AMENDED TERMS FOR YOUR CARDHOLDER AGREEMENT

The following changes serve as an Amendment to your Cardholder Agreement ("Agreement") outlining the terms and conditions under which your NetSpend Prepaid Card ("Card") has been issued to you. Unless otherwise defined in this Amendment, the capitalized terms used herein shall have the same meanings that are ascribed to such terms in your Agreement. If there is a conflict between a provision of this Amendment and a provision of your Agreement, the provision of this Amendment shall prevail. Except as specifically set forth herein, all terms and conditions of the Agreement shall remain in full force and effect. Read these amended terms carefully and file this page with your Cardholder Agreement in a safe place for future reference.

Making the optional Overdraft Protection Service ("Overdraft Protection" or "Service") available to you requires three (3) amendments to your Agreement (the "Agreement") accompanying your Card that is issued to you by ™, member, FDIC (referred to as "we," "us," "our," and "Bank") pursuant to license from Visa U.S.A. Inc., or pursuant to license by MasterCard International Incorporated, and serviced by NetSpend Corporation, an authorized Independent Sales Organization of . "Card Account" means the records we maintain to account for the transactions made with your Card or Virtual Account. "Virtual Account" means a temporary access device issued to you by that you may elect to obtain to access your Card Account for telephone or online transactions, without needing to present your Card.

Amendment 1.
Each time you use your Card or Virtual Account (Learn more about "Virtual Accounts"), you authorize us to reduce the value available in your Card Account by the amount of the transaction plus applicable fees. Unless we decide, in our sole discretion, to approve a transaction due to your having qualified for the Overdraft Protection Service, you may not exceed the available amount in your Card Account through an individual transaction or a series of transactions. If you do not qualify for the Overdraft Protection Service and a transaction exceeds the balance of the funds available in your Card Account you shall remain fully liable to us for the amount of the transaction and any applicable transaction fees. You agree to pay us promptly for the negative balance. We also reserve the right to close your Card Account should you create a negative balance with your Card or Virtual Account.

Amendment 2.
If you enroll your Card Account in the Direct Deposit service, opt-in to our Overdraft Protection Service, and successfully meet all the eligibility criteria we have established, you will be eligible for overdraft coverage through our Overdraft Protection Service. The features of the Service are described below.

How Overdraft Protection Works:
You generally do not have the right to make transactions or incur fees in amounts exceeding the balance of your Card; however, as a non-contractual courtesy, Overdraft Protection is available on your Card if you elect to participate (i.e., opt-in) and you have met each of the activation and eligibility requirements described below.

A. Activation and Eligibility
To activate Overdraft Protection on your Card Account you must take each of the following steps: (1) consent to the delivery of electronic disclosures and provide a valid email address so that we can contact you if you overdraw your Card Account (see below for more details); (2) review and accept these amended terms pertaining to our Overdraft Protection Service; (3) enroll in Overdraft Protection (i.e., opt-in); and (4) receive an Automated Clearing House deposit ("ACH Deposit") of at least two hundred dollars ($200) to your Card Account every thirty (30) days (ACH Deposits received prior to enrollment in Overdraft Protection will be considered for purposes of activation eligibility). Overdraft Protection will be activated on your Card Account thirty-six (36) days after you receive your first ACH Deposit of at least two hundred dollars ($200) and you satisfy each of the steps described in this paragraph. If you fail to receive an ACH Deposit of at least two hundred dollars ($200) every thirty (30) days, or your Card Account has a negative balance for more than thirty (30) days, Overdraft Protection will be immediately deactivated. Your Card Account will remain open to receive credits and loads that will automatically be applied to your negative balance before they are available to you. If Overdraft Protection is deactivated, you must retake each of the steps described in this paragraph in order to reactivate Overdraft Protection.

If your Card Account has a negative balance for more than thirty (30) days on three separate occasions or on any one occasion for more than sixty (60) days, Overdraft Protection will be permanently deactivated. If your Card Account has a negative balance for more than sixty (60) days, we may also elect to close your account at any time thereafter and retain the right to pursue collection of any amounts owed at our sole and absolute discretion. We will send you email notifications whenever (a) a transaction occurs that results in a negative balance in your Card Account; (b) an Overdraft Protection Service Fee is assessed (if applicable) (see Section B, below for details about the fee), and (c) Overdraft Protection is activated or deactivated on your Card Account. If you delete your email address from our Cardholder records or withdraw your consent to receive electronic disclosures from us, Overdraft Protection will be immediately deactivated. We cannot accept responsibility for any email messages not received by you, or for any delay in the receipt or delivery of any email notifications. If you make your email address available to any other individual, you agree that you are responsible for any release of any Card Account information to such individual. It is your sole responsibility to ensure that the email address you provide to us is current and accurate. We are not responsible for loss of messages and other consequences if you do not provide an accurate and current email address.

B. Terms of Use
Your participation in Overdraft Protection is subject to the terms of the Agreement and you may incur fees. The fees for Overdraft Protection are described below in the paragraph labeled "Amendment 3". The Overdraft Protection Service Fee (if applicable) is applied to certain transactions described below that result in a negative balance ("Overdraft(s)") and is in addition to any other fees ordinarily applicable to a transaction. The Overdraft Protection Service Fee is $15.00 for each transaction that overdraws your account by more than $10.00, up to a maximum of three (3) Overdraft Protection Service Fees per calendar month. Multiple Overdraft Protection Service Fees may be charged if multiple overdraft transactions are approved on the same day. Transactions may not be processed in the order in which you make them or when they are received and can affect your actual available balance and the total amount of overdraft fees assessed to your account. Transactions are processed in the order that settlements are received with the exception of multiple Automated Clearing House (ACH) debit transactions that are received on the same day, which are processed in order from smallest to largest.

If you have enrolled in Overdraft Protection and meet our eligibility requirements, we may authorize and pay Overdrafts resulting from Personal Identification Number ("PIN")- and signature-based purchase transactions initiated using your Card or Virtual Account, Automated Teller Machine ("ATM") withdrawals, and ACH debit transactions that you initiate or authorize someone else to initiate. Bill pay transactions initiated through the PayAnyone bill pay service are not eligible for Overdraft Protection coverage. It is important to keep track of the value in your Card Account because it will be your responsibility to determine if you have overdrawn your Card Account balance, the day and time the Overdraft occurred, and the amount of any Overdraft that is approved.

Once your Card Account has an overdrawn balance greater than $10.00, you will have twenty-four (24) hours to reload your Card Account with sufficient funds to bring your Card Account back to a zero or positive balance without incurring any Overdraft Protection Service Fees. If you fail to bring your Card Account back to a zero or positive balance within 24 hours from the time of the first transaction causing an overdrawn balance greater than $10.00, you will incur an Overdraft Protection Service Fee for each transaction approved after your Card Account balance was greater than $10.00 overdrawn, subject to the limitations set forth herein.

You will receive an email (and a text message if you are enrolled in Anytime Alerts™) notifying you when an Overdraft occurs. We will tell you where and when the transaction occurred and its amount. If the Overdraft was the first transaction to cause an overdrawn balance greater than $10.00, we will also tell you when the 24-hour period to reload funds ends for purposes of avoiding Overdraft Protection Service Fees.

You agree that within thirty (30) days of any Overdraft occurrence on your Card Account you will add sufficient funds to bring your Card Account back to a zero or positive balance, or that you will otherwise immediately pay such amount(s) to us in full upon demand. Overdraft Protection is offered in our sole and absolute discretion as a non-contractual courtesy to you, and as such, we may elect to deactivate Overdraft Protection for your Card Account at any time, refuse to authorize any transaction that exceeds your Card Account balance, modify eligibility or activation requirements, modify or change the Overdraft Protection Service Fee, limits, or any other aspect of the Service, and/or terminate the Overdraft Protection Service in its entirety at any time.

Once you have opted-in to the Overdraft Protection Service, you may opt-out at any time online or by calling 1-86-NETSPEND (1-866-387-7363) during normal Customer Service hours. Should you choose to opt-out you remain responsible for any negative balance(s) in your Card Account and agree that any credits or loads made to your Card Account will be used to offset the value of the negative balance(s), if any.

You acknowledge that your participation in the Overdraft Protection Service and the settlement by us of any transactions exceeding your available Card Account balance does not constitute a contractual open-end line of credit. Our authorization or settlement of any transaction on one or more occasions does not obligate us to authorize or settle future transactions. We may refuse the authorization or settlement of any transaction for you at any time. We have no obligation to notify you before we approve or decline a transaction that would result in an overdraft in your Card Account.

Amendment 3.
Overdraft Protection Service Fee (this optional Service has cardholder activation and eligibility requirements): $15.00 per overdraft occurrence (maximum of 3 fees per month).