IF YOU ARE TRANSFERRING A BALANCE TODAY

1. Parties In this Agreement "you" or "your" means Cardholder; "we," "us" or "our" means Fleet Bank (RI), National Association, located in Rhode Island; "Card" means MasterCard or VISA card(s); "Account" means MasterCard or VISA account.

2. Agreement to Terms In accordance with your request, we have opened an Account for you. Your signature on the application, your retention of the Card, and/or your use of the Account in any way means you agree to the terms of this Agreement and the provisions on the Card itself. This Agreement governs your Account and use of the Card we have issued to you. You must sign the back of the Card before you use it. We will pay member merchants for goods and services you obtain by use of the Card and make other loans to you on terms explained later in this Agreement. You authorize us to charge your Account for all such amounts, and for any other amounts advanced to third parties on your behalf. This includes, without limitation, any amounts we advance on your behalf as a result of use of any Card-related services offered by MasterCard International or VISA U.S.A., Inc. You agree that you will not use or allow use of your Card or Account for any illegal transaction or purpose.

3. Applicable Law - This Agreement and your Account are governed by Rhode Island law, subject to applicable provisions of Federal law.

4. Consumer Loans You agree that all credit extended under your Account shall be used only for personal, family, household and/or charitable purposes and not for any business or commercial purpose.

5. Monthly Statement We will send to you a monthly statement at least 14 days before the closing date of your next monthly billing cycle. Purchases, Cash Advances, adjustments and payments made since the last billing cycle closing date will be shown on this statement. You will pay us the full balance owed by the payment due date shown on your monthly statement, or pay in installments. If you pay in installments, you must pay the minimum payment described in Paragraph 8.

6. Total Credit Limit This Account is designed to give you a specific Total Credit Limit, which is reflected on the Card carrier accompanying your Card, and also on your monthly statements. You agree that we may change this limit at any time, and we will notify you of any such change that is not temporary. You agree not to permit your unpaid balance to exceed your Total Credit Limit. You understand that if you request an advance or charge against your Account which exceeds this limit, we may charge an overlimit charge as described in Paragraph 16. We may, however, at our option, grant any such advance or charge, and if we do, you agree to pay any amount in excess of your Total Credit Limit immediately without notice or demand from us. You also understand and agree that the Cash Advance Credit Limit reflected on your Card carrier and monthly statements, discussed in Paragraph 12 of this Agreement, is a portion of your Total Credit Limit.

7. Payments You promise to pay all amounts due on your Account. If your Account is a joint account, you and your joint account holder each promise to pay and are jointly and individually responsible for all amounts due on the Account. We may also issue additional Cards to other persons you authorize to use your Account if you ask us to do so. However, you and any joint account holder are responsible for all charges made by any person(s) authorized to use your Account. You understand and agree that arrangements made among Cardholders, court orders and other events do not alter or affect your responsibility to make payments to us. You understand that you may pay all or any part of the balance on your Account at any time. You must, however, pay an amount not less than the minimum payment due for each month you have an outstanding balance. You must pay us directly and we must receive this payment and the remittance stub on or before the payment due date, in accordance with statement instructions, in order for your Account to be credited by the due date. Payments will continue to be credited to your Account as indicated in this Agreement, however, if you pay by check, the amount of your payment may not be applied to your available credit line for such period of time as we reasonably determine is necessary to ensure that your check is honored. All payments shall be made at the address indicated on the monthly statement and shall be made in U.S. dollars by a check drawn on or a money order issued by a U.S. financial institution, naming us as payee. You must not send cash. You agree to pay for any charges you incur in a foreign currency, which will be converted to U.S. dollars on a date that may be later than the transaction date and may be subject to an interchange conversion fee. In accordance with applicable law, we will choose the order in which any payment will be applied to your indebtedness to us at the time the payment is made.

8. Minimum Payment Your Minimum Payment, due by the date shown on your monthly statement, will be either $10 or an amount determined in the manner set forth below, whichever is greater, unless the New Balance shown on your statement is less than $10, in which case the New Balance is due in full:

(a) Take the New Balance as shown on your statement;

(b) Subtract any late and overlimit amounts;

(c) Multiply this amount by 2 percent (.02); and

(d) Add back any late and overlimit amounts, rounding down the result to the nearest dollar.

9. FINANCE CHARGE You agree to pay the FINANCE CHARGE on your Account.

(a) No periodic FINANCE CHARGE is imposed on Purchases which first appear on your current billing statement when the Previous Balance shown on that statement is zero (or a credit balance) or when payments and credits shown equal or exceed the Previous Balance; provided, however, that any balance transferred to your Account is excepted from this subparagraph (a).

(b) Otherwise, a periodic FINANCE CHARGE is imposed on Purchases (inclusive of balance transfers), Cash Advances, and Drafts from the later of the transaction date or the first day of the billing cycle during which the transaction posts, until payment in full is received.

We figure your FINANCE CHARGE by:
(a) First determining the Average Daily Balances in your Account. These Average Daily Balances are:
(1) The Average Daily Balance of Purchases. We figure a FINANCE CHARGE for Purchases on the "average daily balance" of Purchases. To get this balance we take the beginning balance of Purchases on your Account for each day of the billing cycle, add any new Purchases, applicable unpaid FINANCE CHARGE from the prior billing cycle and from application of the Daily Periodic Rate to each day's ending balance, and late, overlimit, returned draft, returned check, stopped draft, and credit insurance or debt cancellation charges, and subtract any applicable portions of payments and credits. This gives us the daily balance. Then we add up all the daily balances for the billing cycle and divide the total by the number of days in the billing cycle. This gives us the Average Daily Balance of Purchases.

(2) The Average Daily Balance of Cash Advances and Drafts. We figure a portion of the FINANCE CHARGE for Cash Advances and Drafts on the "average daily balance" of Cash Advances and Drafts. To get this balance, we take the beginning balance of Cash Advances and Drafts on your Account for each day of the billing cycle, add any new Cash Advances and Drafts and applicable unpaid FINANCE CHARGE from the prior billing cycle and from application of the Daily Periodic Rate to each day's ending balance, and subtract any applicable portions of payments and credits. This gives us the daily balance. Then we add up all the daily balances for the billing cycle and divide the total by the number of days in the billing cycle. This gives us the Average Daily Balance of Cash Advances and Drafts.

(b) Multiplying your Average Daily Balances by the applicable Daily Periodic Rate(s).

(c) Multiplying the products identified in subparagraph (b) above by the number of days in the billing cycle.

(d) Adding the products identified in subparagraph (c) above to arrive at your periodic FINANCE CHARGE.

(e) Adding any fees referred to in the paragraph titled "Other Fees."

10. ANNUAL PERCENTAGE RATE

(a) You agree that for Balance Transfers which post in any billing cycle closing during the six month introductory period, commencing on the date your Account is opened, the Daily Periodic Rate used in figuring the FINANCE CHARGE will be .00819% (2.99% ANNUAL PERCENTAGE RATE) provided, however, that any purchases to your Account are excepted from this subparagraph (a). This means that your ANNUAL PERCENTAGE RATE will be 2.99% until the first day of your billing cycle that includes the six (6) month anniversary of the opening of your Account. (In the absence of this introductory rate, your Daily Periodic Rate for Balance Transfers on November 15, 2000 would have been .04107% (14.99% ANNUAL PERCENTAGE RATE).

(b) You agree that for Balance Transfers which post or are outstanding in any billing cycle closing upon or after expiration of the six month introductory period, (that is, for Balance Transfers posted or outstanding on or after the first day of your billing cycle that includes the six (6) month anniversary of the opening of your Account) and for purchases, the Daily Periodic Rate (and corresponding ANNUAL PERCENTAGE RATE) used in figuring the FINANCE CHARGE will be .04107% (14.99% ANNUAL PERCENTAGE RATE).

(c) You agree that for all Cash Advances, the Daily Periodic Rate (and corresponding ANNUAL PERCENTAGE RATE) used in figuring the FINANCE CHARGE will be variable rates. Such Daily Periodic Rate shall be 1/365th of the higher of either:



(1) 19.80% ANNUAL PERCENTAGE RATE (which corresponds to a Daily Periodic Rate of .05425%), or

(2) a 13.141% spread above the three months London Interbank Offered Rate ("LIBOR") published in The Wall Street Journal on the dates indicated in the last paragraph of this Paragraph 10. The Daily Periodic Rate for Cash Advances on November 15, 2000 is .05425% (19.80% ANNUAL PERCENTAGE RATE).

(d) Notwithstanding subparagraphs (a), (b), and (c) above, you agree that if:


(1) you fail to make any payment when due,

(2) you exceed your credit limit, make a payment on your Account which fails to clear and is returned unsatisfied, otherwise default on this or any other account with us, or

(3) your Account is closed, by you or by us,

we may immediately convert the Daily Periodic Rate(s) (including any introductory, promotional, or other rate) on all existing and future balances of Purchases and Cash Advances to a variable rate equal to 1/365th of the higher of either

(a) 24.99% ANNUAL PERCENTAGE RATE (which corresponds to a Daily Periodic Rate of .06847%), or

(b) up to a 18.331% spread above LIBOR as published in The Wall Street Journal on the dates indicated in the last paragraph of this Paragraph 10.

If the highest rate described in this subparagraph (d) were in effect on November 15, 2000, the Daily Periodic Rate for Purchases and Cash Advances would be .06847% (24.99% ANNUAL PERCENTAGE RATE). If any rates on your Account convert for the reasons described in subparagraph (d)(1) or (d)(2) above, your Account may again become eligible for lower rates after the reason(s) for the rates being converted has remained cured for at least six consecutive months.

If any rates on your Account convert for the reasons described in subparagraph (d)(1) or (d)(2) above, your Account may again become eligible for lower rates after the reason(s) for the rates being converted has remained cured for at least six consecutive months.



If any rates on your Account convert for the reason described in subparagraph (d)(3) above, the ANNUAL PERCENTAGE RATE in this subparagraph (d) will apply to your closed Account until all unpaid balances have been repaid in full. We are under no obligation to reopen your Account once it has been closed.

11. Minimum FINANCE CHARGE There is a minimum FINANCE CHARGE of 50¢ for any billing cycle in which the FINANCE CHARGE otherwise due on Purchases would be less than 50¢.

12. Cash Advances The total amount of Cash Advances, (including Drafts, if available, withdrawals from ATMs, originations from the Card itself, and cash-like transactions, including but not limited to wire transfers, money orders, lottery tickets, and casino gaming chips) you can receive at any time is shown on your Card carrier and monthly statements and is designated as your "Cash Advance Credit Limit." You agree not to permit your unpaid Cash Advance balance to exceed this limit. If you currently exceed, or once you reach this limit, you will not be eligible for additional Cash Advances until your unpaid Cash Advance balance is below this limit. At that time, you may access the amount of the difference between your unpaid Cash Advance balance and your Cash Advance Credit Limit. You agree that we may change your Cash Advance Credit Limit at any time, and we will notify you of any such change.

13. Use of Drafts We may issue Drafts for use with your Account and, if any are issued, the amount of each Draft we pay will be charged to your Account as a Cash Advance. Each Draft must be for $100 or more and in the form we send to you. There is no charge for the cost of supplying you the Drafts, but you agree to pay the fees referred to in Paragraph 14, below. Drafts may be used only by a Cardholder and must be completed and signed in the same way as a regular personal check. You may use the Drafts issued the way you use regular checks; however, you cannot use a Draft or your Account to pay any amount owed under this Agreement or under any affiliated creditor agreement. We will pay each Draft you use except that you will not write a Draft, and we do not have to pay any Draft, under the following circumstances:

(a) If payment of the Draft would cause your outstanding Cash Advance balance to exceed your Cash Advance Credit Limit

(b) If you are in default under this Agreement.

(c) If your right to use Drafts is cancelled or suspended.

14. Other Fees Fees You understand that we have the right to charge and collect the following FINANCE CHARGE fees, if applicable:

Cash Advance Fee: For each Cash Advance transaction, including but not limited to each Draft presented to us for payment and each Cash Advance obtained through a financial institution or ATM, we will assess and you agree to pay a Cash Advance fee equal to 4% of the amount of the advance, but not less than $5.00.

15. Annual Fee No annual membership fee applies to your Account.

16. Late, Overlimit, and Returned Check Charges In addition to our rights under Paragraph 18 below, you understand that we have the right to charge and collect the following, if applicable:

Late Charge: You agree that a late charge of $35 will be due and payable and added to the balance on your Account if you do not make a payment on your Account equal to or greater than the Minimum Payment on or before the payment due date.

Overlimit Charge: You agree that in addition to paying any excess upon demand or as otherwise provided herein, an overlimit charge of $29 will be due and payable and added to the balance on your Account during any billing cycle in which you exceed your Total Credit Limit.

Returned Check Charges: You agree to pay $29 for each check or draft issued by you as a payment on your Account which fails to clear and is returned unsatisfied. We may post this charge to your Account each time a payment check or draft you issue is dishonored, even if we re-present your check or draft, and even if such is paid upon the re-presentment.

17. Research Charges If you request copies of monthly statements, Draft checks or other documents related to your Account, we may charge you a research charge in connection with this service. However, we will not assess this charge if your request is based upon a billing error and you follow the procedures discussed in the billing rights section of this Agreement.

18. Default You will be in default if you fail to make any payment when due, exceed your credit limit under any account, die, file or otherwise become subject to any bankruptcy or insolvency proceedings, or do not comply with any of the terms governing any account with us. If you default, we may, at our option, declare any amounts you owe under any or all accounts to be immediately due and payable. Also, we may revoke the privileges attaching to any or all Card(s), cancel the Card(s) and terminate this Agreement as to future Purchases and Cash Advances. Subject to applicable provisions of law and unless you reside in Wisconsin, you agree to pay the reasonable costs for collecting amounts due including reasonable attorneys' fees and court costs.

If credit extended under this Agreement is used for other than personal, family, household or charitable purposes, all amounts owing shall become immediately due and payable. Also, your Card shall be revoked and this Agreement shall be terminated as provided in this paragraph.

19. Irregular Payments You agree that we may accept partial payments of amounts due or late payments without losing any of our rights under this Agreement. You also agree that we may accept checks and money orders marked "payment in full" or bearing any other restrictive endorsements without accepting any such conditions or losing any of our rights under this Agreement.

20. Insurance If you become insured under a credit insurance plan which we make available, a Certificate of Insurance will be issued to you. You agree that your Account may be charged the applicable monthly premium. The charge will be computed on the New Balance and shown as a Purchase on your statement each month. Should you fail to make a payment on an Account for 2 or more consecutive billing cycles, your insurance may be cancelled. You understand that the purchase of credit insurance is voluntary and is not required for the extension of credit.

21. Credit Balances Any credit balance outstanding on your Account will be applied to any subsequent amounts due. We will refund credit balances of more than $1.00 which are outstanding on your Account either upon your request or automatically if outstanding for more than six months.

22. Disputes You agree to accept monthly statements we mail you as being correct unless you notify us in writing of any alleged errors within the time period prescribed by law. Your rights to dispute billing errors are set forth in this Agreement. Even though an amount is in dispute, you understand that you must pay the required minimum payment that is due less that portion attributable to the disputed amount.

23. Failure to Honor Card We are not responsible if anyone refuses to honor the Card. If there is a problem with merchandise or services obtained with the Card, you may have the right not to pay the remaining amount due on them. An explanation of your rights is stated below. We will have no responsibility for merchandise or services purchased with the Card unless required by law.

24. Change In Terms We have the right to change any of the terms of this Agreement, including but not limited to rates and fees, at any time. You will be given notice of a change as required by applicable law. Any change in terms governs your Account as of the effective date, and will, as permitted by law and at our option, apply both to transactions made on or after such date and to any outstanding Account balance.

25. Renewal, Revocation and Termination Cards are issued with an expiration date. We have the right, without prior notice, to close or suspend your Account, or to decline to renew your Card, for any reason. This includes using your Account in a manner not economically or otherwise acceptable to us. We also reserve the right to close your Account if you move from our service area. Even though your Card is suspended or terminated, you agree that your obligations and our rights under this Agreement will remain in effect until all balances on your Account incurred before or after suspension or termination are paid in full.

26. Security All credit extended to you under this Agreement shall be unsecured.

27. Transfer of Rights We may transfer your Account, all or any part of your Account balance, and/or our rights under this Agreement to another person or entity at any time without prior notice to you. Your rights under this Agreement cannot be transferred by operation of law or otherwise, but obligations shall be binding upon your estate or personal representatives.

28. Notices Notices to us shall be effective when received by us at the address indicated for receipt of payments on any billing statement mailed to you within the preceding 60 days. Notices to you, if mailed, shall be deemed given when mailed to you at the address given on the application or authorization form or to such other address you have given us by notice. Notice of change of address shall be given to us at least 10 days prior to the change.

29. Unauthorized Use Notice to Us Though you may not be liable for the unauthorized use of your Card, you will immediately notify us of the loss, theft or possible unauthorized use as soon as it is known to you in order to limit any potential loss. You will telephone us at 1 (800) 492-2500 to report any such occurrence.

30. Credit Reporting, Information Exchange You authorize us and/or others acting on our behalf to obtain reports from credit bureaus in connection with your Account, including for extensions of credit, reviews, and collection of amounts owed on your Account. You also agree that we may furnish information about you and your Account to credit bureaus and others who are permitted by law to receive it. Notice: If you believe that information we reported to a credit bureau about your account is inaccurate, please notify us in writing at: Customer Service, P.O. Box 15595, Wilmington, DE 19850-5595. California residents: You may contact us at the number in the preceding paragraph if you do not wish to receive offers for valuable discounts and unique products from third party vendors.

31. Miscellaneous We can waive or delay enforcing our rights under this Agreement without losing them. We reserve the right to limit your balance transfer usage. If any provision of this Agreement is unenforceable, this will not make any other provision unenforceable.

YOUR BILLING RIGHTS - KEEP THIS NOTICE FOR FUTURE USE

This notice contains important information about your rights and our responsibilities under the Fair Credit Billing Act.

NOTIFY US IN CASE OF ERRORS OR QUESTIONS ABOUT YOUR BILL

If you think your bill is wrong, or if you need more information about a transaction on your bill, write us on a separate sheet at:

Fleet Bank (RI), National Association
P.O. Box 15480
Wilmington, DE 19850-5480

Write to us as soon as possible. We must hear from you no later than 60 days after we sent you the first bill on which the error or problem appeared.
You can telephone us, but doing so will not preserve your rights.
In your letter, give us the following information:

• Your name and account number
• The dollar amount of the suspected error
• Describe the error and explain, if you can, why you believe there is an error. If you need more information, describe the item you are not sure about.

If you have authorized us to pay your credit card bill automatically from your savings or checking account, you can stop the payment on any amount you think is wrong. To stop the payment your letter must reach us three business days before the automatic payment is scheduled to occur.

YOUR RIGHTS AND OUR RESPONSIBILITIES AFTER WE RECEIVE YOUR WRITTEN NOTICE

We must acknowledge your letter within 30 days, unless we have corrected the error by then. Within 90 days, we must either correct the error or explain why we believe the bill was correct.

After we receive your letter, we cannot try to collect any amount you question, or report you as delinquent. We can continue to bill you for the amount you question, including FINANCE CHARGEs, and we can apply any unpaid amount against your credit limit. You do not have to pay any questioned amount while we are investigating, but you are still obligated to pay parts of your bill that are not in question.

If we find that we made a mistake on your bill, you will not have to pay any FINANCE CHARGEs related to any questioned amount. If we didn't make a mistake, you may have to pay FINANCE CHARGEs and you will have to make up any missed payments on the questioned amount. In either case, we will send you a statement of the amount you owe and the date that it is due.

If you fail to pay the amount that we think you owe, we may report you as delinquent. However, if our explanation does not satisfy you and you write to us within ten days telling us that you still refuse to pay, we must tell anyone we report you to that you have a question about your bill. And, we must tell you the name of anyone we reported you to. We must tell anyone we report you to that the matter has been settled between us when it finally is.

If we don't follow these rules, we can't collect the first $50 of the questioned amount, even if your bill was correct.

SPECIAL RULE FOR CREDIT CARD PURCHASES

If you have a problem with the quality of property or services that you purchased with a 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 property or services. There are certain limitations on this right, including:

(a) You must have made the purchase in your home state, or if not within your home state, within 100 miles of your current mailing address and

(b) The purchase price must have been more than $50.

These limitations do not apply if we own or operate the merchant or if we mailed you the advertisement for the property or services.

IF YOU ARE NOT TRANSFERRING A BALANCE TODAY

1. Parties In this Agreement , "you" or "your" means Cardholder; "we," "us" or "our" means Fleet Bank (RI), National Association, located in Rhode Island; "Card" means MasterCard or VISA card(s); "Account" means MasterCard or VISA account.

2. Agreement to Terms In accordance with your request, we have opened an Account for you. Your signature on the application, your retention of the Card, and/or your use of the Account in any way means you agree to the terms of this Agreement and the provisions on the Card itself. This Agreement governs your Account and use of the Card we have issued to you. You must sign the back of the Card before you use it. We will pay member merchants for goods and services you obtain by use of the Card and make other loans to you on terms explained later in this Agreement. You authorize us to charge your Account for all such amounts, and for any other amounts advanced to third parties on your behalf. This includes, without limitation, any amounts we advance on your behalf as a result of use of any Card-related services offered by MasterCard International or VISA U.S.A., Inc. You agree that you will not use or allow use of your card or Account for any illegal transaction or purpose.

3. Applicable Law - This Agreement and your Account are governed by Rhode Island law, subject to applicable provisions of Federal law.

4. Consumer Loans You agree that all credit extended under your Account shall be used only for personal, family, household and/or charitable purposes and not for any business or commercial purpose.

5. Monthly Statement We will send to you a monthly statement at least 14 days before the closing date of your next monthly billing cycle. Purchases, Cash Advances, adjustments and payments made since the last billing cycle closing date will be shown on this statement. You will pay us the full balance owed by the payment due date shown on your monthly statement, or pay in installments. If you pay in installments, you must pay the minimum payment described in Paragraph 8.

6. Total Credit Limit This Account is designed to give you a specific Total Credit Limit, which is reflected on the Card carrier accompanying your Card, and also on your monthly statements. You agree that we may change this limit at any time, and we will notify you of any such change that is not temporary. You agree not to permit your unpaid balance to exceed your Total Credit Limit. You understand that if you request an advance or charge against your Account which exceeds this limit, we may charge an overlimit charge as described in Paragraph 16. We may, however, at our option, grant any such advance or charge, and if we do, you agree to pay any amount in excess of your Total Credit Limit immediately without notice or demand from us. You also understand and agree that the Cash Advance Credit Limit reflected on your Card carrier and monthly statements, discussed in Paragraph 12 of this Agreement, is a portion of your Total Credit Limit.

7. Payments You promise to pay all amounts due on your Account. If your Account is a joint account, you and your joint account holder each promise to pay and are jointly and individually responsible for all amounts due on the Account. We may also issue additional Cards to other persons you authorize to use your Account if you ask us to do so. However, you and any joint account holder are responsible for all charges made by any person(s) authorized to use your Account. You understand and agree that arrangements made among Cardholders, court orders and other events do not alter or affect your responsibility to make payments to us. You understand that you may pay all or any part of the balance on your Account at any time. You must, however, pay an amount not less than the minimum payment due for each month you have an outstanding balance. You must pay us directly and we must receive this payment and the remittance stub on or before the payment due date, in accordance with statement instructions, in order for your Account to be credited by the due date. Payments will continue to be credited to your Account as indicated in this Agreement, however, if you pay by check, the amount of your payment may not be applied to your available credit line for such period of time as we reasonably determine is necessary to ensure that your check is honored. All payments shall be made at the address indicated on the monthly statement and shall be made in U.S. dollars by a check drawn on or a money order issued by a U.S. financial institution, naming us as payee. You must not send cash. You agree to pay for any charges you incur in a foreign currency, which will be converted to U.S. dollars on a date that may be later than the transaction date and may be subject to an interchange conversion fee. In accordance with applicable law, we will choose the order in which any payment will be applied to your indebtedness to us at the time the payment is made.

8. Minimum Payment Your Minimum Payment, due by the date shown on your monthly statement, will be either $10 or an amount determined in the manner set forth below, whichever is greater, unless the New Balance shown on your statement is less than $10, in which case the New Balance is due in full:

(a) Take the New Balance as shown on your statement;

(b) Subtract any late and overlimit amounts;

(c) Multiply this amount by 2 percent (.02); and

(d) Add back any late and overlimit amounts, rounding down the result to the nearest dollar.

9. FINANCE CHARGE You agree to pay the FINANCE CHARGE on your Account.

(a) No periodic FINANCE CHARGE is imposed on Purchases which first appear on your current billing statement when the Previous Balance shown on that statement is zero (or a credit balance) or when payments and credits shown equal or exceed the Previous Balance; provided, however, that any balance transferred to your Account is excepted from this subparagraph (a).

(b) Otherwise, a periodic FINANCE CHARGE is imposed on Purchases (inclusive of balance transfers), Cash Advances, and Drafts from the later of the transaction date or the first day of the billing cycle during which the transaction posts, until payment in full is received.

We figure your FINANCE CHARGE by:
(a) First determining the Average Daily Balances in your Account. These Average Daily Balances are:
(1) The Average Daily Balance of Purchases. We figure a FINANCE CHARGE for Purchases on the "average daily balance" of Purchases. To get this balance we take the beginning balance of Purchases on your Account for each day of the billing cycle, add any new Purchases, applicable unpaid FINANCE CHARGE from the prior billing cycle and from application of the Daily Periodic Rate to each day's ending balance, and late, overlimit, returned draft, returned check, stopped draft, and credit insurance or debt cancellation charges, and subtract any applicable portions of payments and credits. This gives us the daily balance. Then we add up all the daily balances for the billing cycle and divide the total by the number of days in the billing cycle. This gives us the Average Daily Balance of Purchases.

(2) The Average Daily Balance of Cash Advances and Drafts. We figure a portion of the FINANCE CHARGE for Cash Advances and Drafts on the "average daily balance" of Cash Advances and Drafts. To get this balance, we take the beginning balance of Cash Advances and Drafts on your Account for each day of the billing cycle, add any new Cash Advances and Drafts and applicable unpaid FINANCE CHARGE from the prior billing cycle and from application of the Daily Periodic Rate to each day's ending balance, and subtract any applicable portions of payments and credits. This gives us the daily balance. Then we add up all the daily balances for the billing cycle and divide the total by the number of days in the billing cycle. This gives us the Average Daily Balance of Cash Advances and Drafts.

(b) Multiplying your Average Daily Balances by the applicable Daily Periodic Rate(s).

(c) Multiplying the products identified in subparagraph (b) above by the number of days in the billing cycle.

(d) Adding the products identified in subparagraph (c) above to arrive at your periodic FINANCE CHARGE.

(e) Adding any fees referred to in the paragraph titled "Other Fees."

10. ANNUAL PERCENTAGE RATE

(a) You agree that for Purchases, the Daily Periodic Rate used in figuring the FINANCE CHARGE will be .04107% (14.99% ANNUAL PERCENTAGE RATE).

(b) You agree that for all Cash Advances, the Daily Periodic Rate (and corresponding ANNUAL PERCENTAGE RATE) used in figuring the FINANCE CHARGE will be variable rates. Such Daily Periodic Rate shall be 1/365th of the higher of either:

(1) 19.80% ANNUAL PERCENTAGE RATE (which corresponds to a Daily Periodic Rate of .05425%), or

(2) a 13.141% spread above the three months London Interbank Offered Rate ("LIBOR") published in The Wall Street Journal on the dates indicated in the last paragraph of this Paragraph 10. The Daily Periodic Rate for Cash Advances on November 15, 2000 is .05425% (19.80% ANNUAL PERCENTAGE RATE).

(c) Notwithstanding subparagraphs (a) and (b) above, you agree that if:



(1) you fail to make any payment when due,

(2) you exceed your credit limit, make a payment on your Account which fails to clear and is returned unsatisfied, otherwise default on this or any other account with us, or

(3) your Account is closed, by you or by us,

we may immediately convert the Daily Periodic Rate(s) (including any introductory, promotional, or other rate) on all existing and future balances of Purchases and Cash Advances to a variable rate equal to 1/365th of the higher of either

(a) 24.99% ANNUAL PERCENTAGE RATE (which corresponds to a Daily Periodic Rate of .06847%), or

(b) up to a 18.331% spread above LIBOR as published in The Wall Street Journal on the dates indicated in the last paragraph of this Paragraph 10.

If the highest rate described in this subparagraph (c) were in effect on November 15, 2000, the Daily Periodic Rate for Purchases and Cash Advances would be .06847% (24.99% ANNUAL PERCENTAGE RATE).

If any rates on your Account convert for the reasons described in subparagraph (c)(1) or (c)(2) above, your Account may again become eligible for lower rates after the reason(s) for the rates being converted has remained cured for at least six consecutive months.



If any rates on your Account convert for the reason described in subparagraph (c)(3) above, the ANNUAL PERCENTAGE RATE in this subparagraph (c) will apply to your closed Account until all unpaid balances have been repaid in full. We are under no obligation to reopen your Account once it has been closed.

Under the variable rate plans described in subparagraphs (b) and (c) above, LIBOR as published in The Wall Street Journal on the third Wednesday of March, June, September and December will be used to determine the rates for billing cycles closing on or after the first day of April, July, October and January, respectively. Under such variable rate plans, the Daily Periodic Rate (and corresponding ANNUAL PERCENTAGE RATE) will increase if LIBOR, as determined above, increases and an increase in the Daily Periodic Rate may increase the FINANCE CHARGE and the minimum payment due on your Account.

11. Minimum FINANCE CHARGE There is a minimum FINANCE CHARGE of 50¢ for any billing cycle in which the FINANCE CHARGE otherwise due on Purchases would be less than 50¢.

12. Cash Advances The total amount of Cash Advances, (including Drafts, if available, withdrawals from ATMs, originations from the Card itself, and cash-like transactions, including but not limited to wire transfers, money orders, lottery tickets, and casino gaming chips) you can receive at any time is shown on your Card carrier and monthly statements and is designated as your "Cash Advance Credit Limit." You agree not to permit your unpaid Cash Advance balance to exceed this limit. If you currently exceed, or once you reach this limit, you will not be eligible for additional Cash Advances until your unpaid Cash Advance balance is below this limit. At that time, you may access the amount of the difference between your unpaid Cash Advance balance and your Cash Advance Credit Limit. You agree that we may change your Cash Advance Credit Limit at any time, and we will notify you of any such change.

13. Use of Drafts We may issue Drafts for use with your Account and, if any are issued, the amount of each Draft we pay will be charged to your Account as a Cash Advance. Each Draft must be for $100 or more and in the form we send to you. There is no charge for the cost of supplying you the Drafts, but you agree to pay the fees referred to in Paragraph 14, below. Drafts may be used only by a Cardholder and must be completed and signed in the same way as a regular personal check. You may use the Drafts issued the way you use regular checks; however, you cannot use a Draft or your Account to pay any amount owed under this Agreement or under any affiliated creditor agreement. We will pay each Draft you use except that you will not write a Draft, and we do not have to pay any Draft, under the following circumstances:

(a) If payment of the Draft would cause your outstanding Cash Advance balance to exceed your Cash Advance Credit Limit.

(b) If you are in default under this Agreement.

(c) If your right to use Drafts is cancelled or suspended.

Draft checks which you use and we pay are not returned to you but are identified on your monthly billing statement. If we do not pay a Draft written against your Account, we will assess and you agree to pay a charge of $29 for each such returned Draft. We will charge and you agree to pay a fee of $29 for each Draft on which we stop payment at your request.

14. Other Fees You understand that we have the right to charge and collect the following FINANCE CHARGE fees, if applicable:

Cash Advance Fee: For each Cash Advance transaction, including but not limited to each Draft presented to us for payment and each Cash Advance obtained through a financial institution or ATM, we will assess and you agree to pay a Cash Advance fee equal to 4% of the amount of the advance, but not less than $5.00.

15. Annual Fee No annual membership fee applies to your Account.

16. Late, Overlimit, and Returned Check Charges In addition to our rights under Paragraph 18 below, you understand that we have the right to charge and collect the following, if applicable:

Late Charge: You agree that a late charge of $35 will be due and payable and added to the balance on your Account if you do not make a payment on your Account equal to or greater than the Minimum Payment on or before the payment due date.

Overlimit Charge: You agree that in addition to paying any excess upon demand or as otherwise provided herein, an overlimit charge of $29 will be due and payable and added to the balance on your Account during any billing cycle in which you exceed your Total Credit Limit.

Returned Check Charges: You agree to pay $29 for each check or draft issued by you as a payment on your Account which fails to clear and is returned unsatisfied. We may post this charge to your Account each time a payment check or draft you issue is dishonored, even if we re-present your check or draft, and even if such is paid upon the re-presentment.

17. Research Charges If you request copies of monthly statements, Draft checks or other documents related to your Account, we may charge you a research charge in connection with this service. However, we will not assess this charge if your request is based upon a billing error and you follow the procedures discussed in the billing rights section of this Agreement.

18. Default You will be in default if you fail to make any payment when due, exceed your credit limit under any account, die, file or otherwise become subject to any bankruptcy or insolvency proceedings, or do not comply with any of the terms governing any account with us. If you default, we may, at our option, declare any amounts you owe under any or all accounts to be immediately due and payable. Also, we may revoke the privileges attaching to any or all Card(s), cancel the Card(s) and terminate this Agreement as to future Purchases and Cash Advances. Subject to applicable provisions of law and unless you reside in Wisconsin, you agree to pay the reasonable costs for collecting amounts due including reasonable attorneys' fees and court costs.

If credit extended under this Agreement is used for other than personal, family, household or charitable purposes, all amounts owing shall become immediately due and payable. Also, your Card shall be revoked and this Agreement shall be terminated as provided in this paragraph.

19. Irregular Payments You agree that we may accept partial payments of amounts due or late payments without losing any of our rights under this Agreement. You also agree that we may accept checks and money orders marked "payment in full" or bearing any other restrictive endorsements without accepting any such conditions or losing any of our rights under this Agreement.

20. Insurance If you become insured under a credit insurance plan which we make available, a Certificate of Insurance will be issued to you. You agree that your Account may be charged the applicable monthly premium. The charge will be computed on the New Balance and shown as a Purchase on your statement each month. Should you fail to make a payment on an Account for 2 or more consecutive billing cycles, your insurance may be cancelled. You understand that the purchase of credit insurance is voluntary and is not required for the extension of credit.

21. Credit Balances Any credit balance outstanding on your Account will be applied to any subsequent amounts due. We will refund credit balances of more than $1.00 which are outstanding on your Account either upon your request or automatically if outstanding for more than six months.

22. Disputes You agree to accept monthly statements we mail you as being correct unless you notify us in writing of any alleged errors within the time period prescribed by law. Your rights to dispute billing errors are set forth in this Agreement. Even though an amount is in dispute, you understand that you must pay the required minimum payment that is due less that portion attributable to the disputed amount.

23. Failure to Honor Card We are not responsible if anyone refuses to honor the Card. If there is a problem with merchandise or services obtained with the Card, you may have the right not to pay the remaining amount due on them. An explanation of your rights is stated below. We will have no responsibility for merchandise or services purchased with the Card unless required by law.

24. Change In Terms We have the right to change any of the terms of this Agreement, including but not limited to rates and fees, at any time. You will be given notice of a change as required by applicable law. Any change in terms governs your Account as of the effective date, and will, as permitted by law and at our option, apply both to transactions made on or after such date and to any outstanding Account balance.

25. Renewal, Revocation and Termination Cards are issued with an expiration date. We have the right, without prior notice, to close or suspend your Account, or to decline to renew your Card, for any reason. This includes using your Account in a manner not economically or otherwise acceptable to us. We also reserve the right to close your Account if you move from our service area. Even though your Card is suspended or terminated, you agree that your obligations and our rights under this Agreement will remain in effect until all balances on your Account incurred before or after suspension or termination are paid in full.

26. Security All credit extended to you under this Agreement shall be unsecured.

27. Transfer of Rights We may transfer your Account, all or any part of your Account balance, and/or our rights under this Agreement to another person or entity at any time without prior notice to you. Your rights under this Agreement cannot be transferred by operation of law or otherwise, but obligations shall be binding upon your estate or personal representatives.

28. Notices Notices to us shall be effective when received by us at the address indicated for receipt of payments on any billing statement mailed to you within the preceding 60 days. Notices to you, if mailed, shall be deemed given when mailed to you at the address given on the application or authorization form or to such other address you have given us by notice. Notice of change of address shall be given to us at least 10 days prior to the change.

29. Unauthorized Use - Notice to Us Though you may not be liable for the unauthorized use of your Card, you will immediately notify us of the loss, theft or possible unauthorized use as soon as it is known to you in order to limit any potential loss. You will telephone us at 1 (800) 492-2500 to report any such occurrence.

30. Credit Reporting, Information Exchange You authorize us and/or others acting on our behalf to obtain reports from credit bureaus in connection with your Account, including for extensions of credit, reviews, and collection of amounts owed on your Account. You also agree that we may furnish information about you and your Account to credit bureaus and others who are permitted by law to receive it. Notice: If you believe that information we reported to a credit bureau about your account is inaccurate, please notify us in writing at: Customer Service, P.O. Box 15595, Wilmington, DE 19850-5595. California residents: You may contact us at the number in the preceding paragraph if you do not wish to receive offers for valuable discounts and unique products from third party vendors.

31. Miscellaneous We can waive or delay enforcing our rights under this Agreement without losing them. We reserve the right to limit your balance transfer usage. If any provision of this Agreement is unenforceable, this will not make any other provision unenforceable.

YOUR BILLING RIGHTS - KEEP THIS NOTICE FOR FUTURE USE

This notice contains important information about your rights and our responsibilities under the Fair Credit Billing Act.

NOTIFY US IN CASE OF ERRORS OR QUESTIONS ABOUT YOUR BILL

If you think your bill is wrong, or if you need more information about a transaction on your bill, write us on a separate sheet at:

Fleet Bank (RI), National Association
P.O. Box 15480
Wilmington, DE 19850-5480

Write to us as soon as possible. We must hear from you no later than 60 days after we sent you the first bill on which the error or problem appeared. You can telephone us, but doing so will not preserve your rights.
In your letter, give us the following information:

• Your name and account number
• The dollar amount of the suspected error
• Describe the error and explain, if you can, why you believe there is an error. If you need more information, describe the item you are not sure about.

If you have authorized us to pay your credit card bill automatically from your savings or checking account, you can stop the payment on any amount you think is wrong. To stop the payment your letter must reach us three business days before the automatic payment is scheduled to occur.

YOUR RIGHTS AND OUR RESPONSIBILITIES AFTER WE RECEIVE YOUR WRITTEN NOTICE

We must acknowledge your letter within 30 days, unless we have corrected the error by then. Within 90 days, we must either correct the error or explain why we believe the bill was correct.

After we receive your letter, we cannot try to collect any amount you question, or report you as delinquent. We can continue to bill you for the amount you question, including FINANCE CHARGEs, and we can apply any unpaid amount against your credit limit. You do not have to pay any questioned amount while we are investigating, but you are still obligated to pay parts of your bill that are not in question.

If we find that we made a mistake on your bill, you will not have to pay any FINANCE CHARGEs related to any questioned amount. If we didn't make a mistake, you may have to pay FINANCE CHARGEs and you will have to make up any missed payments on the questioned amount. In either case, we will send you a statement of the amount you owe and the date that it is due.

If you fail to pay the amount that we think you owe, we may report you as delinquent. However, if our explanation does not satisfy you and you write to us within ten days telling us that you still refuse to pay, we must tell anyone we report you to that you have a question about your bill. And, we must tell you the name of anyone we reported you to. We must tell anyone we report you to that the matter has been settled between us when it finally is.

If we don't follow these rules, we can't collect the first $50 of the questioned amount, even if your bill was correct.

SPECIAL RULE FOR CREDIT CARD PURCHASES

If you have a problem with the quality of property or services that you purchased with a 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 property or services. There are certain limitations on this right, including:

(a) You must have made the purchase in your home state, or if not within your home state, within 100 miles of your current mailing address and

(b) The purchase price must have been more than $50.

These limitations do not apply if we own or operate the merchant or if we mailed you the advertisement for the property or services.

BALANCE TRANSFER INFORMATION

Please enter your balance transfer requests in the order you would like them to be paid. We will generally transfer as much as possible, subject to a minimum amount of $100, without exceeding your credit limit. This may include payments that are a portion of the amount you requested. Until your balance transfers are processed, you may need to make a payment to your other credit card accounts to keep them current. Balance transfers are not subject to a grace period and may take 2 to 4 weeks to process. Balance transfers cannot be used to pay off other Fleet obligations.