IMPORTANT INFORMATION ABOUT YOUR EXXONMOBIL CREDIT CARD ANNUAL PERCENTAGE RATE FOR PURCHASES 21.00% (variable) DELINQUENCY RATE* 24.00% (variable); none in PR VARIABLE RATE INFORMATION Your APR may vary each billing period. The APR in effect in a billing period will be The Wall Street Journal “Prime Rate” published in the “Money Rates” section on the last day of the calendar month preceding the first day of the billing period, plus 13.9% (or 17.9% for the Delinquency Rate). The APR will be no less than 21.00% (or 24.00% for the Delinquency Rate) and no more than 27.36%. GRACE PERIOD FOR REPAYMENT OF THE BALANCE FOR PURCHASES 26 days, if there is no previous balance or the balance is fully paid. Otherwise none. METHOD OF COMPUTING THE BALANCE FOR PURCHASES Average daily balance (Including new purchases) MINIMUM FINANCE CHARGE $1.50 ($.50 in IA; $0 in PR)

Late Payment Fee: $9 if the account balance at the time the delinquent Minimum Payment is calculated is $25-$99.99; $14 if this balance is $100-$199.99; and $19 ($15 in IA) if this balance is $200 or more. No late fee will be imposed if the account balance at the time the delinquent Minimum Payment is calculated is less than $25. No Late Payment Fee is imposed in PR.

*The Delinquency Rate will apply if all or part of at least two Minimum Payments are past due at the end of a billing period. Once in effect, if you are not late with any required Minimum Payment for six consecutive billing periods, the rate will be equal to the rate applicable to your account immediately before the Delinquency Rate was imposed.

The information about the costs of the card described above is accurate as of 3/31/02. This information may have changed after that date. To find out about what may have changed, write us at P.O. Box 103031, Roswell, GA 30076.

GE Money Bank
CREDIT CARD AGREEMENT
RETAIL INSTALMENT CREDIT AGREEMENT
Nonnegotiable Consumer Note

1. GENERAL. This Agreement (“Agreement”) governs the use of your ExxonMobil credit card account (your “Account”). Please read and keep this Agreement for your records. In this Agreement and in your billing statement (“Statement”), “we”, “us”, and “our” refer to GE Money Bank, 4246 South Riverboat Rd, Suite 200, Salt Lake City, UT 84123-2551, our assignees, or other holders of this Agreement or your Account. “You” and “your” refer to all persons who are approved by us to use the Account. “Card” refers to your ExxonMobil Credit Card. The effective date (“Effective Date”) of this Agreement will be the earlier of (i) the date you submit an Account application that is approved by us, or (ii) the first date that you or someone authorized by you uses the Account [in NY, the first date that you or someone authorized by you signs a sales slip or memorandum indicating a Purchase (as defined herein) on the Account]. You may use your Card to make Purchases on credit from time to time under your Account, up to any credit limit we may establish for your Account (your “Credit Limit”). We reserve the right to decline to authorize any Purchase or to change your Credit Limit at any time. You agree to use your Account only for personal, family or household purposes.

2. PROMISE TO PAY. When you submit your Application for this Account, you agree to be bound by this Agreement. You promise to pay us for all credit that we extend on your Account for purchases (including mail, Internet, catalog and phone orders, if any) of goods or services (“Purchase(s)”) and all other amounts owed to us under the terms of this Agreement. If your Account is a joint Account, (i) each of you is bound by this Agreement; (ii) each of you may use the Account, up to any Credit Limit; and (iii), and each of you jointly and individually promises to pay us, and may be held liable for, all amounts owed to us on your Account.

3. FINANCE CHARGES.

A. STANDARD RATE. When your Account has a balance subject to Finance Charge (as described in Paragraph 5 below), we will assess a Finance Charge calculated by applying a daily (monthly in PR) periodic rate (“periodic rate”) to that balance. In all states, your periodic rate and corresponding Annual Percentage Rate will vary. The periodic rate applied in any billing period will be equal to 1/365 (1/12 in PR) of the total of (i) the highest bank prime loan rate as published in The Wall Street Journal in its Money Rates section (“prime rate”) on the last business day of the calendar month preceding the first day of such billing period and (ii) 13.9%. However, the periodic rate will in no event be less than .05754% (1.7500% in PR) (ANNUAL PERCENTAGE RATE 21.00%) or more than .07496% (2.2800% in PR) (ANNUAL PERCENTAGE RATE 27.36%). If the prime rate increases, the periodic rate and corresponding Annual Percentage Rate may increase, and as a result the Finance Charge, the Minimum Payment and the number of payments may also increase. Any new periodic rate will apply to your entire Account balance.
      The periodic rate under the above formula as of March 31, 2002 was .05754% and the corresponding ANNUAL PERCENTAGE RATE was 21.00%.
      The ANNUAL PERCENTAGE RATE may sometimes be referred to as “APR”.

B. DELINQUENCY RATE. If all or a part of at least two Minimum Payments are past due at the end of a billing period, a “Delinquency Rate” (instead of the periodic rate disclosed in Paragraph 3.A.) may be applied to all existing balances on your Account and all new transactions beginning with the first day of the billing period that begins after the Payment Due Date for the second Minimum Payment that was not made on time. In all states, the Delinquency Rate will vary and will be equal to 1/365 of the total of the prime rate plus 17.9%, but in no event less than .06576% (ANNUAL PERCENTAGE RATE 24.00%) or more than .07496% (ANNUAL PERCENTAGE RATE 27.36%). The Delinquency Rate under the above formula as of March 31, 2002 was .06576% and the corresponding ANNUAL PERCENTAGE RATE was 24.00%. After you have made your required Minimum Payment (if any) by the Payment Due Date in six consecutive billing periods, beginning with the first day of the billing period that begins after the Payment Due Date for the sixth consecutive billing period for which you made the required Minimum Payment, the periodic rate will be equal to the rate that was applicable to your Account immediately before the Delinquency Rate was imposed. The Delinquency Rate does not apply in PR.

C. MINIMUM FINANCE CHARGE. A minimum FINANCE CHARGE of $1.50 ($.50 in IA) will be assessed for any billing period in which a Finance Charge is due. No minimum FINANCE CHARGE will be assessed in PR.

4. MAIL ORDER MERCHANDISE. Periodically, you may receive mail order merchandise offers. If the offer permits you to pay for the merchandise in installments and you elect the installment option, one installment will be added to each monthly Minimum Payment until repaid in full. If the offer does not permit you to pay for the merchandise in installments or you do not elect the installment option, the entire purchase price will be added to your Account as a new Purchase. A merchandise installment payment that is not paid by the payment due date is included in the daily balance subject to finance charge on the first day in the next billing period.

5. BALANCE SUBJECT TO FINANCE CHARGE. There will be no balance subject to Finance Charge for a billing period if there is no Previous Balance on your Account for the billing period or the sum of your payments and credits on your Account during the billing period is at least equal to the Previous Balance.
      In all states except PR, each day during the billing period, we will figure a “Daily Balance” on your Account. The Daily Balance is determined by taking the beginning balance for that day, which includes any unpaid Finance Charges, adding any new Purchases and other debits assessed that day, and subtracting any payments made and credits issued on that day. This gives us the Daily Balance. Any negative Daily Balance less than zero will be treated as zero. We then multiply the Daily Balance by the applicable periodic rate and add that daily Finance Charge to the balance to determine that day’s closing balance, which will be the beginning balance for the following day. At the end of the billing period, we add up the results of the daily Finance Charge calculations to get the total Finance Charge for the billing period. Exxon Travel Club dues, Credit Card Protection fees, Mobil + Membership Fees, Mobil Auto Club dues, Late Payment Fees, Returned Check Fees and insurance premiums, if any, are not included in the daily balance.
      In PR, we figure the balance subject to Finance Charge using the “Average Daily Balance” calculation method. Each day we take the beginning balance of your Account, and subtract any payments, other credits applied to that balance that day, and any unpaid Finance Charges. We also add any new Purchases and other charges assessed that day. This gives us the daily balance. Then we add up all the daily balances in the billing period and divide the total by the number of days in the billing period. This gives us the Average Daily Balance. Any Average Daily Balance of less than zero will be treated as zero. Exxon Travel Club dues, Credit Card Protection fees, Mobil + Membership Fees, Mobil Auto Club dues, Late Payment Fees, Returned Check Fees and insurance premiums, if any, are not included in the daily balance.

6. WHEN FINANCE CHARGES BEGIN TO ACCRUE. If there is no Previous Balance for the billing period or the sum of your payments and credits for the billing period is at least equal to the Previous Balance, new Purchases and other charges in that billing period will begin to accrue a Finance Charge as of the first day of the next billing period if a Finance Charge is imposed in the next billing period. If there is a Previous Balance for the billing period, including any balance of Purchases made under any Special Payment Plan, and the sum of your payments and credits for a billing period is not at least equal to that Previous Balance, new Purchases and other charges will begin to accrue a Finance Charge from the later of the date of the transaction or the first day of the billing period in which the transaction is posted to your Account.

7. PAYMENTS. Unless otherwise provided for in a Special Payment Plan, when there is a New Balance shown on your Statement, you agree to pay at least the Minimum Payment called for on that Statement, in time for receipt by us by the Payment Due Date shown on the Statement. Your Minimum Payment will be the amount shown in the following table, rounded to the next highest dollar.

New Balance	Minimum Payment
$0 through $10	Payable in Full
Over $10	Greater of 1/10th or $10

In addition, your Minimum Payment will also include (i) any past due amounts and (ii) the amount of any installment due on mail order merchandise payable in installments.
      You may at any time pay entire balance in full or more than the Minimum Payment. All payments, except Disputed Payments (as defined below), must be mailed or delivered to us at the address shown on your Statement (the “Payment Address”). Any payments received after 5:00 p.m. on any business day will be credited on the next business day. Credit to your Account may be delayed up to five days if payment is (a) not received at the Payment Address, (b) not made in U.S. dollars drawn on a U.S. financial institution located in the U.S., or (c) not accompanied by the top portion of your Statement. Delayed crediting may cause you to incur a Late Payment Fee, or additional Finance Charges, or may cause your Account to be subject to the Delinquency Rate. You understand, however, that payments may not be made, and may not be deemed received by us, at any location other than the Payment Address. Although we post your payments in the manner described above, in certain limited circumstances, your available Credit Limit may not be restored for up to seven days (or longer, in rare circumstances) after we receive your payment. All credits for payments to your Account are subject to final payment by the institution on which the item of payment was drawn.
      We reserve the right to select the method by which payments and credits are allocated to your Account in our sole discretion. Depending on how you use your Account, such as when you make payments, the amount of your payments and the types of transactions you make, the particular payment allocation method that we use may result in higher amounts of Finance Charges on your Account.
      All written communications concerning disputed amounts, including any check or other payment instrument that (i) indicates that the payment constitutes “payment in full” or is tendered as full satisfaction of a disputed amount, or (ii) is tendered with other conditions or limitations (“Disputed Payments”), must be mailed or delivered to us at the address for billing inquiries shown on the Statement, not the Payment Address.

8. FEES.

A. LATE PAYMENT FEE. We may impose a Late Payment Fee, based on your total Account balance at the time your delinquent Minimum Payment was calculated, as indicated below, if we have not received your Minimum Payment by the Payment Due Date shown on your Statement.

Account Balance	Late Payment Fee
Under $25	$0
$25-$99.99	$9.00
$100-$199.99	$14.00
$200 or above	$19.00 ($15.00 in IA)

We do not impose a Late Payment Fee in PR.

B. RETURNED CHECK FEE. We may impose a Returned Check Fee of $10 if any check or other instrument sent to us or any electronic payment authorization you provide us in payment on your Account is not honored upon first presentment, even if the check, instrument or electronic authorization is later honored. We do not impose a Returned Check Fee in PR.

9. SPECIAL PAYMENT PLANS. From time to time you may be offered special promotional terms which (subject to specified conditions) reduce the cost of credit under this Agreement or otherwise modify the terms of this Agreement with respect to certain Purchases on your Account (“Special Payment Plans”). The standard provisions of this Agreement apply to any Special Payment Plan, unless otherwise provided under the Special Payment Plan offering, and will continue to apply to any and all transactions that are not subject to a Special Payment Plan.

10. TERMINATION/CHANGE IN TERMS. You may at any time terminate this Agreement. We may, at any time and subject to applicable law: (a) terminate this Agreement; (b) terminate your right to make future Purchases; (c) change your Credit Limit; or (d) change or delete any term or condition of, or add new terms to, this Agreement relating to your Account. Unless prohibited by applicable law, we may apply any changed or new terms to any outstanding balance of your Account on the effective date of the change and to any future balances created after that date. When required by applicable law, we will mail a notice of any change(s) or addition(s) to you. Upon any termination of this Agreement you will continue to be obligated to pay all amounts owing under, and to otherwise perform the terms and conditions of, this Agreement.

11. DEFAULT. Subject to the limitations of applicable law, we may declare that you are in default under this Agreement if you (a) fail to make at least the Minimum Payment when due; (b) violate any other term of this Agreement; or (c) become the subject of a bankruptcy or insolvency proceeding. After your default or your death, and subject to the limitations of applicable law, we have the right to: (i) reduce your Credit Limit; (ii) terminate your Account, in which case the terms of this Agreement will apply until full payment is received of the amount owing on your Account, including Finance Charges which we will continue to impose to the date of full payment; (iii) require immediate payment of your entire Account balance, including Special Payment Plan balances, all accrued but unpaid Finance Charges, and all fees and other charges listed in this Agreement; (iv) bring an action to collect all amounts owed; and (v) take any action allowed by law. If, after your default, we refer your Account for collection to an attorney who is not our salaried employee, we may, to the extent permitted by applicable law, charge and collect from you our collection costs, including court costs and reasonable attorneys’ fees.

12. LIABILITY FOR UNAUTHORIZED USE. The Card is issued to you by us at your request and you agree to destroy it upon demand. You may be liable for the unauthorized use of the Card. You agree to promptly notify us if your Card is lost or stolen or of possible unauthorized use of your Card by writing to P.O. Box 103028, Roswell, GA 30076 or by calling us at 1-800-344-4355. You will not be liable for unauthorized use that occurs after you notify us of the loss, theft, or possible unauthorized use and, in any case, your liability for unauthorized use will not exceed $50 (in NY, you will have no liability for unauthorized use of the Card prior to the Effective Date). If you orally give us notice concerning loss or theft, you agree to confirm it in writing. You agree that unauthorized use does not include use by a person whom you have given authority to use the Account or Card and that you will be liable for all use by such a person. To terminate that authority, you must notify us at 1-800-344-4355.

13. CREDIT REPORTS AND ACCOUNT INFORMATION. You give us permission to request information and to make whatever inquiries we consider necessary and appropriate (including obtaining information from third parties and requesting consumer reports from consumer reporting agencies) for the purpose of considering your application for this Account and subsequently, in connection with any updates, renewals or extensions of credit or reviewing or collecting your Account. You also authorize us to report information concerning you or your Account, including information about your performance under this Agreement, to consumer reporting agencies and others who may properly receive such information. If you believe that we have reported inaccurate information about you to a consumer reporting agency, please contact us at P.O. Box 103065, Roswell, GA 30076-9065. In doing so, please identify the inaccurate information and tell us why you believe it is incorrect. If you have a copy of the credit report that includes the inaccurate information, please send a copy of that report to us as well. You are hereby notified that a negative credit report reflecting on your credit record may be submitted to a consumer reporting agency if you fail to fulfill the terms of this Agreement.

14. USE OF INFORMATION ABOUT YOU AND YOUR ACCOUNT. You authorize and direct us to furnish information about you and your Account to Exxon Mobil Corporation (and its affiliates) for use in connection with the ExxonMobil Credit Card program, including to create and update their customer records for you, to assist them in better serving you, and to provide you with notices of special promotions, catalogs and tailored offerings. In addition, you agree to the use of information about you and your Account described in the Privacy Policy. The Privacy Policy is made a part of this Agreement and is enclosed or attached hereto.

15. TELEPHONE MONITORING. We treat every customer call confidentially. To ensure that you receive accurate and courteous customer service, on occasion your call may be monitored by other employees and you agree to any such monitoring. A license to use service observing equipment has been obtained from the Georgia Public Service Commission.

16. NO WAIVER BY US. We reserve the right, at any time and in our sole discretion, not to impose part or all of any fee or other amount imposed pursuant to this Agreement or not to exercise any of our other rights under this Agreement and, should we do so, we will not waive our right to impose such fee or other amount or exercise the right as set forth in this Agreement in the future. Without limiting the foregoing, we may, at our option: (a) accept late or partial payments or checks or money orders marked “payment in full” or tendered with other conditions or limitations, (b) agree to extend the due date of any payment due under this Agreement for any length of time, (c) release any security interest we have in connection with this Agreement, and/or (d) release any other person responsible under this Agreement, without notifying you and without releasing you from your obligation to pay all amounts owing under this Agreement in full, or to otherwise perform the terms and conditions of this Agreement.

17. CHANGE OF ADDRESS. You agree to notify us promptly if you change your address. Until we are notified that your address has changed, we will continue to send Statements and other notices to the last address we maintained on your Account. You agree that when we are notified that you have a new address, the terms of this Agreement specifically applicable to the residents of your new state of residence will apply to the entire balance of your Account. If your Account is a joint Account, each of you appoints the other(s) as your agent to designate the address to which the Statement (and any other notices) may be sent to you by us.

18. ARBITRATION PROVISION. This Arbitration Provision sets forth the circumstances and procedures under which a Claim or Claims (as defined below) may be arbitrated instead of litigated in court. This Arbitration Provision supersedes and replaces any existing arbitration provision between you and us. This Arbitration Provision does not apply in PR.
      As used in this Arbitration Provision, the term “Claim” or “Claims” means any claim, dispute or controversy between you and us arising from or relating to this Cardholder Agreement (the “Agreement”), any prior agreement that you may have had with us or the relationships resulting from the Agreement or any prior agreement, including the validity, enforceability or scope of this Arbitration Provision, the Agreement or any prior agreement. “Claim” or “Claims” includes claims of every kind and nature, between you and us, including but not limited to initial claims, counterclaims, cross-claims and third-party claims and claims based upon contract, tort, fraud and other intentional torts, constitutions, statute, regulation, common law and equity (including any claim for injunctive or declaratory relief). The term “Claim” or “Claims” is to be given the broadest possible meaning and includes, by way of example and without limitation, any claim, dispute or controversy between you and us that arises from or relates to (a) the credit card account (“Account”) created by the Agreement or any prior agreement, or any balances on the Account, (b) the goods or services (including insurance or extended service contracts, if any) charged to the Account, (c) advertisements, promotions or oral or written statements related to the Account, goods or services financed under the Account or the terms of financing, (d) your application for the Account and (e) the origination or servicing of the Account or any prior agreement and the collection of amounts owed by you to us.
      This Arbitration Provision will not apply to Claims previously asserted, or which are later asserted, in lawsuits filed before the effective date of this Arbitration Provision or any prior arbitration provision between you and us, whichever is earlier. However, this Arbitration Provision will apply to all other Claims, even if the facts and circumstances giving rise to the Claims existed before the effective date of this Arbitration Provision.
      Upon your or our delivery of a written notice to the other party, including a written notice after the commencement of a lawsuit or a notice contained in court filings in any such lawsuit, any Claim shall be resolved by arbitration pursuant to this Arbitration Provision and the applicable rules of either the American Arbitration Association (“AAA”), JAMS (“JAMS”) or the National Arbitration Forum (“NAF”) in effect at the time the Claim is filed. You may select one of these organizations to serve as the arbitration administrator if you initiate an arbitration against us or if either you or we compel arbitration of a Claim which the other party has brought in court. In addition, if we intend to initiate an arbitration against you, we will notify you in writing and give you 20 days to select one of these organizations to serve as the arbitration administrator; if you fail to select an administrator within that 20-day period, we will select one. In all cases, the arbitrator(s) should be a lawyer with more than 10 years of experience or a retired judge. If for any reason the selected organization is unable or unwilling or ceases to serve as the arbitration administrator, you will have 20 days to select a different administrator from the above list; if you fail to select a different administrator within the 20-day period, we will select one. In all cases, with respect to Claims covered by this Arbitration Provision, a party who has asserted a Claim in a lawsuit in court may elect arbitration with respect to any Claim(s) subsequently asserted in that lawsuit by any other party or parties.
      We agree that we will not elect to arbitrate an individual Claim that you bring against us in small claims court or your state’s equivalent court, if any; however, if that Claim is transferred or appealed to a different court, we reserve our right to elect 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, OR TO ENGAGE IN PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED FOR IN THE APPLICABLE ARBITRATION RULES. FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS A REPRESENTATIVE OR 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 WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. THE FEES CHARGED BY THE ARBITRATION ADMINISTRATOR MAY BE GREATER THAN THE FEES CHARGED BY A COURT.
      There shall be no authority for any Claims to be arbitrated on a class action basis. Furthermore, Claims brought by or against one cardholder (or joint cardholders) may not be joined or consolidated in the arbitration with Claims brought by or against any other cardholder. Any arbitration hearing that you attend shall take place in the federal judicial district of your residence. At your written request, we will pay all fees up to $2,500 charged by the arbitration administrator for Claim(s) asserted by you in the arbitration, after you have paid an amount equivalent to the fee, if any, for filing such Claim(s) in state or federal court (whichever is less) in the judicial district in which you reside. (If you have already paid a filing fee for asserting the Claim(s) in court, you will not be required to pay that amount again.) If you are required to pay any fees in excess of $2,500 to the arbitration administrator (“additional fees”), we will consider a request by you to pay all or part of the additional fees. To the extent that we do not approve your request, if the arbitrator issues an award in your favor, we will still reimburse you for additional fees paid or owed by you to the arbitration administrator as follows: (1) in the case of additional fees calculated on the basis of the dollar amount of your Claim or the value of the relief you sought, we will reimburse you in an amount equal to the fees you would have paid if the dollar amount of your Claim or the value of the relief you sought had been the amount or value of the award granted in your favor and (2) in the case of other additional fees that were not calculated on the basis of the dollar amount of your Claim or the value of the relief you sought, we will reimburse you for the amount of such additional fees. However, if applicable law requires us to reimburse you for any greater amount(s), the applicable law will control. If the arbitrator issues an award in our favor, you will not be required to reimburse us for any of the fees we have previously paid to the administrator or for which we are responsible. Each party shall bear the expense of that party’s attorneys, experts and witnesses, regardless of which party prevails in the arbitration, unless applicable law and/or this Agreement gives a party the right to recover any of those fees from the other party. Notwithstanding the foregoing, if the arbitrator determines that any Claim or defense (or the amount of any Claim) is frivolous or is wrongfully intended to oppress the other party, the arbitrator may impose on the party making the frivolous or oppressive Claim or defense, and/or on such party’s counsel, any fees and expenses reasonably incurred by the other party (including arbitration administration fees and attorney, expert and witness fees) as a result, to the extent such fees and expenses could properly be imposed on such party or counsel under Rule 11 of the Federal Rules of Civil Procedure and to the extent such imposition is consistent with applicable law.
      This Arbitration Provision is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. Sections 1 et seq. The arbitrator shall apply applicable substantive law consistent with the FAA and applicable statutes of limitations and 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 award. In conducting the arbitration proceeding, the arbitrator shall not apply the federal or any state rules of civil procedure or rules of evidence. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding, except for any right of appeal provided by the FAA and except that, if the amount in controversy exceeds $100,000, any party can appeal the award to a three-arbitrator panel administered by the arbitration administrator which shall reconsider de novo any aspect of the initial award requested by the appealing party. The decision of the panel shall be by majority vote. The costs of such an appeal will be borne by the appealing party regardless of the outcome of the appeal, provided that we will consider in good faith any request for us to bear all or any part of such fees if you are the appealing party.
      As solely used in this Arbitration Provision, the terms “we” and “us” shall for all purposes mean GE Money Bank, and its parents, wholly or majority owned subsidiaries, affiliates, predecessors, successors, assigns, employees, officers and directors.
      This Arbitration Provision shall survive termination of your Account as well as the repayment of all amounts borrowed from us. If any portion of this Arbitration Provision is deemed invalid or unenforceable under any law or statute consistent with the FAA, it shall not invalidate the remaining portions of this Arbitration Provision or the Agreement. In the event of a conflict or inconsistency between the applicable arbitration rules and this Arbitration Provision, this Arbitration Provision shall govern.

19. GOVERNING LAW. This Agreement and your Account and any claim, dispute or controversy arising from or relating to this Agreement or your Account, whether based on contract, tort, fraud and other intentional torts, statute, common law and/or equity, are governed by and construed in accordance with the laws of the State of Utah (without regard to internal principles of conflicts of law), and applicable federal law. The legality, enforceability and interpretation of this agreement and the amounts contracted for, charged and received under this Agreement will be governed by such laws. This Agreement is entered into between you and us in Utah. We make decisions about granting credit to you from, extend credit to you under this agreement from, and accept your payments in, Utah.

20. ASSIGNMENT. We may sell, assign or transfer all or any portion of your Account or any balances due under your Account without prior notice to you. You may not sell, assign or transfer your Account or any of your obligations under this Agreement.

21. SEVERABILITY. If any provision of this Agreement is determined to be void or unenforceable under applicable law, rule, or regulation, all other provisions of this Agreement shall still be valid and enforceable.

22. ENTIRE AGREEMENT. This Agreement, together with any application you signed or otherwise submitted in connection with the Account (which is hereby incorporated by reference in this Agreement), constitutes the entire agreement between you and us relating to your Account and supersedes any other prior or contemporaneous agreement between you and us relating to your Account. This Agreement may not be amended except in accordance with the provisions of this Agreement.

MARYLAND RESIDENTS: Under section 12-510 of the Commercial Law Code, you have the right to receive an answer to a written inquiry concerning the status of your Account.

NEW JERSEY RESIDENTS: Because certain provisions of this Agreement are subject to applicable laws, they may be void, unenforceable or inapplicable in some jurisdictions. None of these provisions, however, is void, unenforceable or inapplicable in New Jersey.

OHIO RESIDENTS: The Ohio laws against discrimination require that all creditors make credit equally available to all credit worthy customers, and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with this law.

PUERTO RICO RESIDENTS: You may request a copy of this Agreement in Spanish.

NOTICE TO APPLICANT: (A) DO NOT SIGN THE APPLICATION/AGREEMENT BEFORE YOU READ IT OR IF THIS AGREEMENT CONTAINS ANY BLANK SPACES. (B) YOU ARE ENTITLED TO A COMPLETELY FILLED IN COPY OF THIS AGREEMENT. KEEP A COPY OF THIS AGREEMENT TO PROTECT YOUR LEGAL RIGHTS. (C) YOU MAY AT ANY TIME PAY OFF THE FULL UNPAID BALANCE UNDER THIS AGREEMENT WITHOUT INCURRING ANY ADDITIONAL CHARGE. (D) YOU MAY UNDER CERTAIN CIRCUMSTANCES REDEEM THE PROPERTY, IF REPOSSESSED BECAUSE OF YOUR DEFAULT, AND YOU MAY, UNDER CERTAIN CONDITIONS, REQUIRE A RESALE OF THE PROPERTY IF REPOSSESSED. (E) THE SELLER HAS NO RIGHT TO UNLAWFULLY ENTER YOUR PREMISES OR COMMIT ANY BREACH OF THE PEACE TO REPOSSESS GOODS PURCHASED UNDER THIS AGREEMENT.

Your signature on the application or sales slip for the initial purchase approved on this Account represents your signature on this Agreement and is incorporated by reference.

Notify Us in Case of Errors or Questions About Your Bill.
If you think your bill is wrong, or if you need more information about a transaction on your bill, write us on a separate sheet at the address shown on your Statement under billing inquiries. Write to us as soon as possible. We must hear from you no later than 60 days after we sent you the first bill on which the error or problem appeared. You can telephone us, but doing so will not preserve your rights.
      In your letter, give us the following information:
      • Your name and Account number
      • The dollar amount of the suspected error.
      • Describe the error and explain, if you can, why you believe there is an error. If you need more information, describe the item you are not sure about.

Your Rights and Our Responsibilities After We Receive Your Written Notice
We must acknowledge your letter within 30 days, unless we have corrected the error by then. Within 90 days, we must either correct the error or explain why we believe the bill was correct.
      After we receive your letter, we cannot try to collect any amount you question, or report you as delinquent. We can continue to bill you for the amount you question, including finance charges, and we can apply any unpaid amount against your credit limit. You do not have to pay any questioned amount while we are investigating, but you are still obligated to pay the parts of your bill that are not in question.
      If we find that we made a mistake on your bill, you will not have to pay any finance charges related to any questioned amount. If we didn’t make a mistake, you may have to pay finance charges, and you will have to make up any missed payments on the questioned amount. In either case, we will send you a statement of the amount you owe and the date that it is due.
      If you fail to pay the amount that we think you owe, we may report you as delinquent. However, if our explanation does not satisfy you and you write to us within ten days telling us that you still refuse to pay, we must tell anyone we report you to that you have a question about your bill. And, we must tell you the name of anyone we reported you to. We must tell anyone we report you to that the matter has been settled between us when it finally is.
      If we don’t follow these rules, we can’t collect the first $50 of the questioned amount, even if your bill was correct.

Special Rule for Credit Card Purchases
If you have a problem with the quality of property or services that you purchased with a credit card, and you have tried in good faith to correct the problem with the merchant, you may have the right not to pay the remaining amount due on the property or services. There are two limitations on this right:
      (a) You must have made the purchase in your home state or, if not within your home state, within 100 miles of your current mailing address; and
      (b) The purchase price must have been more than $50.
      These limitations do not apply if we own or operate the merchant, or if we mailed you the advertisement for the property or services.

As a valued customer, we are committed to providing you with exceptional service and product offers. To do this, we rely on, and sometimes share with other parties, information about you. We want you to understand what information we collect, how we share it, and the steps we take to protect customer information. We also want you to understand the choice you have regarding our sharing of information with others.

This Privacy Policy applies only to consumer ExxonMobil Accounts of GE Money Bank (“GEMB,” “We” or “Us”).

Information We Collect — We collect personally identifiable information about you, other applicants, and authorized users for many reasons, including to help identify you, evaluate your application, service and manage your Account, and broaden our relationship with you (such as by offering you products or services that you may find valuable). We collect this information from a number of sources, including the following:

• Information provided by you on Account applications and other forms, including identifying information such as address, telephone number, e-mail address, social security number, date of birth, and mother’s maiden name, and credit information such as income and employment.

• Information obtained through your transactions and relationship with us, our affiliates, Exxon Mobil Corporation and others, such as items purchased, payments, payment method, and information provided on customer service and collections calls.

• Information provided by credit bureaus and similar companies, such as your account and payment history with other lenders.

• Information provided by other third parties, such as demographic firms, in connection with marketing programs.

• Information obtained online, including from “cookies” (small pieces of data stored by your Internet browser on your computer) or other technology that may be used to remember passwords for you, to track your website usage with us, and to provide you with customized content, among other things.

Information We Share with Others — We may use and share all of the information described above, subject to applicable law, with the following (these examples are not intended to be all-inclusive):

• Exxon Mobil Corporation and its affiliates: To assist you in using your Account, we provide application information about you, your Account number and other information to Exxon Mobil Corporation and its affiliates for use in connection with the ExxonMobil Consumer Credit Card program and as otherwise permitted by law. This information might be used, for example, to enable their associates to answer questions about your Account, or to look up your Account number for you. Access to this information also enables Exxon Mobil Corporation to provide you with notices of special promotions and other tailored offerings, as well as to update its customer records and to perform other ExxonMobil Consumer Credit Card program functions. They may use their affiliates, licensees, or third-party service providers (such as modeling and database companies) to assist them in any of these activities.

• Service Providers: We provide information to Exxon Mobil Corporation and other companies (including our affiliates) to assist us in servicing Accounts, like preparing billing statements and promotional materials, and responding to customer inquiries. We also may use marketing firms, such as modeling companies, to assist us in our own marketing efforts.

• Joint Marketing: We may provide information about you and your Account to another financial institution to jointly offer financial services and/or products, such as loan products or credit insurance.

• Our Affiliates: Our affiliates are other companies in the General Electric Company corporate family (“GE Family”).

(i) In addition to using affiliates to perform services in connection with your Account, we may provide information, such as identification, transaction and experience information, to financial services affiliates, such as those offering insurance and investment products, and we may provide information to non-financial services affiliates, such as those offering consumer products.

(ii) For some programs, we also may provide such affiliates with information from your application used to determine your eligibility for credit (e.g., income) and from credit bureaus, such as your credit score or credit history (collectively, “Consumer Report Information,” which does not include identification information or our transaction and experience information). See “It’s Your Choice” for details on how to be excluded from our sharing of such Consumer Report Information.

• Third-Party Offers: We work with select outside companies to develop special offers for you, which many of our customers find valuable. For example, we disclose information, either directly or through Exxon Mobil Corporation, to financial services providers, such as companies offering insurance, mortgages, or loan products, and to nonfinancial companies, such as those offering card registries, clubs tailored to your interests (like travel clubs), and other consumer products and services. The information we disclose may include name, address and telephone numbers, as well as Account purchase and performance history. See “It’s Your Choice” for details on how to be excluded from these programs.

• Others: We report Account information, such as credit limit, balances and payment information, to credit bureaus. In addition, we may buy and sell assets, lines of business and/or Accounts. When this occurs, customer information generally is disclosed to bidders and is one of the transferred business assets. We also disclose information about you to third parties in certain other circumstances, as permitted by law.

It’s Your Choice — Many customers appreciate receiving information about products or services offered by other companies that may be of interest to them. However, we want you to have a choice. If you have previously informed us of your preference, you do not need to do so again. Please call us toll-free at 1-877-969-9018, or write to us at P.O. Box 103064, Roswell, GA 30076, if you would like to request the following: Please do not share information about me with companies outside the GE Family, other than with Exxon Mobil Corporation and its affiliates for use in connection with the ExxonMobil Consumer Credit Card program and as otherwise permitted by law. And please do not share Consumer Report Information about me with companies within the GE Family. Please understand that, even if you select this choice, we also will continue to share information with joint marketing partners and service providers as described in this policy, and as otherwise permitted by law. Important Notes About Your Choice • If you have a joint account, a request by one party will apply to all parties on the account. • We will process your request promptly. However, it may take us several weeks to ensure that all records are updated with your preference. In the interim, you may continue to be included in programs as described above. • Please note that after your request is processed, you may still be contacted by our affiliates and/or other companies based on their own information. • We will continue to provide you with billing inserts and mail notices of special offers and new benefits.

Our Security Procedures — The security of customer information is very important to us and we take a number of steps to safeguard it. We maintain physical, electronic, and procedural safeguards that comply with federal standards to guard nonpublic personal information about you. We limit access to personal and Account information to those employees and agents who assist us in providing products and services to you. Employees who fail to follow our established standards are subject to disciplinary action. We also require third parties to whom we disclose nonpublic personal information to adhere to this Privacy Policy and to establish information security procedures.

Your Access to Information — We provide you access to information about your Account in several ways. For example, we send you monthly billing statements outlining your transactions, finance charges, and other Account information. You may also call the customer service telephone number if you have additional questions about your Account. For instructions on how to dispute billing information or information we have reported to a credit bureau, please see your Credit Card Agreement or the reverse of your billing statement.

How This Policy Applies to You — The examples contained in this Privacy Policy are illustrations only, and are not intended to be all-inclusive. If you decide to close your Account or become an inactive customer, or if we close or suspend your Account, we will continue to adhere to the privacy policies and practices described in this notice to the extent we retain information about you. We may amend this Privacy Policy at any time, and we will inform you of changes as required by law. You may have other privacy protections under state laws and we will comply with applicable state laws when we disclose information about you. This Privacy Policy applies only to consumer ExxonMobil Credit Card Accounts of GEMB and does not apply to any other accounts you may have with us, and replaces our previous disclosures to you about our information practices.

CG3C (3/02) 4003-I [41530]

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