Cardmember Agreement: Part 1 of 2

As of: 06/30/2013

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

Fees Table
 Fees
Annual Membership Fee
Transaction Fees
● Foreign Transaction

Penalty Fees
● Late Payment

● Returned Payment

$150

2.7% of each transaction after conversion to US dollars.

Up to $35; however, if you do not pay for two billing periods in a row,
                  your fee will be $35 or 2.99% of the past due amount, whichever is greater.
Up to $35

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How Fees Work
  Fees
Annual Membership

Late Payment

Returned Payment

Returned Check

Foreign Transaction

This fee is on the Rates and Fees Table on page 1 of Part 1. We will charge $40 for each additional
card.
Up to $35 or 2.99% of the amount past due. If you do not pay the Amount Due on a billing statement
before the 10th day after the next Closing Date, the fee is $25. If this happens again within the next
6 billing periods, the fee is $35 instead. In both cases, if you do not pay the amount past due by the
following Closing Date, we will charge, in that same billing period, the greater of $35 or 2.99% of the
amount past due. For each subsequent billing period that an amount past due remains unpaid, the
fee is the greater of $35 or 2.99% of any amount past due. However, the late fee will not exceed the
Minimum Payment Due.
Up to $35. If your payment is returned unpaid the first time we present it to your bank, the fee is $25.
If this happens again within the next 6 billing periods, the fee is $35. However, the returned payment
fee will not exceed the Minimum Payment Due on the last Payment Due Date before the payment is
returned.
$38 if you use your card to cash a check at one of our approved locations and the check is returned
unpaid. We will also charge you the unpaid amount.
2.7% of the converted U.S. dollar amount. This fee is a finance charge. See Converting charges made
in a foreign currency in Part 2.

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

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Cardmember Agreement: Part 2 of 2

Doc 27308

How Your American Express Account Works

Introduction

About your Cardmember
Agreement

Changing the Agreement

This document together with Part 1 make up the Cardmember Agreement (Agreement) for the Account
identified on page 1 of Part 1. Any supplements or amendments are also part of the Agreement. When you use
the Account (or you sign or keep the card), you agree to the terms 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.

Words we use in the Agreement We, us, and our mean the issuer shown on page
1 of Part 1. You and your mean the person who
applied for this Account and for whom we opened
the Account. You and your also mean anyone
who agrees to pay for this Account. You are the
Basic Cardmember. You may request a card for
an Additional Cardmember (see About Additional
Cardmembers below).

Changes to some terms may require 45 days advance
notice, and we will tell you in the notice if you have
the right to reject a change. We cannot change certain
terms during the first year of your Cardmembership.

Card means any card or other device that we issue
to access your Account. A charge is any amount
added to your Account, such as purchases and fees.
A purchase is a charge for goods or services.
To pay by a certain date means to send your payment
so that we receive it and credit it to your Account by
that date (see About your payments below).

About using your card

Using the card

You may use the card to make purchases. You may
also use the card at an ATM to get cash from a
checking account you designate.

We decide whether to approve a charge based on
how you spend and pay on this Account and other
accounts you have with us and our affiliates. We
also consider  your credit history and your personal
resources that we know about.

You may arrange for certain merchants to charge your
Account at regular intervals. We may (but are not
required to) tell these merchants about your Account
status or changes to your card number or expiration
date. You must notify the merchants directly if you
want them to stop charging your Account.

Keep your card safe and don't let anyone else use it.
If your card is lost or stolen or your Account is being
used without your permission, contact us right away.
You may not use your Account for illegal activities.

Promise to pay

You promise to pay all charges, including:

● charges you make, even if you do not present your card or sign for the transaction,
● charges that other people make if you let them use your Account,
● charges that Additional Cardmembers make or permit others to make, and
● any amounts guaranteed by the use of the card.

Declined transactions

About Additional Cardmembers

About your payments

When you must pay

We may decline to authorize a charge. Reasons
we may do this include suspected fraud and our
assessment of your creditworthiness. This may occur
even if your Account is not in default.

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

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

We are not responsible for any losses you incur if we
do not authorize a charge. And we are not responsible
if any merchant refuses to accept the card.

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

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

Payment of the New Balance is due upon receipt of
your statement. Each statement states the time and
manner by which you must make your payment for it
to be credited as of the same day it is received.

Each statement also shows a Closing Date. The
Closing Date is the last day of the billing period
covered by the statement. Each Closing Date is about
30 days after the previous statement's Closing Date.

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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 time, we will credit the
payment on the day after we receive it.

If your payment does not meet the above
requirements, there may be a delay in crediting your
Account. This may result in late fees (see How Fees
Work on page 2 of Part 1).

If we decide to accept a payment made in a foreign
currency, we will choose a rate to convert your
payment into U.S. dollars, unless the law requires us
to use a particular rate.

If we process a late payment, a partial payment, or a
payment marked with any restrictive language, that
will have no effect on our rights and will not change
this Agreement.

How we apply payments and
credits
Other important information

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

Converting charges made in a
foreign currency

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

Changing your billing address

You must notify us immediately if you change the:

● mailing address to which we send billing

statements; or

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

billing statement is available online.

If you have more than one account, you need to notify
us separately for each account.

We may update your billing address if we receive
information that it has changed or is incorrect.

Closing your Account

You may close your Account by calling us or writing to us.

Cancelling or suspending your
Account

About default

Collection costs

Credit reports

We may:

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

and

● notify merchants that your Account has been

cancelled or suspended.

If we do any of these, you must still pay us for all
charges under the terms of this Agreement.

We may consider your Account to be in default if:

● you violate a provision of this Agreement,
● you give us false information,
● you file for bankruptcy,
● you default under another agreement you have

with us or an affiliate,

● you become incapacitated or die, or
● we believe you are unable or unwilling to pay your

debts when due.

We may do any of these things at our discretion, even
if you pay on time and your Account is not in default.

If your Account is cancelled, you must destroy your
cards.

We may agree to reinstate your Account after a
cancellation. If we do this, we may:

● reinstate any additional cards issued on your

Account,

● charge you any applicable annual fees, and
● charge you a fee for reinstating the Account.

If we consider your Account in default, we may:
● suspend your ability to make charges,
● cancel or suspend any feature on your Account,

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

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

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

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

Sending you notices

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

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We may contact you

About insurance products

How we handle electronic
debits from your checking
account

ExpressPay

Privacy Act of 1974 notice

Servicing and collections
If we need to contact you to service your account or to collect amounts you owe, you authorize us (and our
affiliates, agents and contractors) to contact you at any number you provide, from which you call us, or at which
we believe we can reach you. We may contact you in any way, such as calling or texting. We may contact you
using an automated dialer or prerecorded messages. We may contact you on a mobile, wireless or similar
device, even if you are charged for it.

Call monitoring
We may monitor and record any calls between you and us.

We or our affiliates may tell you about insurance and non-insurance products, services or features that
may have a fee. One of our affiliates may act on behalf of a provider of these products. The affiliate may be
compensated for this. The insurance products are not offered or sold by us or on our behalf. Our affiliates may
get additional compensation when AMEX Assurance Company or another affiliate is the  insurer or reinsurer.
Compensation may influence what products and providers we or our affiliates tell you about.

We may share information about you with our affiliates so they can identify products that may interest you. We
may be compensated for this information.

When you pay us by check, you authorize us to
electronically deduct the amount from your bank
or other asset account.We may process the check
electronically by transmitting to your financial
institution:

If we do this, your payment may be deducted from
your bank or other asset account on the same day
we receive your check. Also, you will not receive that
cancelled check with your bank or asset account
billing statement.

● the amount,
● the routing number,
● the account number, and
● the check serial number.

If we cannot collect the funds electronically, we may
issue a draft against your bank or other asset account
for the amount of the check.

Cards issued on your Account may be equipped with ExpressPay. ExpressPay enables you to make charges
without having the card swiped or imprinted. You can call us to deactivate ExpressPay at any time. Also, we
may deactivate ExpressPay at any time.

Some federal agencies may accept the card under authority of statute. When you make charges at these
agencies, we collect certain charge information. That information may be put to routine uses such as
processing, billing and collections. It may also be aggregated for reporting, analysis and marketing use. Other
routine uses by agencies may be published in the Federal Register.

Changing benefits

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

Assigning the Agreement

Assigning claims

We may sell, transfer or assign this Agreement and your Account. We may do so at any time without notifying
you.
You may not sell, assign or transfer your Account or any of your obligations under this Agreement.

If you dispute a charge with a merchant, we may credit
the Account for all or part of the disputed charge. If
we do so, you assign and transfer to us all rights and
claims (excluding tort claims) against the merchant.

You agree that you will not pursue any claim against
the merchant for the credited amount. And you must
cooperate with us if we decide to do so.

We do not waive our rights

We may choose to delay enforcing or to not exercise rights under this Agreement. If we do this, we do not waive
our rights to exercise or enforce them on any other occasion.

Governing law

New York law and federal law govern this Agreement
and your Account. They govern without regard to
internal principles of conflicts of law.

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

Claims Resolution
Most customer concerns can be resolved by
calling our Customer Service Department at the
number listed on the back of your card.  In the
event Customer Service is unable to resolve a
complaint to your satisfaction, this section explains
how claims can be resolved through mediation,
arbitration or litigation.  It includes an arbitration
provision. You may reject the arbitration
provision by sending us written notice within
45 days after your first card purchase, or by
February 15, 2013, whichever is later. See Your
Right to Reject Arbitration below.
For this section, you and us includes any corporate
parents, subsidiaries, affiliates or related persons or
entities. Claim means any current or future claim,
dispute or controversy relating to your Account(s),
this Agreement, or any agreement or relationship
you have or had with us, except for the validity,
enforceability or

scope of the Arbitration provision. Claim
includes but is not limited to: (1) initial claims,
counterclaims, crossclaims and third-party claims;
(2) claims based upon contract, tort, fraud,
statute, regulation, common law and equity;
(3) claims by or against any third party using
or providing any product, service or benefit in
connection with any account; and (4) claims that
arise from or relate to (a) any account created
under any of the agreements, or any balances on
any such account, (b) advertisements, promotions
or statements related to any accounts, goods or
services financed under any accounts or terms
of financing, (c) benefits and services related
to card membership (including fee-based or
free benefit programs, enrollment services and
rewards programs) and (d) your application for
any account.  You may not sell, assign or transfer
a claim.

Sending a Claim Notice
Before beginning a lawsuit, mediation or
arbitration, you and we agree to send a
written notice (a claim notice) to each party
against whom a claim is asserted, in order
to provide an opportunity to resolve the
claim informally or through mediation.  Go to
americanexpress.com/claim for a sample claim
notice.  The claim notice must describe the claim
and state the specific relief demanded.  Notice
to you may be provided by your billing statement
or sent to your billing address.  Notice to us
must include your name, address and Account
number and be sent to American Express ADR
c/o CT Corporation System, 111 8th Ave., NY,
NY 10011.  If the claim proceeds to arbitration,
the amount of any relief demanded in a claim
notice will not be disclosed to the arbitrator until
after the arbitrator rules.

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Mediation
In mediation, a neutral mediator helps parties
resolve a claim.  The mediator does not decide the
claim but helps parties reach agreement.

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

All mediation-related communications are
confidential, inadmissible in court and not subject
to discovery.

All applicable statutes of limitation will be tolled
until termination of the mediation.  Either you
or we may terminate the mediation at any time.
The submission or failure to submit a claim to
mediation will not affect your or our right to elect
arbitration.

Arbitration
You or we may elect to resolve any claim by
individual arbitration.  Claims are decided by a
neutral arbitrator.

If arbitration is chosen by any party, neither
you nor we will have the right to litigate that
claim in court or have a jury trial on that claim.
Further, you and we will not have the right to
participate in a representative capacity or as
a member of any class pertaining to any claim
subject to arbitration.  Arbitration procedures
are generally simpler than the rules that apply
in court, and discovery is more limited.  The
arbitrator's decisions are as enforceable
as any court order and are subject to very
limited review by a court.  Except as set forth
below, the arbitrator's decision will be final and
binding.  Other rights you or we would have in
court may also not be available in arbitration.

Initiating Arbitration

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

We will not elect arbitration for any claim you
file in small claims court, so long as the claim is
individual and pending only in that court.  You or
we may otherwise elect to arbitrate any claim at

any time unless it has been filed in court and
trial has begun or final judgment has been
entered. Either you or we may delay enforcing
or not exercise rights under this Arbitration
provision, including the right to arbitrate a
claim, without waiving the right to exercise or
enforce those rights.

Limitations on Arbitration

If either party elects to resolve a claim by
arbitration, that claim will be arbitrated
on an individual basis.  There will be
no right or authority for any claims to
be arbitrated on a class action basis or
on bases involving claims brought in a
purported representative capacity on behalf
of the general public, other cardmembers or
other persons similarly situated.

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

Notwithstanding any other provision and
without waiving the right to appeal such
decision, if any portion of these Limitations on
Arbitration is deemed invalid or unenforceable,
then the entire Arbitration provision (other than
this sentence) will not apply.

Arbitration Procedures
This Arbitration provision is governed by the
FAA.  The arbitrator will apply applicable
substantive law, statutes of limitations and
privileges.  The arbitrator will not apply any
federal or state rules of civil procedure or
evidence in matters relating to evidence
or discovery.  Subject to the Limitations on
Arbitration, the arbitrator may otherwise award
any relief available in court.  The arbitration
will be confidential, but you may notify any
government authority of your claim.

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

Arbitration Fees and Costs
You will be responsible for paying your share
of any arbitration fees (including filing,
administrative, hearing or other fees), but only
up to the amount of the filing fees you would
have incurred if you had brought a claim in
court.  We will be responsible for any additional
arbitration fees.  At your written request, we
will consider in good faith making a temporary
advance of your share of any arbitration fees,
or paying for the reasonable fees of an expert
appointed by the arbitrator for good cause.

Additional Arbitration Awards
If the arbitrator rules in your favor for an
amount greater than any final offer we made
before arbitration, the arbitrator's award will
include: (1) any money to which you are
entitled, but in no case less than $5,000; and
(2) any reasonable attorneys' fees, costs and
expert and other witness fees.

Your Right to Reject Arbitration
You may reject this Arbitration provision by
sending a written rejection notice to us at:
American Express, P.O. Box 981556, El Paso,
TX 79908.  Go to americanexpress.com/reject
for a sample rejection notice.  Your rejection
notice must be mailed within 45 days after your
first card purchase, or by December 19, 2012,
whichever is later.  Your rejection notice must
state that you reject the Arbitration provision
and include your name, address, Account
number and personal signature.  No one else
may sign the rejection notice.  If your rejection
notice complies with these requirements, this
Arbitration provision and any other arbitration
provisions in the cardmember agreements for
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.

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