Barclays Bank Delaware ("Barclays") reserves the right to change the APR as described in these terms and conditions after the credit card account ("Account") is opened, and in accordance with the Cardmember Agreement, Delaware law and the Federal Truth in Lending Act.

*Introductory Rate Notice: Subject to applicable federal and Delaware law, if you do not timely pay at least the minimum due, your payment is not honored by your bank, or you exceed your credit line, your introductory rate may end early and/or may be increased to the Penalty APR.

^† Penalty APR: Subject to applicable federal and Delaware law, if your payment is received late, you fail to pay at least the minimum due, your payment is not honored by your bank, or your balance exceeds your credit card line, the APRs on your account may be increased to the then applicable Penalty APR. The applicable Penalty APR that will be applied to your Account will be determined based upon our review of your credit history (including your credit performance with other creditors). The Penalty APR will increase or decrease with changes in the Prime Rate.

Credit Performance: After your Account is opened, we will periodically review your credit performance. If you do not maintain your credit performance, we may change your Account terms.

**The Prime Rate used in determining the APRs used on your Account each billing cycle will be the highest rate published in the Money Rates column of The Wall Street Journal on either the first or last day of each billing cycle. The APRs, which are subject to a minimum APR, are current as of 06/24/2010 using a Prime Rate of 3.25%.

I understand that this offer to establish a Visa Account is offered to me by Barclays Bank Delaware, located in Wilmington, Delaware.

About Your Credit Report
You agree that Barclays has the right to obtain a current credit report in connection with our review of your application and, subsequently, in connection with a requested charge to your Account, the renewal of your Account, or a change in your credit line; and that we have the right to report to others our credit experience with you. Upon your request, we will tell you the name and address of each consumer reporting agency from which we obtained a consumer report about you.

Omission of any information requested on this application may result in a denial of credit.

Depending on your credit review, you may receive a Platinum card. Platinum benefits differ from Signature benefits. Please review the materials provided with your Cardmember Agreement for more details.

This offer is available only to applicants who are permanent residents of the United States, with the exception of Puerto Rico.

Barclays reserves the right to change at any time the benefits and features associated with the card or Account after your Account is opened.

This offer may not be available to you if you already have a Credit Card account with Barclays.

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 to you: When you apply for an Account, 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 copies of identifying documents.

Notice to Married Wisconsin Residents
No provision of any marital property agreement, unilateral statement under Section 766.59 of the Wisconsin statutes, or court order under Section 766.70 adversely affects the interest of the creditor, Barclays Bank Delaware, unless the Bank, prior to the time the credit is granted or an open-end credit plan is entered into, is furnished a copy of the Agreement, Statement or Decree, or has actual knowledge of the adverse provision. IF I AM A MARRIED WISCONSIN RESIDENT, CREDIT EXTENDED UNDER THIS ACCOUNT WILL BE INCURRED IN THE INTEREST OF MY MARRIAGE OR FAMILY.

Transferring Your Balances. Here's How it Works:
Upon approval of your application we will provide you with your Cardmember Agreement and to the extent permitted by your credit line process the payment to the credit card account(s) which you have requested, resulting in the balance being reduced by the amount of the payment. The amount available on your Barclays account will be reduced by the amount of the Balance Transfer. The payment will be shown on your online statement as well as your monthly statement. Your other credit card account will not be closed, even if you have paid your entire balance. You must contact the other credit card companies to close your other account. Barclays reserves the right to decline to process any Balance Transfer request and will process requests in the order requested within the credit line assigned to you Account. We will not process a request to transfer a balance from any other Account you may have with us. It is possible that your credit line amount may be lower than the Balance Transfer(s) requested. If this should occur, Barclays will process Balance Transfers up to a total amount which is sufficiently below the credit line so you do not exceed your credit line.

A balance transfer may take up to 3 weeks to post to your other credit card accounts. Please review your other credit card accounts to determine if you need to make a payment to avoid fees or penalties.

Subject to applicable federal and Delaware law, Barclays will allocate your payment to lower APR balances before higher APR balances. This means that your savings may be lower if you engage in transactions that result in balances subject to higher APRs.

Information Sharing:
Barclays' Privacy Policy is available online at www.BarclaycardUS.com. Upon approval, Barclays Bank Delaware will share relevant information with DIRECTV and the Rewards Program administrator, Enhancement Services Corportaion ("ESC Loyalty") as needed to fullfill the Rewards Program and Auto-Bill-Pay.

The DIRECTV Rewards Program Terms and Conditions

General
The Program Terms are separate from the terms of your Cardmember Agreement: however, any claim arising from participation in the Rewards Program (or the "Program") is subject to the arbitration provisions of your Cardmember Agreement, other than any claims related to DIRECTV hardware or programming which shall be governed by the terms of the DIRECTV Customer Agreement. From time to time Barclays Bank Delaware ("Barclays" or "we") may change the Program Terms. When any change is made, we will post revisions at www.BarclaycardUS.com and/or we will notify you in writing, as applicable. It is your responsibility to review the Program Terms to be aware of any changes.

Barclays reserves the right to alter, change, or terminate any Program feature or benefit prospectively after notice to you, including, without limitation, point accrual or redemption criteria, and to cancel or temporarily suspend the program at any time without notice. We may change the number of points earned for spending or the number of points required to redeem rewards, and/or impose caps and/or fees on earning or redeeming points, and/or cancel rewards.

In these Program Terms, we will refer to you as "you," "your," or as the "Cardmember."

Eligibility Rewards Program eligibility is restricted to individuals who maintain a DIRECTV Rewards Visa Card credit card ("Card") account in good standing as that term is defined in your Cardmember Agreement.

Membership will be renewed automatically each year as long as your account is in good standing, unless Cardmember notifies Barclays of cancellation.

All DIRECTV hardware and programming Rewards may only be redeemed by a Cardmember for a DIRECTV service account in Cardmember's name or a DIRECTV service account located at the current Cardmember's mailing address on file with Barclays. The applicable DIRECTV service account must be in "good standing" as determined by DIRECTV in its sole discretion in order to redeem hardware and programming Rewards. There may be additional eligibility restrictions for particular Rewards. See the individual item terms and conditions for details. Hardware and programming Rewards may not be gifted.

You may only redeem one Reward classified as a Once in a Lifetime Reward per 12 month period per Cardmember account.

Earning points
Cardmember will earn one point for each $1.00 of Net Purchases on his or her Card account. "Net Purchases" shall mean purchases of goods and services made by Cardmember or any authorized user of such account for personal, family, or household purposes minus any returns or refunds. Points will only be earned for charges incurred for personal, family, or household purposes. Cardmembers do not earn points on balance transfers, convenience checks, cash advances and unauthorized charges, unless specified otherwise in writing by Barclays. Points are not earned for fees of any kind, such as finance charges, late payment fees, annual fees, over limit fees, balance transfer fees, convenience check fees, and cash advance fees.

Point accrual will begin upon the Enrollment Date in the Program. No retroactive points will be awarded. "Enrollment Date" is defined as the first business day after the day in which the Cardmember activates the Card.

Points are considered earned when they are posted to the redemption system. Points will be updated daily. Points may take up to 5 to 10 days to be posted following a qualifying purchase. Questions as to what constitutes program eligibility or a qualifying transaction, as well as any exceptions, are at the sole discretion of Barclays. Barclays reserves the right to verify and adjust points at any time prior to or following posting and redemption. Points will be awarded and can be redeemed for Rewards only if the Cardmember maintains his/her Cardmember account in good standing. Barclays has the right not to award points if your account is not in good standing.

Points will expire three years from the end of the billing cycle in which they were earned. Points redeemed and expired points will be based on a first-in, first-out process.

Points earned are not transferable, have no cash value and cannot be used as payment of obligations to Barclays.

Points can be purchased for $30 per 1,000 up to 2,000 points as part of a redemption and only twice per calendar year. Points purchases are not eligible to earn points. Purchase of points must be charged to your Card.

Bonus Points: 1,000 Bonus Points will be awarded upon enrollment in recurring billing at the time of application only. See Recurring Billing terms and conditions below.

Point Redemption
Points can be redeemed online by logging into your Barclays account at www.BarclaycardUS.com. In addition, the Barclays Rewards Service Center toll free number is 1-866-643-7407 and can be used for redemptions or inquiries. Our Redemption Specialists are available to help you redeem points for Rewards and answer redemption-related questions from 9AM - 8PM ET. Our Redemption Center will be closed the following holidays: New Year's Day, Memorial Day, Independence Day (July 4th), Labor Day, Thanksgiving Day, and Christmas Day. Restrictions may apply, see reward terms and condition prior to redeeming for a reward.

Redeemed Rewards are not refundable, replaceable, or transferable for cash, credit, other Rewards, or points under any circumstances. Barclays and participating merchants are not responsible for replacing lost, stolen, or mutilated gift certificates, gift cards, or tickets.

All Rewards are subject to availability. Certain Rewards are available only during the time periods described in the Program communications. Merchants participating in the Program are subject to change. Some Rewards have limited availability. Substitutions that we deem to be of equal or greater value may be necessary. Items may have specific redeem by dates that must be observed or the items will become unavailable; in these instances, points will be returned to the Cardmember's account. Some Rewards have limited quantities and once redeemed will no longer be available. Country of item's origin may change. Some merchandise Rewards cannot be shipped to addresses that are outside the United States.

We reserve the right to modify or cancel any Reward at any time.

All Rewards will be sent to the current Cardmember's mailing address on file with Barclays unless otherwise authorized by Barclays.

Allow 4-6 weeks for delivery of the redeemed Reward. In certain circumstances the delivery time may be longer. Expedited delivery of a Reward is available upon request. There is a fee associated with this service.

Any incidental charges incurred in connection with redeeming a Reward will be your sole responsibility. This includes travel or accommodations not already included as part of a Reward. The Cardmember is responsible for payment of any passenger facility charges, air segment taxes, departure taxes, customs fees, excess baggage charges or any other charges assessed by governmental entities or airlines as a result of travel under this Program.

Determination and payment of tax liability related to participation in the Program are the sole responsibility of the Cardmember.

Fraud or abuse relating to the accrual of points or redemption of Rewards may result in forfeiture of accrued points as well as cancellation of membership in the Program.

Vacation Packages
Unless otherwise specified in the individual Reward terms and conditions, all travel packages must be booked a minimum of 60 days prior to travel date or Cardmember may incur additional fees. Traveler must meet the eligibility requirements established by the travel provider. Travel packages may only be booked through the Barclays Rewards Service Center, unless otherwise specified in the Reward terms and conditions. Travel packages may not be combined with upgrade certificates, frequent traveler promotions or other reward programs, promotional or discount certificates/vouchers, Internet fares, companion fares, group travel, convention fares or special rate programs. Travel packages that have been booked may not be cancelled and are not eligible for any refund in part or whole. No interim price reductions will be considered or offered once the booking has been completed. After booking, any additional special handling may result in the imposition additional fees. Bookings made less than 60 days prior to a travel date may result in the imposition of a special handling fee/per traveler in addition to other fees imposed by the travel provider. Vacation packages do not include airfare unless specifically stated as part of the package.

It is your responsibility to obtain and have possession of valid proof of citizenship or naturalization, vaccination certificates and/or visas before boarding a vessel or entering another country. We will not grant refunds, credits or substitutions if improper proof of citizenship or naturalization documents results in your being denied boarding or entry.

Gift Certificates and Gift Cards
Gift certificates and gift cards (Gift Cards) are distributed as Rewards only and are not for sale. Gift Cards are issued directly by the merchant at which they may be used to purchase goods or services, including, where applicable, goods and services available on the internet. The terms and conditions of each Gift Card are established by the issuing merchant. You should read the merchant's terms and conditions carefully before selecting a gift card as a Reward.

Redemption Processing and Shipment Gift Cards
Gift Cards will be processed the next business day and will be delivered by US Postal Service, 1st Class Mail, postage prepaid within 7 to 10 days of the redemption. Next day or 3- to 5-day express delivery via Federal Express is available for an additional charge. Saturday delivery is available and will also be subject to an additional charge. All additional shipping charges for express shipping will be the sole responsibility of the Cardmember and will be charged to the Cardmember's Card at time of redemption.

Merchandise
Unless otherwise specified herein, Merchandise rewards include applicable sales tax and shipping and handling (via first-class Mail, ground delivery or motor freight service within the continental U.S.). Merchandise will not be delivered to P.O, A.P.O, or F.P.O boxes. Merchandise will be shipped to current Cardmember's mailing address on file with Barclays unless otherwise authorized by Barclays. For security reasons, parcel or motor freight couriers may contact Cardmember to arrange delivery of merchandise. It is the responsibility of the Cardmember to respond to the courier in a timely and reasonable manner to facilitate the delivery process. Additional shipping and handling fees for merchandise returned to vendor due to Cardmember's failure to make delivery arrangements will be the responsibility of the Cardmember. Additional shipping costs for delivery of merchandise rewards to Alaska and Hawaii (if possible) will be the responsibility of the Cardmember. Please allow four to six weeks for delivery from time of order. The Cardmember will be notified of any delays by postcard, letter or phone call. All merchandise reward orders are subject to product availability and Barclays reserves the right to substitute merchandise of equal or greater value. Cardmember will be notified if the merchandise reward ordered is not available and when it will become available. Barclays reserves the right to alter or substitute any or all merchandise rewards at any time without prior notification. Returns are only accepted for merchandise that is damaged, defective, or incorrectly shipped. Notification of same must be made within 48 hours of delivery and must be returned within 30 days for credit or shipment of replacement item. If the item is damaged or defective please contact the Barclays Rewards Customer Service Center at 1-866-643-7407 to report the problem and obtain assistance. The manufacturer's warranty applies to all merchandise rewards.

Recurring Billing Program for DIRECTV - Auto-Bill-Pay
The DIRECTV Rewards Visa Card includes automatic enrollment in the DIRECTV Auto-Bill-Pay service for approved Cardmembers unless you elect to opt-out of DIRECTV Auto-Bill-Pay service on the credit card application. The Auto Bill amount will not be subject to interest in the cycle it is incurred so long as your payment is greater than the amount of your monthly DIRECTV bill. As a member of the Auto-Bill-Pay program, you agree that you will no longer receive paper statements for your DIRECTV service bill in the mail. As long as your DIRECTV Rewards Visa Card account remains in good standing and you have sufficient available credit, your monthly DIRECTV service bill will be automatically charged to your DIRECTV Rewards Visa Card account. If you are already enrolled in DIRECTV Auto-Bill-Pay with another credit card and you do not opt-out on the credit card application, your monthly DIRECTV service bill will be automatically charged to your DIRECTV Rewards Visa Card account. If you do not wish to participate in the Auto-Bill-Pay program, you must opt-out on your DIRECTV Rewards Visa Card credit card application. If you wish to discontinue Auto-Bill-Pay at any time after your Account is opened, you can do so by calling 1-800-531-5000.

Customers receiving bundled service from a preferred DIRECTV provider (phone, internet and DIRECTV service) will not have their charges automatically billed to their DIRECTV Rewards Visa Card credit card.

Other Restrictions
Every effort has been made to ensure that the information provided is accurate. Barclays is not responsible for errors or omissions.

NEITHER BARCLAYS NOR DIRECTV, INC. SHALL BE LIABLE FOR ANY BODILY HARM AND/OR PROPERTY DAMAGE, OR CONSEQUENTIAL DAMAGES THAT MAY RESULT FROM PARTICIPATION IN THE PROGRAM OR OF ANY PROVIDER'S PROVISION OF OR FAILURE TO PROVIDE ANY OF THE SERVICES OR BENEFITS OF THE PROGRAM, FOR ANY REASON.

Void where prohibited by federal, state or local law.