Table of Contents

Oregon		7372		91-1795219
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Roy W. Tucker M. Christopher Hall Perkins Coie LLP 1120 NW Couch Street, 10th Floor Portland, Oregon 97209 (503) 727-2000		David M. Carter Hunton & Williams LLP Bank of America Plaza, Suite 4100 600 Peach Street, NE Atlanta, Georgia 30308 (404) 888-4000

Proposed Maximum

Proposed Maximum

Amount of

Title of Each Class of

Amount to Be

Offering

Aggregate

Registration

Securities to Be Registered

Registered(1)

Price per Unit

Offering Price(2)

Fee(3)

Common Stock, no par value

4,918,032

N/A

$14,733,761.15

$1,734.16

(1)	Based upon the maximum number of shares of common stock of the Registrant that may be issued to stockholders of InteliData Technologies Corporation pursuant to the merger described herein.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) and Rule 457(c) of the Securities Act of 1933, as amended, based on (i) $0.35, the average of the high and low per share prices of the common stock, $0.001 par value per share, of InteliData Technologies Corporation on the Nasdaq SmallCap Market on May 6, 2005, (ii) multiplied by 54,167,889, the maximum number of shares of InteliData Technologies Corporation common stock estimated to be received by Corillian Corporation or cancelled pursuant to the merger, assuming exercise of all outstanding options to acquire InteliData common stock that may be exercised prior to the effective time of the merger, (iii) less $4,225,000, the estimated amount of cash to be paid by the Registrant in connection with the merger.
(3)	Computed in accordance with Rule 457(f) under the Securities Act of 1933, as amended, to be $1,734.16, which is equal to .0001177 multiplied by the proposed maximum aggregate offering price of $14,733,761.15.

---

Table of Contents

	•	Each share of InteliData common stock will receive a number of shares of Corillian common stock equal to the quotient of 4,918,032.78689, divided by the total number of shares of InteliData common stock outstanding immediately prior to the closing of the merger. Any fractional shares resulting from such exchange will be paid a cash equivalent.
	•	Each share of InteliData common stock will also receive an amount of cash equal to the quotient of $4,500,000, divided by the total number of shares of InteliData common stock outstanding immediately prior to the closing of the merger.

---

Table of Contents

	Sincerely,

	Alfred S. Dominick, Jr.
	Chief Executive Officer and Chairman
	of the InteliData Board of Directors

---

Table of Contents

	(a) adopt the Agreement and Plan of Merger, dated as of March 31, 2005, among InteliData Technologies Corporation, Corillian Corporation and Wizard Acquisition Corporation, a wholly owned subsidiary of Corillian (“Merger Sub”), and approve the transactions contemplated thereby (Proposal 1);
	(b) elect two Class III members and one Class II member to InteliData’s board of directors (Proposal 2);
	(c) ratify the selection of Deloitte & Touche LLP as independent registered public accounting firm for InteliData for the year ending December 31, 2005 (Proposal 3); and
	(d) transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

	By Order of the Board of Directors,

	Alfred S. Dominick, Jr.
	Chief Executive Officer and Chairman
	of the InteliData Board of Directors

---

Table of Contents

---

Table of Contents

Proxy Statement for the Annual Meeting of Stockholders of InteliData Technologies Corporation		Prospectus of Corillian Corporation for up to 4,918,032 Shares of Corillian Common Stock

	(a) adopt the Agreement and Plan of Merger, dated as of March 31, 2005, among InteliData Technologies Corporation, Corillian Corporation and Wizard Acquisition Corporation, a wholly owned subsidiary of Corillian (“Merger Sub”), and approve the transactions contemplated thereby (Proposal 1);
	(b) elect two Class III members and one Class II member to InteliData’s board of directors (Proposal 2);
	(c) ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for InteliData for the year ending December 31, 2005 (Proposal 3); and
	(d) transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.

	•	a number of shares of Corillian common stock equal to the quotient of 4,918,032.78689, divided by the total number of shares of InteliData common stock outstanding immediately prior to the closing of the merger; and
	•	cash equal to the quotient of $4,500,000, divided by the total number of shares of InteliData common stock outstanding immediately prior to the closing of the Merger.

---

Table of Contents

ii

---

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE MERGER				vi
SUMMARY				1
	Information about the Parties to the Merger			1
	The Merger			2
	What InteliData Stockholders Will Receive in the Merger			3
	No Fractional Shares			3
	Fairness Opinion of Wachovia Capital Markets, LLC			3
	Recommendation of InteliData’s Board of Directors			4
	Annual Meeting of InteliData Stockholders			4
	Stockholder Vote Required for the Merger Proposal			4
	Agreements to Facilitate Merger			4
	Appraisal Rights			4
	Interests of InteliData’s Executive Officers and Directors in the Merger			5
	Conditions to the Merger Agreement			5
	Termination of the Merger Agreement			5
	Termination Fee			6
	Restrictions on Solicitation			6
	Accounting Treatment			6
	Regulatory Approvals Required for the Merger			6
	Material United States Federal Income Tax Consequences			6
	Additional Matters Being Submitted to a Vote of InteliData Stockholders			6
	Stockholder Vote Required for Additional Matters			7
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF CORILLIAN				8
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF INTELIDATA				9
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF CORILLIAN AND INTELIDATA				11
CORILLIAN CORPORATION AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004				13
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE INFORMATION				17
COMPARATIVE MARKET PRICE INFORMATION				19
RISK FACTORS				20
	General Risks Relating to the Proposed Merger			20
	Risks Related to Corillian’s Business and the Combined Company			24
INTELIDATA ANNUAL MEETING				31
	General			31
	Matters to Be Considered			31
	Proxies			31
	Solicitation of Proxies			32
	Record Date and Quorum			32
	Voting Rights and Vote Required			32
	Share Ownership of Management and Certain Beneficial Stockholders			33
	Recommendation of InteliData’s Board of Directors			33

iii

---

Table of Contents

DELISTING AND DEREGISTRATION OF INTELIDATA COMMON STOCK				33
QUOTATION ON THE NASDAQ NATIONAL MARKET SYSTEM				33
THE MERGER AND SPECIAL FACTORS RELATED TO THE MERGER				33
	Structure			33
	Background of the Merger			34
	InteliData’s Reasons for the Merger; Recommendation of InteliData’s Board of Directors			36
	Fairness Opinion of Wachovia Capital Markets, LLC			38
	Corillian’s Reasons for the Merger			48
	Completion of the Merger			49
	Material United States Federal Income Tax Consequences of the Merger			49
	Management and Operations of Corillian and InteliData Following the Merger			51
	Interests of Certain Persons in the Merger			51
	Accounting Treatment			54
	Regulatory Approvals Required for the Merger			54
	Stock Exchange Listing			54
	Appraisal Rights			54
THE MERGER AGREEMENT				57
	Merger Consideration			57
	Procedures for Exchange			58
	Adjustments to Merger Consideration			58
	Fractional Shares			59
	Representations and Warranties			59
	Conduct of InteliData’s Business Pending the Merger			61
	Acquisition Proposals by Third Parties			62
	Other Agreements			63
	Conditions to Completion of the Merger			64
	Employee Benefit Plans			65
	InteliData’s Option Plans; Employee Stock Purchase Plan			66
	Termination of the Merger Agreement			66
	Termination Fee			66
	Amendment, Extension and Waiver			66
	Expenses			67
AGREEMENTS TO FACILITATE MERGER				67
INTELIDATA AFFILIATE LETTERS				67
INFORMATION ABOUT CORILLIAN				68
INFORMATION ABOUT INTELIDATA				68
COMPARATIVE RIGHTS OF CORILLIAN SHAREHOLDERS AND INTELIDATA STOCKHOLDERS				69
ADDITIONAL MATTERS BEING SUBMITTED TO A VOTE OF INTELIDATA STOCKHOLDERS				81
	Election of Directors (Proposal 2)			81
	Ratification of Selection of Independent Registered Public Accounting Firm (Proposal 3)			85
	Management			87
	Executive Compensation			89
	Employment and Change of Control Agreements			91

iv

---

Table of Contents

	Director Compensation			94
	Compensation Committee Interlocks and Insider Participation			94
	Principal Stockholders			95
	Certain Transactions			96
	Expenses of Solicitation			96
	Householding Information			96
LEGAL MATTERS				97
EXPERTS				97
OTHER MATTERS				97
STOCKHOLDER PROPOSALS				97
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE				98
WHERE YOU CAN FIND MORE INFORMATION				99
APPENDIX A AGREEMENT				A-1
APPENDIX B FORM OF AGREEMENT TO FACILITATE MERGER				B-1
APPENDIX C FAIRNESS OPINION OF WACHOVIA SECURITIES				C-1
APPENDIX D SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW				D-1
EXHIBIT 3.1
EXHIBIT 3.2
EXHIBIT 23.1
EXHIBIT 23.2
EXHIBIT 99.1
EXHIBIT 99.3

v

---

Table of Contents

Q1:	What is the proposed transaction for which I am being asked to vote?

A1:

You are being asked to vote to approve and adopt a merger agreement among InteliData Technologies Corporation, Corillian Corporation, and a wholly owned subsidiary of Corillian. The merger agreement provides for the merger of InteliData with and into Wizard Acquisition Corporation, a newly formed, wholly owned subsidiary of Corillian (“Merger Sub”), with Merger Sub surviving the merger as a wholly owned subsidiary of Corillian. When this merger occurs, InteliData stockholders will be entitled to receive the merger consideration. See “The Merger Agreement — Merger Consideration” beginning on page 57.

Q2:	What will I receive in the merger?

A2:	Subject to adjustments, upon completion of the merger, each share of InteliData common stock will be converted only into the right to receive:

	•	a number of shares of Corillian common stock equal to the quotient of 4,918,032.78689, divided by the total number of shares of InteliData common stock outstanding immediately prior to the closing of the merger; and
	•	an amount of cash equal to the quotient of $4,500,000, divided by the total number of shares of InteliData common stock outstanding immediately prior to the closing of the merger.

	The aggregate cash consideration may be adjusted upwards or downwards in the event of certain option transactions prior to closing the merger and downwards by up to $275,000, depending on the resolution of certain contingencies of InteliData prior to the closing. You will not receive any fractional shares of Corillian common stock in the merger. Instead, you will receive a cash payment, without interest, rounded up to the nearest whole cent, determined by multiplying the fractional share interest to which you would otherwise be entitled by the average closing price for a share of Corillian common stock as reported on the Nasdaq National Market System for the 20 trading days ending on and including the third trading day prior to the closing of the merger.
	Each share of InteliData common stock would receive an estimated $0.0844 in cash and 0.0954 shares of Corillian common stock based upon 51,133,492 shares of InteliData common stock outstanding as of March 31, 2005, the date of the merger agreement, and assuming (a) a downward adjustment of $275,000 for the resolution of contingencies, (b) the exercise of all options to purchase InteliData common stock that were outstanding and “in-the-money” as of March 31, 2005, (c) the termination of all options to purchase InteliData common stock that were outstanding and “out-of-the-money” as of March 31, 2005 and (d) the payment by InteliData of certain amounts in consideration of the termination of the “out-of-the-money” options. The specific dollar value of the Corillian common stock that InteliData stockholders will receive upon completion of the merger will depend on the market value of Corillian common stock at that time.

Q3:	Will I be able to trade the shares of Corillian common stock I receive in the merger?

A3:

You may freely trade the shares of Corillian common stock issued in the merger, unless you are an affiliate of InteliData. The shares will be quoted on the Nasdaq National Market under the symbol “CORI.” Persons who are considered affiliates (generally directors, officers and 10% or greater stockholders) of InteliData must comply with Rule 145 under the Securities Act of 1933, as amended (the “Securities Act”), if they wish to sell or otherwise transfer any of the shares of Corillian common stock they receive in the merger.

Q4:	What will happen to InteliData’s outstanding stock options in the merger?

A4:	InteliData stock options issued under InteliData stock option plans will be terminated effective immediately prior to the merger. Holders of InteliData stock options who exercise their options prior

vi

---

Table of Contents

to the effective time of the merger will receive a portion of the merger consideration based upon the number of shares of InteliData common stock received upon exercise of such stock options, just like other InteliData stockholders. Holders of InteliData stock options with an exercise price greater than the value of the per share cash and stock merger consideration are expected to surrender their options to InteliData prior to consummation of the merger and InteliData will pay them (i) $0.02 per share for each share of common stock underlying options with an exercise price of $2.00 or less and/or (ii) $0.01 per share for each share of common stock underlying options with an exercise price of greater than $2.00, in cash, less applicable tax withholdings.

Q5:	What are the material federal income tax consequences of the merger to me?

A5:

The parties intend that the merger will qualify as a “reorganization” for United States federal income tax purposes pursuant to Section 368(a) of the Internal Revenue Code. Assuming that the merger qualifies as a “reorganization,” an InteliData stockholder generally will recognize gain in an amount equal to the lesser of (a) the amount of cash received in the exchange or (b) the amount, if any, by which the sum of the fair market value, as of the effective date of the merger, of the Corillian common stock and the amount of cash received in the exchange exceeds the tax basis of the shares of InteliData common stock surrendered in the exchange. No loss may be recognized on the exchange.

	This tax treatment may not apply to all InteliData stockholders. We strongly urge you to consult your own tax advisor for a full understanding of the tax consequences of the merger to you. See “The Merger — Material United States Federal Income Tax Consequences” beginning on page 49.

Q6:	What vote is required for approval of the merger proposal under consideration at the annual meeting?

A6:

The merger agreement must be approved by a majority of the outstanding shares of InteliData common stock. Therefore, if you abstain or fail to vote, it will be the same as voting against the merger agreement. You are entitled to vote on the merger agreement if you held InteliData common stock at the close of business on the record date, which is [May      ], 2005. On that date, [                    ] shares of InteliData common stock were outstanding and entitled to vote.

Q7:	Are there any stockholders already committed to voting in favor of the merger?

A7:

Yes. InteliData directors and officers, who collectively held approximately 0.7% of the outstanding shares of InteliData common stock on the record date, have entered into agreements requiring them to vote all of their shares in favor of the adoption and approval of the merger agreement. See “Agreements to Facilitate Merger” beginning on page 67 and the form of Agreement to Facilitate Merger, attached as Appendix B to the proxy statement/ prospectus.

Q8:	How does the InteliData board of directors recommend that I vote on the merger proposal?

A8:	The board of directors of InteliData unanimously recommends that you vote “FOR” adoption of the merger agreement and the transactions contemplated thereby.

Q9:	Do persons involved in the merger have interests that may conflict with mine as an InteliData stockholder?

A9:

Yes. When considering the recommendations of InteliData’s board of directors, you should be aware that certain InteliData directors and officers have interests in the merger that are different from, or are in addition to, yours. These interests include the receipt of change of control and severance payments, the receipt of indemnification and liability insurance benefits by directors and officers of InteliData from Corillian, and employment of certain InteliData officers by Corillian after the merger. In addition, certain InteliData directors and officers are stockholders and/or optionholders. In connection with the merger, these directors and officers will receive a portion of the merger

vii

---

Table of Contents

	consideration for their shares of InteliData common stock and/or consideration for their cancellation of InteliData stock options.

Q10:	Are there risks I should consider in deciding whether to vote for the merger?

A10:	Yes. In evaluating the merger, you should carefully consider the factors discussed in the section titled “Risk Factors” beginning on page 20.

Q11:	When do you expect the merger to be completed?

A11:	We expect to complete the merger promptly after we receive InteliData stockholder approval at the annual meeting. We anticipate closing on or about [                    ], 2005.

Q12:	Why are the InteliData stockholders also being asked to elect InteliData’s directors and ratify InteliData’s independent registered public accounting firm?

A12:

Because this stockholder meeting is also InteliData’s regularly scheduled annual meeting of stockholders, the stockholders are being asked to consider proposals for the election of directors and ratification of InteliData’s independent registered public accounting firm. If the merger is approved by the stockholders and consummated as contemplated by the merger agreement, passage of these proposals will not have any effect following the closing of the merger because the directors of Merger Sub will be the directors of the surviving entity following the merger with InteliData, and the surviving entity’s accounting will be consolidated with Corillian’s. Corillian has engaged KPMG LLP to act as its independent registered public accounting firm. If, however, the InteliData stockholders do not approve the merger proposal, their approval of the other proposals will allow InteliData to continue its normal operations without the added expense of an additional stockholder meeting.

Q13:	If my shares are held in “street name” by my broker, will my broker vote my shares for me?

A13:

You should instruct your broker to vote your shares, following the directions your broker provides. Your broker will generally not have the discretion to vote your shares without your instructions. Because the proposals in this proxy statement/ prospectus require an affirmative vote of a majority of the outstanding shares of InteliData common stock for approval, any so-called “broker non-votes” have the same effect as votes cast against the merger agreement.

Q14:	What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A14:	Many InteliData stockholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and shares beneficially owned.

	Stockholder of Record. If your shares are registered directly in your name with InteliData’s transfer agent, you are considered the stockholder of record with respect to those shares and this proxy statement/ prospectus is being sent directly to you by InteliData. If you are an InteliData stockholder, as stockholder of record, you have the right to grant your proxy directly to InteliData or to vote in person at the InteliData annual meeting of stockholders. InteliData has enclosed a proxy card for your use.
	Beneficial Owner. If your shares are held in a brokerage account, bank account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and this proxy statement/ prospectus is being forwarded to you by your broker, bank or nominee together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote and are also invited to attend the annual meeting.
	However, since you are not the stockholder of record, you may not vote your shares in person at the annual meeting unless you obtain a legal proxy from the broker, bank or nominee that holds your shares, giving you the right to vote the shares instead of the broker, bank or nominee holding your

viii

---

Table of Contents

	shares. Your broker, bank or nominee has enclosed or provided voting instructions for your use in directing your broker, bank or nominee how to vote your shares.

Q15:	What do I need to do now?

A15:

After carefully reading and considering the information contained in this proxy statement/ prospectus, please fill out and sign the proxy card, and follow the instructions on the proxy card to return your signed proxy card as soon as possible so that your shares may be voted at the annual meeting. Your proxy card will instruct the persons named on the card to vote your shares at the stockholders meeting as you direct on the card. If you sign and send in your proxy card and do not indicate how you want to vote, your proxy will be voted “FOR” the adoption and approval of the merger, “FOR” the election of directors and “FOR” the ratification of the independent registered public accounting firm. If you do not vote or if you abstain, the effect will be a vote against the merger agreement and the ratification of the independent registered public accounting firm, but no effect on the election of directors. Your vote is very important.

Q16:	May I change my vote after I have mailed my signed proxy card?

A16:	You may change your vote at any time before your proxy is voted at the annual meeting. You can do this in one of three ways. First, you can send a written notice stating that you want to revoke your proxy. Second, you can complete and submit a new proxy card. If you choose either of these two methods, you must submit your notice of revocation or your new proxy card to:

	Secretary
	InteliData Technologies Corporation
	11600 Sunrise Valley Drive
	Reston, Virginia 20191

	Third, you can attend the InteliData annual meeting and vote in person. Simply attending the meeting, however, will not revoke your proxy; you must vote at the meeting.
	If you have instructed a broker to vote your shares, you must follow directions received from your broker to change your vote.

Q17:	Should I send in my stock certificates now?

A17:	No. After the merger is completed, you will receive written instructions for exchanging your stock certificates.

Q18:	Where can I find more information about the companies?

A18:	You can find more information about Corillian and InteliData from the various sources described under “Where You Can Find More Information” beginning on page 99.

Q19:	Who can help answer my questions?

A19:	If you have questions about the merger, including procedures for voting your shares, or if you need additional copies of this proxy statement/ prospectus or the enclosed proxy, you should contact [Name of Proxy Solicitor], which is assisting InteliData in the solicitation of proxies, as follows:

	[Name of Proxy Solicitor]
	[Address]
	[Phone Number]

ix

---

Table of Contents

1

---

Table of Contents

2

---

Table of Contents

3

---

Table of Contents

4

---

Table of Contents

5

---

Table of Contents

6

---

Table of Contents

7

---

Table of Contents

8

---

Table of Contents

9

---

Table of Contents

10

---

Table of Contents

11

---

Table of Contents

12

---

Table of Contents

13

---

Table of Contents

14

---

Table of Contents

15

---

Table of Contents

16

---

Table of Contents

17

---

Table of Contents

18

---

Table of Contents

19

---

Table of Contents

	While Corillian’s share price varies according to market factors, the stock exchange ratio is fixed and no adjustment to the stock exchange ratio will be made as a result of fluctuations in the market price of Corillian’s common stock.

	Corillian may be unable to successfully integrate InteliData’s operations and fail to realize the anticipated benefits of the merger, which could have a material adverse effect on Corillian’s business, financial condition and operating results.

	•	the necessity of coordinating geographically separated organizations;
	•	integrating personnel with diverse business backgrounds;
	•	integrating InteliData’s technology and products;
	•	combining different corporate cultures;
	•	retaining key employees;
	•	retaining existing customers of each company;

20

---

Table of Contents

	•	maintaining product development schedules;
	•	creating uniform standards, controls, procedures, policies and information systems;
	•	integrating sales and business development operations; and
	•	preserving important distribution relationships.

	Corillian may be unable to realize the expected cost savings and other synergies from the merger.

	The market price of the shares of Corillian common stock may be affected by factors different from those affecting the shares of InteliData common stock.

	The parties intend that the merger will constitute a tax-free reorganization, but a successful assertion by the Internal Revenue Service that the merger does not qualify as a tax-free reorganization would result in the merger being fully taxable to InteliData stockholders.

	The market price of Corillian’s common stock may decline as a result of the merger.

	•	The integration of InteliData by Corillian may be unsuccessful;
	•	Corillian may not achieve the perceived benefits of the merger as rapidly as, or to the extent, anticipated by financial or industry analysts;

21

---

Table of Contents

	•	The effect of the merger on Corillian’s financial results may not be consistent with the expectations of financial or industry analysts; or
	•	InteliData could continue to suffer financial losses, which could negatively impact the combined results of operations following the merger.

	InteliData’s officers and directors have conflicts of interest that may influence them to support or approve the merger.

	Uncertainty regarding the merger may cause customers and suppliers to delay or defer decisions concerning Corillian and InteliData and adversely affect each company’s ability to attract and retain key employees.

	Failure to retain key employees could diminish the anticipated benefits of the merger.

22

---

Table of Contents

	The merger may go forward in certain circumstances even if Corillian or InteliData suffers a material adverse change.

	•	Any decrease in the stock price of Corillian common stock in the case of InteliData or InteliData common stock in the case of Corillian; or the delisting of InteliData common stock from the Nasdaq SmallCap Market; or
	•	Any change, event, violation or inaccuracy resulting from compliance with the terms and conditions of the merger agreement, actions taken by InteliData at the request of Corillian or a general decline in the financial markets in the United States.

	The termination fee and restrictions on solicitation contained in the merger agreement may discourage other companies from trying to acquire InteliData.

	The rights of holders of InteliData common stock will change as a result of the merger.

	Former InteliData stockholders will have limited ability to influence Corillian’s actions and decisions following the merger.

23

---

Table of Contents

	The pro forma financial data included in this proxy statement/ prospectus is preliminary and the combined company’s actual financial position and results of operations may differ significantly and adversely from the pro forma amounts included in this proxy statement/ prospectus.

	Although Corillian recently has generated net income, Corillian has a history of losses and may incur losses in future periods if it is not able to, among other things, increase its sales to new and existing customers.

	Corillian’s quarterly results fluctuate significantly and may fall short of anticipated levels, which may cause the price of its common stock to decline.

	If Corillian, or its implementation partners, do not effectively implement Corillian’s solutions, Corillian may not achieve anticipated revenues or gross margins.

24

---

Table of Contents

	The lengthy sales cycles of Corillian’s products may cause revenues and operating results to be unpredictable and to vary significantly from period to period.

	Corillian may not achieve anticipated revenues if Corillian does not successfully introduce new products or develop upgrades or enhancements to its existing products.

	A small number of customers account for a substantial portion of Corillian’s revenues in each period; Corillian’s results of operations and financial condition could suffer if it loses customers or fails to add additional customers to its customer base.

25

---

Table of Contents

	Corillian’s partners may be unable to fulfill their service obligations and cause Corillian to incur penalties or other expenses with its customers.

	Corillian may need to raise additional financing to fund its operations and may not be able to raise funds on beneficial terms or at all.

	Corillian’s facility and operations may be disabled by a disaster or similar event, which could damage its reputation and require Corillian to incur financial loss.

	Competition in the market for Internet-based financial services is intense and could reduce Corillian’s sales and prevent Corillian from achieving profitability.

26

---

Table of Contents

	•	a longer operating history;
	•	more extensive name recognition and marketing power;
	•	preferred vendor status with Corillian’s existing and potential customers; and
	•	significantly greater financial, technical, marketing and other resources, giving them the ability to respond more quickly to new or changing opportunities, technologies and customer requirements.

	Consolidation in the financial services industry could reduce the number of Corillian’s customers and potential customers.

	If Corillian loses key personnel, Corillian could experience reduced sales, delayed product development and diversion of management resources.

	If Corillian does not develop international operations as expected or fails to address international market risks, Corillian may not achieve anticipated sales growth.

27

---

Table of Contents

	•	longer accounts receivable collection cycles;
	•	expenses associated with localizing products for foreign markets;
	•	difficulties in managing operations and partners across disparate geographic areas;
	•	difficulties in hiring qualified local personnel, finding qualified partners and complying with disparate labor laws;
	•	foreign currency exchange rate fluctuations;
	•	difficulties associated with enforcing agreements and collecting receivables through foreign legal systems; and
	•	unexpected changes in regulatory requirements that impose multiple conflicting tax laws and regulations.

	Acquisitions may be costly and difficult to integrate, divert management resources or dilute shareholder value.

	•	issue stock that would dilute its current shareholders’ percentage ownership;
	•	incur debt and assume liabilities; and
	•	incur amortization expenses related to intangible assets or incur large impairment charges.

	•	problems combining the purchased operations, technologies or products;
	•	problems integrating the business models of acquisition targets with Corillian’s;
	•	unanticipated costs;
	•	diversion of management’s attention from Corillian’s core business;
	•	adverse effects on existing business relationships with suppliers and customers;
	•	entering markets in which Corillian has no or limited prior experience; and
	•	potential loss of key employees, particularly those of the purchased organization.

	If Corillian becomes subject to intellectual property infringement claims, these claims could be costly and time-consuming to defend, divert management attention or cause product delays.

28

---

Table of Contents

	Network or Internet security problems could damage Corillian’s reputation and business.

	New technologies could render Corillian’s products obsolete.

	Defects in Corillian’s solutions and system errors in its customers’ data processing systems after installing Corillian’s solutions could result in loss of revenues, delay in market acceptance and injury to Corillian’s reputation.

29

---

Table of Contents

	Corillian’s products and services must interact with other vendors’ products, which may not function properly.

	If Corillian becomes subject to product liability litigation, it could be costly and time consuming to defend.

	If Corillian is unable to protect its intellectual property, Corillian may lose a valuable competitive advantage or be forced to incur costly litigation to protect its rights.

	Increasing government regulation of the Internet and the financial services industry could limit the market for Corillian’s products and services, impose on Corillian liability for transmission of protected data and increase its expenses.

30

---

Table of Contents

	•	To adopt the merger agreement, dated as of March 31, 2005, among InteliData Technologies Corporation, Corillian Corporation and Wizard Acquisition Corporation, a wholly owned subsidiary of Corillian (“Merger Sub”), and to approve the transactions contemplated thereby;
	•	To elect two Class III members and one Class II member to InteliData’s board of directors; and
	•	To ratify the selection of Deloitte & Touche LLP as InteliData’s independent registered public accounting firm for the year ending December 31, 2005.

	•	submitting a written notice of revocation;

31

---

Table of Contents

	•	submitting a properly executed proxy on a later date; or
	•	voting in person at the annual meeting, but simply attending the annual meeting without voting will not revoke an earlier proxy.

32

---

Table of Contents

33

---

Table of Contents

34

---

Table of Contents

35

---

Table of Contents

	•	determined that the merger is advisable, fair to and in the best interests of InteliData and its stockholders;
	•	approved the merger agreement;
	•	directed that the merger agreement and the transactions contemplated thereby be submitted for consideration by InteliData stockholders at an InteliData annual meeting; and
	•	resolved to recommend that the InteliData stockholders adopt the merger agreement and the transactions contemplated thereby.

	•	InteliData has experienced flat or declining revenues since 2002, has had an operating loss every year for the last five years, has experienced substantial declines in customer orders over the past year and is uncertain about its ability to continue as an independent company;
	•	InteliData’s customers have expressed concerns regarding InteliData’s viability as a sustainable business, and the combination with Corillian could mitigate these concerns;
	•	The performance of InteliData common stock has consistently declined over the past years and InteliData is having difficulty maintaining quotation of its common stock on Nasdaq;
	•	Corillian’s proposal has presented InteliData with a viable strategic alternative while affording its stockholders the opportunity to sell their common stock for Corillian stock and cash at a price (based on the March 30, 2005 closing per share price of Corillian stock) that represents a premium of approximately 32.3% over the closing price immediately prior to the public announcement of the proposed merger;
	•	InteliData’s board concluded that the proposed merger better accomplished its goals as more fully described under “Background of the Merger” on page 34.
	•	The combined experience, financial resources, number of employees, and breadth of product offering may allow the combined company to respond more quickly and effectively to technological change, competition and market demands; and
	•	The combined company may benefit from cost savings synergies that may be achieved from savings of costs associated with being a separate public company and other operating efficiencies.

36

---

Table of Contents

	•	the reasons for the merger described above;
	•	the fairness opinion of Wachovia regarding the merger consideration to be received in the transaction and the financial analysis presented to the InteliData board of directors in connection with rendering such fairness opinion;
	•	reports from InteliData’s management and legal counsel as to the results of their respective due diligence investigations of Corillian;
	•	historical information concerning InteliData’s and Corillian’s respective businesses, prospects, financial performance and condition, operations, management and competitive position, including the results of operations for each company;
	•	the terms of the merger agreement, including the structure and overall valuation of the transaction and the belief that the terms of the merger agreement, including the parties’ representations, warranties and covenants, and the conditions to their respective obligations, are reasonable;
	•	the liquidity that the cash component of the transaction consideration would provide to InteliData’s stockholders;
	•	InteliData’s management’s view of the prospects for InteliData as an independent company;
	•	the structuring of the proposed combination such that InteliData stockholders would not be immediately taxed on the stock portion of the merger consideration;
	•	the provisions of the merger agreement that permit InteliData, prior to stockholder approval of the merger agreement, to negotiate with third parties under certain circumstances and terminate the merger agreement in the event of a superior competing transaction;
	•	InteliData’s deteriorating cash position and continued operating losses;
	•	the steady decline of InteliData’s stock price since the third quarter of 2003, when it closed at a high of $3.60 per share, including the significant decline in InteliData’s stock price since the second quarter of 2004, falling from a high of $1.46 to a low in the first quarter of 2005 of $0.27;
	•	the time and expense required in order to meet the various public company reporting obligations, which have increased significantly as a result of the internal control reporting requirements of Section 404 of the Sarbanes-Oxley Act of 2002;
	•	the proposed merger consideration of an estimated $0.41 per share (based on the March 30, 2005 closing price of Corillian stock), which constitutes a premium of approximately 32.3%, 35.2% and 21.6% over the average one-day, five-trading-day and 20-trading-day closing prices of InteliData stock immediately prior to the public announcement of the proposed merger;
	•	that, after engaging in a competitive auction process to solicit proposals from the most likely acquirers of InteliData (pursuant to the publicly announced engagement by InteliData of Wachovia), which were familiar with InteliData and its business and which InteliData’s board of directors determined were in the best position to offer competitively attractive acquisition proposals, the merger with Corillian was the most attractive transaction for InteliData stockholders and the only final offer for the acquisition of more than a portion of InteliData’s business;
	•	the portion of stock consideration in the proposed merger, which will provide InteliData’s stockholders with ownership of approximately 10.9% of Corillian stock post-merger;
	•	impact of the merger on InteliData’s customers, strategic partners and employees; and
	•	the compatibility of the businesses of InteliData and Corillian.

37

---

Table of Contents

	•	the ongoing risks the combined company would face in the industry, taking into account the challenging financial services environment and its effect on InteliData’s business on a stand-alone basis;
	•	the risk that the potential benefits anticipated as a result of the merger do not materialize or are substantially delayed;
	•	the fact that to the extent that the stockholders of InteliData receive cash consideration in accordance with the merger agreement, they will not participate in any future growth potential of the combined company;
	•	the risk that, despite the efforts of the combined company, key management, marketing, technical, administrative and other personnel might not remain employed by the combined company;
	•	the possible effects of the provisions in the merger agreement regarding termination fees;
	•	the fact that the stock portion of the merger consideration is fixed, subject only to limited adjustments, and may decline in value prior to the consummation of the merger;
	•	the restrictions that the merger agreement imposes on InteliData’s ability to operate its business until the transaction closes or the merger agreement is terminated;
	•	the interests that certain of InteliData’s directors and officers may have with respect to the merger in addition to their interests as stockholders generally, as described in “Interests of Certain Persons in the Merger” beginning on page 51;
	•	the risk that the merger might not be consummated and the effect of the public announcement of the merger on InteliData’s sales, operating results and stock price and ability to attract and retain key management, sales and marketing and technical personnel; and
	•	the other applicable risks described in this proxy statement/prospectus under “Risk Factors” beginning on page 20.

38

---

Table of Contents

	•	reviewed the merger agreement;
	•	reviewed certain business, financial and other information regarding each of Corillian and InteliData that was publicly available;
	•	reviewed certain current business, financial and other information about Corillian that was furnished to Wachovia by Corillian’s management, and which Wachovia discussed with Corillian’s management;
	•	reviewed certain current business, financial and other information regarding InteliData that was furnished to Wachovia by InteliData’s management, and which Wachovia discussed with InteliData’s management;
	•	participated in the discussions and negotiations among representatives of Corillian and InteliData;
	•	reviewed the current and historical market prices of Corillian’s common stock and InteliData’s common stock;
	•	compared the publicly available business, financial and other information regarding each of Corillian and InteliData with similar information regarding certain publicly traded companies that Wachovia deemed relevant;
	•	compared the proposed financial terms of the merger with the financial terms of certain other business combinations and transactions that Wachovia deemed relevant;
	•	developed discounted cash flow models for Corillian based on Corillian’s management’s estimates;
	•	reviewed the potential pro forma impact of the merger on Corillian’s financial statements;
	•	analyzed the premiums paid in certain other business combinations and transactions that Wachovia deemed relevant;
	•	considered such other information as well as financial, economic and market criteria that Wachovia deemed to be relevant; and
	•	performed such other analyses and performed such other services as Wachovia deemed appropriate.

39

---

Table of Contents

	InteliData

40

---

Table of Contents

	•	CheckFree Corporation
	•	Digital Insight Corporation
	•	S1 Corporation
	•	Open Solutions Inc.
	•	Bottomline Technologies, Inc.
	•	Online Resources Corporation
	•	Fundtech Ltd.
	•	Corillian Corporation

	•	enterprise value, which is the market value of common equity (or, in the case of InteliData, the aggregate value of the merger consideration as of March 30, 2005) plus the book value of debt minus cash, as a multiple of estimated revenues for calendar years 2005 and 2006; and
	•	enterprise value as a multiple of estimated earnings before interest, taxes and depreciation and amortization (“EBITDA”) for calendar years 2005 and 2006.

Selected Publicly

Implied InteliData

Traded Companies

Per Share Value

Enterprise Value

as a Multiple of:

Range

Median

Management Case

Downside Case

2005E Revenues

1.4x - 4.5x

2.2

x

1.9

x

2.6

x

2006E Revenues

1.3x - 4.0x

1.8

x

1.8

x

2.5

x

2005E EBITDA

8.7x - 22.2x

10.9

x

13.1

x

NM

2006P EBITDA

7.4x - 14.9x

8.0

x

12.5

x

NM

Selected Publicly

Implied InteliData

Traded Companies

Per Share Value

Enterprise Value

as a Multiple of:

Range

Median

Management Case

Downside Case

2005E Revenues

1.4x - 4.5x

2.2

x

$

0.49

$

0.33

2006E Revenues

1.3x - 4.0x

1.8

x

0.41

0.28

2005E EBITDA

8.7x - 22.2x

10.9

x

0.33

NM

2006P EBITDA

7.4x - 14.9x

8.0

x

0.24

NM

41

---

Table of Contents

Acquiror		Target
Total System Services, Inc. Siebel Systems, Inc. Online Resources Corp. Fidelity National Financial, Inc. GTCR Golder Rauner, LLC Metavante Corporation Metavante Corporation Metavante Corporation Siebel Systems, Inc. Lightbridge, Inc. Certegy Inc. Fidelity National Financial, Inc. Fidelity National Financial, Inc. CheckFree Corporation CheckFree Corporation Digital Insight Corporation eFunds Corporation Fiserv, Inc. National Processing, Inc. John H. Harland Company First Data Corporation GTECH Holdings Corporation		Vital Processing Services LLC eDocs, Inc. Incurrent Solutions, Inc. Kordoba GmbH & Co. KG Retriever Payment Systems, Inc. NYCE Corporation Advanced Financial Solutions Kirchman Corporation Eontec Ltd. Authorize.net Corp. Game Financial Corporation Aurum Technology Inc. Sanchez Computer Associates, Inc. American Payment Systems, Inc. HelioGraph, Inc. Magnet Communications, Inc. Oasis Technology, Inc. EDS Credit Union business Bridgeview Payment Solutions Inc. Premier Systems Inc. Concord EFS, Inc. PolCard S.A.

42

---

Table of Contents

Median Implied

Mean

InteliData

Implied InteliData

Per Share Value

Per Share Value

Range for

Median for

Mean for

Selected

Selected

Selected

Management

Downside

Management

Downside

Multiple of:

Transactions

Transactions

Transactions

Case

Case

Case

Case

Transaction value to LTM Revenues

0.9x - 4.3x

1.9

x

2.2

x

$

0.43

$

0.43

$

0.53

$

0.53

Transaction value to LTM EBITDA*

3.5x - 16.9x

9.8

x

9.2

x

0.29

NM

0.27

NM

*	Because InteliData had negative EBITDA for 2004, Wachovia used InteliData’s estimated 2005 EBITDA for purposes of determining this multiple for InteliData.

		Selected 41
		U.S. Transactions
Premiums Represented by Announced Purchase Price
Over Target Share Price		Median				InteliData
One day prior to announcement			26.6%				32.3%

43

---

Table of Contents

											Estimated				Estimated
											InteliData %				InteliData %
											Pro Forma				Pro Forma
							InteliData				Ownership				Ownership
			Corillian %				Management Case				Based on				Based on
			Pro Forma				% Pro Forma				Stock				Total
Operating Statistic			Contribution				Contribution				Consideration				Consideration
Revenue
	2004A			78.7	%			21.3	%			10.9	%			13.6	%
	2005E			79.4	%			20.6	%			10.9	%			13.6	%
	2006P			80.3	%			19.7	%			10.9	%			13.6	%
EBIT
	2004A			297.4	%			(197.4	)%			10.9	%			13.6	%
	2005E			88.7	%			11.3	%			10.9	%			13.6	%
	2006P			90.7	%			9.3	%			10.9	%			13.6	%
EBITDA
	2004A			173.4	%			(73.4	)%			10.9	%			13.6	%
	2005E			84.4	%			15.6	%			10.9	%			13.6	%
	2006P			86.5	%			13.5	%			10.9	%			13.6	%

											Estimated				Estimated
											InteliData %				InteliData %
											Pro Forma				Pro Forma
							InteliData				Ownership				Ownership
			Corillian %				Downside Case				Based on				Based on
			Pro Forma				% Pro Forma				Stock				Total
Operating Statistic			Contribution				Contribution				Consideration				Consideration
Revenue
	2004A			78.7%				21.3	%			10.9%				13.6%
	2005E			84.3%				15.7	%			10.9%				13.6%
	2006P			85.0%				15.0	%			10.9%				13.6%
EBIT
	2004A			297.4%				(197.4	)%			10.9%				13.6%
	2005E			132.2%				(32.2	)%			10.9%				13.6%
	2006P			124.3%				(24.3	)%			10.9%				13.6%
EBITDA
	2004A			173.4%				(73.4	)%			10.9%				13.6%
	2005E			113.0%				(13.0	)%			10.9%				13.6%
	2006P			110.7%				(10.7	)%			10.9%				13.6%

	Corillian

	•	CheckFree Corporation
	•	Digital Insight Corporation

44

---

Table of Contents

	•	S1 Corporation
	•	Open Solutions Inc.
	•	Bottomline Technologies, Inc.
	•	Online Resources Corporation
	•	Fundtech Ltd.

	•	enterprise value, which is the market value of common equity plus the book value of debt minus cash, as a multiple of estimated revenues for calendar years 2005 and 2006; and
	•	enterprise value as a multiple of EBITDA for calendar years 2005 and 2006.

						Corillian 20-Day Trailing
Enterprise Value		Implied Corillian				Average Stock Price as
as a Multiple of:		Per Share Value				of March 18, 2005
2005E Revenues		$	3.78			$	3.05
2006E Revenues			3.66				3.05
2005E EBITDA			4.05				3.05
2006P EBITDA			3.57				3.05

Acquiror		Target
Total System Services, Inc. Siebel Systems, Inc. Online Resources Corp. Fidelity National Financial, Inc. GTCR Golder Rauner, LLC Metavante Corporation Metavante Corporation Metavante Corporation		Vital Processing Services LLC eDocs, Inc. Incurrent Solutions, Inc. Kordoba GmbH & Co. KG Retriever Payment Systems, Inc. NYCE Corporation Advanced Financial Solutions Kirchman Corporation

45

---

Table of Contents

Acquiror		Target
Siebel Systems, Inc. Lightbridge, Inc. Certegy Inc. Fidelity National Financial, Inc. Fidelity National Financial, Inc. CheckFree Corporation CheckFree Corporation Digital Insight Corporation eFunds Corporation Fiserv, Inc. National Processing, Inc. John H. Harland Company First Data Corporation GTECH Holdings Corporation		Eontec Ltd. Authorize.net Corp. Game Financial Corporation Aurum Technology Inc. Sanchez Computer Associates, Inc. American Payment Systems, Inc. HelioGraph, Inc. Magnet Communications, Inc. Oasis Technology, Inc. EDS Credit Union business Bridgeview Payment Solutions Inc. Premier Systems Inc. Concord EFS, Inc. PolCard S.A.

Corillian 20-Day

Range for

Median for

Mean for

Median Implied

Mean Implied

Trailing Average

Selected

Selected

Selected

Corillian Per

Corillian Per

Stock Price as of

Multiple of:

Transactions

Transactions

Transactions

Share Value

Share Value

March 18, 2005

Transaction value to LTM Revenues

0.9x - 4.3x

1.9

x

2.2

x

$

3.35

$

3.77

$

3.05

Transaction value to LTM EBITDA

3.5x - 16.9x

9.8

x

9.2

x

4.08

3.91

3.05

46

---

Table of Contents

	Miscellaneous

47

---

Table of Contents

	•	Given the complementary nature of InteliData’s and Corillian’s products, the merger enhances the opportunity to realize Corillian’s strategic objective of achieving greater scale and presence in the online financial services market;
	•	The merger provides Corillian with significant new customer relationships with large U.S. financial institutions and creates an opportunity for both companies to sell additional products and services to each other’s customers;
	•	The merger provides Corillian with greater capabilities to market and sell online bill payment solutions to financial institutions and to differentiate itself more significantly in the online financial services market;
	•	Because InteliData relies more heavily on subscription-based contracts, the merger provides Corillian with more recurring revenue;
	•	The merger supplements Corillian’s online credit card management capabilities with a hosted solution that can serve smaller credit card issuers;
	•	The combination creates opportunities for cost reduction through the integration of Corillian’s and InteliData’s businesses and the elimination of redundant overhead expenses and public company costs; and
	•	The merger is expected to be accretive to earnings.

48

---

Table of Contents

	•	dealers in securities or foreign currencies, financial institutions, insurance companies, mutual funds, tax-exempt organizations and stockholders subject to the alternative minimum tax;
	•	stockholders who hold shares of InteliData common stock as part of a hedge, straddle, constructive sale or conversion transaction, or other risk reduction arrangement;
	•	stockholders who have a “functional currency” other than the U.S. dollar;
	•	foreign persons;
	•	stockholders who own their shares indirectly through partnerships, trusts or other entities that may be subject to special treatment; and
	•	stockholders who acquired their shares of InteliData common stock through stock option or stock purchase programs or otherwise as compensation.

49

---

Table of Contents

	•	an InteliData stockholder generally will recognize gain in an amount equal to the lesser of (a) the amount of cash received in the exchange, excluding cash received in lieu of a fractional share, or (b) the amount, if any, by which the sum of the fair market value, as of the effective date of the merger, of the Corillian common stock (including any fractional share interest) and the amount of cash, excluding cash received in lieu of a fractional share, received if the exchange exceeds the tax basis of the shares of InteliData common stock surrendered in the exchange;
	•	except with respect to fractional shares, as discussed below, no loss may be recognized;
	•	for purposes of calculating the amount of gain to be recognized on the exchange, an InteliData stockholder must calculate gain separately for each identifiable block of shares of InteliData common stock that the stockholder surrenders in the merger, and because losses are not permitted to be recognized, an InteliData stockholder cannot offset a loss realized on one block of shares against a gain realized on another block of shares;
	•	an InteliData stockholder who receives cash in lieu of a fractional share of Corillian common stock in the merger will be treated as having received the fractional share interest in the merger and then as having such fractional share interest redeemed for cash, and the InteliData stockholder will recognize gain or loss equal to the difference between the cash received for the fractional share interest and that portion of the stockholder’s tax basis in its InteliData common stock that is allocated to the fractional share interest;
	•	any gain or loss recognized generally will be capital gain or loss and will be long-term if the shares of InteliData common stock exchanged have been held for more than one year as of the date of the merger;
	•	the tax basis of Corillian common stock received by an InteliData stockholder in the merger, including any fractional share interest for which cash is received, will generally be equal to the tax basis of the InteliData common stock exchanged therefor decreased by the amount of cash, excluding cash received in lieu of a fractional share, received by the stockholder and increased by the amount of gain recognized, excluding gain recognized with respect to any fractional share interest, to the stockholder on the exchange;
	•	the holding period of the Corillian common stock received by an InteliData stockholder in the merger, including any fractional share deemed received, will include the holding period of the InteliData common stock surrendered therefor; and
	•	Corillian, Wizard Acquisition Corporation and InteliData will not recognize any gain or loss upon consummation of the merger. However, the utilization of any tax losses or credits of InteliData existing at the time of the merger will be limited after the merger.

50

---

Table of Contents

	Employment and Severance Awards

	Alfred S. Dominick, Jr., Chairman and Chief Executive Officer

	•	payment of two times Mr. Dominick’s base salary, or $750,000;
	•	payment of a bonus, equal to the highest bonus paid to Mr. Dominick in the last three years, or $50,000, prorated from the beginning of the year through his month of termination;
	•	payment or reimbursement for 18 months after termination of COBRA or other premiums to continue the health and medical insurance benefits that Mr. Dominick and his dependents received prior to his termination; and
	•	acceleration of vesting of options, which Mr. Dominick may exercise or receive consideration for canceling, prior to closing, as described below under “Stock and Options of Directors and Executive Officers.”

51

---

Table of Contents

	Karen Kracher, President

	•	payment equal to her base salary, or $200,000;
	•	continued coverage by InteliData or its successor under its health, medical, life insurance and disability plans for 6 months after termination; and
	•	acceleration of vesting of options, which Ms. Kracher may exercise or receive consideration for canceling, prior to closing, as described below under “Stock and Options of Directors and Executive Officers.”

	Monique L. Marcus, Vice President of Finance and Treasurer

	Michael E. Jennings, Director

	Key Employees

52

---

Table of Contents

	D & O Insurance

	Stock and Options of Directors and Executive Officers

53

---

Table of Contents

	•	The stockholder must not vote in favor of the proposal to adopt the merger agreement and to approve the transactions contemplated thereby. Because a proxy that does not contain voting instructions will, unless revoked, be voted in favor of the proposal, a stockholder who votes by proxy and who wishes to exercise appraisal rights must vote against the proposal or abstain.

54

---

Table of Contents

	•	The stockholder must deliver to InteliData a written demand for appraisal before the vote on the merger agreement at the annual meeting.
	•	The stockholder must not submit a letter of transmittal. The stockholder must continuously hold the shares from the date of making the demand through the effective time of the merger. A stockholder will lose appraisal rights if the stockholder transfers the shares before the effective time of the merger.
	•	The stockholder must file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares within 120 days after the effective time of the merger. The surviving company is under no obligation, and has no intention, to file any petition.

55

---

Table of Contents

56

---

Table of Contents

	•	a number of shares of Corillian common stock equal to the quotient of 4,918,032.78689, divided by the total number of shares of InteliData common stock outstanding immediately prior to the closing of the merger, plus
	•	an amount of cash equal to the quotient of $4,500,000, divided by the total number of shares of InteliData common stock outstanding immediately prior to the closing of the Merger.

57

---

Table of Contents

58

---

Table of Contents

	•	its corporate organization and similar corporate matters;
	•	its subsidiaries;
	•	its organizational documents and the organizational documents of its subsidiaries;
	•	its capitalization;
	•	its filings and reports with the SEC;
	•	its compliance with the Sarbanes-Oxley Act of 2002;
	•	the absence of undisclosed liabilities required to be disclosed on a balance sheet prepared in accordance with U.S. generally accepted accounting principles that would have a material adverse effect on InteliData;
	•	the absence of notification by either InteliData’s independent registered public accounting firm or by the staff of the SEC that such accounting firm or staff is of the view that any financial statement of InteliData should be restated, other than as disclosed in InteliData’s SEC filings;
	•	disclosure controls and procedures maintained by InteliData;
	•	the accuracy of information supplied by InteliData in connection with this proxy statement/ prospectus and the registration statement of which it is a part;
	•	authorization, execution, delivery and performance by and enforceability of the merger agreement against InteliData;
	•	the absence of certain changes or events in its business since January 1, 2005;
	•	the absence of conflicts with or violations of its amended and restated certificate of incorporation and bylaws, applicable laws or material agreements by InteliData as a result of the merger;
	•	governmental consents, approvals, orders and authorizations required in connection with the merger;
	•	InteliData’s possession of permits and regulatory approvals necessary to conducts its business;
	•	compliance with applicable laws and orders;

59

---

Table of Contents

	•	the absence of undisclosed litigation involving InteliData;
	•	its employee benefit plans and other labor matters;
	•	the absence of payments to InteliData’s officers, directors or employees reasonably expected to be characterized as “excess parachute payments”;
	•	labor and employment matters of InteliData;
	•	its title to real and personal properties;
	•	intellectual property matters of InteliData;
	•	the filing of tax returns and payment of taxes by InteliData;
	•	material contracts of InteliData;
	•	agreements that restrict or impair its business activities;
	•	the customers of InteliData;
	•	environmental matters of InteliData;
	•	the absence of transactions between InteliData and related parties since January 1, 2002;
	•	change of control payments to InteliData’s directors, employees and independent contractors triggered by the merger, either alone or in combination with another event, such as a termination of employment;
	•	the receipt of a fairness opinion by InteliData;
	•	the payment of fees to finders and financial advisors in connection with the merger agreement and other expenses incurred in connection with the merger;
	•	the accuracy and completeness of InteliData’s representations and warranties;
	•	actions that would prevent the merger from qualifying as a reorganization under Section 368(a) of the Code; and
	•	the applicability of the Stockholder Rights Plan, dated January 21, 1998, between InteliData and American Stock Transfer & Trust Company.

	•	their corporate organization and similar corporate matters;
	•	their capitalization;
	•	Corillian’s filings and reports with the SEC;
	•	Corillian’s compliance with the Sarbanes-Oxley Act of 2002;
	•	the absence of undisclosed liabilities required to be disclosed on a balance sheet prepared in accordance with generally accepted accounting principles that would have a material adverse effect on Corillian;
	•	the absence of notification by either Corillian’s independent registered public accounting firm or by the staff of the SEC that such accounting firm or staff is of the view that any financial statement of Corillian should be restated;
	•	compliance with applicable laws and orders;
	•	the accuracy of information supplied by Corillian in connection with this proxy statement/ prospectus and the registration statement of which it is a part;

60

---

Table of Contents

	•	authorization, execution, delivery and performance by and enforceability of the merger agreement against Corillian and the Merger Sub;
	•	the absence of certain changes or events in Corillian’s business since January 1, 2005;
	•	the absence of conflicts with or violations of Corillian’s amended and restated articles of incorporation and bylaws, Merger Sub’s certificate of incorporation and bylaws, or applicable laws or material agreements by Corillian or Merger Sub as a result of the merger;
	•	governmental consents, approvals, orders and authorizations required in connection with the merger;
	•	ownership and interim operations of Merger Sub;
	•	the absence of undisclosed litigation involving Corillian;
	•	the absence of brokers’ or finders’ fees in connection with the merger;
	•	actions that would prevent the merger from qualifying as a reorganization under Section 368(a) of the Code; and
	•	Corillian’s financial resources to pay all required cash amounts to InteliData stockholders pursuant to the merger agreement.

	•	amend its certificate of incorporation and bylaws;
	•	sell any shares of capital stock or issue securities convertible into capital stock;
	•	sell or dispose of any of InteliData’s assets, other than sales of inventory in the ordinary course of business;
	•	declare or pay any dividends;
	•	split, recombine or reclassify its capital stock;
	•	acquire (by merger or the acquisition of securities or assets) another business entity or material part of another business entity;
	•	incur, assume or guarantee any indebtedness other than trade payables in the ordinary course of business;
	•	make capital expenditures above specified levels;
	•	increase compensation payable to directors, officers, employees or consultants;
	•	change its method of accounting, except as required by U.S. generally accepted accounting principles as concurred with by its independent registered public accounting firm;
	•	discharge any indebtedness above specified levels other than the discharge of existing indebtedness in the ordinary course of business consistent with past practices;
	•	materially transfer or license any rights to InteliData’s intellectual property;
	•	modify, amend or terminate any material contract;
	•	enter into any licensing or distribution agreement other than in the ordinary course of business;
	•	permit the removal of material equipment or personal property from any InteliData facility;

61

---

Table of Contents

	•	institute or settle any litigation or other proceedings;
	•	file any amended tax return, settle any tax claims, or make any material tax election;
	•	take any action, or fail to take any action, with respect to InteliData’s representations, warranties and covenants that would prevent satisfaction of the closing conditions to the merger; or
	•	authorize or enter into any agreement to do any of the actions referred to above.

	•	solicit, initiate, encourage or facilitate an “acquisition proposal”;
	•	enter into any agreement or letter of intent regarding an acquisition proposal; or
	•	negotiate or otherwise engage in discussions with any person (other than Corillian or its directors, officers, employees, agents and representatives) with respect to any acquisition proposal.

	•	any inquiry, offer or proposal from any person relating to any direct or indirect acquisition or purchase of assets that constitutes (i) 10% or more of the assets of InteliData and its subsidiaries taken as a whole, (ii) the credit card business of InteliData, or (iii) a transaction otherwise material to InteliData, or involving 15% or more of the outstanding shares of InteliData’s capital stock equity securities of InteliData or any of its subsidiaries;
	•	any tender offer or exchange offer that if consummated would result in any person beneficially owning 15% or more of the outstanding shares of InteliData’s capital stock; or
	•	any merger, consolidation, business combination, recapitalization or similar transaction involving InteliData or any of its subsidiaries, other than the transactions contemplated by the merger agreement.

62

---

Table of Contents

	•	to promptly prepare and file all necessary documentation to effect all applications, notices, petitions and filings, including this proxy statement/ prospectus and the registration statement of which this proxy statement/ prospectus is a part, and to obtain and comply with all permits, consents, approvals and authorizations of all third parties and governmental entities necessary or advisable to consummate the transactions contemplated by the merger agreement;
	•	to provide each other, upon request, with all information concerning themselves for purposes of this document and other filings and statements made in connection with the merger;
	•	to agree to be bound by the confidentiality letters entered into between the two parties prior to execution of the merger agreement, including following the termination of the merger agreement;
	•	to provide each other with reasonable access to properties, books, contracts, commitments and records;
	•	to use all commercially reasonable efforts to obtain all approvals, including any consents, waivers and approvals from any governmental entity or under any agreements, contracts, licenses or leases with third parties, required to be obtained in connection with the consummation of the transactions contemplated by the merger agreement;
	•	to take all commercially reasonable actions to consummate the merger and make effective the transactions contemplated by the merger agreement;
	•	to promptly notify the other of any communications received in connection with the merger agreement regarding consents required, notice received by any governmental authority, commenced or threatened litigation against the party or its subsidiaries, the inaccuracy of any representation or warranty contained in the merger agreement, or the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied under the merger agreement;
	•	not to issue or cause the publication of any press release or other public announcement with respect to the merger, the merger agreement or the other transactions contemplated thereby without the prior approval of the other party, except such disclosures as may be required by law or by Nasdaq regulations or listing requirements; and
	•	to use commercially reasonable efforts to cause the merger to qualify as a reorganization under Section 368(a) of the Code.

	•	to use commercially reasonable efforts to have the registration statement declared effective by the SEC as promptly as practicable and to maintain the effectiveness of the registration statement through the effective time;
	•	to use its reasonable efforts to cause the shares of Corillian common stock issued in the merger to be approved for listing on the Nasdaq National Market System;

63

---

Table of Contents

	•	to cause the surviving company of the merger to assume a “tail” policy under InteliData’s directors’ and officers’ insurance policy that has an effective term of six years from the effective time of the merger; and
	•	to address certain employee benefit matters (see “Employee Benefit Plans” on page 65).

	•	to take all action necessary to convene and hold the annual meeting of its shareholders as promptly as practicable to consider and vote on the merger agreement and the transactions contemplated thereby and to use its commercially reasonable efforts to solicit from stockholders of InteliData proxies in favor of the proposal to adopt the merger agreement and to approve the transactions contemplated thereby;
	•	to take all reasonable action to ensure that no anti-takeover statute or regulation becomes applicable to the merger or the transactions contemplated thereby;
	•	to deliver to Corillian a letter identifying all persons who are affiliates of InteliData and to use its reasonable efforts to obtain from each such person a written affiliate letter agreement;
	•	to provide notice to, or obtain consents from, InteliData’s option holders in order to cause the exercise or termination of all outstanding stock options and stock option plans as of the effective time;
	•	to take all actions necessary to cause any warrants to purchase InteliData’s common stock to become warrants to purchase Corillian’s common stock as of the effective time;
	•	to take all action to ensure that InteliData’s Stockholder Rights Plan is inapplicable to the merger and will terminate immediately prior to the effective time; and
	•	to cause the resignations of InteliData’s directors and, if applicable, officers as of the effective time.

	•	no provision of any applicable laws and no judgment, injunction, order or decree shall restrict, prevent or prohibit the consummation of the merger or the transactions contemplated by the merger agreement;
	•	the SEC shall have declared the registration statement of which this document is a part effective under the Securities Act and no stop order or similar restraining order suspending the effectiveness of the registration agreement shall be in effect and no proceedings for such purpose shall be pending or threatened by the SEC or any state securities administrator;
	•	the merger agreement must be adopted and the transactions contemplated thereby must be approved by the holders of a majority of the outstanding shares of InteliData common stock; and
	•	the shares of Corillian common stock to be issued at the effective time of the merger shall have been authorized for listing on the Nasdaq National Market System.

	•	the representations and warranties of the other party set forth in the merger agreement must be true and correct in all material respects; and
	•	the other party to the merger agreement must have performed in all material respects all of its agreements and covenants required by the merger agreement.

64

---

Table of Contents

	•	InteliData’s delivery to Corillian of a certificate regarding InteliData’s representations, warranties and covenants;
	•	InteliData obtaining all approvals required for the authorization, execution and delivery of the merger agreement and the consummation of the transactions contemplated thereby;
	•	the absence of any pending action, proceeding or investigation before any court or administrative agency or by a government agency or any other person challenging or seeking to restrain or prohibit the consummation of the merger or seeking material damages in connection with the merger;
	•	delivery to Corillian by Perkins Coie LLP of an opinion to the effect that the merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code;
	•	InteliData’s delivery of a written letter agreement from each of its affiliates;
	•	the resignation of the directors and, if applicable, the officers of InteliData;
	•	there must not have occurred, since the date of the merger agreement, any undisclosed material adverse effect on InteliData and its subsidiaries that is continuing, and InteliData’s delivery to Corillian of a certificate to that effect;
	•	InteliData shall have terminated all option plans and agreements, and all related outstanding options, and the InteliData Employee Stock Purchase Plan;
	•	the expiration of the rights under the Stockholder Rights Plan and their inapplicability to the merger and the transactions contemplated thereby;
	•	if holders of InteliData common stock have delivered a notice of intent to exercise their appraisal rights under Delaware law, these holders must not hold more than 5% of the outstanding shares of InteliData common stock;
	•	the timely filing of InteliData’s report on internal controls and the attestation of its independent registered public accounting firm; and
	•	InteliData’s delivery to Corillian of certain tax certificates.

	•	Corillian’s delivery to InteliData of a certificate regarding Corillian’s representations, warranties and covenants;
	•	Corillian and Merger Sub obtaining all approvals for the authorization, execution and delivery of the merger agreement and the consummation of the transactions contemplated thereby;
	•	there must not have occurred, since the date of the merger agreement, any undisclosed material adverse effect on Corillian and its subsidiaries that is continuing, and Corillian’s delivery to InteliData of a certificate to that effect; and
	•	delivery to InteliData by Hunton & Williams LLP of an opinion to the effect that the merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; provided, however, that if this opinion is not delivered, this condition will be deemed to be satisfied if InteliData receives an opinion to this effect from Perkins Coie LLP.

65

---

Table of Contents

	•	the mutual written consent of InteliData and Corillian;
	•	either InteliData or Corillian, if the merger has not been consummated by September 30, 2005;
	•	either InteliData or Corillian, if a permanent injunction preventing the consummation of the merger shall have become final and unappealable;
	•	either InteliData or Corillian, if the required approval of the InteliData stockholders is not obtained at the annual meeting;
	•	Corillian, if there exists a superior proposal and InteliData’s board of directors withdraws or modifies, in a manner adverse to Corillian, its recommendation “FOR” the proposal to adopt the merger agreement and to approve the transactions contemplated thereby, or if InteliData’s board of directors has approved or recommended such superior proposal;
	•	InteliData, if InteliData receives a superior proposal; and
	•	either InteliData or Corillian, upon a breach of a representation, warranty or covenant of the other party contained in the merger agreement that is not curable within 30 days after notice of breach.

	•	either InteliData or Corillian, if (a) the required approval of InteliData stockholders is not obtained at the annual meeting, (b) at or prior to the annual meeting, there is publicly disclosed an acquisition proposal, and (c) InteliData enters into an agreement for an acquisition proposal within 12 months following the termination of the merger agreement with Corillian;
	•	Corillian, if there exists a superior proposal and InteliData’s board of directors withdraws or modifies, in a manner adverse to Corillian, its recommendation “FOR” the proposal to adopt the merger agreement and to approve the related transactions, or if InteliData’s board of directors has approved or recommended such superior proposal; or
	•	InteliData, if InteliData receives a superior proposal.

66

---

Table of Contents

	•	extend the time for performance of any of the other party’s obligations;
	•	waive any inaccuracies contained in the representations and warranties in the merger agreement or any document delivered pursuant to the merger agreement; and
	•	waive compliance with any of the agreements or conditions contained in the merger agreement.

67

---

Table of Contents

	•	Payment Solutions: providing payment warehousing, payment matching, biller directory management, and least cost routing functionality for electronic bill payment and presentment transactions;
	•	Card Services: providing Internet-based account activation, bill presentment, balance consolidation, and e-Statement capabilities; and

	•	Online Banking: providing Internet-based access to real-time account information, as well as interfaces to personal financial management software such as Intuit’s Quicken® and Microsoft Money®.

68

---

Table of Contents

		InteliData Stockholder Rights		Corillian Shareholder Rights
Corporate Governance:		Delaware law and InteliData’s Amended and Restated Certificate of Incorporation and Bylaws govern the rights of InteliData stockholders. Upon completion of the merger, the rights of InteliData stockholders who become Corillian shareholders will be governed by Oregon law and Corillian’s		Oregon law and Corillian’s Restated Articles of Incorporation and Restated Bylaws currently govern the rights of Corillian shareholders. Upon completion of the merger, the rights of Corillian shareholders will continue to be governed by Oregon law and Corillian’s Restated Articles of Incorporation and Restated

69

---

Table of Contents

		InteliData Stockholder Rights		Corillian Shareholder Rights
		Restated Articles of Incorporation and Restated Bylaws.		Bylaws.
Authorized Capital Stock:		The authorized capital stock of InteliData currently consists of (i) 100,000,000 shares of Common Stock, par value $0.001 per share, and (ii) 5,000,000 shares of Preferred Stock, par value $0.001 per share, 100,000 of which are designated Series A Cumulative Preferred Stock. The InteliData board is authorized, without stockholder approval, to issue shares of the remaining preferred stock in one or more series and to determine the designations, rights and preferences of such preferred stock.		The authorized capital stock of Corillian currently consists of (i) 150,000,000 shares of Common Stock, without par value, and (ii) 40,000,000 shares of Preferred Stock, without par value. The Corillian board is authorized, without shareholder approval, to issue shares of preferred stock in one or more series and to determine the powers, designations, preferences and relative, participating, optional and other special rights.
Number of Directors:		The InteliData board of directors currently consists of six directors. The number of directors is established from time to time by resolution adopted by a majority of the InteliData board of directors (presuming a quorum is present), although there must be a minimum of five and not more than fifteen directors.		The Corillian board of directors consists of seven directors. The number of directors is established from time to time by resolution adopted by a majority of the Corillian board of directors, although there must be a minimum of three and not more than nine directors.
Election of Directors:		Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.		Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.
Term and Classes of Directors:		There are three classes of InteliData directors. Each class serves for a three-year term, with one class’s term expiring each year.		Whenever there are more than six directors on the board, the board is then divided into three classes of Corillian directors. Each class serves for a three-year term, with one class’s term expiring each year.
Removal of Directors:		A director may be removed only for cause by the holders representing at least two-thirds of the votes then entitled to be cast at an election of directors.		Corillian’s Articles provide that a director may be removed only for cause by the holders representing a majority of the votes then entitled to be cast at an election

70

---

Table of Contents

		InteliData Stockholder Rights		Corillian Shareholder Rights
				of directors. If elected by a voting group of shareholders, only those shareholders may participate in the removal vote. In addition an Oregon court may remove a director from office in a proceeding commenced by the corporation or its shareholders holding at least 10% of the shares of any class if the court determines that: (i) the director engaged in fraudulent or dishonest conduct or gross abuse of authority with respect to the corporation; and (ii) removal is in the best interest of the corporation.
Vacancies on the Board:		Vacancies in InteliData’s board of directors as a result of death, resignation, retirement, disqualification, removal, or an increase in the authorized number of directors or any other cause may be filled by a majority of the remaining directors then in office, although less than a quorum, and the directors so elected will hold office until the next succeeding annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.		Vacancies in Corillian’s board of directors (including a vacancy created by newly created directorships resulting from any increase in the authorized number thereof) may be filled by a majority of the remaining directors then in office, although less than a quorum, or by a sole remaining director.
Board Quorum and Vote Requirements:		At all meetings of InteliData’s board of directors, the presence of a majority of the total authorized number of directors constitutes a quorum for the transaction of business. Except as otherwise required by law, the vote of a majority of the directors present at any meeting at which a quorum is present constitutes the act of the board of directors.		At all meetings of Corillian’s board of directors, the presence of a majority of the total authorized number of directors constitutes a quorum for the transaction of business. Except as otherwise required by law, the vote of a majority of the directors present at any meeting at which a quorum is present constitutes the act of the board of directors.
		Any action required or permitted to be taken at any meeting of InteliData’s board of directors may be taken without a meeting		Any action required or permitted to be taken at any meeting of Corillian’s board of directors may be taken without a meeting if all

71

---

Table of Contents

		InteliData Stockholder Rights		Corillian Shareholder Rights
		if all members of the board of directors consent thereto in writing, and that writing or those writings are filed with the minutes of proceedings of the board of directors.		members of the board of directors consent thereto in writing, and that writing or those writings are filed with the minutes of proceedings of the board of directors.
Stockholder/ Shareholder Meetings:		The annual meeting of InteliData stockholders is held at the place, either within or without the State of Delaware, and on the date and at the time, as may be fixed from time to time by resolution of the board of directors and set forth in the notice or waiver of notice of the meeting.		The annual meeting of Corillian shareholders is held at the principal place of business, or the place, either within or without the State of Oregon, and on the date and at the time, as may be fixed from time to time by resolution of the board of directors and set forth in the notice or waiver of notice of the meeting.
		Special meetings of InteliData’s stockholders may be called at any time by the Chairman of the board of directors, and shall be called by the secretary at the written request, or by resolution adopted by the affirmative vote, of a majority of the board. Special meetings of the stockholders are held at the places, within or without the State of Delaware, as are specified in the respective notices or waivers of notice thereof. Only business brought before the special meeting pursuant to InteliData’s notice of the special meeting will be conducted at the special meeting.		Special meetings of Corillian’s shareholders may be called at any time by (i) the President or Chair of the board of directors, (ii) the board of directors or (iii) by request, dated, signed and delivered to the Secretary, of the holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meeting. Special meetings of the shareholders are held at the principal place of business, or the places, within or without the State of Oregon, as are specified in the respective notices or waivers of notice thereof. Only business brought before the special meeting pursuant to Corillian’s notice of the special meeting will be conducted at the special meeting.
Quorum Requirements:		The presence in person or by proxy of the holders of record of a majority of shares entitled to vote at a meeting of InteliData stockholders constitutes a quorum for the transaction of business at that meeting.		The presence in person or by proxy of the holders of record of a majority of shares entitled to vote at a meeting of Corillian shareholders constitutes a quorum for the transaction of business at that meeting.
Stockholder/Shareholder Proposals:		For business to be properly brought before an annual meeting		For business to be properly brought before an annual meeting

72

---

Table of Contents

		InteliData Stockholder Rights		Corillian Shareholder Rights
		by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of InteliData. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of InteliData not less than 60 calendar days in advance of the date notice of annual meeting released to stockholders in connection with the previous year’s annual meeting of stockholders. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to the person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and the rules promulgated pursuant to that act; (ii) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the annual meeting and the reasons for conducting the business at the annual meeting; (iii) the name and address, as they appear on the corporation’s books, of the stockholder proposing the business; (iv) the class, series and number of shares of the corporation which are beneficially owned by the stockholder; (v) any material interest of the stockholder in the business; and (vi) any other information that is required to be provided by the stockholder pursuant to Regulation Q14A		by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of Corillian. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive office of the corporation not less than 60 days nor more than 90 days prior to the meeting; provided, that in the event that less than 70 days’ notice is given, timely shareholder notice requires receipt thereof not later than close of business on the seventh day after the date of mailing of the notice of meeting. A shareholder’s notice to the Secretary shall set forth (i) as to each person whom the shareholder proposes to nominate for election or reelection as a director, all information relating to the person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, and the rules promulgated pursuant to that act; (ii) as to any other business that the shareholder proposes to bring before the meeting, a brief description of the matters desired to be brought before the meeting and the reasons for conducting the business at the meeting; (iii) the name and record address of the shareholder; (iv) the class and number of shares of the corporation that the shareholder owns or is entitled to vote; (v) any material interest of the shareholder in the matters; and (vi) a representation that the shareholder intends to appear in person or by proxy to present the business specified in the notice.

73

---

Table of Contents

		InteliData Stockholder Rights		Corillian Shareholder Rights
		under the Securities Exchange Act of 1934, as amended, in the stockholder’s capacity as a proponent of a stockholder proposal.
Action of Stockholders and Shareholders by Written Consent:		Any action required or permitted to be taken by InteliData’s stockholders must be effected at a duly called annual or special meeting and the ability of InteliData’s stockholders to consent in writing to the taking of any action is specifically denied.		Oregon law permits shareholders to take actions by unanimous written consent in lieu of a meeting and Corillian’s Restated Bylaws allow it.
Stockholder and Shareholder Inspection Rights:		Under the DGCL, any stockholder has the right to inspect the company’s stock ledger, stockholder list, and other books and records for a purpose reasonably related to the person’s interest as a stockholder.		Under the OBCA, any shareholder giving five days’ written notice to Corillian has the right to inspect Corillian’s organizational documents, certain board resolutions, shareholder meeting minutes and recordings of all actions taken by the shareholders without a meeting, all written communications to the shareholders generally within the past three years, a list of the names and addresses of Corillian’s current directors and officers and Corillian’s most recent annual report delivered to the Oregon Secretary of State. In addition, any shareholder giving five days’ written notice to Corillian may also inspect and copy board and committee meeting minutes, accounting records, and a list of shareholders, provided the shareholder’s demand is made in good faith and for a proper purpose, specifically describes the records to be inspected, and the records are directly connected with the shareholder’s purpose.
Amendment of Certificate/ Articles of Incorporation:		An amendment to InteliData’s Certificate of Incorporation requires the affirmative vote of the holders of at least a majority of the shares of capital stock		An amendment to Corillian’s Articles of Incorporation is approved by the shareholders if a quorum exists and the votes cast favoring the amendment exceed

74

---

Table of Contents

		InteliData Stockholder Rights		Corillian Shareholder Rights
		entitled to vote. In addition, an affirmative vote of two-thirds of InteliData stockholders who would be entitled to vote is required to amend articles of InteliData’s Certificate of Incorporation that pertain to the classification of directors. Any amendment that adversely affects the rights of the Series A Cumulative Preferred Stock must also be approved by the holders of a majority of the shares of such series.		the votes cast opposing the amendment, unless the amendment would create dissenters’ rights, in which case a majority of the votes entitled to be cast is required for approval. The Article pertaining to the classified Board of Directors contained in the Restated Articles of Incorporation may only be amended by affirmative vote of two-thirds or more of shares held by members of each voting group entitled to vote. All shareholders vote together as a single class, unless an amendment would affect specified rights of preferred shareholders, in which case the consent of a majority of each applicable class of preferred shareholders is required.
Amendment of Bylaws:		InteliData’s Bylaws may be amended, altered or repealed (i) by resolution adopted by a majority of the board of directors of InteliData at any regular or special meeting of the board, or (ii) by the affirmative vote of the holders of at least a majority of the shares of capital stock entitled to vote. Any provision of the Bylaws adopted or required to be adopted pursuant to the DGCL by the stockholders may only be made, altered or repealed by the stockholders.		Corillian’s Restated Bylaws may be altered, amended or repealed, in whole or in part, by the board of directors. Shareholders may adopt or amend one or more Bylaws that fix a greater quorum or voting requirement for shareholders, or voting group of shareholders, than required by the OBCA.
Exculpation of Directors:		InteliData’s Amended and Restated Certificate of Incorporation provides that a director will not be personally liable to InteliData or its stockholders for monetary damages for breach of fiduciary duty as a director; provided this right will not eliminate or limit the liability of a director (i) for any breach of his duty of loyalty to InteliData or its stockholders, (ii) for acts or omissions not in		Oregon law provides that a corporation’s articles of incorporation may contain a provision limiting the personal liability of directors to the corporation or its shareholders for monetary damages for conduct as a director, provided that no provision may eliminate or limit the liability of any director for (i) any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) acts or

75

---

Table of Contents

		InteliData Stockholder Rights		Corillian Shareholder Rights
		good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware (relating to unlawful payment of dividends or unlawful stock purchase or redemption) or (iv) for any transaction from which the director derives an improper personal benefit. If the General Corporation Law of the State of Delaware is amended after the date InteliData’s Certificate of Incorporation became effective to authorize corporate action further eliminating or limiting the personal liability of InteliData directors, then the liability of an InteliData director will be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.		omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) any unlawful distribution as defined under ORS 60.367, or (iv) any transaction from which the director derived an improper personal benefit. Corillian’s Restated Articles of Incorporation eliminate liability of directors for monetary damages as a director for all actions other than those specifically excluded in the Oregon statute as described above.
Indemnification of Directors, Officers and Employees:		InteliData will indemnify its directors, officers, employees and other agents to the fullest extent not prohibited by the Delaware General Corporation Law; provided, however, that InteliData is not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by him or her or any proceeding by him or her against the corporation or its directors, officers, employees or other agents unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the board of directors of the corporation, or (iii) the indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Delaware General Corporation Law.		Corillian will indemnify its directors, officers, employees and other agents to the fullest extent permitted by law. The Oregon Business Corporation Act provides that a director or officer who has been or is threatened to be made a defendant in a legal proceeding because that person is or was a director or officer of a corporation (i) shall be indemnified by the corporation for reasonable expenses of the litigation when the director or officer is wholly successful on the merits or otherwise, (ii) may be indemnified by the corporation for expenses, judgments, fines, penalties and amounts paid in settlement of the litigation (other than a derivative suit), even if the director or officer is not successful on the merits or otherwise, if he or she acted in good faith and in a manner he or

76

---

Table of Contents

		InteliData Stockholder Rights		Corillian Shareholder Rights
		InteliData will advance, before the final disposition of any proceeding, promptly following request therefor, all expenses incurred by any director or executive officer in connection with the proceeding upon receipt of an undertaking by or on behalf of that person to repay said amounts if it should be determined ultimately that he or she is not entitled to be indemnified. Notwithstanding the foregoing, generally no advance will be made by InteliData if a determination is reasonably and promptly made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if a quorum of non-interested directors is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time the determination is made demonstrate clearly and convincingly that the person acted in bad faith or in a manner that he or she did not believe to be in or not opposed to the best interests of the corporation.		she reasonably believed to be in or not opposed to the best interests of the corporation (and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful) and (iii) may be indemnified by the corporation for expenses of a derivative suit (a proceeding by or in the right of the corporation), even if the director or officer is not successful on the merits, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, provided that the director or officer is not adjudged liable to the corporation. If a director furnishes the Corporation with a written affirmation of such person’s good faith belief of entitlement to indemnification, Corillian will advance, before the final disposition of any proceeding, promptly following request therefor, all expenses incurred by any director (or executive officer, at its election) in connection with the proceeding upon receipt of an undertaking by or on behalf of that person to repay said amounts if it should be determined ultimately that he or she is not entitled to be indemnified. Corillian also has entered into Indemnity Agreements with many of its directors and officers that require Corillian to indemnify the officer or director to the fullest extent permitted by law.
Anti-Takeover Provisions:
Business Combination Act		Section 203 of the DGCL prohibits a Delaware corporation from engaging in a “business		The Oregon Business Combination Act to which Corillian is subject is, in all

77

---

Table of Contents

		InteliData Stockholder Rights		Corillian Shareholder Rights
		combination” with a person owning 15% or more of the corporation’s voting stock (an ‘interested stockholder”) for three years following the time that person became an interested stockholder, unless:		material respects, identical to Delaware law.
		• the board, before the time the person became an interested stockholder, approved either the business combination or the transaction that resulted in the person’s becoming an interested stockholder;
		• the person became an interested stockholder and 85% owner of the voting stock in the transaction, excluding shares owned by directors and officers and shares owned by some employee stock plans; or
		• the combination transaction is approved by the board and authorized by the affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder. A Delaware corporation can elect in its Certificate of Incorporation or Bylaws not to be governed by Section 203. InteliData has not made that election.
Control Share Act		No applicable law governing InteliData.		The Oregon Control Share Act (“OCSA”) regulates the manner in which a person may acquire control of any Oregon-based corporation with 100 or more shareholders without the consent and cooperation of the board of directors. The OCSA generally provides that shares of stock acquired in a ‘control share acquisition‘ have no voting rights unless the restoration of the voting rights associated with such

78

---

Table of Contents

		InteliData Stockholder Rights		Corillian Shareholder Rights
				shares is approved by the shareholders. The restoration must be approved by the holders of a majority of the voting shares, including the control shares, and by a majority of the voting shares, excluding the control shares, entitled to vote. A Control Share Acquisition is defined as the acquisition of shares in a transaction or series of transactions that causes the acquiring person to own more than 20%, 33% or 50% of the total voting power of all voting shares. Shares are not deemed to be acquired in a control share acquisition if, among other things, they are acquired from the issuing corporation, or are issued pursuant to a plan of merger or exchange effected in compliance with the OBCA and the issuing corporation is a party to the merger or exchange agreement.
Provisions Relating to Some Business Combinations:		The DGCL generally requires that a merger and consolidation, or sale, lease, or exchange of all or substantially all of a corporation’s property and assets be approved by the directors and by a majority of the outstanding stock. A corporation’s Certificate of Incorporation may require a greater vote. InteliData’s Amended and Restated Certificate of Incorporation does not provide for a greater vote. Under the DGCL, a surviving corporation need not obtain stockholder approval for a merger if: • each share of the surviving corporation’s stock outstanding prior to the merger remains outstanding in identical form after the merger; • the merger agreement does not		The OBCA generally requires that a merger or exchange be approved by the directors and by a majority of the outstanding stock. A corporation’s articles of incorporation may require a greater vote. Corillian’s articles of incorporation do not provide for a greater vote. Under the OBCA, a surviving corporation need not obtain stockholder approval for a merger if: • the articles of incorporation of the surviving corporation will not differ from its articles before the merger; • each share of the surviving corporation’s stock outstanding prior to the merger remains outstanding in identical form after the merger; • the number of voting shares outstanding immediately after

79

---

Table of Contents

		InteliData Stockholder Rights		Corillian Shareholder Rights
		amend the Certificate of Incorporation of the surviving corporation; and • either no shares of common stock of the surviving corporation are to be issued or delivered in the merger or, if common stock will be issued or delivered, it will not increase the number of shares of common stock outstanding prior to the merger by more than 20%.		the merger, plus the number of voting shares issued as a result of the merger, either by conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20% the total number of voting shares of the surviving corporation outstanding immediately before the merger; and • the number of participating shares outstanding immediately after the merger, plus the numbers of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20% the total number of participating shares outstanding immediately before the merger.
Appraisal or Dissenters’ Rights:		Under Delaware law, the right of dissenting stockholders to obtain the fair value for their shares is available in connection with some mergers or consolidations. Unless otherwise provided in the Certificate of Incorporation, appraisal rights are not available to stockholders when the corporation will be the surviving corporation in a merger and no vote of its stockholders is required to approve the merger. In addition, no appraisal rights are available to holders of shares of any class of stock which is either: • listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the NASD, or		Under Oregon law, the right of dissenting shareholders to obtain the fair value for their shares is available in connection with some mergers or consolidations. Unless otherwise provided in the articles of incorporation, appraisal rights are not available to shareholders when no vote of its shareholders is required to approve the merger. In addition, no appraisal rights are available to holders of shares of any class of stock which is listed on a national securities exchange or included in the national market system by the NASD unless Corillian’s Articles of Incorporation specify otherwise (they do not so specify).

80

---

Table of Contents

		InteliData Stockholder Rights		Corillian Shareholder Rights
		• held of record by more than 2,000 stockholders, unless those stockholders are required by the terms of the merger to accept anything other than (1) shares of stock of the surviving corporation, (2) shares of stock of another corporation which, on the effective date of the merger or consolidation, are of the kind described above, (3) cash instead of fractional shares of stock, or (4) any combination of the consideration set forth in (1) through (3).
Rights Plan:		InteliData’s stockholders have rights to purchase InteliData’s Series B No Par Preferred Shares in specified takeover situations.		Corillian does not have a rights plan.

Name		Class				Term Expires
Michael E. Jennings			Class II				2007
Alfred S. Dominick, Jr.			Class  III				2008
Patrick F. Graham			Class  III				2008

81

---

Table of Contents

82

---

Table of Contents

	Audit Committee Report

83

---

Table of Contents

	Audit Committee
	Neal F. Finnegan
	Patrick F. Graham
	Norman J. Tice

	Compensation Committee Report on Executive Compensation

	The Compensation Committee
	Neal F. Finnegan
	Patrick F. Graham
	Norman J. Tice

84

---

Table of Contents

		1999				2000				2001				2002				2003				2004
INTELIDATA TECHNOLOGIES CORP			100.00				62.41				68.09				21.65				37.53				16.12
COREDATA GROUP INDEX			100.00				60.08				53.23				36.25				46.88				51.49
NASDAQ MARKET INDEX			100.00				62.85				50.10				34.95				52.55				56.97

85

---

Table of Contents

		2004				2003
Audit fees(A)		$	928,700			$	182,500
Audit-related fees(B)			97,117				30,000
Tax fees(C)			2,500				—
All other fees			—				—
Total fees		$	1,208,317			$	212,500

(A)		Audit fees include $343,700 and $182,500 of fees for services rendered for the audit of InteliData’s annual financial statements and the review of the interim financial statements included in our quarterly reports for 2004 and 2003, respectively. Audit fees also include $585,000 of fees for services rendered for the audit of management’s assessment of internal control over financing reporting as of December 31, 2004 in accordance with Section 404 of the Sarbanes-Oxley Act of 2002; no similar fees were incurred in 2003.
(B)		Audit-related fees include fees associated with assurance and related services that are reasonably related to the performance of the audit or review of InteliData’s financial statements. This category include fees related to consultations regarding U.S. generally accepted accounting principles and general implementation of new SEC and Sarbanes-Oxley Act of 2002 requirements. The audit-related fees for 2004 were for advisory services for matters related to accounting consultation, due diligence, and assistance in compliance with regulatory requirements. Audit-related fees for 2003 were for advisory services for matters related to accounting consultation, review of financial statements outside of SEC filings, and assistance in compliance with regulatory requirements.
(C)		Tax fees were for assistance with a prior year sales and tax audit appeal.

86

---

Table of Contents

Name		Age				Position
Alfred S. Dominick, Jr.			59			Chief Executive Officer and Chairman of the Board
Karen Kracher			49			President
Monique L. Marcus			48			Vice President of Finance and Treasurer
Neal F. Finnegan			66			Director
Patrick F. Graham			65			Director
Michael E. Jennings			59			Director
L. William Seidman			83			Director
Norman J. Tice			69			Director

87

---

Table of Contents

88

---

Table of Contents

																			Long-Term
																			Compensation Awards
			Annual Compensation																Restricted				Securities				All Other
																			Stock				Underlying				Compensation
			Year				Salary ($)				Bonus ($)(1)				Other ($)				Awards ($)				Options (#)				($)(2)
Alfred S. Dominick, Jr.				2004				375,000				—				—				—				80,000				9,006
	Chairman & Chief			2003				354,233				—				—				—				—				31,856
	Executive Officer			2002				300,000				50,000				—				—				—				63,417
Karen Kracher				2004				165,192				—				—				19,500	(5)			100,000				2,240
	President(3)			2003				—				—				—				—				—				—
				2002				—				—				—				—				—				—
Michael E. Jennings				2004				125,000				—				—				7,800	(6)			—				46,557
	Former President			2003				200,000				—				—				40,500				—				62,090
	& Chief Operating			2002				200,000				30,000				—				42,500				45,000				65,115
	Officer(4)
Albert N. Wergley				2004				188,511	(8)			—				—				7,800				—				52,808
	Former Vice			2003				200,000				—				—				27,000	(9)			—				2,585
	President, General			2002				200,000				20,000				—				25,500				30,000				2,366
	Counsel & Secretary(7)

(1)	Bonus awards are reported for the year earned, but may have been paid in the subsequent year.
(2)	For 2004, includes: (i) travel and temporary housing expenses for Mr. Jennings ($21,361.63); (ii) the dollar value of insurance premiums paid by InteliData for the benefit of Mr. Dominick ($6,505.94); (iii) the amount of InteliData matching contributions made on behalf of the named individual under InteliData’s 401(k) Plan as follows: Mr. Dominick ($2,500.00), Ms. Kracher ($2,240.35), Mr. Jennings ($1,961.46), and Mr. Wergley ($2,807.78); (iv) $5,229.49 for the forgiveness of a loan from InteliData to Mr. Dominick; (v) the fair market value ($6,935.00) of the 2000 Toyota Camry given to Mr. Jennings pursuant to his Separation Agreement and General Release with InteliData; (vi) the amount of consulting fees ($15,000.00), plus expenses ($1,299.00), paid to Mr. Jennings in 2004; and (vii) an amount of severance ($50,000.00) paid to Mr. Wergley pursuant to his Separation Agreement and General Release with InteliData.

	For 2003, includes: (i) travel and temporary housing expenses for Mr. Dominick ($17,490) and Mr. Jennings ($59,090); (ii) the dollar value of insurance premiums paid by InteliData for the benefit of Mr. Dominick ($11,866); and (iii) the amount of Company matching contributions made on behalf of the named individual under InteliData’s 401(k) Plan as follows: Mr. Dominick ($2,500), Mr. Jennings ($3,000), and Mr. Wergley ($2,585).
	For 2002, includes: (i) travel and temporary housing expenses for Mr. Dominick ($53,396) and Mr. Jennings ($62,365); (ii) the dollar value of insurance premiums paid by InteliData for the

89

---

Table of Contents

	benefit of Mr. Dominick ($7,521); and (iii) the amount of Company matching contributions made on behalf of the named individuals under InteliData’s 401(k) Plan as follows: Mr. Dominick ($2,500), Mr. Jennings ($2,750), and Mr. Wergley ($2,366).

(3)	Ms. Kracher became an officer of InteliData in January 2004 and became an officer of InteliData in August 2004.
(4)	Mr. Jennings resigned from his position as President & Chief Operating Officer on August 15, 2004.
(5)	For 2004, consists of the fair market value of a restricted stock award on the date of the award of 25,000 shares on May 21, 2004. The award vests, subject to Ms. Kracher’s continued employment, on November 21, 2005.
(6)	For 2004, consists of the fair market value of a restricted stock award on the date of the award of 10,000 shares on May 21, 2004. The award terminated due to Mr. Jennings’ resignation. For 2003, consists of the fair market value of a restricted stock award on the date of the award of 30,000 shares on April 15, 2003. The award vested on October 15, 2004. For 2002, consists of the fair market value of a restricted stock award on the date of the award of 25,000 shares on February 21, 2002. The award vested on August 21, 2003.
(7)	Mr. Wergley resigned from his position as Vice President, General Counsel & Secretary on November 5, 2004.
(8)	Includes unused vacation pay ($11,588.47) accrued to Mr. Wergley through November 5, 2004.
(9)	For 2004, consists of the fair market value of a restricted stock award on the date of the award of 10,000 shares on May 21, 2004. The award terminated due to Mr. Wergley’s resignation. For 2003, consists of the fair market value of a restricted stock award on the date of the award of 20,000 shares on April 15, 2003. The award vested on October 15, 2004. For 2002, consists of the fair market value of a restricted stock award on the date of the award of 15,000 shares on February 21, 2002. The award vested on August 21, 2003.

		Individual Grants
																		Potential Realizable
						Percentage												Value at
						of Total												Assumed Annual Rates
						Options												of Stock Price
		Number of				Granted to												Appreciation for
		Securities				Employees				Exercise								the Option Term(3)
		Underlying				in Fiscal				Price Per				Expiration
		Grants(1)				Year(1)				Share(2)				Date				5%				10%
Alfred S. Dominick			80,000	(4)			14.7	%		$	0.31				10/15/12			$	11,841			$	28,361
Karen Kracher			50,000	(4)			9.2	%			1.80				01/28/12				42,971				102,923
			50,000	(4)			9.2	%			0.31				10/15/12				7,401				17,726
Michael E. Jennings			—	(4)			—	%			—				—				—				—
Albert N. Wergley			—	(4)			—	%			—				—				—				—

(1)	The total number of options granted to employees during the year ended December 31, 2004 was 545,000.
(2)	The exercise price per share of options granted represented the fair market value of the underlying shares of common stock on the date the options were granted.
(3)	As required under SEC rules, amounts represent hypothetical gains that could be achieved for the respective options if exercised at the end of the option term. These gains are based on assumed rates of stock price appreciation of 5% and 10% compounded annually from the date the respective options

90

---

Table of Contents

	were granted to their expiration date. These assumptions are not intended to forecast future appreciation of InteliData’s stock price. The potential realizable value computation does not take into account federal or state income tax consequences of option exercises or sales of appreciated stock. If InteliData’s stock price does not actually increase to a level above the applicable exercise price at the time of exercise, the realized value to the Named Executive Officers from these options will be zero.
(4)	These options become exercisable as follows: one-third on the first anniversary date of the grant and then ratably over 24 months.

										Number of Securities Underlying								Value of Unexercised In-the-
										Unexercised Options/SARs at								Money Options/SARs at
		Shares				Value				December 31, 2004 (#)								December 31, 2004 ($)(2)
		Acquired on				Realized(1)
Name		Exercise				($)				Exercisable				Unexercisable				Exercisable				Unexercisable
Alfred S. Dominick, Jr.			—				—				700,000				580,000				—				28,800
Karen Kracher			—				—				—				100,000				—				18,000
Michael E. Jennings			—				—				—				—				—				—
Albert N. Wergley			2,001				1,541				—				—				—				—

(1)	Value based on last reported sale price of InteliData’s common stock on the exercise date, minus the exercise price.
(2)	Value based on last reported sale price of InteliData’s common stock on December 31, 2004 (the last trading day of the year) on the Nasdaq SmallCap Market, minus the exercise price. The last reported sale price at December 31, 2004 was $0.67 per share.

	Employment Agreements

91

---

Table of Contents

92

---

Table of Contents

	Change in Control Severance Agreements

	(a) a lump-sum cash payment equal to (i) any unpaid base pay and accrued leave or vacation pay through the termination date, (ii) any unpaid annual bonus earned prior to the termination date, (iii) two times Mr. Dominick’s annual salary plus (iv) any unreimbursed expenses;
	(b) acceleration of the vesting and exercisability of outstanding stock options and awards previously granted to Mr. Dominick and the extension of the period for exercising such options until their expiration date;
	(c) payment or reimbursement for 18 months after termination for (i) any COBRA premiums for Mr. Dominick, his spouse and his dependents to the extent they participated in InteliData’s health and medical plan prior to termination and elect COBRA coverage or (ii) any premiums for continuation of other health and medical insurance for Mr. Dominick, his spouse and his dependents if Mr. Dominick, his spouse and his dependents did not participate in InteliData’s health and medical plan prior to termination, but InteliData was paying or reimbursing Mr. Dominick for premiums on such other health and medical insurance at the time of termination; and
	(d) payment of or reimbursement for premiums for continuation of life insurance coverage for 18 months after termination if InteliData paid or reimbursed Mr. Dominick for such life insurance coverage immediately prior to his termination of employment.

93

---

Table of Contents

94

---

Table of Contents

			InteliData Shares				Percentage of Shares
Name of Stockholder			Beneficially Owned				Outstanding
John H. Timmis				3,085,000	(1)			6.0	%
	28 Hawley Road
	North Salem, NY 10560
Alfred S. Dominick, Jr.				804,600	(2)			1.6	%
Karen A. Kracher				45,832	(3)			*
Monique L. Marcus				5,000				*
Albert N. Wergley				69,744				*
Michael E. Jennings				94,750				*
Norman J. Tice				66,000	(4)			*
L. William Seidman				61,000	(5)			*
Patrick F. Graham				50,500	(6)			*
Neal F. Finnegan				34,000	(7)			*
Directors and Executive Officers as a Group (9 persons)				1,231,426	(8)			2.4	%

	*	Less than one percent.

(1)	As reported in the Schedule 13G/A filed with the SEC on April 8, 2003, and includes 1,805,000 shares with sole voting and dispositive power and 1,280,000 shares with shared voting and dispositive power.
(2)	Includes 700,000 shares of common stock issuable upon the exercise of options.
(3)	Includes 20,832 shares of common stock issuable upon the exercise of options.
(4)	Includes 36,000 shares of common stock issuable upon the exercise of options.
(5)	Includes 48,000 shares of common stock issuable upon the exercise of options.
(6)	Includes 40,500 shares of common stock issuable upon the exercise of options.
(7)	Includes 24,000 shares of common stock issuable upon the exercise of options.
(8)	Includes 869,332 shares of common stock issuable upon the exercise of options.

95

---

Table of Contents

96

---

Table of Contents

97

---

Table of Contents

Corillian SEC Filings (File No. 000-29291)		Period
Annual Report on Form 10-K		Fiscal year ended December 31, 2004 (as filed on March 16, 2005)
Quarterly Report on Form 10-Q		Quarter ended March 31, 2005 (as filed on May 10, 2005)
Current Reports on Form 8-K		Filing dated February 8, 2005; filing dated February 17, 2005; filing dated April 1, 2005; filing dated April 5, 2005
Definitive Proxy Statement on Schedule 14A		Filing dated April 8, 2005
Description of Corillian Capital Stock included in its Registration Statement on Form S-1/A (File No. 333-95513) incorporated by reference in its Registration Statement on Form 8-A filed with the SEC on February 2, 2000, under Section 12(g) of the Exchange Act, including any amendment or report filed for the purpose of updating such description and as amended by the description of Corillian’s common stock to the extent discussed herein		Filing dated April 11, 2000

InteliData SEC Filings (File No. 000-21685)		Period
Annual Report on Form 10-K		Fiscal year ended December 31, 2004 (as filed on March 31 2005)
Amended Annual Report on Form 10-K/A		Fiscal year ended December 31, 2004 (as filed on May 2, 2005)
Quarterly Report on Form 10-Q		Quarter ended March 31, 2005 (as filed on May 10, 2005)
Current Reports on Form 8-K		Filing dated March 14, 2005; filing dated April 1, 2005

98

---

Table of Contents

99

---

Table of Contents

A-1

---

						Page
Article 1. THE MERGER							A-5
1.1.				The Merger			A-5
1.2.				Closing of the Merger			A-5
1.3.				Effective Time			A-6
1.4.				Effects of the Merger			A-6
1.5.				Certificate of Incorporation and Bylaws of the Surviving Corporation			A-6
1.6.				Directors and Officers of the Surviving Corporation			A-6
Article 2. CONVERSION OF SECURITIES							A-6
2.1.				Conversion of Capital Stock			A-6
2.2.				Appraisal Rights			A-7
2.3.				Exchange of Certificates			A-7
2.4.				Stock Options			A-9
2.5.				Warrants			A-9
Article 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY							A-10
3.1.				Organization and Qualification			A-10
3.2.				Charter and Bylaws			A-10
3.3.				Capitalization			A-10
3.4.				Company SEC Reports; Financial Statements			A-12
3.5.				Controls			A-13
3.6.				Information Supplied			A-13
3.7.				Authorization and Enforceability			A-14
3.8.				Absence of Certain Changes or Events			A-14
3.9.				Consents and Approvals			A-15
3.10.				Permits			A-15
3.11.				Compliance with Laws			A-16
3.12.				Litigation			A-16
3.13.				Employee Benefit Matters			A-16
3.14.				No Excess Parachute Payments			A-18
3.15.				Employees			A-19
3.16.				Property and Leases			A-19
3.17.				Intellectual Property Rights			A-20
3.18.				Taxes			A-21
3.19.				Material Contracts			A-23
3.20.				Relations with Customers			A-24
3.21.				Environmental Matters			A-24
3.22.				Interested Party Transactions			A-24
3.23.				Change in Control			A-24
3.24.				Fairness Opinion			A-25
3.25.				No Finders			A-25
3.26.				Disclosure			A-25
3.27.				Tax Treatment			A-25
3.28.				Rights Plan			A-25

A-2

---

Table of Contents

						Page
Article 4. REPRESENTATIONS AND WARRANTIES OF THE PARENT AND MERGER SUB							A-25
4.1.				Organization and Qualification			A-25
4.2.				Capitalization			A-26
4.3.				Parent SEC Reports; Financial Statements			A-26
4.4.				Compliance with Laws			A-27
4.5.				Registration Statement			A-27
4.6.				Authorization and Enforceability			A-27
4.7.				Absence of Certain Changes or Events			A-27
4.8.				Consents and Approvals			A-28
4.9.				Ownership and Interim Operations of Merger Sub			A-28
4.10.				Litigation			A-28
4.11.				No Finders			A-28
4.12.				Tax Treatment			A-28
4.13.				Capital Resources			A-28
Article 5. COVENANTS AND AGREEMENTS							A-29
5.1.				Conduct of Business of the Company			A-29
5.2.				No Solicitation			A-31
5.3.				Proxy Statement; Registration Statement; Stockholders Meeting			A-32
5.4.				State Takeover Statutes			A-33
5.5.				Affiliates			A-34
5.6.				Nasdaq Listing Application			A-34
5.7.				Confidentiality			A-34
5.8.				Access to Information			A-34
5.9.				Approvals and Consents; Cooperation			A-35
5.10.				Commercially Reasonable Efforts; Further Actions			A-35
5.11.				Officers’ and Directors’ Indemnification			A-35
5.12.				Notification of Certain Matters			A-35
5.13.				Public Announcements			A-36
5.14.				Voting of Shares			A-36
5.15.				Expenses			A-36
5.16.				Section 368 Qualification			A-36
5.17.				Employee Benefit Plans			A-36
5.18.				Company Options and Company Stock Plans			A-36
5.19.				Company Warrants			A-37
5.20.				Rights Plan			A-37
5.21.				Director and Officer Resignations			A-37
Article 6. CONDITIONS PRECEDENT							A-37
6.1.				Conditions to Obligations of the Parent, Merger Sub, and the Company			A-37
6.2.				Conditions to Obligations of the Parent and Merger Sub			A-38
6.3.				Conditions to Obligations of the Company			A-39
Article 7. TERMINATION AND ABANDONMENT							A-40
7.1.				Termination			A-40
7.2.				Effect of Termination			A-41

A-3

---

Table of Contents

						Page
Article 8. DEFINED TERMS							A-42
8.1.				Definitions of Certain Terms			A-42
8.2.				Location of Other Defined Terms			A-46
Article 9. GENERAL PROVISIONS							A-47
9.1.				Amendment and Modification			A-47
9.2.				Waiver of Compliance; Consents			A-47
9.3.				Investigation; Survival of Representations and Warranties			A-47
9.4.				Notices			A-48
9.5.				Specific Performance			A-48
9.6.				Assignment			A-48
9.7.				Governing Law			A-49
9.8.				Interpretation			A-49
9.9.				Entire Agreement			A-49
9.10.				Parties in Interest			A-49
9.11.				Severability			A-49
9.12.				Counterparts			A-49

5.14		Form of Agreement to Facilitate Merger
6.2(n)(A)		FIRPTA Notice to IRS
6.2(n)(B)		FIRPTA Notification Letter

A-4

---

Table of Contents

A-5

---

Table of Contents

	(a) Common Stock of Merger Sub. Each share of common stock of Merger Sub, par value $0.001 per share (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time shall continue to remain issued and outstanding.
	(b) Cancellation of Parent Owned Stock and Treasury Shares. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is then held by the Parent, the Company or their direct or indirect wholly-owned subsidiaries (collectively, the “Cancelled Shares”) shall be canceled without payment of any consideration therefor and without any conversion thereof.
	(c) Conversion of Shares. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than the Cancelled Shares and any Dissenting Shares (as defined and to the extent provided in Section 2.2(a) hereof), shall be converted into the right to receive (i) the fraction of a share (subject to adjustment as provided below) of Parent Common Stock equal to the Exchange Ratio, and (ii) the Per Share Cash Consideration, without interest (the “Cash Consideration”), together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.3(g) hereof (such shares and cash, as adjusted pursuant to the following paragraph, the “Merger Consideration”). Each share of Company Common Stock shall thereafter cease to be outstanding and cease to exist, and each holder of Company Common Stock outstanding immediately prior to the Effective Time will cease to have any rights with respect to the

A-6

---

Table of Contents

	Company Common Stock and each certificate formerly representing shares of Company Common Stock (other than the Cancelled Shares) shall thereafter represent only the right to receive the Merger Consideration.
	(d) Adjustments to Exchange Ratio. An appropriate adjustment shall be made to the Exchange Ratio in the event that, prior to the Effective Time, the outstanding shares of Parent Common Stock, without new consideration, are changed into or exchanged for a different kind of shares or securities through a reorganization, reclassification, stock dividend, stock combination, or other like change in the Parent’s capitalization.

A-7

---

Table of Contents

A-8

---

Table of Contents

A-9

---

Table of Contents

A-10

---

Table of Contents

A-11

---

Table of Contents

A-12

---

Table of Contents

	(a) Each of the Company and the Company Subsidiaries has internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act and such internal control over financial reporting is effective. Since January 1, 2002, there has been no material change in the internal control over financial reporting of the Company and the Company Subsidiaries that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and the Company Subsidiaries. Without limiting the generality of the foregoing, each of the Company and the Company Subsidiaries maintains accurate books and records reflecting its assets and liabilities and maintains proper and adequate internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Company and to maintain accountability for the Company’s consolidated assets; (iii) access to the Company’s consolidated assets is permitted only in accordance with management’s authorization; (iv) the reporting of the Company’s consolidated assets is compared with existing assets at regular intervals; and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. The Company has not been notified by its independent auditor that there is any significant deficiency or material weakness in the Company’s internal control over financial reporting. The Company has delivered to Parent complete and accurate copies of any management letter or similar correspondence from any independent auditor since January 1, 2002, of the Company or any of the Company Subsidiaries.
	(b) The Company maintains disclosure controls and procedures required under the Exchange Act effective to ensure that all material information concerning the Company and the Company Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company’s filings with the SEC and other public disclosure documents. Section 3.5(b) of the Company Disclosure Schedule lists, and the Company has delivered to the Parent copies of, all written descriptions of, and all policies, manuals and other documents promulgating, such disclosure controls and procedures and internal controls over financial reporting.

A-13

---

Table of Contents

	(a) any change, effect, event, occurrence, state of facts or development that, individually or in the aggregate, has had or could reasonably be expected to have a Company Material Adverse Effect;
	(b) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company, or any repurchase, redemption or other acquisition by the Company or any Company Subsidiary (other than any wholly owned subsidiary) of any outstanding shares of capital stock or other equity or debt securities of, or other ownership interests in, the Company;
	(c) any split, combination or reclassification of any of its capital stock;
	(d) any amendment of any provision of the Certificate of Incorporation, Bylaws or other governing documents of, or of any material term of any outstanding security issued by, the Company or any Company Subsidiary (other than any wholly owned subsidiary);
	(e) any incurrence, assumption or guarantee by the Company or any Company Subsidiary of any indebtedness for borrowed money, other than trade payables incurred in the ordinary course of business and consistent with past practice;
	(f) any change in any method of accounting or accounting practice by the Company or any Company Subsidiary, except for any such change required by reason of a change in GAAP and concurred with by the Company’s independent public accountants;
	(g) any election or change in any election concerning Taxes, any adoption or change in any Tax accounting method or practice, or any change in any Tax accounting period;

A-14

---

Table of Contents

	(h) any issuance of any equity or debt securities of the Company other than pursuant to the Company Stock Plans and the Company Options in the ordinary course of business and consistent with past practice;
	(i) any acquisition or disposition of assets material to the Company and the Company Subsidiaries (except for sales of inventory in the ordinary course of business consistent with past practice), any acquisition or disposition of capital stock of any third party (other than acquisitions or dispositions of non-controlling equity interests of third parties in the ordinary course of business), or any merger or consolidation with any third party, by the Company or any Company Subsidiary;
	(j) any creation or assumption by the Company or any Company Subsidiary of any Encumbrance on any asset other than in the ordinary course of business and consistent with past practice;
	(k) any capital expenditure or expenditures in excess of $15,000 individually or $50,000 in the aggregate, other than capital expenditures made in the ordinary course of business;
	(l) any material damage, destruction or loss (whether or not covered by insurance) from fire or other casualty to its material tangible property;
	(m) any increase in the base salary of any officer or employee of the Company, other than increases in the base salary of non-officer employees in the ordinary course of business and consistent with past practice;
	(n) any adoption, amendment, modification, or termination of any bonus, profit-sharing, incentive, severance or other similar plan or any outstanding option, award, or benefit thereunder for the benefit of any of its directors, officers or employees;
	(o) entry by the Company into any joint venture, partnership or similar agreement with any person other than a Company Subsidiary; or
	(p) any authorization of, or commitment or agreement to take any of, the foregoing actions except as otherwise permitted by this Agreement.

A-15

---

Table of Contents

A-16

---

Table of Contents

A-17

---

Table of Contents

A-18

---

Table of Contents

A-19

---

Table of Contents

A-20

---

Table of Contents

A-21

---

Table of Contents

A-22

---

Table of Contents

	(i) any Contract pursuant to which the Company or any Company Subsidiary has granted to, or obtained from, a third party a license to any Company Intellectual Property;
	(ii) any Contract pursuant to which any agent, sales representative, distributor or other third party markets, licenses or sells any Company Product or any Contract that provides for an exclusive relationship with respect to any Company Product;
	(iii) any union Contract, or any employment, consulting, severance, termination, or indemnification Contract providing for future payments, written or oral, with any current or former officer or director or any other Contract with an officer or director;
	(iv) any joint venture Contract or similar arrangement or any other agreement not in the ordinary course of business;
	(v) any Contract with a stockholder or other Contract relating to any equity ownership or profit interest with the Company, the Company Subsidiaries or otherwise;
	(vi) any Contract involving or reasonably expected to involve revenues or costs (including capital expenditures) to the Company or otherwise involve payments or investment by the Company in excess of $100,000 which has not been terminated or performed in its entirety by the Company or any Company Subsidiary and not renewed;
	(vii) any Contract for the disposition or acquisition of any property or assets in excess of $10,000 and not made in the ordinary course of business;
	(viii) any Contract of the Company or any Company Subsidiary relating to the borrowing of money or an extension of credit;
	(ix) any Contract that provides for an express non-competition covenant with any person or in any geographic area and which limits the ability of the Company to compete in its current business lines or otherwise restricts the Company or the Company Subsidiaries from engaging in any line of business or to market or sell any products or services; or
	(x) any other Contract that is material to the Company or any Company Subsidiary.

A-23

---

Table of Contents

A-24

---

Table of Contents

A-25

---

Table of Contents

A-26

---

Table of Contents

A-27

---

Table of Contents

A-28

---

Table of Contents

	(a) amend or otherwise change their Certificate of Incorporation or Bylaws or other organizational documents;
	(b) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (i) any shares of capital stock of any class of the Company or any Company Subsidiary, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of the Company or any Company Subsidiary (except for the issuance of shares of Company Common Stock pursuant to the exercise of presently outstanding Company Options) or (ii) any assets of the Company or any Company Subsidiary, except for sales of inventory in the ordinary course of business and in a manner consistent with past practice;
	(c) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock;
	(d) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock;
	(e) acquire or agree to acquire (including, without limitation, by merger, consolidation or acquisition of stock or assets) (i) any corporation, partnership, limited liability company or other business organization or any division thereof or, (ii) any material amount of assets forming part of any such business organization or division;
	(f) except for trade payables incurred in the ordinary course of business and consistent with past practice, create, incur or assume any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans, advances or capital contributions to, or investments in, any other Person, or create, incur or assume any Encumbrance on any asset;
	(g) authorize, make or agree to make any capital expenditure or expenditures in excess of $15,000 individually or $50,000 in the aggregate;
	(h) except as otherwise provided in this Agreement, (i) increase in any manner the compensation of any of its directors, officers, employees, or consultants, or accelerate the payment of any such compensation; (ii) pay or accelerate or otherwise modify the payment, vesting, exercisability, or other feature or requirement of any bonus, pension, retirement allowance, severance, change of control, stock option, or other employee benefit to any such director, officer, employee or consultant other than pursuant to its current terms without any action by the Company; or (iii) except as

A-29

---

Table of Contents

	required by or applicable Law, commit itself to any additional or increased pension, profit-sharing, bonus, incentive, deferred compensation, group insurance, severance, change of control, retirement or other benefit plan, agreement, or arrangement, or any employment or consulting agreement, with or for the benefit of any person, or amend any of such plans or any of such agreements in existence on the date hereof (except any amendment required by Law or that would not materially increase benefits under the relevant plan);
	(i) alter or revise its accounting principles, procedures, methods or practices in any material respect (including, without limitation, procedures with respect to the payment of accounts payable and collection of accounts receivable) except as required by applicable Law or regulation or by a change in GAAP and concurred with by the Company’s and the Parent’s independent public accountants;
	(j) pay, discharge or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) in an amount in excess of $50,000 in the aggregate, other than the payment, discharge or satisfaction, in the ordinary course of business and consistent with past practice, of liabilities reported in the Company’s latest balance sheet filed with the SEC prior to the date of this Agreement, or subsequently incurred in the ordinary course of business and consistent in all material respects with past practice;
	(k) transfer or license to any person or entity or otherwise extend, amend or modify in any material respect any rights to Company Intellectual Property;
	(l) modify, amend or terminate any Company Material Agreement or waive, release or assign any material rights or claims thereunder;
	(m) enter into any development services, licensing, distribution, sales, sales representation or similar agreement or obligation with respect to any material Company Intellectual Property or enter into any contract of a character required to be disclosed by Section 3.18(a) other than such agreements entered into in the ordinary course of business consistent with past practices;
	(n) remove or permit to be removed from any building, facility, or real property any material equipment, fixture, vehicle, or other personal property or parts thereof, except in the ordinary course of business consistent with past practice;
	(o) institute, settle, or compromise any claim, action, suit, or proceeding pending or threatened by or against it, at law or in equity or before any Governmental Entity or any nongovernmental self-regulatory agency;
	(p) file an amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company or any Company Subsidiary, surrender any right to claim a refund or credit of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company or any Company Subsidiary, or take any other similar action, including making any election with respect to any Taxes, relating to the filing or any Tax Return or the payment of any Tax, if such amendment, agreement, settlement, surrender, consent, election or other action would have the effect of materially increasing the Tax liability of the Company or any Company Subsidiary or materially decreasing any Tax attribute of the Company or any Company Subsidiary at or after the Effective Time;
	(q) take, or agree to commit to take, or fail to take any action that would make any representation, warranty, covenant or agreement of the Company contained herein inaccurate or breached such that the conditions in Section 6.2(a) shall not be satisfied at, or as of any time prior to, the Effective Time; or
	(r) enter into, or publicly announce an intention to enter into, any agreement or consent to do any of the foregoing actions set forth in this Section 5.1.

A-30

---

Table of Contents

	(i) neither the Company nor its Representatives violated any of the restrictions set forth in this Section 5.2;
	(ii) the Company’s Board of Directors, after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, determines in good faith, by resolution duly adopted, that such action is required in order for the Company’s Board of Directors to comply with its fiduciary duties under applicable Law;
	(iii) prior to first furnishing nonpublic information to, or first entering into discussions and negotiations with, such Person after the date hereof, the Company (A) provides written notice of at least three (3) business days to the Parent to the effect that it intends to furnish information to, or enter into discussions or negotiations with, such Person, and naming and identifying the Person making the Acquisition Proposal, and (B) receives from such Person an executed confidentiality agreement with terms no less favorable to the Company than the Confidentiality Agreement; and
	(iv) the Company concurrently provides the Parent with all non-public information to be provided to such Person that the Parent has not previously received from the Company, the Company keeps the Parent reasonably informed of the status and the material terms and conditions and all other material developments with respect to any such discussions or negotiations, and the Company provides the Parent with copies of all material documents regarding such discussions and negotiations.

A-31

---

Table of Contents

	(i) the Company notifies the Parent in writing that it intends to take such action, which notice must identify the party making such proposal, set forth the material terms and conditions of such proposal, and have attached to it the most current version of any such written agreement;
	(ii) Parent shall not have proposed, within three (3) business days after receipt of such notice from the Company, to amend this Agreement to provide for terms as favorable as or superior to those of the Superior Proposal;
	(iii) provided the Parent has submitted a proposal to amend this Agreement as contemplated by subparagraph (ii) above, (A) for a period of three (3) business days after receipt of such proposal, the Company shall have reasonably considered and discussed in good faith all proposals submitted by the Parent and, without limiting the foregoing, met with, and caused its financial advisors and legal advisors to meet with, the Parent and its advisors from time to time as reasonably requested by the Parent to reasonably consider and discuss in good faith the Parent’s proposals; and (B) the Company’s Board of Directors in good faith determines, after consultation with its financial and legal advisors, that after taking into account any amendments to this Agreement proposed by the Parent as of the end of such three (3) business day negotiation, the Parent’s proposal is not at least as favorable to the stockholders of the Company as the Superior Proposal; and
	(iv) the Company did not violate the restrictions of this Section 5.2.

A-32

---

Table of Contents

A-33

---

Table of Contents

A-34

---

Table of Contents

A-35

---

Table of Contents

A-36

---

Table of Contents

	(a) No Injunction. None of the Parent, Merger Sub, or the Company shall be subject to any final Order of a court of competent jurisdiction within the United States that (i) prevents or materially delays the consummation of the Merger, or (ii) would impose any material limitation on the ability of the Parent effectively to exercise full rights of ownership of the Company or the assets or business of the Company.
	(b) Stockholder Approval. The Company Stockholder Approval shall have been obtained.
	(c) Registration Statement. The Registration Statement (as amended or supplemented) shall have become effective under the 1933 Act and shall not be subject to any “stop order,” and no action, suit, proceeding, or investigation by the SEC to suspend the effectiveness or qualification thereof shall have been initiated and be continuing or have been threatened and be unresolved. The Parent shall also have received all state securities Law or blue sky authorizations necessary to carry out the transactions contemplated hereby.

A-37

---

Table of Contents

	(d) Nasdaq Listing. The shares of Parent Common Stock to be delivered pursuant to the Merger shall have been duly listed on the Nasdaq National Market, subject to official notice of issuance.

	(a) Each representation and warranty of the Company contained in this Agreement, to the extent qualified by materiality (including a Company Material Adverse Effect qualification), shall have been true and correct in all respects and, to the extent not so qualified, shall have been true and correct in all material respects, in each case on and as of the date hereof and on the Closing Date as though made on and as of such date (except for representations and warranties made as of a specified date, which, to the extent qualified by materiality (including a Company Material Adverse Effect qualification), shall have been true and correct in all respects and, to the extent not so qualified, shall have been true and correct in all material respects, as the case may be, only as of the specified date), and the Parent shall have received a certificate to such effect signed by the Company’s Chief Executive Officer.
	(b) The Company shall have performed and complied in all material respects with all agreements, obligations, and conditions required by this Agreement to be performed or complied with by it on or prior to the Closing, and the Parent shall have received a certificate to such effect signed by the Company’s Chief Executive Officer.
	(c) The Company shall have obtained all permits, authorizations, consents, and approvals required on its part to perform its obligations under, and consummate the transactions contemplated by, this Agreement, in form and substance reasonably satisfactory to the Parent, and the Parent and Merger Sub shall have received evidence reasonably satisfactory to them of the receipt of such permits, authorizations, consents, and approvals.
	(d) There shall not be pending any suit, action or proceeding related directly or indirectly to the Merger, including without limitation any suit, action or process that seeks to restrain or prohibit the consummation of the Merger or to unwind the Merger after it has been consummated or seeks damages or other relief with respect to the Merger.
	(e) Parent shall have received from Perkins Coie LLP, counsel to Parent, a written opinion dated the Closing Date to the effect that for U.S. federal income tax purposes the Merger will constitute a “reorganization” within the meaning of Section 368(a) of the Code. In rendering such opinion, counsel to Parent shall be entitled to rely upon customary assumptions and representations reasonably satisfactory to such counsel, including representations set forth in certificates of officers of Parent, Merger Sub and the Company.
	(f) The Parent shall have received a letter from each of the Affiliates pursuant to Section 5.5 hereof.
	(g) The directors and officers (as identified by Parent) of the Company and of each Company Subsidiary shall have tendered their resignations as of the Effective Time.
	(h) Since the date of this Agreement, there shall not have occurred or come into existence any change, event, occurrence, state of facts or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and the Parent shall have received a certificate to such effect from the Company’s Chief Executive Officer.
	(i) All actions necessary to cause all Company Options and Company Stock Plans to terminate effective as of the Effective Time shall have been taken.
	(j) All actions necessary to cause all outstanding Rights (as defined in the Rights Plan) under the Rights Plan to expire immediately prior to the Effective Time and to render such Rights

A-38

---

Table of Contents

	inapplicable to Parent, Merger Sub, this Agreement, the Merger, the Agreements to Facilitate Merger and the other transactions contemplated by this Agreement and the Agreements to Facilitate Merger shall have been taken.
	(k) Holders of no more than five percent (5%) of the outstanding Company Common Stock shall have delivered a notice or notices of intent to demand payment in accordance with Section 262 of the DGCL.
	(l) Company shall have filed the 2004 Form 10-K within the time period allowed by Rule 12b-25, and such 2004 Form 10-K is identical to the form of 2004 Form 10-K provided to the Parent pursuant to Section 3.4(e), except as otherwise consented to in writing by Parent.
	(m) The Company shall have filed a report of the Company’s management report on its internal controls and the attestation given by the Company’s independent auditors in connection with such report with the 2004 Form 10-K or an amendment thereto within the time period allowed by the SEC’s rules, and any deficiencies in internal controls described in such report or attestation shall not be materially different from the deficiencies described in Section 3.5 of the Company Disclosure Schedule or otherwise disclosed in writing to, and acknowledged in writing as applicable to this condition by, the Parent prior to the execution of this Agreement, except for such differences as would not (i) have a Company Material Adverse Effect, (ii) have a material adverse impact on Parent or Parent’s ability to prepare its consolidated financial statements or comply with applicable legal or Nasdaq requirements or (iii) reasonably be expected to materially adversely affect Parent’s quantitative valuation of the Company.
	(n) FIRPTA documentation, including (A) a notice to the Internal Revenue Service, in accordance with the requirements of Treas. Reg. Section 1.897-2(h)(2), in substantially the form attached hereto as Exhibit 6.2(n)(A), dated as of the Closing Date and executed by the Company, together with written authorization for Parent to deliver such notice form to the Internal Revenue Service on behalf of the Company after the Closing, and (B) a FIRPTA Notification Letter, in substantially the form attached hereto as Exhibit 6.2(n)(B), dated as of the Closing Date and executed by the Company.

	(a) Each representation and warranty of the Parent contained in this Agreement, to the extent qualified by materiality (including a Parent Material Adverse Effect qualification), shall have been true and correct in all respects and, to the extent not so qualified, shall have been true and correct in all material respects, in each case on and as of the date hereof and on the Closing Date as though made on and as of such date (except for representations and warranties made as of a specified date, which, to the extent qualified by materiality (including a Parent Material Adverse Effect qualification), shall have been true and correct in all respects and, to the extent not so qualified, shall have been true and correct in all material respects, as the case may be, only as of the specified date), and the Company shall have received a certificate to such effect from a senior executive officer of the Parent.
	(b) The Parent and Merger Sub shall have performed and complied in all material respects with all agreements, obligations, and conditions required by this Agreement to be performed or complied with by them on or prior to the Closing, and the Company shall have received a certificate to such effect from a senior executive officer of the Parent.
	(c) The Parent and Merger Sub shall have obtained all permits, authorizations, consents, and approvals required on their part to perform their obligations under, and consummate the transactions contemplated by, this Agreement, in form and substance satisfactory to the Company, and the

A-39

---

Table of Contents

	Company shall have received evidence satisfactory to it of the receipt of such permits, authorizations, consents, and approvals.
	(d) Since the date of this Agreement, there shall not have occurred or come into existence any change, event, occurrence, state of facts or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, and the Company shall have received a certificate to such effect from a senior executive officer of the Parent.
	(e) The Company shall have received from Hunton & Williams, LLP, counsel to the Company, a written opinion dated the Closing Date to the effect that for U.S. federal income tax purposes the Merger will constitute a “reorganization” within the meaning of Section 368(a) of the Code, provided that if Hunton & Williams LLP does not render such opinion, this condition shall nonetheless be satisfied if Perkins Coie LLP delivers such opinion to the Company. In rendering such opinion, counsel to the Company shall be entitled to rely upon customary assumptions and representations reasonably satisfactory to such counsel, including representations set forth in certificates of officers of Parent, Merger Sub and the Company.

	(a) by mutual written consent duly authorized by the Board of Directors of the Parent and the Company;
	(b) by either the Parent or the Company if the Merger shall not have been consummated on or before the date that is six (6) months after the date hereof; provided, however, that the terminating party shall not have breached in any material respect its obligations under this Agreement in any manner that shall have been the proximate cause of, or resulted in, the failure to consummate the Merger by such date;
	(c) by either the Parent or the Company if a Governmental Entity has issued a final nonappealable Order, or taken any other action, having the effect of permanently restraining, enjoining, or otherwise prohibiting the Merger;
	(d) by either the Parent or the Company if, at the Company Stockholders Meeting, the Company Stockholder Approval is not obtained, except that the right to terminate this Agreement under this Section 7.1(d) shall not be available to any party whose failure to perform any material obligation under this Agreement has been the proximate cause of, or resulted in, the failure to obtain the Company Stockholder Approval;
	(e) by the Parent if either (i) the Company has breached its obligations under Sections 5.2 or 5.3 in any material respect, (ii) the Company’s Board of Directors has recommended, approved, accepted, or entered into an agreement regarding, an Acquisition Proposal or has not rejected an Acquisition Proposal within ten (10) business days following the receipt by the Company of a written Acquisition Proposal, (iii) the Company’s Board of Directors has withdrawn or modified in a manner adverse to the Parent its unanimous recommendation of the Merger or has failed to recommend the Merger in the Proxy/ Prospectus, or (iv) a tender offer or exchange offer for 15% or more of the outstanding shares of Company Common Stock is commenced, and the Company’s Board of Directors, within ten (10) business days after such tender offer or exchange offer is so commenced, either fails to recommend against acceptance of such tender offer or exchange offer by its stockholders or takes no position with respect to the acceptance of such tender offer or exchange offer by its stockholders;

A-40

---

Table of Contents

	(f) by the Company if, prior to obtaining the Company Stockholder Approval, (i) it has complied with its obligations under Section 5.2(including subsections (f)(i)-(iii) thereof); (ii) the Company’s Board of Directors has authorized acceptance of a Superior Proposal thereunder, and (iii) the Company has paid to the Parent the fee required by Section 7.2 to be paid to the Parent in the manner therein provided;
	(g) by the Parent if (i) the Parent is not in material breach of its obligations under this Agreement and (ii) there has been a breach (A) by the Company of any of its representations, warranties, or obligations under this Agreement (other than breaches covered by subsection (e)(i) above), or (B) by an officer or director of the Company under such person’s Agreement to Facilitate Merger described in Section 5.14, in each case such that the conditions in Section 6.2 shall not be satisfied, and the breach is not curable or, if curable, is not cured by the Company by within thirty (30) calendar days after receipt by the Company of written notice from the Parent of such breach; or
	(h) by the Company if (i) the Company is not in material breach of its obligations under this Agreement and (ii) there has been a breach by the Parent of any of its representations, warranties, or obligations under this Agreement such that the conditions in Section 6.3 shall not be satisfied, and the breach is not curable or, if curable, is not cured by the Parent within thirty (30) calendar days after receipt by the Parent of written notice from the Company of such breach.

	(i) (A) this Agreement is terminated by the Parent or the Company pursuant to Section 7.1(d), (B) at or prior to the Company Stockholders Meeting there shall have been publicly disclosed one or more Acquisition Proposals other than the proposal contemplated by this Agreement, and (C) within 12 months of the date of such termination, the Company shall have entered into an agreement providing for an Acquisition Proposal with a person (or their Affiliate) that made an Acquisition Proposal described in clause (B) of this subsection, then the Company shall pay the Parent a fee in the amount of $1,400,000 (the “Termination Fee”), payable upon the same date the Company enters into an agreement providing for an Acquisition Proposal;
	(ii) this Agreement is terminated by the Parent pursuant to Section 7.1(e), then the Company shall pay the Parent the Termination Fee, payable within one business day after termination by the Parent; and
	(iii) this Agreement is terminated by the Company pursuant to Section 7.1(f), then the Company shall pay the Parent the Termination Fee, payable on or prior to the date of termination.

A-41

---

Table of Contents

	(a) “Acquisition Proposal” shall mean any inquiry, offer or proposal, or any indication of interest in making any offer or proposal, relating to (i) a possible transaction or series of related transactions pursuant to which any Person or “group” (as used in Section 13(d) of the Exchange Act) acquires 15% or more of the outstanding shares of the Company’s capital stock, including without limitation by a tender offer or an exchange offer which, if consummated, would result in any Person acquiring 15% or more of the outstanding shares of the Company’s capital stock, (ii) a possible merger or other business combination involving the Company or Company Subsidiaries, or (iii) any other transaction pursuant to which any Person might acquire control ( by way of sale, lease, license, liquidation, dissolution or otherwise) of assets (including for this purpose the outstanding equity securities of any Company Subsidiary) of the Company (x) having a fair market value equal to 10% or more of the fair value of all of the consolidated assets of the Company immediately prior to such a transaction, (y) constituting the credit card business of the Company, or (z) otherwise material to the Company; provided, however, that the term “Acquisition Proposal” shall not include the Merger and the other transactions contemplated by this Agreement.
	(b) “Affiliate” shall mean, in relation to any party hereto, any entity directly or indirectly controlling, controlled by or under common control with such party.
	(c) “COBRA” shall mean the health care continuation provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations, rulings and other pronouncements issued thereunder.
	(d) “Company Intellectual Property” shall mean all Intellectual Property used in, developed for use in, or necessary to the conduct of the business of the Company and the Company Subsidiaries as it is currently conducted or as it is contemplated to be conducted.
	(e) “Company Material Adverse Effect” shall mean any effect, change, event, circumstance or condition that, individually or in the aggregate with all similar effects, changes, events, circumstances or conditions, is or would reasonably be expected to: (i) have a material adverse effect on the business, operations, assets, properties, results of operations or financial condition of the Company and the Company Subsidiaries taken as a whole; (ii) prevent or materially delay the consummation of the Merger or otherwise have a material adverse effect on the ability of the Company to perform its obligations under this Agreement; or (iii) have a material adverse effect on the ability of the Surviving Corporation or the Parent to conduct such business following the Effective Time or the ability of the Parent to exercise full rights of ownership of the Company or its assets or business. Notwithstanding anything to the contrary contained in the foregoing, none of the following shall be

A-42

---

Table of Contents

	deemed, individually or in the aggregate, to constitute a Company Material Adverse Effect: (A) a decrease in the market price of the Company Common Stock or its removal of listing from Nasdaq SmallCap Market, in each case, in and of itself or (B) any change, event, violation or inaccuracy directly attributable to any of the following: (1) any actions taken by the Company at the written request or direction, following the date of this Agreement, of the Parent, or (2) a general decline in the financial markets in the United States.
	(f) “Company Option” shall mean any option to purchase shares of Company Common Stock or other equity securities of the Company, including, without limitation, any option granted under the Company Stock Plans and any option granted under the ESPP.
	(g) “Company Products” shall mean all software and other products produced, manufactured, marketed or distributed at any time by the Company or any Company Subsidiary.
	(h) “Company Stock Plans” shall mean any stock option plan, restricted stock plan, or other similar program or agreement, including, without limitation, the Company’s 1996 Incentive Plan, Merger Stock Incentive Plan, Non-Employee Directors’ Stock Option Plan, 1998 Chief Executive Officer’s Plan and ESPP, to which the Company or any Company Subsidiary is a party or which is maintained by the Company or any Company Subsidiary and pursuant to which the Company has granted options to purchase shares of Company Common Stock or awards of Company Common Stock.
	(i) “Company Subsidiary” shall mean each individual subsidiary of the Company.
	(j) “Confidentiality Agreement” shall mean the Mutual Confidentiality Agreement, dated February 25, 2005, between the Company and the Parent.
	(k) “Contract” shall mean any contract, agreement, consensual obligation, promise or undertaking, whether written or oral and whether express or implied.
	(l) “Delaware Law” shall mean the General Corporation Law of the State of Delaware and the Delaware Constitution.
	(m) “Employee Benefit Plans” shall mean any retirement, pension, profit sharing, deferred compensation, stock bonus, savings, bonus, incentive, cafeteria, medical, dental, vision, hospitalization, life insurance, accidental death and dismemberment, medical expense reimbursement, dependent care assistance, tuition reimbursement, disability, sick pay, holiday, vacation, severance, change of control, stock purchase, stock option, restricted stock, phantom stock, stock appreciation rights, fringe benefit or other employee benefit plan, fund, policy, program, contract, arrangement or payroll practice of any kind (including any “employee benefit plan,” as defined in Section 3(3) of ERISA) or any employment, consulting or personal services contract, whether written or oral, qualified or nonqualified, funded or unfunded, or domestic or foreign, (i) sponsored, maintained or contributed to by the Company or any Company Subsidiary or to which the Company or any Company Subsidiary is a party, (ii) covering or benefiting any current or former officer, employee, agent, director or independent contractor of the Company or any Company Subsidiary (or any dependent or beneficiary of any such individual), or (iii) with respect to which the Company or any Company Subsidiary has (or could have) any obligation or liability.
	(n) “Encumbrance” shall mean any charge, claim, condition, equitable interest, lien, option, pledge, security interest, mortgage, right of way, easement, encroachment, servitude, right of first option, right of first refusal or similar restriction, including any restriction on use, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.
	(o) “Environmental Laws” shall mean any Law relating to pollution or protection of human or worker health or safety or the environment (including ambient air, surface water, ground water, land surface or subsurface strata), including Laws relating to Environmental Releases or threatened Environmental Releases of Hazardous Materials, or otherwise relating to the manufacture, processing,

A-43

---

Table of Contents

	distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as in effect on the date hereof.
	(p) “Environmental Release” shall mean any release, spill, emission, leaking, injection, deposit, disposal, discharge, dispersal, leaching or migration into the atmosphere, soil, surface water or groundwater.
	(q) “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and the regulations, rulings and other pronouncements issued thereunder.
	(r) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.
	(s) “Exchange Ratio” shall mean the quotient obtained by dividing (x) 4,918,032.78689 by (y) the total of the number of shares of Company Common Stock outstanding immediately prior to the Closing plus the number of shares of Company Common Stock that would have been issuable upon exercise of any Company Option that may be, by virtue of any amendment to the Company Option, exercisable for Parent Common Stock after the Effective Time, rounded to the nearest one-hundred thousandth (0.00001) (with amounts of 0.000005 and above rounded up).
	(t) “GAAP” shall mean accounting principles generally accepted in the United States, applied on a consistent basis.
	(u) “Governmental Entity” shall mean any United States or non-United States federal, national, state or local governmental or quasi-governmental, administrative, regulatory or judicial court, department, commission, agency, board, bureau, instrumentality or other authority.
	(v) “Hazardous Materials” shall mean: (i) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, and transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyls above regulated levels and radon gas; (ii) any chemicals, materials or substances which are now defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” or words of similar import, under any Environmental Law; and (iii) any other chemical, material, substance or waste, exposure to which as of the date hereof is prohibited, limited or regulated by any Governmental Entity.
	(w) “HIPAA” shall mean the means the Health Insurance Portability and Accountability Act of 1997, as amended, and the regulations, rulings and other pronouncements issued thereunder.
	(x) “Intellectual Property” shall mean all rights in patents, patent applications, trademarks (whether registered or not), trademark applications, service mark registrations and service mark applications, trade names, trade dress, logos, slogans, tag lines, uniform resource locators, Internet domain names, Internet domain name applications, corporate names, copyright applications, registered copyrighted works and commercially significant unregistered copyrightable works (including proprietary software, books, written materials, prerecorded video or audio tapes, and other copyrightable works), technology, software, trade secrets, know-how, technical documentation, specifications, data, designs and other intellectual property and proprietary rights, other than off-the-shelf computer programs.
	(y) “IRS” shall mean the United States Internal Revenue Service.
	(z) “Knowledge” shall mean with respect to the Company, the Parent or Merger Sub the knowledge actually possessed, or which, upon the exercise of reasonable due diligence, could be possessed, by any current director or officer of the Company, the Parent or Merger Sub, as the case may be.
	(aa) “Law” shall mean any constitution, law, ordinance, principle of common law, code, regulation, statute or treaty of any Governmental Entity.

A-44

---

Table of Contents

	(bb) “Nasdaq” shall mean the Nasdaq National Market or the Nasdaq SmallCap Market, as applicable.
	(cc) “Order” shall mean any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Entity or arbitrator.
	(dd) “Parent Average Stock Price” shall mean the average closing sale price of one share of Parent Common Stock as reported on Nasdaq for the twenty (20) consecutive trading days ending on and including the third Nasdaq trading day preceding the Closing Date.
	(ee) “Parent Material Adverse Effect” shall mean any effect, change, event, circumstance or condition that, individually or in the aggregate with all similar effects, changes, events, circumstances or conditions, is or would reasonably be expected to: (i) have a material adverse effect on the business, operations, assets, properties, results of operations, or financial condition of the Parent and its subsidiaries, considered as a whole, or (ii) prevent or materially delay the consummation of the Merger or otherwise have a material adverse effect on the ability of the Parent to perform its obligations under this Agreement. Notwithstanding anything to the contrary contained in the foregoing, none of the following shall be deemed, individually or in the aggregate, to constitute a Parent Material Adverse Effect: (A) a change in the market price of the Parent Common Stock, in and of itself or (B) any change, event, violation or inaccuracy directly attributable to any of the following (1) any actions taken by the Parent at the written request or direction, following the date of this Agreement, of the Company, or (2) a general decline in the financial markets in the United States.
	(ff) “Per Share Cash Consideration” shall mean the quotient obtained by dividing (x) the sum of (1) $4,500,000, plus (2) any cash received upon the exercise of the outstanding Company Options or Company Warrants prior to the Effective Time, less (3) any other amounts necessary to terminate Company Options in accordance with this Agreement and less (4) an amount mutually determined by the Parent and the Company with respect to contingencies of the Company, such amount to not exceed $275,000 by (y) the total number of shares of Company Common Stock outstanding immediately prior to the Closing, rounded to the nearest one-hundred thousandth (0.00001) (with amounts of 0.000005 and above rounded up).
	(gg) “Permits” shall mean registrations, franchises, grants, authorizations (including marketing authorizations), licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Entity necessary for each of the Company or the Company Subsidiaries to manufacture, market, sell or distribute the Company’s products or to own, lease and operate its properties or to carry on its business as it is now being conducted.
	(hh) “Person” shall mean a natural person, corporation, limited liability company, association, joint stock company, trust, partnership, governmental entity, agency or branch or department thereof, or any other legal entity.
	(ii) “Related Party” shall mean any officer, director or beneficial owner of more than 5% of the outstanding voting securities of the Company or any Company Subsidiary (or any entity of which such person is an officer, director or beneficial owner of more than 5% of such entity’s outstanding voting securities).
	(jj) “SEC” shall mean the Securities and Exchange Commission.
	(kk) “Securities Act” shall mean the Securities Act of 1933, as amended.
	(ll) “Superior Proposal” shall mean an unsolicited, bona fide written Acquisition Proposal by a third party for all of the outstanding shares of the capital stock or all of the voting power of the Company (x) which each member of the Company’s Board of Directors reasonably determines in good faith, by resolution duly adopted, to be more favorable to the Company’s stockholders than the Merger, after consultation with outside legal counsel and a financial advisor of nationally recognized reputation, from a financial point of view and, in addition, taking into account all the terms and

A-45

---

Table of Contents

	conditions of the Acquisition Proposal and this Agreement, and all legal, financial, regulatory and other aspects of such Acquisition Proposal deemed relevant by the Company’s Board of Directors, including the Termination Fee, (y) for which financing, to the extent required, is then committed and (z) which is reasonably likely to be consummated, within a period of time not materially longer in duration that the period of time reasonably believed to be necessary to consummate the Merger, on the terms set forth.
	(mm) “Tax” (and, with correlative meaning, “Taxes” and “Taxable”) shall mean (i) any net income, alternative or add-on minimum tax, gross income, estimated, gross receipts, sales, use, ad valorem, value added, transfer, franchise, capital stock, profits, license, registration, withholding, payroll, social security (or equivalent), employment, unemployment, disability, excise, severance, stamp, occupation, premium, property (real, tangible or intangible), environmental or windfall profit tax, custom duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or any penalty, addition to tax or additional amount (whether disputed or not) imposed by any Governmental Entity responsible for the imposition of any such tax (domestic or foreign), (ii) any liability for the payment of any amounts of the type described in clause (i) of this sentence as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any Taxable period, and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) of this sentence as a result of being a transferee of or successor to any Person or as a result of any express or implied obligation to assume such Taxes or to indemnify any other Person.
	(nn) “Tax Return” shall mean any return, statement, report or form (including estimated Tax returns and reports, withholding Tax returns and reports, any schedule or attachment, and information returns and reports) required to be filed with respect to Taxes.

Defined Term		Section
2004 Form 10-K		3.4(e)
Agreement		First Paragraph
Agreements to Facilitate Merger		5.14
Cancelled Shares		2.1(b)
Cash Consideration		2.1(c)
Certificate of Merger		1.3
Certificate(s)		2.3(b)
Closing		1.2
Closing Date		1.2
Code		Third Recital
Company		First Paragraph
Company Common Stock		Second Recital
Company Disclosure Schedule		Article 3
Company Material Agreements		3.19(b)
Company Preferred Stock		3.3(a)
Company SEC Reports		3.4(a)
Company Securities		3.3(a)
Company Stockholder Approval		5.3(a)
Company Stockholders Meeting		5.3(a)
Company Warrant		2.5
DGCL		2.2(a)

A-46

---

Table of Contents

Defined Term		Section
Dissenting Shares		2.2(a)
Effective Time		1.3
ESPP		3.3(a)
Exchange Agent		2.3(a)
Exchange Fund		2.3(a)
Merger		Second Recital
Merger Consideration		2.1(c)
Merger Sub		First Paragraph
Merger Sub Common Stock		2.1(a)
Option Consideration		2.4
Parent		First Paragraph
Parent Common Stock		Second Recital
Parent SEC Reports		4.3(a)
Parent Warrant		2.5
Proxy Statement/ Prospectus		3.6
Registration Statement		5.3(b)
Representatives		5.2(a)
Subsidiary Securities		3.3(d)
Surviving Corporation		1.1
Tax		3.18
Termination Fee		7.2(a)(i)

A-47

---

Table of Contents

	(a) if to the Parent or Merger Sub, to it at:

	CORILLIAN CORPORATION
	3400 N.W. John Olsen Place
	Hillsboro, OR 97124-5805
	Fax: (503) 617-3911
	Attention: Alex Hart

	with a copy (which shall not constitute notice) to:

	Perkins Coie LLP
	1120 NW Couch Street, 10th Floor
	Portland, Oregon 97209
	Fax: (503) 727-2222
	Attention: Roy Tucker

	(b) If to the Company, to it at:

	INTELIDATA TECHNOLOGIES CORPORATION
	11600 Sunrise Valley Drive, Suite 100
	Reston, VA 20191
	Fax: (703) 259-3026
	Attention: Al Dominick

	with a copy (which shall not constitute notice) to:

	Hunton & Williams, LLP
	Bank of America Plaza, Suite 4100
	600 Peachtree Street, N.E.
	Atlanta, Georgia 30308-2216
	Fax: (404) 888-4190
	Attention: David Carter

A-48

---

Table of Contents

A-49

---

Table of Contents

	CORILLIAN CORPORATION

	By:	/s/ ALEX HART

	Name: Alex Hart

	Title:	President

	WIZARD ACQUISITION CORPORATION

	By:	/s/ ALEX HART

	Name: Alex Hart
	Title:   President
	INTELIDATA TECHNOLOGIES CORPORATION

	By:	/s/ ALFRED S. DOMINICK, JR.

	Name: Alfred S. Dominick, Jr.
	Title:   Chief Executive Officer

A-50

---

Table of Contents

	1.1.     “Exchange Act” means the Securities Exchange Act of 1934, as amended.
	1.2.     “Expiration Time” shall mean the earlier to occur of (i) the Effective Time (as such term is defined in the Merger Agreement) of the Merger and (ii) the termination of the Merger Agreement pursuant to Article 7 thereof.
	1.3.     “Person” means any individual, corporation, limited liability company, partnership, trust or other entity or governmental authority.
	1.4.     “Shares” means: (a) all equity securities of the Company (including all shares of common stock or preferred stock, and all options, warrants and other rights to acquire shares of common stock or preferred stock) beneficially owned (as defined in Rule 13d-3 under the Exchange Act) by Stockholder as of the date of this Agreement and (b) all additional equity securities of the Company (including all additional shares of common stock or preferred stock, and all additional options, warrants and other rights to acquire shares of common stock or preferred stock) over which Stockholder acquires beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) during the period from the date of this Agreement through the Expiration Time.
	1.5.     A Person shall be deemed to have effected a “Transfer” of a security if such Person directly or indirectly: (a) sells, assigns, pledges, encumbers, grants an option with respect to, transfers, distributes or disposes of (by gift, operation of law or otherwise) such security or any interest in such security (except that the exercise of an option to purchase Shares by Stockholder shall not be deemed a Transfer); (b) enters into an agreement or commitment providing for the sale of, assignment of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of (by

B-1

---

Table of Contents

	operation of law or otherwise) such security or any interest therein; or (c) tenders, or agrees or commits to tender, any Shares in a tender offer, exchange offer, or like transaction.
	1.6.     All other capitalized terms not defined in this Agreement shall have the meanings accorded them in the Merger Agreement.

	2.1.     Transfer and Encumbrance. Stockholder shall not (except as may be specifically required by court order) Transfer any of the Shares or make any offer or agreement relating thereto at any time prior to the Expiration Time; provided, however, that nothing in this Agreement shall restrict Stockholder from (a) exercising any options to acquire shares of Company Common Stock, or (b) effecting any Transfer of the Shares (i) by will or applicable laws of descent and distribution or (ii) to any member of the immediate family of Stockholder, or to any trust the beneficial ownership of which is held by Stockholder or any such family member (each a “Permitted Transferee”), so long as such Permitted Transferee agrees in writing, in form and substance reasonably satisfactory to Acquiror, to be bound by the terms of this Agreement to the same extent as Stockholder is bound. Any purported Transfer in violation of this Agreement shall be null and void.
	2.2.     Voting Rights. Stockholder shall not (except as may be specifically required by court order) deposit (or permit the deposit of) any of the Shares in a voting trust or grant any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of Stockholder under this Agreement at any time prior to the Expiration Time.

B-2

---

Table of Contents

	11.1.     Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
	11.2.     Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without the prior written consent of the other.
	11.3.     Amendments and Modification. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto.
	11.4.     Specific Performance; Injunctive Relief. The parties hereto acknowledge that Acquiror will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Acquiror upon any such violation, Acquiror shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Acquiror at law or in equity.
	11.5.     Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and sufficient if delivered in person, by cable, telegram or telecopy, or sent by mail

B-3

---

Table of Contents

	(registered or certified mail, postage prepaid, return receipt requested) or overnight courier (prepaid) to the respective parties as follows:
	If to Acquiror:

	CORILLIAN CORPORATION
	3400 N.W. John Olsen Place
	Hillsboro, OR 97124-5805
	Fax: (503) 617-3911
	Attention: Alex Hart

	with a copy (which shall not constitute notice) to:

	Perkins Coie LLP
	1120 NW Couch Street, 10th Floor
	Portland, OR 97209
	Fax: (503) 727-2222
	Attention: Roy W. Tucker

	If to Stockholder:

	To the address for notice set forth on the signature page hereof.

B-4

---

Table of Contents

B-5

---

Table of Contents

	CORILLIAN CORPORATION

	By:

	Name:
	Title:
	STOCKHOLDER
	Name:
	Address:
	Shares beneficially owned as of the date hereof:

		[                    ] shares of InteliData Technologies Corporation Common Stock

	Form of beneficial ownership:

		[                    ] shares are currently held directly; [                    ] shares are currently subject to outstanding options.

B-6

---

Table of Contents

---

Table of Contents

	•	Reviewed the Agreement.
	•	Reviewed certain business, financial, and other information regarding each of Parent and Company that was publicly available.
	•	Reviewed certain business, financial, and other information regarding Parent that was furnished to us by the management of Parent, and discussed such information with Parent’s management.
	•	Reviewed certain business, financial, and other information regarding the Company that was furnished to us by the management of the Company, and discussed such information with the Company’s management.
	•	Participated in discussions and negotiations among representatives of Parent and the Company.

C-1

---

Table of Contents

	•	Reviewed the current and historical market prices of Parent Common Stock and Company Common Stock.
	•	Compared the publicly available business, financial, and other information regarding each of Parent and the Company with similar information regarding certain other publicly traded companies that we deemed relevant.
	•	Compared the proposed financial terms of the Merger with the financial terms of certain other business combinations and transactions that we deemed relevant.
	•	Developed discounted cash flow models for Parent based on Parent management’s estimates.
	•	Reviewed the potential pro forma impact of the Merger on Parent’s financial statements.
	•	Analyzed the premiums paid in certain other business combinations and transactions that we deemed relevant.
	•	Considered such other information as well as financial, economic and market criteria that we deemed to be relevant.
	•	Performed such other analyses and performed such other services as we deemed appropriate.

C-2

---

Table of Contents

	Very truly yours,
	/s/ Wachovia Capital Markets, LLC
	WACHOVIA CAPITAL MARKETS, LLC

C-3

---

Table of Contents

	(1) Provided, however, that no appraisal rights under this section shall be available for the shares of any class or series of stock, which stock, or depository receipts in respect thereof, at the record date fixed to determine the stockholders entitled to receive notice of and to vote at the meeting of stockholders to act upon the agreement of merger or consolidation, were either (i) listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or (ii) held of record by more than 2,000 holders; and further provided that no appraisal rights shall be available for any shares of stock of the constituent corporation surviving a merger if the merger did not require for its approval the vote of the stockholders of the surviving corporation as provided in subsection (f) of §251 of this title.
	(2) Notwithstanding paragraph (1) of this subsection, appraisal rights under this section shall be available for the shares of any class or series of stock of a constituent corporation if the holders thereof are required by the terms of an agreement of merger or consolidation pursuant to §§251, 252, 254, 257, 258, 263 and 264 of this title to accept for such stock anything except:

	a. Shares of stock of the corporation surviving or resulting from such merger or consolidation, or depository receipts in respect thereof;
	b. Shares of stock of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger or consolidation will be either listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. or held of record by more than 2,000 holders;
	c. Cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a. and b. of this paragraph; or
	d. Any combination of the shares of stock, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in the foregoing subparagraphs a., b. and c. of this paragraph.

D-1

---

Table of Contents

	(3) In the event all of the stock of a subsidiary Delaware corporation party to a merger effected under §253 of this title is not owned by the parent corporation immediately prior to the merger, appraisal rights shall be available for the shares of the subsidiary Delaware corporation.

	(1) If a proposed merger or consolidation for which appraisal rights are provided under this section is to be submitted for approval at a meeting of stockholders, the corporation, not less than 20 days prior to the meeting, shall notify each of its stockholders who was such on the record date for such meeting with respect to shares for which appraisal rights are available pursuant to subsection (b) or (c) hereof that appraisal rights are available for any or all of the shares of the constituent corporations, and shall include in such notice a copy of this section. Each stockholder electing to demand the appraisal of such stockholder’s shares shall deliver to the corporation, before the taking of the vote on the merger or consolidation, a written demand for appraisal of such stockholder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such stockholder’s shares. A proxy or vote against the merger or consolidation shall not constitute such a demand. A stockholder electing to take such action must do so by a separate written demand as herein provided. Within 10 days after the effective date of such merger or consolidation, the surviving or resulting corporation shall notify each stockholder of each constituent corporation who has complied with this subsection and has not voted in favor of or consented to the merger or consolidation of the date that the merger or consolidation has become effective; or
	(2) If the merger or consolidation was approved pursuant to §228 or §253 of this title, then, either a constituent corporation before the effective date of the merger or consolidation, or the surviving or resulting corporation within 10 days thereafter, shall notify each of the holders of any class or series of stock of such constituent corporation who are entitled to appraisal rights of the approval of the merger or consolidation and that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of this section. Such notice may, and, if given on or after the effective date of the merger or consolidation, shall, also notify such stockholders of the effective date of the merger or consolidation. Any stockholder entitled to appraisal rights may, within 20 days after the date of mailing of such notice, demand in writing from the surviving or resulting corporation the appraisal of such holder’s shares. Such demand will be sufficient if it reasonably informs the corporation of the identity of the stockholder and that the stockholder intends thereby to demand the appraisal of such holder’s shares. If such notice did not notify stockholders of the effective date of the merger or consolidation, either (i) each such constituent corporation shall send a second notice before the effective date of the merger or consolidation notifying each of the holders of any class or series of stock of such constituent corporation that are entitled to appraisal rights of the effective date of the merger or consolidation or (ii) the surviving or resulting corporation shall send such a second notice to all such holders on or within 10 days after such effective date; provided, however, that if such second notice is sent more than 20 days following the sending of the first notice, such second notice need only be sent to each stockholder who is entitled to appraisal rights and who has demanded appraisal of such holder’s shares in accordance with this subsection. An affidavit of the secretary or assistant secretary or of the transfer agent of the corporation that is required to give either notice that such notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein. For purposes of determining the stockholders entitled to receive either notice, each constituent corporation may fix, in advance, a record date that shall be not more than 10 days prior to the date the notice is given,

D-2

---

Table of Contents

	provided, that if the notice is given on or after the effective date of the merger or consolidation, the record date shall be such effective date. If no record date is fixed and the notice is given prior to the effective date, the record date shall be the close of business on the day next preceding the day on which the notice is given.

D-3

---

Table of Contents

D-4

---

Table of Contents

Item 20.	Indemnification of Directors and Officers.

Item 21.	Exhibits and Financial Statement Schedules.

II-1

---

Table of Contents

Item 22.	Undertakings.

	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act.
	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

	(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-2

---

Table of Contents

II-3

---

Table of Contents

	Corillian Corporation

	By:	/s/ Alex P. Hart

	Alex P. Hart
	President, Chief Executive Officer

Signature				Capacities
/s/ Alex P. Hart   Alex P. Hart				Chief Executive Officer and Director Principal Executive Officer
/s/ Paul K. Wilde   Paul K. Wilde				Chief Financial Officer Principal Financial and Accounting Officer
/s/ Robert G. Barrett   Robert G. Barrett				Director
/s/ Eric Dunn   Eric Dunn				Director
/s/ Tyree B. Miller   Tyree B. Miller				Director
/s/ Ravi Mohan   Ravi Mohan				Director
/s/ James R. Stojak   James R. Stojak				Director
/s/ Jay N. Whipple III   Jay N. Whipple III				Director

---

Table of Contents

	2	.1		Agreement and Plan of Merger by and among Corillian Corporation, Wizard Acquisition Corporation and InteliData Technologies Corporation dated as of March 31, 2005 (included as Appendix A to this proxy statement/ prospectus and incorporated herein by reference). (Pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC, the annex, exhibits and schedules to the Agreement and Plan of Merger have been omitted. Such annex, exhibits and schedules are described in the Agreement and Plan of Merger. Corillian hereby agrees to furnish to the SEC, upon its request, any or all of such omitted annex, exhibits or schedules.)
	3	.1		Restated Articles of Incorporation of Corillian Corporation.
	3	.2		Restated Bylaws of Corillian Corporation.
	4	.1		Form of Stock Certificate (incorporated by reference to Exhibit 4.1 of Corillian’s Form S-1, as amended, File No. 333-95513).
	5	.1		Opinion and consent of Perkins Coie LLP as to the validity of the securities being registered.*
	8	.1		Opinion and consent of Perkins Coie LLP regarding the federal income tax consequences of the merger.*
	8	.2		Opinion and consent of Hunton & Williams LLP regarding the federal income tax consequences of the merger.*
	9	.1		Form of Agreement to Facilitate Merger (incorporated by reference to Corillian’s Current Report on Form 8-K filed April 1, 2005).
	21	.1		Subsidiaries of Corillian Corporation (incorporated by reference to Corillian’s Annual Report on Form 10-K for the year ended December 31, 2004).
	23	.1		Consent of KPMG LLP, independent registered public accounting firm, regarding the audited financial statements and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 and the effectiveness of internal control over financial reporting as of December 31, 2004, of Corillian Corporation.
	23	.2		Consent of Deloitte & Touche LLP, independent registered public accounting firm, regarding the audited financial statements and management’s report on the effectiveness of internal control over financial reporting, of InteliData Technologies Corporation.
	23	.3		Consent of Perkins Coie LLP (included in Exhibits 5.1 and 8.1 hereto).*
	23	.4		Consent of Hunton & Williams LLP (included in Exhibit 8.2 hereto).*
	24	.1		Powers of Attorney (contained on page II-4).
	99	.1		Form of Proxy Card of InteliData Technologies Corporation.
	99	.2		Letter of Transmittal.*
	99	.3		Consent of Wachovia Securities.

*	To be filed by amendment.