PREMIER ACCESS Cardholder Agreement and

Disclosure Statement

IMPORTANT - PLEASE READ CAREFULLY AND RETAIN IT FOR FUTURE REFERENCE

This document constitutes the agreement ("Agreement") outlining the terms and conditions under which the PREMIER ACCESS Prepaid MasterCard® has been issued to you relating to your election to participate in the direct transfer program sponsored by your employer. By accepting and using this Card, you agree to be bound by the terms and conditions contained in this Agreement. Please read this Agreement carefully and keep it for future reference.

1. Definitions

In this Agreement, "Card" means the PREMIER ACCESS Prepaid MasterCard Card issued to you by First PREMIER Bank. "You" and "your" mean the person or persons who have received the Card and are authorized to use the Card as provided for in this Agreement. "We," "us," and "our" mean First PREMIER Bank, our successors, affiliates or assignees. "Company" means your employer. "Card Value" means the dollar value that is available from time to time for you to access by use of the Card.

2. PREMIER ACCESS Prepaid MasterCard Card

You acknowledge and agree that the Card Value is limited to the funds that have been loaded onto the Card in accordance with Section 3. The Card Value will decrease each time you use the Card to make a purchase or cash withdrawal and each time an applicable fee is deducted. The Card Value is not insured by the Federal Deposit Insurance Corporation. You are not entitled to receive, and we do not pay, any interest on the Card Value. Accordingly, the interest rate paid on your Card Value is zero percent (0%) with an Annual Percentage Yield of zero percent (0%). You agree to sign the back of the Card immediately upon receipt. The Card will remain the property of First PREMIER Bank and must be surrendered upon demand. The expiration date of the Card will be indicated on the Card. The Card is nontransferable, and it may be canceled, repossessed, or revoked at any time without prior notice subject to applicable law.

3. Loading Your Card/Availability of Card Value

The Card Value loaded by Company through an Automated Clearing House ("ACH") ttransfer is the amount of your take home pay or any portion of your take home pay designated by you or other forms of compensation or reimbursement. These ACH transfers may accumulate. Personal funds may not be loaded by ACH or any other means.

Company is responsible for moving funds to your Card pursuant to your instructions. You hereby authorize us to deduct funds from your Card Value to correct any error or overpayment to you or as otherwise set forth in this Agreement. If you have arranged to have an ACH transfer made to your Card at least once every sixty (60) days, Company is required to tell you every time such a transfer is made. You may also check online at www.premieraccesscard.com to view individual transfers.

You acknowledge and agree that money paid to load the Card does not establish an individual bank account with us. You further acknowledge and agree that we may be required under applicable state abandoned property law to turn over to a state government authority any Card Value remaining after a certain period of inactivity or dormancy, as required by such state law.

4. Using Your Card

Upon first receiving your Card, you must call the toll free number shown on the back of your Card to activate the Card. You may also select your personal identification number (PIN) by calling the toll free number shown on the back of your Card. You should not disclose your PIN to anyone that you do not want to be able to access your Card Value and you should not write your PIN on the Card. Upon enrollment, your personal information will be verified against the USA PATRIOT Act** requirements.

You may use your Card to purchase goods and services or to obtain cash at any merchant or ATM displaying the MasterCard® family of brands, subject to the terms of this Agreement.

You are responsible for all authorized transactions initiated by the use of your Card. If you permit someone else to use your Card or Card number we will treat this as if you have authorized such use, and you will be responsible for any transactions made subject to such use. If you use your Card number without presenting your Card (such as for a mail order, Internet or telephone purchase), the legal effect will be the same as if you used the Card itself. You may not use your Card in connection with any gambling transaction (whether legal or illegal). Also, your Card may be used only for valid and lawful purposes. Each time you use your Card, you authorize us to reduce the Card Value by the amount of the purchase plus any applicable fees. You are not allowed to exceed the Card Value through an individual transaction, or a series of transactions. Nevertheless, if a transaction exceeds the Card Value, you will be fully liable to us for the amount of the transaction and any applicable fees or charges. You do not have the right to stop payment on any purchase or payment transaction originated by use of your Card. Your Card cannot be used for pre-authorized direct debits, including direct debits from merchants, utility providers, and Internet service providers. If presented for payment, any pre-authorized direct debit will be declined and your payment will not be processed. If the Card is used to conduct transactions that are not permitted by this Agreement, we may, at our option and without waiving any of our rights, recognize the transactions and debit or credit the Card Value accordingly, to the extent permitted by law, or we may cancel your Card at our sole discretion.

For security reasons, we may limit the amount or number of transactions you can make on your Card. As a security measure for you and us, we may also decline authorizations for certain transactions when we believe your Card may have been compromised or the transaction is not consistent with your purchasing patterns. We may also prohibit certain types of transactions where fraud or misuse is more common. Examples of such transactions include: Internet gaming, pay-at-the-pump, Internet service, and overseas transactions. For security purposes there are limitations on the use of your Card to obtain cash at an ATM. In addition, the ATM operator or network may impose additional limitations on ATM transactions.

"Open End" Transactions. There are certain types of merchants that sell goods or services where the final amount the merchant will charge to the Card is unknown at the time the merchant first accepts the Card. Typical merchants in this category include rental car companies, hotels, Internet service providers, certain time-based or variable cost merchants and others where the final purchase amount is not known up front. Therefore, the Card may be "authorized" or "have funds held" for more than the actual amount of the purchase until the final transaction is complete, which means that those "authorized dollars" are not available for you to spend elsewhere. Furthermore, transactions at certain merchants that authorize high dollar amounts, especially rental car companies and hotels, may cause an "authorization" or a "hold" on your available balance for up to thirty (30) days, which means you will not have access to the authorized dollar amount of these funds during that entire time. This is done to prevent fraud by Card users who may incur transaction amounts in excess of the amount first approved. Please note that we cannot manually release legitimate authorizations without a certified letter or fax from the merchant.

"Split Tender" Transactions. If you do not have enough value available on your Card to complete a point of sale ("POS") transaction, you may instruct the merchant to charge a portion of the purchase to the Card and pay the remaining amount of the purchase with cash, check, or another card. However, some merchants do not allow cardholders to conduct split tender transactions or will only allow you to do a split tender transaction if you pay the remaining amount in cash. We cannot control these limitations.

6. Business Days

Our business days are Monday through Friday excluding holidays. Saturdays, Sundays, and federal holidays are not considered business days, even if we are open.

7. Periodic Statements

You can view your Card activity at no charge online at www.premieraccesscard.com. You will also receive a monthly cardholder statement. You have the option of special ordering a paper copy of a prior statement at any time for $3.00.

8. Returns and Refunds

If you are entitled to a refund for any reason for goods or services obtained with your Card, you agree to accept credits to your Card for such refunds.

9. Receipts

You may get a receipt at the time you make a transaction. You agree to retain your receipts to verify transactions.

10. Confidentiality

We may disclose information to third parties:

1. Where it is necessary for completing transactions;
2. In order to verify the existence and condition of your Card for a third party, such as a merchant;
3. In order to comply with governmental agency, court order, or other legal reporting requirements;
4. If you give us your written permission; and
5. In accordance with our Privacy Statement which has been provided to you.

11. Overdrafts

You may not use your Card to make purchases or obtain cash in excess of your Card Value. We have the right to deny any transaction if the Card Value is not sufficient to cover the transaction and all fees and charges related to the transaction. Your Card is not a credit card and your usage of your Card does not directly or indirectly trigger access to any line of credit, and your Card does not have a credit feature.

An overdraft may result from any transaction using your Card, including a cash withdrawal, a purchase, or an online bill payment by electronic means. Additionally, an overdraft may result from our reversal of a credit posted to your Card pending our investigation of an error you report to us. We have no obligation to notify you before we approve or decline a transaction that would create an overdraft. We don’t charge an OD currently so thought that we should remove.

12. Charges Made In Foreign Currencies

If you make a transaction in foreign currency, it will be converted into U.S. Dollars, and you agree to accept the converted amount. MasterCard International, Inc. will use its currency conversion procedures in effect when processing the transaction. The currency conversion rate will be a rate selected by MasterCard, as applicable, from the range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate MasterCard itself receives, or the government-mandated rate in effect for the applicable central processing date, in each instance, plus a foreign currency transaction fee of 3% of the transaction amount. This fee will be paid to us and applied to all transactions posted to your Card in a foreign currency, including all purchase transactions, cash advance transactions, ATM transactions, and returns and adjustments (e.g., for returned merchandise). The currency conversion rate used on the processing date may be different than the rate that was in effect on the date you conducted the transaction. We do not set the currency conversion rate, and we do not receive any portion of it. We do, however, receive the 3% foreign currency transaction fee.

13. Our Liability for Failure to Complete Transfers

If we do not complete a transfer to or from your Card on time or in the correct amount according to this Agreement, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

1. if there is an authorization hold or your funds are subject to legal process or other encumbrance restricting their use;
2. if, through no fault of ours, you do not have enough Card Value to make the transfer;
3. if the ATM where you are trying to withdraw cash does not have enough cash;
4. if the ATM, POS terminal, network or system involved in your transaction was not working properly and you knew about the breakdown when you started the transfer;
5. if we are prohibited by law or network rules from completing the transfer;
6. if circumstances beyond our control (for example, natural disasters or weather conditions, such as severe storm, earthquake, fire or flood or due to sabotage, war or acts of terrorism) prevent the transaction, despite reasonable precautions that we have taken;
7. if a merchant refuses to accept your Card;
8. if access to your Card has been blocked after you reported your Card lost or stolen;
9. if we have reason to believe the requested transaction is unauthorized; or
10. any other exception stated in this Agreement.

14. Your Liability for Unauthorized Transfers

IF YOU BELIEVE THAT YOUR CARD HAS BEEN STOLEN, LOST, THAT SOMEONE HAS TRANSFERRED OR MAY TRANSFER MONEY FROM YOUR CARD WITHOUT YOUR PERMISSION, TELL US AT ONCE. Telephoning us toll-free at 1-800-845-4889 is the best way of keeping your possible losses down. You may also write us at: PREMIER ACCESS Cardholder Services, P.O. Box 2059, Omaha, NE 68103.

You may be liable for unauthorized use of your Card. You will not be liable for unauthorized use that occurs after you notify us, orally or in writing, of the loss, theft, or possible unauthorized use. In any event, your liability for unauthorized use will not exceed $50. Also, if your statement shows transactions that you did not make, tell us at once. If you do not tell us within sixty (60) days after the statement was made available to you, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time and you were grossly negligent or fraudulent in the handling of your Card. If your Card has been lost or stolen, we will cancel your Card to minimize losses due to unauthorized use.

15. Other Terms

Your Card and your obligations under this Agreement may not be assigned. We may transfer our rights under this Agreement. Use of your Card is subject to all applicable rules and customs of any clearinghouse or other association involved in transactions. We do not waive our rights by delaying or failing to exercise them at anytime. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law, or regulation of any governmental agency, local, state, or federal, the validity or enforceability of any other provision of this Agreement shall not be affected, and in lieu of such invalid or unenforceable provisions there shall be added automatically, as part of this agreement, a provision as similar in terms as may be valid and enforceable, if possible. This Agreement, including the Arbitration provision in Section 18, will be governed by the laws of the State of South Dakota (without regard to its conflicts of law rules) except to the extent preempted or governed by federal law.

16. Amendment/Cancellation/ Expiration

We may amend or change the terms of this Agreement at any time. You will be notified of any change in accordance with applicable law. However, if the change is made for security purposes, we can implement such change without prior notice. We may cancel or suspend your Card or this Agreement at any time. You may cancel this Agreement by returning the Card to us. Your termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination.

If there is a Card Value remaining on your Card upon expiration, the Card Value will be transferred to a new PREMIER ACCESS Prepaid MasterCard if we choose to issue a new Card to you. If we choose not to issue a new Card to you or if we or you cancel your Card for any reason, we will return to you the Card Value remaining on the Card less all amounts owed in connection therewith (including all fees and charges described in this Agreement and the amount of any overdraft). A check made payable to you will be mailed to your most recent postal address as indicated in our books and records.

17. In Case of Errors or Questions About Card Transactions

Telephone or write us at the telephone number or address listed in Section 14, as soon as you can, if you believe your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than sixty (60) days after we sent you the FIRST statement on which the problem or error appeared.

1. Provide your name and Card number.
2. Describe the error or the transaction you are concerned about, and explain, as clearly as you can, why you believe it is an error or why you need more information.
3. Provide the dollar amount of the suspected error.

If you provide this information orally, we may require that you send us your complaint or question in writing within ten (10) business days. We will determine whether an error occurred within ten (10) business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to forty-five (45) days to investigate your complaint or question. In such cases, we will credit your Card within ten (10) business days for the amount you think is in error, so that you will have the use of the money during the investigation. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business days, we may not credit your Card. For errors involving new Cards, point-of-sale, or foreign-initiated transactions, we may take up to ninety (90) days to investigate your complaint or question. For new Cards, we may take up to twenty (20) business days to credit your Card for the amount you think is in error. We will tell you the results within three (3) business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that were used in our investigation.

18. Arbitration.

"Arbitration" is a means of having an independent third party resolve a Dispute. A "Dispute" is any controversy or claim of any type or nature between you (or any authorized user) and us or our employees, officers, directors, attorneys, and other representatives and agents including, without limitation, servicers, marketers, and assignees, arising out of or in any way relating to this Agreement or your Card (including any matters pertaining to marketing, collections or this Arbitration agreement and any claims under the Truth-in-Lending Act, Federal Trade Commission Act or the Fair Debt Collection Practices Act and whether the Dispute relates to matters which arose before or after your Card is issued). You agree that this is a contract involving interstate commerce which is subject to the Federal Arbitration Act and that any Dispute shall be settled by binding arbitration in accordance with the rules and procedures of the American Arbitration Association ("AAA") relating to consumer disputes. To find out how to initiate arbitration or more about AAA arbitrations, call 1-800-925-0155, visit AAA’s website at www.adr.org, or simply call any office of the AAA for more information. The arbitration will be held in the federal judicial district in which you reside, unless all parties agree to a different location. You and we agree that the arbitrator has no authority to conduct class-wide proceedings and will be restricted to resolving the individual disputes between the parties. The arbitrator otherwise has the ability to award all remedies otherwise available by statute, at law or in equity to the prevailing party and the authority to determine whether a particular claim is arbitrable. We agree to pay all fees and costs charged by AAA in connection with the arbitration. The prevailing party in the arbitration will be entitled to the recovery of reasonable attorneys’ fees and the costs of arbitration, as determined by the arbitrator. Judgment upon the award rendered by an arbitrator may be entered in any court having jurisdiction thereof. YOU UNDERSTAND THAT IN ARBITRATION YOU WILL NOT HAVE THE RIGHT TO GO TO COURT, TO HAVE A JURY TRIAL, TO ENGAGE IN PRE-ARBITRATION DISCOVERY (EXCEPT AS PROVIDED FOR IN THE ARBITRATION RULES), OR TO PARTICIPATE AS A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS OR ACT AS A PRIVATE ATTORNEY GENERAL PERTAINING TO ANY DISPUTE. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE IN ARBITRATION. If any portion of this Arbitration agreement is subsequently deemed unenforceable, the enforceability of any other provision of this Arbitration agreement shall not be affected and the unenforceable term shall be amended such that it is enforceable to the maximum extent permitted by law; provided, however, if the provision regarding class wide arbitration is deemed invalid or unenforceable in whole or in part, then this entire arbitration section shall be deemed invalid and unenforceable. This Arbitration agreement shall continue in effect even if your Card is cancelled, terminated, or assigned to another party.

The validity, effect, and enforceability of this waiver of class action lawsuit and class-wide arbitration is to be determined solely by a court of competent jurisdiction and not by the arbitration firm or arbitrator. If the court refuses to enforce the class-wide arbitration waiver, or if an arbitration firm or arbitrator fails or refuses to enforce the waiver of class-wide arbitration, you and we agree that the Dispute will proceed in court and will be decided by a judge, sitting without a jury, under applicable court rules and procedures.

Right to Opt Out. If you do not wish your Card to be subject to this arbitration agreement, you must advise us in writing by contacting us at PREMIER ACCESS Cardholder Services, PO Box 1348, Sioux Falls, SD 57101-1348. Clearly print or type your name and Card number and state that you reject arbitration. You must give written notice, and it is not sufficient to telephone us. Send only your notice to reject arbitration; do not include the notice with other correspondence to us. We must receive your letter at the above address within sixty (60) days after the date this Agreement was provided to you or your rejection of arbitration will not be effective.

19. Cardholder Address Changes

Should your address change you are required to notify us of that change. Telephone or write us at the telephone number or address listed in Section 14.

** USA PATRIOT Act: Importantinformation about procedures for opening a new card. 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 or entity that opens a card. What this means for you: When you enroll for a card, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license, if applicable, or other identifying documents.