Cardmember Agreement: Part 1 of 2

As of: 06/30/2013

The Centurion® Card from American Express
Issuer: American Express Travel Related Services Company, Inc.

Fees Table
 Fees
Initiation Fee
Annual Membership Fee
Transaction Fees
● Foreign Transaction

Penalty Fees
● Late Payment

● Returned Payment

$5,000
$3,000

2.7% of each transaction after conversion to US dollars.

Up to $35; however, if you do not pay for two billing periods in a row,
                  your fee will be $35 or 2.99% of the past due amount, whichever is greater.
Up to $35

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How Fees Work
  Fees
Annual Membership

Late Payment

Returned Payment

Returned Check

Foreign Transaction

This fee is on the Rates and Fees Table on page 1 of Part 1. We will not charge for 1 additional
Centurion Card, we will charge $1,500 for each additional Centurion Card thereafter.
Up to $35 or 2.99% of the amount past due. If you do not pay the Amount Due on a billing statement
before the 20th day after the next Closing Date, the fee is $25. If this happens again within the next
6 billing periods, the fee is $35 instead. In both cases, if you do not pay the amount past due by the
following Closing Date, we will charge, in that same billing period, the greater of $35 or 2.99% of the
amount past due. For each subsequent billing period that an amount past due remains unpaid, the
fee is the greater of $35 or 2.99% of any amount past due. However, the late fee will not exceed the
Minimum Payment Due.
Up to $35. If your payment is returned unpaid the first time we present it to your bank, the fee is $25.
If this happens again within the next 6 billing periods, the fee is $35. However, the returned payment
fee will not exceed the Minimum Payment Due on the last Payment Due Date before the payment is
returned.
$38 if you use your card to cash a check at one of our approved locations and the check is returned
unpaid. We will also charge you the unpaid amount.
2.7% of the converted U.S. dollar amount. This fee is a finance charge. See Converting charges made
in a foreign currency in Part 2.

Part 1, Part 2 and any supplements or amendments make up your Cardmember Agreement.

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FDR 996841

Cardmember Agreement: Part 2 of 2

Doc 27313

How Your American Express Account Works

Introduction

About your Cardmember
Agreement

Changing the Agreement

Words we use in the Agreement

About using your card

Using the card

This document together with Part 1 make up
the Cardmember Agreement (Agreement) for
the Account identified on page 1 of Part 1. Any
supplements or amendments are also part of the
Agreement.

We may change this Agreement, subject to
applicable law. We may do this in response to the
business, legal or competitive environment.

We, us, and our mean the issuer shown on page
1 of Part 1. You and your mean the person who
applied for this Account and for whom we opened
the Account. You and your also mean anyone
who agrees to pay for this Account. You are the
Basic Cardmember. You may request a card for
an Additional Cardmember (see About Additional
Cardmembers below).

You may use the card to make purchases. You
may also use the card at an ATM to get cash from
a checking account you designate.

We decide whether to approve a charge based on
how you spend and pay on this Account and other
accounts you have with us and our affiliates. We
also consider your credit history and your personal
resources that we know about.

When you use the Account (or you sign or keep the
card), you agree to the terms of the Agreement.

Changes to some terms may require 45 days
advance notice, and we will tell you in the notice if
you have the right to reject a change. We cannot
change certain terms during the first year of your
Cardmembership.
Card means any card or other device that we issue
to access your Account. A charge is any amount
added to your Account, such as purchases and
fees. A purchase is a charge for goods or services.
To pay by a certain date means to send your
payment so that we receive it and credit it to your
Account by that date (see About your payments
below).

You may arrange for certain merchants to charge
your Account at regular intervals.We may (but are
not required to) tell these merchants about your
Account. status or changes to your card number
or expiration date. You must notify the merchants
directly if you want them to stop charging your
Account.

Keep your card safe and don't let anyone else use
it. If your card is lost or stolen or your Account is
being used without your permission, contact us
right away. You may not use your Account for illegal
activities.

Promise to pay

You promise to pay all charges, including:

Declined transactions

About Additional Cardmembers

● charges you make, even if you do not present your card or sign for the transaction,
● charges that other people make if you let them use your Account,
● charges that Additional Cardmembers make or permit others to make, and
● any amounts guaranteed by the use of the card.

We may decline to authorize a charge. Reasons
we may do this include suspected fraud and our
assessment of your creditworthiness. This may
occur even if your Account is not in default.

We are not responsible for any losses you incur
if we do not authorize a charge. And we are not
responsible if any merchant refuses to accept the
card.

At your request, we may issue cards to Additional
Cardmembers. They do not have accounts with us
but they can use your Account subject to the terms
of this Agreement. We may report an Additional
Cardmember's use of your Account to credit
reporting agencies.

You are responsible for all use of your Account by
Additional Cardmembers and anyone they allow
to use your Account. You must pay for all charges
they make.

You authorize us to give Additional Cardmembers
information about your Account and to discuss it
with them.

If you want to cancel an Additional Cardmember's
right to use your Account (and cancel their card)
you must tell us.

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About your payments

When you must pay

How to make payments

Payment of the New Balance is due upon receipt of
your statement. Each statement states the time and
manner by which you must make your payment for
it to be credited as of the same day it is received.

Make payments to us in U.S. dollars with:
● a single check drawn on a U.S. bank, or
● a single negotiable instrument clearable through
the U.S. banking system, for example a money
order, or

● an electronic payment that can be cleared

through the U.S. banking system.

When making a payment by mail:
● make a separate payment for each Account,
● mail your payment to the address shown on the
payment coupon on the billing statement, and

● write the Account number on your check or

negotiable instrument and include the payment
coupon.

If your payment meets the above requirements, we
will credit it to the Account as of the day we receive
it, as long as we receive it by the time disclosed in

Each statement also shows a Closing Date. The
Closing Date is the last day of the billing period
covered by the statement. Each Closing Date
is about 30 days after the previous statement's
Closing Date.

your billing statement. If we receive it after that
time, we will credit the payment on the day after
we receive it

If your payment does not meet the above
requirements, there may be a delay in crediting
the Account. This may result in late fees and
additional interest charges (see How Fees Work
on page 2 of Part 1).

If we decide to accept a payment made in a
foreign currency, we will choose a rate to convert
your payment into U.S. dollars, unless the law
requires us to use a particular rate.

If we process a late payment, a partial payment,
or a payment marked with any restrictive
language, that will have no effect on our rights
and will not change this Agreement.

How we apply payments and credits

Subject to applicable law, we will apply payments and credits among charges in any order we choose.

Other important information

Converting charges made in a
foreign currency

If you make a charge in a foreign currency, we will convert it into U.S. dollars on the date we or our
agents process it. Unless a particular rate is required by law, we will choose a conversion rate that is
acceptable to us for that date. The rate we use is no more than the highest official rate published by a
government agency or the highest interbank rate we identify from customary banking sources on the
conversion date or the prior business day. This rate may differ from rates that are in effect on the date of
your charge. We will bill charges converted by establishments (such as airlines) at the rates they use.

Changing your billing address

You must notify us immediately if you change the:
● mailing address to which we send billing

If you have more than one account, you need to
notify us separately for each account.

statements; or

● e-mail address to which we send notice that your

billing statement is available online.

We may update your billing address if we receive
information that it has changed or is incorrect.

Closing your Account

You may close your Account by calling us or writing to us.

Cancelling or suspending your
Account

About default

We may:
● cancel your Account,
● suspend the ability to make charges,
● cancel or suspend any feature on your Account,

and

● notify merchants that your Account has been

cancelled or suspended.

If we do any of these, you must still pay us for all
charges under the terms of this Agreement.

We may consider your Account to be in default if:
● you violate a provision of this Agreement,
● you give us false information,
● you file for bankruptcy,
● you default under another agreement you have

with us or an affiliate,

● you become incapacitated or die, or
● we believe you are unable or unwilling to pay

your debts when due.

We may do any of these things at our discretion,
even if you pay on time and your Account is not in
default.

If your Account is cancelled, you must destroy
your cards.

We may agree to reinstate your Account after a
cancellation. If we do this, we may:

● reinstate any additional cards issued on your

Account,

● charge you any applicable annual fees, and
● charge you a fee for reinstating the Account.

If we consider your Account in default, we may:
● suspend your ability to make charges,and
● cancel or suspend any feature on your

Account,

Collection costs

You agree to pay all reasonable costs, including attorneys' fees, that we incur to collect amounts you owe

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Credit reports

Sending you notices

We may contact you

About insurance products

You agree that we will obtain credit reports about you, investigate your ability to pay, and obtain
information about you from other sources. And you agree that we will use such information for any
purposes, subject to applicable law.

You agree that we will give information about the Account to credit reporting agencies. We will tell a credit
reporting agency if you fail to comply with any term of this Agreement. This may have a negative impact
on your credit report.

If you believe information we have given to a credit reporting agency is incorrect, write to us at: American
Express Credit Bureau Unit, P.O. Box 981537, El Paso, TX 79998-1537. When you write to us, tell us the
specific information you believe is incorrect.

We mail you notices through the U.S. mail, postage prepaid, and address them to you at the latest billing
address on our records. Any notice that we send you this way is deemed to be given when deposited in
the U.S. mail.

Servicing and collections
If we need to contact you to service your account or to collect amounts you owe, you authorize us (and
our affiliates, agents and contractors) to contact you at any number you provide, from which you call us,
or at which we believe we can reach you. We may contact you in any way, such as calling or texting. We
may contact you using an automated dialer or prerecorded messages. We may contact you on a mobile,
wireless or similar device, even if you are charged for it.

Call monitoring
We may monitor and record any calls between you and us.

We or our affiliates may tell you about insurance and non-insurance products, services or features that
may have a fee. One of our affiliates may act on behalf of a provider of these products. The affiliate may
be compensated for this. The insurance products are not offered or sold by us or on our behalf. Our
affiliates may get additional compensation when AMEX Assurance Company or another affiliate is the
insurer or reinsurer. Compensation may influence what products and providers we or our affiliates tell you
about.

We may share information about you with our affiliates so they can identify products that may interest
you. We may be compensated for this information.

How we handle electronic debits
from your checking account

When you pay us by check, you authorize us to
electronically deduct the amount from your bank or
other asset account.

We may process the check electronically by
transmitting to your financial institution:
● the amount,
● the routing number,
● the account number, and
● the check serial number.

If we do this, your payment may be deducted from
your bank or other asset account on the same
day we receive your check. Also, you will not
receive that cancelled check with your bank or
asset account billing statement.

If we cannot collect the funds electronically, we
may issue a draft against your bank or other asset
account for the amount of the check.

ExpressPay

Privacy Act of 1974 notice

Change the benefits

Assigning the Agreement

Assigning claims

Cards issued on your Account may be equipped with ExpressPay. ExpressPay enables you to make
charges without having the card swiped or imprinted. You can call us to deactivate ExpressPay at any
time. Also, we may deactivate ExpressPay at any time.

Some federal agencies may accept the card under authority of statute. When you make charges at these
agencies, we collect certain charge information. That information may be put to routine uses, such as
processing, billing and collections. It may also be aggregated for reporting, analysis and marketing use.
Other routine uses by agencies may be published in the Federal Register.

We have the right to add, modify or delete any benefit or service of your Account at our discretion.

We may sell, transfer or assign this Agreement and your Account. We may do so at any time without
notifying you. You may not sell, assign or transfer your Account or any of your obligations under this
Agreement.

If you dispute a charge with a merchant, we may
credit the Account for all or part of the disputed
charge. If we do so, you assign and transfer to us
all rights and claims (excluding tort claims) against
the merchant.

You agree that you will not pursue any claim
against the merchant for the credited amount.
And you must cooperate with us if we decide to
do so.

We do not waive our rights

We may choose to delay enforcing or to not exercise rights under this Agreement. If we do this, we do not
waive our rights to exercise or enforce them on any other occasion.

Governing law

New York law and federal law govern this Agreement and your Account. They govern without regard to
internal principles of conflicts of law.

We are located in New York. We hold your Account in New York. We entered into this Agreement with
you in New York.

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Claims Resolution
Most customer concerns can be resolved by
calling our Customer Service Department at the
number listed on the back of your card.  In the
event Customer Service is unable to resolve a
complaint to your satisfaction, this section explains
how claims can be resolved through mediation,
arbitration or litigation.  It includes an arbitration
provision.  You may reject the arbitration
provision by sending us written notice within
45 days after your first card purchase, or by
February 15, 2013, whichever is later.  See Your
Right to Reject Arbitration below.
For this section, you and us includes any
corporate parents, subsidiaries, affiliates or
related persons or entities.  Claim means any
current or future claim, dispute or controversy
relating to your Account(s), this Agreement, or
any agreement or relationship you have or had
with us, except for the validity, enforceability
or scope of the Arbitration provision.  Claim
includes but is not limited to: (1) initial claims,
counterclaims, crossclaims and third-party claims;
(2) claims based upon contract, tort, fraud, statute,
regulation, common law and equity; (3) claims
by or against any third party using or providing
any product, service or benefit in connection with
any account; and (4) claims that arise from or
relate to (a) any account created under any of
the agreements, or any balances on any such
account, (b) advertisements, promotions or
statements related to any accounts, goods or
services financed under any accounts or terms
of financing, (c) benefits and services related
to card membership (including fee-based or
free benefit programs, enrollment services and
rewards programs) and (d) your application for any
account.  You may not sell, assign or transfer a
claim.

Sending a Claim Notice
Before beginning a lawsuit, mediation or
arbitration, you and we agree to send a written
notice (a claim notice) to each party against
whom a claim is asserted, in order to provide
an opportunity to resolve the claim informally or
through mediation.  Go to americanexpress.com/
claim for a sample claim notice.  The claim notice
must describe the claim and state the specific
relief demanded.  Notice to you may be provided
by your billing statement or sent to your billing
address.  Notice to us must include your name,
address and Account number and be sent to
American Express ADR c/o CT Corporation
System, 111 8th Ave., NY, NY 10011.  If the claim
proceeds to arbitration, the amount of any relief
demanded in a claim notice will not be disclosed to
the arbitrator until after the arbitrator rules.

Mediation
In mediation, a neutral mediator helps parties
resolve a claim.  The mediator does not decide the
claim but helps parties reach agreement.

Before beginning mediation, you or we must first
send a claim notice.  Within 30 days after sending
or receiving a claim notice, you or we may submit
the claim to JAMS (1-800-352-5267, jamsadr.com)
or the American Arbitration Association ("AAA")
(1-800-778-7879, adr.org) for mediation.  We will
pay the fees of the mediator.

All mediation-related communications are
confidential, inadmissible in court and not subject
to discovery.

All applicable statutes of limitation will be tolled
until termination of the mediation.  Either you
or we may terminate the mediation at any time.
The submission or failure to submit a claim
to mediation will not affect your or our right to
elect arbitration.

Notwithstanding any other provision and
without waiving the right to appeal such
decision, if any portion of these Limitations on
Arbitration is deemed invalid or unenforceable,
then the entire Arbitration provision (other than
this sentence) will not apply.

Arbitration
You or we may elect to resolve any claim by
individual arbitration.  Claims are decided by a
neutral arbitrator.
If arbitration is chosen by any party,
neither you nor we will have the right to
litigate that claim in court or have a jury
trial on that claim.  Further, you and we
will not have the right to participate in a
representative capacity or as a member of
any class pertaining to any claim subject
to arbitration.  Arbitration procedures are
generally simpler than the rules that apply
in court, and discovery is more limited.  The
arbitrator's decisions are as enforceable
as any court order and are subject to very
limited review by a court.  Except as set
forth below, the arbitrator's decision will
be final and binding.  Other rights you or
we would have in court may also not be
available in arbitration.

Initiating Arbitration
Before beginning arbitration, you or we must
first send a claim notice.  Claims will be
referred to either JAMS or AAA, as selected
by the party electing arbitration.  Claims will be
resolved pursuant to this Arbitration provision
and the selected organization's rules in effect
when the claim is filed, except where those
rules conflict with this Agreement.  If we choose
the organization, you may select the other
within 30 days after receiving notice of our
selection. Contact JAMS or AAA to begin an
arbitration or for other information.  Claims
also may be referred to another arbitration
organization if you and we agree in writing or
to an arbitrator appointed pursuant to section 5
of the Federal Arbitration Act, 9 U.S.C. §§ 1-16
(FAA).

We will not elect arbitration for any claim you
file in small claims court, so long as the claim is
individual and pending only in that court.  You
or we may otherwise elect to arbitrate any claim
at any time unless it has been filed in court
and trial has begun or final judgment has been
entered.  Either you or we may delay enforcing
or not exercise rights under this Arbitration
provision, including the right to arbitrate a
claim, without waiving the right to exercise or
enforce those rights.

Limitations on Arbitration
If either party elects to resolve a claim by
arbitration, that claim will be arbitrated
on an individual basis.  There will be
no right or authority for any claims to
be arbitrated on a class action basis or
on bases involving claims brought in a
purported representative capacity on behalf
of the general public, other cardmembers or
other persons similarly situated.

The arbitrator's authority is limited to claims
between you and us alone.  Claims may not
be joined or consolidated unless you and we
agree in writing.  An arbitration award and any
judgment confirming it will apply only to the
specific case and cannot be used in any other
case except to enforce the award.

Arbitration Procedures
This Arbitration provision is governed by the
FAA.  The arbitrator will apply applicable
substantive law, statutes of limitations and
privileges.  The arbitrator will not apply any
federal or state rules of civil procedure or
evidence in matters relating to evidence
or discovery.  Subject to the Limitations on
Arbitration, the arbitrator may otherwise award
any relief available in court.  The arbitration
will be confidential, but you may notify any
government authority of your claim.

If your claim is for $10,000 or less, you
may choose whether the arbitration will be
conducted solely on the basis of documents,
through a telephonic hearing, or by an in-
person hearing.  At any party's request, the
arbitrator will provide a brief written explanation
of the award.  The arbitrator's award will be
final and binding, except for any right of appeal
provided by the FAA; however, any party will
have 30 days to appeal the award by notifying
the arbitration organization and all parties in
writing.  The organization will appoint a three-
arbitrator panel to decide anew, by majority
vote based on written submissions, any
aspect of the decision objected to.  Judgment
upon any award may be entered in any court
having jurisdiction.  At your election, arbitration
hearings will take place in the federal judicial
district of your residence.

Arbitration Fees and Costs
You will be responsible for paying your share
of any arbitration fees (including filing,
administrative, hearing or other fees), but only
up to the amount of the filing fees you would
have incurred if you had brought a claim in
court.  We will be responsible for any additional
arbitration fees.  At your written request, we
will consider in good faith making a temporary
advance of your share of any arbitration fees,
or paying for the reasonable fees of an expert
appointed by the arbitrator for good cause.

Additional Arbitration Awards
If the arbitrator rules in your favor for an
amount greater than any final offer we made
before arbitration, the arbitrator's award will
include: (1) any money to which you are
entitled, but in no case less than $5,000; and
(2) any reasonable attorneys' fees, costs and
expert and other witness fees.

Your Right to Reject Arbitration
You may reject this Arbitration provision by
sending a written rejection notice to us at:
American Express, P.O. Box 981556, El Paso,
TX 79908.  Go to americanexpress.com/reject
for a sample rejection notice.  Your rejection
notice must be mailed within 45 days after your
first card purchase, or by December 19, 2012,
whichever is later.  Your rejection notice must
state that you reject the Arbitration provision
and include your name, address, Account
number and personal signature.  No one else
may sign the rejection notice.  If your rejection
notice complies with these requirements, this

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Arbitration provision and any other arbitration
provisions in the cardmember agreements for
any other currently open American Express
accounts you have will not apply to you, except for
Corporate Card accounts and any claims subject
to pending litigation or arbitration at the time
you send your rejection notice.  Rejection of this
Arbitration provision will not affect your other rights
or responsibilities under this Claims Resolution
section or the Agreement.

Rejecting this Arbitration provision will not
affect your ability to use your card or any other
benefit, product or service you may have with
your Account.

Continuation
This section will survive termination of your
Account, voluntary payment of your Account
balance, any legal proceeding to collect a debt,
any bankruptcy and any sale of your Account

(in the case of a sale, its terms will apply to the
buyer of your Account).  If any portion of this
Claims Resolution section, except as otherwise
provided in the Limitations on Arbitration
subsection, is deemed invalid or unenforceable,
it will not invalidate the remaining portions of
this Claims Resolution section.

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