SUMMARY OF KAY JEWELERS AND KAY JEWELERS OUTLET CHARGE 
                                    ACCOUNT TERMS 
       Interest Rates and Interest Charges 
       Annual Percentage Rate 
                          17% to 24.99%.  This APR varies by state.  See Paragraph 3 of the Retail 
       (APR) for Purchases  
                          Installment Credit Agreement for details.  
       How to Avoid Paying  Your due date is at least 25 days after the close of each billing cycle.  We will not 
       Interest on Purchases   charge you interest on purchases if you pay your entire balance by the due date 
                          each month. 
       Minimum Interest Charge   None to $1.00.  The minimum interest charge varies by state.  See Paragraph 5 of 
                          the Retail Installment Credit Agreement for details.   
       For Credit Card Tips from  To learn more about factors to consider when applying for or using a credit card, visit 
       the Consumer Financial  the website of the Consumer Financial Protection Bureau at :  
       Protection Bureau   http://www.consumerfinance.gov/learnmore.  
           
       Fees  
       Annual Fee         None  
                            
       Penalty Fees  
                           
        
        ? Late Payment    Up to $37.  This fee varies by state.  See Paragraph 11.B of the Retail Installment 
                          Credit Agreement for details. 
        ? Returned Payment    Up to $37.  This fee varies by state.  See Paragraph 11.A of the Retail Installment 
                          Credit Agreement for details. 
                           
           
          How We Will Calculate Your Balance: We use a method called �average daily balance (including new 
          purchases)� in all states except MN and NM; we use a method called �average daily balance (excluding 
          new purchases)� in MN and NM. See the Retail Installment Credit Agreement for more details. 
           
          Billing Rights: Information on your rights to dispute transactions and how to exercise those rights is 
          provided in your Retail Installment Credit Agreement.  
           
                                            
           
          KAY JEWELERS AND KAY JEWELERS OUTLET 
           RETAIL INSTALLMENT CREDIT AGREEMENT 
           In this Kay Jewelers and Kay Jewelers Outlet Retail Installment Credit Agreement (�Agreement�), the words �you� and �your� refer to 
           any person who signs the Application for this Account or this Agreement, or has requested and is issued a Kay Jewelers and Kay 
           Jewelers Outlet credit card.  �We� �us� and �our� refer to Sterling Jewelers Inc., d/b/a Kay Jewelers and Kay Jewelers Outlet, P.O. 
           Box 3680, Akron, OH 44309-3680, its subsidiaries and affiliates, and any person to whom this Agreement, your Account, and/or any 
           amount due on your Account may be assigned.  "Account" means your Kay Jewelers and Kay Jewelers Outlet Account, which will 
           be governed by this Agreement.  "Authorized User" means any person you permit to use your Account or who has apparent 
           authority to do so.  "Card" means any access device or method by which the Account may be accessed, including the Account 
           number.  �APR� means Annual Percentage Rate.  �Interest� and �Interest Charges� mean the periodic finance charges that are 
           calculated pursuant to Paragraph 5. 
           1.  Promise to Pay: You promise to pay us for all credit extended on this Account and all other amounts owed to us under the terms 
           of this Agreement. You are responsible for any transactions you make or otherwise incur and any transactions incurred by anyone 
           else you have authorized to use this Account.  You are also responsible for the use of each Card issued on this Account.  You may 
           request additional Cards on this Account for yourself or others, and you may permit an Authorized User to have access to the Card 
           or Account number.  However, if you do so, you must pay us for all charges made by those persons.  See Paragraph 23 for details.  
           When you sign the Application for this Account, you will be agreeing to everything written here.  Therefore, before you sign the 
           Application, you should read this entire Agreement. The information you provide on the Application that identifies you is incorporated 
           in this Agreement by reference.  This Agreement will not be effective unless and until we approve your Application.  
           2.  Balances: Each transaction or group of transactions subject to the same terms (such as the applicable APR and duration) shall 
           be considered part of the same balance.  The balance subject to the Regular APR and the other regular terms set forth in this 
           Agreement is your Account�s regular balance. We calculate your total regular balance each billing cycle by taking the regular 
           balance for the prior billing cycle, adding any regular purchases, fees, Interest Charges, other finance charges, and other debits, 
           and subtracting any payments or other credits, as of the closing date for that billing cycle.  Balances subject to promotional terms 
           are promotional balances.  We calculate the total of any promotional balance by adding the promotional purchase for that balance 
           and subtracting any payments allocated to that promotional balance or other credits.  You authorize us to allocate any payment or 
           credit among your regular and promotional balances, in any manner, including in a manner that may be beneficial to us, except 
           where otherwise prohibited by applicable law.  The total of your regular balance and any promotional balances is the �New Balance� 
           shown on your statement.    
          3.  Your Regular Annual Percentage Rate: If Interest Charges (which are FINANCE CHARGES) are assessed during a billing 
           cycle, we will use the following Annual Percentage Rate (the �Regular APR�) and corresponding monthly periodic rate, subject to 
           any promotional terms: 
                       If you reside in   We apply the monthly  ANNUAL PERCENTAGE 
                       the state of:   periodic rate of:   RATE 
                                  1.75% to $750.00   21% 
                       AL 
                                  1.5% over $750.00  18% 
                       AR         1,4167%         17% 
                       CO, GA, IN, MS, 
                                  1.75%           21% 
                       OK, TN, TX, VT, WY 
                       DC, MD     2.0%            24% 
                       HI, MA, MN, NC  1.5%       18% 
                                  1.75% to $499.99  21% 
                       NE 
                                  1.5% for $500.00 and more  18% 
                       All other states   2.0825%  24.99% 
           
          4.  How to Avoid Paying Interest on Purchases: Your due date is at least 25 days after the close of each billing cycle.  We will not 
           charge you interest in any billing cycle in which payments received (and if required by law, credits issued) by the due date equal or 
           exceed the �Balance Payable To Avoid Further Interest� shown on your billing statement.  The �Balance Payable To Avoid Further 
           Interest Charges� shown on your billing statement is your New Balance less any portion of a promotional balance for which payment 
           is not required to avoid the imposition of Interest in a billing cycle. 
           5.  Calculation of Interest:  In all states except MN and NM, we calculate Interest Charges using the average daily balance method 
           (including current transactions).  In MN and NM, we calculate Interest Charges using the average daily balance method (excluding 
           current transactions).  We calculate interest separately for each balance on your Account subject to different terms (including APR 
           and duration).  We figure the Interest Charges by applying the applicable monthly periodic rate to the �average daily balance� for 
           that balance.  To get the average daily balance for a balance, we take the beginning balance each day, add any new transactions 
           (except we do not add in any new transactions in MN and NM); subtract any payments or credits and any Late Payment Fees, any 
           Returned Payment Fees, and/or unpaid Interest Charges; and make other adjustments.  This gives us the daily balance.  Then, we 
           add up all the daily balances for the billing cycle and divide the total by the number of days in the billing cycle.  This gives us the 
           average daily balance.  Any negative daily balance will be treated as zero.  If Interest Charges are imposed and the total Interest 
           that results from application of the above calculation to each balance is less than $1.00, we will impose a minimum Interest Charge 
           of $1.00 (which is a FINANCE CHARGE); except in MI, MO, NY, TN, and TX, where we will impose a minimum Interest Charge of 
           $0.70 (which is a FINANCE CHARGE); and in AL, AZ, CO, IN, LA, ME, MA, MN, MS, MT, NJ, OK, PA, SC, SD, VT, WV,  and WY, 
           where we will impose a minimum Interest Charge of $0.50 (which is a FINANCE CHARGE).  Furthermore, there is no minimum 
           Interest Charge in AR, DC, IA, MD, NE, NM, NC, and RI.  You authorize us to round any calculation used to determine Interest 
           Charges, including rounding that may cause minor variations in our favor.  The applicable monthly periodic rate for a balance is the 
           applicable Annual Percentage Rate divided by twelve (12), and rounded to the fourth decimal place.   
                                            
           
          6.  Minimum Payment: You agree to pay at least the �Minimum Payment� shown on your billing statement on or before its due 
           date.  Your total Minimum Payment is the sum of any minimum payment for your regular balance and for any promotional balance.  
           We base your minimum payment for your regular balance on the highest �Regular Balance� (the New Balance less any balance with 
           a separate minimum payment) on your Account since the Regular Balance was last reduced to zero (the "Highest Regular 
           Balance").  Your balance is considered to be zero when opened or when there is a credit balance.  We will recalculate the minimum 
           payment if a subsequent return is made, and the Regular Balance is below the Highest Regular Balance.  The minimum payment for 
           your regular balance will be calculated as follows, except any minimum payment in excess of $25.00 will be rounded up to the 
           nearest $5.00 increment, and the minimum payment for your regular balance will never exceed the Regular Balance: 
                     Highest Regular Balance   Minimum Payment  
                     Up to $265.00             $25.00 
                     $265.01 to $500.00        10% of Highest Regular Balance  
                     $500.01 to $750.00        9% of Highest Regular Balance 
                     $750.01 to $1,500.00      7% of Highest Regular Balance 
                     $1,500.01 to $2,500.00    6% of Highest Regular Balance 
                     $2,500.01 & Up            5% of Highest Regular Balance 
           
          If your billing statement shows a promotional balance (such as a �No Interest� balance, a �Reduced Interest Rate� balance, and/or 
          an �Eighteen (18) Month� balance), the minimum payment for this balance shall be calculated as specified in Paragraph 7. There 
          shall be no separate, additional minimum payment component for a non-regular, non-promotional balance unless we provide you 
          notice of such a requirement. 
          7.  Promotional Terms:  At our sole discretion, we may offer you promotional terms for a new purchase or for an existing balance.  
           Any promotion will be subject to the terms of the promotional offer and this Agreement.  Below is a description of some of the 
           promotional terms that we may offer in our sole discretion from time to time.    
          No Interest If Paid in Full Plans.  If any single purchase is designated as purchased under a no interest if paid in full plan, you will 
           pay no interest if the promotional purchase is paid in full in the designated promotional time period (which may be 6 months, 12 
           months, or another period specified in the promotion).  If the promotional purchase balance is not paid in full by the end of the 
           designated promotional period, or if we do not receive a required minimum payment within 60 days of its due date, interest will be 
           charged to your account at the Regular APR from the promotional purchase date.  Unless the promotion states that there is no 
           separate promotional minimum payment, the required minimum payment for the promotional balance will be the amount of the 
           promotional purchase divided by the promotional period, rounded up to the nearest $5.00 increment.  However, if the promotion 
           specifies a minimum purchase amount, in no case will the minimum payment be less than the minimum purchase amount divided by 
           the promotional period, which may shorten your repayment period in certain instances.  The minimum payment will never be more 
           than the remaining promotional purchase balance.  If the promotion states that there is no separate promotional minimum payment, 
           then the amount of the promotional balance will be included in your regular balance for the purpose of calculating your minimum 
           payment. 
          Reduced Rate Plans.  If any single purchase is designated as purchased under a reduced rate plan, we will calculate the Interest for 
           the promotional balance by using an APR that is less than your Regular APR (the �Promotional APR�), in lieu of the Regular APR 
           during the specified promotional period (which may be 6 months, 12 months, or some other period specified by us). The Promotional 
           APR will return to your Regular APR at the expiration of the promotional period or if we do not receive a required minimum payment 
           within 60 days of its due date.  See Paragraph 3 for details. Unless the promotion states that there is no separate promotional 
           minimum payment, the required minimum payment for the promotional balance will be the promotional balance divided by the 
           number of months in the promotional period, multiplied by a factor based on the applicable Reduced APR, and rounded up to the 
           nearest $5.00 increment or $25.00, whichever is greater.  For example, if the promotion has an interest rate of 10.99% and the plan 
                                                 th
           is for 24 months, the required minimum payment is determined as follows: 1/24  of the purchase price (less any down payment) 
           multiplied by 1.1185 and rounded up to the nearest $5.00 (or $25.00, whichever is greater).  The minimum payment will never be 
           more than the remaining promotional purchase balance.  However, if the promotion specifies a minimum purchase amount, in no 
          case will the minimum payment be less than the minimum purchase amount divided by the promotional period, which may shorten 
          your repayment period in certain instances.  The minimum payment will never be more than the remaining promotional purchase 
           balance.   
           
          Eighteen (18) Month Plan.  If any single purchase is designated as purchased under the �Eighteen Month Plan�, no Interest will be 
           imposed on the promotional purchase for the first twelve (12) months if you make all required minimum payments by the end of the 
            th                                      th
           12  month.  If we do not receive all required minimum payments by the end of the 12  month, or if we do not receive a required 
           minimum payment within 60 days of its due date, Interest will be charged to your account at the Regular APR from the promotional 
           purchase date.  After the first twelve (12) months, we will use the specified reduced APR (the �Promotional APR�), in lieu of the 
           Regular APR, to calculate Interest for the next six (6) months.  The Promotional APR will return to your Regular APR at the 
           expiration of the six month period or if we do not receive a required minimum payment within 60 days of its due date.  See 
           Paragraph 3 for details.  The required minimum payment for the promotional balance will be 1/18th of the promotional purchase 
           multiplied by 1.030 and rounded up to the nearest $5.00, but not less than $150.00 or not less than $250.00, based on the terms of 
           the offer.   
          8.  Payments:  All payments must be mailed or delivered to us at the address shown on the front of the billing statement and 
           accompanied by the payment slip.  You must pay us in U.S. dollars drawn on funds on deposit in the United States using a check or 
           similar instrument that will be processed and honored by your bank.  Do not send cash payments.  We can accept late or partial 
           payments, as well as payments that reflect �paid in full� or other restrictive endorsements, without losing any of our rights under this 
           Agreement.  We credit your payments in accordance with our payment instructions on the billing statement. 
                                            
           
          9.  Disputed Amounts and Legal Notices:  All notices relating to legal actions, including bankruptcy notices, must be sent to us at 
           P.O. Box 1799, Akron, OH 44309-1799.  Legal notices sent to any other addresses will not satisfy any legal requirement that you 
           provide notice to us. 
           10.  Arbitration for Disputes � No Jury Trials or Class Actions: This paragraph describes how all Claims (as defined in 
           subparagraph A below) will be arbitrated, at the election of you or us, on an individual (non-class, non-representative) basis instead 
           of litigated in court.  
           A.  The term �Claim� means any claim, dispute, or controversy between you and us arising from or relating to your Card, your 
           Account, or this Agreement as well as any related or prior agreement that you may have had with us or the relationships resulting 
           from this Agreement, including the validity, enforceability or scope of this arbitration provision or the Agreement.  Claims arising in 
           the past, present, or future, including Claims arising before the opening of your Account, are subject to arbitration.  �Claim� includes, 
           without limitation, claims that arise from or relate to any application for your Account or any advertisements, promotions, or 
           statements related to your Account or goods or services that may be financed in connection with your Account.  For purposes of this 
           arbitration provision, �you� and �us� also includes any corporate 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, cross-claims, third-party claims, and claims based upon contract, tort, fraud, and other intentional torts, statutes, 
           regulations, common law, and equity.  Claims and remedies sought as part of a class action, private attorney general action, or 
           other representative action are subject to arbitration on an individual (non-class, non-representative) basis, and the arbitrator may 
           award relief only on an individual (non-class, non-representative) basis.  �Claim� also includes claims by or against any third party 
           relating to or arising from your Card, your Account, or this Agreement.  The term �Claim� is to be given the broadest possible 
           meaning that will be enforced.  �Administrator� means the American Arbitration Association, 335 Madison Avenue, New York, NY 
           10017, www.adr.org, (800) 778-7879; or JAMS, 1920 Main St., Suite 300, Irvine, CA 92614, www.jamsadr.com, (949) 224-1810.  
           B.  We OR you have the right to require that each Claim be resolved by arbitration on an individual (non-class, non-representative) 
           basis.  A Claim will be arbitrated if (1) both we and you or (2) only one or the other of we or you, exercise the right to require that the 
           Claim be arbitrated.  If, for example, we exercise our right to require that the Claim be resolved by arbitration but you do not also 
           exercise your right to require that the Claim be arbitrated, the Claim will be resolved by arbitration.  If neither we nor you request 
           arbitration, the Claim will not be resolved by arbitration and instead will be litigated in court.  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.  The arbitrator's authority to 
           resolve Claims is limited to Claims between you and us alone, and the arbitrator's authority to make awards or decisions is limited to 
           you and us alone.  Furthermore, Claims between you and us may not be joined or consolidated in arbitration with Claims brought by 
           or against someone other than you, unless otherwise agreed to in writing by all parties.  However, applicants, co-applicants, 
           authorized users on a single Account, or corporate affiliates are considered one person for the purposes of this paragraph.  No 
           arbitration award will have any preclusive effect as to issues or claims in any dispute involving anyone who is not a party to the 
           arbitration.  This arbitration provision is made pursuant to a transaction involving interstate commerce and will be governed by the 
           Federal Arbitration Act (�FAA�) (9 U.S.C. �1, et seq.). 
           C.   If we or you request arbitration of a Claim, we and you will not have the right to litigate the Claim in court. This means 
           (1) there will be no jury trial on the Claim, (2) there will be no pre-arbitration discovery except as the Administrator�s rules 
           permit, and (3) no Claim may be arbitrated on a class-action, private attorney general, or other representative basis, and 
           neither we nor you will have the right to participate as a representative or member of any class or group of claimants 
           pertaining to any Claim subject to arbitration.  We or you may 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. 
           D.  The party initiating an arbitration shall select an Administrator from the organizations listed above.  If none of the Administrators 
           listed above will accept the arbitration, the arbitration will be administered by an administrator, or adjudicated by an arbitrator, upon 
           which you and we agree in writing.  The arbitration shall be governed by the procedures and rules of the Administrator and this 
           Agreement, which need not apply federal, state or local rules of procedure and evidence.  The Administrator�s procedures and rules 
           may limit the discovery available to you or us.  You can obtain a copy of an Administrator�s procedures and rules by contacting the 
           Administrator.  A single, neutral arbitrator will resolve Claims.  The arbitrator will be either a lawyer with at least ten years experience 
           or a retired or former judge, selected in accordance with the rules of the Administrator.  In the event of any conflict or inconsistency 
           between this arbitration provision and the Administrator's rules or other provisions of this Agreement, this arbitration provision will 
           govern.  The arbitrator will take reasonable steps to protect customer account information and other confidential information if 
           requested to do so by you or us.  Arbitration hearings for Claims by or against you will take place in the federal judicial district in 
           which you reside.  If you make a request to us in writing, we will temporarily advance to you the filing, administrative, and hearing 
           fees for the arbitration of your Claim against us (but not if the Claim is against you) in excess of any filing fee you would have been 
           required to pay to file the Claim in a state or federal court (whichever is less) in the judicial district in which you reside.  At the end of 
           the arbitration, the arbitrator will decide if you have to repay the advance (and if you do have to repay, you agree to do so).  Unless 
           applicable law requires otherwise, we will pay our, and you will pay your, lawyers�, experts�, and witnesses� fees.  The arbitrator will 
           apply applicable substantive law consistent with the FAA and applicable statutes of limitations, will honor claims of privilege 
           recognized at law, and will have the power to award to a party any damages or other relief provided for under applicable law.  The 
           arbitrator will make any award in writing and, if requested by you or us, will provide a brief statement of the reasons for the award. 
           E.  Judgment upon the arbitrator�s award may be entered in any court with jurisdiction.  The arbitrator�s decision regarding any 
           claims will be final and binding, except for any appeal right under FAA. The appealing party will pay the appeal costs.  This 
           agreement to arbitrate shall survive any suspension, termination, revocation or closure of the Agreement or your Account, and any 
           bankruptcy to the extent consistent with applicable bankruptcy law. 
           F. If any part of this arbitration provision cannot be enforced, the rest of the arbitration provision will continue to apply.  However, an 
           arbitrator cannot enlarge his or her authority over the adjudication of Claims beyond that provided by this arbitration provision by 
                                            
           
          enforcing only part of this arbitration provision.  If an arbitrator determines that applicable law requires this arbitration provision to be 
          enforced in a way that would result in greater authority over Claims than otherwise allowed, such as the adjudication of claims on a 
          class or representative basis, then the arbitrator must decline to hear the dispute and shall refer the parties to a court or other body 
           with sufficient authority.  In the event of any conflict or inconsistency between this arbitration provision and the Administrator's rules 
           or other provisions of this Agreement, this arbitration provision will govern.  
           11.  Fees: 
           A.  Returned Payment Fee: If any check, instrument, or electronic authorization used to pay us is not honored upon first 
           presentment, (for residents of MD, second presentment), even if the check, instrument or electronic authorization is later honored, 
           we may charge you a Returned Payment Fee.  Except as set forth for specified states below, this fee is up to $37.00.  The fee 
           charged generally will be the highest amount permitted by law, subject to the specified maximum.  This means that the fee generally 
           will not exceed the amount of the required minimum payment due immediately prior to the date on which the payment is returned.  
           In addition, the first time you make a payment that is returned, the fee will not exceed $26.00.  If you make another payment that is 
           returned during the next six billing cycles, the fee will not exceed $37.00.   
                      State              Maximum Returned Payment Fee 
                      AL, HI, KS, MN, MT, SC, TN    $30.00 
                      AZ, AR, CO, IL, IN, MI, NV, NC,  $25.00 
                      OK, RI, WV 
                      CA, MD, MO, TX     $15.00 
                      CT,  ID, IA, NJ, NY, UT  $20.00 
                      FL                 Greater of 5% of amount of payment or $25.00 
                                         (max $37.00) 
                      GA                 Greater of 5% of amount of payment or $30.00 
                                         (max $37.00) 
                      LA                 Greater of 5% of amount of payment or $25.00 
                                         (max $30.00) 
                      OR                 $35.00 
                      DC, DE, MA, MS, NE, NM, PA, VT,  None 
                      WY 
           
          We will add any Returned Payment Fee to your Account�s regular balance.  
           B.  Late Payment Fee: If we do not receive your minimum payment by its due date (or within seven (7) days in VA; within ten (10) 
           days in AL, AZ, CO, DC, FL, GA, HI, ID, IL, IN, KS, KY, MI, MN, MO, MT, NE, NJ, NY, OK, SC, WV, and WY; within fifteen (15) 
           days in CA, ME, and MA; within twenty-one (21) days in TX; within thirty (30) days in NC; and within forty (40) days in RI), we will 
           impose a Late Payment Fee.  The maximum fee is set forth below.  The fee charged generally will be the highest amount permitted 
           by law.  This means that the fee generally will not exceed the amount of the required minimum payment due immediately prior to the 
           assessment of the fee.  In addition, the first time you pay late, the fee will not exceed $26.00.  If you pay late again during the next 
           six billing cycles, the fee will not exceed $37.00.   
            
                     State            Maximum Late Payment Fee  
                                      $35.00 (except $29.00 if the outstanding balance is 
                     AR, LA 
                                      $249.99 or less) 
                     AK, CT, HI, MD, MI, MN, MS, 
                                      $37.00 (except $29.00 if the outstanding balance is 
                     NV, NH, NY, ND, OH, OR, PA, 
                                      $249.99 or less) 
                     SD, WI 
                                      5% of amount past due but not more than $37.00 and 
                     AL 
                                      not less than $18.00 
                                      $10.00 (except $5.00 if the minimum payment is $5.00 
                     AZ, KS 
                                      to $25.00) 
                     CA, CO, DC, IA   $15.00 
                     DE, NM, TN, VT   None 
                     FL, MT, NJ, TX   $10.00 
                     GA               $25.00 
                                      Greater of 5% of amount past due or $15.00 (but not to 
                     ID 
                                      exceed $37.00) 
                                      Greater of 5% of amount past due or $10.00 (but not to 
                     IL, KY, WY 
                                      exceed $37.00) 
                     IN               $18.00  
                     ME               Lesser of 5% of amount past due or $10.00 
                     MA               Lesser of 10% of outstanding balance or $10.00 
                                      $10.00 (except $5.00 if the minimum payment is $5.00 
                     MO 
                                      to $24.99) 
                                      Greater of 5% of amount past due or $5.00 (but not to 
                     NE 
                                      exceed $37.00) 
                                      $10.00 (except $5.00 if the outstanding balance is 
                     NC 
                                      under $100.00) 
                     OK               The greater of 5% of the unpaid amount of the 
                                            
           
                                      installment or $24.00 (not to exceed $37.00) 
                     RI               $12.00 
                                      5% of amount past due, but not more than $17.50 and 
                     SC 
                                      not less than $7.00.  
                                      Greater of 5% of amount past due or $30.00 (but not to 
                     UT 
                                      exceed $37.00) 
                     VA               5% of amount of installment (but not to exceed $37.00) 
                                      $37.00 (except 10% of the average daily balance for 
                     WA               prior 30-day period, but not less than $2.00, if the 
                                      balance is less than $100.00) 
                     WV               Lesser of 5% of amount past due or $15.00 
           
          We will add any Late Payment Fee to your Account�s regular balance. 
          12.  Security Interest: You grant us a purchase money security interest in each item of merchandise purchased on your Account to 
           secure its unpaid purchase price (except in CT, MO (on any purchase under $150.00), and NY (on any purchase under $200.00)) 
           until such item of merchandise is paid for in full (in NY, not to exceed five (5) years from date the purchase is posted to your 
           Account).  Solely for the purpose of determining the extent of our purchase money security interest in each such item of 
           merchandise, your payments will be allocated first to any unpaid insurance premium, next to any unpaid Late Payment Fees, any 
           unpaid Returned Payment Fees, any unpaid Interest, and any other unpaid fees or charges, then to pay off each purchase in the 
           order in which the purchase was made. 
           13.  Default/Collection Costs: If you fail to pay any minimum payment when due, or if the prospect of payment, performance, or 
           realization of collateral is significantly impaired, to the extent permitted by applicable law it will be a default, and, subject to any right 
           you may have under state law to receive notice of and to cure such default, we may declare the entire unpaid balance on the 
           Account due and payable (except in WI you will not be in default until you fail to make a minimum payment on two occasions within 
           a twelve (12) month period).  We also may repossess any article of merchandise in which we still retain a security interest, but we 
           will do so only in the manner and to the extent permitted by applicable law.  If the Account is referred to an attorney who is not our 
           salaried employee and we bring a suit against you to collect the amount you owe, in addition to the full amount owed and any court 
           costs, you agree to pay our reasonable attorney�s fees to the extent permitted by applicable law.  Notice to New Hampshire 
           Residents: We will pay your reasonable attorney�s fees if you prevail in a suit we bring against you or if you prevail in a suit you 
           bring against us under this Agreement. If you successfully assert a partial defense or counterclaim, the court may withhold part or all 
           of any attorney�s fees to which we may be entitled. 
           14.  Down Payments, Limiting Your Credit, or Closing Your Account : You have the right to close your Account at any time, for 
           any reason.  You will still be liable for any balances owed.   We may limit or terminate the use of your Account and/or raise or lower 
           your credit limit at any time and for any reason without advance notice to you.  On some transactions, we may require a down 
           payment.  Some purchases will require our prior authorization, in which case you may be asked to provide identification.  If our 
           authorization system is not working, we may not be able to authorize a transaction, even if you have sufficient available credit.  We 
           will not be liable to you if this happens.  We are not responsible for the refusal of anyone to accept or honor a Card associated with 
           this Account.  All Cards we issue remain our property and, if requested, you agree to return any Card issued to you.  Your credit limit 
           with us may be reduced by the amount of credit purchases you make at our related brand jewelers.   We may, at our discretion, 
           permit you to make a purchase in excess of your stated credit limit.  If we do so, this will not permanently increase your credit limit.  
           To request the names of our related brand jewelers, please call our Credit Customer Service Department at 1-800-877-3616 or 1-
           330-668-5000, Ext. 6867.    
          15.  Change in This Agreement:  To the extent permitted by law, we may change any term of this Agreement, including any 
           Annual Percentage Rate or fee, as well as add and/or subtract terms.  We will furnish you notice of the change to the 
           extent required by law.  If permitted by applicable law, any new terms may at our option be applied to any balance existing 
           on the Account at the time of change, as well as to any subsequent transactions. 
           16.  Credit Investigation: You authorize us to investigate your credit history by obtaining consumer reports and by making direct 
           inquiries of businesses where you have accounts and where you work.  We may request a consumer report from consumer 
           reporting agencies in considering your application for this Account or any other account you have with us and later in connection 
           with an update, renewal, extension of credit or collection of the Account or any other account you have with us.  Upon your request 
           we will disclose whether a consumer report was requested and the name and address of any consumer reporting agency that 
           furnished the report.  We may report information about your Account to credit bureaus.  Late payments, missed payments, 
           or other defaults on your Account may be reflected on your credit report.  If you believe that we have reported inaccurate 
           information to a consumer reporting agency, write to us at the Customer Service address listed on your billing statement and we will 
           investigate the matter. 
           17.  No Waiver by Us: We may, without notice to you, delay or refrain from enforcing our rights under this Agreement without losing 
           them (e.g., we may extend the time to make some payments without extending the time to make other payments, accept late or 
           partial payments without waiving our right to have future payments made when they are due, and/or waive any charge or fee without 
           losing our right to impose that charge or fee when it is due under this Agreement).  
           18.  Telephone and Text Contacts, Monitoring and Recording:  You agree that your calls with us may be monitored and/or 
           recorded and that we (or anyone acting on our behalf) may contact you from time to time regarding your Account (including for 
           collections purposes).  You further agree that all of our contacts with you may be made via email, text messages or with an 
           automated dialing and announcing or similar device and/or an artificial voice or prerecorded message.  You also agree that we may 
           contact you at any telephone number you provide to us, whether a residential or business number, even if that number is a wireless, 
                                            
           
          cellular or mobile number; is converted to a mobile/wireless number; or connects to any type of mobile/wireless device.  You agree 
          that you have an established business relationship with us, that all of our contacts with you are not unsolicited, and that we may 
          contact you at the telephone number you provide in this application, in any of the ways described above, with advertisements and 
          telemarketing messages regarding products and services that we believe may be of interest to you.  You understand that your 
          consent to telemarketing contacts is not a condition of purchasing any property, goods, or services.  To opt out of these contacts, 
          you may call Customer Service at 1-800-877-3616 or 1-330-668-5000, Ext. 6867. 
          19.  Governing Law: This Agreement and your Account and any claim, dispute, or controversy arising from or relating to this 
           Agreement or your Account are governed, to the extent applicable, by U.S. federal law and the law of the state of your billing 
           address when this Account was opened or, for non-U.S. residents, the law of the state where the Account was opened  (without 
           regard to conflicts of laws principles), unless we receive written notice that you have moved to another U.S. state pursuant to 
           Paragraph 20.  If we receive notice of a change in your billing address, except for any Annual Percentage Rate (and corresponding 
           monthly periodic rate) applicable to any outstanding balance, the terms applicable to the state of your new billing address will apply 
           to all balances on your Account after we receive written notice of your new address.  Any Annual Percentage Rate (and 
           corresponding monthly periodic rate) applicable to a balance outstanding prior to notification of a change in billing address will 
           continue to apply to such balance until it is paid off. 
           20.  Change of Address or Other Contact Information:  You agree to notify us promptly in writing of any changes to your billing 
           address, phone number, email address, and other contact information.  Until we receive written notice of your new billing address or 
           email address, if you have elected to receive notices electronically, we will continue to send billing statements and other notices to 
           the address we have on file for your Account.  Subject to Paragraph 19, we deem you to reside at the billing address we have on file 
           for the purpose of applying terms that vary with your state of residence.   
           21.  Assignment: We may sell, transfer, or assign our rights or obligations under this Agreement without prior notice to you.  You 
           may not sell, transfer, or assign your rights or obligations under this Agreement or your Account. 
           22.  Liability for Unauthorized Use: You agree to notify us promptly if your Card is lost or stolen, or of the unauthorized use of your 
           Card, by writing to us at Kay Jewelers, P.O. Box 3680, Akron, OH 44309-3680 or by calling us at 1-800-877-3616.  If you orally give 
           us notice, you agree to confirm in writing.  You may be liable for unauthorized use of your Card prior to your notification of us.  You 
           will not be liable for unauthorized use that occurs after you notify us of the loss, theft, or unauthorized use and, in any case, your 
           liability will not exceed $50.00. 
           23.  Authorized Users: You may request additional Cards on your Account, and you may permit an Authorized User to have 
           access to a Card.  However, if you do, you are responsible for all charges made by the Authorized User, including charges for which 
           you may not have intended to be responsible.  You must notify us to revoke an Authorized User�s permission to use your Account.  
           If you do so, we may close the Account and issue a new Card or Cards with a different Account number. 
           Notice to District of Columbia Residents: A financial benefit inures to the seller by way of commission or rebate resulting from 
           your purchase of Credit Insurance coverage on this Account.  
           
          Notice to Florida Residents: The Annual Percentage Rates shown above are authorized by Chapter 655 of the Florida Statutes. 
           
          Notice to Maryland Residents: This Account is governed by Subtitle 9, Title 12 of the Maryland Commercial Law Article. 
                     
          Notice to Michigan Residents: The seller retains a security interest in the subject matter of this 
          Agreement. 
          Notice to Texas Residents: The Regular APR shown above is authorized by the Optional Rate Ceiling that is in effect under Tex. 
          Fin. Code Ann. � 303.009. To contact Kay Jewelers and Kay Jewelers Outlet about this Account, call 1-800-877-3616.  This contract 
          is subject in whole or in part to Texas law which is enforced by the Consumer Credit Commissioner, 2601 North Lamar Boulevard, 
          Austin, TX 78705-4207; (800) 538-1579; www.occc.state.tx.us; and can be contacted relative to any inquiries or complaints.  
          NOTICE: ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS 
          AND DEFENSES WHICH THE DEBTOR COULD ASSERT AGAINST THE SELLER OF GOODS OR 
          SERVICES OBTAINED PURSUANT HERETO OR WITH THE PROCEEDS HEREOF.  RECOVERY 
          HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR 
          HEREUNDER.  
          NOTICE TO THE BUYER: 1. DO NOT SIGN THE APPLICATION AND/OR THIS CREDIT AGREEMENT 
          BEFORE YOU READ IT OR IF IT CONTAINS ANY BLANK SPACES.  2. YOU ARE ENTITLED TO A 
          COMPLETELY FILLED IN COPY OF THIS CREDIT AGREEMENT.  3. YOU MAY AT ANY TIME PAY 
          THE TOTAL BALANCE OUTSTANDING UNDER THIS AGREEMENT WITHOUT INCURRING ANY 
          ADDITIONAL CHARGE.  4. KEEP THIS AGREEMENT TO PROTECT YOUR LEGAL RIGHTS.  5. YOU 
          MAY UNDER CERTAIN CIRCUMSTANCES REDEEM THE PROPERTY, IF REPOSSESSED 
          BECAUSE OF YOUR DEFAULT, AND YOU MAY, UNDER CERTAIN CONDITIONS, REQUIRE A 
          RESALE OF THE PROPERTY REPOSSESSED.  6. THE SELLER HAS NO RIGHT TO UNLAWFULLY 
          ENTER YOUR PREMISES OR COMMIT ANY BREACH OF THE PEACE TO REPOSSESS GOODS 
          PURCHASED UNDER THIS AGREEMENT. ADDITIONAL NOTICE FOR MASSACHUSETTS AND 
          WASHINGTON RESIDENTS:  7. YOU MAY CANCEL A PURCHASE UNDER THIS AGREEMENT IF IT 
          HAS BEEN SIGNED BY A PARTY THERETO AT A PLACE OTHER THAN THE ADDRESS OF THE 
                                            
           
          SELLER, WHICH MAY BE HIS MAIN OFFICE OR BRANCH THEREOF; PROVIDED, YOU NOTIFY 
          THE SELLER IN WRITING AT HIS MAIN OFFICE OR BRANCH, BY ORDINARY MAIL POSTED, BY 
          TELEGRAM SENT OR BY DELIVERY, NOT LATER THAN MIDNIGHT OF THE THIRD BUSINESS 
          DAY FOLLOWING A PURCHASE UNDER THIS RETAIL INSTALLMENT CREDIT AGREEMENT. 
           
          YOU ACKNOWLEDGE RECEIPT OF A COPY OF THIS RETAIL INSTALLMENT CREDIT 
          AGREEMENT. 
           
                                                
                     Buyer 
                                               Signature 
                                                
                     Co-Buyer 
                                               Signature 
                                               Mario Weiss 
                     Seller-Creditor 
                                               signature 
                                 Mario P. Weiss, Senior Vice President Credit Operations, 
                              Sterling Jewelers Inc., d/b/a Kay Jewelers and Kay Jewelers Outlet, 
                                     P.O. Box 3680, Akron, OH 44309-3680 
          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:  
                Sterling Jewelers Inc. 
                P.O. Box 3680 
                Akron, OH 44309-3680 
           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 stop 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 receiving 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 amount.  
               ?  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 amount 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 bill.  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 $50.00 of the amount 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 
           correct 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 mailing address, and the 
                purchase price must have been more than $50.00.   (Note: Neither of these are necessary if your purchase was based on 
                an advertisement we mailed to you, or if we own or operate 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 still dissatisfied with the purchase, contact us in writing at the address listed above. 
           While we investigate, the same rules apply to the disputed amount as discussed above.  After we finish our investigation, we will tell 
           you of our decision.  At that point, if we think you owe an amount and you do not pay, we may report you as delinquent.  
                                            
           
                                                                       Rev. 10/14 
                      WHAT DOES KAY� JEWELERS AND KAY� JEWELERS OUTLET  
           FACTS 
                      DO WITH YOUR PERSONAL INFORMATION? 
           
                      Financial companies choose how they share your personal information.  Federal law 
          Why? 
                      gives consumers the right to limit some but not all sharing.  Federal law also requires 
                      us to tell you how we collect, share, and protect your personal information.  Please 
                      read this notice carefully to understand what we do. 
           
                      The types of personal information we collect and share depend on the product or 
          What?       service you have with us.  This information can include: 
                       
                      ?  Social Security number and account balances 
                      ?  Payment history and transaction history 
                      ?  Credit history and credit scores 
                       
                      When you are no longer our customer, we continue to share your information as 
                      described in this notice. 
           
                      All financial companies need to share customers� personal information to run their 
          How? 
                      everyday business.  In the section below, we list the reasons financial companies can 
                      share their customers� personal information; the reasons Kay� Jewelers and Kay� 
                      Jewelers Outlet chooses to share; and whether you can limit this sharing. 
           
                                              Does Kay� Jewelers 
                                                                Can you limit 
          Reasons we can share your personal information  and Kay� Jewelers 
                                                                this sharing? 
                                                Outlet share? 
           
          For our everyday business purposes � 
          such as to process your transactions, maintain your 
          account(s), respond to court orders and legal  YES       NO 
          investigations, or report to credit bureaus  
           
           
          For our marketing purposes � 
          to offer our products and services to you  YES           NO 
           
           
          For joint marketing with other financial 
          companies                                NO         We don�t share. 
           
           
          For our affiliates� everyday business purposes � 
          information about your transactions and experiences   NO  We don�t share. 
           
           
          For our affiliates� everyday business purposes � 
          information about your creditworthiness  NO         We don�t share. 
           
           
          For our nonaffiliates to market to you 
                                                   NO         We don�t share. 
           
                       Visit www.kay.com or www.kayoutlet.com 
          Questions? 
           
                                            
           
           
                        
          Page 2 
                                            
          What we do 
                                            
          How does Kay� Jewelers and Kay� Jewelers  To protect your personal information from 
           Outlet protect my personal information?  unauthorized access and use, we use security 
                                           measures that comply with federal law.  These 
                                           measures include computer safeguards and secured 
                                           files and buildings. 
                                            
          How does Kay� Jewelers and Kay� Jewelers  We collect your personal information, for example, 
           Outlet collect my personal information?  when you 
                                            
                                           ?  open an account or give us your contact 
                                             information 
                                           ?  pay your bills or apply for a loan 
                                           ?  use your credit or debit card 
                                                 
                                           We also collect your personal information from 
                                           others, such as credit bureaus, affiliates, or other 
                                           companies. 
                                            
                                            
          Why can�t I limit all sharing?  Federal law gives you the right to limit only 
                                            
                                           ?  sharing for affiliates� everyday business purposes 
                                             � information about your creditworthiness 
                                           ?  affiliates from using your information to market to 
                                             you 
                                           ?  sharing for nonaffiliates to market to you 
                                            
                                           State laws and individual companies may give you 
                                           additional rights to limit sharing. 
                                            
           
           
                                            
          Definitions 
           
                                            
          Affiliates                       Companies related by common ownership or control.  
                                           They can be financial and nonfinancial companies. 
                                            
                                           ?  Kay� Jewelers and Kay� Jewelers Outlet does 
                                             not share with affiliates. 
                                                 
                                            
          Nonaffiliates                    Companies not related by common ownership or 
                                           control.  They can be financial and nonfinancial 
                                           companies. 
                                            
                                           ?  Kay� Jewelers and Kay� Jewelers Outlet does 
                                             not share with nonaffiliates so they can market to 
                                             you. 
                                              
                                            
          Joint marketing                  A formal agreement between nonaffiliated financial 
                                           companies that together market financial products or 
                                           services to you. 
                                            
                                           ?  Kay� Jewelers and Kay� Jewelers Outlet does 
                                             not joint market. 
                                              
           
           
          Other important information 
           
          If you reside in CA or VT, we do not share information to market to you pursuant to joint marketing agreements.