Mississippi State University Alumni, Inc. - Page 5

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          C.   The 1987 Affinity Credit Card Agreement                                
               On November 20, 1987, petitioner and PB&T agreed (1987                 
          agreement) that PB&T would administer an affinity card program              
          targeted to petitioner's members.                                           
               1.   Terms of the 1987 Agreement                                       
               The 1987 agreement was to be effective for 3 years.                    
          Thereafter, it would be automatically renewed for terms of 1                
          year, unless either party notified the other in writing at least            
          90 days before the end of the initial or current renewal term               
          that it would not renew the agreement.                                      
               PB&T agreed to apply its customary credit policies to credit           
          card applications from petitioner's members.  Cardholder                    
          agreements between PB&T and the cardholders were to govern cards            
          that PB&T issued.                                                           
               PB&T offered the VISA Classic and MasterCard Red and Ochre             
          under the 1987 agreement.  PB&T agreed to charge each cardholder            
          an annual fee of $9, to use an interest rate of 15.96 percent,              
          and to consult with petitioner before raising the rate.                     
               PB&T agreed to provide the following services at no cost to            
          the cardholders:  $200,000 air/common carrier insurance,                    
          collision damage waiver on automobile rental, emergency cash                
          service, and a travel service.  PB&T agreed to offer credit life            
          insurance, credit disability insurance, and unemployment                    
          insurance to cardholders at the cardholder's expense.                       






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