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Cardmember Agreement

Here is your new Cardmember Agreement (the "Agreement"). It is the contract between you and us regarding your credit
card account (the "Account"). This Agreement is being sent to you and each Authorized User so that each of you is aware of
the terms that apply to use of the Account and Cards. This agreement is effective as soon as you, or any of your Authorized
Users, activate the Card or use the Account. It also applies if you have not closed your Account within 30 days after we issue
the card(s).

Definitions:

We have provided a glossary containing definitions of the terms used in this Agreement. Our definitions rely heavily on, but
deviate slightly from, the definitions used by the Consumer Financial Protection Bureau (CFPB) in connection with its
December 2011 prototype credit card agreement.

Rates and Fees Table:

This agreement references a separate document entitled Rates and Fees Table that explains the different APR's and fees
that apply to your account. Such Rates and Fees Table is made a part of this Agreement between us.

1. ACCESSING AND USING YOUR ACCOUNT

Generally. Your Account can be accessed by a Card issued to you or issued to any Authorized User. Your Account may only
be used for personal, family or household purposes. Your Account may not be used for illegal purposes, and it may not be
used for internet gambling, or marijuana Purchases even if legal. You are responsible for any use of and Charges to your
Account by you and/or your Authorized User(s), even if the use or Charge is prohibited by this Agreement.

Authorized User: Notify Us if you want to add or remove an Authorized User on your Account. We will ask you certain
identifying information about the Authorized User before adding them to the Account. We reserve the right to remove any
Authorized User at any time. Any Authorized User you add must follow all of the terms of use of this Account which apply to
you, and a failure by any Authorized User to follow such provisions, will be deemed a failure by you to adhere to such
provisions.

Communications with an Authorized User: You agree we may share certain information with an Authorized User regarding
your Account in order to effectively administer your Account, including transaction verifications, digital wallet verifications,
fraud disputes, and similar security type verifications involving use of your Account by the Authorized User. We will not share
information beyond what we believe is necessary.

Joint Accounts. If more than one person applied for or is liable on the Account, we may send any communications to either
of you, we may disclose information about the Account to either of you, and we may accept instructions from either of you
(even if you have a disagreement).

Convenience Checks. From time to time we may provide you Convenience Checks to access your Account. By using a
Convenience Check, you agree to follow any special terms we send you with such Convenience Check. The amount of your
Convenience Check will be added to either a separate Balance on your Bill (if special terms apply), or the Purchase Balance
(if no special terms apply). Additionally the Convenience Check Advance Fee (as set forth in the Rates and Fees Table) will
be added to the Cash Advance Balance. NOTE: there is no Grace Period for Charges related to Convenience Checks.

Limitations on Convenience Checks. We have the right not to pay a Convenience Check for any reason. You may not use
a Convenience Check to make a payment on your Account or any other account with us. You must inform any person to
whom you provide a Convenience Check that they must deposit the Convenience Check at their own depository institution as
we will not cash a Convenience Check at our branches for non-KeyBank customers.

2. CREDIT LIMITS AND CASH ADVANCE LIMITS

Generally. All Cards accessing your Account are subject to your Account's credit and cash advance limits. Your initial credit
limit and cash advance limit are located on the card carrier that was sent to you with your Card.

Credit Limit. Your credit limit is the maximum amount that you can have outstanding on your Account at any time. You agree
not to initiate any Charges that would cause your Account balance to exceed the credit limit. At our discretion, we may
approve a Charge that causes your Account balance to exceed the credit limit, but we do not treat such a Charge as a
request for an increase to your credit limit. You are responsible for paying all Charges in excess of your credit limit
immediately. All Charges in excess of your credit limit will be included as part of your Minimum Payment.

Cash Advance Limit. Your Cash Advance limit is only a portion of your total available unused credit limit. If no separate
Cash Advance limit is listed on your Bill, then your credit limit and your Cash Advance limit are the same.

Changes to Your Credit Limit and Cash Advance Limit. Without advance notice, we may change your credit limit at any
time (which may also affect your Cash Advance limit). We will notify you of any changes through your Bill or by sending you a
separate notice, which may be after the change occurs.

3. USING YOUR CARD FOR CHARGES

Generally. You may use your Account for Purchases, Cash Advances, or Balance Transfers. Each type of Charge will have
its own Balance. Each Balance may have a separate APR. Certain Charges will also incur a transaction fee (as set forth in
the Rates and Fees Table) (e.g. a Balance Transfer will incur a Balance Transfer Fee). You must refer to the Rates and Fees

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Table for a complete listing of transaction fees specific to your Account. Other non-transaction based fees may apply to your
Account. Please see Section 7 below for an explanation of such fees.

Authorization of Charges. We do not guarantee this Card will be accepted by any merchant. We may refuse to authorize
any Charge at our sole discretion, even if there is sufficient available credit. We are not responsible for any losses associated
with a declined Charge.

Balance Transfers. You can transfer balances to your Account by Notifying Us. We will charge a Balance Transfer fee on the
amount of each Balance Transfer. We permit Balance Transfers from most accounts issued by other banks. We do not permit
Balance Transfers from other accounts or loans with us or any of our affiliates. Note however, that if you transfer a balance by
using a Convenience Check, such Charge will be treated like any other Charge completed by a Convenience Check. (See
Section 1 regarding Convenience Checks).

Recurring Charges. Cardholders may authorize a third-party to bill Charges on a recurring basis to your Account. If you
want to stop these Charges, you must contact the third-party and direct the third-party that it is no longer authorized to make
Charges to your Account. Recurring Charges may not process if your card number, expiration date or security code changes.
You agree that we may, but are not required to, transfer recurring Charges to any replacement Card or Account. If your
Account is closed or suspended or we suspend making certain recurring Charges on your Account, you are responsible for
making alternate payment arrangements with the affected third-party.

4. INTEREST CHARGES

Your APR's are on the Rates and Fees Table. Variable Rates are calculated by adding together an index and a margin. The
index is the Prime Rate as published in the "Money Rates' section of The Wall Street Journal. At the end of your billing
period, we look at the Prime Rate as published on the last business day of the previous calendar month to determine your
index. An increase or decrease in the index will cause a corresponding increase or decrease in your variable rates effective
as of the first day of your billing cycle that begins in the same month in which such change in the index is published. Your
Rates and Fees Table will indicate the "margin" applicable to your Account. If the APR increases you will pay a higher interest
Charge and may have a higher Minimum Payment. If The Wall Street Journal ceases to publish the Prime Rate, or if it
changes the definition of the U.S. Prime Rate, we may in our sole discretion, substitute another index.

Minimum Interest Charge. If the interest calculation for the Billing Period (using the formula explained in section 5 below)
renders an amount greater than zero, but less than the "Minimum Interest Charge" (as set forth in the Rates and Fees Table),
we will add the Minimum Interest Charge to your Account in lieu of the interest amount from the interest calculation. The
Minimum Interest Charge is labeled as a fee on your Bill (rather than interest), and is added to the Purchase Balance.

5. INTEREST CALCULATION

Generally. Even though your Account may be accruing interest Charges during the entire Billing Period, we only post interest
Charges to your Account once, at the end of each Billing Period. (See formula below for how we do this.) Because we do not
post interest Charges until the end of the Billing Period, if you make a payment mid-Billing Period intending to pay off the
entire Account, be aware that you may not have taken into account interest accruing on Balances not entitled to a Grace
Period.

Interest Charge Calculation Formula. We charge interest on your Account using the Average Daily Balance Method With
Compounding (including new transactions). Note: the Glossary also contains a definition of Daily Periodic Rate (referred to as
DPR in the formula below) and Average Daily Balance (ADB in the formula below). For each balance that makes up your
Account we use the formula below :

(DPR) x (ADB) x (# of days in billing period) = Interest Charges

To arrive at the ADB used in the formula above, we perform the following calculation during the Billing Period for each specific
Balance to come up with a Daily Balance:

Beginning balance (i.e. the previous day’s Daily Balance)

+ New transactions

+ Fees specific to a particular transaction

+ Interest applicable to the previous day’s Daily Balance‡ using the DPR to calculate the interest

- Payments or credits

= Daily Balance

‡We treat any credit balance as a zero balance

We add together all of the Daily Balances for the Billing Period and then divide by the number of days in the Billing Period to
arrive at the ADB. The ADB amount can then be used in the formula above to determine the actual interest Charges that will
be added to (i.e. posted to) your Account.

You will be able to see the Interest Charges for each of the balances on your Bill under the section entitled "Interest Charge
Calculation". We then add up all of the interest Charges for each Balance to get the total interest Charges for the Billing
Period, which total can be found on the first page of your Bill in the box labeled "Summary of Card Activity" under the heading
of "Interest Charged".

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Interest Charges and Fees Are Added to the Balances to Which They Apply. We add the applicable interest Charges to
the Balances to which they apply (for example, we add interest Charges on Purchases to the Purchase Balance). Likewise,
we add the particular fees to the Balances to which they apply (for example, we add the Balance Transfer Fee to the Balance
Transfer Balance). Note that Cash Advance Fees, Overdraft Protection Transfer Fees and Convenience Check Fees are
added to the Cash Advance Balance. Fees that do not apply to a particular Balance are added to the Purchase Balance.

Grace Period Only Applies to Purchases. Only the portion of the Purchase Balance attributable to Purchases will be
provided a Grace Period. Other Charges in the Purchase Balance (such as Convenience Checks) will be charged interest
from the date of the transaction at the disclosed APR. (For more information, see Section 1 regarding Convenience Checks).
Also, there is no Grace Period for Balance Transfers or Cash Advances.

How the Grace Period Works to Avoid Interest on Purchases. In order to receive a Grace Period on your Purchases, you
will need to pay in full on or before the Due Date the "New Balance" on your Bill. As long as you continue to pay the entire
"New Balance" on your Bill on or before the Due Date each consecutive Billing Period, your Purchases will receive a Grace
Period. If you do not pay your Bill in full (including the amount of any special promotions, Convenience Check offers, etc.),
you will lose your Grace Period. If you lose your Grace Period by making only a partial payment that is at least equal to the
Minimum Payment due on or before the Due Date, then in the next Billing Period, we will apply your partial payment as of the
first day of that next Billing Period. If you lose your Grace Period, you may earn it back by paying the entire "New Balance"
listed on any subsequent Bill Once you have paid the New Balance on your Bill in full on or before its Due Date, you will
receive a Grace Period for any Purchases made in the next Billing Period (subject to loss as set forth above). Note: in this
section, the "next" Billing Period means the Billing Period which started immediately following the Billing Period for which you
paid your Bill in full on or before the Due Date, which Due Date falls in the Billing Period identified in this section as the "next"
Billing Period.

When We Begin to Charge Interest. Except as set forth in the previous section entitled "How the Grace Period Works to
Avoid Interest on Purchases", all Charges begin to accrue interest from the date of the transaction (which may be earlier than
the posting date). Such Charges will continue to accrue interest until paid in full.

When We Add Charges. We add Charges to your Account no earlier than the date of the transaction. Generally the date of
the transaction will be the sale date for Purchases, the date you request a Balance Transfer or a Cash Advance, or the date
the payee deposits a Convenience Check. There may be delays in posting Charges to your Account. Although we generally
add the fees associated with a specific Charge on the same date that we add the Charge, for non-transaction related fees,
we post them when the service is requested (e.g. when a statement reprint is requested) or when the assessment occurs
(e.g. late fees at the end of the Billing Period). Note that any Balance may be subdivided to accommodate for special terms
Convenience Checks or other promotional Balances.

6. OVERDRAFT PROTECTION ADVANCES ("OD ADVANCES")

Generally. You may elect to set up this Account to cover overdrafts on your KeyBank checking account by Notifying Us. Only
one OD Advance will be made each day. Additionally we will charge an Overdraft Protection Transfer Fee (as set forth in the
Rates and Fees Table) to this Account each day an OD Advance occurs. OD Advances will be treated as Cash Advances.
The terms of this Agreement and your checking account agreement will apply.

Overdraft Protection Set up. Overdraft protection is typically available within ten business days of receipt of the request. To
confirm your request for overdraft protection has been processed and is available: 
1. Call or visit your local branch. 
2. Check your account at Key.com on the financial details tab. 
3. Call our Client Satisfaction Center at 1-800-KEY2YOU (1-800-539-2968) or for our hearing impaired clients TDD/TTY 1-
800-539-8336.

Limitations on Eligibility. In order to link this Account to your checking account, all persons who applied for this Account or
who are liable on this Account must be owners of the checking account. If at any time for any reason the persons who applied
for this Account or who are liable on this Account and the owners of the checking account are different, your right to take OD
Advances will terminate.

OD Advances: Once you activate this feature we will link this Account to your KeyBank checking account. When specified
below, a Charge will be made to this Account (here an "Overdraft Protection Advance" or "OD Advance") and the funds
represented by such Charge will be transferred to your linked checking account. You request and agree that these automatic
OD Advances be made.

Timing of OD Advances. At the end of each business day, an automatic OD Advance will be made on this Account when the
total amount of withdrawals from your linked checking account made during the day and service charges we post to your
linked checking account for the day, exceed the amount of funds in such checking account that is available for withdrawal.

Amount of OD Advances. You agree that the amount of the OD Advances will be advanced from this Account up to the
amount that is available under your Cash Advance limit. The Cash Advance limit amount used for authorization of OD
Advances is calculated as of the end of the prior business day and may be updated with current day information if available.
Cash Advances occurring during the day will reduce the amount of the Cash Advance limit available for OD Advances. The
automatic OD Advance will equal the lesser of the amount needed to cover the unpaid amount of withdrawals and service
charges in your Checking Account, or the amount of available funds under your Cash Advance limit, rounded up to the
nearest $50.00 increment.

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Our Reservation of Rights. We may pay items into overdraft, at our discretion, and charge an overdraft fee on your
Checking Account if you do not have available funds under your Cash Advance limit for an OD Advance of the total overdraft
amount. If you fail to properly maintain your accounts, in addition to other rights and remedies we have, we may terminate
your Overdraft Protection.

Cancellation of OD Protection. You may cancel the Overdraft Protection services at any time by giving us written notice at
the address printed on your Bill. We may cancel your Overdraft Protection and stop making OD Advances at any time.

7. FEES

Transaction Fees. We charge fees in connection with specific Charges you have initiated. For example, we charge a
Balance Transfer Fee, when you request a balance transfer. Please see the Rates and Fees Table for a full listing of all of our
transaction fees. The fees for Foreign Currency Transactions (as set forth on the Rates and Fees Table) are calculated as set
forth in the definition in the Glossary.

Late Payment Fee: If you make a Late Payment, we may charge you a Late Payment fee. For a detailed explanation of this
fee, please see the Rates and Fees Table (particularly the additional language following such table which contains additional
terms of your Cardmember Agreement). The Late Payment Fee will not exceed the Minimum Payment amount.

8. PAYING US

Your Bill. You agree to pay us all amounts that we lend you on your Account, together with the interest Charges and fees as
provided in this Agreement. Additionally, you may pay all or part of your Account balance at any time. For each Billing Period,
you agree to pay at least the Minimum Payment on or before the Due Date in accordance with our Standard Payment
Instructions. If you don't receive a Bill by the date when you usually receive it, Notify Us at once.

Minimum Payment. If you do not pay the Minimum Payment by the Due Date, we may charge you a Late Fee and you will
be in Default.

Your Minimum Payment will include any amount in excess of your credit limit plus the greater of:

$30.00, or
1% of the outstanding balance on the Account (inclusive of all fees other than the late fee) plus interest charges,
late fees and any past due amount.

In any case, your Minimum Payment will not exceed the New Balance on your Bill.

Payments made by check. You authorize us to either use information from your check to make a one-time electronic fund
transfer from your account or to process the payment as a check transaction.

Payments by phone.. If you call us to make a payment to us over the phone, you authorize us to make such payment in
accordance with your instructions. You agree that we may either record your oral authorization during the call or send you
notice by mail or e-mail of the authorization.

When is a Payment Received? When you schedule a payment with us through our online banking website or our mobile
site before our cut-off times, we consider the payment received by us on such date, even though the funds associated with
such payment have not been collected by us. When you send us a check that satisfies our Standard Payment Instructions
and the physical check arrives before our cut off times, we consider it received upon arrival. However, if you initiate a
payment to us through another institution or third party, we will not credit it to your Account until we receive the funds
associated with such payment. If a payment you send us is reversed for any reason, you may be charged a late fee and lose
your Grace Period.

Cut off times, Weekends and Holidays. You must follow the payment instructions (including cut off times) provided on your
Bill, as well as the Standard Payment Instructions defined in the Glossary. To be credited on day of receipt, payments must
be received by the cut off time. We are not required to, but we may extend the cut-off time at our discretion for certain
electronic payment channels. If your Due Date falls on a weekend or holiday, we will treat mailed payments received by us by
the cut off time on our next business day as being received by us on the Due Date.

9. HOW WE APPLY YOUR PAYMENTS

Crediting Payments to Your Account. As long we receive your Minimum Payment on or before the Due Date in accordance
with our Standard Payment Instructions and before our cut off times, you will not be charged late fees. We will credit your
payment as of the day it is received, even though there may be delays in posting the payment to your Account. If we post a
payment after the Due Date that was received by us before the Due Date, we will adjust your Account for late fees and
interest accrual, if applicable. We may accept and process late, partial and payments marked as "paid in full" without losing
our rights under this Agreement. Any such payments must be sent to the special address identified on your Bill.

Payments in Excess of the Minimum Payment. If you make more than the Minimum Payment when due, the excess above
the Minimum Payment is applied to Balances with the highest APRs first, unless otherwise required by law.

Payments Less Than or Equal to the Minimum Payment. We may apply the amount of your payment less than or equal to
your Minimum Payment and any credits to your Account in any way we choose. We generally apply these payments to lower
APR balances first, which means you may pay higher interest Charges.

How Payments Affect Your Credit Limit. We do not immediately increase the amount of total available credit under your
Credit Limit upon receipt of your payment. Depending upon your payment amount and other factors you may not be able to

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reborrow the payment amount for a reasonable amount of time to ensure your payment has cleared, depending upon the
payment method you chose. This allows us a reasonable amount of time to collect the funds associated with your payment
and help you manage your Credit Limit to avoid over limit situations. When you make a payment to us from an account that is
not controlled by us, you should reference the disclosures provided in connection with such payment channel to determine
the approximate amount of time that it takes such payment to reach us.

Credit Balances. You may request a refund of credit balances at any time. If no refund is requested, we will apply credit
balances to new Charges, unless prohibited by law.

10. DEFAULT AND ENFORCEMENT

Generally. If your Account is in Default, we may close your Account or terminate or suspend your credit privileges without
notice and require full payment of your outstanding balance immediately. We can also begin collection activities. To the extent
permitted by law, if you are in Default because you have failed to pay us, we will require you to pay our collection costs,
attorneys' fees, court costs and all other expenses of enforcing our rights under this Agreement.

Enforcement. We may choose to delay enforcing or waive any of our rights under this Agreement. We can delay enforcing or
waive any of our rights without affecting our other rights. If we waive a right, we do not thereby waive the same right in other
situations.

11. CLOSING YOUR ACCOUNT

Closing your Account. You may close your Account at any time by Notifying Us. We may close or suspend your Account at
any time for any reason without telling you first. If there are any unpaid amounts on your Account when it is closed, you
remain responsible for paying all unpaid amounts. After closure, we will no longer authorize Purchases, Balance Transfers,
Cash Advances or other Charges initiated by you, but your Account Balances will continue to accrue interest Charges and
fees and remain subject to all other terms of this Agreement. As long as your Account is not in Default, you will be permitted
to pay your Bill monthly until your Account is paid in full. If your Account is in Default when it is closed please refer to Section
10 of this Agreement regarding Default and Enforcement for further information as to payment responsibilities.

12. LOST, STOLEN OR COMPROMISED CARDS/ACCOUNT

Notify Us. You must Notify Us immediately and stop using your Account.

Liability. You will not be liable for any unauthorized use that occurs after you Notify Us. You may, however, be liable for
unauthorized use that occurs before you Notify Us. In any case, your liability will not exceed $50. A charge that falls into the
definition of an Authorized Charge will not be considered unauthorized use.

13. COMMUNICATIONS

Mailings. We will send Bills and other Account related communications to your Address On File, which may also include an
alternate address you have provided us for specific purposes we agree upon. We will not send a new or replacement Card to
a post office box or to your Address On File if it has recently changed.

Telephone Communications. By providing a telephone number for a cellular telephone, other wireless device, or a landline
number that was later converted to a wireless device, you are expressly consenting to receiving communications at that
number, including, but not limited to, prerecorded or artificial voice message calls, text messages, and calls made by an
automatic telephone dialing system from KeyBank and its affiliates and agents. This express consent applies to each such
telephone number that you provide to us now or in the future and permits such calls regardless of their purpose. These calls
and messages may incur access fees from your cellular provider. Some of the legal purposes for calls and messages include:
suspected fraud or identity theft, obtaining information; transacting on or servicing of the Account; collecting on the Account,
and providing you information about product and services.

E-mail Communications. We may also send an email to any e-mail address you have provided us or any e-mail address
where we reasonably believe we can contact you.

Changes to Your Information. You are required to Notify Us any time you move or otherwise want to change your Address
On File. Notify Us immediately of any changes to your phone numbers, e-mail address, Address On File or other contact
information. Please see definition of "Notify Us" for methods of contacting us.

Telephone Monitoring. We may listen to and record your telephone calls with us.

Authenticating Your Identity. When you call us, we may ask you certain information to be comfortable it is you we are
talking to. We may also ask for such information when you are writing to us via mail or signing on to our online banking site or
our mobile site. We will not ask you via e-mail to provide us any identifying information so be aware not to respond to any
phishing e-mails.

14. Credit Information

Credit Information We Receive about You. We may obtain and review your credit history from credit reporting agencies
and others, including in connection with the servicing and collection of your Account. As a part of servicing, we will review
your Account on a regular basis to determine if you are eligible for certain promotional offers related to your Account and you
authorize us to do so.

Credit Reporting We Do on Your Account: We provide information about this Account to consumer reporting agencies and
others for you as well as for any Authorized User. As Authorized Users are not liable for repayment of this Account, an

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Authorized User may request that we cease reporting this Account for him or her. If an Authorized User makes such a
request, we will remove the Authorized User from the Account.

Disputes. If you think we provided incorrect information, write to us at the address provided in the section of your Bill labeled
"What To Do If You Think You Find A Mistake On Your Statement" and we will investigate.

15. Other Provisions

Applicable Law. This Agreement and the Account will be governed by federal law, and to the extent state law is applicable,
the laws of the state of Ohio, and these laws will apply no matter where you live or use this Account.

Amendments. We may change or terminate all or any part of this Agreement, including without limitation APRs and fees, at
any time. We may also add new terms or delete terms. Any changes will be in accordance with applicable law, and we will
provide notice as required by law.

Assignment. We may sell, Assign or transfer the Agreement and the Account or any portion thereof without notice to you,
and the purchaser, assignee, or transferee shall have the same rights as we do under this Agreement. You may not sell
Assign, or transfer the Account.

Severability. Except as specifically provided in the arbitration section below, if any provision of this Agreement is finally
determined to be void or unenforceable under any law, rule or regulation, all other provisions of this Agreement will remain
valid and enforceable.

Restrictions on Use. KeyBank may restrict use of your Card in any jurisdiction or country where such use would be contrary
to U.S. law or regulation, or which is identified as presenting a high risk of fraud. Please call 1-800-KEY2YOU for the current
list of countries where Charges are restricted.

16. ARBITRATION PROVISION

This Arbitration Provision will not apply to new accounts opened on or after October 3, 2017 by Covered Borrowers
as such term "Covered Borrower" is defined by the Military Lending Act, 10 U.S.C. 987 e. seq. and its implementing
regulations.

Agreement to Arbitrate. ALL CLAIMS (OTHER THAN THOSE SET FORTH IN THE EXCLUSIONS SECTION BELOW)
WILL BE RESOLVED BY BINDING ARBITRATION WHICH REPLACES (1) THE RIGHT TO GO TO COURT, (2) HAVE A
JURY TRIAL, AND/OR (3) INITIATE OR PARTICIPATE IN A CLASS ACTION. THIS ARBITRATION PROVISION
SUPERSEDES AND REPLACES ANY EXISTING ARBITRATION PROVISION BETWEEN YOU AND US.

Opt-Out and Rejection Notice. You have a limited right to opt-out of this Arbitration Provision. If you do not follow the opt-out
procedures set forth in this section exactly, the Arbitration Provision section will apply. This Arbitration Provision will apply
to this Account unless you notify us in writing that you reject the Arbitration Provision within 60 days of opening
this Account. Send your rejection notice to KeyBank N.A., PO Box 93752, Cleveland, Ohio 44101-5752. Your notice
must be legible and include your name, the names of any joint Account holders and the Account number(s), the last
four digits of your card number, the date of your notice, your address (street, city, state and zip code), your daytime
telephone number, and must be signed by at least one of the joint Account holders. Your rejection notice should not
include any other correspondence. Calling us to reject the Arbitration Provision or providing notice by any other
manner or format than as described above will not operate as a rejection of this Arbitration Provision and
consequently this Arbitration Provision will become part of this Agreement. Rejection of this Arbitration Provision
does not serve as a rejection of any other term or condition of the Agreement with us governing your Account(s).

Exclusions from Mandatory Arbitration.. You and we agree that the following Claims may be resolved by means other than
arbitration:

1. Small Claims. Individual Claims filed in a small claims court are not subject to arbitration, as long as the matter

stays in small claims court.

2. Collection Actions Initiated by Us .Collection actions are not subject to arbitration unless either (i) you request
that we switch to arbitration, or (ii) you assert a Claim against us during a collection action and we then request a
switch to arbitration.

3. Prior Claims. Claims previously asserted, or which are later asserted, in lawsuits filed before the effective date of

this Arbitration Provision or any prior arbitration provisions between you and us, whichever is earlier, are not
subject to arbitration.

4. Claims by Consent .By consent of both parties, any Claim may be excluded from mandatory arbitration.

Definition of Claim. As used in this Arbitration Provision, the word "Claim" means any claim, dispute, or controversy
between you and us arising from or relating to this Agreement or the Account, including without limitation, the validity,
enforceability, or scope of the Arbitration Provision or this Agreement. "Claim" or "Claims" include claims of every kind and
nature, whether pre-existing, present or future, including without limitation, initial claims, counterclaims, cross-claims, and
third-party claims, and claims based upon contract, tort, fraud, and other intentional torts, constitutions, statutes, regulation,
common law, and equity (including, without limitation, any claim for injunctive or declaratory relief). The word "Claim" or
"Claims" is to be given the broadest possible meaning and includes, by way of example, and without limitation, any claim,
dispute, or controversy that arises from or relates to (a) any Account subject to the terms of this Agreement (b) any electronic
funds transfer from or to any Account (c) advertisements, promotions, or oral and written statements related to this
Agreement or the Account, (d) your application for the Account; and (e) the collection of amounts owed by you to us.

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Notwithstanding this arbitration provision, if you have a Claim that is within the jurisdiction of the small claims court or your
state's equivalent court, you may file your Claim there. If that Claim is transferred, removed or appealed to a different court,
then we have the right to choose arbitration.

Arbitration Process Generally. Any Claim subject to arbitration by the terms of the Arbitration Provision shall be resolved by
binding arbitration pursuant to this Arbitration Provision and the applicable rules of either the American Arbitration Association
or J.A.M.S/Endispute in effect at the time the Claim is filed (the "Arbitration Rules"). You may select one of these
organizations to serve as the arbitration administrator if you initiate an arbitration against us or if either you or we compel
arbitration of a Claim that the other party has brought in court. In addition, if we intend to initiate an arbitration against you, we
will notify you in writing and give you twenty (20) days to select one of these organizations to serve as the arbitration
administrator. If you fail to select an administrator within that twenty (20)-day period, we will select one. In all cases, the
arbitrator(s) should be a lawyer with more than ten (10) years of experience or a retired judge. If for any reason the selected
organization is unable or unwilling or ceases to serve as the arbitration administrator, you will have twenty (20) days to select
a different administrator from the above list; if you fail to select a different administrator within the twenty (20)-day period, we
will select one. In all cases, a party who has asserted a Claim in a lawsuit in court may elect arbitration with respect to any
Claim(s) subsequently asserted in that lawsuit by any other party or parties.

IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE
RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN PRE-
ARBITRATION DISCOVERY EXCEPT AS PROVIDED FOR IN THE APPLICABLE ARBITRATION RULES. FURTHER,
YOU WILL NOT HAVE THE RIGHT TO PARTICPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF
CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION EXCEPT AS SET FORTH BELOW. THE
ARBITRATOR'S DECISION WILL BE FINAL AND BINDING. YOU UNDERSTAND THAT OTHER RIGHTS THAT YOU
WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. THE FEES CHARGED BY
THE ARBITRATION ADMINISTRATOR MAY BE GREATER THAN THE FEES CHARGED BY A COURT.

There shall be no authority for any Claims to be arbitrated on a class action or private attorney general basis. Furthermore,
arbitration can only decide your or our Claim(s) and may not consolidate or join the claims of other persons that may have
similar claims. There shall be no pre-arbitration discovery except as provided for in the applicable Arbitration Rules. Any
arbitration hearing that you attend shall take place in the federal judicial district of your residence.

Arbitration Fees. At your written request, we will pay all fees charged by the arbitration administrator for any Claim(s)
asserted by you in the arbitration, after you have paid an amount equivalent to the fee, if any, for filing such Claim(s) in state
or federal court (whichever is less) in the judicial district in which you reside. (If you have already paid a filing fee for asserting
the Claim(s) in court, you will not be required to pay that amount again.) If the arbitrator issues an award in our favor, you will
not be required to reimburse us for any of the fees we have previously paid to the administrator or for which we are
responsible.

Attorney Fees. Each party shall bear the expense of that party's attorneys', experts', and witness fees, regardless of which
party prevails in the arbitration, unless applicable law and/or this Agreement gives you the right to recover any of those fees
from us. In the event you do not prevail in the arbitration, we will not seek to recover our attorneys', experts' or witness fees
from you.

FAA. This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by
the Federal Arbitration Act ("FAA"), 9 U.S.C. Sections 1 et. seq. The arbitrator shall apply applicable substantive law
consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized at law, and at the
timely request of any party, shall provide a brief written explanation of the basis for the award. In conducting the arbitration
proceeding, the arbitrator shall not apply the federal or any state rules of civil procedure or rules of evidence. Judgment upon
the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator's decision will be final and
binding, except for any right of appeal provided by the FAA and except that, if the amount in controversy exceeds $10,000.00
any party can appeal to a three-arbitrator panel administered by the arbitration administrator which shall reconsider de novo
(i.e. without regard to the original arbitrator's findings) any aspect of the initial award requested by the appealing party. The
decision of the panel shall be by majority vote. The costs of such an appeal will be borne by the appealing party regardless of
the outcome of the appeal.

Survival. This Arbitration Provision shall survive termination of all Accounts subject to this Agreement. If any portion of this
Arbitration Provision is deemed invalid or unenforceable under any law or statute consisted with the FAA, it shall not
invalidate the remaining portions of this arbitration provision or the Agreement. In the event of a conflict or inconsistency
between the applicable Arbitration Rules and this Arbitration Provision, this Arbitration Provision shall govern.

Contacting Arbitration Administrators. If you have a question about the arbitration administrators mentioned in this
Arbitration Provision or would like to obtain a copy of their Arbitration Rules or fee schedules, you can contact them as
follows: American Arbitration Association, 1633 Broadway, 10th Floor, New York, New York 10019, www.adr.org, (800)
778-7879. Commercial or Consumer Rules, J.A.M.S./Endispute, 222 South Riverside Plaza, Suite 1850, Chicago, IL 60606;
www.jamsadr.com (800) 352-5267, Financial Services Arbitration Rules and Procedures.

17. YOUR BILLING RIGHTS

Keep this document for future use

This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.

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What to Do If You Find A Mistake On Your Statement

If you think there is an error on your statement, write us at the address shown on your billing statement. In your letter, give us
the following information.

Account information: Your name and Account number.
Dollar amount: The dollar amount of the suspected error.
Description of the problem: If you think there is an error on your bill, describe what you believe is wrong and why
you believe it is a mistake.

You must contact us:

Within 60 days after the error appeared on your statement.
At least 3 business days before an automated payment is scheduled, if you want to stop payment on the amount
you think is wrong.

You must notify us of any potential errors in writing, You may call us, but if you do we are not required to investigate any
potential errors and you may have to pay the amount in question.

What Will Happen After We Receive Your Letter

When we receive your letter, we must do two things:

1. Within 30 days of receiving your letter, we must tell you that we received your letter. We will also tell you if we

have already corrected the error.

2. Within 90 days of receiving your letter, we must either correct the error or explain to you why we believe the bill is

correct.

While we investigate whether or not there has been an error:

We cannot try to collect the amount in question, or report you as delinquent on that amount.
The charge in question may remain on your statement, and we may continue to charge you interest on that
amount.
While you do not have to pay the amount in question, you are responsible for the remainder of your balance.
We can apply any unpaid amount against your credit limit.

After we finish our investigation, one of two things will happen:

If we made a mistake: You will not have to pay the amount in question or any interest or other fees related to that
amount.
If we do not believe there was a mistake: You have to pay the amount in question, along with applicable interest
and fees. We will send you a statement of the amount you owe and the date payment is due. We may then report
you as delinquent if you do not pay the amount we think you owe.

If you receive our explanation but still believe your bill is wrong, you must write to us within 10 days telling us that you still
refuse to pay. If you do so, we cannot report you as delinquent without also reporting you are questioning your bill. We must
tell you the name of anyone to whom we reported you as delinquent, and we must let those organizations know when the
matter has been settled between us.

If we do not follow all of these rules above, you do not have to pay the first $50 of the amount you question even if your bill is
correct.

Your Rights If You Are Dissatisfied With Your Credit Card Purchases

If you are dissatisfied with the goods or services that you have purchased with your credit card, and you have tried in good
faith to correct the problem with the merchant, you may have the right not to pay the remaining amount due on the purchase.

To use this right, all of the following must be true:

1. The purchase must have been made in your home state or within 100 miles of your current mailing address, and

the purchase price must be have been more than $50. (Note: Neither of these are necessary if your purchase was
based on an advertisement we mailed to you, or if we own the company that sold the good or services.)

2. You must have used your credit card for the purchase. Purchases made with cash advances from an ATM or with

a check that accesses your credit card Account do not qualify.

3. You must not yet have fully paid for the purchase.

If all of the criteria above are met and you are still dissatisfied with the purchase, contact us in writing at the address shown
on your billing statement.

While we investigate, the same rules apply to the disputed amount as discussed above. After we finish our investigation, we
will tell you our decision. At that point, if we think you owe an amount and you do not pay, we may report you as delinquent.

18. Additional Disclosures for Residents of Specific States

New York and Vermont Residents: You agree to give us permission to obtain one or more credit reports from consumer
reporting agencies in connection with this application, any transaction or extension of credit that may result from this
application, and on an ongoing basis, for the purposes of performing a routine and occasional verification of credit on the
Account, updating or renewing the Account, adjusting the credit limit on the Account, taking collection action on the Account,

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or for any other legitimate purposes associated with the Account. Upon your request, you will be informed of whether or not a
consumer credit report was ordered, and if it was, you will be given the name and address of the consumer reporting agency
that furnished the report.

Ohio Residents: The Ohio laws against discrimination require that all creditors make credit equally available to all
creditworthy customers and that credit reporting agencies maintain separate credit histories on each individual upon request.
The Ohio Civil Rights Commission administers compliance with the law.

Utah Residents: As required by Utah law, you are hereby notified that a negative credit report reflecting on your credit record
may be submitted to a credit reporting agency if you fail to fulfill the terms of your credit obligations.

Glossary of Definitions.

Each term that is capitalized in this glossary is defined by us, except that we do not capitalize the words "you, your, yours,
we, us, our", but such terms will have the meanings set forth in the definitions below. All of the definitions in this Glossary are
a part of the Agreement between us.

Terms:

Account

Address On File

Definitions

Defined in the first paragraph of the Agreement.

Your Address On File is the address that you provided on your application to open this
credit card Account, unless (1) we have received and processed your written notice of a
change of address provided in accordance with the terms disclosed on the back of your
Bill, in which case that new address is the address of record; or (2) in the event that your
address changes before we have sent out your first Bill, we have received and processed
your written notice of a change of address sent to us at the address for mailing payments.

Agreement

Defined in the first paragraph of the Agreement.

APR or Annual Percentage
Rate

APR or "annual percentage rate" is an annualized interest rate. Different APRs may apply
to different balances on your Account, such as your Purchase Balance or your Cash
Advance Balance. We use the APR that applies to each Balance to calculate the interest
that you owe us on the Account.

Assign

Authorized Charge

We Assign your Agreement if we sell or pass to a third party any or all of our rights or
obligations under the Agreement, including any amount that you owe under the Agreement.
Subject to the extent of the assignment, any party to whom we Assign your Agreement will
enjoy all our rights under the Agreement, including contractual rights to collect amounts
that you owe on the Account.

An Authorized Charge is any Charge that you or any Authorized User makes on
the Account, and any fees and interest charges owing on the Account.
Any Charge made by an Authorized User is an Authorized Charge. This is true
even if you told the Authorized User not to make that specific Charge.
A Charge will still be authorized even if it is an illegal transaction (like illegal
gambling charges), or it puts you over your credit limit, or it is made after your
Account has closed.
An Authorized Charge can be made over the telephone, in person, on the
Internet, or in any other way that your Account can be used.

Authorized User

If you ask us to issue a credit Card on this Account to another person, he or she is an
Authorized User. In addition, if you give your Card or Card number to another person, he or
she is an Authorized User.

Average Daily Balance
Method With Compounding

According to this method, we calculate the interest Charges for each Balance by applying
the "daily periodic rate" for that Balance to the "average daily balance" for that Balance. We
multiply the result by the number of days in the Billing Period. That gives us the total
interest charges for that Balance for that Billing Period.

The "daily periodic rate" is a daily interest rate. The daily periodic rate for a given Balance
is equal to the APR for that Balance divided by 365.

We calculate the "average daily balance" for each balance. We do this by starting with the
beginning amount of that Balance for each day. We add any new Charges for that day, add
any interest on the previous daily balance if there is one in that Billing Period, and subtract
any payments or credits. This gives us the "daily balance." We calculate the "average daily
balance" for each Balance by adding all the daily balances for each day in the Billing Period

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and then dividing by the total number of days in the Billing Period. The addition of the prior
day's interest to the daily balance calculation causes interest to compound daily.

We add fees that are specific to a particular Charge to the same daily balance as that
particular Charge. We add all other applicable fees to your Purchase Balance as of the first
day of a Billing Period.

Balance

1. We put each Charge on your Account, including interest or fees, into a Balance

category.

2. We use the different Balances to calculate the correct interest Charges on your
Account. If any type of Charge has a separate interest rate, we will put it into a
separate Balance. This means that your Account may have separate Balances
for Purchases, Cash Advances, and Balance Transfers. It also means that if
any Charges are subject to an introductory or other promotional interest rate for
a period, we will place such Charges into a separate Balance for the time
period that you qualify for the special rate.

3. We place interest Charges into the Balance that generated those Charges. For
example, we place interest Charges on Purchases into your Purchase Balance.
4. We place fees that result from a specific Charge into the same Balance as that
specific Charge. For example, we place a Foreign Transaction Fee that we
assess on a Cash Advance into your Cash Advance Balance. We place fees
that do not result from a specific Charge, such as a Late Payment fee, into your
Purchase Balance.

Balance Transfer

You make a Balance Transfer when you contact us to transfer a balance electronically or
by phone.

Billing Period (also referred
to by us as the Billing Cycle)

Bill

(also referred to by us as
your Monthly Statement)

The Billing Period is the fixed period of time covered by the Bill we send you.
The bill will show your new Charges, including interest and fees, and any
payments that posted to your Account during that period. Each Bill that we send
will identify the Billing Period that it covers.
If you have a credit or debit on the Account of $1 or more at the end of any
Billing Period, we will send you a Bill, showing what you owe us as of the end of
that Billing Period.

Your Bill is the statement of your Account. Your Bill will tell you the total amount
that you owe us as of the end of the last Billing Period. It will also tell you the
Minimum Payment that you must make to us by the stated Due Date.
We will send you a Bill at the end of each Billing Period if at that point you have
a credit or debit on the Account equal to or more than $1. We may not send you
a Bill, however, if we have decided your Account is uncollectible or if we have
sent the Account for collection proceedings against you.
In our discretion, we may choose to send you a Bill even if you do not have a
credit or debit of $1 or more.

Cash Advance

You receive a Cash Advance when you use your Card or Account to do any of the
following:

1. obtain cash from an automated teller machine (ATM); or
2. obtain cash from any other source; or
3. make a wire transfer; or
4. buy foreign currency; or
5. buy traveler's checks; or
6. buy money orders; or
7. buy Lottery tickets; or
8. buy gambling chips and wagers.

Card

Your Card is the physical Card, the Account number, or any device (including a
Convenience Check) that can be used to access your credit card Account.

Cardholder(s)

you and/or any Authorized User.

Charge

Any transaction (i.e. a Purchase, Balance Transfer, or Cash Advance), interest, or fee,
regardless of how such Charge is made (by Card, Convenience Check, automatic posting
or otherwise).

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Convenience Check

eDAS Disclosure

The terms checks or Convenience Checks are access devices used to make a Charge to
your Account and are collectively referred to in this Agreement as a Convenience Check.
Although Convenience Checks may be used to make Purchases, Cash Advances and
Balance Transfers, the Charges resulting from the use of a Convenience Check may be
posted to the Purchase Balance or a special promotional Balance, but they will begin to
accrue interest immediately and will not be entitled to a Grace Period.

Daily Periodic Rate or DPR

DPR stands for "Daily Periodic Rate." This is a daily interest rate. The daily periodic rate or
DPR for a given Balance is equal to the APR on that Balance divided by 365.

Default

You are in Default on the Account if:

1. You do not make at least the Minimum Payment when it is due; or
2. You have exceeded one or more of your credit limits; or
3. A payment you make is rejected or cannot be processed; or
4. You provide us false, misleading, or fraudulent information; or
5. You fail to comply with any term of the Agreement; or
6. You are bankrupt or insolvency proceedings are filed against you; or
7. We believe you may be unwilling or unable to pay your debts on time; or
8. You die or are legally declared incompetent or incapacitated; or
9. We become aware that you are using your Card for illegal or fraudulent

purposes.

The Due Date is the date by which we must receive your payment in order for it
to be on time. Your Bill lists the Due Date.
Your Due Date will always fall on the same calendar day of the month. It will be
at least 21 days from the date that we send you the Bill, and at least 25 days
from the end of your most recently ended Billing Period.
To be on time, we must receive your payment on or before the Due Date and by
the time stated on your Bill. If the Bill does not state a time, then your payment
is on time if we receive it by 5 pm on the Due Date. The 5 pm deadline is
measured in the time zone in which we receive the payment, which may not be
your time zone.
If we do not receive or accept payments by mail on the Due Date, your payment
will be on time if it is received by the next day that we accept or receive
payments by mail.

A Foreign Transaction is a Purchase and/or Cash Advance that you either (i)
make in a foreign currency, or (ii) make outside of the United States or its
territories, even if made in U.S. dollars.
Transactions you initiate in the United States through the internet may be
considered made outside the United Sates if the merchant is located outside of
the United Sates, and therefore may be considered a Foreign Transaction.
Regardless of the above language, Key will not treat as a Foreign Transaction
any transaction that is both (i) made in Canadian dollars or U.S. dollars, and (ii)
made with a merchant whose business is located in Canada and/or the United
States or the territories of the United States.
Foreign Transactions may be assessed a Foreign Transaction Fee as set forth
in the Rates and Fees Table.
Mastercard International ("Mastercard") will convert foreign currency
transactions using a government-mandated or wholesale rate in effect on the
processing date (which may differ from the rate on the date of your transaction
or the posting date). The rate used may differ from the rate that Mastercard
actually receives.

A Grace Period exists with respect to Purchases when you do not have to pay
interest on those Purchases. See Section 5 of the Agreement which explains
how a Grace Period may apply to your Account.

A Late Payment is your failure to make at least the Minimum Payment so that it reaches us
by or before the time and Due Date on your Bill.

Refer to Section 8 of the Agreement for the definition and calculation of the Minimum
Payment. We also list your Minimum Payment amount on your Bill.

Due Date

Foreign Transaction

Grace Period

Late Payment

Minimum Payment

(also referred to by us as the
Minimum Monthly Payment)

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Notify Us

eDAS Disclosure

Call us at the phone number provided on your Bill or the back of your Card, or write to us at
the appropriate address indicated on your Bill (note there are multiple addresses on your
Bill and you must choose the address appropriate to your reason for contacting us).

OD Advances

See definition for OD Advances set forth in Section 6 of the Agreement.

Prime Rate

Protected Balances

Purchases

Returned Payment

Standard Payment
Instructions

This is the U.S. Prime Rate published in the Wall Street Journal. If the Wall Street Journal
no longer publishes a prime rate, we will use a similar published rate that we choose.

Protected Balances are amounts owing on the Account that under law are not subject to an
increase in interest rates or fees. In general, a protected balance includes any charge
incurred before or within 14 days after we send notice of such an increase. If you receive
notice of an increase in an interest rate, the notice will tell you the Charges to which the
new rate will apply.

A Purchase is the use of your Card to buy or lease products or services. The purchase of
cash or cash equivalents, like casino chips or lottery tickets, is a Cash Advance, not a
Purchase.

This is a payment that you make to us that is not honored by your financial
institution.
Although we do not charge a Returned Payment fee, your financial institution
may impose fees on you for the Returned Payment.
At our discretion, we may re-submit a Returned Payment to your financial
institution.

You must pay your credit card Bill in a manner that meets all the following conditions:

1. You must pay in U.S. Dollars; and
2. You must not pay in cash, unless you pay at one of our branches; and
3. Except for payments made pursuant to (2) above, your payment must be drawn
on a U.S. deposit account, or by a cashier's check drawn on a U.S. bank or a
foreign bank branch in the U.S.; and

4. You must not attach any restrictive language to your payment; and
5. You must not pay from a credit account that we provide you, such as a check

drawn on any credit card account that you have with us; and

6. If you make payment in a paper form (like a check, money order, or cashier's
check), you must include the payment coupon from your statement OR write
your credit card Account number on the payment.

In addition:
7. If we decide in our discretion to accept a form of payment that does not meet these
Standard Payment Instructions, we do not waive our rights to continue to require payments
that comply with these instructions; and
8. If we decide in our discretion to accept a payment that you make to us in a foreign
currency, we will choose the conversion rate.

we, us, and our

KeyBank National Association, the issuer of your Account and Cards.

Workout Arrangement

This is a special arrangement between us and you in which we agree to a temporary
reduction in applicable interest rates or fees in return for your agreement to follow a defined
payment schedule. Any such agreement will be in writing. It may provide that upon
completion of the workout arrangement or upon your failure to comply with the terms of the
workout arrangement, interest rates and fees may increase up to the same terms as were
in effect before the workout arrangement.

you, your and yours

Any person who applied for the Account and any other person liable on the Account by any
other means.

(ID 1905-512)

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