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Key Private Bank Mastercard® Credit Card Agreement | Key Private Bank

CARDMEMBER AGREEMENT

Please take the time to review the following important information about your Account and retain it for future reference. This document, including the
accompanyingRates 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

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

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year your Account is open or until your Account is
closed and paid in full.

Authorization of Transactions/Closing the Account
explaining how you can cancel your Account to avoid
future annual fees.

IMPORTANT DEFINITIONS
Cash Advance

Daily Periodic Rate (DPR)
Payment Due Date

Default

The following transactions will be treated as Cash Advances: all advances to get cash over the counter, through an
ATM, or other "cash-like" transactions (such as purchasing a money order, traveler's check, casino betting chip, or a
lottery ticket) as determined by us. We sometimes call these Cash Equivalents.
The daily periodic rate for a given balance is equal to the APR for that balance divided by 365. It is a daily interest rate.
This is the date by which we must receive the minimum payment in order for it to be on time. Your monthly billing
statement will list the Payment Due Date.

An Account will be in default if:

1) you fail to make at least the minimum payment when due; 2) you violate any other provision of this Agreement; 3) we
believe you may be unwilling or unable to pay your debts on time; 4) you file for bankruptcy; or 5) you become
incapacitated or die.

If your Account is in default, we may close your Account or terminate or suspend your credit privileges without notice
and require full payment of your outstanding balance immediately.

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

WHAT IT MEANS
You may use the Account to buy goods and services. We authorize charges to your Account in accordance

HOW IT AFFECTS THE ACCOUNT

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.

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.

Overdraft Protection Advances and Fees

You may set up this Account to cover overdrafts on
your checking account at KeyBank ("Checking

We allow your Card Account to be linked to a
KeyBank Checking Account. Only one OD Advance

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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 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.

will be made each day. The terms of this Agreement
and your checking account agreement will apply. In
order to link your Card Account to your Checking
Account, all persons who applied for the Card
Account or who are liable on the Card Account must
be owners of the Checking Account. If at any time for
any reason the persons who applied for the Card
Account or who are liable on the Card Account and
the owners of the Checking Account are different,
your right to take OD Advances will terminate.

At the end of each business day, an automatic OD
Advance will be made on your Card Account when
the total amount of withdrawals from your Checking
Account made during the day and service charges we
post to your Checking Account for the day, exceed
the amount of funds in your Checking Account that is
available for withdrawal. You request that these
automatic OD Advances be made and agree that the
amount of the OD Advances will be advanced from
your Card Account up to the amount that is available
under your Cash Advance limit. The Cash Advance
limit amount used for authorization of OD Advances is
calculated as of the end of the prior business day and
may be updated with current day information if
available. Cash Advances occurring during the day
will reduce the amount of the Cash Advance limit
available for OD Advances. The automatic OD
Advance will equal the lesser of the amount needed
to cover the unpaid amount of withdrawals and
service charges in your Checking Account, or the
amount of available funds under your Cash Advance
limit, rounded up to the nearest $50.00 increment.
Please note that we may pay items into overdraft, at
our discretion, and charge an overdraft fee on your
Checking Account if you do not have available funds
under your Cash Advance limit for an OD Advance of
the total overdraft amount.

If you fail to properly maintain your accounts, in
addition to other rights and remedies we have, we
may terminate your Overdraft Protection. 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.

Recurring Transactions

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

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

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Promotions

Rewards

Foreign Exchange Rate

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.

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.

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.

Mastercard International ("Mastercard") will convert
transactions made in a foreign country using a
government-mandated or wholesale rate in effect on
the processing date (which may differ from the rate on
the date of your transaction). The rate used may differ
from the rate that Mastercard actually receives.
We may refuse to authorize any transactions at our
sole discretion, even if there is sufficient available
credit. We are not responsible for any losses
associated with a declined transaction. We may close
your Account or terminate your credit privileges at any
time for any reason, subject to applicable law. Your
Account balance will continue to accrue Interest
Charges and fees and remain subject to all terms of
this Agreement. If we do so, you may not use your
Card or any checks we have issued.

MAKING PAYMENTS

You will receive a billing statement each month, if one is required. It will show your minimum payment and the Payment Due Date, and will provide instructions for
making your payment.

IMPORTANT INFORMATION
Payment Instructions

Minimum Payment

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.

How to Avoid Paying Interest on Purchases and
When We Begin to Charge Interest

• You need to pay in full on or before the Due Date
the "New Balance" on your Bill in order to receive a

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

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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.

• 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.

accrue Interest Charges, on the date of the
transaction.

There is no grace period for Balance Transfers or
Cash Advances. We add new Balance Transfers,
Overdraft Protection Advances, Checks or Cash
Advances to your Account no earlier than the date of
the transaction (for Checks, the date the payee
deposits the Check). We may choose to add fees to
your Account on the date of the related transaction,
the date they are posted, or the last day of the billing
period.

Amounts added to your Account remain subject to
Interest Charges until paid in full.

We may apply the amount of your payment less than
or equal to your minimum payment and any credits to
your Account in any way we choose. We generally
apply these payments to lower APR balances first,
which means you may pay higher Interest Charges.
If no refund is requested, we will apply credit
balances to new transactions, unless prohibited by
law.

INTEREST CHARGES

CALCULATION
We calculate the Daily Balance for each
day

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.

We calculate the Average Daily 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

We calculate the Interest Charges for
each balance

We add the Interest Charged to the
Account

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.

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We add the Minimum Interest Charge

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 or telephone number listed
on your billing statement or Card.

My Account is closed or suspended?

My name, address, telephone number of other
information has changed.

You must still repay all amounts you owe under this
Agreement.
Notify us of any change.

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 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.

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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 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

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Communications

Telephone Monitoring
Credit Information

Enforcement

Applicable Law

Amendments

Assignment

Severability

Restrictions on Use

Key Private Bank Mastercard® Credit Card Agreement | Key Private Bank

We may send Cards, statements, and other communications to you at any mailing or email address in our records. You
expressly authorize KeyBank National Association and its service providers, affiliates, agents, successors, assigns, and
third party debt collectors to contact you on any of your mobile phone numbers, whether you provide those numbers to
KeyBank (now or in the future) or whether KeyBank identifies those mobile numbers via other sources including, but not
limited to, those obtained via skip tracing or those provided by third parties. This consent applies to all calls including
text messages or telephone calls made via or using an automatic telephone dialing system, autodialer, and/or an
automated or prerecorded voice. This consent applies to any and all accounts including, but not limited to, depository
accounts, loans, lines of credit, credit cards, or other relationships you have with KeyBank (including business accounts
upon which you are identified as a point of contact or an authorized user), including those you already have or any that
you may obtain in the future, and this consent permits 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 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.

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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.)

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.

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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 October 20, 2021

Interest Rates and Interest Charges

Annual Percentage Rate (APR) for Purchases

APR for Cash Advances

APR for Balance Transfers

Paying Interest

Minimum Interest Charge

For Credit Card Tips from the Consumer Financial Protection Bureau

00.00 % Introductory APR for the first 6 monthly billing cycles. After that,
your APR will be 11.99 %. This APR will vary with the market based on
Prime Rate.

23.99 %.This APR will vary with the market based on Prime Rate.

00.00 % Introductory APR for the first 6 monthly billing cycles following account
opening when balance is transferred within the first 60 days following account
opening. After that, your APR will be 11.99 %. This APR will vary with the
market based on Prime Rate.

Your payment due date is at least 25 days after the close of each billing cycle.
We will not charge you any interest on purchases if you pay your entire
balance by the due date of each month. We will begin charging interest on
cash advances, convenience check advances and balance transfers on the
transaction date.

If you are charged interest, the charge will be no less than $00.50

.

To learn more about factors to consider when applying for or using a credit
card, visit the website of the Consumer Financial Protection
Bureauhttp://www.consumerfinance.gov/learnmore

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Annual Fee

Transaction Fees:

Balance Transfer Fee

Cash Advance Fee

Fees

$195.00 ($100.00 for each additional card added to the account)

Either $10.00 or 4% or of the amount of each transaction, whichever is greater.

Either $10.00 or 5% of the amount of each transaction, whichever is greater.

Convenience Check Advance Fee

Either $10.00 or 4% of the amount of each transaction, whichever is greater.

Cash Equivalent Fee

Either $10.00 or 5% 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 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.

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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. 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

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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 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. Your reward points have no cash value until redeemed, are not your property and may not be transferred or assigned by agreement or operation of law. You have no property rights or
other legal interest in your reward points.

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.

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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.

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.

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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.

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

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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 April 16, 2021.

(ID 2017-512)

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