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CARDMEMBER AGREEMENT

eDAS Disclosure

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 the "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

Annual Membership Fee

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.
If your Account has an Annual
Membership Fee, the amount of the fee
is listed in the Rates and Fees Table.
You are responsible for paying the fee
every year your Account is open or until
your Account is closed and paid in full.

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.

We will add your annual fee to your
monthly billing statement once a year,
whether or not you use your Account.
Information is provided below under
Authorization of Transactions/Closing the
Account explaining how you can cancel
your Account to avoid future annual fees.

IMPORTANT DEFINITIONS
Cash Advance

The following transactions will be treated as Cash Advances: all advances to get cash over

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Daily Periodic Rate (DPR)

Payment Due Date

Default

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.

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 at
KeyBank ("Checking Account").
Overdraft Protection Advances ("OD
Advances") will be treated as Cash
Advances.

Overdraft Protection Set up. Overdraft
protection is typically available within ten
business days of receipt of the request.
To confirm your request for overdraft
protection has been processed and is
available: 
1. Call or visit your local branch. 
2. Check your account at Key.com on the
financial details tab. 
3. Call our Client Satisfaction Center at
1-800-KEY2YOU (1-800-539-2968) or for

We allow your Card Account to be linked
to a KeyBank Checking 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.

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our hearing impaired clients TDD/TTY 1-
800-539-8336.

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.

Recurring Transactions

Promotions

Rewards

Foreign Exchange Rate

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.

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. 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

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Authorization of Transactions/Closing 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.

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

Minimum Payment

How to Avoid Paying Interest on
Purchases and When We Begin to
Charge Interest

WHAT IT MEANS
You must follow the payment instructions
provided on your monthly billing
statement. All payments made 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.

• You need to pay in full on or before the
Due Date the "New Balance" on your Bill
in order to receive a Grace Period on
your Purchases. As long as you continue
to pay the entire "New Balance" on your
Bill on or before the Due Date each
consecutive Billing Period, your
Purchases will receive a Grace Period. If
you do not pay your Bill in full (including
the amount of any special promotions,
Convenience Check offers, etc.), you will
lose your Grace Period.

• If you lose your Grace Period by
making only a partial payment that is at
least equal to the Minimum Payment due
on or before the Due Date, then in the
next Billing Period, we will apply your
partial payment as of the first day of that
next Billing Period.

HOW IT AFFECTS THE ACCOUNT
As long as you make your payment in
accordance with the instructions on your
billing statement by the date 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

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• If you lose your Grace Period, you may
earn it back by paying the entire "New
Balance" listed on any subsequent Bill.
Once you have paid the New Balance on
your Bill in full on or before its Due Date,
you will receive a Grace Period for any
Purchases made in the next Billing
Period (subject to loss as set forth
above). Note: in this section, the "next"
Billing Period means the Billing Period
which started immediately following the
Billing Period for which you paid your Bill
in full on or before the Due Date, which
Due Date falls in the Billing Period
identified in this section as the "next"
Billing Period.
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.

Application of Payments

Credit Balances

You may request a refund of credit
balances at any time.

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 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
Collections

ACTIONS YOU MUST TAKE
Do not default.

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

WHAT WE WILL CHARGE YOU
If the Account is in default, we may take
the actions described above in the
Default section under Important
Definitions, above.

HOW IT AFFECTS THE ACCOUNT
You will not be liable for any
unauthorized use that occurs after you
notify us. You may, however, be liable for

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My Account is closed or suspended?

My name, address, telephone number of
other information has changed.

or telephone number listed on your billing
statement or Card.

You must still repay all amounts you owe
under this Agreement.
Notify us of any change.

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 AND WAIVER OF JURY TRIAL RIGHTS

This Arbitration Provision will not apply to new accounts opened on or after October 3, 2017 by Covered Borrowers
as such term "Covered Borrower" is defined by the Military Lending Act, 10 U.S.C. 987 e. seq. and its implementing
regulations.

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 TO ARBITRATION EXCEPT AS SET FORTH BELOW. THE
ARBITRATOR'S DECISION WILL BE FINAL AND BINDING. YOU UNDERSTAND THAT OTHER RIGHTS THAT YOU
WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. THE FEES CHARGED
BY THE ARBITRATION ADMINISTRATOR MAY BE GREATER THAN THE FEES CHARGED BY A COURT.

There shall be no authority for any Claims to be arbitrated on a class action or private attorney general basis. Furthermore,
arbitration can only decide your or our Claim(s) and may not consolidate or join the claims of other persons that may have
similar claims. There shall be no pre-arbitration discovery except as provided for in the applicable Arbitration Rules. Any

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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 information using the address or phone number shown on
your billing statement.

We may listen to and record your telephone calls with us.
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

Telephone Monitoring
Credit Information

Enforcement

Applicable Law

Amendments

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Assignment

Severability

Restrictions on Use

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 1-877-634-2968 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

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.)

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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

Ohio Residents: The Ohio laws against discrimination require that all creditors make credit equally available to all credit
worthy customers and that credit reporting agencies maintain separate credit histories on each individual upon request. The
Ohio Civil Rights Commission administers compliance with this law.

New York and Maine Residents: You agree to give us permission to obtain one or more credit reports from consumer
reporting agencies in connection with the 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, 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.

New York Residents: New York residents may contact the New York State Department of Financial Services by telephone
at 1-800-342-3736 or visit its website (www.dfs.ny.gov/consumer/creditdebt.htm) for free information on comparative credit
card rates, fees.

Vermont Residents: By signing below you consent to KeyBank obtaining and verifying information about you (which may
include a consumer credit report) that we deem necessary in evaluating your loan application, including information about
your employment, banking, and credit relationships. If your application is approved and the loan is made, you also authorize
us to obtain additional credit reports or other information about you in connection with reviewing the account, increasing the
credit line on the account, for the purpose of taking collection action on the account, or for other legitimate purposes
associated with the account.

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.

Key Private Bank Mastercard® Credit Card
As of February 10, 2020

Interest Rates and Interest Charges

Annual Percentage Rate (APR) for Purchases

APR for Cash Advances

APR for Balance Transfers

Paying Interest

00.00 % Introductory APR for the first 6 monthly billing
cycles. After that, your APR will be 13.49 %. This APR
will vary with the market based on Prime Rate.

25.49 %.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 13.49 %. 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.

Minimum Interest Charge

If you are charged interest, the charge will be no less than

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$00.50

.

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

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

$195.00 ($100.00 for each additional card added to the
account)

Either $10.00 or 3% or of the amount of each transaction,
whichever is greater.

Either $10.00 or 4% of the amount of each transaction,
whichever is greater.

Either $10.00 or 3% of the amount of each transaction,
whichever is greater.

Either $10.00 or 4% of the amount of each transaction,
whichever is greater.

Overdraft Protection Transfer Fee

$00.00

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. You may earn Rewards Points as set
forth in Section III below.

The only products eligible for this Program are credit cards as defined in Section II.2.

If you are enrolled in the Program, you will have a rewards account ("Rewards Account") as further described in Section IV.1.

II. Enrollment & Access to Rewards Account.

1. Generally. To receive benefits under the Program, enrollment is necessary. Once a product is enrolled, all Signers of such product are automatically
enrolled into the Program.

2. Enrollment. Enrollment enables Rewards Points to begin accruing relative to an Enrolled Product and/or an Enrolled Signer.

a. 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 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. Once enrolled, an Eligible

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Credit Card may be referred to as either and Enrolled Credit Card specifically or an Enrolled Product generally.  
b. Conversion Credit Card Accounts. Key has converted, and will from time to time convert various credit card portfolios to KeyBank's Rewards
Program all as set forth in Section II of Schedule II.2 (herein the "Conversion Accounts"). All Conversion Accounts will both 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. Access. You may access your Rewards Account by the following methods, subject to the limitations set forth below.

a. Electronic access. You must be enrolled in Key's electronic online banking which is known as Online Banking for consumer customer access and
KeyBank Business Online for business customers. For information on how to access KeyBank's Online Banking or KeyBank Business Online website,
and enroll if you are not yet enrolled, please visit www.key.com. Once you have entered Key's Online Banking website or KeyBank Business Online,
you can click on the rewards link to access your Rewards Account which will take you to KeyBank's rewards website (herein referred to as the
"Rewards Website"). The only way to electronically access the Rewards Website is through the Online Banking or KeyBank Business Online websites. 
b. Telephone access. You may redeem Rewards Points by calling us at the number on the back of your Credit Card.  
c. Limitations. 

i. For certain Conversion Accounts, until your Credit Account has been issued new Credit Cards with multi-card functionality, only the Primary
Signer on the Credit Card will have the ability to access the Rewards Website electronically and all other Signers of such Credit Card Account will
need to access the Rewards Website through telephonic access. Once your Credit Card Account has been provided multi-card functionality, all
Signers will be able to access the Rewards Website through electronic access.
ii. For all Business Credit Card Accounts that use KeyBank Business Online to access their Credit Card Account, only the Primary Signer, and if
applicable the administrator designated pursuant to Section II.4.a.ii below, will be able to sign into the Rewards Website.

4. Signers and Primary Signers. A "Signer" always refers to an individual and not to an entity, organization, trust or other business. Signers for Enrolled
Products are further defined as follows:

a. 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 also include (i) the individual who is the legal representative of the
business who applied for the business to receive the Eligible Credit Card and/or (ii) an administrative person the Business has designated to
manage the Rewards Account including viewing and redeeming Points earned by the business. 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. 
b. Primary Signer. For an Eligible Credit Card, the Primary Signer will be the borrower, and all co-borrowers and/or guarantors will be considered
other Signers.

III. Earning Points.

1. Generally. If you are in the Program you may earn Reward Points associated with your Enrolled Products.

a. Rewards Points associated with an Eligible Credit Card Account may be earned as set forth herein.  
b. Transactions of authorized users of Enrolled Products may earn Rewards Points subject to the limitations set forth in this Section III; 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
Rewards Points Guide includes information concerning Activity and Bonus Points and general Rewards Points, applicability to 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 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 an Eligible Credit Card, after the enrollment
date, minus (a) any credits, returns, unauthorized charges, or other adjustments, as reflected on the monthly statements, and (b) the value of all Excluded
Transactions. For the avoidance of doubt, “Net Purchases” shall also exclude all annual membership fees, late payment fees, over-limit fees, insurance
charges, finance charges, and any other card-related service fees or charges.

4. 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, for Business Customers that also have an Eligible Checking Account with KeyBank, (regardless of enrollment status),
KeyBank will provide Rewards Points to a Signer on an Eligible Credit Card, upon opening of such Eligible Credit Card, so long as the qualification criteria in
the Guide are met.

5. Bonus Offers and Incentives. From time to time KeyBank may provide offers to Signers to (i) earn additional Rewards Points for shopping at a particular
retailer, or (ii) use Rewards Points to purchase a particular retailer's gift card at a discounted amount (herein collectively referred to as the "Bonus Offer(s)").
These Bonus Offers may be presented to Signers by KeyBank through various venues, including without limitation, through KeyBank's Online Banking site,
KeyBank's Rewards Website, or e-mail. Signers will be able to turn off viewing of these offers in Online Banking and the Rewards website by following the
instructions set forth on the website. Additionally, Signers will be able to unsubscribe from the Bonus Offer e-mails by following the unsubscribe directions in
any such Bonus Offer e-mails. Once a Signer has accepted a Bonus Offer to earn Rewards Points by shopping at a particular retailer, then the transactions
of any Signer or authorized user of the account for which the Bonus Offer was accepted will be used to determine whether the criteria have been met to earn
the additional Rewards Points set forth in the Bonus Offer. Authorized users will not be presented Bonus Offers.

6. 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-to-person money
transfers, a quasi cash transaction including the purchase of traveler's checks, foreign currency, money orders or convenience checks, gaming transactions,
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 Product. If you are enrolled in the Rewards Program, the term "Excluded Transactions" as defined above will apply to
the Reward Point calculation for transactions made using your Enrolled Product.

IV. Rewards Account and Point Redemption

1. Rewards Account Generally. Each Enrolled 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 on an Enrolled Product you will have a rewards account ("Rewards Account"), which is a pass-
through account that allows access to the Rewards Points earned relative to any Enrolled Product for which you are a Signer (as set forth in Section II
above). Your Rewards Account number will be available online and elsewhere as determined by KeyBank from time to time. Your Rewards Account will allow

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you to view the available point balance relating to any Enrolled Product for which you are a Signer. The available point balance is an aggregation of Rewards
Points available to any Signer, subject to certain exceptions, on an Enrolled 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.

2. Rewards Account Mechanics. Your Rewards Account will allow you to view all of the Rewards Points which have been earned relative to any Enrolled
Product 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 an
Enrolled Product 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
Product will be able to view and redeem all Rewards Points earned for the Enrolled Products.

3. Redemption. Rewards Points must be redeemed by a Signer on an Enrolled Product. Except as specified in Section II.3 above, to redeem Rewards
Points for rewards, log into KeyBank's Rewards Website, or contact us at the number on the back of your Credit Card.

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. As set forth in Section II.3 above, your available Rewards Points balance is available at KeyBank's Rewards Website, on KeyBank's
Online Banking or KeyBank Business Online, as applicable, or by calling us at the number on the back of your Credit Card. Additionally, the Rewards Points
balance for the Enrolled Credit Card is available on the credit card billing statement. Important information regarding the Rewards Program ("KeyBank
Rewards Information") can be found at www.key.com/rewards.

6. Redemption Allocation and Expiration.

a. Expiration Generally. 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 shall be forfeited immediately.  
b. Redemption Allocation. Rewards Points redeemed and/or expired, if applicable, will be based on a first-in, first-out process.  
c. For October 2013 Conversion Accounts and October 2014 Conversion Accounts, converted Rewards Points will retain the same expiration date
as they had under your previous rewards program. For October 2016 Conversion Accounts, converted Rewards Points will receive a four year
expiration period for such Rewards Points commencing as of October 10, 2016. Notwithstanding the foregoing, Rewards Points earned with any of
the following Eligible Credit Cards will not expire: Key Private Bank Mastercard Credit Card, Key Private Bank World Elite Mastercard Credit Card
and KeyBank Select World Mastercard.

7. Transferability. Rewards Points earned are not transferable, 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. General Program Details

1. Continuing Eligibility. Eligibility is limited to KeyBank's Customers, whose Enrolled Products are in good standing. You will only earn Rewards Points as
long as KeyBank, in its sole discretion, determines that your Enrolled Products are acceptable to KeyBank and are eligible for participation in the Program.
An ineligible 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, or is otherwise unenrolled.

2. Cancellation and Discontinuation. If you close your Credit Card, you will also be cancelling your enrollment in the Program, and all unused accrued
Rewards Points and rewards must be redeemed within 30 days of cancellation (the "Redemption Grace Period") by calling the number on the back of your
Credit Card. Any unused accrued Rewards Points or rewards not redeemed during the Redemption Grace Period will be forfeited. 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 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
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 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.

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 Enrolled
Product (or authorized users of a 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. 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.

10. 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.

11. 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.

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12. 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.

13. 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.

14. 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 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.

15. 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.

VI. Airline, Hotel, Car Rental & Travel Packages

1. You may redeem Rewards Points for travel related items such as airline tickets, hotel stays, car rentals and travel packages (herein "Travel Rewards").
You may redeem Rewards Points for Travel Rewards by selecting the "Travel" icon ("Travel Tool") on the KeyBank Rewards Website, or by calling the
phone number listed on the back of your card. The Travel Tool has additional specific terms and conditions relating to the booking and use of Travel
Rewards, which terms of use must be reviewed and accepted prior to each redemption of a Travel Reward. As the Travel Tool terms of use (also known
as terms and conditions) may change more frequently than these KeyBank Rewards Program Terms and Conditions, you will be required to acknowledge
your review and acceptance of the Travel Tool terms and conditions before completing a redemption of a Travel Reward. When you make a reservation using
the Travel Tool, you will be subject to the rules of each company, agent or other entity supplying a Travel Reward (herein a "Supplier"). Each Supplier sets
its own rules as to booking, cancellations, changes and refunds, including any fees relating to same. Supplier fees (such as for booking cancellation,
changes or refunds) may be required to be paid via credit card, or other another payment medium selected by Supplier. You must carefully read the rules of
each Supplier before booking as certain Suppliers may not permit cancellations, changes or refunds. Additionally, any redemption of a Travel Reward is also
governed by these general KeyBank Rewards Program Terms and Conditions. In the event of a conflict, the Travel Tool terms and conditions will control the
governance of a transaction involving Travel Rewards.

2. Prohibited Use. As a condition of your use of the Travel Tool and/or KeyBank's Rewards Website, you warrant that you will not use the Travel Tool or
KeyBank's Rewards Website for any purpose that is unlawful or prohibited by these terms, conditions, and notices.

3. KeyBank is not responsible for products or services offered by other companies.

VII. Merchandise

1. KeyBank may make substitutions of equal or greater value when necessary without notification.

2. Merchandise rewards include all taxes, standard shipping, handling and delivery charged. Merchandise cannot be shipped to P.O., APO, or FPO boxes, or
outside the contiguous United States.

3. Returns are only accepted for merchandise that is damaged, defective, or incorrectly shipped. You must notify us within 48 hours of delivery to start a
return. Applicable items must be returned, in the original packaging, within 30 days from receipt of delivery for credit to your Rewards Account or shipment of
replacement item(s).

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 will be your responsibility and will be charged to the Eligible Credit Card.

VIII. 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 or email. Please allow three to four weeks
from time of order for direct mail. Expedited or insured delivery may be available on request. If you elect expedited, express, or international shipping,
additional fees may apply.

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. Issuers of gift certificates/gift cards are solely responsible for compliance with any legal or regulatory requirements governing gift certificates/gift cards.

IX. Cash Back

1. You may redeem Rewards Points for cash back to be applied to your Enrolled Credit Card. You may elect to redeem your Rewards Points either as a
statement credit to your Account or as an electronic deposit into any eligible checking or savings account at KeyBank. A statement credit will reduce your
Account balance. Statement credits appear on your billing statement as an adjustment and not as a payment, so you must continue to pay your minimum
payment due each month. Receipt of a statement credit does not affect your responsibility to pay your minimum payment, as shown on your billing
statement.

https://www.key.com/kpb/your-plan/private-bank-credit-card-agreement.jsp

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eDAS Disclosure

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 IX.

3. Cash Back will post to the account you selected within 5-7 business days from the date of redemption and will appear on your monthly 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.

I. KeyBank Original Origination Credit Cards

Schedule II.2

A.

B.

Consumer. 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, and bearing the name KeyBank Key2More Rewards Mastercard Credit Card, Key Private Bank Mastercard Credit Card and KeyBank
Platinum Mastercard Credit Card

Business. 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

II. KeyBank Conversion Credit Cards. All of the credit card Accounts listed in this Section II shall be deemed a Conversion Account.

A.

B.

C.

October 2013 Conversion Accounts. Effective October 4, 2013 the following credit cards were converted from a separate rewards program into
the KeyBank Rewards Program (herein collectively referred to as the "October 2013 Conversion Accounts"): 
(1) KeyBank World Mastercard with Rewards 
(2) KeyBank Mastercard with Rewards  
(3) Key Private Bank World Elite Mastercard 
(4) Key Private Bank World Mastercard 
(5) KeyBank Business Travel Rewards Mastercard  
(6) KeyBank Business Rewards Mastercard bearing a plastic number with the first 6 digits of 547538  
(7) KeyBank Key2More Rewards Mastercard bearing a plastic number with the first 6 digits of 548029, 552373 or 548853

October 2014 Conversion Accounts. Effective October, 2014 the following credit cards were converted from a separate rewards program into
the KeyBank Rewards Program(herein collectively referred to as the "October 2014 Conversion Accounts"):  
(1) KeyBank Platinum Mastercard with Rewards bearing a plastic number with the first 6 digits of 521515  
(2) KeyBank Select World Mastercard bearing a plastic number with the first 6 digits of 552470  
(3) KeyBank Business Mastercard with Rewards bearing a plastic number with the first 6 digits of 519726 or 519727

October 2016 Conversion Accounts. Effective October 10, 2016, the following credit cards were converted from a separate rewards program
into the KeyBank Rewards Program (herein collectively referred to as the "October 2016 Conversion Accounts"):  
(1) KeyBank World Mastercard Credit Card bearing a plastic number with the first 6 digits of 552437  
(2) KeyBank Platinum Rewards Mastercard Credit Card bearing a plastic number with the first 6 digits of 532914 and 529079  
(3) KeyBank Rewards Business Mastercard Credit Card bearing a plastic number with the first 6 digits of 552743

All of the credit cards listed on this Schedule II.2. will be deemed an Eligible Credit Card. Conversion Accounts will have the same terms and conditions of all
other Eligible Credit Cards under the Program unless specifically designated otherwise. The credit card names for the Conversion Accounts are listed
separately in the Points Guide.

Version Effective February 7, 2020.

(ID 1911-512)

https://www.key.com/kpb/your-plan/private-bank-credit-card-agreement.jsp

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