eDAS Disclosure                                               Page 1 of 20
        CARDMEMBER AGREEMENT Please take the time to review the following important
        information about your Account and retain it for future reference. This document, including the
        accompanying Rates and Fees Table and the Additional Terms of Your Cardmember
        Agreement, is an agreement between you, the Cardmember, and us, KeyBank National
        Association, and is referred to throughout this document as the "Cardmember Agreement" or
        "Agreement." If you have any questions, please call us using the number on the back of your
        Card or on your billing statement.
        Your Agreement and Promise to Pay: By using the Account, making a payment on the Account, or signing an
        application for any Card we send you, you agree to the terms of this Agreement. You agree to pay us all amounts
        that we lend to you on your Account, together with Interest Charges and fees as provided in this Agreement.
        YOUR ACCOUNT TERMS
        IMPORTANT TERMS        WHAT IT MEANS           HOW IT AFFECTS THE ACCOUNT
        You and your           All persons who applied for the If there are joint Cardmembers, we
                               Account or who are liable on the may send communications to either
                               Account by any other means 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, us, our and KeyBank KeyBank National Association We are the creditor of your Account
                                                       and the issuer of your Card.
        Credit Limit           Your credit limit is the maximum We will advise you of the total credit
                               amount that you can have limit on your Account when we first
                               outstanding on your Account at any send you your Card and when we
                               time. You agree not to request any post it on your monthly billing
                               transactions that would cause your statement. Your Cash Advance limit
                               Account balance to exceed the credit is only a portion of your total
                               limit. You are responsible for available (unused) credit limit. Your
                               balances on your Account including total credit limit and Cash Advance
                               amounts charged in excess of your limit may change from time to time.
                               credit limit.           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.
        Authorized Users       You are responsible for any use of If you request, we may issue Cards
                               your Account by an authorized user that access your Account to your
                               or anyone else that you permit to use authorized users. If you revoke an
                               your Account. You must notify us to authorized user, we may close your
                               revoke an authorized user's Account and issue a new Card(s)
                               permission to use your Account. You with a different Account number.
                               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.
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        eDAS Disclosure                                               Page 2 of 20
        IMPORTANT DEFINITIONS
        Cash Advance      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.
        Daily Periodic Rate (DPR) 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.
        Payment Due Date  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.
        Default
                          An Account will be in default if:
                          1) you fail to make at least the minimum payment when due; 2) you violate any
                          other provision of this Agreement; 3) we believe you may be unwilling or unable to
                          pay your debts on time; 4) you file for bankruptcy; or 5) you become incapacitated
                          or die.
                          If your Account is in default, we may close your Account or terminate or suspend
                          your credit privileges without notice and require full payment of your outstanding
                          balance immediately.
                          We can also begin collection activities. To the extent permitted by law, if you are in
                          default because you have failed to pay us, we will require you to pay our collection
                          costs, attorneys' fees, court costs and all other expenses of enforcing our rights
                          under this Agreement.
        USING YOUR ACCOUNT
        You may use your Account only for personal, family or household purposes. You may not use your Account for
        illegal purposes, and you may not use your Account for internet gambling (even if legal). However, you are still
        responsible for any transactions that you enter into in violation of this Agreement.
        USE                    WHAT IT MEANS           HOW IT AFFECTS THE ACCOUNT
        Purchases              You may use the Account to buy We authorize charges to your
                               goods and services.     Account in accordance with the
                                                       terms of the Agreement.
        Balance Transfers and Fees You can transfer balances to your We permit Balance Transfers from
                               Account by contacting us. We will most accounts issued by other
                               charge a Balance Transfer fee on the banks. We do not permit Balance
                               amount of each Balance Transfer, as Transfers from other accounts or
                               set forth in the Rates and Fees table. loans with us or any of our affiliates.
        Cash Advances and Fees                         We treat certain transactions as
                               You may obtain cash from ATMs or
                                                       Cash Advances. See the Cash
                               at banks.
                                                       Advance section under Your Account
                               We will charge a Cash Advance fee Terms, above.
                               or Cash Equivalent fee on the
                               amount of each Cash Advance, as
                               set forth in the Rates and Fees table.
        Checks and Fees                                We may provide checks for your use;
                               You may use checks provided by us
                                                       we have the right not to pay a check
                               to access your Account (sometimes
                                                       for any reason. You may not use a
                               referred to as "convenience checks").
                                                       convenience check to make a
                               Checks will be added to your
                                                       payment on the Account or any other
                               Purchase balance (but there is no
                                                       Account with us.
                               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
                               You may set up this Account to cover We allow your Card Account to be
        Fees
                               overdrafts on your checking account linked to a KeyBank Checking
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        eDAS Disclosure                                               Page 3 of 20
                               at KeyBank ("Checking Account"). Account. Only one OD Advance will
                               Overdraft Protection Advances ("OD be made each day. The terms of this
                               Advances") will be treated as Cash Agreement and your checking
                               Advances.               account agreement will apply. In
                                                       order to link your Card Account to
                               We will charge an Overdraft
                                                       your Checking Account, all persons
                               Protection Transfer Fee to your Card
                                                       who applied for the Card Account or
                               Account each day an Overdraft
                                                       who are liable on the Card Account
                               Protection Advance occurs as set
                                                       must be owners of the Checking
                               forth in the Rates and Fees Table.
                                                       Account. If at any time for any reason
                                                       the persons who applied for the Card
                                                       Account or who are liable on the
                                                       Card Account and the owners of the
                                                       Checking Account are different, your
                                                       right to take OD Advances will
                                                       terminate.
                                                       At the end of each business day, an
                                                       automatic OD Advance will be made
                                                       on your Card Account when the total
                                                       amount of withdrawals from your
                                                       Checking Account made during the
                                                       day and service charges we post to
                                                       your Checking Account for the day,
                                                       exceed the amount of funds in your
                                                       Checking Account that is available
                                                       for withdrawal. You request that
                                                       these automatic OD Advances be
                                                       made and agree that the amount of
                                                       the OD Advances will be advanced
                                                       from your Card Account up to the
                                                       amount that is available under your
                                                       Cash Advance limit. The Cash
                                                       Advance limit amount used for
                                                       authorization of OD Advances is
                                                       calculated as of the end of the prior
                                                       business day and may be updated
                                                       with current day information if
                                                       available. Cash Advances occurring
                                                       during the day will reduce the
                                                       amount of the Cash Advance limit
                                                       available for OD Advances. The
                                                       automatic OD Advance will equal the
                                                       lesser of the amount needed to cover
                                                       the unpaid amount of withdrawals
                                                       and service charges in your
                                                       Checking Account, or the amount of
                                                       available funds under your Cash
                                                       Advance limit, rounded up to the
                                                       nearest $50.00 increment. Please
                                                       note that we may pay items into
                                                       overdraft, at our discretion, and
                                                       charge an overdraft fee on your
                                                       Checking Account if you do not have
                                                       available funds under your Cash
                                                       Advance limit for an OD Advance of
                                                       the total overdraft amount.
                                                       If you fail to properly maintain your
                                                       accounts, in addition to other rights
                                                       and remedies we have, we may
                                                       terminate your Overdraft Protection.
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        eDAS Disclosure                                               Page 4 of 20
                                                       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 We are not responsible for recurring
                               charges on a recurring basis to your transactions if your Account is
                               Account. To withdraw your closed, suspended, or the Account
                               authorization, you must contact the number changes. You agree that we
                               third party. If your Account is closed may (but are not required to) provide
                               or suspended, your Account number the third party your current Account
                               is changed, or to withdraw status, Card number and/or
                               authorization, you will need to expiration date to facilitate payments.
                               contact the third party.
        Promotions             You may receive special offers Any special offer is subject to this
                               related to your Account. Agreement, unless specified
                                                       otherwise.
        Rewards                If your Account provides you with the We will provide you with all
                               opportunity to earn rewards, points information and terms about your
                               may be redeemed for brand named rewards separately. We will include
                               merchandise, gift cards, travel on your billing statement all rewards
                               rewards, or other redemption items you have earned.
                               as we determine from time to time.
        Foreign Transaction Fee and For transactions that take place MasterCard International
        Exchange Rate          outside the United States, a fee may ("MasterCard") will convert
                               be assessed on the U.S. Dollar transactions made in a foreign
                               amount of the transaction. See the country using a government-
                               Rates and Fees Table above for the mandated or wholesale rate in effect
                               fee applicable to the Account. 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.
        Authorization of Transactions/Closing You may close your Account at any We may refuse to authorize any
        the Account            time by notifying us either in writing transactions at our sole discretion,
                               at the address shown on your billing even if there is sufficient available
                               statement or by phone at the number credit. We are not responsible for
                               provided on your billing statement. any losses associated with a
                               We will not honor any convenience declined transaction. We may close
                               check or authorize any transactions your Account or terminate your credit
                               after your Account is closed. You privileges at any time for any reason,
                               remain responsible for any balance subject to applicable law. Your
                               on your Account.        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  WHAT IT MEANS           HOW IT AFFECTS THE ACCOUNT
        Payment Instructions   You must follow the payment As long as you make your payment
                               instructions provided on your monthly in accordance with the instructions
                               billing statement. All payments made on your billing statement by the date
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        eDAS Disclosure                                               Page 5 of 20
                               by check must be drawn on a U.S. and time payments are due, we will
                               financial institution in U.S. Dollars. credit your payment as of the day it is
                               You authorize us to either use received. We may accept and
                               information from your check to make process late, partial and payments
                               a one-time electronic fund transfer marked as "paid in full" without losing
                               from your account or to process the our rights under this Agreement. Any
                               payment as a check transaction. such payment must be sent to the
                                                       special address identified on your
                                                       statement.
        Minimum Payment        You agree to pay at least the We will calculate your minimum
                               minimum payment when due. You payment based on the method
                               also agree to pay any past due described in the Additional Terms of
                               amounts and also any amounts in Your Cardmember Agreement. The
                               excess of your credit limit when billed minimum payment will appear on
                               on your monthly billing statements or your monthly billing statement, and
                               sooner if we ask.       may include any past due amounts
                                                       and any amounts in excess of your
                                                       credit limit.
        How to Avoid Paying Interest on
                               If you paid the New Balance that was Except as described in the column
        Purchases and When We Begin to
                               shown on your previous billing on the left, we add new Purchases to
        Charge Interest
                               statement by the Payment Due Date your Account, and they begin to
                               on that statement, then: accrue Interest Charges, on the date
                                                       of the transaction.
                                 ? We will not impose Interest
                                  Charges on Purchases during There is no grace period for Balance
                                  your current billing period if you Transfers or Cash Advances. We
                                  pay the New Balance on your add new Balance Transfers,
                                  current billing statement by the Overdraft Protection Advances,
                                  Payment Due Date in the Checks or Cash Advances to your
                                  current billing period, and Account no earlier than the date of
                                 ? We will credit any payment the transaction (for Checks, the date
                                  applied toward Purchases as of the payee deposits the Check). We
                                  the first day in your current may choose to add fees to your
                                  billing period if you make a Account on the date of the related
                                  payment by the Payment Due transaction, the date they are posted,
                                  Date in the current billing period or the last day of the billing period.
                                  that is less than the New
                                                       Amounts added to your Account
                                  Balance.
                                                       remain subject to Interest Charges
                               If a New Balance was shown on your until paid in full.
                               previous billing statement and you
                               did not pay the New Balance by the
                               Payment Due Date on that
                               statement, then we will not impose
                               Interest Charges on any Purchases
                               during the current billing period if you
                               pay the New Balance shown on your
                               current billing statement by the
                               Payment Due Date in the current
                               billing period.
        Application of Payments If you make more than the minimum We may apply the amount of your
                               payment when due, the excess payment less than or equal to your
                               above the minimum payment is minimum payment and any credits to
                               applied to balances with the highest your Account in any way we choose.
                               APRs first.             We generally apply these payments
                                                       to lower APR balances first, which
                                                       means you may pay higher Interest
                                                       Charges.
        Credit Balances        You may request a refund of credit If no refund is requested, we will
                               balances at any time.   apply credit balances to new
                                                       transactions, unless prohibited by
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        eDAS Disclosure                                               Page 6 of 20
                                                       law.
        INTEREST CHARGES
        CALCULATION       HOW WE DO THIS
        We calculate the Daily by taking the beginning balance for each type of transaction each day, adding any
        Balance for each day 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 by adding all of the Daily Balances for each day in the billing period and then dividing
        Daily Balance     by the total number of days in the billing period.
        We calculate the Interest by applying the daily periodic rate (DPR) for that balance to the "average daily
        Charges for each balance 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.
        We add the Interest by adding the Interest Charges to the balance to which it applies (for example, we
        Charged to the Account 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.
        We add the Minimum by adding the amount set forth in the Rates and Fees table to one or more of the
        Interest Charge   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               ACTIONS YOU MUST TAKE   WHAT WE WILL CHARGE YOU
        Late Payment Fee       Ensure that we receive at least the If any payment is late, we may
                               minimum payment by the Payment charge you a late payment fee. See
                               Due Date shown on the monthly the Rates and Fees Table for the late
                               billing statement.      payment fee applicable to your
                                                       Account. In no event will your late
                                                       payment fee exceed the amount of
                                                       your minimum payment due.
        Stop Payment Fee       Do not stop payment on checks. We may charge a stop payment fee
                                                       of $34.00 if we stop payment on a
                                                       check at your request.
        Collections            Do not default.         If the Account is in default, we may
                                                       take the actions described above in
                                                       the Default section under Important
                                                       Definitions, above.
        Statement Reprint Fee  You can request a copy of your We will add a Statement Reprint fee
                               statement.              of $6 to your purchase balance if you
                                                       request a copy of your monthly
                                                       statement.
                               You can request that a new or We will add a Rush Order fee of $25
        Rush Order Fee -
                               replacement card be sent to you on to your Purchase balance if you
        Card Replacement       an expedited basis.     request that a new or replacement
                                                       card be sent to you on an expedited
                                                       basis.
        FAQ                    WHAT YOU MUST DO        HOW IT AFFECTS THE ACCOUNT
        My Card is lost or stolen, or my Contact us immediately and stop You will not be liable for any
        Account has been compromised? using your Account. Contact us at unauthorized use that occurs after
                               the address or telephone number you notify us. You may, however, be
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        eDAS Disclosure                                               Page 7 of 20
                               listed on your billing statement or liable for unauthorized use that
                               Card.                   occurs before your notice to us. In
                                                       any case, your liability will not
                                                       exceed $50.
        My Account is closed or suspended? You must still repay all amounts you You remain responsible for your
                               owe under this Agreement. balance.
        My name, address, telephone Notify us of any change. We may also ask you to provide us
        number of other information has                updated financial information about
        changed.                                       you, and you agree to do so.
        ARBITRATION AND WAIVER OF JURY TRIAL RIGHTS
        Arbitration Provision. This Arbitration Provision sets forth the circumstances and procedures under which a Claim
        or Claims (as defined below) may be arbitrated instead of litigated in court. This Arbitration Provision
        supersedes and replaces any existing arbitration provision between you and us. This Arbitration
        Provision will apply to the Account(s) unless you notify us in writing that you reject the Arbitration
        Provision within 60 days of opening the Account(s). Send your rejection notice to KeyBank N.A., PO Box
        93752, Cleveland, Ohio 44101-5752. Your notice must be legible and include your name, the names of any
        joint account holders and the account number(s), the last four digits of your card number, the date of
        your notice, your address (street, city, state and zip code), your daytime telephone number, and must be
        signed by at least one of the joint account holders. Your rejection notice should not include any other
        correspondence. Calling us to reject the Arbitration Provision or providing notice by any other manner or
        format than as described above will not operate as a rejection of this Arbitration Provision and
        consequently this Arbitration Provision will become part of this Agreement. Rejection of this Arbitration
        Provision does not serve as a rejection of any other term or condition of the Agreement with us
        governing your Account(s).
        As used in this Arbitration Provision, the word "Claim" means any claim, dispute, or controversy between you and
        us arising from or relating to this Agreement or the Account(s), including without limitation, the validity,
        enforceability, or scope of this Arbitration Provision or this Agreement. "Claim" or "Claims" include claims of every
        kind and nature, whether pre-existing, present or future, including without limitation, initial claims, counterclaims,
        cross-claims, and third-party claims, and claims based upon contract, tort, fraud, and other intentional torts,
        constitutions, statutes, regulation, common law, and equity (including, without limitation, any claim for injunctive
        or declaratory relief). The word "Claim" or "Claims" is to be given the broadest possible meaning and includes, by
        way of example, and without limitation, any claim, dispute, or controversy that arises from or relates to (a) any
        Account subject to the terms of this Agreement (b) any electronic funds transfer from or to any account (c)
        advertisements, promotions, or oral and written statements related to this Agreement or the Account, (d) your
        application for the Account; and (e) the collection of amounts owed by you to us.
        This Arbitration Provision will not apply to Claims previously asserted, or which are later asserted, in lawsuits filed
        before the effective date of this Arbitration Provision or any prior arbitration provisions between you and us,
        whichever is earlier. However, this Arbitration Provision will apply to all other Claims, even if the facts and
        circumstances giving rise to the Claims existed before the effective date of this Arbitration Provision.
        Any Claim shall be resolved, upon the election of you or us, by binding arbitration pursuant to this Arbitration
        Provision and the applicable rules of either the American Arbitration Association or J.A.M.S/Endispute in effect at
        the time the Claim is filed (the "Arbitration Rules"). You may select one of these organizations to serve as the
        arbitration administrator if you initiate an arbitration against us or if either you or we compel arbitration of a Claim
        that the other party has brought in court. In addition, if we intend to initiate an arbitration against you, we will
        notify you in writing and give you twenty (20) days to select one of these organizations to serve as the arbitration
        administrator. If you fail to select an administrator within that twenty (20)-day period, we will select one. In all
        cases, the arbitrator(s) should be a lawyer with more than ten (10) years of experience or a retired judge. If for
        any reason the selected organization is unable or unwilling or ceases to serve as the arbitration administrator,
        you will have twenty (20) days to select a different administrator from the above list; if you fail to select a different
        administrator within the twenty (20)-day period, we will select one. In all cases, a party who has asserted a Claim
        in a lawsuit in court may elect arbitration with respect to any Claim(s) subsequently asserted in that lawsuit by
        any other party or parties.
        IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL
        HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR
        TO ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED FOR IN THE APPLICABLE
        ARBITRATION RULES. FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICPATE AS A
        REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT
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        eDAS Disclosure                                               Page 8 of 20
        TO ARBITRATION EXCEPT AS SET FORTH BELOW. THE ARBITRATOR'S DECISION WILL BE FINAL AND
        BINDING. YOU UNDERSTAND THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT
        MAY ALSO NOT BE AVAILABLE IN ARBITRATION. THE FEES CHARGED BY THE ARBITRATION
        ADMINISTRATOR MAY BE GREATER THAN THE FEES CHARGED BYA COURT.
        There shall be no authority for any Claims to be arbitrated on a class action or private attorney general basis.
        Furthermore, arbitration can only decide your or our Claim(s) and may not consolidate or join the claims of other
        persons that may have similar claims. There shall be no pre-arbitration discovery except as provided for in the
        applicable Arbitration Rules. Any arbitration hearing that you attend shall take place in the federal judicial district
        of your residence. At your written request, we will pay all fees charged by the arbitration administrator for any
        Claim(s) asserted by you in the arbitration, after you have paid an amount equivalent to the fee, if any, for filing
        such Claim(s) in state or federal court (whichever is less) in the judicial district in which you reside. (If you have
        already paid a filing fee for asserting the Claim(s) in court, you will not be required to pay that amount again.) If
        the arbitrator issues an award in our favor, you will not be required to reimburse us for any of the fees we have
        previously paid to the administrator or for which we are responsible. Each party shall bear the expense of that
        party's attorneys', experts', and witness fees, regardless of which party prevails in the arbitration, unless
        applicable law and/or this Agreement gives you the right to recover any of those fees from us. In the event you do
        not prevail in the arbitration, we will not seek to recover our attorneys', experts' or witness fees from you. This
        Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by
        the Federal Arbitration Act ("FAA"), 9 U.S.C. Sections 1 et. seq. The arbitrator shall apply applicable substantive
        law consistent with the FAA and applicable statutes of limitations and shall honor claims of privilege recognized
        at law, and at the timely request of any party, shall provide a brief written explanation of the basis for the award.
        In conducting the arbitration proceeding, the arbitrator shall not apply the federal or any state rules of civil
        procedure or rules of evidence. Judgment upon the award rendered by the arbitrator may be entered in any court
        having jurisdiction. The arbitrator's decision will be final and binding, except for any right of appeal provided by
        the FAA and except that, if the amount in controversy exceeds $10,000.00 any party can appeal to a three-
        arbitrator panel administered by the arbitration administrator which shall reconsider de novo (i.e. without regard
        to the original arbitrator's findings) any aspect of the initial award requested by the appealing party. The decision
        of the panel shall be by majority vote. The costs of such an appeal will be borne by the appealing party
        regardless of the outcome of the appeal.
        This Arbitration Provision shall survive termination of all Accounts subject to this Agreement. If any portion of this
        Arbitration Provision is deemed invalid or unenforceable under any law or statute consisted with the FAA, it shall
        not invalidate the remaining portions of this Arbitration Provision or the Agreement. In the event of a conflict or
        inconsistency between the applicable Arbitration Rules and this Arbitration Provision, this Arbitration Provision
        shall govern.
                               Contacting Arbitration Administrators
        If you have a question about the arbitration administrators mentioned in this Arbitration Provision or would like to
        obtain a copy of their Arbitration Rules or fee schedules, you can contact them as follows: American Arbitration
        Association, 1633 Broadway, 10th Floor, New York, New York 10019, www.adr.org, (800) 778-7879.
        Commercial or Consumer Rules, J.A.M.S./Endispute, 222 South Riverside Plaza, Suite 1850, Chicago, IL
        60606; www.jamsadr.com (800) 352-5267, Financial Services Arbitration Rules and Procedures.
        OTHER TERMS OF THE RELATIONSHIP
         Communications
                           We may send Cards, statements, and other communications to you at any
                           mailing or email address in our records. By providing a telephone number for a
                           cellular telephone, other wireless device, or a landline number that was later
                           converted to a wireless device, you are expressly consenting to receiving
                           communications at that number, including, but not limited to, prerecorded or
                           artificial voice message calls, text messages, and calls made by an automatic
                           telephone dialing system from KeyBank and its affiliates and agents. This
                           express consent applies to each such telephone number that you provide to us
                           now or in the future and permits such calls regardless of their purpose. These
                           calls and messages may incur access fees from your cellular provider.
                           We may also send an email to any address where we reasonably believe we can
                           contact you. Some of the legal purposes for calls and messages include:
                           suspected fraud or identity theft, obtaining information; transaction on or servicing
                           of the Account; collecting on the Account, and providing you information about
                           product and services. Notify us immediately of any changes to your contact
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        eDAS Disclosure                                               Page 9 of 20
                           information using the address or phone number shown on your billing statement.
         Telephone Monitoring We may listen to and record your telephone calls with us.
         Credit Information 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.
         Enforcement       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.
         Applicable Law    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.
         Amendments        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.
         Assignment        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.
         Severability      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.
         Restrictions on Use KeyBank may restrict use of your Card in any jurisdiction or country where such
                           use would be contrary to U.S. law or regulation, or which is identified as
                           presenting a high risk of fraud. Please call 1-800-KEY2YOU for the current list of
                           countries where transactions are restricted.
        YOUR BILLING RIGHTS - Keep this document for future use
        This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.
        What to Do If You Find A Mistake On Your Statement
        If you think there is an error on your statement, write us at the address shown on your billing statement. In your letter, give us the following
        information.
         ? Account information: Your name and account number.
         ? Dollar amount: The dollar amount of the suspected error.
         ? Description of the problem: If you think there is an error on your bill, describe what you believe is wrong and
           why you believe it is a mistake.
        You must contact us:
         ? Within 60 days after the error appeared on your statement.
         ? At least 3 business days before an automated payment is scheduled, if you want to stop payment on the
           amount you think is wrong.
        You must notify us of any potential errors in writing, You may call us, but if you do we are not required to
        investigate any potential errors and you may have to pay the amount in question.
        What Will Happen After We Receive Your Letter
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        eDAS Disclosure                                              Page 10 of 20
        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.
        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.
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        eDAS Disclosure                                              Page 11 of 20
        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.
                                                   �
                      Key2More Rewards MasterCard    Credit Card
                               Interest Rates and Interest Charges
         Annual Percentage Rate (APR) for Purchases
                                            00.00 % Introductory APR for the first 6 monthly
                                            billing cycles. After that, your APR will be 11.99
                                            % to 21.99 % based on your creditworthiness.
                                            This APR will vary with the market based on Prime
                                            Rate.
         APR for Cash Advances
                                            23.99 %.This APR will vary with the market based on
                                            Prime Rate.
         APR for Balance Transfers
                                            00.00 % Introductory APR for the first 6 monthly billing
                                            cycles following account opening when balance is
                                            transferred within the first 60 days following account
                                            opening. After that, your APR will be 11.99 % to 21.99
                                            % based on your creditworthiness. This APR will vary
                                            with the market based on Prime Rate.
         Paying Interest
                                            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 $00.50 .
         For Credit Card Tips from the Consumer Financial To learn more about factors to consider when
         Protection Bureau                  applying for or using a credit card, visit the website of
                                            the Consumer Financial Protection Bureau
                                            http://www.consumerfinance.gov/learnmore
                                         Fees
         Annual Fee                         None
         Transaction Fees:
         ? Balance Transfer Fee               Either $10.00 or 4% or of the amount of each
                                              transaction, whichever is greater.
         ? Cash Advance Fee                   Either $10.00 or 4% or of the amount of each
                                              transaction, whichever is greater.
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        eDAS Disclosure                                              Page 12 of 20
         ? Convenience Check Advance Fee      Either $10.00 or 4% or of the amount of each
                                              transaction, whichever is greater.
         ? Cash Equivalent Fee                Either $10.00 or 4% or of the amount of each
                                              transaction, whichever is greater.
         ? Overdraft Protection Transfer Fee
                                              $10.00
         ? Foreign Transaction Fee
                                              3% of the amount of each foreign currency
                                              transaction after its conversion into U.S. dollars
         Penalty Fees:
         Late Payment Fee                   Up to $35.00
        How We Calculate Your Balance: We use a method called the average daily balance method (including new
        purchases).
        Billing Rights: Information on your rights to dispute transactions and how to exercise those rights is provided in
        your Cardmember Agreement.
        Loss of Introductory APR: If you make a late payment, we may end offering you a lower introductory APR and
        begin charging you the higher APR (for both Purchases and Balance Transfers) that is specified in the table
        above and scheduled to take effect after the introductory APR is no longer effective.
        KeyBank Rewards Program Terms and Conditions
        These terms and conditions (the "Program Rules") are provided by KeyBank National Association ("KeyBank") to govern the use of the
                 �
        KeyBank Rewards Program (the "Program"). Services provided by the KeyBank Rewards Program are additionally governed by any other
        separate agreement(s) Customer may have with KeyBank, and any amendments or changes made to these Program Rules.
        By enrolling in the Program, Customer agrees to be bound by these Program Rules. From time to time we may change the Program Rules.
        When any change is made, we will post revisions at our website and/or we will notify you in writing, as applicable. It is your responsibility to
        review the Program Rules to be aware of any changes. Your continued participation or failure to terminate your participation in the Program
        will evidence your acceptance of the changes and your agreement to be bound by them.
        "Customer," "you" or "your" shall mean the person, persons or entities in whose name the Rewards Account is carried on the books of
        KeyBank and shall include the masculine and feminine genders and the plural as well as the singular wherever the context so permits. "Us,"
        "our" and "we" shall mean collectively KeyBank and all of its affiliates and subsidiaries. "Consumer" means an individual non-business
        Customer and a "Business" means a business Customer. Notices and other communications to a Business Customer will be made to the
        Business.
        I. Reward Programs
        Under the Program, you may earn and use points ("Rewards Point(s)") to obtain a variety of rewards ("Rewards") including merchandise,
        gift cards, travel rewards, cash back and domestic U.S. air travel rewards as full payment for goods or services available through us. Further
        information on available Rewards is displayed at www.keybankrewards.com. You may earn Rewards Points as set forth in Section III below.
        KeyBank maintains two rewards programs, the "Basic Rewards Program", and an enhanced rewards program with additional ways to earn
        points known as the KeyBank Relationship Rewards Program ("Relationship Rewards Program" or "Relationship Rewards"). The basic
        KeyBank Rewards Program is referred to in these Program Rules as the "Basic Rewards Program." Provisions in these Program Rules
        identified as regarding the Relationship Rewards Program will govern the Relationship Rewards Program and provisions identified as
        regarding the Basic Rewards Program will govern the Basic Rewards Program. Otherwise references to the "Program" shall include the
        Relationship Rewards Program and the Basic Rewards Program. The Program Rules will govern both the Relationship Rewards Program and
        the Basic Rewards Program, as may be amended from time to time.
        KeyBank no longer offers enrollment for the Basic Rewards Program, but allows previously enrolled participants of the Basic Rewards
        Program to continue in such Basic Rewards Program, subject to payment of annual fees and the terms of these Program Rules. If you are in
        the Basic Rewards Program and you wish to enroll in the Relationship Rewards Program, you may enroll subject to the terms of these
        Program Rules.
        If you are enrolled in either the Relationship Rewards Program or the Basic Rewards Program, you will have a rewards account ("Rewards
        Account") as further described in Section IV.1.
        II. Enrollment & Registration.
        1. Generally. To receive benefits under the Program, enrollment of one or more Eligible Products is necessary. Any Signer on an Eligible
        Product may enroll such Product into the Program, and once an Eligible Product is enrolled, then all other Signers of such enrolled Eligible
        Product will automatically be enrolled into the Program. Annual Fees are assessed based upon the Eligible Product(s) which is/are enrolled
        and the type of Program chosen. The ability to earn points varies upon the Eligible Products which are enrolled in the Program all as further
        detailed below in Section III entitled Earning Points.
        2. Enrollment. Enrollment enables Rewards Points to begin accruing relative to an Enrolled Product and/or an Enrolled Signer.
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        eDAS Disclosure                                              Page 13 of 20
            a. Eligible Checking Accounts. To enroll, any Signer on an Eligible Checking Account may call Key's Customer Service (1-800-
            KEY2YOU or 1-888KEY4BIZ), log into Key's Online Banking (if such Signer is enrolled in Online Banking), or visit a KeyBank
            branch. KeyBank will process your enrollment request as to the Eligible Checking Account and thereafter enroll all Signers of such
            Eligible Checking Account. An Eligible Checking Account that has been enrolled in the Program will be referred to in this Agreement
            as an "Enrolled Checking Account."
            b. Eligible Credit Card Accounts. All Signers on a credit card issued by KeyBank on or after May 24, 2013, and bearing a plastic
            number with the first 6 digits of 524924, 519945, 552356, or 519731, (herein an "Eligible Credit Card"), are automatically enrolled in
            the Relationship Rewards Program and the Eligible Credit Card is also automatically enrolled. From time to time KeyBank may
            determine that other credit card accounts, which it has acquired or which it may hereafter acquire, are eligible to join the Program,
            subject to additional terms and conditions.
            c. Conversion Credit Card Accounts. Key is converting the following named credit cards to KeyBank's Relationship Rewards
            Program from a different rewards program effective October 4, 2013: (1) KeyBank World MasterCard with Rewards, (2) KeyBank
            MasterCard with Rewards, (3) Key Private Bank Visa Signature Elite, (4) Key Private Bank Visa Signature, (5) Key Private Bank
            World Elite MasterCard, (6) Key Private Bank World MasterCard, (7) KeyBank Business Travel Rewards MasterCard, (8) KeyBank
            Business Rewards MasterCard bearing a plastic number with the first 6 digits of 547538, (9) KeyBank Key2More Rewards
            MasterCard bearing a plastic number with the first 6 digits of 548029, 552373 or 548853 (herein collectively referred to as the
            "October 2013 Conversion Accounts"). Additionally Key is converting the following named credit cards to KeyBank�s Relationship
            Rewards Program from another rewards program effective on or after October 2014: (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, and (3) KeyBank Business MasterCard with Rewards bearing a plastic number with the first 6 digits
            of 519726 or 519727 (the �October 2014 Conversion Accounts�). The October 2013 Conversion Accounts and the October 2014
            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. Registration. Registration enables a Signer to access his or her Rewards Account. You may choose any option below to register. Once
        you have registered, all of your Rewards Points activity relating to any Enrolled Product for which you are a Signer, will be visible in your
        Rewards Account and you will be able to redeem Rewards Points as set forth in Section IV of this Agreement. In the future you may need to
        re-register with additional self-identifying information and change your user ID to be your e-mail address due to planned system upgrades.
            a. Enrolled Checking Account. If you are a Signer on an Enrolled Checking Account, you may use the rewards number found on
            your Checking Account monthly statement, or available in Online Banking, to register with KeyBank Rewards at
            www.keybankrewards.com. You will need to follow the directions found on the www.keybankrewards.com website to obtain a user ID
            and password for future access.
            b. Debit Card. If you are a Signer on an Enrolled Checking Account, you may use the number on your plastic Debit Card to register
            with KeyBank Rewards at www.keybankrewards.com. You will need to follow the directions found on the www.keybankrewards.com
            website to obtain a user ID and password for future access.
            c. Eligible Credit Card Account. If you are a Signer on an enrolled Eligible Credit Card Account, you may use the number on your
            plastic Credit Card to register with KeyBank Rewards at www.keybankrewards.com. You will need to follow the directions found on
            the www.keybankrewards.com website to obtain a user ID and password for future access. For both October 2013 Conversion
            Accounts and October 2014 Conversion Accounts only: For Consumers, only the Primary Signer for your Credit Card Account may
            register for the KeyBank Relationship Rewards Program. All other Signers will need to call 1-888-333-7780 to access the KeyBank
            Rewards Center to redeem Rewards Points.
        4. Eligible Products. A product eligible for enrollment in the Program is a checking account or a credit card account listed in Table 1 of this
        Section II (referred to singularly as an Eligible Checking Account or an Eligible Credit Card Account or an "Eligible Product" or collectively as
        "Eligible Products"), except that a checking account listed in Table 1 will not be considered an Eligible Checking Account if such account is
        opened as an agency account, custodial account, estate account, or guardianship account. Eligible Products may become ineligible as set
        forth in Section VI below. Debit cards are no longer eligible for enrollment on a stand alone basis; rather, usage of a debit card that accesses
        an Enrolled Checking Account (herein a "Debit Card") is permitted to earn points as set forth in Section III. If you are enrolled in the Basic
        Rewards Program, you may have originally only enrolled your debit card; however, all checking accounts that are tied to a debit card that was
        enrolled in the Basic Rewards Program are also enrolled in the Basic Rewards Program.
        5. Signers and Primary Signers. A "Signer" always refers to an individual and not to an entity, organization, trust or other business. Signers
        for Eligible Checking Accounts and Eligible Credit Card Accounts are further defined as follows:
            a. Signer on an Eligible Checking Account. A signer is an individual who signs a signature card (i) in his or her own individual
            capacity, or (ii) on behalf of an entity, organization or trust. Additionally, a signer may be a person designated on KeyBank's systems,
            books or records as being a signer. The owner of an account may be different than the actual signers. A signer includes sole
            owners, co-owners, powers of attorney, authorized minor users and trustees. An authorized user of a Debit Card who has not signed
            the signature card, is not a Signer for the purposes of this Agreement or the Program.
            b. Signer on an Eligible Credit Card Account. A signer is an individual who is obligated to repay the outstanding amount under an
            Eligible Credit Card. A signer includes a borrower, co-borrower or guarantor of the Eligible Credit Card. Additionally, if the Eligible
            Credit Card is a business credit card for which the business is the obligor, then signer shall 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.
            c. Primary Signer. The "Primary Signer" is the Signer whose name appears first on our records for the Eligible Checking Account.
            For an October 2013 Conversion Account or an October 2014 Conversion Account, the Primary Signer will be the borrower, and all
            co-borrowers and/or guarantors will be considered other Signers.
        6. Annual Fee. The annual membership fee will depend on the type of Eligible Product you have enrolled and the Rewards Program you are
        enrolled in as set forth in the chart below. There is no annual membership fee if you are enrolling in the Program solely by virtue of being a
        signer on an Eligible Credit Card; however, should you wish to also enroll an Eligible Checking Account to be eligible to earn additional points
        pursuant to the Program's terms and conditions, you will need to pay the associated annual fee for the Eligible Checking Account. The annual
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        eDAS Disclosure                                              Page 14 of 20
        membership fee is charged on an Eligible Product basis and not on a Signer basis. Therefore, regardless of the numbers of Signers on an
        Eligible Product, only one annual membership fee will be charged to a particular Eligible Checking Account. If you enroll more than one
        Eligible Checking Account in the Program, you will be charged the corresponding annual membership fee for each Eligible Checking Account
        enrolled.
            a) This membership fee is subject to change without notice.
            b) If a Program annual membership fee applies, you authorize KeyBank to charge this fee automatically to your Enrolled Checking
            Account on the first Checking Account statement cycle date after enrollment and then annually thereafter on the statement that
            includes the anniversary date of enrollment unless you notify KeyBank of cancellation of participation in the Program at least 60 days
            prior to the enrollment anniversary. This annual membership fee is non-refundable.
        Table 1: Eligible Accounts and Related Annual Fees
                                                   Basic Rewards Annual Relationship Rewards
         Account Type - Non-Business
                                                        Fee         Annual Fee
         Key Privilege Select Checking                  N/A         Fee waived
         Key Privilege Checking                         N/A         Fee waived
         Sweep Checking                                 N/A         Fee waived
         Key Private Bank Personal Checking             N/A         Fee waived
         Key Private Bank Money Market Checking         N/A         Fee waived
         Key Advantage Checking                         N/A           $30
         Key Coverage Checking                          N/A           $40
         Key Express Checking                           $30           $40
         Key Student Checking                           $30           $40
         KeyBank Hassle-Free Account                    $30           $40
         Other Non-Business Checking Accounts Not Listed $30          $40
         Any Credit Card issued by KeyBank on or after May 24, 2013, and bearing a
         plastic number with the first 6 digits of 524924, 519945, 552356, including
                                                        N/A         Fee waived
         KeyBank Key2More Rewards MasterCard Credit Card, Key Private Bank
         MasterCard Credit Card and KeyBank Platinum MasterCard Credit Card
         October 2013 Conversion Accounts and October 2014 Conversion Accounts N/A Fee waived
                                                   Basic Rewards Annual Relationship Rewards
         Account Type - Business
                                                        Fee         Annual Fee
         Key Business Rewards Checking                  N/A         Fee waived
         KeyBank Basic Business Checking                $30           $40
         KeyBank Business Interest Checking             $30           $40
         Other Business Checking Accounts Not Listed    $30           $40
         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 N/A Fee Waived
         Rewards MasterCard Credit Card
         October 2013 Conversion Accounts and October 2014 Conversion Accounts N/A Fee waived
        III. Earning Points.
        1. Generally. If you are in the Relationship Rewards Program and have an Enrolled Checking Account (defined in Section II), you may earn
        points for certain transactions or bonus activities outlined below and for opening new Relationship Products (defined below) and/or increasing
        the balance of certain of the Relationship Products as specified below. If you have an enrolled Eligible Credit Card Account, but do not have
        an enrolled Eligible Checking Account , then you may earn points for certain transactions and bonus activities outlined in the Guide (defined
        below), but you will be limited in your ability to earn points for opening new Relationship Products. The only provision of this Section III entitled
        Earning Points that applies to the Basic Rewards Program is section III.4.A. regarding Debit Card Usage; all provisions of this Section III apply
        to the Relationship Rewards Program. Transactions of authorized users of both Debit Cards and Eligible Credit Cards may earn Rewards
        Points; however, such an authorized user will not be able to view or redeem Rewards Points as set forth in Section IV.
        2. Guide. KeyBank publishes guides to set forth qualification criteria for earning Rewards Points for particular transactions and events. The
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        eDAS Disclosure                                              Page 15 of 20
        KeyBank Relationship Rewards Points Guide includes information concerning Activity and Bonus Points, Relationship Rewards Product Points
        and general Rewards Points, applicability to Enrolled Checking Accounts and enrolled Eligible Credit Cards, and further qualification and earn
        rates as specified therein (hereinafter referred to as the "Guide"). The Guide is specifically incorporated into and made a part of the Program
        Rules and may be modified by KeyBank at any time. The Guide is available at www.key.com under the rewards tab. KeyBank reserves the
        right, in its sole discretion to determine (1) whether any product or service is a Relationship Product eligible to earn Rewards Points, (2)
        whether any transaction, product or service is eligible to earn Activity and Bonus Points (defined below), and (3) whether to provide any
        product or service to any person or Customer. Important additional information regarding Activity and Bonus Event types, qualifications, and
        amount of points earned, is contained in the Guide. Different Activity and Bonus Events may apply for Consumer and Business Customers,
        and for Customers in KeyBank's Private Bank. Activity and Bonus Points may be earned for single transactions and for recurring activity, and
        are subject to monthly caps. Please refer to the Guide for details.
        3. Net Purchases. The term Net Purchases is defined as the dollar value of goods and services purchased with a Debit Card or Eligible Credit
        Card after the enrollment date, minus (a) any credits, returns or other adjustments as reflected on the monthly statements, (b) the value of all
        Excluded Transactions, and (c) all annual membership fees, late payment fees, over-limit fees, insurance charges, card-related service
        charges, finance charges, fees and/or unauthorized charges.
        4. Basic Rewards Program. The only Rewards Points that you may earn if you are in the Basic Rewards Program are points for Debit Card
        usage.
            A. Debit Card Usage Points. A Signer or authorized user of a Debit Card will earn one (1) Reward Point for every six ($6.00 USD) in
            signature debit Net Purchases and one (1) Reward Point for every six ($6.00 USD) in PIN POS Net Purchases. Eligible transactions
            do not include Excluded Transactions defined in Section III.9 below and Rewards Points will not be earned on Excluded
            Transactions. Although Debit Card usage by authorized users may earn Rewards Points, only Signers may view or redeem such
            Rewards Points, all as further set forth in Section IV below.
            B. Relationship Rewards Program members may earn points for Debit Card usage as set forth in the Guide.
        5. Activity and Bonus Points with Enrolled Checking Account. If you are enrolled in the Relationship Rewards Program, in addition to
        earning points by use of your Debit Card, you may earn Rewards Points when you perform certain activities associated with your Enrolled
        Checking Account and upon the occurrence of certain events ("Activity and Bonus Events"). These Rewards Points will be known as
        "Activity and Bonus Points." Important additional information, including without limitation, qualification requirements, point amounts and
        monthly point caps for Activity and Bonus Points are contained in the Guide. Subject to inclusion in the Guide, Activity and Bonus Events may
        include the activities enumerated below dependent upon whether the Enrolled Checking Account associated with the particular activity is
        consumer or business in nature.
        Consumer Enrolled Account          Business Enrolled Account
        Use of online statements           Use of online statements
        Debit card transactions            Debit card transactions
        Automated debit or credit transactions Automated debit or credit transactions
        Online bill payments               Online bill payments
        ATM deposits                       N/A
        Birthday Bonus                     N/A
        Mobile Deposit                     N/A
        A Birthday Bonus is an award of Rewards Points associated with your Enrolled Checking Account on the birthday of the Primary Signer on the
        Eligible Checking Account.
        6. "Relationship Product" and Relationship Rewards Product Points for Consumer Customers with Enrolled Checking Account.
        Product Point(s) with respect to a Consumer are Rewards Points which are awarded as set forth below for expanding the Consumer
        Relationship with KeyBank by opening or establishing a new eligible product or service, such eligible products or services may include the
        products or services set forth below, but will be limited to the actual products or services set forth in the Guide, and Product Point awards will
        be subject to all requirements set forth in the Guide, including, but not limited to qualification criteria, point amounts, annual point caps and
        other relevant information contained in the guide which may change from time to time as set forth in Section III.2 above:
        "Relationship Product(s)" to Expand a Consumer Enrolled Checking Account Relationship
                                  �                       � Savings Accounts (Key Gold Money Market Savings Account and Key Silver Money Market Savings Account)
        Personal Certificates of Deposit
        Loans for Autos, Boats, Recreational Vehicles and Motorcycles
        Personal Secured and Unsecured Loans (includes home improvement and other collateral secured installment loans)
        Home Equity Lines of Credit and Loans
        Preferred Credit Line
        Mortgages
        Regardless of who opens the Relationship Product, Product Point(s) with respect to Consumer Enrolled Checking Accounts will be awarded to
        each Consumer Enrolled Checking Account which has a Signer in common with said Relationship Product, provided however that the number
        of awards shall never exceed the lesser of (i) the number of Consumer Enrolled Checking Accounts, or (ii) the number of Signers on said
        Relationship Product. Product Point awards will be made with respect to Enrolled Checking Accounts bearing the lowest sequential account
        number to highest until the maximum number of awards is reached. Additionally, from time to time through special offers from KeyBank,
        Relationship Rewards Product Points may be awarded for increasing the balance in your savings account or Certificate of Deposit or for
        renewing your Certificate of Deposit. Only products or services opened or established after your enrollment in the Relationship Rewards
        Program qualify for Relationship Rewards Product Points. Relationship Products may differ for Consumer and Private Bank Customers.
        Please refer to the Guide for details.
        7. "Relationship Product" and Relationship Reward Product Points for Business Customers with Enrolled Checking Account.
        Product Point(s) with respect to a Business are Rewards Points which are awarded as set forth below for expanding the Business Relationship
        with KeyBank by opening or establishing new eligible business products or services, which may include the products or services set forth
        below, but will be limited to the actual products or services set forth in the Guide, and Product Point awards will be subject to all requirements
        set forth in the Guide, including, but not limited to qualification criteria, point amounts, annual point caps and other relevant information
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        contained in the Guide which may change from time to time as set forth in Section III.2 above.
        "Relationship Product(s)" to expand a Business Enrolled Checking Account Relationship
                                       �                       � Savings Accounts (Key Business Gold Money Market Savings and Key Business Silver Money Market Savings Account)
        Business and Small Business Certificates of Deposit
                    �
        Key Equipment Finance Loan/Lease (excluding Competitive Equality Banking Act of 1987 (CEBA) Leases)
        Commercial Term Loan
        Commercial Lines of Credit
        Small Business Line of Credit
        Key Merchant Services
        Regardless of who opens the business Relationship Product, Product Point(s) with respect to a Business Enrolled Checking Account will be
        awarded to each Business Enrolled Checking Account which has a Signer in common with said Relationship Product, provided however, that
        the number of Product Point awards shall never exceed the lesser of (i) the number of Business Enrolled Checking Accounts, or (ii) the
        number of Signers on said Relationship Product. Product Point awards will be made with respect to Enrolled Checking Accounts bearing the
        lowest sequential account number to highest until the maximum number of awards is reached. Additionally, from time to time through special
        offers from KeyBank, Relationship Rewards Product Points may be awarded for increasing the balance in your savings account or Certificate
        of Deposit or for renewing your Certificate of Deposit. Only products or services opened or established after your enrollment in the
        Relationship Rewards Program qualify for Relationship Rewards Product Points.
        8. Points for Enrolled Credit Card Accounts. KeyBank offers varying levels of Rewards Points depending upon your credit card type.
        Subject to the terms of the Guide, Rewards Points will be awarded for the amount of credit card transaction activity, including bonuses for
        recurring payments and choosing online statement delivery. Additionally, to reward customers who also have an Eligible Checking Account
        with KeyBank (regardless of enrollment status), when you open an Eligible Credit Card, KeyBank will provide Rewards Points to a Signer on
        an Eligible Credit Card as long as the qualification criteria in the Guide are met.
        9. 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, the Rewards website accessed through www.keybankrewards.com, 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.
        10. Excluded Transactions. Excluded Transactions will not be included in the Reward Point calculation. The term Excluded Transactions is
        defined as and includes: ATM cash disbursements, manual financial institution cash advances, KeyBank's Cash Reserve Credit transactions,
        person-person money transfers, a quasi cash transaction including the purchase of traveler's checks, foreign currency, money orders or
        convenience checks, truck stop transactions (any transactions at a truck stop other than an ATM at fuel desks, weigh stations, public scales,
        or ports of entry), gaming transactions, tax payments, balance transfers, annual membership fees, point-of-sale cash back transactions
        greater than the purchase amount, returned checks, and any credit, return or other adjustment to your Enrolled Checking Account and/or
        Credit Card Account. If you are enrolled in the Relationship Rewards Program, the term "Excluded Transactions" as defined above will apply
        to the Reward Point calculation for transactions made using your Eligible Credit Card (if applicable) and your Debit Card if your Eligible
        Checking Account is enrolled.
        IV. Rewards Account and Point Redemption
        1. Rewards Account Generally. Each enrolled Eligible Product will have an associated internal rewards account established by KeyBank to
        track the Rewards Points earned under the Program. If you are a Signer and are enrolled in either the Relationship Rewards Program or the
        Basic Rewards Program, you will have a rewards account ("Rewards Account"), which you may access after you have registered (as set
        forth in Section II above). Your Rewards Account number will appear on your statement and will be available online and elsewhere as
        determined by KeyBank from time to time. Your Rewards Account will allow you to view the available point balance relating to any Enrolled
        Checking Account or Eligible Credit Card for which you are a Signer. The available point balance is an aggregation of Rewards Points
        available to any Signer, subject to certain exceptions, on an enrolled Eligible Product for activities and behaviors engaged in by the Signers of
        such accounts as set forth in Section III entitled "Earning Points". Notwithstanding the foregoing, certain Points are awarded only to the
        Primary Signer of an Enrolled Checking Account, all as set forth in Section III above entitled "Earning Points". You shall have no interest in or
        rights to the Rewards Account except as provided in these Program Rules, and the Rewards Account cannot be assigned or transferred by
        you. Any assignment or transfer of the Rewards Account is null and void. In order to access the Rewards Account, you will need to have
        registered as set forth in Section II above entitled Enrollment and Registration.
        2. Rewards Account Mechanics. Your Rewards Account will allow you to view all of the Rewards Points which have been awarded relative
        to any Enrolled Checking Account and/or Eligible Credit Card, for which you are a Signer. You will be able to redeem any and all Rewards
        Points viewable in your Rewards Account. An authorized user of a Debit Card or an Eligible Credit Card will not be able to view or redeem
        Rewards Points. However, activity of other Signers, who also may view and redeem from a common available point balance for which you
        both are Signers, may reduce the availability of Rewards Points in your Rewards Account. All Signers on an enrolled Eligible Product will be
        able to view and redeem all Rewards Points earned for the enrolled Eligible Products. With respect to Enrolled Checking Accounts, any Signer
        will be able to view and redeem all Rewards Points earned for the Enrolled Checking Account, both for Bonus and Activity Points and
        Relationship Rewards Points. For example, if a Signer on a joint Enrolled Checking Account opens a Relationship Product in his or her own
        name only, Relationship Rewards Points would appear in the available points balance of the Enrolled Checking Account and could be viewed
        and redeemed by any and all Signers on the Enrolled Checking Account. Relationship Rewards Points for any Relationship Product opened
        by a Business or by any Signer on a Business Enrolled Checking Account will be displayed in the available point balance relating to the
        Business Enrolled Checking Account and could be viewed and redeemed by any and all Signers on the Business Enrolled Checking Account.
        3. Redemption. Rewards Points must be redeemed by a Signer on an Eligible Product that is enrolled in the Program. Except as specified
        below, to redeem Rewards Points for rewards, log into www.keybankrewards.com or contact the KeyBank Rewards Center. KeyBank
        Rewards Center representatives are available Monday through Friday, 7 a.m. to 9 p.m. EST and Saturday through Sunday, 9 a.m. to 6 p.m.
        EST. For October 2013 Conversion Accounts, only the Primary Signer may redeem through www.keybankrewards.com and all other Signers
        must call 1-888-333-7780 to redeem Rewards Points.
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        4. Reservation of Rights. KeyBank reserves the right, in its sole discretion, to change how Rewards Points are earned and allocated at any
        time.
        5. Contacting Key. Your available Rewards Points balance is available at www.keybankrewards.com and also can be obtained by calling
        KeyBank at 1-800-539-2968, or otherwise as determined by KeyBank from time to time. Additionally, the Rewards Points balance for the
        Eligible Credit Card is available on the credit card billing statement; the Rewards Points balance for the Enrolled Checking Account is available
        on the checking account statement as well as on branch receipts. If you are enrolled in online banking, you can access your Rewards Points
        balance through KeyBank Online Banking or through Key Business Online. KeyBank Rewards Center representatives are available Monday
        through Friday, 7 a.m. to 9 p.m. EST and Saturday through Sunday, 9 a.m. to 6 p.m. EST time. Important information regarding the
        Relationship Rewards Program ("KeyBank Rewards Information") can be found at www.key.com/rewards.
        6. Redemption Allocation and Expiration. If unused, the Rewards Points carry a 4-year expiration limitation based on the date the Rewards
        Points were earned, and upon expiration all unused Rewards Points shall be forfeited immediately. Rewards Points redeemed and/or expired,
        if applicable, will be based on a first-in, first-out process. For October 2013 Conversion Accounts and October 2014 Conversion Accounts,
        converted Rewards Points will retain the same expiration date as they had under your previous rewards program. Points earned after the last
        full billing cycle prior to conversion for such Conversion Accounts will be treated as Rewards Points earned under the KeyBank Relationship
        Rewards Program for the purposes of determining an expiration date. 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 except as used in accordance with these Program Rules, have no cash value
        and cannot under any circumstances be used as payment for any Customer account balance or any other liability or obligation you have to
        KeyBank.
        8. No Partial Awards. No partial awards will be issued upon redemption of Rewards Points.
        9. Value. Rewards Points and rewards have no value, are not refundable or exchangeable and cannot be used except in accordance with
        these Program Rules and applicable terms and conditions of rewards suppliers.
        10. Availability. Rewards Points are available after transactions are posted and based on the specifications set forth in the Guide.
        V. Transfer
        Customers enrolled in Relationship Rewards can transfer all or part of their Rewards Points balance in their Relationship Rewards Account to
        another Relationship Rewards Account at KeyBank ("Points Transfer"). In order to transfer Rewards Points, a Customer can call customer
        service at 1-888-333-7780. A Customer must know the recipient's Relationship Rewards Account number in order to complete the transfer. If
        there is more than one Customer associated with a Relationship Rewards Account, each Customer may only transfer Rewards Points that
        were earned by such Customer. Only Customers with Relationship Rewards Accounts in good standing (as determined by KeyBank in its sole
        discretion) can participate in Points Transfers, either as a transferor or transferee. Transferred points retain the expiration date assigned at the
        time the transferred points were originally earned, not the date of transfer. All transfers are final. If Rewards Points subject to 1099 reporting
        are transferred, the 1099 reporting and associated tax liability remains with the Customer who earned the points.
        VI. General Program Details
        1. Continuing Eligibility. If you are enrolled in KeyBank Basic Rewards, you must have signature authority on your KeyBank Checking
        Account from which funds are withdrawn to pay for card transactions made by your Rewards Debit Card. For all Programs, eligibility is limited
        to KeyBank's Customers, whose enrolled Eligible Products are in good standing. You will only earn Rewards Points as long as KeyBank, in its
        sole discretion, determines that your enrolled Eligible Products are acceptable to KeyBank and are eligible for participation in the Program. An
        ineligible Checking Account and/or Credit Card Account includes, without limitation, an account that is frozen, restricted, closed, terminated,
        cancelled, expired, inactive, dormant, has a legal status, or an account that is subject to litigation or any adverse (or conflicting) claim of any
        third party.
        2. Cancellation and Discontinuation. If you voluntarily cancel enrollment in the Program or if KeyBank cancels the enrollment due to the
        account not being eligible, all unused accrued Rewards Points and rewards shall be forfeited immediately. If you are terminated as a Signer on
        an enrolled Eligible Product for any reason, whether due to your own action, action by KeyBank, or death, Activity and Bonus Points and
        Relationship Rewards Points earned by you prior to termination will remain in the available point balance and will be available for use by the
        Signers of the Eligible Product in connection with which the Points were earned. You may discontinue your participation in the Program at
        anytime without notice. KeyBank's cancellation, change or suspension of the Program may result in the forfeiture of earned points and a
        change in the redemption of any outstanding rewards.
        3. Reservation of Rights. The Program and benefits are offered at the sole discretion of KeyBank. KeyBank reserves the right to cancel,
        change or temporarily suspend the Program at any time without notice, including without limitation, to (a) terminate any Customer's or Signer's
        membership in the Program for any reason; (b) reduce or eliminate all Rewards Points earned (but not yet credited to your Rewards Account);
        (c) add to or modify the terms and conditions of these Program Rules, including, as to the Relationship Rewards Program and the Guides,
        additions or modifications to the number of Rewards Points earned for any activity, deletions or modifications to activities that earn Rewards
        Points, or modifications to qualifications for Activity and Bonus Events or Relationship Products; (d) discontinue KeyBank's participation in the
        Program; (e) terminate or modify its Program; (f) modify the formula to calculate Rewards Points earnings; and (g) in the event of any fraud or
        abuse of the Program privileges or violation of the Program Rules (including any attempt to sell, exchange or otherwise transfer Rewards
        Points or any instrument exchangeable for the Program). In regard to the Relationship Rewards Program, KeyBank reserves the right, in its
        sole discretion, to determine whether any transaction, product or service is eligible to earn Rewards Points, and whether to allow any person
        or Customer to undertake any transaction or to receive any product or service.
        4. Governing Law. These Program Rules and Program are governed by the laws of the State of Ohio, without regard to its conflicts of law
        principles. The Program is void where prohibited by federal, state or local law.
        5. Availability Limitations. Airline tickets, travel rewards packages, merchandise rewards, travel vouchers, gift certificates/gift cards and
        other rewards are subject to availability and certain restrictions and fulfillment fees apply.
        6. Signer Disputes. KeyBank is not responsible for, and has no duty, obligation or liability regarding any disputes between joint Signers of an
        Eligible Product (or authorized users of a Debit Card or Credit Card) relating to Rewards Points ownership, accessibility and/or redemption
        rights under the Program.
        7. Liability. Every effort has been made to ensure that the information provided is accurate. KeyBank is not responsible for errors or
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        eDAS Disclosure                                              Page 18 of 20
        omissions.
        8. Taxes. When you redeem Rewards Points for a reward, you and the merchant are responsible for compliance with all laws related to the
        reward, including the payment and collection of any federal, state, and local taxes.
        9. 1099-INT Reporting. The fair market value of points earned for opening a savings account or a Certificate of Deposit, for increasing the
        balance in your savings account or Certificate of Deposit or renewing your Certificate of Deposit along with interest earned on your Savings
        account or Certificate of Deposit (further described in Section III above) will be reported to the IRS on Form 1099-INT. The 1099-INT is issued
        for the Savings Account or the Certificate of Deposit since the award of Rewards Points is for opening or increasing the balance of such
        account and such an award is considered to be interest earnings. The issuance of the 1099-INT for the Savings Account or Certificate of
        Deposit occurs even though the Rewards Points will be added to the available point balance for the Enrolled Checking Account.
        10. Travel Taxes and Fees. You are responsible for payment of any passenger facility charges, air segment taxes, departure taxes, customs
        fees, baggage charges, security taxes or any other charges assessed by governmental entities or airline company as a result of travel under
        the Program, as well as any shipping, courier, fulfillment or certificate fees associated with the Program.
        11. Correspondence/Mailing. KeyBank shall not be responsible for any correspondence by you that is lost or delayed in the mail. All travel
        tickets, travel packages, merchandise and other rewards will be sent to your address on file at KeyBank or otherwise in accordance with your
        instructions. Merchandise shipments cannot be made to a post office box.
        12. Finality. All questions regarding accrual of rewards or the fulfillment of rewards shall be resolved by KeyBank, and its decision will be final.
        All questions or disputes regarding use of gift certificates/gift cards shall be resolved by the supplier or issuer of the gift certificate/gift card by
        contacting customer service department disclosed with the certificate/card.
        13. Release. Should KeyBank decide to terminate the Program, and the acceptance and use of the Program, Customer hereby
        releases, discharges, and holds harmless KeyBank, MasterCard International Incorporated, doing business as MasterCard
        Worldwide, and its affiliates and subsidiaries, (collectively, called "MasterCard"), and their respective subsidiaries, affiliates,
        employees, officers, directors, successors and assigns from all claims, damages or liability including but not limited to physical
        injury or death, arising out of participation in the Program.
        14. Limitation of Liability. Neither KeyBank, MasterCard nor any other entity associated with the Program shall have any liability arising
        from, or related to, such rewards of the Program, except as expressly stated herein. If you are denied a benefit of the Program to which you
        are entitled, liability of KeyBank and MasterCard shall be limited to your earned portion of the benefit. In no event shall KeyBank or
        MasterCard be liable to you for any indirect, incidental, consequential, special or punitive damages arising from this Program or performance
        of any obligations hereunder, or any other action or omission by it, even if such party is informed or is otherwise aware or should be aware of
        the possibility or likelihood of such damages. KeyBank makes no warranty and hereby disclaims any and all representations or warranties,
        express or implied, regarding any subject matter contemplated by these Program Rules, including any implied warranty of merchantability or
        fitness for a particular purpose or implied warranties arising from the course of dealing or course of performance.
        15. Third Parties. Suppliers of goods and services are independent contractors and are neither agents nor employees of KeyBank,
        MasterCard, or any of their affiliates; or any group, organization, or entity endorsing a credit or debit card program by us. We neither offer,
        endorse, nor guarantee any of the goods, services, information, or recommendations provided by third parties to you in connection with the
        Program.
        16. Intellectual Property. The KeyBank name, Key mark design and logo are registered trademarks of KeyCorp, an Ohio corporation.
        MasterCard and World MasterCard are registered trademarks of MasterCard International Incorporated and are used by us pursuant to a
        license. All other company, product, and service names may be trademarks or service marks of others and their use does not imply
        endorsement or an association with this Program.
        VII. Airline, Hotel, Car Rental & Travel Packages
        1. Travel Tool Terms of Use. Please review the complete rules and restrictions in the "Terms of Use" which govern your use of the Online
        Travel Booking Tool available at www.keybankrewards.com ("Travel Tool"). Use of the Travel Tool is subject to the Terms of Use and you
        must accept the Terms of Use before using the Travel Tool available on the website ("Website"). The Terms of Use are hereby incorporated
        by reference and made a part of the Program Rules. Customer agrees to be bound by the Terms of Use. Your use of the Travel Tool and
        www.keybankrewards.com for redemption of Rewards Points or purchase of travel components constitute your agreement to all terms,
        conditions, and notices. Please read these Terms of Use carefully before making any payment.
        2. As used in the Terms of Use, "Customer," "you" "your" or "I" shall mean the person, persons or entities in whose name the Rewards
        Account is carried on the books of KeyBank and shall include the masculine and feminine genders and the plural as well as the singular
        wherever the context so permits. "Travel Services" means the third party provider of travel services through the Travel Tool. "Trip Charges"
        means any travel-related fees or redemption associated charges appearing on monthly card statements. "Travel Supplier" means the provider
        of services from the airline, hotel chain, car rental company, activity provider and/or travel insurance agency.
        3. Agency Status and Liability. Travel Services acts only as agents for the passenger in regard to travel, whether by air, automobile, ship, or
        any other conveyance, and assume no liability for injury, damage, loss, accident, delay or irregularity, which may be caused due to defect in
        any vehicle, acts of God, war, riots, or for any company or person involved in conveying the passenger or in carrying out arrangements of the
        tour. Neither KeyBank nor Travel Services can accept any responsibility for losses or additional expenses due to delay or changes in
        schedules or other causes such as strikes. All such losses will be the responsibility of the passenger. The right is reserved to make minor
        adjustments in the itinerary. The right is reserved to cancel any trip prior to departure, in which case a full refund will constitute a full settlement
        of all liability. Neither KeyBank nor Travel Services is responsible for any lost or damaged luggage before, during or after travel. The issuance
        of vouchers or tickets shall be deemed to be consent to the above conditions. The airline concerned is not to be held liable for any act,
        omission, or event during the time passenger is not on board their craft. The services of any IATA or ARC carrier may be used in conjunction
        with these travel components. The passenger's tickets when issued shall constitute the sole contract between the airlines and the purchaser
        and/or passenger. All rates published in any venue are based on exchange rates and tariffs and are subject to change. All taxes, gratuities
        and porterage charges are subject to deletions, additions or changes without notice. These items are not covered under the control of Travel
        Services or KeyBank, since changes in government regulations and labor agreements cannot always be anticipated in advance. Neither
        KeyBank nor Travel Services is responsible for any changes initiated by the passenger after departure. Neither KeyBank nor Travel Services
        is responsible for errors and/or omissions. The responsibility and liability of Travel Services, or KeyBank, do not extend to any party for any
        loss or damage caused by errors or omissions as a result of negligence, accident or any other cause.
        4. Hyperlinks for Convenience Only. The Travel Tool may contain hyperlinks to web sites operated by parties other than KeyBank or Travel
        Services. Such hyperlinks are provided for your reference only. Neither Travel Services nor KeyBank controls such websites and neither is
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        eDAS Disclosure                                              Page 19 of 20
        responsible for their contents or your use of them. The inclusion of hyperlinks to such websites does not imply any endorsement by Travel
        Services or KeyBank of the material on such websites or any association with their operators.
        5. THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES PUBLISHED ON THE TRAVEL TOOL MAY INCLUDE INACCURACIES
        OR TYPOGRAPHICAL ERRORS. IN PARTICULAR, NEITHER CONNEXIONS LOYALTY TRAVEL SOLUTIONS NOR KEYBANK OR THEIR
        RESPECTIVE AFFILIATES GUARANTEE THE ACCURACY OF, AND DISCLAIM LIABILITY FOR INACCURACIES RELATING TO THE
        INFORMATION AND DESCRIPTION OF THE HOTEL, AIR, CRUISE, CAR AND OTHER TRAVEL PRODUCTS DISPLAYED ON THIS
        WEBSITE (INCLUDING, WITHOUT LIMITATION, PHOTOGRAPHS, LIST OF HOTEL AMENITIES, GENERAL PRODUCT DESCRIPTIONS,
        ETC.), MUCH OF WHICH INFORMATION IS PROVIDED BY THE RESPECTIVE SUPPLIERS. HOTEL RATINGS DISPLAYED ON THE
        TRAVEL TOOL ARE INTENDED AS ONLY GENERAL GUIDELINES, AND NEITHER KEYBANK NOR TRAVEL SERVICES OR THEIR
        RESPECTIVE AFFILIATES GUARANTEE THE ACCURACY OF THE RATINGS. CHANGES ARE PERIODICALLY ADDED TO THE
        INFORMATION HEREIN. TRAVEL SERVICES, ITS AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS MAY MAKE IMPROVEMENTS
        AND/OR CHANGES ON THE TRAVEL TOOL AT ANY TIME. NEITHER KEYBANK NOR TRAVEL SERVICES, THEIR RESPECTIVE
        AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS MAKE ANY REPRESENTATIONS ABOUT THE SUITABILITY OF THE
        INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON THE TRAVEL TOOL FOR ANY PURPOSE, AND THE
        INCLUSION OR OFFERING FOR SALE OF ANY PRODUCTS OR SERVICES ON THE TRAVEL TOOL DOES NOT CONSTITUTE ANY
        ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES BY KEYBANK OR TRAVEL SERVICES OR THEIR
        RESPECTIVE AFFILIATES. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT
        WARRANTY OF ANY KIND. KEYBANK, TRAVEL SERVICES, THEIR RESPECTIVE AFFILIATES, AND/OR THEIR RESPECTIVE
        SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE,
        PRODUCTS, AND SERVICES, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A
        PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. THE CARRIERS, HOTELS AND OTHER SUPPLIERS PROVIDING TRAVEL
        OR OTHER SERVICES FOR TRAVEL SERVICES ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF
        TRAVEL SERVICES OR KEYBANK, OR THEIR RESPECTIVE AFFILIATES. NEITHER KEYBANK NOR TRAVEL SERVICES, OR THEIR
        RESPECTIVE AFFILIATES, ARE LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR
        NEGLIGENCE OF ANY SUCH SUPPLIERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES
        OR EXPENSES RESULTING THEREFROM. KEYBANK, TRAVEL SERVICES, AND THEIR RESPECTIVE AFFILIATES HAVE NO LIABILITY
        AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR
        OTHER CAUSES BEYOND THEIR DIRECT CONTROL, AND THEY HAVE NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE,
        OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY. IN NO EVENT SHALL TRAVEL SERVICES,
        KEYBANK, AND THEIR RESPECTIVE AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT,
        PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE
        USE OF THE TRAVEL TOOL OR WWW.KEYBANKREWARDS.COM OR WITH THE DELAY OR INABILITY TO USE THE TRAVEL TOOL
        OR WWW.KEYBANKREWARDS.COM, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES OBTAINED THROUGH
        THE TRAVEL TOOL OR WWW.KEYBANKREWARDS.COM, OR OTHERWISE ARISING OUT OF THE USE OF THE TRAVEL TOOL OR
        WWW.KEYBANKREWARDS.COM, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF TRAVEL
        SERVICES OR KEYBANK, OR THEIR RESPECTIVE AFFILIATES, AND/OR THEIR RESPECTIVE SUPPLIERS HAVE BEEN ADVISED OF
        THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
        LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
        6. Indemnity. You agree to defend and indemnify TRAVEL SERVICES, KEYBANK, their respective affiliates, and/or their respective suppliers
        and any of their officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses,
        damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees,
        brought by:
        (I) you or on your behalf in excess of the liability described above; or (II) by third parties as a result of (a) your breach of these Program Rules,
        including, without limitation, the Terms of Use or the documents referenced herein; (b) your violation of any law or the rights of a third party; or
        (c) your use of the Travel Tool or www.keybankrewards.com.
        7. Prohibited Use. As a condition of your use of the Travel Tool and/or www.keybankrewards.com, you warrant that you will not use the
        Travel Tool or www.keybankrewards.com for any purpose that is unlawful or prohibited by these terms, conditions, and notices.
        8. Reservation of Rights. Each of Travel Services and KeyBank reserves the right to change the terms, conditions, and notices under which
        the Travel Tool and www.keybankrewards.com is offered.
        9. KeyBank is not responsible for products or services offered by other companies.
        VIII. Merchandise
        1. KeyBank may make substitutions of equal or greater value when necessary without notification.
        2. Merchandise rewards include applicable sales tax, shipping and handling within the 48 contiguous United States.
        3. Returns are only accepted for merchandise that is damaged, defective or shipped in error. The manufacturer's warranty applies to all
        merchandise rewards offered, but KeyBank shall have no responsibility or liability in connection with this warranty. Merchandise rewards
        shipments are your sole responsibility.
        4. Delivery of merchandise will be made by ground delivery service-signature required or first-class mail. Please allow four to six weeks from
        time of order.
        5. Any additional shipping costs, including international shipping costs, will be your responsibility and will be charged to the Enrolled Checking,
        unless you have no Enrolled Checking, in which case such costs will be charged to the Eligible Credit Card.
        IX. Gift Certificates/Gift Cards
        1. Gift certificates/gift cards have no value except when used in accordance with these Program Rules and applicable terms and conditions of
        participating suppliers or card issuers.
        2. Gift certificates/gift cards must be surrendered at redemption, are not refundable, exchangeable, unless required by applicable law. Gift
        certificates/gift cards cannot be used against Customer's outstanding credit account balances. Gift certificates/gift cards may not be resold.
        3. KeyBank may make substitutions of equal or greater value when necessary.
        4. KeyBank and participating suppliers are not responsible for replacing lost, stolen or expired gift certificates/gift cards.
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        eDAS Disclosure                                              Page 20 of 20
        5. Gift certificates/gift cards use is subject to the terms and conditions printed thereon.
        6. Gift certificates/gift cards are valid only at participating suppliers through the expiration date printed on the gift certificate/gift card.
        7. Delivery of gift certificate/gift card will be made by ground delivery service-signature required or first-class mail. Please allow three to four
        weeks from time of order.
        8. Gift certificates/gift cards may not be combined with any other promotional offers from KeyBank or participating suppliers.
        9 In the event the goods and services purchased are less than the face value of the gift certificate/gift card redeemed, the policy of the supplier
        will determine whether credit or gift certificate/gift card value for the difference will be given.
        10. Gift certificates/gift cards as rewards are void where prohibited by law.
        11. Customer must notify the KeyBank Rewards center within 60 days to report non receipt of gift certificate/gift card.
        12. Issuers of gift certificates/gift cards are solely responsible for compliance with any legal or regulatory requirements governing gift
        certificates/gift cards.
        X. Cash Back
        1. You may redeem Rewards Points for cash back to be applied to your Debit Card or your Eligible Credit Card (either option being referred to
        as "Cash Back"). If you choose to redeem Rewards Points for Cash Back you will need to select from the available options on the website
        which Debit Card or Eligible Credit Card the Cash Back will apply to and such selection will remain in effect until changed by you. KeyBank
        has sole discretion to determine which Debit Cards or Eligible Credit Cards will be available as a viable selection for the Cash Back feature.
        2. Cash Back is available only for accounts in good standing as determined by KeyBank in its sole discretion. Any Signer who has registered
        is eligible to choose Cash Back as a Rewards Points redemption option, subject to the restrictions set forth in this Section X.
        3. If you choose Cash Back to be applied to your Debit Card, then the Cash Back will be deposited to the Enrolled Checking Account attached
        to the Debit Card. Cash Back will post to the account you selected within 1-3 business days and will appear on your monthly checking account
        statement or your monthly credit card statement.
        4. It may take up to two (2) business days after enrollment for an account to be eligible as a selection option for the Cash Back feature.
        5. You will be responsible for taxes related to Cash Back, if any.
        6. You may only redeem Cash Back in increments set forth in the web site options available at the time of redemption.
        (ID {5EE9C880-4C36-4555-88E9-6F152B975BC1})
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