CREDIT CARD AGREEMENT
                                                             F03-M409-3
       This Credit Card Agreement (Agreement) explains the terms of your Green $ ense �  Platinum MasterCard �  credit card account (Account) with 
       RBS Citizens, National Association. This Agreement consists of this Agreement, the Pricing Addendum and any other documents or information provided to you 
       concerning terms applicable to your Account, including any changes that may be made to these documents or information from time to time. The Bank may 
       change terms of this Agreement at any time subject to applicable law. Please read these documents carefully and keep them for your records. 
       1.  Meaning of Words. In this Agreement, you and your mean anyone who (a)    Unless you notify us within sixty (60) days of receipt, your Statement will be 
        signs the credit card application, (b) uses, maintains or accepts the Account,  deemed to be correct.
        or (c) otherwise agrees to be obligated under this Agreement. We, our and us  7.   Making  Payments. You must make a payment every month that you owe a 
        mean RBS Citizens, N.A., Providence, Rhode Island, the issuer of your credit  balance on your Account. You may pay the New Balance (which is the entire 
        card and the creditor under this Agreement, or any subsequent holder of this  amount due), or a lesser amount, but you must pay at least the Minimum 
        Agreement or any balances in your Account. Card means each  Green$ense �   Payment. Payments must be mailed to the address shown on your Statement. 
        MasterCard credit card that we issue to you under this Agreement. Purchases  Payments must be accompanied by the return portion of your Statement. 
        means amounts charged to your Account when you use your Card or give  Payments received at the address shown on your Statement before 5:00 P.M. 
        your Account number for a transaction. Purchases also includes all of the  Eastern Time will be credited by us for that day. Payments received after 
        Account Fees set forth in Section 16 and other charges that are charged to  this time will be credited for the next business day. If your payment due date 
        your Account (except Cash Advance Fees as de?ned in Section 16(a)(i)), as  is on a day which we do not receive mailed payments, a mailed payment 
        well as Periodic Interest Charges (de?ned in Section 10(a)). Balance Transfers  received on the next business day will not be treated as late. Payments can 
        means loans charged to your Account that you obtain as provided in Section  be made only at the address provided on the Statement. There may be a 
        4(b). Cash Advances means loans charged to your Account as provided in  delay in crediting payments received at any location other than the address 
        Section 4(c). Cash Advances also includes Cash Advance Fees. shown on your Statement until properly received. There may also be a delay 
       2.   Your Promise to Pay. You are legally responsible for paying the entire amount  in crediting payments received if the return portion of your Statement does 
        owed to us under this Agreement. You represent and warrant that at the time of  not accompany your payment or if the return portion of your Statement is 
        each transaction on the Account that you have the intent and ?nancial capacity  damaged and we are unable to identify your Account number.
        to repay the amount in full according to the terms of this Agreement. Upon    Payments must be made in U.S. Dollars drawn on a federally-insured 
        request, we may issue additional Cards to any person you authorize to use your  depository institution located in the U.S. Payments less than or equal to the 
        Account. You and any such person agree to be obligated under this Agreement  Minimum Amount Due will be applied in any order that the Bank shall 
        and are responsible for paying all charges made to your Account and any fees  from time to time choose. Generally, payments less than or equal to the 
        and charges associated with such charges. You agree not to make or allow to be  Minimum Amount Due are applied to introductory, promotional or low 
        made any transactions which are illegal under any state or federal law. We may  rate balances before the Bank applies payments to balances that are 
        decline to approve any transaction which we reasonably believe is a transaction  subject to standard or higher rates, regardless of when the transaction 
        which is illegal under any state or federal law. An example is casino gambling  is made. Any amount of your payments that is greater than the Minimum 
        on the Internet. You agree that the terms of this Agreement, as amended from  Amount Due will be applied ?rst to balances with the highest APR, and 
        time to time, apply when you use the Account or allow any other person to use  then to each successive balance with the next highest APR, until the 
        your Account, and any such person agrees to the terms of this Agreement. By  payment is exhausted. You agree to this.
        (a) using your Card, Account number, or Account, (b) authorizing or signing any 
        charge or charge slip on your Account, Balance Transfer or Balance Transfer    By sending a check for payment on your Account, you authorize us to initiate 
        Check (as provided in Section 4(b)), or (c) obtaining a Cash Advance (as provided  an Electronic Funds Transfer (EFT) from your bank according to the terms of 
        in Section 4(c)), you con?rm that you agree to the terms of this Agreement.  the check. This means we will copy your check before we destroy it and use 
                                         the account information on it to electronically debit your bank account for the 
       3.   Credit  Limit. Your total credit limit (Total Credit Limit ) is the combined amount  amount of the check. The debit from your bank account will usually occur 
        of credit for Purchases, Balance Transfers and Cash Advances that we agree to  within 24 hours and will be shown on your bank account statement from 
        extend to you at any one time. You will receive a separate credit limit for Cash  which your check was drawn on. You will not receive your original check 
        Advances (Cash Advance Limit ), which will be a portion of your Total Credit  back. If the EFT cannot be processed for technical reasons, you authorize 
        Limit. Your Total Credit Limit and Cash Advance Limit, as well as the amount  us to process the copy in place of your original check. If the EFT cannot be 
        available for Cash Advances (Available Cash ), will be shown on your Account  completed because of insuf?cient funds, we may try to make the transfer up 
        statement (Statement ). We may change the amount of your Total Credit Limit or  to 2 times. If the EFT still cannot be completed because the EFT was derived 
        Cash Advance Limit without prior notice to you. We may also limit your ability  from your check, this will be treated as if your payment check had been 
        to make Balance Transfers. You agree not to exceed either your Total Credit  returned to the Bank as unpaid.
        Limit or Cash Advance Limit.
                                         Any conditional check, money order or any other instrument tendered with a 
         The amount shown on your Statement as Available Cash does not include any  restrictive endorsement or as a full satisfaction of a disputed debt must be 
        transactions or Account Fees or other charges posted to your Account after  sent to our address for billing error notices shown on each Statement and 
        the Statement Date (as de?ned in Section 6) as shown on that Statement  must conspicuously state on the face of that payment or in an accompanying 
        which could result in either your Cash Advance Limit or Total Credit Limit  letter that it is tendered for this purpose. If you make payment in any other 
        being exceeded.                  way and we accept it, we will not have waived our right to collect any amount 
         Even if we permit transactions that exceed either your Cash Advance Limit or  from you owed under this Agreement.
        Total Credit Limit, you are responsible for those transactions as provided in    In addition to accepting payments by mail, we may permit you to make 
        this Agreement. If we refuse any such transaction, we may advise the person  payments by electronic means, including by telephone or Internet, subject to 
        attempting the transaction that it has been refused and we are not responsible  any terms we may impose on these alternative methods of payment, including 
        or liable for taking such action. charging a fee for such service of which we will inform you at that time. If you 
       4.   How You Can Use Your Account. choose to pay by any of these means, you agree to pay this service fee.
         a)   Purchases. You can use your Card to buy or lease goods or services  8.  Minimum Payment. If your New Balance is $30 or less, your Minimum Payment 
          wherever your Card is honored. Each of these transactions is a Purchase.  will be the New Balance. Otherwise, it will be the greater of (i) $30; or (ii) equal to 
          In addition, any credit life insurance charges, payment protection plan  the total billed Interest Charges (excluding Balance Transfer Fees, Cash Advance 
          charges, the Account Fees set forth in Section 16 and other charges  Fees, Foreign Transaction Fees, and Cash Equivalent Transaction Fees), and any 
          that are charged to your Account (except Cash Advance Fees and Cash  billed Late Payment Fees and 1% of the New Balance. Any amount past due and 
          Equivalent Transaction Fees) are treated as Purchases subject to the  any amount over your Total Credit Limit or Cash Advance Limit may be added to 
          Interest Charge for Purchases provided for in this Agreement. We will  the Minimum Payment. Your Minimum Payment, exclusive of Interest Charges, 
          pay Purchases you have made up to your Total Credit Limit. The amount  will be rounded to the nearest whole dollar. 
          of any Purchase will be charged to your Account and will appear on your    The Bank may change your minimum Amount Due including increasing your 
          Statement.                     Minimum Amount Due subject to applicable Law. 
         b)   Balance Transfers. We may, at our sole option, give you special checks    If you exercise your right to cancel contained in a change-in-terms 
          which you can use to reduce or pay off the balance on credit card  noti?cation, the Bank may increase your Minimum Amount Due. The Bank 
          accounts or other accounts you may have with other creditors (Balance  may require a method in which the minimum periodic payment includes a 
          Transfer Checks). In addition, we may provide you with Balance Transfer  percentage of the outstanding balance that is twice the percentage required 
          forms that you can complete to request us to issue a check on your  before the increase or a method which incorporates an amortization period 
          behalf to reduce or pay off the balance on credit card accounts or other  of not less than 5 years. The Bank may also choose a method that is no less 
          accounts you may have with other creditors. We may also permit you to  bene?cial to you than the other two methods previously described.
          execute Balance Transfers by telephone or other methods authorized by 
          us. Balance Transfers may not be used to make payments on accounts  9.   Annual Percentage Rate. We calculate the Interest Charge on Purchases, 
          issued or held by us or our af?liates. Balance Transfers may be subject  Balance Transfers, Cash Advances, and Cash Equivalent Transactions 
          to promotional, special or additional terms; these terms are part of  (each, a Transaction Type) using daily periodic rates which are 1/365th of 
          this Agreement. We will pay the Balance Transfer amounts you have  the corresponding Annual Percentage Rate. Your daily periodic rate and the 
          authorized up to your Total Credit Limit, unless otherwise limited by  corresponding Annual Percentage Rate for each Transaction Type (each, a 
          the terms of the Balance Transfer. Unless a special promotional offer or  Standard Rate) are shown on your Pricing Addendum and Statement. Your 
          other offer applies, you will be charged a transaction fee for each Balance  Standard Rates may be either ?xed or variable: your Pricing Addendum and 
          Transfer (Balance Transfer Fee) in the amount set forth in Section 16(a) Statement disclose whether you have ?xed or variable Standard Rates. If your 
          (iii). The amount of any Balance Transfer and Balance Transfer Fee  Standard Rates are variable, your Standard Rates may vary monthly and will 
          (which is an Interest Charge) will be charged to your Account and will  be reset on the ?rst day of each billing cycle by adding an index (Index) to 
          appear on your Statement. We do not certify or return Balance Transfer  a margin for each Transaction Type. The Index is determined monthly and it 
          Checks.                        is the three month LIBOR (London Interbank Offered Rate) published in the 
                                         northeastern edition of The Wall Street Journal in its Money Rates table on the 
         c)   Cash Advances. In this Agreement, Cash Loans, ATM Loans, Convenience  ?rst day of the preceding month rounded up to the nearest one-quarter of a 
          Checks and Cash Advance Fees will be referred to as �Cash Advances.� percentage point. If the ?rst day of the preceding month is not a business day, 
          (i)   Cash Advances and ATM Loans. You can use your Card to obtain  the Bank will use the three month LIBOR published on the next business day. 
            Cash Advances from any ?nancial institution or merchant that accepts  If more than one three month LIBOR is published in The Wall Street Journal 
            your Card and processes the transaction. The minimum amount of  Money Rates table, we will use the highest three month LIBOR. In the event 
            any Cash Advance you can obtain in this manner is $20. The total  that The Wall Street Journal ceases to be published or ceases or otherwise 
            amount of Cash Advances you can obtain from ?nancial institutions  does not publish the three month LIBOR, we may use the three month LIBOR 
            and merchants in one day is $3,000 or the available amount of your  published in any other newspaper of general circulation, or we may substitute 
            Cash Advance Limit, whichever is less. You can also use your Card  a similar Index at our sole option. Your margins are shown on your Pricing 
            and personal identi?cation number (PIN ) to get a Cash Advance from  Addendum. If your Standard Rates are variable, your Standard Rates will 
            any automated teller machine (ATM ) that accepts your Card. The total  increase if the Index increases. Any increase in your Standard Rates will apply 
            amount of Cash Advances you can obtain from ATMs in one day is  to all unpaid Purchases, Balance Transfers and Cash Advances (regardless 
            $500 or the available amount of your Cash Advance Limit, whichever  of the transaction date) and will increase the Interest Charge and your New 
            is less. We or the operators of ATMs may place additional limitations  Balance and may increase the Minimum Payment.
            and requirements on Cash Advances you may obtain from ATMs.  10.   Interest  Charge. The Interest Charge consists of (a) the application of certain 
            Authorization for Cash Advances over a certain dollar amount or  periodic rates to a Daily Balance (Periodic Interest Charges) for Purchases, 
            number may be refused under certain circumstances even though you  Cash Advances and Balance Transfers (including current transactions) and (b) 
            have Available Cash. These restrictions may be for security or other  the Cash Advance Fees, Foreign Transaction Fees and Balance Transfer Fees 
            reasons, including: (i) the ATM or other electronic authorization system  (Transaction Fee Interest Charges), as applicable.
            is not working properly; (ii) your Card or PIN has been reported lost or 
            stolen or has been canceled; (iii) the ?nancial institution, merchant or    a)   Periodic Interest Charges. 
            ATM does not have enough cash; and (iv) circumstances beyond our    (i)  In  General. We calculate the Periodic Interest Charge separately 
            control, such as a power outage. for each Transaction Type (Purchases, Balance Transfers, Cash 
          (ii)   Convenience Checks. From time to time, we may supply you with  Advances, and Cash Equivalent Transactions) by determining the 
            special checks which you can use as you would a regular check to pay  Daily Balance for each Transaction Type each day, multiplying each 
            for goods and services or to write yourself a loan (called Convenience  Daily Balance by the applicable daily periodic rate and adding them 
            Checks ). Convenience Checks may not be used to make payment on  together. If you have a promotional rate in effect, we calculate the 
            any account issued or held by us or our af?liates. Convenience Checks  Periodic Interest Charge for promotional rate transactions separately 
            may be subject to promotional, special or additional terms; these  in the same manner for the respective Transaction Type to which the 
            terms are part of this Agreement. We will pay the amounts you have  promotional rate applies.
            authorized up to your Cash Advance Limit, or to an amount above     (ii)  Determining the Daily Balance. We determine the Daily Balance for 
            your Cash Advance Limit at our discretion, unless otherwise limited  each Transaction Type by (i) taking the beginning balance each day, 
            by the terms or conditions of the Convenience Check. The amount  (ii) adding any new transactions (including any applicable fees and 
            of any Cash Advance and the Cash Advance Fee will be charged to  other charges) and other debits, (iii) subtracting payments and other 
            your Account and will appear on your Statement. Unless subject to  credits, for the Transaction Type, (iv) making any other adjustments, 
            a special promotion, you will be charged a transaction fee for each  and (v) adding accrued Interest Charges for that day. This gives us 
            Cash Advance (Cash Advance Fee ) which is an Interest Charge in the  the Daily Balance. This method results in the daily compounding of 
            amount set forth in Section 16(a)(i). Cash Advance Fees are treated as  Interest Charges. If any day�s Daily Balance is a credit balance, we 
            Cash Advances. We do not certify or return Convenience Checks. will treat it as a balance equal to $0.00 when we calculate the Daily 
          (iii)  Cash Equivalent Transactions. Cash Equivalent Transactions include  Balances for the billing cycle.
            purchasing travelers checks, savings bonds, foreign currency,     (iii)   Total Periodic Interest Charges. We add together the Periodic Interest 
            money orders, wire transfers, lottery tickets, funds used for wagers  Charges for each Transaction Type to determine total Periodic 
            or gambling, or similar products or services as determined by the  Interest Charges for that billing cycle.
            Bank. We will charge your Account a fee for each Cash Equivalent 
                                         b)  Transaction Fee Interest Charges. We will charge you the following 
            Transaction (Cash Equivalent Transaction Fee) in the amount set 
                                           Transaction Fee Interest Charges (Transaction Fees ), as applicable: 
            forth in Section 16(a)(iv). These transactions are also treated as Cash 
                                           Balance Transfer Fees on Balance Transfers, Cash Advance Fees on Cash 
            Advances for all other purposes on your Account. Cash Advance Fee 
                                           Advances, and the Foreign Transaction Fee on certain Cash Advances and 
            Interest Charges for Cash Equivalent Transactions will be added to 
                                           Purchases. 
            your Cash Advance Balances.
                                          Transaction Fees are Interest Charges.
         d)   Obtaining Credit Without Your Card. You can make Purchases or Balance 
          Transfers or obtain Cash Advances without using your Card (such as for    c)   Total Interest Charges. All Transaction Fee Interest Charges charged 
          Internet, mail order or telephone transactions). If you do so, you will be  to your Account during a billing cycle plus total Periodic Interest 
          responsible for the amount of each transaction and any applicable fees  Charges for that billing cycle equal the total Interest Charge for that 
          as if you had used your Card.    billing cycle. There will be a  $1.50 minimum Periodic  INTEREST 
                                           CHARGE in any billing cycle in which a Periodic Interest Charge  
       5.   Green$ense Program.
                                           is due. For the purpose of the minimum Periodic Interest Charge 
         a)   Program Requirements.        calculation, all Transaction Fee Interest Charges are not included.
       		 �		You	 open	 and	 maintain	 a	 Citizens	 Bank	 or	 Charter	 One	 checking	   d)  Periodic Interest Charges on the Statement. On the Statement, you will 
            account and your account is in good standing. see the �Average Daily Balance� for each Transaction Type. The Average 
       		 �		You	apply	for	and	maintain	a	Green$ense �  credit card that is in good  Daily Balance for each Transaction Type is determined by adding up all of 
            standing.                      the Daily Balances for that Transaction Type and dividing the total by the 
                                           number of days in the billing cycle. In the case of transactions posted after 
       		 �		The	Green$ense �  Program is not available to business customers. the end of the previous billing cycle, adding up all of the Daily Balances 
         b)   Eligible Transactions.You may earn cash on eligible transactions. An �eligible  for those Transaction Types and dividing by the number of days between 
          transaction� is any posted Green$ense �  credit card purchase. Credit card  the respective transaction dates and the end of the current billing cycle. 
          purchases DO NOT include Balance Transfers, Cash Advances, Accounts Fees  If you multiply the Average Daily Balance for a Transaction Type by that 
          or charges, Periodic Finance Charges, Life Insurance payments, PaymentCare �  ,  Transaction Type�s daily periodic rate, and multiply the result by the 
          money orders, wire transfers, lottery tickets, gambling charges, or unauthorized  number of days in the billing cycle, the total will approximate the Periodic 
          charges to your Account.         Interest Charges for that Transaction Type attributable to the billing cycle, 
                                           except for minor variations due to rounding.
         c)   Green$ense �  Program Earnings.
                                          Additionally, if you did not pay the New Balance from a previous billing 
       		 �		$0.25	for	each	eligible	credit	card	transaction	posted	in	a	month
                                           cycle in full, Interest Charges continue to accrue to your unpaid balance 
       		 �	 Maximum	monthly	earnings	of	$20 until the unpaid balance is paid in full. This means that you may still owe 
       		 �	 Maximum	yearly	earning	of	$240 Interest Charges, even if you pay the entire New Balance indicated on the 
                                           front of your Statement by the next Statement closing date, but did not 
       		 �		You	must	make	10	eligible	transactions	posted	to	your	Green$ense	
                                           do so for the previous month. Unpaid Interest Charges are added to the 
            Credit Card monthly.
                                           applicable Transaction Type of your Account. The Periodic Interest Charge 
       		 �		Eligible	 transactions	 will	 be	 counted	 at	 the	 end	 of	 each	 calendar	 may be referred to on the Statement and other places as �interest� or 
            month, and Green$ense �  earnings will be credited to your Citizens  �?nance charge.� 
            Bank or Charter One checking account on the second business day 
                                       11.  When the Periodic Interest Charge Begins.
            of the following month.
                                         a)  Purchases. Interest Charges for Purchases will begin to accrue on the 
       		 �		Eligible	 transactions	 must	 be	 posted	 to	 your	 account	 during	 the	
                                           transaction date and will continue to accrue until payment in full is credited 
            month in order for it to count towards earning eligibility and 
                                           to your account. The transaction date for Purchases is the day you made 
            Green$ense Cash earned for that month.
                                           the Purchase as shown on a Statement. You can avoid paying Periodic 
       		 �		All	 Green$ense	 Credit	 Card	 Cash	 will	 be	 paid	 into	 a	 Citizens	 Bank	 Interest Charges on Purchases in any billing cycle if you always pay the 
            or Charter One checking account. The Citizens Bank or Charter One  entire New Balance on your current Statements by the Payment Due Date 
            checking account that the Green$ense Credit Card Cash will be paid into  (the �grace period�). In addition, if you paid your previous balance in full 
            is based on the following: 1) The Citizens Bank or Charter One checking  by the Payment Due Date, you will not be charged any Periodic Interest 
            account associated with a Value or Combined Plan with Green$ense; 2)  Charges on any portion of new purchases when they are ?rst billed on your 
            The most recent Citizens Bank or Charter One checking account that was  current monthly statement if you make a payment during the month when 
            paid Green$ense cash; 3) The Citizens Bank or Charter One checking  ?rst billed and we allocate such payment under the allocation scheme (see 
            account that you are listed as the Primary Account Holder; 4) The  Section 7) to your new purchases. The Payment Due Date will be at least 
            checking account that you are listed as a Non-Primary Account Holder. 5)  twenty-one (21) days from the Statement Date.
            If you have more than one account that falls into one of the criteria listed 
                                         b)  Balance Transfers and Cash Advances. There is no grace period for 
            above, the account that will be paid will be the account with the most 
                                           Balance Transfers or Cash Advances, unless a special promotional 
            checking account transactions posted for that month.
                                           offer applies. You will always pay a Periodic Interest Charge on Balance 
            (i)  If at any time you enroll in a Value or Combined Plan your earnings  Transfers and Cash Advances from the transaction date to the date you 
             will revert to:               pay the amount in full. This will be true even if you pay the entire New 
       				  �	 $0.50	for	each	eligible	credit	card	transaction	posted	in	a	month. Balance shown on your Statement by the Payment Due Date for every 
                                           Statement. The transaction date for Balance Transfers is the day you 
       				  �		Yearly	maximum	of	$240	in	earnings	is	a	combined	maximum	
                                           made the Balance Transfer as shown on a Statement. The transaction 
               between your Green$ense Credit Card and the Green$ense Debit 
                                           date for Cash Advances and related Cash Advance Fees is the day you 
               Card associated with your Value or Combined Plan.
                                           received the Cash Advance.
       				  �		No	minimum	#	of	eligible	transactions	need	to	be	made	from	your	
                                       12.   Credit  Balance. If your New Balance is a credit balance, we will refund the 
               credit card in order to earn Green$ense Credit Card Cash.
                                         amount of the credit to you promptly, if you request us to do so in writing, or 
            (ii)  If you opt out or no longer meet the Value or Combined Plan  as required by law. If you have a credit balance that is less than $1,000 or such 
             requirements and maintain a checking account your Green$ense  other amount as we may determine, you may be able to request a refund over 
             Credit Card earnings will revert back to: the telephone. If you have a credit balance at the end of a billing cycle and 
       				  �	 $0.25	for	each	eligible	credit	card	transaction	posted	in	a	month	 you have Purchases, Balance Transfers or Cash Advances balances, we may 
                                         transfer the credit balance to the other balances.
       				  �		Maximum	monthly	earnings	of	$20
                                       13.  Cards, Balance Transfer Checks and Convenience Checks. Any Cards, 
       				  �		Maximum	yearly	earning	of	$240
                                         Balance Transfer Checks or Convenience Checks issued to you belong to us. You 
       				  �		You	 must	 make	 10	 eligible	 transactions	 posted	 to	 your	 agree to sign each Card before you use it. You agree to return your Cards, Balance 
               Green$ense Credit Card monthly. Transfer Checks and Convenience Checks to us at any time, if we ask you. When 
            (iii)  For customers enrolled in a Value or Combined Plan, earnings begin  you present your Card, we, a merchant, or any other party acting on our behalf 
             to accrue as of the business day you accept the Value or Combined  can retain your Card, without prior notice to you.
             Plan Terms and Conditions agreement. 14. Default.
       6.   Statement. We will send you a Statement each month that you have a   a)  Default De?ned.
        credit or debit balance of more than $1, when an Interest Charge has been 
                                           If any one of the following events happen, you are in Default:
        imposed, or when there has been activity in your Account, unless we deem 
        your Account uncollectible or delinquency collection proceedings have been     (i)  you fail to make a Minimum Payment by the Payment Due Date; 
        instituted against you. Your Statement will show the total amount that you     (ii)  you exceed either your Cash Advance Limit or your Total Credit Limit;
        owe us (New Balance ). It will also tell you the minimum payment you must 
                                           (iii)  you gave us incomplete or false information to get your Account or 
        make (Minimum Payment ) and tell you when payments are due (Payment Due 
                                             when we requested additional information from you;
        Date). Your Statement will also show your Total Credit Limit, the available 
        amount of your Total Credit Limit for use on the closing date of the billing     (iv)  you make or permit to be made any transaction that is illegal under 
        cycle (Available Credit ), Cash Advance Limit and Available Cash as of the  any state or federal law;
        closing date (Statement Date) of the billing cycle. Your Available Credit will be     (v)  you break any promise you made to us in this Agreement;
        the amount of your Total Credit Limit, minus the sum of: (a) the New Balance, 
                                           (vi)  you become delinquent on one or more accounts you have with us, 
        (b) any Purchases, Balance Transfers or Cash Advances which have been 
                                             which in our determination adversely affects your ability to meet 
        authorized but not yet posted to your Account, and (c) the amount of any 
                                             your obligations under this Agreement;
        payments that have not yet cleared as of the closing date of your billing cycle.
     219668WL_M409-3_Prt8.indd   1                               5/1/12   6:40 PM
          (vii)  you are not paying your debts as they become due or you become  your Account is closed within 30 days after we mailed your Statement on 
            involved in bankruptcy, insolvency, foreclosure, garnishment,  which the fee was charged to your Account. You may pay any Balance due on 
            repossession or similar proceedings; your Account in full at any time.
          (viii)  you make a payment that is returned or dishonored for any reason; or 25.   Questions. Write to: Credit Card Services � Customer Service, P.O. Box 7092, 
          (ix)  we otherwise reasonably believe you won�t keep your promises  Bridgeport, CT 06601 or call TOLL FREE 1-800-426-1114 if you have any 
            made in this Agreement or pay what you owe. questions about your Account or this Agreement. A telephone call will not 
                                         preserve your rights under federal law.
         b)   Bank Remedies for Default.
                                       26.   Force  Majeure. Except as otherwise required by applicable law, we are not 
          (i)  If you are in Default, we may do any of the following things: responsible and will incur no liability to you for any failure, error, malfunction 
       			  �		The	Bank	may	reduce	your	Total	Credit	Limit	and/or	your	Cash	 or any delay in carrying out any of our obligations under this Agreement if 
             Credit Limit, increase your Minimum Payment, close your  any such failure, error, malfunction or delay results from causes beyond our 
             Account or suspend or terminate credit privileges. If the Bank  reasonable control.
             closes your Account, the Bank may cancel your privilege to make  27.   Credit Reporting Notice, Messages and Liability. We may report information 
             further Purchases, receive Cash Advances, or write Balance  about your Account to credit bureaus. Late payments, missed payments, or 
             Transfer Checks or Convenience Checks. other defaults on your Account may be re?ected in your credit report. You 
       			  �		If	you	are	in	Default,	you	understand	and	agree	that	a	negative	 authorize us to collect information about you including credit reports from 
             report re?ecting on your Account may be submitted to consumer  consumer reporting agencies. If you believe we have furnished inaccurate 
             reporting agencies.         or incomplete information about you or your Account to a credit reporting 
                                         agency, write to us at: Disputes, P.O. Box 7092, Bridgeport, CT 06601. Please 
       			  �		Apply	the	Penalty	Rate	to	all	Purchases,	Balance	Transfers	and	
                                         include your name, address, home phone number and Account number, and 
             Cash Advances that occur more than 14 days after we provide 
                                         explain what you believe is inaccurate or incomplete. You agree to accept 
             notice to you. 
                                         calls or text messages from us, or anyone acting on our behalf, to any number 
       			  �		If	Section	14(b)(i)	applies,	the	Penalty	Rate	will	apply	inde?nitely. you provide or to any number at which we reasonably believe that we may 
          (ii)  If we do not receive your Minimum Amount Due within 60 days after  contact you (including calls and text messages to mobile, cellular and similar 
            the Payment Due Date for such payment, the Bank may: devices). You agree that the calls may be monitored and/or recorded or may 
                                         use autodialing and/or recorded messages. You agree that calls concerning 
       			  �		Apply	the	Penalty	Rate	to	all	your	existing	balances	and	all	future	
                                         your Account are not unsolicited. You also agree to receive emails from us to 
             Purchases, Balance Transfers and Cash Advances.
                                         any address where we reasonably believe that we may contact you. We are 
       			  �		If	Section	14	(b)(ii)	applies	and	for	six	consecutive	billing	cycles	 not liable for any refusal to honor your Account. This can include a refusal to 
             following the cycle in which the Penalty Rate is imposed, you  honor your Card or Account or any check written on any transaction on your 
             comply with all the terms of your Agreement, including, but  Account. We are not liable for any retention of your Card by us, any other 
             not limited to, making all required Minimum Payments by  ?nancial institution, or any provider of goods or services.
             their Payment Due Dates, the Bank will reinstate your Annual 
                                         We cannot ensure against unauthorized inquiries about or access to your 
             Percentage Rate on Purchases, Balance Transfers and Cash 
                                         Account or Account information. You agree that so long as we are complying 
             Advances. 
                                         with applicable law and regulation that we will not be responsible or liable for 
          (iii)  Before we apply a Penalty Rate, we will provide notice to you as  the release of information to anyone who has gained access to your Account 
           required by applicable law. The notice will describe the Penalty Rate,  or Account information.
           its duration and which outstanding and/or future transaction to which 
                                       28.   Your Billing Rights: Keep this Document for Future Use
           the Penalty Rate will apply.
                                         This notice tells you about your rights and our responsibilities under the 
       15.   Collection  Costs. If you are in Default, we may refer your Account for 
                                         Fair Credit Billing Act.
        collection or take any other actions permitted by this Agreement or applicable 
        law. If we do, you agree to pay the reasonable fees and expenses of our  What To Do If You Find A Mistake On Your Statement
        collection agency or other person collecting your Account, as permitted by    If you think there is an error on your statement, write to us at: Credit Card 
        law. We may also sue you to collect the amount due. If we do that, you  Services � Disputes, P.O. Box 7092, Bridgeport, CT 06601-3211
        agree to pay all court costs and expenses of collection, including reasonable 
                                         In your letter give us the following information:
        attorneys� fees as allowed by law.
                                        -  Account information: Your name and account number.
       16.  Account  Fees. You agree to pay the following Account Fees, as applicable. 
        Each of the Account Fees, except Cash Advance Fees, are treated as   -  Dollar amount: The dollar amount of the suspected error.
        Purchases when charged to your Account. Cash Advance Fees are treated as    -  Description of problem: If you think there is an error on your bill, 
        Cash Advances when charged to your Account. describe what you believe is wrong and why you believe it is  
        a)  Transaction Fees.              a mistake.
          (i)  Cash Advance Fee. For each Cash Advance, we will charge your    You must contact us:
            Account a fee (Cash Advance Fee) up to three percent (3%) of the    -  Within 60 days after the error appeared on your statement.
            U.S. Dollar amount of the Cash Advance, but not less than a minimum 
            Cash Advance Fee of $10. This fee is an INTEREST CHARGE. We    -  At least 3 business days before an automated payment is scheduled, if 
            charge Cash Advance Fees in addition to Periodic Interest Charges.  you want to stop payment on the amount you think is wrong.
          (ii)  Foreign Transaction Fee. When you use your Card in another country    You must notify us of any potential errors in writing. You may call us, but if you 
            to obtain cash or to purchase goods or services, we will charge your  do we are not required to investigate any potential errors and you may have to 
            Account a Foreign Transaction Fee equal to the greater of (i) $1.50  pay the amount in question.
            or (ii) our Issuer Fee of two percent (2%) of the U.S. Dollar amount  What Will Happen After We Receive Your Letter
            of the transaction, plus a Card Association Fee; (a) For Visa �  Card    When we receive your letter, we must do two things:
            transactions in another country, we will charge your Account a Card 
            Association Fee of one percent (1%) of the U.S. Dollar amount of the    1.  Within 30 days of receiving your letter, we must tell you that we received 
            transaction; (b) for MasterCard transactions in another country that are  your letter. We will also tell you if we have already corrected the error.
            made in U.S. Dollars, we will charge your Account a Card Association    2.  Within 90 days of receiving your letter, we must either correct the error 
            Fee of eight-tenths of one percent (0.8%) of the U.S. Dollar amount  or explain to you why we believe the bill is correct.
            of the transaction; or (c) for MasterCard transactions in a currency 
                                         While we investigate whether or not there has been an error:
            other than U.S. Dollars, we will charge your Account a Card Association 
            Fee of one percent (1%). The Foreign Transaction Fee is an INTEREST    -  We cannot try to collect the amount in question, or report you as 
            CHARGE.                        delinquent on that amount.
          (iii)  Balance Transfer Fee. Unless a special promotional offer or other    -  The charge in question may remain on your statement, and we may 
            offer applies, we will charge your Account a Balance Transfer Fee  continue to charge you interest on that amount.
            for each Balance Transfer in an amount up to four percent (4%)    -  While you do not have to pay the amount in question, you are responsible 
            of the U.S. Dollar amount of the Balance Transfer, but not less than  for the remainder of your balance.
            a minimum Balance Transfer Fee of $10. This fee is an INTEREST 
                                         -  We can apply any unpaid amount against your credit limit.
            CHARGE. We charge Balance Transfer Fees in addition to Periodic 
            Interest Charges.            After we ?nish our investigation, one of two things will happen:
          (iv)  Cash Equivalent Transaction Fee. Cash Equivalent Transactions are    -  If we made a mistake: You will not have to pay the amount in question or 
            those transactions performed using a merchant or service provider  any interest or other fees related to that amount.
            that Visa or MasterCard identi?es as a seller of travelers checks,    -  If we do not believe there was a mistake: You will have to pay the amount 
            foreign currency, money orders, wire transfers, lottery tickets, funds  in question, along with applicable interest and fees. We will send you a 
            used for wagers or gambling, or similar products or services. For  statement of the amount you owe and the date payment is due. We may 
            Cash Equivalent Transactions, we will charge your Account a Cash  then report you as delinquent if you do not pay the amount we think you 
            Equivalent Transaction Fee equal to the greater of ?ve percent (5%) of  owe.
            the Cash Equivalent amount or $20. This fee is an INTEREST CHARGE. 
                                         If you receive our explanation but still believe your bill is wrong, you must 
            We charge Cash Equivalent Transaction Fees in addition to Periodic 
                                         write to us within 10 days telling us that you still refuse to pay. If you do 
            Interest Charges.
                                         so, we cannot report you as delinquent without also reporting that you are 
        b)  Other Account Fees.          questioning your bill. We must tell you the name of anyone to whom we 
          (i)  Annual Membership Fee. Please refer to your Pricing Addendum to  reported you as delinquent, and we must let those organizations know when 
            determine if an Annual Membership Fee applies to your Account. the matter has been settled between us. If we do not follow all of the rules 
                                         above, you do not have to pay the ?rst $50 of the amount you question even 
          (ii)  Card Replacement Fee. If we replace a stolen, lost or damaged Card, 
                                         if your bill is correct.
            we may charge your Account a Card Replacement Fee of $10. We 
            may charge additional fees for expedited or overseas delivery of your  Your Rights If You Are Dissatis?ed With Your Credit Card Purchases
            replacement Card.            If you are dissatis?ed with the goods or services that you have purchased with 
          (iii)  Late Payment Fee. We may charge your Account a Late Payment  your credit card, and you have tried in good faith to correct the problem with 
            Fee if we do not receive your Minimum Payment by the Payment Due  the merchant, you may have the right not to pay the remaining amount due 
            Date. Your Late Payment Fee is $25 for the ?rst occurrence and up to  on the purchase.
            $35 for additional occurrences during the next six billing cycles. In no    To use this right, all of the following must be true:
            event will your Late Payment Fee exceed the Minimum Payment. No 
                                         1.  The purchase must have been made in your home state or within 100 
            late fee will be assessed if your Minimum Payment is less than $30.
                                           miles of your current mailing address, and the purchase price must 
          (iv)  Copy Fee. We may charge your Account a Copy Fee of $5 for each  have been more than $50. (Note: Neither of these are necessary if your 
            page of photocopy of any sales slip or other record of your Account  purchase was based on an advertisement we mailed to you, or if we own 
            plus $30 per hour for the time it takes our employees or agents to  the company that sold you the goods or services.)
            make the copies, to the extent permitted by law.
                                         2.  You must have used your credit card for the purchase. Purchases made 
          (v)  Stop Payment Fee. We may charge your Account a Stop Payment  with cash advances from an ATM or with a check that accesses your 
            Fee of $29 when you request that we stop payment of a check you  credit card account do not qualify.
            have requested under Section 4 of this Agreement (including Balance 
                                         3.  You must not yet have fully paid for the purchase. 
            Transfer Checks and Convenience Checks). You may make a stop 
            payment request by calling us TOLL FREE at 1-800-426-1114 or by    If all of the criteria above are met and you are still dissatis?ed with the 
            writing to: Credit Card Services � Customer Service, P.O. Box 7092,  purchase, contact us in writing at: Credit Card Services � Disputes, P.O. Box 
            Bridgeport, CT 06601. We will accept a stop payment order only if we  7092, Bridgeport, CT 06601-3211.
            have reasonable time to act on the order before we pay the item or    While we investigate, the same rules apply to the disputed amount as 
            become legally obligated to do so. discussed above. After we ?nish our investigation, we will tell you our 
       17.  Foreign Transaction/Currency Conversion. If you use your Card or Account  decision. At that point, if we think you owe an amount and you do not pay, we 
        in another country to obtain cash or to purchase goods or services in a  may report you as delinquent.
        currency other than U.S. Dollars, MasterCard or Visa (whichever applies) 
        will convert the amount of the charge in foreign currency into a U.S. Dollar 
        amount. To make this conversion, MasterCard or Visa will use the procedure 
        set forth in their respective operating rules. MasterCard and Visa may change 
        the procedures from time to time at their discretion. Those rules provide that 
        MasterCard or Visa may make the conversion to U.S. Dollars using either a 
        (a) government-mandated rate or (b) rate selected by Visa or MasterCard as 
        applicable, from a range of rates available in wholesale currency markets. In 
        either case, the rate used will be the rate in effect on the applicable central 
        processing date Visa or MasterCard as applicable, processes the transaction, 
        increased by the Foreign Transaction Fee (Issuer Fee and the Card Association 
        Fee set forth in Section 16(a)(ii) as applicable). The currency conversion rate 
        in effect on the processing date may differ from the rate in effect on the date 
        of your transaction. You agree to accept and pay the U.S. Dollar amount 
        converted from a foreign currency as provided in this Section. 
         For Visa Card transactions, if a credit is subsequently given for a transaction, 
        Visa will use the currency conversion procedure described above. The currency 
        conversion rate in effect on the original transaction date may differ from the rate 
        in effect on the date the transaction credit was issued. We will deduct three 
        percent (3%) (the Issuer Fee and the Card Association Fee as described above in 
        Section 16(a)(ii)) of the transaction from this amount. This means that the amount 
        of the credit may be different from the amount that was originally charged to your 
        Account for the transaction.
         For MasterCard Card transactions, if a credit is subsequently given for a 
        transaction, MasterCard will use the currency conversion procedure described 
        above. The currency conversion rate on the original transaction date may differ 
        from the rate in effect on the date the transaction credit was issued. We will 
        deduct the Card Association Fee and the Issuer Fee described above in Section 
        16(a)(ii) from this amount. This means that the amount of the credit may be 
        different from the amount that was originally charged to your Account for the 
        transaction.
       18.   Changing Terms of Agreement. We may change terms of this Agreement at 
        any time. If required by applicable law, we will provide notice of the change 
        to you before the effective date of the change.
       19.   Notices. You promise to notify us promptly of any change in your address. We 
        will send Statements and notices to your last known address. If there are two 
        or more persons obligated under this Agreement, we can send Statements and 
        notices to any one of these persons.
       20.   Lost or Stolen Cards/Unauthorized Use. You will not be liable for the use of 
        your Card that occurs after the loss, theft or unauthorized use of your Card, 
        provided that you notify us of such loss, theft or possible unauthorized use 
        within a reasonable period of time after you knew or should have known 
        of such loss, theft or possible unauthorized use. To report loss, theft or 
        unauthorized use call TOLL FREE 1-800-443-0164. If you fail to notify us 
        within a reasonable period of time after such loss, theft or unauthorized use, 
        your liability will not exceed $50.
       21.   Applicable Law. This Agreement and the use of your Account are governed by, 
        and interpreted under, federal law (including but not limited to the laws, rules 
        and regulations applicable to national banks), the United States Arbitration 
        Act and, to the extent not governed or preempted by federal law, Connecticut 
        law, applicable to contracts made and to be performed in Connecticut without 
        reference to principles of con?ict of laws. The legality, enforceability and 
        interpretation of this Agreement and the amounts contracted for, charged 
        and received under this Agreement will be governed by such laws. We accept 
        this Agreement in Connecticut. Decisions about granting credit to you and 
        all credit extended under this Agreement are made by us from Connecticut. 
        Federal and Connecticut law also apply to any controversy, claim or dispute 
        arising from or relating in any way to the subject matter of this Agreement 
        or your Account, including statutory, equitable and tort claims. If any part of 
        this Agreement becomes invalid under applicable law, the remainder of this 
        Agreement will remain valid and in effect. If your Account is subject to a law 
        setting maximum loan, rates, fees or charges which is ?nally interpreted so 
        that the charges on your Account would exceed permissible limits, then any 
        such charge will be reduced (including retroactively) to permitted limit and any 
        amounts collected from you exceeding those limits will be refunded to you.
       22.   Delayed  Enforcement. We can delay enforcing any of our rights under this 
        Agreement without losing any of them.
       23.   Assignment. We may at any time, and without notice to you, sell, assign or 
        transfer your Account, any amount due on your Account, this Agreement or 
        our rights and obligations under your Account or this Agreement to any person 
        or entity. The person or entity to whom we make any such sale, assignment 
        or transfer is entitled to all of our rights and subject to all of our obligations 
        under this Agreement, to the extent sold, assigned or transferred.
       24.   Cancellation. Even if you are not in Default, we may at any time (a) reduce 
        your Total Credit Limit and Cash Advance Limit, (b) close your Account, (c) 
        cancel or suspend your privileges to make further Purchases and Balance 
        Transfers or obtain Cash Advances, or (d) cancel or suspend any Account 
        privileges or bene?ts. We can also reissue a different Card to you at any time.
         When your Account is closed, you must contact anyone authorized to charge 
        transactions to your Account, such as Internet service providers, health clubs 
        or insurance companies. These transactions may continue to be charged 
        to your Account until you change the billing. Also, if we believe you have 
        authorized a transaction or are attempting to use your Account after you have 
        requested to close the Account, we may allow the transaction to be charged 
        to your Account and you will be responsible for payment under the terms of 
        this Agreement.
         If you open a Joint Account, any one of you who is a Joint Account holder may 
        close your Account at any time by (i) sending a written request to close your 
        Account signed by that person to: Credit Card Services � Customer Service, 
        P.O. Box 7092, Bridgeport, CT 06601 or (ii) calling TOLL FREE 1-800-426-
        1114. We may immediately close your Account after we receive such a 
        request without giving notice to the other Joint Account holders. You agree 
        you will not hold us responsible for any costs, damages or inconvenience you 
        suffer as a result of the closing of your Account by any Joint Account holder. 
         If you or any Joint Account holder closes your Account or if we close your 
        Account, you may not make any further Purchases and Balance Transfers or 
        obtain Cash Advances. If you use your Account and we either by mistake or 
        otherwise extend credit to you after your Account has been closed, you remain 
        responsible for paying those charges. If we, you, or a Joint Account holder 
        closes your Account, we may, at our option, require you to pay the entire 
        Balance of your Account at once or permit you to pay the Balance in monthly 
        payments as provided in this Agreement or otherwise as we determine. We 
        will not charge your Account an Annual Membership Fee after it is closed. 
        Other Account Fees such as a Late Payment Fee will apply, as applicable. 
        If any Joint Account holder decides to close your Account after the Annual 
        Membership Fee is billed, we will remove the fee from your Account provided 
                                                             Green$ense CHA (L) - 6/12
     219668WL_M409-3_Prt8.indd   2                               5/1/12   6:40 PM
                              INTEREST�RATES�AND�INTEREST�CHARGES�
          Annual Percentage Rate (APR) for 
                                     0.00% introductory APR for the first 12 billing cycles from 
          Purchases 
                                     date of account opening. After that, your APR will be 
                                     12.99%, 14.99%, 17.99%, or 19.99%. 
                                     This APR will be based on your creditworthiness and will vary 
                                     with the market based on LIBOR.* 
          APR for Balance Transfers  0.00% introductory APR for the first 12 billing cycles from date 
                                     of account opening. After that, your APR will be 12.99%, 
                                     14.99%, 17.99%, or 19.99%. This APR will be based on your 
                                     creditworthiness and will vary with the market based on 
                                     LIBOR.* 
          APR for Cash Advances      21.99%. This APR will vary with the market based on LIBOR.* 
          Penalty APR and When It Applies  Up to 29.99%. 
                                     This APR may be applied to your account if you: 
                                     (1) Fail to make the minimum payment by the payment due 
                                     date; 
                                     (2) Exceed your Cash Advance Limit or your Total Credit Limit; 
                                     (3) Provide false information to us; 
                                     (4) Use the Account for an illegal transaction; 
                                     (5) Do not pay debts (including other accounts with us) when 
                                     due; 
                                     (6) Make a payment that is returned or dishonored, or; 
                                     (7) Fail to keep a promise under the agreement or we believe 
                                     you will not keep a promise, including making payments. 
                                     How Long Will the Penalty APR Apply? If your APRs are 
                                     increased due to any default (as described above), the Penalty 
                                     APR will apply indefinitely. 
          Paying Interest            Your due date is at least 21 days after the close of each billing 
                                     cycle. We will not charge you interest on purchases if you pay 
                                     your entire balance by the due date of each month. You will 
                                     pay interest on Cash Advances, Balance Transfers and 
                                     Convenience Checks from the transaction date. 
          Minimum Interest Charge    If you are charged interest, the charge will be no less than 
                                     $1.50. 
          For Credit Card Tips from   To learn more about factors to consider when applying for 
          the Consumer Financial     or using a credit card, visit the website of the Consumer 
          Protection Bureau          Financial Protection Bureau at 
                                     http://www.consumerfinance.gov/learnmore. 
          �
                                          FEES�
          Annual Fee                 None 
          Transaction Fees            
          � Balance Transfer         Either $10 or up to 4% of the amount of each transfer, 
                                     whichever is greater. 
                                      
          � Cash Advance             Cash Loans, ATM Loans, and Convenience Checks; Either 
                                     $10 or up to 3% of the amount of each advance, whichever is 
                                     greater.  
                                      
                                     Cash Equivalent Transactions; Either $20 or 5% of the amount 
                                     of each advance, whichever is greater. 
                                      
          Foreign Transaction        Either $1.50 or 3% of the U.S. dollar amount of each 
                                     transaction, whichever is greater. 
          Penalty Fees                
          � Late Payment             Up to $35 
          � Returned Payment         None 
          � Over-the-Credit Limit    None 
          �
          How We Will Calculate Your Balance: We use a method called �average daily balances (including new purchases).� See Cardholder 
          Agreement for more details. 
           
          Loss of Introductory Rate: We may end your introductory APR and apply the Penalty APR if any event included in the description of above 
          Penalty Rate applies. 
           
          * Your APR for Purchases and Balance Transfers may vary monthly and will be reset on the first day of each billing cycle by adding the Index 
          to a margin of 12.74-19.74 percentage points. The APR for Cash Advances is determined monthly by adding the Index to a margin of 21.74 
          percentage points. The Index is determined monthly and it is the three month LIBOR (London Interbank Offered Rate) published in the 
          northeastern edition of The Wall Street Journal in its Money Rates table on the first day of the preceding month rounded up to the nearest 
          one-quarter of a percentage point. If the first day of the preceding month is not a business day, the Bank will use the three month LIBOR 
          published on the next business day. 
           
          The information about the costs of the card described in this application is accurate as of December 31, 2013. This information may have 
          changed after that date. To find out what may have changed, call us toll-free at 1-800-426-1114 or write us at Credit Card Services, P.O. Box 
          7092, Bridgeport, Connecticut 06601-7092.