UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF ILLINOIS

RICHARD MANGONE, Individually and on Behalf of All Others Similarly Situated, Plaintiff, v. FIRST USA BANK, N.A., and BANK ONE CORP. Defendants.	) ) ) ) ) )         Case No. 00-881-MJR ) )         Honorable Michael J. Reagan ) ) ) )
NOTICE OF CLASS ACTION, PROPOSED SETTLEMENT, AND HEARING

TO:   ALL CONSUMERS WHO HAVE OR HAVE HAD ONE OR MORE CREDIT CARD ACCOUNT(S) ISSUED BY FIRST USA BANK, N.A. ("FUSA"), WHO HAD CREDIT CARD PAYMENTS PROCESSED IN PAYMENT FACILITIES OPERATED BY A FUSA THIRD-PARTY VENDOR IN ATLANTA, GEORGIA, OR LOUISVILLE, KENTUCKY, FROM JANUARY 1, 1998, THROUGH AUGUST 31, 1999 (THE "CLASS PERIOD"), AS DETERMINED BY FUSA'S RECORDS, AND WHO WERE ASSESSED A PERIODIC RATE FINANCE CHARGE AND/OR LATE FEE BY FUSA DURING THE CLASS PERIOD. PLEASE READ THIS NOTICE CAREFULLY.  THIS IS NOT A LAWSUIT AGAINST YOU.  YOU MAY BENEFIT FROM READING THIS NOTICE.  THIS NOTICE IS TO ADVISE YOU OF A PROPOSED SETTLEMENT OF A CLASS ACTION LAWSUIT IN WHICH YOU MAY BE A CLASS MEMBER AND ALSO TO ADVISE YOU OF A COURT HEARING ON THE PROPOSED SETTLEMENT.  THIS NOTICE CONTAINS IMPORTANT INFORMATION ABOUT THE SETTLEMENT, THE FINAL APPROVAL HEARING ON THE SETTLEMENT, AND YOUR RIGHTS.  YOU SHOULD READ THE ENTIRE NOTICE CAREFULLY BECAUSE YOUR RIGHTS MAY BE AFFECTED.
1.        WHY ARE YOU RECEIVING THIS NOTICE?            You are receiving this Notice to advise you of certain benefits you may be entitled to receive pursuant to the settlement of a class action lawsuit styled Richard Mangone, et al. v. First USA Bank, N.A. and Bank One Corp., Case No. 00-881-MJR, pending in the United States District Court for the Southern District of Illinois (the "Lawsuit").  This Notice describes the class action, provides a summary of the terms of the proposed settlement (the "Settlement") and advises of the date, time, and place of a hearing to be held by this Court to decide whether the Court will give final approval to the Settlement.  All Settlement Class Members who do not exclude themselves from the Settlement on a timely basis (as described below) will be entitled to the Settlement benefits and will be bound by the orders issued by the Court regarding the Settlement whether or not any benefits are claimed.
If you received this Notice directly from FUSA without requesting the Notice, it is because FUSA's records indicate that you are a Settlement Class Member.  You will be part of the Settlement unless you request to be excluded.
2.        DESCRIPTION OF THE LAWSUIT            Plaintiff and Class Representative, Richard Mangone, filed this lawsuit against FUSA and Bank One Corporation ("Bank One") (collectively "Defendants") challenging the payment crediting practices related to payments received by U.S. mail that were processed by a third-party vendor hired by FUSA.  In this Lawsuit, the Class Representative is acting on behalf of all persons and entities throughout the United States who have or have had one or more credit card account(s) issued by FUSA (an "Account"), who had credit card payments processed in payment facilities operated by a FUSA third-party vendor in Atlanta, Georgia, or Louisville, Kentucky, from January 1, 1998, through August 31, 1999, as determined by FUSA's records, and who were assessed a periodic rate finance charge and/or late fee by FUSA during the Class Period (the "Settlement Class").  The Complaint alleges that FUSA failed to credit payments promptly.  Plaintiff claims that FUSA's conduct violated the federal Truth In Lending Act ("TILA"), the FUSA cardmember agreement, and various state laws.            FUSA denies any wrongdoing and will vigorously defend itself if the Settlement is not approved.  However, to avoid the risk and uncertainty inherent in any litigation, FUSA, Bank One, and the Plaintiff, on his own behalf and on behalf of the Settlement Class, have agreed to settle the Lawsuit.  To that end, on November 21, 2000, the Court certified the Settlement Class, as defined above, for purposes of settlement only.  In its November 21, 2000, Order, the Court designated Richard Mangone as the representative of the settlement class ("Class Representative"), and the Court appointed Steven A. Katz and Douglas R. Sprong as class counsel ("Class Counsel").             The Court has certified the Settlement Class for purposes of settlement only.  If the Settlement does not become final, the preliminary certification of the Settlement Class will be null and void and the Lawsuit will proceed as if there had been no Settlement, preliminary certification, or notice.  You should forward a copy of this Notice to any trustee (including a trustee in bankruptcy), executor, guardian, or other personal representative, heir, legatee, or other successor-in-interest of a member of the Settlement Class or any other person having a legal or equitable interest in the subject of this Lawsuit.
3.        WHAT BENEFITS DOES THE SETTLEMENT PROVIDE?            You should read this entire section carefully to determine what monetary relief (if any) you may receive under the Settlement, as well as what you may be required to do (if anything) in order to receive such monetary relief.  . FUSA has agreed to pay total monetary benefits up to $39.9 million.  If approved, the Settlement benefits will be distributed as follows:
A.        Automatic Benefits            If you do not opt out of the Settlement, you will, if eligible, receive the following benefits automatically:
1.        Multipayment Credits            You may be entitled to receive an automatic Multipayment Credit.  Multipayment Credits totaling approximately $700,000 are being made to individuals who, as evidenced by FUSA's records, submitted more than one check (or money order) for a single FUSA Account and such payments were received on the same day by FUSA's third-party vendor in Atlanta, Georgia, or Louisville, Kentucky, during the Class Period, and, as a result, incurred additional charges because such payments were treated as nonconforming by FUSA's third-party vendor.  Multipayment Credits will automatically be paid in the form of either a check or credit to the Settlement Class Members' Accounts, at FUSA's sole discretion.
2.        Finance Charge Credits            You may also be entitled to receive an automatic Finance Charge Credit.  Approximately $6.7 million for Finance Charge Credits will be distributed as follows:            For Settlement Class Members who are current FUSA cardmembers and who were assessed a periodic rate finance charge during the Class Period, thirty-eight cents ($0.38), which represents FUSA's estimate of the approximate per account finance charge over the Class Period, will automatically be credited to your Account or paid to you by check, at FUSA's sole discretion.
B.        Benefit Which Must be Claimed            You must complete and return the attached Proof of Claim form to receive these benefits:
1.        Eligible Late Fees            Certain Settlement Class Members may be entitled to claim reimbursement for late fees.  A total of $28.7 million will be made available to pay such claims.  Based on the amount of the Settlement, it is anticipated that Settlement Class Members will receive reimbursement of $29.00 per Eligible Late Fee (as defined in the following paragraph), which is the amount most Settlement Class Members were actually charged for each late fee during the Class Period; however, the actual amount paid for reimbursement for Eligible Late Fees will be reduced pro rata if the sum of such claims exceed $28.7 million.  You will only be reimbursed for a late fee if it qualifies as an Eligible Late Fee, you paid that Eligible Late Fee, and you submit a valid Proof of Claim in the form attached to this Notice.
a.        You Will Be Reimbursed for Eligible Late Fees Only            An Eligible Late Fee is a late fee assessed, on your Account between January 1, 1998, and August 31, 1999, and must be a late fee that:  (1) resulted from your payment being credited to your Account within two days after your payment due date during the period from January 1, 1998 and February 28, 1999 (for payments received in Atlanta, Georgia) or January 1, 1998 and March 31, 1999 (for payments received in Louisville, Kentucky) (in which case such payment will be considered as falling within a "Two Day Adjustment Period"), or (2) resulted from a payment being credited to your Account by FUSA one day after your payment due date during the period from March 1, 1999, through August 31, 1999 (for payments received in Atlanta, Georgia) or April 1, 1999, through August 31, 1999 (for payments received in Louisville, Kentucky) (in which case such payment will be considered as falling within a "One Day Adjustment Period").  If you previously received a credit to your FUSA Account or otherwise received reimbursement for a late fee that you paid in the Class Period (a "Late Fee Adjustment"), then FUSA reserves the right to treat each such prior Late Fee Adjustment you received as reimbursement for an equal number of Eligible Late Fees you would otherwise receive.
b.        A Valid Proof of Claim is Required for Eligible Late Fee                                Reimbursement            To claim reimbursement for Eligible Late Fees, you must complete and return a Proof of Claim, following the instructions on that form, by March 1, 2001.  The Proof of Claim must be returned to: FUSA Settlement Claims Administrator, P.O. Box 4218, Portland, Oregon 97208-4218. (For your convenience, a Proof of Claim is enclosed.)  In order for your Proof of Claim to be considered valid, among other things, you will be required to affirm, under penalty of perjury, that to the best of your knowledge, information, and belief, FUSA received a payment that conformed with FUSA's payment instructions, on or before the payment due date, but that the payment was not credited to your Account as of that day and resulted in a late fee.            After receiving a Proof of Claim, FUSA will determine whether a one day adjustment in the applicable One Day Adjustment Period or a two day adjustment in the applicable Two Day Adjustment Period allows a late fee to qualify as an Eligible Late Fee.  FUSA will not be able to respond to individual inquiries as to whether a specific late fee qualifies as an Eligible Late Fee.  If you wish to determine whether a late fee assessed on your Account between January 1, 1998, and August 31, 1999, that you paid qualifies as an Eligible Late Fee, then you should review your past Account statements from the Class Period to determine whether you sent your payments to FUSA's third-party vendor in Atlanta, Georgia, or Louisville, Kentucky, and also to determine whether your payment that resulted in a late fee during the One Day Adjustment Period was credited to your Account one day after your payment due date (in which case each such late fee will qualify as an Eligible Late Fee), or whether your payment that resulted in a late fee during the Two Day Adjustment Period was credited to your Account one or two days after your payment due date (in which case each such late fee will qualify as an Eligible Late Fee).  All payments for Eligible Late Fee claims will be in the form of either a check or credit to the Settlement Class Members' Accounts, at FUSA's sole discretion.
2.        Reprice Credits            If you submit a valid Proof of Claim that establishes that you were assessed an Eligible Late Fee on your Account between January 1, 1998, and August 31, 1999, and such Eligible Late Fee resulted in an increase in the annual periodic rate used to assess finance charges applicable to your Account, then you are entitled to a share in the Reprice Credit Pool.  FUSA has agreed to set aside a Reprice Credit Pool of up to $3.8 million to pay Reprice Credits (an estimated $58.00 per account or pro rata share if sum of such claims exceeds $3.8 million).  This credit will be calculated automatically if you submit a valid Proof of Claim, and you are eligible to receive such credit.
3.        Finance Charge Credits            Settlement Class Members who no longer have a credit card account owned by FUSA and who are not entitled to any other monetary relief under the Settlement may also be entitled to a Finance Charge Credit of seventy-five cents ($0.75) (a thirty-eight cent Finance Charge Credit plus the cost of postage and mailing).  If you are a Settlement Class Member but no longer have a credit card issued by FUSA, and you are not entitled to any other monetary relief under the Settlement, and you were assessed a periodic rate finance charge during the Class Period, then you will not automatically receive a Finance Charge Credit and must request payment of the Finance Charge Credit by checking the appropriate box on the enclosed Proof of Claim and by returning the Proof of Claim, following the instructions on that form, postmarked by March 1, 2001.
C.        Contribution to Consumer Education            As an additional benefit to the Settlement Class, Defendants have agreed to contribute certain undistributed Finance Charge Credits to one or more appropriate nationwide organizations to support education programs in consumer credit, up to a maximum of $100,000.
D.        Undistributed Settlement Funds            Undistributed Settlement Funds, if any, may be retained by FUSA as partial reimbursement for the costs of Settlement, Notice, and related expenses.
4.        ATTORNEYS' FEES AND EXPENSES            As an additional benefit to you, the parties have agreed that, subject to Court approval, FUSA will pay Class Counsel's attorneys' fees up to $3 million and actual expenses up to $100,000.  Class Counsel have agreed not to request any greater amounts from the Court.  You will not have to pay any attorneys' fees or expenses to Class Counsel, nor will any such amounts be deducted from the benefits available to you.  Class Counsel also intends to seek an incentive award, in the Court's sole discretion, for Richard Mangone, the Class Representative, to be paid out of the attorneys' fee award.
5.        WHAT RIGHTS AM I RELEASING?            If the Settlement is finally approved by the Court, all members of the Class who have not excluded themselves from the Class will release FUSA and Bank One from all claims, whether known or unknown, suspected or unsuspected, asserted or unasserted, foreseen or unforeseen, actual or contingent, liquidated or unliquidated that, as of the date that the final judgment is entered: (i) arise out of or are related in any way to any or all of the acts, omissions, facts, matters, transactions, or occurrences that were directly or indirectly alleged, asserted, described, set forth, or referred to in the Lawsuit (including but not limited to claims for alleged violations of TILA and all statutory penalties thereunder); or (ii) are, were, or could have arisen out of or been related in any way to Defendants' failure (or alleged failure) to obtain, receive, process, and/or credit any payments properly and/or in a timely fashion and/or as of the proper date and/or cut-off time during the Class Period.  Settlement Class Members specifically waive Section 1542 of the California Civil Code, and similar provisions in other states.  In addition, by participating in the Settlement, Settlement Class Members are waiving their rights to pursue individual arbitration claims against Defendants for the claims released in this paragraph.  Pursuant to the terms of virtually all Cardmember Agreements between FUSA and the Settlement Class Members, the parties generally agreed to resolve all claims and disputes by arbitration.  By participating in the Settlement, neither FUSA nor Settlement Class Members are waiving their rights under any FUSA Cardmember Agreement to pursue arbitrations involving claims other than those released in this paragraph.
6.        OPTIONS OF SETTLEMENT CLASS MEMBERS            A.        How Do I Become a Member of the Settlement Class?            If you received this Notice directly from FUSA without requesting the Notice, it is because FUSA's records indicate that you are a Settlement Class Member.  If you received this Notice by requesting a copy of the Notice from FUSA or by obtaining a copy over the Internet or any other source, then you must submit a valid "Proof of Class Membership" form to FUSA postmarked no later than March 1, 2001, in order to seek membership in the Settlement Class.  If you requested a copy of this Notice, then you were supplied with a "Proof of Class Membership" form along with this Notice.
B.        How Do I Exclude Myself From This Lawsuit?            You have the right to exclude yourself from or "opt out" of the Settlement Class if you wish.  To be excluded from the Settlement Class, you must submit a written request for exclusion that includes your name, current address, phone number, FUSA account number, and the statement "I/we hereby request that I/we be excluded from the proposed Settlement Class in the Mangone v. First USA litigation."  You and any joint cardholders must sign the request for an exclusion.  Requests for exclusion must be mailed to Class Counsel at the address listed in Section 9 below, and must be postmarked (or mailed by overnight delivery) no later than January 12, 2001.  If you choose to opt out of the Settlement Class, you may pursue whatever legal rights you may have at your own expense (subject to any Arbitration Provision in your Cardmember Agreement with FUSA).  If you do not opt out, you will be bound by any judgment entered in this lawsuit, you will not be able to sue the Defendants for any claims that you released, and you will be represented in this lawsuit by Class Counsel.
C.        Entering an Individual Appearance or Objecting to the Settlement                       Agreement            All Settlement Class Members who do not opt out will be represented by the Class Representative and Class Counsel, unless they enter a separate appearance.  You are not required to obtain your own counsel, but if you do, it will be at your own expense.  Your individual lawyer must file an entry of appearance by January 12, 2001, and mail a copy of that appearance to Class Counsel at the address listed in Section 9 below, and to counsel for Defendants, at the address listed below.            Any Settlement Class Member may object to the terms of the Settlement, but if you wish to object to the Settlement, you must be and remain a Settlement Class Member  You may object to the terms of the Settlement Agreement by filing written objections with the Clerk of the Court, at the address listed in Section 9 below, by January 12, 2001.  You must also mail copies of anything you file with the Court on Class Counsel, at the addresses listed in Section 9 below, and on counsel for Defendants, Robert Y. Sperling of Katten Muchin Zavis, 525 West Monroe Street, Suite 1600, Chicago, Illinois 60661-3693.  Any Settlement Class Member who does not make and serve written objections in the manner prescribed above will be deemed to have waived any objections.
7.        FINAL HEARING ON FAIRNESS OF SETTLEMENT            The Court has ordered that a hearing be held on January 24, 2001, at 9:00 a.m. in the United States District Court for the United States District Court of the Southern District of Illinois, Melvin Price Federal Building and U.S. Courthouse, 750 Missouri Ave., East St. Louis, IL 62201 in Room 780, to determine whether the Court should approve the Settlement.  The hearing may be continued without further notice.  YOU DO NOT NEED TO ATTEND THE HEARING, although you have the right to do so.  Settlement Class Members wishing to speak at the final fairness hearing must send Class Counsel and Counsel for Defendants a Notice of Intent to Appear at least ten (10) days prior to the hearing date.  Further, copies of any documents intended to be presented to the Court at the hearing must be attached to the Notice of Intent to Appear sent to Class Counsel and Counsel for Defendants.
8.        NO ADMISSION OF LIABILITY            The Settlement of the Lawsuit is not an admission of liability by FUSA or Bank One, which have at all times denied liability to the Plaintiff and the Settlement Class.  The Court has not ruled upon the merits of the claims asserted.
9.        OTHER INFORMATION            This notice is intended only as a summary of the Lawsuit and the Settlement.  It is not a complete statement of the Lawsuit or the Settlement.            You may inspect the pleadings and other papers (including the proposed Class Action Settlement Agreement) that have been filed in this lawsuit at the office of the Clerk of the Court, United States District Court of the Southern District of Illinois, Melvin Price Federal Building and U.S. Courthouse, 750 Missouri Ave., East St. Louis, IL 62201.  If you have any questions regarding this notice or the Settlement, you may contact Class Counsel at the following address: Steven A. Katz, Esq., Douglas R. Sprong, Esq., Carr, Korein, Tillery, Kunin, Montroy, Cate, Katz & Glass, L.L.C., P.O. Box 4310, Fairview Heights, IL 62208.  Please ensure that any correspondence is typewritten or printed legibly and includes your name, address and account number or social security number. DO NOT CONTACT THE COURT, FUSA, OR BANK ONE FOR INFORMATION.  FUSA'S AND BANK ONE'S EMPLOYEES AND TELEPHONE REPRESENTATIVES ARE NOT AUTHORIZED TO PROVIDE ANY INFORMATION RELATING TO THE SETTLEMENT OR ANY CLAIMS YOU MAY HAVE.  ANSWERS TO COMMONLY ASKED QUESTIONS CAN BE OBTAINED BY CALLING 1-877-301-6917 OR CONSULTING THE SETTLEMENT INFORMATION WEBSITE AT WWW.SETTLEMENTINFORMATION.COM.

Dated: November 21, 2000	The Honorable Michael J. Reagan United States District Court