Morgan Stanley Platinum Card
Issuer: American Express Bank, FSB

Cardmember Agreement: Part 1 of 2

As of: 06/30/2013

Fees Table
 Fees
Annual Membership Fee
Transaction Fees

● Foreign Transaction

Penalty Fees

● Late Payment

● Returned Payment

$450

None

Up to $35. However, if your account does not have a Pay Over Time feature or balance and
you do not pay for two billing periods in a row, your fee will be $35 or 2.99% of the past due
amount, whichever is greater.
Up to $35

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How 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 3 times in 12 billing periods,
● you do not pay at least the Minimum Payment
Due by the Closing Date of the billing period
in which it is due and you still do not pay it by
the Closing Date of the next billing period, or

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.

● your payment is returned by your bank.

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 not charge for 1 additional card,
we will charge $175 for up to 3 more after the 1st card, then we will charge $175 for each additional
card after the 4th card.
Accounts without a Pay Over Time Feature or Balance: Up to $35. However, if you do not pay the
Amount Due for two billing periods in a row, your late fee will be $35 or 2.99% of the past due amount,
whichever is greater.

● Your first late fee is $25. This late fee will be charged if you do not pay the Amount Due on your

billing statement before the 20th day after the Closing Date shown on your next billing statement. If
you do this again within the next 6 billing periods, your late fee is $35 instead.

● However, if you do not pay the Amount Due for two or more billing periods in a row, your late fee

will be $35 or 2.99% of the past due amount, whichever is greater. This late fee will be charged on
the Closing Date of the second consecutive billing period, and, if the Amount Due remains unpaid,
on each Closing Date after that.

● Your late fee will never exceed the Amount Due.

Accounts with a Pay Over Time Feature or Balance: Up to $35.

● Your first late fee is $25. If you pay late again within the next 6 billing periods, your late fee is $35

instead. However, your late fee will never exceed the Minimum Payment Due.

● The applicable late fee will be charged if you do not pay the Minimum Payment Due on your billing
statement before the 20th day after the Closing Date shown on your next billing statement, and, if
the Minimum Payment Due remains unpaid, on each Closing Date after that.

● Paying late may also result in a Penalty APR. See Penalty APR for new transactions and Penalty

APR for existing balances above.

In certain circumstances, because of the timing of the late fee charges described above, a billing
statement may reflect two late fees, each one charged with respect to a different billing period.
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.
None

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

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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.

An anniversary year is each one year period
following the date your card account was
opened. The $100,000 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.

Supplement to the Cardmember Agreement

How Your Reward Program Works

Anniversary Spend Award for the Platinum Card from American Express exclusively for Morgan Stanley
Things you should know
about this program

The Platinum Card from American Express
exclusively for Morgan Stanley 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

How do you receive an
Anniversary Spend Award

Receiving your Anniversary
Spend Award

If the total eligible purchases charged to
your  Platinum Card from American Express
exclusively for Morgan Stanley card account
equals $100,000 or more during an anniversary
year as described below, Morgan Stanley Smith
Barney shall deposit five hundred dollars ($500)
into an eligible brokerage account of yours that
is determined by Morgan Stanley Smith Barney.

If you qualify to receive the $500 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 $500 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 $500 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.

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FDR 996831

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 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. 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).

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 assign a Pay Over Time limit to your Account.
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 your Pay Over Time limit. We
may reduce or increase this amount. We may do so
even if you pay on time and your Account is not in
default. We will tell you if we change that amount. You
must pay in full upon receipt of your billing statement
all charges that are not placed into a Pay Over Time
balance. 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.

(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.

(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.

About interest charges on Pay Over Time balances

When we charge 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.

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How we calculate interest

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

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.

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 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

Other important information

About Additional
Cardmembers

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

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

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

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

Converting charges made in a
foreign currency

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

Changing your billing address

You must notify us immediately if you change the:

● mailing address where we send billing statements;

or

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

billing statement is available online.

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.

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

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

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

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

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.

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.

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.

● 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.

About insurance products

How we handle electronic
debits from your checking
account

ExpressPay

Privacy Act of 1974 notice

Changing benefits

Assigning the Agreement

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.

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Assigning claims

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

Notice to Oregon Residents

Notice for residents of
Washington State

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.

Service charges not in excess of those permitted by law will be charged on the outstanding balances from
month to month. You may pay more than the minimum payment due, up to your entire outstanding balance, at
any time.

In accordance with the Revised Code of Washington Statutes, Section 63.14.167, you are not responsible for
payment of interest charges that result solely from a merchant's failure to transmit to us within seven working
days a credit for goods or services accepted for return or forgiven if you have notified us of the merchant's delay
in posting such credit, or our failure to post such credit to your account within three working days of our receipt
of the credit.

Claims Resolution

Most customer concerns can be resolved by
calling our Customer Service Department at the
number listed on the back of your card.  In the
event Customer Service is unable to resolve a
complaint to your satisfaction, this section explains
how claims can be resolved through mediation,
arbitration or litigation.  It includes an arbitration
provision.  You may reject the arbitration
provision by sending us written notice within
45 days after your first card purchase, or by
February 15, 2013, whichever is later.  See Your
Right to Reject Arbitration below.

For this section, you and us includes any
corporate parents, subsidiaries, affiliates or
related persons or entities.  Claim means any
current or future claim, dispute or controversy
relating to your Account(s), this Agreement, or
any agreement or relationship you have or had
with us, except for the validity, enforceability
or scope of the Arbitration provision.  Claim
includes but is not limited to: (1) initial claims,
counterclaims, crossclaims and third-party claims;
(2) claims based upon contract, tort, fraud, statute,
regulation, common law and equity; (3) claims
by or against any third party using or providing
any product, service or benefit in connection with
any account; and (4) claims that arise from or
relate to (a) any account created under any of
the agreements, or any balances on any such
account, (b) advertisements, promotions or
statements related to any accounts, goods or
services financed under any accounts or terms
of financing, (c) benefits and services related
to card membership (including fee-based or
free benefit programs, enrollment services and
rewards programs) and (d) your application for any
account.  You may not sell, assign or transfer a
claim.
Sending a Claim Notice
Before beginning a lawsuit, mediation or
arbitration, you and we agree to send a written
notice (a claim notice) to each party against
whom a claim is asserted, in order to provide
an opportunity to resolve the claim informally or
through mediation.  Go to americanexpress.com/
claim for a sample claim notice.  The claim notice
must describe the claim and state the specific
relief demanded.  Notice to you may be provided
by your billing statement or sent to your billing
address.  Notice to us must include your name,
address and Account number and be sent to

American Express ADR c/o CT Corporation
System, 111 8th Ave., NY, NY 10011.  If the
claim proceeds to arbitration, the amount of
any relief demanded in a claim notice will not
be disclosed to the arbitrator until after the
arbitrator rules.
Mediation
In mediation, a neutral mediator helps parties
resolve a claim.  The mediator does not decide
the claim but helps parties reach agreement.

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

All mediation-related communications are
confidential, inadmissible in court and not
subject to discovery. All applicable statutes of
limitation will be tolled until termination of the
mediation.  Either you or we may terminate
the mediation at any time.  The submission or
failure to submit a claim to mediation will not
affect your or our right to elect arbitration.
Arbitration
You or we may elect to resolve any claim by
individual arbitration.  Claims are decided by a
neutral arbitrator.
If arbitration is chosen by any party,
neither you nor we will have the right to
litigate that claim in court or have a jury
trial on that claim.  Further, you and we
will not have the right to participate in a
representative capacity or as a member of
any class pertaining to any claim subject
to arbitration.  Arbitration procedures are
generally simpler than the rules that apply
in court, and discovery is more limited.  The
arbitrator's decisions are as enforceable
as any court order and are subject to very
limited review by a court.  Except as set
forth below, the arbitrator's decision will
be final and binding.  Other rights you or
we would have in court may also not be
available in arbitration.

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

We will not elect arbitration for any claim you
file in small claims court, so long as the claim is
individual and pending only in that court.  You
or we may otherwise elect to arbitrate any claim
at any time unless it has been filed in court
and trial has begun or final judgment has been
entered.  Either you or we may delay enforcing
or not exercise rights under this Arbitration
provision, including the right to arbitrate a
claim, without waiving the right to exercise or
enforce those rights.
Limitations on Arbitration
If either party elects to resolve a claim by
arbitration, that claim will be arbitrated
on an individual basis.  There will be
no right or authority for any claims to
be arbitrated on a class action basis or
on bases involving claims brought in a
purported representative capacity on behalf
of the general public, other cardmembers or
other persons similarly situated.

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

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any other currently open American Express
accounts you have will not apply to you, except
for Corporate Card accounts and any claims
subject to pending litigation or arbitration at the
time you send your rejection notice.  Rejection
of this Arbitration provision will not affect
your other rights or responsibilities under this
Claims Resolution section or the Agreement.
Rejecting this Arbitration provision will not
affect your ability to use your card or any other
benefit, product or service you may have with
your Account.
Continuation
This section will survive termination of your
Account, voluntary payment of your Account
balance, any legal proceeding to collect a debt,
any bankruptcy and any sale of your Account
(in the case of a sale, its terms will apply to the
buyer of your Account).  If any portion of this
Claims Resolution section, except as otherwise
provided in the Limitations on Arbitration
subsection, is deemed invalid or unenforceable,
it will not invalidate the remaining portions of
this Claims Resolution section.

Notwithstanding any other provision and
without waiving the right to appeal such
decision, if any portion of these Limitations on
Arbitration is deemed invalid or unenforceable,
then the entire Arbitration provision (other than
this sentence) will not apply.
Arbitration Procedures
This Arbitration provision is governed by the
FAA.  The arbitrator will apply applicable
substantive law, statutes of limitations and
privileges.  The arbitrator will not apply any
federal or state rules of civil procedure or
evidence in matters relating to evidence
or discovery.  Subject to the Limitations on
Arbitration, the arbitrator may otherwise award
any relief available in court.  The arbitration
will be confidential, but you may notify any
government authority of your claim.

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

Arbitration Fees and Costs
You will be responsible for paying your share
of any arbitration fees (including filing,
administrative, hearing or other fees), but only
up to the amount of the filing fees you would
have incurred if you had brought a claim in
court.  We will be responsible for any additional
arbitration fees.  At your written request, we
will consider in good faith making a temporary
advance of your share of any arbitration fees,
or paying for the reasonable fees of an expert
appointed by the arbitrator for good cause.
Additional Arbitration Awards
If the arbitrator rules in your favor for an
amount greater than any final offer we made
before arbitration, the arbitrator's award will
include: (1) any money to which you are
entitled, but in no case less than $5,000; and
(2) any reasonable attorneys' fees, costs and
expert and other witness fees.
Your Right to Reject Arbitration
You may reject this Arbitration provision by
sending a written rejection notice to us at:
American Express, P.O. Box 981556, El Paso,
TX 79908.  Go to americanexpress.com/reject
for a sample rejection notice.  Your rejection
notice must be mailed within 45 days after your
first card purchase, or by December 19, 2012,
whichever is later.  Your rejection notice must
state that you reject the Arbitration provision
and include your name, address, Account
number and personal signature.  No one else
may sign the rejection notice.  If your rejection
notice complies with these requirements, this
Arbitration provision and any other arbitration
provisions in the cardmember agreements for

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