Merchant Advisory - C.Cannon Letter 3/23/05

March 23, 2005

Dear Retailer:

The claims form process in the Visa Check/MasterMoney Antitrust Litigation will almost certainly begin early next fall when the appeals process is finally concluded.  The goal continues to be making the financial distribution as simple and straightforward as possible. For retailers with multiple locations, a big help for the claims administrator, and presumably for you, would be if one check and all communications could be sent to a single address, such as your corporate headquarters, rather than having to communicate with dozens of individual store managers from the same entity.  Lead counsel is therefore requesting your assistance in making this process operate as smoothly as possible. The information you are being asked to maintain or provide is detailed below.

Please note that if you provided this information in 2004 and there have been no significant changes in your company, you do not need to resubmit your data.  However, if you have acquired another merchant, you would need to resubmit information to reflect that acquisition.  If your company is in the process of a merger that is the subject of a Hart-Scott-Rodino Act merger review, you should consult with antitrust counsel before providing a consolidated list if the transaction is still under review.

As in the past, your primary point of communication should be the Claims Administrator, The Garden City Group, Inc. ("GCG"), who is responsible for accomplishing the distribution.  You may reach them by calling Bobby Wasserman (631-470-5000), or by emailing to VMM@gardencitygroup.com.  In addition, if you have specific legal questions you may also contact Jeff Shinder of Lead Counsel Constantine Cannon ("CC") at (212) 350-2709.  For certain process questions you may wish to speak to Mallory Duncan at the National Retail Federation (202-783-7971).

How the Claims Process will Work

GCG maintains the files related to your company and all of the other companies who are members of the class of affected merchants.  So long as your company was a retailer in business that accepted Visa and MasterCard during the period between October, 1992 and June, 2003 and you did not contact GCG requesting to "opt out" of the litigation (only a small fraction of class members did so) your company is a member of the class.

The claims process will be utilizing data on credit and signature debit volumes from Visa to calculate merchants' pro rata shares of the settlement funds.  Because the claims process is using Visa data, merchants do not need to provide processor statements showing their Visa and MasterCard debit and credit volumes back to October 1992.  However, you may want to maintain these records, if you have them, in order to check the accuracy of the data provided by Visa.  You should maintain any contracts showing when you accepted Visa and MasterCard after October 1992.  Lastly, you should maintain any records showing when you accepted on-line PIN debit, if you did accept it over the damages period.

Information that Can Help Simplify the Claims Process

The data provided by Visa for the distribution is broken down to the store or outlet level.  To avoid sending checks to individual stores to the greatest extent possible, CC and GCG have developed ways that are designed to programmatically link up the individual stores locations that should be associated with a given merchant.  To make sure that this is being done accurately as possible, and to make sure that claims are processed as efficiently as possible, merchants are strongly encouraged to provide the following information to the Claims Administrator:

• 
  A list of all of the merchant's stores and their addresses (and all the stores and store addresses for the merchant's wholly or majority owned subsidiaries that accepted Visa and MasterCard.)  If possible, this list should include stores from 1997-2003.  This list should also include stores that were later closed.  (Please note that store and address data from before 2000 need not be provided unless it is easy to obtain);
• The address to which the merchant would like its consolidated claim form sent;
• The card acceptor ID numbers that Visa has assigned to the merchant's stores (or to the merchant) since 1996;
• The acquirer bank identification numbers ("BINs") for all Visa acquiring banks that contracted with the merchant since 1996; and
• A list of all wholly subsidiaries that accepted Visa and MasterCard in the U.S. that the merchant would like consolidated into a single claims form;
• Special Note:  Merchants that bought or sold businesses that have been members of the class (because they accepted Visa and MasterCard in the United States after October 1992) should be aware of the following additional guidelines:
• Merchants that acquired a class member between October 1992 and the present acquired that class member's right to a share of the settlement funds unless the contract of sale says otherwise.  Such merchants should list the class member they acquired (and its stores, store addresses and card acceptor ID numbers etc) in the materials they provide to GCG and Lead Counsel.
• Merchants that sold a class member between October 1992 and the present relinquished their right to that class member's share of the settlement funds unless the contract of sale says otherwise. Such merchants should not list that class member (or its stores, store addresses and card acceptor ID numbers) in the materials it provides to Lead Counsel and the Claims Administrator.

Lead Counsel and the Claims Administrator strongly encourage merchants to provide this information.  This information is especially important for larger merchants with different subsidiaries or divisions.  It should enable the claims administrator to verify in advance that each claim form includes all of the merchant's stores and subsidiaries that should be consolidated in its claim form.

Please provide this information by July 1, 2005 to give GCG, the Claims Administrator, as much time as possible to use this data to streamline claim forms.  If you have any questions, please do not hesitate to call Jeff Shinder of CC at (212) 350-2709.  Once you have compiled this data, you can also send it in spreadsheet or text file form to Bobby Wasserman at GCG via email (VMMdata@gardencitygroup.com).

Finally, please understand that merchants are not obligated to provide this information to receive their share of the settlement funds.  These materials are merely being requested to help streamline the claims process and avoid as much as possible the sending of checks to individual stores.

Thank you for your consideration.

Constantine Cannon, PC