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Important Terms

PLEASE PRINT AND RETAIN FOR YOUR RECORDS.

CREDIT CARD RATES AND TERMS
Annual Percentage Rate (APR) for Purchases	A variable APR of 12.99%, 15.99%, 18.99%, or 21.99% (as of 11/20/09) will apply depending on our review of your application and credit history.4,5
Other APRs	Balance Transfer APR: A fixed introductory rate of 2.99% will apply through the first nine billing cycles of your Account.1,4 After that, a variable APR of 12.99%, 15.99%, 18.99%, or 21.99% (as of 11/20/09) will apply depending on our review of your application and credit history.2,5 Fixed introductory APR is not applicable to Cash Advances or Purchases. All rates as of 11/20/09. Variable Cash Advance APR of 23.24%.3 Variable Cash Equivalent Transaction APR of 23.24%.3 Fixed Default APR of 28.99%.4 Higher Standard Rates APRs:If you fail to make a minimum payment by the payment due date, or you exceed either your Cash Advance Limit or your Total Credit Limit or otherwise default on your Agreement, your APR on Purchases and Balance Transfers could become 21.98%, 24.98%, 27.98%, or 28.99% and your APR on Cash Advances could become 28.99% (variable as of 11/20/09).6
Variable Rate Information	Your APR may vary. The rate is determined monthly by adding the Index (described below) to a margin. The APR for credit card Purchases and Balance Transfers is determined monthly by adding the Index to a margin of 9.74%, 12.74%, 15.74%, or 18.74%.5 The APR for Cash Advances, including Cash Advances made by Convenience Check, is determined monthly by adding the Index to a margin of 19.99%, but the APR will not be less than 19.8%.3 The Index is the Prime Rate published in the northeastern edition of The Wall Street Journal in its Money Rates table on the first day of that billing cycle or two days prior to the closing of that billing cycle, whichever is higher.
Grace Period for Purchases	At least 27 days after the close of the previous billing cycle on new credit card purchases, provided you paid your previous balance in full.
Method of Computing the Balance for Purchases	Average Daily Balance (including new purchases)
Late Fee: $19.00 on balances less than $100.00; $29.00 on balances of $100.00-$249.99; $39.00 on balances of $250.00 or more.	Annual Fee: None	Convenience Check Fee: $10 minimum	Over-the-Credit-Limit Fee: $39
Cash Advance Fee: up to 3% of the amount advanced, but not less than $10; the greater of $20 or 5% of the transaction for certain Cash Equivalent Transactions.	Foreign Exchange Transaction Fee: The greater of $1.50 or 3% of the U.S. dollar amount of transactions in a foreign country.	Minimum Periodic Finance Charge: $2.00	Balance Transfer Fee: up to 3% for advances by Balance Transfer ($10 minimum).

APRs, fees, and other terms may change. The Bank may change the rates (including APRs), fees, and other terms of your Account at any time for any reason. This may be based upon information contained in your credit report such as failure to make payments to other creditors when due or may reflect market conditions.

1 After the introductory period, the variable APR for Balance Transfers (including Balance Transfer Checks) will apply.
2 The variable APR will apply to Balance Transfers (including Balance Transfer Checks) after the introductory rate period expires.
3 The variable Cash Advance APR will apply to Cash Advances (other than Balance Transfers and Balance Transfer Checks), including Cash Advances made by Convenience Checks. Cash Advances may be limited. Cash Equivalent Transactions are those transactions performed using a merchant or service provider that Visa® or MasterCard® identifies as a seller of travelers' checks, foreign currency, money orders, wire transfers, lottery tickets, funds used for wagers or gambling, or similar products or services.
4 If at any time your Minimum Amount Due is received after the Payment Due Date, you exceed your credit limit, or you are otherwise in default under the terms of the 1-2-3 REWARDS® MasterCard® Agreement, the Default APR may automatically apply to your entire Account balance, including any introductory rates balances. Also, if a default occurs, at our discretion, the Introductory APR may be increased to the variable APR for Balance Transfers or the Default APR may be applied to your entire Account balance. The Default APR is 28.99%. We consider the following factors among others in determining your Default Rate: length of time your Account has been open; Account usage; payment behavior; delinquency with your Account with us and your credit accounts with our affiliates.
5 We will determine your Margin (and your APR) based upon our review of your Application and your credit history. If approved, your Margin (and your APR) will be shown on your Pricing Addendum provided to you with your credit card and your 1-2-3 REWARDS® MasterCard® Agreement.
6 Instead of the Default Rate, if you fail to make a minimum payment by the payment due date, or you exceed your Cash Advance Limit or your Total Credit Limit or otherwise default on your Agreement, your APRs may be increased to the Higher Standard Rates. The Higher Standard Rates may vary monthly and are determined by adding up to 8.99 percentage points to the margins used to determine the Standard Rates for Purchases, Balance Transfers and Cash Advances and then adding the new higher margins to the Index. The Higher Standard Rate will not exceed the Default Rate.

The information about the costs of the cards described in this Application is accurate as of 11/20/09. This information may have changed after that date. To find out what may have changed, call us toll-free at 1-888-954-6767 or write to us at Kroger Personal Finance, P.O. Box 18211, Bridgeport, CT 06601-3211.

IMPORTANT INFORMATION. TERMS OF OFFER.

I have read this Application and everything I have stated is true. I am at least 18 years of age and either a United States citizen or a permanent resident of the U.S. I authorize RBS Citizens, N.A. ("Bank") to review my credit and employment histories and any other information in order to review my Application, service my Account, and manage its relationship with me. I consent to the Bank's sharing of information about me and my Account with The Kroger Co. in connection with the 1-2-3 REWARDS® MasterCard® program. I authorize the Bank to share with others, to the extent permitted by law, such information and its credit experience with me. In addition, I may as a customer later indicate a preference to exempt my Account from some of the information-sharing with other companies ("opt-out"). By returning this Application, I am requesting a credit card issued by the Bank for this 1-2-3 REWARDS® MasterCard® sponsored by Kroger Personal Finance®. If a credit card is issued to me, by signing, using, or permitting another to use the credit card or by requesting a Balance Transfer Check, I agree to be bound by the terms of the 1-2-3 REWARDS® MasterCard® Agreement, including as it may be amended, which will be provided to me with the card. I also agree to pay all charges incurred under such terms. This Application is only a contract when accepted by the Bank in Connecticut.

The minimum gross annual income required for a 1-2-3 REWARDS® MasterCard® credit card Account is $12,000. You understand that based on our review, if you are approved, you will receive a credit limit from the minimum amount of $250.

In order to help obtain credit and, if approved, to award the highest credit limit possible, The Kroger Co. and its affiliates ("Kroger") may provide to the Bank any data about you that Kroger may have, including information associated with the Kroger Shopper's Card. By signing this Application, you authorize Kroger to disclose this data to the Bank, which will protect this information as provided in the Bank's Privacy Notice.

Rates, Fees, and Terms May Change. The Bank may change terms of the 1-2-3 REWARDS® MasterCard® Agreement (including increasing APRs and fees) at any time for any reason, subject to applicable law, including for market conditions, routine Account review, default, or Account closure.

Payment Allocation. The Bank will apply payments to balances with lower APRs before balances with higher APRs.

Balance Transfers. Total amount of Balance Transfers cannot exceed your credit line. Allow at least three weeks for Account opening and processing. Continue to pay creditors until the Balance Transfer appears as a credit. Balance Transfers incur finance charges from the date they are posted to your Account. If your available credit cannot accommodate a Balance Transfer transaction (including any Balance Transfer Fees), that transaction may be subject to Over-the-Credit-Limit Fees, or will be declined by the Bank in its discretion. Balance Transfers may not be used to pay off any Account with the Bank. Unless otherwise disclosed, Balance Transfers do not earn Reward points.

Important Information About Procedures for Opening a New Account. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an Account. What this means for you: When you open an Account, we will ask for your name, address, birth date, and other information that will allow us to identify you. We may also ask to see other identifying documents.

Notice to California Residents. Married persons may apply for a separate Account.

Notice to New York Residents. Consumer reports may be requested in connection with the processing of this Invitation and any resulting Account. Upon your request, we will inform you of the names and addresses of any consumer reporting agencies that have provided us with such reports.

Notice to Ohio Residents. The Ohio laws against discrimination require that all creditors make credit equally available to all credit worthy customers, and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with this law.

Notice to Married Wisconsin Residents. No agreement, court order, or individual statement applying to marital property will adversely affect a creditor's interests unless prior to the time credit is granted the creditor is furnished with a copy of the agreement, court order, or statement or it has actual knowledge of the adverse provision.

Arbitration. The 1-2-3 REWARDS® MasterCard® Agreement that applies if you are approved for credit provides that either you or the Bank may require that disputes be resolved by binding arbitration. Arbitration replaces the right to go to court, including the right to a jury and the right to participate in a class action or similar proceeding. Please read the "Arbitration" section of the 1-2-3 REWARDS® MasterCard® Agreement carefully.

The 1-2-3 REWARDS® MasterCard® is issued by the Bank on behalf of Kroger Personal Finance®.

1-2-3 REWARDS® PROGRAM SUMMARY

You are automatically enrolled in the 1-2-3 REWARDS® Program when your Account is opened. You earn between 1-3 points on net purchases made with your 1-2-3 REWARDS® MasterCard®. Accumulated points are exchanged for 1-2-3 REWARDS® Certificates. Your 1-2-3 REWARDS® Certificates are redeemable by you for purchases at the Kroger Family of Stores.* There are no limits on the amount of Reward points you can earn. Reward certificates will be awarded periodically but no less frequently than four times each calendar year when you have earned a minimum of 1,000 Reward points (worth $5), if your Account is in good standing. Reward points are earned as follows:

Reward Points Purchase
1 point per dollar spent on all Purchases outside Kroger Family of Stores and Fuel Centers*
2 points per dollar spent on all Purchases inside Kroger Family of Stores*
3 points per dollar spent on all Purchases of Kroger Family of Stores Own Brand Products**

When you use your 1-2-3 REWARDS® MasterCard® to purchase Kroger Family of Stores Own Brand Products in one of the Kroger Family of Stores, you will receive a total of 3 points for every dollar of Purchases.

* Kroger Family of Stores may include Kroger, Kroger Marketplace, Fred Meyer, Ralphs, King Soopers, Dillons, Smith's Food & Drug Stores, Smith's Marketplace, Fry's Food and Drug Store, Fry's Marketplace, QFC - Quality Food Centers, City Market, Baker's, Owen's, JayC Food Stores, Hilander, Gerbes, Pay Less Super Markets, Food4Less (So CA, NV, IN, and IL stores only), Foods Co, Fred Meyer Jewelers, Littman Jewelers, and Barclay Jewelers. For an up-to-date list of participating stores, visit www.kroger.com.

** Kroger Family of Stores Own Brand Products may include, but are not limited to Kroger, King Soopers, Smith's, Ralphs, Fry's, Dillons, MotoTech, Private Selection, Big K, Everyday Living, HD Designs, Holiday Home, Naturally Preferred, Buena Comida, First Choice, Office Works, Comforts, FMV, Pet Pride, Nice n Strong, Nice n Soft, Nice n Elegant, Meals Made Simple, Your Deli Connection, Mountain Dairy/Country Club, Old Fashioned, Cool Classics, and Golden Crown.

Unless otherwise disclosed, Balance Transfers, Cash Advances (including Cash Equivalent Transactions), Finance Charges, Account fees, taxes, and PaymentCareSM charges do not earn Reward points. Reward points are not earned and Reward certificates are not issued when your Account is in default. See the 1-2-3 REWARDS® Program Terms and Conditions included in your 1-2-3 REWARDS® Credit Card Agreement for complete information.

KROGER PRIVACY POLICY

The disclosure contained in this paragraph is provided because information about you and your Account will be furnished to The Kroger Co. and its affiliates in connection with the 1-2-3 REWARDS® Program. The information furnished to Kroger in connection with the 1-2-3 REWARDS® Program will be used as described in more detail in the Kroger Privacy Policy. The Kroger Privacy Policy is available online at www.kroger.com, from any customer service desk in one of Kroger's stores, or by calling 1-800-KROGERS (1-800-576-4377). Kroger and those agents and contractors with whom Kroger shares information in order to permit them to perform services for Kroger will hold your personally identifiable information in strict confidence except as permitted by the Kroger Privacy Policy. Kroger will not otherwise release any personally identifiable information about you unless you specifically authorize Kroger to do so or Kroger is required by law. No information about you that is furnished to Kroger in connection with the 1-2-3 REWARDS® Program will be used by Kroger to provide you offers, information, and savings other than those approved and sent by or on behalf of Kroger. If you do not wish to receive any mail from Kroger or its business partners, please call 1-800-KROGERS (1-800-576-4377).

PAYMENTCARESM DISCLOSURE STATEMENT

DEFINITIONS

PaymentCareSM provides you, the primary applicant, with the following benefits:
Accidental Death: cancels your Account balance in full, up to $20,000, if you should die as a result of an accidental injury.
Involuntary Unemployment: cancels the Minimum Amount Due on your Account for a maximum of 12 months if you become involuntarily unemployed (layoff, employer termination, generalized strike, unionized labor dispute, or lockout) for at least 30 consecutive days.
Disability: cancels the Minimum Amount Due on your Account for a maximum of 12 months if you become totally unable to perform the major duties of your occupation due to a sickness or injury for at least 30 consecutive days.
Family Leave of Absence: cancels the Minimum Amount Due on your Account for a maximum of 6 months if you take an unpaid leave from full-time employment for at least 30 consecutive days due to caring for an immediate family member with a serious medical condition, caring for a newborn or adopted child, active military duty due to mandatory recall or call to active duty, jury duty, or residing in a federally declared disaster area.
Hospitalization: cancels the Minimum Amount Due on your Account for a maximum of 24 months if you become hospitalized for three consecutive nights in a calendar month.
Military Duty: cancels the Minimum Amount Due on your Account for a maximum of 24 months if you receive a mandatory recall to active military duty for at least 30 consecutive days causing you to lose full-time employment income.
Life Events: cancels the Minimum Amount Due on your Account for one month if you get married, give birth to or adopt a child, retire from your principal employment, graduate from an accredited 4-year college or university, or move to a new primary residence.
During months that you have an Account balance, your monthly fee is 99¢ per $100 of the highest billing cycle balance on your Account. This fee is automatically included on your Account Statement each month.

ELIGIBILITY REQUIREMENTS

Benefits are based on the amount of your Account balance as of the day before your loss occurs or $20,000, whichever is less, and do not include any amounts added to your Account after the occurrence. To be eligible for Involuntary Unemployment, Disability, Family Leave of Absence, and Military Duty Benefits, you must be employed on a full-time basis for at least 30 hours a week at the time of the occurrence. To qualify for Involuntary Unemployment Benefits, you must register with a recognized employment agency or your state unemployment office within 30 days after the date you become unemployed. Accidental Death Benefits do not cover suicide or self-inflicted injuries. Disability, Family Leave of Absence, and Hospitalization Benefits do not cover occurrences caused by a pre-existing medical condition. A "pre-existing condition" is one for which you or your family member saw or were treated by a licensed health care provider both within the 6 months before and the 6 months after your enrollment effective date. Once your enrollment is processed, you will receive a personalized Fulfillment Package along with additional details about PaymentCare. PaymentCare protection is available only to United States residents residing in the United States.

Your purchase of PaymentCare protection is optional. Whether or not you purchase PaymentCare will not affect your application for credit or the terms of any existing credit agreement you have with RBS Citizens, N.A. (The Bank). The monthly fee for PaymentCare is based on the outstanding monthly balance of your Account each month. The monthly fee is 99¢ per $100 of your highest billing cycle balance. You have the right to cancel PaymentCare at any time. The Bank has the right to cancel PaymentCare in the following circumstances:

Your Account is charged off or permanently closed for any reason
Your Account was determined to be not in good standing as of the date of your requested enrollment
You are no longer a United States resident, residing in the United States
At any time, but we will provide 30 days' written notice if we do so.

There are eligibility requirements, conditions, and exclusions that could prevent you from receiving benefits under PaymentCare. You may find a complete explanation of the eligibility requirements, conditions, and exclusions in the PaymentCare Credit Card Agreement Addendum that you will receive once your PaymentCare enrollment is processed.

You will be given additional information before you are required to pay for PaymentCare. This information will include a copy of the contract (Credit Card Agreement Addendum) containing the terms of PaymentCare.