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This consent to receive electronic disclosures does not apply to any disclosure other than the Important Terms contained on this application and, as a result, you cannot withdraw your consent once provided.

If you do not consent to receive electronic Important Terms, we will be unable to process your application. By clicking the "I agree" button, you understand and agree to receive the Important Terms. You confirm that you will have the software and computer equipment necessary to view and save the disclosures described above. The Important Terms are not available in paper form.

Important Terms

PLEASE PRINT AND RETAIN FOR YOUR RECORDS.

Interest Rates and Interest Charges
Annual Percentage Rate (APR) for Purchases	A variable APR of 13.99%, 18.99%, or 23.99% (as of 02/01/10) will apply depending on our review of your creditworthiness. The rate will vary with the market based on the Prime Rate.
APR for Balance Transfers	A fixed introductory rate of 5.99% will apply through the first nine billing cycles of your Account. After that, a variable APR of 13.99%, 18.99%, or 23.99% (as of 02/01/10) will apply depending on our review of your creditworthiness. The rate will vary with the market based on the Prime Rate.
APR for Cash Advances	Variable APR of 25.24% (as of 02/01/10). The rate will vary with the market based on the Prime Rate.
Penalty APR and When it Applies	Up to 28.99% for purchases and balance transfers and up to 28.99% on cash advances based on our review of your creditworthiness. This APR may be applied to your account if you (1) Fail to make the minimum payment by the payment due date; (2) Exceed your Cash Advance Limit or your Total Credit Limit; (3) Provide false information to us; (4) Use the Account for an illegal transaction; (5) Do not pay debts (including other accounts with us) when due; (6) Make a payment that is returned or dishonored; or (7) Fail to keep a promise under the agreement or we believe you will not keep a promise, including making payments. How Long Will the Penalty APR Apply? If your APRs are included due to any default (as described above), the Penalty APR will apply indefinitely.
Paying Interest	Your due date is at least 27 days after the close of each billing cycle. We will not charge you interest on purchases if you pay your entire balance by the due date of each month. You will pay interest on Cash Advances, Balance Transfers and Convenience Checks from the transaction date, unless promotional terms apply.
Minimum Interest Charge	If you are charged interest, the charge will be no less than $2.00.
For Credit Card Tips From the Federal Reserve Board	To learn more about factors to consider when applying for or using a credit card, visit the website of the Federal Reserve Board at http://www.federalreserve.gov/creditcard.

Fees
Annual Fee	None
Transaction Fees	Balance Transfer Either $10 or 4% of the amount of each transfer, whichever is greater Cash Advance Either $10 or up to 3% of the amount advanced, whichever is greater Either $20 or 5% of the transaction for certain Cash Equivalent Transactions, whichever is greater Foreign Transaction Either $1.50 or 3% of the U.S. dollar amount of transactions in a foreign country, whichever is greater
Penalty Fees	Late Payment $19.00 on balances less than $100; $29.00 on balances of $100.00 — $249.99; $39.00 on balances of $250.00 or more; Returned Payment $20

How We Will Calculate Your Balance: We use a method called "average daily balances (including new purhcases)." See Cardholder Agreement for more details.
Loss of Introductory Rate: We may end your introductory APR and apply the Penalty APR if any event included in the description of Penalty Rate above applies.

The information about the costs of the cards described in this application is accurate as of 02/01/10. This information may have changed after that date. To find out what may have changed, call us toll-free at 1-888-326-9565 or write to us at Kroger Personal Finance, P.O. Box 18211, Bridgeport, CT 06601-3211.

In this Important Information section and offer, the words "you," "your" and "Borrower" mean anyone who signs the Acceptance Certificate or otherwise agrees to be obligated under this Disclosure Statement. The words "we," "our" and "Bank" mean RBS National Bank, Bridgeport, CT, an affiliate of The Royal Bank of Scotland Group (or any subsequent holder of the Agreement or any balances under the Account), issuer of the credit card and the creditor of the KROGER PERSONAL FINANCE® Fred Meyer Rewards® MasterCard® Account.

IMPORTANT INFORMATION. TERMS OF OFFER.

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 Fred Meyer Rewards 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.

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 Fred Meyer 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 Fred Meyer 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 Fred Meyer 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.

The minimum gross annual income required for a Fred Meyer 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.

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 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.

The Fred Meyer Rewards® MasterCard® is issued by the Bank on behalf of Kroger Personal Finance®.

Fred Meyer Rewards® MasterCard® Program Summary

You are automatically enrolled in both the Fred Meyer Rewards® MasterCard® Program and the Fred Meyer Rewards® store program when your Fred Meyer Rewards® MasterCard® Account is opened.

Your Account must remain open to earn and redeem Rewards Points. If your Account is in Default under the terms of this Agreement including if the Bank has withdrawn or suspended your right to use your Account, you will not earn any Rewards Points or receive any Rewards Points previously earned. If you bring the Account back to good standing, you will be eligible to begin to earn new Rewards Points.

If your Account is closed by you or by the Bank, any Rewards Points which have been earned, but for which no Rebates have been issued, will be forfeited, however, if your Account is closed by the Bank for fraud or a lost or stolen card and the Bank issues a replacement Fred Meyer Rewards® MasterCard® Card to you, we will transfer any earned but not yet awarded Rewards Points to your replacement Fred Meyer Rewards® MasterCard® Account.

Rewards Points are earned each time you make an eligible purchase using your Fred Meyer Rewards® MasterCard®. You earn 1 Rewards Point for every $1.00 of Net Purchases in a single transaction. Net Purchase is defined as the dollar value of the goods and services purchased with the Fred Meyer Rewards® MasterCard®, minus any credits, returns or adjustments as reflected on your monthly Account Statement.

You do not earn Rewards Points on the following transactions with your Fred Meyer Rewards® MasterCard®: Balance Transfers, Convenience Checks, Cash Advances, travelers' checks, Account Fees, taxes, Finance Charges, and Purchases at the Kroger Family of Fuel Centers, including but not limited to the Fred Meyer® Fuel Centers. For an up-to-date list of participating stores, visit www.Kroger.com. From time to time we may offer special promotions to provide additional opportunities to earn Rewards Points.

The whole dollar amount of Purchases will be used to determine the Rewards Points earning. [For example, a Purchase of $24.50 will earn 24 Rewards Points.]

A cardholder's earned Rewards Points will accrue based on purchases that post to his or her Fred Meyer Rewards® MasterCard® Account for the current Rewards cycle. There is no maximum to the number of points a customer can earn in any given Rewards cycle.

The Rewards Points earned on the Fred Meyer Rewards® MasterCard® are sent to Fred Meyer, who manages the fulfillment of Fred Meyer Rewards® Rebates. A Cardholder must accumulate a minimum of 500 points in the Rewards cycle to qualify. At the end of each Rewards cycle, Rewards Points are tallied and Rebates are sent by Fred Meyer to those that qualify. Points are set to zero at the beginning of each new cycle.

Rebates are worth 1% of your total points earned, rounded up to the nearest increment of 50¢. For example, a Cardholder with 827 points would receive a Fred Meyer Rewards® Rebate in the amount of $8.50 (827 points X 1% = $8.27, which rounds up to $8.50). The Rebate will be sent by Fred Meyer in the form of a voucher, similar to a coupon.

Rebates can be redeemed by you at any Fred Meyer store in an amount that equals or exceeds the value of the Rebate. Where the purchase is less than the value of the Rebate, no cash refund will be given for the difference. Rebates have no cash value; they may be used only to purchase merchandise at Fred Meyer. Rebates may not be used for ineligible items including, but not limited to, Gift Card or Money Order purchases, postage, alcohol, tobacco, transit passes, lottery, fees, game licenses, U.S. Forest Service passes, Fuel Stop, prescriptions, phone activation, Western Union services or tickets.

Each Rebate expires on the date printed on the Rebate.

Neither the Bank nor Kroger Personal Finance® has any responsibility for lost, stolen, missing or otherwise damaged or destroyed Rewards Rebates.

The Fred Meyer Rewards® MasterCard® Program is offered by Kroger Personal Finance®. The Bank (the issuer of the Fred Meyer Rewards® MasterCard®) disclaims any responsibility for the Fred Meyer Rewards® MasterCard® Program or failure to award Rewards Points or failure to redeem Rebates.

You will receive other materials about the Fred Meyer Rewards® MasterCard® Program or messages on your Account Statement from time to time which become part of the Fred Meyer Rewards® MasterCard® Program.

Your Rewards Points will appear at the bottom of your Fred Meyer receipts and are available Monday through Friday, from 7AM-6PM Pacific Time, at 1-866-518-2686.

For questions concerning your credit card Account contact Fred Meyer Rewards® MasterCard® at 1-888-325-9565.
For questions about your Rewards Points, Rebates or Rewards Cycles contact Fred Meyer Rewards® at 1-866-518-2686.

Our determination as to application of the Fred Meyer Rewards® MasterCard® Program Terms and Conditions to Cardholders shall be final and conclusive. We reserve the right to add to, amend, terminate, or change the terms of the Fred Meyer Rewards® MasterCard® Program at any time.

The Fred Meyer Rewards® MasterCard® Program is void where prohibited by Federal, state or local law. You are solely responsible for any personal tax liability related to your participation in the Fred Meyer Rewards® MasterCard® Program or as a result of Rewards Points accumulated or redeemed.

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 Fred Meyer Rewards® MasterCard® Program. The information furnished to Kroger in connection with the Fred Meyer Rewards® MasterCard® 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 Fred Meyer Rewards® MasterCard® 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.