BBVA Compass Optimizer Credit Card  
                                               and Security Agreement 
                                         (May Not Be Available to Residents of All States) 
         
        This Agreement and the documents listed below govern the use of your Optimizer Card account with Compass 
        Bank (�Account�) and each Visa or MasterCard credit 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. 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 interest, 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. 
         
        3. Security Agreement: As a condition to opening and keeping open your Account, we have required you 
             to open and keep open a savings account with us. In this Agreement, we call this savings account the 
             �Collateral Account�, which is different from the actual name for this savings account. You give us a 
             security interest in the Collateral Account and in all additions to and proceeds of the Collateral Account.  
             Our interest in the Collateral Account secures your promise to pay for all transactions on your Account 
             and any interest, fees and other amounts you owe us under this Agreement. You agree that, until all 
             amounts owed under the Agreement have been fully paid and your Account has been closed (a) you may 
             not withdraw any funds from the Collateral Account, (b) you may not give a security interest or transfer 
             any other interest in the Collateral Account for any reason, and (c) any attempt to give a security interest 
             or transfer any other interest in the Collateral Account will be ineffective and void. If you are in default 
             under this Agreement, we may, immediately and without giving you prior notice, apply part or all of the 
             funds in the Collateral Account to the full amount you owe under this Agreement. 
            
             At the time the Collateral Account was opened, you were provided with the terms and conditions 
             governing the Collateral Account and all related disclosures (which, in this Agreement, we call the 
             �Collateral Account Agreement�). In the event of a conflict between the terms of this Agreement and those 
             of the Collateral Account Agreement, the terms of this Agreement will apply. We may provide special 
             forms to use for deposits to the Collateral Account, and you agree to use any such special forms provided 
             to you. We will have no liability for any delay or failure in depositing any funds to the Collateral Account if 
             we provided special forms to you and you did not use those forms. Any deposit to the Collateral Account 
             must be in an amount of at least $100 or any other amount that we may tell you from time to time. We 
             may close the Collateral Account at any time, as provided in the Collateral Account Agreement. You may 
             not close the Collateral Account until all amounts owed under the Agreement have been fully paid and 
             you no longer have any right to use your Account. If your Account is closed for any reason, whether by 
             you or us, we may apply the funds in the Collateral Account to any amounts owed under this Agreement, 
             and retain any funds in the Collateral Account for up to sixty (60) days in order to cover any transactions, 
             fees or charges relating to use of the Account before it was closed. 
              
        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 three 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 using a convenience check (�Check�) as explained in Section 16 below. Payments 
                       you make to another creditor using a Check are Cash Advances (and not Balance 
                       Transfers) under this Agreement; 
                   
                  �    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;  
                   
                  �    By placing bets or wagers (if legal) or to make tax or other similar payments; or 
                   
                  �    By getting an advance deposited to a Compass checking account if you are enrolled in 
                       an overdraft protection program under a separate agreement with us.  
         
             (c) Balance Transfers: You may ask us to transfer to your Account a balance you owe to another 
                  creditor. If we approve your request, we will pay the other creditor directly. As noted above, 
                  payments you make to another creditor using a Check are Cash Advances (and not Balance 
                  Transfers) under this Agreement. Balance Transfers are Cash Advances under this Agreement, 
                  except that the APR for Purchases (and not the APR for Cash Advances) will apply to Balance 
                  Transfers. 
         
        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 interest and 
                  fees, unless prohibited by law) on your Account (or any type of transactions on your Account) to 
                  go over the credit limit. 
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             (d)  Changes to Your Credit Limits:  
              
                  �    How You May Increase Your Credit Limits:  You may increase your credit limit by making 
                       a deposit of $100 or more in the Collateral Account. For each deposit you make, we 
                       automatically will increase your credit limit by 90% of your deposit. For example, if you 
                       deposit $100 into the Collateral Account, we will increase your credit limit by $90. An 
                       increase to your credit limit will not become effective until we have collected payment on 
                       each check or other item deposited into the Collateral Account, which may take up to 30 
                       days. You may not decrease your credit limit. 
                   
                  �    How We May Change Your Credit Limits: 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 part or all of your available credit. For example, if a 
                       check or other item deposited to the Collateral Account is returned to us after we have 
                       given you credit for that item, we may decrease your credit limit or 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.  
         
                  Once any increase to your credit limit becomes effective, the new credit limit will be shown on 
                  your billing statements.   
                   
        9. Billing Statements: We will send you a bill at the end of each monthly billing cycle if applicable law 
             requires us to. 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 the billing cycle (�New Balance�);  
              
             �    The minimum amount of your next payment (�Minimum Payment Due�);  
              
             �    When your next payment is due (�Payment Due Date�); and 
              
             �    The date of the bill (�Statement Date�). 
              
        10. Interest: Each billing cycle, we will charge interest to you on the average daily balance for each type of 
             transactions on your Account.  By type of transactions, we mean Purchases, Cash Advances, Balance 
             Transfers and any transactions subject to a special offer.  To calculate the interest owed on your Account 
             for each billing cycle, we first figure out the average daily balance for each type of transactions.  Next, we 
             multiply the average daily balance by the applicable interest rate. Interest rates are explained in the next 
             section.  Then, we multiply the resulting amount by the number of days in the billing cycle.  After 
             calculating the amount of interest owed for each type of transactions, we add together these amounts to 
             determine the total amount of interest owed on your Account for the billing cycle. 
              
             (a) Average Daily Balance: To get the average daily balance for each type of transactions, (1) we 
                  take the beginning balance for that transaction-type, (2) we add any new transactions, debits and 
                  fees, and (3) subtract any payments or credits.  We also add an amount of interest equal to the 
                  previous day�s balance multiplied by the applicable daily interest rate.  This gives us the daily 
                  balance.   
              
                  �    The beginning balance for Purchases will include any unpaid Purchase transactions; any 
                       unpaid interest on those Purchases; any unpaid Annual Fee, Late Fee, Returned 
                       Payment Fee and Document Fee; and any unpaid Foreign Transaction Fee charged on a 
                       Purchase, including any Purchase subject to a special offer APR. 
                   
                  �    The beginning balance for Cash Advances will include any unpaid Cash Advance 
                       transactions; any unpaid interest on those Cash Advances; any unpaid Skip Payment 
                       Fee, Expedited Payment Fee, Transfer Fee and Rate Reduction Fee; and any unpaid 
                       Cash Advance Fee and Foreign Transaction Fee charged on a Cash Advance, including 
                       any Cash Advance subject to a special offer APR.   
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                  �    The beginning balance for Balance Transfers will include any unpaid Balance Transfer 
                       transactions; any unpaid interest on those Balance Transfers; and any unpaid Balance 
                       Transfer Fee charged on a Balance Transfer, including any Balance Transfer subject to a 
                       special offer APR. 
                   
                  �    The beginning balance for any transactions subject to a special offer APR will include any 
                       unpaid balance on those transactions, and any unpaid interest on those transactions.  
                   
                  Next, we add up all the daily balances for the billing cycle, and then divide this total by the 
                  number of days in the billing cycle. This gives us the average daily balance.  This method of 
                  calculating the average daily balance results in charging interest on unpaid interest (also 
                  known as compounding) and fees.  
              
             (b)  When Interest Charges Start on Cash Advances: We start charging interest on Cash Advances 
                  (including Balance Transfers) on the transaction date. For Checks or Balance Transfers, the 
                  transaction date is the later of (1) the date we get and/or pay the Check or Balance Transfer or 
                  (2) the first day of the billing cycle in which we add the transaction to your Account. For other 
                  Cash Advances, the transaction date is the later of (1) the date you get the Cash Advance or (2) 
                  the first day of the billing cycle in which we add the transaction to your Account. There is no way 
                  to avoid interest on Cash Advances. 
              
             (c)  Avoiding Interest on Purchases (Grace Period): Your Payment Due Date is at least 25 days after 
                  the close of each billing cycle. We will not charge you interest on Purchases if you pay your entire 
                  balance by the Payment Due Date each billing cycle. Where required by applicable law, we will 
                  not charge interest on any portion of a Purchase balance that is repaid by the first specified due 
                  date after each Purchase was made if you paid the entire balance for the previous billing cycle by 
                  the specified due date. Except as described above, if you do not pay your entire balance by the 
                  Payment Due Date, we will start charging interest on each new Purchase on the later of (1) the 
                  date you make the Purchase, or (2) the first day of the billing cycle in which we add the Purchase 
                  to your Account. We will pay down your Purchase balance and other balances as described in 
                  �Payment Allocation� in Section 13(d) below. 
              
             (d)  Minimum Interest Charge for Purchases: If you are charged interest on Purchases, the charge will 
                  be no less than $1. 
         
        11.  Interest Rates: We figure out how much interest you owe each billing cycle using daily periodic rates. We 
             get the daily periodic rates by dividing each annual percentage rate (�APR�) below by 365. The interest 
             rates that apply to your Account are shown on the Card Folder and each billing statement.  
              
             (a)  APR for Purchases and Balance Transfers: The APR for Purchases will be equal to the Prime 
                  Rate plus any margin shown on the Card Folder. The APR for Balance Transfers is the same as 
                  the APR for Purchases. 
              
             (b)  APR for Cash Advances: The APR for Cash Advances will be equal to the Prime Rate plus any 
                  margin shown on the Card Folder.  
              
             (c)  Discounted Introductory APR: From time to time we may offer a discounted introductory APR.  
                  Any discounted introductory APR that applies to your Account will be shown on the Card Folder.  
              
             (d) Variable Rates: Except for any discounted introductory APR, your APRs will vary with the market 
                  based on the Prime Rate. We use the Prime Rate in The Wall Street Journal two business days 
                  before the Statement Date for each billing cycle. Your APRs may increase if the Prime Rate 
                  increases. If your APRs increase, the amount of interest you will owe and the Minimum Payment 
                  Due may increase. 
              
             (e)  Reevaluation of Increased Rates:  If the APRs on your Account are increased, we will reevaluate 
                  your Account as required by law to determine whether you qualify for an APR reduction. 
              
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        12. Fees: You agree to pay the following fees, which will be charged to your Account. 
         
             (a) Annual Fee: An annual fee for keeping your Account open.  The amount of this fee is 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. 
                   
                  �    Balance Transfer Fee: For each Balance Transfer, a fee of $10 or 4% of the Balance 
                       Transfer, 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 
                       (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 at least the Minimum Payment Due by 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: 
                       o    $25 if you have had no late payment during any of the previous 6 billing cycles, 
                            or 
                       o    $35 if you have had any late payment during any of the previous 6 billing cycles, 
                       but never more than the full amount of the Minimum 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 Minimum 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.  
         
                  � Returned Check Fee: A fee if we return a Check for any reason. The amount of this fee 
                       will be $25 or the amount of the Check that is returned (rounded up or down to the 
                       nearest dollar), whichever is less. 
                   
             (d) Other Fees: 
                   
                  �    Stop Payment Fee: A fee of $29 for each stop payment request on a Check, as described 
                       in Section 16, whether or not we actually stop payment, subject to any restrictions of 
                       applicable law. 
                   
                  �    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. 
                   
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                  � Document Fees: The following fees for each copy of a sales slip, paid Check or billing 
                       statement you request: 
                   
                       For copies of sales slips or Checks: $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.  
                   
                  � Transfer Fee: A fee of $25 (in addition to any Cash Advance Fee) if you request us to 
                       deposit a Cash Advance directly in your checking account, and we honor your request. 
                   
                  �    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.  
         
                  �    Skip Payment Fee:  A fee of $35 if we offer and you accept the option to skip any monthly 
                       payment and your Minimum Payment Due would have been $200 or more. 
         
                  �    Rate Reduction Fee:  A fee of $75 if a reduction in any interest rate, fee or other charge 
                       is offered by us and accepted by you, or requested by you and honored by us, even if this 
                       reduction is only for a temporary or limited time period. If we intend to charge this fee, we 
                       will tell you about the fee orally or in writing at the time we offer or agree to the reduction.  
         
        13.  Minimum Payment Due:  
             (a)  Amount of Payment:  Your Minimum Payment Due for each billing cycle will be the greater of:  
              
                  � $10; or  
                   
                  �    5% of the New Balance rounded up or down to the nearest dollar plus (1) any unpaid 
                       Minimum Payments Due from previous bills and (2) any amount over your credit limit(s).  
                   
                  However, if the New Balance is less than $10, you must pay the New Balance. 
                   
             (b)  What Happens if You Pay More: You may pay more than the Minimum Payment Due at any time. 
                  You will not owe us any additional charge for early payment. If you pay more than the Minimum 
                  Payment Due in one billing cycle, you still have to pay the full Minimum Payment Due in the next 
                  cycles. You cannot increase your available credit by paying more than the unpaid balance on 
                  your Account.  
              
             (c)  Skip Payment Offers: We may let you skip a payment. We will tell you when you can skip a 
                  payment. If you do, (1) we may charge a fee in an amount we tell you at the time of the offer, (2) 
                  you will owe interest for the skipped billing cycle, (3) you will lose any grace period that otherwise 
                  would apply and (4) you must pay the regular Minimum Payment Due for the next billing cycle. 
              
             (d) Payment Allocation:  We will use your Minimum Payment Due to pay down balances on your 
                  Account (including Purchases, Advances, Balance Transfers, interest, fees and other amounts) in 
                  any way we choose, unless an applicable law says we may not.  If you make a payment that is 
                  larger than the Minimum Payment Due, we will apply the extra amount first to the balance with 
                  the highest interest rate, and any remaining portion of that extra amount to the other balances in 
                  descending order based on the applicable interest rate. 
         
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        14. 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).  
         
        15.  Special Offers: We may make a special offer to you. For example, we may offer a reduced promotional 
             interest rate. Such offers may apply to all transactions or balances on your Account, or only to some 
             transactions or balances. 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.  
         
        16. Checks: We may issue Checks. You may complete and sign a Check to make a Cash Advance. You 
             may not use a Check to pay any amount you owe us. We do not have to pay or certify any Check.  
              
             (a) Returning Checks: We do not have to pay (and may return unpaid) any Check if: 
              
                  �    The amount of the Check would cause you to go over any of your credit limits; 
                   
                  �    You are in default under this Agreement;  
                   
                  �    We suspended or terminated your credit privileges;  
                   
                  �    We told you not to use the Account, Card or Checks for any reason;  
                   
                  �    The Check is postdated or stale. This means the date you put on the check is a date 
                       which is either (1) later than the date we get it, or (2) more than six months before the 
                       date we get it; or  
                   
                  �    You did not fully complete and/or sign the Check. 
                   
                  If we pay a Check anyway, you still have to pay us the amount of that Check and any applicable 
                  interest or fees. If we don�t pay a Check, we may charge a Returned Check Fee. 
                   
             (b) Paid Checks: Your bill will show Checks we paid. We will not return Checks to you. You may ask 
                  us for copies of paid Checks. We may charge you a Document Fee for each copy.  
              
             (c)  Stopping Payment on a Check: You may ask us to stop payment on a Check or cancel a stop 
                  payment request. Call us at 1-800-239-5175 or write us at the address in Section 1(a). If you call, 
                  we may ask you to put your request in writing. You must tell us: (1) your Account number, (2) the 
                  date, number and amount of the Check and (3) the name of the payee. We need at least four 
                  hours advance notice to be able to stop payment. We will not owe anything to you or anyone else 
                  if we stop (or do not stop) a payment or cancel (or do not cancel) a stop payment request. We 
                  may charge a Stop Payment Fee, whether or not we actually stop payment. 
         
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        17. 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.  
         
        18. 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;  
                   
                  �    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 or Checks (including if they are stolen).  
                   
                  We also may decide you are in default if (1) we find you no longer qualify for any APR or 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, (3) ask you to pay the full amount you owe right away, and/or apply part 
                  or all of the funds in the Collateral Account described in Section 3 above to the full amount you 
                  owe under this Agreement. 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.  
              
        19. 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. 
         
        20.  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 and unused Checks 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 
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                  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 and unused Checks 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.  
              
             (c) Collateral Account:  If your Account is closed, whether by you or us, we may apply and retain the 
                  funds in the Collateral Account, as described more fully in Section 3 above. 
         
        21.  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. 
         
        22. 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. 
         
        23.  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. 
         
        24.  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. 
         
        25.  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 Minimum Payment Due; 
              
             �    Reduce or not charge any interest or 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.  
         
        26.  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 
         9  
             merchant does not have to accept your Card, Checks 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, Checks or Account. Also, we will not owe anything to you or anyone else for goods or 
             services you bought or leased using your Account. 
         
        27.  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. 
         
        28. 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. 
              
             �    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: 
         10  
                   
                  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.  
         
             �    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;  
                   
         11  
                  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:  
              
                  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. 
         12  
              
             (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); 
                   
                  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. 
         13  
              
             �    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. 
                   
             �    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. 
         
        California Residents: You understand and agree that interest is compounded under the terms of this Agreement. 
         
        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 on the 
        outstanding balances from month to month 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. 
         
         14  
        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. 
         
        �  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.  
         
         15  
        �  The charge in question may remain on your statement, and we may continue to charge you interest on that 
          amount.  
         
        �  While you do not have to pay the amount in question, you are responsible for the remainder of your balance. 
         
        �  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 interest or other fees related to 
          that amount.  
         
        �  If we do not believe there was a mistake: You will have to pay the amount in question, along with applicable 
          interest and fees. 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 Credit Card Purchases 
         
        If you are dissatisfied with the goods or services that you have purchased with your credit card, and you have 
        tried in good faith to correct the problem with the merchant, you may have the right not to pay the remaining 
        amount due on the purchase.  
         
        To use this right, all of the following must be true: 
         
        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 credit card for the purchase. Purchases made with cash advances from an ATM or 
           with a check that accesses your credit card account 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. 
         
         16  
                           BBVA Compass Optimizer Credit Card Account 
                              Pricing Information as of March 30, 2012 
                                            
        This pricing information is accurate as of the date listed above, but may have changed after that date.  You can 
        always find out the most current pricing information by contacting us at: Compass Bank, P.O. Box 2210, Decatur, 
        AL 35699 or 1-800-239-5175. 
         
         Interest Rates and Interest Charges 
         Annual Percentage Rate  Prime* + 12.99% 
         (APR) for Purchases 
                           This APR will vary with the market based on the Prime Rate. 
         APR for Balance   Prime* + 12.99% 
         Transfers 
                           This APR will vary with the market based on the Prime Rate. 
         APR for Cash Advances  Prime* + 21.99% 
                           This APR will vary with the market based on the Prime Rate. 
         Paying Interest   Your due date is at least 25 days after the close of each billing cycle. We will not 
                           charge you interest on purchases if you pay your entire balance by the due date 
                           each month.  We will begin charging interest on cash advances and balance 
                           transfers on the transaction date. 
         Minimum Interest Charge  If you are charged interest on purchases, the charge will be no less than $1. 
         Fees               
         Annual Fee        $40 
         Transaction Fees   
         � Cash Advance    Either $10 or 4% of the amount of each cash advance, whichever is greater 
         � Balance Transfer  Either $10 or 4% of the amount of each transfer, whichever is greater 
         � Foreign Transaction  3% of each transaction in U.S. dollars 
         Penalty Fees       
         � Late Payment    Up to $35 
         � Returned Payment  Up to $25 
         
        How We Will Calculate Your Balance: We use a method called "average daily balance (including new 
        purchases).�  See your account agreement for more details.  
         
        *For each billing cycle, we use the Prime Rate from The Wall Street Journal two business days before the 
        Statement Date for that billing cycle. Your APRs may increase if the Prime Rate increases. If your APRs increase, 
        the amount of interest you will owe and the Minimum Payment Due may increase. 
         
        BBVA Compass is a trade name of Compass Bank, a member of the BBVA Group. 
         
         17