each fiscal year (beginning with the fiscal quarter
     ending after the effective date of the Registration Statement),
     consolidated summary financial information of the Company and its
     subsidiaries for such quarter in reasonable detail;

          (g) During a period of three years from the effective date of the
     Registration Statement, to furnish to you copies of all reports or other
     communications (financial or other) furnished to stockholders, and to
     deliver to you (i) as soon as they are available, copies of any reports and
     financial statements furnished to or filed with the Commission or any
     national securities exchange on which any class of securities of the
     Company is listed; and (ii) such additional information concerning the
     business and financial condition of the Company as you may from time to
     time reasonably request, provided that to the extent any such information
     is non-public, you agree to keep such information confidential until such
     time as such information is in the public domain (such financial statements
     to be on a consolidated basis to the extent the accounts of the Company and
     its subsidiaries are consolidated in reports furnished to its stockholders
     generally or to the Commission);

          (h) To use the net proceeds received by it from the sale of the Shares
     pursuant to this Agreement in the manner specified in the Prospectus under
     the caption "Use of Proceeds"; and

          (i) To use its best efforts to list, subject to notice of issuance,
     the Shares on the New York Stock Exchange (the "Exchange").

     6. The Company covenants and agrees with the several Underwriters that the
Company will pay or cause to be paid the following: (a) the fees, disbursements
and expenses of the Company's counsel and accountants in connection with the
registration of the Shares under the Act and all other expenses in connection
with the preparation, printing and filing of the Registration Statement, any
Preliminary Prospectus and the Prospectus and amendments and supplements thereto
and the mailing and delivering of copies thereof to the Underwriters and
dealers; (b) the cost of printing or producing any Agreement among Underwriters,
this Agreement, the Blue Sky Memorandum, closing documents (including any
compilations thereof) and any other documents in connection with the offering,
purchase, sale and delivery of the Shares; (c) all expenses in connection with
the qualification of the Shares for offering and sale under state securities
laws as provided in Section 5(b) hereof, including the fees and disbursements of
counsel for the Underwriters in connection with such qualification and in
connection with the Blue Sky survey; (d) all fees and expenses in connection
with listing the Shares on the Exchange; (e) the filing fees incident to
securing any required review by the National Association of Securities Dealers,
Inc. of the terms of the sale of the Shares; (f) the cost of preparing stock
certificates; (g) the cost and charges of any transfer agent or registrar; and
(h) all other costs and expenses incident to the performance of its obligations
hereunder which are not otherwise specifically provided for in this Section. It
is understood, however, that except as provided in this Section, and Sections 8
and 11 hereof, the Underwriters will pay all of their own costs and expenses,
including the fees of their counsel, stock transfer taxes on resale of any of
the Shares by them, and any advertising expenses connected with any offers they
may make.

     7. The obligations of the Underwriters hereunder, as to the Shares to be
delivered at each Time of Delivery, shall be subject, in their discretion, to
the condition that all representations and warranties and other statements of
the Company herein are, at and as of such Time of Delivery, true and correct,
the condition that the Company shall have performed all of its and their
obligations hereunder theretofore to be performed, and the following additional
conditions:

          (a) The Prospectus shall have been filed with the Commission pursuant
     to Rule 424(b) within the applicable time period prescribed for such filing
     by the rules and regulations under the Act and in accordance with Section
     5(a) hereof; no stop order suspending the effectiveness of the Registration
     Statement or any part thereof shall have been issued and no proceeding for
     that purpose shall have been initiated or, to the best knowledge of the
     Company, threatened by the Commission; and all requests for additional
     information on the part of the Commission shall have been complied with to
     your reasonable satisfaction;

                                        7



          (b) King & Spalding, counsel for the Underwriters, shall have
     furnished to you such opinion or opinions, dated such Time of Delivery,
     with respect to certain matters covered in paragraphs (i), (ii), (iv) (vii)
     and (x) of subsection (c) below as well as such other related matters as
     you may reasonably request, and such counsel shall have received such
     papers and information as they may reasonably request to enable them to
     pass upon such matters;

          (c) Alston & Bird, counsel for the Company, shall have furnished to
     you their written opinion, dated such Time of Delivery, in form and
     substance satisfactory to you, to the effect that:

             (i) The Company has been duly incorporated and is validly existing
        as a corporation in good standing under the laws of the State of
        Delaware, with power and authority (corporate and other) to own its
        properties and conduct its business as described in the Prospectus;

             (ii) The Company has an authorized capitalization as set forth in
        the Prospectus, and the Shares being delivered at such Time of Delivery
        have been duly and validly authorized and issued and are fully paid and
        non-assessable; and the Shares conform in all material respects to the
        description of the Stock contained in the Prospectus;

             (iii) To such counsel's knowledge and other than as set forth in
        the Prospectus, there are no legal or governmental proceedings pending
        to which the Company or any of its subsidiaries is a party or of which
        any property of the Company or any of its subsidiaries is the subject
        which, if determined adversely to the Company or any of its
        subsidiaries, would individually or in the aggregate have a material
        adverse effect on the current or future consolidated financial position,
        stockholders' equity or results of operations of the Company and its
        subsidiaries; and, to the best of such counsel's knowledge, no such
        proceedings are threatened or contemplated by governmental authorities
        or threatened by others;

             (iv) This Agreement has been duly authorized, executed and
        delivered by the Company;

             (v) The issue and sale of the Shares being delivered at such Time
        of Delivery and the compliance by the Company with all of the provisions
        of this Agreement and the consummation of the transactions herein
        contemplated will not conflict with or result in a breach or violation
        of any of the terms or provisions of, or constitute a default under, any
        indenture, mortgage, deed of trust, loan agreement or other agreement or
        instrument filed as an exhibit to the Registration Statement or any
        document incorporated by reference therein or any other material
        agreement or instrument known to such counsel to which the Company or
        any of its subsidiaries is a party or by which the Company or any of its
        subsidiaries is bound or to which any of the property or assets of the
        Company or any of its subsidiaries is subject, nor will such action
        result in any violation of the provisions of the Certificate of
        Incorporation or Bylaws of the Company or any statute or any order, rule
        or regulation known to such counsel of any court or governmental agency
        or body having jurisdiction over the Company or any of its subsidiaries
        or any of their properties;

             (vi) No consent, approval, authorization, order, registration or
        qualification of or with any such court or governmental agency or body
        is required for the sale of the Shares or the consummation by the
        Company of the transactions contemplated by this Agreement, except the
        registration under the Act of the Shares, and such consents, approvals,
        authorizations, registrations or qualifications as may be required under
        state securities or Blue Sky laws in connection with the purchase and
        distribution of the Shares by the Underwriters;

             (vii) The statements set forth in the Prospectus under the caption
        "Description of Capital Stock", insofar as they purport to constitute a
        summary of the terms of the Stock and insofar as they purport to
        describe the provisions of the laws and documents referred to therein,
        are accurate, complete and fair;

             (viii) The Company is not an "investment company" or an entity
        "controlled" by an "investment company", as such terms are defined in
        the Investment Company Act;

                                        8



             (ix) The documents incorporated by reference in the Prospectus or
        any further amendment or supplement thereto made by the Company prior to
        such Time of Delivery (other than the financial statements and related
        schedules included or incorporated therein, as to which such counsel
        need express no opinion), when they were filed with the Commission
        complied as to form in all material respects with the requirements of
        the Exchange Act and the rules and regulations of the Commission
        thereunder; and they have no reason to believe that any of such
        documents, when such documents were so filed, contained an untrue
        statement of a material fact or omitted to state a material fact
        necessary in order to make the statements therein, in the light of the
        circumstances under which they were made when such documents were so
        filed, not misleading; and

             (x) The Registration Statement and the Prospectus and any further
        amendments and supplements thereto made by the Company prior to such
        Time of Delivery (other than the financial statements and related
        schedules included or incorporated therein, as to which such counsel
        need express no opinion) comply as to form in all material respects with
        the requirements of the Act and the rules and regulations thereunder;
        although they do not assume any responsibility for the accuracy,
        completeness or fairness of the statements contained in the Registration
        Statement or the Prospectus, except for those referred to in the opinion
        in subsection (vii) of this Section 7(c), they have no reason to believe
        that, as of its effective date, the Registration Statement or any
        further amendment thereto made by the Company prior to such Time of
        Delivery (other than the financial statements and related schedules
        included or incorporated therein, as to which such counsel need express
        no opinion) contained an untrue statement of a material fact or omitted
        to state a material fact required to be stated therein or necessary to
        make the statements therein not misleading or that, as of its date, the
        Prospectus or any further amendment or supplement thereto made by the
        Company prior to such Time of Delivery (other than the financial
        statements and related schedules included or incorporated therein, as to
        which such counsel need express no opinion) contained an untrue
        statement of a material fact or omitted to state a material fact
        necessary to make the statements therein, in the light of the
        circumstances under which they were made, not misleading or that, as of
        such Time of Delivery, either the Registration Statement or the
        Prospectus or any further amendment or supplement thereto made by the
        Company prior to such Time of Delivery (other than the financial
        statements and related schedules included or incorporated therein, as to
        which such counsel need express no opinion) contains an untrue statement
        of a material fact or omits to state a material fact necessary to make
        the statements therein, in the light of the circumstances under which
        they were made, not misleading; and they do not know of any amendment to
        the Registration Statement required to be filed or of any contracts or
        other documents of a character required to be filed as an exhibit to the
        Registration Statement or required to be incorporated by reference into
        the Prospectus or required to be described in the Registration Statement
        or the Prospectus which are not filed or incorporated by reference or
        described as required;

          (d) E. Michael Ingram, General Counsel and Secretary of the Company,
     shall have furnished to you his written opinion, dated such Time of
     Delivery, in form and substance satisfactory to you, to the effect that:

             (i) The Company has been duly incorporated and is validly existing
        as a corporation in good standing under the laws of the State of
        Delaware, with power and authority (corporate and other) to own its
        properties and conduct its business as described in the Prospectus;

             (ii) The Company has an authorized capitalization as set forth in
        the Prospectus, and all of the issued shares of capital stock of the
        Company (including the Shares being delivered at such Time of Delivery)
        have been duly and validly authorized and issued and are fully paid and
        non-assessable;

             (iii) The Company has been duly qualified as a foreign corporation
        for the transaction of business and is in good standing under the laws
        of each other jurisdiction in which it owns or leases properties or
        conducts any business so as to require such qualification, or is subject
        to no material liability or disability by reason of failure to be so
        qualified in any such jurisdiction (such counsel being entitled to rely
        in respect of the opinion in this clause upon opinions of local counsel
        and in

                                        9



        respect of matters of fact upon certificates of officers of the Company,
        provided that such counsel shall state that they believe that both you
        and they are justified in relying upon such opinions and certificates);

             (iv) Each subsidiary of the Company has been duly incorporated and
        is validly existing as a corporation in good standing under the laws of
        its jurisdiction of incorporation; and with respect to each Subsidiary
        of the Company other than Yes Check Services, Inc., all of the issued
        shares of capital stock of each such subsidiary and, with respect to Yes
        Check Services, Inc., all of the shares of capital stock of Yes Check
        Services, Inc. beneficially owned by the Company, have been duly and
        validly authorized and issued, are fully paid and non-assessable, and
        are owned directly or indirectly by the Company, free and clear of all
        liens, encumbrances, equities or claims (such counsel being entitled to
        rely in respect of the opinion in this clause upon opinions of local
        counsel and in respect of matters of fact upon certificates of officers
        of the Company or its subsidiaries, provided that such counsel shall
        state that they believe that both you and they are justified in relying
        upon such opinions and certificates);

             (v) The Company and its subsidiaries have good and marketable title
        in fee simple to all real property owned by them, in each case free and
        clear of all liens, encumbrances and defects except such as are
        described in the Prospectus or such as do not materially affect the
        value of such property and do not interfere with the use made and
        proposed to be made of such property by the Company and its
        subsidiaries; and any real property and buildings held under lease by
        the Company and its subsidiaries are held by them under valid,
        subsisting and enforceable leases with such exceptions as are not
        material and do not materially interfere with the use made and proposed
        to be made of such property and buildings by the Company and its
        subsidiaries (in giving the opinion in this clause, such counsel may
        state that no examination of record titles for the purpose of such
        opinion has been made, and that they are relying upon a general review
        of the titles of the Company and its subsidiaries, upon opinions of
        local counsel and abstracts, reports and policies of title companies
        rendered or issued at or subsequent to the time of acquisition of such
        property by the Company or its subsidiaries, upon opinions of counsel to
        the lessors of such property and, in respect of matters of fact, upon
        certificates of officers of the Company or its subsidiaries, provided
        that such counsel shall state that they believe that both you and they
        are justified in relying upon such opinions, abstracts, reports,
        policies and certificates);

             (vi) To such counsel's knowledge and other than as set forth in the
        Prospectus, there are no legal or governmental proceedings pending to
        which the Company or any of its subsidiaries is a party or of which any
        property of the Company or any of its subsidiaries is the subject which,
        if determined adversely to the Company or any of its subsidiaries, would
        individually or in the aggregate have a material adverse effect on the
        current or future consolidated financial position, stockholders' equity
        or results of operations of the Company and its subsidiaries; and, to
        the best of such counsel's knowledge, no such proceedings are threatened
        or contemplated by governmental authorities or threatened by others;

             (vii) The issue and sale of the Shares being delivered at such Time
        of Delivery and the compliance by the Company with all of the provisions
        of this Agreement and the consummation of the transactions herein
        contemplated will not conflict with or result in a breach or violation
        of any of the terms or provisions of, or constitute a default under, any
        indenture, mortgage, deed of trust, loan agreement or other agreement or
        instrument filed as an exhibit to the Registration Statement or any
        document incorporated by reference therein or any other material
        agreement or instrument known to such counsel to which the Company or
        any of its subsidiaries is a party or by which the Company or any of its
        subsidiaries is bound or to which any of the property or assets of the
        Company or any of its subsidiaries is subject, nor will such action
        result in any violation of the provisions of the Certificate of
        Incorporation or Bylaws of the Company or any statute or any order, rule
        or regulation known to such counsel of any court or governmental agency
        or body having jurisdiction over the Company or any of its subsidiaries
        or any of their properties; and

             (viii) Neither the Company nor any of its subsidiaries is in
        violation of its Certificate of Incorporation or Bylaws or in default in
        the performance or observance of any obligation, agreement, covenant or
        condition contained in any indenture, mortgage, deed of trust, loan
        agreement, or lease

                                       10



        or agreement or other instrument to which it is a party or by which it
        or any of its properties may be bound except for any such violation or
        default that would not have a material adverse effect on the current or
        future consolidated financial position, stockholders' equity or results
        of operations of the Company and its subsidiaries;

          (e) On the date of the Prospectus at a time prior to the execution of
     this Agreement, at 9:30 a.m., New York City time, on the effective date of
     any post-effective amendment to the Registration Statement filed subsequent
     to the date of this Agreement and also at each Time of Delivery, Arthur
     Andersen LLP and KPMG Peat Marwick shall have furnished to you a letter or
     letters, dated the respective dates of delivery thereof, in form and
     substance satisfactory to you, to the effect set forth in Annex I and Annex
     II hereto, respectively;

          (f) (i) Neither the Company nor any of its subsidiaries shall have
     sustained since the date of the latest audited financial statements
     included or incorporated by reference in the Prospectus any loss or
     interference with its business from fire, explosion, flood or other
     calamity, whether or not covered by insurance, or from any labor dispute or
     court or governmental action, order or decree, otherwise than as set forth
     or contemplated in the Prospectus, and (ii) since the respective dates as
     of which information is given in the Prospectus there shall not have been
     any change in the capital stock or long-term debt of the Company or any of
     its subsidiaries or any change, or any development involving a prospective
     change, in or affecting the general affairs, management, financial
     position, stockholders' equity or results of operations of the Company and
     its subsidiaries, otherwise than as set forth or contemplated in the
     Prospectus, the effect of which, in any such case described in Clause (i)
     or (ii), is in the judgment of the Representatives so material and adverse
     as to make it impracticable or inadvisable to proceed with the public
     offering or the delivery of the Shares being delivered at such Time of
     Delivery on the terms and in the manner contemplated in the Prospectus;

          (g) On or after the date hereof there shall not have occurred any of
     the following: (i) a suspension or material limitation in trading in
     securities generally on the Exchange; (ii) a suspension or material
     limitation in trading in the Company's securities on the Exchange; (iii) a
     general moratorium on commercial banking activities declared by either
     Federal or New York State authorities; or (iv) the outbreak or escalation
     of hostilities involving the United States or the declaration by the United
     States of a national emergency or war, if the effect of any such event
     specified in this Clause (iv) in the judgment of the Representatives makes
     it impracticable or inadvisable to proceed with the public offering or the
     delivery of the Shares being delivered at such Time of Delivery on the
     terms and in the manner contemplated in the Prospectus;

          (h) The Shares at such Time of Delivery shall have been duly listed,
     subject to notice of issuance, on the Exchange;

          (i) The Company has obtained and delivered to the Underwriters
     executed copies of an agreement from each executive officer and director of
     the Company substantially to the effect set forth in Section 5(e) hereof in
     form and substance satisfactory to you;

          (j) The Company shall have furnished or caused to be furnished to you
     at such Time of Delivery certificates of officers of the Company
     satisfactory to you as to the accuracy of the representations and
     warranties of the Company herein at and as of such Time of Delivery, as to
     the performance by the Company of all of its obligations hereunder to be
     performed at or prior to such Time of Delivery, and as to such other
     matters as you may reasonably request, and the Company shall have furnished
     or caused to be furnished certificates as to the matters set forth in
     subsections (a) and (f) of this Section; and

          (k) The Company shall have complied with the provisions of Section
     5(c) hereof with respect to the furnishing of prospectuses on the New York
     Business Day next succeeding the date of this Agreement.

     8. (a) The Company will indemnify and hold harmless each Underwriter
against any losses, claims, damages or liabilities, joint or several, to which
such Underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or

                                       11



are based upon an untrue statement or alleged untrue statement of a material
fact contained in any Preliminary Prospectus, the Registration Statement or the
Prospectus, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse each Underwriter for any legal or other expenses reasonably
incurred by such Underwriter in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any Preliminary
Prospectus, the Registration Statement or the Prospectus or any such amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by any Underwriter through Goldman, Sachs & Co.
expressly for use therein.

     (b) Each Underwriter will indemnify and hold harmless the Company against
any losses, claims, damages or liabilities to which the Company may become
subject, under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
Preliminary Prospectus, the Registration Statement or the Prospectus, or any
amendment or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in each case
to the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in any Preliminary
Prospectus, the Registration Statement or the Prospectus or any such amendment
or supplement in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through Goldman, Sachs & Co.
expressly for use therein; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred.

     (c) Promptly after receipt by an indemnified party under subsection (a) or
(b) above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party shall
not relieve it from any liability which it may have to any indemnified party
otherwise than under such subsection. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel satisfactory to such indemnified party (who shall not, except with the
consent of the indemnified party, be counsel to the indemnifying party), and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party under such subsection for any legal expenses of
other counsel or any other expenses, in each case subsequently incurred by such
indemnified party, in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the written consent
of the indemnified party, effect the settlement or compromise of, or consent to
the entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment (i)
includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act, by or on behalf of
any indemnified party.

     (d) If the indemnification provided for in this Section 8 is unavailable to
or insufficient to hold harmless an indemnified party under subsection (a) or
(b) above in respect of any losses, claims, damages or liabilities (or actions
in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the Company on the one hand and the Underwriters on the other from the
offering of the Shares. If, however, the allocation provided by the immediately
preceding sentence is not permitted by applicable law or if the indemnified
party

                                       12



failed to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of the Company on the one hand and
the Underwriters on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities (or actions in
respect thereof), as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and the Underwriters
on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the Company
bear to the total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover page of the
Prospectus. The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company on the one hand or the Underwriters on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Underwriters
agree that it would not be just and equitable if contributions pursuant to this
subsection (d) were determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this subsection (d). The amount paid or payable by an indemnified
party as a result of the losses, claims, damages or liabilities (or actions in
respect thereof) referred to above in this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Shares underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. The Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

     (e) The obligations of the Company under this Section 8 shall be in
addition to any liability which the Company may otherwise have and shall extend,
upon the same terms and conditions, to each person, if any, who controls any
Underwriter within the meaning of the Act; and the obligations of the
Underwriters under this Section 8 shall be in addition to any liability which
the respective Underwriters may otherwise have and shall extend, upon the same
terms and conditions, to each officer and director of the Company and to each
person, if any, who controls the Company within the meaning of the Act.

     9. (a) If any Underwriter shall default in its obligation to purchase the
Shares which it has agreed to purchase hereunder at a Time of Delivery, you may
in your discretion arrange for you or another party or other parties to purchase
such Shares on the terms contained herein. If within thirty-six hours after such
default by any Underwriter you do not arrange for the purchase of such Shares,
then the Company shall be entitled to a further period of thirty-six hours
within which to procure another party or other parties satisfactory to you to
purchase such Shares on such terms. In the event that, within the respective
prescribed periods, you notify the Company that you have so arranged for the
purchase of such Shares, or the Company notify you that it has so arranged for
the purchase of such Shares, you or the Company shall have the right to postpone
such Time of Delivery for a period of not more than seven days, in order to
effect whatever changes may thereby be made necessary in the Registration
Statement or the Prospectus, or in any other documents or arrangements, and the
Company agrees to file promptly any amendments to the Registration Statement or
the Prospectus which in your opinion may thereby be made necessary. The term
"Underwriter" as used in this Agreement shall include any person substituted
under this Section with like effect as if such person had originally been a
party to this Agreement with respect to such Shares.

     (b) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased does not exceed one-eleventh of the aggregate number of all
the Shares to be purchased at such Time of Delivery, then the Company shall have
the right to require each non-defaulting

                                       13



Underwriter to purchase the number of Shares which such Underwriter agreed to
purchase hereunder at such Time of Delivery and, in addition, to require each
non-defaulting Underwriter to purchase its pro rata share (based on the number
of Shares which such Underwriter agreed to purchase hereunder) of the Shares of
such defaulting Underwriter or Underwriters for which such arrangements have not
been made; but nothing herein shall relieve a defaulting Underwriter from
liability for its default.

     (c) If, after giving effect to any arrangements for the purchase of the
Shares of a defaulting Underwriter or Underwriters by you and the Company as
provided in subsection (a) above, the aggregate number of such Shares which
remains unpurchased exceeds one-eleventh of the aggregate number of all of the
Shares to be purchased at such Time of Delivery, or if the Company shall not
exercise the right described in subsection (b) above to require non-defaulting
Underwriters to purchase Shares of a defaulting Underwriter or Underwriters,
then this Agreement (or, with respect to the Second Time of Delivery, the
obligations of the Underwriters to purchase and of the Company to sell the
Optional Shares) shall thereupon terminate, without liability on the part of any
non-defaulting Underwriter or the Company, except for the expenses to be borne
by the Company and the Underwriters as provided in Section 6 hereof and the
indemnity and contribution agreements in Section 8 hereof; but nothing herein
shall relieve a defaulting Underwriter from liability for its default.

     10. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in
this Agreement or made by or on behalf of them, respectively, pursuant to this
Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made by or on behalf
of any Underwriter or any controlling person of any Underwriter, or the Company,
or any officer or director or controlling person of the Company, and shall
survive delivery of and payment for the Shares.

     11. If this Agreement shall be terminated pursuant to Section 9 hereof, the
Company shall not then be under any liability to any Underwriter except as
provided in Sections 6 and 8 hereof; but, if for any other reason any Shares are
not delivered by or on behalf of the Company as provided herein, the Company
will reimburse the Underwriters through you for all out-of-pocket expenses
approved in writing by you, including fees and disbursements of counsel,
reasonably incurred by the Underwriters in making preparations for the purchase,
sale and delivery of the Shares not so delivered, but the Company shall then be
under no further liability to any Underwriter in respect of the Shares not so
delivered except as provided in Sections 6 and 8 hereof.

     12. In all dealings hereunder, you shall act on behalf of each of the
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by you jointly or by Goldman, Sachs & Co. on behalf of you as the
representatives.

     All statements, requests, notices and agreements hereunder shall be in
writing, and if to the Underwriters shall be delivered or sent by mail, telex or
facsimile transmission to you as the Representatives in care of Goldman, Sachs &
Co., 85 Broad Street, New York, New York 10004, Attention: Registration
Department; and if to the Company shall be delivered or sent by mail, telex or
facsimile transmission to the address of the Company set forth in the
Registration Statement, Attention: Secretary; provided, however, that any notice
to an Underwriter pursuant to Section 8(c) hereof shall be delivered or sent by
mail, telex or facsimile transmission to such Underwriter at its address set
forth in its Underwriters' Questionnaire or telex constituting such
Questionnaire, which address will be supplied to the Company by you on request.
Any such statements, requests, notices or agreements shall take effect upon
receipt thereof.

     13. This Agreement shall be binding upon, and inure solely to the benefit
of, the Underwriters and the Company and, to the extent provided in Sections 8
and 10 hereof, the officers and directors of the Company and each person who
controls the Company or any Underwriter, and their respective heirs, executors,
administrators, successors and assigns, and no other person shall acquire or
have any right under or by virtue of this Agreement. No purchaser of any of the
Shares from any Underwriter shall be deemed a successor or assign by reason
merely of such purchase.

     14. Time shall be of the essence of this Agreement. As used herein, the
term "business day" shall mean any day when the Commission's office in
Washington, D.C. is open for business.

                                       14



     15. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.

     16. This Agreement may be executed by any one or more of the parties hereto
in any number of counterparts, each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.

     If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and each of the Representatives plus one for
each counsel counterparts hereof, and upon the acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof shall
constitute a binding agreement among each of the Underwriters and the Company.
It is understood that your acceptance of this letter on behalf of each of the
Underwriters is pursuant to the authority set forth in a form of Agreement among
Underwriters, the form of which shall be submitted to the Company for
examination, upon request, but without warranty on your part as to the authority
of the signers thereof.

                                          Very truly yours,

                                          NATIONAL DATA CORPORATION

                                          By:   /s/  Robert A. Yellowlees
                                            ------------------------------------
                                            Name:  Robert A. Yellowlees
                                            Title: Chairman of the Board

Accepted as of the date hereof:

GOLDMAN SACHS & CO.
SALOMON BROTHERS INC

By:   /s/  Goldman, Sachs & Co.
   -----------------------------------
         (Goldman, Sachs & Co.)
        On behalf of each of the
              Underwriters

                                       15



                                   SCHEDULE I



                                                                                        NUMBER OF
                                                                                     OPTIONAL SHARES
                                                                 NUMBER OF FIRM      TO BE PURCHASED
                                                                  SHARES TO BE          IF MAXIMUM
                          UNDERWRITER                               PURCHASED        OPTION EXERCISED
- ---------------------------------------------------------------  ---------------     ----------------
                                                                               
Goldman, Sachs & Co............................................         879,000             131,850
Salomon Brothers Inc...........................................         879,000             131,850
Bear, Stearns & Co. Inc........................................          76,000              11,400
Brean Murray, Foster Securities Inc............................           48,00               7,200
Alex. Brown & Sons Incorporated................................          76,000              11,400
Cowen & Company................................................          48,000               7,200
A.G. Edwards & Sons, Inc.......................................          76,000              11,400
First Manhattan Co.............................................          48,000               7,200
Hambrecht & Quist LLC..........................................          76,000              11,400
Interstate/Johnson Lane Corporation............................          48,000               7,200
Lazard Freres & Co. LLC........................................          76,000              11,400
Merrill Lynch, Pierce, Fenner & Smith Incorporated.............          76,000              11,400
Montgomery Securities..........................................          76,000              11,400
Piper Jaffray Inc..............................................          48,000               7,200
The Robinson-Humphrey Company, Inc.............................          48,000               7,200
Smith Barney Inc...............................................          76,000              11,400
Stephens Inc...................................................          48,000               7,200
Wm Smith Securities Incorporated...............................          48,000               7,200
          Total................................................       2,750,000             412,500
                                                                    ===========        ============


                                       16



                                    ANNEX I

     Pursuant to Section 7(e) of the Underwriting Agreement, Arthur Andersen LLP
shall furnish letters to the Underwriters with respect to the Company and its
subsidiaries to the effect that:

          (i) They are independent certified public accountants with respect to
     the Company and its subsidiaries within the meaning of the Act and the
     applicable published rules and regulations thereunder;

          (ii) In their opinion, the financial statements and any supplementary
     financial information and schedules examined by them and included or
     incorporated by reference in the Registration Statement or the Prospectus
     comply as to form in all material respects with the applicable accounting
     requirements of the Act or the Exchange Act, as applicable, and the related
     published rules and regulations thereunder;

          (iii) They have made a review in accordance with standards established
     by the American Institute of Certified Public Accountants of the unaudited
     condensed consolidated statements of income, consolidated balance sheets
     and consolidated statements of cash flows included in the Company's
     Quarterly Reports on Form 10-Q for the quarters ended August 31, 1994,
     November 30, 1994 and February 28, 1995 incorporated by reference into the
     Prospectus and, on the basis of specified procedures including inquiries of
     officials of the Company who have responsibility for financial and
     accounting matters regarding whether the unaudited condensed consolidated
     financial statements referred to in paragraph (vi)(A)(i) below comply as to
     form in all material respects with the applicable accounting requirements
     of the Act and the Exchange Act and the related published rules and
     regulations, nothing came to their attention that caused them to believe
     that the unaudited condensed consolidated financial statements do not
     comply as to form in all material respects with the applicable accounting
     requirements of the Act and the Exchange Act and the related published
     rules and regulations;

          (iv) The unaudited selected financial information with respect to the
     consolidated results of operations and financial position of the Company
     for the five most recent fiscal years included in the Prospectus and
     included or incorporated by reference in Item 6 of the Company's Annual
     Report on Form 10-K for the most recent fiscal year agrees with the
     corresponding amounts (after restatement where applicable) in the audited
     consolidated financial statements for such five fiscal years which were
     included or incorporated by reference in the Company's Annual Reports on
     Form 10-K for such fiscal years;

          (v) They have compared the information in the Prospectus under
     selected captions with the disclosure requirements of Regulation S-K and on
     the basis of limited procedures specified in such letter nothing came to
     their attention as a result of the foregoing procedures that caused them to
     believe that this information does not conform in all material respects
     with the disclosure requirements of Items 301, 302, 402 and 503(d),
     respectively, of Regulation S-K;

          (vi) On the basis of limited procedures, not constituting an
     examination in accordance with generally accepted auditing standards,
     consisting of a reading of the unaudited financial statements and other
     information referred to below, a reading of the latest available interim
     financial statements of the Company and its subsidiaries, inspection of the
     minute books of the Company and its subsidiaries since the date of the
     latest audited financial statements included or incorporated by reference
     in the Prospectus, inquiries of officials of the Company and its
     subsidiaries responsible for financial and accounting matters and such
     other inquiries and procedures as may be specified in such letter, nothing
     came to their attention that caused them to believe that:

             (A) (i) the unaudited condensed consolidated statements of income,
        consolidated balance sheets and consolidated statements of cash flows
        included in the Company's Quarterly Reports on Form 10-Q for the
        quarters ended August 31, 1994, November 30, 1994 and February 28, 1995
        incorporated by reference in the Prospectus do not comply as to form in
        all material respects with the applicable accounting requirements of the
        Exchange Act as it applies to Form 10-Q and the related published rules
        and regulations, or (ii) any material modifications should be made to
        the unaudited condensed consolidated statements of income, consolidated
        balance sheets and consolidated statements of cash flows included in the
        Company's Quarterly Reports on Form 10-Q for the quarters



        ended August 31, 1994, November 30, 1994 and February 28, 1995
        incorporated by reference in the Prospectus, for them to be in
        conformity with generally accepted accounting principles;

             (B) any other unaudited income statement data and balance sheet
        items included in the Prospectus do not agree with the corresponding
        items in the unaudited consolidated financial statements from which such
        data and items were derived, and any such unaudited data and items were
        not determined on a basis substantially consistent with the basis for
        the corresponding amounts in the audited consolidated financial
        statements included or incorporated by reference in the Company's Annual
        Report on Form 10-K for the most recent fiscal year;

             (C) the unaudited financial statements which were not included in
        the Prospectus but from which were derived the unaudited condensed
        financial statements referred to in Clause (A) and any unaudited income
        statement data and balance sheet items included in the Prospectus and
        referred to in Clause (B) were not determined on a basis substantially
        consistent with the basis for the audited financial statements included
        or incorporated by reference in the Company's Annual Report on Form 10-K
        for the most recent fiscal year;

             (D) the unaudited pro forma condensed consolidated financial
        statements included in the Company's Current Report on Form 8-K dated
        November 17, 1994 incorporated by reference in the Prospectus do not
        comply as to form in all material respects with the applicable
        accounting requirements of the Act and the published rules and
        regulations thereunder or the pro forma adjustments have not been
        properly applied to the historical amounts in the compilation of those
        statements;

             (E) as of a specified date not more than five days prior to the
        date of such letter, there have been any changes in the consolidated
        capital stock (other than issuances of capital stock upon exercise of
        options and stock appreciation rights, upon earn-outs of performance
        shares and upon conversions of convertible securities, in each case
        which were outstanding on the date of the latest balance sheet included
        or incorporated by reference in the Prospectus) or any increase in the
        consolidated long-term debt of the Company and its subsidiaries, or any
        decreases in consolidated net current assets or stockholders equity or
        other items specified by the Representatives, or any increases in any
        items specified by the Representatives, in each case as compared with
        amounts shown in the latest balance sheet included or incorporated by
        reference in the Prospectus, except in each case for changes, increases
        or decreases which the Prospectus discloses have occurred or may occur
        or which are described in such letter; and

             (F) for the period from the date of the latest financial statements
        included or incorporated by reference in the Prospectus to the specified
        date referred to in Clause (E) there were any decreases in consolidated
        net revenues or operating profit or the total or per share amounts of
        consolidated net income or other items specified by the Representatives,
        or any increases in any items specified by the Representatives, in each
        case as compared with the comparable period of the preceding year and
        with any other period of corresponding length specified by the
        Representatives, except in each case for increases or decreases which
        the Prospectus discloses have occurred or may occur or which are
        described in such letter; and

          (vii) In addition to the examination referred to in their report
     incorporated by reference in the Prospectus and the limited procedures,
     inspection of minute books, inquiries and other procedures referred to in
     paragraphs (iii) and (vi) above, they have carried out certain specified
     procedures, not constituting an examination in accordance with generally
     accepted auditing standards, with respect to certain amounts, percentages
     and financial information specified by the Representatives which are
     derived from the general accounting records of the Company and its
     subsidiaries, which appear in the Prospectus (excluding documents
     incorporated by reference) or in Part II of, or in exhibits and schedules
     to, the Registration Statement specified by the Representatives or in
     documents incorporated by reference in the Prospectus specified by the
     Representatives, and have compared certain of such amounts, percentages and
     financial information with the accounting records of the Company and its
     subsidiaries and have found them to be in agreement.

                                        2



     Pursuant to Section 7(d) of the Underwriting Agreement, Arthur Andersen LLP
shall furnish letters to the Underwriters with respect to Mercantile Systems,
Inc. ("Mercantile") to the effect that:

          (i) They are independent certified public accountants with respect to
     Mercantile within the meaning of the Act and the applicable published rules
     and regulations thereunder;

          (ii) In their opinion, the financial statements and any supplementary
     financial information and schedules examined by them and incorporated by
     reference in the Registration Statement or the Prospectus comply as to form
     in all material respects with the applicable accounting requirements of the
     Act or the Exchange Act, as applicable, and the related published rules and
     regulations thereunder;

          (iii) They have made a review in accordance with standards established
     by the American Institute of Certified Public Accountants of the unaudited
     combined statements of operations and cash flows in the Company's Current
     Report on Form 8-K dated November 17, 1994 incorporated by reference into
     the Prospectus and, on the basis of specified procedures including
     inquiries of officials of Mercantile who have responsibility for financial
     and accounting matters regarding whether the unaudited financial statements
     comply as to form in all material respects with the applicable accounting
     requirements of the Act and the Exchange Act and the related published
     rules and regulations, nothing came to their attention that caused them to
     believe that the unaudited combined financial statements (A) do not comply
     as to form in all material respects with the applicable accounting
     requirements of the Act and the Exchange Act and the related published
     rules and regulations or (B) any material modifications should be made to
     the unaudited combined financial statements for them to be in conformity
     with generally accepted accounting principles.

                                        3



                                    ANNEX II

     Pursuant to Section 7(e) of the Underwriting Agreement, Peat Marwick shall
furnish letters to the Underwriters with respect to Yes Check Services, Inc. and
Select Check, Inc. (the "Acquired Companies") to the effect that:

          (i) They are independent certified public accountants with respect to
     the Acquired Companies within the meaning of the Act and the applicable
     published rules and regulations thereunder;

          (ii) In their opinion, the financial statements and any supplementary
     financial information and schedules examined by them and incorporated by
     reference in the Registration Statement or the Prospectus comply as to form
     in all material respects with the applicable accounting requirements of the
     Act or the Exchange Act, as applicable, and the related published rules and
     regulations thereunder; and

          (iii) They have made a review in accordance with standards established
     by the American Institute of Certified Public Accountants of the unaudited
     combined balance sheet of each of the Acquired Companies at May 31, 1994
     included in the Company's Current Report on Form 8-K dated November 17,
     1994 incorporated by reference into the Prospectus and on the basis of
     specified procedures including inquiries of officials of the Company who
     have responsibility for financial and accounting matters regarding whether
     the unaudited combined balance sheet complies as to form in all material
     respects with the applicable accounting requirements of the Act and the
     Exchange Act and the related published rules and regulations, nothing came
     to their attention that caused them to believe that the unaudited combined
     balance sheet (A) does not comply as to form in all material respects with
     the applicable accounting requirements of the Act and the Exchange Act and
     the related published rules and regulations or (B) any material
     modifications should be made to the unaudited combined balance sheet for it
     to be in conformity with general accepted accounting principles.