CardmemberAgreement: Part 1of2
As of: 06/30/2012
Morgan Stanley Credit Card
Issuer: American Express Bank, FSB
Rates and Fees Table
Interest Rates
Annual Percentage Rate (APR) for Purchases	Prime Rate + 11.99% This is a variable APR. See Explanation of Variable Rates below.
APR for Balance Transfers	Prime Rate + 11.99% for any balance transfer requests we may accept. This is a variable APR. See Explanation of Variable Rates below.
APR for Cash Advances	Prime Rate + 21.99% This is a variable APR. See Explanation of Variable Rates below.
Penalty APR and When it Applies	Prime rate + 23.99% This is a variable APR. See Explanation of Variable Rates below. This APR will apply to your account if you: 1)	make one or more late payments; or 2)	make a payment that is returned. How Long Will the Penalty APR Apply? If the Penalty APR is applied, it will apply for at least 6 months. 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.
Paying Interest	Your due date is at least 25 days after the close of each billing period. We will not charge you interest on purchases ifyou pay your entire balance by the due date each month. We will begin charging interest on cash advances and balance transfers on the transaction date.
For Credit Card Tips from the Consumer Financial Protection Bureau	To learn more about factors to consider when applying for or using a credit card, visit the website of the Consumer Financial Protection Bureau at http://www.consumerfinance.gov/learnmore
Fees
Annual Membership Fee	$95
Transaction Fees •	Balance Transfer •	Cash Advance •	Foreign Transaction	Either $5 or 3% of the amount of each transfer, whichever is greater. Either $5 or 3% of the amount of each cash advance, whichever is greater. 2.7% of each transaction after conversion to US dollars.
Penalty Fees •	Late Payment •	Returned Payment •	Overlimit	Up to $35 Up to $35 None
How we calculate interest: We use the Average Daily Balance method (including new transactions). See the How we calculate interest section in Part 2
Explanation ofVariable Rates: Ifthe 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. The Daily Periodic Rate (DPR) is 1/365th of the APR, rounded to the nearest one ten-thousandth of a percentage point.
CMAEUAOT0000004
Page 1 of 2
How Rates and Fees Work
Rates
Penalty APR for new transactions	The penalty APR applies to new transactions if: •	you do not pay at least the Minimum Payment Due by the Closing Date ofthe billing period in which it is due, •	you do not pay at least the Minimum Payment Due by the Payment Due Date 2 times in 12 billing periods, or •	your payment is returned by your bank.	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.
Penalty APR for existing balances	If you do not pay at least the Minimum Payment Due within 6O days after its Payment Due Date, we can apply the penalty APR to those balances it does not already apply to. After you pay on time for 6 billing periods in a row, the penalty APR will no longer apply to those balances (but it may still apply to other balances as described above).	
Fees	
We add fees to a purchase balance, unless we tell you otherwise.	
Annual Membership	This fee is on the Rates and Fees Table on page 1 of Part 1.
Late Payment	Up to $35. Ifwe do not receive the Minimum Payment Due by its Payment Due Date, the fee is $25. If this happens again within the next 6 billing periods, the fee is $35. However, the late fee will not exceed the Minimum Payment Due. Paying late may also result in a Penalty APR. See PenaltyAPR fornew transactions and PenaltyAPR forexisting balances above.
Returned Payment	Up to $35. If you make a payment that is returned unpaid the first time we present it to your bank, the fee is $25. If you do this again within the same billing period or the next 6 billing periods, the fee is $35. However, the returned payment fee will not exceed the applicable Minimum Payment Due. A returned payment may also result in a Penalty APR. See PenaltyAPR fornew transactions above.
Returned Check	$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.
Overlimit	None. See Credit limit and cash advance limit in Part 2.
Statement Copy	$5 for each statement you request, except for the 3 most recent billing periods.
Account Re-opening	$25 if your Account is cancelled, you ask us to re-open it, and we do so.
Balance Transfer	3% of the transaction, with a minimum of $5. A different fee may apply if stated in a promotional offer or at the time of a transaction. This fee is a finance charge. We will add it to the same balance as the balance transfer.
Cash Advance	3% of the withdrawal and other services you obtain (including any fee charged by the ATM operator), with a minimum of $5. We will add this fee to the cash advance balance.
Foreign Transaction	2.7% of the converted U.S. dollar amount. This fee is a finance charge. See Part 2 for Converting charges made in a foreign currency.
Part 1, Part 2 and any supplements or amendments make up your Cardmember Agreement.
CMAEUAOTOOOOOO4
Page 2of 2
Supplement to the Cardmember Agreement
HowYour Reward Program Works
Anniversary Spend Award for the Morgan Stanley Credit Card from American Express		
Things you should know about this program	The Morgan Stanley Credit Card from American Express 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	trustee, except for the following accounts: Charitable RemainderAnnuity 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, ifyou do not maintain an eligible brokerage account.
How do you receive an Anniversary Spend Award	If the total eligible purchases charged to your Morgan Stanley Credit Card from American Express Card Account equals $25,000 or more during an anniversary year as described below, Morgan Stanley Smith Barney shall deposit one hundred dollars ($100) into an eligible brokerage account of yours that is determined by Morgan Stanley Smith Barney. If you qualify to receive the $100 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 $100 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 $100 award if your Card Account is cancelled or in default at the time offulfillment. Limit one Anniversary Spend Award per anniversary year per Card Account.	An anniversary year is each one year period following the date your Card Account was opened. The $25,000 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.
Receiving your Anniversary Spend Award	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.	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 ofany awards, including the Anniversary Spend Award, based upon their specific circumstances.
CMAEUPSP0000230
Page 1 of 1
FDR 996610
Cardmember Agreement: Part 2 of 2
Doc 27304
How Your American Express Account Works
Introduction
About your Cardmember Agreement	This document together with Part 1 make up the	amendments are also part of the Agreement. When you Cardmember Agreement (Agreement) for the Account	use the Account (or you sign or keep the card), you identified on page 1 of Part 1. Any supplements or	agree to the terms of the Agreement.
Changing the Agreement	We may change this Agreement, subject to applicable	some terms may require 45 days advance notice, and law. We may do this in response to the business, legal or	we will tell you in the notice if you have the right to reject competitive environment.	a change. We cannot change certain terms during the We cannot increase the interest rate on existing	first year of your Cardmembership. balances except in limited circumstances. Changes to
Words we use in the Agreement	We, us, and our mean the issuer shown on page 1 of	to your Account, such as purchases, cash advances, Part 1. You and your mean the person who applied for	balance transfers, fees and interest charges. A this Account and for whom we opened the Account. You	purchase is a charge for goods or services. A cash and your also mean anyone who agrees to pay for this	advance is a charge to get cash or cash equivalents. A Account. You are the Basic Cardmember. You may	balance transfer is a charge to pay an amount you owe request a card for an Additional Cardmember (see	on another credit card account. About Additional Cardmembers on page 4 of Part 2). To pay by a certain date means to send your payment Card means any card or other device that we issue to	so that we receive it and credit it to your Account by that access your Account. A charge is any amount added	date (see About your payments on page 2 of Part 2).
About using your card
Using the card	You may use the card to make purchases. At our discre- status or changes to your card number or expiration tion, we may permit you to make cash advances or bal-	date. You must notify the merchants directly if you want ance transfers. You cannot transfer balances from any	them to stop charging your Account. other account issued by us or our affiliates.	Keep your card safe and don’t let anyone else use it. If You may arrange for certain merchants to charge your	your card is lost or stolen or your Account is being used Account at regular intervals. We may (but are not	without your permission, contact us right away. You may required to) tell these merchants about your Account	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, and •	charges that Additional Cardmembers make or permit others to make.
Credit limit and cash advance limit	We assign a Credit Limit to your Account. We may make	You agree to manage your Account so that: part of your Credit Limit available for cash advances	• your Account balance (including fees and interest) is (Cash Advance Limit). There may also be a limit on the	not more than your Credit Limit, and amount you can withdraw from ATMs in a given period.	• your cash advance balance (including fees and The Credit Limit and Cash Advance Limit are shown on	interest) is not more than your Cash Advance Limit. page 1 of Part 1 and on each billing statement. .	We may approve charges that cause your Account We may increase or reduce your Credit Limit and Cash	balance to go over your Credit Limit. If we do this, we Advance Limit. We may do so even if you pay on time	will not charge an overlimit fee. If we ask you to and your Account is not in default.	promptly pay the amount of your Account balance above your Credit Limit, you agree to do so.
Declined transactions	We may decline to authorize a charge. Reasons we may	We are not responsible for any losses you incur if we do do this include suspected fraud and our assessment of	not authorize a charge. And we are not responsible if your creditworthiness. This may occur even if the charge any merchant refuses to accept the card. would not cause you to go over your Credit Limit and your Account is not in default.
Page 1 of 6
About your payments
When you must pay	You must pay at least the Minimum Payment Due by the	Minimum Payment Due in such time and manner by the Payment Due Date. The Minimum Payment Due and	Payment Due Date shown on your billing statement. Payment Due Date are shown on each billing statement.	Each statement also shows a Closing Date. The Closing Each statement also states the time and manner by	Date is the last day of the billing period covered by the which you must make your payment for it to be credited	statement. Each Closing Date is about 30 days after the as of the same day it is received. For your payment to be previous statement’s Closing Date. considered on time, we must receive at least the
How to make payments	Make payments to us in U.S. dollars with:	statement. If we receive it after that time, we will credit •	a single check drawn on a U.S. bank, or	the payment on the day after we receive it. •	a single negotiable instrument clearable through the	If your payment does not meet the above requirements, U.S. banking system, for example a money order, or	there may be a delay in crediting your Account. This •	an electronic payment that can be cleared	through the	may result in late fees and additional interest charges U.S. banking system.	(see How Rates and Fees Work on page 2 of Part 1). When making a payment by mail:	If we decide to accept a payment made in a foreign •	make a separate payment for each account,	currency, we will choose a rate to convert your payment •	mail your payment to the address shown on the pay-	into U.S. dollars, unless the law requires us to use a ment coupon on your billing statement, and	particular rate •	write your Account number on your check or nego-	. tiable instrument and include the payment coupon.	If we process a late payment, a partial payment, or a payment marked with any restrictive language, that will If your payment meets the above requirements, we will	have no effect on our rights and will not change this credit it to your Account as of the day we receive it, as	Agreement long as we receive it by the time disclosed in your billing	g.
How we apply payments and credits	Your Account may have balances with different interest	• After the Minimum Payment Due has been paid, we rates. For example, purchases may have a lower interest	apply your payments to the balance with the highest rate than cash advances. If your Account has balances	interest rate, and then to balances with lower interest with different interest rates, here is how we generally	rates. apply payments in a billing period:	In most cases, we apply a credit to the same balance as • We apply your payments, up to the Minimum Payment the related charge. For example, we apply a credit for a Due, first to the balance with the lowest interest rate,	purchase to the purchase balance. We may apply and then to balances with higher interest rates.	payments and credits within balances, and among balances with the same interest rate, in any order we choose.
About your Minimum Payment Due
How we calculate your Minimum Payment Due	To calculate the Minimum Payment Due for each EXAMPLE: Minimum Payment Due statement, we start with the highest of the following three amounts:	Assume that your New Balance is $3,000, interest is (1)	2% of the New Balance (excluding any overlimit	$29.57 (see the example on the next page), and you amount and late fees on the statement); or	have no overlimit amount, late fees or amounts past (2)	interest charged on the statement plus 1% of the	due. New Balance (excluding any overlimit amount, late	(1) 2% x $3000 = $6000 fees and interest on the statement), not to exceed 4%	(2) $29.57 +, 1% x ($3,.000 - $29.57) = $59.27 of the New Balance; or	(3) $35.00 (3)	$35. Then we add any late fees shown on the statement and	The highest of the three amounts is $60.00. 1/24th of any overlimit amount round to the nearest	So the Minimum Payment Due is $60.00. dollar, and add any amount past due. However, your Minimum Payment Due will not exceed your New Balance.
Adjusting your Minimum Payment Due	If you regularly pay more than the Minimum Payment Due described above, we may adjust it in future billing periods. This may let you make a smaller minimum payment from time to time. But if you then do not regularly pay more than the Minimum Payment Due described above, we will stop adjusting it and return to the formula above. If we start or stop adjusting your Minimum Payment Due, we will do so for at least six billing periods in a row. To adjust the Minimum Payment Due, we will not exclude late fees and the overlimit amount from (1), nor add 1% of the New Balance in (2). Then, if (2) is the highest (but less than 4% of the New Balance), we will add $15. If we do the adjustment, we will not add 1/24th of the overlimit amount or any new late fees in the Minimum Payment Due. We will do this if over six billing periods the sum of your payments is more than the sum of the Minimum Payments Due (not adjusted, except any amount past due is counted only in the first of those six periods). We will also make the adjustment if over six billing periods the sum of the Minimum Payments Due (not adjusted) is not more than $210 and equals the sum of your payments. However, we will not make the adjustment if the sum of Minimum Payments Due is zero and we did not adjust the Minimum Payment Due the last time it was not zero.
Version 996610
Page 2 of 6
About interest charges
When we charge interest We charge interest beginning on the date of each transaction. You can avoid paying interest on purchases as described below. However, you cannot avoid paying interest on cash advances and balance transfers.
If you pay the New Balance on every statement by the Payment Due Date, we will not charge interest on purchases.
If you pay the New Balance on a statement by the Payment Due Date and then you pay less than the New Balance on the following statement by the Payment Due Date, we will not charge interest on the portion of the purchase balance that we apply that payment to. But we will charge interest on unpaid purchases.
If you do not pay the New Balance on a statement by the Payment Due Date and then:
•	you pay the New Balance on the next statement by
the Payment Due Date, we will not charge interest on purchases from the date of your payment to the Closing Date of the billing period in which you made that payment. But we will charge interest on purchases from the beginning of that billing period until the date of your payment.
•	you pay the New Balance on each of the next two statements by their Payment Due Dates, we will not charge interest on purchases on the following statement.
Also, we will not charge interest on purchases on a statement if the Previous Balance on that statement is zero or a credit balance.
How we calculate interest	We calculate interest for a billing period by first figuring the interest on each balance. Different categories of transactions—such as purchases and cash advances—may have different interest rates. Balances within each category may also 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: •	Average Daily Balance (ADB) x •	Daily Periodic Rate (DPR) x •	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 tenthousandth of a percentage point. Your DPRs are shown in How Rates and Fees Work on page 2 of Part 1.	Daily Balance For each day a DPR is in effect, we figure the daily 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.
	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% + 365 days = 0.0438% The Interest is $2,250 x 0.0438% x 30 days = $29.57	
		
Determining the Prime Rate	We use the Prime Rate from the Money Rates section (or successor section) of The Wall Street Journal. The Prime Rate for each billing period is the Prime Rate published in The Wall Street Journal 2 days before 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.
Version 996610
Page 3 of 6
Other important information		
About Additional	At your request, we may issue cards to Additional	You authorize us to give Additional Cardmembers
Cardmembers	Cardmembers. They do not have accounts with us but	information about your Account and to discuss it with
	they can use your Account subject to the terms of this	them.
	Agreement. We may report an Additional Cardmember’s use of your Account to credit reporting agencies.	If you want to cancel an Additional Cardmember’s right to use your Account (and cancel their card) you must tell
	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.	us.
Converting charges made	If you make a charge in a foreign currency, we will	highest interbank rate we identify from customary
in a foreign currency	convert it into U.S. dollars on the date we or our agents	banking sources on the conversion date or the prior
	process it. Unless a particular rate is required by law, we	business day. This rate may differ from rates that are in
	will choose a conversion rate that is acceptable to us for	effect on the date of your charge. We will bill charges
	that date. The rate we use is no more than the highest	converted by establishments (such as airlines) at the
	official rate published by a government agency or the	rates they use.
Changing your	You must notify us immediately if you change the:	If you have more than one account, you need to notify
billing address	• mailing address to which we send billing	us separately for each account.
	statements; 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	We may:	We may do any of these things at our discretion, even if
your Account	•	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	you pay on time and your Account is not in default. If your Account is cancelled, you must destroy your cards.
	cancelled or suspended.	We may agree to reinstate your Account after a
	If we do any of these, you must still pay us for all charges under the terms of this Agreement.	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.
About default	We may consider your Account to be in default if:	If we consider your Account in default, we may:
	• you violate a provision of this Agreement,	• suspend your ability to make charges,
	• you give us false information,	• cancel or suspend any feature on your Account,
	• you file for bankruptcy,	• require you to pay more than your Minimum Payment
	• you default under another agreement you have with us	Due immediately, and
	or an affiliate, •	you become incapacitated or die, or •	we believe you are unable or unwilling to pay your	• require you to pay your Account balance immediately.
	debts when due.	
Collection costs	You agree to pay all reasonable costs, including attorneys’ fees, that we incur to collect amounts you owe.	
Credit reports	You agree that we may obtain credit reports about you,	term of this Agreement. This may have a negative
	investigate your ability to pay, and obtain information	impact on your credit record.
	about you from other sources. And you agree that we may use such information for any purposes, subject to	If you believe information we have given to a credit reporting agency is incorrect, write to us at: American
	applicable law.	Express Credit Bureau Unit, P.O. Box 981537, El Paso,
	You agree that we may give information about your	TX 79998-1537. When you write to us, tell us your
	Account to credit reporting agencies. We may tell a credit	Account number and the specific information you
	reporting agency if you fail to comply with any	believe is incorrect.
Sending you notices	We mail you notices through the U.S. mail, postage prepaid, and address them to you at the latest billing address on our records. Any notice that we send you this way is deemed to be given when deposited in the U.S. mail.	
We may contact you	From time to time, we may contact you about topics	of customer service or when it is required by law.
	ranging from servicing to marketing offers to collecting amounts you owe. We may monitor and record phone calls between you (or any Additional Cardmembers on your Account) and us. We do this to ensure the quality	You can choose to not receive marketing offers from us. To do this, call us at 1-800-297-8378 or log on to www.americanexpress.com/communications
Version 996610
Page 4 of 6
About insurance products	We or our affiliates may tell you about insurance and	Company or another affiliate is the insurer or reinsurer. non-insurance products, services or features that may	Compensation may influence what products and have a fee. One of our affiliates may act on behalf of a	providers we or our affiliates tell you about. provider of these products. The affiliate may be	We may share information about you with our affiliates compensated for this. The insurance products are not	so they can identify products that may interest you.	We offered or sold by us or on our behalf. Our affiliates may	may be compensated for this information. get additional compensation when Amex Assurance
How we handle electronic debits from your checking account	When you pay us by check, you authorize us to	If we do this, your payment may be deducted from your electronically deduct the amount from your bank or other	bank or other asset account on the same day we asset account.	receive your check. Also, you will not receive that We may process the check electronically by transmitting	cancelled check with your bank or asset account billing statement. to your financial institution:	saemen. •	the amount,	If we cannot collect the funds electronically, we may •	the routing number,	issue a draft against your bank or other asset account •	the account number, and	for the amount of the check. •	the check serial number.
ExpressPay	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.
Privacy Act of 1974 notice	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.
Convenience checks	Convenience checks (including balance transfer checks) the fee to the same balance that we add the are checks that we may send you to access your	convenience check transaction to. Account. The following terms will apply to use of those	We will charge $29 each time you ask us to stop checks unless otherwise disclosed with the check.	payment on a convenience check. If you use a convenience check, we may decline it. If we	A convenience check is not a card. You may not use decline it, you may have to pay returned check fees or	convenience checks to pay this or any other account other penalties to whomever you wrote the check.	with us or our affiliates. If you use a convenience check, If you use a convenience check and we honor it, we will	we will apply the: charge interest beginning as of the date we receive the	• cash advance APR if you make it payable to cash, check. You cannot avoid paying interest on convenience	to you, or to a bank, brokerage or similar asset account, check transactions.	or to a mortgage or insurance provider. We will charge a fee for each convenience check	• purchase APR if you make it payable to a merchant. transaction. This fee is 3% of the transaction, with a	• balance transfer APR if you use it to transfer a minimum of $5. This fee is a finance charge. We will add balance from another creditor. • penalty APR if it applies to your Account.
Changing benefits	We have the right to add, modify or delete any benefit, service, or feature of your Account at our discretion.
Assigning the Agreement	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.
Assigning claims	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	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.
Version 996610
Page 5 of 6
Arbitration
This Arbitration provision sets forth the circumstances and procedures under which claims may be arbitrated instead of litigated in court.
Definitions
As used in this Arbitration provision, the term claim means any claim, dispute or controversy between you and us arising from or relating to your Account, this Agreement, the Electronic Funds Transfer Services Agreement, and any other related or prior agreement that you may have had with us, or the relationships resulting from any of the above agreements, except for the validity, enforceability or scope of this Arbitration provision. For purposes of this Arbitration provision, you and us also includes any corporate parent, or wholly or majority owned subsidiaries, affiliates, any licensees, predecessors, successors, assigns, any purchaser of any accounts, all agents, employees, directors and representatives of any of the foregoing, and other persons referred to below in the definition of claims. Claim includes claims of every kind and nature, including but not limited to, initial claims, counterclaims, crossclaims and third-party claims and claims based upon contract, tort, fraud and other intentional torts, statutes, regulations, common law and equity. Claim also includes claims by or against any third party using or providing any product, service or benefit in connection with any account (including, but not limited to, credit bureaus, third parties who accept the card, third parties who use, provide or participate in fee-based or free benefit programs, enrollment services and rewards programs, credit insurance companies, debt collectors and all of their agents, employees, directors and representatives) if and only if, such third party is a party in connection with the claim. The term claim is to be given the broadest possible meaning that will be enforced and includes, by way of example and without limitation, any claim, dispute or controversy that arises from or relates to (a) any of the accounts created under any of the agreements, or any balances on any such accounts, (b) advertisements, promotions or oral or written statements related to any such accounts, goods or services financed under any of the accounts or the terms of financing, (c) the benefits and services related to Cardmembership (including fee-based or free benefit programs, enrollment services and rewards programs), and (d) your application for any account. We shall not elect to use arbitration under this Arbitration provision for any claim that you properly file and pursue in a small claims court of your state or municipality so long as the claim is individual and pending only in that court.
Initiation of Arbitration
Any claim shall be resolved, upon the election by you or us, by arbitration pursuant to this Arbitration provision and the code of procedures of the arbitration organization to which the claim is referred in effect at the time the claim is filed (code), except to the extent the code conflicts with this Agreement. Claims shall be referred to either JAMS or the American Arbitration Association (AAA), as selected by the party
electing to use arbitration. If our selection of either of these organizations is unacceptable to you, you may select the other organization within 30 days after you receive notice of our selection. For a copy of the code, to file a claim or for other information, contact either JAMS (1920 Main St #300, Irvine, CA 92614 or jamsadr.com) or AAA (335 Madison Ave, New York, NY 10017 or adr.org).
In addition to the organizations listed above, claims may be referred to any other arbitration organization that is mutually agreed upon in writing by you and us, or to an arbitration organization or arbitrator(s) appointed pursuant to § 5 of the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as it may be amended (FAA), provided that any such organization and arbitrator(s) will enforce the terms of the Restrictions on Arbitration subsection set forth below.
Significance of Arbitration
IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM. FURTHER, YOU AND WE WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. EXCEPT AS SET FORTH BELOW, THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING. NOTE THAT OTHER RIGHTS THAT YOU OR WE WOULD HAVE IF YOU WENT TO COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.
Restrictions on Arbitration
IF EITHER PARTY ELECTS TO RESOLVE A CLAIM BY ARBITRATION, THAT CLAIM SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC, OTHER CARDMEMBERS OR OTHER PERSONS SIMILARLY SITUATED. The arbitrator’s authority to resolve claims is limited to claims between you and us alone, and the arbitrator’s authority to make awards is limited to awards to you and us alone. Furthermore, claims brought by you against us, or by us against you, may not be joined or consolidated in arbitration with claims brought by or against someone other than you, unless agreed to in writing by all parties. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Notwithstanding any other provision of this Agreement (including but not limited to the Continuation subsection below) and without waiving either party’s right to appeal such decision, should any portion of this Restrictions on Arbitration subsection be deemed invalid or unenforceable, then the entire Arbitration provision (other than this sentence) shall not apply.
Arbitration Procedures
This Arbitration provision is made pursuant to transactions involving interstate commerce and shall be governed by the FAA. The arbitration shall be governed by the applicable code, except that this Agreement shall apply if there are any conflicts. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations, shall honor claims of privilege recognized at law, and, at the timely request of either party, shall provide a brief written explanation of the basis for the decision. The arbitration proceeding shall not be governed by any federal or state rules of civil procedure or rules of evidence. Any party may request that the arbitrator expand the scope of discovery by doing so in writing and copying any other parties, who shall have 15 days to make objections. The arbitrator will notify the parties of his/her decision within 20 days of any objecting party’s submission. The arbitrator shall take reasonable steps to preserve privacy. The arbitrator’s award shall be final and binding, except for any right of appeal provided by the FAA; however, either party shall have 30 days to appeal that decision by notifying the arbitration organization and any other parties in writing. The organization will then appoint a three-arbitrator panel which shall consider anew any aspect of the decision objected to by the appealing party. The panel shall issue its decision, by majority vote, within 120 days of the appealing party’s written notice. Judgment upon any award rendered by the arbitrator or panel may be entered in any court having jurisdiction.
Location of Arbitration
Arbitration hearings you attend shall take place in the federal judicial district of your residence.
Payment of Fees
You will be responsible for paying your share, if any, of the arbitration fees (including filing, administrative, hearing and/or other fees), but only up to the amount of the filing fees you would have incurred if you had brought a claim in the state or federal court closest to your billing address that would have had jurisdiction. We will be responsible for any additional arbitration fees. At your written request, we will consider in good faith making a temporary advance of all or part of your share of any arbitration fees. You will not be assessed any arbitration fees in excess of your share if you do not prevail in any arbitration with us.
Continuation
This Arbitration provision shall survive termination of your Account; voluntary payment of the Account balance in full by you; any legal proceeding by you or us to collect a debt owed by the other; any bankruptcy by you or us; and any sale by us of your Account (in the case of a sale, its terms shall apply to the buyer of your Account). If any portion of this Arbitration provision, except as otherwise provided in the Restrictions on Arbitration subsection, is deemed invalid or unenforceable, it shall not invalidate the remaining portions of this provision.
Version 996610
Page 6 of 6