Charge Card Agreement 
                            (May Not Be Available to Residents of All States) 
         
        This Agreement and the documents listed below govern the use of your charge card account with Compass Bank 
        (�Account�) and each Visa or MasterCard charge card issued to access the Account (a �Card�). These other 
        documents are part of this Agreement: 
         
        �    The application or solicitation (�Application�) you signed or otherwise gave us to ask for the Account; and  
         
        �    The folder sent with each Card (�Card Folder�). 
         
        Please read and keep these documents for your records. 
         
        1.   Parties and Addresses:  
         
             (a) Bank: In this Agreement, �we�, �us� and �our� refer to Compass Bank and anyone to whom we 
                  give or sell your Account. Unless we tell you otherwise, our mailing address is: Compass Bank 
                  Card Center, P.O. Box 2210, Decatur, Alabama 35699-0001. 
              
             (b) You: �You� and �your� refer to each person (1) who applied for the Account, or (2) who agreed to 
                  be responsible for the Account. We will send bills and other notices to the address you give us. 
                  You promise to tell us right away if that address changes. 
         
        2. Joint Accounts: If you have a joint Account, each of you may use the Account. We may ask any one of 
             you to pay any balance due. Any one of you may give us any notice under this Agreement. If you give us 
             different notices or make different requests, we may pick which one to honor without telling any of you. 
             We will not owe anything to you or anyone else because we picked one of your notices or requests.  
         
        3. Promise to Pay: You promise to pay us for all transactions on your Account, including those by anyone 
             whom you allow to use the Account. You also promise to pay any fees and other amounts you owe us 
             under this Agreement. By keeping, using or permitting others to use the Account or any Card, you agree 
             to the terms of this Agreement. 
         
        4. Governing Law: This Agreement and your Account will be governed by (1) federal law, and (2) to 
             the extent not preempted by federal law, the laws of Alabama, without regard to its conflicts of law 
             provisions. We accepted this Agreement in Alabama. 
         
        5.   Changing This Agreement: We may change this Agreement unless an applicable law says we may not. 
             We will tell you when changes will be effective and how they will apply to your Account. You may not 
             change this Agreement unless we agree in writing. 
         
        6. Using Your Account: You may use your Account to make the following types of transactions: 
         
             (a) Purchases: You may purchase or lease goods or services from any merchant that accepts your 
                  Card or Account. 
              
             (b) Cash Advances: You may obtain cash or other advances by using your Card or Account in any of 
                  the following ways: 
                 
                  �    From us or any other financial institution or automated teller machine (�ATM�) that 
                       accepts your Card;  
         
                  �    By purchasing items that can be traded right away for cash, such as wire transfers, 
                       money orders, traveler�s checks, lottery tickets or casino chips; or 
                   
                  �    By placing bets or wagers (if legal) or to make tax or other similar payments. 
                   
          
        7.   Illegal and Online Gambling Transactions: You agree not to use your Account for any transaction that 
             is illegal where you live or where the transaction takes place. You must find out if a transaction is legal 
             before you make it. You also agree not to use your Account for any Internet or online gambling 
             transaction, even if it is legal. We may refuse to authorize any illegal, Internet or online gambling 
             transaction. If we do authorize the transaction, you agree to pay us for it unless an applicable law says 
             you may not.  
         
        8. Credit Limits: We will tell you your starting credit limits on the Card Folder. Your billing statements also 
             will show your credit limits and available credit.  
              
             (a) Separate Limits: We will give you a credit limit for your Account.  We also may give you different 
                  limits for different types of transactions. For example, we may tell you that you can only use part 
                  of your credit limit for Cash Advances.  
              
             (b)  When Your Payments Increase Available Credit: We may delay increasing your available credit 
                  for up to 10 days after you make a payment.  
              
             (c)  Going Over Your Credit Limits: This Agreement applies to all transactions and balances on your 
                  Account, including any transaction that would cause the balance (including unpaid fees, unless 
                  prohibited by law) on your Account (or any type of transactions on your Account) to go or stay 
                  over the credit limit (an �Overlimit Transaction�). If the balance on your Account (or on any type of 
                  transactions on your Account) goes over the credit limit, you must pay the amount that is over the 
                  limit right away. We do not have to authorize any Overlimit Transaction. If we authorize any one 
                  or more Overlimit Transactions, it does not mean that we must authorize any other Overlimit 
                  Transaction. 
               
             (d)  Changes to Your Credit Limits: You may request a credit limit increase by calling us at 1-800-239-
                  5175, and we might agree to your request. We may change your credit limits at any time. For 
                  example, we may (1) increase or decrease any of your credit limits, (2) add one or more separate 
                  limits, or (3) cancel your available credit. We will tell you first or get your permission if an 
                  applicable law requires us to. You still will have to pay all amounts you owe under this 
                  Agreement. 
         
        9. Billing Statements: We will send you a bill at the end of each monthly billing cycle if applicable law 
             requires. Read each bill as soon as you get it. Tell us right away if you see any error or problem. Your bill 
             will show important information about your Account, including:  
              
             �    The unpaid balance at the end of that billing cycle;  
              
             �    The amount of your next payment, which will be the full amount of that unpaid balance (�Payment 
                  Due�); and 
              
             �    When your next payment is due (�Payment Due Date�). 
         
        10. Fees:  You agree to pay the following fees, as applicable, which will be charged to your Account. 
         
             (a) Annual Fee: An annual fee for keeping your Account open.  If we will charge an annual fee on 
                  your Account, the amount of this fee will be shown on the Card Folder.  The fee will be charged to 
                  your Account shortly after the time it is opened.  For each year that your Account remains open, 
                  the fee will be charged during the same month that it was initially charged. 
              
             (b) Transaction Fees: 
              
                  �    Cash Advance Fee: For each Cash Advance, a fee of $10 or 4% of the Cash Advance, 
                       whichever is greater. 
         
                  �    Foreign Transaction Fee: A fee of 3% of each transaction made (1) in a foreign currency, 
                       (2) outside of the United States, or (3) with a foreign merchant, even if that transaction is 
                       made in U.S. dollars. We may charge a Foreign Transaction Fee for each transaction 
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                       (including returns or refunds) at the time we add the transaction to your Account. The fee 
                       will be based on the U.S. dollar amount Visa or MasterCard provided to us. 
              
             (c) Penalty Fees: We will charge penalty fees in the amounts established by the Federal Reserve 
                  Board, which currently are $25 and $35. The Federal Reserve Board may adjust these amounts 
                  annually to reflect changes in the Consumer Price Index (CPI), and we may revise any of the 
                  penalty fees below to reflect the CPI adjustments. We will not charge more than one penalty fee 
                  for a single event or transaction that violates multiple terms of this Agreement.  
         
                  � Late Fee: A fee if we do not receive the full amount of the Payment Due by the tenth 
                         th
                       (10 ) day after the Payment Due Date (or the next business day if your Payment Due 
                       Date falls on a Saturday, Sunday or holiday). For any late payment, this fee will be 
                       determined as follows: 
                       o    If you have had no late payment during any of the previous 6 billing cycles � the 
                            fee will be the greater of $18 or 5% of the past due amount (not to exceed $25); 
                       o    If you were late on any Payment Due during any of the previous 6 billing cycles � 
                            the fee will be the greater of $18 or 5% of the past due amount (not to exceed 
                            $35); or 
                       o    If we have not received the full Payment Due on your Account for two or more 
                            billing cycles in a row � the fee will be the greatest of the following: 
                            * $18,  
                            *    5% of the past due amount (not to exceed $35), or  
                            *    3% of the past due amount (not to exceed $100). 
                       The late fee will never be more than the full amount of the Payment Due (as shown on 
                       your billing statement) that was due immediately before the fee is assessed (rounded up 
                       or down to the nearest dollar).  
         
                  �    Returned Payment Fee: A fee if a check or similar instrument or any debit for payment on 
                       your Account is returned unpaid for any reason. The amount of this fee will be $25 or the 
                       full amount of the Payment Due that was due immediately before the payment was 
                       returned (rounded up or down to the nearest dollar), whichever is less.  We will charge 
                       the fee even if the check or debit is later honored or paid.  
         
             (d) Other Fees: 
                   
                  �    Expedited Delivery Fee: A fee if you request and we agree to arrange for expedited 
                       delivery of any Card or Checks to you (for example, by an overnight delivery service). We 
                       will disclose the amount of this fee at the time you request this service. If you then 
                       confirm and we honor your request, we will charge the fee disclosed at the time of the 
                       request. 
                   
                  � Document Fees: The following fees for each copy of a sales slip or billing statement you 
                       request: 
                   
                       For copies of sales slips: $5 for each item requested 
                        
                       For duplicate copies of billing statements:  
                        
                         o  $7 for each statement from the previous 12 months,  
                         o  $17 for each statement more than 12 months but not more than 24 months old,  
                         o  $27 for each statement more than 24 months but not more than 36 months old, 
                            and  
                         o  $37 for each statement more than 36 months old.  
                        
                       There will be no charge for any item you request in good faith in connection with the 
                       resolution of any disputed billing matter.  
                   
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                  �    Expedited Payment Fee:  A fee of $15 if you request us to expedite payment on your 
                       Account by debiting any deposit or other account you designate, and we honor your 
                       request.  
         
        11. Payment Due:  For each billing cycle, the Payment Due will be the unpaid balance at the end of that 
             billing cycle.  You cannot increase your available credit by paying more than the full amount then owed on 
             your Account.  
         
        12. Making Payments: You must pay us in U.S. dollars. Mail your personal check or money order to the 
             address shown on your bill. Include the payment stub from your bill with your payment. Do not send cash. 
             If you do not follow these instructions, we might not credit the payment for up to five business days after 
             we get it. 
              
             (a) Disputed Payments: If you dispute any amount we say you owe under this Agreement, you 
                  must write to us at Compass Bank Card Center, P.O. Box 2101, Decatur, Alabama 35602-
                  2101. If you pay us with a check marked with �payment in full� or similar words, you must 
                  send it to this address. Subject to any restrictions of applicable law: (1) the words 
                  �payment in full� or similar words will have no effect; and (2) we can take disputed 
                  payments without giving up any of our rights. 
              
             (b)  Paying at Branches, Online and By Telephone: If we let you pay at one of our branches, we will 
                  credit the payment as of the day we get it. If we let you pay online or by phone, we will tell you 
                  how to pay and when your payment will be credited. 
              
             (c)  Timing for Mailed Payments: If you mail a payment to the address shown on your bill, your 
                  payment will not be considered late if we receive it by 5 p.m. Central Time on the Payment Due 
                  Date (or the next business day if your Payment Due Date falls on a Saturday, Sunday or holiday).  
         
        13.  Special Offers: We may make a special offer to you. For example, we may offer a reduced fee. Such 
             offers may apply to all transactions on your Account, or only to some transactions. We will tell you what 
             terms of the special offer differ from the terms of this Agreement. Except as we tell you in a special offer, 
             the rest of this Agreement will still apply to your Account.   
         
        14. Currency Conversion: Visa or MasterCard will convert the amount of any transaction you make in a 
             currency other than U.S. dollars into U.S. dollars. Visa or MasterCard will use its own currency conversion 
             procedures in effect at that time. Visa or MasterCard will pick an exchange rate on the processing date 
             using either (1) the range of rates available in wholesale currency markets (which rate may differ from the 
             rate Visa or MasterCard could get) or (2) the rate required by the government. The exchange rate used 
             may differ from the exchange rate on the date you made the transaction. If you make a return or get a 
             refund, the same procedures apply. The amount of any return or refund credit to your Account may be 
             slightly different from the amount of the original transaction because the exchange rate changes from day 
             to day.  
         
        15. Default: If you do or fail to do certain things, you will be in default under this Agreement. If you are in 
             default, we have certain rights and you have certain duties under this Agreement. In deciding whether you 
             are in default and in using any of our rights, we will follow applicable law. 
              
             (a)  Events of Default: We may decide you are in default if you:  
              
                  �    Fail to make a payment on this Agreement or any other agreement with us when due; 
                   
                  �    Go over your credit limit;  
                   
                  �    Make a payment that is not paid by your bank;  
                   
                  �    Fail to do anything this Agreement requires;  
                   
                  �    Do anything this Agreement prohibits;  
                   
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                  �    File or have filed against you a bankruptcy petition;  
                   
                  �    Die, become legally incompetent or go to jail;  
                   
                  �    Give us false or incomplete credit information, false signatures or make any material 
                       misrepresentation;  
                   
                  �    Lose your Card (including if it is stolen).  
                   
                  We also may decide you are in default if (1) we find you no longer qualify for any credit limit then 
                  in effect on your Account, or (2) we believe in good faith that you will not be able to pay what you 
                  owe for any other reason. 
              
             (b)  What Happens When You Are in Default: We may (1) suspend or terminate your credit privileges, 
                  (2) close your Account, and/or (3) ask you to pay the full amount you owe right away. We will tell 
                  you first before doing these things if an applicable law requires us to. You still have to pay all 
                  amounts you owe us.  
         
        16. Collection Costs: We may charge you for costs we have to pay to collect what you owe after default. 
             These costs may include reasonable fees to attorneys who are not our paid employees. We will not 
             charge you for our collection costs if you owe us $300 or less or an applicable law says we may not. 
         
        17.  Closing Your Account:  
         
             (a)  We May Limit Use Of or Close Your Account: We may (1) temporarily take away your ability to 
                  make transactions or otherwise use your Account, (2) delay reissuing your Card, or (3) close your 
                  Account. We may do these things at any time, but will tell you first if an applicable law requires us 
                  to. You must destroy all Cards if we tell you to. You still have to pay all amounts you owe us. If 
                  you are not in default when your Account is closed, you may pay off the balance under the terms 
                  of this Agreement that apply at that time. We can use all the rights and remedies we have under 
                  this Agreement until all amounts are repaid. We will not owe anything to you or anyone else if we 
                  do any of these things. 
              
             (b)  You May Close Your Account: You may close your Account at any time by telling us in writing. 
                  You must destroy all Cards if we tell you to. You still have to pay all amounts you owe us. If you 
                  are not in default when you close your Account, you may pay off any balance under the terms of 
                  this Agreement that apply at that time.  
         
        18.  Information About You and Your Credit: You promise that the information you gave us to open your 
             Account is true. You also promise to tell us right away and to stop using the Account if (1) you plan to file 
             for bankruptcy, or (2) are otherwise unable to pay your debts. We may look again at your financial 
             condition and credit standing at any time and for any reason. We may get a current credit report or ask 
             you for current financial information or documents. For example, we may ask about your property and 
             debts. We also may ask for copies of your tax returns or verification of your employment and income. You 
             agree to let us do this and help with any investigation of your credit record. A negative credit report 
             reflecting on your credit record may be submitted to one or more credit reporting agencies if you fail to 
             fulfill your obligations under this Agreement. 
         
        19. Inaccurate Information: Write to us at the address in Section 1(a) if you believe that (1) we have 
             information about you that is inaccurate or (2) we have reported or may report inaccurate information 
             about you to a credit reporting agency. Tell us exactly what information you believe is inaccurate. 
         
        20.  Liability For Unauthorized Use: If you notice the loss or theft of your Card or a possible unauthorized 
             use of your Card, you should write to us immediately at Compass Bank Card Center, P.O. Box 2210, 
             Decatur, Alabama 35699-0001, or call us at 1-800-239-5175. You will not be liable for any unauthorized 
             use that occurs after you notify us. You may, however, be liable for unauthorized use that occurs before 
             your notice to us. In any case, your liability will not exceed $50. 
         
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        21.  Telephone Monitoring; Consent to Communication: To make sure our employees give accurate and 
             courteous customer service, sometimes your call may be monitored by a second employee and/or 
             recorded. You agree to this monitoring and recording. We may contact you using (1) any information or 
             phone numbers (including cell phone numbers) you provide to us on your Application or otherwise, and 
             (2) an automated telephone dialing system and/or artificial or prerecorded voice message, even if you are 
             charged for the call under your phone plan. 
         
        22.  We Do Not Give Up Our Rights by Not Using Them: Sometimes we might decide not to do something 
             we could do under this Agreement, like charging you a fee. Or, we might decide to do something less 
             than what we could do, like charging you a lower fee or wait a few days before charging a fee. If we do 
             this one or more times, this does not mean we have to do it again. We can do all the things this 
             Agreement allows in the future, even if we did something different one or more times in the past. We also 
             might decide, for example, to:  
              
             �    Accept late or partial payments; 
              
             �    Give you more time to make a Payment Due; 
              
             �    Reduce or not charge any fee you would otherwise owe;  
              
             �    Let one or more of you out of your promises under this Agreement without telling the others or 
                  letting them out of their promises. 
              
             If we do any of these things, we will not lose any of our rights under this Agreement.  
         
        23.  Authorizing Transactions; Acceptance of Your Card: We may limit the number or dollar amount of 
             transactions on your Account. We do not have to authorize any transaction, even if you have credit 
             available. For example, we might not authorize a transaction if we need to verify your Account status. A 
             merchant does not have to accept your Card or Account. We will not owe anything to you or anyone else 
             if (1) we do not authorize a transaction, regardless of the reason, or (2) a merchant will not accept your 
             Card or Account. Also, we will not owe anything to you or anyone else for goods or services you bought 
             or leased using your Account. 
         
        24.  Assignment; Binding Effect; Severability: We may sell or give your Account, this Agreement and our 
             rights or duties under this Agreement to any other person or company. We can do this at any time without 
             telling you first or getting your permission. You may not sell or give your Account or any of your rights or 
             duties under this Agreement to any other person or company. This Agreement will be binding on your 
             heirs and legal representatives. This means they may have to pay if you die or become legally 
             incompetent. If a court with proper authority finds any part of this Agreement is not valid or cannot be 
             enforced, the other parts still will apply. 
         
        25. Dispute Resolution: 
         
             (a)  This subsection (a) applies if you reside outside California. 
         
             Arbitration: Either you or we may ask to settle disputes by arbitration. Arbitration is a way of working out 
             disputes without going to court. If you or we ask for arbitration, we would all meet with a person called an 
             arbitrator. An arbitrator is like a referee or a judge. The arbitrator will listen to what you and we have to 
             say. The arbitrator will decide who is right. The arbitrator�s decision is called an award. The party who 
             wins the award can take it to any court that could have heard the dispute and get an official judgment. 
             Please read the rest of this section carefully. It explains how arbitration works.  
              
             Some Legal Rights May Not Be Available in Arbitration: After any party asks for arbitration of a 
             dispute, neither you nor we can ask a court to hear that dispute. There will be no jury trial of that 
             dispute. You cannot be part of any class action relating to that dispute. The right to get 
             information from each other and other procedures may be more limited in arbitration than in 
             court. With a few limited exceptions, the arbitrator�s award will be final and unchangeable. Other 
             rights that you or we would have in a court also may not be available in arbitration. 
              
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             �    What Disputes Are Covered: Any dispute that arises from or relates to this Agreement, your 
                  Account and any transaction involving the Account will be settled by arbitration unless it is 
                  described below in �What Disputes Are Not Covered.� This means that disputes about the 
                  following are covered:  
                   
                  o    This Agreement, your Account or any transaction involving the Account; 
                   
                  o    Any advertisement, promotion or oral or written statement related to this Agreement or 
                       your Account; 
                   
                  o    Any relationships that result from this Agreement (including, as far as applicable law will 
                       allow, relationships with third parties who are not parties to this Agreement or this 
                       arbitration provision); 
                   
                  o    The validity, interpretation, scope or enforceability of this Agreement (except for any 
                       challenge to the enforceability of this Dispute Resolution section or any dispute about the 
                       parts of this subsection (a) about class disputes); and 
                   
                  o    Whether it is too late to settle a dispute because of any statute of limitations, estoppel, 
                       waiver, laches or similar legal rule. 
                   
                  It doesn�t matter whether the dispute is based on contract, fraud, tort, intentional tort, statute, 
                  regulation, constitution, common law, equity or otherwise.  It also doesn�t matter when the dispute 
                  began (whether before this Agreement, now or in the future). This arbitration provision will 
                  continue to apply after this Agreement ends and/or after you or we close the Account. 
                   
             �    What Disputes Are Not Covered: This arbitration provision does not cover any dispute: 
                   
                  o    That you or we could take to a small claims court, which usually limits its cases based on 
                       the amount of the claim; or 
                   
                  o    About the parts of this arbitration provision that prohibit class disputes. 
              
             �    No Class Disputes: You cannot join together in a dispute with anyone other than people who use 
                  your Account. Even if other people have disputes similar to a dispute that you or we ask to 
                  arbitrate, those people and their disputes cannot be part of any arbitration between you and us. 
                  You cannot arbitrate any dispute on a class action, private attorney general or other 
                  representative basis. Only a court, and not an arbitrator, may decide whether this provision 
                  prohibiting class disputes can be enforced. 
              
             �    Who Will Arbitrate: The American Arbitration Association (�AAA�) or JAMS ADR (�JAMS�) may 
                  arbitrate any dispute, or you and we may agree upon a different arbitrator. For more information 
                  about arbitration, contact the AAA (www.adr.org or 1-800-778-7879) or JAMS (www.jamsadr.com 
                  or 1-800-352-5267). If for any reason the AAA or JAMS is unable or unwilling to arbitrate, or you 
                  and we cannot agree on an arbitrator, we will use another national or regional arbitration group. 
                  The number of arbitrators will depend on the total dollar amount of all disputes by both you and 
                  us. If the total is $250,000 or less, one arbitrator will hear the dispute(s). If the total is over 
                  $250,000, three arbitrators will hear the dispute(s). Each arbitrator must be an active member in 
                  good standing of the bar for any state in the continental United States, and either: (a) actively 
                  engaged in the practice of law for at least 5 years or (b) a retired judge. 
              
             �    What Rules Apply: The arbitration of any dispute will be conducted according to the rules of the 
                  arbitrator (�Rules�). If an arbitrator other than the AAA is chosen, the Rules of the AAA will be 
                  applied to any circumstance that is not addressed by the Rules of the chosen arbitrator. If the 
                  total of all disputes is $250,000 or less, we will use any expedited procedures in the Rules. If this 
                  Agreement and the Rules say something different, we will follow this Agreement and not the 
                  Rules.  
         
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             �    How To Start Arbitration: Either you or we may start an arbitration by giving written notice to the 
                  other party. At a minimum, this notice must describe the subject of the dispute and the result 
                  requested in arbitration by the party giving the notice. If you ask us to arbitrate, you can choose 
                  the AAA or JAMS, or suggest another national or regional arbitration group to arbitrate the 
                  dispute. If we ask you to arbitrate, we will give you 10 days to choose the AAA or JAMS, or to 
                  suggest another national or regional arbitration group. In either case, if you suggest an alternative 
                  to the AAA and JAMS, we will work with you to determine if you and we can agree on a different 
                  group or arbitrator.  If you and we are unable to agree, the arbitration will be conducted by the 
                  AAA or, if the AAA is not available, by a similar arbitration group. The party asking for arbitration 
                  must file a notice with the arbitration group following the Rules in effect at that time.  
              
             �    When a Party May Ask for Arbitration: You or we may ask for arbitration before or after a lawsuit 
                  has been filed. You or we must ask for arbitration within the statute of limitations that would apply 
                  to the same dispute in court. If it is too late to resolve the dispute in court, it is also too late to 
                  resolve it in arbitration.  
              
             �    What the Arbitrator(s) Must and May Not Do: Each arbitrator must:  
              
                  o    Limit discovery to information that is directly relevant to the dispute and is not considered 
                       confidential or otherwise protected from being made public. Discovery is the process by 
                       which you and we ask each other for information about the dispute;  
                   
                  o    Make decisions and awards based on the evidence and applicable substantive law and 
                       the rules of evidence used in federal courts;  
                   
                  o    Make decisions and awards only with respect to claims made by or against you 
                       individually;  
                   
                  o    Give a brief written explanation of the basis for the award upon request of either party; 
                       and 
                   
                  o    Make specific findings of fact and conclusions of law to support any award greater than 
                       $25,000. 
         
                  o    Not make any award that would require you and us to continue any relationship we may 
                       have under this Agreement or otherwise. 
                   
             �    Who Pays for Arbitration: There will be costs for arbitration. Contact the AAA or other arbitration 
                  group to find out what the arbitration charges will be. You may have to pay some of the arbitration 
                  charges unless this Agreement, an applicable law or the Rules say we must pay. If the total dollar 
                  amount of all disputes is $50,000 or less, we will pay that portion of the arbitration filing fee that is 
                  more than the cost of filing a lawsuit in the federal court where you live. You can ask us to pay 
                  some or all of the other arbitration charges you have to pay, but we don�t promise to do as you 
                  ask. At the end of the arbitration, the arbitrator(s) will decide who has to pay for any arbitration 
                  charges that are greater than those we agreed to pay. The arbitrator(s) also may order us to pay 
                  some or all of your attorneys, expert and witness fees. Unless ordered otherwise by the 
                  arbitrator(s), each of us must pay for its own attorneys, expert and witness fees, no matter who 
                  wins. 
              
             �    Where Will Arbitration Take Place: Any arbitration will take place in the federal judicial district 
                  near your home. Or, you and we could agree that arbitration will take place somewhere else. 
              
             �    What Law Applies: This arbitration provision is made pursuant to a transaction involving interstate 
                  commerce. The Federal Arbitration Act will apply to the construction, interpretation and 
                  enforceability of this arbitration provision despite any other choice of law provision in this 
                  Agreement.  
              
             �    Other Rights and Remedies: Nothing in this arbitration provision will limit certain other rights you 
                  or we may have. This means that you or we could, for example:  
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                  o    Get an injunction, which is a court order to stop someone from doing something; or 
                   
                  o    File an interpleader action, which is a type of lawsuit used to decide who owns property 
                       that more than one person claims to own.  
                   
                  If you or we do any of these things or take part in any other court case, it does not affect your or 
                  our rights under this arbitration provision. 
              
             �    What Happens If Part or All of This Arbitration Provision Cannot Be Enforced: Only a court and 
                  not an arbitrator can determine if any part of this arbitration provision cannot be enforced. If a 
                  court with proper jurisdiction says that any part of the �No Class Disputes� subsection above 
                  (which prohibits arbitration of class disputes) cannot be enforced, then none of the arbitration 
                  section in this Agreement will apply, and this section will be considered deleted from the 
                  Agreement. If a court with proper jurisdiction says that any other part of this arbitration provision 
                  cannot be enforced, then the rest of this arbitration subsection still will apply, including the �No 
                  Class Disputes� subsection above.   
              
             Waiver Of Jury Trial:  This provision limits your rights to a jury trial.  You should review this 
             section carefully.  If you and we have any dispute related to this Agreement, your Account, or any 
             transactions involving your Account and (i) neither you nor we seek to compel arbitration of the 
             dispute, or (ii) some or all of the arbitration section is unenforceable and the dispute will be 
             resolved in court, then you and we agree voluntarily and knowingly to waive any right each may 
             have to a jury trial to the fullest extent permitted by law. 
         
             Attorneys� Fees.  In any action between you and us in court, the prevailing party will be entitled to 
             receive from the other party an amount equal to the reasonable attorneys� fees the prevailing party 
             incurred in bringing or defending the court action. 
              
             (b)  This subsection (b) applies if you reside in California. 
         
             Judicial Reference: Either you or we may ask to settle disputes by judicial reference under the 
             provisions of the California Civil Code, Sections 638-645.1, unless the dispute is part of a class action. 
             This judicial reference provision limits your ability to ask a court to hear a dispute and your right 
             to a jury trial.  By agreeing to judicial reference, you and we waive, and shall not have, any right to 
             a jury trial.  You should review this section carefully. It explains how judicial reference works.  
              
             Some Legal Rights May Not Be Available in Judicial Reference:  Judicial reference is a proceeding 
             where disputes are decided by a judicial referee.  The judicial referee will receive evidence at a hearing 
             and then issue a statement of decision upon which a judgment is based. You and we agree that the 
             referee will have the power to decide all issues of fact and law, to issue a statement of decision, and to 
             provide all legal and equitable relief appropriate based on the evidence provided at the hearing. 
              
             �    What Disputes Are Covered: Any dispute that arises from or relates to this Agreement, your 
                  Account and any transaction involving the Account will be settled by judicial reference unless it is 
                  described below in �What Disputes Are Not Covered.� This means that disputes about the 
                  following are covered:  
                   
                  o    This Agreement, your Account or any transaction involving the Account; 
                   
                  o    Any advertisement, promotion or oral or written statement related to this Agreement or 
                       your Account; 
                   
                  o    Any relationships that result from this Agreement (including, as far as applicable law will 
                       allow, relationships with third parties who are not parties to this Agreement or this judicial 
                       reference provision); 
                   
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                  o    The validity, interpretation, scope or enforceability of this Agreement (except for any 
                       challenge to the enforceability of this Dispute Resolution section or any dispute about the 
                       parts of this subsection (b) about class disputes); and 
                   
                  o    Whether it is too late to settle a dispute because of any statute of limitations, estoppel, 
                       waiver, laches or similar legal rule. 
                   
                  It doesn�t matter whether the dispute is based on contract, fraud, tort, intentional tort, statute, 
                  regulation, constitution, common law, equity or otherwise.  It also doesn�t matter when the dispute 
                  began (whether before this Agreement, now or in the future). This judicial reference provision will 
                  continue to apply after this Agreement ends and/or after you or we close the Account. 
                   
             �    What Disputes Are Not Covered: This judicial reference provision does not cover any dispute: 
                   
                  o    That you or we could take to a small claims court, which usually limits its cases based on 
                       the amount of the claim; or 
                   
                  o    About the parts of this judicial reference provision that prohibit class disputes. 
              
             �    No Class Disputes: A claim by, or on behalf of, other persons will not be considered in, joined 
                  with, or consolidated with, the judicial reference proceedings between you and us.  Any such 
                  claim will be resolved in a court of proper jurisdiction. 
              
             �    Who Will Serve as Referee:  You and we agree that a single referee who is a retired California 
                  state or federal court judge shall be appointed by the court under California Code of Civil 
                  Procedure 640 and shall preside over the reference proceeding and decide all issues of fact and 
                  law.  If you and we are unable to agree upon a referee within 10 days of a written request for 
                  judicial reference by any party, then any party may ask a court to appoint a referee under the 
                  California Code of Civil Procedure, Sections 638 and 640, and may nominate up to three retired 
                  state or federal court judges to serve as this referee. 
              
             �    How To Start a Judicial Reference Proceeding: Either you or we may start a judicial reference 
                  proceeding by giving written notice to the other party. At a minimum, this notice must describe the 
                  subject of the dispute and the result requested in the judicial reference proceeding by the party 
                  giving the notice.  
         
             �    When a Party May Ask for Judicial Reference: You or we may ask for judicial reference before or 
                  after a lawsuit has been filed. You or we must ask for judicial reference within the statute of 
                  limitations that would apply to the same dispute in court. If it is too late to resolve the dispute in 
                  court, it is also too late to resolve it in judicial reference.  
              
             �    What the Referee Must and May Not Do: The referee must:  
         
                  o    Make decisions and awards based on the evidence and applicable substantive law and 
                       the rules of evidence used in federal courts;  
                   
                  o    Make decisions and awards only with respect to claims made by or against you 
                       individually;  
         
                  o    Provide a statement of decision indicating how each dispute was decided, along with a 
                       concise written explanation of the basis for the award. The referee�s statement of 
                       decision must contain written findings of fact and conclusions of law. The court shall enter 
                       judgment thereon under California Code of Civil Procedure Sections 644(a) and 645.  
                       After this judgment is entered, the decision of the referee shall then be appealable as if 
                       made by the court.  
                   
                  o    Not make any award that would require you and us to continue any relationship we may 
                       have under this Agreement or otherwise. 
                   
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             �    Other Rights and Remedies: Nothing in this judicial reference provision will limit certain other 
                  rights you or we may have. This means that you or we could, for example:  
              
                  o    Get an injunction, which is a court order to stop someone from doing something; or 
                   
                  o    File an interpleader action, which is a type of lawsuit used to decide who owns property 
                       that more than one person claims to own.  
                   
                  If you or we do any of these things or take part in any other court case, it does not affect your or 
                  our rights under this judicial reference provision. 
              
             �    What Happens If Part or All of This Judicial Reference Provision Cannot Be Enforced: If any 
                  portion of this judicial reference provision is not enforced other than the �No Class Disputes� 
                  section, the remaining portions of it will remain enforceable. This judicial reference provision shall 
                  survive termination of this Agreement and the closing of your Account. 
              
             Attorneys� Fees.  In any action between you and us, regardless of whether the action is in court or in 
             judicial reference, each party must pay its own attorney, expert, and witness fees, regardless of how the 
             dispute is resolved. 
         
        Maryland Residents: You have the right under Maryland Commercial Law Code Section 12-510 to receive an 
        answer to a written inquiry concerning the status of your Account. Finance charges will be imposed in amounts or 
        at rates not in excess of those permitted by law.  
         
        New Jersey Residents: Because certain provisions of this Agreement are subject to applicable law, they may be 
        void, unenforceable or inapplicable in some jurisdictions. None of these provisions, however, is void, 
        unenforceable or inapplicable in New Jersey. 
         
        NOTICE TO THE BUYER - DO NOT SIGN THIS CREDIT AGREEMENT BEFORE YOU READ IT OR IF IT 
        CONTAINS BLANK SPACES. YOU ARE ENTITLED TO A COPY OF THIS AGREEMENT. KEEP IT TO 
        PROTECT YOUR LEGAL RIGHTS.  
         
        Signatures: 
         
        You: Any handwritten, electronic or digital signature provided by you or any person whom you allow to use the 
        Account on any document in connection with opening or using your Account serves as your signature on this 
        Agreement. 
         
        Bank: We have signed this Agreement as follows: 
             /s/ A. Smith 
             A. Smith 
             Vice President 
             Compass Bank  
              
        Your Billing Rights: Keep This Document For Future Use 
         
        This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act. 
         
        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 payment address shown on your bill.  
         
        In your letter, give us the following information: 
         
        �  Account information: Your name and account number. 
         
        �  Dollar amount: The dollar amount of the suspected error. 
         
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        �  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 We Receive Your Letter 
         
        When we receive your letter, we must do two things: 
         
        1.  Within 30 days of receiving your letter, we must tell you that we received your letter. We 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: 
         
        �  We cannot try to collect any amount in question, or report you as delinquent on that amount.  
         
        �  The charge in question may remain on your statement.  
         
        �  While you do not have to pay the amount in question, you are responsible for the remainder of your balance. 
         
        �  We can apply any unpaid amount against your credit limit. 
         
        After we finish 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 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 
           fees. We will send you a statement of the amount that you owe and the date payment is due. We 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. We 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. 
         
        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 Are Dissatisfied With Your Charge Card Purchases 
         
        If you are dissatisfied with the goods or services that you have purchased with your charge 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.  
         
        To use this right, all of the following must be true: 
         
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        1.  The purchase must have 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 are 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.) 
         
        2.  You must have used your charge card for the purchase. Purchases made with cash advances from an ATM 
          do not qualify. 
         
        3.  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 
        payment address shown on your bill.  
         
        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. 
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
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                             BBVA Compass Visa Charge Card 
                           Pricing Information as of March 30, 2012 
                                            
        These terms are accurate as of the date listed above, but may have changed after that date.  
        You can always find out the most current terms by contacting us at: Compass Bank, P.O. Box 
        2210, Decatur, AL 35699 or 1-800-239-5175. 
         
       Fees                 
       Annual Fee          $0 or $30 depending on your credit worthiness 
       Transaction Fees     
       � Cash Advance      Either $10 or 4% of the amount of each cash advance, whichever is greater  
       � Foreign Transaction  3% of each transaction in U.S. dollars 
       Penalty Fees         
       � Late Payment      Up to $35, but if you do not pay for two consecutive billing cycles, up 
                           to $100   
       � Returned Payment  Up to $25 
         
        Billing Rights:  Information on your rights to dispute transactions and how to exercise those rights is provided in your account agreement. 
         
        BBVA Compass is a trade name of Compass Bank, a member of the BBVA Group. 
         
         
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