Cardmember Agreement: Part 1 of 2

As of: 12/31/2012

AMP Gold Card
Issuer: American Express Bank, FSB

Fees Table
 Fees
Annual Membership Fee
Transaction Fees

● Foreign Transaction

Penalty Fees

● Late Payment

$125

2.7% of each transaction after conversion to US dollars.

Up to $35; however, if you do not pay for two billing periods in a row, 

your fee will be $35 or 2.99% of the past due amount, whichever is greater.

● Returned Payment

Up to $35

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How Rates and Fees Work
 Rates for Pay Over Time balances
Penalty APR for new
transactions

See About Pay Over Time features in Part 2 of this Agreement 

The penalty APR applies to new transactions if:

● you do not pay at least the Minimum Payment
Due by the Closing Date of the billing period
in which it is due 2 times in 12 billing periods,
or

● your payment is returned by your bank.

If the penalty APR applies to a balance, it will apply
to charges added to that balance 15 or more days
after we send you notice.
We will review your Account every 6 months after
the penalty APR is applied. The penalty APR
will continue to apply until you have made timely
payments with no returned payments during the 6
months being reviewed.

Penalty APR for existing
balances

If you do not pay at least the Minimum Payment Due within 60 days after its Payment Due Date, we
can apply the penalty APR to those balances it does not already apply to. After you pay on time for 6
billing periods in a row, the penalty APR will no longer apply to those balances (but it may still apply to
other balances as described above).

 Fees
Annual Membership

Late Payment

Returned Payment

Returned Check

Account Re-opening
Foreign Transaction

This fee is on the Rates and Fees Table on page 1 of Part 1. We will charge $35 for up to 5 additional
cards, then $35 for each additional card thereafter.
Up to $35 or 2.99% of the amount past due. If you do not pay the Amount Due on a billing statement
before the 10th day after the next Closing Date, you will be charged a late payment fee. This fee will
be $25, or $35 for a subsequent late payment in the next 6 billing periods. In addition, if you do not
pay an Amount Due for two billing periods in a row, we will charge the greater of $35 or 2.99% of the
amount past due. The late fee will not exceed the Minimum Payment Due. Paying late may also result
in a penalty APR. See Penalty APR for new transactions and Penalty APR for existing balances above.
Up to $35. If you make a payment that is returned unpaid the first time we present it to your bank, the
fee is $25. If you do this again within the same billing period or the next 6 billing periods, the fee is $35.
However, the returned payment fee will not exceed the applicable Minimum Payment Due. A returned
payment may also result in a penalty APR. See Penalty APR for new transactions above.
$38 if you use your card to cash a check at one of our approved locations and the check is returned
unpaid. We will also charge you the unpaid amount.
$25 if your Account is cancelled, you ask us to re-open it, and we do so.
2.7% of the converted U.S. dollar amount. This fee is a finance charge. See Part 2 for Converting
charges made in a foreign currency.

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

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Supplement to the Cardmember Agreement

How Your Program Works

Financial Services program

Definitions

Advisor means the registered broker/dealer or
other securities firm to which you applied in
connection with this financial services account
program (program).  When you applied to
participate in the program, you entered into a
program agreement with your advisor.  Your
advisor offers this program in conjunction with us

and a participating financial institution.  The
financial institution may provide privileges
associated with your participation in the
program.  The account maintained by your
advisor in connection with the program is called
the financial services account.

Sharing information

You authorize your advisor to release financial services account information to us for the purposes
of approving charges.

Cancellation

Direct Debit

We or your advisor may cancel your participation in the program at any time. If this happens, all
cards will be cancelled and the financial services account may be frozen pending final settlement of
amounts due to your advisor, the financial institution, and us.

If you have enrolled in the direct debit feature
(AutoPay), you authorize us to debit the financial
services account or other account that you
designate for payment of charges. The debit will
occur each billing period for the Amount Due, on
the debit date specified on your billing statement.

As long you are enrolled in AutoPay, the How to
Make a Payment section in Part 2 of this
Cardmember Agreement does not apply to your
Account.

You may ask that we stop or adjust any
scheduled debit, or cancel your enrollment in
AutoPay, by telling us at least two business
days prior to your debit date. Business days are
Monday through Friday and do not include
holidays. You may call us at 1-800-227-4669, or
write to us at American Express, P.O. Box
297860, Ft. Lauderdale, FL 33329-9794.

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FDR 996708

Cardmember Agreement: Part 2 of 2

Doc 27303

How Your American Express Account Works

Introduction

About your Cardmember
Agreement

Changing the Agreement

Words we use in the
Agreement

About using your card

Using the card

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

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

We cannot increase the interest rate on existing
balances except in limited circumstances. Changes

We, us, and our mean the issuer shown on page
1 of Part 1. You and your mean the person who
applied for this Account and for whom we opened
the Account. You and your also mean anyone
who agrees to pay for this Account. You are the
Basic Cardmember. You may request a card for
an Additional Cardmember (see About Additional
Cardmembers on page 4 of Part 2).

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

to some terms may require 45 days advance notice,
and we will tell you in the notice if you have the right
to reject a change. We cannot change certain terms
during the first year of your Cardmembership.

Card means any card or other device that we issue
to access your Account. A charge is any amount
added to your Account, such as purchases, fees and
interest charges. A purchase is a charge for goods or
services.

To pay by a certain date means to send your payment
so that we receive it and credit it to your Account by
that date (see About your payments on page 2 of Part
2).

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

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

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

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

Promise to pay

You promise to pay all charges, including:

Declined transactions

About Pay Over Time features

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

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

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

We may add features to your Account that allow you
to pay certain charges over time. These features
include Select & Pay Later, Sign & Travel® and the
Extended Payment Option.

Select & Pay Later lets you pay a charge over time
in two ways. You may ask a travel industry merchant
at the time you make the charge, or ask us after the
charge appears on your statement. If we approve
your request, we will place the charge into a Pay
Over Time balance. If we decline your request, you
must pay the charge in full upon receipt of your billing
statement.

If you enroll in Sign & Travel, we will automatically
place eligible travel-related charges into a Pay Over
Time balance. Some examples are airline and cruise
ship tickets, hotels, car rentals and charges made
outside the U.S.

If you enroll in the Extended Payment Option, we will
automatically place all eligible charges into a Pay
Over Time balance. A charge is eligible if it equals
or is more than a certain dollar amount. We will tell
you this amount when you enroll, and it is subject
to change. We will tell you if we change it. Certain
charges are not eligible, such as cash and similar
transactions.

We will not place any charge into a Pay Over Time
balance if it causes the total of your Pay Over Time
balances to go over $35,000. We will tell you if we
change that amount. You must pay in full all charges
that are not placed into a Pay Over Time balance
upon receipt of your billing statement. We may
change which charges are eligible to be placed into a
Pay Over Time balance.

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About your payments

When you must pay

Payment of the New Balance is due upon receipt of
your statement. If a statement includes a Pay Over
Time balance, it will show a Minimum Payment Due.
In this case, you must pay at least the Minimum
Payment Due by the Payment Due Date. Each
statement also states the time and manner by which
you must make your payment for it to be credited as
of the same day it is received.

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

How to make payments

Make payments to us in U.S. dollars with:

● a single check drawn on a U.S. bank, or
● a single negotiable instrument clearable through
the U.S. banking system, for example a money
order, or

● an electronic payment that can be cleared through

the U.S. banking system.

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

● write your Account number on your check or

negotiable instrument and include the payment
coupon.

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

If a statement includes a Pay Over Time balance, it
will show a Minimum Payment Due. The Minimum
Payment Due is the Pay In Full New Balance plus the
Pay Over Time Minimum Due.

If you have a Pay Over Time balance, we generally
apply payments-up to the Minimum Payment Due-first
to the Pay Over Time Minimum Due and then to the
Pay In Full New Balance. When applying a payment
to the Pay Over Time Minimum Due, we apply it first
to the balance with the lowest interest rate and then to
balances with higher interest rates.

How we apply payments and
credits

About your Minimum Payment Due

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

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

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

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

After the Minimum Payment Due has been paid, we
apply payments to the remaining Pay Over Time
balance. When we do this, we apply payments first to
the balance with the highest interest rate and then to
balances with lower interest rates.

In most cases, we apply a credit to the same balance
as the related charge. We may apply payments and
credits within balances, and among balances with the
same interest rate, in any order we choose.

How we calculate your
Minimum Payment Due

The Minimum Payment Due is the Pay In Full amount plus any Pay Over Time Minimum Due. To calculate the
Pay Over Time Minimum Due for each statement, we start with the higher of:
(1) interest charged on the statement plus 1% of the
Pay Over Time New Balance (excluding interest on
the statement); or

EXAMPLE: Assume that you have a Pay Over
Time New Balance of $3,000, interest of $29.57, no
amounts past due, and a $400 Pay In Full amount.

(1)$29.57 + 1% x ($3,000 - $29.57) = $59.27
(2) $35
The higher of (1) or (2) is $59.27, which rounds to
$59.00. The Pay Over Time Minimum Due of $59.00
plus the Pay in Full amount of $400 together make up
the Minimum Payment Due of $459.00.

(2) $35.
Then we round to the nearest dollar and add any Pay
Over Time amount past due. Your Pay Over Time
Minimum Due will not exceed your Pay Over Time
New Balance. You may pay more than the Minimum
Payment Due, up to your entire outstanding balance,
at any time.

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About interest charges on Pay Over Time balances

When we charge interest

How we calculate interest

For transactions added to pay over time balances at your request (for example, Select & Pay Later), we
charge interest from the date they are added to a pay over time balance until they are paid.
For transactions added automatically to a pay over time balance (for example, Sign & Travel and Extended
Payment Option), we charge interest from the transaction date until they are paid. However, we will not charge
interest on these transactions if:
● your Pay Over Time Previous Balance for the billing period is zero; or
● you paid the Account Total Previous Balance for each of the previous two billing periods in full by the closing

date shown on their respective statements.

We calculate interest for a billing period by first figuring the interest on each balance. Balances within each
feature-such as Select & Pay Later, Sign & Travel and Extended Payment Option-may have different interest
rates.

We use the Average Daily Balance method
(including new transactions) to figure interest
charges for each balance. The total interest charged
for a billing period is the sum of the interest charged
on each balance.

Interest

The interest charged for a balance in a billing period,
except for variations caused by rounding, equals:
● Average Daily Balance (ADB) x
● Daily Periodic Rate (DPR) x
● number of days the DPR was in effect.

ADB
To get the ADB for a balance, we add up its daily
balances. Then we divide the result by the number
of days the DPR for that balance was in effect. If the
daily balance is negative, we treat it as zero.

DPR

A DPR is 1/365th of an APR, rounded to one
tenthousandth of a percentage point. Your DPRs are
shown in How Rates and Fees Work on page 2 of
Part 1.

EXAMPLE: Calculating Interest

Assume that you have a single interest rate of
15.99%, your ADB is $2,250 and there are 30 days in
the billing period.

The DPR is 15.99% 

365 days = 0.0438%

The Interest is $2,250 x 0.0438% x 30 days = $29.57

We use the Prime Rate from the Money Rates section
(or successor section) of The Wall Street Journal. The
Prime Rate for each billing period is the Prime Rate
published in The Wall Street Journal 2 days before
the Closing Date of the billing period.

The Wall Street Journal may not publish the Prime
Rate on that day. If it does not, we will use the Prime
Rate from the previous day it was published. If The
Wall Street Journal is no longer published, we may
use the Prime Rate from any other newspaper of

Daily Balance
For each day a DPR is in effect, we figure the daily
balance by:
● taking the beginning balance for the day,
● adding any new charges,
● subtracting any payments or credits; and
● making any appropriate adjustments.

We add a new charge to a daily balance as of its
transaction date.

Beginning balance
For the first day of a billing period, the beginning
balance is the ending balance for the prior billing
period, including unpaid interest. For the rest of the
billing period, the beginning balance is the previous
day's daily balance plus an amount of interest equal
to the previous day's daily balance multiplied by the
DPR for that balance. This method of figuring the
beginning balance results in daily compounding of
interest.

When an interest rate changes, the new DPR may
come into effect during-not just at the beginning of-
the billing period. When this happens, we will create
a new balance and apply the new DPR to it. To get
the beginning balance on the first day for this new
balance, we multiply the previous day's daily balance
by the old DPR and add the result to that day's daily
balance.

Other methods
To figure the ADB and interest charges, we may use
other formulas or methods that produce equivalent
results. Also, we may choose not to charge interest on
certain types of charges.

general circulation in New York, New York. Or we may
choose to use a similar published rate.

If the Prime Rate increases, variable APRs (and
corresponding DPRs) will increase. In that case,
you may pay more interest and may have a higher
Minimum Payment Due. When the Prime Rate
changes, the resulting changes to variable APRs take
effect as of the first day of the billing period.

Determining the Prime Rate

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Other important information

About Additional
Cardmembers

Converting charges made in a
foreign currency

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

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

If you make a charge in a foreign currency, we will
convert it into U.S. dollars on the date we or our
agents process it. Unless a particular rate is required
by law, we will choose a conversion rate that is
acceptable to us for that date. The rate we use is
no more than the highest official rate published by a
government agency or the highest interbank rate

Changing your billing address

You must notify us immediately if you change the:

● mailing address where we send billing statements;

or

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

billing statement is available online.

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

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

we identify from customary banking sources on the
conversion date or the prior business day. This rate
may differ from rates that are in effect on the date
of your charge. We will bill charges converted by
establishments (such as airlines) at the rates they
use.

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

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

Closing your Account

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

Cancelling or suspending your
Account

About default

Collection costs

Credit reports

We may:

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

and

● notify merchants that your Account has been

cancelled or suspended.

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

We may consider your Account to be in default if:

● you violate a provision of this Agreement,
● you give us false information,
● you file for bankruptcy,
● you default under another agreement you have

with us or an affiliate,

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

debts when due.

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

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

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

● reinstate any additional cards issued on your

Account,

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

If we consider your Account in default, we may, to the
extent permitted by federal and applicable state law:

● suspend your ability to make charges,
● cancel or suspend any feature on your Account,
● require you to pay more than your Minimum

Payment Due immediately, and

● require you to pay your Account balance

immediately.

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

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

You agree that we may give information about your
Account to credit reporting agencies.

We may tell a credit reporting agency if you fail to
comply with any term of this Agreement. This may
have a negative impact on your credit record.

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

Sending you notices

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

We may contact you

Servicing and collections

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

Call monitoring

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

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About insurance products

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

or reinsurer. Compensation may influence what
products and providers we or our affiliates tell you
about.

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

How we handle electronic
debits from your checking
account

When you pay us by check, you authorize us to
electronically deduct the amount from your bank
or other asset account. We may process the check
electronically by transmitting to your financial
institution:

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

ExpressPay

Privacy Act of 1974 notice

Changing benefits

Assigning the Agreement

Assigning claims

● the amount,
● the routing number,
● the account number, and
● the check serial number.

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

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

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

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

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

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

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

We do not waive our rights

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

Governing law

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

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

In addition, if your billing address is in the State
of Maryland, to the extent, if any, that Maryland
law applies to your account, we elect to offer your
card account pursuant to Title 12, Subtitle 9 of the
Maryland Commercial Law Article.

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Arbitration
This Arbitration provision sets forth the
circumstances and procedures under which claims
may be arbitrated instead of litigated in court.

Definitions
As used in this Arbitration provision, the term claim
means any claim, dispute or controversy between
you and us arising from or relating to your
Account, this Agreement, the Electronic Funds
Transfer Services Agreement, and any other
related or prior agreement that you may have had
with us, or the relationships resulting from any
of the above agreements, except for the validity,
enforceability or scope of this Arbitration provision.
For purposes of this Arbitration provision, you
and us also includes any corporate parent, or
wholly or majority owned subsidiaries, affiliates,
any licensees, predecessors, successors, assigns,
any purchaser of any accounts, all agents,
employees, directors and representatives of any
of the foregoing, and other persons referred to
below in the definition of claims. Claim includes
claims of every kind and nature, including but not
limited to, initial claims, counterclaims, crossclaims
and third-party claims and claims based upon
contract, tort, fraud and other intentional, torts,
statutes, regulations, common law and equity.
Claim also includes claims by or against any third
party using or providing any product, service or
benefit in connection with any account (including,
but not limited to, credit bureaus, third parties who
accept the card, third parties who use, provide or
participate in fee-based or free benefit programs,
enrollment services and rewards programs,
credit insurance companies, debt collectors
and all of their agents, employees, directors
and representatives) if and only if, such third
party is a party in connection with the claim. The
term claim is to be given the broadest possible
meaning that will be enforced and includes, by
way of example and without limitation, any claim,
dispute or controversy that arises from or relates
to (a) any of the accounts created under any of
the agreements, or any balances on any such
accounts, (b) advertisements, promotions or
oral or written statements related to any such
accounts, goods or services financed under any
of the accounts or the terms of financing, (c) the
benefits and services related to Cardmembership
(including fee-based or free benefit programs,
enrollment services and rewards programs), and
(d) your application for any account. We shall
not elect to use arbitration under this Arbitration
provision for any claim that you properly file and
pursue in a small claims court of your state or
municipality so long as the claim is individual and
pending only in that court.

Initiation of Arbitration
Any claim shall be resolved, upon the election
by you or us, by arbitration pursuant to this
Arbitration provision and the code of procedures
of the arbitration organization to which the claim
is referred in effect at the time the claim is filed
(code), except to the extent the code conflicts with
this Agreement. Claims shall be referred to either
JAMS or the American Arbitration Association
(AAA), as selected by the party electing to use
arbitration. If our selection of either of these

organizations is unacceptable to you, you may
select the other organization within 30 days
after you receive notice of our selection. For
a copy of the code, to file a claim or for other
information, contact either JAMS (1920 Main
St #300, Irvine, CA 92614 or jamsadr.com) or
AAA (335 Madison Ave, New York, NY 10017
or adr.org).

In addition to the organizations listed above,
claims may be referred to any other arbitration
organization that is mutually agreed upon
in writing by you and us, or to an arbitration
organization or arbitrator(s) appointed pursuant
to § 5 of the Federal Arbitration Act, 9 U.S.C.
§§ 1-16, as it may be amended (FAA), provided
that any such organization and arbitrator(s)
will enforce the terms of the Restrictions on
Arbitration subsection set forth below.

Significance of Arbitration
IF ARBITRATION IS CHOSEN BY ANY PARTY
WITH RESPECT TO A CLAIM, NEITHER
YOU NOR WE WILL HAVE THE RIGHT TO
LITIGATE THAT CLAIM IN COURT OR HAVE
A JURY TRIAL ON THAT CLAIM. FURTHER,
YOU AND WE WILL NOT HAVE THE RIGHT
TO PARTICIPATE IN A REPRESENTATIVE
CAPACITY OR AS A MEMBER OF ANY
CLASS OF CLAIMANTS PERTAINING TO
ANY CLAIM SUBJECT TO ARBITRATION.
EXCEPT AS SET FORTH BELOW, THE
ARBITRATOR'S DECISION WILL BE FINAL
AND BINDING. NOTE THAT OTHER RIGHTS
THAT YOU OR WE WOULD HAVE IF YOU
WENT TO COURT ALSO MAY NOT BE
AVAILABLE IN ARBITRATION.

Restrictions on Arbitration
IF EITHER PARTY ELECTS TO RESOLVE
A CLAIM BY ARBITRATION, THAT CLAIM
SHALL BE ARBITRATED ON AN INDIVIDUAL
BASIS. THERE SHALL BE NO RIGHT
OR AUTHORITY FOR ANY CLAIMS TO
BE ARBITRATED ON A CLASS ACTION
BASIS OR ON BASES INVOLVING
CLAIMS BROUGHT IN A PURPORTED
REPRESENTATIVE CAPACITY ON BEHALF
OF THE GENERAL PUBLIC, OTHER
CARDMEMBERS OR OTHER PERSONS
SIMILARLY SITUATED. The arbitrator's
authority to resolve claims is limited to claims
between you and us alone, and the arbitrator's
authority to make awards is limited to awards to
you and us alone. Furthermore, claims brought
by you against us, or by us against you, may
not be joined or consolidated in arbitration
with claims brought by or against someone
other than you, unless agreed to in writing by
all parties. No arbitration award or decision
will have any preclusive effect as to issues or
claims in any dispute with anyone who is not a
named party to the arbitration. Not withstanding
any other provision of this Agreement (including
but not limited to the Continuation subsection
below) and without waiving either party's right
to appeal such decision, should any portion
of this Restrictions on Arbitration subsection
be deemed invalid or unenforceable, then the
entire Arbitration provision (other than this
sentence) shall not apply.

Arbitration Procedures
This Arbitration provision is made pursuant to
transactions involving interstate commerce and
shall be governed by the FAA. The arbitration
shall be governed by the applicable code,
except that this Agreement shall apply if there
are any conflicts. The arbitrator shall apply
applicable substantive law consistent with the
FAA and applicable statutes of limitations, shall
honor claims of privilege recognized at law,
and, at the timely request of either party, shall
provide a brief written explanation of the basis
for the decision. The arbitration proceeding
shall not be governed by any federal or state
rules of civil procedure or rules of evidence.
Any party may request that the arbitrator
expand the scope of discovery by doing so in
writing and copying any other parties, who shall
have 15 days to make objections. The arbitrator
will notify the parties of his/her decision within
20 days of any objecting party's submission.
The arbitrator shall take reasonable steps to
preserve privacy. The arbitrator's award shall
be final and binding, except for any right of
appeal provided by the FAA; however, either
party shall have 30 days to appeal that decision
by notifying the arbitration organization and
any other parties in writing. The organization
will then appoint a three-arbitrator panel which
shall consider anew any aspect of the decision
objected to by the appealing party. The panel
shall issue its decision, by majority vote, within
120 days of the appealing party's written notice.
Judgment upon any award rendered by the
arbitrator or panel may be entered in any court
having jurisdiction.

Location of Arbitration
Arbitration hearings you attend shall take place
in the federal judicial district of your residence.

Payment of Fees
You will be responsible for paying your share,
if any, of the arbitration fees (including filing,
administrative, hearing and/or other fees),
but only up to the amount of the filing fees
you would have incurred if you had brought
a claim in the state or federal court closest
to your billing address that would have had
jurisdiction. We will be responsible for any
additional arbitration fees. At your written
request, we will consider in good faith making a
temporary advance of all or part of your share
of any arbitration fees. You will not be assessed
any arbitration fees in excess of your share if
you do not prevail in any arbitration with us.

Continuation
This Arbitration provision shall survive
termination of your Account; voluntary payment
of the Account balance in full by you; any legal
proceeding by you or us to collect a debt owed
by the other; any bankruptcy by you or us; and
any sale by us of your Account (in the case
of a sale, its terms shall apply to the buyer of
your Account). If any portion of this Arbitration
provision, except as otherwise provided in
the Restrictions on Arbitration subsection,
is deemed invalid or unenforceable, it shall
not invalidate the remaining portions of this
provision.

Version 996708

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