FR833282333_JCPENNEY MASTERCARD® CREDIT CARD
TC DC PDF [WF5351778VQ]
6/2022

SYNCHRONY BANK
SECTION I: RATES AND FEES TABLE
JCPENNEY MASTERCARD® CREDIT CARD  ACCOUNT AGREEMENT
PRICING INFORMATION

Interest Rates and Interest Charges

Annual Percentage
Rate (APR) for Purchases

The APR for purchases is the prime rate plus 22.74%.

This APR will vary with the market based on the Prime Rate.

APR for Cash Advances

The APR for cash advances is the prime rate plus 22.74%.

This APR will vary with the market based on the Prime Rate.

Paying Interest

Your due date is at least 23 days after the close of each billing cycle. We will not charge you
any interest on purchases if you pay your entire balance by the due date each month. We
will begin charging interest on cash advances on the transaction date.

Minimum Interest Charge

If you are charged interest, the charge will be no less than $2.00.

Fees

Transaction Fees

l Cash Advance

Either $10 or 5% of the amount of each cash advance, whichever is greater.

l Foreign Transaction

3% of each transaction.

Penalty Fees

l Late Payment

Up to $41.

How We Will Calculate Your Balance: We use a method called “daily balance.” See your credit card account agreement
below for more details.

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SECTION II: RATES, FEES AND PAYMENT INFORMATION
JCPENNEY MASTERCARD® CREDIT CARD ACCOUNT AGREEMENT

How Interest Is Calculated

Your Interest Rate

We  use  a  daily  rate  to  calculate  the  interest  on  the  balance  on  your  account  each  day.  The  daily  rate  is  the
applicable APR times 1/365. Interest will be imposed in amounts or at rates not in excess of those permitted
by applicable law.

The  APR  for  purchases  is  the  prime  rate  plus  22.74%.  As  of  June  1,  2022,  the  daily  rate  for  purchases
was .07327% (APR 26.74%).

The APR for cash advances is the prime rate plus 22.74%. As of June 1, 2022, the daily rate for cash advances
was .07327% (APR 26.74%).

Daily Rates May Vary. The APRs and the daily rates on your account vary with the market based on the prime
rate. The prime rate for a billing cycle is the highest bank prime loan rate published in The Wall Street Journal in
its Money Rates section on the last business day of the calendar month preceding the first day of the billing cycle.

If the prime rate increases, the daily rates and APRs will increase. As a result, interest, your total minimum payment
and the number of payments it would take you to pay off your account balance may increase. We apply any
change in rates because of a prime rate change to your entire account balance. A change in the prime rate will
take effect on the first day of the first billing cycle after the change. We may select a new interest rate index if
the prime rate is not available.

When We Charge Interest

Purchases.  We  charge  interest  on  your  purchases  from  the  date  you  make  the  purchase  until  you  pay  the
purchase in full. See exceptions below.

How We Calculate Interest

l We will not charge you interest during a billing cycle on any purchases if:

1. You had no balance at the start of the billing cycle; OR

2. You had a balance at the start of the billing cycle and you paid that balance in full by the due date in

that billing cycle.

l We will credit, as of the start of the billing cycle, any payment you make by the due date that we allocate

to purchases if:

1. You had no balance at the start of the previous billing cycle; OR

2. You had a balance at the start of the previous billing cycle and you paid that balance in full by the due

date in the previous billing cycle.

Cash Advances. We charge interest on your cash advances, and their related fees, from the date you make the
transaction until you pay them in full. You cannot avoid paying interest on cash advances or their related fees.

We figure the interest charge on your account separately for each balance type. We do this by applying the daily
rate to the daily balance for each day in the billing cycle. A separate daily balance is calculated for the following
balance types, as applicable: purchases, cash advances and balances subject to different interest rates, plans
or special promotions. See below for how this works.
1. How to get the daily balance: We take the starting balance each day, add any new charges and fees, and

late payment fees are treated as new purchases;

subtract any payments or credits. This gives us the daily balance.
We apply fees to balance types as follows:
(a)
(b) debt cancellation fees are added proportionately to each balance;
(c) cash advance fees are added to the cash advance balance; and
foreign transaction fees are added to the purchase balance.
(d)

2. How to get the daily interest amount: We multiply each daily balance by the daily rate that applies.

3. How to get the starting balance for the next day: We add the daily interest amount in step 2 to the daily

balance from step 1.

4. How to get the interest charge for the billing cycle: We add all the daily interest amounts that were charged

during the billing cycle.

We charge a minimum of $2.00 of interest in any billing cycle in which you owe interest. This charge is added
proportionately to each balance type.

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How Fees Work

Cash Advance Fee

Foreign Transaction Fee

Late Payment Fee

We will charge this fee for each cash advance you make. For ATM cash advances this fee is in addition to any
fee the ATM owner may charge you for use of the ATM.

We will charge this fee for purchases or cash advances you make in currencies other than U.S. dollars and/or in
a country other than the U.S., whether or not the transaction was in a foreign currency.
If you make a transaction with your account in a currency other than U.S. dollars, Mastercard will convert the
transaction amount into U.S. dollars using its currency conversion procedure. Under the currency conversion
procedure that Mastercard currently uses, the non-U.S. dollar transaction amount is converted into a U.S. dollar
amount by multiplying the transaction amount in the non-U.S. dollar currency by a currency conversion rate.
Mastercard’s currency conversion procedure is based on rates observed in the wholesale market or government-
mandated rates, where applicable. The currency conversion rate that Mastercard uses for a particular transaction
is the rate for the applicable currency on the date that the transaction occurred. However, in limited situations,
particularly where transaction submissions to Mastercard for processing are delayed, the currency conversion
rate  that  Mastercard  uses  may  be  the  rate  for  the  applicable  currency  on  the  date  that  the  transaction  is
processed.

We will charge this fee if we do not receive the total minimum payment due on your account by 5 p.m. (ET) on
the due date. This fee is equal to:
1.

$30, if you have paid your total minimum payment due by the due date in each of the prior six billing cycles.
OR
$41, if you have failed to pay your total minimum payment due by the due date in any one or more of the
prior six billing cycles.

2.

The late payment fee will not be more than the total minimum payment that was due.

Minimum Payment Calculation
Your total minimum payment is calculated as follows.
The greater of:

1. The sum of:

(a) $30, or $41 (which includes any past due amounts) if you have failed to pay at least the total minimum payment due by the due date in any one

or more of the prior six billing cycles; PLUS

(b) Any credit insurance premiums charged in the current billing cycle.

OR
2. The sum of:

(a) The following amounts, rounded up to the next highest whole dollar:

(i) Any past due amounts; PLUS

(ii) 1% of your new balance shown on your billing statement (excluding any balance in connection with a special promotional purchase with a

unique payment calculation); PLUS

(iii) Any late payment fees charged in the current billing cycle; PLUS
(iv) All interest charged in the current billing cycle; PLUS

(b) Any credit insurance premiums charged in the current billing cycle; PLUS
(c) Any payment due in connection with a special promotional purchase with a unique payment calculation.

OR
3. The sum of:

(a) Any unpaid interest; PLUS
(b) Any credit insurance premiums and other insurance premiums charged in the current billing cycle; PLUS
(c) Any payment due in connection with a special promotional purchase with a unique payment calculation; PLUS
(d) Any past due amounts.

In any event, your total minimum payment will never be more than your new balance. Any payment due in connection with a special promotional purchase with
a unique payment calculation will not be increased to, but may be included in the $30 or $41 minimum amount otherwise due on your account.

Special Promotional Financing Offer Information
At  times,  we  may  offer  you  special  financing  promotions  for  certain  transactions  (“special  promotions”).  The  terms  of  this  Agreement  apply  to  any  special
promotions. However, any special promotional terms that are different than the terms in this Agreement will be explained on promotional advertising or other
disclosures provided to you.
Below is a description of certain promotions that may be offered at JCPenney Stores and online at jcp.com:

l No Interest For 6 Months
l No Interest For 12 Months
l No Interest For 18 Months
l No Interest For 24 Months
l No Interest For 30 Months

For each promotion, after the promotion ends, the variable Purchase APR that applies to your
account when the promotional purchase is made will apply.

At the time your account is opened, the variable Purchase APR is 26.74%.
Your Purchase APR will vary with the market based on the prime rate.

When you make a qualifying purchase under one of these promotions, no interest will be assessed on the purchase during the promotional period, but minimum
monthly payments are required. Regular account terms apply to non-promotional purchases and, after promotion ends, to your promotional purchases. Offers
are subject to credit approval. These promotional offers may not be available at all times for all purchases. Please see any special promotional advertising or
other disclosures provided to you for the full terms of any special promotion offered.
In addition, the special promotions described below may be offered at JCPenney Stores and online at jcp.com:

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l No Interest if Paid in Full Within 6 Months
l No Interest if Paid in Full Within 12 Months
l No Interest if Paid in Full Within 18 Months
l No Interest if Paid in Full Within 24 Months

l No Interest if Paid in Full Within 30 Months

For each promotion, if the promotional balance is not paid in full within the promotional period,
interest will be imposed from the date of purchase at the variable Purchase APR that applies to
your account when the promotional purchase is made.

At the time your account is opened, the variable Purchase APR is 26.74%.
Your Purchase APR will vary with the market based on the prime rate.

When you make a qualifying purchase under one of these promotions, no interest will be assessed on the purchase if you pay the promotional purchase amount
in full within the applicable promotional period. If you do not, interest will be assessed on the promotional purchase from the date of the purchase. Minimum
monthly payments are required. Regular account terms apply to non-promotional purchases and, after promotion ends, to promotional purchases. Offers are
subject to credit approval. These promotional offers may not be available at all times for all purchases. Please see any special promotional advertising or other
disclosures provided to you for the full terms of any special promotion offered.

SECTION III: STANDARD PROVISIONS
JCPENNEY MASTERCARD® CREDIT CARD ACCOUNT AGREEMENT

ABOUT THE CREDIT CARD ACCOUNT AGREEMENT

This Agreement. This is an Agreement between you and Synchrony Bank, 170 Election Road, Suite 125, Draper, UT 84020, for your credit card account
shown above. By opening or using your account, you agree to the terms of the entire Agreement. The entire Agreement includes the four sections of
this document and the application you submitted to us in connection with the account. These documents replace any other agreement relating to your
account that you or we made earlier or at the same time.

Parties To This Agreement. This Agreement applies to each accountholder approved on the account and each of you is responsible for paying the full
amount due, no matter which one uses the account. We may treat each of you as one accountholder and may refer to each of you as “you” or “your.”
Synchrony Bank may be referred to as “we,” “us” or “our.”

Changes To This Agreement. We may change, add or delete terms of this Agreement, including interest rates, fees and charges.

Special Promotions. The terms of this Agreement apply to any special promotions. However, any special promotional terms that are different than the
terms in this Agreement will be explained on promotional advertising or other disclosures provided to you.

HOW TO USE YOUR ACCOUNT/CARD

Use Of Your Account. You may use your account only for lawful personal, family or household purposes. You may use your account for purchases from
any JCPenney Store, jcp.com, or anywhere that accepts Mastercard credit cards. You may get cash advances as further explained below. You may not
use your account to pay amounts you owe us on this account or any other account you have with us. If you have credit insurance on this account, for the
purpose of your credit insurance certificate of insurance, the regular charge plan balance is your account balance. Any benefit which may be paid on this
account by your credit insurance will be subject to the terms, limitations and exclusions contained in the master policy and your certificate of insurance.

Cash Advances. We may offer you the opportunity to get a cash advance with convenience checks that we send you. We may not honor a convenience
check for any reason stated on the check. You can also get cash or make a withdrawal from any institution or ATM that accepts the card or the account.
In addition, we will treat any purchase of certain cash-like items as cash advances. Cash-like items include for example, money orders, cashier’s checks,
traveler’s checks, electronic or wire transfers, foreign currency or other in-bank transactions, tax payments, lottery tickets or other legalized gambling
transactions, court costs, bail bonds and fines.

You Promise To Pay. You promise to pay us for all amounts owed to us under this Agreement.

Your Responsibility. Each accountholder will receive a card. You may not allow anyone else to use your account. If you do, or if you ask us to send a
card to someone else, you will be responsible for paying for all charges resulting from their transactions.

Transaction Limits. To prevent fraud, we may limit the number or dollar amount of transactions you can make in any particular amount of time. We
also may decline any particular charge on your account for any reason.

Credit Limit. You will be assigned a credit limit and cash advance limit on your account that we may increase or decrease from time to time. If we
approve a transaction that makes you go over your credit limit or your cash advance limit, we do not give up any rights under this Agreement and we
do not treat it as an increase in either limit.

HOW AND WHEN TO MAKE PAYMENTS

When Payments Are Due. You must pay at least the total minimum payment due on your account by 5 p.m. (ET) on the due date of each billing cycle.
Payments received after 5 p.m. (ET) will be credited as of the next day. You may at any time pay, in whole or in part, the total unpaid balance without
any additional charge for prepayment. If you have a balance subject to interest, earlier payment may reduce the amount of interest you will pay. We may
delay making credit available on your account in the amount of your payment even though we will credit your payment when we receive it.

Payment Options. You can pay by mail or online. We may allow you to make payments over the phone but we will charge you a fee to make expedited
phone payments. Your payment must be made in U.S. dollars by physical or electronic check, money order or a similar instrument from a bank located
in the United States.

How To Make A Payment. You must follow the instructions for making payments provided on your billing statement. If you do not, credit of your
payment may be delayed up to five days. Your billing statement also explains how information on your check is used.

Payment Allocation. We will apply the required total minimum payment to balances on your account using any method we choose. Any payment you
make in excess of the required total minimum payment will be applied to higher APR balances before lower APR balances. Applicable law may require
or permit us to apply excess payments in a different manner in certain situations, such as when your account has a certain type of special promotion.

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INFORMATION ABOUT YOU

Using And Sharing Your Information. When you applied for an account, you authorized and directed us to give information about you and your account
to JCPenney and its affiliates and licensees (the “JCPenney family”). The JCPenney family will use the information in connection with the credit program
and for things like creating and updating its records for you, assisting them in better serving you, and providing you with notices of special promotions,
marketing materials and tailored offerings. More information about how we use and share information is set forth in the privacy policy for your account.

Address/Phone Change. You represent that any phone number that you provide to us belongs to you and/or that you are authorized to provide that
number. You also agree to tell us right away if you change your address or any phone number.

Consent To Communications. You consent to us, as well as any other owner or servicer of your account, contacting you through any channel of
communication and for any purpose, as permitted by applicable law. For informational, servicing, fraud, or collection related communications, you agree
that we may use the phone numbers that you provide to us to contact your cellular phone or wireless device with text messages, artificial or prerecorded
voice calls, and calls made by an automatic telephone dialing system. Text frequency may vary and may be recurring. This consent applies even if you
are charged for the call under your plan. You are responsible for any charges that may be billed to you by your communications carrier when we contact
you. Message and data rates may vary. We and any carrier are not liable for delayed or undelivered messages. If you have questions, please call the
number on the back of your card.

Telephone Monitoring. For quality control, you allow us to listen to and/or record telephone calls between you and us.

IMPORTANT INFORMATION ABOUT YOUR ACCOUNT

Closing Your Account.  You may close your account at any time by sending a letter to the address shown on your billing statement or calling customer
service. We may close your account at any time, for any reason. If your account is closed, you must stop using it. You must still pay the full amount
you owe and this Agreement will remain in effect until you do.

Collection Costs. If we ask an attorney who is not our salaried employee to collect your account, we may charge you our collection costs. These
include court costs and reasonable attorneys’ fees.

Credit Bureau Reporting. We may report information about your account to credit bureaus. Late payments, missed payments, or other defaults on
your account may be shown in your credit report. Tell us if you think we reported wrong information about you to a credit bureau. Write to us at P.O. Box
965007, Orlando, FL 32896-5007 (Puerto Rico and U.S. Virgin Islands residents, write to P.O. Box 166013, Altamonte Springs, FL 32716-6013). Tell us
what information is wrong and why you think it is wrong. If you have a copy of the credit report that includes the wrong information, send us a copy.

Default. You are in default if you make a late payment, do not follow any other term of this Agreement or become bankrupt or insolvent. If you default
or upon your death, we may (a) request payment of the full amount due right away, (b) take legal action to collect the amounts owed, and/or (c) take
any other action allowed.

Disputed Amounts. The billing rights summary in section IV of this Agreement describes what to do if you think there is a mistake on your
bill. If you send us correspondence about a disputed amount or payment, you must send it to the address for billing inquiries. We do not
give up any rights under this Agreement if we accept a payment marked “payment in full” or given with any other conditions or limitations.

Unauthorized Use. If your card is lost, stolen or used without your consent, call us immediately at 1-800-542-0800 (Puerto Rico and U.S. Virgin Islands
residents, call 1-800-981-8400). You will not be liable for unauthorized use on your account, but you will be responsible for all use by anyone you give
your card to or allow to use your account.

IMPORTANT INFORMATION ABOUT THIS AGREEMENT

Assignment. We may sell, assign or transfer any or all of our rights or duties under this Agreement or your account, including our rights to payments. We
do not have to give you prior notice of such action. You may not sell, assign or transfer any of your rights or duties under this Agreement or your account.

Enforceability. If any part of this Agreement is found to be void or unenforceable, all other parts of this Agreement will still apply.

Governing Law. Except as provided in the Resolving a Dispute with Arbitration section, this Agreement and your account are governed by federal law
and, to the extent state law applies, the laws of Utah without regard to its conflicts of law principles. This Agreement has been accepted by us in Utah.

Waiver. We may give up some of our rights under this Agreement. If we give up any of our rights in one situation, we do not give up the same right
in another situation.

RESOLVING A DISPUTE WITH ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. IF YOU DO NOT REJECT IT, THIS SECTION WILL APPLY TO YOUR ACCOUNT, AND MOST DISPUTES
BETWEEN YOU AND US, AND/OR PENNEY OPCO, LLC, WILL BE SUBJECT TO INDIVIDUAL ARBITRATION AS SET FORTH BELOW. THIS MEANS
THAT: (1) NEITHER A COURT NOR A JURY WILL RESOLVE ANY SUCH DISPUTE; (2) YOU WILL NOT BE ABLE TO PARTICIPATE IN A CLASS
ACTION OR SIMILAR PROCEEDING; (3) LESS INFORMATION WILL BE AVAILABLE; AND (4) APPEAL RIGHTS WILL BE LIMITED.

l What claims are subject to arbitration

1. If you, we, or Penney OpCo, LLC make a demand for arbitration, you, we and/or Penney OpCo, LLC must arbitrate any dispute or claim, including,
but not limited to, statutory, common law, and equitable claims, between you or any other user of your account, and us, our affiliates, agents and/
or Penney OpCo, LLC that relates to your account, including, but not limited to, any dispute or claim involving any purchase or credit made with
or to, or otherwise involving your account, except as noted below. The parties intend for Penney OpCo, LLC to be a third-party beneficiary of this
Arbitration section of this Agreement.

2. We will not require you to arbitrate: (1) any individual case in small claims court or your state’s equivalent court, so long as it remains an individual
case in that court; or (2) a case we file to collect money you owe us. However, if you respond to the collection lawsuit by claiming any wrongdoing,
we may require you to arbitrate.

3. Notwithstanding any other language in this section, only a court, not an arbitrator, will decide disputes about the validity, enforceability, coverage or
scope of this section or any part thereof (including, without limitation, the next paragraph of this section and/or this sentence). However, any dispute
or argument that concerns the validity or enforceability of the Agreement as a whole is for the arbitrator, not a court, to decide.

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l No Class Actions

YOU  AGREE  NOT  TO  PARTICIPATE  IN  A  CLASS,  REPRESENTATIVE  OR  PRIVATE  ATTORNEY  GENERAL  ACTION  AGAINST  US  AND/
OR PENNEY OPCO, LLC, IN COURT OR ARBITRATION. ALSO, YOU MAY NOT BRING CLAIMS AGAINST US AND/OR PENNEY OPCO,
LLC, ON BEHALF OF ANY ACCOUNTHOLDER WHO IS NOT AN ACCOUNTHOLDER ON YOUR ACCOUNT, AND YOU AGREE THAT ONLY
ACCOUNTHOLDERS ON YOUR ACCOUNT MAY BE JOINED IN A SINGLE ARBITRATION WITH ANY CLAIM YOU HAVE.
If a court determines that this paragraph is not fully enforceable, only this sentence will remain in force and the remainder will be null and void, and the
court’s determination shall be subject to appeal. This paragraph does not apply to any lawsuit or administrative proceeding filed against us by a state or
federal government agency even when such agency is seeking relief on behalf of a class of borrowers, including you. This means that we will not have
the right to compel arbitration of any claim brought by such an agency.

l How to start an arbitration, and the arbitration process

1. The party who wants to arbitrate must notify the other part(ies) in writing. This notice can be given after the beginning of a lawsuit or in papers filed
in the lawsuit. For arbitration demands against Synchrony Bank, your notice must be sent to Synchrony Bank, Legal Operation, P.O. Box 29110,
Shawnee Mission, KS 66201-5320, ATTN: ARBITRATION DEMAND. For arbitration demands against Penney OpCo, LLC, your notice must be sent
to Registered Agent/Legal Department, 6501 Legacy Drive, Plano, TX 75024, ATTN: ARBITRATION DEMAND. The party seeking arbitration must
select an arbitration administrator, which can be either the American Arbitration Association (AAA), 120 Broadway, Floor 21, New York, NY 10271,
www.adr.org,  1-800-778-7879,  or  JAMS,  620  Eighth  Avenue,  34th  Floor,  New  York,  NY  10018,  www.jamsadr.com,  1-800-352-5267.  If  neither
administrator is able or willing to handle the dispute, then the court will appoint an arbitrator.

2. If a party files a lawsuit in court asserting claim(s) that are subject to arbitration and another party files a motion with the court to compel arbitration,

which is granted, it will be the responsibility of the party asserting the claim(s) to commence the arbitration proceeding.

3. The arbitration administrator will appoint the arbitrator and will tell the parties what to do next. The arbitrator must be a lawyer with at least ten years
of legal experience. Once appointed, the arbitrator must apply the same law and legal principles, consistent with the FAA, that would apply in court,
but may use different procedural rules. If the administrator’s rules conflict with this Agreement, this Agreement will control.

4. The arbitration will take place by phone or at a reasonably convenient location. If you ask us to, we will pay all the fees the administrator or arbitrator
charges, as long as we believe you are acting in good faith. We will always pay arbitration costs, as well as your legal fees and costs, to the extent
you prevail on claims you assert against us in an arbitration proceeding which you have commenced.

l Governing Law for Arbitration

This Arbitration section of your Agreement is governed by the Federal Arbitration Act (FAA). Utah law shall apply to the extent state law is relevant under
the FAA. The arbitrator’s decision will be final and binding, except for any appeal right under the FAA. Any court with jurisdiction may enter judgment
upon the arbitrator’s award.

l How to reject this section

You may reject this Arbitration section of your Agreement. If you do that, only a court may be used to resolve any dispute or claim. To
reject this section, you must send us a notice within 60 days after you open your account or we first provided you with your right to reject
this section. The notice must include your name, address and account number, and must be mailed to Synchrony Bank, P.O. Box 965012,
Orlando, FL 32896-5012. This is the only way you can reject this section.

SECTION IV: OTHER IMPORTANT INFORMATION
JCPENNEY MASTERCARD® CREDIT CARD  ACCOUNT AGREEMENT

This section of the agreement includes state notices, billing rights summary and rewards terms (if applicable) and is not required to be provided as part of the
credit card agreement posted online or provided to the CFPB.

FR833282333_JCPENNEY MASTERCARD® CREDIT CARD
TC DC PDF [WF5351778VQ]
6/2022

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