The following terms and conditions are agreed to by you and us when we issue you a card at your request.  To the extent that any of the following terms and conditions are void or unenforceable under applicable  law, this Cardholder Agreement shall be treated as if such terms or conditions did not exist and all of the other terms and conditions shall continue in full force and effet.

All of the terms set forth in the Initial Disclosure of Terms and Conditions of Electronic Fund Transfer Services are hereby made part of this Cardholder Agreement and shall govern the use of your card. 

Any account which may be accessed by use of your card may also be governed by a separate set of rules and regulations which shall remain in effect with respect to such accounts, unless inconsistent with the agreements set forth in this Cardholder Agreement in which case the terms and conditions set forth herein shall control.

1. Use of Card

          (a) You may use your card to carry out the transactions described in the Disclosure Statement under the heading "Transfer Types and Limitations".  We may agree with you in the future that other transactions can be carried out using your card and, in such event, we will notify you as to those transactions.

                You agree not to use your card to effectuate any transaction, which is unlawful under applicable law, such a unlawful gambling.

          (b)  Use of your card outside of the United States of America may be subject to certain limitations.  If you plan to traver outside of the United States, you should contact us for information concerning such limitations in various countries.

     2.  Charges for Use of Your Card

                We have published a Service Charges Schedule which sets forth all applicable charges which we can make in connection with the use of your card or any electronic fund transfer.  Please refer to our most recently published Service Charges Schedule.  We reserve the right to amend the Service Charges Schedule at any time and will give you notice if we do.  You agree to pay all such charges which you have incurred and hereby authorize us to charge your deposit account(s) with the aggregate outstanding amoung of such charges from time to time.

     3.  Joing Accounts

               In the evetn that your deposit account(s) is held jointly with another person(s), each joint holder of said account shall be able to exercise any and all rights hereunder individually and shall be jointly and severally liable for the obligations incurred under this Cardholder Agreement and will be bound by this Cardholder Agreement.  Without limiting the foregoing, each person named on the account may utilize any card issued in connection with the account, may close the account, may authorize others to use any card and /or code on his or her behalf, and may agree to amend this Cardholder Agreement and, in any such event, such action shall be binding upon each other person who is bound by this Cardholder Agreement. 

      4.  Use of Your Card Outside the United States

              Purchases, cash withdrawals and cash advances made in foreign currencies will be debited from your account in U.S. dollars.  The exchange rate between the transaction currency and the billing currency used for processing international transactions is a rate selected by MasterCard from a range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate MaterCard itself receives, or the government mandated rate in effect for the applicable central processing date.  Teh exchange rate used on the processing date may differ from the rate that would have been used on the purchase date or cardholder statement posting date.

              A devaluation of the US dollar against the foreign currency in which the transaction was made will result  in a higher  than expected dollar amount charged to your account.  This currency differential, along with any transaction fee for the foreign exchange could result in your account becoming overdrawn.

        5.  Evidence of Transactions

               In the event that we institute legal action against you in connection with this account, we may introduce into evidence a copy, microfilm or microfiche of any document evidencing transaction under this Cardholder Agreement and such copy, microfilm or microfiche shall be deemed as valid as the original document.

        6.  Notices

               Any notice sent by us shall be effective when mailed to you at your last address on our records.  To the extent allowed by law, notices from you to us must be in writing and shall be effective when received by us.

       7.  Default

               In the event that you default in connection with any obligation owed to us, you agree to reimburse us for all costs of collection, including reasonable attorney's fees.

       8.  Maintenance of Accounts

              As long as this CardholderAgreement is in effect, you agree to maintain at least one account for which your card can be used.  If you close all of such accounts, this Cardholder Agreement will terminate an you must return your card to us immediately.

       9.  Ownership of Card

              The card which we issue to you will remain our property and you may not transfer it to any other person.  You agree to return the card to us immediately, upon demand or upon termination of this Cardholder Agreement. We will program the machinesin which your card can be used to retain your card following the termination of this Cardholder Agreement and in certain other events.

      10.  Authorization to Withdraw Funds from you Account(s)

                You hereby authorize us to withdraw funds from your account(s) to satisfy any transaction which you have made utilizing your card.  Such authorization includes the right to charge your accounts for funds distributed to you and for charges which you may have incurred pursuant to this Cardholder Agreement.

      11.  Amendments

                 We may amend any term of this Agreement or the Disclosure by sending you written notice of such amendment at least 30 days prior to the effective date of such agreement.  To the extent permitted by law, we may amend any term set forth in this Agreement or Disclosure immediately to maintain or restore the security of your account or our electronic fund transfer system.

      12.  Governing Law

                 This Agreement shall be governed by and construed under the laws of the Commonwealth of Massachusetts.

     13.  Lost of Stolen Card Liability.

                 You may be liable for up to $50.00 of unauthorized transactions which occur before you notify us of the loss, theft or possible unauthorized use of your card, but you can be liable up to $50.00 only if you do not use reasonable care in safeguarding your card from risk of loss or theft, you have reported two or more incidents of unauthorized use within the preceding twelve months, or your account was not in good standing at the time of the unauthorized use.