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CARDMEMBER AGREEMENT Please take the time to review the following important
information about your Account and retain it for future reference. This document, including the
accompanying Rates and Fees Table and the Additional Terms of Your Cardmember
Agreement, is an agreement between you, the Cardmember, and us, KeyBank National
Association, and is referred to throughout this document as the "Cardmember Agreement" or
"Agreement." If you have any questions, please call us using the number on the back of your
Card or on your billing statement.
Your Agreement and Promise to Pay: By using the Account, making a payment on the Account, or signing an
application for any Card we send you, you agree to the terms of this Agreement. You agree to pay us all amounts
that we lend to you on your Account, together with Interest Charges and fees as provided in this Agreement.
YOUR ACCOUNT TERMS

IMPORTANT TERMS
You and your

WHAT IT MEANS
All persons who applied for the
Account or who are liable on the
Account by any other means

We, us, our and KeyBank

KeyBank National Association

Credit Limit

Your credit limit is the maximum
amount that you can have
outstanding on your Account at any
time. You agree not to request any
transactions that would cause your
Account balance to exceed the credit
limit. You are responsible for
balances on your Account including
amounts charged in excess of your
credit limit.

Authorized Users

You are responsible for any use of
your Account by an authorized user
or anyone else that you permit to use
your Account. You must notify us to
revoke an authorized user's
permission to use your Account. You
are responsible to recover from that
authorized user and destroy any
Cards, checks and other devices that
can be used as a means of
accessing your Account.

HOW IT AFFECTS THE ACCOUNT
If there are joint Cardmembers, we
may send 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).
We are the creditor of your Account
and the issuer of your Card.
We will advise you of the total credit
limit on your Account when we first
send you your Card and when we
post it on your monthly billing
statement. Your Cash Advance limit
is only a portion of your total
available (unused) credit limit. Your
total credit limit and Cash Advance
limit may change from time to time.
We will notify you of any such
changes through your billing
statement or by sending you a
separate notice, which may be after
the change occurs. If no separate
Cash Advance limit is listed on our
billing statement, then the amount of
your credit limit available for Cash
Advances is your total credit limit.
We may cancel, change, or rescind
your credit availability at any time.
We may approve a transaction that
causes your Account balance to
exceed the credit limit, but we do not
treat such a transaction as a request
for an increase in your credit limit.
If you request, we may issue Cards
that access your Account to your
authorized users. If you revoke an
authorized user, we may close your
Account and issue a new Card(s)
with a different Account number.

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IMPORTANT DEFINITIONS
Cash Advance

Daily Periodic Rate (DPR)

Payment Due Date

Default

The following transactions will be treated as Cash Advances: all advances to get
cash over the counter, through an ATM, or other "cash-like" transactions (such as
purchasing a money order, traveler's check, casino betting chip, or a lottery ticket)
as determined by us. We sometimes call these Cash Equivalents.
The daily periodic rate for a given balance is equal to the APR for that balance
divided by 365. It is a daily interest rate.
This is the date by which we must receive the minimum payment in order for it to be
on time. Your monthly billing statement will list the Payment Due Date.

An Account will be in default if:

1) you fail to make at least the minimum payment when due; 2) you violate any
other provision of this Agreement; 3) we believe you may be unwilling or unable to
pay your debts on time; 4) you file for bankruptcy; or 5) you become incapacitated
or die.

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.

USING YOUR ACCOUNT
You may use your Account only for personal, family or household purposes. You may not use your Account for
illegal purposes, and you may not use your Account for internet gambling (even if legal). However, you are still
responsible for any transactions that you enter into in violation of this Agreement.

USE
Purchases

Balance Transfers and Fees

Cash Advances and Fees

Checks and Fees

HOW IT AFFECTS THE ACCOUNT
We authorize charges to your
Account in accordance with the
terms of the Agreement.
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.
We treat certain transactions as
Cash Advances. See the Cash
Advance section under Your Account
Terms, above.

We may provide checks for your use;
we have the right not to pay a check
for any reason. You may not use a
convenience check to make a
payment on the Account or any other
Account with us.

WHAT IT MEANS
You may use the Account to buy
goods and services.

You can transfer balances to your
Account by contacting us. We will
charge a Balance Transfer fee on the
amount of each Balance Transfer, as
set forth in the Rates and Fees table.

You may obtain cash from ATMs or
at banks.

We will charge a Cash Advance fee
or Cash Equivalent fee on the
amount of each Cash Advance, as
set forth in the Rates and Fees table.

You may use checks provided by us
to access your Account (sometimes
referred to as "convenience checks").
Checks will be added to your
Purchase balance (but there is no
grace period to avoid interest
charges).

We will charge a Convenience Check
Advance Fee on the amount of each
Convenience Check Advance, as set
forth in the Rates and Fees table.

Overdraft Protection Advances and
Fees

You may set up this Account to cover
overdrafts on your checking account

We allow your Card Account to be
linked to a KeyBank Checking

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at KeyBank ("Checking Account").
Overdraft Protection Advances ("OD
Advances") will be treated as Cash
Advances.

We will charge an Overdraft
Protection Transfer Fee to your Card
Account each day an Overdraft
Protection Advance occurs as set
forth in the Rates and Fees Table.

Account. Only one OD Advance will
be made each day. The terms of this
Agreement and your checking
account agreement will apply. In
order to link your Card Account to
your Checking Account, all persons
who applied for the Card Account or
who are liable on the Card Account
must be owners of the Checking
Account. If at any time for any reason
the persons who applied for the Card
Account or who are liable on the
Card Account and the owners of the
Checking Account are different, your
right to take OD Advances will
terminate.

At the end of each business day, an
automatic OD Advance will be made
on your Card Account when the total
amount of withdrawals from your
Checking Account made during the
day and service charges we post to
your Checking Account for the day,
exceed the amount of funds in your
Checking Account that is available
for withdrawal. You request that
these automatic OD Advances be
made and agree that the amount of
the OD Advances will be advanced
from your Card 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. Please
note that 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.

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Recurring Transactions

Promotions

Rewards

Foreign Transaction Fee and
Exchange Rate

Authorization of Transactions/Closing
the Account

You may authorize a third party to bill
charges on a recurring basis to your
Account. To withdraw your
authorization, you must contact the
third party. If your Account is closed
or suspended, your Account number
is changed, or to withdraw
authorization, you will need to
contact the third party.
You may receive special offers
related to your Account.

If your Account provides you with the
opportunity to earn rewards, points
may be redeemed for brand named
merchandise, gift cards, travel
rewards, or other redemption items
as we determine from time to time.
For transactions that take place
outside the United States, a fee may
be assessed on the U.S. Dollar
amount of the transaction. See the
Rates and Fees Table above for the
fee applicable to the Account.

You may close your Account at any
time by notifying us either in writing
at the address shown on your billing
statement or by phone at the number
provided on your billing statement.
We will not honor any convenience
check or authorize any transactions
after your Account is closed. You
remain responsible for any balance
on your Account.

You may cancel the Overdraft
Protection services at any time by
giving us written notice at the
address printed on your Card
Account monthly statement. We may
cancel your Overdraft Protection and
stop making OD Advances at any
time.
We are not responsible for recurring
transactions if your Account is
closed, suspended, or the Account
number changes. You agree that we
may (but are not required to) provide
the third party your current Account
status, Card number and/or
expiration date to facilitate payments.

Any special offer is subject to this
Agreement, unless specified
otherwise.
We will provide you with all
information and terms about your
rewards separately. We will include
on your billing statement all rewards
you have earned.

MasterCard International
("MasterCard") will convert
transactions made in a foreign
country 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). The rate used may
differ from the rate that MasterCard
actually receives.
We may refuse to authorize any
transactions at our sole discretion,
even if there is sufficient available
credit. We are not responsible for
any losses associated with a
declined transaction. We may close
your Account or terminate your credit
privileges at any time for any reason,
subject to applicable law. Your
Account balance will continue to
accrue Interest Charges and fees
and remain subject to all terms of this
Agreement. If we do so, you may not
use your Card or any checks we
have issued.

MAKING PAYMENTS
You will receive a billing statement each month, if one is required. It will show your minimum payment and the
Payment Due Date, and will provide instructions for making your payment.

IMPORTANT INFORMATION
Payment Instructions

WHAT IT MEANS
You must follow the payment
instructions provided on your monthly
billing statement. All payments made

HOW IT AFFECTS THE ACCOUNT
As long as you make your payment
in accordance with the instructions
on your billing statement by the date

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by check must be drawn on a U.S.
financial institution in U.S. Dollars.
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.

You agree to pay at least the
minimum payment when due. You
also agree to pay any past due
amounts and also any amounts in
excess of your credit limit when billed
on your monthly billing statements or
sooner if we ask.

If you paid the New Balance that was
shown on your previous billing
statement by the Payment Due Date
on that statement, then:

 We will not impose Interest

Charges on Purchases during
your current billing period if you
pay the New Balance on your
current billing statement by the
Payment Due Date in the
current billing period, and
 We will credit any payment

applied toward Purchases as of
the first day in your current
billing period if you make a
payment by the Payment Due
Date in the current billing period
that is less than the New
Balance.

If a New Balance was shown on your
previous billing statement and you
did not pay the New Balance by the
Payment Due Date on that
statement, then we will not impose
Interest Charges on any Purchases
during the current billing period if you
pay the New Balance shown on your
current billing statement by the
Payment Due Date in the current
billing period.
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.

Minimum Payment

How to Avoid Paying Interest on
Purchases and When We Begin to
Charge Interest

Application of Payments

Credit Balances

You may request a refund of credit
balances at any time.

and time payments are due, we will
credit your payment as of the day it is
received. We may accept and
process late, partial and payments
marked as "paid in full" without losing
our rights under this Agreement. Any
such payment must be sent to the
special address identified on your
statement.
We will calculate your minimum
payment based on the method
described in the Additional Terms of
Your Cardmember Agreement. The
minimum payment will appear on
your monthly billing statement, and
may include any past due amounts
and any amounts in excess of your
credit limit.

Except as described in the column
on the left, we add new Purchases to
your Account, and they begin to
accrue Interest Charges, on the date
of the transaction.

There is no grace period for Balance
Transfers or Cash Advances. We
add new Balance Transfers,
Overdraft Protection Advances,
Checks or Cash Advances to your
Account no earlier than the date of
the transaction (for Checks, the date
the payee deposits the Check). We
may choose to add fees to your
Account on the date of the related
transaction, the date they are posted,
or the last day of the billing period.

Amounts added to your Account
remain subject to Interest Charges
until paid in full.

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.
If no refund is requested, we will
apply credit balances to new
transactions, unless prohibited by

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law.

INTEREST CHARGES

CALCULATION
We calculate the Daily
Balance for each day

We calculate the Average
Daily Balance
We calculate the Interest
Charges for each balance

We add the Interest
Charged to the Account

We add the Minimum
Interest Charge

HOW WE DO THIS
by taking the beginning balance for each type of transaction each day, adding any
new transactions and any accrued but unpaid interest for the prior day, and then
subtracting any payments and/or credits and other adjustments. We treat any daily
balance that is a credit balance as a zero balance.
by adding all of the Daily Balances for each day in the billing period and then dividing
by the total number of days in the billing period.
by applying the daily periodic rate (DPR) for that balance to the "average daily
balance" for that balance. We multiply the result by the number of days in the billing
cycle. That gives us the total Interest Charges for that balance for that billing period.
by adding the Interest Charges to the balance to which it applies (for example, we
add Interest Charges on the Purchases balance to the Purchases balance). Cash
Advance, Overdraft Protection Transfer, and convenience check fees are added to
the Cash Advance balance and Balance Transfer fees are added to the Balance
Transfer balances, as applicable, and all other fees are added to the Purchases
balance.
by adding the amount set forth in the Rates and Fees table to one or more of the
categories of transactions in which there are balances. We apply the Minimum
Interest Charge for any month where Interest Charges are due but are calculated as
less than the Minimum Interest Charge.

FEES AND OTHER ACTIONS
There may be times when circumstances result in a fee or other action being assessed on the Account. The
Rates and Fees Table lists the amounts of these fees. All such fees will be added to the Purchase balance,
unless otherwise indicated. Additional fees for special services you request may apply. You will be advised of the
amount of such fees at the time of your request.

TO AVOID
Late Payment Fee

ACTIONS YOU MUST TAKE
Ensure that we receive at least the
minimum payment by the Payment
Due Date shown on the monthly
billing statement.

Stop Payment Fee

Do not stop payment on checks.

Collections

Do not default.

Statement Reprint Fee

You can request a copy of your
statement.

Rush Order Fee -

Card Replacement

You can request that a new or
replacement card be sent to you on
an expedited basis.

WHAT WE WILL CHARGE YOU
If any payment is late, we may
charge you a late payment fee. See
the Rates and Fees Table for the late
payment fee applicable to your
Account. In no event will your late
payment fee exceed the amount of
your minimum payment due.
We may charge a stop payment fee
of $34.00 if we stop payment on a
check at your request.
If the Account is in default, we may
take the actions described above in
the Default section under Important
Definitions, above.
We will add a Statement Reprint fee
of $6 to your purchase balance if you
request a copy of your monthly
statement.
We will add a Rush Order fee of $25
to your Purchase balance if you
request that a new or replacement
card be sent to you on an expedited
basis.

FAQ
My Card is lost or stolen, or my
Account has been compromised?

WHAT YOU MUST DO
Contact us immediately and stop
using your Account. Contact us at
the address or telephone number

HOW IT AFFECTS THE ACCOUNT
You will not be liable for any
unauthorized use that occurs after
you notify us. You may, however, be

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listed on your billing statement or
Card.

My Account is closed or suspended? You must still repay all amounts you

My name, address, telephone
number of other information has
changed.

owe under this Agreement.
Notify us of any change.

ARBITRATION AND WAIVER OF JURY TRIAL RIGHTS

liable for unauthorized use that
occurs before your notice to us. In
any case, your liability will not
exceed $50.
You remain responsible for your
balance.
We may also ask you to provide us
updated financial information about
you, and you agree to do so.

Arbitration Provision. This Arbitration Provision sets forth the circumstances and procedures under which a Claim
or Claims (as defined below) may be arbitrated instead of litigated in court. This Arbitration Provision
supersedes and replaces any existing arbitration provision between you and us. This Arbitration
Provision will apply to the Account(s) unless you notify us in writing that you reject the Arbitration
Provision within 60 days of opening the Account(s). 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).

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(s), including without limitation, the validity,
enforceability, or scope of this 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.

This Arbitration Provision will not apply to 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. However, this Arbitration Provision will apply to all other Claims, even if the facts and
circumstances giving rise to the Claims existed before the effective date of this Arbitration Provision.

Any Claim shall be resolved, upon the election of you or us, 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

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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 BYA 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. 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. 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. 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.

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.

OTHER TERMS OF THE RELATIONSHIP

Communications

We may send Cards, statements, and other communications to you at any
mailing or email address in our records. 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.

We may also send an email to any address where we reasonably believe we can
contact you. Some of the legal purposes for calls and messages include:
suspected fraud or identity theft, obtaining information; transaction on or servicing
of the Account; collecting on the Account, and providing you information about
product and services. Notify us immediately of any changes to your contact

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Telephone Monitoring

We may listen to and record your telephone calls with us.

information using the address or phone number shown on your billing statement.

Credit Information

Enforcement

Applicable Law

Amendments

Assignment

Severability

Restrictions on Use

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.
We may also provide information about your Account to credit reporting agencies
and others. We may provide information to credit reporting agencies about this
Account in the name of an authorized user. If you think we provided incorrect
information, write to us at the address provided on your billing statement and we
will investigate.

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.

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.

We may change or terminate all or any part of this Agreement, including 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.

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.

Except as specifically provided in the arbitration section above, 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.

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 transactions are restricted.

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.

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

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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 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.

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, 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.

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Key2More Rewards MasterCard® Credit Card

Interest Rates and Interest Charges

Annual Percentage Rate (APR) for Purchases

APR for Cash Advances

APR for Balance Transfers

Paying Interest

Minimum Interest Charge

For Credit Card Tips from the Consumer Financial
Protection Bureau

Annual Fee

Transaction Fees:

 Balance Transfer Fee

 Cash Advance Fee

 Convenience Check Advance Fee

 Cash Equivalent Fee

00.00 % Introductory APR for the first 6 billing
cycles. After that, your APR will be 11.99 % to
21.99 % based on your creditworthiness. This
APR will vary with the market based on Prime Rate.

23.99 %.This APR will vary with the market based on
Prime Rate.

00.00 % Introductory APR for the first 6 monthly billing
cycles following account opening when balance is
transferred within the first 60 days following account
opening. After that, your APR will be 11.99 % to 21.99
% based on your creditworthiness. This APR will vary
with the market based on Prime Rate.

Your payment due date is at least 25 days after the
close of each billing cycle. We will not charge you any
interest on purchases if you pay your entire balance
by the due date of each month. We will begin charging
interest on cash advances, convenience check
advances and balance transfers on the transaction
date.

If you are charged interest, the charge will be no less
than $00.50 .

To learn more about factors to consider when
applying for or using a credit card, visit the website of
the Consumer Financial Protection Bureau
http://www.consumerfinance.gov/learnmore

Fees

None

Either $10.00 or 4% or of the amount of each
transaction, whichever is greater.

Either $10.00 or 4% or of the amount of each
transaction, whichever is greater.

Either $10.00 or 4% or of the amount of each
transaction, whichever is greater.

Either $10.00 or 4% or of the amount of each
transaction, whichever is greater.

 Overdraft Protection Transfer Fee

$10.00

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 Foreign Transaction Fee

Penalty Fees:

Late Payment Fee

3% of the amount of each foreign currency
transaction after its conversion into U.S. dollars

Up to $35.00

How We Calculate Your Balance: We use a method called the average daily balance method (including new
purchases).

Billing Rights: Information on your rights to dispute transactions and how to exercise those rights is provided in
your Cardmember Agreement.

Loss of Introductory APR: If you make a late payment, we may end offering you a lower introductory APR and
begin charging you the higher APR (for both Purchases and Balance Transfers) that is specified in the table
above and scheduled to take effect after the introductory APR is no longer effective.
KeyBank Rewards Program Terms and Conditions
These terms and conditions (the "Program Rules") are provided by KeyBank National Association ("KeyBank") to govern the use of the
KeyBank Rewards® Program (the "Program"). Services provided by the KeyBank Rewards Program are additionally governed by any other
separate agreement(s) Customer may have with KeyBank, and any amendments or changes made to these Program Rules.

By enrolling in the Program, Customer agrees to be bound by these Program Rules. From time to time we may change the Program Rules.
When any change is made, we will post revisions at our website and/or we will notify you in writing, as applicable. It is your responsibility to
review the Program Rules to be aware of any changes. Your continued participation or failure to terminate your participation in the Program
will evidence your acceptance of the changes and your agreement to be bound by them.

"Customer," "you" or "your" shall mean the person, persons or entities in whose name the Rewards Account is carried on the books of
KeyBank and shall include the masculine and feminine genders and the plural as well as the singular wherever the context so permits. "Us,"
"our" and "we" shall mean collectively KeyBank and all of its affiliates and subsidiaries. "Consumer" means an individual non-business
Customer and a "Business" means a business Customer. Notices and other communications to a Business Customer will be made to the
Business.

I. Reward Programs

Under the Program, you may earn and use points ("Rewards Point(s)") to obtain a variety of rewards ("Rewards") including merchandise,
gift cards, travel rewards, cash back and domestic U.S. air travel rewards as full payment for goods or services available through us. Further
information on available Rewards is displayed at www.keybankrewards.com. You may earn Rewards Points as set forth in Section III below.

KeyBank maintains two rewards programs, the "Basic Rewards Program", and an enhanced rewards program with additional ways to earn
points known as the KeyBank Relationship Rewards Program ("Relationship Rewards Program" or "Relationship Rewards"). The basic
KeyBank Rewards Program is referred to in these Program Rules as the "Basic Rewards Program." Provisions in these Program Rules
identified as regarding the Relationship Rewards Program will govern the Relationship Rewards Program and provisions identified as
regarding the Basic Rewards Program will govern the Basic Rewards Program. Otherwise references to the "Program" shall include the
Relationship Rewards Program and the Basic Rewards Program. The Program Rules will govern both the Relationship Rewards Program and
the Basic Rewards Program, as may be amended from time to time.

KeyBank no longer offers enrollment for the Basic Rewards Program, but allows previously enrolled participants of the Basic Rewards
Program to continue in such Basic Rewards Program, subject to payment of annual fees and the terms of these Program Rules. If you are in
the Basic Rewards Program and you wish to enroll in the Relationship Rewards Program, you may enroll subject to the terms of these
Program Rules.

If you are enrolled in either the Relationship Rewards Program or the Basic Rewards Program, you will have a rewards account ("Rewards
Account") as further described in Section IV.1.

II. Enrollment & Registration.

1. Generally. To receive benefits under the Program, enrollment of one or more Eligible Products is necessary. Any Signer on an Eligible
Product may enroll such Product into the Program, and once an Eligible Product is enrolled, then all other Signers of such enrolled Eligible
Product will automatically be enrolled into the Program. Annual Fees are assessed based upon the Eligible Product(s) which is/are enrolled
and the type of Program chosen. The ability to earn points varies upon the Eligible Products which are enrolled in the Program all as further
detailed below in Section III entitled Earning Points.

2. Enrollment. Enrollment enables Rewards Points to begin accruing relative to an Enrolled Product and/or an Enrolled Signer.

a. Eligible Checking Accounts. To enroll, any Signer on an Eligible Checking Account may call Key's Customer Service (1-800-
KEY2YOU or 1-888KEY4BIZ), log into Online Banking (if such Signer is enrolled in Online Banking), or visit a KeyBank branch.
KeyBank will process your enrollment request as to the Eligible Checking Account and thereafter enroll all Signers of such Eligible
Checking Account. An Eligible Checking Account that has been enrolled in the Program will be referred to in this Agreement as an
"Enrolled Checking Account".
b. Eligible Credit Card Accounts. All Signers on a credit card issued by KeyBank on or after May 24, 2013, and bearing a plastic
number with the first 6 digits of 524924, 519945, 552356, or 519731, (herein an "Eligible Credit Card"), are automatically enrolled in
the Relationship Rewards Program and the Eligible Credit Card is also automatically enrolled. From time to time KeyBank may
determine that other credit card accounts, which it has acquired or which it may hereafter acquire, are eligible to join the Program,
subject to additional terms and conditions.
c. Conversion Credit Card Accounts. Key is converting the following named credit cards to Key's Relationship Rewards Program

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from a different rewards program effective October 4, 2013: (1) KeyBank World MasterCard with Rewards, (2) KeyBank MasterCard
with Rewards, (3) Key Private Bank Visa Signature Elite, (4) Key Private Bank Visa Signature, (5) Key Private Bank World Elite
MasterCard, (6) Key Private Bank World MasterCard, (7) KeyBank Business Travel Rewards MasterCard, (8) KeyBank Business
Rewards MasterCard bearing a plastic number with the first 6 digits of 547538, (9) KeyBank Key2More Rewards MasterCard bearing
a plastic number with the first 6 digits of 548029, 552373 or 548853 (herein collectively referred to as the "October 2013
Conversion Accounts"). The October 2013 Conversion Accounts will be a subset of Eligible Credit Cards and unless specifically
designated otherwise, will have the same terms and conditions of all other Eligible Credit Cards.

3. Registration. Registration enables a Signer to access his or her Rewards Account. You only need to register once using any of the options
applicable to you below. Once you have registered, all of your Rewards Points activity relating to any Enrolled Product for which you are a
Signer, will be visible in your Rewards Account and you will be able to redeem Rewards Points as set forth in Section IV of this Agreement.

a. Enrolled Checking Account. If you are a Signer on an Enrolled Checking Account, you may use the rewards number found on
your Checking Account monthly statement, or available in Online Banking, to register with KeyBank Rewards at
keybankrewards.com. You will need to follow the directions found on the keybankrewards.com website to obtain a user ID and
password for future access.
b. Debit Card. If you are a Signer on an Enrolled Checking Account, you may use the number on your plastic Debit Card to register
with KeyBank Rewards at keybankrewards.com. You will need to follow the directions found on the keybankrewards.com website to
obtain a user ID and password for future access.
c. Eligible Credit Card Account. If you are a Signer on an enrolled Eligible Credit Card Account, you may use the number on your
plastic Credit Card to register with KeyBank Rewards at keybankrewards.com. You will need to follow the directions found on the
keybankrewards.com website to obtain a user ID and password for future access. For October 2013 Conversion Accounts only: Only
the Primary Signer for your Credit Card Account may register for the KeyBank Relationship Rewards Program. All other Signers will
need to call 1-888-333-7780 to access the KeyBank Rewards Center to redeem Rewards Points.

4. Eligible Products. A product eligible for enrollment in the Program is a checking account or a credit card account listed in Table 1 of this
Section II (referred to singularly as an Eligible Checking Account or an Eligible Credit Card Account or an "Eligible Product" or collectively as
"Eligible Products"), except that a checking account listed in Table 1 will not be considered an Eligible Checking Account if such account is
opened as an agency account, custodial account, estate account, or guardianship account. Eligible Products may become ineligible as set
forth in Section VI below. Debit cards are no longer eligible for enrollment on a stand alone basis; rather, usage of a debit card that accesses
an Enrolled Checking Account (herein a "Debit Card") is permitted to earn points as set forth in Section III. If you are enrolled in the Basic
Rewards Program, you may have originally only enrolled your debit card; however, all checking accounts that are tied to a debit card that was
enrolled in the Basic Rewards Program are also enrolled in the Basic Rewards Program.

5. Signers and Primary Signers. A "Signer" always refers to an individual and not to an entity, organization, trust or other business. Signers
for Eligible Checking Accounts and Eligible Credit Card Accounts are further defined as follows:

a. Signer on an Eligible Checking Account . A signer is an individual who signs a signature card (i) in his or her own individual
capacity, or (ii) on behalf of an entity, organization or trust. Additionally, a signer may be a person designated on KeyBank's systems,
books or records as being a signer. The owner of an account may be different than the actual signers. A signer includes sole
owners, co-owners, powers of attorney, authorized minor users and trustees. An authorized user of a Debit Card who has not signed
the signature card, is not a Signer for the purposes of this Agreement or the Program.
b. Signer on an Eligible Credit Card Account. A signer is an individual who is obligated to repay the outstanding amount under an
Eligible Credit Card. A signer includes a borrower, co-borrower or guarantor of the Eligible Credit Card. Additionally, if the Eligible
Credit Card is a business credit card for which the business is the obligor, then signer shall mean the individual who is the legal
representative of the business who applied for the business to receive the Eligible Credit Card. Additionally, a signer may be a
person designated on KeyBank's systems, books or records as being a signer. An authorized user of an Eligible Credit Card who is
not a signer as defined in this subsection is not a Signer for the purposes of this Agreement or the Program.
c. Primary Signer. The "Primary Signer" is the Signer whose name appears first on our records for the Eligible Checking Account.
For an October 2013 Conversion Account, the Primary Signer will be the borrower, and all co-borrowers and/or guarantors will be
considered other Signers.

6. Annual Fee. The annual membership fee will depend on the type of Eligible Product you have enrolled and the Rewards Program you are
enrolled in as set forth in the chart below. There is no annual membership fee if you are enrolling in the Program solely by virtue of being a
signer on an Eligible Credit Card; however, should you wish to also enroll an Eligible Checking Account to be eligible to earn additional points
pursuant to the Program's terms and conditions, you will need to pay the associated annual fee for the Eligible Checking Account. The annual
membership fee is charged on an Eligible Product basis and not on a Signer basis. Therefore, regardless of the numbers of Signers on an
Eligible Product, only one annual membership fee will be charged to a particular Eligible Checking Account. If you enroll more than one
Eligible Checking Account in the Program, you will be charged the corresponding annual membership fee for each Eligible Checking Account
enrolled.

a) This membership fee is subject to change without notice.
b) If a Program annual membership fee applies, you authorize KeyBank to charge this fee automatically to your Enrolled Checking
Account on the first Checking Account statement cycle date after enrollment and then annually thereafter on the statement that
includes the anniversary date of enrollment unless you notify KeyBank of cancellation of participation in the Program at least 60 days
prior to the enrollment anniversary. This annual membership fee is non-refundable.

Table 1: Eligible Accounts and Related Annual Fees

Account Type - Non-Business

Key Privilege Select Checking

Key Privilege Checking

Basic Rewards Annual
Fee

Relationship Rewards
Annual Fee

N/A

N/A

Fee waived

Fee waived

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Sweep Checking

Key Private Bank Personal Checking

Key Private Bank Money Market Checking

Key Advantage Checking

Key Coverage Checking

Key Express Checking

Key Student Checking

KeyBank Access Account

Other Non-Business Checking Accounts Not Listed

Any Credit Card issued by KeyBank on or after May 24, 2013, and bearing a
plastic number with the first 6 digits of 524924, 519945, 552356, including
KeyBank Key2More Rewards MasterCard Credit Card, Key Private Bank
MasterCard Credit Card and KeyBank Platinum MasterCard Credit Card

October 2013 Conversion Accounts

Account Type - Business

Key Business Rewards Checking

KeyBank Basic Business Checking

KeyBank Business Interest Checking

Other Business Checking Accounts Not Listed

Any Credit Card issued by KeyBank on or after May 24, 2013, and bearing a
plastic number with the first 6 digits of 519731 including KeyBank Business
Rewards MasterCard Credit Card

October 2013 Conversion Accounts

III. Earning Points.

N/A

N/A

N/A

N/A

N/A

$30

$30

$30

$30

N/A

N/A

Fee waived

Fee waived

Fee waived

$30

$40

$40

$40

$40

$40

Fee waived

Fee waived

Basic Rewards Annual
Fee

Relationship Rewards
Annual Fee

N/A

$30

$30

$30

N/A

N/A

Fee waived

$40

$40

$40

Fee Waived

Fee waived

1. Generally. If you are in the Relationship Rewards Program and have an Enrolled Checking Account (defined in Section II), you may earn
points for certain transactions or bonus activities outlined below and for opening new Relationship Products (defined below) and/or increasing
the balance of certain of the Relationship Products as specified below. If you have an enrolled Eligible Credit Card Account, but do not have
an enrolled Eligible Checking Account , then you may earn points for certain transactions and bonus activities outlined in the Guide (defined
below), but you will be limited in your ability to earn points for opening new Relationship Products. The only provision of this Section III entitled
Earning Points that applies to the Basic Rewards Program is section III.4.A. regarding Debit Card Usage; all provisions of this Section III apply
to the Relationship Rewards Program. Transactions of authorized users of both Debit Cards and Eligible Credit Cards may earn Rewards
Points; however, such an authorized user will not be able to view or redeem Rewards Points as set forth in Section IV.

2. Guide. KeyBank publishes guides to set forth qualification criteria for earning Rewards Points for particular transactions and events. The
KeyBank Relationship Rewards Points Guide includes information concerning Activity and Bonus Points, Relationship Rewards Product Points
and general Rewards Points, applicability to Enrolled Checking Accounts and enrolled Eligible Credit Cards, and further qualification and earn
rates as specified therein (hereinafter referred to as the "Guide"). The Guide is specifically incorporated into and made a part of the Program
Rules and may be modified by KeyBank at any time. The Guide is available at www.key.com under the rewards tab. KeyBank reserves the
right, in its sole discretion to determine (1) whether any product or service is a Relationship Product eligible to earn Rewards Points, (2)
whether any transaction, product or service is eligible to earn Activity and Bonus Points (defined below), and (3) whether to provide any
product or service to any person or Customer. Important additional information regarding Activity and Bonus Event types, qualifications, and
amount of points earned, is contained in the Guide. Different Activity and Bonus Events may apply for Consumer and Business Customers,
and for Customers in KeyBank's Private Bank. Activity and Bonus Points may be earned for single transactions and for recurring activity, and
are subject to monthly caps. Please refer to the Guide for details.

3. Net Purchases. The term Net Purchases is defined as the dollar value of goods and services purchased with a Debit Card or Eligible Credit
Card after the enrollment date, minus (a) any credits, returns or other adjustments as reflected on the monthly statements, (b) the value of all
Excluded Transactions, and (c) all annual membership fees, late payment fees, over-limit fees, insurance charges, card-related service
charges, finance charges, fees and/or unauthorized charges.

4. Basic Rewards Program. The only Rewards Points that you may earn if you are in the Basic Rewards Program are points for Debit Card
usage.

A. Debit Card Usage Points. A Signer or authorized user of a Debit Card will earn one (1) Reward Point for every six ($6.00 USD) in

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signature debit Net Purchases and one (1) Reward Point for every six ($6.00 USD) in PIN POS Net Purchases. Eligible transactions
do not include Excluded Transactions defined in Section III.9 below and Rewards Points will not be earned on Excluded
Transactions. Although Debit Card usage by authorized users may earn Rewards Points, only Signers may view or redeem such
Rewards Points, all as further set forth in Section IV below.
B. Relationship Rewards Program members may earn points for Debit Card usage as set forth in the Guide.

5. Activity and Bonus Points with Enrolled Checking Account. If you are enrolled in the Relationship Rewards Program, in addition to
earning points by use of your Debit Card, you may earn Rewards Points when you perform certain activities associated with your Enrolled
Checking Account and upon the occurrence of certain events ("Activity and Bonus Events"). These Rewards Points will be known as
"Activity and Bonus Points." Activity and Bonus Events include, without limitation: automated clearing house ("ACH") credits and debits to
your Enrolled Checking Account, online banking transfers associated with personal financial management software, recurring account to
account transfers, online bill payments, writing checks, ATM deposits, use of online statements and for Consumer Customers only, a Birthday
Bonus (as hereafter defined). Transaction amounts, qualifications and other requirements must be met. Important additional information
regarding Activity and Bonus Event types, qualifications, and amount of points earned, is contained in the Guide. A Birthday Bonus is an
award of Rewards Points associated with your Enrolled Checking Account on the birthday of the Primary Signer on the Eligible Checking
Account.

6. "Relationship Product" and Relationship Rewards Product Points for Consumer Customers with Enrolled Checking Account.
Consumer Customers who have an Enrolled Checking Account may earn Rewards Points by opening or establishing a new eligible product or
service as specifically set forth in the guide ("Relationship Product"). Relationship Products eligible for Relationship Reward Product Points
generally include, without limitation, savings accounts, certificates of deposit, home equity lines of credit and loans, loans for autos, boats,
recreational vehicles and motorcycles, personal secured and unsecured loans, home improvement loans, mortgage loans, Preferred Credit
Line, Cash Reserve Credit, KeyBasic Credit Line, subject to inclusion in the Guide. Additionally, from time to time through special offers from
KeyBank, Relationship Rewards Product Points may be awarded for increasing the balance in your savings account or Certificate of Deposit
or for renewing your Certificate of Deposit. Only products or services opened or established after your enrollment in the Relationship Rewards
Program qualify for Relationship Rewards Product Points. Opening balance requirements, credit approvals and all other qualifications must be
met. Important additional information regarding Relationship Product types, qualifications, and amount of points earned, is contained in the
Guide. Relationship Products may differ for Consumer and Private Bank Customers. Please refer to the Guide for details.

7. "Relationship Product" and Relationship Reward Product Points for Business Customers with Enrolled Checking Account. If a
Business owner of an Enrolled Checking Account opens or establishes a new eligible product or service ("Business Relationship Product"),
then Rewards Points are earned and added to the available point balance and any Signer on such Enrolled Checking Account may view and
redeem such Rewards Points, all as further set forth in Section IV. Business Relationship Products include, without limitation, savings
accounts, Business certificates of deposit, Small Business Equity Option line of credit, Cash Reserve Credit, commercial term loans,
commercial lines of credit, small business lines of credit, Key Merchant Services, Key Business Online, and Key Equipment Finance loans or
leases (excluding Competitive Equality Banking Act of 1987 (CEBA) Leases). Additionally, from time to time through special offers from
KeyBank, Relationship Rewards Product Points may be awarded for increasing the balance in your savings account or Certificate of Deposit
or for renewing your Certificate of Deposit. Only products or services opened or established after your enrollment in the Relationship Rewards
Program qualify for Relationship Rewards Product Points. Opening balance requirements, credit approval and other qualifications must be
met. Important additional information regarding Business Relationship Product types, qualifications, and amount of points earned, is contained
in the Guide.

8. Points for Enrolled Credit Card Accounts. KeyBank offers varying levels of Rewards Points depending upon your credit card type.
Subject to the terms of the Guide, Rewards Points will be awarded for the amount of credit card transaction activity, including bonuses for
recurring payments and choosing online statement delivery. Additionally, to reward customers who also have an Eligible Checking Account
with KeyBank (regardless of enrollment status), when you open an Eligible Credit Card, KeyBank will provide Rewards Points to a Signer on
an Eligible Credit Card as long as the qualification criteria in the Guide are met.

9. Excluded Transactions. Excluded Transactions will not be included in the Reward Point calculation. The term Excluded Transactions is
defined as and includes: ATM cash disbursements, manual financial institution cash advances, KeyBank's Cash Reserve Credit transactions,
person-person money transfers, a quasi cash transaction including the purchase of traveler's checks, foreign currency, money orders or
convenience checks, truck stop transactions (any transactions at a truck stop other than an ATM at fuel desks, weigh stations, public scales,
or ports of entry), gaming transactions, tax payments, balance transfers, annual membership fees, point-of-sale cash back transactions
greater than the purchase amount, returned checks, and any credit, return or other adjustment to your Enrolled Checking Account and/or
Credit Card Account. If you are enrolled in the Relationship Rewards Program, the term "Excluded Transactions" as defined above will apply
to the Reward Point calculation for transactions made using your Eligible Credit Card (if applicable) and your Debit Card if your Eligible
Checking Account is enrolled.

IV. Rewards Account and Point Redemption

1. Rewards Account Generally. Each enrolled Eligible Product will have an associated internal rewards account established by KeyBank to
track the Rewards Points earned under the Program. If you are a Signer and are enrolled in either the Relationship Rewards Program or the
Basic Rewards Program, you will have a rewards account ("Rewards Account"), which you may access after you have registered (as set
forth in Section II above). Your Rewards Account number will appear on your statement and will be available online and elsewhere as
determined by KeyBank from time to time. Your Rewards Account will allow you to view the available point balance relating to any Enrolled
Checking Account or Eligible Credit Card for which you are a Signer. The available point balance is an aggregation of Rewards Points
available to any Signer on an enrolled Eligible Product for activities and behaviors engaged in by the Signers of such accounts as set forth in
Section III entitled "Earning Points". You shall have no interest in or rights to the Rewards Account except as provided in these Program
Rules, and the Rewards Account cannot be assigned or transferred by you. Any assignment or transfer of the Rewards Account is null and
void. In order to access the Rewards Account, you will need to have registered as set forth in Section II above entitled Enrollment and
Registration.

2. Rewards Account Mechanics. Your Rewards Account will allow you to view all of the Rewards Points which have been awarded relative
to any Enrolled Checking Account and/or Eligible Credit Card, for which you are a Signer. You will be able to redeem any and all Rewards
Points viewable in your Rewards Account. An authorized user of a Debit Card or an Eligible Credit Card will not be able to view or redeem
Rewards Points. However, activity of other Signers, who also may view and redeem from a common available point balance for which you
both are Signers, may reduce the availability of Rewards Points in your Rewards Account. All Signers on an enrolled Eligible Product will be
able to view and redeem all Rewards Points earned for the enrolled Eligible Products. With respect to Enrolled Checking Accounts, any Signer
will be able to view and redeem all Rewards Points earned for the Enrolled Checking Account, both for Bonus and Activity Points and

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Relationship Rewards Points. For example, if a Signer on a joint Enrolled Checking Account opens a Relationship Product in his or her own
name only, Relationship Rewards Points would appear in the available points balance of the Enrolled Checking Account and could be viewed
and redeemed by any and all Signers on the Enrolled Checking Account. Relationship Rewards Points for any Relationship Product opened
by a Business or by any Signer on a Business Enrolled Checking Account will be displayed in the available point balance relating to the
Business Enrolled Checking Account and could be viewed and redeemed by any and all Signers on the Business Enrolled Checking Account.

3. Redemption. Rewards Points must be redeemed by a Signer on an Eligible Product that is enrolled in the Program. Except as specified
below, to redeem Rewards Points for rewards, log into www.keybankrewards.com or contact the KeyBank Rewards Center. KeyBank
Rewards Center representatives are available Monday through Friday, 7 a.m. to 9 p.m. EST and Saturday through Sunday, 9 a.m. to 6 p.m.
EST. For October 2013 Conversion Accounts, only the Primary Signer may redeem through www.keybankrewards.com and all other Signers
must call 1-888-333-7780 to redeem Rewards Points.

4. Reservation of Rights. KeyBank reserves the right, in its sole discretion, to change how Rewards Points are earned and allocated at any
time.

5. Contacting Key. Your available Rewards Points balance is available at keybankrewards.com, and also can be obtained by calling KeyBank
at 1-800-539-2968, or otherwise as determined by KeyBank from time to time. Additionally, the Rewards Points balance for the Eligible Credit
Card is available on the credit card billing statement; the Rewards Points balance for the Enrolled Checking Account is available on the
checking account statement as well as on branch receipts. If you are enrolled in online banking, you can access your Rewards Points balance
through KeyBank Online Banking or through Key Business Online. KeyBank Rewards Center representatives are available Monday through
Friday, 7 a.m. to 9 p.m. EST and Saturday through Sunday, 9 a.m. to 6 p.m. EST time. Important information regarding the Relationship
Rewards Program ("KeyBank Rewards Information") can be found at key.com/rewards.

6. Redemption Allocation and Expiration. If unused, the Rewards Points carry a 4-year expiration limitation based on the date the Rewards
Points were earned, and upon expiration all unused Rewards Points and rewards shall be forfeited immediately. Rewards Points redeemed
and/or expired, if applicable, will be based on a first-in, first-out process. For October 2013 Conversion Accounts, converted Rewards Points
will retain the same expiration date as they had under your previous rewards program. Points earned after the last full billing cycle prior to
conversion for such Conversion Accounts will be treated as Rewards Points earned under the KeyBank Relationship Rewards Program for the
purposes of determining an expiration date.

7. Transferability. Rewards Points earned are not transferable except as used in accordance with these Program Rules, have no cash value
and cannot under any circumstances be used as payment for any Customer account balance or any other liability or obligation you have to
KeyBank.

8. No Partial Awards. No partial awards will be issued upon redemption of Rewards Points.

9. Value. Rewards Points and rewards have no value, are not refundable or exchangeable and cannot be used except in accordance with
these Program Rules and applicable terms and conditions of rewards suppliers.

10. Availability. Rewards Points are available after transactions are posted and based on the specifications set forth in the Guide.

V. Transfer

Customers enrolled in Relationship Rewards can transfer all or part of their Rewards Points balance in their Relationship Rewards Account to
another Relationship Rewards Account at KeyBank ("Points Transfer"). In order to transfer Rewards Points, a Customer must log into
Keybankrewards.com and follow the steps set forth for Points Transfer. A Customer must know the recipient's Relationship Rewards Account
number in order to complete the transfer. If there is more than one Customer associated with a Relationship Rewards Account, each
Customer may only transfer Rewards Points that were earned by such Customer. Only Customers with Relationship Rewards Accounts in
good standing (as determined by KeyBank in its sole discretion) can participate in Points Transfers, either as a transferor or transferee.
Transferred points retain the expiration date assigned at the time the transferred points were originally earned, not the date of transfer. All
transfers are final. If Rewards Points subject to 1099 reporting are transferred, the 1099 reporting and associated tax liability remains with the
Customer who earned the points.

VI. General Program Details

1. Continuing Eligibility. If you are enrolled in KeyBank Basic Rewards, you must have signature authority on your KeyBank Checking
Account from which funds are withdrawn to pay for card transactions made by your Rewards Debit Card. For all Programs, eligibility is limited
to KeyBank's Customers, whose enrolled Eligible Products are in good standing. You will only earn Rewards Points as long as KeyBank, in its
sole discretion, determines that your enrolled Eligible Products are acceptable to KeyBank and are eligible for participation in the Program. An
ineligible Checking Account and/or Credit Card Account includes, without limitation, an account that is frozen, restricted, closed, terminated,
cancelled, expired, inactive, dormant, has a legal status, or an account that is subject to litigation or any adverse (or conflicting) claim of any
third party.

2. Cancellation and Discontinuation. If you voluntarily cancel enrollment in the Program or if KeyBank cancels the enrollment due to the
account not being eligible, all unused accrued Rewards Points and rewards shall be forfeited immediately. If you are terminated as a Signer on
an enrolled Eligible Product for any reason, whether due to your own action, action by KeyBank, or death, Activity and Bonus Points and
Relationship Rewards Points earned by you prior to termination will remain in the available point balance and will be available for use by the
Signers of the Eligible Product in connection with which the Points were earned. You may discontinue your participation in the Program at
anytime without notice. KeyBank's cancellation, change or suspension of the Program may result in the forfeiture of earned points and a
change in the redemption of any outstanding rewards.

3. Reservation of Rights. The Program and benefits are offered at the sole discretion of KeyBank. KeyBank reserves the right to cancel,
change or temporarily suspend the Program at any time without notice, including without limitation, to (a) terminate any Customer's or Signer's
membership in the Program for any reason; (b) reduce or eliminate all Rewards Points earned (but not yet credited to your Rewards Account);
(c) add to or modify the terms and conditions of these Program Rules, including, as to the Relationship Rewards Program and the Guides,
additions or modifications to the number of Rewards Points earned for any activity, deletions or modifications to activities that earn Rewards
Points, or modifications to qualifications for Activity and Bonus Events or Relationship Products; (d) discontinue KeyBank's participation in the
Program; (e) terminate or modify its Program; (f) modify the formula to calculate Rewards Points earnings; and (g) in the event of any fraud or
abuse of the Program privileges or violation of the Program Rules (including any attempt to sell, exchange or otherwise transfer Rewards
Points or any instrument exchangeable for the Program). In regard to the Relationship Rewards Program, KeyBank reserves the right, in its
sole discretion, to determine whether any transaction, product or service is eligible to earn Rewards Points, and whether to allow any person
or Customer to undertake any transaction or to receive any product or service.

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4. Governing Law. These Program Rules and Program are governed by the laws of the State of Ohio, without regard to its conflicts of law
principles. The Program is void where prohibited by federal, state or local law.

5. Availability Limitations. Airline tickets, travel rewards packages, merchandise rewards, travel vouchers, gift certificates/gift cards and
other rewards are subject to availability and certain restrictions and fulfillment fees apply.

6. Signer Disputes. KeyBank is not responsible for, and has no duty, obligation or liability regarding any disputes between joint Signers of an
Eligible Product (or authorized users of a Debit Card or Credit Card) relating to Rewards Points ownership, accessibility and/or redemption
rights under the Program.

7. Liability. Every effort has been made to ensure that the information provided is accurate. KeyBank is not responsible for errors or
omissions.

8. Taxes. When you redeem Rewards Points for a reward, you and the merchant are responsible for compliance with all laws related to the
reward, including the payment and collection of any federal, state, and local taxes.

9. 1099-INT Reporting. The fair market value of points earned for opening a savings account or a Certificate of Deposit, for increasing the
balance in your savings account or Certificate of Deposit or renewing your Certificate of Deposit along with interest earned on your Savings
account or Certificate of Deposit (further described in Section III above) will be reported to the IRS on Form 1099-INT. The 1099-INT is issued
for the Savings Account or the Certificate of Deposit since the award of Rewards Points is for opening or increasing the balance of such
account and such an award is considered to be interest earnings. The issuance of the 1099-INT for the Savings Account or Certificate of
Deposit occurs even though the Rewards Points will be added to the available point balance for the Enrolled Checking Account.

10. Travel Taxes and Fees. You are responsible for payment of any passenger facility charges, air segment taxes, departure taxes, customs
fees, baggage charges, security taxes or any other charges assessed by governmental entities or airline company as a result of travel under
the Program, as well as any shipping, courier, fulfillment or certificate fees associated with the Program.

11. Correspondence/Mailing. KeyBank shall not be responsible for any correspondence by you that is lost or delayed in the mail. All travel
tickets, travel packages, merchandise and other rewards will be sent to your address on file at KeyBank or otherwise in accordance with your
instructions. Merchandise shipments cannot be made to a post office box.

12. Finality. All questions regarding accrual of rewards or the fulfillment of rewards shall be resolved by KeyBank, and its decision will be final.
All questions or disputes regarding use of gift certificates/gift cards shall be resolved by the supplier or issuer of the gift certificate/gift card by
contacting customer service department disclosed with the certificate/card.

13. Release. Should KeyBank decide to terminate the Program, and the acceptance and use of the Program, Customer hereby
releases, discharges, and holds harmless KeyBank, MasterCard International Incorporated, doing business as MasterCard
Worldwide, and its affiliates and subsidiaries, (collectively, called "MasterCard"), and their respective subsidiaries, affiliates,
employees, officers, directors, successors and assigns from all claims, damages or liability including but not limited to physical
injury or death, arising out of participation in the Program.

14. Limitation of Liability. Neither KeyBank, MasterCard nor any other entity associated with the Program shall have any liability arising
from, or related to, such rewards of the Program, except as expressly stated herein. If you are denied a benefit of the Program to which you
are entitled, liability of KeyBank and MasterCard shall be limited to your earned portion of the benefit. In no event shall KeyBank or
MasterCard be liable to you for any indirect, incidental, consequential, special or punitive damages arising from this Program or performance
of any obligations hereunder, or any other action or omission by it, even if such party is informed or is otherwise aware or should be aware of
the possibility or likelihood of such damages. KeyBank makes no warranty and hereby disclaims any and all representations or warranties,
express or implied, regarding any subject matter contemplated by these Program Rules, including any implied warranty of merchantability or
fitness for a particular purpose or implied warranties arising from the course of dealing or course of performance.

15. Third Parties. Suppliers of goods and services are independent contractors and are neither agents nor employees of KeyBank,
MasterCard, or any of their affiliates; or any group, organization, or entity endorsing a credit or debit card program by us. We neither offer,
endorse, nor guarantee any of the goods, services, information, or recommendations provided by third parties to you in connection with the
Program.

16. Intellectual Property. The KeyBank name, Key mark design and logo are registered trademarks of KeyCorp, an Ohio corporation.
MasterCard and World MasterCard are registered trademarks of MasterCard International Incorporated and are used by us pursuant to a
license. All other company, product, and service names may be trademarks or service marks of others and their use does not imply
endorsement or an association with this Program.

VII. Airline, Hotel, Car Rental & Travel Packages

1. Travel Tool Terms of Use. Please review the complete rules and restrictions in the "Terms of Use" which govern your use of the Online
Travel Booking Tool available at www.keybankrewards.com ("Travel Tool"). Use of the Travel Tool is subject to the Terms of Use and you
must accept the Terms of Use before using the Travel Tool available on the website ("Website"). The Terms of Use are hereby incorporated
by reference and made a part of the Program Rules. Customer agrees to be bound by the Terms of Use. Your use of the Travel Tool and
www.keybankrewards.com for redemption of Rewards Points or purchase of travel components constitute your agreement to all terms,
conditions, and notices. Please read these Terms of Use carefully before making any payment.

2. As used in the Terms of Use, "Customer," "you" "your" or "I" shall mean the person, persons or entities in whose name the Rewards
Account is carried on the books of KeyBank and shall include the masculine and feminine genders and the plural as well as the singular
wherever the context so permits. "Travel Services" means the third party provider of travel services through the Travel Tool. "Trip Charges"
means any travel-related fees or redemption associated charges appearing on monthly card statements. "Travel Supplier" means the provider
of services from the airline, hotel chain, car rental company, activity provider and/or travel insurance agency.

3. Agency Status and Liability. Travel Services acts only as agents for the passenger in regard to travel, whether by air, automobile, ship, or
any other conveyance, and assume no liability for injury, damage, loss, accident, delay or irregularity, which may be caused due to defect in
any vehicle, acts of God, war, riots, or for any company or person involved in conveying the passenger or in carrying out arrangements of the
tour. Neither KeyBank nor Travel Services can accept any responsibility for losses or additional expenses due to delay or changes in
schedules or other causes such as strikes. All such losses will be the responsibility of the passenger. The right is reserved to make minor
adjustments in the itinerary. The right is reserved to cancel any trip prior to departure, in which case a full refund will constitute a full settlement
of all liability. Neither KeyBank nor Travel Services is responsible for any lost or damaged luggage before, during or after travel. The issuance
of vouchers or tickets shall be deemed to be consent to the above conditions. The airline concerned is not to be held liable for any act,

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omission, or event during the time passenger is not on board their craft. The services of any IATA or ARC carrier may be used in conjunction
with these travel components. The passenger's tickets when issued shall constitute the sole contract between the airlines and the purchaser
and/or passenger. All rates published in any venue are based on exchange rates and tariffs and are subject to change. All taxes, gratuities
and porterage charges are subject to deletions, additions or changes without notice. These items are not covered under the control of Travel
Services or KeyBank, since changes in government regulations and labor agreements cannot always be anticipated in advance. Neither
KeyBank nor Travel Services is responsible for any changes initiated by the passenger after departure. Neither KeyBank nor Travel Services
is responsible for errors and/or omissions. The responsibility and liability of Travel Services, or KeyBank, do not extend to any party for any
loss or damage caused by errors or omissions as a result of negligence, accident or any other cause.

4. Hyperlinks for Convenience Only. The Travel Tool may contain hyperlinks to web sites operated by parties other than KeyBank or Travel
Services. Such hyperlinks are provided for your reference only. Neither Travel Services nor KeyBank controls such websites and neither is
responsible for their contents or your use of them. The inclusion of hyperlinks to such websites does not imply any endorsement by Travel
Services or KeyBank of the material on such websites or any association with their operators.

5. THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES PUBLISHED ON THE TRAVEL TOOL MAY INCLUDE INACCURACIES
OR TYPOGRAPHICAL ERRORS. IN PARTICULAR, NEITHER CONNEXIONS LOYALTY TRAVEL SOLUTIONS NOR KEYBANK OR THEIR
RESPECTIVE AFFILIATES GUARANTEE THE ACCURACY OF, AND DISCLAIM LIABILITY FOR INACCURACIES RELATING TO THE
INFORMATION AND DESCRIPTION OF THE HOTEL, AIR, CRUISE, CAR AND OTHER TRAVEL PRODUCTS DISPLAYED ON THIS
WEBSITE (INCLUDING, WITHOUT LIMITATION, PHOTOGRAPHS, LIST OF HOTEL AMENITIES, GENERAL PRODUCT DESCRIPTIONS,
ETC.), MUCH OF WHICH INFORMATION IS PROVIDED BY THE RESPECTIVE SUPPLIERS. HOTEL RATINGS DISPLAYED ON THE
TRAVEL TOOL ARE INTENDED AS ONLY GENERAL GUIDELINES, AND NEITHER KEYBANK NOR TRAVEL SERVICES OR THEIR
RESPECTIVE AFFILIATES GUARANTEE THE ACCURACY OF THE RATINGS. CHANGES ARE PERIODICALLY ADDED TO THE
INFORMATION HEREIN. TRAVEL SERVICES, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS
AND/OR CHANGES ON THE TRAVEL TOOL AT ANY TIME. NEITHER KEYBANK NOR TRAVEL SERVICES, THEIR RESPECTIVE
AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS MAKE ANY REPRESENTATIONS ABOUT THE SUITABILITY OF THE
INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON THE TRAVEL TOOL FOR ANY PURPOSE, AND THE
INCLUSION OR OFFERING FOR SALE OF ANY PRODUCTS OR SERVICES ON THE TRAVEL TOOL DOES NOT CONSTITUTE ANY
ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES BY KEYBANK OR TRAVEL SERVICES OR THEIR
RESPECTIVE AFFILIATES. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND. KEYBANK, TRAVEL SERVICES, THEIR RESPECTIVE AFFILIATES, AND/OR THEIR RESPECTIVE
SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE,
PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE CARRIERS, HOTELS AND OTHER SUPPLIERS PROVIDING TRAVEL
OR OTHER SERVICES FOR TRAVEL SERVICES ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF
TRAVEL SERVICES OR KEYBANK, OR THEIR RESPECTIVE AFFILIATES. NEITHER KEYBANK NOR TRAVEL SERVICES, OR THEIR
RESPECTIVE AFFILIATES, ARE LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR
NEGLIGENCE OF ANY SUCH SUPPLIERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES
OR EXPENSES RESULTING THEREFROM. KEYBANK, TRAVEL SERVICES, AND THEIR RESPECTIVE AFFILIATES HAVE NO LIABILITY
AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR
OTHER CAUSES BEYOND THEIR DIRECT CONTROL, AND THEY HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE,
OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY. IN NO EVENT SHALL TRAVEL SERVICES,
KEYBANK, AND THEIR RESPECTIVE AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT,
PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE
USE OF THE TRAVEL TOOL OR WWW.KEYBANKREWARDS.COM OR WITH THE DELAY OR INABILITY TO USE THE TRAVEL TOOL
OR WWW.KEYBANKREWARDS.COM, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES OBTAINED THROUGH
THE TRAVEL TOOL OR WWW.KEYBANKREWARDS.COM, OR OTHERWISE ARISING OUT OF THE USE OF THE TRAVEL TOOL OR
WWW.KEYBANKREWARDS.COM, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF TRAVEL
SERVICES OR KEYBANK, OR THEIR RESPECTIVE AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS HAVE BEEN ADVISED OF
THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

6. Indemnity. You agree to defend and indemnify TRAVEL SERVICES, KEYBANK, their respective affiliates, and/or their respective suppliers
and any of their officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses,
damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees,
brought by:

(I) you or on your behalf in excess of the liability described above; or (II) by third parties as a result of (a) your breach of these Program Rules,
including, without limitation, the Terms of Use or the documents referenced herein; (b) your violation of any law or the rights of a third party; or
(c) your use of the Travel Tool or www.keybankrewards.com.

7. Prohibited Use. As a condition of your use of the Travel Tool and/or www.keybankrewards.com, you warrant that you will not use the
Travel Tool or www.keybankrewards.com for any purpose that is unlawful or prohibited by these terms, conditions, and notices.

8. Reservation of Rights. Each of Travel Services and KeyBank reserves the right to change the terms, conditions, and notices under which
the Travel Tool and www.keybankrewards.com is offered.

9. KeyBank is not responsible for products or services offered by other companies.

VIII. Merchandise

1. KeyBank may make substitutions of equal or greater value when necessary without notification.

2. Merchandise rewards include applicable sales tax, shipping and handling within the 48 contiguous United States.

3. Returns are only accepted for merchandise that is damaged, defective or shipped in error. The manufacturer's warranty applies to all
merchandise rewards offered, but KeyBank shall have no responsibility or liability in connection with this warranty. Merchandise rewards
shipments are your sole responsibility.

4. Delivery of merchandise will be made by ground delivery service-signature required or first-class mail. Please allow four to six weeks from
time of order.

5. Any additional shipping costs, including international shipping costs, will be your responsibility and will be charged to the Enrolled Checking,

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unless you have no Enrolled Checking, in which case such costs will be charged to the Eligible Credit Card.

IX. Gift Certificates/Gift Cards

1. Gift certificates/gift cards have no value except when used in accordance with these Program Rules and applicable terms and conditions of
participating suppliers or card issuers.

2. Gift certificates/gift cards must be surrendered at redemption, are not refundable, exchangeable, unless required by applicable law. Gift
certificates/gift cards cannot be used against Customer's outstanding credit account balances. Gift certificates/gift cards may not be resold.

3. KeyBank may make substitutions of equal or greater value when necessary.

4. KeyBank and participating suppliers are not responsible for replacing lost, stolen or expired gift certificates/gift cards.

5. Gift certificates/gift cards use is subject to the terms and conditions printed thereon.

6. Gift certificates/gift cards are valid only at participating suppliers through the expiration date printed on the gift certificate/gift card.

7. Delivery of gift certificate/gift card will be made by ground delivery service-signature required or first-class mail. Please allow three to four
weeks from time of order.

8. Gift certificates/gift cards may not be combined with any other promotional offers from KeyBank or participating suppliers.

9 In the event the goods and services purchased are less than the face value of the gift certificate/gift card redeemed, the policy of the supplier
will determine whether credit or gift certificate/gift card value for the difference will be given.

10. Gift certificates/gift cards as rewards are void where prohibited by law.

11. Customer must notify the KeyBank Rewards center within 60 days to report non receipt of gift certificate/gift card.

12. Issuers of gift certificates/gift cards are solely responsible for compliance with any legal or regulatory requirements governing gift
certificates/gift cards.

X. Cash Back

1. You may redeem Rewards Points for cash back to be applied to your Debit Card or your Eligible Credit Card (either option being referred to
as "Cash Back"). If you choose to redeem Rewards Points for Cash Back you will need to select from the available options on the website
which Debit Card or Eligible Credit Card the Cash Back will apply to and such selection will remain in effect until changed by you. KeyBank
has sole discretion to determine which Debit Cards or Eligible Credit Cards will be available as a viable selection for the Cash Back feature.

2. Cash Back is available only for accounts in good standing as determined by KeyBank in its sole discretion. Any Signer who has registered
is eligible to choose Cash Back as a Rewards Points redemption option, subject to the restrictions set forth in this Section X.

3. If you choose Cash Back to be applied to your Debit Card, then the Cash Back will be deposited to the Enrolled Checking Account attached
to the Debit Card. Cash Back will post to the account you selected within 1-3 business days and will appear on your monthly checking account
statement or your monthly credit card statement.

4. It may take up to two (2) business days after enrollment for an account to be eligible as a selection option for the Cash Back feature.

5. You will be responsible for taxes related to Cash Back, if any.

6. You may only redeem Cash Back in increments set forth in the web site options available at the time of redemption.

(ID {D8436325-7ECF-4399-BA0C-1AA531256D59})

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