The Travelocity Rewards American Express ® Card is issued and administered by Barclays Bank Delaware

How We Will Calculate Your Balance: We use a method called “daily balance (including new purchases)”. If you are a resident of Iowa at the time the account is opened, we use a method called “average daily balance (including new purchases)”.

Loss of Introductory APR: We may end your Introductory APR and apply the Penalty APR if you make a late payment.

Terms and Conditions Continued:

Fees that Vary by State:
Late Payment Fee:  Up to $35 ($15 for residents of Iowa at time of account opening).
Returned Payment: Up to $35 ($15 for residents of Iowa at time of account opening).

“Foreign Transaction” means the use of your Card or Account (other than a Cash Advance) for a transaction with a business or entity located outside of the United States or for a transaction in a currency other than U.S. dollars. Foreign Transactions and the Transaction Fees associated with any Foreign Transaction are considered Purchases for interest calculation purposes.

Foreign Currency Conversion:
We or American Express will convert transactions in foreign currencies into U.S. Dollars. For foreign charges converted by American Express, American Express applies a conversion factor of 1.5% to the converted amount.

Terms and Conditions Authorization: I understand that the use of any credit card account opened or any card issued in connection with this offer will constitute my acceptance of and will be subject to the terms and conditions of these Terms and Conditions and the Cardmember Agreement that will be sent to me. I agree to be responsible for all charges incurred according to the Cardmember Agreement. I understand that after my account is opened, the terms of my account are subject to change as provided in the Cardmember Agreement.

About Your Application and This Offer: 
Depending on our review of your application and your credit history or if the income you report is insufficient based on your current obligations, we may be unable to open an account for you. You also understand that if your application is approved for an account, the APR and the type of account that you receive will be determined based on your creditworthiness. Please review the materials provided with your Cardmember Agreement for more details. Omission of any information requested on this application may result in a denial of credit. This offer is available only to applicants who are permanent residents of the United States, with the exception of Puerto Rico. This offer may not be available to you if you already have or have had a Credit Card account with us.

About Us and This Credit Card Program: This credit card program is issued and administered by Barclays Bank Delaware, located in Wilmington, Delaware. Any credit card account opened in response to this application shall be governed by the laws of the State of Delaware. American Express is a registered trademark of American Express and is used by us pursuant to a license.

Changes to Account and Benefits Terms: We reserve the right to change the APR and other account terms in accordance with the Cardmember Agreement, Delaware law and the Federal Truth in Lending Act. We also reserve the right to change the benefits and features associated with the card or the account.

About Your Credit Report and Your Credit Performance: You agree that Barclays has the right to obtain a current credit report in connection with our review of your application and, subsequently, in connection with a requested charge to any account with us, the renewal of your account, or a change in your credit line; and that we have the right to report to others our credit experience with you. Upon your request, we will tell you the name and address of each consumer reporting agency from which we obtained a consumer report about you. After your account is opened, we will periodically review your credit performance. If you do not maintain your credit performance, we may change your account terms.

How the Variable APRs on Your Account will be Determined: The APRs on your account will be determined each billing cycle by adding a margin to the Prime Rate (which will be the highest rate published in the Money Rates column of The Wall Street Journal on the last business day of each month). See your Cardmember Agreement for more detail. The APRs noted above are current as of 06/24/2010 using a Prime Rate of 3.25%.

Important Information About Procedures for Opening a New Account: To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means to you: When you apply for an account, we will ask for your name, street address, date of birth, social security number, and other information that will allow us to identify you. We may also ask to see copies of identifying documents.

Notice to Married Wisconsin Residents: No provision of any marital property agreement, unilateral statement under Section 766.59 of the Wisconsin statutes, or court order under Section 766.70 adversely affects the interest of the creditor, Barclays Bank Delaware, unless the Bank, prior to the time the credit is granted or an open-end credit plan is entered into, is furnished a copy of the Agreement, Statement or Decree, or has actual knowledge of the adverse provision. IF I AM A MARRIED WISCONSIN RESIDENT, CREDIT EXTENDED UNDER THIS ACCOUNT WILL BE INCURRED IN THE INTEREST OF MY MARRIAGE OR FAMILY.

Balance Transfers. Here's How it Works:
To request a balance transfer please enter the 15 or 16 digit account number from the MasterCard, Visa, American Express, or Discover Card account that you want us to process a balance transfer to. Upon approval of your application we will provide you with your Cardmember Agreement and to the extent permitted by your credit line we will process the requested balance transfer payment to the credit card account(s) which you have requested. If the total amount you request exceeds the assigned credit line on this account, we may either decline the request or send a partial payment to your creditor(s) in the order you provided them to us. The amount of available credit on this account will be reduced by the amount of the balance transfer and the related balance transfer fees. We reserve the right to decline to process any requested balance transfer. We will not process a request to transfer a balance from any other account you may have with us. Balance transfers incur interest from the transaction date and they do not have the same charge back rights as transactions conducted with a credit card.

A balance transfer may take up to 4 weeks to post to your other credit card accounts. Continue to pay each creditor until the balance transfer appears on the other account as a credit. If you would like to complete a balance transfer from another account that is not a Visa, MasterCard, American Express, or Discover card, please call the phone number on the back of your new credit card once you are approved.

The information contained in these disclosures is accurate as of 06/24/2010 and may change after this date.

Information Sharing:

Barclays' Privacy Policy is available online at www.mytravelocityrewards.com. I agree that Barclays Bank Delaware and Travelocity may share information about me and my account to the extent needed to administer the Reward Program.

Travelocity Rewards Program:

The Travelocity Rewards Program (the "Program") is offered by Barclays Bank Delaware ("Barclays") in partnership with Travelocity.com, to active Travelocity Rewards American Express ® Cardmembers in good standing. Barclays and Travelocity are solely responsible for establishing the terms and conditions of your participation and subsequent points accumulation in the program, and reserves the right to modify, amend or terminate the Program regulations at any time.

Upon application approval, you will be issued a Travelocity Rewards American Express ® Card credit card account (the "Account"). To be eligible to participate in the Program you must keep your Account open and in good standing, you must be a consumer (no businesses, corporations etc. are eligible to participate) and you must reside in the United States.

If you do not keep your Account open and current, your enrollment in the Program may be cancelled and any unredeemed Points may be cancelled.

Earning Points

1) $39 annual fee Travelocity Rewards American Express ® Card - Cardmembers earn "Points" in the following amounts based upon the types of purchase transactions charged to the Account:
a) 5 points per $1 of Net Purchases made with your Account on Travelocity.com
b) 2 points per $1 of Net Purchases made with your Account in the everyday spend category of the Choose Your Own Rewards option (see below).
d) 1 point per $1 spent on all other transactions.

2) No annual fee Travelocity Rewards American Express ® Card - Cardmembers earn "Points" in the following amounts based upon the types of purchase transactions charged to the Account:
a) 3 points per $1 of Net Purchases made with your Account on Travelocity.com
b) 1 point per $1 of Net Purchases made with your Account on all other transactions.

Points earned are based on the new net retail transaction activity (i.e. purchases less credits, returns and adjustments) charged to the Card during each periodic billing cycle rounded to the nearest dollar. Certain transactions do not qualify for points including balance transfers, convenience checks, cash advance fees, interest charges and other transaction charges. Eligible purchases may be made by the Cardmember(s) and/or any authorized user(s) of the Card. The Account may only be used for personal, family or household purposes. Transactions that are made for business or commercial purposes are not eligible to earn points.   

Points will be itemized on the Cardmember's periodic statement and will indicate the total number of points earned, points redeemed and points carried over during the statement month. Points expire after 48 months of inactivity, unless your Account is terminated earlier whether by you or by us.

Points Redemption:

Cardmembers may redeem Travelocity Points for the following Account statement credits when they purchase travel, services, and products on Travelocity.com:
Redeem 5,000 Travelocity Points for a $50.00 statement credit, or
Redeem 7,500 Travelocity Points for a $75.00 statement credit, or
Redeem 20,000 Travelocity Points for the cost of an airline ticket or Flight + Hotel Package up to a maximum credit of $400.00.

Statement credits will be reported on your monthly Account statement for the billing cycle in which your Travelocity purchase is posted. All award redemptions will be final at the time you make your Travelocity purchase or booking and request to redeem Reward points. In the event that your Travelocity travel or purchase is cancelled, postponed, or returned, neither Barclays or Travelocity.com will be responsible for refunding to your account the points redeemed or debiting to your account the credit redeemed. Barclays and Travelocity.com are not responsible for unauthorized Reward redemptions on your account. 

If your account is 60 or more days past due at any time, Barclays may at its option assess your Account for any statement credits previously awarded on your Account.

First Use Bonus Award:

1) $39 annual fee Travelocity Rewards American Express ® Card - Cardmembers who pay the annual fee, will receive 7,500 Bonus Points on their Account if a purchase or balance transfer posts to their Account (provided the transaction is not later rescinded or returned) within the first 30 days after the Account is opened. The points will appear at the close of the first billing statement in which the purchase posted. Balance Transfer Checks are not eligible for First Use Bonus Awards.
2) No annual fee Travelocity Rewards American Express ® Card - Cardmembers will receive 5,000 Bonus Points on their Account if a purchase or balance transfer posts to their Account (provided the transaction is not later rescinded or returned) within the first 30 days after the Account is opened. The points will appear at the close of the first billing statement in which the purchase posted. Balance Transfer Checks are not eligible for First Use Bonus Awards.

First Use bonus Awards are limited to new Cardmembers only.

Balance Transfer Bonus Points:

1) $39 annual fee Travelocity Rewards American Express ® Card - Cardmembers will earn one point per $1 in balances transferred to their Travelocity Rewards American Express ® Card in the first 30 days after the Account is opened, up to a maximum of 5,000 points. Balance Transfer Checks are not eligible for First Use Bonus Awards.
2) No annual fee Travelocity Rewards American Express ® Card - Cardmembers will earn one point per $1 in balances transferred to their Travelocity Rewards American Express ® Card in the first 30 days after the Account is opened, up to a maximum of 5,000 points. Balance Transfer Checks are not eligible for First Use Bonus Awards.

Choose Your Own Rewards:

Cardmembers with the $39 annual fee Travelocity Rewards American Express ® Card will be eligible to earn 2 points for every $1 spent on one of three categories that is selected by the Cardmember at the time of application. The "Choose Your Own Rewards" categories include transactions that post to the account under the categories of (1) groceries (2) gas or (3) restaurants. Eligible categories include: (1) "grocery"-purchases made at retail establishments that classify their merchant location to American Express ® as "Grocery Stores, Supermarkets, Wholesale Clubs, Miscellaneous General Merchandise Stores, Freezer And Locker Meat Provisioners, Candy, Nut Confectionery Stores, Dairy Products Stores, Bakeries, Misc Food Stores - Speciality, Convenience, Market"; (2)"gas"- purchases made at retail establishments that classify their merchant location to American Express ® as "Gas” – Service Stations, Automated Fuel Dispensers, Warehouse Club Gas and Truck Stop Transactions (3) "restaurant"- purchases made at retail establishments that classify their merchant location to American Express ® as "Caterers, Eating Places, Restaurants, Drinking Places (Alcoholic Beverages) - Bars, Taverns and Fast Food Restaurants. Certain purchase transactions including mail, catalog, internet and telephone purchases will not qualify as these transactions as they may be classified differently by the merchant. Barclays, American Express ® and Travelocity.com are not responsible for misclassification of merchant locations. The "Choose Your Own Rewards" category that is selected by the cardmember at the time of application may be changed on the anniversary of account opening by contacting Barclays customer care at 1-866-734-8040.

©2010 Barclays Bank Delaware