These Program Rules contain the terms and conditions of the Ty Inc. Points Program and include information describing special promotional offers; how to earn and use reward points and other important program conditions and limitations. Please read this document carefully and keep it in a safe place. Any use of your Ty Inc. credit card account will constitute your acknowledgement of each of the terms described below and the terms of the Credit Card Agreement, including its provisions regarding the use of arbitration to resolve Claims. This document is not part of the Credit Card Agreement.

The Ty Inc. credit card program has been designed, developed, and is administered by FIA Card Services, N.A. (also referred to as "we", "our" or "us"). The Ty Inc. Points Program (the "Program") is sponsored by Ty Inc. ("TY"), for the benefit of holders of the TY credit card (the "Card").

As used herein, "Cardholder," "Participant," "you," and "your" refer to the applicant and co-applicant, if any, who individually or jointly apply and are approved by us for the Card. Approval for the Card shall result in the establishment of a credit card account and concurrent membership in the Program. If your membership in the Program should cease because of an action taken by TY, and you are otherwise eligible, we may, at our discretion, issue a replacement credit card account to you. A replacement credit card account will not provide you with access to any Program benefit.

TY cardholders are automatically enrolled in the Program at no additional cost. Participation in the Program allows a Cardholder to qualify for special promotional offers and to earn and use TY Reward Points ("Point(s)"). You may earn up to five thousand (5,000) Points per periodic billing cycle ("Month"). Points are redeemable for a variety of TYbranded merchandise (the "Rewards"). From time to time, the Program may offer special promotions. Details about each such offer will be provided at the time that the offer is made available.

a) After using the Card to make an initial purchase transaction, the Cardholder will receive a specially selected Beanie Baby®, not available for purchase by the general public. The Beanie Baby® will be sent 10-12 weeks after the first retail transaction date.

b) Each year, (i.e., twelve (12) consecutive periodic billing cycles, beginning with the Month during which the account was opened) for so long as the Program is in operation, when a Cardholder transacts a total of five thousand dollars ($5,000) in new net retail purchase transactions, the Cardholder will receive one (1) specially selected Beanie Baby® not available for purchase by the general public. Shipping and handling is included.

c) Points are redeemable for a variety of Rewards. A list of the current selection of Rewards is available by visiting www.ty.com. Shipping and handling is included for all Rewards. Any other miscellaneous charges including, but not limited to taxes, are not a Program benefit and may be the responsibility of the Cardholder, as applicable.

1. Participation - To be eligible to participate in the Program, your Card must be open and have charging privileges. Corporations, partnerships, and other entities may not participate. Cardholders must reside within the United States or Puerto Rico.

TY and/or FIA Card Services, N.A. reserve the right to disqualify any Cardholder(s) from participation in the Program if, in the judgement of TY and/or FIA Card Services, N.A., the Cardholder(s) has violated any of the terms and conditions of these Rules or the terms or conditions of the Credit Card Agreement or any subsequent revisions or amendments of either. Disqualification may result in termination of the Cardholder's participation, termination of the participation of others with the same account, and/or loss of accumulated Points.

2. Earning Points - Point earnings are based on the new net retail purchase transaction volume (i.e., purchases less credits, returns and adjustments ("Net Purchases(s)")) charged to the Card during each periodic billing cycle ("Billing Cycle") by the Participants ("Net Purchase(s)"). Earn 1 Point for each Net Retail Purchase dollar. Fractions of Points are rounded to the nearest whole point and subject to verification. A Cardholder may earn a maximum of 5,000 Points each Month. Points are not negotiable, they have no cash or monetary value and may not be used to pay off or pay down any credit card balance.

3. Eligible Purchases - Purchases of goods and services charged to the Card by the Cardholder, joint Cardholder and authorized user(s), if any, are eligible to earn Points. Unauthorized transactions, including those made with a lost, stolen, canceled or fraudulent Card; returns, or other transactions subject to credit or adjustment; balance transfers, bank cash advances, direct deposit cash advances, credit card cash advance check transactions, Automated Teller Machine (ATM) withdrawals; credit insurance, debt cancellation charges; purchases of money orders, person-to-person money transfers, wire transfers, bets, lottery tickets and casino gaming chips and other non-product/service transactions are not eligible for Point earnings.

4. Life of Points - Points accumulate for a maximum of thirty-six (36) Months from the date they are first posted to the account (this is the date the Points are earned, it is not the same as the transaction date). After the thirty-seventh (37) Month, Points earned during the first Month will expire and Points earned during the thirty-seventh Month will be added in their place, and so on. In order to redeem Points, your Card must be open and have active charging privileges. In the event your account is closed because it is not in good standing (or for any other reason described in this document or the Credit Card Agreement) Points will be forfeited and expire without value.

Should TY terminate the Program, each Participant must use all of his or her accumulated Points within three (3) years (36 Months) from the date the last Point was posted to the account. Should a Participant choose to close their TY credit card account, any accumulated but unredeemed Points will be irrevocably forfeited as of the day after the account is closed.

5. Statements - Information about the Program and Point earnings will be included on the periodic billing statement (the "Statement") sent to you by us. Questions or disputes concerning your Points will be determined according to the Program Rules in effect at the time the purchase transaction was first posted to your Card. All discrepancies regarding Points must be brought to the attention of FIA Card Services, N.A. within six (6)months from the posting date of the transaction for which the adjustment is sought. Such discrepancies are not the same as billing disputes and the separate resolution requirements that are applicable to them. Refer to your Statement for details about credit card billing disputes. If an adjustment to your Point total causes you to receive a Reward you were not otherwise entitled to, or if you redeem more Points than you are entitled to, you agree you owe us the value of such excess redemption: FIA Card Services, N.A. has the right to reduce your Points accordingly, withhold any subsequent Points and/or Rewards, and/or collect any amount(s) you owe, in any appropriate manner, including, but not limited to, the posting of an equivalent debit in the form of a cash advance to the Participant's Card.

6. Redeeming Points for Rewards - Points may be used to obtain Tybranded merchandise. To redeem Points for Reward(s), the Cardholder should call us at (800) 421-2110. The Reward(s) will be sent 10-12 weeks after the request is made and if multiple items are requested best efforts will be made to ship all items together. If you do not receive your Reward within the indicated time frame, you must contact us within 90 days from the date of your request for the Reward. After 90 days, if we have not heard from you and the records maintained by us indicate that your Reward was fulfilled, you will be deemed to have received your Reward, and it will not be replaced even if it is reported missing. All Rewards are sent to the Cardholder's billing address within the United States or Puerto Rico. Rewards cannot be sent to an alternate address.

Once Points are redeemed, Rewards merchandise selection cannot be changed, canceled or exchanged by the Cardholder.

The selection of Rewards is subject to change and availability. TY and/or FIA Card Services, N.A. reserve the right to substitute an item of equal or similar value in the event a chosen reward is unavailable. Rewards are Not For Resale and are distributed for the personal use of Cardholders.

7. Pooling of Points - Points may not be transferred from one Program account to another. No Points Pooling is allowed.

8. Transfer of Points - Points do not constitute property of the Cardholder. Points may not be bartered or sold and may not be transferred upon death or as part of a domestic relations matter. Neither TY nor FIA Card Services, N.A. shall be responsible or bear liability for disagreements between Participants concerning the use of Points. Only Cardholders or joint Cardholders may redeem Points: authorized users may not redeem Points.

9. TY and/or FIA Card Services, N.A. may from time to time change or limit any aspect of the Program; amend the Program Rules, restrictions, benefits or features, in whole or in part; discontinue or replace any Reward with an item of lesser, equal or greater value; may modify, delete or terminate any or all of the Program, its terms and conditions or any portion thereof, any or all of the Rewards, benefits, or special offers, at any time. Changes may affect outstanding transactions and Points, and may include, but are not limited to, the number of Points required to receive Rewards, the type of transactions which qualify for Points, the types of Rewards, and the maximum number of Points which may be earned per month or year, or otherwise, if applicable. The Program is not scheduled to terminate on any predetermined date. In the case of termination of the Program, you may continue earning Points for ninety (90) days from the date notice of any termination of the Program is mailed. The terms of this Program are subject to government approval and are void where prohibited by law.

TY, Beanie Baby and the TY heart logo are federally registered service marks of TY Inc.

© 2006 Bank of America Corporation BIN-05-06-8827.