Cardmember Agreement: Part 1 of 2 

As of: 03/31/2019

Morgan Stanley Platinum Card 
Issuer: American Express National Bank

Fees Table 
Fees 
Annual Membership Fee 
Transaction Fees 

●  Foreign Transaction

Penalty Fees 

●  Late Payment

●  Returned Payment

$550

None 

Up to $38 

Up to $38 

CMAEUAOT0000001 

Page 1 of 3 

How Rates and Fees Work 
Rates for Pay Over Time balances 
Penalty APR for new 
transactions 

See More About Pay Over Time in Part 2 of this Agreement 

The penalty APR may apply to new transactions if: 

● you do not pay at least   the Mi nimum

Payment Due by the Payment Due Date
on one or more occasions; or

● your payment is returned by your bank.

We may also consider your creditworthiness in 
determining whether or not to apply the penalty 
APR to the Pay Over Time feature(s) on your 
Account. 

If the penalty APR applies to a balance, it will 
apply to charges added to that balance 15 or 
more days after we send you notice. 
We will review your Account every 6 months 
after the penalty APR is applied. The penalty 
APR will continue to apply until you have 
made timely payments with no returned 
payments during the 6 months being 
reviewed. 

Fees 
Annual Membership 

 Late Payment 

Returned Payment 

Returned Check 

Account Re-opening 
Foreign Transaction 
How Pay Over Time Works 

This fee is on the Rates and Fees Table on page 1 of Part 1. We will not charge for 1 additional 
Platinum Card, we will charge $175 for up to 3 more after the 1st additional Platinum Card, then we 
will charge $175 for each additional Platinum Card after the 4th card, and $0 for additional Gold Cards. 

Up to $38. If we do not receive the Amount Due (Minimum Payment Due if you have a Pay Over 
Time balance) by its Payment Due Date, the fee is $27. If this happens again within the next 6 
billing periods, the fee is $38. However, the late fee will not exceed the Amount Due or the 
Minimum Payment Due, as applicable. Paying late may also result in a penalty APR. See Penalty 
APR for new transactions above. 

Up to $38. If you make a payment that is returned unpaid the first time we present it to your bank, 
the fee is $27. If you do this again within the same billing period or the next 6 billing periods, the 
fee is $38. However, the returned payment fee will not exceed the Amount Due or, if you have a 
Pay  Over  Time  balance,  the  Minimum  Payment  Due.  A  returned  payment  may  also  result  in  a 
penalty  APR  for  any  Pay  Over  Time  balances  you  may  have.  See  Penalty  APR  for  new 
transactions above. 
$38 if you use your card to cash a check at one of our approved locations and the check is returned 
unpaid. We will also charge you the unpaid amount. 
$25 if your Account is cancelled, you ask us to re-open it, and we do so. 
None 

About Pay Over Time 
feature 

See More About Pay Over 
Time in Part 2 of this 
Agreement for important 
additional information about 
the Pay Over Time feature. 

We may add a feature to your Account that allows you to pay certain charges over time, with interest 
(Pay Over Time). If the Pay Over Time feature on your Account is set to Select, you may request to 
place eligible purchases from the current or preceding billing period in your Pay Over Time Select 
balance. If we approve your request, we will place the charge in your Pay Over Time Select balance. If 
we decline your request, you must pay the charge in full by the Payment Due Date. A charge is 
eligible for Pay Over Time if it equals or is more than a certain dollar amount. We will tell you this 
amount when you enroll, and it is subject to change. We will tell you if we change it. 

If we allow you to enroll in the Pay Over Time Direct feature, we will automatically place eligible 
purchases in your Pay Over Time Direct balance. You may alternate between the Select and Direct 
settings. You can do so by visiting us online at americanexpress.com/payovertime or by calling the 
number on the back of your Card. 

Part 1, Part 2 and any supplements or amendments make up your Cardmember Agreement. 

CMAEUFEEPAPR102 

Page 2 of 3 

Supplement to the Cardmember Agreement

How Your Reward Program Works

Anniversary Spend Award for the Platinum Card from American Express exclusively for Morgan Stanley

Things you should know
about this program

How do you receive an
Anniversary Spend Award

Receiving your Anniversary
Spend Award

The Platinum Card from American Express
exclusively for Morgan Stanley is only available
to you if you have an eligible brokerage account.

Eligible brokerage account means a
Morgan Stanley Smith Barney brokerage
account held in your name or in the name of a
revocable trust where you are the grantor and

If the total eligible purchases charged to
your  Platinum Card from American Express
exclusively for Morgan Stanley card account
equals $100,000 or more during an anniversary
year as described below, Morgan Stanley Smith
Barney shall deposit five hundred dollars ($500)
into an eligible brokerage account of yours that
is determined by Morgan Stanley Smith Barney.

If you qualify to receive the $500 deposit but
your only eligible brokerage account is a trust
account, joint account, retirement account, or
sole proprietorship account, Morgan Stanley
Smith Barney will instead send $500 to you in
the form of a check that will be mailed to your
address on record at Morgan Stanley Smith
Barney.

You will not receive your $500 award if your card
account is cancelled or in default at the time of
fulfillment.

Limit one Anniversary Spend Award per
anniversary year per card account.

It will take approximately 4-6 weeks after
the end of the anniversary year to receive
the Anniversary Spend Award from Morgan
Stanley Smith Barney. Please contact Morgan
Stanley Smith Barney with any questions about
brokerage account eligibility and the fulfillment of
the award.

trustee, except for the following accounts:
Charitable Remainder Annuity Trusts, Charitable
Remainder Unitrusts, irrevocable trusts and
employer-sponsored accounts. Eligibility is
subject to change.

We may cancel your card account and
participation in this program, if you do not
maintain an eligible brokerage account.

An anniversary year is each one year period
following the date your card account was
opened. The $100,000 purchase threshold
resets to $0 at the start of each anniversary
year.

Eligible purchases are purchases for goods and
services minus returns and other credits.

Eligible purchases do NOT include:
● fees or interest charges,
● balance transfers,
● cash advances,
● purchases of traveler's checks,
● purchases or reloading of prepaid cards, or
● purchases of any cash equivalents.
Eligible purchases include purchases made by
both the Basic and Additional Cardmembers on
the card account.

This offer may not be transferred.

Morgan Stanley Smith Barney LLC, its affiliates,
and Morgan Stanley Smith Barney Financial
Advisors and employees do not provide tax or
legal advice. Clients may be subject to tax and
information reporting with respect to any awards,
including the Anniversary Spend Award. Clients
should consult their tax advisors regarding the
tax implications of any awards, including the
Anniversary Spend Award, based upon their
specific circumstances.

CMAEUPSP0000229

Page 3 of 3

FDR 1065953

Cardmember Agreement: Part 2 of 2

Doc 27303

How Your American Express Account Works

Introduction

About your Cardmember
Agreement

Changing the Agreement

Words we use in the
Agreement

About using your card

Using the card

This document together with Part 1 make up the
Cardmember Agreement (Agreement) for the Account
identified on page 1 of Part 1. Any supplements or
amendments are also part of the Agreement.

We may change this Agreement, subject to applicable
law. We may do this in response to the business,
legal or competitive environment. This written
Agreement is a final expression of the agreement
governing the Account. The written Agreement may
not be contradicted by any alleged oral agreement.
We, us, and our mean the issuer shown on page
1 of Part 1. You and your mean the person who
applied for this Account and for whom we opened
the Account. You and your also mean anyone
who agrees to pay for this Account. You are the
Basic Cardmember. You may request a card for
an Additional Cardmember (see About Additional
Cardmembers in Part 2).

When you use the Account (or you sign or keep the
card), you agree to the terms of the Agreement.

We cannot increase the interest rate on existing
balances except in limited circumstances. Changes
to some terms may require 45 days advance notice,
and we will tell you in the notice if you have the right
to reject a change. We cannot change certain terms
during the first year of your Cardmembership.
Card means any card or other device that we issue
to access your Account. A charge is any amount
added to your Account, such as purchases, fees and
interest charges. A purchase is a charge for goods or
services.
To pay by a certain date means to send your payment
so that we receive it and credit it to your Account by
that date (see About your payments in Part 2).

You may use the card to make purchases. You may
also use the card at an ATM to get cash from a
checking account you designate.

We decide whether to approve a charge based on
how you spend and pay on this Account and other
accounts you have with us and our affiliates. We
also consider your credit history and your personal
resources that we know about.

You may arrange for certain merchants and third
parties to store your card number and expiration date,
so that, for example:

● the merchant may charge your account at regular

intervals; or

● you may make charges using that stored card

information.

We may (but are not required to) tell these merchants
and third parties if your expiration date or card
number changes or if your account status is updated,
including if your account is cancelled. If you do not
want us to share your updated account information,
please contact us using the number on the back of
your card.

Keep your card safe and don't let anyone else use it.
If your card is lost or stolen or your Account is being
used without your permission, contact us right away.
You may not use your Account for illegal activities.

Promise to pay

You promise to pay all charges, including:

Declined transactions

More About Pay Over Time

● charges you make, even if you do not present your card or sign for the transaction,
● charges that other people make if you let them use your Account, and
● charges that Additional Cardmembers make or permit others to make.

We may decline to authorize a charge. Reasons
we may do this include suspected fraud and our
assessment of your creditworthiness. This may occur
even if your Account is not in default.

We are not responsible for any losses you incur
if we do not authorize a charge. And we are not
responsible if any merchant refuses to accept the
card.

With Pay Over Time, you have the option to pay
your Account Total New Balance each month, the
Minimum Payment Due or anything in between. On
each statement, your Account Summary will show
your Pay Over Time New Balance, which is the
amount that is eligible to be paid over time (see When
you must pay in Part 2).

We apply a charge to the relevant Pay Over Time
balance in accordance with the selection in effect at
8 p.m. Eastern Time on the transaction date provided
by the merchant. The transaction date provided by
the merchant may differ from the date you made
the charge if, for example, there is a delay in the
merchant submitting the transaction to us or if the
merchant uses the shipping date as the transaction
date.

Certain charges are not eligible for Pay Over Time,
such as cash and similar transactions. We may
change which charges are eligible to be placed into
your Pay Over Time feature.

We assign a Pay Over Time limit to your Account.
We will not place any charge into a Pay Over Time
balance if it would cause the total of your Pay Over
Time balances to go over your Pay Over Time Limit.
Your Pay Over Time Limit is shown on page 1 of Part
1 and on each statement. We may increase or reduce
your Pay Over Time Limit. We may do so even if you
pay on time and your Account is not in default. We
will tell you if we change that amount. You must pay
in full all charges that are not placed into a Pay Over
Time balance.

Version 1065953

Page 1 of 7

About your payments

When you must pay

You must pay the Amount Due no later than the
Payment Due Date shown on your statement to
avoid a late payment fee. If a statement includes
a Pay Over Time balance, it will show a Minimum
Payment Due. In this case, you must pay at least the
Minimum Payment Due by the Payment Due Date.
Each statement also states the time and manner
by which you must make your payment for it to be
credited as of the same day it is received. For your
payment to be considered on time, we must receive
it in such time and manner by the Payment Due Date
shown on your statement.

How to make payments

Make payments to us in U.S. dollars with:

● a single check drawn on a U.S. bank, or
● a single negotiable instrument clearable through
the U.S. banking system, for example a money
order, or

● an electronic payment that can be cleared through

the U.S. banking system.

When making a payment by mail:
● make a separate payment for each account,
● mail your payment to the address shown on the
payment coupon on your billing statement, and

● write your Account number on your check or

negotiable instrument and include the payment
coupon.

If your payment meets the above requirements, we
will credit it to your Account as of the day we receive
it, as long as we receive it by the time disclosed in
your billing statement. If we receive it after that

If a statement includes a Pay Over Time New
Balance, it will show a Minimum Payment Due.
The Minimum Payment Due is the Pay In Full New
Balance plus the Pay Over Time Minimum Due.

If you have a Pay Over Time balance, we generally
apply payments-up to the Minimum Payment Due-first
to the Pay Over Time Minimum Due and then to the
Pay In Full New Balance. When applying a payment
to the Pay Over Time Minimum Due, we apply it first
to the balance with the lowest interest rate and then to
balances with higher interest rates.

How we apply payments and
credits

About your Minimum Payment Due

Each statement also shows a Closing Date. The
Closing Date is the last day of the billing period
covered by the statement. Each Closing Date is about
30 days after the previous statement's Closing Date.

time, we will credit the payment on the day after we
receive it.

If your payment does not meet the above
requirements, there may be a delay in crediting your
Account. This may result in late fees and additional
interest charges (see the Rates and Fees Table and
How Rates, Fees and Pay Over Time Work in Part 1).

If we decide to accept a payment made in a foreign
currency, we will choose a rate to convert your
payment into U.S. dollars, unless the law requires us
to use a particular rate.

If we process a late payment, a partial payment, or a
payment marked with any restrictive language, that
will have no effect on our rights and will not change
this Agreement.

After the Minimum Payment Due has been paid, we
apply payments to the remaining Pay Over Time
balance. When we do this, we apply payments first to
the balance with the highest interest rate and then to
balances with lower interest rates.

In most cases, we apply a credit to the same balance
as the related charge. We may apply payments and
credits within balances, and among balances with the
same interest rate, in any order we choose.

How we calculate your
Minimum Payment Due

The Minimum Payment Due is the Pay In Full New Balance plus any Pay Over Time Minimum Due. To
calculate the Pay Over Time Minimum Due for each statement, we start with the higher of:
(1) interest charged on the statement plus 1% of the
Pay Over Time New Balance (excluding interest on
the statement); or

(2) $35.

Then we round to the nearest dollar and add any Pay
Over Time amount past due. Your Pay Over Time
Minimum Due will not exceed your Pay Over Time
New Balance. You may pay more than the Minimum
Payment Due, up to your entire outstanding balance,
at any time.

EXAMPLE: Assume that you have a Pay Over
Time New Balance of $3,000, interest of $29.57,
no amounts past due, and a $400 Pay In Full New
Balance.

(1)$29.57 + 1% multiplied by ($3,000 - $29.57) =
$59.27
(2) $35

The higher of (1) or (2) is $59.27, which rounds to
$59.00. The Pay Over Time Minimum Due of $59.00
plus the Pay in Full New Balance of $400 together
make up the Minimum Payment Due of $459.00.

About interest charges on Pay Over Time balances

When we charge interest

For transactions added to a Pay Over Time balance at your request (for example, if your Pay Over Time
feature is set to Select), we charge interest from the date they are added to a Pay Over Time balance until they
are paid.
For transactions added automatically to a Pay Over Time balance (for example, if your Pay Over Time
feature is set to Direct), we charge interest from the transaction date until they are paid. However, we will not
charge interest on these transactions in a billing period if:
● your Pay Over Time Previous Balance for the billing period is zero; or
● you paid the Account Total New Balance on your statement, if any, for each of the previous two billing

periods in full by the Payment Due Date shown on each of those statements.

Version 1065953

Page 2 of 7

How we calculate interest

We calculate interest for a billing period by first figuring the interest on each balance. Balances within the Pay
Over Time feature -such as Select and Direct- may have different interest rates.
We use the Average Daily Balance method
(including new transactions) to figure interest
charges for each balance. The total interest charged
for a billing period is the sum of the interest charged
on each balance.

Interest
The interest charged for a balance in a billing period,
except for variations caused by rounding, equals:
(1) Average Daily Balance (ADB) multiplied by
(2) Daily Periodic Rate (DPR) multiplied by
(3) number of days the DPR was in effect.
ADB
To get the ADB for a balance, we add up its daily
balances. Then we divide the result by the number
of days the DPR for that balance was in effect. If the
daily balance is negative, we treat it as zero.
DPR
A DPR is 1/365th of an APR, rounded to one ten-
thousandth of a percentage point. Your DPRs are
shown in How Rates and Fees Work in Part 1.

EXAMPLE: Calculating Interest

Assume that you have a single interest rate of
15.99%, your ADB is $2,250 and there are 30 days in
the billing period.

The DPR is 15.99% divided by 365 days = 0.0438%

The Interest is $2,250 multiplied by 0.0438%
multiplied by 30 days = $29.57

Daily Balance
For each day a DPR is in effect, we figure the daily
balance for each balance by:
● taking the beginning balance for the day,
● adding any new charges,
● subtracting any payments or credits; and
● making any appropriate adjustments.
We add a new charge to a daily balance as of its
transaction date.
Beginning balance
For the first day of a billing period, the beginning
balance is the ending balance for the prior billing
period, including unpaid interest. For the rest of the
billing period, the beginning balance is the previous
day's daily balance plus an amount of interest equal
to the previous day's daily balance multiplied by the
DPR for that balance. This method of figuring the
beginning balance results in daily compounding of
interest.

When an interest rate changes, the new DPR may
come into effect during-not just at the beginning of-
the billing period. When this happens, we will create
a new balance and apply the new DPR to it. To get
the beginning balance on the first day for this new
balance, we multiply the previous day's daily balance
by the old DPR and add the result to that day's daily
balance.
Other methods
To figure the ADB and interest charges, we may use
other formulas or methods that produce equivalent
results. Also, we may choose not to charge interest on
certain types of charges.

Determining the Prime Rate

We use the Prime Rate from the rates section of The Wall Street Journal. The Prime Rate for each billing period
is the Prime Rate published in The Wall Street Journal on the Closing Date of the billing period.

The Wall Street Journal may not publish the Prime Rate on that day. If it does not, we will use the Prime Rate
from the previous day it was published. If The Wall Street Journal is no longer published, we may use the Prime
Rate from any other newspaper of general circulation in New York, New York. Or we may choose to use a
similar published rate.

If the Prime Rate increases, variable APRs (and corresponding DPRs) will increase. In that case, you may pay
more interest and may have a higher Minimum Payment Due. When the Prime Rate changes, the resulting
changes to variable APRs take effect as of the first day of the billing period.

Other important information

Military Lending Act

About Additional
Cardmembers

Federal law provides important protections to members of the Armed Forces and their dependents relating
to extensions of consumer credit. In general, the cost of consumer credit to a member of the Armed Forces
and his or her dependent may not exceed an annual percentage rate of 36 percent. This rate must include, as
applicable to the credit transaction or account: the costs associated with credit insurance premiums; fees for
ancillary products sold in connection with the credit transaction; any application fee charged (other than certain
application fees for specified credit transactions or accounts); and any participation fee (other than certain
participation fees for a credit card account).

To listen to this statement, as well as a description of your payment obligation for this Account, call us at
855-531-0379.

If you are a covered borrower, the Claims Resolution section of this Agreement will not apply to you in
connection with this Account. Instead, the Claims Resolution for Covered Borrowers section will apply.

At your request, we may issue cards to Additional
Cardmembers. They do not have accounts with us
but they can use your Account subject to the terms
of this Agreement. We may report an Additional
Cardmember's use of your Account to credit reporting
agencies.

You are responsible for all use of your Account by
Additional Cardmembers and anyone they allow to
use your Account. You must pay for all charges they
make.

You authorize us to give Additional Cardmembers
information about your Account and to discuss it with
them.

If you want to cancel an Additional Cardmember's
right to use your Account (and cancel their card) you
must tell us.

Version 1065953

Page 3 of 7

Converting charges made in a
foreign currency

Changing your billing address

If you make a charge in a foreign currency, AE Exposure Management Ltd. ("AEEML") will convert it into
U.S. dollars on the date we or our agents process it, so that we bill you for the charge in U.S. dollars based
upon this conversion. Unless a particular rate is required by law, AEEML will choose a conversion rate that is
acceptable to us for that date. The rate AEEML uses is no more than the highest official rate published by a
government agency or the highest interbank rate AEEML identifies from customary banking sources on the
conversion date or the prior business day. This rate may differ from rates that are in effect on the date of your
charge. We will bill charges converted by establishments (such as airlines) at the rates they use.

You must notify us immediately if you change the:
● mailing address where we send billing statements;

If you have more than one account, you need to notify
us separately for each account.

or

● e-mail address to which we send notice that your

billing statement is available online.

We may update your billing address if we receive
information that it has changed or is incorrect.

Closing your Account

You may close your Account by calling us or writing to us.

Cancelling or suspending your
Account

About default

Collection costs

Credit reports

Sending you notices

We may contact you

About insurance products

If an Annual Membership fee applies, we will refund this fee if you notify us that you are voluntarily closing your
Account within 30 days of the Closing Date of the billing statement on which that fee appears. For cancellations
after this 30 day period, the Annual Membership fee is non-refundable. If an Annual Membership fee applies to
your Account, it is shown on page 1 and page 2 of Part 1 of the Cardmember Agreement.

If your billing address is in the Commonwealth of Massachusetts at the time you close your account, this policy
will not apply to you.

We may:
● cancel your Account,
● suspend the ability to make charges,
● cancel or suspend any feature on your Account,

and

● notify merchants that your Account has been

cancelled or suspended.

If we do any of these, you must still pay us for all
charges under the terms of this Agreement.

We may consider your Account to be in default if:
● you violate a provision of this Agreement,
● you give us false information,
● you file for bankruptcy,
● you default under another agreement you have

with us or an affiliate,

● you become incapacitated or die, or
● we believe you are unable or unwilling to pay your

debts when due.

We may do any of these things at our discretion, even
if you pay on time and your Account is not in default.

If your Account is cancelled, you must destroy your
cards.

We may agree to reinstate your Account after a
cancellation. If we do this, we may:
● reinstate any additional cards issued on your

Account,

● charge you any applicable annual fees, and
● charge you a fee for reinstating the Account.

If we consider your Account in default, we may, to the
extent permitted by federal and applicable state law:
● suspend your ability to make charges,
● cancel or suspend any feature on your Account,
● require you to pay more than your Minimum

Payment Due immediately, and

● require you to pay your Account balance

immediately.

You agree to pay all reasonable costs, including attorneys' fees, that we incur to collect amounts you owe.

You agree that we will obtain credit reports about you, investigate your ability to pay, and obtain information
about you from other sources including information to verify and re-verify your employment and income. And
you agree that we will use such information for any purposes (for example, marketing to you or evaluating you
for a new account), subject to applicable law.

You agree that we will give information about the Account to credit reporting agencies. We will tell a credit
reporting agency if you fail to comply with any term of this Agreement. This may have a negative impact on
your credit report.

If you believe information we have given to a credit reporting agency is incorrect, write to us at: American
Express Credit Bureau Unit, P.O. Box 981537, El Paso, TX 79998-1537. When you write to us, tell us the
specific information you believe is incorrect.

We mail you notices through the U.S. mail, postage prepaid, and address them to you at the latest billing
address on our records. Any notice that we send you this way is deemed to be given when deposited in the
U.S. mail.

Servicing and Collections
If we need to contact you to service your account or to collect amounts you owe, you authorize us (and our
affiliates, agents and contractors, such as debt collection agencies and service providers) to contact you at
any phone number or email address you provide, from which you contact us, or at which we believe we can
reach you.  We may contact you in any way, such as calling, texting, emailing, sending mobile application push
notifications or using any other method of communication permitted by law. We may contact you using an
automated dialer or prerecorded messages. We may contact you on a mobile, wireless or similar device, even
if you are charged for it.

Call monitoring
We may monitor and record any calls between you and us.

We or our affiliates may tell you about insurance and non-insurance products, services or features that
may have a fee. One of our affiliates may act on behalf of a provider of these products. The affiliate may be
compensated for this. The insurance products are not offered or sold by us or on our behalf. Our affiliates may
get additional compensation when AMEX Assurance Company or another affiliate is the insurer or reinsurer.
Compensation may influence what products and providers we or our affiliates tell you about.

We may share information about you with our affiliates so they can identify products that may interest you. We
may be compensated for this information.

Version 1065953

Page 4 of 7

How we handle electronic
debits from your checking
account

Contactless Transactions

Privacy Act of 1974 notice

Changing benefits

Assigning the Agreement

Assigning claims

We do not waive our rights

Governing law

Notice to Oregon Residents

Notice for residents of
Washington State

If we do this, your payment may be deducted from
your bank or other asset account on the same day
we receive your check. Also, you will not receive that
cancelled check with your bank or asset account
billing statement.

When you pay us by check, you authorize us to
electronically deduct the amount from your bank
or other asset account. We may process the check
electronically by transmitting to your financial
institution:
● the amount,
● the routing number,
● the account number, and
● the check serial number.
Cards issued on your Account may be equipped to enable you to make tap and pay charges using 
contactless technology. You can request Cards that are not equipped with this capability. Also, we may 
deactivate this capability at any time.
Some federal agencies may accept the card under authority of statute. When you make charges at these
agencies, we collect certain charge information. That information may be put to routine uses such as
processing, billing and collections. It may also be aggregated for reporting, analysis and marketing use. Other
routine uses by agencies may be published in the Federal Register.
We have the right to add, modify or delete any benefit or service of your Account at our discretion.

If we cannot collect the funds electronically, we may
issue a draft against your bank or other asset account
for the amount of the check.

We may sell, transfer or assign this Agreement and your Account. We may do so at any time without notifying
you. You may not sell, assign or transfer your Account or any of your obligations under this Agreement.
If you dispute a charge with a merchant, we may credit
the Account for all or part of the disputed charge. If
we do so, you assign and transfer to us all rights and
claims (excluding tort claims) against the merchant.
We may choose to delay enforcing or to not exercise rights under this Agreement. If we do this, we do not waive
our rights to exercise or enforce them on any other occasion.

You agree that you will not pursue any claim against
the merchant for the credited amount. And you must
cooperate with us if we decide to do so.

Utah law and federal law govern this Agreement and
your Account. They govern without regard to internal
principles of conflicts of law. We are located in Utah.
We hold your Account in Utah. We entered into this
Agreement with you in Utah.

In addition, if your billing address is in the State
of Maryland, to the extent, if any, that Maryland
law applies to your account, we elect to offer your
card account pursuant to Title 12, Subtitle 9 of the
Maryland Commercial Law Article.

Service charges not in excess of those permitted by law will be charged on the outstanding balances from
month to month. You may pay more than the minimum payment due, up to your entire outstanding balance, at
any time.

In accordance with the Revised Code of Washington Statutes, Section 63.14.167, you are not responsible for
payment of interest charges that result solely from a merchant's failure to transmit to us within seven working
days a credit for goods or services accepted for return or forgiven if you have notified us of the merchant's delay
in posting such credit, or our failure to post such credit to your account within three working days of our receipt
of the credit.

Claims Resolution

Most customer concerns can be resolved by
calling our Customer Service Department at the
number listed on the back of your card. In the
event Customer Service is unable to resolve
a complaint to your satisfaction, this section
explains how claims can be resolved through
mediation, arbitration or litigation. It includes
an arbitration provision. You may reject the
arbitration provision by sending us written
notice within 45 days after your first card
purchase. See Your Right to Reject Arbitration
below.
For this section, you and us includes any
corporate parents, subsidiaries, affiliates or
related persons or entities. Claim means any
current or future claim, dispute or controversy
relating to your Account(s), this Agreement, or
any agreement or relationship you have or had
with us, except for the validity, enforceability
or scope of the Arbitration provision. Claim
includes but is not limited to: (1) initial claims,
counterclaims, crossclaims and third-party claims;
(2) claims based upon contract, tort, fraud,
statute, regulation, common law and equity;
(3) claims by or against any third party using
or providing any product, service or benefit in
connection with any account; and (4) claims that
arise from or relate to (a) any account created
under any of the agreements, or any balances on
any such account, (b) advertisements, promotions
or statements related to any accounts, goods or
services financed under any accounts or terms

of financing, (c) benefits and services related
to card membership (including fee-based or
free benefit programs, enrollment services and
rewards programs) and (d) your application for
any account. You may not sell, assign or transfer
a claim.
Sending a Claim Notice

Before beginning a lawsuit, mediation or
arbitration, you and we agree to send a written
notice (a claim notice) to each party against
whom a claim is asserted, in order to provide
an opportunity to resolve the claim informally or
through mediation. Go to americanexpress.com/
claim for a sample claim notice. The claim notice
must describe the claim and state the specific
relief demanded. Notice to you may be provided
by your billing statement or sent to your billing
address. Notice to us must include your name,
address and Account number and be sent to
American Express ADR c/o CT Corporation
System, 111 8th Ave., NY, NY 10011. If the claim
proceeds to arbitration, the amount of any relief
demanded in a claim notice will not be disclosed
to the arbitrator until after the arbitrator rules.
Mediation
In mediation, a neutral mediator helps parties
resolve a claim. The mediator does not decide
the claim but helps parties reach agreement.
Before beginning mediation, you or we must
first send a claim notice. Within 30 days after
sending or receiving a claim notice, you or we

may submit the claim to JAMS
(1-800-352-5267, jamsadr.com) or the
American Arbitration Association ("AAA")
(1-800-778-7879, adr.org) for mediation. We
will pay the fees of the mediator.
All mediation-related communications are
confidential, inadmissible in court and not
subject to discovery.
All applicable statutes of limitation will be tolled
until termination of the mediation. Either you or
we may terminate the mediation at any time.
The submission or failure to submit a claim
to mediation will not affect your or our right to
elect arbitration.
Arbitration
You or we may elect to resolve any claim by
individual arbitration. Claims are decided by a
neutral arbitrator.
If arbitration is chosen by any party,
neither you nor we will have the right to
litigate that claim in court or have a jury
trial on that claim. Further, you and we
will not have the right to participate in a
representative capacity or as a member of
any class pertaining to any claim subject
to arbitration. Arbitration procedures are
generally simpler than the rules that apply
in court, and discovery is more limited. The
arbitrator's decisions are as enforceable
as any court order and are subject to very
limited review by a court. Except as set
forth below, the arbitrator's decision will

Version 1065953

Page 5 of 7

be final and binding. Other rights you or we
would have in court may also not be available
in arbitration.

Initiating Arbitration
Before beginning arbitration, you or we must first
send a claim notice. Claims will be referred to
either JAMS or AAA, as selected by the party
electing arbitration. Claims will be resolved
pursuant to this Arbitration provision and the
selected organization's rules in effect when
the claim is filed, except where those rules
conflict with this Agreement. If we choose the
organization, you may select the other within
30 days after receiving notice of our selection.
Contact JAMS or AAA to begin an arbitration or
for other information. Claims also may be referred
to another arbitration organization if you and
we agree in writing or to an arbitrator appointed
pursuant to section 5 of the Federal Arbitration
Act, 9 U.S.C. sec. 1-16 (FAA).
We will not elect arbitration for any claim you
file in small claims court, so long as the claim is
individual and pending only in that court.
You or we may otherwise elect to arbitrate any
claim at any time unless it has been filed in court
and trial has begun or final judgment has been
entered. Either you or we may delay enforcing or
not exercise rights under this Arbitration provision,
including the right to arbitrate a claim, without
waiving the right to exercise or enforce those
rights.
Limitations on Arbitration
If either party elects to resolve a claim by
arbitration, that claim will be arbitrated on
an individual basis. There will be no right or
authority for any claims to be arbitrated on
a class action basis or on bases involving
claims brought in a purported representative
capacity on behalf of the general public, other
cardmembers or other persons similarly
situated.

The arbitrator's authority is limited to claims
between you and us alone. Claims may not be
joined or consolidated unless you and we agree
in writing. An arbitration award and any judgment
confirming it will apply only to the specific case
and cannot be used in any other case except to
enforce the award.

Notwithstanding any other provision and
without waiving the right to appeal such
decision, if any portion of these Limitations on
Arbitration is deemed invalid or unenforceable,
then the entire Arbitration provision (other than
this sentence) will not apply.
Arbitration Procedures
This Arbitration provision is governed by
the FAA. The arbitrator will apply applicable
substantive law, statutes of limitations and
privileges. The arbitrator will not apply any
federal or state rules of civil procedure or
evidence in matters relating to evidence
or discovery. Subject to the Limitations on
Arbitration, the arbitrator may otherwise award
any relief available in court. The arbitration
will be confidential, but you may notify any
government authority of your claim.

If your claim is for $10,000 or less, you
may choose whether the arbitration will be
conducted solely on the basis of documents,
through a telephonic hearing, or by an in-
person hearing. At any party's request, the
arbitrator will provide a brief written explanation
of the award. The arbitrator's award will be
final and binding, except for any right of appeal
provided by the FAA; however, any party will
have 30 days to appeal the award by notifying
the arbitration organization and all parties in
writing. The organization will appoint a three-
arbitrator panel to decide anew, by majority
vote based on written submissions, any
aspect of the decision objected to. Judgment
upon any award may be entered in any court
having jurisdiction. At your election, arbitration
hearings will take place in the federal judicial
district of your residence.
Arbitration Fees and Costs
You will be responsible for paying your share
of any arbitration fees (including filing,
administrative, hearing or other fees), but only
up to the amount of the filing fees you would
have incurred if you had brought a claim in
court. We will be responsible for any additional
arbitration fees. At your written request, we
will consider in good faith making a temporary
advance of your share of any arbitration fees,
or paying for the reasonable fees of an expert
appointed by the arbitrator for good cause.

Additional Arbitration Awards
If the arbitrator rules in your favor for an
amount greater than any final offer we made
before arbitration, the arbitrator's award will
include:

(1) any money to which you are entitled, but
in no case less than $5,000; and (2) any
reasonable attorneys' fees, costs and expert
and other witness fees.
Your Right to Reject Arbitration
You may reject this Arbitration provision by
sending a written rejection notice to us at:
American Express, P.O. Box 981556, El Paso,
TX 79998. Go to americanexpress.com/reject
for a sample rejection notice. Your rejection
notice must be mailed within 45 days after your
first card purchase. Your rejection notice must
state that you reject the Arbitration provision
and include your name, address, Account
number and personal signature. No one else
may sign the rejection notice. If your rejection
notice complies with these requirements, this
Arbitration provision and any other arbitration
provisions in the cardmember agreements for
any other currently open American Express
accounts you have will not apply to you, except
for Corporate Card accounts and any claims
subject to pending litigation or arbitration at the
time you send your rejection notice. Rejection
of this Arbitration provision will not affect your
other rights or responsibilities under this Claims
Resolution section or the Agreement. Rejecting
this Arbitration provision will not affect your
ability to use your card or any other benefit,
product or service you may have with your
Account.
Continuation
This section will survive termination of your
Account, voluntary payment of your Account
balance, any legal proceeding to collect a debt,
any bankruptcy and any sale of your Account
(in the case of a sale, its terms will apply to the
buyer of your Account). If any portion of this
Claims Resolution section, except as otherwise
provided in the Limitations on Arbitration
subsection, is deemed invalid or unenforceable,
it will not invalidate the remaining portions of
this Claims Resolution section.

Claims Resolution for Covered Borrowers

Most customer concerns can be resolved by
calling our Customer Service Department at the
number listed on the back of your Card. In the
event Customer Service is unable to resolve
a complaint to your satisfaction, this section
explains how claims can be resolved through
litigation, non-binding mediation or, at your
election, arbitration. You are not required to
resolve any claims by mediation and arbitration.
For this section, you and us includes any
corporate parents, subsidiaries, affiliates or
related persons or entities. Claim means any
current or future claim, dispute or controversy
relating to your Card account, this Agreement, or
any agreement or relationship you have or had

with us, except for the validity, enforceability
or scope of the Arbitration provision. Claim
includes but is not limited to: (1) initial claims,
counterclaims, cross-claims and third-party
claims; (2) claims based upon contract, tort,
fraud, statute, regulation, common law and
equity; (3) claims by or against any third party
using or providing any product, service or
benefit in connection with any account; and
(4) claims that arise from or relate to (a) any
account created under any of the agreements
or any balances on any such account, (b)
advertisements, promotions or statements
related to any accounts, goods or services
financed under any accounts or terms of

financing, (c) benefits and services related
to Card membership (including fee-based or
free benefit programs, enrollment services and
rewards programs) and (d) your application
for any account. You may not sell, assign or
transfer a claim.
Sending a Claim Notice
Before beginning a lawsuit, arbitration or
non-binding mediation, you may send a
written notice (a claim notice) to us. Go to
americanexpress.com/claim for a sample claim
notice. The claim notice should describe the
claim and state the specific relief demanded.
We may also request that we resolve a claim
by mediation or arbitration, but you are not

Version 1065953

Page 6 of 7

required to accept our request. We may include
our request with your billing statement or mail it to
your home address. Notice to us should include
your name, address and Card account number
and be sent to American Express ADR c/o CT
Corporation System, 111 8th Ave., NY, NY 10011.
If the claim proceeds to litigation, mediation or
arbitration, the amount of any relief demanded
in a claim notice will not be disclosed. You are
not required to resolve your claim through
mediation or arbitration. You may decline our
request to resolve a claim through mediation
or arbitration. You may elect to resolve your
claim through litigation.

Mediation
If you elect to resolve your claim through
mediation, a neutral mediator will help resolve
the claim. The mediator does not decide the
claim but helps parties reach agreement. Before
beginning mediation, you or we must first send
a claim notice. Within 30 days after sending or
receiving a claim notice, you or we may submit
the claim to JAMS (1-800-352-5267, jamsadr.com)
or the American Arbitration Association ("AAA")
(1-800-778-7879, adr.org) for mediation. We will
pay the fees of the mediator. All mediation-related
communications are confidential, inadmissible in
court and not subject to discovery. All applicable
statutes of limitation will be tolled until termination
of the mediation. Either you or we may terminate
the mediation at any time. The submission or
failure to submit a claim to mediation will not affect
your or our right to elect litigation or arbitration.
The outcome of mediation proceedings is
non-binding. You may proceed to litigation
or arbitration regardless of the outcome of
mediation.

Arbitration
You may elect, but are not required, to resolve
any claim by individual arbitration. We may
also request to resolve any claim by individual
arbitration, but you are not required to accept
our request. Claims are decided by a neutral
arbitrator.
If you elect or agree to resolve a claim through
arbitration, your or our right to litigate that
claim in court or have a jury trial on that
claim may be limited. Further, you and we
may not have the right to participate in a
representative capacity or as a member of
any class pertaining to any claim subject
to arbitration. Arbitration procedures are
generally simpler than the rules that apply
in court, and discovery is more limited. The
arbitrator's decisions are as enforceable as
any court order and are subject to very limited
review by a court. Except as set forth below,
the arbitrator's decision will be final and

binding. Other rights you or we would
have in court may also not be available in
arbitration.

Initiating Arbitration
If you and we agree to proceed to arbitration,
claims will be referred to either JAMS or
AAA, as selected by the party electing
arbitration. Claims will be resolved pursuant
to this Arbitration provision and the selected
organization's rules in effect when the claim
is filed, except where those rules conflict with
this Agreement. If we choose the organization,
you may select the other within 30 days after
receiving notice of our selection.

Contact JAMS or AAA to begin an arbitration
or for other information. Claims also may be
referred to another arbitration organization if
you and we agree in writing or to an arbitrator
appointed pursuant to section 5 of the Federal
Arbitration Act, 9 U.S.C. sec. 1-16 (FAA). We
will not request arbitration for any claim you file
in small claims court, so long as the claim is
individual and pending only in that court. You
may otherwise elect to arbitrate any claim at
any time unless it has been filed in court and
trial has begun or final judgment has been
entered.
Limitations on Arbitration
If the parties agree to resolve a claim by
arbitration, that claim will be arbitrated
on an individual basis pursuant to that
agreement, and the agreement would not
allow claims to be arbitrated on a class
action basis or on bases involving claims
brought in a purported representative
capacity on behalf of the general public,
other Cardmembers, or other persons
similarly situated.

The arbitrator’s authority is limited to claims
between you and us alone. Claims may not
be joined or consolidated unless you and we
agree in writing. An arbitration award and any
judgment confirming it will apply only to the
specific case and cannot be used in any other
case except to enforce the award.

Notwithstanding any other provision and without
waiving the right to appeal such decision, if
any portion of these Limitations on Arbitration
provisions is deemed invalid or unenforceable,
then the entire Arbitration provision (other than
this sentence) will not apply.
Arbitration Procedures
This Arbitration provision is governed by
the FAA. The arbitrator will apply applicable
substantive law, statutes of limitations and
privileges. The arbitrator will not apply any
federal or state rules of civil procedure or

evidence in matters relating to evidence
or discovery. Subject to the Limitations on
Arbitration provisions, the arbitrator may
otherwise award any relief available in court.
The arbitration will be confidential, but you may
notify any government authority of your claim.

If your claim is for $10,000 or less, you
may choose whether the arbitration will be
conducted solely on the basis of documents,
through a telephonic hearing, or by an in
person hearing. At any party's request, the
arbitrator will provide a brief written explanation
of the award. The arbitrator's award will be
final and binding, except for any right of appeal
provided by the FAA; however, any party will
have 30 days to appeal the award by notifying
the arbitration organization and all parties in
writing. The organization will appoint a three
arbitrator panel to decide anew, by majority
vote based on written submissions, any
aspect of the decision objected to. Judgment
upon any award may be entered in any court
having jurisdiction. At your election, arbitration
hearings will take place in the federal judicial
district of your residence.
Arbitration Fees and Costs
You will be responsible for paying your share
of any arbitration fees (including filing,
administrative, hearing or other fees), but only
up to the amount of the filing fees you would
have incurred if you had brought a claim in
court. We will be responsible for any additional
arbitration fees. At your written request, we
will consider in good faith making a temporary
advance of your share of any arbitration fees,
or paying for the reasonable fees of an expert
appointed by the arbitrator for good cause.
Additional Arbitration Awards
If the arbitrator rules in your favor for an
amount greater than any final offer we made
before arbitration, the arbitrator's award will
include:
(1) any money to which you are entitled, but
in no case less than $5,000; and (2) any
reasonable attorneys' fees, costs and expert
and other witness fees.
Continuation
This section will survive termination of your
Account, voluntary payment of your Account
balance, any legal proceeding to collect a debt,
any bankruptcy and any sale of your Account
(in the case of a sale, its terms will apply to the
buyer of your Account). If any portion of this
Claims Resolution section, except as otherwise
provided in the Limitations on Arbitration
subsection, is deemed invalid or unenforceable,
it will not invalidate the remaining portions of
this Claims Resolution section.

Version 1065953

Page 7 of 7