EVERLINK PAYMENT SERVICES INC.

RE: EVERLINK Value Proposition to the Canadian Credit Unions and stakeholders

Canadian credit unions have been involved in a lengthy process to determine their direction concerning transaction switching and ATM driving services once current contractual commitments expire on April 30, 2009. Each credit union must make a decision whether to renew with the current provider, Everlink, or undertake a conversion effort to move to an alternative.

Everlink is the incumbent provider of reliable transaction processes and switching services to over 90% of all Canadian credit unions and many other financial services institutions including several domestic and foreign-subsidiary banks and ISO’s (Independent Service Organizations) across Canada.
Retaining the Canadian credit union business is very important to us. With a new leadership team in place, Everlink is increasingly customer-focused and client-centric, committed to collaboration and partnership with credit unions which includes engaged dialogue, User Groups and Task Forces (i.e., to define requirements and priorities, share information as well as to address project specific activities).

Further, we are investing heavily in our technology, processes, infrastructure and people to offer you the very best services available. To ensure our services are current and competitive, and, most importantly, address your priorities, we have defined a series of functionality releases, each with specific content to be introduced on a pre-arranged roll-out schedule.

A. New Everlink Pricing

Everlink has taken an aggressive position on pricing, reflecting not only the competitive nature of this business, but also Everlink’s commitment to be the leader in transaction switching and ATM driving services for Canadian credit unions.

Effective May 1, 2009, for all new contracts and contract renewals, Everlink is implementing real and substantial pricing reductions. The new Everlink pricing model, which will be communicated to all credit unions and stakeholders on March 25, 2008, will reset the standard for transaction switching and ATM driving for Canadian credit unions.

B. Your Current Agreement with Everlink

We understand this is an important decision for your credit union, and not one which should be taken lightly or made hastily. If you are contracted to Everlink directly, through either of the C2C or CUCC master agreements or via a group or intercept processor, there is a requirement to notify Everlink 365 days prior to the expiration of the contract (April 30, 2009) of intent to renew. Everlink hereby waives this requirement. As such, your credit union is not obliged to make a decision on this important matter until you have all the facts and have had an opportunity to complete your due diligence.

C. Everlink Depth and Breadth – Full Corporate Support

With the backing and support of Metavante and Celero, Everlink is determined to provide a new Value Proposition to Canadian credit unions. Everlink is a Canadian corporation, owned 51% by Metavante, a $1.6 Billion annual revenue, publicly traded (NYSE: MV; $2.4 Billion capitalization) global payments processing provider, and Celero, a leading provider of computing, hosting and technology services owned by CUCA, CUCS, CUCM and Concentra. As a point of fact, like Celero, Metavante has significant roots in the U.S. credit union and banking market.

Our owners have substance and depth and are committed to working with us to grow Everlink as a full-service payments processing company in Canada, offering products and services beyond transaction switching and ATM driving. We are fortunate to have owners who are in the payments processing, technology and service-provision business. Not only do they understand our business, but also provide new products, strategies, assistance and guidance in many ways. By leveraging its owners, Everlink has significantly enhanced our depth, scope and scale.

Everlink has the installed base, product strategy and commitment of the majority of the Canadian credit unions in addition to other financial institutions to continue operations and, more importantly, to grow both its service offerings and its business profitably.

D. Seamless Migration path to CUCC

All present Everlink clients on the C2C node who wish to remain with the Everlink service will be provided with a seamless migration path to the CUCC node. Furthermore, the migration costs will be zero to the credit unions --- there are absolutely no switch or switch-related migration costs charged by Everlink. The migration from C2C to the CUCC node is a straight forward, two-step process: (1) BIN redirection and (2) settlement redirection.

The ease of migration is largely a function of the sophisticated network architecture of the Everlink solution, which has been enhanced, augmented and tested through 25 years of operation under multiple environments.
Furthermore, Everlink commits that the migration process will not degrade, impact or reduce your service levels, and will not deprive you of any services, functionality or applications. Your current functionality will be fully preserved and, in some cases, enhanced on the new node.

In summary:

• No mandated testing (i.e. No certification or re-certification)
• No degradation or impact
• No functionality loss
• No costs for the Everlink portion of the work
• No loss of access to the various networks (Interac, PLUS, CIRRUS, EXCHANGE, ARN, AccuLink)

E. EMV/Chip

Everlink is EMV/Chip certified today by Interac for Shared Cash Dispensing (SCD). Everlink is currently processing full end-to-end EMV/Chip SCD transactions. Further, we have been working with several credit unions, Centrals and CUETS toward the objective of enabling credit unions to process EMV/Chip transactions.

Everlink is well down the path with a clear and purposeful plan to be fully EMV/Chip enabled and certified in both SCD and Point of Sale (POS) environments within this calendar year.

Clearly, Everlink is the most expedient, lowest cost and least disruptive solution for EMV/Chip enablement for Canadian credit unions.

F. Conclusion

Your business is critical to us and we thank you for your time to read this document. We have presented to you the new Everlink Value Proposition – as mentioned above, the new lower prices will be gladly communicated to you by March 25, 2008 -- which will accrue real and significant saving to your Credit Union, as well as several facts-based considerations to aid your analysis and decision.

I would welcome an open communication channel to discuss the above. Please feel free to contact me directly or any of our Customer Relationship Management personnel listed below. You can reach me at my personal and confidential direct number, 905-946-5889, or by email at Mark.Ripplinger@Everlink.ca.

Thank you and Best Regards,

Mark Ripplinger
President
EVERLINK Services

EVERLINK Customer Relationship Management personnel:

Peter Kalogiannides,
Vice-President, Relationship Management, Sales & Marketing
Direct: 905.946.5899
Peter.Kalogiannides@Everlink.ca

Strategic Account Managers:

Steve Mott
Cell: 604.999.5934
Steve.Mott@Everlink.ca

Fiona, Roessler
Cell: 416.455.1436
Fiona.Roessler@Everlink.ca

Darlyn Thompson
Cell: 416-522-3539
Darlyn.Thompson@Everlink.ca

ADDENDUM

A. No-Risk, Operational-Now Solutions with Everlink

Everlink believes that your transaction switching and ATM driving decision needs to be anchored on four fundamental elements that, if analyzed and considered carefully, will allow you to reach the best decision for your Credit Union and, by extension, for all other credit unions in Canada:

• Risk Mitigation & Management
• Technology
• Price
• Quality of Service (SLAs)
• EMV / Chip readiness

Technology and Quality of Service can be empirically measured and are tangible, tactical realities based on point-in-time technology and service delivery factors --- both of which can be dynamically managed. The point is, all suppliers can define SLA commitments and deliver to them.

Similarly, price is a tangible, tactical, point-in-time reality. Everlink has established a new standard in transaction switching and ATM driving pricing. As with technology and SLA delivery, this price may eventually be replicated. Nonetheless, Everlink has set the bar.

The huge difference, however, is in the intangible, strategic realities: Risk Mitigation & Management. This is the single most important factor which will eventually determine whether your credit union will be exposed to undue, undeserved and significant risk if your credit union undertakes a conversion with another supplier.

To better understand this key point, it is necessary to better understand the real reasons why there are literally no risk factors associated with the Everlink solution.

Conversion and Migration Risks: A decision to migrate will mean that the alternate provider will have to build a new infrastructure with connections to Interac, THE EXCHANGE, Acculink and other interprovincial and regional networks. This is not a simple, inexpensive or rapid undertaking, but rather, it is an undertaking which carries significant cost and risks.

With the present and forthcoming Everlink solutions, you and your credit union will NOT be exposed to the following unnecessary risks:

LOSS OF QUALITY-OF-SERVICE TO YOUR CLIENTS:

1. No risk of degraded, partial or even complete loss of services during conversions.
   
   
2. No disruption or distraction to your internal business processes and procedures such as ATM balancing and reconciliation, personnel re-training and “learning curve” inefficiencies, and other similar risk factors.
   
   
3. No disruption or distraction from your core business and your core projects.

ADDITIONAL COSTS

1. No uncertain costs directly relating to your migration onto an alternate provider.
   
   
2. No uncertain costs associated with upgrading to EMV Technology. Everlink is fully certified and currently running EMV transactions.
   
   
3. No uncertain costs associated with development on your host banking system to interface with an alternate provider.
   
   
4. No uncertain costs associated with analyzing and managing changes to your internal business processes with respect to an alternate provider’s reporting, settlement and interface specifications.
   
   
5. No uncertain costs and the loss of current services: many of the currently supported ATMs and ATM screen images -- hundreds of combinations -- will likely be unsupported by the alternate provider for at least the short term.
   
   
6. No new network infrastructure costs: these costs relate to the necessary network installation for each and every ATM, and for the host connection.
   
   
7. No need to install new encryption keys for the ATM start-ups. This effort requires substantial co-ordination with various providers (Brinks, Garda, and Securicor) or dedicated in-house resources.
   
   
8. No need for new ATM communication protocols: you might be forced to upgrade or buy new ATMs if the alternate provider cannot support the communication protocol for your existing ATMs.
   
   
9. No need for a new Host Banking System communication protocol: you might be forced to upgrade (i.e. buy new software modules) for your Host Banking System if the alternate provider cannot support the communication protocol for your existing host.

B. What about these questions and concerns?

1. A conversion to a new supplier will likely result in a fixed price per implementation:

1. What would this be per credit union?
   
   
2. What would a timeline be for a major migration - each CU would have to be scheduled separately?
   
   
3. What about additional Telecommunication costs - each conversion would require a new telecommunications network to be procured.

2. A new supplier will be required to build a new Interac node:

1. i. How will the specifications be defined and who will do that?
   
   
2. Who will pay for the development, testing, certification and
   management?
   
   
3. Will you have the option to migrate to CUCC?

3. Will all your current ATMs be supported? C2C indicates that the alternate provider will support most of the ATMs in the C2C environment but NOT ALL of them. Everlink supports all ATMs currently in use by Canadian credit unions.

4. C2C indicates that the alternate provider supports 8 out of 15 Banking Systems on the C2C Node. Everlink supports them all.

1. Is your Banking System supported now by the alternate provider?
   
   
2. If not, how will the interface specifications be defined and who will do that? When?
   
   
3. Does the alternate provider have an interface to your Host Banking System and is it currently processing transactions?
   
   
4. The current interface specifications are owned by Everlink. In view of this fact, how will the alternate provider connect to your current Host Banking System?
   
   
5. If the alternate provider DOES NOT have an interface and/or the specifications to your Host Banking System, where does this position your organization?
   
   
6. Are you or your Host Banking System provider responsible for the expenses relating to development, testing, project management and re-certification?
   
   
7. Do any or all of the above considerations put your organization at risk?

5. Will the solution by the alternate provider allow you to have access to all the networks that you can NOW access via Everlink? Everlink gives you high-integrity access now to: Interac, PLUS, CIRRUS, EXCHANGE, ARN, AccuLink.

6. As credit unions may slowly start to migrate to a new solution, these credit unions will be cut off from having full access to the current credit union networks. This will translate to your members having reduced transaction type capabilities and possibly higher interchange fees.

• Have you considered the impact to your business in terms of direct and indirect losses?
• What about brand and image loss, and reputational risk?

C. EMV / Chip Readiness

As the EMV initiative gains prominence in your strategic and tactical planning, it is important that your credit union takes into account the implications a decision to migrate to an alternate supplier will have in your requirements to be fully EMV-ready as soon as possible.

The Everlink CyberGateway and POS environments have completed certification and we are more than 90% EMV ready now. At the same time, accelerated efforts are in progress to achieve a similar readiness for the CUCC node and the C2C node.

1. Has the alternate provider, as a Direct Connector, undergone testing and certification with external organizations such as Interac for Card Issuing?
   
   
2. Has the alternate provider, as a Direct Connector, undergone testing and certification with external organizations such as Interac for ATM Acquiring?
   
   
3. Has the alternate provider processed EMV card and ATM transactions under the Interac and other networks?
   
   
4. The alternate provider claims that they are able to harvest PIN offset values from magstripe cards. However, are you aware that under the current PCI and Interac compliance guidelines and requirements, all Service Providers are expressly prohibited from logging any portion of the Track 2 image including the PIN offset value? In other words, “PIN Harvesting” is a violation of compliance for all vendors and Service Providers.
   
   Everlink possesses the computing and algorithmic capability and experience to carry out the PIN Harvesting request from a technology point-of-view. As such, we can and will work with the regulators, governance bodies and auditors, along with all credit unions and Group Processors to explore an appropriate secure and compliant solution.
   
   
5. Everlink and CUETS can now provide your credit union with card management services that includes EMV/Chip functionality. Are you comfortable with the risk associated with the fact that the alternate provider’s smart card management and card issuance capabilities are not as mature as the current CUETS offering supported by Everlink?