Experience, Reputation and Reliability Contact: 701-277-8955 Prepared for: Bank/Credit Union Bank/Credit

Experience, Reputation and ReliabilityContact:

701-277-8955 www.takevisamastercard.com

Prepared for:

Bank/Credit UnionBank/Credit Union Officer

Date, 2007

National Processing Company2

NPC Company Overview 6th Largest Provider of Merchant Acquiring Services in the

United States with over 40 years of history in the payment processing industry.

Largest Merchant Acquirer Focused on ISO Centric Business Model.

Largest Merchant Acquirer Exclusively Serving Small/Medium Merchants.

Industry Leading Merchant Boarding & CRM Technology. Large-Scale, Broad-Based Service Provider With Emphasis

on Service Quality. Over 275,000 Merchant Outlets Over $25 billion in Annual Sales Volume Over 340 million Transactions per Year Total Number of Employees: 600

Louisville: 230 Houston: 220 Chicago: 100 Field: 50


NPC Company OverviewNational Processing Company is the leading provider to the small & mid-sized merchant segment

Rank – 05 Company # of

Merchants

1 Chase Paymentech Solutions 907,553

2 BA Merchant Services 890,000

3 NOVA Information Systems 854,236

4 First Data 788,348

5 Global Payments 419,000

6 National Processing Company(1)

275,000

7 Wells Fargo Merchant Serv. 216,373

8 Innovative Merchant Solutions 200,000

9 Cardservice International 197,354

10 TransFirst 194,538

Merchant Market Participants(# of Merchant Outlets)


Heritage of NPC

1964

1979

1988 2004

2006

1974

1992

1994

1967 1996

1997

19992001

2003

MasterCharge Founded in Louisville, KY

First National Bank (FNB) of Louisville acquires MasterCharge

Diversified into merchant acquiring business

NPC established as separate subsidiary of FNB

NPC becomes wholly owned subsidiary of NCC

Expanded into Debit card processing

Processed over 1 billion credit transactions

NPC became a NYSE publicly traded company

Acquired Financial Alliance, moving company into regional merchant acquiring

1999-2001: Exited all non-merchant businesses (check processing, remittance, payables, freight, and BPO) and expanded presence in regional merchant sector

Acquired regional merchant portfolio from Heartland Payment Systems

Acquired merchant businesses from NCC banking subsidiaries

Formed a merchant processing JV with ABN Amro USA

Acquired Best Payment Solutions

Acquired by ITPS. ITPS changes name to NPC

Acquired by B of A for $1.4 billion

FNB merges with National City Corporation (NCC)


Industry Trends

Within this overall segment, there are an estimated 23 million small businesses in the U.S.

Only 27% of them accept card based payment An estimated 580,000 new small businesses will open every year in the U.S.

In 2005 over 950,000 US merchants were new to card acceptance 79% were existing businesses, new to card acceptance 21% were new business starts

64%50%

33%44%

3% 6%

0%

20%

40%

60%

80%

100%

2003 2008E

Paper Cards Electronic

Shift from Paper to Card and Electronic Transactions(% of U.S. Purchase Transactions)

$3,594

$2,110

2003 2008E

Total U.S. Card Sales Volume(in billions)

CAGR = 11.2%


Merchant Trends / Profitability

The small merchant segment is the fastest growing market.

The small merchant segment is the most profitable and difficult to serve:

100% of 100% of BusinessBusiness

LargeMerchants0.1 million

Medium-sized

Merchants<1 million

Small Merchants5.2 million

MerchantLocations

$1,294 billion

$449 billion

$414 billion

VISA / MC ChargeVolume

<$1 billion

$1 billion

$3.7 billion

Net Revenues to Processors

6.1 million Merchant Locations $2,157 billion $5.1 billion

100% of 100% of BusinessBusiness


Medium-sized

Merchants<1 million


MerchantLocations


Medium-sized

Merchants<1 million



Medium-sized

Merchants<1 million


MerchantLocations

$1,294 billion

$449 billion

$414 billion


$1,294 billion

$449 billion

$414 billion

$1,294 billion

$449 billion

$414 billion


<$1 billion

$1 billion

$3.7 billion


<$1 billion

$1 billion

$3.7 billion

<$1 billion

$1 billion

$3.7 billion


6.1 million Merchant Locations $2,157 billion $5.1 billion

Sources: The 2005 Nilson Report, First Annapolis Consulting, and BAS estimates


Natural Partnership

NPC’s Services fit right into a Financial Institutions strategy of growing deposits and strengthening ties to commercial customers.

Payment Services for F.I. customers is critical to their business health and success.

Confusing options in the market…merchants need a trusted partner to guide them.

Financial Institutions can significantly increase fee income through increased deposits and revenue share by providing Merchant Services and aggressively marketing with NPC as the partner of choice.


Competitive Advantages

NPC Distribution Partner AND Merchant Focus Dedicated Strategic Alliance Division Service Quality Emphasis GEM & Retention Teams MAG NPC Online Focused Management Team NPC Retains 100% Liability


Experienced Partner

NPC has built tools to enable strategic partners to participate at the level they desire.

As an example, we provide processing services to over 500 bank partners with more than 4,000 bank branches under management.

Executive team at NPC understands importance of the total relationship between your customer and us.

NPC can customize the Bank program to fit your specific needs.

NPC approves and provides service to more than 3,000 new merchant customers each month.


Reliable Partnership

NPC Competitive pricing - YES Local dedicated representation - YES Internet/PC products – YES Accommodate existing merchant equipment –

YES Check verification/conversion -YES Quick Merchant sign-up – YES Portfolio Management Tools for Bank – YES Zero Liability Program - YES


New Strategy

Align dedicated NPC sales team in the your area to support all of your branches.

Drive new business opportunities back to your Financial Institution.

Provide Financial Institution with online Lead Tracking to insure all referrals are contacted and serviced in a timely manner.

Introduction to other NPC Strategic Partners to drive new business for both companies.


Bank/Credit Union Support / G.E.M. Team

G.E.M.’s mission is to successfully deliver prompt, efficient and knowledgeable support to our sales groups. This, in turn, gives our sales groups the ability to fully concentrate on delivering increased sales with the highest level of customer satisfaction.

GEM consistently delivers:

Zero Hold Times! No Voicemails!


Bank/Credit Union Support / MAG

MAG is an interactive and real-time online gateway for boarding, review, approval of merchant applications.

MAG will provide instant merchant approval upon data entering on standard SIC/MCC codes.

Downloads will be built within hours to provide same day or next day installation capability.

ISO’s may key directly to MAG, or fax or email apps to NPC to be keyed.


Bank/Credit Union Support / Online Tools

Total back-end office support with an advanced data delivery system that allows our sales groups to view information on their accounts exactly as NPC sees it.

Obtain a 360 degree view of each merchant – including equipment, additional services, and history.

Check technical support notes on each merchant. Initiate Merchant Service Requests


Bank Support / MyMerchantData.com

MyMerchantData is an online transactional database, which provides you AND your merchants a unique resource which provides:

Online transaction and batch information View, evaluate, and print statements Respond to chargeback and retrieval requests Export data to Excel spreadsheets for reconciliation and

account purposes.


NPC Equipment Facilities

Equipment and Deployment:

New and refurbished terminals and peripherals available Competitive pricing for all Class A point-of-sale (POS)

equipment Bulk & individual sales including full deployment services Kitting, including plates and supplies available Equipment exchange, swap replacement and upgrade

services available In-House Terminal Software:

VeriFone VeriCentre Lipman WNCC Hypercom Termmaster

Deployment facilities New & refurbished equipment deployed from Chicago Swaps & refurbished equipment deployed from Houston


NPC Underwriting Overview

MERCHANT APPROVAL CHART

Annual Volume Between $150,000

and $300,000

Requirements:

• Acceptable Credit History

• Two to Six Months Merchant Statements, Based Upon Credit History

• Financial Statements**

Annual Volume Between $300,000

and $15,000,000*

Requirements:


• One to Three Months Merchant Statements, Based Upon Credit History


Annual Volume Between $2,000,000

and $25,000,000*

Requirements:


• One to Three Months Merchant Statements, Based Upon Credit History


Annual Volume Less Than $150,000

Average Ticket Less Than $350

Requirements:

•Acceptable Credit History

• Approved and Secure Website

Annual Volume Less Than $300,000

Average Ticket Less Than $750

Requirements:


• Marketing Materials

• Refund Policy

Annual Volume Less Than $2,000,000

Average Ticket Less Than $3,000

•Approved with Completed Merchant Application

INTERNET MERCHANTS

Internet merchants add another level of risk. They operate similarly to Mail/Telephone Order merchants and are limited in their ability to defend themselves againstchargebacks. The difference is that their business is on the Internet and can be located and accessed by anyone from anywhere in the world, it is the prospective customer that locates the merchant.

MAIL/PHONE ORDER MERCHANTS

Mail/Telephone Order merchants move up to an increased level of risk. Neither the card nor the cardholder are present, the merchant identified the cardholder only to the best of his/her ability. Sales can be disputed on the grounds of wrong color, wrong size, not as represented, defective merchandise, damaged goods, or the old standby “it wasn’t me” defense.

RETAIL MERCHANTS

Retail merchants are regarded as having a relatively low level of risk. A retail card swipe transaction offers the merchant protection because the card and the cardholder are present and the goods or services were delivered at that time. For risk purposes it is presumed that the merchant can usually prevent a sale from being charged back by presenting the signed, imprinted sales draft.

*Merchants processing annual sales volume in these ranges may be submitted for approval to NPC’s Review Committee, and, additionally to the Merchant Audit Review Committee (MARC) in the case of Retail Merchants in excess of $25.0 MM per year or MOTO/Internet Merchants in excess of $15.0 MM per year. (See Major Merchants, pg. 9 of Merchant Acceptance Orientation Manual)

**Financial Statements should include the most recent interim and year end Profit and Loss Statement and Balance Sheet. Complete Federal tax returns shall also be considered.

Revision Date 12.01.06

Documents

Experience, Reputation and Reliability Contact: 701-277-8955 Prepared for: Bank/Credit Union Bank/Credit