Cardmember Agreement for Elan Financial Services® Visa® and MasterCard®
Classic, Gold and Platinum Accounts

This credit card program is issued and administered by Elan Financial Services. This information is accurate as of June 30, 2013.
PLEASE NOTE that this information is provided for general information purposes only and is not specific to your Account. See the
Agreement that was provided for your Account and Card for more detailed information, including contact information.

PRICING INFORMATION: Actual pricing will vary from one Cardmember to another

(APR = Annual Percentage Rate)
(DPR = Daily Periodic Rate)
Annual Percentage Rates for Purchases

This APR will vary with the Market based
on the Prime Rate.

This APR will not vary with the Market
based on the Prime Rate.

Prime + 3.74% to Prime + 22.74%
(APR) 6.99% to 25.99%
(DPR) 0.019151% to 0.071205%
(APR) 7.99% to 9.99%
(DPR) 0.021890% to 0.027370%

Annual Percentage Rates for Balance Transfers

This APR will vary with the Market based
on the Prime Rate.

Prime + 3.74% to Prime + 22.74%
(APR) 6.99% to 25.99%
(DPR) 0.019151% to 0.071205%

This APR will not vary with the Market
based on the Prime Rate.

(APR) 7.99% to 9.99%
(DPR) 0.021890% to 0.027370%

Annual Percentage Rates for Cash Advances

This APR will vary with the Market based
on the Prime Rate.

This APR will not vary with the Market
based on the Prime Rate.
Minimum Interest Charge

For Credit Card Tips from the
Consumer Financial Protection Bureau

Set Up and Maintenance Fees




Annual Fee
Travel Fee
Transaction Fees



Balance Transfer Advance Fee

 Convenience Check Advance Fee



Financial Institution Cash Advance
Fee

 Cash Equivalent Advance Fee

 Cash Advance Overdraft Protection

Fee

Prime + 3.74% to Prime + 22.74%
(APR) 6.99% to 25.99%
(DPR) 0.019151% to 0.071205%

(APR) 7.99% to 9.99%
(DPR) 0.021890% to 0.027370%
If you are charged interest, then the Minimum Interest
Charge will be no less than $2.00
To learn more about factors to consider when applying for
or using a credit card, visit the website of the Consumer
Financial Protection Bureau at
http://www.consumerfinance.gov/learnmore.
NOTICE: Some of these set-up and maintenance fees will
be assessed before you begin using your Card and based
on your Credit Limit, your initial available credit will be less.

You may still reject this Account, provided that you have not
yet used it or paid a fee after receiving a billing statement.
If you do reject the Account, you are not responsible for
any fees or charges.
$0 to $50
NONE

Either $5 to $10 or 3% to 4% of the Transfer or Advance
amount, whichever is greater (maximum fee (No
Maximum)).
Either $5 to $10 or 3% to 4% of the Advance amount,
whichever is greater (maximum fee (No Maximum)).
Either $5 to $10 or 4% of the Advance amount, whichever
is greater (maximum fee (No Maximum)).
Either $10 to $20 or 4% of the Advance amount, whichever
is greater (maximum fee (No Maximum)).
Either $0 to $10 or 0% to 4% of the Advance amount,
whichever is greater (maximum fee (No Maximum)).

 Cash Advance ATM Fee



Foreign Transaction Fee

Either $5 to $10 or 4% of the Advance amount, whichever
is greater (maximum fee (No Maximum)).
Up to 3%

Account Fees

Late Fee

 Overlimit Fee
 Return Payment Fee

Up to $35
NONE
Up to $35

P. O. Box 6352
Fargo, ND 58125

Cardmember Agreement

This is a cardmember agreement and disclosure statement (“Agreement”) between you and the Issuer containing the terms that will apply to your Credit Card Account
(“Account”) effective June 30, 2013. In this Agreement, “you”, “your" and “Cardmember” means each individual accepting a solicitation or applying for the Account or otherwise
agreeing to be responsible for the Account. “We”, “us”, “our”, and “the Issuer” means Elan Financial Services, the issuer of the Card and your Account creditor. Please read this
Agreement carefully and keep it in a safe place to make the best use of the credit cards we issue with this Account (“Card”). The Agreement becomes effective as soon as you
or someone authorized by you uses the Card or Account, but no later than 30 calendar days after we issue and you fail to return the Card. This web Agreement does not
replace the Agreement that is provided with the Account and Card.

This Agreement contains an arbitration provision (including a class action arbitration waiver).
carefully.

It is important that you read the entire Arbitration Provision section

ACCOUNT FEATURES AND YOUR USE OF THE ACCOUNT

1. Personal Use: You may use the Account only for personal, family or household
purposes. Federal or state consumer protection laws may not apply if you use the
Account for other than personal, family or household purposes.

2. Purchases: You may use the Account to buy, lease or otherwise obtain goods or
services from participating merchants (including transactions you initiate by mail,
telephone or over the Internet), or take advantage of special promotional Balance
Transfer offers that post as Purchase transactions (“Purchases”). We will,
in
connection with any promotional offer we make from time to time, provide
information on your Card carrier or in additional materials (the “Offer Materials”) that
explain whether those transactions will post and be treated as a Purchase. Even if
you have not signed a sales draft or the merchant has not supplied you with a
written receipt or other proof of sale, you are responsible for all Purchases made
through your Account, except as expressly limited by applicable law (see Your
Billing Rights section below for more details).

3. Advances: “Advances” are transactions other than Purchases that allow you
direct access to funds available through your Account. Advances may include
transactions such as cash advances you obtain directly from us,
Account
automated teller machines (“ATMs”) or other participating financial
institutions
(“Cash Advances”). ATM and financial
institution Advances include phone
(automated phone system and 24 Hour customer service assisted) and Internet
transfers. Advances also include some Balance Transfers, Convenience Checks,
FastCash, Overdraft Protection Advances and Cash Equivalent Advances.
“Cash
Equivalent Advances” include transactions to acquire or initiate wire transfers,
travelers checks, cashier’s checks, money orders, foreign cash transactions, casino
gaming and betting transactions and lottery tickets. Monthly Account statements
we issue may refer to Advances as an Advance, Cash, Cash Advances, or by the
product or device you used to obtain an Advance. Refer to the Account Fees
section for details on Advance Transaction Fees.

4. Advance Limits: Only a portion of the Credit Limit (defined below) is available for
Advances and that portion may vary from time to time. Although you may have
credit available under your Account, we may be unable to authorize an Advance.
You may contact Cardmember Service to learn the portion of your Credit Limit
which is available for Advances.

5. Convenience Checks: From time to time, we may supply Convenience Checks
for use by the person(s) or drawer named on those checks. “Convenience Checks”
are drafts that look like other checks, but are drawn on credit available in your
Account. Convenience Checks may not be offered for all Account types. We will,
in connection with any Convenience Check we provide, include Offer Materials that
will explain whether the Convenience Check will post and be treated as an Advance
or as a Balance Transfer. Convenience Checks must be written in U.S. Dollars. We
may return a Convenience Check unpaid if:

(a) the credit available under your Credit Limit is less than the Convenience Check
amount;
(b) the Account is in Default; or
(c) the Convenience Check is improperly endorsed or otherwise fails to conform to
our regularly accepted standards for check payment.
Convenience Checks may not be used to pay your Account or any obligation you
owe us or our affiliates.

6. Paying and Stopping Payment on Convenience Checks: You must write to us or
call to request that payment be stopped on a Convenience Check. You must call us
promptly with an oral stop payment request and then provide us with a written
confirmation of the stop payment request within 14 calendar days. Any written stop
payment request we receive will remain in effect for 6 months, unless you renew
the request in writing before the end of that time. We may pay Convenience Checks
more than 6 months old. There may be circumstances under which a Convenience
Check must be paid, even if we have received a stop payment request from you.
We will not be liable to you if we do not honor your stop payment request under
those circumstances. If it is determined that a Convenience Check should have
been paid, but was not, we will not be liable for any consequential, punitive or
incidental damages if we acted in good faith. Our only obligation under those
circumstances will be to pay the designated payee the amount of the Convenience
Check and cancel any charges assessed against your Account as a result of any
wrongful failure to honor the Convenience Check.

7. Balance Transfers: We may permit you to transfer balances and obligations that
you owe other companies or financial institutions to your Account, subject to the
terms and conditions disclosed in the Offer Materials (“Balance Transfers”).
Balance Transfers will post to your Account and be separately reflected on monthly
Account statements as a Balance Transfer, or, depending upon the offer, may post
to the Account and be treated as a Purchase or an Advance. We will, in connection
with any Balance Transfer offer we make, provide you with materials that explain
how the Balance Transfer will post to your Account and be reflected on monthly
Account statements. You may not
request Balance Transfers on existing
obligations you owe us or our affiliates. If you request a Balance Transfer that
would cause your Account to exceed its Credit Limit, we may, at our option, (a) post
the entire Balance Transfer requested to your Account and assess an Overlimit
Fee; (b) post only a portion of the Balance Transfer requested to your Account up
to the amount of credit available under the Credit Limit; or (c) refuse to process the
entire amount of the Balance Transfer requested.

8. Overdraft Protection: This section is part of the Agreement only if you have
specifically requested and have obtained Overdraft Protection linking the Account
with a designated checking account at a financial
institution with which we are
affiliated or with which we have a correspondent relationship. An “Overdraft
Protection Advance” is an advance of funds to your designated checking account
from this Account that will prevent overdrafts on your checking account. You

authorize us to make Overdraft Protection Advances from the Account as provided
in this Agreement. Any Overdraft Protection Advance will post and be disclosed as
either a "Financial Institution Cash Advance" or an "Overdraft Protection Advance”
on your periodic statement, and will be subject to either a Financial Institution Cash
Advance fee or an Overdraft Protection Advance fee, depending on how the
Advance is processed. An Overdraft Protection Advance will be made only once
per day, and will be made in the amount determined by your financial institution
(regardless of
the
institution. We may cancel
Overdraft Protection Advance with your financial

the specific overdraft amount). Please verify the amount of

Overdraft Protection privileges under the Account, even if the Account remains
open for other purposes.

Note: For Young Adult Accounts, the young adult’s name and cosigner’s name
must both be named on the linked checking account in order to have Overdraft
Protection.

INTEREST CHARGES AND ACCOUNT FEES

9. Account INTEREST CHARGES: INTEREST CHARGES reflect the cost of credit.
Your total INTEREST CHARGE for any billing cycle will equal the amount of any (a)
periodic rate INTEREST CHARGES (sometimes referred to as "interest" in this
Agreement and on monthly Account statements); (b) Advance Transaction Fees;
and (c) any other transaction fees that are considered INTEREST CHARGES.

date the credit insurance premium is charged to the Account. Prior statement
balances subject to an interest-free period that have been paid on or before the
payment due date in the current billing cycle are not
included in the ADB
calculation. There may be a minimum INTEREST CHARGE Fee in any billing cycle
in which an INTEREST CHARGE is due. As described above, this Agreement
provides for the compounding of interest on your Account.

Interest Rate:

In this Agreement, we have abbreviated the terms “daily
“average daily balance” as ADB, and “ANNUAL

10.
periodic rate” as DPR,
PERCENTAGE RATE” as APR.
(a) Standard Interest Rates-
Rate for "Purchases" and "Balance Transfers": The DPR for transactions posting as
Purchases and Balance Transfers is equal to 1/365th of its corresponding APR.
Rate for "Advances": The DPR and corresponding APR for transactions posting to
the Account as Advances is equal to 1/365th of its corresponding APR.

to 1/365th of

(b) Your Variable APRs are calculated by adding a margin to the Index. Your
Variable DPR is equal
the corresponding APR. Your DPR and
corresponding APR may increase or decrease from time to time according to the
movements up or down of the Index, which is the Prime Rate published in the
"Money Rates" section of the Midwest Edition of The Wall Street Journal on the last
publication day before the date on which the billing cycle closed (in other words, the
"statement date"). Any variable rate adjustment based on an Index change will be
effective as of the first day of the current billing cycle, and will apply to the new and
outstanding Account balances and transactions subject to that variable rate. We
reserve the right to choose a comparable new index if The Wall Street Journal
ceases to publish a Prime Rate. The margin is the percentage we add to the Index
to calculate the APR. The current applied Index value for your Account is 3.25%.

introductory or promotional

Introductory and Promotional Rates: We may, at our option, offer you for a
limited time
interest rates for all or part of new
Purchase, Advance, or Balance Transfers posted to your Account. We will tell you
in the Offer Materials the introductory or promotional rate and the period of time
during which that rate will be in effect and any conditions or requirements of the
offer. Unless the Offer Materials state otherwise, an introductory or promotional rate
will remain in effect until the last day of the billing cycle in which the introductory or
promotional rate expires. Any introductory or promotional rate that applies to new
increase to the standard rate that would
or outstanding Account balances will
otherwise apply, or, when appropriate under the terms of this Agreement, a Penalty
Rate due to an Adjustment Event (as indicated above).

11. INTEREST CHARGE; Method of Computing Balance Subject to Interest Rate:
We calculate the periodic rate or interest portion of the INTEREST CHARGE by
multiplying the applicable DPR by the ADB (including new transactions) of the
Purchase, Advance and Balance Transfer categories subject to interest, and then
adding together the resulting interest from each category. We determine the ADB
separately for the Purchases, Advances and Balance Transfer categories. To get
the ADB in each category, we add together the daily balances in those categories
for the billing cycle and divide the result by the number of days in the billing cycle.
We determine the daily balances each day by taking the beginning balance of those
Account categories (including any billed but unpaid interest, fees, credit insurance
and other charges), adding any new interest, fees, and charges, and subtracting
any payments or credits applied against your Account balances that day. We add a
Purchase, Advance or Balance Transfer to the appropriate balances for those
categories on the later of the transaction date or the first day of the statement
period. Billed but unpaid interest on Purchases, Advances and Balance Transfers is
added to the appropriate balances for those categories each month on the
statement date. Billed but unpaid Advance Transaction Fees are added to the
Advance balance of your Account on the date they are charged to your Account.
Any billed but unpaid fees on Purchases, credit insurance charges, and other
charges are added to the Purchase balance of the Account on the date they are
charged to the Account. Billed but unpaid fees on Balance Transfers are added to
the Balance Transfer balance of the Account on the date they are charged to the
Account. In other words, billed and unpaid interest, fees, and charges will be
included in the ADB of your Account that accrues interest and will reduce the
amount of credit available to you. Credit insurance charges are not included in the
ADB calculation for Purchases until the first day of the billing cycle following the

12. Paying Interest: You have a 24 to 30 day interest-free period for Purchases
provided you have paid your previous balance in full by the Payment Due Date
shown on your monthly Account statement. In order to avoid additional INTEREST
CHARGES on Purchases, you must pay your new balance in full by the Payment
Due Date shown on the front of your monthly Account statement. There is no
interest-free period for transactions that post
to the Account as Advances or
Balance Transfers except as provided in any Offer Materials. Those transactions
are subject to interest from the date they post to the Account until the date they are
paid in full.

13. Advance Account Fees: You agree to pay the following Account fees and
INTEREST CHARGES:

(a) We may add an Advance Transaction Fee INTEREST CHARGE to the
Advance balance of the Account for each Advance you obtain during a billing
cycle in addition to the interest that accrues on Advances. The Advance
Transaction Fee imposed will equal the greater of either a percentage of each
to the maximum dollar
Advance or the minimum dollar amount, subject
amount.
(b) We may add a Balance Transfer Fee INTEREST CHARGE to the
Purchase balance of
the Account except where Offer Materials specify
otherwise.
(c) We may add a Convenience Check Fee INTEREST CHARGE to the
Advance balance of your Account except where Offer Materials specify
otherwise.
(d) We may add an Overdraft Fee INTEREST CHARGE to the Advance
balance of your Account, except where Offer Materials specify otherwise.

14. Account Fees:

(a) We may add a Promotional Discount Transaction Fee INTEREST
CHARGE for each Promotional Discount you receive during the billing cycle,
as outlined in any Offer Materials
(b) Annual Membership Fee. Each year, the Account may be subject to your
payment in advance of an Annual Membership Fee INTEREST CHARGE
which will compensate us for maintaining and servicing the Account for the
following year. This fee will be charged to the Purchase balance of your
Account.
(c) We may add a Late Payment Fee to the Purchase balance of the Account
if your Minimum Payment is not received by the Payment Due Date shown on
the monthly Account statement.
(d) You can request that we cover overlimit transactions by opting in as
instructed below.
If you opt in and we permit you to go over your Credit Limit,
we will add an Overlimit Fee to the Purchase balance of the Account if you
exceed your Credit Limit. You will only pay one fee per billing cycle, even if
you go over your Credit Limit multiple times in the same cycle. You may also
revoke your decision to opt in for future transactions at any time.

Your decision to opt in does not solely determine whether we will authorize
transactions to go over your Credit Limit. For example, even if you opt in, we
still may decline any transaction that would cause you to go over your Credit
In
Limit, such as if you are past due or significantly over your Credit Limit.
addition, we have discretion to authorize transactions that go over your Credit
Limit even if you do not opt
incur a fee for these
transactions.

in, but you will not

You may opt in, or revoke your decision to opt in, in one of the following ways
at any time by: (1) calling us (2) visiting us at the website listed on your
periodic statement, or (3) writing to us.

(e) We may add a Returned Payment Fee to the Purchase balance of the
Account if any payment on the Account is not honored or if we must return it to
you because it cannot be processed. A check that is returned unpaid will be
sent for collection.
(f) We will add a Duplicate Documentation Fee to the Purchase balance of the
Account for each copy of a monthly statement, sales slip, refund slip, or
Advance slip that you request. There will be no charge for documentation
requests made in connection with a billing error notice, if our investigation
indicates a billing error occurred.
(g) We may add a service charge to the Purchase balance of the Account if
you call us to make a payment on your Account and are assisted by a
Cardmember Service Representative to make the payment. You will be

the service charge before the payment

provided with confirmation of
transaction is authorized.
(h) We may add a Stop Payment Check Fee to the Purchase balance of your
Account
(See
if you request a stop payment on a Convenience Check.
"Paying and Stopping Payment on Convenience Checks" section above for
more details.)

Under no circumstances will your Late Payment Fee or Returned Payment Fee
ever be greater than your Minimum Payment due and under no circumstance will
your Overlimit Fee ever be greater than the amount your balance is overlimit.

IMPORTANT INFORMATION ABOUT USING YOUR ACCOUNT

15. BalanceShield or Insurance Charges: Your purchase of BalanceShield debt
cancellation or credit life insurance and disability is optional. Whether or not you
purchase BalanceShield or credit insurance will not affect your application for credit
or the terms of any existing credit agreement you have with us.
If you elect to
purchase BalanceShield or credit insurance and are eligible to participate, the
monthly program fee or premium (at the rate disclosed to you) will be added to the
Purchase balance as of the closing date of each billing cycle based upon the
Account balance (including accrued INTEREST CHARGES). The terms of your
BalanceShield coverage will be summarized in the BalanceShield Debt
Cancellation Program Agreement, which will be provided to you upon enrollment.
For credit insurance, the terms of your insurance coverage will be summarized in
the Certificate of Insurance, which will be provided to you. These features are not
offered for Secured Accounts.

16. Credit Limit: The Account Credit Limit
is the maximum amount of credit
available under the Account at any time. Under certain circumstances, your
Account may exceed the Credit Limit and you will be responsible for the full amount
of the Credit Limit as well as any amounts owed that exceed the Credit Limit,
including fees and INTEREST CHARGES. You may not request or obtain
additional Advances or Balance Transfers once you have reached your Credit Limit.
The initial Credit Limit is shown on the Card carrier and will also appear on your
monthly Account statements. We reserve the right to review your Account at any
time and increase or decrease your Credit Limit. Cosigner consent is required for
Credit Limit increases. You may not increase your Credit Limit by carrying credit
balances over the Credit Limit we make available to you.
(Also see the “Advance
Limits” section above for more information about limits on Cash Advance, Cash
Equivalent Advance and telephone transfer transactions).

17. Payment: You must pay us in U.S. Dollars with checks or similar payment
instruments drawn on a financial institution located in the United States. We will
also accept payment
in U.S. Dollars via the Internet or phone or previously
established automatic payment transaction. We may, at our option, choose to
accept a payment drawn on a foreign financial institution. However, you will be
charged and agree to pay any collection fees required in connection with such a
transaction. The date you mail a payment is different than the date we receive that
payment. For purposes of this Agreement, the payment date is the day we receive
your check or money order at the address specified on your monthly Account
If you mail your
statement or the day we receive your electronic or phone payment.
payment without a payment coupon or to an incorrect address, it may result in a
delayed credit
fees, and
possible suspension of your Account.

to your Account, additional

INTEREST CHARGES,

18. Minimum Payment: Each month, you must pay at least the Minimum Payment
and any past due Minimum Payment(s) by the Payment Due Date shown on your
monthly Account statement. You may, at your option, pay more than the Minimum
Payment or pay the New Balance (as stated on your monthly Account statement) in
full to reduce or avoid the INTEREST CHARGE for the Account. Your Minimum
Payment will be calculated as follows:
first we determine the “Base Minimum
Payment,” which is the greater of $30.00 or 1% of your New Balance not including
items (1) and (2) below. To the Base Minimum Payment, we may add one or more
of the following items, as incurred on your Account: (1) any late, annual and/or any
other Account related fee, (2) the INTEREST CHARGE, and (3) if your Account is
over the Credit Limit, some or all of the balance amount over your Credit Limit. If
the resulting Minimum Payment is greater than $30.00, the total is then rounded to
the next highest dollar not to exceed your New Balance. Any Minimum Payment or
additional amount you pay each month will not prepay any future Minimum
Payments required, or change your obligation to make at least a Minimum Payment
by the Payment Due Date.

19. Payment Application:
If we cannot collect on your check or other payment item
you send us to pay on your Account, we may post as an Advance transaction an
amount equal to the credit previously given to you for such check or payment item
and we may charge interest on this amount from the date your Account originally
was credited for the payment. After a payment has been made, we reserve the right
to withhold available credit in the amount of the payment for 7 business days. Any
credit available before the payment is made will continue to be available for use
during this time.

20. Skip Payment Option: We may, at our option, occasionally offer you an
opportunity to skip your obligation to make the Minimum Payment due. You may
not skip payments unless we make this offer to you.
If we offer you an opportunity
to skip a payment more than once in a 12 month period, you will not be permitted to
skip payments required in consecutive months. You cannot accept a skip payment
offer if your Account is delinquent, or is in Default. When you take advantage of a
skip payment offer, the interest will continue to accrue on the entire unpaid balance
of your Account.

21. Change of Address: Your monthly Account statements and notices about your
Account will be sent
to the address you provided in your application or your
response to our Account solicitation. To change your address, you must call or
write to us. We must receive this information 21 days before the date a billing cycle
closes to provide your monthly Account statement at your new address.
If you
have an address change within 45 days of the expiration date of your Card(s),
please contact Cardmember Service with your new address so your new Card(s)
can be mailed to your new address.

22. Authorized Users: You agree not
to allow access to your Card, Account
number, Convenience Checks, or personal identification number (PIN) to anyone
else to use your Account, except by asking us to issue a card to grant Account
access to another person.
If you allow access to your Card or Account information,
you will be liable for any charges made by that person, unless and except as
expressly required by applicable law. You agree to be responsible for all Account
transactions made by a Cardmember, or anyone who you have authorized by (a)
asking us to issue a Card to grant Account access to another person; (b) lending
your Card to or allowing Account access by another person; or (c) any other way in
which you would be legally considered to have allowed another person to use your
Account or to be legally prevented from denying that you did so. Be cautious when
allowing another person to become an authorized user of your Account; once you
allow authority to any authorized user you cannot limit that authority unless the
Account is closed to future transactions. You, as a primary or joint Cardmember
must call or write us with any request to cancel and remove a person’s authority.
We will not provide any Account information to anyone other than you and any
Authorized Users. Authorized Users have no right to make any Account changes
or inquiries.

23. Lost or Stolen Card or Other Information: You must notify us immediately by
telephone or in writing if your Card, Convenience Checks, or PIN is lost or stolen or
there is possible unauthorized use of your Card, Account, or PIN. You will not be
liable for unauthorized use of your Account.
If this happens, we will ask you and all
other persons given Account access to return all Cards and unused Convenience
Checks to us. In addition, we have the right to close your Account and open a new
Account. If we do so, new Cards will be issued.
If requested, we may issue a new
PIN and new Convenience Checks for your new Account.

24. Using Your Card for International Transactions:
Visa: You may use your Card for retail Purchases at foreign merchants and for
cash withdrawals from foreign ATMs. Some merchant and ATM transactions, even
if you and/or the merchant or ATM are located in the United States, are considered
foreign transactions under the applicable rules, in which case we will add the
Foreign Transaction Fee INTEREST CHARGE described in the addendum to those

transactions. We do not control how these merchants, ATMs, and transactions are
classified for this purpose. The exchange rate in effect when the transaction is
processed may differ from the rate in effect on the date of the transaction or the
date of the posting of the transaction to your Account.

If you use your Card at a merchant or an ATM that bears the Visa logo (and no
PLUS System logo), the transaction will be processed through the Visa system and
will be converted to U.S. Dollars according to the applicable rules established by
Visa from time to time. Currently, the currency conversion rate used by Visa to
determine the foreign currency transaction amount in U.S. Dollars is determined by
multiplying the amount of the foreign currency transaction times (a) a rate selected
by Visa from the range of rates available in wholesale currency markets for the
applicable central processing date, which rate may vary from the rate Visa itself
receives, or (b) the government-mandated rate in effect for the applicable central
processing date. If your foreign transaction is in foreign currency prior to being
processed by Visa, we will add a Foreign Transaction Fee INTEREST CHARGE of
up to 3.00% of the Purchase transaction or up to 3.00% of the ATM transaction. If
your foreign transaction is in or converted to U.S. Dollars prior to being processed
by Visa, we will add a Foreign Transaction Fee INTEREST CHARGE of up to
3.00% of the Purchase transaction or up to 3.00% of the ATM transaction.
If you
use your Card at an ATM that bears only the PLUS System logo (and no Visa logo),
the transaction will be processed through the PLUS System and will be converted
into U.S. Dollars at
from time to time, by the
operator of that ATM. To the converted transaction we will not add a Foreign
Transaction Fee INTEREST CHARGE.
If you use your Card at an ATM that bears
both the Visa and PLUS System logos, the ATM operator will determine whether to
send your transaction over the Visa or PLUS System network using such network's
respective currency conversion rules then in effect (as explained above).

the exchange rate established,

MasterCard: You may use your Card for retail Purchases at foreign merchants and
for cash withdrawals from foreign ATMs that bear either the PLUS System or the
MasterCard logo. Some merchant and ATM transactions, even if you and/or the
merchant or ATM are located in the United States, are considered foreign

transactions under the applicable MasterCard rules, in which case we will add the
Foreign Transaction Fee INTEREST CHARGE described in this section to those
transactions. We do not control how these merchants, ATMs, and transactions are
classified for this purpose. The currency conversion rate in effect on the processing
date may differ from the rate that would have been used on the date of the
transaction or the date of the posting of the transaction to your Account.
If you effect a transaction at a merchant or an ATM that bears the MasterCard logo
(and no PLUS System logo) with your MasterCard Card in a currency other than
U.S. Dollars, MasterCard International Incorporated will convert the transaction into
a U.S. Dollar amount using its currency conversion procedure, which is disclosed to
institutions that issue MasterCard cards. Currently, the currency conversion rate
used by MasterCard International to determine the foreign currency transaction
amount in U.S. Dollars for such transactions is generally either a government
mandated rate or a wholesale rate determined by MasterCard International for the
processing cycle in which the transaction is processed.
If your foreign transaction
is in foreign currency prior to being processed by MasterCard, we will add a Foreign
Transaction Fee INTEREST CHARGE of up to 3.00% of the Purchase transaction
or up to 3.00% of the ATM transaction. If your foreign transaction is in or converted
to U.S. Dollars prior to being processed by MasterCard, we will add a Foreign
Transaction Fee INTEREST CHARGE of up to 3.00% of the Purchase transaction
or up to 3.00% of the ATM transaction.

If you use your Card at an ATM that bears only the PLUS System logo (and no
MasterCard logo), the transaction will be processed through the PLUS System and
will be converted into U.S. Dollars at the exchange rate established, from time to
time, by the operator of that ATM. To the converted transaction we will add a
Foreign Transaction Fee INTEREST CHARGE.

If you use your Card at an ATM that bears both the MasterCard and PLUS System
logos, the ATM operator will determine whether to send your transaction over the
MasterCard or PLUS System network using such network’s respective currency
conversion rules then in effect (as explained above).

YOUR LEGAL RESPONSIBILITY IN THIS AGREEMENT

25. Responsibility to Pay: You agree to pay us for all Purchases, Advances,
Balance Transfers, INTEREST CHARGES, Account Fees and charges, any other
transaction charges as provided in this Agreement and, to the extent permitted
under applicable law, attorneys fees and collection costs we incur enforcing this
Agreement against you. This is the case even if your Account is only used by one
of you, or is used by someone authorized by only one of you. If there is more than
one Cardmember, each of you is responsible, together and separately, for the full
amount owed on your Account. Your obligation to pay the Account balance
continues even though an agreement, divorce decree, court judgment, or other
document to which we are not a party may direct another person responsible to pay
the Account.

26. Intent to Repay: Every time you use your Account, you represent to us that you
intend to and have the ability to repay your Account obligations. We rely on this
representation every time you use your Account.

in Full:

If you want

27. Settling a Disputed Balance; Payment
to settle a
disagreement with us about any amount you owe by sending a check on which you
have written "Payment in Full" or similar language, you must send us a written
explanation of the disagreement or dispute and any such check to Cardmember
Service. (See Your Billing Rights section below for complete details.) This address
is different than the address you use to make Account payments. Writing “Payment
in Full” or similar language on the check will not be enough to resolve the dispute. If
we collect a check or any payment instrument marked “Payment in Full” that you
sent to an address other than the one provided in the Cardmember Agreement
issued with your Card (such as the address at which you normally make payments),
we will not have waived our right to collect any remaining amount you owe us under
the terms of your Account

28. Default: You and your Account will be in Default if:

(a) we do not receive the Minimum Payment by the Payment Due Date
disclosed on the monthly Account statement;
(b) you violate any other provision of this Agreement;
(c) you die without a surviving joint Cardmember;
(d) you become insolvent, assign any property to your creditors, or go into
bankruptcy or receivership;
(e) you have made false statements on your Account application or in the
maintenance of your Account;
(f) we have any reason to believe that your Account is in danger of, or is
being used for fraud;
(g) you are a married community property state resident and you or we
receive a written termination notice of this Agreement from your spouse;
(h) your Account becomes inactive;
(i) anything happens that we believe in good faith materially increases the
risk that you will not live up to your payment and other obligations under this
Agreement; or
(j) this is a joint Account and one of you notifies us that he or she wants the
Account closed or will no longer be liable on the Account.

You and your Account may also be in Default if you make transactions which go
over your Credit Limit.

29. Illegal Purchases: You agree that you will not use or permit an Authorized User
to use the Card or Account for any unlawful purpose, such as funding any account
that is set up to facilitate online gambling.

OUR LEGAL RIGHT TO CHANGE OR CANCEL THIS AGREEMENT

30. Ownership of this Account: Your Card and any other Account access devices
that we supply to you are our property and must be immediately returned to us or
our designated agent or otherwise destroyed or surrendered as we instruct.

31. Changes to your Account: Account and Agreement terms are not guaranteed
for any period of time; we may change the terms of your Agreement, including
APRs and fees,
in accordance with applicable law and the terms of your
Agreement. Your transactional experience with us may also cause a change,
including an increase in the margin that is added to the Index, an increase in fees,
or a decrease in the Credit Limit. Factors considered in determining the increased

rate or Credit Limit decrease may include your general credit profile, existence,
seriousness and timing of the defaults under any agreement that you have with us,
and other indications of the Account usage and performance. We will give you the
written notice of any such change in the manner required by law. Any Agreement
changes to APRs and fees will apply to all new Account balances you owe under
your Account as of the effective date indicated in the notice or otherwise permitted
by applicable law. All other Agreement changes will apply to all new and
outstanding Account balances you owe under your Account as of the effective date
indicated in the notice or otherwise permitted by applicable law. If the change in
terms notice provides, you may choose not to accept the changes, in which case

you must provide us with written notice at the address contained in the change in
terms notice no later than 25 days after the effective date of the change.
In this
case, we will close your Account and permit you to pay off the outstanding Account
balances in full at that time or under the terms of your existing Agreement. You will
have accepted any proposed change if your Account is used after the effective date
of the changed terms, even if 25 days has not elapsed after any such effective
date.

32. Cancellation of Your Account: We may cancel your Account or suspend your
ability to obtain Account credit immediately, without notice, if your Account is in
Default. Even if you are not in Default, we may cancel your Account by providing
notice to you. You may cancel your Account by notifying us by telephone or in
writing. . If you have a secured Account, your termination request must be made in
writing. .
If this is a joint Account, we will honor a request by either of you to cancel
the Account. After the Account is cancelled, you will not be able to obtain additional
Account credit, except that, (a) the Account may continue to receive recurring
charges for items and services until you contact and cancel delivery with the

company providing the item or service, or (b) under certain circumstances if you
use your Account for a transaction, the transaction may be posted to your Account.
After your Account is cancelled, all amounts outstanding on your Account will be
due and payable without notice or demand from us. You must cut all Cards and
Convenience Checks in half and return them to us.
If you do not pay the amount
you owe under this Agreement, you will be liable for our collection costs including
our reasonable attorney fees and expenses of legal actions, to the extent permitted
by applicable law.

33. Assignment of Your Account
to Another Creditor: We may assign, sell or
transfer your Account and amounts owed by you to another creditor at any time. If
we do, this Agreement will still be in effect unless and until amended, and any
references made in this Agreement to “we”, “us”, or “our” will refer to the creditor to
which we assigned, sold or transferred your Account or amounts owed under your
Account. You may not delegate your obligations and responsibilities to us to any
third party without our express written consent.

THE ISSUER’S LEGAL RIGHTS AND OBLIGATIONS

34. Collecting Credit Information about You: You authorize us to make any credit,
employment and investigative inquiries we feel are appropriate related to giving you
credit or collecting amounts owed on your Account. You agree that a consumer
credit report may be requested periodically from one or more consumer reporting
agencies (“Credit Bureaus”) and used in connection with your application and any
update, renewal or extension of credit. We will provide information about you, your
Account or your credit history to Credit Bureaus and others who may properly
receive that information.

35. Credit Bureau Disputes: If you believe we inaccurately reported credit history
information about you or your Account to a Credit Bureau, call us at 1-800-481-
9057 or write to the Consumer Recovery Department, Attn.: CBR Disputes, P.O.
Box 108, St. Louis, MO 63166-9801.

36. Privacy Pledge and Disclosure of Account Information: A copy of our Privacy
Pledge was included with your original Agreement. You will also receive a copy at
least once annually while you remain our customer. We also keep copies of our
institution offices and post it on our web site. Our
Privacy Pledge in financial
Privacy Pledge describes how we collect, protect and use confidential financial and
other information about you and the circumstances in which we might share
information about you with members of our corporate family and with unaffiliated
third parties. Our Privacy Pledge also tells you how you can (a) limit the ways we
share certain kinds of information about you and (b) request corrections to the
information we maintain about you.

37. Refusal to Honor Transactions: We and our agents are not responsible if
anyone refuses to honor your Card or a Convenience Check, or if authorization for
a particular transaction is not given. Although you may have credit available under
your Account, we may be unable to authorize credit for a particular transaction. The
number of transactions you make in one day may be limited, and the limit per day
may vary. These restrictions are for security reasons and as a result we cannot
explain the details of how this system works. If your Account is over the Credit Limit
or delinquent, authorization of credit for transactions may be declined. We are not
responsible for anything purchased with your Card or a Convenience Check, except
as expressly required by applicable law (see Your Billing Rights section below for
more details). You must return goods you purchased with the Card or Account to
the merchant and not to us.

38. Third Party Offers: From time to time,
third parties may provide you with
benefits not related to the extension of Account credit. We are not liable for these
features, services and enhancements, as they are the sole responsibility of the third
party provider. We and/or a third party may add, change or delete entirely these
benefits without notice or liability to you, to the extent permitted by applicable law.
You agree to hold us harmless from any claims, actions or damages resulting from
your use of any of these features, services or enhancements, where permitted by
applicable law.

39. Monitoring and Recording Communications: You understand and agree that we,
and anyone acting on our behalf, may monitor and/or record any communications
between you, or anyone acting on your behalf, and us, or anyone acting on our
behalf, for quality control and other purposes. You also understand and agree that
this monitoring or recording may be done without any further notice to you or
anyone acting on your behalf. The communications that may be monitored or
recorded include telephone calls, cellular or mobile phone calls, and any other
communications in any form.

40. Severability: If a court of competent jurisdiction finds any part of this Agreement
illegal or unenforceable, the remaining portions of the Agreement will remain in

effect as written after any such illegal or unenforceable portion is amended in
conformance with applicable law or, if necessary, voided.

41. Entire Agreement: This version of the web Agreement replaces any previous
versions of the web Agreement. The Agreement, as modified by any change in
terms we may deliver from time to time in accordance with applicable law,
constitutes the entire agreement between you and us, and supersedes any prior
negotiation, agreement, or understanding between you and us concerning the
subject matter of the Agreement.

42. Waiver: We do not give up our rights under the Agreement or applicable law
when we fail to exercise or delay exercising those rights. Our failure or delay to
exercise any right or remedy we have against you does not mean that we waive
that right.

43. Arbitration Provision:
(a) You agree that either you or we can choose to have binding arbitration
resolve any claim, dispute or controversy between you and us that arises
from or relates to this Agreement or the Account and credit
issued
thereunder (individually and collectively, a "Claim"). This does not apply to
any Claim in which the relief sought is within the jurisdictional limits of, and
is filed in, a small claims court.
If arbitration is chosen by any party, the
following will apply:

(1) NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE A
CLAIM IN COURT OR TO HAVE A JURY TRIAL ON A CLAIM, OR TO
ENGAGE IN PRE-ARBITRATION DISCOVERY, EXCEPT AS PROVIDED
FOR IN THE APPLICABLE ARBITRATION RULES.
(2) Arbitration will only decide our or your Claim, and you may not
consolidate or join the claims of other persons who may have similar
claims. YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A
REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS, OR
AS A PRIVATE ATTORNEY GENERAL, PERTAINING TO ANY CLAIM
SUBJECT TO ARBITRATION.
(3) The arbitration will be performed in accordance with this Arbitration
Provision and the rules of the chosen arbitrator in effect when the Claim
is filed.
(4) The arbitrator’s decision will generally be final and binding, except
for the limited right of appeal provided by the Federal Arbitration Act.
(5) Other rights that you would have if you went to court might also not
be available in arbitration.

(or,

if neither of

(b) The party commencing the arbitration may select to use either JAMS or
the American Arbitration Association ("AAA")
these
arbitration organizations will serve, then a comparable substitute arbitration
if the parties cannot agree,
organization agreed upon by the parties or,
chosen by a court of competent jurisdiction).
If JAMS is selected, the
arbitration will be handled according to its Streamlined Arbitration Rules
unless the Claim is for $250,000 or more, in which case its Comprehensive
Arbitration Rules shall apply.
If the AAA is selected, the arbitration will be
handled according to its Commercial Arbitration Rules. You may obtain rules
and forms
1-800-352-5267 or
www.jamsadr.com and for the AAA by contacting the AAA at 1-800-778-7879
or www.adr.org. Any arbitration hearing that you attend will take place in the
federal judicial district where you reside. At your request, we will advance
your filing and hearing fees for any Claim you may file against us. If you
prevail on your Claim, we will pay your arbitration costs and fees, other than
attorney, expert and witness fees and expenses. We will also pay any fees or
expenses that applicable law requires us to pay. The arbitrator shall apply
applicable substantive law consistent with the Federal Arbitration Act, 9

contacting JAMS at

JAMS by

for

U.S.C. §§ 1 through 16, including but not limited to applicable statutes of
limitation, and shall honor claims of privilege recognized at law. Judgment
upon the award rendered by the arbitrator may be entered in any court having
jurisdiction.

(c) This Arbitration Provision shall survive repayment of your extension of
credit and termination of your Account. This Arbitration Provision shall be
governed by federal law, including the Federal Arbitration Act, and by Ohio
law, without regard to its internal conflict of law principles, to the extent such

state law does not conflict with federal law or this Arbitration Provision.
Notwithstanding any language of this Agreement to the contrary, should any
portion of this Arbitration Provision be held invalid or unenforceable by a
court or other body of competent jurisdiction, this entire Arbitration Provision
shall be automatically terminated and all other provisions of this Agreement
shall remain in full force and effect.

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, call or write to us.

In your letter or call, give us the following information:
 Account information: Your name and Account number.
 Dollar amount: The dollar amount of the suspected error.
 Description of 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.

2.

What Will Happen After We Receive Your Letter or Call:
When we receive your letter or call, we must do two things:
1.

Within 30 days of receiving your letter or call, we must tell you that we
received your letter. We will also tell you if we have already corrected the
error.
Within 90 days of receiving your letter or call, 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
responsible for the remainder of your balance.
We can apply any unpaid amount against your Credit Limit.

in question, you are







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 will 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 that 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 the 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
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.

2.

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 you the goods or services.)

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. 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.

SPECIAL RULES FOR CREDIT CARD PURCHASES DO NOT APPLY TO
PURCHASES MADE WITH CONVENIENCE CHECKS OR BALANCE TRANSFER
CHECKS.

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