AG3152 (10/11) CI  
     Cardmember Agreement and Disclosure Statement  
     Part 1 of 2: Agreement  
     About this Agreement  
     Part 1 and 2 together make your Cardmember Agreement and Disclosure Statement (�Agreement�) and govern your 
     Credit Card Account with us (your �Accou nt�).  
     Part 1 contains Terms and Conditions. Part 2 contains Annual Percentage Rate (�APR�) and fee information. Please read 
     and keep both parts of this Agreement.  
     Thank you.  
     KEY TERMS  
     �You� and �your� means each person who:  
     � applied for this Account; and/ or  
     � agrees to pay for the Account.  
     �We,� �us,� and �our� means HSBC Bank Nevada, N.A. located at 1111 Town Center Drive, Las Vegas, Nevada 89144.  
     �Agreement� means Parts 1 and 2 of this document and any supplements or amendments.  
     �Card� means any card, ca rd number or other device we issue to access your Account.  
     �Network� may be Visa, MasterCard, American Express, Discover or another credit card network.  
     GETTING STARTED  
     The Card must be signed to be used.   
     When you receive this Agreement, use the Account,  or sign or keep the card, you agree to:  
     � the terms of this Agreement; plus  
     � any amendments or supplements to the Agreement.   
     If your Account has an Annual Fee or Periodic Membership Fee, we will refund this fee if:  
     � you have not used your Account; and  
     �  you close your Account within 90 days of when it was opened.  
     You may close your Account at any time.  
       TYPES OF USES  
     You can use your Account for:  
     �    Purchases;  
     �    Balance Transfers; and  
     �    Cash Advances.  
     We may limit the amount and/or frequency of any type o f use at any time.  
     Balance transfers include credit card checks, unless otherwise disclosed.  
     Cash advances include cash you get:  
     �    over the counter (e.g., at a bank);  
     �    at an ATM; and  
     �    from other purchases we define as �cash - like�  (e.g., money orders, tr aveler�s checks, casino chips, or lottery 
     tickets).  
        
     ALLOWED USE  
     You agree to:  
     �    use your Account only for lawful  purposes;  
     �    use your Account for only personal, family, household, or charitable purposes; and  
     �    repay us for all costs related to uses not  allowed under this Agreement.  
     You are not allowed to use your Account:  
     �    to make payments to this credit card or any other loan payments to us or our affiliates; or  
     �    for internet gambling.   
     If you have given someone permission to use the Card, this is not  unauthorized use and you will be liable for all use by 
     that person.  
     CREDIT LIMIT  
     When we first send your card, we will tell you:  
     �    the total credit limit on your Account; and  
     �    the portion of this limit you can use for cash advances.  
     If a cash advance lim it is not shown on your billing statement, it means your total credit limit is available for cash 
     advances.  
     We may change these limits from time to time.  Whenever this occurs, we will notify you:  
     �    on your billing statement; and/or  
     �    by sending a notice.  
     You agree to:  
     �    keep your Account balance (which includes interest and other charges) within your credit limit; and  
     �    immediately pay any over limit amount that might occur.  
     Your available credit may not reflect your payments for up to 14 days. If a transa ction exceeds your available credit, we 
     may decline it.   
      
     FOR SECURED CARD ACCOUNTS ONLY  
     This section only applies to those who have opened a deposit account as collateral for their credit card.  
     If you have a Secured Credit Card and have completed a Secure d Credit Card Deposit Account Agreement (�Deposit 
     Account�), the following apply:  
          �  You assign, pledge and grant us a first priority interest for all money in your Deposit Account with HSBC Bank 
     USA N.A. as security that you will repay as promised.  
          � We  may restrict withdrawals from your Deposit Account until:  
               a) your credit card Account is closed; and/or  
               b) your credit card debt is fully repaid; and/or  
               c) we modify this Agreement.  
          �  Without advance notice to you, we may apply all or part of your D eposit Account balance to your credit card 
     Account if:  
               a) you exceed your credit limit; and/or  
               b) you default in any other way; and/or  
               c) this Agreement is cancelled by you or us for any reason.  
     If the amount in your Deposit Account is less than what  is needed to repay your credit card debt, you promise to repay the 
     credit card debt under the terms of this Agreement.  
      
     CREDIT LIMIT FOR SECURED ACCOUNTS  
     This section only applies to those who have opened a Deposit Account as collateral for their credit c ard.  
     Your credit limit may be less than the amount of your Deposit Account.  
     You can request a credit limit increase at any time. Please note that:  
          � we may ask for another deposit to approve your request; and  
          � the terms of this Agreement will apply to a ny additional deposits as well.  
     You must maintain a deposit account as security for this credit card Account, and shall grant us a security interest in this 
     deposit account. The minimum required to be maintained in this deposit account is $200.  
     USING THE A CCOUNT  
     At times we may:  
     �    decline a transaction if there is not enough available credit and for any other reason; and/or  
     �    require our Authorization before allowing a transaction.  
     A merchant may check your ID.  
     We are not liable if:  
     �    a merchant refuses you r card; and/or  
     �    we do not complete your transaction for any reason.  
     RECURRING BILLS  
     If you authorize any company to bill charges on a recurring basis to your Account, we may provide the company with 
     information about your:  
     a)   Account number;   
     b)   Account s tatus; and  
     c)   Account expiration date.  
     You must notify the company when and if you no longer want to allow them to charge your Account.  
     If you default with us or if we change your Account or Account number for any reason:  
     �    we may refuse or suspend future  recurring charges; and  
     �    you must set up the recurring charges again and/or make other payment arrangements with the company.  
     Promise to Pay   
     You promise to pay for all:  
     �    credit we extend; plus  
     �    Interest Charges and other fees or charges; plus  
     �    collecti on costs and attorney fees as allowed by law.  
     If your Account is a joint Account, each of you is jointly and individually responsible for amounts due. This remains true in 
     the event of death, divorce or other events that affect liability between you and th e other person.    
     If any joint Accountholder requests to not be liable for future transactions, we may close the Account.  
     WHEN AND HOW TO PAY  
     You agree to:  
     �    pay at least the Minimum Payment Due as described in Part 2, and as shown on your billing statemen t; and  
     �    make this payment in time to be credited by no later than the Payment Due Date.  
     If you wish, you may pay more than the Minimum Payment Due or the entire balance at any time.  
     Instructions for making timely payments are shown on your billing stateme nt.   
     Payments must be:  
     �    made in U.S. dollars; and  
     �    paid from a U.S. bank or other U.S. financial institution; and  
     �    sent in a form that is acceptable to us.  
     Acceptable forms of payment include:  
     �    a check or money order; or  
     �    an electronic funds transfer.  
     If you want to write any special conditions on your payment, such as �paid in full�, �without recourse�, or similar language, 
     you must mark this clearly on your payment. Send this payment to the special address on your statement. This address is 
     called th e �Billing Inquiries� address.   
     Unless you follow the above directions, we may accept a payment marked with special conditions and not agree to those 
     conditions, and will not lose any of our rights.  
      By sending us a check for payment on your Account, you a uthorize us either to:  
     �  use information from your check to initiate an electronic fund transfer from your payment account according to the terms 
     of the check; or  
     � to process this transaction as a check.  
     When we use your check to make an electronic fund t ransfer:  
     �  funds may be withdrawn from your  payment  account the same day we receive your payment; and   
     � you will not receive your check back from your bank.  
     When you use our optional payment by phone service, you agree that:  
     �  we may make an electronic  funds transfer from the bank account you choose; or  
     � we may process the payment the same way we would process a check.  
     You authorize the amount and timing of each payment. Please retain this authorization for your records.   
     If you have a returned payment:  
     �  the amount you paid will be added back to your Account and may be applied to a different category than originally 
     posted. (e.g. cash advance, purchases, etc.); and  
     �  Interest Charges may be restored back to the payment date at the APR for that transacti on.  
       Interest Rates   
     ABOUT YOUR APRs  
     Your APRs are shown in Part 2.   
     A Daily Periodic Rate is used to determine your Interest Charges in any billing cycle. To determine this rate, we divide 
     your APR by 365; then round this number up to the next hundred tho usandth of a percentage point.  
     PROMOTIONAL OR INTRODUCTORY APR  
     We may offer you special Promotional or Introductory APRs from time to time. If we do, we will tell you:  
     �    the eligible transaction types;  
     �    how long this APR will last; and  
     �    any other special  terms of the offer.  
     HOW A VARIABLE RATE MAY CHANGE  
     Your variable APRs can change with each monthly billing cycle.   
     We will apply each APR to the applicable balance for each type of transaction. Each variable APR will be equal to:  
     a)  the amount shown in P art 2 (�Spread�); plus  
     b)  the U.S. �Prime Rate� as defined below.  
     The Prime Rate will be as shown in the Money Rates table of  The Wall Street Journal  that is in effect on the last day of 
     the month.   
     Any changes in the Prime Rate will take effect on the fi rst day of your billing cycle beginning in the next month.  
     An increase in the U.S. Prime Rate will increase your Daily Periodic Rates. It may also increase your:  
     �    Interest Due; and/or  
     �    Minimum Payment Due.  
      
     ABOUT THE PENALTY APR  
     If you do not make your M inimum Payment Due by the Payment Due Date, we may increase your APRs to the Penalty 
     APR.  
     If this occurs:  
     �    we will provide advance notice before the Penalty APR goes into effect;  
     �    once the Penalty APR goes into effect, if you make your Minimum Payment    D ue by the Payment Due Date 
     for the next six consecutive billing cycles, your rates will return to the non - Penalty APRs that apply to your Account; or  
     �    if you do not make the next six consecutive minimum payments by the Payment Due Date, we may keep the 
     Pe nalty APR on your Account indefinitely.  
       Interest Charges   
     HOW INTEREST CHARGES ARE CALCULATED  
     To determine your periodic Interest Charges on each billing statement, we:  
     �  determine the Average Daily Balance for each type of transaction; (for example, purc hases, balance transfers, and cash 
     advances); then  
     �  multiply this number by the applicable Daily Periodic Rate; then  
     �  multiply this number by the total number of days in the billing cycle.  
     We use the applicable Daily Periodic Rate in effect on the billin g statement closing date.  
     HOW DAILY BALANCE IS DETERMINED  
     To determine your Daily Balance, we:  
     � take the beginning balance for each type of transaction that day;  then  
     � add the following that were incurred on that day:  
     a) any new transactions;  
     b) any pre vious day�s periodic Interest Charges;  
     c) any Finance Charges; and  
     d)  any fees and charges, including any credit insurance premiums or debt cancelation fees, if these apply;   
     then  
     � subtract any payments and/or credits.  
     We also make any needed adjustments.  For example:  
     �  If a transaction posts after, but occurs before the start of a billing cycle, we may adjust the amount above to include this 
     transaction. It will be included as of the first day of the billing cycle in which it posts.  
     �  If your Account is s ubject to a grace period during the billing cycle, your payments will be subtracted from all Daily 
     Balances in the current billing cycle.  
     �  If a transaction for a returned payment or a dispute resolved in our favor posts after the beginning of the billing  cycle, we 
     will make this adjustment:    
     -   the applicable Daily Balance(s) and any related Interest Charge calculations will be adjusted to include the transaction 
     amount as of the date of the original payment or transaction.   
     To calculate your Average Daily  Balance, we:  
     �  add the Daily Balances for each day of the billing cycle; then  
     �  divide this total by the number of days in the billing cycle.  
     PAYING INTEREST  
     Your Account has a grace period on purchases. Periodic Interest Charges begin accruing on purchas es, balance 
     transfers, cash advances, and credit card checks on the date of the transaction and continue to accrue until your balance 
     is paid in full. However, no Interest will be charged on new purchases for any billing cycle when:  
     � you paid your entire  New Balance in the previous month on time; and  
     � you pay your entire current month�s balance on time as well.  
     TREATMENT OF FEES AND INTEREST  
     Any fees or Interest will be added to your Purchase balance unless otherwise stated in this Agreement.  
     MINIMUM INTE REST CHARGE  
     If you are charged Interest, the charge will be no less than the Minimum Interest Charge listed in Part 2. The Minimum 
     Interest Charge will be allocated to each balance category subject to an Interest Charge.  
     BALANCE TRANSFER FEE  
     This fee is sh own in Part 2. This fee:  
     �  applies to balance transfers and credit card checks; and  
     �  is charged as of the date the transfer or check posts to your Account; and  
     �  is added to the same balance as the balance transfer; and  
     �  is a Finance Charge.  
     CASH ADVANCE  FEE   
     This fee is shown in Part 2. It applies to:  
     � cash you get over the counter (e.g., at a bank);  
     � cash you get at an ATM; and  
     �  other �cash - like� transactions (such as money orders, traveler�s checks, casino chips, or lottery tickets).  
     This fee is:  
     �  charged as of the date the transaction posts to your Account; and  
     � added to the cash advance balance; and  
     � a Finance Charge.  
     FOREIGN TRANSACTION FEE  
     This fee is shown in Part 2. This fee will be charged when a transaction is made in a foreign currency. T his fee is:  
     �  charged on the U.S. dollar amount of the transaction; and  
     �  is added to either your Cash Advance or Purchase balance depending on the type of transaction.   
     �  a Finance Charge  
     The U.S. dollar amount is defined by the Network.   
     The rules that d efine the U.S. dollar amount are:   
     �  subject  to change at any time, and set  by the Network as allowed by law, currently:  
     -  a wholesale market rate, or  
     -  a government - mandated rate in effect on either:  
     (i) the applicable central processing date, used by t he Network; or  
     (ii) one day prior to the processing date.  
     The currency conversion rate in effect on the processing date may differ from the rate in effect on the transaction or 
     posting date.  
     FEES AND LIMITS  
     The fees that apply to your Account are shown in  the Purchase balance unless otherwise stated in this Agreement.   
     If charging any fee shown in Part 2 would exceed first - year fee limits set by law, we may charge an amount allowed by 
     law. If we do this, it does not affect our ability to charge the full fee  amount later.   
     ANNUAL OR PERIODIC MEMBERSHIP FEE  
     If your Account has an Annual or Periodic Membership Fee, this amount is shown in Part 2. You agree that this fee will be 
     charged to your Account while your Account is:  
     � open; or   
     � closed with a balance.   
     If you have not used your Account and you close it within 90 days of when it was opened, the Annual or Periodic 
     Membership Fee(s) will be refunded (if paid) or reversed.  
     This Fee compensates HSBC Bank Nevada, N.A. in part, for Cardmember services provided  or made available to you 
     throughout the membership year.  
     LATE PAYMENT FEE   
     This fee is shown in Part 2. It is charged in any billing cycle that you do not pay at least the Minimum Payment Due by the 
     Payment Due Date.  
      
     OVER THE CREDIT LIMIT FEE  
     This fee is  shown in Part 2 and will be charged if:  
     �  your Account balance exceeds your credit limit at any time during a billing cycle.  
      
     RETURNED PAYMENT FEE  
     This fee is shown in Part 2. It is charged each time a check or other form of payment to us is returned or n ot honored.  
     PAYMENT BY PHONE FEE  
     This fee:  
     �  may be charged each time anyone makes a payment to your Account with the assistance of a live phone representative; 
     and  
     �  amount is disclosed at the time a payment by phone is requested.  
     COPY REQUEST FEE  
     A fee m ay be charged each time a copy of a document is requested. The fee amount will be disclosed at the time of your 
     request.  
     STOP PAYMENT FEE   
     This fee is shown in Part 2. It may apply when you request a stop payment on a credit card check you have written.  
     Pl ease note, if the check has already cleared, a stop payment cannot be requested.  
     To request a stop payment you must notify us in writing. Please use the �Billing  Inquiries� address on your billing 
     statement.  
     If you notify us by phone, you must also notify  us in writing within 14 days of your call.   
     Your written, signed request must include these items:  
     � check number;  
     � payee name;  
     � check date; and  
     � check amount.  
     Your stop payment order will end after six months unless you renew it in writing.  
     HOW WE APP LY PAYMENTS  
     We apply your payment up to and including the Minimum Payment Due as we determine, and usually to lower APR 
     balances before higher ones.  
     Any payment amount greater than the Minimum Payment Due is applied to higher APR balances before lower ones .  
     GETTING ADDITIONAL CARDS  
     You may:  
     � request additional cards for others; and/or  
     � permit others to use your Card or Account Number.  
     You are responsible for all charges made on additional Account cards or by permitted users.  
     To revoke another person�s per mission to use your Account, you must:  
     � notify us; and  
     �  retrieve and destroy any cards, checks or other Account access devices from that person.  
     UPDATING YOUR RECORDS  
     You agree:  
     a)  to give us prompt advance notice of any change in your name, mailing addr ess, phone number, or employer;   
     b)  to promptly give us accurate financial information about you if we ask for it; and  
     c)  the Department of Motor Vehicles may release your home address to us if we ever need it to find you.  
     CLOSING YOUR ACCOUNT  
     You can clos e your Account at any time by:  
     �  calling the number on the back of your card; or  
     �  mailing your request to the �Billing Inquiries� address on your billing statement.  
     Once you close the Account:  
     �  you must destroy your card(s) and any unused credit card che cks; and  
     �  you will still be responsible for all amounts owed according to the terms of this Agreement.  
     LOST OR STOLEN CARD/CHECKS  
     You agree to notify us immediately if:  
     � your Card or credit card checks are lost or stolen; or  
     � your Account is used withou t your permission.  
     You may call at any time. The phone number is listed on your billing statement.  
     ACCOUNT DEFAULT    
     We may consider your Account to be in Default if you:  
     a)   fail to make the Minimum Payment Due when due;  
     b)   exceed your credit limit;  
     c)   beco me the subject of bankruptcy proceedings, foreclosure, repossession, lien or judgment, garnishment, or 
     attachment;  
     d)   give us misleading, false, or incomplete information;   
     e)   fail to give us a current physical address  when you apply and whenever you move ;    
     f)   make payments to us that are returned unpaid by your bank or other financial institution;  
     g)   write any credit card checks that are returned unpaid by us;   
     h)  default under any other agreement or security agreement you have with us or with one of ou r affiliates; and/or  
     i)  become incompetent or deceased.   
     Upon default, we have the right to:  
     �    close your Account;  
     �    suspend your credit privileges;   
     �    require you to pay your entire Account balance including any Introductory or Promotional APR balances , all 
     accrued but unpaid Interest Charges and other charges provided for in this Agreement immediately;    
     �    change the terms of your Account; and  
     �    sue you for what you owe.   
     If we incur costs to collect your balance owed, including any attorney fees, we m ay charge you for these costs as 
     permitted by applicable law, and we will apply your payments first to these costs.  
      
     CREDIT REPORTING  
     You agree that we may obtain and use credit information about you from others such as:   
     - merchants or stores;   
     - other lend ers; and  
     - consumer reporting agencies.  
     If you fail to meet the terms of this Agreement, we may send a negative report to consumer reporting agencies.  
     If you believe we have reported inaccurate information about your Account to any consumer reporting agency , you should:  
     -   notify us and ask us to correct the inaccurate information by writing to us at HSBC Bank, P.O. Box 5253, Carol Stream, 
     IL 60197 - 5253.  
     When you write to us, tell us:  
     -  your Account number; and  
     -  the specific information you believe is not co rrect; and  
     -  why you believe it is not correct.  
      
     ACCOUNT CLOSURE  
     At any time, for any reason, we may take any of these actions subject to applicable law:  
     a) close your Account;  
     b) suspend your access to new credit;    
     c) reduce your credit limit; and/or   
     d)  not renew your Card.  
     If we close your Account, you agree to destroy your Card(s) and any unused credit card checks.    
     If your Account is closed for any reason, the terms of this Agreement still apply to Account balances until your Account is 
     paid in full.    
      
     MONITORING PRACTICES  
     You agree that we may listen to and record phone calls between you and our representatives.  
      
     CHANGE OF TERMS  
     We may change this Agreement as allowed by applicable law. This may include changing, adding, or removing terms. We 
     may do  this in response to legal, business, competitive environment or other reasons not listed here.   
     We may increase the Interest rate on existing balances in limited circumstances.  Changes to some terms may require at 
     least 45 days advance notice, and we will  tell you in the notice if you have the right to reject a change. We cannot change 
     certain terms during the first year of your Account.  
      
     ACCOUNT ASSIGNMENT  
     We may sell, assign or transfer all or any part of your Agreement and Account without notice to you.  You may not sell, 
     assign or transfer your Account.  
      
     WAIVERS  
     If we delay or take no action allowed under this Agreement, for any reason, we will not lose or limit any of our rights under 
     this Agreement on any other occasion.   
      
     SEVERABILITY  
     If a term is fou nd to be invalid under any applicable law, rule or regulation, then all other terms of this Agreement will 
     remain valid.  
      
     APPLICA BLE LA WS  
     This Agreement is governed by Nevada law and federal law.   
     We make our credit decisions and extend credit to you under  this Agreement from Nevada. This Agreement is:  
     � entered into in Nevada; and  
     � maintained in Nevada.  
     This is true whether or not you use your card in Nevada.   
      
     YOUR BILLING RIGHTS: KEEP THIS DOCUMENT FOR FUTURE USE  
     This notice tells you about your rights  and our responsibilities under the Fair Credit Billing Act.  
     What To Do If You Find A Mistake On Your Statement  
     If you think there is an error on your statement, write to us at:   
     HSBC Bank Nevada, N.A.  
     PO Box 5253  
     Carol Stream, IL 60197 - 5253 or at the addre ss shown on your billing statement.   
     In your letter, give us the following information:  
     � Account information: Your name and account number.  
     � Dollar amount: The dollar amount of the suspected error.  
     �  Description of problem: If you think there is an error  on your bill, describe what you believe is wrong and why you believe 
     it is a mistake.  
     You must contact us:  
     � Within 60 days after the error appeared on your statement.  
     �  At least 3 business days before an automated payment is scheduled, if you want to sto p payment on the amount you 
     think is wrong.  
     You must notify us of any potential errors in writing. You may call us, but if you do we are not required to investigate any 
     potential errors and you may have to pay the amount in question.  
     What Will Happen After  We Receive Your Letter  
     When we receive your letter, we must do two things:  
     1.  Within 30 days of receiving your letter, we must tell you that we received your letter.  
     We will also tell you if we have already corrected the error.  
     2.  Within 90 days of receiv ing your letter, we must either correct the error or explain to you why we believe the bill is 
     correct.  
     While we investigate whether or not there has been an error:  
     �  We cannot try to collect the amount in question, or report you as delinquent on that amou nt.  
     �  The charge in question may remain on your statement, and we may continue to charge you interest on that amount.  
     �  While you do not have to pay the amount in question, you are responsible for the remainder of your balance.  
     �  We can apply any unpaid am ount against your credit limit. After we finish our investigation, one of two things will 
     happen:  
     �  If we made a mistake : You will not have to pay the amount in question or any interest or other fees related to that 
     amount.  
     �  If we do not believe there was  a mistake : You will have to pay the amount in question, along with applicable interest and 
     fees. We will send you a statement of the amount you owe and the date payment is due. We may then report you as 
     delinquent if you do not pay the amount we think you  owe.  
     If you receive our explanation but still believe your bill is wrong, you must write to us within 10 days telling us that you still 
     refuse to pay. If you do so, we cannot report you as delinquent without also reporting that you are questioning your bi ll. 
     We must tell you the name of anyone to whom we reported you as delinquent, and we must let those organizations know 
     when the matter has been settled between us.   
     If we do not follow all of the rules above, you do not have to pay the first $50 of the am ount you question even if your bill is 
     correct.  
     Your Rights If You Are Dissatisfied With Your Credit Card Purchases  
     If you are dissatisfied with the goods or services that you have purchased with your credit card, and you have tried in 
     good faith to correc t the problem with the merchant, you may have the right not to pay the remaining amount due on the 
     purchase.  
     To use this right, all of the following must be true:  
     1.  The purchase must have been made in your home State or within 100 miles of your current ma iling address, and the 
     purchase price must have been more than $50. (Note: Neither of these are necessary if your purchase was based on an 
     advertisement we mailed to you, or if we own the company that sold you the goods or services.)  
     2.  You must have used  your credit card for the purchase. Purchases made with cash advances from an ATM or with a 
     check that accesses your credit card account do not qualify.  
     3.  You must not yet have fully paid for the purchase. If all of the criteria above are met and you are s till dissatisfied with 
     the purchase, contact us in writing at:   
     HSBC Bank Nevada, N.A.  
     PO Box 5253  
     Carol Stream, IL 60197 - 5253 or at the address shown   
     on your billing statement.   
     While we investigate, the same rules apply to the disputed amount as discuss ed above. After we finish our investigation, 
     we will tell you our decision. At that point, if we think you owe an amount and you do not pay, we may report you as 
     delinquent.  
     Missouri Residents: Oral agreements or commitments to loan money, extend credit or  to forbear from enforcing 
     repayment of a debt including promises to extend or renew such debt are not enforceable. To protect you 
     (borrower(s)) and us (creditor) from misunderstanding or disappointment, any agreements we reach covering 
     such matters are co ntained in this writing, which is the complete and exclusive statement of the agreement 
     between us, except as we may later agree in writing to modify it.  
      
      
      
     Cardmember Agreement and Disclosure Statement                   
     Part 2 of 2: Rates, Fees and Payment Information               
      
     I.  INTEREST RATES  
      
     Annual Percentage Rate (�APR�) and Daily Periodic Rate (�DPR�)  
     (as of 12/31/11) Variable Rate Accounts: Your APRs are equal to the  
     Prime Rate plus the listed Spread.  
      
     APR for Purchases                         
     18.99% - 20.99%  APR  (corresponding 0.05202%  -  0. 0575%DPR)  
     Spread   used                                            
     15.74%  �  17.74%  
      
     APR for Balance Transfers   
     18.99% - 20.99%  APR  (corresponding 0.05202%  -  0.0575%DPR)  
     Spread   used                                            
     15.74%  �  17.74%  
      
     APR for Cash Advances   
     25.24%  APR  (corresponding 0.06915% DPR)  
     Spread   used                                            
     21.99%  
      
     Penalty APR                
     29.99%  APR  (corresponding 0.08216% DPR)  
     Spread   used                                            
     26.74%  
                           
     II. INTEREST CHARGES AND FEES  
      
     Minimum   Interest Charge:  $1.00   
      
     Paying Interest :  Your due date is at least 25 days after the close of each billing cycle. We w ill 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.  
      
     Balance Transfer Fee:   Either $15 or 3% of the amount of ea ch transfer, whichever is greater.  
      
     Cash Advance Fee:   Either $10  -  $20 or 5% of the amount of each cash advance, whichever is greater.  
      
     Foreign Transaction Fee:   3%  of each transaction in U.S. dollars.  
      
     Annual Fee:   $0     
      
     Late Payment Fee:   The amount of  the Late Payment Fee is shown below. The Late Payment Fee will not exceed the 
     amount of your Minimum Payment Due.  
      
     If your Outstanding Balance on your payment Due Date is up to and including $100.00 the Late Payment Fee is $15 the 
     first time your payment i s late; and, if another payment is late during the next 6 billing cycles the Late Payment Fee is $15.  
      
     If your Outstanding Balance on your payment Due Date is up to and including $100.01 the Late Payment Fee is $25 the 
     first time your payment is late; and,  if another payment is late during the next 6 billing cycles the Late Payment Fee is $29.  
      
     If your Outstanding Balance on your payment Due Date is more than $1000.00 the Late Payment Fee is $25 the first time 
     your payment is late; and, if another payment i s late during the next 6 billing cycles the Late Payment Fee is $35.  
      
     Over the Credit Limit   Fee:   $25  if you choose Over the Credit Limit coverage. The Over the Credit Limit Fee will not 
     exceed the amount you are over your credit limit when the fee is char ged.  
      
     Returned Payment Fee   -  $25.  The Returned Payment Fee will not exceed the amount of your Minimum Payment 
     Due.  
      
     Stop Payment Fee:   $29  
      
     III. WHEN AND HOW TO PAY  
      
     Minimum Payment Due  
     Your Minimum Payment Due (�Payment Due�) each billing cycle will be as  follows:  
         1) If your New Balance is $25 or less, your Payment Due is equal to your New Balance.  
         2) If your New Balance is more than $25, your Payment Due is equal to any amount past due, plus the greater of:  
            a) $25; or  
            b) 1% of your N ew Balance; plus  
             -  billed Late Payment Fees; plus  
             -  billed Over the Credit Limit Fees; plus  
             -  billed Interest Charges; plus  
             -  1/12th of the Annual Fee, if any.  
     Unless your Payment Due is equal to your new Account balance, it wil l be rounded up to the nearest dollar.  
      
      
     787095087_Addendum_Saks_Platinum_AG3152  
      
     Pricing Addendum   
      
     INTEREST RATES   
        
     ABOUT YOUR APRS  A Daily Periodic Rate is used to determine your Interest Charges in any billing cycle. To determine 
     this rate, we divide  your APR by 365; then round this number  
     up to the next hundred thousandth of a percentage point.  
      
      
     HOW A VARIABLE RATE MAY CHANGE  
     Your variable APRs can change with each monthly billing cycle. We will apply each APR to the applicable balance for 
     each type  of transaction.  
      
     Each variable APR will be equal to:  
     a) the amount shown in Part 2 above (�Spread�); plus  
     b) the U.S. �Prime Rate� as defined below.  
      
     The Prime Rate will be as shown in the Money Rates table of  The Wall Street Journal  that is in effect on t he last day of 
     the month. Any changes in the Prime Rate will take effect on the first day of your billing cycle beginning in the next month. 
     An increase in the U.S. Prime Rate will increase your Daily Periodic Rates. It may also increase your:  
     � Interest D ue; and/or  
     � Minimum Payment Due.  
      
     Specific Rates and Fees may be determined based on your creditworthiness.  
      
     APR for Purchases     
     Prime plus. 15.74%  �  17.74%  
      
     APR for Balance Transfers   
     Prime plus   15.74%  �  17.74%, if available  
      
     APR for Cash Advances   
     Pri me plus  21.99%  
      
     Penalty APR  
     Prime plus   26.74%   
      
     ABOUT THE PENALTY APR  
      
     If you do not make your Minimum Payment Due by the Payment Due Date, we may  
     increase your APRs to the Penalty APR.  
      
     If this occurs:  
     � we will provide advance notice before the Penalt y APR goes into effect.  
     � once the Penalty APR goes into effect, if you make your Minimum Payment  
     Due by the Payment Due Date for the next six consecutive billing cycles,  
     your rates will return to the non - Penalty APRs that apply to your Account.  
     � if you d o not make the next six consecutive minimum payments by the  
     Payment Due Date, we may keep the Penalty APR on your Account  
     indefinitely.  
      
      
     Interest Charges  
      
      
     MINIMUM INTEREST CHARGE:   If you are charged Interest, the charge will be no less than the Minimum  Interest  
     Charge of $1.00. The Minimum Interest Charge will be allocated to each  
     balance category subject to an Interest Charge.  
      
     Paying Interest:  Your Account has a 23 day grace period on purchases. Periodic Interest Charges begin  
     accruing on purchases, ba lance transfers, cash advances, and credit card checks  
     on the date of the transaction and continue to accrue until your balance is paid in  
     full. However, no Interest will be charged on new purchases for any billing cycle  
     when:  
     � you paid your entire New Ba lance in the previous month on time; and  
     � you pay your entire current month�s balance on time as well  
      
      
     BALANCE TRANSFER FEE :    Either $15 or 3% of the amount of each transfer, whichever is greater.  
      
     CASH ADVANCE FEE :    Either $10  -  $20 or 5% of the amount  of each cash advance, whichever is greater.  
      
     FOREIGN TRANSACTION  FEE :   3%  of each transaction in U.S. dollars.  
      
      
     FEES AND LIMITS  
      
     ANNUAL OR PERIODIC MEMBERSHIP FEE:   $0  
      
     LATE PAYMENT FEE :     The amount of the Late Payment Fee is shown below. The Late Paymen t Fee will not exceed 
     the amount of your Minimum Payment Due.  
      
     If your Outstanding Balance on your payment Due Date is up to and including $100.00 the Late Payment Fee is $15 the 
     first time your payment is late; and, if another payment is late during the n ext 6 billing cycles the Late Payment Fee is $15.  
      
     If your Outstanding Balance on your payment Due Date is up to and including $100.01 the Late Payment Fee is $25 the 
     first time your payment is late; and, if another payment is late during the next 6 billin g cycles the Late Payment Fee is $29.  
      
     If your Outstanding Balance on your payment Due Date is more than $1000.00 the Late Payment Fee is $25 the first time 
     your payment is late; and, if another payment is late during the next 6 billing cycles the Late Pay ment Fee is $35.  
      
     OVER THE CREDIT LIMI T :  $25. In no event will your Over the Credit Limit Fee exceed the amount you are over your 
     credit limit when the fee is assessed.  
      
     RETURNED PAYMENT FEE :  $25. In no event will your Returned Payment Fee exceed the Min imum Payment Due.  
      
     Required insurance, debt cancellation or debt suspension coverage:   None  
      
     HOW DAILY BALANCE IS DETERMINED:  
     To determine your Daily Balance, we:  
     � take the beginning balance for each type of transaction that day; then  
     � add the following  that were incurred on that day:  
     a) any new transactions;  
     b) any previous day�s periodic Interest Charges;  
     c) any Finance Charges; and  
     d) any fees and charges, including any credit insurance premiums or debt  
     cancelation fees, if these apply; then  
     � subtract  any payments and/or credits.  
      
     To calculate your Average Daily Balance, we:  
     � add the Daily Balances for each day of the billing cycle; then  
     � divide this total by the number of days in the billing cycle.  
      
      
     787095087_Pricing Addendum_Saks_Platinum_AG3152  
     Rev (12/11)