CARDMEMBER AGREEMENT 
 
RATES AND FEES SUPPLEMENT 
 
INTEREST RATES AND INTEREST CHARGES 
 
Annual Percentage Rate (APR) for Purchases 
 From 11.99% to 19.99%. This APR will vary with the market based on the Prime Rate.1 
 
APR for Balance Transfers 
 From 11.99% to 19.99%. This APR will vary with the market based on the Prime Rate.2 
 
APR for Cash Advances 
 23.99% This APR will vary with the market based on the Prime Rate.3 
 
Penalty APR and When It Applies 
  
 29.99%. 4 
 
The Penalty APR may apply to your Account if you: 
 
  
 1. Make a late payment; 
 
  
 2. Go over your credit limit; 
 
  
 3. Make a payment that is returned; or 
 
  
 4. Do any of the above on another account or loan you have with us or any of our related companies. 
 
  
  
 
  
 How Long Will the Penalty APR Apply: If an APR is increased for any of these reasons, The Penalty APR will apply indefinitely unless you make six consecutive Minimum Payments when due, beginning immediately after the increase. 
 
  
  
 
Paying Interest 
  
  
Your due date will be at least 21 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 and balance transfers on the transaction date. 
 
 
 
  
  
 
  
  
 
 
 
Minimum Interest Charge  
 If you are charged Interest, the charge will be no less than $1. 
 
For Credit Card Tips from  the Federal Reserve Board 
  
To learn more about factors to consider when applying for or using a credit card, visit the website of the Federal Reserve Board at http://www.federalreserve.gov/creditcard. 
 
 
  
 
  
   
 
FEES 
 
  
   
 
Annual Membership Fee 
  None. 
 
  
   
 
Transaction Fees 
   
 
� Balance Transfers 
 Either $10 or 5% of the amount of each transfer, whichever is greater. 
 
� Cash Advances 
 Either $10 or 5% of the amount of each transaction, whichever is greater.  
 
� Foreign Transactions 
 3% of each transaction in U.S. dollars. 
 
  
   
 
Penalty Fees 
   
 
� Late Payment  
 Up to $35 
 
� Over-the-Credit Limit 
 None 
 
� Return Payment 
 $20 
 
� Return Check 
 $20 
 
  
   
 
How We Will Calculate Your Balance: We use the average daily balance method (including new purchases). See the �Periodic Interest Charges� section of this Agreement for more details. 
 
 
 
  
   
 
 
 
Billing Rights: See �Billing Rights Summary� section of this Agreement for Information on your rights to dispute transactions and how to exercise those rights. 
 
 
   
 
Prime Rate: The Index for variable APRs is based on the Prime Rate. The Index is 3.25% as of June 23, 2012.  Please refer to �Interest Charges On Your Account Balance� section of this Agreement for more details. 
 
1 Purchase APR: The Interest rate of Purchases is variable and is equal to Prime plus a margin of 8.74 to 16.74% (Daily periodic rate currently 0.03284 to 0.05476%). 
 
2 Balance Transfer APR: The Interest rate for Balance transfers is variable and is equal to Prime plus a margin of 8.74 to 16.74% (Daily periodic rate currently 0.03284 to 0.05476%). 
 
3 Cash Advances APR: The Interest rate for Cash Advances is variable and is equal to Prime plus a margin of 20.74% (Daily periodic  rate currently 0.06572%). 
 
4 Penalty APR: The daily periodic rate for the non-variable Penalty Interest rate is 0.08216%. 
 
Visa is a registered trademark of Visa International Service Association, and is used by the issuer pursuant to license from Visa U.S.A. Inc. Sallie Mae, Sallie Mae Bank and the Sallie Mae logo are registered service marks of Sallie Mae, Inc. SLM Corporation and its subsidiaries, including Sallie Mae, Inc., are not sponsored by or agencies of the United States of America. All rights are reserved.  
� 2012 Sallie Mae, Inc. 
 

 


1

Sallie Mae� Credit Card Program
� Cardmember Agreement
� Billing Rights Summary
� Arbitration Agreement

CARDMEMBER AGREEMENT
General Information: This Agreement (�Agreement�) contains the terms and disclosures, which may apply to your credit card Account (�Account�) with Sallie Mae Bank. The words �we,� �us� and �our� mean Sallie Mae, Sallie Mae Bank, its successors and assigns. The words �Cardmember,� �you� and �your� mean all persons who we approve to use the Account; and �Card� means your Visa� credit card issued by Sallie Mae Bank. 
In addition to this Agreement, the Rates and Fees Supplement (�Supplement�), you received with your Card, contains the current rates and fees applicable to your Account. The rates and fees disclosed in the Supplement and referred to herein are incorporated in this Agreement to the same extent as if fully set forth herein. The Agreement and Supplement together constitute the entire Agreement governing your Account.
1. How to use this Account: You may use your Account only for personal, family, or household purposes. Signing and use of your Card, through any means described below, constitutes acceptance of all terms and conditions in this Agreement. 
You may purchase goods and services (�Purchases�) up to your Total Credit Line by presenting your Card and signing a sales slip for the amount of the Purchase or by using your Card over the telephone, Internet or other electronic method to complete Card transactions. 
At Sallie Mae�s sole discretion, you may request a Balance Transfer from Sallie Mae to pay off other creditors (�Balance Transfer�) up to your Total Credit Line by making a request for a Balance Transfer by any method designated by Sallie Mae. Sallie Mae may also send you Balance Transfer Checks that you may use to payoff other creditors directly and any amounts transferred to your Account pursuant to your use of Balance Transfer Checks will be treated as Balance Transfers under this Agreement. 
You may also use your Card to obtain Cash Advances (�Cash Advances�):
a) By receiving a Cash Advance from financial institutions that accept a Visa credit card; or
b) By making withdrawals with this Card at an automated teller machine that can access your Account; or
c) By requesting other transactions that are equivalent to cash (�Quasi-Cash Transactions�), including but not limited to, Purchases of wire transfers, ACH transactions, money orders, travelers checks, foreign currency, lottery tickets, and off track bets and casino gambling chips and person-to-person payments obtained or made with your Card; or
d) By use of preprinted Convenience Checks that we may issue to you.
2. Total Credit Line: We will provide you with notice of your initial Total Credit Line. You agree we may change your Total Credit Line at any time subject to any restrictions of applicable law. We may limit the amount of Cash that you may obtain from your Account to a portion of your Total Credit Line; and, we reserve the right to delay making your Total Credit Line fully available until all funds remitted as payment have been collected. Unless you have a Visa Signature Card, you agree never to use your Card when the use will exceed your Total Credit Line and that we are not obligated to extend to you credit for an amount that would make your outstanding balance exceed your Total Credit Line, or for any amount if your outstanding balance is already over the Total Credit Line. 
Any increases in your Total Credit Line you request will require that you make either a written, oral or electronic application for our approval. We will re-evaluate your financial condition, including your ability to make payments, if you request a higher Total Credit Line, or at any other time, and this may include obtaining a current credit bureau report, and or asking you for current financial information. Based on such review, we may immediately increase, reduce or even revoke your Account, without prior written notice to you. 
If you make a transaction that would cause you to exceed your Total Credit Line we may (a) allow the transaction without increasing your Total Credit Line; (b) allow the transaction without increasing your Total Credit Line and treat that amount as immediately due, or (c) refuse the transaction. If the transaction is refused we may notify the person who attempted the transaction that it has been refused. If we permit a transaction that causes an Overlimit condition, it does not mean that we will do so again in the future. You will pay any amounts, which exceed your Total Credit Line, upon demand. If you have a Visa Signature Account, the Total Credit Line represents the amount of revolving credit available to you. You have no preset spending limit on your Account. This does not mean you may spend without limit. Each transaction that causes your Balance to exceed the Total Credit Line maybe evaluated based on your account performance and your experience with us and with other creditors.
3. Illegal Activities and Card Use: You agree not to use your Card or Account to engage in activities deemed illegal by federal and/or state laws, including, but not limited to, Internet gambling. If you use your Card or Account to engage in such activities, you understand that you will nevertheless be liable for any resulting Purchase or Cash Advance made by use of your Card or Account.
4. Billing Statement (�Statement�): If you have an outstanding debit or credit Balance of $1.00 or more, or if there is any Interest charge imposed during a billing cycle, and your account has not been converted to a closed end loan (see section entitled Remedies on Default) we will send you a Statement, unless prohibited by applicable law.
5. Interest Charges on Your Account Balance:
a) Paying Interest/When Interest Charges Begin to Accrue: 
Purchases, Balance Transfers and Cash Advances begin to accrue Interest charges, computed on a Daily Periodic Rate, from the day the transaction is included in the Average Daily Balance of the Account and continue to accrue Interest charges until the transaction is paid in full. However, you can avoid periodic interest charges on new Purchases when they are first billed to your Account, as described below, but not on Cash Advances and Balance Transfers. If your current Statement indicates that you made full payment of the Previous Balance (which is the same as the New Balance from your previous Statement) by the date and time the Minimum Payment was due on the previous Statement or if the current Statement indicates that the Previous Balance is zero, and if you also make a payment equal to the New Balance indicated on the current Statement by the date and time the Minimum Payment is due on the current Statement, then we will not charge periodic interest on any portion of the New Purchases that appear on the current Statement that we allocate such payment to. Otherwise, an Interest charge computed on a Daily Periodic Rate will be imposed and will begin to accrue on the transaction date of the Cash Advance, Quasi-Cash Advance, Balance Transfer, or Purchase(s) until payment in full is received. The transaction date for Convenience Checks and Balance Transfers is the date the Convenience Check or Balance Transfer is processed by Sallie Mae for payment. There is no period within which you can avoid periodic Interest charges on Cash Advances, Balance Transfers or Transaction Fees.
b) Promotional Annual Percentage Rate and Offers: 
From time to time, you may be offered special promotional terms with respect to certain Purchases, Balance Transfers or Cash Advances on your Account (�Promotional Plans�), during a specified period of time (promotional or introductory period). The provisions of this Agreement apply to any Promotional Plan offering, unless otherwise provided in this Agreement or under the Promotional Plan offering. The Interest Charge during the promotional or introductory period will be figured by applying the promotional daily periodic rate (1/365 of the Promotional Annual Percentage Rate) to the Average Daily Balance of Purchases, Balance Transfers or Cash Advances, as applicable that post to your Account prior to the expiration of the promotional period. Beginning with the first billing cycle following the promotional period, the Annual Percentage Rate and the corresponding Daily Periodic Rate will be figured in accordance with subparagraph (c) below.
 We may terminate your participation in any Promotional Plan if you fail to make any Minimum Payment by the Payment Due Date shown on your Statement during the promotional or introductory period or for any other reason under the Promotional Plan offering. 
c) Standard Annual Percentage Rate, Variable Rates 
and Prime: 
A portion of the Interest Charge will be figured by multiplying the average daily balance by the Daily Periodic Rate (1/365 of the Annual Percentage Rate disclosed in the Supplement, or otherwise provided to you), and then multiplying by the number of days in the billing cycle. 
From time to time, we offer different credit card plans with varying features. And, your credit card plan may be a non-variable rate plan, a variable rate plan, or a combination of both. If you have a non-variable rate feature, as part of your overall credit card plan, the non-variable Annual Percentage Rate is disclosed on the Supplement. 
If you have a variable rate feature as part of your overall credit card plan, the Daily Periodic Rate and the Standard Annual Percentage Rate (APR) may change from time to time based on movements of the �Index,� plus or minus the percentage identified on the Rates and Fees Supplement as the margin. The Variable Rate may change each billing cycle if the Index changes. The Index is set on the twenty-fifth day of each month. The Index is the highest U.S. Prime Rate published in the Money Rates section of The Wall Street Journal on the twenty-third of the month or, if the twenty-third is not a business day, the most recent business day that is at least two days prior to the twenty-fifth day of the month. A �business day� is any day that is not a weekend or federal holiday. For example, if the twenty-third of the month is a Saturday, the Index is determined on the twenty-second of the month, so long as the twenty-second of the month is a business day. The new rate will be applied as of the first day of the billing cycle during which the Index changes. If the APR increases, you will pay a higher interest charge and may pay a higher Minimum Payment. The Prime Rate is simply a pricing index and is not the lowest interest rate available. If The Wall Street Journal stops publishing the Prime Rate, we will select a comparable substitute Index. 
d) Penalty Annual Percentage Rate (Penalty Pricing): 
To the extent permitted by law, including Regulation Z, the Penalty APR disclosed in the Supplement (the �Penalty APR�) may apply to future Purchases, Balance Transfers and Cash Advances on your Account if you fail to make any Minimum Payment Due by the Due Date shown on your Statement, exceed your Total Credit Line, (unless you are a Visa Signature member) make a payment that is returned, or do any of the foregoing on another account or loan with us or any of our related companies. If you fail to make the Minimum Payment Due by the Due Date shown on your Statement for two (2) consecutive billing cycles, the Penalty APR will also apply to any existing and future Purchases, Balances Transfers and Cash Advance balances, including any balances to which a promotional rate applies. 
Before we apply the Penalty APR, we will provide you any notice required by law. If we do not increase your APRs to the Penalty APR when any of the above events occur, we reserve our right to increase your APRs if any of these events occur in the future. If you make the required Penalty APR will also apply to any existing and future Purchases, Balances Transfers and Cash Advance balances, Minimum Payment by the Due Date for the six (6) consecutive billing cycles immediately following application of the Penalty APR, the Penalty APR will stop applying to transactions that occurred prior to or within 14 days after we provided you notice about the APR increase. 
e) Minimum Interest Charge: A Minimum Interest Charge as disclosed on the Supplement will be assessed for any billing cycle in which Interest charges are otherwise charged and are less than the Minimum Interest Charge. 
f) Balance Subject to Interest Charges: We figure the Interest charges on your Account by applying the periodic rate applicable to each balance segment to the Average Daily Balance of each balance segment on your Account. To get the Average Daily Balance on your Account we take the beginning balance of each segment of your Account each day, which includes Transaction Fees, unpaid interest charges and the previous day�s Interest charges and other fees, and (i) for the Purchase segment, add any new Purchases (including other fees), if any, (ii) for the Balance Transfer segment add any new Balance Transfers and add any Balance Transfer Fees, and (iii) for the Cash Advance segment and add any new Cash Advances and any Cash Advance Fees. For each balance segment we then subtract any payments and credits that apply to that balance segment. This gives us the daily balance for that balance segment. Then we add up all the daily balances for each balance segment for the billing cycle and divide the total by the number of days in the billing cycle. This gives us the Average Daily Balance for each balance segment.
6. Foreign Transactions: If a transaction is in a foreign currency, Visa International will convert the transaction into U.S. dollars by using their own currency conversion procedures. The exchange rate will be determined in one of two ways. The rate will come from either the range of rates available in the wholesale currency markets for the processing date (which may be different from the rate the card association receives) or a government-mandated rate in effect on that date. The exchange rate used may differ from the rate on the date of your transaction.
7. Transaction Fees and Foreign Transaction Fee: When you obtain a Balance Transfer or Cash Advance (including Quasi-Cash Advances and Wire Transfers), you agree to pay a Transaction Fee. Each Transaction Fee will be applied to your Account as part of the applicable balance segment for which the Transaction Fee was incurred when the transaction is posted. The Transaction Fees that apply to your Account are disclosed in the Supplement. Fees will only be charged to the extent permitted by federal law, including Regulation Z.
A Foreign Transaction Fee will be applied to each international transaction (i.e., a transaction occurring in any country outside of the United States, Puerto Rico or the U.S.Virgin Islands, whether or not a foreign currency is converted and any transaction that is in a foreign currency even if you are in the United States at the time the transaction takes place). The Foreign Transaction Fee is disclosed on the Supplement and will be displayed as a separate transaction on your Statement. Fees will only be charged to the extent permitted by federal law.
8. Other Fees: The fees listed below will be treated as Purchases on your Account. Fees will only be charged to the extent permitted by federal law. 
a) Annual Membership Fee: If your credit card plan includes an annual fee, the amount of the fee is disclosed on the Supplement. 
b) Late Payment Fee: Your Minimum Payment Due will be past due if it is not received by us on or before 5:00 pm ET on the Payment Due Date shown on each Statement. The Late Payment Fee is $25 unless one of your six most recent prior monthly payments was also late, in which case the Late Payment Fee is $35, but in no event will the late fee exceed the amount of the late payment to which the fee applies. 
c) Over-the-credit-limit fee: None. 
d) Returned Payment Fee: If payment of a check or similar instrument, sent to us in payment on your Account, is not honored or is returned, or if an automatic debit cannot be processed, your Account will be charged the fee indicated on the Supplement, but in no event will the fee exceed the amount of the minimum payment due immediately prior to the date on which the payment is returned. We will not assess both a Returned Payment Fee and a Late Fee on the basis of the same payment.
e) Returned Convenience Check Fee: If we receive a Convenience Check you have written on your Account that would cause the balance of your Account to exceed the Total Credit Line, or if you have post-dated your Convenience Check, or if your payments are not current, or if we have cancelled your Account, your Account will be charged a Returned Check Fee indicated on the Supplement, but in no event will the fee exceed the amount of the returned convenience check. 
f) Returned Balance Transfer Fee: If you initiate a Balance Transfer in excess of your available Total Credit Line and it is presented for payment in the form of an item or written instrument (e.g. check) and returned by us unpaid, your Account will be charged the Return Check Fee indicated on the Supplement, but in no event will the fee exceed the amount of the returned balance transfer request. 
g) Document Copies, Rush Card and Other Convenience Fees: If you request a copy of a charge slip or other document not in connection with a billing error, or if you request overnight delivery or a replacement card, or if you request any other special services, we may charge your account a fee. Before we do, we will disclose the fee to you at the time of your request. 
9. Minimum Payment: You must pay at least the Minimum Payment Due on your Statement by the Payment Due Date shown on the Statement. You may pay more than the Minimum Payment Due at any time. The Minimum Payment Due will be the greater of $25 or (i) 1% of the principal balances across all balance segments, plus (ii) accrued Interest charges, plus (iii) fees owed, plus (iv) any past due amounts. We may also add any amount in excess of your Total Credit Line to the Minimum Payment Due. If your current Balance (as of the Closing Date shown on the Statement) is less than $25, the Minimum Payment Due is the current Balance. Cash Advances, Balance Transfers, Convenience Checks and Balance Transfer Checks drawn against a Sallie Mae account will not be accepted for payment on this Account or any other Sallie Mae account, nor may you use this Account to make a payment on any other Sallie Mae account. Each billing cycle you must pay at least the Minimum Payment Due. Payments made in any billing cycle that are greater than the Minimum Payment Due will not affect your obligation to make the next Minimum Payment Due. You understand that by making only minimum payments you increase your costs and extend the repayment period of your Account. You agree to make your payments in U.S. dollars. You agree that we are not obligated to accept payment checks drawn on a non-U.S. domiciled financial institution or entity. Should you present us and we accept a check drawn on a non-U.S. domiciled financial Institution or entity, posting of your payment will be delayed. All payments, including large dollar payment amounts may not increase the available credit on your account until the funds have been collected in U.S. dollars. You agree to allow us, at our discretion, to place a hold on your Account until large dollar payment amounts have been collected, or debit your deposit account or to reduce your payment for any collection and processing fees associated with handling these payments. 
When you provide a check as payment, you authorize us either to use information from your check to make a one-time electronic fund transfer from your account or to process the payment as a check transaction.
10. Payment Holiday Option: At our option, we may not require you to make the full Minimum Payment Due during certain designated billing cycles. If you do not make your Minimum Payment Due as provided in this Agreement, you understand we will continue to apply Interest charges to your Account. Beginning with the billing cycle following a Holiday Payment Option, you agree that all of the provisions of this Agreement shall apply.
11. Irregular Payment: We may accept late payments, partial payments or payments with restrictive writing, such as �Payment in Full� or similar language, without losing any of our rights under the Agreement. If you wish to make a payment in satisfaction of a disputed amount or balance, you must send it to Sallie Mae Credit Card, P.O. Box 9650, Wilkes-Barre, PA, 18773-9650 with a letter of explanation.
12. Allocation of Payments: We will allocate payments equal to or less than the required Minimum Payment and any credits to balances on your Account in a way that is most favorable to or convenient to us, typically to balances with lower APRs before balances with higher APRs. We allocate payments over the required Minimum Payment to balances with the highest APR first, then to lower rate balances in descending order of APRs. The manner in which we allocate any payment to your Account balances may affect the amount of any payment applied to introductory or promotional financing balances and may result in higher Interest charges to your Account, depending on the types of transactions you make (such as promotional or non-promotional Purchases, Balance Transfers and/or Cash Advances), and the timing and amount of your payments.
13. Amendments: To the extent permitted by law, we have the right to change the terms of this Agreement for any reason, and in any respect, by adding, deleting or modifying any provision, including APRs, fees, the Minimum Payment and other terms. We can add a new provision without regard to whether the provision deals with a matter already addressed by this Agreement. In certain circumstances, when we are required by law to notify you of changes to the terms of this Agreement, we will do so. In other circumstances we may not be required to do so. When required by law to advise you that you have a legal right to reject any changes we make, we will provide an explanation about how to do that. Changes will not apply to existing balance unless not prohibited by applicable law. In some circumstances, APRs or other aspects of your Account may change even though the terms of the Account do not change, for example when THE PRIME RATE changes or the Penalty APR becomes applicable. See the Penalty APR section about our right to increase APRs on outstanding balances and/or future transactions for events of default including late payment.
14. Events of Default: You understand that a default by any Cardmember will be a default by all Cardmembers, and we may declare you to be in default under this Agreement if any of the following events shall occur: (a) if you fail to comply with the Minimum Payment Due or any other terms or conditions of this Agreement or any other obligation you have or will have with us; (b) if you should die or become insolvent; (c) if a petition should be filed or other proceeding should be started under the Federal Bankruptcy Code or any State Insolvency statute by or against you; (d) if a Receiver should be appointed or a writ or order of attachment, levy or garnishment should be issued against you or any of your property assets or income; or (e) if we should consider you or any debts due under this Agreement unsafe or not completely secure or if we should believe, in good faith, that the chances of you paying or performing all your obligations under this Agreement are impaired; or (f) for fraudulent or making any false statement in the application or otherwise.
15. Remedies on Default: You agree that you will accept calls at your home, place of business or on a mobile telephone regarding the Account. You understand that calls may be automatically dialed and a message played; you agree that these calls are not �unsolicited calls� for purposes of any state or federal law, and you expressly consent to receive such calls. If you are in default, you agree that we are not obligated to provide additional extensions of credit. You also agree that our obligation for further credit extensions shall immediately end; and, we can require immediate repayment of your total outstanding balance. And, subject to applicable provisions of law, you agree to pay all reasonable collection expenses incurred by us in the collection of amounts you owe under this Agreement (including attorney�s fees, court costs and fees of any collection agency to which we refer your Account). If we close your Account as a result of your default, you agree we may convert your Account into a closed end loan with the same interest rate and fees as applied to your credit card Account and that we may, at our option, increase the minimum payment due to the extent permitted by applicable law. If we convert your Account to a closed end loan, we will provide you with any disclosures required by applicable law.
16. Waiver: We may delay enforcing our rights under this Agreement without losing them. A waiver of rights by us shall not be deemed to be a waiver of other rights or of the same rights at another time.
17. Transfer of Account: You cannot transfer or assign your Account to any other person. You understand and agree that we may transfer or assign all or any part of your Account balance and/or your rights under this Agreement to another person or entity at any time, with or without notice to you.
18. Cancellation: You may close your Account by notifying us in writing or by telephone, and by destroying all cards, Convenience Checks or other credit devices for the Account. You must notify anyone you have authorized to charge transactions to your Account that you have closed your Account or we may continue to allow these transactions. Your obligations on the Account will continue even though we have cancelled your Account. We may cancel, limit or modify this Agreement and the use of your Account or Card at any time without notice to you.
19. Joint Account Holders or Co-Applicants (if applicable): Each person who signed the Application or who uses the Account is individually and jointly liable for all payments due under this Agreement regardless of who receives benefit from the Account or any divorce or other legal proceeding or agreement that may affect liability between Account holders. Notice to one of you will be considered to be notice to all of you; and, we can rely on instructions from one of you, even if we receive inconsistent instructions from another person.
20. Authorized Users (if applicable): If you request additional cards for use by persons other than yourself or other Account holder(s), you agree that these persons will be Authorized Users and you will be responsible and obligated for any transaction made by these persons. An Authorized User is not obligated on this Account. We reserve the right to refuse to add Authorized Users to an Account.
21. Liability for Unauthorized Use: If you notice the loss or theft of your credit card or a possible unauthorized use of your card, you should write to us immediately at: Sallie Mae Credit Card, PO Box 3880, Omaha, NE, 68103, or call us at 1-877-881-1004. You will not be liable for any unauthorized use that occurs after you notify us. 
We issue the Card to you at your request and you agree to destroy it, and any Convenience Checks issued upon your Account, upon demand. You will notify us promptly if your Card or Convenience Checks are lost, stolen or if there is unauthorized use of your Card or Convenience Checks, or if someone uses your Card to make unauthorized purchases at non-Visa/Interlink merchants. Under our no fraud liability policy, you will not be liable for any unauthorized purchases made through the Visa/Interlink network at merchants, including those transacted on the Internet if you contact us promptly after the account Statement on which the transaction occurred was mailed to you. If you orally give us notice concerning loss or theft, you agree to confirm it in writing upon request. Also, you agree to assist us in determining the facts, circumstances and other pertinent information relating to any loss, theft or possible unauthorized use of your Card and to comply with such procedures as we may require in connection with our investigation. You agree that unauthorized use does not include use by a person to whom you have given authority to use the Card, or Convenience Checks, and that you will be liable for all use by such a person until you notify us that such authority to use the Card is no longer authorized. To terminate that authority you must notify us at 1-877-881-1004.
22. Credit Reports and Account Information: You give us permission to request information and to make whatever inquiries we consider necessary and appropriate (including obtaining information from third parties and requesting consumer reports from consumer reporting agencies) for the purpose of considering your application for this Account and subsequently, in connection with any product upgrades or any updates, renewals or extensions of credit, or reviewing or collecting your Account. You also authorize us to report information concerning you or your Account, including information about your performance under this Agreement, to consumer reporting agencies and others who may properly receive such information. We may report information about your account to credit bureaus. Late payments, missed payments, or other defaults on your account may be reflected in your credit report. If you think we have reported information to a credit reporting agency that is not correct, you may write to us using the Cardmember Service address listed on your billing Statement. Please include your name, address, Account number, telephone number and a brief description of the problem and a copy of the credit reporting agency report if you have it. We will investigate the matter. If our investigation shows that you are right, we will contact each credit reporting agency to which we reported the information and will request they correct the report. If we disagree with you after our investigation, we will tell you in writing. 
CALIFORNIA AND UTAH RESIDENTS: As required by California and Utah law, you are hereby notified that a negative credit report reflecting on your credit record may be submitted to a credit reporting agency if you fail to fulfill the terms of your credit obligations. 
NEW YORK, RHODE ISLAND AND VERMONT RESIDENTS: You understand and agree that we may obtain a consumer credit report in connection with any updates, renewals or extensions of any credit as a result of your application and cardmembership. If you ask, you will be informed whether or not such a report was obtained and, if so, the name and address of the agency that furnished the report. You also understand and agree that we may obtain a consumer credit report in connection with the review or collection of any extension of credit made to you or for other legitimate purposes related to such extension of credit.
23. Change of Address: You agree to notify us promptly if you change your address, telephone number or any other contact information. You also agree that if the U.S. Postal Service or one of its agents notifies us of a change in address for you, we may change your address based on this information. We will have no liability to you for changing your address based on such information, even if the information provided by the U.S. Postal Service or one of its agents is in error. If any Statement is returned to us because of an incorrect address, we may stop sending Statements to you until a valid address is provided to us, but for all purposes it shall be considered as if we made your Statement available to you as of the Statement Date that was or would have been printed on your Statement.
24. Telephone Communication Monitoring and Contacting You: You agree that your telephone communications with us may be monitored and recorded, by our employees or agents. You agree, in order for us to service the Account or in connection with any loan or account that is serviced by or that you may have or obtain from Sallie Mae now or in the future, or to collect any amounts you may owe, that we may from time to time contact you using any means of communication including, but not limited to, making calls and sending text messages to you, using prerecorded/artificial voice messages and/or through the use of an automatic dialing device, at any telephone number associated with your account, including mobile telephone numbers that could result in charges to you. You also expressly consent to Sallie Mae sending email messages regarding your Account to your email address, including emails delivered to a cell phone or mobile device.
25. Communications Under Federal Bankruptcy Code: Any communication with us required or permitted under the Federal Bankruptcy Code must be in writing, must include your account number, and must be sent to Sallie Mae Credit Card, P.O. Box 9560, Wilkes-Barre, PA 18773-9560.
26. Rewards, Special Programs and Benefits: We may offer from time to time rewards or special programs and benefits (�Programs) for Cardmembers. Normal fees and provisions in this Agreement will apply to these Programs unless they are inconsistent with the specific offer. The features of these Programs will vary and use of the Account under the terms of these Programs constitutes acceptance of the terms of the Programs without modifying or amending this Agreement.
27. GOVERNING LAW: THE TERMS AND ENFORCEMENT OF THIS AGREEMENT AND YOUR ACCOUNT SHALL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH FEDERAL LAW AND, TO THE EXTENT STATE LAW APPLIES, THE LAW OF THE STATE OF UTAH, WITHOUT REGARD TO CONFLICT-OF-LAW PRINCIPLES. THE LAW OF THE STATE OF UTAH, WHERE WE AND YOUR ACCOUNT ARE LOCATED, WILL APPLY NO MATTER WHERE YOU LIVE OR USE THE ACCOUNT.
28. Agreement in Writing: This Cardmember Agreement, including the Rates and Fees Supplement, is the final expression of the agreement between you and us and it may not be contradicted by evidence of an alleged oral agreement. 
MISSOURI RESIDENTS ONLY: ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT ORFORBEAR FROM ENFORCING REPAYMENT OF DEBTINCLUDING PROMISES TO EXTEN OR RENEW SUCHDDEBT ARE NOT ENFORCEABLE. TO PROTECT YOU(BORROWER(S) AND US (CREDITOR) FROM ANY)MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERSARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THEAGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
BILLING RIGHTS SUMMARY
YOUR BILLING RIGHTS: Keep this Document for Future Use. This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act. 
WHAT TO DO IF YOU FIND A MISTAKE ON YOUR STATEMENT: 
If you think there is an error on your Statement, write to us at: Sallie Mae Credit Card Disputes, P.O. Box 2988, Omaha, NE 68103-2988
In your letter, give us the following information:
� Account information: Your name and Account number.
� Dollar amount: The dollar amount of the suspected error.
� Description of problem: If you think there is an error on your bill, describe what you believe is wrong and why you believe it is a mistake.
You must contact us:
� Within 60 days after the error appeared on your Statement.
� At least 3 business days before an automated payment is scheduled, if you want to stop payment on the amount youthink is wrong.You must notify us of any potential errors in writing. You may call us, but if you do we are not required to investigate any potential errors and you may have to pay the amount in question. 
WHAT WILL HAPPEN AFTER WE RECEIVE YOUR LETTER: 
When we receive your letter, we must do two things: 
1. Within 30 days of receiving your letter, we must tell you that we received your letter. We will also tell you if we have already corrected the error.
2. Within 90 days of receiving your letter, we must either correct the error or explain to you why we believe the bill is correct. 
While we investigate whether or not there has been 
an error: 
� We cannot try to collect the amount in question, or report you as delinquent on that amount. 
� The charge in question may remain on your Statement, and we may continue to charge you interest on that amount. 
� While you do not have to pay the amount in question, you are responsible for the remainder of your balance. 
� We can apply any unpaid amount against your Total Credit Line.
After we finish our investigation, one of two things 
will happen:
� If we made a mistake: You will not have to pay the amount in question or any interest or other fees related to that amount.
� If we do not believe there was a mistake: You will have to pay the amount in question along with applicable interest and fees. We will send you a Statement of the amount you owe and the date payment is due. We may then report you as delinquent if you do not pay the amount we think you owe. If you receive our explanation but still believe your bill is wrong, you must write to us within 10 days telling us that you still refuse to pay. If you do so, we cannot report you as delinquent without also reporting that you are questioning your bill. We must tell you the name of anyone to whom we reported you as delinquent, and we must let those organizations know when the matter has been settled between us. If we do not follow all of the rules above, you do not have to pay the first $50 of the amount you question even if your bill is correct. 
YOUR RIGHTS IF YOU ARE DISSATISFIED WITH YOUR CREDIT CARD PURCHASES: 
If you are dissatisfied with the goods or services that you have purchased with your credit card, and you have tried in good faith to correct the problem with the merchant, you may have the right not to pay the remaining amount due on the purchase. 
To use this right, all of the following must be true: 
1. The purchase must have been made in your home state or within 100 miles of your current mailing address, and the purchase price must have been more than $50. (Note: Neither of these are necessary if your purchase was based on an advertisement we mailed to you, or if we own the company that sold you the goods or services).
2. You must have used your credit card for the purchase.Purchases made with Cash Advances from an ATM or with a check that accesses your credit card Account do not qualify.
3. You must not yet have fully paid for the purchase. If all of the criteria above are met and you are still dissatisfied with the purchase, contact us in writing at: Sallie Mae Credit Card Disputes, P.O. Box 2988, Omaha, NE 68103-2988.
While we investigate, the same rules apply to the disputed amount as discussed above. After we finish our investigation, we will tell you our decision. At that point, if we think you owe an amount and you do not pay, we may report you as delinquent. 
ARBITRATION AGREEMENT
To the extent permitted under federal law, you and we agree that either party may elect to arbitrate � and require the other party to arbitrate � any Claim under the following terms and conditions. This Arbitration Agreement is part of the Cardmember Agreement (�Agreement�).
1. RIGHT TO REJECT: You may reject this Arbitration Agreement by mailing a signed rejection notice to Sallie Mae Credit Card, P.O. Box 9480, Wilkes-Barre, PA 18773-9480 within 60 days after the date your account is opened. Any Rejection Notice must include your name, address, telephone number and Account number.
2. IMPORTANT WAIVERS: If you or we elect to arbitrate a Claim, you and we both waive the right to: (1) have a court or a jury decide the Claim; (2) PARTICIPATE IN A CLASS ACTION IN COURT OR IN ARBITRATION, WHETHER AS A CLASS REPRESENTATIVE, CLASS MEMBER OTHERWISE; (3) ACT AS A PRIVATE ATTORNEY GENERAL IN COURT OR IN ARBITRATION; OR (4) JOINOR CONSOLIDATE CLAIM(S) WITH CLAIMS INVOLVINGANY OTHER PERSON IN COURT OR IN ARBITRATION. Other rights are more limited in arbitration than in court or are not available in arbitration. The waivers in subsections (2)-(4) above are called the �Class Action and Multi-Party Waivers.� The arbitrator shall have no authority to conduct any arbitration inconsistent with the Class Action and Multi-Party Waivers.
3. DEFINITIONS: In this Arbitration Agreement, the following definitions will apply: 
�You and �your� mean each and every Cardholder or Borrower and Cosigner on the Agreement and the heirs, executors and assigns of all of the foregoing. �We,� �us,� and �our� mean Sallie Mae, Sallie Mae Bank, its successors and assigns and all of their parents, wholly or majority owned subsidiaries and affiliates; any predecessors, successors and assigns of these entities; and all officers, directors, employees, agents and representatives thereof. These terms also include any party named as a co-defendant with us in a Claim asserted by you, such as investors or potential investors, credit bureaus, credit insurance companies, insurance agents, rating agencies, servicers, debt collectors, guarantors, performance bond trustees, and any of the foregoing entities� employees or officers. �Claimant� means the party who first asserts a Claim in a lawsuit or arbitration proceeding. �Administrator� means either the American Arbitration Association (the �AAA�), 335 Madison Avenue, New York, NY 10017, www.adr.org, or JAMS, 620 Eighth Avenue, 34th Floor, New York, NY 10018, www.jamsadr.com, provided that the Administrator must not have in place a formal or informal policy that is inconsistent with and purports to override the Class Action and Multi-Party Waivers set forth above (see Section 2). We get to select the Administrator if we give you written notice of your selection with our notice that we are electing to arbitrate any Claim or within 20 days after you give us notice that you are electing to arbitrate any Claim (or, if later, within 20 days after any dispute over the validity of this Arbitration Agreement is finally resolved). If we do not select the Administrator on time, you will do it. If for any reason the Administrator you or we select is unable or unwilling to serve or continue to serve as Administrator, the other company will serve as Administrator. If neither the AAA nor JAMS is able or willing to serve as Administrator, we and you will mutually agree upon an Administrator or arbitrator or the court will appoint the Administrator or arbitrator or arbitrators (in the case of a three -arbitrator panel provided for in Section 8, below), subject to the limitations set forth above regarding the Class Action and Multi-Party Waivers.
4. �CLAIM� means any legal claim, dispute or controversy between you and us that arises from or relates in any way to this Agreement, including any dispute arising before the date of this Arbitration Agreement and any dispute relating to: (1) the imposition or collection of principal, interest, attorneys� fees, collection costs or other fees or charges relating to this Agreement; (2) other provisions of this Agreement; (3) any application, disclosure or other document relating in any way to this Agreement or the transactions evidenced by this Agreement; (4) any insurance or other service or product offered or made available by or through us in connection with this Agreement, and any associated fees or charges; (5) our methods of soliciting your business; and (6) any documents, instruments, advertising or promotional materials that contain information about this Agreement or any associated insurance or other service or product. This includes, without limitation, disputes involving alleged fraud or misrepresentation, breach of contract or fiduciary duty, negligence or other torts, or violation of statute, regulation or common law. It also includes disputes involving requests for injunctions, other equitable relief or declaratory relief. However, �Claim� does not include any individual action brought by you in small claims court or your state�s equivalent court, unless such action is transferred, removed, or appealed to a different court. Also, �Claim� does not include disputes concerning the validity, enforceability, coverage or scope of this Arbitration Agreement or any part thereof (including, without limitation, the Class Action and Multi-Party Waivers described in Section 2 above, captioned, �Important Waivers,� the next to the last sentence in Section 10, captioned �Survival, Severability, Primacy� and/or this sentence); all such disputes are for a court and not an arbitrator to decide. However, any dispute that concerns the validity or enforceability of the Cardmember Agreement as a whole is for the arbitrator, not a court, to decide.
5. STARTING AN ARBITRATION: To initiate an arbitration, you or we must give written notice of an election to arbitrate. This notice may be given after a lawsuit has been filed and may be given in papers or motions in the lawsuit. If such a notice is given, the Claim shall be resolved by arbitration under this Arbitration Agreement and the applicable rules of the Administrator then in effect. The arbitrator will be selected under the Administrator�s rules, except that the arbitrator must be a lawyer with at least ten years of experience or a retired judge, unless you and we agree otherwise.
6. LOCATION AND COSTS: Any arbitration hearing that you attend will take place in a location that is reasonably convenient to you. We will consider (and generally honor) any good faith request to bear the fees charged by the Administrator and the arbitrator. Each party must normally pay the expense of that party�s attorneys, experts and witnesses, regardless of which party prevails in the arbitration. Despite the foregoing, we will pay all such fees if you prevail in an arbitration where you are the Claimant (even if we are not required to pay such fees under applicable law) and will pay all such fees we are required to bear: (a) under applicable law; or (b) in order to enforce this Arbitration Agreement.
7. DISCOVERY; GETTING INFORMATION: Either party may obtain from the other party prior to the hearing any information available under the Administrator�s rules or any relevant information the arbitrator determines should in fairness be made available.
8. EFFECT OF ARBITRATION AWARD: Any state or federal court with jurisdiction and venue may enter an order enforcing this Arbitration Agreement, enter judgment upon the arbitrator�s award and/or take any action authorized under the Federal Arbitration Act, 9 U.S.C. ��1 et seq. (the �FAA�). For any arbitration-related proceedings in which courts are authorized to take actions under the FAA, each party hereto expressly consents to the non-exclusive jurisdiction and venue of any state court of general jurisdiction or any state court of equity that is reasonably convenient to me, provided that the parties to any such judicial proceeding shall have the right to initiate such proceeding in federal court or remove the proceeding to federal court if authorized to do so by applicable federal law. The arbitrator�s award will be final and binding, except for: (1) any appeal right under the FAA; and (2) Claims involving more than $50,000. For Claims involving more than $50,000 (including claims where the cost of any requested injunctive or declaratory relief would potentially exceed $50,000), any party may appeal the award to a three-arbitrator panel appointed by the Administrator, which will reconsider de novo any aspect of the initial award that is appealed. The panel�s decision will be final and binding, except for any appeal right under the FAA. Except as provided in Section 6, above, the appealing party will pay the Administrator�s and arbitrator�s costs of the appeal.
9. GOVERNING LAW: This Arbitration Agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the FAA, and not by any state law concerning arbitration. The arbitrator shall follow applicable substantive law to the extent consistent with the FAA, applicable statutes of limitation and applicable privilege rules, and shall be authorized to award all remedies permitted by applicable substantive law, including, without limitation, compensatory, statutory and punitive damages (subject to constitutional limits that would apply in court), declaratory, injunctive and other equitable relief, and attorneys� fees and costs. Upon the timely request of either party, the arbitrator shall write a brief explanation of the basis of his or her award. The arbitrator will follow rules of procedure and evidence consistent with the FAA, this Arbitration Agreement and the Administrator�s rules.
10. SURVIVAL, SEVERABILITY, PRIMACY: This Arbitration Agreement shall survive your full payment of the Account; our sale or transfer of the Account; any legal proceeding to collect a debt owed by you; any bankruptcy or insolvency; any forbearance granted on your Account; and any cancellation, or request for cancellation, of the Agreement. If any portion of this Arbitration Agreement cannot be enforced, the rest of the Arbitration Agreement will continue to apply, provided that the entire Arbitration Agreement (other than this sentence) shall be null and void with respect to any Claim asserted on a class, representative or multi-party basis if the Class Action and Multi-Party Waivers are held to be invalid, subject to any right to appeal such holding. In the event of any conflict or inconsistency between this Arbitration Agreement and the Administrator�s rules or the Agreement, this Arbitration Agreement will govern.
11. NOTICE OF CLAIM; RIGHT TO RESOLVE; SPECIALPAYMENT: Prior to initiating, joining or participating in any judicial or arbitration proceeding, whether individually, as a class representative or participant or otherwise, regarding any Claim, the Claimant shall give the other party written notice of the Claim (a �Claim Notice�) and a reasonable opportunity, not less than 30 days, to resolve the Claim. Any Claim Notice you send must include your name, address, telephone number and Account number. Any Claim Notice must explain the nature of the Claim and the relief that is demanded. You may only submit a Claim Notice on your own behalf and not on behalf of any other party. The Claimant must reasonably cooperate in providing any information about the Claim that the other party reasonably requests. If: (i) you submit a Claim Notice in accordance with this paragraph on your own behalf (and not on behalf of any other party); (ii) we refuse to provide the relief you request; and (iii) an arbitrator subsequently determines that you were entitled to such relief (or greater relief), the arbitrator shall award you at least $7,500 (not including any arbitration fees and attorneys� fees and costs to which you may be entitled under this Arbitration Agreement or applicable law).

SMCB MKT4102A 1211