Mississippi State University Alumni, Inc. - Page 4

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          B.   Peoples Bank & Trust                                                   
               Peoples Bank & Trust (PB&T), a bank the principal office of            
          which is in Tupelo, Mississippi, was engaged in the credit card             
          business, including issuing affinity credit cards.  An affinity             
          credit card is a card designed for and marketed to members of a             
          group or organization.  PB&T received finance charges, merchant             
          fees, and interchange income from affinity credit cards it had              
          issued.                                                                     
               In 1987, PB&T told petitioner it would like to issue                   
          affinity credit cards for petitioner.  Later in 1987, petitioner            
          sent letters to several financial institutions, including PB&T,             
          seeking proposals for an affinity credit card program.1  The                
          letter detailed the major features petitioner wanted in any                 
          proposal.                                                                   
               Edwin Brown (Brown), a vice president of PB&T, answered                
          petitioner's letter and represented PB&T in affinity credit card            
          negotiations with petitioner.  PB&T wanted permission to use                
          petitioner's mailing list, marks, and logos.                                








               1Respondent contends that petitioner initiated the first               
          contact with PB&T.  We have found otherwise on the basis of                 
          Grafton’s and Edwin Brown's testimony.  Respondent adduced no               
          evidence to the contrary.                                                   




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