Cardmember Agreement: Part 1 of 2

As of: 12/31/2012

Morgan Stanley Credit Card
Issuer: American Express Bank, FSB

Rates and Fees Table
 Interest Rates
Annual Percentage Rate
(APR) for Purchases

Prime Rate + 11.99%

This is a variable APR. See Explanation of Variable Rates below.

APR for Balance Transfers Prime Rate + 11.99% for any balance transfer requests we may accept.

APR for Cash Advances

Penalty APR and When it
Applies

This is a variable APR. See Explanation of Variable Rates below.
Prime Rate + 21.99%
This is a variable APR. See Explanation of Variable Rates below.
Prime Rate + 23.99%

This is a variable APR. See Explanation of Variable Rates below.
This APR will apply to your account if you:

1) make one or more late payments; or

2) make a payment that is returned.
How Long Will the Penalty APR Apply? If the penalty APR is applied, it will apply for
at least 6 months. 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.

Your due date is at least 25 days after the close of each billing period. We will not charge
you interest on purchases if you pay your entire balance by the due date each month. We
will begin charging interest on cash advances and balance transfers on the transaction date.
To learn more about factors to consider when applying for or using a credit card, visit
the website of the Consumer Financial Protection Bureau at
http://www.consumerfinance.gov/learnmore

$95

Either $5 or 3% of the amount of each transfer, whichever is greater.
Either $5 or 3% of the amount of each cash advance, whichever is greater.
2.7% of each transaction after conversion to US dollars.

Up to $35
Up to $35
None

Paying Interest

For Credit Card Tips from
the Consumer Financial
Protection Bureau
 Fees
Annual Membership Fee
Transaction Fees

● Balance Transfer
● Cash Advance
● Foreign Transaction

Penalty Fees

● Late Payment
● Returned Payment
● Overlimit

How we calculate interest: We use the Average Daily Balance method (including new transactions). See the How we
calculate interest section in Part 2.

Explanation of Variable Rates: 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. The Daily Periodic Rate (DPR) is
1/365th of the APR, rounded to the nearest one ten-thousandth of a percentage point.

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How Rates and Fees Work
 Rates 
Penalty APR for new
transactions

The penalty APR applies to new transactions if:

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

● you do not pay at least the Minimum Payment

Due by the Payment Due Date 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
We add fees to a purchase balance, unless we tell you otherwise.
Annual Membership
Late Payment

This fee is on the Rates and Fees Table on page 1 of Part 1.
Up to $35. If we do not receive the Minimum Payment Due by its Payment Due Date, the fee is $25. If
this happens again within the next 6 billing periods, the fee is $35. However, 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.
None. See Credit limit and cash advance limit in Part 2.
$25 if your Account is cancelled, you ask us to re-open it, and we do so.
3% of the transaction, with a minimum of $5. A different fee may apply if stated in a promotional offer
or at the time of a transaction. This fee is a finance charge. We will add it to the same balance as the
balance transfer.
3% of the withdrawal and other services you obtain (including any fee charged by the ATM operator),
with a minimum of $5. We will add this fee to the cash advance balance.
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.

Returned Payment

Returned Check

Overlimit
Account Re-opening
Balance Transfer

Cash Advance

Foreign Transaction

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 Reward Program Works
Anniversary Spend Award for the Morgan Stanley Credit Card from American Express
Things you should know
The Morgan Stanley Credit Card from
about this program
American Express is only available to you if you
have an eligible brokerage account.
Eligible brokerage account means a
Morgan Stanley Smith Barney brokerage
account held in your name or in the name of a
revocable trust where you are the grantor and

trustee, except for the following accounts:
Charitable Remainder Annuity Trusts, Charitable
Remainder Unitrusts, irrevocable trusts and
employer-sponsored accounts. Eligibility is
subject to change.

We may cancel your Card Account and
participation in this program, if you do not
maintain an eligible brokerage account.

How do you receive an
Anniversary Spend Award

Receiving your Anniversary
Spend Award

If the total eligible purchases charged to your
Morgan Stanley Credit Card from
American Express Card Account equals $25,000
or more during an anniversary year as described
below, Morgan Stanley Smith Barney shall
deposit one hundred dollars ($100) into an
eligible brokerage account of yours that is
determined by Morgan Stanley Smith Barney.

If you qualify to receive the $100 deposit but
your only eligible brokerage account is a trust
account, joint account, retirement account, or
sole proprietorship account, Morgan Stanley
Smith Barney will instead send $100 to you in
the form of a check that will be mailed to your
address on record at Morgan Stanley Smith
Barney.

You will not receive your $100 award if your
Card Account is cancelled or in default at the
time of fulfillment.

Limit one Anniversary Spend Award per
anniversary year per Card Account.

It will take approximately 4-6 weeks after
the end of the anniversary year to receive
the Anniversary Spend Award from Morgan
Stanley Smith Barney. Please contact Morgan
Stanley Smith Barney with any questions about
brokerage account eligibility and the fulfillment of
the award.

An anniversary year is each one year period
following the date your Card Account was
opened. The $25,000 purchase threshold resets
to $0 at the start of each anniversary year.
Eligible purchases are purchases for goods and
services minus returns and other credits.

Eligible purchases do NOT include:
● fees or interest charges,
● balance transfers,
● cash advances,
● purchases of traveler's checks,
● purchases or reloading of prepaid cards, or
● purchases of any cash equivalents.
Eligible purchases include purchases made by
both the Basic and Additional Cardmembers on
the Card Account.

This offer may not be transferred.

Morgan Stanley Smith Barney LLC, its affiliates,
and Morgan Stanley Smith Barney Financial
Advisors and employees do not provide tax or
legal advice. Clients may be subject to tax and
information reporting with respect to any awards,
including the Anniversary Spend Award. Clients
should consult their tax advisors regarding the
tax implications of any awards, including the
Anniversary Spend Award, based upon their
specific circumstances.

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FDR 996696

Cardmember Agreement: Part 2 of 2

Doc 27304

How Your American Express Account Works

Introduction

About your Cardmember
Agreement

Changing the Agreement

Words we use in
the Agreement

About using your card

Using the card

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

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

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

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

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).

Card means any card or other device that we issue to
access your Account. A charge is any amount added to

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

your Account, such as purchases, cash advances,
balance transfers, fees and interest charges. A
purchase is a charge for goods or services. A cash
advance is a charge to get cash or cash equivalents.
A balance transfer is a charge to pay an amount you
owe on another credit card account.

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. At our
discretion, we may permit you to make cash advances or
balance transfers. You cannot transfer balances from any
other account issued by us or our affiliates.

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:

Credit limit and cash
advance limit

Declined transactions

● 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 assign a Credit Limit to your Account. We may make
part of your Credit Limit available for cash advances
(Cash Advance Limit). There may also be a limit on the
amount you can withdraw from ATMs in a given period.
The Credit Limit and Cash Advance Limit are shown on
page 1 of Part 1 and on each billing statement.

We may increase or reduce your Credit Limit and Cash
Advance Limit. We may do so even if you pay on time and
your Account is not in default.

● your Account balance (including fees and interest)

is not more than your Credit Limit, and

● your cash advance balance (including fees and
interest) is not more than your Cash Advance
Limit.

We may approve charges that cause your Account
balance to go over your Credit Limit. If we do this,
we will not charge an overlimit fee. If we ask you to
promptly pay the amount of your Account balance
above your Credit Limit, you agree to do so.

You agree to manage your Account so that:

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 the charge
would not cause you to go over your Credit Limit

and 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.

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About your payments

When you must pay

You must pay at least the Minimum Payment Due by
the Payment Due Date. The Minimum Payment Due
and Payment Due Date are shown on each billing
statement.

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. For your
payment to be considered on time, we must receive

at least the Minimum Payment Due in such time and
manner by the Payment Due Date shown on your
billing statement.

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.

Your Account may have balances with different
interest rates. For example, purchases may have
a lower interest rate than cash advances. If your
Account has balances with different interest rates,
here is how we generally apply payments in a billing
period:

● We apply your payments, up to the Minimum

Payment Due, 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

How we calculate your
Minimum Payment Due

To calculate the Minimum Payment Due for each
statement, we start with the higher of:
(1) interest charged on the statement plus 1% of the
New Balance (excluding any overlimit amount,
penalty fees and interest on the statement); or

(2) $35.

Then we add any penalty fees shown on the
statement and 1/24th of any overlimit amount, round
to the nearest dollar, and add any amount past due.

Your Minimum Payment Due may also include any
additional amount specified in a promotional offer.
Your Minimum Payment Due will not exceed your
New Balance. You may pay more than the Minimum
Payment Due, up to your New Balance, at any time.

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 your payments 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. For example, we apply a credit
for a purchase to the purchase balance. We may
apply payments and credits within balances, and
among balances with the same interest rate, in any
order we choose.

EXAMPLE: Assume that your New Balance is
$3,000, interest is $29.57, and you have no overlimit
amount, penalty fees, or amounts past due.

(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.

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About interest charges

When we charge interest

How we calculate interest

Determining the Prime Rate

We charge interest beginning on the date of each transaction. You can avoid paying interest on purchases as
described below. However, you cannot avoid paying interest on cash advances and balance transfers.

If you pay the New Balance on every statement by
the Payment Due Date, we will not charge interest on
purchases.

If you pay the New Balance on a statement by the
Payment Due Date and then you pay less than the
New Balance on the following statement by the
Payment Due Date, we will not charge interest on the
portion of the purchase balance that we apply that
payment to. But we will charge interest on unpaid
purchases.

If you do not pay the New Balance on a statement by
the Payment Due Date and then:

● you pay the New Balance on the next statement by
the Payment Due Date, we will not charge interest
on purchases from the date of your payment to
the Closing Date of the billing period in which you
made that payment. But we will charge interest on
purchases from the beginning of that billing period
until the date of your payment.

● you pay the New Balance on each of the next two
statements by their Payment Due Dates, we will
not charge interest on purchases on the following
statement.

Also, we will not charge interest on purchases on a
statement if the Previous Balance on that statement is
zero or a credit balance.

We calculate interest for a billing period by first figuring the interest on each balance. Different categories of
transactions such as purchases and cash advances-may have different interest rates. Balances within each
category may also 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.

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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

Changing your billing address

You must notify us immediately if you change the:

● mailing address to which 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.

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

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

Sending you notices

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
your Account number and the specific information you
believe is incorrect.

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

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:

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

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

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

ExpressPay

Privacy Act of 1974 notice

Convenience checks

Changing benefits

Assigning the Agreement

Assigning claims

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

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

Convenience checks (including balance transfer
checks) are checks that we may send you to access
your Account. The following terms will apply to use
of those checks unless otherwise disclosed with the
check.

If you use a convenience check, we may decline it.
If we decline it, you may have to pay returned check
fees or other penalties to whomever you wrote the
check.

If you use a convenience check and we honor it,
we will charge interest beginning as of the date we
receive the check. You cannot avoid paying interest on
convenience check transactions.

We will charge a fee for each convenience check
transaction. This fee is 3% of the transaction, with a
minimum of $5. This fee is a finance charge. We will

add the fee to the same balance that we add the
convenience check transaction to.

We will charge $29 each time you ask us to stop
payment on a convenience check.

A convenience check is not a card. You may not use
convenience checks to pay this or any other account
with us or our affiliates. If you use a convenience
check, we will apply the:

● cash advance APR if you make it payable to cash,
to you, or to a bank, brokerage or similar asset
account, or to a mortgage or insurance provider.

● purchase APR if you make it payable to a

merchant.

● balance transfer APR if you use it to transfer a

balance from another creditor.

● penalty APR if it applies to your Account.

We have the right to add, modify or delete any benefit, service, or feature 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.

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