THIRD AMENDMENT TO DEPOSIT PROCESSING SERVICES AGREEMENT

EXHIBIT 10.28

THIRD AMENDMENT TO DEPOSIT PROCESSING SERVICES AGREEMENT

This THIRD AMENDMENT TO DEPOSIT PROCESSING SERVICES AGREEMENT (this "Amendment") is entered into as of July 26, 2012, by and between Higher One, Inc. ("Higher One") and Xxxx Xxxxxx Bank ("Bank").

WHEREAS, Higher One and Bank are parties to that certain Deposit Processing Services Agreement dated as of March 29, 2012, as amended (the "Deposit Processing Services Agreement"); and

WHEREAS, the parties hereto desire to amend the terms of the Deposit Processing Services Agreement in accordance with the terms of this Amendment; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. Unless otherwise defined in this Amendment, all capitalized terms used herein shall have the definitions indicated in the Deposit Processing Services Agreement.

2. Section 2.11 of the Deposit Processing Services Agreement is hereby amended and restated in its entirety as follows:

2.11 Joint Oversight Policies. The parties shall us best efforts and work together in good faith to reach an agreement on the terms of the Joint Oversight Policies on, or prior to, May 3, 2012, unless otherwise mutually agreed upon by the Parties; provided, that the Parties hereby further agree to finalize the terms of an execute the Joint Oversight Agreement covering financials, or prior to, July 27, 2012. Furthermore, the Parties shall draft, finalize and execute a transition agreement addressing each Party's responsibilities in conjunction with the future termination of this Agreement and Depositor Program on, or prior to, August 31, 2012.

2. This Amendment may not be amended, waived or modified in any manner without the prior written consent of each party hereto.

3. Except as specifically amended and modified hereby, all of the terms and conditions of the Deposit Processing Services Agreement shall remain unchanged and in full force and effect. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws rules.

4. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.

XXXX XXXXXX BANK

By: /s/ Xxxxxxx X. Xxxxx

Its: CFO

HIGHER ONE, INC.

By: /s/ Xxxx Xxxxxxx

Its: CEO