Cardholder Agreement
WOODFOREST NATIONAL BANK
Discover® Network Card
Effective October 1, 2007

This credit card account ("Account") is provided by Woodforest National Bank.
Your contract with us is contained in this Cardholder Agreement and your appli-
cation  or  solicitation  response  for  the Account  (together,  the  “Agreement”).
Please read the Agreement and keep it for your records. In this Agreement and
unless the context indicates otherwise, the words "you," "your" and "yours"
mean the Cardholder(s) and each person(s) who use(s) any Card or Account
with your permission. The words "we," "us," "our" and "Bank" mean Woodforest
National Bank and its successors and assigns. You agree to the terms and con-
ditions of this Agreement when a Cardholder, or a person who you authorize
(an “Authorized User”), accepts, signs or uses the Card or Account.

Terms and Conditions
This Agreement governs the terms and conditions of your Account with us. Cus-
tomers are given this Agreement when approved for an Account, or on request.
By opening an Account and making Transactions (as defined below), you agree
to use this Account only for personal, family or household purposes and to com-
ply with, and be bound by, this entire Agreement.  You should retain and carefully
review this entire Agreement. You and we agree as follows: 
1. Accepting this Agreement. This Agreement will be effective on the earlier
of the date (a) you sign or otherwise submit an application for the Account that
we approve; or (b) you use, or someone authorized by you uses, the Card or the
Account. You acknowledge and agree that any use of a Card, signing of an Ac-
count application or other document, or other acceptance of the Account or the
Card constitutes your acceptance of the terms and conditions of this Agreement.  
2. Promise to Pay. By using your Card or your Account, you agree to pay us an
amount  equal  to  the  sum  of  all Transactions  made  in  connection  with,  and
posted to, your Account plus any FINANCE CHARGES (as defined below), fees
and other charges provided for in this Agreement, regardless of the medium by
which the Transaction occurs. If two or more persons establish your Account,
each of you, together and individually, is responsible for all amounts owed, even
if the Account is used by only one of you.  
3. Your Responsibility. You are responsible for all Transactions and other trans-
actions arising from the authorized use of your Account or Card by you by any
means. If you have authorized another person to use your Account or Card in
any manner, that authorization will be deemed to include the authorization to
make Transactions of any kind using your Account or Card and to incur related
fees and charges, and such authorization will be deemed to continue until you
have taken all steps necessary to revoke it by preventing such use by that per-
son. We are not responsible for controlling any person who you have asked us
to add to your Account or someone you let use your Account or Card. If you let
someone use your Account or Card, you are responsible for all Transactions
made  in  connection  with,  and  posted  to,  your  Account  plus  all  FINANCE
CHARGES, fees and other charges. If you wish to remove such person’s ability
to use your Account or Card, you must notify us in writing. No such notice will
be effective until we receive and have had a reasonable opportunity to act on it.  

How to Use Your Card and Access Your Account
4. Credit Limit. You agree that we may establish an Account credit limit and
that the sum of all Transactions made in connection with, and posted to, your
Account, plus any FINANCE CHARGES, fees and other charges provided for

September 2007

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in this Agreement, will not exceed your Account credit limit as communicated to
you from time to time. Your initial Account credit limit will be disclosed in the
document that accompanies your Card. The difference between the balances
you owe us and your Account credit limit is referred to as your “Available Credit
Limit”. We may refuse to authorize or accept any Transaction on your Account
or Card that would cause you to exceed your Available Credit Limit. If we in our
sole discretion decide to authorize or accept a Transaction on your Account or
Card that would exceed your Available Credit Limit, we will not be liable to you
if we do, and you agree that we may charge your Account the amount of the
Transaction and an overlimit charge and other related fees provided for in this
Agreement, request that you immediately repay us the amount in excess of your
Available Credit Limit, suspend your Account or Card privileges and terminate
this Agreement in a manner provided by this Agreement.  We may from time to
time and in our sole discretion change your Account credit limit, reduce your Ac-
count credit limit to $0 and close your Account, or limit the number or amount of
Transactions on your Account based on an evaluation of various factors, includ-
ing your credit history and your ability to repay amounts owed in connection with
the Account or Card. We will promptly notify you in the event we decide to take
such action on your Account. 
5. Purchases and Cash Advances. You may use your Account and your Card
to purchase or obtain goods or services (each, a “Purchase”) by presenting your
Card or your Account to participating merchants and establishments where the
Card is honored. You may also use your Account to transfer balances from other
creditors, to make other transactions by means of balance transfer coupons or
checks, or for any other transactions that we encourage you to make through an
introductory or promotional offer, each in accordance with such additional terms
and conditions as we may offer from time to time. Unless we tell you otherwise,
we will also treat any such balance transfer or other transaction as a Purchase.  
You may also use your Card (a) to obtain a loan from your Account; (b) by pre-
senting it to any bank or other person that accepts the Card for the purpose of
obtaining cash or cash-like equivalents (for example, money orders, traveler’s
checks or other payment instruments) from your Account; (c) to make a with-
drawal of cash from an automated teller machine (“ATM”); or (d) to make a per-
son-to-person transfer conducted through the Internet or otherwise (each such
transaction, a “Cash Advance”). We will also treat as a Cash Advance any trans-
action using a Convenience Check (except for Convenience Checks issued to
you as part of a promotional offer which, unless we tell you otherwise, will be
treated as Purchases).  Purchases and Cash Advances are collectively referred
to as “Transactions”. You acknowledge and agree that any debt incurred using
your Account or your Card is valid, regardless of the purpose of the Transaction.
We may, from time to time, limit the type, number and dollar amounts of any
Transactions made using your Account or Card, notwithstanding the amount of
your Available Credit Limit, and terminate or suspend your use of your Account
and Card and the operation of any method of access to your Account.  You may
not use your Card or Account for gambling or gaming, of any type or nature,
and we may restrict your use of the Card or Account for such purposes.  Addi-
tional, you may not use your Card or Account for any illegal activity or transac-
tions. 
6. Convenience Checks. We may issue Convenience Checks to you that may
be used to access your Account. Any Convenience Check that we pay will be
posted to your Account as a Cash Advance (except for a Convenience Check
issued to you as part of a promotional offer which, unless we tell you otherwise,
will be treated as a Purchase) and will be deducted from your Available Credit
Limit. Each Convenience Check must be denominated in United States (U.S.)
dollars and completed and signed by you in the same manner as a personal
check. If we provide you with Convenience Checks for your Account, you may
not use them to pay any amount you owe under this Agreement. You may re-

quest a stop payment on any Convenience Check; however, we may apply a fee
for such. We reserve the right to return any Convenience Check unpaid if (a) the
amount of the Convenience Check exceeds your Available Credit Limit; (b) your
Account is not in good standing or you are otherwise in default of this Agree-
ment; or (c) you use a Convenience Check to pay any amount you owe on your
Account. We will not be liable if we choose to return any Convenience Check unpaid.
7. Other Uses. We may make other methods of accessing your Account avail-
able to you from time to time. We will notify you of these other access methods
as they become available.  

Lost Cards, Unauthorized Use of Account or Card and Other Concerns 
8. Unauthorized Use of Your Account or Card. You agree to promptly notify
us if you believe that your Card has been lost or stolen or that someone has
used or may use your Card or your Account without your permission by calling
the Woodforest National Bank Card Center at 1-866-382-4048, or by writing to
the Woodforest National Bank Card Center, P.O. Box 3038, Evansville, Indiana
47730-3038. YOU SHOULD NEVER WRITE YOUR PERSONAL IDENTIFICA-
TION NUMBER (PIN) ON YOUR CARD OR KEEP ANY WRITTEN RECORD
OF IT ON ANY MATERIAL THAT IS KEPT WITH YOUR CARD.
You agree to assist us in determining the facts, circumstances and other perti-
nent information related to any loss, theft or possible unauthorized use of your
Account or Card and to comply with such procedures as we may require in con-
nection with our investigation, including the filing of one or more reports with the
appropriate law enforcement authorities. You acknowledge and agree that we
will deem any such use as having been authorized by you, and you will be liable
for the amount of any Transactions plus FINANCE CHARGES and fees and
other charges incurred with any such use, if you fail to provide us with any such
assistance or to comply with such procedures. 
You acknowledge and agree that unauthorized Card or Account use does not in-
clude use of your Card or your Account by any person to whom you have given
authority to use your Card or Account. You further acknowledge and agree that
you will be liable for all use by such a person, even if that person exceeds your
authorization, until you have provided us with written notice that such person is
no longer authorized to use your Account or Card and we have had a reasonable
opportunity to act upon such notice.  
9. Third-Party Claims or Defenses. We are not responsible if a third party re-
fuses to accept or honor your Card or Account, even if you have sufficient avail-
able credit, and except as required by applicable law, we will not be responsible
for any claim or defense you may have against any third party that arises out of
or in connection with any Transaction with your Account or Card or any services
or goods or other property purchased or leased using your Account or Card. 

Paying Your Bills 
10. Periodic Account Statements. Except as otherwise stated in this Agree-
ment, we will send you periodic Account Statements (“Account Statement”). Un-
less you make other arrangements with us, your Account Statement will be
mailed to you by regular mail to your address as it appears in our records.  
We will send your Account Statement for each billing cycle at the end of which
your Account has a debit or credit balance in excess of $1.00 or on which a FI-
NANCE CHARGE has been imposed.  
Your Account Statement will show all Transactions that have been posted to
your Account since your last Account Statement, the payments and adjustments
to your Account, the FINANCE CHARGES assessed for Transactions, any fees
charged to your Account (the foregoing shall be collectively referred to as the
“New Balance”), the outstanding balances on your Account, your Account credit
limit and Available Credit Limit, the Minimum Amount Due and the Payment Due
Date.

11. Payments. Your payment is due on or before the Payment Due Date shown
on your Account Statement. You must pay at least the Minimum Amount Due
shown on your Account Statement on a monthly basis by the Payment Due
Date, which, except as stated below under the section entitled Prepayment, will
be the greater of (a) the sum of all FINANCE CHARGES then due and owing
plus all fees then due and owing plus one percent (1%) of the outstanding prin-
cipal balances or (b) $15.00. Any New Balance under $15.00 is payable in full.
The minimum payment also will include any amount past due and any amount
by which an account exceeds its Account credit limit.
You agree to make all payments by check or other negotiable instrument drawn
on a U.S. financial institution located in the U.S. or by money order. Payments
must be denominated in U.S. dollars. All payments, except disputed payments,
must be mailed or delivered to us at the remittance address indicated on the
front of your Account Statement (“Payment Address”). Any payments received
after 3:00 p.m., Central Time on any business day, will be credited on the next
business day.  When you provide a check as payment, you authorize us either
to use information from your check to make a one-time electronic fund transfer
from your account or to process the payment as a check transaction.  If a pay-
ment is processed as an electronic fund transfer, the transfer will be for the
amount of your check.  When we use information from your check to make an
electronic fund transfer, funds may be withdrawn from your account as soon as
the same day you make or we receive your payment and you will not receive
your check back from your financial institution.  
Credit to your Account may be delayed for up to 5 days if the payment is (a) not
received at the Payment Address indicated on your Account Statement, (b) not
made in U.S. dollars drawn on a U.S. financial institution located in the U.S. or
by money order, or (c) not accompanied by the top portion of your Account
Statement. Delayed crediting may cause you to incur additional fees and FI-
NANCE CHARGES. (You understand that payments may not be made, and
may not be deemed received by us, at any location other than the Payment Ad-
dress.) 
We reserve the right to apply payments and other credits to your Account in any
manner that we may choose in our sole discretion. All credits for payments to
your Account are subject to final payment by the institution on which the item of
payment was drawn. Although we may post payments as of the date we receive
them, your Available Credit Limit may not be restored for up to 5 days after we
receive your payment. 
12. Prepayment. You may pay without penalty all or a portion of the entire New
Balance or more than your Minimum Amount Due. You understand that by mak-
ing a prepayment, the total amount you owe us will be reduced but that you will
not be relieved of your obligation to continue to pay the Minimum Payment Due
in successive billing cycles as reflected in your Account Statement.  
Determination of Finance Charges 
13. Daily Periodic Rate. The Daily Periodic Rate is 1/365th of the correspon-
ding  ANNUAL  PERCENTAGE  RATE  (“APR”)
rounded  to  the  nearest
1/100,000th of 1%, not to exceed the maximum allowed by applicable law. If the
daily periodic rates and corresponding ANNUAL PERCENTAGE RATES in-
crease, the FINANCE CHARGE will increase and your minimum payment due
may be greater. If the FINANCE CHARGE is less than $1.00 in any billing cycle,
we assess a minimum FINANCE CHARGE of $1.00.
14. Annual Percentage Rate (APR)
(a) The following information applies to your Account: 
APR for Purchases and Cash Advances. Your current APR and correspon-
ding Daily Periodic Rate for Purchases and Cash Advances will be disclosed in
the Account application or the document that accompanies your Card. The APR
on your Account, which is based on the WSJ Prime Rate (as defined below)
plus a margin, shall not be lower than 16.99% (corresponding Daily Periodic

Rate of 0.04654%) and not exceed 23.00% (corresponding Daily Periodic Rate
of 0.06301%).  Please see the section entitled Variable APR for Purchases and
Cash Advances for details regarding how this rate may change.  The WSJ Prime
Rate means the highest prime rate published in The Wall Street Journal on the
day the rate is determined (or the previous day on which The Wall Street Journal
was published if the paper is not published on that day). The date the rate is de-
termined is the fifteenth (15th) calendar day of each month. 
Variable APR for Purchases and Cash Advances. The APR for Purchases
and Cash Advances is based on the WSJ Prime Rate plus a margin. We will cal-
culate the rate monthly by adding the margin applicable to your Account to the
WSJ Prime Rate. This APR may vary (increase and decrease). Any increase or
decrease in the WSJ Prime Rate will result in an increase or decrease in your
Daily Periodic Rate and the APR, and as a result, the FINANCE CHARGE and
the Minimum Amount Due will change and may result in a smaller part of your
payment being applied to reduce principal.  
Changes to the Daily Periodic Rate and corresponding APR for Purchases and
Cash Advances will be applied, as applicable, to your existing Account balance
and to subsequent Transactions effective as of the first day of the billing cycle
immediately following the month in which we calculate the rate.  Subject to ap-
plicable law, we may change the Daily Periodic Rate and corresponding APR for
Purchases and Cash Advances if you are in default of this Agreement, or if we
in our sole discretion and from time to time decide to take such action. (Please
see the sections of this Agreement entitled Changes to this Agreement and De-
fault.) 
(b) Introductory Purchase, Balance Transfer and Promotional APR Offers.
At our discretion, we may offer you an introductory or promotional APR for all
or a part of your Transactions. For example, we may offer you a promotional
APR to encourage specific transactions, such as transferring balances from ac-
counts you have with others, or an introductory purchase APR to open an Ac-
count and to make Purchases. The period of time for which the introductory or
promotional APR applies may be limited. Any introductory or promotional APR
offer will be subject to the terms of the offer and this Agreement. If applicable,
information regarding any introductory or promotional APR, the corresponding
Daily Periodic Rate, and the period of time during which they are in effect will be
disclosed in the Account application, the document that accompanies your Card,
or in materials we send you about the offer after you obtain your Card.  
(c) APR for Delinquency.
We reserve the right to increase the APR to a fixed ANNUAL PERCENTAGE
RATE of 24.99% (corresponding fixed Daily Periodic Rate of 0.06846%) to the
existing balance of your Account and to all subsequent Transactions posted to
your Account if you fail to pay the Minimum Amount Due for two consecutive
billing cycles.  Once you become subject to this fixed APR and Daily Periodic
Rate, we may change your APR back to the respective APR for your Account
but only if you bring your Account current and then pay at least the Minimum
Amount Due by the Payment Due Date for six (6) consecutive billing cycles.  
15. FINANCE CHARGES
(a) Purchases. No Finance Charge will be imposed on Purchases if the New
Balance shown on your Account Statement is paid in full within 25 calendar days
from the billing date. If not paid in full, a FINANCE CHARGE will be imposed,
from the date of posting of the Transaction, to the average daily balance for Pur-
chases at the APR for Purchases until the date payment in full is posted to your
Account. 
(b) Cash Advances. A FINANCE CHARGE will be imposed on Cash Advances
from the date the Cash Advance is included in the average daily balance for
Cash Advances at the APR for Cash Advances until the date payment in full is
posted to your Account. There is no grace period or time period within which to
pay to avoid a FINANCE CHARGE on Cash Advances.  

16. Balance Subject to Finance Charge (Average Daily Balance). The total
FINANCE CHARGE for your Account for a billing cycle is the sum of the FI-
NANCE CHARGE for Purchases and the FINANCE CHARGE for Cash Ad-
vances. We calculate the FINANCE CHARGE as follows: 
We maintain and calculate separate daily balances for your Purchases, Cash
Advances and promotional balances (each a “Balance Type”) and calculate a
daily balance for each. To get the daily balances, we take the beginning balance
for each Balance Type every day (unless, as to Purchases, your previous Ac-
count balance was paid in full by the Payment Due Date), which may include un-
paid  FINANCE  CHARGES from  previous  billing  periods,  and  any  new
transactions, any new fees, and any FINANCE CHARGE on the previous day’s
balance, subtract any credits or payments credited as of that day, and make
other adjustments. A credit balance is treated as a balance of zero.  The bal-
ances subject to FINANCE CHARGES for the billing period are the average
daily balances for each Balance Type. If you multiply the average daily balance
by the number of days in the billing period and the applicable Daily Periodic
Rate, the result is the periodic FINANCE CHARGE, except for minor variations
caused by rounding.
17. Fees. Subject to applicable law, you agree that we may, and you authorize
us to, charge against your Account, the following fees in connection with the
use of the Account or Card: 
(a) Annual Fee. Certain Cards have an annual fee. If your Card has an annual
fee, the amount of the annual fee is disclosed in the application for your Account.
This fee is assessed for the use of the Account and associated services, and will
be identified as a Purchase on your Account Statement in the first billing cycle
after you open your Account and annually thereafter.  
(b) Cash Advance Fee. There is a Cash Advance fee equal to the greater of
$5.00 or 3% of the total dollar amount advanced for each Cash Advance on
your Account.
(c) Late Payment Fee. If we do not receive the Minimum Amount Due by the
Payment Due Date, there is a late payment fee of $30.00, at that time and at
monthly intervals thereafter as long as your Minimum Payment Due remains
past due.  
(d) Over-the-credit-limit Charge. There is an overlimit charge of $30.00 if you
exceed your Available Credit Limit during any billing cycle.   
(e) Returned Payment Fee. There is a returned payment fee of $29.00 each
time a check or other instrument you have used for payment on your Account
has been returned to us unpaid for any reason.  
(f) Foreign Currency Transaction Fee. There is a foreign currency transaction
fee of an additional two percent (2%) of the gross amount provided to us by the
Card association (or its affiliate). 
(g) Documentation Fee. We will provide copies of billing statements, sales
drafts and payment instruments ("Items") to you upon request. We will impose
a fee of $5 for each copy of an Item unless prohibited by applicable law. This fee
will be added to the Purchase balance in the Account. We will not impose any
fee if your request is made in connection with written notice of a billing error.
(h)  Replacement Card Fee. We may charge you a fee of $12.00 for each re-
placement card we issue to you.  
(i)  Returned Convenience Check Fee. There is a returned payment fee of
$29.00 each time a Convenience Check used to access your Account is not
honored for any reason. 
(j)  Stop Payment Fee.  There a stop payment fee of $25.00 per item each time
you instruct us to stop payment on a Convenience Check.
18. Foreign Currency Transactions. If a transaction is made in a foreign cur-
rency, we and Discover® Network (“Discover Network”), will convert the trans-
action into a U.S. dollar amount. Discover Network will act in accordance with
their operating regulations or conversion procedures in effect at the time the

transaction is processed. Currently, their regulations and procedures provide
that the currency conversion rate they use is either (1) a wholesale market
rate or (2) a government-mandated rate in effect one day prior to the pro-
cessing date. Discover Network may increase this conversion rate by one
percent and keep this increase. We increase the conversion rate provided to
us by Discover Network by two percent (2%) and keep this increase. The cur-
rency conversion rate calculated in this manner that is in effect on the processing
date may differ from the rate in effect on the transaction date or the posting date.

Our Rights and How They Affect You 
19. Delay in Enforcement. We may at any time and in our sole discretion delay
or waive enforcing any of our rights or remedies under this Agreement or under
applicable law without losing any of those or any other rights or remedies. Even
if we do not enforce our rights or remedies at any one time, we may enforce
them at a later date. For example, we may accept late payments or payments
that are marked "payment in full" or with other restrictive endorsements without
losing any of our rights under this Agreement. 
20. Termination. Subject to applicable law, we may terminate this Agreement
or revoke your right to use your Account or Card, along with your right to make
future Transactions, at any time and for any reason including, without limitation,
if you cease to maintain an active depository account relationship, in good stand-
ing, with the Bank. You may terminate your Account and use of the Card at any
time by writing to the Woodforest National Bank Card Center, P.O. Box 3038,
Evansville, Indiana, 47730-3038. Any request by you to terminate your Account
will be effective only after we have had a reasonable opportunity to act on such
request. The termination of this Agreement, whether initiated by us or you, will
not affect any of your or our rights and obligations under this Agreement, includ-
ing without limitation, your obligation to repay any amounts you owe us accord-
ing  to  the  terms  of  this  Agreement,  and  any  amendments  made  to  this
Agreement, which have arisen before the effective date of the termination of
this Agreement, even if we allow a Transaction to be processed or posted with
your Account or Card after this Agreement has been terminated.  You agree to
surrender to us or to destroy all of the Cards issued on your Account on our de-
mand or on termination of this Agreement. If this Agreement is terminated and
someone thereafter attempts to use a Card, the Card may be retained. A Card
may not be returned or may be retained when you try to use it upon the occur-
rence of certain other events. 
21. Default. Subject to applicable law, your Account will be in default under this
Agreement if any one of the following occurs: (a) you become generally unable
to pay your debts, (b) you die or are declared legally incompetent, (c) you use
a check or instrument for payment which is dishonored, (d) you fail to pay the
Minimum Amount Due on or before your Payment Due Date, (e) any other cred-
itor tries by legal process to take money of yours in our possession, (f) a petition
is filed or other proceeding is commenced by or against you under the federal
bankruptcy act or any other applicable federal or state insolvency laws, (g) you
provide us with any false or misleading information, (h) you breach any of your
other obligations under this Agreement, (i) you exceed your Account credit limit,
(j) you are in default of any other credit agreement you have with any of our af-
filiates, or (k) we believe in good faith that the chances of your paying or perform-
ing your obligations under this Agreement have been impaired. The payment
by you of any fee charged by us will not cure any default which caused the fee.  
If you fail to pay the Minimum Amount Due for two consecutive billing cycles, we
will apply the fixed Daily Periodic Rate and corresponding fixed APR described
in the section entitled APR for Delinquency. 
In addition, if your Account is in default under this Agreement, we may, subject
to applicable law, (a) declare all or any portion of your outstanding Account bal-
ance to be immediately due and payable, (b) allow you to repay your Account

subject to the terms and conditions of this Agreement, (c) immediately terminate
your Account and cancel all Cards issued on it, (d) reduce your Account credit
limit or otherwise limit your ability to make Transactions as discussed in this
Agreement, (e) commence an action against you to collect all amounts owed in
connection with this Agreement, or (f) increase the APR for Purchases and Cash
Advances. We also may charge you court costs and reasonable attorney’s fees
that we actually incur as permitted by applicable law, if your Account is sent for
collection to an attorney who is not our salaried employee. We will not be obli-
gated to honor any attempted use of your Card or your Account if your Account
is in default, or we have determined to terminate your Account or limit your ability
to make Transactions as discussed in this Agreement. Except as otherwise pro-
vided for in this Agreement, FINANCE CHARGES will continue to accrue at the
APR in effect at the time of default until your total Account balance, including
such accrued FINANCE CHARGES, is paid in full. You agree that, subject to ap-
plicable law, if your Account is in default under this Agreement, you will accept
calls from us at your home and your place of business regarding collection of
your Account. You understand and agree that the calls to your home may be
automatically dialed and a recorded message may be played. You agree such
calls will not be considered "unsolicited" calls or telemarketing calls for purposes
of state or federal law.  
22. Re-evaluation of Financial Condition and Credit History. We may re-
evaluate your financial condition and investigate any information you provided
on your Account application at any time, and in the course of doing so, we may
obtain a current credit report and ask you for any additional information about
your financial condition by completing a Personal Financial Statement or such
other form that we request from time to time. You authorize us and give us your
permission to obtain any information about you that we believe would be bene-
ficial to facilitate our determination of your eligibility (or continuing eligibility) for
the Account and the Card, including credit reports from consumer reporting
agencies. We may, as a result of any such re-evaluation, deem your Account to
be in default.  
23. Telephone Monitoring and Recording. You acknowledge that your tele-
phone calls and other communications you provide to us may be monitored and
recorded for training and quality control purposes. You agree that we may, and
you authorize us to, monitor, record, retain and reproduce your telephone calls
and any other communications you provide to us, regardless of how transmitted
to us, as evidence of your authorization to act in connection with any transaction
with your Account or other service contemplated by this Agreement and will not
be liable for any losses or damages that are incurred as a result of these actions.
We are not, however, under any obligation to monitor, record, retain or repro-
duce such items, unless required to do so by applicable law.   
24. Arbitration. You and we each agree that any Claim (as defined below) will
be arbitrated instead of litigated in court under the circumstances and proce-
dures set forth below. The term Claim (a) means any claim, dispute or contro-
versy between you and us arising from or relating to this Agreement, any prior
agreement that you may have had with us or the relationships resulting from
the Agreement or any prior agreement, including the validity, enforceability or
scope of this provision, the Agreement or any prior agreement and (b) includes
claims of every kind and nature, including but not limited to initial claims, coun-
terclaims, cross-claims and third-party claims and claims based upon contract,
tort, fraud and other intentional torts, statute, common law and equity. The term
Claim is to be given the broadest possible meaning and includes, by way of ex-
ample and without limitation, any claim, dispute or controversy that arises from
or relates to (i) the Account created by the Agreement or any prior agreement
or any balances on the Account, (ii) advertisements, promotions or oral or written
statements related to the Account or the terms of financing and (iii) your use of
the Account. Any Claim will be resolved upon the election of you or us by arbi-

tration pursuant to this provision and the Code of Procedure (“Code”) of the Na-
tional Arbitration Forum (“NAF”) in effect at the time the Claim is filed. (If for any
reason the NAF is unable or unwilling or ceases to serve as arbitration admin-
istrator, another nationally recognized arbitration organization utilizing similar
rules and procedures will be substituted by us.) With respect to Claims covered
by this provision, a party who has asserted a Claim in a lawsuit in court may
elect arbitration with respect to any Claim subsequently asserted in that lawsuit
by any other party or parties. 
IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM,
NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM
IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN
PRE-ARBITRATION DISCOVERY EXCEPT AS PROVIDED FOR IN THE NAF
CODE. FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE AS
A REPRESENTATIVE OR MEMBER OF ANY CLASS OF CLAIMANTS PER-
TAINING  TO ANY  CLAIM  SUBJECT  TO ARBITRATION.  EXCEPT AS  SET
FORTH BELOW, THE ARBITRATOR’S DECISION WILL BE FINAL AND BIND-
ING. NOTE THAT OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT
TO COURT MAY ALSO NOT BE AVAILABLE IN ARBITRATION. 
The Code, rules and forms of the NAF may be obtained by calling 1-800-474-
2371 or by visiting NAF’s website at http://www.arb-forum.com. All Claims must
be filed at any NAF office or at Post Office Box 50191, Minneapolis, Minnesota
55405. There will be no authority for any Claims to be arbitrated on a class ac-
tion basis. Any arbitration hearing that you attend will take place in the federal
judicial district in which you reside. At your written request, we will temporarily
advance up to $500 towards the filing, administrative and/or hearing fees for
any Claim that you may file against us after you have paid an amount equivalent
to the fee, if any, for filing such a Claim in state or federal court (whichever is
less) in the judicial district in which you reside. At the conclusion of the arbitra-
tion, the arbitrator will decide who will ultimately be responsible for paying the
filing, administrative and/or hearing fees in connection with the arbitration. Un-
less inconsistent with applicable law, each party will bear the expense of that
party’s attorneys’, experts’ and witness fees, regardless of which party prevails
in the arbitration. 
This provision is made pursuant to a transaction involving interstate commerce
and will be governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1 et
seq., as amended. The arbitrator will apply applicable substantive law consistent
with the FAA and applicable statutes of limitations and will honor claims of priv-
ilege recognized at law. Judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction. The arbitrator’s decision will be
final and binding, except for any right of appeal provided by the FAA and except
that, if the amount in controversy exceeds $100,000, any party can appeal the
award to a three-arbitrator panel administered by the NAF, which will reconsider
de novo any aspect of the initial award requested by the appealing party. The
decision of the panel will be by majority vote. The costs of such an appeal will
be borne by the appealing party regardless of the outcome of the appeal. 
As solely used in this provision, the terms “we” and “us” will for all purposes
mean Woodforest National Bank, all of its parents, wholly- or majority-owned
subsidiaries, affiliates, predecessors, successors and assigns, and all of their in-
dependent contractors, agents, employees, directors and representatives. 
This provision will survive termination of your Account, as well as the repayment
of all outstanding amounts incurred in connection with this Agreement. If any
portion of this provision is deemed invalid or unenforceable under any law or
statute consistent with the FAA, it will not invalidate the remaining portions of this
arbitration provision or the Agreement. In the event of a conflict or inconsistency
between the NAF Code and this arbitration provision, this provision will govern.  
25. Changes to this Agreement. You agree that we may, in our sole discretion,
from time to time and subject to applicable law, change any of the terms and

conditions of, or add new terms to, this Agreement relating to your Account (in-
cluding increasing any rate of FINANCE CHARGES, increasing or adding fees
or charges (including annual fees), changing the method of computing balances
subject to FINANCE CHARGE, changing your Account credit limit or changing
the date upon which FINANCE CHARGES begin to accrue). Any such changes
will generally be effective immediately unless we are required by applicable law
to provide you with advance written notice of the proposed changes. In such in-
stances, those changes will be effective immediately following the effective date
stated in such notice. Subject to applicable law, any such changes will apply to
your outstanding Account balance on the effective date of the change and to
any future balances created after that date. You will be deemed to accept all
such changes accompanying the notice if you do not send us a notice to the
contrary in a timely manner, or a Transaction is made using your Account or
Card after the conclusion of the time period specified in the notice. No change
to any term of this Agreement will affect your obligation to pay all amounts owing
under this Agreement. 
26. Waiver of Rights. Except as may be prohibited by law or regulation, you
agree to waive any right you may have for us to act promptly in bringing any ac-
tion(s) against you (known as diligence); to demand payments of amounts due
(known as presentment); to obtain an official certification of non-payment (known
as protest); and to give notice that amounts due will not be paid (known as notice
of dishonor or notice of default and non-payment). 
27. Change of Address. We will rely on your address as it appears on our
records for any and all Account communications we send to you unless and until
either you or the U.S. Postal Service notify us of a change of address and we
have had a reasonable opportunity to act on such notice. If your Account is a
joint Account, each of you appoints the other as your agent to designate the ad-
dress  to  which  any  and  all Account  communications,  including  the Account
Statement, may be sent to you by us. 
28. Correspondence. To the extent permitted under applicable law, any written
correspondence you send to us will not be effective until we receive and have
had a reasonable opportunity to act on such correspondence. Any written cor-
respondence we send to you will, however, be effective and deemed delivered
when mailed to you at your address as it appears on our records. 
29. Assignment. You may not sell, assign or transfer your Account or Card or
any of your rights and obligations under this Agreement and any such action by
you shall be void ab initio. We may, however, sell, assign or transfer your Ac-
count, or any balance due thereunder, and our rights and obligations under this
Agreement to another bank or company without prior notice to, or consent by,
you, which notice or consent is hereby waived. That bank or company will take
our place in this Agreement. 
30. Severability. If any provision of this Agreement is deemed to be void or un-
enforceable by a court of competent jurisdiction, or any governmental agency,
that provision will continue to be enforceable to the extent permitted by that
court or agency, and the remainder of that provision will no longer be considered
as part of this Agreement. All other provisions of this Agreement will, however,
remain in full force and effect. 
31. Governing Law. This Agreement is entered into between you and us in the
State of Ohio, and your Account and this Agreement, and any claim, dispute or
controversy arising from or relating to your Account or this Agreement, whether
based in contract, tort, fraud or otherwise and regardless of the place of your
residence, is governed by, and construed in accordance with, the laws of the
State of Ohio, without regard to Ohio’s conflict of laws principles, and applicable
federal laws and regulations. The legality, enforceability and interpretation of
this Agreement and the amounts contracted for under the Agreement also are
governed by Ohio law and all amounts granted under this Agreement are ex-
tended from the State of Ohio. 

32. Entire Agreement. You acknowledge that this Agreement (which will be
deemed to include all related sales slips, disclosures and/or applications for any
Card or Account), as amended from time to time, is the entire agreement be-
tween you and us and supersedes and may not be contradicted by evidence of
any prior or contemporaneous written or oral communications and understand-
ings between you and us concerning the Account and/or the Card. 

YOUR BILLING RIGHTS 
KEEP THIS NOTICE FOR FUTURE USE

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

Notify Us In Case of Errors or Questions About Your Bill. If you think your bill is
wrong, or if you need more information about a transaction on your bill, write us
on a separate sheet at the address for billing inquiries shown on your Account
statement, not the Payment Address. Write to us as soon as possible. We must
hear from you no later than 60 days after we sent you the first bill on which the
error or problem appeared. You can telephone us, but doing so will not preserve
your rights. 

In your letter, give us the following information: 

- Your name and Account number. 
- The dollar amount of the suspected error. 
- Describe the error and explain if you can why you believe there is an error.
If you need more information, describe the item you are not sure about. 
If you have authorized us to pay your credit card bill automatically from your
savings or 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. 
Your Rights and Our Responsibilities After We Receive Your Written Notice. We
must acknowledge your letter within 30 days, unless we have corrected the error
by then. Within 90 days, we must either correct the error or explain why we be-
lieve the bill was correct. After we receive your letter, we cannot try to collect any
amount you question, or report you as delinquent. We can continue to bill you
for the amount you question, including FINANCE CHARGES, and we can apply
any unpaid amount against your Account credit limit. You do not have to pay
any questioned amount while we are investigating, but you are still obligated to
pay the parts of your bill that are not in question. If we find that we made a mis-
take on your bill, you will not have to pay any FINANCE CHARGES related to
any questioned amount. If we did not make a mistake, you may have to pay FI-
NANCE CHARGES, and you will have to make up any missed payments on
the questioned amount. In either case, we will send you a statement of the
amount you owe and the date it is due. If you fail to pay the amount that we
think you owe, we may report you as delinquent. However, if our explanation
does not satisfy you and you write to us within ten days telling us that you still
refuse to pay, we must tell anyone we report you to that you have a question
about your bill. And, we must tell you the name of anyone we reported you to.
We must tell anyone we report you to that the matter has been settled between
us when it finally is. If we do not follow these rules, we cannot collect the first $50
of the questioned amount, even if your bill was correct. 
Special Rule for Credit Card Purchases. If you have any problem with the quality
of property or services that you purchased with a Card, and you have tried in
good faith to correct the problem with the merchant, you may have the right not
to pay this remaining amount due on the property or services. There are two
limitations on this right: 
(a) You must have made the purchase in your home state or, if not in your home

state within 100 miles of your current mailing address; and 
(b) The purchase price must have been more than $50. 
These limitations do not apply if we own or operate the merchant, or if we mailed
you the advertisement for the property or services. 
33. Questions. If you have any questions about this Agreement or your Card,
please contact us at 1-866-382-4048. 
34. Section Headings. The Section headings used in this Agreement are only
meant to organize this Agreement, and do not in any way limit or define your or
our rights or obligations hereunder.
35.  IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A
NEW ACCOUNT. To help the government fight the funding of terrorism and
money laundering activities, U.S. Federal law requires financial institutions to ob-
tain, verify, and record information that identifies each person (individual or busi-
ness) who opens an account. What this means for you: when you open an
account, we will ask for your name, address, date of birth and other information
that will allow us to identify you. We may also ask for your driver's license or
other identifying information.
36.  Miscellaneous.
It is not the intention of the parties that anything in this
Agreement should result in the assessment of interest, fees or charges in ex-
cess of those permitted by applicable law. If any interest, fee or charge assessed
under this Agreement is finally determined to be in excess of that permitted by
applicable law, the excess amount will be applied to reduce the outstanding bal-
ance in your Account or, if there is no outstanding balance, will be refunded to
you.  You acknowledge and agree that any documentation provided to you which
indicates that a Transaction or other transfer was made shall be admissible as
evidence of such transaction or transfer and shall constitute prima facie proof
that such transaction or transfer was made.