VISA® or MASTERCARDt ACCOUNT AGREEMENT

Congratulations and Welcome! We have opened a Visa or MasterCard credit card account in your name (the "Account'). This brochure tells you how your Account works and serves as your Account Agreement In this Agreement, 'you" and 'your' mean each person for whom we have opened this Account. "We,' "our,' 'ours~ and 'us" mean Washington Mutual Bank, the issuer of your card. The enclosed Terms Sheet describes the interest rates, fees, and certain other terms of your Account. This Agreement includes your credit application, the cardmailer that we send with your credit card, and the Terms Sheet. Vou should read all of this information carefully and keep it for your records. Any use of this Account constitutes acceptance of this Agreement

1. How to Use Your .Aocount.

Using Your Card. You can use your Account to make purchases of goods and services wherever Visa or MasterCard credit cards are honored ('Purchases') and get cash advances from a participating financial institution or automated teller machine (ATM) ('Cash Advances'). Charges for cash equivalents such as money orders, traveler's checks, foreign currency, lottery tickets, casino gaming chips, and the like are Cash Advances. You may have the opportunity to use your Account for Balance Transfers and other special promotional offers we may make from time to time ("Promotional Offers'). The terms of any Promotional Offer will be disclosed to you at the time the offer is made. The Account may only be used for personal, family, or household purposes. The Account may not be used for illegal activities, for Internet gambling, or for a business or commercial purpose.

Checks. We may offer you special checks that lei you access your Accounl ("Cheoks'). Transactions involving Checks are Cash Advances unless we tell you otherwise. If you or someone to whom you write a Check (a "Payee") presents a Check to us 'over the counter" for cash, we may refuse payment. If we do. you agree that our refusal will not constitute wrongful dishonor and that we will not be responsible for damages to you or to the Payee.

2. Your Cred it Line. Your initial Credit Line is shown on the cardmailer. Each Account billin.g statement will show your Credit Line, the portion of your Credit Line that may be used for Cash Advances (your "Cash Line"), and your available credit as of the Statement Date. Each day, your available credit may change depending on your Account transactions, even if a transaction is not yet included in your balance. For example, when you use your Account to reserve a rental car or hotel room, your reservation may reduce your available credit. If the Checks are treated as Cash Advances, they will not be subject to the Cash Line limits. However, if you choose to use a Check, it will decrease the amount you have available for Cash Advances.

We may increase or lower your Credit Line or your Cash Line based on Account activity, your credit records, or other information. We willie! you know whenever we change your Credit Line or Cash Line, and in the event of a line decrease, we will provide you with an opportunity to receive an explanation for our action, as required by law. However, for credit risk management reasons, you may not receive advance notice of the action. In addition, there may be a limit on the Cash Advances you may take at one time that is lower than your Cash Line (the "Casb Transaction Limit'). If your Account has a Cash Transaction Limit, it is shown on the Terms Sheet. There is also a daily limit on the Cash Advances you may obtain from an ATM (the "ATM Limit") as shown on the Terms Sheet. You may not exceed your Credit Line, Cash Line, Cash Transaction Limit, or ATM Limit, and we may decline any transaction that would cause you to do so. H you exceed your Credit Line Of Cash Line, you must pay any overlimit amount immediately when we ask you for it, and an Overlimil Fee may apply (see section 5).

Line Increase Offers. Your Account will be automatically reviewed for a higher Credit Line, based on Account activity, your credit records, or other information (which may include your income; please be sure to let us know if your income changes).

3. Your Promise to Pay Us; Your Payments.

Bilting Statements. Each month that your Aooount has a balance, we will send you a billing statement or, if law or regulation allows, we may provide you with an online statement at any Internet Web site we designate ('Web site"). We may stop sending billing statements if your Account Agreement becomes seriously delinquent or if mailing the billing statement would violate federal law. Each statement will show all new transactions, fees, charges, payments, and credits that post to your Account in the billing cycle.

Minimum Payment. You will send us in U.S. dollars at least the Minimum Payment by the Payment Due Date according to the payment instructions on your statement or at our Web site. Traveler's checks cannot be used to pay your Account

For each billing cycle, your Minimum Payment will be the total of: (1) any past due amount and (2) a percentage (the 'Payment Percentage") either 01 the New Balance shown on your statement or, at our option, of the New Balance less any I ate fees assessed d u ri n g the cycl e. Th e way we dete rrni ne the Payment Percentage is described below. The Minimum Payment may also include any overlimit amount and any late, overiimit, or returned payment fees assessed during the cycle. The Minimum Payment will not be less than $15 (unless your New Balance is less than $15, in which case the Minimum Payment will equal the New Balance).

For each cycle, we determine the Payment Percentage based on your "Weighted Average APR" for the previous cycle. We calculate the Weighted Average APR for a billing cycle as follows. First, we multiply the APR for each Balance Category by your Account balance for that Balance Category at the end of the cycle. Next, we add the resulting amounts for all Balance Categories. Finally, we divide this total by your New Balance. The result is the Weighted Average APR. If your New Balance is zero, the Weighted Average APR will equal your APR for Purchases.

To compute the Payment Percentage for your first billing cycle, we will use the APR for Purchases in your first billing cycle as the Weighted Average APR for the previous (nonexistent) cycle.

The Payment Percentage is then computed as follows:

If your Weighted Average APR Then your Payment Percentage

for the previous cycle was: for the current cycle will be:

less than 1 2% 2%

At least 12% but less than 18% 2.5%

At least 18% but less than 24% 3%

At least 24% but less than 30% 3.5%

30% or greater 4%

You may at any time pay more than the Minimum Pavment Due or payoff your entire balance in full without inoming anI' additional charge tor prepayment No matter how large your payment in one billing cycle, you will need to make a payment in the following cycle if you have a balance.

Your Payments. When you use a checking account to make a payment, funds must be drawn on a U.S. office 01 the financial institution. Receipt of your check will constitute your authorization lor us, at our option, to initiate an Automated Clearinghouse (ACH) debit entry to your checking account for the amount of the check as an alternative to the paper-based check clearing system (a process known as 'check conversion"). If an ACH debit from your checking account is retumed or otherwise cannot be processed, we may present an image or a paper draft as a replacement for your original check If you have questions about check conversion, or if you wish to request that we exclude your Account from the check conversion process, please call the Customer Servi De n umber on the back of yo u r ere dit card. If you send us a payment in an amount that we consider large under the circumstances, we may temporarily limit your available credit to make sure that we will receive the funds. ~ you have more than one account with us or any 01 our affiliates, we recommend thai you send separate payments for each account. If you send us a single payment intended to pay more than one of your accounts, we may

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apply your payment to the accountls) as we choose. If a payment is credited to your Account but is returned unpaid in a later billing cycle, we will recalculate the payment for the billing cycle in which the payment was originally credited, which may result in the assessment of additional finance charges and fees. We can accept late payments or partial payments, or checks and money orders marked "payment in full" or with similar restrictions, without losing our right to collect all amounts you owe us. No payment shall operate asan accord and satisfaction without the prior wriHen consent of a Washington Mutual corporat.e officer. 4. Finance Charges.

ANNUAL PERCENTAGE RATES ("APRs").

Standard APRs. Your daily periodic rates for Purchases, Balance Transfers, and Cash Advances (and corresponding APRs) are shown on the Terms Sheet If your Account has one or more special Introductory APRs, each rate is also listed on the Terms Sheet. From time to time, we may send you offers to make Purchases, Balance Transfers, or Cash Advances at special rates, which are Promotional Offers. The APRs and any other special terms will be disclosed to you in the Promotional Offer material.

Default APRs. The Terms Sheet may also include Default APRs. If it does, !tie Terms Sheet explains when these rates may apply.

Minimum Finance Charge .. A minimum FINANCE CHARGE in the amount shown on the Isrms Sheet will be assessed in any billing cycle in which you have a balance thai is subject to periodic finance charges. If we Impose finance charges on both Current-Cycle Transactions and Previous-Cycle Transactions (see section 6), a separate minimum FINANCE CHARGE will apply to each of these transaction categories.

Cash Advance Fee. If you take a Cash Advance, we may charge a lee, which is a FI NANCE CHARGE, as shown on the Terms Sheet.

Processing Fee. II we charged you a processing fee to open your Account, it is a one-time FINANCE CHARGE and is shown on the Terms Sheet. Balance Transfer Fee. If your Account offers Balance Translens and you transfer a balance from another credit account to this Account, we may charge a fee, which is a FI NANCE CHARGE. If so, the fee is shown on the Terms Sheet.

5. Other Fees.

Annual Fee. The amount, if any, is shown on the Terms Sheet.

Second Card Fee. If you request and we issue a second card for an authorized user on your Account, we may charge a fee annually, as shown on the Terms Sheet. In addition, please note that your Account will not be considered a joint account. If you allow the second cardholder to use your Account, YOll will be liable for their transactions.

Late Fee. If we do nol receive at least the Minimum Payment by the Payment Due Date on your monthly billing statement, we may charge a fee, as shown on the Terms Sheet. The amount of any late fee you incur may depend on your Account balance. The balance used 10 determine the amount 01 the late fee will be tha balanoe as of the date we determine that your payment was late (minus any amounts in dispute).

Overlimit Fee. You are responsible for keeping track of your Account balance, including finance charges and fees. You should check your Account balance regularly to make sure that it remains below your Credit Line. II your Account balance exceeds your Credit Line at any time during a billing cycle, even if only for one day, we may charge an Overlimit Fee in the amount shown on the Terms Sheet. We may charge an Overlimit Fee even if your balance exceeds your Credit Line because of fees or finance charges we impose or because of transactions we authorize. We will nol oharge more than one Overlimit Fee with respect to anyone billing cycle. However, we may charge an Overlimit Fee in subsequent billing cycles, even if there are no new transactions on your Account, if your A.ccount balance still exceeds your Credit Line at any time during the subsequent billing cycles. For example, if your Account balance exceeds your Credit Line at the end of a billing cycle.

you may incur an additional Overlimit Fee for belll9 over your Credit Line at the beginning of the next billing cycle as well, even If you have made a payment by the Payment Due Date as shown 011 your monthly billing statement. At our option, we may wait until later in a subsequent bI 9 cycle to determine your overlimit status, or othelWlse choose not to assess an applicable Overlimit Fee, without losing our right to enforcrl this paragraph in full later (see section 17).

Returned Payment Fee. If your payment item is returned to us unpaid for any reason, we may charge a fee, as shown on the Terms Sheet.

Returned Check Fee. If you write a check on your Account that we return unpaid. we may charge a fee, as shown on the Terms Sheet.

Card Replacement Fee. If we issue you a replacement card at your request, we may charge a fee, aSsOml/rl on the Terms Sheet.

Copy Fee. If permitted by law, we may charge a fee for each item you request (for example, a oopy of a single statement, check, sales draft, elc.). The amount of the fee is shown on the Terms Sheel We will not charge this fee (or we will reverse it) if your request relates to a claim of fraud or unauthorized use or if your request relates 10 a biUlng dispute (provided you have followed the procedures for billing disputes described III your Account Agreement and on the reverse of each billing statement].

Stop Payment Fee. If you request a stop payment order or renewal of such an order, we may charge a lee, as shown on the Terms Sheet, if permitted by law. Payment Services Fees. We may offer various services from time to time that allow you to make payments to your Account over the telephone or through the Internet, for which we may charge a fee, as shown on the Temns Sheet. The actual amount of the lee, if any, applicable 10 any telephone or online payment you choose to make will be disclosed to you before you authorize the payment(s) to be made.

Express Delivery Fee. II, at your request, we send any items to you, such as a card or statement oopy through an express delivery service, we may charge a fee, as shown on the Terms Sheel The actual amount of the fee, rt any, will be disclosed to you at the time you request the service.

International Service Fee. If you use your Account for international transactions, you may be assessed a fee of 1 % of each international transaction amount (see section 7).

6. How We Calculate Your Balance and the Finance Charge on Balances. Your Account has the following types of balances ("Balance Categories'): Ihe Purchase Balance, the Balance Transfer Balance, the Cash Advance Balance, and may have one or more Promotional Offer Balances (as disclosed in certain special offers we may make from time to time). Your monthly billing statements will show all Balance Categories in which you have a balance. On any given day, each Balance Category includes new transactions of the specified type from the current billing cycle, as well as unpaid amounts related to transactions of that type from previous billing cycles. We calculate the finance charges for each Balance Category separately.

Current·Cycle Ttansactions. For each Balance Category, we figure each day's balance by starting with your previous day's balance (including any unpaid finance charge), adding all debits for Ihe current day, and subtracting all credits lor the current day. Then we multiply the daily balance by the daily periodic rate that applies to the Balance Category (see section 4). The resulting amount is that day's finance charge, which becomes part of the balance used for the next day's balance calculation. fA credit balance on any day is treated as a zero balance for that day and will not eam interest.) We determ ine the total f nance ch arg e on balan oes lor Ih e bill i ng cyc Ie by addi ng together each day's finanoe charge in the billing cycle for each Balance Category. The total finance charge on balances for the billing cycle will posllo your Account on the last day 01 the billing cycle, shown on your billing statement as the Statement Date. A transaction that you made in an earlier billing cycle that does not post to your Account until the current billing cycle will be subject to the daily periodic rate in effect in the current billing cycle.

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Prevlous-Cyde Transactions. If you do no! pay the New Balance shown on your previous biDing statement by the Payment Due Date, we will impose periodic finance charges on new transactions that first appeared on your previous statement, in addition to periodic finance charg.es on new transactions that first appear on your current statement (unless we already imposed periodic finance charges on the transactions on your previous statement). In other words, in addition to the finance charges calculated for the current billing cycle as desoribed in the last paragraph, you may be charged finance charges on transactions from the previous billing cycle for which you were provisionally granted a grace period. {Please see the next paragraph for information about whether you have any Balance Categories with a grace period, and if so, how the grace period works.} For previous-cycle transactions subject to this provision, we calculate the finance charges for each Balance Category in the same way as current-cycle transactions (see las! paragraph), except thai we use the daily periodic rate that applied to each Balance Category in the previous billing cycle and the number of days in the previous billing cycle. Also. when calculating the daily balances for the previous billing cycle, the 'previous day's daily balance" for the first day of the previous billing cycle is considered to be zero.

Grace Period. The Terms Sheet identifies whether you have any Balance Categories with a grace period. This information is also available on your monthly billing statements. For any Balance Category without a grace period, there is no time period in which you can repay the balance without incurring a finance charge. New transactions for Balance Categories with a grace period do not begin to incur a finance charge until the start of the next billing cycle if your Previous Balance was (1) zero, (2) a credit balance, or (3) paid In full by the Payment Due Dale on your previous billing statement. You will pay no finance charge on these new transactions if you pay the New Balance in full by the Payment Due Date shown on your billing statement If anyone of these grace period conditions is met, you will be granted a provisional grace period, which means that your current billing statement (the statement on which the new transactions first appear) will not snow finance charges on the new transactions. However, if you do not pay the total New Batance in full by the Payment Due Date on your current billing statement, you will be assessed finance charges on these transactions, starting from the date the transactions were posted to your Account.

When Finance Charges Begin to Accrue. Except as described in the Grace Period paragraph above, finance charges begin to accrue on a charge or other debit on the first day it is included in your Account balance as follows: (I) a Purchase is added to the Purchase Balance as of the day you make the charge; (2) a fee (except fOI a Cash Advance Fee) is added to the Purchase Balance 0 n In e day it posts to your Account; (3) fu nds electronically transmitted to transfer balances to other lenders are added to the Balance Transfer Balance as of the date transmitted; (4) a special check to transfer balances is added to the Balance Transfer Balance as of the day the check is presented to us for payment; (5) a Cash Advance (except for a Cash Advance check) is added to the Cash Advance Balance as of the transaction date (the day you take the Cash Advance); (6) all other Cash Advance checks, including convenience checks and statement checks, are added to the Gash Advanoe Balance as of the day the checks are presented 10 us for payment; and (7) a Cash Advance Fee is included in the Cash Advance Balance on the day it posts to your Account. From time to time, we may extend Promotional Offers to you. Any charges or debits associated with such offers (and the related finance charges) will be calculated in the same manner as described above, except that they will be added to the applicable PromotionaJ Offer Balances instead of the Balances listed above. Any Promotional Offer Balances will be separately identified on your billing statement. Other debits are included in the applicable BaJance as of the transaction date. Finance charges are added to your Balances each day and post to your Account on the last day of the billing cycle.

Application of Payments. A payment or any other credit adjustment will reduce your Account balance as of the day it posts to your Account. Funds posted may not be immediately available for your use. (See section 3 for more information about your payments.) The Terms Sheet explains how your payments are applied.

Calculation of Finance Charge on Balances. This paragraph explains how to determine your finance charge on balances. Your bi'lling statement will show the Average Daily Balance for each Balance Category. For each Balance Category, YOll can multiply the Average Dally Balance by the number of days in the billing cycle, and then by the applicable daily periodic rate, to obtain the subtotal of the finance charge on balances. Add the subtotals for all Balance Categories to determine your finance charge on balances for the current bill i ng cycle.

Your billing statement will also show the previous-cycle Average Daily Balance. the number of days in the previous billing cycle, and applicable daily periodic rate from the previous billing cycle for each Balance Category subject to an assessment of finance charges on previous-cycle transactions (see Previous-Cycle Transactions above). You can multiply the previous-cycle Average Daily Balance by the number of days in the previous billing cycle, and then by the previous-cycle daily periodic rate, to obtain subtotels for each Balance Category. Add the subtotals for all Balance Categories to determine your previous-cycle finance charge on balances. Add your previous-cycle finance charge on balances to your current-cycle finance charge on balances to determine the total finance charge on balances.

7. Foreign Currency Transactions.

Foreign Currency Conversion. Transactions in a currency other than U.s. dollars will be converted to U.S. dollars, generally using either: (1) a rate selected by Visa/MasterCard from the range 01 rates available in wholesale currency markets lor the applicable central processing date, which rate may vary from the rate Visa/MasterCard themselves receive; or (2) the govemmentmandated rate in effect for the applicable central processing date (the "Exchange Rate"). If you later receive a refund for a transaction, the amount of the refund will be converted to U.S. dollars at the Exchange Rate in effect when the refund transaction is processed, which may be different from the Exchange Rate for the 0 riginal transaction.

Intemattcnal Service Fee. If you use your Account for international transactions, you may be assessed a fee of 1 % of each international transaction amount International transactions are defined as transactions with a merchant outside of the United States and U.S. territories, International transactions are potentially subject to the International Service Fee, whether or not currency conversion is involved. The International Service Fee may also be assessed when you return merchandise in an international transaction.

8. Merchant Relations. We are not responsible if a merchant or ATM does not honor your Account or does not return your Account card or check to you. If you have a dispute with a merchant regarding goods or services purchased with your Account, we are not responsible except as described under Your Billing Rights and Special Rule for Credit Ca rd Purchases below.

9. Account Challges. We have the right to change any part of this Agreement or add or remove any term, oondition, or requirement. If permitted by law, the change may be applied to any Account balance existing at the time of the change. We will give you written notice prior to the effective date of any such change, if required by law. We may sell. transfer, or assign your Account or our rights in this Agreement to another person or entity, and, if we do that, that person or entity will take our place in this Agreement.

From time to time, we may review your Account. Based on these reviews, we may deoide to change your Account terms, including APRs and fees. In determining whether to change your Account terms, we consider your Account history with us, including your record 01 making timely payments, staying within established credit lines, and other indicators of responsible

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Account usage. We may also consider a variety of information about credit accounts that you maintain with other companies, including (for example) the number and balances of such accounts, the length of time since they were opened, and your payment record. Other factors may include the number and timing of credit inquiries by other prospective lenders as reflected on your credit bureau reports. Your income also may be a factor, so you should be sure to keep us informed of any Increase Or decrease in your income.

tf a change is made that increases the APR or APRs that apply to your Account, you will be given an opportunity to avoid the change by closing your Account and paying off any existing balance under the terms in effect prior to the change.

10. Your Personal Information.

Obtaining Your I nformation .. You will give us at least 1 0 days notice ij you change your name; home, mailing, or e-mail address; or home or work phone numbers. You will also lei us know if your income changes and provide us with any updated financial information we may ask for. We may obtain information about you from others, including consumer reporting agencies ("credit bureaus').

Credit Reporting; Inaccurate Information. We may furnish information about your Account to credit bureaus an d others who may properly rece ive such information. Late payments, missed payments, or other defaults on your Account may be reflected in your credit report. If there is an authorized user on your Account, we may also fumish information to credit bureaus and others who may properly receive such information in the name of the authorized user. You may provide written notification to us at the Customer Service address shown on your billing statement (or other addresses or e-mail addresses we may specify) il you believe we have inaccurate information about you, or that we have reported or may report inaccurate information about you to a credit bureau.

Privacy. We send you the Washington Mutual Privacy Policy when we open your Account. You may also obtain the policy by contacting Customer Service at the number on your billing statement.

11. Our Promotional Communications. If you do not want to reoeive future offers from Washington Mutual, you may inform us in writing by sending your name and address to Card Services, P.O. Box 660509, Dallas, TX 75266-O509. Please allow 4 to 6 weeks for this request to take effect

12 .. How You and We Will Communicate. We may send you a notice either by: (1) U.S. mail, addressed to you at the address shown in our records; or (2) e·mail, at your e·mail address shown in our records, as permitted by law. Any notioe you send to us must be mailed 10 the Customer Service address shown on your billing statement (or other addresses or e-mail addresses we may specify). We are not responsible for undelivered mail or e·mail.

13. Unauthorized Use; Lost Card. Each credit card issued on your Account must be signed immediately upon receipt You will safeguard your Account credit card(s) and checks and your Personal Identification Number (PIN) that provides access to ATMs. You will keep your PIN separate from your card. If you discover or suspect that the card is lost or stolen or that there may be an unauthorized transaction on your Account, you will notify us promptly by telephoning us at the number shown on the back of your card (or other telephone numbers we may specifyl. You should call us even though you may also notify us in writing. You will have no liability for unauthorized use of your Account. Keep in mind, however, thai if you authori'ze someone else to use your Account, you may be responsible for a.11 01 their charges (even if they exceed you r authorization). If you report or we su spect unauthorized use of your Account, we may suspend your credit privileges until we resolve the problem to our satisfaction or issue you a new card.

14. Our Standards in Servicing Your Account. Your Account will be processed through automated means. We will not be at fault if we do not

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examine all items we process. Therefore, you should be careful to keep a record of all your Account transactions, save your Purchase and Cash Advance receipts, check your monthly bilhng statements against your records, and notify us promplly of any unauthorized transactions or errors.

15. If You or We Close Your Account We may close your Account or limit your credit privileges at any time for any reason no! prohibited by law. If we are required bylaw to give you notice, we will do so. You may close your Account by notifying us in writing. You will retum to us or destroy your credit card and any Account checks at our request. If your Account is closed, finance charges and other fees will continue to be assessed; payments will continue to be due; and all other applicable provisions of this Agreement will remain in effect until all your obligations are satisfied.

16. If You Do Not Honor Your Agreement. Your Account will be in default (unless prohibited by law) ij any of the following events oocur: (1) you were not eligible for the Account at the time ~ was opened; (2) you fail to pay any amount due to us under this Agreement or any other agreement; (3) you fail to pay any amount. due to another creditor; (4) any payment item is returned unpaid; (5) you fail to comply with any part of this Agreement; (6) any information you give us proves to be incomplete or false; (7) your death, bankruptcy, or insotvency or legal incompetence; (8) a bankruptcy petition is filed by or against you; or (9) we believe in good faith that you may not pay or perform your obligations under this Agreement. If you defaul~ we may {unless prohibited by law}, without further demand or notice: (1) cancel your credit privileges; (2) declare your Account balance immediately due and payable; (3) charge you for our reasonable collection costs; and (4) pursue any available legal remedy. In addition, in the event of cenam Account defaults (for example, late payments), your APRs may increase automatically up to the Default APR (see section 4). If you default, the unpaid Account balance will continue to accrue interest and other fees and charges as provided in this Agreement, even if we have sued you to collect the amount you owe. If we sue you or you sue us for breach of this Agreemen~ or for any other claim arising out of this Agreement, the prevailing. side may recover reasonable attorney's fees and court costs to the extent not prohibited by law, including attorney's fees and court costs in any action or proceeding to enforce a judgment based on a claim arising out of this Agreement. If either you or we sucoessfully assert a setoff, counterclaim, or partial defense to a suit, the court may withhold from the prevailing party all or any portion of the attorney's fees that the court considers equitable.

17. How This Agreement Applies. This Agreement is the complete and entire statement of the contract between you and us and will not be affected by any oral agreement. We may delay or waive enforcement of any provision of this Asreement without losing our right to enforce it or any other provision later. You waive the right to presentment, demand, protest, or notice of dishonor; any statute of limitations; and any right you may have to require us to proceed against anyone before we attempt to recover from you. If any term in this Agreement is made unenforceable through law, regulation, or court decision, all other provisions will remain in effect.

18. Assignment. We may transfer or assign our rights and duties under this Agreement to a third party. II state law requires that you receive notice of such an assignment to protect the purchaser or assignee, we may notify you by filing a finanoing statement with the state's Secretary of State. You may not assign your rights and duties under this Agreement.

19. Applicable Law. No matter where you live, this Agreemen.t and your Account are governed by the laws of the United States and, to the extent not preempted by federal law, the State of Nevada. This Agreem.ent takes effect when we accept it in Nevada. We extend credit to you from Nevada regardless of where you live or use your Account

20. Telephone Monitoring and Recording. We treat all customer calls confidentially. Your telephone conversations with our representatives may be monitored and/or recorded for quality assurance purposes, unless, at the beginning 01 each telephone convernation, you tell us not to rrooitor or record the call.

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21. Telephone Communications. You authorize us to call you at any number you provide, including calls to mobile, cellular, or similar devices, for any lawful purpose, including but not limited to: (1) suspected fraud or identity theft; (2) obtaining necessary information; or (3) collecting on your Account Numbers you provide include numbers you give us and/or numbers from which you call us.

MARYLAND RESIDENTS: You have the right 10 receive an answer to a written inquiry concerning the status of your Account.

NEW JERSEY RESIDENTS: Applicable law does not limit our rights under this Agreement, except that we must send you prior notice of any increase in the finance charge.

NEW YORK RESIDENTS: This Agreement begins on the first day we extend c redil \0 yo u on your .Accou nt, as eviden ced by a signed sales sli p, memorandum, or otherwise,

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

Your Billing RightsKeep This Notice fo.r Future Use

This notice contains important information about your rights and our responsibilities under the Fair Credit Billing Act.

Notify Us in Case of Errors or Questions About Your Bill

If you th ink yo ur bill is wro n g, 0 r if yo u need more i nformatio n about an ent ry on your bill, write us, on a separate sheet, at our address for billing disputes listed on your bill, 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:

- Your name and Account number.

- The dollar amount of the suspected error.

- Describe the error and explain, to the extent you can, why you believe there

is an error, If you need more information, describe the item you are not sure about.

If you have authorized us to pay your credit card bill automatically from your checking account, you can stop the payment on any amount you think is wrong, To stop the payment, your letter must reach us three business days before the automatic payment is scheduled to occur.

Mail your letter to us at the address for billing disputes shown on your billing statement.

Your Rights and Our Responsibilities After We Receive Your Written Notice

We must acknowledge your letter within 30 days, unless we have corrected the e rro r by then. Within 9 0 days, we must either correct th e a rro r or eXoplain why we believe the bill was correct. After we receive your latter, we cannot try to collect any amount you question or report you as delinquent. We can continue to bill you lor the amount you question, including finance charges. We can apply any unpaid amount against your Credit Line. You do not have to pay any questioned amount while we are investiga1ing, 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 finanoe charge related to any questioned amount. II we didn't make a mistake, you may have to pay finance charges, and you will have to make up the 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 we think you owe, we may report you as delinquent. However, rt our explan atio n does not satisfy you and yo u write to us with i n 1 0 days te Iling

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us that you still refuse to pay, we must tell anyone we report you to that you question your bill. And we must tell you the name of anyone we reported you to. We musllell anyone we report you to thai the matter has been settled between us when it finally is. If we don't foUow these rules, we can't collect the first $50 01 the questioned amount, even if your bill was correct,

Special Rule for Credit Card :Purdlases

II you have a pro blem with the quality of the goods or se !Vioss that you pu rchased wijh our e redit card and you have tried i II good faith to correct the problem with the merchant, you may not have to pay 'the remaining' amount due on the goods or services. There are two limitations on this right; (a) you must have made the purchase in your home state or, if not withlrl your home state, within 100 miles 01 your current mailing address: and (b) the purchase price must have been more than $50. These limilaHons do not apply if we own or operate the merchant, or if we mailed you the advertisement for the property or services.

ARBI:IltATION PROVISION

Arbitration is a method of deciding disputes outside the court system. This Arbitration Provision (the "Provision') governs when and how any disputes you and we may have will be arbitrated instead of decided in court.

Certain Definitions: Certain words used in this Provision have special meanings:

"We," "us," and 'our" mean Washington Mutual Bank (the 'Bank') and IDsO include: (1) the Bank's parent company, Washington Mutual, Inc. (the 'Parent Company"); (2) all companies owned or controlled by the Parent Company or the Bank; (3) any prior issuer of a credit account that we have acquired; (4) any company 10 which we transfer our rights under this Account AgrBimlEmt (the ''Agreement"); and (5) all of the employees or other individuals who manage these companies. FinaJly, ~ either you or we elect to arbitrate any Claim you bring against us, these terms include any other persons or companies whom you make Olaims. against in the same proceeding.

'Claim" means any dispute between you and us that arises from, relates to, or has anylhi ng at all to do with: (1) your Accou nt; (2) the events leading: up to your becoming an accocntholder: (3) this Agreement; (4) any prior cred~ account or agreement relating to such account; or (5) YOUJ relationship with us. This includes disputes relating to any products, insurance, or other services offered to yo u as an acco u nih older. This includ as disputes abo ut whether this Provision is valid or binding or about whether or when it applies. (However, any and all dis putes about the validity and effect of the Class Action WliJver, as defined below under the caption 'Important Limitalions~ shall be resolved by the court and not by the arbitrator] II includes disputes relating to constitutional provisions, statutes, ordinances, regulations., case law, compliance with the Agreement or any ag.reemen! related to any prlor credit account; and wrongful acts of every type (whether intentional, fraudulent, reckless, or just negligent). It incl udes req uests for money, jar orders requiring you or us to take or not take certain actions (which are sometimes referred to as 'injunctive relief"), and for any other ki n d of legal or eq u itable re lief. Th is Prov; sion applies to Clai ms that arise prior to, on, or after the open ing of you r Account

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"Administrator" means the National Arbitration Forum, the American Arbitration Association, or any other administrator mutually agreed upon by you and us. These companies administer arbitration proceedings. Any administrator that mai ntains a po I icy thai refuses to enforce any part ot tha Arbitration Provision is not an eligible administrator. The arbitrator will be selected under the Administrator's Rules. You can select the Administrator if you'give us written n oti ce of your selection with you r notice that you are electing to arbitrate any Claim or within 20 days after we give you notice that we are electing to arbitrate any Claim. If you do not select the Administrator on time, we will select one, II for any reason the Administrator you or we select is unable or unwilling to serve or continue to serve as Administrator, or implements or maintains a policy that refuses to enforce any part of this Provision, you will have 20 days to select a different Administrator.

Starting an Arbitration: You or we can give written notice 01 an intention to begin arbitration 01 a Claim or Claims or to require arbitration of the other party's Claim or Claims. This notice can be given by one party even if the other party has begun a lawsuit. If such a notice is given, any Claim will be resolved by arbitration under this Provision and the Administrator's Rules that are in effect at the lime the Claim is filed with the Administrator, The arbitrator must be a lawyer with more than 10 years' e~perience ora retired judge. A copy 01 the Claim form may be obtained from the Administrator or from us. A party who has asserted a Claim in a lawsuit may still eleclarbilration with respect to any Claim that is later asserted in the same lawsuit by any other party. All doubts about whether 10 arbitrate a Claim shall be resolved in favor of arbitration. We will not elect to arbitrate an individual Claim that you bring against us in "small claims' court. However, we may elect to arbitrate a "small claims' court Claim that is later removed, .sent, or appealed to any different court,

Important Limitations

IF YOU OR WE ELECT TO ARBITRATE A CLAIM, YOU WILL NOT HAVE THE RIGHT TO PURSUE THAT CLAIM IN COURT OR HAVE A JURY DECIDE THE CLAIM. ALSO, YOUR ABILITY TO OBTAIN INFORMATION FROM US AND TO APPEAL IS MORE UMITED IN AN ARBITRATION THAN IN A LAWSUIT. OTH ER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. THE FEES CHARGED BY TH E ADMINISTRATOR MAY BE HIGHER THAN THE FEES CHARGED BY A COURT. THE SAME LIMITATIONS ALSO APPLY TO US. IN ADDITION, IF YOU OR WE ELECT TO ARBITRATE A CLAIM: (1) NEITHER YOU NOR ANYONE ELSE ON YOUR BEHALF CAN PURSUE THAT CLAIM IN COURT IN A ClASS OR REPRESENTATIVE ACTION (SUCH. AS A PRIVATE ATIORNEY GENERAL ACTION); (2) NEITHER YOU NOR ANYONE ELSE ON YOUR BEHALF CAN PURSUE THAT CLAIM IN THE ARBITRATION ON A CLASSWIDE OR REPRESENTATIVE (SUCH AS A PRIVATE ATIORNEY GENERAL) BASIS; AND (3) CLAIMS BROUGHT BY OR AGAINST ONE ACGOUNTHOLDER (OR JOINT ACCOUNTHOLDERS) MAY NOT BE JOINED TOGETHER WITH CLAIMS BROUGHT BY OR AGAINST ANY OTHER ACCOUNTHOLDER. THESE THREE LIMITATIONS ARE HEREINAFnER REFERRED TO AS THE 'CLASS ACTION WAIVER."

Arbitration Location and Cosls: Any arbitration hearing thai you attend will take place at a location reasonably convenient to where you live. If you cannot afford to pay the lees charged by the Administrator and the arbitrator or if you believe that such fees are too high, we will consider in g.ood faith any reasonable written request by you for us to pay the fees. We will pay any fees or e~penses we are required to pay by law. You will never be required to pay us any lees we have previously paid to the Administrator and the arbitrator. Each party must bear th e expense 01 that party's attomeys,expe rts, an d witnesses, regardless of wh 0 wi ns the arbitrafio n, sxce pI to th eexte nt that applicable law or the Administrator's Rules provide otherwise,

Governing Law: This Agreement involves interstate commerce and this Provision is governed by the Federal Arbitration Act ("FAA'), United States

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Code, Title 9, Sections land the following. The arbitrator must follow: (1) the FAA; (2) the substantive law, consistent wrth the FAA, related 10 any Claim: (3) statutes of limitations; and (4) claims of privilege recognized at law. Upon the timely req uest of either party, th e acbitrator m u at provide a brief written explanation of the basis fo r the aWar:d. The arbitrator will dele rmine th erules .of procedure and evidence 10 apply, consistent with the FAA, the Administrat.or's Rules, and this Provision. Th B arbitrator shal I not apply federal, slate, or local ru les of procedure and evidence or slate or local laws co nce ming arbitrat ion proceedings.

Obtaining Infoonation: After anarbitratlon has been started, in addition to a party' sright 10 obi ai n information from the oth er party under the Ad'minislra!or's Rules, either party may request the arbitrator in writing to allow that party to obtain more information from the other party. A copy of such request must be provi ded to the othe r party. That party will the n have the chance to object in writing within 30 days. The objection must be sent to the a rbitrator and the other party. Th e arbtrator will decide I h e issue, in h ~ or he r sole discretion, w.ithin 20 days after any objection to providillg expanded information is submitted.

Effect 01 Arbitration Award: Any appropriate court may enter judgment upon thearbifrator's award. The arbitrator's decision will be final and binding, except for any appeal rig ht under th e' FAA and except 10 r Clai m sin v.oWing more than $100,000. For these large Claims, any party may appeal the award' to a threearbitrator panel appointed by the Adminislratm. Thai panel will consider all over agai n any part of the initial award thai any party asserts was incorrectly decided. The decision 01 the panel will be by majority vole and will be final and binding, except lor any appeal right under the FAA. Unless applicable law provides otherwise, (h e fees charged by the Adm inistrator and the arbitrators for su ch an appeal will be paid by th e appealillg party, regardless of wh 0 wins the appeal. However, we will consider in good faith any reasonable written request by yo U' fo r us to pay su ch fees. AII' oth er provisio n s of this Provision shall apply to any appeal to a three-arbitrator panel, and any reference in this Provision 10 a single arbitrator shall apply to the three-arbhrator panel.

Continued Effect of .Arbitration Provision: This Provision will remain in force no matter what happens to you: or your AccountFor example, it will remain in fo rce eve n ~: (1) your cred il privi Ie ges are ended or p ut 0 n hold; (2) you close your Account; (3) you repay your entire Account balance; (4) we begifl a lawsuit to collect amounts we think you owe; or (5) you become bankrupt or insolvent Of a bankruptcy or insolvency proceedinq is begun, to the extent consistent with eppfcable bankruptcy law. If any portion 01 this Provision (except lor the Class Action Waiver) can not be enforced for any reason, the fest of this Provision will continue to apply. II the Class Action Waiver cannot be enforced for any reason in a Claim between you and us, then theentire Provision shall be null and v.oid for purposes 01 that Ciajm. (However, this does not preclud e a party from appealing to a co u rt w'hether th e Class Actio n Waiver is enforceable.) In the event of any conflict or inconsistency between th is Provision, on the one han d, and the Ad m in istrator's Ru les or othe r provisions 01 this Agreement, on the other hand, this Provision will govern. This Provision will supercede and replace any other Arbitration Provis i on betwee n you and us.

Please note: This Arbitration Provision does not apply 10 your Accocnt if you have previously opted out.

Co nlac!i 09 Arbitral ion Adm inisttalors

If you have a question about the arbitration companies who may serve as Administralor,. would like 10 obtain a copy of their arbitration rules or fee schedules, or would like a Claim 101m, you can contact them as follows:

National Arbitration Forum, P.O. Box 5019,1, Minneapolis, MN 55405, www.arb·forum.com; American Arbitrafion Association, 335 Madison Avenue, New York, NY 10017, www.adr.org. You may also obtain copies of the rules and Claim forms of the Administratons by contacting Customer Service.

10/06 NMAOl64

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