Notice of Amendment Related to the New Platinum Credit Card with Alternative Pricing

Dear Credit Card Manager:

Effective August 14, 2006, Elan will offer Platinum with Alternative Pricing, a Platinum credit card designed to accommodate a lower credit quality applicant ("Alternative Pricing Card"). This is not a product an applicant would apply for, but a down sell product which is only offered to applicants who do not meet Elan's standard underwriting criteria for the product they originally selected. This addition to our consumer product line will result in our ability to approve approximately 7 percent more of your applicants that would have otherwise been declined.

The decision to offer this product was not financially driven, but one based upon our desire to approve more of your applicants and to meet you and your applicants' credit card needs. Elan continuously looks for ways to approve more of your applicants so they can have their credit card needs met through you and not another financial institution.

In order for this product to be financially viable, there is a different pricing structure to mitigate the additional risks and costs, which may include annual fees and higher annual percentage rates. The return on these cardmembers is significantly lower; therefore, the revenue share structure on this product will be lower than on other products available to you.

Upon implementation of the Alternative Pricing Card, Elan will pay institutions a new Account incentive fee of $5 for new Alternative Pricing Card Accounts (provided that the incentive payment will not be paid on Purchased Accounts, for Account upgrades, Account Transfers, or Elan's acquisition direct mail programs.) In addition to the new Account incentive payment, Elan will pay 5 percent of Interchange income earned on Alternative Pricing Card Net Purchase Transactions.

An amendment to your current compensation schedule is needed to include the Alternative Pricing Card compensation described above. Therefore, in accordance with the amendment provision of your current contract with Elan Financial Services (the "Agreement"), Elan is providing you with thirty (30) days' advanced written notice of an amendment to the Agreement regarding compensation for the new Alternative Pricing Card. Soon you will receive an amendment document from Elan, which will add the compensation provisions to the Agreement related to the Alternative Pricing Card. You are encouraged to review the Amendment carefully and keep a copy of it with the Agreement.

Shortly, we will be sending you a launch kit(s) and a Credit Card Bulletin with more information regarding training sessions and when you should expect to receive take one applications and point of sale materials.

Should you have questions regarding this process or the Amendment, please do not hesitate to contact your Relationship Manager or the Elan Financial Institution Support Center at 1-800-523-5354, option 4, or email at elanfisc@elansales.com.

Sincerely,

Elan Financial Services


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Elan Financial Services
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4 Station Square
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Pittsburgh PA, 15219