Card Agreement

Card Agreement Guide

This Guide will help you easily identify sections of the Card Agreement and give you a brief overview of the contents of each section. This is not

intended to be a complete summary of the Card

Agreement’s

contents, and we encourage you to read your entire Card Agreement, including the

arbitration provision, before you use your Account.

DEFINITIONS

Lists the meanings of particular phrases and terms

used in the Card Agreement.

YOUR

ACCOUNT

Describes some of your responsibilities for using

your Account.

ANNUAL

PERCENTAGE

RATES

INTEREST

CHARGES

Shows how we calculate interest rates and how that

affects your Account balance.

FEES

FOREIGN

CURRENCY

CONVERSION

Describes the fees that can be applied to your Account,

including late fees, returned payment fees, as well as

foreign transaction fees for Purchases not in U.S. dollars.

PAYMENTS

Shows how your monthly Minimum Payment Due is

calculated, tells you how we apply your payments to

balances, and gives you certain instructions for making

payments (and tells you the possible consequences of

not following those instructions).

AUTHORIZED

USERS

Describes an Authorized User’s rights and your

responsibility for that user. Also describes what

information we can share about you and your

Authorized User.

DEFAULT,

CLOSING

SUSPENDING

YOUR

ACCOUNT

Tells you when we may require immediate payment of

your total Account balance, and explains when we may

close or suspend your Account, and when you may close

your Account.

CREDIT REPORTING

Describes what information we provide about you to

credit reporting agencies, and how to dispute items on

your report. This section also explains how we use

information we get about you from those agencies.

ACCOUNT

INFORMATION,

INFORMATION

SHARING

COMMUNICATIONS

Explains that your personal information we use to

manage your Account should always be up to date.

Also notes that we share information about you and

your Account. In addition, this section describes how

we may contact you.

TRANSACTIONS

Provides important information about merchant credits,

recurring Transactions and card refusals.

ARBITRATION

Explains that you cannot go to court, have a jury trial or

initiate or participate in a class action if you have a

dispute with us. Instead, this provision tells you that the

dispute must be resolved by a professional arbitrator,

not a judge or jury. This section also explains how

arbitration works and some of the differences between

resolving a dispute in arbitration and resolving one

in court.

AGREEMENT

BENEFIT

CHANGES

Explains that we can make changes to the Card

Agreement and your card benefits and features.

MISCELLANEOUS

Explains subjects that aren’t included in

previous sections.

YOUR

BILLING

RIGHTS

Explains your billing rights, which include how to

address possible statement mistakes and your rights

if you’re not satisfied with a Purchase.

Card Agreement

This Card Agreement

(Agreement)

is your contract with us.

The Facts about Interest and Fees

document

(Fact Sheet)

is part of this Agreement. The

Fact Sheet

shows important information about your Account,

such as your annual percentage rates and certain fees. Any amendments to this Agreement also are part of this Agreement.

Please read all parts of this Agreement, including the arbitration provision, and keep it for your records.

Note: Throughout the Agreement are examples, helpful tips and additional explanations

that will make the Agreement easier to understand.

DEFINITIONS

Account

–

Your

Citi

Account.

Adjusted New Balance

–

Your

New Balance less any Citi Flex Plan

balance.

Annual Percentage Rate (APR)

– A rate, shown as a percentage, used

to calculate interest on the balance on your Account.

Authorized User

– Any person you allow to use your Account with a

Card we provided with that

person’s

name.

Balance

Transfer

– Use of a Balance

Transfer

offer,

including use of a

check that accesses your Account for any transaction, or the transfer of

a balance from another credit account to your Account.

Billing Period

– The period of time between each date when we create

a statement for your Account. A Billing Period is usually 28 – 33 days.

For each Billing Period, your statement will show any

Transactions,

other

charges, payments and other credits posted during that Billing Period.

Business Day

– Monday through

Friday,

excluding federal holidays.

Card

– One or more cards or other devices (including an account

number) used to access your Account to obtain credit.

Card Networks

– Organizations, such as Mastercard,

Visa

and

American Express, that facilitate the payment process between a

cardmember,

merchants and a card

issuer.

Cash Advance

– Use of your Card to get cash, including foreign

currency,

or for what we consider a cash-like transaction. Examples

include using your Card for:

ATM

and teller withdrawals, wire transfers,

money orders, traveler’s checks, lottery tickets, gaming chips and other

methods used for gambling, wagers and other betting transactions.

A Citi Flex Loan is not a Cash Advance.

Citi Flex Loan

– Funds provided to you by check or by direct deposit

that you select to be charged to your Account and repaid under a Citi

Flex Plan. Balance

Transfers

and Cash Advances are not Citi Flex

Loans.

Citi Flex Pay

– Eligible

Transactions

that you select to be paid under a

Citi Flex Plan.

Citi Flex Plan

– A feature on your Account to pay Citi Flex Loans or

Citi Flex Pay Amounts in a fixed number of payments.

Consumer Reporting Agency

– An organization, such as Experian,

Equifax and

TransUnion,

that compiles credit information for the purpose

of generating consumer credit reports.

It’s

also known as a “credit

bureau” and a “credit reporting

agency.”

Include and including

– These terms mean “include [or including]

without limitation.”

Late Payment

– A payment is late if you don’t pay at least an amount

equal to the Minimum Payment Due minus any Overlimit Amount by the

payment due date.

New Balance

– The total amount you owe us at the end of each Billing

Period. This amount is shown on each statement under the heading

“New Balance.”

explain how we calculate the New Balance

below.

Overlimit Amount

– The amount by which your Account balance

exceeds your credit limit in any Billing Period.

Purchase

– Use of your Card to buy goods and services. Balance

Transfers

and Cash Advances are not Purchases.

Returned Payment

– A payment that isn’t honored by your

financial institution.

Transaction

– A Balance

Transfer,

Cash Advance, Purchase or

Citi Flex Plan, as applicable.

we, us and our

– Citibank, N.A.

you and your

– The cardmember who opened the Account.

You’ll

find definitions of other terms within this Agreement.

YOUR

ACCOUNT

Your

Account use is subject to this Agreement.

You

must pay us for

all amounts due on your Account, including:

Transactions

you make, even if you didn’t present your Card or sign

for the

Transaction;

Transactions

an Authorized User makes;

Transactions

that other people make if you or an Authorized User let

them use your Account; and

4. Any fees and interest charges on the Account.

Binding Agreement.

This Agreement takes

effect

once you use your

Card. Even if you don’t use your Card, this Agreement will take

effect

unless you contact us to cancel your Account within 30 days after we

sent you this Agreement.

Credit Limit.

assign a credit limit to your Account. Part of this credit

limit may be available for Cash Advances, and there may be a limit on

the amount of Cash Advances you can take in a given period.

may authorize

Transactions

that cause your balance to exceed your

credit limit.

ACCOUNT USE

Consumer Purposes.

You

aren’t permitted to use your Account for

business purposes. If you do use your Account for business purposes,

this Agreement still applies, and you must pay us for those

Transactions.

You

have to pay us for any damages and/or expenses resulting from that

use. In addition, we may also close your Account.

Citi Flex Plan.

Your

ability to create a Citi Flex Plan will depend on the

amount of your available credit, creditworthiness, and other factors.

may limit the number of active Citi Flex Plans you can have and we may

change this number at any time. There are two ways to create a Citi Flex

Plan – Citi Flex Pay and Citi Flex Loan.

With

Citi Flex Pay

, you can pay for eligible

Transactions

under a Citi

Flex Plan. An eligible

Transaction

for Citi Flex Pay must be a Purchase of

at least a specified dollar amount and does not include a Purchase of

cash or cash equivalent, a Purchase subject to Foreign

Transaction

Fees

or any fee owed to us. Other exclusions may

apply.

With

Citi Flex Loan

, you can use your

Account’s

credit line to access

funds and pay such funds under a Citi Flex Plan.

You

can only create a

Citi Flex Loan if you receive an

offer.

The

offer

will tell you the terms,

including the APR, that will apply to that Citi Flex Loan.

Unlawful

Transactions.

You

aren’t permitted to use your Account for

unlawful

Transactions.

If you do use your Account for unlawful

Transactions,

this Agreement still applies and you must pay us for those

Transactions.

You

also may have to pay the Card Network and/or us for

any damages and expenses resulting from that use. In addition, we may

close your Account.

Mobile Phone or Other Devices.

Smart phones, tablets and other

electronic devices can store your Card (such as through a mobile wallet).

This means they can be used to make Purchases or other

Transactions.

Any such

Transactions

are covered by this Agreement. Apps that use

your Card to make

Transactions

may have separate terms of use.

We’re

not responsible if you violate those terms, or for any consequences

resulting from any violation.

Note:

It’s

important to protect your devices the same way you protect your Card.

Anyone who can access your Card using your device also can make charges to your Account using that device.

ANNUAL

PERCENTAGE

RATES

INTEREST

CHARGES

The following sections explain how we calculate the interest you

owe each Billing Period.

APRs.

use APRs to calculate interest charges on your Account.

Different

APRs may apply to

different Transactions.

See the listing of your

APRs on the

Fact Sheet

Variable

APRs.

A variable APR is an APR that can change each Billing

Period.

calculate each variable APR rst by taking the U.S. Prime

Rate from

The

Wall

Street Journal ( WSJ )

two Business Days before the

last day of each Billing Period. (If the

WSJ

doesn’t publish the U.S. Prime

Rate that

day,

then we’ll use another publication.) Then we add to the

U.S. Prime Rate a certain percentage amount, which we call the

Margin

You

can nd the Margin we use for your Account in the Details About

Your

Interest Rate section of the

Fact Sheet

Your

variable APRs will

increase if the U.S. Prime Rate increases and decrease if the U.S. Prime

Rate decreases. If a variable APR increases, then your interest charges

and Minimum Payment Due may increase.

How is a variable APR calculated?

If the U.S. Prime Rate published in the

WSJ

two Business Days

before the end of a Billing Period is 5%; and

If the Margin is

13.99%

; then

Add the two together to calculate a variable APR:

5% + 13.99% = 18.99%

If the U.S. Prime Rate changes, we’ll apply the new variable APR starting

from the first day of the Billing Period when we take the U.S. Prime Rate

from the

WSJ

. The new APR will apply to existing balances, as well as

balances added to your Account after the change.

Penalty APR.

If you have a Late or a Returned Payment, we may apply

a penalty APR to your Account.

determine your penalty APR based

on your creditworthiness.

continued on next page

Section 3 — ANNUAL

PERCENTAGE

RATES

& INTEREST CHARGES (continued)

Daily Balance

calculate interest on your Account each Billing Period first by

calculating your daily balances. The following explains how we do that.

Here’s

how and when

Transactions,

fees and credits are applied to

the balances on your Account:

•

add the amount of a Purchase or Balance

Transfer

to the

Purchase balance as of the post date on your statement.

•

add the amount of a Cash Advance to the Cash Advance balance

as of the post date on your statement.

•

add a Balance

Transfer

fee to the Purchase balance as of the post

date on your statement.

•

add the amount of any eligible

Transaction

under Citi Flex Pay or a

Citi Flex Loan to a Citi Flex Plan balance as of the post date on your

statement. If you moved an amount from another balance within your

Account to a Citi Flex Plan, we will credit the other balance in the

amount you added to a Citi Flex Plan in order to avoid double counting

that amount. If a Plan Fee applies, the first Plan Fee will be added to

the Citi Flex Balance as of the end of the billing period in which the

Plan was created. A Plan Fee will then be added to the Citi Flex Plan

balance at the end of each subsequent billing period until the Plan is

paid in full.

•

add a Cash Advance fee to the Cash Advance balance as of the

post date on your statement.

•

We’ll

add any other fees to the balance of our choice. If you’re charged

interest in a Billing Period, but the amount calculated is less than

$0.50, we’ll add additional interest to the balance(s) of our choice so

that you’ll be charged $0.50 in interest for that Billing Period.

•

subtract credits and payments as of the post date shown on

your statement.

• Each balance may have a

different

APR. Certain categories of

Transactions

in a balance may have multiple APRs. For example, you

may make a Purchase or Balance

Transfer,

or create a Citi Flex Plan,

that’s

subject to a promotional APR.

Your

balances, and their

corresponding APRs, are shown on your statement.

Note: The post date shown on your statement will usually be the date

of the

Transaction,

but it may be

later.

Here’s

how we calculate each of the daily Purchase, Cash Advance

and Citi Flex Plan balances on your Account:

•

start with the daily balance from the end of the previous

day.

continued on next page

•

add any new

Transactions,

fees and other charges, including

interest accrued on the previous

day’s

balance. This means that

interest is compounded

daily.

•

subtract any credits or payments credited as of that

day.

•

make additional adjustments as appropriate, subject to applicable

law (as an example, for a disputed charge). This gives us the daily

balance for that

day.

Daily balance for purchases from the previous day

+ New purchases

+ Fees and interest accrued on the previous

day’s

Purchase

balance

– Payments, credits and adjustments posted that day

= New daily balance for Purchases

Interest Calculation.

Each daily balance may have a

different

APR.

Certain categories of

Transactions

in a daily balance may have multiple

APRs. For example, you may make a Purchase or Balance

Transfer

that’s

subject to a promotional APR. If a daily balance on your Account is

subject to an APR, we’ll charge interest on that daily balance.

use

the daily balance method (which includes new

Transactions).

If interest

applies to a balance, it will start applying on the day a charge is added to

that balance and continue until that balance is paid in full.

consider a credit balance as a balance of zero when calculating interest

on that balance.

•

multiply each daily balance by its applicable daily periodic rates

(each applicable APR divided by 365).

•

do this for each day in the Billing Period. This gives us the daily

interest amounts.

• Then we total all the daily interest amounts for all the daily balances.

This gives us the total interest for the Billing Period.

Note:

Your

balances, and their corresponding APRs, are shown on

your statement.

Calculating the New Balance.

calculate the New Balance at the end

of each Billing Period, we begin with the total Account balance at the start

of that Billing Period. Then we add any

Transactions

that are new to the

Account during that Billing Period. Then we subtract any credits applied or

payments made during that Billing Period. Then we add any interest

charges or fees incurred during that Billing Period and make any other

adjustments, as applicable (for example, if you have disputed a charge).

Grace Period on Purchases.

You

won’t pay any interest on Purchases

if you pay the Adjusted New Balance, including any Balance

Transfers,

plus any Citi Flex Plan Payment Amount, in full by the payment due date

shown on your statement each Billing Period.

call this a

grace

period on purchases.

If you don’t pay your Adjusted New Balance in

full, plus any Citi Flex Plan Payment Amount, by the payment due date

in a Billing Period, you’ll pay interest on your Purchases from the date

they’re posted to your Account.

You

also won’t have a grace period on

Purchases again until you pay the Adjusted New Balance in full, plus

any Citi Flex Plan Payment Amount, by the payment due date 2 Billing

Periods in a

row.

There’s

no grace period on Balance

Transfers,

Cash Advances, and Citi Flex

Loans. This means you’ll pay interest on Balance

Transfers,

Cash Advances,

and Citi Flex Loans from the date these

Transactions

post to your Account.

•

Penalty APR for new

Transactions

(less than 60 days late).

If you make a Late Payment and

it’s

less than 60 days late or you

have a Returned Payment, the penalty APR only will apply to new

Transactions. We’ll

review your Account from time to time, to

determine if any penalty APR should be reduced.

•

Penalty APR for existing balances and new

Transactions

(60 or

more days late).

If we haven’t received your Minimum Payment Due

within 60 days after its due date, we may apply the penalty APR to

both the existing balances and new

Transactions.

If you make your

next 6 consecutive Minimum Payments Due on time, we’ll stop

applying the penalty APR to existing balances and new

Transactions.

If you don’t make your next 6 consecutive Minimum Payments Due on

time, the penalty APR may continue to apply indefinitely to existing

balances and new

Transactions.

Section 3 — ANNUAL

PERCENTAGE

RATES

& INTEREST CHARGES (continued)

Important Information about Citi Flex Plans:

apply any amount you

pay over your Minimum Payment Due

rst

to the balance with the highest

APR, then to the balance with the next highest APR, and so on, as

described in Section 5, Application of Payments. This means that, if the

APR for a Citi Flex Plan balance is higher than an APR that applies to

another balance on your Account, we will apply the amount you pay above

the Minimum Payment Due to that Citi Flex Plan balance prior to that other

balance. This will cause you to pay

off

that Citi Flex Plan balance before

the end of its repayment period and may result in an amount remaining due

on your next billing statement for the other balance, increasing your

Adjusted New Balance on your next billing statement.

You

can see your balances and their corresponding APRs on your statement.

Grace Period for Citi Flex Plan balances.

When you create a Citi Flex

Pay subject to an APR, you will be charged interest on the Citi Flex Pay

balance from the start of the Billing Period following the Billing Period

when you created the Citi Flex

Pay.

This means that you will not be

charged interest on the Citi Flex Pay balance during the billing Period in

which you created the Citi Flex

Pay.

There is no grace period for Citi Flex Loans.

You’ll

pay interest on Citi

Flex Loans from the date the Loan is posted to your account.

FEES

FOREIGN

CURRENCY

CONVERSION

FEES

Fee Amount About the Fee

Annual Membership Fee

See Pricing

Table

If your Account has an annual membership fee, the Fact Sheet shows this fee.

You’ll

see this annual fee on your first statement after opening your Account and

each year after that.

We’ll

charge the fee if your Account is open, even if you

don’t have a balance.

Late Fee

Up to $41

have the right to charge you a late fee if you don’t pay at least an

amount

equal to the Minimum

Payment Due

minus any

Overlimit Amount

by the payment

due date. The late fee is $30 and, if you make another Late Payment

within

the

next 6 Billing Periods the late fee will be $41. The amount of your late

fee

will

never be higher than your Minimum Payment Due.

Returned Payment Fee

Up to $41

have the right to charge you a Returned Payment fee of $30 if your bank

doesn’t honor your payment. If that happens, we’ll resubmit the payment request.

If your bank doesn’t honor another payment within 6 consecutive Billing Periods,

the returned payment fee will go up to $41.

Transaction

Fee for

Either $5 or 5% of the amount of

charge you a fee for each Balance

Transfer.

Balance

Transfers

each

transfer,

whichever is

greater.

Transaction

Fee for

Either $10 or 5% of the amount of each

charge you a fee for each Cash Advance.

Cash Advances

cash advance, whichever is

greater.

Transaction

Fee for Purchases

3% of the amount of the

Transaction

charge

you a fee for a Purchase made in a currency other than

U.S.

dollars

in Foreign Currency

after conversion to U.S. dollars.

regardless

of where the

Transaction

takes place or who the merchant

is.

Plan Fee

(Fixed Finance Charge)

FOREIGN CURRENCY CONVERSION

Foreign Currency Conversion – Purchases.

A Card Network converts

the amount of a Purchase in a foreign currency into U.S. dollars. Each

Card Network follows its own procedures for conversion. These procedures

include how the Card Network chooses an exchange rate and when to do

the conversion. For example, Visa chooses either a government-mandated

exchange rate or chooses from a range of rates available on wholesale

currency markets (and, in either case, the exchange rate that it chooses

may be less favorable than the rate that Visa itself, receives when it

makes foreign currency transactions). Depending on the policies of each

Card Network, the exchange rate chosen may be the one in effect on

the day the Card Network does the conversion, or on the day before.

The exchange rate that a Card Network uses to convert the Purchase to

U.S. dollars may differ from the rate in effect on the date you made the

Purchase or on the post date for that Purchase shown on your statement.

The Card Network’s procedures may change without notice.

If a third party, such as a merchant, converts the amount of a Purchase

into U.S.dollars before sending the Purchase to a Card Network, the third

party chooses the conversion rate instead of the Card Network.

A monthly fee of up to

1.72%

of each

Transaction

moved to a Plan based on

the Plan duration, the APR that would

otherwise apply to the

Transaction,

and

other factors.

If a Plan Fee applies, it will be disclosed to you at the time you enter into the

Citi Flex Plan.

continued on next page

PAYMENTS

Minimum Payment Due.

You

may pay all or a part of your Account

balance at any time.

You

must pay at least the Minimum Payment Due by

the payment due date each Billing Period.

Your

“Minimum Payment Due”

equals:

• Any amount past due; plus

• Any Overlimit Amount; plus

• Any Citi Flex Plan Payment Amount; plus

• The greater of:

1. The Adjusted New Balance, if

it’s

less than $41;

2. $41 if the Adjusted New Balance is at least $41; or

3. 1% of the Adjusted New Balance (rounded to the nearest dollar),

plus any billed interest or minimum interest charge, plus any

late fee.

The Minimum Payment Due is never more than the New Balance.

Note:

Your

payment due date is typically the same day of the month every

month.

You

may request a change to your monthly due date.

Citi

Flex Plan Payment Amount.

The Minimum Payment Due will include

any amount due on a Citi Flex Plan balance each Billing Period (the “

Citi

Flex Plan Payment Amount

”).

Your

first Citi Flex Plan Payment Amount

will be due in the Billing Period following the Billing Period in which you

created the Citi Flex Plan.

You

must pay the Citi Flex Plan Payment

Amount each Billing Period, calculated as described

below,

for so long as

any balance remains in the Citi Flex Plan. The Citi Flex Plan Payment will

never be more than the amount of the Citi Flex Plan balance, which

includes any applicable interest or Plan Fee.

For Citi Flex Plans Subject to a Citi Flex Plan APR:

•

take the Citi Flex Plan balance as of the date it is created, plus

• The estimated interest charges for the Citi Flex Plan calculated through

the end of the Citi Flex Plan repayment period, the sum of which is

divided by the number of months in the Citi Flex Plan.

○ Estimated interest charges for the Citi Flex Plan are

calculated

follows: (i) for Citi Flex

Pay,

the estimated interest charges are

calculated on the daily balance from the start of the next Billing

Period following the Billing Period on which you created the Citi

Flex Pay; and (ii) for Citi Flex Loan, the estimated interest charges

are calculated on the daily balance from the date on which you

created the Citi Flex Loan. For purposes of this estimate, interest is

calculated through the end of the Citi Flex Plan repayment period.

The formula we use for determining the amount described directly above is:

• B x

(IPAPR/12)

(1-(1+IPAPR/12)

-N

)

○ Where B is the Citi Flex Plan balance plus, for Citi Flex Loan,

interest accrued in the billing period in which the Citi Flex Loan was

created, calculated as the initial Flex Loan balance multiplied by

(1+APR/365)

▪ APR is the APR that applies to that specific Citi Flex Plan

▪ D is the estimated number of days remaining in the billing

period after the Citi Flex Loan is posted to the account

○

IPAPR

is 12*((1+APR/365)

(365/12)

-1)

• N is the number of scheduled payments to be made during the

Citi Flex Plan repayment period

For Citi Flex Plans subject to a Plan Fee:

•

start by dividing the initial Citi Flex Plan balance by the selected

repayment period.

•

then add your monthly Plan Fee to determine the monthly

payment amount.

Your

first Citi Flex Plan Payment Amount will be due in the Billing Period

following the Billing Period in which you created the Citi Flex Plan. The

actual interest charged on your Citi Flex Plan will be calculated as

described in Section 3. If you do not pay your Minimum Payment Due in

full by the due date, you may owe additional interest on your Citi Flex Plan

balance if it is subject to a Citi Flex Plan APR. This will not increase the

Citi Flex Plan Payment Amount for subsequent Billing Periods, but you

may be required to make additional payments after the end of the Citi Flex

Plan repayment period to pay your Citi Flex Plan balance (including any

additional interest) in full.

If you have not paid your Minimum Payment Due for any three Billing

Periods during the Citi Flex Plan, and the Minimum Payment Due for

those three Billing Periods remains outstanding at the end of your current

Billing Period, we may cancel any existing Citi Flex Plan from your

Account, then add the balance of any canceled Citi Flex Plan to the

Purchase balance, retaining the Citi Flex Plan APR that was in

effect

time of cancelation. If we cancel a Citi Flex Plan subject to a Plan Fee, we

will not charge the Plan Fee after cancelation.

may also do this if:

•

You

file for bankruptcy or some other insolvency proceeding is filed by

or against you.

•

You

don’t honor the terms of this Agreement.

•

You’re

declared incompetent or mentally incapacitated or in the event

of your death.

•

You

enter into a hardship assistance program.

continued on next page

Section 4 — FEES & FOREIGN CURRENCY CONVERSION (continued)

Foreign Currency Conversion – Cash Advances.

If you take a Cash

Advance in a foreign currency at an

ATM

or branch of a nancial insti -

tution, it may not be the Card Network in all instances that converts the

Transaction

into U.S. dollars. Instead, depending on where the

Transac-

tion takes place, another third

party,

such as a nancial institution,

ATM

network or

ATM

operator,

may do the conversion.

do not control this.

However,

if you use your Card for a Cash Advance at a Citibank

ATM

branch, then we or our afliates may do the conversion.

The party that converts a Cash Advance to U.S. dollars will choose the

exchange rate and when to do the conversion. The exchange rate in

effect

on the date the Cash Advance is converted to U.S. dollars may

differ

from the rate in

effect

on the date you took the Cash Advance or

the post date for that

Transaction

shown on your statement. The

exchange rate may also

differ

from any rate quoted to you when you

made the

Transaction.

Section 5 —

PAYMENTS

(continued)

If any of the above events

occur,

we will calculate the Minimum Payment

Due as part of the Adjusted New Balance as described in Section 5 and

you will no longer pay a monthly Citi Flex Plan Payment Amount. Any

canceled Citi Flex Plan balance amount that was added to a Purchase

balance will not be added back to a Citi Flex Plan balance, even if you

pay your outstanding Minimum Payment Due in full.

You

will not be

eligible to create another Citi Flex Plan until you pay your outstanding

Minimum Payment Due in full, and then only if we

offer

you the

opportunity to create another Citi Flex Plan.

Important Information about Citi Flex Plans and Promotional APRs:

If your Citi Flex Plan APR is higher than any other APR, such as a

promotional Balance

Transfer

APR, we will apply any payment you make

above the Minimum Payment Due to that Citi Flex Plan balance prior to

the lower APR balances. This means that if you want to pay off a

balance with a lower promotional APR before the promotional period

expires, you must first pay off all your other balances with higher

APRs, including your Citi Flex Plan balance, before you can pay off

that promotional balance.

Application of Payments.

decide how to apply your payments, up to

the Minimum Payment Due, to the balances on your Account. The Minimum

Payment Due is generally applied first to fees, interest and principal in the

balance with the lowest APR, then to fees, interest and principal in the

balance with the next lowest APR, and so on, until the full Minimum Payment

Due has been applied. If you pay more than the Minimum Payment Due,

we’ll apply the amount over the Minimum Payment Due first to the balance

with the highest APR, then to the balance with the next highest APR, and so

on, except as otherwise required by applicable

law.

Payment Instructions.

You

must follow the instructions below when

making a payment. If you do, we’ll credit the payment to your Account as

of the day we receive it.

You

must pay in U.S. dollars.

You

must use a check or electronic debit issued by a bank in

the United States.

You

must not send us a check dated after the date that we receive it.

You

must not enclose more than one check per envelope.

You

must not include any restrictive endorsements on the check.

You

must follow the additional payment instructions shown on

your statement.

If you don’t pay in U.S. dollars and we accept your payment, we’ll select

the currency conversion rate, and you must pay our costs. If you don’t

follow our payment instructions, we may not accept your payment, or there

may be a delay in crediting your Account. Either case may result in late

fees and additional interest charges to your Account. If you don’t follow the

instructions in this Agreement or on your statement, we may accept your

payment without losing our rights.

may reject a payment if

it’s

than the outstanding Account balance.

also may close your Account.

• Report lost or stolen Cards

• Request statement copies

• Initiate billing disputes

• Make payments

• Change the billing address for

your Account

• Request refund checks

• Obtain Account information

such as

Transaction

histories

AUTHORIZED

USERS

Account Use by Authorized Users.

You

can ask us to add one or more

Authorized Users to your Account. If we approve, use of your Account by

an Authorized User is subject to the terms of this Agreement.

You

must:

• Obtain permission from each Authorized User before naming him or

her as an Authorized User on your Account.

• Make a copy of this Agreement available to each Authorized

User.

• Pay us for all charges incurred by each Authorized

User.

• Notify us to remove an Authorized User from your Account.

If we remove an Authorized

User,

in some cases we may close your

Account, open a new Account and issue you a new Card.

You’re

responsible for:

• Any

Transactions

made by an Authorized User on your Account.

• Any

Transaction

made by an Authorized User even if the post date

shown on your statement for that

Transaction

occurs after the date

you ask us to remove the Authorized User from your Account.

• Any

Transactions

made by others if an Authorized User allows them to

use your Account.

• Fees and charges resulting from any

Transactions

made by an

Authorized User or others if an Authorized User allows them to use

your Account.

Account Information Rights for Authorized Users.

You

allow us to

discuss your Account with an Authorized

User.

This includes giving him

or her access to your Account information and

history.

You

also agree

that an Authorized User may use and receive information about the

Account the same way you do. An Authorized User can’t add other

Authorized Users, adjust the credit limit or close the Account.

What can Authorized Users do?

Information about Authorized Users.

You

agree to give us certain

personal information about each Authorized

User.

You

must let each one

know that you’ll give us that information and you must have his or her

permission to do so.

You

must have permission from each one to allow

us to share information about him or her as allowed by applicable

law.

This includes information we may get from you, any Authorized User

and others. It also includes information about their

Transactions

the Account.

Credit Reporting.

report information about this Account to

Consumer Reporting Agencies in the Authorized User’s name that may

appear on their credit report. This could include information about:

• Late Payments;

• Overlimit Amounts;

• Returned Payments; and

• Other violations of this Agreement.

You

must let each Authorized User know that we report Account

information in his or her name. Also, see

Credit Reporting

in Section 8.

DEFAULT,

CLOSING

SUSPENDING

YOUR

ACCOUNT

Default.

may require immediate payment of your total Account

balance, to the extent allowed by

law,

if any of the following occur:

You

don’t pay at least the Minimum Payment Due by the due date.

You

have a Returned Payment.

You

file for bankruptcy or some other insolvency proceeding is

filed by or against you.

You

don’t honor the terms of this Agreement.

You

default under any other card agreement you have with us.

You’re

declared incompetent or mentally incapacitated, or in the

event of your death.

Closing or Suspending

Your

Account.

may close or suspend your

Account if any of the events listed above

occur,

or for any reason, or for

no reason.

may do this at any time, without notifying you, as allowed

law.

may cancel your current Card and issue you a substitute Card

at any time.

You

also may close your Account at any time by notifying us

by telephone or in writing. If we close or suspend your Account, or if you

close your Account, you must pay us all amounts you owe on the Account

(including any amount due on a Citi Flex Plan balance), even if they post

to your Account after

it’s

closed or suspended.

Closing Secured Accounts.

If your Account is a secured Account, you

gave us a security interest in a deposit account. This secures repayment

of your Account. If you withdraw your funds from the deposit account, we

will close your Account. If you gave us a security interest in a deposit

account, we may use the deposit amount to pay any amount you owe.

ACCOUNT

INFORMATION,

INFORMATION SHARING

COMMUNICATIONS

Changes to Account Information.

You

provided certain personal

information to us when you opened your Account.

You

agree to notify

us if this information changes. If you don’t, or if we ask you to verify

your Account information and you cannot, we may suspend or close

your Account.

Information Sharing.

You

agree to let us share information about you

and your Account as allowed by

law.

This includes information we get

from you and others. Our privacy notice, which is enclosed with your new

Account materials, describes reasons Citi can share its customers’

personal information.

COMMUNICATIONS

Contacting

You.

You

agree that we (and/or our service providers or

anyone we authorize) may contact you at any phone

number,

address or mailing address you provide or we obtain in other ways.

This includes communications to mobile, cellular/wireless or similar

devices.

may contact you by live

operator, auto-dialer,

recorded or

artificial voice, text or email.

You

agree to pay any charges from your plan provider for communications

we send to you, as well as communications you send to us.

How

Capture and Use

Voiceprints.

may use voice recognition

technology to verify your identity when you call.

may capture and

store your voiceprint for this purpose.

Call Monitoring.

may monitor and record any calls between you

and us.

Notices.

send any notices to your billing address

or,

if you’ve agreed,

by email to the address you gave us.

consider a notice sent as soon

as we mail it.

consider an electronic notice sent as soon as we email

it, unless we receive notification that the email was undeliverable.

CREDIT REPORTING

You

allow us to get information about you.

get it from Consumer

Reporting Agencies and other sources that provide consumer financial

information.

You

allow us to use it for:

• Renewal of your Account;

• Credit line increases or decreases;

• Administration or review of your Account, collection and any

other servicing;

• All other credit-related purposes connected with this Agreement;

•

Offers

for other cards, insurance products and other services; and

• Other uses permitted by

law.

report Account information in your name, as well as information

about you to Consumer Reporting Agencies, on a monthly basis.

The

information

provide

may appear on your credit reports. This can

include information about:

• Late Payments;

• Overlimit Amounts;

• Returned Payments; and

• Other violations of this Agreement.

If you think we’ve given incorrect information to a Consumer Reporting

Agency about you (or about an Authorized User), please write to us at the

Customer Service address on your statement and we’ll research it.

We’ll

let you know if we agree or disagree with you. If we agree with you, we’ll

contact each Consumer Reporting Agency we reported to and request a

correction.

TRANSACTIONS

Merchant Refunds.

A merchant refund to your Account will post to your

Account as a credit.

don’t control when a merchant sends an Account

credit.

We’ll

choose how to apply the credit to your existing Account

balances, including whether to apply a credit to a Citi Flex Plan or a

different

balance. If you believe a merchant credit has not been applied

properly,

please contact us. If a credit creates a credit balance on your

Account, we’ll mail you a check for the amount of the credit balance.

Note: Merchant Surcharges. Some merchants, including merchants

outside the U.S., may charge you a fee to use your Card for a Purchase.

The fee will be either a percentage of the amount of your Purchase,

or a flat fee, and will be added to the amount of your Purchase.

Usually,

a merchant will tell you about this fee before you use your Card, but not

always.

don’t control these fees, and can’t prevent them.

Recurring Authorized Transactions.

If you authorize a merchant or any

other person to charge your Account for recurring Transactions, you must

notify the merchant if:

•

You

want to discontinue these

Transactions;

•

Your

Account is closed;

•

Your

Account number changes;

•

Your

Card expiration date changes.

You’re responsible for reinstating any recurring authorized Transactions.

Refusal of the Card.

don’t guarantee approval of

Transactions.

are not liable for those that aren’t approved, even if you have enough

available credit on your Account. If we detect unusual or suspicious

activity,

we may suspend your credit privileges.

also may limit the number of

Transactions

approved in a single

day.

ARBITRATION

PLEASE READ THIS PROVISION OF THE AGREEMENT

CAREFULLY.

This section provides that disputes may be resolved by binding

arbitration. Arbitration replaces the right to go to court, have a jury trial or

initiate or participate in a class action. In arbitration, disputes are resolved

by an

arbitrator,

not a judge or

jury.

Arbitration procedures are simpler and

more limited than in court. This arbitration provision is governed by the

Federal Arbitration Act

(FAA),

and shall be interpreted in the broadest way

the law will

allow.

Covered claims

•

You

or we may arbitrate

any claim, dispute or controversy between

you and us arising out of or related to your Account, a previous related

Account or our relationship (called “Claims”).

•

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.

Except as stated

below,

all Claims are subject to arbitration, no matter

what legal theory they’re based on or what remedy (damages, or

injunctive or declaratory relief) they seek, including Claims based on

contract, tort (including intentional tort), fraud,

agency,

your or our

negligence, statutory or regulatory provisions, or any other sources of law;

Claims made as counterclaims, cross-claims, third-party claims,

interpleaders or otherwise; Claims made regarding past, present or future

conduct; and Claims made independently or with other claims. This also

includes Claims made by or against anyone connected with us or you or

claiming through us or you, or by someone making a claim through us or

you, such as a co-applicant, Authorized

User,

employee, agent,

representative or an

affiliated/parent/subsidiary

company.

Arbitration limits

• Individual Claims filed in a small claims court are not subject to

arbitration, as long as the matter stays in small claims court.

•

won’t initiate arbitration to collect a debt from you unless you

choose to arbitrate or assert a Claim against us. If you assert a Claim

against us, we can choose to arbitrate, including actions to collect a

debt from you.

You

may arbitrate on an individual basis Claims brought

against you, including Claims to collect a debt.

• Claims brought as part of a class action, private attorney general or

other representative action can be arbitrated only on an individual

basis. The arbitrator has no authority to arbitrate any claim on a class

or representative basis and may award relief only on an individual

basis. If arbitration is chosen by any

party,

neither you nor we may

pursue a Claim as part of a class action or other representative action.

Claims of 2 or more persons may not be combined in the same

arbitration.

However,

applicants, co-applicants, Authorized Users on a

single Account and/or related Accounts or corporate

affiliates

are here

considered as one person.

How arbitration works

• Arbitration shall be conducted by the American Arbitration Association

(“AAA”) according to this arbitration provision and the applicable AAA

arbitration rules in

effect

when the claim is filed (“AAA Rules”), except

where those rules conflict with this arbitration provision.

You

can obtain

copies of the AAA Rules at the

AAA’s

website

(www.adr.org)

or by

calling 800-778-7879 (For

TTY:

Use

711

or other Relay Service).

You

we may choose to have a hearing, appear at any hearing by phone or

other electronic means, and/or be represented by counsel. Any

in-person hearing will be held in the same city as the U.S. District Court

closest to your billing address.

• Arbitration may be requested at any time, even where there is a

pending lawsuit, unless a trial has begun or a final judgment entered.

Neither you nor we waive the right to arbitrate by filing or serving a

complaint,

answer,

counterclaim, motion or discovery in a court lawsuit.

choose arbitration, a party may file a motion to compel arbitration in

a pending matter and/or commence arbitration by submitting the

required AAA forms and requisite filing fees to the AAA.

• The arbitration shall be conducted by a single arbitrator in accord with

this arbitration provision and the AAA Rules, which may limit

discovery.

continued on next page

S ECTION 11 — ARBITRATION (continued)

The arbitrator shall not apply any federal or state rules of civil

procedure for

discovery,

but the arbitrator shall honor claims of privilege

recognized at law and shall take reasonable steps to protect Account

information and other confidential information of either party if

requested to do so. The arbitrator shall apply applicable substantive law

consistent with the

FAA

and applicable statute of limitations, and may

award damages or other relief under applicable

law.

• The arbitrator shall make any award in writing and, if requested by you

or us, may provide a brief statement of the reasons for the award.

An arbitration award shall decide the rights and obligations only of

the parties named in the arbitration, and shall not have any bearing on

any other person or dispute.

Paying for arbitration fees

•

We’ll

pay your share of the arbitration fee for an arbitration of Claims

of $75,000 or less if they are unrelated to debt collection. Otherwise,

arbitration fees will be allocated according to the applicable AAA Rules.

If we prevail, we may not recover our arbitration fees, unless the

arbitrator decides your Claim was frivolous. All parties are responsible

for their own

attorney’s

fees, expert fees and any other expenses,

unless the arbitrator awards such fees or expenses to you or us based

on applicable

law.

The final award

• Any award by an arbitrator is final unless a party appeals it in writing to

the AAA within 30 days of notice of the award. The arbitration appeal

shall be determined by a panel of 3 arbitrators. The panel will consider

all facts and legal issues anew based on the same evidence presented

in the prior arbitration, and will make decisions based on a majority

vote. Arbitration fees for the arbitration appeal shall be allocated

according to the applicable AAA Rules. An award by a panel on appeal

is final. A final award is subject to judicial review as provided by

applicable

law.

Survival and Severability of

Terms

This arbitration provision shall survive changes in this Agreement and

termination of the Account or the relationship between you and us,

including the bankruptcy of any party and any sale of your Account, or

amounts owed on your Account, to another person or

entity.

If any part

of this arbitration provision is deemed invalid or unenforceable, the other

terms shall remain in force, except that there can be no arbitration of a

class or representative Claim. This arbitration provision may not be

amended, severed or waived, except as provided in this Agreement or

in a written agreement between you and us.

Rules for rejecting this arbitration provision

You

may reject this arbitration provision by sending a written rejection

notice to us at: PO Box 6195; Sioux Falls, SD

57117-6195.

Your

rejection

notice must be mailed within 45 days of Account opening.

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.

Your

rejection notice will not apply to

the arbitration provision(s) governing any other account(s) that you have

or had with us. Rejection of this arbitration provision won’t

affect

your

other rights or responsibilities under this Agreement, including use of

the Account.

AGREEMENT

BENEFIT

CHANGES

Changes to this Agreement. We may change this Agreement for any

reason and at any time, subject to applicable law. This means that

we can change rates and fees that apply to your Account. It also

means we can add, replace or remove provisions of this Agreement.

If required by applicable law, we’ll give you notice of the changes. If

you have the right to reject a change, we’ll notify you and tell you

how to reject. If we notify you of a change, we may do so on your

statement or send you a separate written notice, either of which

may be sent electronically if permitted by applicable law.

Changing Benefits.

Any benefit, reward, service or feature

offered

may

change or be discontinued at any time for any reason. Separate terms

and conditions will describe any exceptions.

MISCELLANEOUS

Assignment.

may assign any or all of our rights and obligations

under this Agreement to a third

party.

You

may not sell, assign or transfer

your Account or any of your obligations under this Agreement.

Governing

Law.

Federal law and the law of South Dakota govern the

terms and enforcement of this Agreement.

Enforcing this Agreement.

won’t lose our rights under this

Agreement because we delay in enforcing them or fail to enforce them.

If any provision of this Agreement is found to be unenforceable, all other

provisions of the Agreement will remain in

effect.

Collection Costs.

the extent allowed by

law,

you’re liable to us for our

legal costs if we refer collection of your Account to a lawyer who isn’t our

salaried employee. These costs may include reasonable attorneys’ fees,

as well as costs and expenses of any legal action.

Unforeseen Circumstances.

From time to time, our services might be

unavailable due to circumstances beyond our control (such as fires,

floods, natural disasters, system failures or other unpredictable events).

When this happens, you might not be able to use your Card or obtain

information about your Account.

We’re

not responsible or liable if

this happens.

Lost or Stolen Cards, Account Numbers or Account Checks.

You

must try to prevent the unauthorized use of your Account and any Card,

including your Account

number.

You

must call us if any Card is lost or

stolen. Also, you must call us if you think someone has used or may use

these items without permission.

Headings.

The headings in this Agreement are included as a matter of

convenience and don’t define, limit or enlarge the scope of this

Agreement or any of its provisions.

Correction of Errors.

If we incorrectly apply a payment or credit to your

Account, make an incorrect payment or transfer of funds to you or an

Authorized User or anyone else on your behalf or on behalf of an

Authorized

User,

or make any other error regarding your Account, you

agree that we may correct the

error.

may correct the error by making

adjustments to your Account, requiring you to repay us for any incorrect

payments, credits or transfers, or taking other actions we determine are

appropriate to correct the

error.

You

agree to cooperate with us to correct

any of these errors.

YOUR

BILLING

RIGHTS

This notice tells you about your rights and our responsibilities

under the Fair Credit Billing Act. Keep this document for future use.

What to Do if

You

Find a Mistake on

Your

Statement

If you think there is an error on your statement, write to us at the

address for billing inquiries and correspondence shown on the front of

your statement.

In your

letter,

give us the following information:

• Account information:

Your

name and account

number.

• Dollar amount: The dollar amount of the suspected

error.

• Description of problem: If you think there is an error on your bill,

describe what you believe is wrong and why you believe it is

a mistake.

You

must contact us:

• Within 60 days after the error appeared on your statement.

• At least 3 business days before an automated payment is

scheduled, if you want to stop payment on the amount you think

is wrong.

You

must notify us of any potential errors in writing.

You

may call us, but

if you do we are not required to investigate any potential errors and you

may have to pay the amount in question.

What

Will

Happen After

Receive

Your

Letter

When we receive your

letter,

we must do 2 things:

1. Within 30 days of receiving your

letter,

we must tell you that we

received your

letter.

will also tell you if we have already corrected

the

error.

2. Within 90 days of receiving your

letter,

we must either correct the error

or explain to you why we believe the bill is correct.

While we investigate whether or not there has been an error:

•

cannot try to collect the amount in question, or report you as

delinquent on that amount.

• The transaction in question may remain on your statement, and we

may continue to charge you interest on that amount.

• While you do not have to pay the amount in question, you are

responsible for the remainder of your balance.

can apply any unpaid amount against your credit limit.

After we nish our investigation, one of two things will happen:

• If we made a mistake:

You

will not have to pay the amount in question

or any interest or other fees related to that amount.

• If we do not believe there was a mistake:

You

will have to pay the

amount in question, along with applicable interest and fees.

will

send you a statement of the amount you owe and the date payment is

due.

may then report you as delinquent if you do not pay the

amount we think you owe.

If you receive our explanation but still believe your bill is wrong, you must

write to us within 10 days telling us that you still refuse to

pay.

If you do

so, we cannot report you as delinquent without also reporting that you

are questioning your bill.

must tell you the name of anyone to whom

we reported you as delinquent, and we must let those organizations

know when the matter has been settled between us.

continued on next page

408

v11

If we do not follow all of the rules above, you do not have to pay the first

$50 of the amount you question even if your bill is correct.

Your

Rights if

You’re

Dissatised with

Your

Credit Card Purchases

If you are dissatisfied with the goods or services that you have purchased

with your credit card, and you have tried in good faith to correct the

problem with the merchant, you may have the right not to pay the

remaining amount due on the purchase.

use this right, all of the following must be true:

1. The purchase must have been made in your home state or within 100

miles of your current mailing address, and the purchase price must

have been more than $50. (

Note:

Neither of these is necessary if your

purchase was based on an advertisement we mailed to you, or if we

own the company that sold you the goods or services.)

You

must have used your credit card for the purchase. Purchases

made with cash advances from an

ATM

or with an Account check

do not

qualify.

You

must not yet have fully paid for the purchase.

If all of the criteria above are met and you are still dissatisfied with the

purchase, contact us in writing at the address for billing inquiries and

correspondence shown on the front of your statement.

While we investigate, the same rules apply to the disputed amount as

discussed above. After we finish our investigation, we will tell you our

decision. At that point, if we think you owe an amount and you do not

pay,

we may report you as delinquent.

For Further Information:

Call the Customer Service number shown on

the statement or on the back of your Card if you need more information.

For

TTY:

Use

711

or other Relay Service.

Section 14 — YOUR BILLING RIGHTS (continued)