The American Express® Card
Issuer: American Express Travel Related Services Company, Inc.

Cardmember Agreement: Part 1 of 2

As of: 12/31/2012

Fees Table
 Fees
Annual Membership Fee
Transaction Fees
● Foreign Transaction

Penalty Fees
● Late Payment

● Returned Payment

$150

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.
Up to $35

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How Fees Work
  Fees
Annual Membership

Late Payment

Returned Payment

Returned Check

Foreign Transaction

This fee is on the Rates and Fees Table on page 1 of Part 1. We will charge $40 for each additional
card.
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, the fee is $25. If this happens again within the next
6 billing periods, the fee is $35 instead. In both cases, if you do not pay the amount past due by the
following Closing Date, we will charge, in that same billing period, the greater of $35 or 2.99% of the
amount past due. For each subsequent billing period that an amount past due remains unpaid, the
fee is the greater of $35 or 2.99% of any amount past due. However, the late fee will not exceed the
Minimum Payment Due.
Up to $35. If your payment is returned unpaid the first time we present it to your bank, the fee is $25.
If this happens again within the next 6 billing periods, the fee is $35. However, the returned payment
fee will not exceed the Minimum Payment Due on the last Payment Due Date before the payment is
returned.
$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.
2.7% of the converted U.S. dollar amount. This fee is a finance charge. See Converting charges made
in a foreign currency in Part 2.

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

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FDR 996648

Cardmember Agreement: Part 2 of 2

Doc 27308

How Your American Express Account Works

Introduction

About your Cardmember
Agreement

Changing the Agreement

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

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

Words we use in the Agreement 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 below).

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

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.

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 and fees.
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 below).

About using your card

Using the card

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:

● 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,
● charges that Additional Cardmembers make or permit others to make, and
● any amounts guaranteed by the use of the card.

Declined transactions

About Additional Cardmembers

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.

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.

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.

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.

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About your payments

When you must pay

How to make payments

Payment of the New Balance is due upon receipt of
your statement. Each statement 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.

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 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 (see How 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.

How we apply payments and
credits
Other important information

Subject to applicable law, we will apply payments and credits among charges in any order we choose.

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 to which 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.

Cancelling or suspending your
Account

About default

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

Collection costs

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

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Credit reports

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 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

About insurance products

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.

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

● 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.

Changing benefits

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

Assigning the Agreement

Assigning claims

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

New York 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 New York. We hold your Account in
New York. We entered into this Agreement with you in
New York.

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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. Notwithstanding 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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