Cardmember Agreement for U.S. Bank National Association ND Visa® and
MasterCard® Classic, Gold and Platinum Accounts
This credit card program is issued and administered by U.S. Bank National Association ND. This information is accurate as of
December 31, 2011.
PLEASE NOTE that this information is provided for general information purposes only and is not specific to your Account. See the
Agreement that was provided for your Account and Card for more detailed information, including contact information.

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

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

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

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

Prime + 1.90% to Prime + 20.74%
(APR) 5.15% to 23.99%
(DPR) 0.014110% to 0.065726%

(APR) 5.99% to 15.99%
(DPR) 0.016411% to 0.043808%

Annual Percentage Rates for Balance Transfers

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

Prime + 1.90% to Prime + 20.74%
(APR) 5.15% to 23.99%
(DPR) 0.014110% to 0.065726%

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

(APR) 5.99% to 15.99%
(DPR) 0.016411% to 0.043808%

Annual Percentage Rates for Cash Advances

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

Prime + 15.99% to Prime + 21.99%
(APR) 19.24% to 25.24%
(DPR) 0.052712% to 0.069151%

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

(APR) 19.99% to 20.99%
(DPR) 0.054767% to 0.057507%

Minimum Interest Charge

Set Up and Maintenance Fees




Annual Fee
Travel Fee
Transaction Fees



Balance Transfer Advance Fee

 Convenience Check Advance Fee



Financial Institution Cash Advance
Fee

 Cash Equivalent Advance Fee

 Cash Advance Overdraft Protection

Fee

 Cash Advance ATM Fee

If you are charged interest, then the Minimum Interest
Charge will be no less than $2.00
NOTICE: Some of these set-up and maintenance fees will
be assessed before you begin using your Card and based
on your Credit Limit, your initial available credit will be less.

You may still reject this Account, provided that you have not
yet used it or paid a fee after receiving a billing statement.
If you do reject the Account, you are not responsible for
any fees or charges.
$0 to $80
$0 to $55 annually

Either $5 to $10 or 3% to 4% of the Transfer or Advance
amount, whichever is greater (maximum fee (No
Maximum)).
Either $5 to $10 or 3% to 4% of the Advance amount,
whichever is greater (maximum fee (No Maximum)).
Either $5 to $10 or 3% to 4% of the Advance amount,
whichever is greater (maximum fee (No Maximum)).
Either $10 to $20 or 4% to 5% of the Advance amount,
whichever is greater (maximum fee (No Maximum)).
NONE

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



Foreign Transaction Fee

Up to 3%

Account Fees

Late Fee

 Overlimit Fee
 Return Payment Fee
Phone Pay Fee

 Copy Fee
 Credit Limit Change Fee – Secured

Accounts

Up to $35
$0 to $35
Up to $35
$10
$3 to $5
$0 to $15

 Convenience Check Stop Pay Fee

$39

 Rush Card Fee

$15 to $30

P. O. Box 6352
Fargo, ND 58125

Cardmember Agreement

This is a cardmember agreement and disclosure statement (“Agreement”) between you and the Issuer containing the terms that will apply to your Credit Card Account
(“Account”) effective December 31, 2011.
In this Agreement, “you”, “your" and “Cardmember” means each individual accepting a solicitation or applying for the Account or
otherwise agreeing to be responsible for the Account. “We”, “us”, “our”, and “the Issuer” means U.S. Bank National Association ND, the issuer of the Card and your Account
creditor. Please read this Agreement carefully and keep it in a safe place to make the best use of the credit cards we issue with this Account (“Card”). The Agreement
becomes effective as soon as you or someone authorized by you uses the Card or Account, but no later than 30 calendar days after we issue and you fail to return the Card.
This web Agreement does not replace the Agreement that is provided with the Account and Card.

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

It is important that you read the entire Arbitration Provision section

ACCOUNT FEATURES AND YOUR USE OF THE ACCOUNT

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

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

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

travelers checks, cashier’s checks, money orders,

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

5. Convenience Checks: From time to time, we may supply Convenience Checks
for use by the person(s) or drawer named on those checks. “Convenience

Checks” are drafts that look like other checks, but are drawn on credit available
in your Account. Convenience Checks may not be offered for all Account types.
We will, in connection with any Convenience Check we provide, include Offer
Materials that will explain whether the Convenience Check will post and be
treated as an Advance or as a Balance Transfer. Convenience Checks must be
written in U.S. Dollars. We may return a Convenience Check unpaid if:
(a) the credit available under your Credit Limit is less than the Convenience
Check amount;
(b) the Account is in Default; or
(c) the Convenience Check is improperly endorsed or otherwise fails to conform
to our regularly accepted standards for check payment.
Convenience Checks may not be used to pay your Account or any obligation you
owe us or our affiliates.

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

7. Balance Transfers: We may permit you to transfer balances and obligations
that you owe other companies or financial institutions to your Account, subject to
the terms and conditions disclosed in the Offer Materials (“Balance Transfers”).
Balance Transfers will post
to your Account and be separately reflected on
monthly Account statements as a Balance Transfer, or, depending upon the
offer, may post to the Account and be treated as a Purchase or an Advance. We
will, in connection with any Balance Transfer offer we make, provide you with
materials that explain how the Balance Transfer will post to your Account and be
request Balance
reflected on monthly Account statements. You may not

Transfers on existing obligations you owe us or our affiliates. If you request a
Balance Transfer that would cause your Account to exceed its Credit Limit, we
may, at our option, (a) post
the entire Balance Transfer requested to your
Account and assess an Overlimit Fee; (b) post only a portion of the Balance
Transfer requested to your Account up to the amount of credit available under
the Balance
the Credit Limit; or (c) refuse to process the entire amount of
Transfer requested.

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

disclosed as either a "Financial
Institution Cash Advance" or an "Overdraft
Protection Advance” on your periodic statement, and will be subject to either a
Financial Institution Cash Advance fee or an Overdraft Protection Advance fee,
depending on how the Advance is processed. An Overdraft Protection Advance
will be made only once per day, and will be made in the amount determined by
institution (regardless of the specific overdraft amount). Please
your financial
verify the amount of
financial
the Overdraft Protection Advance with your
institution. We may cancel Overdraft Protection privileges under the Account,
even if the Account remains open for other purposes.

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

INTEREST CHARGES AND ACCOUNT FEES

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

In this Agreement, we have abbreviated the terms “daily
10. Interest Rate:
periodic rate” as DPR, “average daily balance” as ADB, and “ANNUAL
PERCENTAGE RATE” as APR.
(a) Standard Interest Rates- Rate for "Purchases" and "Balance Transfers": The
DPR for transactions posting as Purchases and Balance Transfers is equal to
1/365th of
"Advances": The DPR and
corresponding APR for transactions posting to the Account as Advances is equal
to 1/365th of its corresponding APR.

its corresponding APR. Rate for

(b) Your Variable APRs are calculated by adding a margin to the Index. Your
Variable DPR is equal to 1/365th of the corresponding APR. Your DPR and
corresponding APR may increase or decrease from time to time according to the
movements up or down of the Index, which is the Prime Rate published in the
"Money Rates" section of the Midwest Edition of The Wall Street Journal on the
last publication day before the date on which the billing cycle closed (in other
words, the "statement date"). Any variable rate adjustment based on an Index
change will be effective as of the first day of the current billing cycle, and will
apply to the new and outstanding Account balances and transactions subject to
that variable rate. We reserve the right to choose a comparable new index if The
Wall Street Journal ceases to publish a Prime Rate. The margin is the
percentage we add to the Index to calculate the APR. The current applied Index
value for your Account is 3.25%.

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

11. INTEREST CHARGE; Method of Computing Amount Subject to Interest: We
calculate the periodic rate or interest portion of the INTEREST CHARGE by
multiplying the applicable DPR by the ADB (including new transactions) of the
Purchase, Advance and Balance Transfer categories subject to interest, and then
adding together the resulting interest from each category. We determine the ADB
separately for the Purchases, Advances and Balance Transfer categories. To get
the ADB in each category, we add together
the daily balances in those
categories for the billing cycle and divide the result by the number of days in the
billing cycle. We determine the daily balances each day by taking the beginning
balance of those Account categories (including any billed but unpaid interest,
fees, credit insurance and other charges), adding any new interest, fees, and
charges, and subtracting any payments or credits applied against your Account
balances that day. We add a Purchase, Advance or Balance Transfer to the
appropriate balances for those categories on the later of the transaction date or
the first day of the statement period. Billed but unpaid interest on Purchases,
Advances and Balance Transfers is added to the appropriate balances for those

categories each month on the statement date. Billed but unpaid Advance
Transaction Fees are added to the Advance balance of your Account on the date

they are charged to your Account. Any billed but unpaid fees on Purchases,
credit insurance charges, and other charges are added to the Purchase balance
of the Account on the date they are charged to the Account. Billed but unpaid
fees on Balance Transfers are added to the Balance Transfer balance of the
Account on the date they are charged to the Account. In other words, billed and
unpaid interest, fees, and charges will be included in the ADB of your Account
that accrues interest and will reduce the amount of credit available to you. Credit
insurance charges are not included in the ADB calculation for Purchases until the
first day of the billing cycle following the date the credit insurance premium is
charged to the Account. Prior statement balances subject to an interest-free
period that have been paid on or before the payment due date in the current
billing cycle are not included in the ADB calculation. There may be a minimum
INTEREST CHARGE Fee in any billing cycle in which an INTEREST CHARGE is
due. As described above, this Agreement provides for the compounding of
interest on your Account.

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

In order

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

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

14. Account Fees:

(a) We may add a Promotional Discount Transaction Fee INTEREST
CHARGE for each Promotional Discount you receive during the billing
cycle, as outlined in any Offer Materials
(b) Annual Membership Fee. Each year, the Account may be subject to
your payment
in advance of an Annual Membership Fee INTEREST
CHARGE which will compensate us for maintaining and servicing the
Account for the following year. This fee will be charged to the Purchase
balance of your Account.

(c) We may add a Late Payment Fee to the Purchase balance of the
Account if your Minimum Payment is not received by the Payment Due
Date shown on the monthly Account statement.
(d) You can request that we cover overlimit transactions by opting in as
instructed below.
If you opt in and we permit you to go over your Credit
Limit, we will add an Overlimit Fee to the Purchase balance of the Account
if you exceed your Credit Limit. You will only pay one fee per billing cycle,
even if you go over your Credit Limit multiple times in the same cycle. You
may also revoke your decision to opt in for future transactions at any time.

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

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

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

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

IMPORTANT INFORMATION ABOUT USING YOUR ACCOUNT

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

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

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

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

of the balance amount over your Credit Limit. If the resulting Minimum Payment
is greater than $30.00, the total is then rounded to the next highest dollar not to
exceed your New Balance. Any Minimum Payment or additional amount you pay

each month will not prepay any future Minimum Payments required, or change
your obligation to make at least a Minimum Payment by the Payment Due Date.

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

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

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

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

23. Lost or Stolen Card or Other Information: You must notify us immediately by
telephone or in writing if your Card, Convenience Checks, or PIN is lost or stolen
or there is possible unauthorized use of your Card, Account, or PIN. You will not
be liable for unauthorized use of your Account.
If this happens, we will ask you
and all other persons given Account access to return all Cards and unused
Convenience Checks to us. In addition, we have the right to close your Account
and open a new Account. If we do so, new Cards will be issued.
If requested, we
may issue a new PIN and new Convenience Checks for your new Account.
24. Using Your Card for International Transactions:
Visa: You may use your Card for retail Purchases at foreign merchants and for
cash withdrawals from foreign ATMs. Some merchant and ATM transactions,
even if you and/or the merchant or ATM are located in the United States, are
considered foreign transactions under the applicable rules, in which case we will
add the Foreign Transaction Fee INTEREST CHARGE described in the
addendum to those transactions. We do not control how these merchants, ATMs,
and transactions are classified for this purpose. The exchange rate in effect when
the transaction is processed may differ from the rate in effect on the date of the
transaction or the date of the posting of the transaction to your Account.

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

your transaction over the Visa or PLUS System network using such network's
respective currency conversion rules then in effect (as explained above).

MasterCard: You may use your Card for retail Purchases at foreign merchants
and for cash withdrawals from foreign ATMs that bear either the PLUS System or
the MasterCard logo. Some merchant and ATM transactions, even if you and/or
the merchant or ATM are located in the United States, are considered foreign
transactions under the applicable MasterCard rules, in which case we will add
the Foreign Transaction Fee INTEREST CHARGE described in this section to
those transactions. We do not control how these merchants, ATMs, and
transactions are classified for this purpose. The currency conversion rate in
effect on the processing date may differ from the rate that would have been used
on the date of the transaction or the date of the posting of the transaction to your
Account.

Incorporated will convert

If you effect a transaction at a merchant or an ATM that bears the MasterCard
logo (and no PLUS System logo) with your MasterCard Card in a currency other
than U.S. Dollars, MasterCard International
the
transaction into a U.S. Dollar amount using its currency conversion procedure,
which is disclosed to institutions that issue MasterCard cards. Currently, the
currency conversion rate used by MasterCard International to determine the
in U.S. Dollars for such transactions is
foreign currency transaction amount
generally either a government mandated rate or a wholesale rate determined by
MasterCard International for the processing cycle in which the transaction is
processed.
If your foreign transaction is in foreign currency prior to being
processed by MasterCard, we will add a Foreign Transaction Fee INTEREST
CHARGE of up to 3.00% of the Purchase transaction or up to 3.00% of the ATM
transaction. If your foreign transaction is in or converted to U.S. Dollars prior to
being processed by MasterCard, we will add a Foreign Transaction Fee
INTEREST CHARGE of up to 3.00% of the Purchase transaction or up to 3.00%
of the ATM transaction.

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

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

YOUR LEGAL RESPONSIBILITY IN THIS AGREEMENT

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

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

in Full:

If you want

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

in Full” that you sent

to collect any remaining amount you owe us under the terms of your

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

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

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

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

OUR LEGAL RIGHT TO CHANGE OR CANCEL THIS AGREEMENT

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

31. Changes to your Account: Account and Agreement terms are not guaranteed
for any period of time; we may change the terms of your Agreement, including
APRs and fees,
in accordance with applicable law and the terms of your
Agreement. Your transactional experience with us may also cause a change,
including an increase in the margin that is added to the Index, an increase in
fees, or a decrease in the Credit Limit. Factors considered in determining the
increased rate or Credit Limit decrease may include your general credit profile,
existence, seriousness and timing of the defaults under any agreement that you
have with us, and other indications of the Account usage and performance. We
will give you the written notice of any such change in the manner required by law.
Any Agreement changes to APRs and fees will apply to all new Account
balances you owe under your Account as of the effective date indicated in the
notice or otherwise permitted by applicable law. All other Agreement changes
will apply to all new and outstanding Account balances you owe under your
Account as of the effective date indicated in the notice or otherwise permitted by
applicable law. If you do not want to accept the changes, you must provide us
with written notice at the address contained in the change in terms notice no later
than 25 days after the effective date of the change. In this case, we will close
your Account and permit you to pay off the outstanding Account balances in full
at
time or under the terms of your existing Agreement. You will have
accepted any proposed change if your Account is used after the effective date of
the changed terms, even if 25 days has not elapsed after any such effective date.

that

32. Cancellation of Your Account: We may cancel your Account or suspend your
ability to obtain Account credit immediately, without notice, if your Account is in
Default. Even if you are not in Default, we may cancel your Account by providing
notice to you. You may cancel your Account by notifying us by telephone or in
If you have a secured Account, your termination request must be made
writing.
in writing.
If this is a joint Account, we will honor a request by either of you to
cancel the Account. After the Account is cancelled, you will not be able to obtain
additional Account credit, except that, (a) the Account may continue to receive
recurring charges for items and services until you contact and cancel delivery
(b) under certain
with the company providing the item or service, or
circumstances if you use your Account for a transaction, the transaction may be
posted to your Account. After your Account is cancelled, all amounts outstanding
on your Account will be due and payable without notice or demand from us. You
must cut all Cards and Convenience Checks in half and return them to us.
If you
do not pay the amount you owe under this Agreement, you will be liable for our
collection costs including our reasonable attorney fees and expenses of legal
actions, to the extent permitted by applicable law.

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

THE ISSUER’S LEGAL RIGHTS AND OBLIGATIONS

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

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

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

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

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

39. Telephone Monitoring: From time to time, we may monitor telephone calls
you make to us or our agents.

If a court of competent

40. Severability:
this
Agreement illegal or unenforceable, the remaining portions of the Agreement will
remain in effect as written after any such illegal or unenforceable portion is
amended in conformance with applicable law or, if necessary, voided.

jurisdiction finds any part of

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

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

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

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

(b) The party commencing the arbitration may select to use either JAMS or
the American Arbitration Association ("AAA")
these
then a comparable substitute
arbitration organizations will serve,
arbitration organization agreed upon by the parties or, if the parties cannot
If JAMS is selected,
agree, chosen by a court of competent jurisdiction).

if neither of

(or,

the arbitration will be handled according to its Streamlined Arbitration
in which case its
Rules unless the Claim is for $250,000 or more,
Comprehensive Arbitration Rules shall apply.
If the AAA is selected, the
arbitration will be handled according to its Commercial Arbitration Rules.
You may obtain rules and forms for JAMS by contacting JAMS at 1-800-
352-5267 or www.jamsadr.com and for the AAA by contacting the AAA at 1-
800-778-7879 or www.adr.org. Any arbitration hearing that you attend will
take place in the federal judicial district where you reside. At your request,
we will advance your filing and hearing fees for any Claim you may file
against us. If you prevail on your Claim, we will pay your arbitration costs
and fees, other than attorney, expert and witness fees and expenses. We
will also pay any fees or expenses that applicable law requires us to pay.
The arbitrator shall apply applicable substantive law consistent with the
Federal Arbitration Act, 9 U.S.C. §§ 1 through 16, including but not limited
to applicable statutes of limitation, and shall honor claims of privilege

recognized at law. Judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction.

(c) This Arbitration Provision shall survive repayment of your extension of
credit and termination of your Account. This Arbitration Provision shall be
governed by federal law, including the Federal Arbitration Act, and by North
Dakota law, without regard to its internal conflict of law principles, to the
extent such state law does not conflict with federal law or this Arbitration
Provision. Notwithstanding any language of this Agreement to the contrary,
should any portion of
this Arbitration Provision be held invalid or
unenforceable by a court or other body of competent jurisdiction, this
entire Arbitration Provision shall be automatically terminated and all other
provisions of this Agreement shall remain in full force and effect.

YOUR BILLING RIGHTS

Keep this document for future use. This notice tells you about your rights and
our responsibilities under the Fair Credit Billing Act.

What to Do If You Find a Mistake on Your Statement:
If you think there is an error on your statement, call or write to us.

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

If you think there is an error on your bill,
describe what you believe is wrong and why you believe it is a mistake.

You must contact us:
 Within 60 days after the error appeared on your statement.
 At least 3 business days before an automated payment is scheduled, if

you want to stop payment on the amount you think is wrong.

2.

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

Within 30 days of receiving your letter or call, we must tell you that we
received your letter. We will also tell you if we have already corrected the
error.
Within 90 days of receiving your letter or call, we must either correct the
error or explain to you why we believe the bill
is correct. While we
investigate whether or not there has been an error:


We cannot try to collect the amount in question, or report you as
delinquent on that amount.
The charge in question may remain on your statement, and we may
continue to charge you interest on that amount.
While you do not have to pay the amount 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 will have to pay the amount
in question, along with applicable interest and fees. We will send you a
statement of the amount you owe and the date payment is due. We may



then report you as delinquent if you do not pay the amount we think you
If you receive our explanation but still believe your bill is wrong, you
owe.
If you
must write to us within 10 days telling us that you still refuse to pay.
do so, we cannot report you as delinquent without also reporting that you
are questioning your bill. We must tell you the name of anyone to whom
we reported you as delinquent, and we must let those organizations know
when the matter has been settled between us.

If we do not follow all of the rules above, you do not have to pay the first $50 of
the amount you question even if your bill is correct.

Your Rights If You Are Dissatisfied With Your Credit Card Purchases:
If you are dissatisfied with the goods or services that you have purchased with
your Card, and you have tried in good faith to correct the problem with the
merchant, you may have the right not to pay the remaining amount due on the
purchase. To use this right, all of the following must be true:

1.

2.

The purchase must have been made in your home state or within 100
miles of your current mailing address, and the purchase price must have
these are necessary if your
been more than $50. (Note: Neither of
purchase was based on an advertisement we mailed to you, or if we own
the company that sold you the goods or services.)

You must have used your credit card for the purchase. Purchases made
with cash advances from an ATM or with a check that accesses your credit
card Account do not qualify.

You must not yet have fully paid for the purchase.

3.
If all of the criteria above are met and you are still dissatisfied with the purchase,
contact us in writing. While we investigate, the same rules apply to the disputed
amount as discussed above. After we finish our investigation, we will tell you our
decision. At that point, if we think you owe an amount and you do not pay, we
may report you as delinquent.

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

03-USB