S1 corporation's FRS BUSINESS UNIT To Acquire Operational Risk Management / SOX Compliance Solution

-- Agreement Will Create Industry's First Solution to Address Convergence of Regulatory Compliance and Risk Management --

Brussels, Belgium - June 28, 2005 - FRS, a leading global provider of enterprise risk and regulatory compliance solutions and a business unit of
S1 Corporation (Nasdaq: SONE), announced today that it has reached a definitive agreement to acquire key assets of Providus Software Solutions, Inc., a wholly-owned subsidiary of Zions Bancorporation (Nasdaq: ZION). In a strategic move that will broaden its applications footprint, FRS will offer the Providus Risk Resolve(tm) operational risk management (ORM) application as part of its FRS FinancialAnalytics suite of risk and regulatory compliance products, and complement S1's Enterprise strategy of providing financial services companies a single view of their customers and business operations. The acquisition will enable S1 and FRS to further enhance their ability to deliver solutions that empower financial institutions to move beyond compliance and support their efforts to protect against operational losses, preserve economic capital and improve their ability to mitigate risks over the long term.

Utilized by more than 600 financial institutions in more than 25 countries, FRS' financial reporting and analytics solutions are enabling customers to meet Basel II, IAS/IFRS and other requirements of state and national regulatory authorities. The RiskResolve solution is helping more than a dozen North American institutions address directives such Sarbanes-Oxley, Basel II, FDICIA and GLBA. Augmenting the FRS FinancialAnalytics suite with RiskResolve, FRS will uniquely position itself to help institutions overcome regulatory and compliance obstacles by leveraging a common data foundation and operational risk framework that harness financial intelligence across the enterprise.

"Global financial services spending on compliance applications is expected to reach US$ 900 million this year and escalate to US$ 1.53 billion in 2009 at a 15 percent CAGR," said Debbie Williams, Group Vice President, Capital Markets and Risk Management practices at Financial Insights, an IDC company.
"Prompted by the regulatory mandates of legislation such as Sarbanes-Oxley and Basel II, operational risk is increasingly becoming a formal component of enterprise risk management. We see an increased demand by business units for relevant risk management metrics, which in turn creates increased pressure to establish a data infrastructure that assists in evaluating risk-adjusted performance, and fosters a greater understanding of their enterprise-wide, operational risk exposures."

Launched and backed by Zions Bancorporation in 2003, Providus has been answering the industry's call for a tool that would help institutions manage operational risks and meet corporate compliance objectives, such as Basel II and SOX. RiskResolve is the only ORM and compliance solution that tightly integrates control self-assessment and loss and event assessment, providing a closed-loop framework for identifying, assessing and documenting risks and internal controls across multiple compliance initiatives. Its unique Active Risk Management(tm) approach transforms self-assessments from a static process into an active one that empowers and holds accountable all managers in the risk management cycle. RiskResolve is providing financial institutions, such as Calyon, National Bank of Canada, Old National Bancorp and Union Bank of California, with unparalleled insights into their risk environments.

"We are utilizing Providus' RiskResolve to help manage and integrate our enterprise-wide operational risk management, Sarbanes-Oxley Act and Basel II initiatives," said Marty Blaauw, Senior Vice President, Union Bank of California. "We recognized that an integrated technology framework would enable us to achieve greater analytical capability and operational efficiency. It appears this acquisition is a logical next step for Providus and should provide opportunities for synergism." In addition to RiskResolve, Union Bank of California is leveraging FRS' regulatory reporting and S1's trade finance solutions.

"Growing regulatory complexity has increased institutions' requirements for capital, with operational losses alone expected to reach an average of US$
23 million per institution this year," said Alain Tayenne, General Manager of FRS. "Yet, by their own admission, few institutions have confidence in the compliance and risk mitigation infrastructures currently in place.
Combining our capabilities with those of Providus will assist customers in achieving consistent, enterprise-wide data collection and regulatory reporting, while obtaining a complete picture of their operational risk management profiles. As a combined entity, we will be well-positioned to play a role in facilitating the pending convergence of regulatory compliance and risk management practices around the globe."

Under the terms of agreement, FRS will acquire the intellectual property and select assets of Providus' business, including current obligations to all Providus customers. The value of the transaction is approximately US$ 800,000 in cash, with additional consideration to be paid over time based on license sales. Following the completion of the acquisition, which is expected to close within the next 30 days, FRS will establish an office in S1's existing Littleton, Massachusetts facility, which will serve as headquarters for the company's ORM business. Key Providus executives will join the FRS management team.

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