CAPITAL ONE TERMS AN D CONDITIONS  
     How We Will Calculate Your Balance:  We use a method called �average daily balance (including new purchases)�.  
     Billing Rights:  Information on your rights to dispute transactions and how to exercise those rights is provided i n this 
     Cardholder Agreement.  
     You may pay the entire New Balance at any time.  
      
     NOTICE FOR MARRIED WISCONSIN RESIDENTS:  No provision of a marital property agreement, unilateral statement 
     under Section 766.59 of the Wisconsin Statutes, or court order under Se ction 766.70 of the Wisconsin Statutes adversely 
     affects the interest of the creditor unless the creditor, prior to the time the credit is granted, is furnished a copy of the 
     agreement, statement or decree or has actual knowledge of the adverse provision w hen the obligation to the creditor is 
     incurred. If you are married, by submitting your credit card application you are confirming that this credit card obligation is 
     being incurred in the interest of your marriage and your family. If the credit card for wh ich you are applying is granted, you 
     will notify the Bank if you have a spouse who needs to receive notification that credit has been extended to you.  
      
     CARDHOLDER AGREEMENT AND DISCLOSURE STATEMENT   
     You have been approved for a Saks Fifth Avenue credit car d. This account is issued by Capital One, N.A. (Capital One).  
     INTEREST RATES INFOR MATION  
     Your variable Annual Percentage Rate (APR) is your Spread plus the Prime Rate, which is described in the HOW A 
     VARIABLE RATE MAY CHANGE section. Your Daily Periodic Ra te (DPR) is described in the INTEREST CHARGES 
     section.   
     Rates accurate as of 03/01/2012  
      
     HOW A VARIABLE RATE MAY CHANGE   
     Your variable APRs can change with each monthly billing cycle.    
     We will apply each APR to the applicable balance for each type o f transaction. Each variable APR will be equal to:  
     a)   the amount shown in the chart (�Spread�); plus  
     b)   the U.S. �Prime Rate� as defined below.  
     The Prime Rate will be as shown in the Money Rates table of  The Wall Street Journal  that is in effect on the las t day of 
     the month.   
     Any changes in the Prime Rate will take effect on the first day of your billing cycle beginning in the next month.  
     An increase in the U.S. Prime Rate will increase your Daily Periodic Rates. It may also increase your  
     �  Interest Due; a nd/or  
     �  Minimum Payment Due.  
     ABOUT THE PENALTY APR  
     If you do not make your Minimum Payment Due within 60 days after the Payment due date we may increase your APRs 
     to the Penalty APR.   
     If this occurs:  
     �    we will provide advance notice before the Penalty AP R goes into effect.  
     �    once the Penalty APR goes into effect, if you make six consecutive   
     on - time minimum payments when due, your rates will return to the   
     non - penalty APRs applicable to your Account.  
     �    If you do not make six consecutive on time minimum p ayments, we may  keep the Penalty APR on your Account 
     indefinitely.  
     ABOUT INTEREST CHARGES  
      
     TREATMENT OF FEES AND INTEREST  
     Any fees or Interest will be added to your purchase balance unless otherwise stated in this Agreement.  
     MINIMUM INTEREST CHARGE  
     If yo u are charged Interest, the charge will be no less than the Minimum Interest Charge listed in the chart.  
     ABOUT ACCOUNT FEES & OTHER CHARGES  
      
     FEES AND LIMITS  
     The fees that apply to your Account are shown in the purchase balance unless otherwise stated in th is Agreement.    
     If charging any fee shown in the chart would exceed first - year fee limits set by law, we may charge an amount allowed by 
     law. If we do this, it does not affect our ability to charge the full fee amount later.   
     LATE PAYMENT FEE    
     This fee is  shown in the chart below. It is charged in any billing cycle that you do not pay at least the Minimum Payment 
     Due by the Payment Due Date. In no event will your Late Payment Fee exceed the Minimum Payment Due.  
      
     Outstanding Balance on Payment Due Date  -  Up to and including $100  
     Late Payment Fee  -  first time your payment is late. $19  
     Late Payment Fee  -  if another payment is late during the next 6 billing cycles. $19  
      
     Outs tanding Balance on Payment Due Date  �  More than $100 and up to and including $300  
     Late Payment Fee  -  first time your payment is late. $25  
     Late Payment Fee  -  if another payment is late during the next 6 billing cycles. $29  
      
     Outstanding Balance on Payment Due  Date  -  More than $300  
     Late Payment Fee  -  first time your payment is late. $25  
     Late Payment Fee  -  if another payment is late during the next 6 billing cycles .  $35  
      
     OVER THE CREDIT LIMIT FEE    
     This fee is shown in the table on page 1 and will be charged if:  
     �  your Account balance exceeds your credit limit at any time during a   
     billing cycle.  
     RETURNED PAYMENT FEE  
     This fee is shown in the table on page 1. It is charged each time a check or other  form of payment to us is returned or not 
     honored.  
     PAYMENT BY PHONE FEE  
     This fee:  
     �    may be charged each time anyone makes a payment to your Account   
          with the assistance of a live phone representative; and  
     �    the amount is disclosed at the time a payment by  phone is requested.  
     COPY REQUEST FEE  
     A copy request fee may be charged each time a copy of a document is requested.  
     The fee amount will be disclosed at the time of your request.  
     REISSUED CARD FEE  
     You may be charged $5 each time you request that your credi t card be reissued.  
     MINIMUM PAYMENT DUE  
     You agree to pay us at least the Minimum Payment Due, reflected on your statement. If you wish, you may pay more than 
     the Minimum Payment Due and at any time you may pay the entire amount due. To obtain your Minimum  Payment Due, 
     we add the following amounts (1+2+3):  
     1)    Any delinquent amount you owe us from a previous cycle;  
     2)    the greater of  
               a.)    4% of your �Minimum Payment Balance� (which is your �new Balance�   
                    less balances on Special Repayment Terms Credit P lans)  
          or  
               b.)   1% of your Minimum Payment Balance  plus Current billed Interest  Charges and current Late 
     Fees, plus the  Special Repayment Terms for  any Promotional Credit Plans with Spec ial Repayment Terms, rounded  to 
     the next highest dollar. If t his amount i s less than $25, we will use  $25;  
     3)    any debt cancellation fees attributable to Promotional Credit Plans with Reduced Rate/Special Repayment Terms.   
     Your monthly billing statement will include requirements for you to follow in making paymen ts including the cut - off hour for 
     receipt of payments, which may affect crediting of your payments.  
     INTRODUCTION  
      
     KEY TERMS  
     �You� and �your� means each Applicant:  
     �    applied for this Account bearing the name Saks Fifth Avenue; and/or   
     �    agrees to pay for t he Account.  
     �We,� �us,� and �our� means Capital One, N.A. located at 1111 Town Center Drive, Las Vegas, Nevada 89144.  
     �Applicant� means the primary Cardholder.   
     �Agreement� means all parts of this document and any future supplements or amendments.  
     �Card� m eans any card, card number or other device we issue to access your Account.  
     GETTING STARTED  
     The Card must be signed to be used.   
     When you use the Account or sign the card or sales slips, you agree to:  
     �    the terms of this Agreement; plus  
     �    any amendments or  supplements to the Agreement.  
     You may close your Account at any time. Please see the Closing Your Account section for details.  
     PRIVATE LABEL ACCOUNT   
     If your card:  
     �    has a merchant name on it; and  
     �    is linked to both your bank card Account and your merch ant Account you agree to the following:  
     a)   your bank card Account will be closed if you or we close your merchant Account; and  
     b)   any updates you make to either account will apply to both. These updates might include changes to your:  
     -  name or address  
     -  email address  
     -  authorized users  
     c)   purchases will be charged to the Private Label Account when the Card is used at the merchant whose name appears 
     on the Card.  
      
     USING YOUR ACCOUNT  
      
     ALLOWED USE  
     You agree to:  
     �    use your Account only for lawful purposes  
     �    use your Account for only personal, family, household, or charitable purposes; and  
     �    repay us for all costs related to uses not allowed under this Agreement.  
     You are not allowed to use your Account:  
     �    to make payments to this credit card or any other  loan payments to us or our affiliates; or  
     �    for internet gambling.  
     If you have given someone permission to use the Card, this is not unauthorized use and you will be liable for all use by 
     that person.  
     CREDIT LIMIT  
     When you open your Account, we will tell  you your credit limit.  
     We may change this limit from time to time. Whenever this occurs, we will notify you:  
     �    on your billing statement; and/or  
     �    by sending a notice.  
     You agree to:  
     �    keep your Account balance (which includes Interest and other charges)  within your credit limit; and  
     �    immediately pay any over limit amount that might occur.  
     Your available credit may not reflect your payments for up to 14 days. If a transaction would exceed your available credit 
     limit, we may decline it.  
     USING THE ACCOUNT  
     A t times we may:  
     �    decline a transaction if there is not enough available credit and for any other reason and/or;  
     �    require our Authorization before allowing a transaction.  
     A merchant may check your ID.  
     We are not liable if:  
     �    a merchant refuses your card;  and/or  
     �    we do not complete your transaction for any reason.  
     PAYING YOUR BILL  
      
     PROMISE TO PAY  
     You promise to pay for all:  
     �    credit we extend; plus  
     �    Interest charges and other fees or charges; plus  
     �    collection costs and attorney fees as allowed by law.  
     If your Account is a joint Account, each of you is jointly and individually responsible for amounts due. This remains true in 
     the event of death, divorce or other events that affect liability between you and the other person.   
     If any joint Accountholder re quests to not be liable for future transactions, we may close the Account.  
     SECURITY INTEREST  
     A �Security Interest� is our interest in an item that you buy using your Account that secures the payment of your Account.  
     Except as noted below, you grant us a se curity interest (which we may or may not perfect) in the following items financed 
     using your Account:  
     �    any goods you buy with your Card; and  
     �    any proceeds you get from the following:  
     a) insurance contracts, and returned premiums: and/or   
     b) mechanical fa ilures and/or  
     c) extended service contracts.   
     Each good you buy using your Account:  
     �    secures your entire Account balance until that good is paid in full; and  
     �    may be taken from you if you do not pay on time.   
     To decide when a purchase is paid off and n o longer subject to a security interest, your payments will be first applied to: 
     described in the �How We Apply Payments� section of this agreement.     
     Once you have fully paid for any good, we will release our purchase money security interest in that good .  
     We do not take a security interest if you:  
     �    live in NY and the original purchase price of the good was less than $200 or  
     �    live in MD and the original purchase price of the good was less than $700.  
     If we take back any good, we may charge you our costs  and require you to make the good available at a convenient place 
     of our choice as allowed by law. This may include our cost to:  
     �    repair the good; and/or  
     �    store the good; and/or  
     �    sell the good; and/or  
     �    other costs allowed by law.  
     WHEN AND HOW TO PAY  
     Yo u agree to:  
     �    pay at least the Minimum Payment Due shown on your billing statement; and  
     �    make this payment in time to be credited by no later than the Payment Due Date.  
     How your Minimum Payment Due is determined as shown in the MINIMUM PAYMENT DUE sectio n.  
     If you wish, you may pay more than the Minimum Payment Due or the entire balance at any time.  
     Instructions for making timely payments are shown on your billing statement.    
     Payments must be:  
     �    made in U.S. dollars; and  
     �    paid from a U.S. bank or other  U.S. financial institution; and  
     �    sent in a form that is acceptable to us.  
     Acceptable forms of payment include:  
     �    a check or money order; or  
     �    an electronic funds transfer  
     If you want to write any special conditions on your payment, such as �paid in full�,  �without recourse�, or similar 
     language, you must:  
          �  Mark this clearly on your payment.  
          �  Payment must be marked for Special Handling and sent to:  
             PO Box 10298, Jackson MS, 39289 - 0298  
     Unless you follow the above directions, we may accept a payment m arked with special conditions and not agree to those 
     conditions, and will not lose any of our rights.  
     By sending us a check for payment on your Account, you authorize us either to:  
     �    use information from your check to initiate an electronic fund transfer  from your payment account according to the 
     terms of the check; or  
     �    to process this transaction as a check.  
     When we use your check to make an electronic fund transfer:  
     �    funds may be withdrawn from your  payment  account the same day we receive your paym ent; and   
     �    you will not receive your check back from your bank.  
     When you use our optional payment by phone service, you agree that:  
     �   we may make an electronic funds transfer from the bank account you choose; or  
     �   we may process the payment the same  way we would process a check.  
     You authorize the amount and timing of each payment. Please retain this authorization for your records.   
     If you have a returned payment:  
     �  the amount you paid will be added back to your Account and may be applied to a differe nt category than originally 
     posted. (e.g. purchases, etc.); and  
     �  Interest Charges may be restored back to the payment date at the APR for that transaction.  
     Account Fees and Other INTEREST RATES  
      
     ABOUT YOUR APRs  
     Your APRs are shown on page 1.   
     A Daily Per iodic Rate is used to determine your Interest Charges in any billing cycle. To determine this rate, we divide 
     your APR by 365; then round this number up to the next hundred thousandth of a percentage point.   
     PROMOTIONAL CREDIT PLANS   
     From time to time, we  may offer one or more Promotional Credit Plans. These may be offered to you:  
     �    prior to your purchase; and/or  
     �    at the time of your purchase.  
     Any of these Plans may be offered at any time and are conditioned on your timely payment of at least the Minimum 
     P ayment Due for each billing statement:  
     a) Waived Interest Charge Credit Plan  
     With this Plan there are no Interest Charges on your purchase for a specified period.   
     b) Same As Cash / Monthly Payment Credit Plan  
     With this Plan, there are no Interest Charges  on your purchase if you repay the full cash price of the purchase before the 
     promotional expiration date shown on your billing statement.  
     If you do not repay in full by the promotional expiration date, Interest Charges will be imposed from the purchase dat e.  
     c) Reduced Rate Credit Plan  
     With this Plan, you will receive a reduced periodic rate on your purchase for a specified period.   
     d) Special Repayment Term Credit Plan    
     With this Plan special repayment terms will be applied to the purchase for the specifi ed period.  
     e) Special Repayment Term / Reduced Rate Credit Plan  
     With this Plan special repayment terms and a reduced periodic rate will be applied to the purchase for the specified 
     period.  
     Purchases that do not fall under one of these Plans are called Regu lar Credit Plan purchases.   
     If you make more than one purchase on your card, these balances may be treated differently.   
     Certain rules apply to the allocation of payments and interest charges  
     on your promotional purchase if you make more than one purchase  on   
     your Card. Call 1 - 888 - 367 - 4310 or review the HOW WE APPLY PAYMENTS  
     section of this Agreement for information.  
     INTEREST CHARGES  
      
     HOW INTEREST CHARGES ARE CALCULATED   
     Each billing statement shows the Interest Charges, which are calculated separately for  each:  
     �    Promotional Credit Plan with a unique due date or unique terms;   
     �    Regular Credit Plan  
     The total interest charge for the billing cycle is the sum of the interest charge for each plan subject to the minimum interest 
     charge shown in the chart.  
     For S ame As Cash Plans, if interest is applied, the interest is accrued from the transaction date of the purchase through 
     the current cycle. The Interest Charge is the total of:  
     �    the applicable Daily Periodic Rate for the current cycle times the Daily Balance  for each day in the current cycle; 
     plus  
     �    the applicable Daily Periodic Rate for each prior cycle times the Daily Balances of the Credit Plan for each day 
     during each prior cycle.  
     For Plans other than Same As Cash, the interest charge is the total of:  
     �    the applicable Daily Periodic Rate for the Plan times the Daily Balance for the plan for each day in the cycle.  
     HOW DAILY BALANCE IS DETERMINED   
     To determine your Daily Balance, we:  
     �    take the opening balance for each Plan for that day;  then  
     �    add the fo llowing that were incurred on that day:  
     a)   any new purchases  
     b)   any previous day�s periodic Interest Charges  
     c)   any fees and charges, including any credit insurance premiums or debt cancellation fees, if these apply;  
     then  
     �    subtract any payments and/or cr edits. For any Same As Cash Credit Plan:  
     Any credit insurance premiums or debt cancellation fees are not included in the Daily Balance of that Plan during the 
     promotional period.  
     We also make any needed adjustments. For example:  
     �    If a transaction posts a fter but occurs before the start of a billing cycle, we may adjust the amount above to 
     include this transaction. It will be included as of the first day of the billing cycle in which it posts.  
     �    If your Account is subject to a grace period during the bill ing cycle, your payments will be subtracted from all Daily 
     Balances in the current billing cycle.  
     �    I f a transaction for a returned payment or a dispute resolved in our favor posts after the beginning of the billing 
     cycle, we will make this adjustment:    
     � the applicable Daily Balance(s) and any related Interest Charges will be adjusted to include the transaction amount as of 
     the date of the original payment or transaction.  
     To calculate your Average Daily Balance, we:  
     �    add the Daily Balances for each day  of the billing cycle; then  
     �    divide this total by the number of days in the billing cycle.  
     How to avoid paying interest on purchases   
     The number of days until your Payment Due Date after the close of each billing cycle is indicated in the Interest Rates an d 
     Interest Charges section of this Agreement. We will not charge you Interest on purchases if you pay your entire balance 
     by the due date each month.  
     Interest charges begin on the transaction date and continue to accrue until paid in full except as noted b elow:  
     EXCEPTIONS   
     1.   For New Purchases  and balances: No interest is charged in a billing cycle on a Regular, Reduced Rate, or Special 
     Repayment Terms Credit Plans if the combined Previous Balance of those Plans at the beginning of the cycle is:  
     a)   zero;  or  
     b)   a credit balance (e.g., less than zero); or  
     c)    paid in full before the Payment Due Date that falls during the cycle;  
     2.   For Waived Interest Charge Credit Plans:  No interest is charged for the promotional period.  
     3.  For Same As Cash Credit Plans:   No interest is charged if the full cash sales price is paid in full before the promotion 
     expiration date.  
     HOW WE APPLY PAYMENTS   
     The amount of your payment that is equal to the Minimum Payment Due is:  
     �    applied as we determine within legal guidelines; and  
     �    usually applied to the minimum due on each credit plan.  
     Any payment amount over the Minimum Payment Due is applied to higher APR balances before lower ones.  
      
     If you have a Same As Cash Credit Plan(s):  
     �    Until the final two complete billing cycles:  
     -    We  apply payments the same way we apply payments to a Same As Cash Credit Plan having a 0% APR  
     �    During the final two complete billing cycles and up to the date of expiration we will apply payments 
     received in this order:  
     1)   To the required Minimum Payment  Due; and    
     2)   To the plan(s) that is expiring, in the order of expiration.    
     MANAGING YOUR ACCOUNT  
      
     OTHER USERS   
     You may permit others to use your Card or Account Number.  
     You are responsible for all charges made by permitted users.  
     If you wish to revoke ano ther person�s permission to use your Account, you must notify us.  We may close your Account 
     and issue a new Card with a different Account number.  
      
     UPDATING YOUR RECORDS   
     You agree:  
     a)   to give us prompt advance notice of any change in your name, mailing a ddress, phone number, or employer;   
     b)   to promptly give us accurate financial information about you if we ask for it; and  
     c)   the Department of Motor Vehicles may release your home address to us if we ever need it to find you.  
     CLOSING YOUR ACCOUNT   
     You ca n close your account at any time by mailing your request to PO Box 10298, Jackson MS, 39289 - 0298. Your 
     request becomes effective when we receive it.  
     Once you close the Account:  
     �    you must destroy your card(s); and  
     �    you will still be responsible for all  amounts owed according to the terms of this Agreement.  
     Protecting Your Credit  
      
     LOST OR STOLEN CARD   
     You agree to notify us immediately if:  
     �    your Card is lost or stolen; or  
     �    your Account is used without your permission.  
     You may call at any time. The phone  number is listed on your billing statement.  
     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 call us at the 
     number listed on your billing statement or the back of  your card, or write to us immediately at:    
     PO Box 10298, Jackson MS, 39289 - 0298   
     You will not be liable for any unauthorized use that occurs after you notify us.  You may, however, be liable for 
     unauthorized use that occurs before your notice to us. In an y case, your liability will not exceed $50.  
     DEFAULT   
     We may consider your Account to be in Default if you:  
     a)   fail to make the Minimum Payment Due when due;  
     b)   exceed your credit limit;  
     c)   become the subject of bankruptcy proceedings, foreclosure, reposse ssion, lien or judgment, garnishment, or 
     attachment;  
     d)   give us misleading, false or incomplete information;   
     e)   fail to give us a current physical address when you apply and whenever you move;   
     f)   make payments to us that are returned unpaid by your ban k or other financial institution; or  
     g)   default under any other agreement or security agreement you have with us or with one of our affiliates; and/or     
     h)   become incompetent or deceased.  
     Upon default, we have the right to:  
     � close your Account;   
     � suspe nd your credit privileges;  
     �  require you to pay your entire Account balance including any Promotional Credit Plan balances, all accrued but unpaid 
     Interest Charges and other charges provided for in this Agreement immediately;   
     �  terminate any Promotional C redit Plans and convert balances to a Regular Credit Plan;  
     �  change the terms of your Account;   
     �  sue you for what you owe.   
     If we incur costs to collect your balance owed including any attorney fees, we may charge you for these costs as 
     permitted by appli cable law, and we will apply your payments first to these costs.  
     CREDIT REPORTING   
     You agree that we may obtain and use credit information about you from others such as:   
     �    merchants or stores;   
     �    other lenders;   
     �    consumer reporting agencies.   
     If you beli eve we have reported inaccurate information about your Account to any consumer reporting agency you should:  
     -    notify us and ask us to correct the inaccurate information by writing to us at PO Box 10298, Jackson MS, 39289 -
     0298.  
     When you write to us, tell us :  
     -    your Account number; and  
     -    the specific information you believe is not correct; and  
     -    why you believe it is not correct.  
     INSURANCE   
     If credit insurance was offered and your accepted it: You agree that your Account will be charged monthly; this charge, 
     which is called an insurance premium, will be based on the Average Daily Balances of your Account for the billing cycle in 
     which the premium is assessed; and the charges will begin on the transaction date(s) of your purchase(s).  
     OTHER AGREEMENTS  
      
     ACCOUNT C LOSURE   
     At any time, for any reason, we may take any of these actions subject to applicable law:  
     a)   close your Account;  
     b)   suspend your credit privileges;  
     c)   reduce your credit limit.  
     If we close your Account:  
     �    Interest Charges and fees will continue to a ccrue until your balance is paid in full; and  
     �    you agree to return or destroy your Card(s).  
     MONITORING PRACTICES   
     You agree that we may listen to and record phone calls between you and our representatives.   
     CHANGE OF TERMS   
     We may change this Agreement as  allowed by applicable law. This may include changing, adding, or removing 
     terms. We may do this in response to the legal, business, competitive environment or other reasons not listed 
     here.   
     We may increase the Interest rate on existing balances in limite d circumstances. Changes to some terms may 
     require at least 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 Account.   
     ACCOUNT ASSIGNMENT   
     We m ay sell, assign or transfer all or any part of your Agreement and Account without notice to you. You may not sell, 
     assign or transfer your Account.  
     WAIVERS   
     If we delay or take no action allowed under this Agreement, for any reason, we will not lose or lim it any of our rights under 
     this Agreement on any other occasion.  
     SEVERABILITY   
     If a term is found to be invalid under any applicable law, rule or regulation, then all other terms of this Agreement will 
     remain valid.   
     NOTICE FOR CALIFORNIA RESIDENTS:  Califo rnia law requires that we inform customers that should they fail to fulfill 
     the terms of their credit obligation, a negative report reflecting on their credit record may be submitted to a credit reporting 
     agency. If you are married, you may apply for credi t in your own name.   
     NOTICE FOR FLORIDA RESIDENTS: You (borrower) agree that, should we obtain a judgment against you, a 
     portion of your disposable earnings may be attached or garnished (paid to us by your employer), as provided by 
     Florida and Federal law.  
     NOTICE FOR MAINE RESIDENTS:  We may request a consumer report in connection with your application for credit. You 
     may ask whether a consumer report was obtained by us and we will tell you the name and address of the consumer 
     reporting agency, if a report w as obtained.  
     Missouri Residents: Oral agreements or commitments to loan money, extend credit or to forbear from enforcing 
     repayment of a debt including promises to extend or renew such debt are not enforceable. To protect you 
     (borrower(s)) and us (creditor ) from misunderstanding or disappointment, any agreements we reach covering 
     such matters are contained in this writing, which is the complete and exclusive statement of the agreement 
     between us, except as we may later agree in writing to modify it.  
     NOTICE  FOR NEW YORK RESIDENTS:  A consumer credit report may be requested in connection with this application 
     or in connection with updates, renewals or extensions of any credit granted as a result of this application. Upon your 
     request, you will be informed wheth er or not such a report was requested and, if so, the name and address of the agency 
     that furnished the report. New York residents may contact the New York state banking department to obtain a 
     comparative listing of credit card rates, fees and grace period s. New York State Banking Department: 1 - 800 - 522 - 3330.  
     NOTICE FOR OHIO RESIDENTS:  The Ohio Laws against discrimination require that all creditors make credit equally 
     available to all creditworthy customers and that credit reporting agencies maintain separat e credit histories on each 
     individual upon request. The Ohio Civil Rights Commission administers compliance with this law.  
     NOTICE FOR VERMONT RESIDENTS:  A consumer credit report may be requested in connection with this application or 
     in connection with upd ates, renewals or extensions of any credit granted as a result of this application. Upon your request, 
     you will be informed whether or not such a report was requested and, if so, the name and address of the agency that 
     furnished the report.  
      
     The informatio n about the costs of the Card described in this Cardholder Agreement and Disclosure Statement is 
     accurate as of March, 2012. This information may have changed after that date. To find out what may have 
     changed write to us at 1111 Town Center Drive, Las Veg as, Nevada 89144.  
      
     APPLICABLE LAWS   
     This Agreement is governed by the Commonwealth of Virginia law and federal law.    
     We make our credit decisions and extend credit to you under this Agreement from the Commonwealth of Virginia. This 
     Agreement is:  
     �    entered  into in the Commonwealth of Virginia; and  
     �    maintained in the Commonwealth of Virginia.  
     This is true whether or not you use your card in the Commonwealth of Virginia.  
      
     ARBITRATION  
     Federal Arbitration Act  
     This arbitration provision is made pursuant to a tr ansaction involving interstate commerce, and shall be governed by the 
     Federal Arbitration Act, 9 U.S.C. Sections 1  -  16 (the �FAA�). In making decisions or awarding remedies, the arbitrator 
     shall apply the applicable substantive Law, consistent with the FA A, that would apply if the matter had been brought in 
     court. The arbitrator shall provide written reasoned findings of fact and conclusions of law upon written request as set forth 
     in the applicable arbitration association procedures. The arbitrator�s awar d shall not be subject to appeal except as 
     permitted by the FAA and in the paragraph below captioned �Decision and Appeal.� Judgment upon the award may be 
     entered in any court having jurisdiction.   
     Claims   
     Unless you have exercised your right to opt out of  this arbitration provision, as set forth in the paragraph below captioned 
     �Opt Out of Arbitration,� this arbitration provision shall apply to any Claim (defined below) by or against us, or you or any 
     other Covered Person (defined below). You agree any cla im, dispute, or controversy (whether based upon contract; tort, 
     intentional or otherwise; constitution; statute; common law; or equity and whether preexisting, present or future), including 
     initial claims, counterclaims, cross - claims and third party claims , arising from or relating to (a) this Agreement, the 
     application, your Account, any debt cancellation or debt suspension product, any fraud prevention, identity protection or 
     other account enhancement products, any transaction or activity involving any pa yment or failure to make payment on 
     your Account, or any solicitation, advertisement, promotion, or oral or written statements related to this Agreement or your 
     Account or any of the foregoing, or (b) the relationships which result from this Agreement and  your relationship with any 
     Covered Person in connection with the matters set forth in  subsection (a) of this paragraph  (any of the foregoing a 
     �Claim�), shall be resolved, upon the election of you, us, or any other Covered Person described below, by bind ing 
     arbitration pursuant to this arbitration provision and the applicable rules or procedures of the arbitration administrator (the 
     �Administrator�) selected at the time the Claim is filed or received by a party to the Claim. However, �Claim� does not 
     incl ude any dispute or controversy about the validity, enforceability, coverage or scope of this arbitration provision or any 
     part thereof (including, without limitation, the paragraph below captioned �Parties to Arbitration and Class Action Waiver� 
     and/or thi s sentence); all such disputes or controversies are for a court and not an arbitrator to decide. 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.  
     Starti ng an Arbitration and Arbitration Administrators  
     If you or we elect to arbitrate a claim, the electing party must notify the other party in writing. This notice can be given after 
     the beginning of a lawsuit and can be given in papers filed in the lawsuit.  Otherwise, your notice must be sent to: Capital 
     One, N.A., P.O. Box 98740, Las Vegas, NV 89193 - 8740, ATTN: ARBITRATION DEMAND and our notice must be sent to 
     the most recent address for you in our files. The party seeking arbitration must select as the arbi tration administrator 
     either the:  
     American Arbitration Association (�AAA�)    
     1633 Broadway, 10th Floor        
     New York, NY 10019         
     www.adr. org          
     (800) 778 - 7879      
      
     JAMS  
     620 Eighth Avenue, 34th Floor  
     New York, NY 10018  
     www.jamsadr.com  
     (800) 352 - 5267    
     If a part y files a lawsuit in court asserting claim(s) that are subject to arbitration and the other party files a motion to 
     compel arbitration with the court which is granted, it will be the responsibility of the party prosecuting the Claim(s) to 
     commence the arbi tration proceeding. If neither the AAA nor JAMS is able or willing to handle the dispute, then the court 
     will appoint an arbitrator. The arbitrator shall be a lawyer with more than ten years experience or a retired or former judge. 
     The rules and forms of J AMS and AAA may be obtained by writing to these organizations at the addresses listed above. 
     The arbitrator will not be bound by judicial rules of procedure and evidence that would apply in a court, nor by state or 
     local laws that relate to arbitration pro ceedings. If you or we request, the arbitrator will honor claims of privilege 
     recognized under applicable law and will use best efforts to protect confidential business, financial or trade secret 
     information of a party (including through use of protective  orders).  
     Small Claims Exemption  
     We agree not to invoke our right to arbitrate an individual Claim you may bring in small claims court or an equivalent court, 
     if any, so long as the Claim is pending only in that court. However, if that Claim is transferred  or appealed to a different 
     court, we reserve our right to elect arbitration at such time.  
     Location of Arbitration and Fees  
     Any participatory arbitration hearing that you attend will take place in a location that is reasonably convenient to where 
     you reside . On any Claim you file, you will pay the first $50 of the filing fee. At your request we will pay the remainder of 
     the filing fee and any administrative, arbitrator or hearing fees charged by the Administrator or arbitrator on any Claim 
     submitted by you i n arbitration up to a maximum of $2,500. If you are required to pay any additional fees to the 
     Administrator or arbitrator, we will consider a request by you to pay all or part of the additional fees; however, we shall not 
     be obligated to pay any additiona l fees unless the arbitrator grants you an award. If the arbitrator grants an award in your 
     favor, we will reimburse you for any additional fees paid or owed by you to the Administrator or arbitrator. The parties shall 
     bear the expense of their respective  attorney�s and expert witness fees and costs, except as otherwise provided by law. If 
     a statute gives you the right to recover any of these fees, or the fees paid to the Administrator or arbitrator, these statutory 
     rights shall apply in the arbitration not withstanding anything to the contrary contained herein. To the extent that such a 
     statute is not applicable, we will pay your reasonable attorney�s and expert witness fees and costs to the extent you 
     prevail on Claims you assert against us in an arbitratio n which you have commenced against us or to the extent required 
     under applicable law for this arbitration provision to be enforced. If the arbitrator issues an award in our favor, you will not 
     be required to reimburse us for any fees we have previously pai d to the Administrator or arbitrator or for which we are 
     responsible or for any attorneys� fees or costs we have incurred in prosecuting or defending against Claims in an 
     arbitration.  
     Covered Persons  
     This arbitration provision covers Claims by or against ( a) us, any corporate parent, subsidiary, or affiliate, any predecessor 
     or successor of the foregoing, and any officer, director, employee, or representative of any of the aforementioned, (b) you 
     and any authorized user, and any other person claiming throug h you or any authorized user, and (c) any other person or 
     company assisting us in offering Cards, administering Accounts or providing Card related benefits or services if you assert 
     a Claim against such other person or company in connection with a Claim yo u assert against any person or entity 
     specified in subparagraph (a) of this paragraph. All of the aforesaid persons and entities are �Covered Persons� for 
     purposes of this arbitration provision.    
     Parties to Arbitration and Class Action Waiver  
     Arbitration  shall be conducted in the name of individually named parties. Unless all parties consent, neither you 
     nor we may join, consolidate, or otherwise bring claims regarding two or more accounts, individuals, or account 
     holders in the same arbitration, other tha n Covered Persons, joint applicants or authorized users of an account. 
     There shall be no class actions, private attorney general actions, or other representative or collective actions, in 
     an arbitration, even if the underlying dispute has been asserted in  a court as a class action, private attorney 
     general action, or other representative or collective action. No party may advance a Claim in arbitration on behalf 
     of or against a person in a representative or collective capacity, or on behalf of or against a  person who is not an 
     individually named party to the arbitration; nor may a party seek an award or benefit in arbitration on behalf of or 
     against a person who is not an individually named party. The arbitrator shall not have authority to resolve any 
     claim  advanced by or on behalf of anyone who is not an individually named party, and shall not have the 
     authority to make an award for the benefit of, or against, anyone who is not an individually named party. No class 
     actions or joinder or consolidation of any  Claim with the claim of any other person are permitted in arbitration 
     without the express written consent of you and us. These limitations are hereafter referred to as the �Class 
     Action Waiver.�  Notwithstanding anything herein to the contrary, the Class Ac tion Waiver 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 r ight to compel arbitration of 
     any claim brought by such an agency. The parties to this Agreement acknowledge that the Class Action Waiver is material 
     and essential to the arbitration of any Claims between the parties and is nonseverable from this arbitrati on provision. If the 
     Class Action Waiver is limited, voided or found unenforceable, then the parties� agreement to arbitrate (except for this 
     sentence) shall be null and void with respect to such proceeding, subject to the right to appeal the limitation or  invalidation 
     of the Class Action Waiver. You and we acknowledge and agree that under no circumstances will a class action be 
     arbitrated.   
     Decision and Appeal  
     The arbitrator�s decision will be final and binding, except for any right of appeal provided by t he FAA. However, if the 
     amount of the Claim exceeds $50,000 or involves a request for injunctive or declaratory relief that could foreseeably 
     involve a cost or benefit to either party exceeding $50,000, any party can, within 30 days after the entry of the  award by 
     the arbitrator, appeal the award to a three - arbitrator panel administered by the Administrator. The panel shall reconsider 
     anew any aspect of the initial award requested by the appealing party. The decision of the panel shall be by majority vote. 
     Reference in this arbitration provision to �the arbitrator� shall mean the panel if an appeal of the arbitrator�s decision has 
     been taken. The costs of such an appeal will be borne in accordance with the paragraph above captioned �Location of 
     Arbitration a nd Fees.� Any final decision of the appeal panel is subject to judicial review only as provided under the FAA.   
     Consequences of Electing Arbitration  
     THE PARTIES ACKNOWLEDGE THAT THEY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE 
     A JUDGE OR JURY, B UT WILL NOT HAVE THAT RIGHT IF EITHER PARTY ELECTS ARBITRATION. THE PARTIES 
     HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT 
     BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY EITHER PARTY. MOREOVER, IF A PARTY 
     ELE CTS TO ARBITRATE A CLAIM, THAT CLAIM CANNOT BE THE SUBJECT OF A CLASS ACTION OR OTHER 
     REPRESENTATIVE PROCEEDING IN COURT OR IN ARBITRATION.  
     Miscellaneous  
     This arbitration provision shall survive termination of your Account as well as the repayment of all a mounts borrowed 
     hereunder and shall also survive any bankruptcy to the extent consistent with applicable bankruptcy law. In the event of a 
     conflict or inconsistency between any other provisions of this Agreement or the rules and procedures of the Administr ator, 
     on the one hand, and this arbitration provision, on the other hand, this arbitration provision shall govern.  
     Notice and Cure; Special Payment  
     Prior to initiating a Claim, you may give us a written Claim Notice describing the basis of your Claim and t he amount you 
     would accept in resolution of the Claim, and a reasonable opportunity, not less than 30 days, to resolve the Claim. Any 
     Claim Notice you send must also provide your name and account number, as well as your address and a phone number 
     where you  can be reached during normal business hours. Such a Claim Notice must be sent to us at Capital One,  P.O. 
     Box 98740, Las Vegas, NV 89193 - 8740. This is the sole and only method by which you can submit a Claim Notice. If (i) 
     you submit a Claim Notice in acc ordance with this Paragraph on your own behalf (and not on behalf of any other party); 
     (ii) you cooperate with us by promptly providing the information we reasonably request; (iii) we refuse to provide you with 
     the relief you request; and (iv) the arbitrat or subsequently determines that you were entitled to such relief (or greater 
     relief), you will be entitled to a minimum award of at least $7,500 (not including any arbitration fees and attorneys� fees 
     and costs to which you will also be entitled). We encou rage you to address all Claims you have in a single Claim Notice 
     and/or a single arbitration. Accordingly, this $7,500 minimum award is a single award that applies to all Claims you have 
     asserted or could have asserted in the arbitration, and multiple awar ds of $7,500 are not contemplated.  
     Opt Out of Arbitration  
     You may reject this arbitration provision without penalty. To do so, you must send Capital One, P.O. Box 98740, Las 
     Vegas, NV 89193 - 8740 a signed writing (�Rejection Notice�) that is received within  thirty (30) days after the date you 
     receive this arbitration provision. The Rejection Notice must identify the transaction involved and must include your name, 
     address, and social security number and must be signed by all persons contractually obligated o n your account. You may 
     send the Rejection Notice in any manner you see fit as long as it is received at the specified address within the specified 
     time. No other methods can be used to reject the arbitration provision. If the Rejection Notice is sent on y our behalf by a 
     third party, such third party must include evidence of his or her authority to submit the Rejection Notice on your behalf. 
     You agree that our business records will be final and conclusive with respect to whether you rejected this arbitratio n 
     provision in a timely and proper fashion.   
      
      
     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:  
     PO Box 10298, Jackson MS, 39289 - 0298  
     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 da ys before an automated payment is scheduled, if you want to stop payment on the amount you 
     think 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 w e 
     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 t he 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 credit limit.  
     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 othe r 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 rep ort 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 del inquent 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 t he 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 wit h 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 compan y 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 th e purchase.  
     If all of the criteria above are met and you are still dissatisfied with the purchase, contact us  in writing  at:  
     PO Box 10298, Jackson MS, 39289 - 0298  
     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.  
     AG2603K (03/12) CI  
      
      
     PRICING    INFORMATION     ADDENDUM     
      
     Annual Percentage Rate (APR) for Purchases:  Prime  Rate plus from   20.74   percentage points. This APR will vary 
     with the market based on the Prime Rate, as described in more detail below.  
      
     Penalty APR and When it Applies:  Prime Rate plus  23.74   percentage points. This APR will vary with the market based 
     on t he Prime Rate, as described in more detail below. Your APR may increase to the Penalty APR if we fail to receive 
     your minimum payment with in 60 days when due. You will no longer be eligible for the Standard Rate and all existing 
     Promotional Credit Plans w ill terminate, and your entire Account balance will be subject to the Penalty Rate. If your 
     Account becomes subject to the Penalty APR, we will provide advance notice before the new Penalty APR goes into 
     effect. If you make the next six consecutive on time  minimum payments starting with your first payment due once the 
     Penalty APR goes into effect, your rates will return to the non - penalty APR(s) applicable to your Account. If you do not 
     make these six consecutive on time minimum payments, we may keep the Pe nalty APR on your Account indefinitely.  
      
     Fees for  I ssuance or  A vailability:  None  
      
     Minimum Interest Charge:  A minimum  Interest Charge  of $1.00 will be assessed for each billing cycle in which an 
     Interest Charge is payable.  
      
     Transaction  C harges:  None  
      
     How to  Avoid Paying Interest on Purchases:  Your due date is at least 25 days after the close of each billing cycle. We 
     will not charge you interest on purchases if you pay your entire balance by the due date each month.  
      
     Balance  C omputation  M ethod:  Average Daily  Balance (including new purchases)  
     The �Daily Balance� of a Credit Plan is determined  by taking the opening balance of the Credit Plan for that day, and 
     adding 1) any new purchase made on the Credit Plan that day, 2) the previous day�s Interest  Charges,  3) any credit 
     insurance premiums or debt cancellation fees (if applicable) incurred on that day and 4) any late fees, over the credit limit 
     fees, returned payment  fees or other fees incurred on that day and subtracting any payments or credit applied to th e 
     Credit Plan that day. If your Account is subject to a grace period during the billing cycle, payments made during that cycle 
     will be subtracted from all Daily Balances in the current cycle.   
      
     Cash  A dvance  F ee:  None  
      
     Late  P ayment  F ee:   Up to  $35  
      
     Over the   C redit  L imit  F ee:  None  
      
     Balance  T ransfer  F ee:  None  
      
     Returned  P ayment  F ee:  Up to  $25  
      
     Required  I nsurance,  D ebt  C ancellation or  D ebt  S uspension  C overage:  None  
      
     Disclosure of  R ates:  The Daily Periodic Rate which is used to determine your Interest Charges and  the corresponding 
     Annual Percentage Rate, will be variable rates which may change monthly. The Daily Periodic Rate will be one - three 
     hundred sixty fifth of the sum of the U.S. prime rate published in Money Rates table of  The Wall Street Journal  that is in  
     effect on the last day of the month. (�Prime Rate�), plus a �Spread� of 20.74 percentage points for the Standard Rate and 
     a �Spread� of 23.74   percentage points for the Penalty Rate. Any changes in the Prime Rate will take effect on the first day 
     of your b illing cycle beginning in the next month.   
      
          .                                                                  
                                                      006947543 _ Addendum _SaksRetail _2603 K